Exhibit 10.1


 





STANDBY EQUITY PURCHASE AGREEMENT


THIS STANDBY EQUITY
PURCHASE AGREEMENT (this “Agreement”) dated as of October ___, 2022 is made by and between YA II PN, LTD.,
a Cayman Islands exempt limited partnership (the “Investor”), and HELBIZ, INC. a company incorporated under
the laws of the State of Delaware (the “Company”).


WHEREAS, the parties
desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the
Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $13.9 million of the shares of
the Company’s class A common stock, par value $0.00001 per share (the “Common Shares”); and


WHEREAS, the Common
Shares are listed for trading on the Nasdaq Stock Market under the symbol “HLBZ;” and


WHEREAS, the offer
and sale of the Common Shares issuable hereunder shall be registered on the Company’s registration statement on Form S-3 (File No.
333-267783) under Section 5 of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities
Act”).


NOW, THEREFORE,
the parties hereto agree as follows:


Article I. Certain Definitions


Section 1.01
“Advance” shall mean any issuance and sale from the Company to the Investor pursuant to Article II hereof.


Section 1.02
“Advance Date” shall mean the 1st Trading Day after expiration of the applicable Pricing Period for
each Advance.


Section 1.03
“Advance Notice” shall mean a written notice from the Company to the Investor in the form of Exhibit A attached
hereto setting forth the number of Advance Shares that the Company desires to issue and sell to the Investor.


Section 1.04
“Advance Notice Date” shall mean each date on which a party is deemed to have delivered (in accordance with
Section 2.01(b) of this Agreement) to the other party an Advance Notice, subject to the terms of this Agreement.


Section 1.05
“Advance Shares” shall mean the Common Shares that the Company shall issue and sell to the Investor.


Section 1.06
“Affiliate” shall have the meaning set forth in Section 3.06.


Section 1.07
“Agreement” shall have the meaning set forth in the preamble of this Agreement.


 






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Section 1.08
“Applicable Laws” shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives,
policies, guidelines and codes having the force of law, whether local, national, or international, as amended from time to time, including
without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting,
(ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the United States
Foreign Corrupt Practices Act of 1977, and (iii) any Sanctions laws.


Section 1.09
“Base Prospectus” shall mean the Company’s prospectus dated October 17, 2022, accompanying the Registration
Statement.


Section 1.10
“Black Out Period” shall have the meaning set forth in Section 6.02


Section 1.11
“Closing” shall have meaning set forth in Section 2.02.


Section 1.12 “Commitment
Amount” shall mean $13,900,000 of Common Shares, provided that, the Company shall not affect any sales under this Agreement
and the Investor shall not have the obligation to purchase Common Shares under this Agreement to the extent (but only to the extent)
that after giving effect to such purchase and sale the aggregate number of Common Shares issued under this Agreement or issued or issuable
upon the conversion of Promissory Notes issued pursuant to the Section 2.04 would exceed 16,690,000 (which amount is 19.9% of the outstanding
Common Shares and outstanding shares of class B common stock as of the date of this Agreement (the “Exchange Cap”))
provided further that, the Exchange Cap will not apply if (a) the Company’s stockholders have approved issuances in excess
of the Exchange Cap in accordance with the rules of the Principal Market or (b) the average price of all applicable sales of Common Shares
hereunder equals or exceeds $0.2989 per share (which represents the lower of (i)
the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of this Agreement; or (ii) the average
Nasdaq Official Closing Price of the Common Shares (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing
of this Agreement). The Exchange Cap and the per share dollar amount provided in (b) of this subsection shall be appropriately
adjusted for any stock dividend, stock split, reverse stock split or any similar transaction.


Section 1.13
“Commitment Period” shall mean the period commencing on the date hereof and expiring upon the date of termination
of this Agreement in accordance with Section 11.02.


Section 1.14
“Common Shares” shall have the meaning set forth in the recitals of this Agreement.


Section 1.15
“Company” shall have the meaning set forth in the preamble of this Agreement.


Section 1.16
“Company Indemnitees” shall have the meaning set forth in Section 5.02.


 






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Section 1.17
“Daily Traded Amount” shall mean the product obtained by multiplying the daily trading volume of the Company’s
Common Shares on the Principal Market during regular trading hours as reported by Bloomberg L.P., by the VWAP for such Trading Day.


Section 1.18
“Environmental Laws” shall have the meaning set forth in Section 4.08.


Section 1.19
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.


Section 1.20
“Exchange Cap” shall have the meaning set forth in Section 1.14


Section 1.21
“Hazardous Materials” shall have the meaning set forth in Section 4.08.


Section 1.22
“Indemnified Liabilities” shall have the meaning set forth in Section 5.01.


Section 1.23
“Initial Disclosure” shall have the meaning set forth in Section 6.12.


Section 1.24
“Initial Registration Statement” shall have the meaning set forth in Section 6.01.


Section 1.25
“Investor” shall have the meaning set forth in the preamble of this Agreement.


Section 1.26
“Investor Indemnitees” shall have the meaning set forth in Section 5.01.


Section 1.27
“Market Price” shall mean an Option 1 Market Price or Option 2 Market Price, as applicable.


Section 1.28
“Material Adverse Effect” shall mean any event, occurrence or condition that has had or would reasonably be
expected to have (i) a material adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated
herein, (ii) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company
and its Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect
on a timely basis its obligations under this Agreement.


Section 1.29
“Material Outside Event” shall have the meaning set forth in Section 6.08.


Section 1.30
“Maximum Advance Amount” in respect of each Advance Notice means the greater of: (i) an amount equal to 100%
of the average Daily Traded Amount during the five Trading Day immediately preceding an Advance Notice, or (ii) 5,000,000 Common Shares.


Section 1.31
“OFAC” shall have the meaning set forth in Section 4.30.


Section 1.32
“Option 1 Market Price” shall mean the lowest daily VWAP of the Ordinary Shares during the Option 1 Pricing
Period.


Section 1.33
“Option 1 Pricing Period” shall mean the three consecutive Trading Days commencing on the Advance Notice Date.


 






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Section 1.34
“Option 2 Market Price” shall mean the VWAP of the Ordinary Shares during the Option 2 Pricing Period.


Section 1.35
“Option 2 Pricing Period” shall mean the period on the applicable Advance Notice Date with respect to an Advance
Notice selecting an Option 2 Pricing Period (with the consent of the Investor) commencing upon receipt by the Company of written confirmation
(which may be by email) of acceptance of such Advance Notice by the Investor, and which confirmation shall specify such commencement time,
and ending on 4:00 p.m. New York City time on the applicable Advance Notice Date.


Section 1.36
“Ownership Limitation” shall have the meaning set forth in Section 2.01(c)(i).


Section 1.37
“Person” shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other
entity or organization, including a government or political subdivision or an agency or instrumentality thereof.


Section 1.38
“Plan of Distribution” shall mean the section of a Registration Statement disclosing the plan of distribution
of the Shares.


Section 1.39
“Pricing Period” shall mean the Option 1 Pricing Period or Option 2 Pricing Period, as applicable.


Section 1.40
“Principal Market” shall mean the Nasdaq Global Market; provided however, that in the event the Company’s
Common Shares are ever listed or traded on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, or the Nasdaq
Capital Market, then the “Principal Market” shall mean such other market or exchange on which the Company’s Common Shares
are then listed or traded to the extent such other market or exchange is the principal trading market or exchange for the Common Shares.


Section 1.41
“Promissory Note” shall have the meaning set forth in Section 2.04(a).


Section
1.42 “Prospectus” means
any prospectus (including, without limitation, all amendments and supplements thereto) used in connection with a Registration
Statement.


Section 1.43
“Prospectus Supplement” shall mean any prospectus supplement to a Prospectus filed with the SEC pursuant to
Rule 424(b) under the Securities Act, including, without limitation, the Prospectus Supplement to be filed in accordance with Section
6.01 hereof.


Section 1.44
“Purchase Price” in respect of any Advance Notice pursuant to Section 2.01(a), shall mean the price per Share
obtained by multiplying the Market Price by (i) 95% in respect of an Advance Notice with an Option 1 Pricing Period, and (ii) 92% in respect
of an Advance Notice with an Option 2 Pricing Period, or such other price per Share are may be agreed by the parties, and in respect of
any Advance Notice pursuant to Section 2.01(b), shall have the meaning set forth in Section 2.01(b)(ii).


Section 1.45
“Registration Limitation” shall have the meaning set forth in Section 2.01(c)(ii).


 






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Section 1.46
“Registration Statement” shall mean the Initial Registration Statement or another registration statement on
a form promulgated by the SEC for which the Company then qualifies for the registration of the offer and sale of the Shares to be offered
and sold by the Company to the Investor and the resale of such Shares by the Investor, as the same may be amended and supplemented from
time to time and including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act and any successor
registration statement filed by the Company with the SEC under the Securities Act on a form promulgated by the SEC for which the Company
then qualifies and which form shall be available for the registration of the transactions contemplated hereunder.


Section 1.47 “Regulation
D” shall mean the provisions of Regulation D promulgated under the Securities Act.


Section 1.48
“Sanctions” shall have the meaning set forth in Section 4.30.


Section 1.49
“Sanctioned Countries” shall have the meaning set forth in Section 4.30.


Section 1.50
“SEC” shall mean the U.S. Securities and Exchange Commission.


Section 1.51
“SEC Documents” shall have the meaning set forth in Section 4.04.


Section 1.52
“Securities Act” shall have the meaning set forth in the recitals of this Agreement.


Section 1.53
“Settlement Document” shall have the meaning set forth in Section 2.02(a).


Section 1.54
“Shares” shall mean the  Common Shares to be issued from time to time hereunder pursuant
to Advances.


Section 1.55
“Subsidiaries” shall mean any Person in which the Company, directly or indirectly, (x) owns a majority of the
outstanding capital stock or holds a majority of the equity or similar interest of such Person or (y) controls or operates all or substantially
all of the business, operations or administration of such Person, and the foregoing are collectively referred to herein as “Subsidiaries.”


Section 1.56“Trading
Day” shall mean any day during which the Principal Market shall be open for business.


Section 1.57
“Transaction Documents” shall have the meaning set forth in Section 4.02.


Section 1.58
“Volume Threshold” shall mean a number of Common Shares equal to the product of (a) the number of Advance Shares
requested by the Company in an Advance Notice multiplied by (b) three.


Section 1.59
“VWAP” means, for any Trading Day, the daily volume weighted average price of the Common Shares for such Trading
Day on the Principal Market during regular trading hours as reported by Bloomberg L.P.






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Article II. Advances


Section 2.01
Advances; Mechanics. Upon the terms, and subject to the conditions of this Agreement, during the Commitment Period, the
Company, at its sole and exclusive discretion, shall have the right, but not the obligation to issue and sell to the Investor, and the
Investor shall purchase from the Company, Common Shares by the delivery to the Investor of Advance Notices, and the Investor, at its sole
and exclusive discretion, shall have the right, but not the obligation, to purchase from the Company, and the Company shall issue and
sell to the Investor, Common Shares by the delivery to the Investor of Advance Notices, in each case on the following terms:


		(a)	Advance Notice. At any time during the Commitment Period the Company may require the Investor to
purchase Shares by delivering an Advance Notice to the Investor, subject to the conditions set forth in Section 7.01, and in accordance
with the following provisions:



		(i)	The Company shall, in its sole discretion, select the (i) number of Advance Shares, not to exceed the
Maximum Advance Amount, it desires to issue and sell to the Investor in each Advance Notice, (ii) the time it desires to deliver each
Advance Notice, and (iii) the Pricing Period to be used, provided however, the Company may only select the Option 2 Pricing Period with
consent of the Investor.



		(ii)	There shall be no mandatory minimum Advances and no non-usages fee for not utilizing the Commitment Amount
or any part thereof.



		(iii)	Notwithstanding the foregoing, for so long as the amounts owed to the Investor under any convertible debentures,
promissory notes, or otherwise, exceeds $5 million, unless otherwise agreed by the Investor, the Investor shall pay to the Company any
proceeds from Advances requested by the Company hereunder by offsetting the amount of the aggregate purchase price of the Shares to be
paid by Investor against an equal amount outstanding under such debt obligations (in a manner determined by the Investor, in accordance
with the terms of such debt obligations). The Investor agrees that if the payment of any proceeds from Advances under this subsection
would trigger a redemption premium or other payment due as a result of an unscheduled payment (a “Redemption Premium”) under
any provision of the convertible debentures, promissory notes or other instruments being paid down through such offset, then the Investor
shall waive such Redemption Premium in connection with such payment.



 






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(b)    
Date of Delivery of Advance Notice. Advance Notices delivered by the Company shall be delivered in accordance with the instructions
set forth on the bottom of Exhibit A. An Advance Notice in respect of an Option 1 Pricing Period shall be deemed delivered on (i)
the day it is received by the Investor if such notice is received by email prior on or before 8:30 a.m. Eastern Time (or later if waived
by the Investor in its sole discretion), or (ii) the immediately succeeding day if it is received by email after 8:30 a.m. Eastern Time.
An Advance Notice in respect of an Option 2 Pricing Period shall only be delivered on a Trading Day and shall be deemed delivered on the
day such notice is received by e-mail. Upon receipt of an Advance Notice, the Investor shall promptly (and, in respect to an Advance Notice
in respect of an Option 2 Pricing Period, in no event more than one-half hour after receipt) provide written confirmation (which may be
by e-mail) of receipt of such Advance Notice, and which confirmation, in the case of an Advance Notice in respect of an Option 2 Pricing
Period shall specify the commencement time of the Option 2 Pricing Period. In all cases, Advance Notices shall be delivered to the Investor
in accordance with the instructions set forth on the bottom of Exhibit A.


		(c)	Advance Limitations. Regardless of the number of Advance Shares requested by the Company or by
the Investor in the Advance Notice, the final number of Shares to be issued and sold pursuant to an Advance Notice shall be reduced in
accordance with each of the following limitations:



		(i)	Ownership Limitation; Commitment Amount. In no event shall the number of Common Shares issuable
to the Investor pursuant to an Advance cause the aggregate number of Common Shares beneficially owned (as calculated pursuant to Section
13(d) of the Exchange Act) by the Investor and its Affiliates (on an aggregated basis) to exceed 4.99% of the then outstanding Common
Shares (the “Ownership Limitation”). Upon the written request of the Investor, the Company shall promptly (but no later
than the next business day on which the transfer agent for the Common Shares is open for business) confirm orally or in writing to the
Investor the number of Common Shares then outstanding. In connection with each Advance Notice delivered by the Company, any portion of
the number of Advance Shares that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of
Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action
required by the Company or the Investor, and such Advance Notice shall be deemed automatically modified to reduce the number of Advance
Shares requested by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic
modification, Investor will promptly notify the Company of such event.



		(ii)	Registration Limitation. In no event shall an Advance exceed the amount registered under the Registration
Statement then in effect (the “Registration Limitation”) or the Exchange Cap, to the extent applicable. In connection
with each Advance Notice, any portion of an Advance that would exceed the Registration Limitation or the Exchange Cap shall automatically
be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the
aggregate amount of the requested Advance by an amount equal to such withdrawn portion in respect of each Advance Notice; provided that
in the event of any such automatic withdrawal and automatic modification, Investor will promptly notify the Company of such event.



 






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		(d)	Volume Threshold. In connection with each Advance Notice, if the total number of Common Shares
traded on the Principal Market during the applicable Pricing Period is less than the Volume Threshold, then the number of Advance Shares
issued and sold pursuant to such Advance Notice shall be reduced to the greater of (a) 30% of the trading volume of the Company’s
Common Shares on the Principal Market during the Pricing Period as reported by Bloomberg L.P., or (b) the number of Common Shares sold
by the Investor during such Pricing Period, but not to exceed the amount requested in the Advance Notice.



		(e)	Unconditional Contract. Notwithstanding any other provision in this Agreement, the Company and
the Investor acknowledge and agree that upon receipt by the other party of a valid Advance Notice the parties shall be deemed to have
entered into an unconditional contract binding on both parties for the purchase and sale of Shares pursuant to such Advance Notice in
accordance with the terms of this Agreement and (i) subject to Applicable Law and (ii) subject to Section 3.08 (Trading Activities),
the Investor may sell Common Shares during the Pricing Period.



Section
2.02 Closings. The closing of each
Advance and each sale and purchase of Shares related to each Advance (each, a “Closing”) shall take place as soon
as practicable on or after each Advance Date in accordance with the procedures set forth below. The parties acknowledge in respect
of an Advance Notice, the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is
irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the
determination of the Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall
fulfill each of its obligations as set forth below:


		(a)	On each Advance Date, the Investor shall deliver to the Company a written document, in the form attached
hereto as Exhibit B (each a “Settlement Document”), setting forth the final number of Shares to be purchased
by the Investor (taking into account any adjustments pursuant to Section 2.01), the Market Price, the Purchase Price, the aggregate
proceeds to be paid by the Investor to the Company, and a report by Bloomberg, L.P. indicating the VWAP for each of the Trading Days during
the Pricing Period (or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties), in each case
in accordance with the terms and conditions of this Agreement.



 






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		(b)	Promptly after receipt of the Settlement Document with respect to each Advance (and, in any event, not
later than one Trading Day after such receipt), the Company will, or will cause its transfer agent to, electronically transfer such number
of Shares to be purchased by the Investor (as set forth in the Settlement Document) by crediting the Investor’s account or its designee’s
account at the Depository Trust Company through its Deposit Withdrawal at Custodian System or by such other means of delivery as may be
mutually agreed upon by the parties hereto, and transmit notification to the Investor that such share transfer has been requested. Promptly
upon receipt of such notification, the Investor shall pay to the Company the aggregate purchase price of the Shares (as set forth in the
Settlement Document) either (i) in cash in immediately available funds to an account designated by the Company in writing and transmit
notification to the Company that such funds transfer has been requested, or (ii) in respect of an Advance Repayment (as defined in the
Promissory Note) by offsetting the amount of the aggregate purchase price of the Shares to be paid by Investor against an equal amount
outstanding under the Promissory Note (first towards accrued and unpaid interest, and then towards outstanding principal). No fractional
shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of shares. To facilitate the transfer
of the Common Shares by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration
Statement covering such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends,
the Investor may only sell such Common Shares pursuant to the Plan of Distribution set forth in the prospectus included in the Registration
Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements)
or pursuant to an available exemption).



		(c)	On or prior to the Advance Date, each of the Company and the Investor shall deliver to the other all documents,
instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect
the transactions contemplated herein.



		(d)	Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i)
the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period,
the parties agree that the pending Advance shall end and the final number of Shares to be purchased by the Investor at the Closing for
such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification
from the Company of a Material Outside Event or Black Out Period.



Section 2.03
Hardship.


		(a)	In the event the Investor sells Common Shares of the Company after receipt of an Advance Notice and the
Company fails to perform its obligations as mandated in Section 2.02, the Company agrees that in addition to and in no way limiting the
rights and obligations set forth in Article V hereto and in addition to any other remedy to which the Investor is entitled at law or in
equity, including, without limitation, specific performance, it will hold the Investor harmless against any loss, claim, damage, or expense
(including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and acknowledges
that irreparable damage may occur in the event of any such default. It is accordingly agreed that the Investor shall be entitled to an
injunction or injunctions to prevent such breaches of this Agreement and to specifically enforce (subject to Applicable Laws and other
rules of the SEC and of the Principal Market), without the posting of a bond or other security, the terms and provisions of this Agreement.



 






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Section 2.04
Pre-Advance Loans. Subject to the mutual consent of the parties, from time to time, the Company may request, and the Investor
shall provide, pre-advance loan (each, a “Pre-Advance Loan”) in the aggregate principal amount not to exceed the Commitment
Amount by providing written notice of such request to the Investor (the “Request”). The closing of each Pre-Advance
Loan shall take place on the third Trading Day following the date of such Request, or such earlier date as may be agreed by the Investor
(the “Pre-Advance Date”). On the Pre-Advance Date (i) the Investor shall pay to the Company the principal amount of
the Pre-Advance Loan, less an original issue discount to be agreed by the parties, in immediately available funds to an account designated
by the Company in writing and transmit notification to the Company that such funds transfer has been initiated, and (ii) the Company
shall deliver to the Investor a convertible promissory note evidencing the Pre-Advance Loan on the terms and conditions of, and substantially
in the form set forth on, Exhibit C attached hereto (the “Promissory Note”), duly executed on behalf of the
Company and such other documents or instruments as requested by the Investor.


Article III. Representations
and Warranties of Investor


The Investor represents
and warrants to the Company, as of the date hereof, each Pre-Advance Date, each Advance Notice Date and each Advance Date that:


Section 3.01
Organization and Authorization. The Investor is an entity duly organized, validly existing and in good standing under the
laws of the Cayman Islands and has all requisite power and authority to execute, deliver and perform its obligations under the Transaction
Documents to which it is a party, including all transactions contemplated hereby and thereby. The decision to invest and the execution
and delivery of the Transaction Documents to which it is a party by the Investor, the performance by the Investor of its obligations hereunder
and thereunder and the consummation by the Investor of the transactions contemplated hereby and thereby have been duly authorized and
require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver the
Transaction Documents to which it is a party and all other instruments on behalf of the Investor or its shareholders. This Agreement and
the other Transaction Documents to which the Investor is a party have been duly executed and delivered by the Investor and, assuming the
execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor,
enforceable against the Investor in accordance with its terms.


Section 3.02
Evaluation of Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable
of evaluating the merits and risks of, and bearing the economic risks entailed by, an investment in the Common Shares of the Company and
of protecting its interests in connection with the transactions contemplated hereby. The Investor acknowledges and agrees that its investment
in the Company involves a high degree of risk, and that the Investor may lose all or a part of its investment.


Section 3.03
No Legal, Investment or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review the
Transaction Documents and the transactions contemplated by the Transaction Documents with its own legal counsel and investment and tax
advisors. The Investor is relying solely on such counsel and advisors and not on any statements or representations of the Company or any
of the Company’s representatives or agents for legal, tax, investment or other advice with respect to the Investor’s acquisition
of Common Shares hereunder, the transactions contemplated by this Agreement or the laws of any jurisdiction, and the Investor acknowledges
that the Investor may lose all or a part of its investment.


 






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Section 3.04
Investment Purpose. The Investor is acquiring the Common Shares and any Promissory Note for its own account, for investment
purposes and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales
registered under or exempt from the registration requirements of the Securities Act; provided, however, that by making the representations
herein, the Investor does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific
term and reserves the right to dispose of the Securities at any time in accordance with, or pursuant to, a Registration Statement filed
pursuant to this Agreement or an applicable exemption under the Securities Act. The Investor does not presently have any agreement or
understanding, directly or indirectly, with any Person to sell or distribute any of the Common Shares. The
Investor acknowledges that it will be disclosed as an “underwriter” and a “selling stockholder” in each Registration
Statement and in any prospectus contained therein.


Section 3.05
Accredited Investor. The Investor is an “Accredited Investor” as that term is defined in Rule 501(a)(3)
of Regulation D.


Section 3.06
Information. The Investor and its advisors (and its counsel), if any, have been furnished with all materials relating to
the business, finances and operations of the Company and information the Investor deemed material to making an informed investment decision.
The Investor and its advisors (and its counsel), if any, have been afforded the opportunity to ask questions of the Company and its management
and have received answers to such questions. Neither such inquiries nor any other due diligence investigations conducted by such Investor
or its advisors (and its counsel), if any, or its representatives shall modify, amend or affect the Investor’s right to rely on
the Company’s representations and warranties contained in this Agreement. The Investor acknowledges and agrees that the Company
has not made to the Investor, and the Investor acknowledges and agrees it has not relied upon, any representations and warranties of the
Company, its employees or any third party other than the representations and warranties of the Company contained in this Agreement. The
Investor understands that its investment involves a high degree of risk. The Investor has sought such accounting, legal and tax advice,
as it has considered necessary to make an informed investment decision with respect to the transactions contemplated hereby.


Section 3.07
Not an Affiliate. The Investor is not an officer, director or a person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with the Company or any “affiliate” of the
Company (as that term is defined in Rule 405 promulgated under the Securities Act).


Section 3.08
No Prior Short Sales. At no time prior to the date of this Agreement has the Investor, its sole member, any of their respective
officers or any entity managed or controlled by the Investor or its sole member engaged in or effected, in any manner whatsoever, directly
or indirectly, for its own principal account, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO
of the Exchange Act) of the Common Shares or (ii) hedging transaction, which establishes a net short position with respect to the
Common Shares that remains in effect as of the date of this Agreement.


Section 3.09
General Solicitation. Neither the Investor, nor any of its affiliates, nor any person acting on its or their behalf, has
engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with
any offer or sale of the Common Shares by the Investor.






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Article IV. Representations
and Warranties of the Company


Except as set forth in
the SEC Documents, the Company represents and warrants to the Investor, as of the date hereof, the Pre-Advance Date, each Advance Notice
Date and each Advance Date (other than representations and warranties that address matters only as of a certain date, which shall be true
and correct as written as of such certain date), that:


Section 4.01
Organization and Qualification. Each of the Company and its Subsidiaries (as defined below) is an entity duly organized
and validly existing under the laws of their respective jurisdictions of organization or incorporation, and has the requisite power and
authority to own its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly
qualified to do business and is in good standing (to the extent applicable) in every jurisdiction in which the nature of the business
conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would
not have a Material Adverse Effect.


Section 4.02
Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority
to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Shares in accordance
with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and the other Transaction Documents, and
the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the
Common Shares) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors and no further
consent or authorization will be required by the Company, its board of directors or its shareholders. This Agreement and the other Transaction
Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and,
assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be)
the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except
as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and
except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents”
means, collectively, this Agreement, any Promissory Notes issued in connection herewith, and each of the other agreements and instruments
entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be
amended from time to time.


 






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Section 4.03
Authorization of the Shares. The Shares to be issued under this Agreement have been, or with respect to Shares to be purchased
by the Investor pursuant to an Advance Notice, will be, when issued and delivered pursuant to the terms approved by the board of directors
of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided
herein, duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security
interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar
rights, and will be registered pursuant to Section 12 of the Exchange Act. The Shares, when issued, will conform to the description thereof
set forth in or incorporated into the Prospectus.


Section 4.04
No Conflict. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by
the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) will
not (i) result in a violation of the articles of incorporation or other organizational documents of the Company or its Subsidiaries (with
respect to consummation, as the same may be amended prior to the date on which any of the transactions contemplated hereby are consummated),
(ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or
give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which
the Company or its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including
federal and state securities laws and regulations) applicable to the Company or its Subsidiaries or by which any property or asset of
the Company or its Subsidiaries is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations
that would not reasonably be expected to have a Material Adverse Effect.


Section 4.05
SEC Documents; Financial Statements. The Company has timely filed (giving effect to permissible extensions in accordance
with Rule 12b-25 under the Exchange Act) all reports, schedules, forms, statements and other documents required to be filed by it with
the SEC pursuant to the Exchange Act for the two years preceding the date hereof (or such shorter period as the Company was required by
law or regulation to file such material) (all of the foregoing filed within two years preceding the date hereof or amended after the date
hereof, or filed after the date hereof, and all exhibits included therein and financial statements and schedules thereto and documents
incorporated by reference therein, and all registration statements filed by the Company under the Securities Act (including any Registration
statements filed hereunder), being hereinafter referred to as the “SEC Documents”). The Company has delivered or made
available to the Investor through the SEC’s website at http://www.sec.gov, true and complete copies of the SEC Documents. As of
their respective dates (or, with respect to any filing that has been amended or superseded, the date of such amendment or superseding
filing), the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable,
and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and did not contained any untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading.


 






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Section 4.06
Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in SEC
Documents, together with the related notes and schedules, present fairly, in all material respects, the consolidated financial position
of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’
equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange
Act and in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent
basis (except for (i) such adjustments to accounting standards and practices as are noted therein, (ii) in the case of unaudited interim
financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be condensed or summary
statements and (iii) such adjustments which will not be material, either individually or in the aggregate) during the periods involved;
the other financial and statistical data with respect to the Company and the Subsidiaries (as defined below) contained or incorporated
by reference in the SEC Documents are accurately and fairly presented and prepared on a basis consistent with the financial statements
and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or
incorporated by reference in the SEC Documents that are not included or incorporated by reference as required; the Company and the Subsidiaries
(as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations),
not described in the SEC Documents (excluding the exhibits thereto); and all disclosures contained or incorporated by reference in the
SEC Documents regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission)
comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent
applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Documents
fairly presents the information called for in all material respects and has been prepared in accordance with the SEC’s rules and
guidelines applicable thereto.


Section 4.07
Registration Statement; Form S-3 Eligibility. The Company and the transactions contemplated by this Agreement meet the requirements
for the use of Form S-3 under the Securities Act and the Shares have been and remain eligible for inclusion by the Company on such shelf
registration statement. Each of the Registration Statement and any post-effective amendment thereto has been declared effective by the
SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment
thereto has been issued under the Securities Act, no order preventing or suspending the use of any base prospectus, the Prospectus Supplement,
the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the Securities Act have been
instituted or are pending or, to the knowledge of the Company, are threatened by the Commission, and, to the knowledge of the Company,
the Company has complied to the SEC’s satisfaction with any request on the part of the SEC for additional information.


 






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Section 4.08
No Misstatement or Omission. Each Registration Statement, when it became or becomes effective, and any Prospectus, on the
date of such Prospectus or amendment or supplement, conformed and will conform in all material respects with the requirements of the Securities
Act. At each Advance Date, the Registration Statement, and the Prospectus, as of such date, will conform in all material respects with
the requirements of the Securities Act. Each Registration Statement, when it became or becomes effective, did not, and will not, contain
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading. Each Prospectus did not, or will not, include an untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The documents
incorporated by reference in a Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference
therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required
to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were
made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and
in conformity with, information furnished to the Company by the Investor specifically for use in the preparation thereof.


Section 4.09
Conformity with Securities Act and Exchange Act. Each Registration Statement, each Prospectus, or any amendment or supplement
thereto, and the documents incorporated by reference in each Registration Statement, Prospectus or any amendment or supplement thereto,
when such documents were or are filed with the SEC under the Securities Act or the Exchange Act or became or become effective under the
Securities Act, as the case may be, conformed or will conform in all material respects with the requirements of the Securities Act and
the Exchange Act, as applicable. 


Section 4.10
Equity Capitalization. As of the date hereof, the Company is authorized
to issue 400,000,000 capital stock, consisting of three classes: 285,774,103 shares of Class A Common Stock, $0.0001 par value per share,
14,225,898 shares of Class B Common Stock, $0.00001 par value per share, and 100,000,000 shares of Preferred Stock, $0.00001 par value
per share. As of the date hereof, there were 69,645,942 shares of Class A Common Stock outstanding, and there were 14,225,632 shares of
Class B Common Stock outstanding. 64,211,840 shares of Class A Common Stock are held by non-affiliates of the Company. 


The Common Shares are registered
pursuant to Section 12(b) of the Exchange Act and is currently listed on a Principal Market under the trading symbol “HLBZ.”
The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Shares under
the Exchange Act, delisting the Common Shares from the Principal Market, nor has the Company received any notification that the Commission
or the Principal Market is contemplating terminating such registration or listing. To the Company’s knowledge, it is in compliance
with all applicable listing requirements of the Principal Market.


Section 4.11
Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all material
trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses,
approvals, governmental authorizations, trade secrets and rights, if any, necessary to conduct their respective businesses as now conducted,
except as would not cause a Material Adverse Effect. The Company and its Subsidiaries have not received written notice of any infringement
by the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service
names, service marks, service mark registrations, or trade secrets, except as would not cause a Material Adverse Effect. To the knowledge
of the Company, there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened
against the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service
names, service marks, service mark registrations, trade secret or other infringement; and, except as would not cause a Material Adverse
Effect, the Company is not aware of any facts or circumstances which might give rise to any of the foregoing.


 






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Section 4.12
Employee Relations. Neither the Company nor any of its Subsidiaries is involved in any labor dispute nor, to the knowledge
of the Company or any of its Subsidiaries, is any such dispute threatened, in each case which is reasonably likely to cause a Material
Adverse Effect.


Section 4.13
Environmental Laws. The Company and its Subsidiaries (i) have not received written notice alleging any failure to comply
in all material respects with all Environmental Laws (as defined below), (ii) have received all permits, licenses or other approvals required
of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received written notice alleging
any failure to comply with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (i),
(ii) and (iii), the failure to so comply would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
The term “Environmental Laws” means all applicable federal, state and local laws relating to pollution or protection
of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface
strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,
contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment,
or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous
Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice
letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.


Section 4.14
Title. Except as would not cause a Material Adverse Effect, the Company (or its Subsidiaries) have indefeasible fee simple
or leasehold title to its properties and material assets owned by it, free and clear of any pledge, lien, security interest, encumbrance,
claim or equitable interest other than such as are not material to the business of the Company. Any real property and facilities held
under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as
are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its
Subsidiaries.


Section 4.15
Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which
the Company and its Subsidiaries are engaged. The Company has no reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business
at a cost that would not have a Material Adverse Effect.


 






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Section 4.16
Regulatory Permits. Except as would not cause a Material Adverse Effect, the Company and its Subsidiaries possess all material
certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to own their
respective businesses, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the
revocation or modification of any such certificate, authorization or permits.


Section 4.17
Internal Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and
to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is
taken with respect to any differences, and management is not aware of any material weaknesses that are not disclosed in the SEC Documents
as and when required.


Section 4.18
Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending against or affecting the Company, the Common Shares or any of the Company’s
Subsidiaries, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect.


Section 4.19
Subsidiaries. The Company does not presently own or control, directly or indirectly, any interest in any other corporation,
partnership, association or other business entity.


Section 4.20
Tax Status. Each of the Company and its Subsidiaries (i) has timely made or filed all foreign, federal and state income
and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes
and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and
declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment
of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. The Company has not received
written notification any unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers
of the Company and its Subsidiaries know of no basis for any such claim where failure to pay would cause a Material Adverse Effect.


Section 4.21
Certain Transactions. Except as not required to be disclosed pursuant to Applicable Law, none of the officers or directors
of the Company is presently a party to any transaction with the Company (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any officer or director, or to the knowledge of the Company,
any corporation, partnership, trust or other entity in which any officer or director has a substantial interest or is an officer, director,
trustee or partner.


 






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Section 4.22
Rights of First Refusal. The Company is not obligated to offer the Common Shares offered hereunder on a right of first refusal
basis or otherwise to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers,
agents or other third parties.


Section 4.23
Dilution. The Company is aware and acknowledges that issuance of Common Shares hereunder could cause dilution to existing
shareholders and could significantly increase the outstanding number of Common Shares.


Section 4.24
Acknowledgment Regarding Investor’s Purchase of Shares. The Company acknowledges and agrees that the Investor is acting
solely in the capacity of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder. The
Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity)
with respect to this Agreement and the transactions contemplated hereunder and any advice given by the Investor or any of its representatives
or agents in connection with this Agreement and the transactions contemplated hereunder is merely incidental to the Investor’s purchase
of the Shares hereunder or a Promissory Note. The Company is aware and acknowledges that it shall not be able to request Advances under
this Agreement if the Registration Statement is not effective or if any issuances of Common Shares pursuant to any Advances would violate
any rules of the Principal Market. The Company acknowledged and agrees that it is capable of evaluating and understanding, and understands
and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement.


Section 4.25
Finder’s Fees. Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s fees,
brokerage commissions or similar payments in connection with the transactions herein contemplated. 


Section 4.26
Relationship of the Parties. Neither the Company, nor any of its subsidiaries, affiliates, nor any person acting on its
or their behalf is a client or customer of the Investor or any of its affiliates and neither the Investor nor any of its affiliates has
provided, or will provide, any services to the Company or any of its affiliates, its subsidiaries, or any person acting on its or their
behalf. The Investor’s relationship to Company is solely as investor as provided for in the Transaction Documents. 


Section 4.27
Operations. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
and  neither the Company nor the Subsidiaries, nor any director, officer, or employee of the
Company or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate or other person acting on behalf of the Company
or any Subsidiary has, not complied with Applicable Law; and no action, suit or proceeding by or before any governmental authority involving
the Company or any of its Subsidiaries with respect to Applicable Laws is pending or, to the knowledge of the Company, threatened.


Section 4.28
Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act) contained in the Registration Statement or a Prospectus has been made or reaffirmed without a reasonable basis
or has been disclosed other than in good faith.


 






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Section 4.29
Compliance with Laws. The Company and each of its Subsidiaries are in compliance with Applicable Laws; the Company has not
received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that any director, officer, or employee
of the Company or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate or other person acting on behalf of the Company
or any Subsidiary has, has not complied with Applicable Laws, or could give rise to a notice of non-compliance with Applicable Laws, and
is not aware of any pending change or contemplated change to any applicable law or regulation or governmental position; in each case that
would materially adversely affect the business of the Company or the business or legal environment under which the Company operates.


Section 4.30
Sanctions Matters. Neither the Company nor any of its Subsidiaries or, to the knowledge of the Company, any director, officer
or controlled affiliate of the Company or any director or officer of any Subsidiary, is a Person that is, or is owned or controlled by
a Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign
Asset Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other
relevant sanctions authorities, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked
Persons List or OFAC’s Foreign Sanctions Evaders List or other relevant sanctions authority (collectively, “Sanctions”),
or (ii) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings
with that country or territory (including, without limitation, the Crimea region, the Donetsk People’s Republic and Luhansk People’s
Republic in Ukraine, Cuba, Iran, North Korea, Russia, Sudan and Syria (the “Sanctioned Countries”)). Neither the Company
nor any of its Subsidiaries will, directly or indirectly, use the proceeds from the sale of Advance Shares, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other Person (a) for the purpose of funding or facilitating
any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is
the subject of Sanctions or is a Sanctioned Country, or (b) in any other manner that will result in a violation of Sanctions or Applicable
Laws by any Person (including any Person participating in the transactions contemplated by this Agreement, whether as underwriter, advisor,
investor or otherwise). For the past five years, neither the Company nor any of its Subsidiaries has engaged in, and is now not engaged
in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or
was the subject of Sanctions or was a Sanctioned Country. Neither the Company nor any of its Subsidiaries nor any director, officer or
controlled affiliate of the Company or any of its Subsidiaries, has ever had funds blocked by a United States bank or financial institution,
temporarily or otherwise, as a result of OFAC concerns.


Article V. Indemnification


The Investor and the Company
represent to the other the following with respect to itself:


 






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Section 5.01
Indemnification by the Company. In consideration of the Investor’s execution and delivery of this Agreement, and in
addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless
the Investor and its investment manager, Yorkville Advisors Global, LP, and each of their respective officers, directors, managers, members,
partners, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this
Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act (collectively, the “Investor Indemnitees”) from and against any and all actions, causes of action, suits, claims,
losses, costs, penalties, fees, liabilities and damages, and reasonable and documented expenses in connection therewith (irrespective
of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable
attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Investor Indemnitees or any
of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus,
or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however,
that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is
based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on behalf of the Investor specifically for inclusion therein; (b) any
material misrepresentation or breach of any material representation or material warranty made by the Company in this Agreement or any
other certificate, instrument or document contemplated hereby or thereby; or (c) any material breach of any material covenant, material
agreement or material obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated
hereby or thereby. To the extent that the foregoing undertaking by the Company may be unenforceable under Applicable Law, the Company
shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under
Applicable Law.


Section 5.02
Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in
addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold
harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained
in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against
any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating
to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration
of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement
thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for
written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the
documents referred to in the foregoing indemnity; (b) any misrepresentation or breach of any representation or warranty made by the Investor
in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant,
agreement or obligation of the Investor(s) contained in this Agreement or any other certificate, instrument or document contemplated hereby
or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable
Law, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is
permissible under Applicable Law.


 






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Section 5.03
Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of
any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee
or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying
party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify
the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced
by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably
satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that
an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party
fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee
or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor
Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company
Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim
by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee
or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee
reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be
liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying
party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent
of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which
does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee
of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying
party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic
payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor
is due.


Section 5.04
Remedies. The remedies provided for in this Article V are not exclusive and shall not limit any right or remedy which may
be available to any indemnified person at law or equity. The obligations of the parties to indemnify or make contribution under this Article
V shall survive expiration or termination of this Agreement.


 






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Section 5.05
Limitation of liability. Notwithstanding the foregoing, no party shall be entitled to recover from the other party for punitive,
indirect, incidental or consequential damages.


Article VI.

Covenants of the Company


The Company covenants with
the Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the benefit of the other party:


Section 6.01
Registration Statement.


(a)
The Company has filed, in accordance with the provisions of the Securities Act and the rules and regulations thereunder, with the
SEC a shelf registration statement on Form S-3 (File Number 333-267783) (the “Initial Registration Statement”) including
a base prospectus, with respect to the issuance and sale of securities by the Company, including Common Shares, which contains, among
other things a Plan of Distribution section disclosing the methods by which the Company may sell the Common Shares. The Initial Registration
Statement was declared effective on October 17, 2022 and remains in effect on the date hereof. Except where the context otherwise requires,
the Initial Registration Statement, as amended when it became effective, including all documents filed as part thereof or incorporated
by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b)
under the Securities Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the Securities Act, is
herein called the “Registration Statement.”


		(b)	Promptly after the date hereof (and prior to the Company delivering an Advance Notice to the Investor
hereunder), the Company shall file with the SEC a report on Form 8-K or such other appropriate form as determined by counsel to the Company,
relating to the transactions contemplated by this Agreement and a preliminary Prospectus Supplement pursuant to Rule 424(b) of the Securities
Act disclosing all information relating to the transaction contemplated hereby required to be disclosed therein and an updated Plan of
Distribution, including, without limitation, the name of the Investor, the number of Shares being offered hereunder, the terms of the
offering, the purchase price of the Shares, and other material terms of the offering, and any other information or disclosure necessary
to register the transactions contemplated herein (collectively, the “Initial Disclosure”) and shall provide the Investor
with 24 hours to review the Initial Disclosure prior to its filing. Promptly, and in any event no later than two days after each Advance
Date, the Company shall file with the SEC a Prospectus Supplement pursuant to Rule 424(b) of the Securities Act disclosing all information
relating to the particular Advance to be disclosed therein, including, without limitation, the number of Shares offered and the purchase
price of the Shares, and other material terms of the particular offering, and any other information or disclosure necessary to register
the Shares issued pursuant to such Advance.



 






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		(c)	Maintaining a Registration Statement. The Company shall use commercially reasonable efforts to
maintain the effectiveness of any Registration Statement with respect to the Shares at all times during the Commitment Period (the “Registration
Period”). Notwithstanding anything to the contrary contained in this Agreement, the Company shall ensure that, when filed, each
Registration Statement (including, without limitation, all amendments and supplements thereto) and the prospectus (including, without
limitation, all amendments and supplements thereto) used in connection with such Registration Statement shall not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the
case of prospectuses, in the light of the circumstances in which they were made) not misleading. During the Commitment Period, the Company
shall notify the Investor promptly if (i) the Registration Statement shall cease to be effective under the Securities Act, (ii) the Common
Shares shall cease to be authorized for listing on the Principal Market, (iii) the Common Shares cease to be registered under Section
12(b) or Section 12(g) of the Exchange Act or (iv) the Company fails to file in a timely manner all reports and other documents required
of it as a reporting company under the Exchange Act.



		(d)	Filing Procedures. Not less than one business days prior to the filing of a Registration Statement
and not less than one business day prior to the filing of any related amendments and supplements to any Registration Statements (except
for any amendments or supplements caused by the filing of any annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, and any similar or successor reports), the Company shall furnish to the Investor copies of all such documents proposed to
be filed, which documents (other than those filed pursuant to Rule 424 promulgated under the Securities Act) will be subject to the reasonable
and prompt review of the Investor (in each of which cases, if such document contains material non-public information as consented to by
the Investor pursuant to Section 6.13, the information provided to Investor will be kept strictly confidential until filed and treated
as subject to Section 6.08). The Investor shall furnish comments on a Registration Statement and any related amendment and supplement
to a Registration Statement to the Company within 24 hours of the receipt thereof. If the Investor fails to provide comments to the Company
within such 24-hour period, then the Registration Statement, related amendment or related supplement, as applicable, shall be deemed accepted
by the Investor in the form originally delivered by the Company to the Investor.



		(e)	Delivery of Final Documents. The Company shall furnish to the Investor without charge, (i) at least
one copy of each Registration Statement as declared effective by the SEC and any amendment(s) thereto, including financial statements
and schedules, all documents incorporated therein by reference, all exhibits and each preliminary prospectus, (ii) at the request of the
Investor, at least one copy of the final prospectus included in such Registration Statement and all amendments and supplements thereto
(or such other number of copies as the Investor may reasonably request) and (iii) such other documents as the Investor may reasonably
request from time to time in order to facilitate the disposition of the Common Shares owned by the Investor pursuant to a Registration
Statement. Filing of the forgoing with the SEC via its EDGAR system shall satisfy the requirements of this section.



 






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		(f)	Amendments and Other Filings. The Company agrees that on such dates as the Securities Act shall
require, the Company will file a Prospectus Supplement or other appropriate form as determined by counsel with the SEC under the applicable
paragraph of Rule 424(b) under the Securities Act, which Prospectus Supplement will set forth, within the relevant period, the amount
of Shares sold to the Investor, the net proceeds to the Company and the discount paid by the Investor with respect to such Shares. The
Company shall provide the Investor at least 12 hours to comment on a draft of each such Prospectus Supplement (and shall give due consideration
to all such comments) and shall deliver or make available to the Investor, without charge, an electronic copy of each form of Prospectus
Supplement, together with the Base Prospectus.



		(g)	Blue-Sky. The Company shall use its commercially reasonable efforts to, if required by Applicable
Law, (i) register and qualify the Common Shares covered by a Registration Statement under such other securities or “blue sky”
laws of such jurisdictions in the United States as the Investor reasonably requests, (ii) prepare and file in those jurisdictions,
such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof during the Commitment Period, (iii) take such other actions as may be necessary to maintain such registrations
and qualifications in effect at all times during the Commitment Period, and (iv) take all other actions reasonably necessary or advisable
to qualify the Common Shares for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith
or as a condition thereto to (w) make any change to its Articles of Incorporation or Bylaws, (x) qualify to do business in any jurisdiction
where it would not otherwise be required to qualify but for this Section 6.01(f), (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify the Investor of the receipt
by the Company of any notification with respect to the suspension of the registration or qualification of any of the Common Shares for
sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the
initiation or threat of any proceeding for such purpose.



Section 6.02
Suspension of Registration Statement.


		(a)	Establishment of a Black Out Period. During the Commitment Period, the Company from time to time
may suspend the use of the Registration Statement by written notice to the Investor in the event that the Company determines in its sole
discretion in good faith that such suspension is necessary to (A) delay the disclosure of material nonpublic information concerning the
Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or
(B) amend or supplement the Registration Statement or prospectus so that such Registration Statement or prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading (a “Black Out Period”).



 






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		(b)	No Sales by Investor During the Black Out Period. During such Black Out Period, the Investor agrees
not to sell any Common Shares of the Company.



		(c)	Limitations on the Black Out Period. The Company shall not impose any Black Out Period that is
longer than 15 days or in a manner that is more restrictive (including, without limitation, as to duration) than the comparable restrictions
that the Company may impose on transfers of the Company’s equity securities by its directors and senior executive officers. In addition,
the Company shall not deliver any Advance Notice during any Black Out Period. If the public announcement of such material, nonpublic information
is made during a Black Out Period, the Black Out Period shall terminate immediately after such announcement, and the Company shall immediately
notify the Investor of the termination of the Black Out Period.



Section 6.03
Listing of Common Shares. As of each Advance Date, the Shares to be sold by the Company from time to time hereunder will
have been registered under Section 12(b) of the Exchange Act and approved for listing on the Principal Market, subject to official notice
of issuance.


Section 6.04
Opinion of Counsel. Prior to the earlier of (i) the date of the delivery by the Company of the first Advance Notice, and
(ii) the first Pre-Advance Date, the Investor shall have received an opinion letter from counsel to the Company in form and substance
reasonably satisfactory to the Investor.


Section 6.05
Exchange Act Registration. The Company will file in a timely manner all reports and other documents required of it as a
reporting company under the Exchange Act and will not take any action or file any document (whether or not permitted by Exchange Act or
the rules thereunder) to terminate or suspend its reporting and filing obligations under the Exchange Act.


Section 6.06
Transfer Agent Instructions. For any time while there is a Registration Statement in effect for this transaction, the Company
shall (if required by the transfer agent for the Common Shares) cause legal counsel for the Company to deliver to the transfer agent for
the Common Shares (with a copy to the Investor) instructions to issue Common Shares to the Investor free of restrictive legends upon each
Advance if the delivery of such instructions are consistent with Applicable Law.


Section 6.07
Corporate Existence. The Company will use commercially reasonable efforts to preserve and continue the corporate existence
of the Company during the Commitment Period.


 






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Section 6.08
Notice of Certain Events Affecting Registration; Suspension of Right to Make an Advance. The Company will promptly notify
the Investor, and confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a Registration
Statement or related prospectus relating to an offering of Common Shares (in each of which cases the information provided to Investor
will be kept strictly confidential): (i) receipt of any request for additional information by the SEC or any other Federal or state governmental
authority during the period of effectiveness of the Registration Statement or any request for amendments or supplements to the Registration
Statement or related prospectus; (ii) the issuance by the SEC or any other Federal governmental authority of any stop order suspending
the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification
with respect to the suspension of the qualification or exemption from qualification of any of the Common Shares for sale in any jurisdiction
or the initiation or written threat of any proceeding for such purpose; (iv) the happening of any event that makes any statement made
in the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that,
in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus,
it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading, or of the necessity to amend
the Registration Statement or supplement a related prospectus to comply with the Securities Act or any other law; and (v) the Company’s
reasonable determination that a post-effective amendment to the Registration Statement would be appropriate; and the Company will promptly
make available to the Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor
any Advance Notice, and the Company shall not sell any Shares pursuant to any pending Advance Notice (other than as required pursuant
to Section 2.02(d)), during the continuation of any of the foregoing events (each of the events described in the immediately preceding
clauses (i) through (v), inclusive, a “Material Outside Event”).


Section 6.09
Consolidation. If an Advance Notice has been delivered to the Investor, then the Company shall not effect any consolidation
of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity before the transaction
contemplated in such Advance Notice has been closed in accordance with Section 2.02 hereof, and all Shares in connection with such Advance
have been received by the Investor.


Section 6.10
Market Activities. The Company will not, directly or indirectly, take any action designed to cause or result in, or that
constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company
under Regulation M of the Exchange Act.


Section 6.11
Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated,
will pay all expenses incident to the performance of its obligations hereunder, including but not limited to (i) the preparation, printing
and filing of the Registration Statement and each amendment and supplement thereto, of each prospectus and of each amendment and supplement
thereto; (ii) the preparation, issuance and delivery of any Shares issued pursuant to this Agreement, (iii) all fees and disbursements
of the Company’s counsel, accountants and other advisors (but not, for the avoidance doubt, the fees and disbursements of Investor’s
counsel, accountants and other advisors), (iv) the qualification of the Shares under securities laws in accordance with the provisions
of this Agreement, including filing fees in connection therewith, (v) the printing and delivery of copies of any prospectus and any amendments
or supplements thereto, (vi) the fees and expenses incurred in connection with the listing or qualification of the Shares for trading
on the Principal Market, or (vii) filing fees of the SEC and the Principal Market.


 






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Section 6.12
Current Report. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective
officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company
or any of its Subsidiaries without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s
sole discretion and if granted must include an agreement to keep such information confidential until publicly disclosed or 45 days have
passed); it being understood that the mere notification of Investor required pursuant to Section 6.08(iv) hereof shall not in and of itself
be deemed to be material non-public information. Notwithstanding anything contained in this Agreement to the contrary, the Company expressly
agrees that it shall publicly disclose, no later than four (4) Business Days following the date hereof, but in any event prior to delivering
the first Advance Notice hereunder, any information communicated to the Investor by or, to the knowledge of the Company, on behalf of
the Company in connection with the transactions contemplated herein, which, following the date hereof would, if not so disclosed, constitute
material, non-public information regarding the Company or its Subsidiaries.


Section 6.13
Advance Notice Limitation. The Company shall not deliver an Advance Notice if a shareholder meeting or corporate action
date, or the record date for any shareholder meeting or any corporate action, would fall during the period beginning two Trading Days
prior to the date of delivery of such Advance Notice and ending two Trading Days following the Closing of such Advance.


Section 6.14
Use of Proceeds. The Company will use the proceeds from the sale of the Common Shares hereunder and from any Promissory
Note for working capital and other general corporate purposes or, if different, in a manner consistent with the application thereof described
in the Registration Statement. Neither the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the transactions
contemplated herein, or lend, contribute, facilitate or otherwise make available such proceeds to any Person (i) to fund, either
directly or indirectly, any activities or business of or with any Person that is identified on the list of Specially Designated Nationals
and Blocker Persons maintained by OFAC, or in any country or territory, that, at the time of such funding, is, or whose government is,
the subject of Sanctions or Sanctions Programs, or (ii) in any other manner that will result in a violation of Sanctions or Applicable
Laws.


Section 6.15
Compliance with Laws. The Company shall comply in all material respects with all Applicable Laws.


Section 6.16
Market Activities. Neither the Company, nor any Subsidiary, nor any of their respective officers, directors or controlling
persons will, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or might reasonably
be expected to constitute or result, in the stabilization or manipulation of the price of any security of the Company to facilitate the
sale or resale of Common Shares or (ii) sell, bid for, or purchase Common Shares in violation of Regulation M, or pay anyone any
compensation for soliciting purchases of the Shares.


Section 6.17
Trading Information. Upon the Company’s request, the Investor agrees to provide the Company with trading reports setting
forth the number and average sales prices of shares of Common Stock sold by the Investor during the prior trading week.


 






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Section 6.18
Selling Restrictions. (i) Except as expressly set forth below, the Investor covenants that from and after the date hereof
through and including the first Trading Day following the expiration or termination of this Agreement as provided in Section 11.01 (the
“Restricted Period”), none of the Investor, any of its officers or any entity managed or controlled by the Investor
(collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”)
shall, directly or indirectly, engage in any “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange
Act) of the Common Shares either for its own principal account or for the principal account of any other Restricted Person. Notwithstanding
the foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would
otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under
Rule 200 promulgated under Regulation SHO) the Shares; or (2) selling a number of shares of Class A Common equal to the number of Shares
that such Restricted Person is unconditionally obligated to purchase under a pending Advance Notice but has not yet received from the
Company or the transfer agent pursuant to this Agreement.


Article VII.

Conditions for Delivery of Advance Notice


Section 7.01
Conditions Precedent to the Right of the Company to Deliver an Advance Notice. The right of the Company to deliver an Advance
Notice and the obligations of the Investor hereunder with respect to an Advance is subject to the satisfaction by the Company, on each
Advance Notice Date, of each of the following conditions:


		(a)	Accuracy of the Company’s Representations and Warranties. The representations and warranties
of the Company in this Agreement shall be true and correct in all material respects.



		(b)	Registration of the Common Shares with the SEC. The Registration Statement shall be effective pursuant
to which the Company is permitted to utilize the prospectus thereunder to sell to the Investor all of the Common Shares issuable pursuant
to such Advance Notice. The Company shall have filed with the SEC in a timely manner all reports, notices and other documents required
under the Exchange Act and applicable SEC regulations during the twelve-month period immediately preceding the applicable Advance Notice
Date.



		(c)	Authority. The Company shall have obtained all permits and qualifications required by any applicable
state for the offer and sale of all the Common Shares issuable pursuant to such Advance Notice, or shall have the availability of exemptions
therefrom. The sale and issuance of such Common Shares shall be legally permitted by all laws and regulations to which the Company is
subject.



		(d)	No Material Outside Event. No Material Outside Event shall have occurred and be continuing.



 


 






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		(e)	Performance by the Company. The Company shall have performed, satisfied and complied in all material
respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company
at or prior the applicable Advance Notice Date.



		(f)	No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or
directly, materially and adversely affects any of the transactions contemplated by this Agreement.



		(g)	No Suspension of Trading in or Delisting of Common Shares. The Common Shares are quoted for trading
on the Principal Market and all of the Shares issuable pursuant to such Advance Notice will be listed or quoted for trading on the Principal
Market. The issuance of Common Shares with respect to the applicable Advance Notice will not violate the shareholder approval requirements
of the Principal Market. The Company shall not have received any written notice that is then still pending threatening the continued quotation
of the Common Shares on the Principal Market.



		(h)	Authorized. There shall be a sufficient number of authorized but unissued and otherwise unreserved
Common Shares for the issuance of all of the Shares issuable pursuant to such Advance Notice.



		(i)	Executed Advance Notice. The representations contained in the applicable Advance Notice shall be
true and correct in all material respects as of the applicable Advance Notice Date.



		(j)	Consecutive Advance Notices. Except with respect to the first Advance Notice, the applicable Pricing
Period for all prior Advances shall have been completed and the Company shall have delivered all Shares relating to all prior Advances.



Article VIII.

Non-Disclosure of Non-Public Information


The Company covenants and agrees that, other than
as expressly required by Section 6.08 hereof, or, with the Investor’s consent pursuant to Section 6.01(d) and Section 6.13, it shall
refrain from disclosing, and shall cause its officers, directors, employees and agents to refrain from disclosing, any material non-public
information (as determined under the Securities Act, the Exchange Act, or the rules and regulations of the SEC) to the Investor without
also disseminating such information to the public, unless prior to disclosure of such information the Company identifies such information
as being material non-public information and provides the Investor with the opportunity to accept or refuse to accept such material non-public
information for review. Unless specifically agreed to in writing, in no event shall the Investor have a duty of confidentiality, or be
deemed to have agreed to maintain information in confidence, with respect to the delivery of any Advance Notices.


 






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Article IX.

Non Exclusive Agreement


Notwithstanding anything
contained herein, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and the Company may, at any time
throughout the term of this Agreement and thereafter, issue and allot, or undertake to issue and allot, any shares and/or securities and/or
convertible notes, bonds, debentures, options to acquire shares or other securities and/or other facilities which may be converted into
or replaced by Common Shares or other securities of the Company, and to extend, renew and/or recycle any bonds and/or debentures, and/or
grant any rights with respect to its existing and/or future share capital.


Article X.

Choice of Law/Jurisdiction


This Agreement shall be
governed by and interpreted in accordance with the laws of the State of New York without regard to the principles of conflict of laws.
The parties further agree that any action between them shall be heard in New York County, New York, and expressly consent to the jurisdiction
and venue of the Supreme Court of New York, sitting in New York County, New York and the United States District Court of the Southern
District of New York, sitting in New York, New York, for the adjudication of any civil action asserted pursuant to this Agreement.


Article XI. Assignment;
Termination


Section 11.01   
Assignment. Neither this Agreement nor any rights or obligations of the parties hereto may be assigned to any other Person.


Section 11.02   
Termination.


		(a)	Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliest
of (i) the first day of the month next following the 24-month anniversary of the date hereof or (ii) the date on which the Investor
shall have made payment of Advances pursuant to this Agreement for Common Shares equal to the Commitment Amount.



		(b)	The Company may terminate this Agreement effective upon five (5) Trading Days’ prior written notice
to the Investor; provided that (i) there are no outstanding Advance Notices, the Common Shares under which have yet to be issued, (ii)
there is no outstanding Promissory Note which has not be fully repaid, and (iii) the Company has paid all amounts owed to the Investor
pursuant to this Agreement. This Agreement may be terminated at any time by the mutual written consent of the parties, effective as of
the date of such mutual written consent unless otherwise provided in such written consent.



		(c)	Nothing in this Section 11.02 shall be deemed to release the Company or the Investor from any liability
for any breach under this Agreement, or to impair the rights of the Company and the Investor to compel specific performance by the other
party of its obligations under this Agreement. The indemnification provisions contained in Article V shall survive termination hereunder.







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Article XII. Notices


Other than with respect
to Advance Notices, which must be in writing and will be deemed delivered on the day set forth in Section 2.01(b), any notices, consents,
waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed
to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or e-mail if sent on a Trading
Day, or, if not sent on a Trading Day, on the immediately following Trading Day; (iii) 5 days after being sent by U.S. certified mail,
return receipt requested, (iv) 1 day after deposit with a nationally recognized overnight delivery service, in each case properly addressed
to the party to receive the same. The addresses and facsimile numbers for such communications (except for Advance Notices which shall
be delivered in accordance with Exhibit A hereof) shall be:


	If to the Company, to:	
    Helbiz, Inc.

    32 Old Slip

    New York, NY 10005

    Attention: Salvatore Palella

    Telephone: (917) 535-2610

    Email: ceo@helbiz.com

     

	
     

    With a copy to (which shall not

    constitute notice or delivery of process) to:
	 
	 	
    William Rosenstadt

    Ortoli Rosenstadt LLP

    366 Madison Avenue, 3rd Floor

    New York, NY 10017

    Telephone:  (212) 588-0022

    E-Mail:  wsr@orllp.legal

	 	
     

     

	If to the Investor(s):	YA II PN, Ltd.
	 	1012 Springfield Avenue
	 	Mountainside, NJ 07092
	 	Attention:Mark Angelo
	 	Portfolio Manager
	 	Telephone:(201) 985-8300
	 	
    Email:mangelo@yorkvilleadvisors.com

     




 


 






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    With a copy (which shall not

    constitute notice or delivery of process) to:
	
    David Fine, Esq.

    1012 Springfield Avenue

    Mountainside, NJ 07092

	 	Telephone:(201) 985-8300
	 	Email: legal@yorkvilleadvisors.com
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


or at such other address and/or e-mail and/or
to the attention of such other person as the recipient party has specified by written notice given to each other party three Business
Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver
or other communication, (ii) electronically generated by the sender’s email service provider containing the time, date, recipient
email address or (iii) provided by a nationally recognized overnight delivery service shall be rebuttable evidence of personal service,
receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above,
respectively.


Article XIII. Miscellaneous


Section 13.01   
Counterparts. This Agreement may be executed in identical counterparts, both which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. Facsimile or other
electronically scanned and delivered signatures (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform
Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), including
by e-mail attachment, shall be deemed to have been duly and validly delivered and be valid and effective for all purposes of this Agreement.


Section 13.02   
Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor,
the Company, their respective affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement
contains the entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth herein,
neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision
of this Agreement may be waived or amended other than by an instrument in writing signed by the parties to this Agreement.


Section 13.03   
Reporting Entity for the Common Shares. The reporting entity relied upon for the determination of the trading price or trading
volume of the Common Shares on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto.
The written mutual consent of the Investor and the Company shall be required to employ any other reporting entity.


 






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Section 13.04   
Commitment Fee.   Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants,
appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the
Company pay a commitment fee in the amount equal to 2% of the Commitment Amount (the “Commitment Fee"), which shall be paid
within 6 months of the date hereof, and, which shall be paid, at the option of the Company, in cash or by an Advance in an amount equal
to the Commitment Fee with the proceeds to be paid by the Investor set off against the outstanding balance of the Commitment Fee.

Section 13.05   
Brokerage. Each of the parties hereto represents that it has had no dealings in connection with this transaction with any
finder or broker who will demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor,
on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any person claiming
brokerage commissions or finder’s fees on account of services purported to have been rendered on behalf of the indemnifying party
in connection with this Agreement or the transactions contemplated hereby.


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IN WITNESS WHEREOF,
the parties hereto have caused this STANDBY EQUITY PURCHASE AGREEMENT to be executed by the undersigned, thereunto duly authorized, as
of the date first set forth above.


	 	COMPANY:
	 	Helbiz, inc.
	 	 
	 	By:                                         
	 	Name: Salvatore Pallela
	 	Title: Chief Executive Officer
	 	 
	 	 
	 	 
	 	 
	 	INVESTOR:
	 	YA II PN, Ltd.
	 	 
	 	By:Yorkville Advisors Global, LP
	 	Its:Investment Manager
	 	
     

    By: Yorkville Advisors Global II, LLC

    Its: General Partner

     

	 	By:                               
	 	Name:Matt Beckman
	 	Title:Member
	 	 


 


 


 




    	 



    	 



    

EXHIBIT A

ADVANCE NOTICE PURSUANT TO SECTION 2.01(a)


HELBIZ, INC.


Dated: ______________Advance Notice Number:
____


The
undersigned, _______________________, hereby certifies, with respect to the sale of Common Shares of
HELBIZ, INC. (the “Company”) issuable in connection with this Advance Notice, delivered pursuant to that certain STANDBY
EQUITY PURCHASE AGREEMENT, dated as of October ___, 2022 (the “Agreement”), as follows: 


1.The
undersigned is the duly elected ______________ of the Company.


2.There
are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post-effective
amendment to the Registration Statement.


3. The
Company has performed in all material respects all covenants and agreements to be performed by the Company contained in this Agreement
on or prior to the Advance Notice Date. All conditions to the delivery of this Advance Notice are satisfied as of the date hereof.


4.The
number of Advance Shares the Company is requesting is _____________________.


5.The
Pricing Period for this Advance shall be an [Option 1 Pricing Period]/[Option 2 Pricing Period].


6.The
number of Common Shares of the Company outstanding as of the date hereof is ___________.


The undersigned has executed
this Advance Notice as of the date first set forth above.


HELBIZ, INC.


 


By: _______________________


 




    	 



    	 



    


 


 


EXHIBIT B


FORM OF SETTLEMENT DOCUMENT


 


VIA EMAIL


 


HELBIZ, Inc.


Attn: 


Email:


	 	Below please find the settlement information with respect to the Advance Notice Date of:	 
	1.	Number of Common Shares requested in the Advance Notice	 
	2.	Adjusted amount (after taking into account any adjustments pursuant to Section 2.01(c) and (d)):	 
	3.	Market Price	 
	4.	Purchase Price per share	 
	5.	Total Amount to be paid to the Company	 


 




Please issue the number of Advance Shares due to the Investor to the account of the Investor as follows:


Investor’s
DTC participant #:


ACCOUNT NAME:


ACCOUNT NUMBER:


ADDRESS:


CITY:


COUNTRY:


Contact person:


Number and/or email: 


Sincerely, 


YA II PN, LTD.


 


 


 


Agreed and approved By HELBIZ,
Inc.:


 


 


__________________________________


Name: 


Title:


 


 




    	 



    	 



    


 


EXHIBIT C


FORM OF PROMISSORY NOTE