Exhibit 10.3


 


 


THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES
ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES
ACT"). THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES
ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY STATE SECURITIES LAWS OR (c) WITH THE PRIOR
WRITTEN CONSENT OF THE CORPORATION, PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.


 


SHARE PURCHASE WARRANT


 


For the Purchase of 1,000,000 Shares


of


HELBIZ INC.


 


 


1. Purchase Warrant. THIS CERTIFIES THAT,
in consideration of funds duly paid by or on behalf of YA II PN, Ltd. (“Holder”), as registered owner of this Purchase
Warrant, to HELBIZ INC., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time
from October 12, 2021 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on the five year Anniversary
of the Commencement Date (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole
or in part, up to 1,000,000 shares of Company Class A common stock, par value $0.00001 per share (the “Shares”), subject
to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to
close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein.
During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant,
except as otherwise provided herein or with the Holder’s consent. This Purchase Warrant is initially exercisable at $20.00 per Share; provided, however,
that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted by this Purchase Warrant, including the
exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term
“Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. This
Purchase Warrant is being issued in connection a Securities Purchase Agreement entered into on October 12, 2021 (the “Subscription
Agreement”), and any capitalized terms used but not otherwise defined herein shall have the meaning given to them in the Subscription
Agreement.


 


2. Exercise.


 


2.1 Exercise Form.
In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and delivered to the
Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased payable in cash by wire
transfer of immediately available funds to an account designated by the Company or by certified check or official bank check. If the subscription
rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall
become and be void without further force or effect, and all rights represented hereby shall cease and expire.


 


2.2 Payment.  This
Purchase Warrant may be exercised at the Holder’s election at any time commencing six months after the Commencement Date by paying
in full the Exercise Price for each share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in
connection with the exercise of the Warrant, as follows:


 


(a) by certified check or bank draft or
wire transfer of immediately available funds to the payable order of the Company; or


 






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(b) at the Holder’s election at any
time commencing six months after the Commencement Date that a Registration Statement for the resale of the shares of Common Stock underlying
this Purchase Agreement is not effective and current, for that number of shares of Common Stock equal to the quotient obtained by dividing
(x) the product of the number of shares of Common Stock underlying the portion of this Purchase Warrant being exercised, multiplied by
the difference between the Exercise Price and the “Fair Market Value” by (y) the Fair Market Value; provided, however,
that no cashless exercise shall be permitted unless the Fair Market Value is higher than the Exercise Price. Solely for purposes of this
Section 2.2(b), the “Fair Market Value” shall mean either (i) if the Company’s Common Stock is traded on a national
securities exchange, the reported last sale price of one share of the Company’s Common Stock on such exchange on the date of exercise;
(ii) if the Company’s Common Stock is traded on any tier of the OTC Markets (or any successor over-the-counter market), the closing
bid price on such over-the-counter market on the date of exercise; or (iii) if clauses (i) or (ii) do not apply, the fair market value
as shall be determined in good faith by the Company’s Board of Directors.


 


2.3 Legend. Each certificate
for the Shares purchased under this Purchase Warrant shall bear a legend as follows unless such Shares have been registered under the
Securities Act of 1933, as amended (the “Act”):


 


“The securities represented
by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable
state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise transferred except pursuant to an
effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law which,
in the opinion of counsel to the Company, is available.”


 


3. Transfer.


 


3.1 General Restrictions.
In order to make any permitted assignment of this Purchase Warrant, the Holder must deliver to the Company the assignment form attached
hereto duly executed and completed, together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection
therewith. The Company shall within five (5) Business Days upon receipt of the completed assignment form and payment of all transfer taxes,
if any, transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants
of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder
or such portion of such number as shall be contemplated by any such assignment. The term “Business Day” means any day
other than a Saturday, Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in
New York, New York.


 


3.2 Restrictions Imposed
by the Act. The Shares evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the Company has received
the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act
and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company or (ii) a
registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such Shares has been
filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”)
and compliance with applicable state securities law has been established.


 


4. New Purchase Warrants to be Issued.


 


4.1 Partial Exercise or
Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole or in part.
In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation, together with
the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised pursuant
to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor to this
Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder as
to which this Purchase Warrant has not been exercised or assigned.


 


4.2 Lost Certificate.
Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant and
of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Warrant of like
tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall
constitute a substitute contractual obligation on the part of the Company.


 


 






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5. Adjustments.


 


5.1 Adjustments to Exercise
Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall be subject to adjustment
from time to time as hereinafter set forth:


 


5.1.1 Share Dividends; Split
Ups. If, after the date hereof, and subject to the provisions of Section 5.3 below, the number of outstanding Shares is increased
by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day thereof, the number
of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the Exercise Price shall
be proportionately decreased.


 


5.1.2 Aggregation of Shares.
If, after the date hereof, and subject to the provisions of Section 5.3 below, the number of outstanding Shares is decreased by a consolidation,
combination or reclassification of Shares or other similar event, then, on the effective date thereof, the number of Shares purchasable
hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the Exercise Price shall be proportionately increased.


 


5.1.3 Replacement of Securities
upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than a change covered
by Section 5.1.1 or 5.1.2 hereof or that solely affects the par value of such Shares, or in the case of any share reconstruction or amalgamation
or consolidation or merger of the Company with or into another corporation (other than a consolidation or share reconstruction or amalgamation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the
outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety
or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant shall have the
right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to receive upon the exercise hereof, for the
same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities
or property (including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation,
or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable upon exercise
of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in Shares covered by Section
5.1.1 or 5.1.2, then such adjustment shall be made pursuant to Sections 5.1.1, 5.1.2 and this Section 5.1.3. The provisions of this Section
5.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations,
sales or other transfers.


 


5.1.4 Changes in Form of
Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section 5.1, and Purchase
Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated in the Purchase Warrants
initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants reflecting a required
or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation
thereof.


 


5.2 Substitute Purchase
Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation or merger of the Company with or
into, another corporation (other than a consolidation or share reconstruction or amalgamation or merger which does not result in any reclassification
or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall execute
and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or to be
outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase
Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or share reconstruction
or amalgamation or merger, by a holder of the number of Shares of the Company for which such Purchase Warrant might have been exercised
immediately prior to such consolidation, share reconstruction or amalgamation or merger, sale or transfer. Such supplemental Purchase
Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 5. The above provision
of this Section shall similarly apply to successive consolidations or share reconstructions or amalgamations.


 






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5.3 Elimination of Fractional
Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise of the Purchase
Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that
all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest whole number of Shares
or other securities, properties or rights.


 


6. Reservation and Listing. The Company
shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon exercise of the Purchase
Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company
covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price therefor, in accordance with the terms
hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and
not subject to preemptive rights of any shareholder. As long as the Purchase Warrants shall be outstanding, the Company shall use its
commercially reasonable efforts to cause all Shares issuable upon exercise of the Purchase Warrants to be listed (subject to official
notice of issuance) on a national securities exchange or quoted on any tier of the OTC Bulletin Board or any successor trading market
on which the Shares may then be listed and/or quoted.


 


7. Certain Notice Requirements.


 


7.1 Holder’s Right
to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive notice
as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company.
If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in Section 7.2
shall occur, then, in one or more of said events, the Company shall give written notice of such event at least ten (10) days prior to
the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend,
distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation,
winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding
the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company in connection
with the events described in Section 7.2 below at the same time and in the same manner that such notice is given to the shareholders.


 


7.2 Events Requiring Notice.
The Company shall be required to give the notice described in this Section 7 upon one or more of the following events: (i) if the Company
shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise
than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment
of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of its Shares any additional
shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any
option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection
with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business
shall be proposed.


 


7.3 Notice of Change in
Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 5 hereof,
send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the event causing
the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Financial
Officer.


 


7.4 Transmittal of Notices.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and addressed to the other party at
its address set forth below (or to such other address that the receiving party may designate from time to time in accordance with this
Section 7.4), and shall be deemed to have been given (a) three (3) days after mailing if sent by certified mail return receipt requested,
(b) one (1) day after mailing if sent by receipted overnight carrier (i.e. Federal Express), provided that proof of delivery or rejection
is obtained, or (c) when delivered if by hand or sent by email to the physical address or email address set forth below.


 


If to the Holder, at the address provided
on the signature page to the Subscription Agreement (unless otherwise provided in writing to the Company).


  


 






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If to the Company:


 


HELBIZ INC.


32 Old Slip


New York, NY 10005


Attention: Salvatore Palella


Telephone: (917) 535-2610


Email: ceo@helbiz.com 


 


8. Miscellaneous.


 


8.1 Amendments. All
modifications or amendments to this Purchase Warrant shall require the written consent of, and be signed by, the party against whom enforcement
of the modification or amendment is sought.


 


8.2 Headings. The
headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or
interpretation of any of the terms or provisions of this Purchase Warrant.


 


8.3. Entire Agreement.
This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Purchase
Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements
and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


8.4 Binding Effect.
This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees,
respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or equitable
right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.


 


8.5 Governing Law; Submission
to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws
of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding
or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced in the New York Supreme
Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such
courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof
by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 7 hereof.
Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The
Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies)
all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the
preparation therefor. The Company and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.


 


8.6 Waiver, etc. The
failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed or construed
to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof or the right
of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any breach, non-compliance
or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument executed
by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or
non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the Company has caused this Purchase
Warrant to be signed by its duly authorized officer as of the _____ day of October, 2021.


 


	HELBIZ INC.
	 	 
	By:	 
	 	Name: 
	 	Title:   


 


 


 




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[Form to be used to exercise Purchase Warrant]


 


Date: __________, 20___


 


The undersigned hereby elects
irrevocably to exercise the Purchase Warrant for ______ shares of common stock, par value $0.00001 per share (the “Shares”),
of HELBIZ INC., a Delaware corporation (the “Company”), and hereby makes payment of $____ (at the rate of $____ per
Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase Warrant is exercised in accordance
with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase
Warrant has not been exercised.


 


or


 


The undersigned hereby elects
irrevocably to convert its right to purchase ___ Shares of the Company under the Purchase Warrant for ______ Shares, as determined in
accordance with the following formula:


 


	 	X	=	Y(A-B)	 
	A	 


 


	Where,	 	 	 
	 	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The Fair Market Value of one Share which is equal to $_____; and
	 	B	=	The Exercise Price which is equal to $______ per share


 


The undersigned agrees and acknowledges
that the calculation set forth above is subject to confirmation by the Company and any disagreement with respect to the calculation shall
be resolved by the Company in its sole discretion.


 


Please issue the Shares as to
which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing
the number of Shares for which this Purchase Warrant has not been converted.


 


	Signature	 	 	 
	 	 	 	 
	Signature Guaranteed                	 	 	 


 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


	Name:	 	 
	 	(Print in Block Letters)	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


NOTICE: The signature to this form must correspond
with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoever, and must be
guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities
exchange.


 


 






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[Form to be used to assign Purchase Warrant]


 


ASSIGNMENT


 


(To be executed by the registered Holder to effect
a transfer of the within Purchase Warrant):


 


FOR VALUE RECEIVED, __________________
does hereby sell, assign and transfer unto the right to purchase shares of common stock, par value $0.00001 per share, of HELBIZ INC.,
a Delaware corporation (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to
transfer such right on the books of the Company.


 


Dated: __________, 20__


 


	Signature	 	 	 
	 	 	 	 
	Signature Guaranteed            	 	 	 


  


NOTICE: The signature to this form must correspond
with the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever, and
must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national
securities exchange.