Exhibit 10.4


 


 


REGISTRATION RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of October 12, 2021 by and among HELBIZ, INC., a Delaware corporation (the
“Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”).


WHEREAS:


A.       In
connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the “Securities
Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement,
to issue and sell to the Investor up to $30,000,000 of secured convertible debentures (the “Convertible Debentures”),
which shall be convertible into shares of the Company’s Class A common stock, par value $0.0001 (the “Common Stock”)
(as converted, the “Conversion Shares”), warrants (the “Warrants”) to purchase up to 1,000,000 shares
of Common Stock at a price of $20 per share of Common Stock (as exercised, the “Warrant Shares”), and 150,000 shares
of Common Stock as a commitment fee (the “Commitment Shares”). Capitalized terms not defined herein shall have the
meaning ascribed to them in the Securities Purchase Agreement.


B.       To
induce the Investors to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively,
the “Securities Act”), and applicable state securities laws and other rights as provided for herein.


NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Investors hereby agree as follows:


1.                  
DEFINITIONS.


As used in this Agreement,
the following terms shall have the following meanings:


(a)    “Effectiveness Deadline” means, with respect to a Registration Statement filed
hereunder, the 90th calendar day following the filing thereof, provided, however, in the event the Company is notified by the U.S. Securities
and Exchange Commission (“SEC”) that one of the Registration Statements, as defined below, will not be reviewed or
is no longer subject to further review and comments, the Effectiveness Deadline as to such Registration Statement shall be the fifth calendar
day following the date on which the Company is so notified if such date precedes the date required above.


(b)  
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.


(c)   
“Filing Deadline” means, with respect to a Registration Statement required hereunder,
the 30th calendar day following the date hereof.


(d)   
“Person” means a corporation, a limited liability company, an association, a partnership,
an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.


(e)   
“Prospectus” means the prospectus included in a Registration Statement (including,
without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments
and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated
by reference in such Prospectus.






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(f)       
“Registrable Securities” means (i) all the shares of Common Stock issued or issuable
upon conversion of the Convertible Debentures or exercise of the Warrants (without giving effect to any limitations on exercise set forth
in the Convertible Debentures or the Warrants, as applicable) (ii) the Commitment Shares, and (iii) any shares of Common Stock issued
or issuable with respect to any shares described in subsections (i) and (ii) above by way of any stock split, stock dividend or other
distribution, recapitalization or similar event or otherwise.


(g)      
“Registration Statement” means any registration statement of the Company, including
the Prospectus, amendments and supplements to such registration statement or Prospectus, including post-effective amendments, all exhibits
thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.


(h)     
“Required Registration Amount” means (i) with respect to the initial Registration
Statement at least 3,150,000 shares of Common Stock issued or to be issued upon conversion of the Convertible Debentures, 1,000,000 shares
of Common Stock issued or to be issued upon exercise of the Warrants, and 150,000 Commitment Shares, and (ii) with respect to subsequent
Registration Statements such number of shares of Common Stock as requested by the Investor not to exceed the
maximum number of shares of Common Stock
issuable upon conversion of all Convertible Debentures
then outstanding (assuming for purposes hereof that (x)
such Convertible Debentures are convertible at the Conversion
Price (as defined therein) in effect as of the date of determination, and (y) any such conversion shall not
take into account
any limitations on the conversion of
the Convertible Debentures set forth therein),
in each case subject to any cutback set forth in Section 2(d).


(i)      
 “Rule 144” means Rule 144 under the Securities Act or any successor rule thereto.



(j)      
“Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the
same purpose and effect as such Rule.


(k)      
“SEC” means the U.S. Securities and Exchange Commission.


(l)       
“Securities Act” shall have the meaning set forth in the Recitals above. 


(m)   
“Trading Day” shall have the meaning set forth in the Convertible Debentures.


2.                  
REGISTRATION.


(a)      
The Company’s registration obligations set forth in this Section 2 including its obligations
to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of Registration
Statement that have been declared effective shall begin on the date hereof and continue until all the Registrable Securities have been
sold or may permanently be sold without any restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to
a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the Investor (the “Registration
Period”). 






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(b)       
Subject to the terms and conditions of this Agreement, the Company shall (i) on or prior to the Filing
Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form
S-1) or any successor form thereto covering the resale by the Investor of Registrable Securities, and (ii) on or prior to the 30th
calendar day following receipt of each written notice by the Investor (a “Demand Notice”) delivered pursuant to the
terms hereof, prepare and file an additional Registration Statement covering the resale by the Investor of Registrable Securities. Each
Registration Statement prepared and filed pursuant hereto shall, subject to Section 2(d) below, register for resale at least the number
of Registrable Securities equal to the Required Registration Amount as of date such Registration Statement is initially filed with the
SEC. Each Registration Statement shall contain the “Selling Stockholders” and “Plan of Distribution”.
The Company shall use its best efforts to have each Registration Statement declared effective by the SEC as soon as practicable, but in
no event later than the Effectiveness Deadline. By 9:30 am on the business day following the date of effectiveness, the Company shall
file with the SEC in accordance with Rule 424 under the 1933 Act the final Prospectus to be used in connection with sales pursuant to
such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the
Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement
to the Company within twenty-four (24) hours of the receipt thereof from the Company. For the purposes hereof, the Investor shall be entitled
to deliver a Demand Notice to the Company at any time during the Registration Period if at such time (i) no Registration Statement is
then in effect which the Investor may use to resell Registrable Securities, or (ii) a Registration Statement is effective, but the Holder
has resold substantially all of the shares of Common Stock registered on such Registration Statement. In addition, the Investor may deliver
a Demand Notice to the Company at any time during the Registration Period during which (i) the Company does not have a class of securities
listed, or approved for listing, on a national securities exchange registered pursuant to Section 6 of the Exchange Act, and (ii) Rule
144, as amended, would not allow the “tacking” of the holding period of the Convertible Debenture onto the holding period
of the Conversion Shares issuable upon conversion thereof.


(c)      
During the Registration Period, the Company shall (i) promptly prepare and file with the SEC such
amendments (including post-effective amendments) and supplements to a Registration Statement and the Prospectus used in connection
with a Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary
to keep such Registration Statement effective at all times during the Registration Period, (ii) prepare and file with the SEC additional
Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (iii) cause the related
Prospectus for each Registration Statement to be amended or supplemented by any required Prospectus supplement (subject to the terms of
this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424; (iv) respond as promptly as reasonably possible to
any comments received from the SEC with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possible
provide the Investors true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided
that the Company may excise any information contained therein which would constitute material non-public information as to any Investor
which has not executed a confidentiality agreement with the Company); and (v) comply with the provisions of the Securities Act with respect
to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such
Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof
as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required
to be filed pursuant to this Agreement (including pursuant to this Section 2(c)) by reason of the Company’s filing a report on Form
10-K, Form 10-Q, or Form 8-K or any analogous report under the Securities Exchange Act, the Company shall incorporate such report by reference
into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the
Exchange Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement. 


(d)      
Reduction of Registrable Securities Included in a Registration Statement. Notwithstanding
anything contained herein, in the event that the SEC requires the Company to reduce the number of Registrable Securities to be included
in a Registration Statement in order to allow the Company to rely on Rule 415 with respect to a Registration Statement, then the Company
shall be obligated to include in such Registration Statement (which may be a subsequent Registration Statement if the Company needs to
withdraw a Registration Statement and refile a new Registration Statement in order to rely on Rule 415) only such limited portion of the
Registrable Securities as the SEC shall permit. Any Registrable Securities that are excluded in accordance with the foregoing terms are
hereinafter referred to as “Cut Back Securities.” To the extent Cut Back Securities exist, as soon as may be permitted
by the SEC, the Company shall be required to file a Registration Statement covering the resale of the Cut Back Securities (subject also
to the terms of this Section) and shall use best efforts to cause such Registration Statement to be declared effective as promptly as
practicable thereafter. 






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(e)     
Failure to File or Obtain Effectiveness of the Registration Statement or Remain Current. If:
(i) a Registration Statement is not filed on or prior to its Filing Date, or (ii) a Registration Statement is not declared effective on
or prior to the Effectiveness Deadline or the Company fails to file with the SEC a request for acceleration in accordance with Rule 461
promulgated under the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever
is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) after
the effectiveness, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities, except
for Cut Back Securities, for which it is required to be effective, or the Investors are otherwise not permitted to utilize the Prospectus
therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days
during any 12-month period (which need not be consecutive calendar days), or (iv) if after the six month anniversary of the date hereof,
the Company does not have available adequate current public information as set forth in Rule 144(c) (any such failure or breach being
referred to as an “Event”), then in addition to any other rights the holders of the Convertible Debentures may have
hereunder or under applicable law, the Company shall be in breach of the term and conditions of this Agreement and such Event shall be
deemed an event of default under the Convertible Debentures. 


(f)        
Piggy-Back Registrations. If at any time there is not an effective Registration Statement
covering all of the Registrable Securities and the Company proposes to register the offer and sale of any shares of its Common Stock under
the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 ((or other registration solely relating
to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement),
(ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities
Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for
its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be
used for any registration of Registrable Securities, the Company shall give prompt written notice (in any event no later than five days
prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration
and, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for
inclusion from the holders of Registrable Securities; provided, however, that, the Company shall not be required to register
any Registrable Securities pursuant to this Section 10(c) that have been sold or may permanently be sold without any restrictions pursuant
to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable
to the Company’s transfer agent and the affected Holders.


3.                  
RELATED OBLIGATIONS.


(a)      
The Company shall, not less than three (3) Trading Days prior to the filing of each Registration
Statement and not less than one (1) Trading Day prior to the filing of any related amendments and supplements to all Registration Statements
(except for annual reports on Form 10-K), furnish to each Investor copies of all such documents proposed to be filed, which documents
(other than those incorporated or deemed to be incorporated by reference) will be subject to the reasonable and prompt review of such
Investors, The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which
the Investors shall reasonably object in good faith; provided that, the Company is notified of such objection in writing no later
than two (2) Trading Days after the Investors have been so furnished copies of a Registration Statement.


(b)    
The Company shall furnish to each Investor whose Registrable Securities are included in any Registration
Statement, without charge, (i) at least one (1) copy of such 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) ten (10) copies of the final prospectus included in such Registration Statement and all amendments and supplements thereto
(or such other number of copies as such Investor may reasonably request) and (iii) such other documents, which are not publicly available
through EDGAR, as such Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities
owned by such Investor.






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(c)       
To the extent required by applicable laws, the Company shall use its commercially reasonable efforts
to (i) register and qualify the Registrable Securities covered by a Registration Statement under such other securities or “blue
sky” laws of such jurisdictions in the United States as any 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 Registration Period, (iii) take such other actions as may be necessary to maintain such
registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary
or advisable to qualify the Registrable Securities 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 by-laws, (x) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(c), (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 each Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension
of the registration or qualification of any of the Registrable Securities 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.


(d)      
As promptly as practicable after becoming aware of such event or development, the Company shall notify
each Investor in writing of the happening of any event as a result of which the Prospectus included in a Registration Statement, as then
in effect, includes an untrue statement of a material fact or omission 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 (provided that in no event shall
such notice contain any material, nonpublic information), and promptly prepare a supplement or amendment to such Registration Statement
to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to each Investor. The Company shall also
promptly notify each Investor in writing (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed,
and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered
to each Investor by facsimile on the same day of such effectiveness), (ii) of any request by the SEC for amendments or supplements to
a Registration Statement or related prospectus or related information, and (iii) of the Company’s reasonable determination
that a post-effective amendment to a Registration Statement would be appropriate.


(e)       
The Company shall use its best efforts to prevent the issuance of any stop order or other suspension
of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in
any jurisdiction within the United States of America and, if such an order or suspension is issued, to obtain the withdrawal of such order
or suspension at the earliest possible moment and to notify each Investor who holds Registrable Securities being sold of the issuance
of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


(f)        
If, after the execution of this Agreement, an Investor believes, after consultation with its legal
counsel, that it could reasonably be deemed to be an underwriter of Registrable Securities, at the request of any Investor, the Company
shall furnish to such Investor, on the date of the effectiveness of the Registration Statement and thereafter from time to time on such
dates as an Investor may reasonably request (i) a letter, dated such date, from the Company’s independent certified public accountants
in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering,
and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form,
scope and substance as is customarily given in an underwritten public offering, addressed to the Investors. Upon the request of the documents
discussed above pursuant to this Section 3(f), the Investor shall provide documents to the Company typically provided by an underwriter
of its securities in form, scope and substance as is customarily given in an underwritten public offering, including an opinion of counsel
representing the Investor for purposes of such Registration Statement, addressed to the Company.






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(g)      
If, after the execution of this Agreement, an Investor believes, after consultation with its legal
counsel, that it could reasonably be deemed to be an underwriter of Registrable Securities, at the request of any Investor, the Company
shall make available for inspection by (i) any Investor and (ii) one (1) firm of accountants or other agents retained by the Investors
(collectively, the “Inspectors”) all pertinent financial and other records, and pertinent corporate documents and properties
of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and cause
the Company’s officers, directors and employees to supply all information which any Inspector may reasonably request; provided,
however, that each Inspector shall agree, and each Investor hereby agrees, to hold in strict confidence and shall not make any disclosure
(except to an Investor) or use any Record or other information which the Company determines in good faith to be confidential, and of which
determination the Inspectors are so notified, unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement
or omission in any Registration Statement or is otherwise required under the Securities Act, (b) the release of such Records is ordered
pursuant to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or (c) the information
in such Records has been made generally available to the public other than by disclosure in violation of this or any other agreement of
which the Inspector and the Investor has knowledge. Each Investor agrees that it shall, upon learning that disclosure of such Records
is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and
allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the
Records deemed confidential.


(h)      
The Company shall hold in confidence and not make any disclosure of information concerning the Investor
provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the
disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release
of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent
jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement
or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is
sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor
and allow such Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective
order for, such information.


(i)       
The Company shall use its best efforts to cause all the Registrable Securities to be listed on each
securities exchange on which the Common Stock is then listed. The Company shall pay all fees and expenses in connection with satisfying
its obligation under this Section 3(i).


(j)         
The Company shall cooperate with each Investor who holds Registrable Securities being offered and,
to the extent applicable, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing
the Registrable Securities to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations
or amounts, as the case may be, as the Investors may reasonably request and registered in such names as the Investors may request. The
Company shall pay all fees and expenses in connection with satisfying its obligation under this Section.


(k)      
The Company shall use its best efforts to cause the Registrable Securities to be registered with
or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.


(l)         
The Company shall otherwise use its best efforts to comply with all applicable rules and regulations
of the SEC in connection with any registration hereunder.


(m)    
Within two (2) business days after a Registration Statement which covers Registrable Securities is
declared effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent
for such Registrable Securities (with copies to the Investor whose Registrable Securities are included in such Registration Statement)
confirmation that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit C.






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(n)       
The Company shall take all other reasonable actions necessary to expedite and facilitate disposition
by each Investor of Registrable Securities pursuant to a Registration Statement.


4.                  
OBLIGATIONS OF THE INVESTORS.


(a)       
The Investor agrees that, upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 3(d) such Investor will immediately discontinue disposition of Registrable Securities pursuant to any
Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 3(d) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to
the contrary, the Company shall cause its transfer agent to deliver unlegended certificates for shares of Common Stock to a transferee
of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities
with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company
of the happening of any event of the kind described in Section 3(d) and for which the Investor has not yet settled.


(b)       
Registrable


5.                  
EXPENSES OF REGISTRATION.


All expenses incurred by
the Company in complying with its obligations pursuant to this Agreement and in connection with the registration and disposition of Registrable
Securities shall be paid by the Company, including, without limitation, all registration, listing and qualifications fees, printers, fees
and expenses of the Company's counsel and accountants (except legal fees of Investor’s counsel associated with the review of the
Registration Statement).


6.                  
INDEMNIFICATION.


With respect to Registrable
Securities which are included in a Registration Statement under this Agreement:


(a)        To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless
and defend the Investor, the directors, officers, partners, employees, agents, representatives of, and each Person, if any, who controls
any Investor within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Person”), against
any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid
in settlement or expenses, joint or several (collectively, “Claims”) incurred in investigating, preparing or defending
any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental,
administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may
be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions
or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged
untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection
with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable
Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement
of a material fact contained in any final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement
thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein,
in light of the circumstances under which the statements therein were made, not misleading; or (iii) any violation or alleged violation
by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any
rule or regulation there under relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters
in the foregoing clauses (i) through (iii) being, collectively, “Violations”). The Company shall reimburse the Investors
and each such controlling person promptly as such expenses are incurred and are due and payable, for any legal fees or disbursements or
other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this Section 6(a): (x) shall not apply to a Claim by an Indemnified
Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing
to the Company by such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such
amendment thereof or supplement thereto; (y) shall not be available to the extent such Claim is based on a failure of the Investor to
deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the
Company pursuant to Section 3(c); and (z) shall not apply to amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the Indemnified Person.






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(b)     
In connection with a Registration Statement, the Investor agrees to severally and not jointly indemnify,
hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors,
each of its officers, employees, representatives, or agents and each Person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act (each an “Indemnified Party”), against any Claim or Indemnified Damages to which
any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages
arise out of or is based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance
upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration
Statement; and, subject to Section 6(d), such Investor will reimburse any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the
agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement
is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld; provided, further, however,
that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the
net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party. Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section 6(b) with respect to any prospectus
shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the prospectus
was corrected and such new prospectus was delivered to each Investor prior to such Investor’s use of the prospectus to which the
Claim relates.


(c)        
Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice
of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified
Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver
to the indemnifying party a written notice of the commencement thereof, and 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 satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party,
as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel
with the fees and expenses of not more than one (1) counsel for such Indemnified Person or Indemnified Party 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 Indemnified
Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified Party or Indemnified
Person 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 Indemnified Party or Indemnified
Person which relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised
at all times 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 Indemnified Party or Indemnified Person, 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 Indemnified Party or Indemnified Person
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 Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within
a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified
Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend
such action.






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(d)      
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.


(e)       
The indemnity agreements contained herein shall be in addition to (i) any cause of action or
similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying
party may be subject to pursuant to the law.


7.                  
CONTRIBUTION.


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that:
(i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and
(ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller
from the sale of such Registrable Securities.


8.                  
REPORTS UNDER THE EXCHANGE ACT.


With a view to making available
to the Investors the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at
any time permit the Investors to sell securities of the Company to the public without registration, and as a material inducement to the
Investor’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:


(a)       
The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and
has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such
shorter period that the issuer was required to file such reports), other than Form 8-K reports.


(b)    
During the Registration Period, the Company shall file with the SEC in a timely manner all required
reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations
under the Securities Purchase Agreement) and such reports shall conform to the requirements of the Exchange Act and the SEC for filing
thereunder. 


(c)      
The Company shall furnish to the Investor so long as such Investor owns Registrable Securities, promptly
upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of
the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such
other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.


9.                  
AMENDMENT OF REGISTRATION RIGHTS.


Provisions of this Agreement
may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively),
only with the written consent of the Company and Investors who then hold at least two-thirds (2/3) of the Registrable Securities. Any
amendment or waiver effected in accordance with this Section 9 shall be binding upon each Investor and the Company. No such amendment
shall be effective to the extent that it applies to fewer than all of the holders of the Registrable Securities. No consideration shall
be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any part of this Agreement unless
the same consideration also is offered to all of the parties to this Agreement.






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10.               
MISCELLANEOUS.


(a)       
A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed
to own of record such Registrable Securities or owns the right to receive the Registrable Securities. If the Company receives conflicting
instructions, notices or elections from two (2) or more Persons with respect to the same Registrable Securities, the Company shall act
upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.


(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 pursuant to the notice provisions of the Securities
Purchase Agreement or to such other address and/or electronic mail address and/or to the attention of such other person as the recipient
party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation
of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) electronically generated by the sender’s
email service provider containing the time, date, and recipient email or (C) provided by a courier or overnight courier service shall
be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in
accordance with this section.


(c)       
Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay
by a party in exercising such right or remedy, shall not operate as a waiver thereof.


(d)      
The laws of the State of New York shall govern all issues concerning the relative rights of the Company
and the Investors as its stockholders. All other questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Supreme Court of the
State of New York, sitting in New York County, New York and federal courts for the Southern District of New York sitting New York, New
York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue
of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability
of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other
jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


(e)       
This Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns
of each of the parties hereto.


(f)        
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof.






    	10  





    	 



    

(g)       
This Agreement may be executed in identical counterparts, each of which shall be deemed an original
but all of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other
party hereto as an attachment to an email of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


(h)        
Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


(i)         
The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent and no rules of strict construction will be applied against any party.


(j)        
This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person. 


 


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IN WITNESS WHEREOF,
the Investor and the Company have caused their signature page to this Registration Rights Agreement to be duly executed as of the date
first above written.


 


	 	COMPANY:
	 	HELBIZ, INC.
	 	 
	 	By: /s/ Salvatore Palella      
	 	Name:   Salvatore Palella
	 	Title:  CEO
	 	 
	 	 
	 	 
	 	 
	 	INVESTOR:
	 	YA II PN, Ltd.
	 	 
	 	By:Yorkville Advisors Global, LP
	 	Its:Investment Manager
	 	
     

    By: Yorkville Advisors Global II, LLC

    Its: General Partner

     

	 	By:  /s/ Matt Beckman
	 	Name: Matt Beckman
	 	Title: Member
	 	 


 


 


 




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EXHIBIT A


SELLING STOCKHOLDERS


AND PLAN OF DISTRIBUTION


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	  





    	 



    


EXHIBIT B


OTHER DISCLOSURES 


 


[See attachment provided]


 


 


 






    	  





    	 



    



EXHIBIT C


FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


Attention:


 


		Re:	HELBIZ INC., INC.



 


Ladies and Gentlemen:


 


We are counsel to HELBIZ,
INC., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities
Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the Investors named
therein (collectively, the “Investors”) pursuant to which the Company issued to the Investors up to $30,000,000 of
convertible debentures (the “Convertible Debentures”), which are convertible into its Common Stock, par value $0.001
per share (the “Common Stock”). Pursuant to the Purchase Agreement, the Company also has entered into a Registration
Rights Agreement with the Investors (the “Registration Rights Agreement”) pursuant to which the Company agreed, among
other things, to register the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities Act of 1933,
as amended (the “Securities Act”). In connection with the Company’s obligations under the Registration Rights
Agreement, on ____________ ____, the Company filed a Registration Statement on Form ________ (File No. 333-_____________) (the “Registration
Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities
which names each of the Investors as a selling stockholder there under.


In connection with the
foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring
the Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS]
and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness
has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities
are available for resale under the Securities Act pursuant to the Registration Statement.


Very truly yours,


 


[Law Firm]


 


By:                                               


 


cc:[LIST NAMES OF Investors]