Exhibit
10.2


 


NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON
STOCK PURCHASE WARRANT EVMO, INC.


 


	Warrant
    Shares: 1,500,000	 	Original
    Issue Date: July 9, 2021


 


THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Energy Impact Credit Fund I LP,
or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after the date hereof (the “Original Issue Date”) and on or prior to 5:00
p.m., New York City Time, on July 9, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase
from EVmo, Inc., a Delaware corporation (the “Company”), up to 1,500,000 shares (as subject to adjustment hereunder,
the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this
Warrant shall be equal to the Exercise Price, as defined in Section 1(c).


 


This
Warrant is being issued pursuant to that certain Term Loan, Guarantee and Security Agreement, dated as of July 9, 2021 (the “Loan
Agreement”), by and among the Company, the other credit parties from time to time party thereto, the lenders from time to time
party thereto, and EICF Agent LLC, as agent for the lenders.


 


As
used herein, the following terms have the definitions set forth below:


 


“Business
Day” means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the city of New York are authorized
or obligated by law or executive order to close.


 


“Common
Stock” means the common stock of the Company, and any capital stock into which such Common Stock shall have been converted,
exchanged or reclassified following the date hereof.


 


“Common
Stock Deemed Outstanding” means, at any given time, the sum of (a) the number of shares of Common Stock actually outstanding
at such time, plus (b) the number of shares of Common Stock issuable upon exercise of Options actually outstanding at such time, plus
(c) the number of shares of Common Stock issuable upon conversion or exchange of Convertible Securities actually outstanding at such
time (treating as actually outstanding any Convertible Securities issuable upon exercise of Options actually outstanding at such time),
in each case, regardless of whether the Options or Convertible Securities are actually exercisable at such time; provided, that
Common Stock Deemed Outstanding at any given time shall not include shares owned or held by or for the account of the Company or any
of its wholly-owned subsidiaries.


 




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“Common
Stock Equivalents” means any securities of the Company that entitle the holder thereof to acquire at any time shares of Common
Stock, including any debt preferred stock, right, option, warrant or other instrument that is at any time convertible into or exchangeable
for, or otherwise entitles the holder thereof to receive, shares of Common Stock.


 


“Convertible
Securities” means any securities (directly or indirectly) convertible into or exchangeable for Common Stock, but excluding
Options.


 


“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors or consultants of the
Company pursuant to the Company’s existing stock option and/or restricted stock plans or stock option and/or restricted stock plans
which may come into effect following the date hereof, (b) securities upon the exercise or exchange of or conversion of any Warrants issued
hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock, issued and outstanding
on the date of this Warrant, provided that such securities and/or agreements have not been amended since the date of this Warrant to
increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and
(c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the
Company, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital
or to an entity whose primary business is investing in securities.


 


“Net
Cash Proceeds” has the meaning assigned to such term in the Loan Agreement.


 


“Options”
means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.


 


“OTC
Bulletin Board” means the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer quotation system.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Pink
OTC Markets” means the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB and OTC Pink.


 


“Qualified
Equity Raise” means the issuance by the Company of Common Stock resulting in Net Cash Proceeds to the Company of at least $9,000,000.


 


“Trading
Day” shall mean a day on which there is trading or quoting for any security on the applicable Trading Market.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the NYSE
American, the OTC Bulletin Board or the Pink OTC Markets (or any successors to any of the foregoing).


 


“Transfer
Agent” means VStock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 18 Lafayette Place,
Woodmere, New York 11598, and any successor transfer agent of the Company.


 




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“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the volume weighted average price of the Common Stock measured over the five (5) Business Days prior to
the applicable date on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on
a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market,
the volume weighted average price of the Common Stock measured over the five (5) Business Days prior to the applicable date on OTCQB
or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common
Stock are then reported in the “Pink Sheets” published by OTC Markets, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the average bid price per share of the Common Stock so reported measured over the five (5) Business
Days prior to the applicable date, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent
appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid
by the Company.


 


In
determining the fair market value of the Common Stock under clause (d) above, an orderly sale transaction between a willing buyer and
a willing seller shall be assumed, using valuation techniques then prevailing in the securities industry without regard to the lack of
liquidity of the Common Stock due to any restrictions (contractual or otherwise) applicable thereto or any discount for minority interests
and assuming full disclosure of all relevant information and a reasonable period of time for effectuating such sale and assuming the
sale of all of the issued and outstanding Common Stock (including fractional interests) calculated on a fully diluted basis to include
the conversion or exchange of all securities then outstanding that are convertible into or exchangeable for Common Stock and the exercise
of all rights and warrants then outstanding and exercisable to purchase shares of Common Stock or securities convertible into or exchangeable
for shares of Common Stock; provided, that such assumption shall not include those securities, rights and warrants (a) owned or
held by or for the account of the Company or any of its subsidiaries, or (b) convertible or exchangeable into Common Stock where the
conversion, exchange or exercise price per share is greater than the fair market value.


 


1.
Vesting; Exercise.


 


(a)
Vesting. The maximum number of Warrant Shares for which this Warrant may be exercisable is 1,500,000, as such number may be increased
(but not decreased) in accordance with the vesting provisions set forth below. Such Warrant Shares shall vest and become exercisable
as follows:


 


i.
On the Original Issue Date, 450,000 Warrant Shares shall vest and become exercisable (the “Closing Date Warrant Shares”).


 


ii.
On the date that the Company draws the Delayed Draw Term Loan (as defined in the Loan Agreement), 150,000 Warrant Shares shall vest
and become exercisable (the “Delayed Draw Warrant Shares”); provided that, if the Company issues additional
equity securities between the Original Issue Date and the date that the Delayed Draw Warrant Shares become vested, the number of Delayed
Draw Warrant Shares shall be increased such that the Delayed Draw Warrant Shares represent 0.40% of the Company’s Common Stock
Deemed Outstanding as of such vesting date.


 


iii.
If the Company fails to close a Qualified Equity Raise on or before October 7, 2021, 900,000 Warrant Shares shall vest and become
exercisable (the “Equity Issuance Warrant Shares”), provided that, if the Company issues additional equity
securities between the Original Issue Date and the date that the Equity Issuance Warrant Shares become vested, the number of Equity Issuance
Warrant Shares shall be increased such that the Equity Issuance Warrant Shares represent 2.39% of the Company’s Common Stock Deemed
Outstanding as of such vesting date.


 




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(b)
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time
or times on or after the Original Issue Date and on or before the Termination Date by delivery to the Company (or such other office or
agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the
books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto and
within five (5) Trading Days of the date said Notice of Exercise is delivered to the Company, the Company shall have received payment
of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank
or, if available, pursuant to the cashless exercise procedure specified in Section 1(d) below. No ink-original Notice of Exercise shall
be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required.
Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company
until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case,
the Holder shall surrender this Warrant to the Company for cancellation within five (5) Trading Days of the date the final Notice of
Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant
Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount
equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant
Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business
Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of
the provisions of paragraph 1(a) and this paragraph 1(b), the number of Warrant Shares available for purchase hereunder at any given
time may be less than the amount stated on the face hereof.


 


(c)
Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be calculated as follows:


 


i.
The exercise price, per share, for each Closing Date Warrant Share shall be $2.10 (the “Closing Date Warrant Share Exercise
Price”).


 


ii.
The exercise price, per share, for each Delayed Draw Warrant Share shall be the lesser of (x) the Closing Date Warrant Share Exercise
Price and (y) the weighted average trading price of the Company’s Common Stock on the five (5) Business Days prior to the vesting
date of the Delayed Draw Warrant Shares (the “Delayed Draw Warrant Share Exercise Price”).


 


iii.
The exercise price, per share, for each Equity Issuance Warrant Share shall be the lesser of (x) the Closing Date Warrant Share Exercise
Price and (y) the weighted average trading price of the Company’s Common Stock on the five (5) Business Days prior to the vesting
date of the Equity Issuance Warrant Shares (the “Equity Issuance Warrant Share Exercise Price” and, together with
the Closing Date Warrant Share Exercise Price and the Delayed Draw Warrant Share Exercise Price, and as each may be adjusted as provided
herein, the “Exercise Price”).


 




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(d)
Cashless Exercise. If at any time there is no effective registration statement registering, or no current prospectus available
for, the resale of the Warrant Shares by the Holder, then this Warrant may only be exercised, in whole or in part, at such time by means
of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient
obtained by dividing [(A-B) (X)] by (A), where:


 


A
= the VWAP calculated as of the Trading Day immediately preceding the date on which Holder elects to exercise this Warrant by means of
a “cashless exercise,” as set forth in the applicable Notice of Exercise;


 


B
= the Exercise Price of this Warrant, as adjusted hereunder; and


 


X
= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise.


 


If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrants
being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to
this Section 1(d).


 


Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant
to this Section 1(d).


 


(e)
Mechanics of Exercise.


 


i.
Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to the
Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through
its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either
(A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by
the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule
144, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder
or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified
by the Holder in the Notice of Exercise by the date that is five (5) Trading Days after the delivery to the Company of the Notice of
Exercise (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and
Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all
purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise,
if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(e)(vi) prior to the issuance of such shares,
having been paid.


 


ii.
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of
a Holder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing
the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other
respects be identical with this Warrant.


 




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iii.
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section
1(e)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 


iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to
the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to an exercise on
or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market
transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction
of a sale by the Holder of the Warrant Shares that the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including
brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number
of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price
at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the
portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall
be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely
complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase
price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving
rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to
pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of
the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to
pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant
as required pursuant to the terms hereof.


 


v.
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company
shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or round up to the next whole share.


 


vi.
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of Warrant Shares, all of which taxes and expenses shall be paid by the Company,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,
however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed by the Holder
and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental
thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the
Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic
delivery of the Warrant Shares.


 


vii.
Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.


 




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(f)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the
right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance
after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s affiliates), would beneficially own in excess of the
Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially
owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with
respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon
(i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliates and (ii)
exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation,
any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially
owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 1(f), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder,
it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section
13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the
extent that the limitation contained in this Section 1(f) applies, the determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in
the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which
portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation
to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall
be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes
of this Section 1(f), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding
shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the
case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer
Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall
within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case,
the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares
of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the
Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant.
The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e),
provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of
this Section 1(f) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day
after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 1(f) to correct this paragraph (or any portion hereof) which may be defective
or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable
to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.


 




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2.
Certain Adjustments.


 


(a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares
of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this
Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse
stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the
Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which
the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of
shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant
shall remain unchanged. Any adjustment made pursuant to this Section 2(a) shall become effective immediately after the record date for
the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or reclassification.


 


(b)
Subsequent Equity Sales.


 


i.
If, at any time while this Warrant is outstanding, the Company sells or grants any option to purchase or sells or grants any right to
reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common
Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower
than the then Exercise Price (such lower price, the “Base Exercise Price” and such issuances, collectively, a “Dilutive
Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation
of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options
or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective
price per share that is lower than the then Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise
Price on such date of the Dilutive Issuance), then the Exercise Price shall be reduced in accordance with either (A) or (B) below:


 





	 	A.	At
    any time that the Company’s Common Stock is not listed or quoted on the New York Stock Exchange, the NYSE American, the Nasdaq
    Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market (or any successors to any of the foregoing) (collectively,
    an “Exchange”), the Exercise Price shall be reduced (and in no event increased) to equal the Base Exercise Price.
    Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued; or
	 	 	 
	 	B.	At
    any time that the Company’s Common Stock is listed or quoted on an Exchange, the Exercise Price shall be reduced (and in no
    event increased) to an Exercise Price equal to the quotient obtained by dividing:


  




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(i)
the sum of (A) the product obtained by multiplying the Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance by
the Exercise Price then in effect plus (B) the aggregate consideration, if any, received by the Company upon such Dilutive Issuance;
by


 


(ii)
the sum of (A) the Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (B) the aggregate number of shares
of Common Stock issued or sold in such Dilutive Issuance.


 


In
addition to the above, the provisions of Exhibit C shall apply to any Dilutive Issuance covered by this Section 2(b)(i)(B).


 


For
the avoidance of doubt, the adjustment provisions of Section 2(b)(i)(A) shall be reinstated if at any time the Common Stock is delisted
and fails to continue to be listed or quoted on an Exchange.


 


ii.
Upon any and each adjustment of the Exercise Price as provided in 2(b)(i) above, the number of Warrant Shares issuable upon the exercise
of this Warrant immediately prior to any such adjustment shall be increased to a number of Warrant Shares equal to the quotient obtained
by dividing:


 


(x)
the product of (A) the Exercise Price in effect immediately prior to any such adjustment multiplied by (B) the number of Warrant Shares
issuable upon exercise of this Warrant immediately prior to any such adjustment; by


 


(y)
the Exercise Price resulting from such adjustment.


 


iii.
The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock
Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price,
exercise price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes
of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of
any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the revised Exercise Price calculated
in accordance with Section 2(b)(i)(A) or Section 2(b)(i)(B) above, as applicable, on or after the date of such Dilutive Issuance, regardless
of whether the Holder accurately refers to such adjusted Exercise Price in the Notice of Exercise.


 


iv.
As promptly as reasonably practicable following any adjustment of the Exercise Price, but in any event not later than five Business Days
thereafter, the Company shall furnish to the Holder a certificate of an executive officer setting forth in reasonable detail such adjustment
and the facts upon which it is based and certifying the calculation thereof.


 


v.
As promptly as reasonably practicable following the receipt by the Company of a written request by the Holder, but in any event not later
than five Business Days thereafter, the Company shall furnish to the Holder a certificate of an executive officer certifying the Exercise
Price then in effect and the number of Warrant Shares or the amount, if any, of other shares of stock, securities or assets then issuable
upon exercise of the Warrant.


 


vi.
Notwithstanding the foregoing, no adjustment will be made under this Section 2(b) in respect of an Exempt Issuance.


 




    	9



    	 



    

 


(c) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 2(a) and 2(b) above, if at any time the Company grants, issues
or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if
the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any
limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on
which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of
which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights
(provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder
exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such
extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase
Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the
Holder exceeding the Beneficial Ownership Limitation).


 


(d)
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,
however, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding
the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in
the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution
shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder
exceeding the Beneficial Ownership Limitation).


 






    	10



    	 



    




 


(e)
Fundamental Transaction.


 


i.
If, at any time while this Warrant is outstanding, (I) the Company, directly or indirectly, in one or more related transactions effects
any merger or consolidation of the Company with or into another Person, (II) the Company, directly or indirectly, effects any sale, lease,
license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related
transactions, (III) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person)
is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash
or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (IV) the Company, directly or indirectly,
in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property,
or (V) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other
business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another
Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including
any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons
making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have
been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without
regard to any limitation in Section 1(f) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 1(f) on the exercise of this
Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such
Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the
relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the
securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.





 


ii.
Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined
below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the
Fundamental Transaction, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value
of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however,
that if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of
Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity, the same type or form of consideration
(and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to
the holders of the Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form
of cash, securities or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative
forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Common Stock are not offered
or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received common shares
of the Successor Entity (which entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black
Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transaction
for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time
between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility
equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately
following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation
shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered
in such Fundamental Transaction, and (D) a remaining option time equal to the time between the date of the public announcement of the
applicable Fundamental Transaction and the Termination Date. The payment of the Black Scholes Value will be made by wire transfer of
immediately available funds (or such other consideration) within five Business Days of the Holder’s election (or, if later, on
the effective date of the Fundamental Transaction).


 




    	11



    	 



    

 


iii.
The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of
this Section 2(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder
(without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange
for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to
this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity)
equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on
the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder
to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental
Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the
purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and
which is reasonably satisfactory in form and substance to the Holder.


 


iv.
Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from
and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer
instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the
Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.


 


(f)
Calculations. All calculations under this Section 2 shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 2, the number of shares of Common Stock deemed to be issued and outstanding as of a given date
shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


(g)
Notice to Holder.


 


i.
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 2, the Company
shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the
number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 




    	12



    	 



    

 


ii.
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the
Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with
any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or
substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities,
cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs
of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the
Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants,
or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer
or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock
of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect
therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the
extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any
of its subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.
The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date
of the event triggering such notice except as may otherwise be expressly set forth herein.








 


3.
Transfer of Warrant.


 


(a)
Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 3(d) hereof, this
Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of
the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto
duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such
transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the
name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of
assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant
shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically
surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender
this Warrant to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company
assigning this Warrant full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the
purchase of Warrant Shares without having a new Warrant issued.


 


(b)
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of
the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 3(a), as to any transfer which may be involved in such division
or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and
shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 






    	13



    	 



    




 


(c)
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.








 


(d)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer
of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under
applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public
information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or
transferee of this Warrant, as the case may be, make usual and customary representations as to investment intent to the Company; provided
that any legal opinion requested or required by the Company or its transfer agent in connection with such transfer shall be provided
by the Company’s counsel at the Company’s sole expense.


 


Representation
by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise
hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or
reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant
to sales registered or exempted under the Securities Act. The Holder represents and warrants that the Holder is an “accredited
investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.


 


4.
Miscellaneous.


 


(a)
No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights
as a stockholder of the Company prior to the exercise hereof as set forth in Section 1(e)(i), except as expressly set forth in Section
2.


 


(b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the
Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant
or stock certificate.


 


(c)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business
Day.


 


(d)
Authorized Shares.


 


i.
The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock
a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with
the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all
such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants
that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof
(other than taxes in respect of any transfer occurring contemporaneously with such issue).


 




    	14



    	 



    

 


ii.
Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may
be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise
immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (iii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,
as may be, necessary to enable the Company to perform its obligations under this Warrant.


 


iii.
Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or
in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.


 


(e)
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined
in accordance with the laws of the State of New York as they are applied to contracts executed, delivered and to be wholly performed
within the State of New York.


 


(f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and
if the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.


 


(g)
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that
all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of
this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient
to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings,
incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder.


 


(h)
Notices. Any notice, request or other document required or permitted to be given or delivered to the either party to the other
shall be delivered in by recognized overnight courier, facsimile or email as follows:


 




    	15



    	 



    

 


If
to the Holder:


 


Energy
Impact Credit Fund I LP


600
3rd Avenue, 38th Floor


New
York, NY 10016


Attn:
Harry Giovani


Telephone:
(212) 899-9714


 


If
to the Company:


 


EVmo,
Inc.


195
S. Robertson Blvd.


Beverly
Hills, CA 90211


Attn:
Chief Executive Officer


 


(i) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder
for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.


 


(j)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall
inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall
be enforceable by the Holder or holder of Warrant Shares.


 


(k)
Amendment and Waiver. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the
Company and the Holder. No waiver by the Company or the Holder of any of the provisions hereof shall be effective unless explicitly set
forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any
failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether
occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising
from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power
or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.


 


(l) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining
provisions of this Warrant.


 


(m)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.


 


(n)
Investment Unit. The Company and the Holder agree that, for income tax purposes, this Warrant and the Loan Agreement are part
of an “investment unit” within the meaning of Section 1273(c)(2) of the Internal Revenue Code of 1986, as amended (the “Code”).
The Company and the Holder agree to report the Warrant and the Loan Agreement for all income tax purposes in a manner consistent with
the foregoing, unless otherwise required by a determination within the meaning of Section 1313(a) of the Code.


 


[Signature
Page to Follow.]


 




    	16



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated


 


	 	EVmo,
    Inc.
	 	 
	 	By:	/s/
    Stephen M. Sanchez 
	 	Name:	Stephen
    M. Sanchez
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	By:	/s/ Ryan
    Saathoff
	 	Name:	Ryan
    Saathoff
	 	Title:	Chief
    Financial Officer


 




    	 



    	 



    




 


EXHIBIT
A


 


NOTICE
OF EXERCISE


 


TO:
EVMO, INC.


 


(1)
The undersigned hereby elects to purchase            Warrant Shares of the
Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price
in full, together with all applicable transfer taxes, if any.


 


(2)
Payment shall take the form of (check applicable box):


 


[  ]
in lawful money of the United States; or


 


[  ]
if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 1(d),
to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in Section 1(d).


 


(3)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


The
Warrant Shares shall be delivered to the following DWAC Account Number:


 


(4)
Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the
Securities Act of 1933, as amended.


 


	[SIGNATURE
    OF HOLDER]	 
	 	 
	 	 
	Name
    of Investing Entity:	 
	 	 
	 	 
	Signature
    of Authorized Signatory of Investing Entity:	 
	 	 
	 	 
	Name
    of Authorized Signatory	 
	 	 
	 	 
	Title
    of Authorized Signatory	 
	 	 
	 	 
	Date	 


 




    	 



    	 



    




 


EXHIBIT
B


 


ASSIGNMENT
FORM


 


(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


 


	Name:	(Please
    Print)
	 	 
	Address:	(Please
    Print)
	 	 
	Dated:
    ________________ __, _____	 
	 	 
	Holder’s
    Signature: ___________________________
	 
	Holder’s
    Address: ____________________________


 




    	 



    	 



    




 


EXHIBIT
C


 


ADDITIONAL
TERMS RELATING TO A DILUTIVE ISSUANCE


 


The
provisions of this Exhibit C shall apply to any Dilutive Issuance covered by Section 2(b)(i)(B):


 


1.
Issuance of Options. If the Company shall, at any time or from time to time after the Original Issue Date, in any manner grant
or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert
or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share
(determined as provided in this paragraph and in Paragraph 5 below) for which Common Stock is issuable upon the exercise of such Options
or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Exercise Price
in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock
issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable
upon the exercise of such Options shall be deemed to have been issued as of the date of granting or sale of such Options (and thereafter
shall be deemed to be outstanding for purposes of adjusting the Exercise Price under Section 2(b)(i)(B) above), at a price per share
equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes
of Section 2(b)(i)(B) above) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting
or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise
of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange
of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such
Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise
provided in paragraph 3 below, no further adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock or
of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible
Securities issuable upon exercise of such Options.


 


2.
Issuance of Convertible Securities. If the Company shall, at any time or from time to time after the Original Issue Date, in any manner
grant or sell (whether directly or by assumption in a merger or otherwise) any Convertible Securities, whether or not the right to convert
or exchange any such Convertible Securities is immediately exercisable, and the price per share (determined as provided in this paragraph
and in Paragraph 5 below) for which Common Stock is issuable upon the conversion or exchange of such Convertible Securities is less than
the Exercise Price in effect immediately prior to the time of the granting or sale of such Convertible Securities, then the total maximum
number of shares of Common Stock issuable upon conversion or exchange of the total maximum amount of such Convertible Securities shall
be deemed to have been issued as of the date of granting or sale of such Convertible Securities (and thereafter shall be deemed to be
outstanding for purposes of adjusting the Exercise Price pursuant to Section 2(b)(i)(B) above), at a price per share equal to the quotient
obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of Section 2(b)(i)(B)
above) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such Convertible
Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or
exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or
exchange of all such Convertible Securities. Except as otherwise provided in Paragraph 3 below, no further adjustment of the Exercise
Price shall be made upon the actual issuance of Common Stock upon conversion or exchange of such Convertible Securities or the issue
or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the
Exercise Price have been made pursuant to the other provisions of this Warrant.


 




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EXHIBIT
C


 


3.
Change in Terms of Options or Convertible Securities. Upon any change in any of (A) the total amount received or receivable by the Company
as consideration for the granting or sale of any Options or Convertible Securities, (B) the minimum aggregate amount of additional consideration,
if any, payable to the Company upon the exercise of any Options or upon the issuance, conversion or exchange of any Convertible Securities,
(C) the rate at which Convertible Securities are convertible into or exchangeable for Common Stock, or (D) the maximum number of shares
of Common Stock issuable in connection with any Options or any Convertible Securities (in each case, other than in connection with an
Excluded Issuance), then (whether or not the original issuance or sale of such Options or Convertible Securities resulted in an adjustment
to the Exercise Price) the Exercise Price in effect at the time of such change shall be adjusted or readjusted, as applicable, to the
Exercise Price which would have been in effect at such time pursuant to the provisions of Section 2(b)(i)(B) above and this Exhibit C
had such Options or Convertible Securities still outstanding provided for such changed consideration, conversion rate or maximum number
of shares, as the case may be, at the time initially granted, issued or sold, but only if as a result of such adjustment or readjustment
the Exercise Price then in effect is reduced, and the number of Warrant Shares issuable upon the exercise of this Warrant immediately
prior to any such adjustment or readjustment shall be correspondingly adjusted or readjusted pursuant to the provisions of Section 2(b)(i)(B)
above and this Exhibit C.


 


4.
Treatment of Expired or Terminated Options or Convertible Securities. Upon the expiration or termination of any unexercised Option (or
portion thereof) or any unconverted or unexchanged Convertible Security (or portion thereof) for which any adjustment (either upon its
original issuance or upon a revision of its terms) was made pursuant to Section 2(b)(i)(B) above and this Exhibit C (including without
limitation upon the redemption or purchase for consideration of all or any portion of such Option or Convertible Security by the Company),
the Exercise Price then in effect hereunder shall forthwith be changed pursuant to the provisions of Section 2(b)(i)(B) above and this
Exhibit C to the Exercise Price which would have been in effect at the time of such expiration or termination had such unexercised Option
(or portion thereof) or unconverted or unexchanged Convertible Security (or portion thereof), to the extent outstanding immediately prior
to such expiration or termination, never been issued.


 


5.
Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or
sell, or is deemed to have issued or sold any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration
received therefor shall be deemed to be the net amount received by the Company therefor; (B) for consideration other than cash, the amount
of the consideration other than cash received by the Company shall be the fair value of such consideration, except where such consideration
consists of marketable securities, in which case the amount of consideration received by the Company shall be the market price (as reflected
on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as
of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with
an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration
therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by the Company in such transaction
as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction;
or (D) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the
amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving
entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners.
The net amount of any cash consideration and the fair value of any consideration other than cash or marketable securities shall be determined
in good faith jointly by the board of directors of the Company and the Holder.


 




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EXHIBIT
C


 


6.
Record Date. For purposes of any adjustment to the Exercise Price or the number of Warrant Shares in accordance with Section 2(b)(i)(B)
above and this Exhibit C, in case the Company shall take a record of the holders of its Common Stock for the purpose of entitling them
(A) to receive a dividend or other distribution payable in Common Stock, Options or Convertible Securities or (B) to subscribe for or
purchase Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of
the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution
or the date of the granting of such right of subscription or purchase, as the case may be; provided, that if before the distribution
to its holders of Common Stock the Company legally abandons its plan to pay or deliver such dividend, distribution, subscription or purchase
rights, then thereafter no adjustment shall be required by the taking of such record and any such adjustment previously made in respect
thereof shall be rescinded and annulled.


 


7.
Treasury Shares. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for
the account of the Company or any of its wholly-owned subsidiaries, and the disposition of any such shares (other than the cancellation
or retirement thereof or the transfer of such shares among the Company and its wholly-owned subsidiaries) shall be considered an issue
or sale of Common Stock for the purpose of Section 2(b)(i)(B) above and this Exhibit C.


 


8.
Certain Events. If any event of the type contemplated by the provisions of Section 2(b)(i)(B) above and this Exhibit C but not expressly
provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other
rights with equity features) occurs, then the board of directors of the Company shall make an appropriate adjustment in the Exercise
Price and the number of Warrant Shares issuable upon exercise of this Warrant so as to protect the rights of the Holder in a manner consistent
with the provisions of this Section 2(b)(i)(B) above and this Exhibit C; provided, that no such adjustment pursuant to this paragraph
8 shall increase the Exercise Price or decrease the number of Warrant Shares issuable as otherwise determined pursuant to Section 2(b)(i)(B)
above and this Exhibit C.


 




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