WARRANT AGREEMENT BETWEEN GREENVISION ACQUISITION CORP. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 21st, 2019 • GreenVision Acquisition Corp. • Blank checks • New York
This Warrant Agreement is made as of November 18, 2019 between GreenVision Acquisition Corp., a Delaware corporation, with offices at One Penn Plaza, 36th Floor, New York, NY 10019 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the “Warrant Agent”).
5,000,000 Units GreenVision Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 21st, 2019 • GreenVision Acquisition Corp. • Blank checks • New York
The undersigned, GreenVision Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (hereinafter referred to as “you”, “I-Bankers”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2019 • GreenVision Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 18th day of November, 2019, by and among GreenVision Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN GREENVISION ACQUISITION CORP. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANYInvestment Management Trust Agreement • November 21st, 2019 • GreenVision Acquisition Corp. • Blank checks • New York
This Agreement is made as of November 18, 2019 by and between GreenVision Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • March 13th, 2023 • Helbiz, Inc. • Services-business services, nec
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of March 8, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and HELBIZ, INC. a company incorporated under the laws of the State of Delaware (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 18th, 2021 • Helbiz, Inc. • Services-business services, nec • New York
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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 11th, 2021 • GreenVision Acquisition Corp. • Services-misc health & allied services, nec • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [ ], 2021, by and between GreenVision Acquisition Corp., a Delaware corporation (the “Company”), Helbiz, Inc., a Delaware corporation (“Helbiz”), and the undersigned subscriber (“Subscriber”).
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...Purchase Warrant Agreement • November 21st, 2019 • GreenVision Acquisition Corp. • Blank checks • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY GREENVISION ACQUISITION CORP (“COMPANY”) OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE (AS DEFINED HEREIN). VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE LIQUIDATION OF THE COMPANY’S TRUST ACCOUNT (AS DESCRIBED IN THE REGISTRATION STATEMENT) IF THE COMPANY HAS NOT COMPLETED A BUSINESS COMBINATION WITHIN THE REQUIRED TIME PERIODS OR FIVE YEARS FROM THE EFFECTIVE DATE.
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG HELBIZ, INC. (THE “COMPANY”), SALVATORE PALELLA, AS REPRESENTATIVE OF THE SHAREHOLDERS OF THE COMPANY (“SHAREHOLDERS’ REPRESENTATIVE”), GREENVISION ACQUISITION CORP. (“PURCHASER”) AND...Merger Agreement • February 8th, 2021 • GreenVision Acquisition Corp. • Services-misc health & allied services, nec • Delaware
This MERGER AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of February 8, 2021 (the “Execution Date”) by and among Helbiz, Inc., a Delaware corporation (the “Company” or “Helbiz”), Salvatore Palella, as representative of the shareholders of the Company (the “Shareholders’ Representative”), GreenVision Acquisition Corp., a Delaware corporation (“Purchaser” or “GreenVision”) and GreenVision Merger Sub Inc., a Delaware corporation (“Merger Sub”).
RIGHTS AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND GREENVISION ACQUISITION CORP. RIGHTS AGREEMENTRights Agreement • November 21st, 2019 • GreenVision Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of November 18, 2019 between GreenVision Acquisition Corp., a Delaware corporation, with offices at One Penn Plaza, 36th Floor, New York, NY 10019 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street Plaza, New York, New York 10004 (the “Right Agent”).
Convertible Promissory NoteConvertible Promissory Note • November 13th, 2023 • micromobility.com Inc. • Services-business services, nec
This Note is being issued pursuant to Section 2.04 of the Standby Equity Purchase Agreement dated March 8, 2023 (as may be amended restated, supplemented or otherwise modified from time to time, the “SEPA”) between the Company and the Holder. Upon the issuance of this Note by the Company and delivery of the same to the Holder, the Holder shall advance to the Company, the principal amount in accordance as with a closing statement to be delivered to the Holder contemporaneously with the closing hereof.
Form of Underwriter’s Warrant AgreementUnderwriter’s Warrant Agreement • October 31st, 2019 • GreenVision Acquisition Corp. • Blank checks • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY GREENVISION ACQUISITION CORP (“COMPANY”) OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE (AS DEFINED HEREIN). VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE LIQUIDATION OF THE COMPANY’S TRUST ACCOUNT (AS DESCRIBED IN THE REGISTRATION STATEMENT) IF THE COMPANY HAS NOT COMPLETED A BUSINESS COMBINATION WITHIN THE REQUIRED TIME PERIODS OR FIVE YEARS FROM THE EFFECTIVE DATE.
EMPLOYMENT AGREEMENTEmployment Agreement • October 27th, 2021 • Helbiz, Inc. • Services-business services, nec • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into on the 2nd day of March, 2020 (the “Effective Date”), between HELBIZ INC., a Delaware corporation (the “Company”), having its principal place of business at 32 Old Slip, 32nd Floor, New York, NY 10005, and Giulio Profumo (the “Executive”).
SUPPLEMENTAL AGREEMENTSupplemental Agreement • December 1st, 2022 • Helbiz, Inc. • Services-business services, nec • New York
This Supplemental Agreement (the “Agreement”), dated as of December 1, 2022, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”) and HELBIZ, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 21st, 2019 • GreenVision Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of November 18, 2019 (“Agreement”), by and among GREENVISION ACQUISITION CORP., a Delaware corporation (the “Company”), GREENVISION CAPITAL HOLDINGS LLC, a Delaware corporation and stockholder of the Company (“Sponsor”), ZHIGENG FU “Fu”), QI YE “Ye”, HE YU (“Yu”) and JONATHAN INTRATER (“Intrater”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 18th, 2021 • Helbiz, Inc. • Services-business services, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 12, 2021, is between HELBIZ, INC., a company incorporated under the laws of the State of Delaware, with its principal operation office located at 32 Old Slip, New York, NY 10005 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively the “Buyers”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 31st, 2019 • GreenVision Acquisition Corp. • Blank checks • New York
This Agreement is made as of __________, 2019 by and between GreenVision Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Letter Agreement dated November 18, 2019 by Sponsor, Initial Stockholders, Officers and Directors Letter Agreement From SponsorLetter Agreement • November 21st, 2019 • GreenVision Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement dated as of November 18, 2019 (the “Underwriting Agreement”) entered into by and between GreenVision Acquisition Corp., a Delaware corporation (the “Company”), and I-Bankers Securities Inc. as representative (the “Representative”) of the several Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) under the Securities Act of 1933, as amended of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), one warrant exercisable for one share of Common Stock (each, a “Warrant”), and one right to receive one-tenth (1/10) of a share of Common Stock (each, a “Right”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
Agreement between Pininfarina, MT Distribution and Helbiz: production and design Made in Italy for an elegant and distinctive micro-mobilityPartnership Agreement • June 17th, 2021 • GreenVision Acquisition Corp. • Services-business services, nec
● The future of electric urban mobility leans on the partnership between three international companies: Pininfarina, a symbol of the elegance of Made in Italy products worldwide, MT Distribution, a company par excellence of production quality in the Italian Motor Valley, and Helbiz, a pioneer of green development and innovation in micro-mobility
FORM OF GREENVISION ACQUISITION CORP. SUBSCRIPTION LETTERSubscription Agreement • October 21st, 2019 • GreenVision Acquisition Corp. • Blank checks
GreenVision Capital Holdings LLC as the undersigned purchaser or intended purchaser, has purchased, effective as of September 13, 2019, 1,437,500 shares of Common Stock of the Corporation (“Private Shares”) for a purchase price of $25,000 payable by wire transfer of funds to the account of the Corporation. It is anticipated that the IPO will consist of the offer and sale of 5,000,000 Units for gross proceeds of $50,000,000, with an over-allotment option for an additional 750,000 Units (for an additional $5,750,000 of gross proceeds). The Private Shares are intended to represent 20% of the total number of issued and outstanding shares of Common Stock of the Corporation upon the consummation of the IPO if the over-allotment option is exercised in full by the underwriters; provided that if (i) the over-allotment option is not exercised in full by the underwriters, the total number of the Private Shares shall be decreased in proportion to the percentage of the over-allotment option actuall
No. 10-37C, Lane One, Weifang West Road, Pudong District, Shanghai China 200122 Telephone Number: 8621-5888 232Administrative Services Agreement • October 31st, 2019 • GreenVision Acquisition Corp. • Blank checks
This letter shall confirm our mutual agreement that the Administrative Services Agreement has been terminated in full as of October 30, 2019 without any further obligation of either party and without liability of GreenVision Acquisition Corp.to Mill River Investment Company.
RESALE LOCK-UP AGREEMENTResale Lock-Up Agreement • August 13th, 2021 • Helbiz, Inc. • Services-business services, nec • New York
THIS RESALE LOCK-UP AGREEMENT (this “Agreement”) is dated as of [·], 2021, by and between the stockholder of Helbiz, Inc. set forth on the signature page to this Agreement (the “Holder”) and GreenVision Acquisition Corp., a Delaware corporation (the “Purchaser” or the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
Helbiz and Trenitalia extend their partnership to offer a full intermodal experience As part of this agreement, users will be able to enjoy a full intermodal experience: train + e-bike or e-scooter to their final destination Trenitalia customers will...Partnership Agreement • April 29th, 2021 • GreenVision Acquisition Corp. • Services-business services, nec
Milan, April 29, 2021 - Helbiz, a global leader in micro-mobility that is the business combination target of GreenVision Acquisition Corp. (Nasdaq: GRNV), today announced the extension of its partnership with Trenitalia to further meet their customers’ needs. Starting today, Trenitalia’s customers will be able to purchase a Helbiz mobility voucher directly when purchasing a train ticket through Trenitalia's sales platforms. Through this agreement, customers can seamlessly travel to and from the train station by e-scooter or e-bicycle.Planning a trip not only means comfort and convenience, but also provides peace of mind during daily commutes. The evolution of this partnership aims to continue promoting the expansion of integrated, shared, safe and sustainable mobility.
No. 10-37C, Lane One, Weifang West Road, Pudong District, Shanghai China 200122 Telephone Number: 8621-5888 232Administrative Services Agreement • October 21st, 2019 • GreenVision Acquisition Corp. • Blank checks • Delaware
This letter agreement by and between GreenVision Acquisition Corp., a corporation formed under the laws of the State of Delaware, United States (the “Company”), and Mill River Investment Company (“Mill River”), dated as of the date hereof, will confirm our agreement that, commencing on the date of the first calendar month (for purposes of this letter, the “Closing Date”) following the closing of the Company’s initial public offering pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
ASSIGNMENT AND RELEASE AGREEMENTAssignment and Release Agreement • December 12th, 2024 • micromobility.com Inc. • Services-business services, nec
THIS ASSIGNMENT AND RELEASE AGREEMENT (this “Agreement”) is entered into on December 9, 2024 by and among micromobility.com Inc. (f/k/a Helbiz Inc.), a Delaware corporation (the “Borrower”), YA II PN, Ltd., (the “Assignor”) and Palella Holding, LLC (the “Assignee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 21st, 2024 • micromobility.com Inc. • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”), dated as of [--], 2024 among (i) micromobility.com Inc., a Delaware corporation (“Seller”), and (ii) Overseas Moped Investment and Holding Pte Ltd., a Singapore corporation (“Buyer” and, together with Seller, each, a “Party” and collectively, the “Parties”).
ASSIGNMENT AND RELEASE AGREEMENTAssignment and Release Agreement • December 11th, 2023 • micromobility.com Inc. • Services-business services, nec
THIS ASSIGNMENT AND RELEASE AGREEMENT (this “Agreement”) is entered into on December 8, 2023 by and among micromobility.com Inc. (f/k/a Helbiz Inc.), a Delaware corporation (the “Borrower”), the financial institutions or entities parties hereto (the “Lenders”), Securis Investment Partners, LLP, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and YA II PN, Ltd., (the “Assignee”).
AMENDMENT TO CONVERTIBLE DEBENTURESConvertible Debentures • December 1st, 2022 • Helbiz, Inc. • Services-business services, nec • New York
This AMENDMENT TO CONVERTIBLE DEBENTURES (this “Amendment”) dated as of December 1, 2022, by and between Helbiz, Inc. (the “Company”) and YA II PN, Ltd. (the “Holder”). Each of the Company and the Holder shall be referred to collectively as the “Parties” and individually as a “Party.”
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 28th, 2022 • Helbiz, Inc. • Services-business services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of the 25th day of October 2022 (the “Execution Date”) by and among Helbiz, Inc., a Delaware corporation (“Purchaser”), Helbiz Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Purchaser (“Merger Sub”), and Wheels Labs, Inc., a Delaware corporation (“Target” and each of Purchaser, Merger Sub and Target, a “Party” and collectively, the “Parties”).
ContractMerger Agreement • February 3rd, 2023 • Helbiz, Inc. • Services-business services, nec
On November 18, 2022, Helbiz, Inc. (“Helbiz” or the “Company”), Helbiz Merger Sub, Inc. a wholly owned subsidiary of Helbiz (“Merger Sub”) and Wheels Labs, Inc. (“Wheels”), entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) for the sale and purchase (the “Business Combination”) of the entire issued corporate capital of Wheels pursuant to which the equity holders of Wheels sold their capital stock in Wheels to Helbiz. The Business Combination closed on November 18, 2022. Wheels is an international group operating in the micro-mobility business by sharing e-vehicles through an IT platform. Helbiz settled the Business Combination with the issuance of 6,751,811 Helbiz’s Series A Convertible Preferred Stock; equal to 6.99% of Helbiz’s total issued and outstanding Class A common stock immediately prior to the Closing. The Series A Convertible Preferred Stock will automatically convert into shares of the Helbiz’s Class A common stock upon the approval o
AMENDMENT TO CONVERTIBLE DEBENTURESConvertible Debentures • May 18th, 2022 • Helbiz, Inc. • Services-business services, nec • New York
This AMENDMENT TO CONVERTIBLE DEBENTURES (this “Amendment”) dated as of May 17, 2022, by and between Helbiz, Inc. (the “Company”) and YA II PN, Ltd. (the “Holder”). Each of the Company and the Holder shall be referred to collectively as the “Parties” and individually as a “Party.”
AMENDMENT NO. 1 TO MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement • April 9th, 2021 • GreenVision Acquisition Corp. • Services-misc health & allied services, nec
THIS AMENDMENT NO. 1 TO MERGER AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”), dated as of April 8, 2021, by and among HELBIZ, INC., a Delaware corporation (the “Company”), SALVATORE PALELLA, as representative of the shareholders of the Company (“Shareholders’ Representative”), GREENVISION ACQUISITION CORP., a Delaware corporation (“Purchaser”) and GREENVISION MERGER SUB INC., a Delaware corporation (“Merger Sub”).
ESCROW AGREEMENTEscrow Agreement • August 13th, 2021 • Helbiz, Inc. • Services-business services, nec • New York
This ESCROW AGREEMENT (the “Agreement”), dated as of August _, 2021 by and among Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), Greenvision Acquisition Corp. (the “Purchaser” or the “Parent”) and Salvatore Palella (the “Stockholders’ Representative”) as the representative of the stockholders of Helbiz, Inc. (the “Company”).
AGREEMENTSettlement Agreement • December 11th, 2023 • micromobility.com Inc. • Services-business services, nec
THIS AGREEMENT (this “Agreement”) is entered into on December 8, 2023 by and between YA II PN, LTD., a Cayman Islands exempted company (“Assignee”), and micromobility.com Inc. (f/k/a Helbiz Inc.), a Delaware corporation the (“Company”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 25th, 2022 • Helbiz, Inc. • Services-business services, nec • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November [--], 2022 and amends and restates that Agreement and Plan of Merger entered into on the 25th day of October 2022 (the “Execution Date”) by and among Helbiz, Inc., a Delaware corporation (“Purchaser”), Helbiz Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Purchaser (“Merger Sub”), and Wheels Labs, Inc., a Delaware corporation (“Target” and each of Purchaser, Merger Sub and Target, a “Party” and collectively, the “Parties”).
