EX-10.1 3 ex10-1.htm

 

Exhibit 10.1

 

ASSIGNMENT OF SECURITIES PURCHASE AGREEMENT

 

This Assignment Agreement (the “Assignment Agreement”), dated February 10, 2022 is entered into between Hudson Capital, Inc., a British Virgin Islands company (the “Company”), ATW Opportunities Master Fund L.P. (the “Assignor”) and parties set forth on Schedule I hereto (each, an “Assignee” and collectively the “Assignees”).

 

WHEREAS the Company and the Assignor have previously entered into a Securities Purchase Agreement dated December 13, 2021 as amended by Amendment No. 1 to the Agreement dated December 16, 2021 (as amended, the “Agreement”);

 

WHEREAS, the Agreement provided for the purchase by the Assignor of 1,177,500 pre-funded warrants of the Company for an aggregate purchase price of $2,355,000;

 

WHEREAS, assignment of the Agreement requires the consent of the parties thereto;

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Assignment Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company, the Assignor and the Assignees agree as follows:

 

1. Defined terms not otherwise defined herein shall have the meaning given to them in the Agreement and provisions of the Agreement not otherwise amended hereby shall continue in full force and effect.

 

2. The Assignor hereby assigns its right to purchase that number of pre-funded warrants for a per warrant purchase price of $2.00 each Assignee as set forth on Schedule I hereto and the related obligations under the Agreement to the Assignee (the “Assignment”) and the Company hereby consents to the Assignment. The Company hereby agrees that the Assignees shall be entitled to all other rights under the Agreement along with Purchaser (other than to purchase additional pre-funded warrants) including, without limitation, Section 4.7 of the Agreement.

 

3. The Assignees and the Company agree that the closing of the Assignment may occur prior to the closing of the remainder of the transactions contemplated by the Agreement. The Assignees and the Company further agree that the funding of the purchase price shall be made into an escrow account to be established at Loeb & Loeb LLP in accordance with the instructions set forth on Schedule II hereto.

 

5. Except as set forth herein or unless the context indicates otherwise, all references to the “Purchaser” in Article II shall be deemed to refer to each Assignee.

 

6. Each of the representations and warranties set forth in Section 3.2 of the Agreement that are being made by the Purchaser shall be deemed to be made by each of the Assignees.

 

7. This Agreement may be executed in one or more counterparts.

 

   
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed by their respective authorized signatories as of the date first indicated above.

 

 

HUDSON CAPITAL INC.

 

  

Address for Notice:

19 West 44th Street, Suite 1001

New York, NY 10036

By:

/s/ Warren Wang

   Fax:
Name: Warren Wang    
Title: Chief Executive Officer    

 

    With a copy to (which shall not constitute notice)
   

Sichenzia Ross Ference LLP

1185 Avenue of the Americas, 31st Floor

New York, NY 10036

Attention: Benjamin Tan, Esq.

 

 

ATW OPPORTUNITIES MASTER FUND L.P.  

Address for Notice:

7969 NW 2nd Street, #415

Miami, FL 33126

By:

ATW Partners Opportunities Fund GP, LLC

   Fax:
       
By:

/s/ Antonio Ruiz-Gimenez, Jr.

    
Name:

Antonio Ruiz-Gimenez, Jr.

  
Title: Member    

 

  With a copy to (which shall not constitute notice):
 

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Attention: Mitchell Nussbaum, Esq.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

 

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ASSIGNEE:

 

FEA FR8 LLC

  

Address for Notice:

     

By:

     Fax:
       
By: /s/ Andrew Intrater    
Name: Andrew Intrater    
Title: Manger    

 

ASSIGNEE:

 

Yuri Kokush  

Address for Notice:

     
By:

  Fax:
       
By: /s/ Yuri Kokush    
Name:    
Title:    

 

ASSIGNEE:

 

Ignacio Mounetou  

Address for Notice:

       
By:      
       
By: /s/ Ignacio Mounetou    
Name:

 

   Fax:
Title:      

 

ASSIGNEE:

 

Grays West Ventures LLC  

Address for Notice:

     
By:

  Fax:
       
By: /s/ Edmundo Gonzalez    
Name: Edmundo Gonzalez    
Title: Manager    

 

 3 
 

 

ASSIGNEE:

 

Winston J. Churchill  

Address for Notice:

       
By:

  Fax:
       
By: /s/ Winston J. Churchill    
Name:      
Title:      

 

ASSIGNEE:

 

M&M Energy Investors LLC  

Address for Notice:

     
By:

  Fax:
       
By: /s/ Kerry Miller    
Name: Kerry Miller    
Title: Partner    

 

ASSIGNEE:

 

Michael Richter  

Address for Notice:

     
By:

/s/ Michael Richter

   Fax:
       
By:      
Name:      
Title:      

 

ASSIGNEE:

 

Sharbaugh Trust  

Address for Notice:

     
By:

  Fax:
       
By: /s/ John Justin Churchill    
Name: John Justin Churchill    
Title: Trustee    

 

ASSIGNEE:

 

 

The Ezrah Charitable Trust  

Address for Notice:

     
By:

 

   Fax:
       
By: /s/ David Cohen    
Name: David Cohen    
Title: Trustee    

 

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SCHEDULE I

 

ASSIGNEE  NUMBER OF WARRANTS   AGGREGATE PURCHASE PRICE 
FEA FR8 LLC   65,022   $130,108 
Yuri Kokush   93,241   $186,575 
Ignacio Mounetou   13,004   $26,022 
Grays West Ventures LLC   6,502   $13,011 
Winston J. Churchill   13,004   $26,022 
M&M Energy Investors LLC   2,341   $4,684 
Michael Richter   3,411   $6,826 
Sharbaugh Trust   2,604   $5,211 
The Ezrah Charitable Trust   478,620   $957,718 

 

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SCHEDULE II

 

[FUNDING INSTRUCTIONS FROM ESCROW]

 

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