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 |
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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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