Exhibit
10.2


 


June
19, 2020


 


Hudson
Capital Inc.


19
West 44th Street, Suite 1001,


New
York, NY 10036


Attn:
Warren Wang, Chief Executive Officer


 


Dear
Mr. Wang:


 


This
letter (the “Agreement”) constitutes the agreement between Chardan Capital Markets LLC, (the “Placement
Agent”) and Hudson Capital Inc., a British Virgin Islands corporation (the “Company”), that the Placement
Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection
with the proposed placement (the “Placement”) of shares (the “Shares”) of the Company’s
ordinary shares, par value $0.001 per share (the “Common Stock” or the “Securities”). The
Securities actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.”
The terms of the Placement shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser”
and collectively, the “Purchasers”), and nothing herein constitutes that the Placement Agent would have the
power or authority to bind the Company or any Purchaser, or an obligation for the Company will issue any Securities or complete
the Placement. The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a reasonable
best efforts basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase
the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of the Placement
Agent with respect to securing any other financing on behalf of the Company. The Placement Agent may retain other brokers or dealers
to act as sub-agents or selected-dealers on its behalf in connection with the Placement. Certain affiliates of the Placement Agent
may participate in the Placement by purchasing some of the Placement Agent Securities. The sale of Placement Agent Securities
to any Purchaser will be evidenced by a securities purchase agreement (the “Purchase Agreement”) between the
Company and such Purchaser, in a form reasonably acceptable to the Company and the Purchaser. Capitalized terms that are not otherwise
defined herein have the meanings given to such terms in the Purchase Agreement. Prior to the signing of any Purchase Agreement,
officers of the Company will be available to answer inquiries from prospective Purchasers.


 


SECTION
1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.


 


A.
Representations of the Company. With respect to the Placement Agent Securities, each of the representations and warranties
(together with any related disclosure schedules thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement
in connection with the Placement, is hereby incorporated herein by reference into this Agreement (as though fully restated herein)
and is, as of the date of this Agreement and as of the Closing Date, hereby made to, and in favor of, the Placement Agent. In
addition to the foregoing, the Company represents and warrants that there are no affiliations with any FINRA member firm among
the Company’s officers, directors or, to the knowledge of the Company, any five percent (5.0%) or greater securityholder
of the Company, except as set forth in the Purchase Agreement. The Company hereby represents and warrants to the Placement Agent
that it is not aware of any material non-public information that is not otherwise publicly disclosed in its SEC Reports and that
any Purchaser or the Placement Agent would reasonably need to be aware of before the execution of this Agreement or the Purchase
Agreement, or conducting the Placement.


 




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B.
Covenants of the Company. The Company covenants and agrees to continue to retain (i) a firm of independent PCAOB registered
public accountants for a period of at least five (5) years after the Closing Date and (ii) a competent transfer agent with respect
to the Common Stock for a period of five (5) years after the Closing Date. In addition, from the date hereof until 30 days after
the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance
or proposed issuance of any shares of Common Stock or Common Stock Equivalents, except that such restriction shall not apply with
respect to an Exempt Issuance.


 


SECTION
2. REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it is (i) a member in good
standing of FINRA, (ii) registered as a broker/dealer under the Exchange Act, (iii) licensed as a broker/dealer under the laws
of the United States of America, applicable to the offers and sales of the Placement Agent Securities by the Placement Agent,
(iv) and will be a corporate body validly existing under the laws of its place of incorporation, (v) have full power and authority
to enter into and perform its obligations under this Agreement. The Placement Agent will immediately notify the Company in writing
of any change in its status with respect to subsections (i) through (v) above. The Placement Agent covenants that it will use
its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements
of applicable law.


 


SECTION
3. COMPENSATION. In consideration of the services to be provided for hereunder, the Company shall pay to the Placement
Agent and/or its respective designees a cash fee of 6% of the aggregate gross proceeds raised from the sale of the Placement Agent
Securities (the “Cash Fee”) and up to $50,000 for legal fees and expenses of legal counsel to the Placement
Agent. The Cash Fee shall be paid on the Closing Date. The Company shall not be required to pay the Placement Agent any fees or
expenses except for the Cash Fee. The Placement Agent reserves the right to reduce any item of compensation or adjust the terms
thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Placement Agent’s
aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.


 


SECTION
4. INDEMNIFICATION.


 


A.
To the extent permitted by law, with respect to the Placement Agent Securities, the Company will indemnify the Placement Agent
and its affiliates, stockholders, directors, officers, employees, members and controlling persons (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as
the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder
or pursuant to this Agreement, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect
thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from
the Placement Agent’s willful misconduct or gross negligence in performing the services described herein.


 


B.
Promptly after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect
to which the Placement Agent is entitled to indemnity hereunder, the Placement Agent will notify the Company in writing of such
claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company
from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company
of substantial rights and defenses. If the Company so elects or is requested by the Placement Agent, the Company will assume the
defense of such action or proceeding and will employ counsel reasonably satisfactory to the Placement Agent and will pay the fees
and expenses of such counsel. Notwithstanding the preceding sentence, the Placement Agent will be entitled to employ counsel separate
from counsel for the Company and from any other party in such action if counsel for the Placement Agent reasonably determines
that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both
the Company and the Placement Agent. In such event, the reasonable fees and disbursements of no more than one such separate counsel
will be paid by the Company, in addition to fees of local counsel. The Company will have the right to settle the claim or proceeding
provided that the Company will not settle any such claim, action or proceeding without the prior written consent of the Placement
Agent, which will not be unreasonably withheld. The Company shall not be liable for any settlement of any action effected without
its written consent, which will not be unreasonably withheld.


 




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C.
The Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the
commencement of any action or proceeding relating to a transaction contemplated by this Agreement.


 


D.
If for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless,
then the Company shall contribute to the amount paid or payable by the Placement Agent as a result of such losses, claims, damages
or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one
hand and the Placement Agent on the other, but also the relative fault of the Company on the one hand and the Placement Agent
on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The
amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to
include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding
the provisions hereof, the Placement Agent’s share of the liability hereunder shall not be in excess of the amount of fees
actually received, or to be received, by the Placement Agent under this Agreement (excluding any amounts received as reimbursement
of expenses incurred by the Placement Agent).


 


E.
These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement
is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might
otherwise have to any indemnified party under this Agreement or otherwise.


 


SECTION
5. ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) July 18, 2020
and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.”
In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate
the engagement, the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement
hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3
hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary
contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section
3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution
contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated by the Company
prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the
Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The
Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company
for any purposes other than those contemplated under this Agreement.


 


SECTION
6. PLACEMENT AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in
connection with this engagement is for the confidential use of the Company only in their evaluation of the Placement and, except
as otherwise required by law, the Company will not disclose or otherwise refer to the advice or information in any manner without
the Placement Agent’s prior written consent.


 




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SECTION
7. NO FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable
by any person or entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The
Company acknowledges and agrees that the Placement Agent are not and shall not be construed as a fiduciary of the Company and
shall have no duties or liabilities to the equity holders or the creditors of the Company or any other person by virtue of this
Agreement or the retention of the Placement Agent hereunder, all of which are hereby expressly waived.


 


SECTION
8. CLOSING. The obligations of the Placement Agent, and the closing of the sale of the Placement Agent Securities hereunder
are subject to the accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Company
contained herein and in the Purchase Agreement, to the performance by the Company of its obligations hereunder and in the Purchase
Agreement, and to each of the following additional terms and conditions, except as otherwise disclosed to and acknowledged and
waived by the Placement Agent:


 


A.
All corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each
of this Agreement, the Placement Agent Securities, and all other legal matters relating to this Agreement and the transactions
contemplated hereby with respect to the Placement Agent Securities shall be reasonably satisfactory in all material respects to
the Placement Agent.


 


B.
The Placement Agent shall have received from outside U.S. counsel to the Company and outside British Virgin Islands counsel to
the Company, each of such counsel’s written opinion with respect to the Placement Agent Securities, addressed to the Placement
Agent and dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent.


 


C.
The Placement Agent shall have received customary certificates of the Company’s executive officers, as to the accuracy of
the representations and warranties contains in the Purchase Agreement, and a certificate of the Company’s secretary certifying
that the Company’s charter documents are true and complete, have not been modified and are in full force and effect; (ii)
that the resolutions of the Company’s Board of Directors relating to the Placement are in full force and effect and have
not been modified; and (iii) as to the incumbency of the officers of the Company.


 


D.
The Placement Agent shall have received an executed FINRA questionnaire from each of the Company and the Company’s executive
officers, directors and 5% or greater securityholders.


 


E.
The Common Stock shall be registered under the Exchange Act and, as of the Closing Date, shall be listed and admitted and authorized
for trading on the Trading Market or other applicable U.S. national exchange and satisfactory evidence of such action shall have
been provided to the Placement Agent. The Company shall have taken no action designed to, or likely to have the effect of terminating
the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the
Trading Market or other applicable U.S. national exchange, nor has the Company received any information suggesting that the Commission
or the Trading Market or other U.S. applicable national exchange is contemplating terminating such registration or listing.


 




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F.
No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Placement Agent Securities or materially
and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other nature
by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the
issuance or sale of the Placement Agent Securities or materially and adversely affect the business or operations of the Company.


 


G.
The Company shall have entered into a Purchase Agreement with each of the Purchasers of the Placement Agent Securities and such
agreements shall be in full force and effect and shall contain representations, warranties and covenants of the Company as agreed
upon between the Company and the Purchasers.


 


H.
FINRA shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition,
the Company shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s
behalf, any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 2710 with respect to the Placement and
pay all filing fees required in connection therewith.


 


If
any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement, all obligations
of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the Closing Date. Notice
of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter
in writing.


 


SECTION
9. GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New
York applicable to agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party
without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties
hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising
under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement
may be brought into the courts of the State of New York or into the Federal Court located in New York, New York and, by execution
and delivery of this Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally,
the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any manner permitted by law. If either party shall commence an action or proceeding to enforce
any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party
for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such
action or proceeding.


 


SECTION
10. ENTIRE AGREEMENT/MISCELLANEOUS. This Agreement embodies the entire agreement and understanding between the parties
hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision of this
Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any
other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be
amended or otherwise modified or waived except by an instrument in writing signed by both the Placement Agent and the Company.
The representations, warranties, agreements and covenants contained herein shall survive the Closing Date of the Placement and
delivery of the Placement Agent Securities. This Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event
that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile
or .pdf signature page were an original thereof.


 




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SECTION
11. NOTICES. Any and all notices or other communications or deliveries required or permitted to be provided
hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such
notice or communication is sent to the email address specified on the signature pages attached hereto prior to 6:30 p.m. (New
York City time) on a business day, (b) the next business day after the date of transmission, if such notice or communication is
sent to the email address on the signature pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New
York City time) on any business day, (c) the third business day following the date of mailing, if sent by U.S. internationally
recognized air courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address
for such notices and communications shall be as set forth on the signature pages hereto.


 


SECTION
12. Press Announcements. The Company agrees that the Placement
Agent shall, on and after the Closing Date, have the right to reference the Placement and the Placement Agent’s role in
connection therewith in the Placement Agent’s marketing materials and on its website and to place advertisements in financial
and other newspapers and journals, in each case at its own expense.


 


[The
remainder of this page has been intentionally left blank.]


 




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Please
confirm that the foregoing correctly sets forth our agreement by signing and returning to the Placement Agent the enclosed copy
of this Agreement.


 


	 	Very
    truly yours,
	 	 
	 	CHARDAN
        CAPITAL MARKETS LLC

         

	 	By:
    	 
	 	Name:
    	                                             
	 	Title:
    	 
	 	 
	 	Address
    for notice:
	 	17
        State Street, 21st Floor

        New
        York, NY 10004

        Attn:
        Shai Gerson

        Email:
        sgerson@chardancm.com



 


Accepted
and Agreed to as of


the
date first written above:


 


	HUDSON
CAPITAL INC.

	

                                                                      

	By:
    	 	 
	Name:	                	 
	Title:
    	 	 


 


Address
for notice:


19
West 44th Street, Suite 1001


New
York, NY 10036


Attn:
Warren Wang, Chief Executive Officer


 


[Signature
Page to Placement Agent Agreement.]