Exhibit
10.1


 


AMENDMENT
NO. 5 TO MERGER AGREEMENT


 


This
Amendment No. 5 dated as of September 9, 2021 (the “Amendment”) to the Merger Agreement (the “Merger Agreement”),
dated as of October 10, 2020, by and among Hudson Capital Inc. (f/k/a China Internet Nationwide Financial Services Inc.), a British Virgin
Islands corporation (“Parent”), Hudson Capital Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary
of Parent (“Purchaser”), Hudson Capital Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of
Purchaser (“Merger Sub”), Freight App, Inc. (fka FreightHub Inc.), a Delaware corporation (the “Company”),
and ATW Master Fund II, L.P., a Delaware limited partnership, as the representative of the stockholders of the Company (the “Stockholders’
Representative”), as amended. All capitalized terms used, but not otherwise defined herein, have the meanings given to them
in the Merger Agreement.


 


Preliminary
Statement


 


WHEREAS,
pursuant to Section 14.2 of the Merger Agreement, the Merger Agreement may be amended in a writing signed by Parent, Purchaser, Merger
Sub, the Company and the Stockholders’ Representative; and


 


WHEREAS,
Parent, Purchaser, Merger Sub, the Company and the Stockholders’ Representative desire to amend the Merger Agreement to reflect
changes agreed among the Parties and to clarify certain terms and conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the mutual covenants and promises set forth in this Amendment, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


1.
The reference to “September 9, 2021” in Section 13.1(a) is hereby deleted and replaced with “March 31, 2022”.


 


2.
Each Party hereby acknowledges and reaffirms all of its rights and obligations under the Merger Agreement. The Company acknowledges and
agrees to abide by all of the covenants related to the conduct of business set forth in the Merger Agreement during the period beginning
on the date of the execution of the Merger Agreement and ending on the Closing Date (the “Interim Period”). Similarly,
Parent acknowledges and agrees to be bound and abide by all of the same obligations relating to the conduct of business set forth in
the Merger Agreement during the Interim Period.


 


3.
Except as expressly provided in this Amendment, the Merger Agreement shall remain in full force and effect, and all references to “this
Agreement” in the Merger Agreement shall mean the Merger Agreement as further amended by this Amendment.


 


4.
This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will
constitute but one and the same instrument. This Amendment will become effective when duly executed and delivered by each of the parties
hereto. Counterpart signature pages to this Amendment may be delivered by electronic delivery (i.e., by email of a PDF signature page)
and each such counterpart signature page will constitute an original for all purposes.


 


[Signature
page follows]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, each of the Parties has caused this Amendment to be duly executed and delivered as of the day and year first above written.


 


	 	Parent:
	 	 
	 	Hudson
    Capital Inc. (f/k/a China Internet Nationwide Financial Services Inc.)
	 	 
	 	By:	/s/
Warrant Wang
	 	Name:	Warren
    Wang
	 	Title:	CEO
	 	Date:	9/9/2021
	 	 	 
	 	Purchaser/Redomestication
    Surviving Corporation:
	 	 
	 	Hudson
    Capital Merger Sub I Inc.
	 	 	 
	 	By:	/s/
    Warren Wang
	 	Name:	Warren
    Wang
	 	Title:	CEO
	 	Date:	9/9/2021
	 	 	 
	 	Merger
    Sub:
	 	 
	 	Hudson
    Capital Merger Sub II Inc.
	 	 	 
	 	By:	/s/
    Warren Wang
	 	Name:	Warren
    Wang
	 	Title:	CEO
	 	Date:	9/9/2021
	 	 	 
	 	Company/Surviving
    Corporation:
	 	 
	 	freight
    APP, Inc.
	 	 	 
	 	By:	/s/
    Paul Freudenthaler
	 	Name:	Paul
    Freudenthaler
	 	Title:	CFO
	 	 	 
	 	Stockholders’
    Representative:
	 	 
	 	ATW
    Master Fund II, L.P.
	 	 	 
	 	By:	/s/
    Antonio Ruiz-Gimenez
	 	Name:	Antonio
    Ruiz-Gimenez
	 	Title:	CEO