Exhibit 10.4


 


Execution Version


  


PROMISSORY
NOTE 


 


US$1,500,000.00
New York, New York


September
16, 2021


 


FOR
VALUE RECEIVED, the undersigned, FREIGHT APP, INC., a company organized and existing under the laws of the State of Delaware
(“Borrower”), promises to pay to the order of HUDSON CAPITAL INC. (f/k/a China Internet Nationwide Financial
Services Inc.), a corporation organized and existing under the laws of the British Virgin Islands (“Lender”),
at its office at 19 West 44th Street, Suite 1001, New York, New York, 10036, or at such other place as the holder of this
Promissory Note shall specify by written notice to Borrower, in lawful money of the United States of America, the loan amount of ONE
AND ONE HALF MILLION (US$1,500,00.00) (the “Principal Amount”), together with interest thereon as specified
herein.


 


1.
Interest. The outstanding Principal Amount due from time to time hereunder shall bear interest at a rate per annum equal
to 0.17% from and after the Effective Date (as defined herein) until the date this Promissory Note is paid in full, whether at maturity
or prepayment. Computations of interest shall be made by Lender on the basis of a year of 360 days for the actual number of days elapsed
(including the first day but excluding the last day) during any applicable interest period.


 


2.
Repayment. All payments made by Borrower hereunder shall be first applied to interest and, thereafter, the balance
to Principal Amount. The entire then-outstanding Principal Amount, together with all accrued but unpaid interest thereon, shall become
due and payable on the one-year anniversary of the Effective Date. If any Principal Amount or interest on this Promissory Note falls
due on a day which is not a business day for banks in New York, New York, such due date shall be extended to the next succeeding business
day and interest shall be payable in respect of any such extension of Principal Amount. In the event that all or any portion of the Principal
Amount and/or accrued and unpaid interest thereon should become due and payable by Borrower pursuant to this Promissory Note, whether
at maturity as provided above, in connection with a prepayment by Borrower as set forth below, upon acceleration of this Promissory Note
in connection with the occurrence and continuation of an Event of Default as provided below, or otherwise, Borrower shall be entitled
in its sole discretion to offset any such payment obligation against any and all amounts then-owing by Lender and its affiliates to Borrower,
including, without limitation, any such amounts owing by Lender and its affiliates to Borrower pursuant to the Merger Agreement. As used
herein, “Merger Agreement” means that certain Merger Agreement among Borrower, Lender, Hudson Capital Merger
Sub I Inc. and Hudson Capital Merger Sub II Inc., as the same may have been amended through the date of this Promissory Note and from
time to time hereafter. Lender hereby consents to any such offset by Borrower.


 


3.
Prepayment. Borrower may prepay this Promissory Note in whole or in part at any time or from time to time without
penalty or premium by paying the portion of the then-outstanding Principal Amount to be prepaid, together with accrued interest thereon
to the date of prepayment.


 


4.
Events of Default. The occurrence of any of the following shall constitute an “Event of Default”
hereunder:


 


(i)
Borrower fails to pay any Principal Amount of this Promissory Note or interest hereunder if and when due, and such failure continues
for 14 days;


 




    	 



     


    

  


(ii)
the commencement by Borrower of, or the consent by Borrower to, a voluntary case or proceeding under any applicable federal or state
or other bankruptcy, insolvency, reorganization or other similar law, or any other case or proceeding to be adjudicated bankrupt or insolvent,
or the filing by Borrower of, or consent by Borrower to, a petition or answer or consent seeking reorganization or relief under any applicable
federal or state or other law or the appointment or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator,
or other similar official of Borrower or any substantial party of Borrower’s property; or


 


(iii)
an involuntary proceeding shall be commenced or an involuntary petition shall be filed, seeking (A) liquidation, reorganization or other
relief in respect of Borrower or its debts or of any substantial portion of its assets under any Federal or state or other bankruptcy,
insolvency, receivership or similar law now or hereafter in effect or (B) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for Borrower or for a substantial part of Borrower’s assets in any Federal or state or other jurisdiction,
and, in any such case of clause (A) or (B), such proceeding shall continue undismissed and unstayed for thirty (30) days or an order
or decree approving or rendering any of the foregoing shall be entered.


 


5.
Remedies. Upon the occurrence of an Event of Default and at any time thereafter during the continuance of such Event of
Default, the entire then-outstanding Principal Amount of this Promissory Note, together with all accrued and unpaid interest thereon
and all other amounts payable hereunder, to be immediately due and payable, and/or exercise any and all rights, powers or remedies that
may be available to Lender under applicable law.


 


6.
Additional Costs; Certain Taxes. In addition to and not in limitation of the foregoing, Borrower further agrees to pay
all expenses, including reasonable attorney’s fees and legal expenses, incurred by the holder of this Promissory Note in connection
with (a) collecting or attempting to collect any amounts payable hereunder which are not paid when due, whether by acceleration or otherwise
or (b) exercising remedies in furtherance of the events set forth in Paragraph 2 or Paragraph 4 above. Any such costs incurred by Borrower
will be added to the outstanding Principal Amount and will become immediately due. Any and all payments made by Borrower hereunder shall
be made free and clear of, and without deduction for, any present and future taxes (including, without limitation, value-added taxes
and withholding taxes), levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto. In addition, Borrower
agrees to pay any present or future stamp or documentary taxes or any other excise of property taxes, charges or similar levies which
arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Promissory
Note.


 


7.
Transfer of Promissory Note. Borrower may not sell, transfer, assign or convey this Promissory Note without the prior written
consent of Lender.


 


8.
Amendment; Modification; Waiver. No amendment, modification or waiver of any provision of this Promissory Note or consent
to departure by Borrower therefrom shall be effective unless the same shall be in writing and signed by Lender. No delay or omission
on either party in exercising any right hereunder shall operate as a waiver of such right or of any other right of such holder, nor shall
any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or of any other right on any future occasion.


 




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9.
Legal and Tax Representation. Each party to this Promissory Note represents and warrants that it has had the opportunity
to seek the advice of independent legal and tax counsel of its choosing, and has either been duly represented or has by its own volition
chosen not to be represented in executing this Promissory Note.


 


10.
Successors. The terms and conditions of this Promissory Note shall inure to the benefit of and be binding jointly and severally
upon the successors, heirs, survivors and personal representatives of Borrower and shall inure to the benefit of any holder, its legal
representatives, and successors.


 


11.
Breach of Promissory Note. No breach of any provision of this Promissory Note shall be deemed waived unless it is waived
in writing. No course of dealing and no delay on the part of Lender in exercising any right will operate as a waiver thereof or otherwise
prejudice Lender’s rights, powers, or remedies. No right, power, or remedy conferred by this Promissory Note upon Lender will be
exclusive of any other rights, power, or remedy referred to in this Promissory Note, or now or hereafter available at law, in equity,
by statute, or otherwise.


 


12.
Waiver of Presentment. All parties to this Promissory Note hereby waive presentment for payment, notice of dishonor, protest,
and notice of protest of this Promissory Note.


 


13.
Governing Law. The validity, construction and performance of this Promissory Note will be governed by the laws of the State
of New York, excluding that body of law pertaining to conflicts of law. Any controversy or dispute arising out of or relating to this
Promissory Note shall be brought exclusively in the United States District Court for the Southern District of New York, or, if such court
does not have subject matter jurisdiction, in the State courts of the State of New York located in New York County. Borrower and Lender
hereby irrevocably accept and submit to the exclusive jurisdiction and venue of such courts in personam, with respect to any such
controversy or dispute, and waive any claim that such forum is inconvenient or any similar claim. THE PARTIES HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM THAT IS RELATED TO OR ARISES OUT OF
THIS PROMISSORY NOTE OR THE ACTS OR FAILURE TO ACT OF OR BY LENDER IN THE ENFORCEMENT OF ANY OF THE TERMS OR PROVISIONS OF THIS PROMISSORY
NOTE. To the extent that Lender has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself
or its property, Lender hereby irrevocably waives such immunity in respect of this Promissory Note, and, without limiting the generality
of the foregoing, agrees that the waivers set forth in this Paragraph 13 shall have the fullest scope permitted under the Foreign Sovereign
Immunities Act of the United States of 1976 or are intended to be irrevocable for purposes of such Act.


 


14.
Warrant. As an inducement to the Lender to enter into this Promissory Note and to advance the Principal Amount hereunder
to Borrower, the Borrower is, substantially simultaneously with the execution and delivery by the parties of this Promissory Note, issuing
to the Lender a Warrant in substantially the form attached to this Promissory Note as Exhibit A.


 


15.
Condition Precedent. Notwithstanding anything in this Promissory Note to the contrary, the obligation of the Lender to
advance the Principal Amount hereunder to Borrower, and the Borrower’s obligation to repay the Lender, shall only become effective
upon the consummation of the purchase by ATW Opportunities Master Fund, L.P. of securities of the Lender for an aggregate purchase price
of $2,700,000 as contemplated by the Securities Purchase Agreement between Hudson Capital, Inc. and ATW Opportunities Master Fund, L.P.
(the “SPA”). For purposes of this Promissory Note, the “Effective Date” shall mean
the “Closing Date” under the SPA.


 


[Signatures
to follow]


 




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IN
WITNESS WHEREOF, Borrower and Lender have executed this Promissory Note the day and year first written above.


 


	 	BORROWER:
	 	 	 
	 	FREIGHT
APP, INC.
	 	 	 
	 	By:	/s/
    Paul Freudenthaler  
	 	 	Paul
Freudenthaler
	 	 	Chief
Financial Officer



 


	 	Address
for Notices:
	 	 	      
	 	2001
Timberloch Place - Suite 500
	 	The
    Woodlands, TX 77380. 
	 	Attention:
    Paul Freudenthaler, CFO
	 	Email
    Address: paul.freudenthaler@fr8hub.com
	 	 
	 	With
a copy to:
	 	 
	 	RPCK
Rastegar Panchal LLP
	 	One
Grand Central Place
	 	60
East 42nd Street – Suite 2410
	 	New
    York, NY 10165
	 	Attention:
    Chintan Panchal 
	 	Email:
chintan.panchal@rpck.com
	 	 
	 	LENDER:
	 	 
	 	HUDSON
CAPITAL, INC. 
	 	 	                                           
	 	By:	/s/ Warren Wang
	 	Name:	Warren Wang
	 	Title:	Chief Executive Officer
	 	 	 
	 	Address
    for Notices
	 	 
	 	19
    West 44th Street, Suite 1001
	 	New
York, NY 10036
	 	Attention:
Warren Wang
	 	Email:
warren@hudsoncapitalusa.com
	 	 
	 	With
a copy to:
	 	 
	 	Sichenzia
    Ross Ference LLP
	 	1185
Avenue of the Americas, 31st Floor
	 	New
York, NY 10036
	 	Attention:
Benjamin Tan, Esq.
	 	Email:
btan@srf.law


 




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EXHIBIT
A


 


Form
of Warrant


 


(Attached
hereto)


 




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