Exhibit 10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”)
is entered into as of January 3, 2023, by and between Freight Technologies, Inc., a British Virgin Islands business company (the “Company”),
and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor”
and collectively, the “Investors”).


 


BACKGROUND


 


A.
The board of directors (the “Board of Directors”) of the Company has authorized the issuance to each of the
Investors of a Note (as defined below) and a Warrant (as defined below).


 


B
Each Investor desires to purchase a Note and a Warrant on the terms and conditions set forth in this Agreement.


 


NOW
THEREFORE, in consideration of the foregoing recitals and the covenants and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each Investor hereby agree as follows:


 


1.
DEFINITIONS.
As used in this Agreement, the following terms shall have the following meanings specified or indicated below, and such meanings shall
be equally applicable to the singular and plural forms of such defined terms:


 


“1933
Act” means the Securities Act of 1933, as amended.


 


“1934
Act” means the Securities Exchange Act of 1934, as amended.


 


“Affiliate”
means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control
with, the Person specified.


 


“Aggregate
Outstanding Amount” means the sum of (a) the Aggregate Principal Amount plus (b) the aggregate accrued and unpaid interest
owing to all Investors on the Aggregate Principal Amount.


 


“Aggregate
Principal Amount” has the meaning set forth in Section 2.1.


 


“Agreement”
has the meaning set forth in the preamble.


 


“Board
of Directors” has the meaning set forth in the recitals.


 


“Business
Day” means any day other than a Saturday, Sunday or any other day on which banks are permitted or required to be closed in
New York City.


 






    	 



     


    

 


“Change
of Control” means, with respect to the Company:


 


		(a)	a
                                            change in the composition of the Board of Directors at a single shareholder meeting where
                                            a majority of the individuals that were directors of the Company immediately prior to the
                                            start of such shareholder meeting are no longer directors at the conclusion of such meeting;



 


		(b)	a
                                            change in composition of the Board of Directors prior to the termination of this Agreement
                                            where a majority of the individuals that were directors as of the date of this Agreement
                                            cease to be directors of the Company prior to the termination of this Agreement;



 


		(c)	unless
                                            their replacements shall be approved by the Requisite Holder, in its sole discretion, any
                                            two of the individuals who are the Chief Executive Officer, Chief Financial Officer or Chairman
                                            of the Board of Directors as of the date of this Agreement cease to hold such position at
                                            any time prior to the termination of this Agreement;



 


		(d)	other
                                            than a shareholder that holds such a position at the date of this Agreement, if a Person
                                            comes to have beneficial ownership, control or direction over more than forty percent (40%)
                                            of the voting rights attached to any class of voting securities of the Company; or



 


		(e)	the
                                            sale or other disposition by the Company or any of its Subsidiaries in a single transaction,
                                            or in a series of transactions, of all or substantially all of their respective assets.



 


“Closing”
has the meaning set forth in Section 2.2.


 


“Closing
Date” has the meaning set forth in Section 2.2.


 


“Code”
has the meaning set forth in Section 2.1.


 


“Company”
has the meaning set forth in the preamble.


 


“Conversion
Shares” means the Ordinary Shares issuable upon the full or any partial conversion of a Note.


 


“Equity
Interests” means and includes Ordinary Shares and any Ordinary Share Equivalents.


 


“Event
of Default” has the meaning set forth in Section 7.1.


 






    	2



     


    

 


“Exempted
Securities” means (a) Ordinary Shares or rights, warrants or options to purchase Ordinary Shares issued in connection with
any (i) financing received from any officer or director of the Company or their respective Affiliates or (ii) payment of fees to bona
fide vendors of services to the Company or its Subsidiaries or (iii) at the market offerings, which in any year shall not exceed the
lower of (1) $1,500,000 in aggregate proceeds received or (2) 5,000,000 Ordinary Shares issued (as adjusted for any stock split, split-up,
or other combination), (b) equity securities issued by reason of a dividend, stock split, split-up or other distribution on Ordinary
Shares, (c) Ordinary Shares or rights, warrants or options to purchase Ordinary Shares issued to employees or directors of, or consultants
or advisors to, the Company or any of its Subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors
(“Equity Plans”), (d) securities upon the exercise or exchange of or conversion of any Securities issued hereunder
and/or other securities exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding on the date of this
Agreement as disclosed on Schedule 1 hereto, provided that such securities have not been amended since the date of this Agreement
to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other
than in connection with stock splits or combinations) or to extend the term of such securities, or (e) Ordinary Shares issued for the
payment of Interest (as defined in the Note) pursuant to the terms and conditions of the Note.


 


“Funding
Amount” shall mean, in respect of any Investor, the amount identified as such on the signature page hereto executed by such
Investor, and in the aggregate an amount equal to no greater than Six Million Dollars ($6,000,000).


 


“Investor”
has the meaning set forth in the preamble.


 


“Investor
Group” shall mean, in respect of each Investor, such Investor plus any other Person with which such Investor is considered
to be part of a group under Section 13 of the 1934 Act or with which the Investor otherwise files reports under Sections 13 and/or 16
of the 1934 Act.


 


“Investor
Party” has the meaning set forth in Section 5.12(a).


 


“Investor
Shares” means the Conversion Shares, the Warrant Shares and any other shares issued or issuable to the Investors pursuant to
this Agreement, the Notes, or the Warrants.


 


“IP
Rights” has the meaning set forth in Section 3.10.


 


“Law”
means any law, rule, regulation, order, judgment or decree, including, without limitation, any federal and state securities laws.


 


“Lead
Investor” means Freight Opportunities LLC.


 


“Losses”
has the meaning set forth in Section 5.12(a).


 


“Material
Adverse Effect” means any material adverse effect on (i) the businesses, properties, assets, operations, results of operations
or financial condition of the Company, or the Company and the Subsidiaries, taken as a whole, or (ii) the ability of the Company to consummate
the transactions contemplated by this Agreement or to perform its obligations hereunder or under the Notes or the Warrants; provided,
however, that none of the following shall be deemed either alone or in combination to constitute, and none of the following shall
be taken into account in determining whether there has been or would be, a Material Adverse Effect: (a) any adverse effect resulting
from or arising out of general economic conditions; (b) any adverse effect resulting from or arising out of general conditions in the
industries in which the Company and the Subsidiaries operate; (c) any adverse effect resulting from any changes to applicable Law; or
(d) any adverse effect resulting from or arising out of any natural disaster or any acts of terrorism, sabotage, military action or war
or any escalation or worsening thereof; provided, further, that any event, occurrence, fact, condition or change referred
to in clauses (a) through (d) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred
or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate
effect on the Company and/or the Subsidiaries compared to other participants in the industries in which the Company and the Subsidiaries
operate.


 






    	3



     


    

 


“Maximum
Percentage” means 4.99%; provided, that if at any time after the date hereof an Investor Group beneficially owns in
excess of 4.99% of any class of Equity Interests in the Company that is registered under the 1934 Act (excluding any Equity Interests
deemed beneficially owned by virtue of a Note or a Warrant), then the Maximum Percentage shall automatically increase to 9.99% so long
as the Investor Group owns in excess of 4.99% of such class of Equity Interests (and shall, for the avoidance of doubt, automatically
decrease to 4.99% upon the Investor Group ceasing to own in excess of 4.99% of such class of Equity Interests).


 


“Money
Laundering Laws” has the meaning set forth in Section 3.25.


 


“New
Securities” means, collectively, equity or debt securities of the Company, whether or not currently authorized, as well as
rights, options, or warrants to purchase such equity or debt securities, or securities of any type whatsoever that are, or may become,
convertible or exchangeable into or exercisable for such equity or debt securities.


 


“Note”
has the meaning set forth in Section 2.1.


 


“OFAC”
has the meaning set forth in Section 3.23.


 


“Offer
Notice” has the meaning set forth in Section 10.1.


 


“Ordinary
Shares” means the ordinary shares of the Company with a par value of $0.011 per
share.


 


“Ordinary
Share Equivalent” means any convertible security or warrant, option or other right to subscribe for or purchase any Ordinary
Shares or any convertible security convertible into Ordinary Shares.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Principal
Amount” has the meaning set forth in Section 2.1.


 


“Proceedings”
has the meaning set forth in Section 3.6.


 






    	4



     


    

 


“Prohibited
Transaction” means a transaction with a third party or third parties in which the Company issues or sells (or arranges or agrees
to issue or sell):


 


(a)
any debt, equity or equity-linked securities (including options or warrants) that are convertible into, exchangeable or exercisable
for, or include the right to receive Ordinary Shares:


 


(i)
at a conversion, repayment, exercise or exchange rate or other price that varies over time based upon a discount to the future
trading prices of, or quotations for, Ordinary Shares; or


 


(ii)
at a conversion, repayment, exercise or exchange rate or other price that is subject to being reset at some future date after the
initial issuance of such debt, equity or equity-linked security or upon the occurrence of specified or contingent events (other than
warrants that may be repriced by the Company); provided, however, that the transaction of the type described in clause (a)(ii) of
this definition of Prohibited Transaction shall not be a Prohibited Transaction if conversion, repayment, exercise or exchange rate
or other price as reset is equal to or greater than $0.15 per Ordinary Share (which may be waived in the discretion of the Requisite
Holders); or


 


(b)
any securities in a capital or debt raising transaction or series of related transactions which grant to an investor the right to
receive additional securities based upon future transactions of the Company on terms more favorable than those granted to such
investor in such first transaction or series of related transactions;


 


Notwithstanding
the foregoing, and for the avoidance of doubt, rights issuances, shareholder purchase plans, Equity Plans, convertible securities, or
issuances of Equity Interests, based on the trading price of the Ordinary Shares on the Trading Market but each at a fixed price per
share (for example, an “at the market” offering program), shall not be deemed to be a Prohibited Transaction.


 


“Required
Minimum” means, as of any date, two (2) times the maximum aggregate number of Ordinary Shares then issued or potentially issuable
in the future pursuant to the Transaction Documents, including any Warrant Shares issuable upon exercise in full of all Warrants or Conversion
Shares issuable upon conversion in full of the Notes, ignoring any conversion or exercise limits set forth therein based on a conversion
price of $0.23and exercise price of $1.50.


 


“Requisite
Holder” means the Lead Investor or any successor in interest to the Lead Investor that is mutually agreed to by the Lead Investor
and the Company. For the purposes of clarity hereunder, only one entity shall serve as the Requisite Holder at any time hereunder and
the affirmative action or consent by the Requisite Holder shall bind all Investors hereunder.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“SEC
Documents” has the meaning set forth in Section 3.5(a).


 


“Securities”
means the Notes, the Warrants, the Investor Shares and the Warrant Shares.


 






    	5



     


    

 


“Securities
Termination Event” means either of the following has occurred:


 


(a)
trading in securities generally in the United States has been suspended or limited for a consecutive period of greater than three
(3) Business Days; or


 


(b)
a banking moratorium has been declared by the United States or the New York State authorities and is continuing for a consecutive
period of greater than three (3) Business Days.


 


“Shareholder
Approval” shall mean the approval of the holders of the requisite number of the outstanding Ordinary Shares to ratify and approve
all of the transactions contemplated by the Transaction Documents, including the issuance of all of Investor Shares (as such term is
defined in each of such documents) issued and potentially issuable to the Investor thereunder, all as may be required by the applicable
rules and regulations of the Trading Market (or any successor entity).


 


“Subsidiaries”
and “Subsidiary” have the meaning set forth in Section 3.4(b).


 


“Trading
Day” means a day on which the Ordinary Shares are traded on a Trading Market.


 


“Trading
Market” means whichever of the New York Stock Exchange, NYSE American, or the Nasdaq Stock Market (including the Nasdaq Capital
Market), on which the Ordinary Shares are listed or quoted for trading on the date in question.


 


“Transaction
Documents” means this Agreement, the Notes, the Warrants, and any other documents or agreements executed or delivered in connection
with the transactions contemplated hereunder.


 


“Warrant”
has the meaning set forth in Section 2.1.


 


“Warrant
Shares” means the Ordinary Shares issuable upon exercise of the Warrants.


 


2.
PURCHASE AND SALE OF THE NOTES AND THE WARRANTS.


 


2.1
Purchase and Sale of the Notes and the Warrants. Subject to the terms and conditions set forth herein, at the Closing, the
Company shall issue and sell to each Investor, and each Investor shall purchase from the Company, (a) a convertible promissory note,
in the form attached hereto as Exhibit B (each, a “Note” and together, the “Notes”), in
the principal amount set forth on the signature page hereto executed by such Investor, which shall carry an original issue discount of
nine percent (9%), or in the aggregate, up to five hundred ninety-three thousand four hundred seven Dollars ($593,407) (the “OID”),
to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection
with the purchase and sale of the Notes, which is included in the principal balance of the Notes (each such amount, the “Principal
Amount” of such Note, and all of the Principal Amounts together, the “Aggregate Principal Amount”), with
the purchase price of the Notes be computed by subtracting the OID from the Principal Amount, and shall equal in the aggregate, up to
six million Dollars ($6,000,000) (the “Purchase Price”), and (b) a share purchase warrant, in the form attached hereto
as Exhibit C (each, a “Warrant” and together, the “Warrants”), registered in the name of
such Investor, pursuant to which the Investor shall have the right to acquire Ordinary Shares in the amount set forth on the signature
page hereto executed by such Investor, in exchange for each Investor’s respective Funding Amount, as set forth on the signature
page hereto executed by such Investor. Each Investor and the Company agree that for U.S. federal income tax purposes and applicable state,
local and non-U.S. tax purposes, such Investor’s Funding Amount shall be allocable between their Note and their Warrant based on
the relative fair market values thereof. No Investor nor the Company shall take any contrary position on any tax return, or in any audit,
claim, investigation, inquiry or proceeding in respect of taxes, unless otherwise required pursuant to a final determination within the
meaning of Section 1313 of the Internal Revenue Code of 1986, as amended (the “Code”), or any analogous provision
of applicable state, local or non-U.S. law.


 






    	6



     


    

 


2.2 Closing.
The closing of the transactions contemplated by this Agreement (each, a “Closing”) shall occur in tranches (each,
a “Tranche”), with the Closing of the first Tranche consisting of Notes with an aggregate Purchase Price of one
million six hundred and fifty thousand Dollars ($1,650,000) and an aggregate Principal Amount (including OID) of one million eight
hundred thirteen thousand one hundred eighty-seven Dollars ($1,813,187.00) (the “Initial Closing”). So long as no
Event of Default has occurred under the Notes, the Closing of (i) the second Tranche, consisting of the aggregate Purchase Price of
one million one hundred thousand Dollars ($1,100,000) and an aggregate Principal Amount (including OID) of one million two hundred
eight thousand seven hundred ninety-one Dollars ($1,208,791.00), shall occur within sixty (60) Business Days of the Initial Closing;
and (ii) the third Tranche, consisting of the aggregate Purchase Price of up to three million two hundred fifty thousand Dollars
($3,250,000) and an aggregate Principal Amount (including OID) of up to three million five hundred seventy-one thousand four hundred
twenty-nine Dollars ($3,571,429.00), shall occur no later than the fifth (5th) Business Day (i) upon satisfaction of the
Equity Conditions (as defined in the Notes) and (ii) provided that the Ordinary Shares have a daily VWAP over $1.00 for 20 of the
last 20 Trading Days (as defined in the Notes) prior to the Closing and the daily dollar trading volume of the Ordinary Shares shall
have exceeded $500,000 for 20 of the last 30 Trading Days prior to the Closing (which conditions may be waived in the sole and
absolute discretion of the Investors, and in such event such Tranche may funded in whole or in part in the sole discretion of the
Investors). Notwithstanding the foregoing, the Investors shall have no obligation to fund the third Tranche if the Third Tranche
Conditions (as defined in the Notes) have not been met by the date that is three (3) years from the date hereof.


 


The
Closings with respect to each Tranche hereto, including payment for and delivery of the Notes and the Warrants, shall take place remotely
via the exchange of documents and signatures, no later than one (1) Business Day following the execution and delivery of this Agreement,
subject to satisfaction or waiver of the conditions set forth in Section 6, or at such other time and place as the Company and
the Investor agree upon, orally or in writing (the “Closing,” and the date of the Closing being the “Closing
Date”).


 


2.3 Senior
Obligation. As an inducement for the Investor to enter into this Agreement and to purchase the Note, all obligations of the
Company pursuant to this Agreement and the Note shall be senior in payment to any subsequent Indebtedness (as defined in the Note)
of the Company except for that set forth as the Asset-Based Facility (as defined in the Note).


 


2.4 Pro
Rata Payments. The Company and each Investor hereby agree that, notwithstanding anything to the contrary contained herein or in
the Notes, to the extent the Company is obligated to make any payments hereunder or under the Notes to the Investors (or offers to
make any prepayments hereunder or thereunder), all such payments shall be applied to outstanding principal amount of the Notes held
by all Investors on a pro rata basis based on the Aggregate Outstanding Amount at the time of such prepayment. If any Investor
shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on
any of outstanding amounts under the Notes resulting in such Investor receiving payment of a proportion of the Aggregate Outstanding
Amount greater than its pro rata share thereof as provided herein, then the Investor receiving such greater proportion shall (a)
notify the other Investors of such fact, and (b) purchase (for cash at face value) participations in the principal amount owing to
the other Investors under the applicable Notes, or make such other adjustments as shall be equitable, so that the benefit of all
such payments shall be shared by the Investors ratably in accordance with the aggregate amount of principal of and accrued interest
on their respective Notes and other amounts owing them. The Company consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Investor acquiring a participation pursuant to the foregoing arrangement may
exercise against the Company rights of setoff and counterclaim with respect to such participation as fully as if such Investor were
a direct creditor of the Company in the amount of such participation.


 






    	7



     


    

 


3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents and warrants to each Investor and covenants with each Investor that, the following representations and warranties
are true and correct:


 


3.1
Organization and Qualification. The Company is a company duly incorporated and validly existing in good standing under the
Laws of the British Virgin Islands and has the requisite corporate power and authority to own its properties and to carry on its business
as now being conducted. The Company is duly qualified to do business and is in good standing in every jurisdiction in which the ownership
of its property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure
to be so qualified or be in good standing would not have a Material Adverse Effect.


 


3.2
Authorization; Enforcement; Compliance with Other Instruments. The Company has the requisite corporate power and authority
to execute the Transaction Documents, to issue and sell the Notes and the Warrants pursuant hereto, and to perform its obligations under
the Transaction Documents, including issuing the Investor Shares and Warrant Shares on the terms set forth in this Agreement. The execution
and delivery of the Transaction Documents by the Company and the issuance and sale of the Securities pursuant hereto have been duly and
validly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its
Board of Directors, its shareholders or any other Person in connection therewith. The Transaction Documents have been duly and validly
executed and delivered by the Company and constitute valid and binding obligations of the Company, enforceable against the Company in
accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar Laws relating to, or affecting generally, the enforcement of creditors’
rights and remedies.


 


3.3
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale
of the Notes and the Warrants hereunder will not (a) conflict with or result in a violation of the Company’s Memorandum and Articles
of Association, (b) conflict with, or constitute a material default (or an event which, with notice or lapse of time or both, would become
a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, any material agreement
to which the Company or any of the Subsidiaries is a party, or (c) subject to the making of the filings referred to in Section 5
and the filing of a Listing of Additional Shares with the NASDAQ Capital Market, violate in any material respect any Law or any rule
or regulation of the Trading Market applicable to the Company or any of the Subsidiaries or by which any of their properties or assets
are bound or affected. Assuming the accuracy of each Investor’s representations in Section 4 and subject to the making of
the filings referred to in Section 5 and a Listing of Additional Shares with the NASDAQ Capital Market, (i) no approval or authorization
will be required from any governmental authority or agency, regulatory or self-regulatory agency or other third party (including the
Trading Market) in connection with the issuance of the Notes and the Warrants and the other transactions contemplated by this Agreement
(including the issuance of the Conversion Shares upon conversion of the Notes and the Warrant Shares upon exercise of the Warrants) and
(ii) the issuance of the Notes and the Warrants, and the issuance of the Conversion Shares upon the conversion of the Notes and the Warrant
Shares upon exercise of the Warrants will be exempt from the registration and qualification requirements under the 1933 Act and all applicable
state securities Laws.


 






    	8



     


    

 


3.4
Capitalization and Subsidiaries.


 


(a)
The authorised shares of the Company consists of an unlimited number of Ordinary Shares, a maximum of 30,525,000 series A preferred
shares, a maximum of 21,000,000 series B preferred shares and an unlimited number of blank check preferred shares. As of the close
of business on date of mutual execution of this Agreement, 16,270,666 Ordinary Shares were issued and outstanding. The Conversion
Shares, when issued upon conversion of a Note in accordance with its terms, and the Warrant Shares, if and when issued upon exercise
of a Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and
charges with respect to the issuance thereof. Other than as provided in Schedule 3.4(a), no Ordinary Shares are subject to
preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company’s
Memorandum and Articles of Association on file with the SEC are true and correct copies of the Company’s Memorandum and
Articles of Association as in effect as of the date hereof. The Company is not in violation of any provision of its Memorandum and
Articles of Association.


 


(b) Schedule
3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the
“Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of
such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are
issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Subsidiary has any
outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any
circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Each Subsidiary is duly organized and
validly existing in good standing under the laws of its jurisdiction of formation and has all requisite power and authority to own
its properties and to carry on its business as now being conducted.


 


(c)
Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the
sale of any securities under the 1933 Act. There are no outstanding securities of the Company or any of the Subsidiaries which
contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the
Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. There are no
outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the
Notes, the Warrants or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or
“phantom stock” plans or agreements or any similar plan or agreement.


 






    	9



     


    

 


(d)
The issuance and sale of any of the Securities will not obligate the Company to issue Ordinary Shares or other securities to any
Person other than the Investors and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any
outstanding securities.


 


(e)
No Shareholder Approval is required by the Company in order for the Company to execute, deliver and perform its obligations under
the Transaction Documents.


 


3.5
SEC Documents; Financial Statements.


 


(a)
As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by
it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all
exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being
hereinafter referred to as the “SEC Documents”). As of their respective filing dates, the SEC Documents complied
in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading.


 


(b)
As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all
material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto.
Such financial statements have been prepared in accordance with generally accepted accounting principles, and audited by a firm that
is a member a member of the Public Company Accounting Oversight Board consistently applied, during the periods involved (except as
may be otherwise indicated in such financial statements or the notes thereto, or, in the case of unaudited interim statements, to
the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the
consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and
consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit
adjustments). No other written information provided by or on behalf of the Company to an Investor in connection with such
Investor’s purchase of a Note and a Warrant which is not included in the SEC Documents contains any untrue statement of a
material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under
which they are or were made, not misleading.


 


(c)
Except as disclosed in the SEC Documents, the Company and each of the Subsidiaries maintain a system of internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or
specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
with US generally accepted accounting principles and to maintain asset accountability, (iii) reasonable controls to safeguard assets
are in place and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences.


 






    	10



     


    

 


3.6
Litigation and Regulatory Proceedings. Except as disclosed in SEC Documents, there are no material actions, causes of action,
suits, claims, proceedings, inquiries or investigations (collectively, “Proceedings”) before or by any court, public
board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of Company or any
of the Subsidiaries, threatened against or affecting the Company or any of the Subsidiaries, the Ordinary Shares or any other class of
issued and outstanding shares of the Company, or any of the Company’s or the Subsidiaries’ officers or directors in their
capacities as such and, to the knowledge of the executive officers of the Company, there is no reason to believe that there is any basis
for any such Proceeding.


 


3.7
No Undisclosed Events, Liabilities or Developments. No event, development or circumstance has occurred or exists, or to the
knowledge of the executive officers of the Company is reasonably anticipated to occur or exist that (a) would reasonably be anticipated
to have a Material Adverse Effect or (b) would be required to be disclosed by the Company under applicable securities Laws on a Current
Report on Form 6-K and which has not been publicly announced.


 


3.8
Compliance with Law. The Company and each of the Subsidiaries have conducted and are conducting their respective businesses
in compliance in all material respects with all applicable Laws and are in compliance in all material respects with the rules and regulations
of the Trading Market. The Company is not aware of any facts which could reasonably be anticipated to lead to a delisting of the Ordinary
Shares by the Trading Market in the future.


 


3.9
Employee Relations. Neither the Company nor any Subsidiary is involved in any union labor dispute nor, to the knowledge of
the Company, is any such dispute threatened. Neither the Company nor any Subsidiary is a party to any collective bargaining agreement.
No executive officer (as defined in Rule 501(f) of the 1933 Act) has notified the Company that such officer intends to leave the Company’s
employ or otherwise terminate such officer’s employment with the Company.


 


3.10
Intellectual Property Rights. The Company and each Subsidiary owns or possesses adequate rights or licenses to use all trademarks,
trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals,
governmental authorizations, trade secrets and other intellectual property rights (collectively, “IP Rights”) necessary
to conduct their respective businesses as now conducted. None of the material IP Rights of the Company or any of the Subsidiaries are
expected to expire or terminate within three (3) years from the date of this Agreement. Neither the Company nor any Subsidiary is infringing,
misappropriating or otherwise violating any IP Rights of any other Person. No claim has been asserted, and no Proceeding is pending,
against the Company or any Subsidiary alleging that the Company or any Subsidiary is infringing, misappropriating or otherwise violating
the IP Rights of any other Person, and, to the Company’s knowledge, no such claim or Proceeding is threatened, and the Company
is not aware of any facts or circumstances which might give rise to any such claim or Proceeding. The Company and the Subsidiaries have
taken commercially reasonable security measures to protect the secrecy, confidentiality and value of all of their material IP Rights.


 






    	11



     


    

 


3.11
Environmental Laws. Except, in each case, as would not be reasonably anticipated to have a Material Adverse Effect, the Company
and the Subsidiaries (a) are in compliance with any and all applicable Laws relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or contaminants, (b) have received and hold all permits, licenses
or other approvals required of them under all such Laws to conduct their respective businesses and (c) are in compliance with all terms
and conditions of any such permit, license or approval.


 


3.12
Title to Assets. The Company and the Subsidiaries have good and marketable title to all personal property owned by them which
is material to their respective businesses, in each case free and clear of all liens, encumbrances and defects except those set forth
on Schedule 3.12. Any real property and facilities held under lease by the Company or any Subsidiary are held under valid, subsisting
and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such
property and buildings by the Company and the Subsidiaries.


 


3.13
Insurance. The Company and each of the Subsidiaries are insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as management of the Company reasonably believes to be prudent and customary in the businesses
in which the Company and the Subsidiaries are engaged. Neither the Company nor any of the Subsidiaries has been refused any insurance
coverage sought or applied for, and the Company has no reason to believe that it will not be able to renew all existing insurance coverage
as and when such coverage expires or to obtain similar coverage from similar insurers.


 


3.14
Regulatory Permits. The Company and the Subsidiaries have in full force and effect all certificates, approvals, authorizations
and permits from all regulatory authorities and agencies necessary to own, lease or operate their respective properties and assets and
conduct their respective businesses, and neither the Company nor any Subsidiary has received any notice of Proceedings relating to the
revocation or modification of any such certificate, approval, authorization or permit, except for such certificates, approvals, authorizations
or permits with respect to which the failure to hold would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.


 


3.15
No Materially Adverse Contracts, Etc. Neither the Company nor any of the Subsidiaries is (a) subject to any charter, corporate
or other legal restriction, or any judgment, decree or order which in the judgment of the Company’s officers has or is expected
in the future to have a Material Adverse Effect or (b) a party to any contract or agreement which in the judgment of the Company’s
management has or would reasonably be anticipated to have a Material Adverse Effect.


 






    	12



     


    

 


3.16
Taxes. Other than as provided on Schedule 3.16, the Company and the Subsidiaries each has made or filed, or caused
to be made or filed, all United States federal, and applicable state, local and non-U.S. tax returns, reports and declarations required
by any jurisdiction to which it is subject and has paid all taxes and other governmental assessments and charges that are material in
amount, required to be paid by it, regardless of whether such amounts are shown or determined to be due on such returns, reports and
declarations, except those being contested in good faith by appropriate proceedings and for which it has set aside on its books provision
reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations
apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and, to the knowledge
of the Company, there is no basis for any such claim.


 


3.17 Solvency.
After giving effect to the receipt by the Company of the proceeds from the transactions contemplated by this Agreement, (a) the
Company’s book value of its assets exceeds the Company’s book value of existing debts and other liabilities (ignoring
any potential contingent liabilities) as they mature; and (b) the current cash flow of the Company, together with the proceeds the
Company would receive, were it to liquidate all of its assets at book value, after taking into account all anticipated uses of the
cash, would be sufficient to pay all amounts on or in respect of its debt at book value. net equity will be positive. The Company
does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of
cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to
believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any
jurisdiction.


 


3.18 Investment
Company. The Company is not, and is not an Affiliate of, an “investment company” within the meaning of the
Investment Company Act of 1940, as amended.


 


3.19
Certain Transactions. Other than as disclosed in the SEC Documents, there are no contracts, transactions, arrangements or
understandings between the Company or any of its Subsidiaries, on the one hand, and any director, officer or employee thereof on the
other hand, that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC in the Company’s
Form 20-F or proxy statement pertaining to an annual meeting of shareholders.


 


3.20
No General Solicitation. Neither the Company, nor any of its Affiliates, nor any person acting on its behalf, has engaged
in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale
of the Notes pursuant to this Agreement.


 


3.21
Acknowledgment Regarding the Investors’ Purchase of the Notes and the Warrants. The Company’s Board of Directors
has approved the execution of the Transaction Documents and the issuance and sale of the Notes and the Warrants, based on its own independent
evaluation and determination that the terms of the Transaction Documents are reasonable and fair to the Company and in the best interests
of the Company and its shareholders. The Company is entering into this Agreement and is issuing and selling the Notes and the Warrants
voluntarily. The Company has had independent legal counsel of its own choosing review the Transaction Documents and advise the Company
with respect thereto. The Company acknowledges and agrees that each Investor is acting solely in the capacity of an arm’s length
purchaser with respect to its Note and Warrant and the transactions contemplated hereby and that neither such Investor nor any person
affiliated with such Investor is acting as a financial advisor to, or a fiduciary of, the Company (or in any similar capacity) with respect
to execution of the Transaction Documents or the issuance of the Notes and the Warrants or any other transaction contemplated hereby.


 






    	13



     


    

 


3.22
No Brokers’, Finders’ or Other Advisory Fees or Commissions. No brokers, finders or other similar advisory fees
or commissions will be payable by the Company or any Subsidiary or by any of their respective agents with respect to the issuance of
the Notes or any of the other transactions contemplated by this Agreement.


 


3.23 OFAC.
None of the Company nor any of the Subsidiaries nor, to the best knowledge of the Company, any director, officer, agent, employee,
affiliate or person acting on behalf of the Company and/or any Subsidiary has been or is currently subject to any United States
sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury
(“OFAC”); and the Company will not directly or indirectly use any proceeds received from the Investor, or lend,
contribute or otherwise make available such proceeds to its Subsidiaries or to any affiliated entity, joint venture partner or other
person or entity, to finance any investments in, or make any payments to, any country or person currently subject to any of the
sanctions of the United States administered by OFAC.


 


3.24 No
Foreign Corrupt Practices. None of the Company or any of the Subsidiaries has, directly or indirectly: (a) made or authorized
any contribution, payment or gift of funds or property to any official, employee or agent of any governmental authority of any
jurisdiction except as otherwise permitted under applicable Law; or (b) made any contribution to any candidate for public office, in
either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the
Foreign Corrupt Practices Act or the rules and regulations promulgated thereunder or under any other legislation of any relevant
jurisdiction covering a similar subject matter applicable to the Company or its Subsidiaries and their respective operations and the
Company has instituted and maintained policies and procedures designed to ensure, and which are reasonably expected to continue to
ensure, continued compliance with such legislation.


 


3.25 Anti-Money
Laundering. The operations of each of the Company and the Subsidiaries are and have been conducted at all times in compliance
with all applicable anti-money laundering laws, regulations, rules and guidelines in its jurisdiction of incorporation and in each
other jurisdiction in which such entity, as the case may be, conducts business (collectively, the “Money Laundering
Laws”) and no action, suit or proceeding by or before any court or governmental authority involving the Company or its
Subsidiaries with respect to any of the Money Laundering Laws is, to the best knowledge of the Company, pending, threatened or
contemplated.


 


3.26 Disclosure.
The Company confirms that neither it, nor to its knowledge, any other Person acting on its behalf has provided the Investor or its
agents or counsel with any information that the Company believes constitutes material, non-public information. The Company
understands and confirms that the Investor will rely on the foregoing representations and covenants in effecting transactions in
securities of the Company. All disclosures provided to the Investor regarding the Company, its business and the transactions
contemplated hereby, furnished by or on behalf of the Company (including the Company’s representations and warranties set
forth in this Agreement) are true and correct in all material respects and do not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which
they were made, not misleading.


 


3.27 No
Other Representations. Except for the representations and warranties set forth in this Agreement and in other Transaction
Documents, the Company makes no other representations or warranties to the Investors.


 






    	14



     


    

 


4.
REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR.
Each Investor represents and warrants to the Company as follows:


 


4.1
Organization and Qualification. Such Investor is either an individual or an entity duly incorporated or formed, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or formation.


 


4.2
Authorization; Enforcement; Compliance with Other Instruments. Such Investor has the requisite power and authority to enter
into the Transaction Documents and to perform its obligations thereunder . The execution and delivery by such Investor of the Transaction
Documents to which it is a party have been duly and validly authorized by such Investor’s governing body, as necessary, and no
further consent or authorization is required. The Transaction Documents to which it is a party have been duly and validly executed and
delivered by such Investor and constitute valid and binding obligations of such Investor, enforceable against such Investor in accordance
with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights
and remedies.


 


4.3
No Conflicts. The execution, delivery and performance of the Transaction Documents to which it is a party by such Investor
and the purchase of a Note and a Warrant by such Investor will not (a) conflict with or result in a violation of such Investor’s
organizational documents, if applicable, (b) conflict with, or constitute a material default (or an event which, with notice or lapse
of time or both, would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any material agreement, contract, indenture mortgage, indebtedness or instrument to which such Investor is a party, or (c) violate
any Law applicable to such Investor or by which any of such Investor’s properties or assets are bound or affected. No approval
or authorization will be required from any governmental authority or agency, regulatory or self-regulatory agency or other third party
in connection with the purchase of a Note and a Warrant and the other transactions contemplated by this Agreement.


 


4.4
Investment Intent; Accredited Investor. Each Investor is purchasing its Note and its Warrant for its own account, for investment
purposes, and not with a view towards distribution. Such Investor is an “accredited investor” as such term is defined in
Rule 501(a) of Regulation D of the 1933 Act. Such Investor has, by reason of its business and financial experience, such knowledge, sophistication
and experience in financial and business matters and in making investment decisions of this type that it is capable of (a) evaluating
the merits and risks of an investment in its Note, its Warrant and the Investor Shares and making an informed investment decision, (b)
protecting its own interests and (c) bearing the economic risk of such investment for an indefinite period of time.


 






    	15



     


    

 


4.5
Acknowledgement of Risk; Opportunity to Discuss. Each Investor acknowledges that an investment in the Company is speculative
and subject to numerous risks, including those risks described in the SEC Documents. Each Investor has reviewed and understands the risks
related to the Company and its business as described in the SEC Documents. Each Investor has received all materials relating to the business,
finance and operations of the Company and the Subsidiaries as it has requested and has had an opportunity to discuss the business, management
and financial affairs of the Company and the Subsidiaries with the Company’s management. In making its investment decision, such
Investor has relied solely on its own due diligence performed on the Company by its own representatives.


 


4.6
Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any Person, other than the Company and
its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that neither the Lead
Investor, any Investor nor the respective controlling Persons, officers, directors, partners, agents, or employees of any Investor shall
be liable to any other Investor for any action heretofore taken or omitted to be taken by any of them in connection with the purchase
of the Notes and the Warrants.


 


4.7
No Other Representations.Except for the representations and warranties set forth in this Agreement and in other Transaction
Documents, such Investor makes no other representations or warranties to the Company.


 


5.
OTHER AGREEMENTS OF THE PARTIES.


 


5.1 Restrictions
on Transfer. The Investor Shares, when issued, will be restricted and certificates relating to the same shall bear a restrictive
legend unless they are registered in an effective registration statement or available for resale pursuant to Rule 144 under the 1934
Act


 


5.2 Furnishing
of Information. As long as an Investor owns Securities, the Company covenants to timely file (or obtain extensions in respect
thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant
to the 1934 Act. As long as an Investor owns Securities, if the Company is not required to file reports pursuant to the 1934 Act, it
will prepare and furnish to such Investor and make publicly available in accordance with Rule 144(c) such information as is required
for such Investor to sell the Investor Shares under Rule 144. The Company further covenants that it will take such further action as
any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person to sell such
Investor Shares without registration under the 1933 Act within the limitation of the exemptions provided by Rule 144 or other
applicable exemptions.


 


5.3 Integration.
The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell,
offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the 1933 Act)
that will be integrated with the offer or sale of the Securities in a manner that would require the registration under the 1933 Act
of the sale of the Securities to the Investor.


 






    	16



     


    

 


5.4 Notification
of Certain Events. The Company shall give prompt written notice to each Investor of (a) any notice or other communication from
any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions
contemplated by this Agreement or any other Transaction Document, or (b) any Proceeding pending or, to the Company’s
knowledge, threatened against a party relating to the transactions contemplated by this Agreement or any other Transaction
Document.


 


5.5
Available Shares. The Company shall at all times keep authorized and available for issuance, free of preemptive rights, the
Required Minimum of Ordinary Shares. If the Company determines at any time that it does not have a sufficient number of authorized Ordinary
Shares to keep available for issuance as described in this Section 5.5, the Company shall use all commercially reasonable efforts
to increase the number of authorized Ordinary Shares by seeking approval from its shareholders for the authorization of such additional
shares.


 


5.6
Use of Proceeds. The Company will use the proceeds from the sale of the Notes and the Warrants to fund its general working
capital.


 


5.7 Repayment
of Notes. If the Company issues any debt, including any subordinated debt or convertible debt (other than the Notes), except for
the Asset-Based Facility (as defined in the Notes), then the Investors will have the option (exercisable in writing by the Requisite
Holders) to cause the Company to immediately, without premium or penalty, utilize 30% of the aggregate proceeds of such issuance to
repay the Notes on a pro rata basis based on the Aggregate Principal Amount and accrued, but unpaid, Interest (as defined in the
Notes) outstanding on the date of funding of such debt. If the Company issues any Equity Interests for cash as part of a financing
transaction (other than in connection with an “at the market” funding program), then the Investors will have the option
(exercisable in writing by the Requisite Holder) to cause the Company to direct 30% of such proceeds from such issuance to repay the
Notes on a pro rata basis based on the Aggregate Principal Amount outstanding on the date of closing of such issuance. The Company
will notify the Investors no later than two (2) Business Days prior to the public announcement of any such debt or Equity Interest
financing and provide the Investors (with the written approval of the Requisite Holder agree) to opportunity to exercise the option
set forth in the preceding sentence; it being agreed, however, that, notwithstanding such notice to the Investors, the Company shall
not be under an obligation to make a public announcement regarding such debt or Equity Interest financing until it is legally
required to do so.


 


5.8 Reserved.


 


5.9 Reserved.


 


5.10 Prohibited
Transactions; Limitation on At the Market Offerings. The Company hereby covenants and agrees not to enter into any Prohibited
Transactions without the prior written consent of the Requisite Holder, until thirty (30) days after such time as the Notes have
been repaid in full and/or has been converted into Conversion Shares. The Company hereby covenants and agrees without the prior
written consent of the Requisite Holder not to utilize any “at the market” offering program in respect of its Ordinary
Shares, except as permitted hereunder.


 






    	17



     


    

 


5.11 Securities
Laws Disclosure; Publicity. The Company shall, within four (4) Trading Days following the date hereof, file a Form 6-K report
disclosing the material terms of the transactions contemplated hereby and including this Agreement as an exhibit thereto; provided,
that the Company may not issue such press release or file such Form 6-K without the prior written consent of the Requisite Holders.
The Company shall not issue any press release nor otherwise make any such public statement regarding the Investors or the
Transaction Documents without the prior written consent of the Requisite Holders, except if such disclosure is required by Law, in
which case the Company shall (a) ensure that such disclosure is restricted and limited in content and scope to the maximum extent
permitted by Law to meet the relevant disclosure requirement and (b) provide a copy of the proposed disclosure to the Requisite
Holders for review prior to release and the Company shall incorporate the reasonable comments of the Requisite Holders. Following
the execution of this Agreement, each Investor and its Affiliates and/or advisors may, upon receiving the prior written consent of
the Requisite Holder, place announcements on their respective corporate websites and in financial and other newspapers and
publications (including, without limitation, customary “tombstone” advertisements) describing such Investor’s
relationship with the Company under this Agreement and including the name and corporate logo of the Company. Notwithstanding
anything herein to the contrary, to comply with United States Treasury Regulations Section 1.6011-4(b)(3)(i), each of the Company
and each Investor, and each employee, representative or other agent of the Company or such Investor, may disclose to any and all
persons, without limitation of any kind, the U.S. federal and state income tax treatment, and the U.S. federal and state income tax
structure, of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are
provided to such party relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S.
federal or state income tax strategy provided to such recipient.


 


5.12 Indemnification
of the Investors.


 


(a)
The Company will indemnify and hold each Investor, its Affiliates and their respective directors, officers, managers, shareholders,
members, partners, employees and agents and permitted successors and assigns (each, an “Investor Party”) harmless
from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation and defense (collectively,
“Losses”) that any such Investor Party may suffer or incur as a result of or relating to:


 


(i)
any material breach or inaccuracy of any representation, warranty, covenant or agreement made by the Company in any Transaction
Document;


 


(ii)
any material misrepresentation made by the Company in any Transaction Document or in any SEC Document;


 


(iii)
any material omission to state any material fact necessary in order to make the statements made in any SEC Document, in light of the
circumstances under which they were made, not misleading;


 


(iv)
any Proceeding before or by any court, public board, government agency, self-regulatory organization or body based upon, or
resulting from the execution, delivery, performance or enforcement of any of the Transaction Documents or the consummation of the
transactions contemplated thereby, and whether or not such Investor is party thereto by claim, counterclaim, crossclaim, as a
defendant or otherwise, or if such Proceeding is based upon, or results from, any of the items set forth in clauses (i) through
(iii) above.


 






    	18



     


    

 


(b)
In addition to the indemnity contained herein, the Company will reimburse each Investor Party for its reasonable legal and other
expenses (including the cost of any investigation, preparation and travel in connection therewith) incurred in connection therewith,
as such expenses are incurred.


 


(c)
The provisions of this Section 5.12 shall survive the termination or expiration of this Agreement.


 


5.13 Non-Public
Information. Except to the extent necessary to fulfill its notice, disclosure or similar obligations hereunder or under any
Transaction Document, the Company covenants and agrees that neither it nor any other Person acting on its behalf will provide the
Investors or their agents or counsel with any information that the Company believes constitutes material, non-public information.
Except in connection with the fulfillment of its notice, disclosure or similar obligations hereunder or under any Transaction
Document, to the extent the Company provides an Investor with material, non-public information, the Company shall publicly disclose
such information within forty-eight (48) hours of providing the information to such Investor. The Company understands and confirms
that the Investors shall be relying on the foregoing representation in effecting transactions in securities of the
Company.


 


5.14 Reserved.


 


5.15 Listing
of Securities. The Company shall: (a) in the time and manner required by each Trading Market on which the Ordinary Shares are
listed, prepare and file with such Trading Market an additional shares listing application covering the Investor Shares, (b) take
all steps necessary to cause such shares to be approved for listing on each Trading Market on which the Ordinary Shares are listed
as soon as possible thereafter, (c) provide to each Investor evidence of such listing, and (d) maintain the listing of such shares
on each such Trading Market for so long as any Investor holds Investor Securities.


 


5.16 Reserved.


 


5.17 Reserved.


 


5.18 Share
Transfer Agent. The Company’s share transfer agent is Transhare Corporation. To the Company’s knowledge, such
transfer agent participates in the Depository Trust Company Fast Automated Securities Transfer program. For so long as any Investor
holds Investor Securities, the Company shall not change its share transfer agent without the prior written consent of the Requisite
Holder.


 


5.19 Tax
Treatment. Each Investor and the Company agree that for U.S. federal income tax purposes, and applicable state, local and
non-U.S. income tax purposes, the Notes are not intended to be, and shall not be, treated as indebtedness. No Investor nor the
Company shall take any contrary position on any tax return, or in any audit, claim, investigation, inquiry or proceeding in respect
of taxes, unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Code, or any
analogous provision of applicable state, local or non-U.S. law.


 






    	19



     


    

 


5.20 Set-Off.


 


(a)
Each Investor may, subject to the provisions of Section 2.4 hereof, set off any of its obligations to the Company (whether or not
due for payment), against any of the Company’s obligations to such Investor (whether or not due for payment) under this
Agreement and/or any other Transaction Document.


 


(b)
Each Investor may do anything necessary to effect any set-off undertaken in accordance with this Section 5.20 (including
varying the date for payment of any amount payable by the Investor to the Company).


 


(c)
The Company may set off any of its obligations to an Investor (whether or not due for payment), against any of such Investor’s
obligations to the Company (whether or not due for payment) under this Agreement and/or any other Transaction Document.


 


(d)
The Company may do anything necessary to effect any set-off undertaken in accordance with this Section 5.20 (including varying the
date for payment of any amount payable by the Company to an Investor).


 


5.21 Reserved.


 


5.22 No
Repricing. The Company shall not, without the prior written consent of the Requisite Holders, (i) authorize the amendment of any
outstanding note, option, warrant, or other derivative security convertible, exercisable or exchangeable for Ordinary Shares to
reduce the conversion, exercise or exchange price of any such security or (ii) grant a replacement note, option, warrant or other
derivative security convertible, exercisable or exchangeable for Ordinary Shares for the purpose of reducing the conversion,
exercise or exchange price of any such security being replaced.


 


6. CLOSING
CONDITIONS


 


6.1 Conditions
Precedent to the Obligations of each Investor. The obligation of each Investor to fund its Note and acquire its Warrant at each
Closing is subject to the satisfaction or waiver by the Investor, at or before such Closing, of each of the following
conditions:


 


(a) Required
Documentation. The Company must have delivered to counsel to the Lead Investor copies of all resolutions duly adopted by the
Board of Directors of the Company, or any such other documentation of the Company approving the Agreement, the Transaction Documents
and any of the transactions contemplated hereby or thereby.


 


(b) Consents
and Permits. The Company must have obtained and delivered to such Investor copies of all necessary permits, approvals, and
registrations necessary to effect this Agreement, the Transaction Documents and any of the transactions contemplated hereby or
thereby, including pursuant to Section 3.14 of this Agreement.


 






    	20



     


    

 


(c) Trading
Market Approval. The Company must have filed a Listing of Additional Shares with the NASDAQ Capital Market for the issuance of
the Notes, the Warrants, and, upon the conversion of the Notes, the Conversion Shares and upon exercise of the Warrants, the Warrant
Shares.


 


(d) No
Event(s) of Default. Such Investor must be of the reasonable opinion that no Event of Default has occurred and no Event of
Default would result from the execution of this Agreement or any of the Transaction Documents or the transactions contemplated
hereby or thereby.


 


(e) Representations
and Warranties. The representations and warranties of the Company contained herein shall be true and correct in all material
respects as of the date when made and as of such Closing as though made on and as of such date;


 


(f) Performance.
The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied with by it at or prior to such Closing;


 


(g) No
Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of
the transactions contemplated by the Transaction Documents;


 


(h) No
Suspensions of Trading in the Ordinary Shares; Listing. Trading in the Ordinary Shares shall not have been suspended by the SEC
or any Trading Market (except for any suspensions of trading of not more than one day on which the Trading Market is open solely to
permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement, and
the Ordinary Shares shall have been at all times since such date listed for trading on a Trading Market;


 


(i) Limitation
on Beneficial Ownership. The issuance of a Note and a Warrant to such Investor shall not cause such Investor Group to become,
directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the 1934 Act and the rules and
regulations promulgated thereunder) of a number of Equity Interests of a class that is registered under the 1934 Act which exceeds
the Maximum Percentage of the Equity Interests of such class that are outstanding at such time; and


 


(j) Funds
Flow Request. The Company shall have delivered to each Investor a flow of funds request, substantially in the form set out in Exhibit
D.


 


(k) Non-Public
Information. The Company shall, on or before 9:30 a.m., New York City Time, on or prior to the first business day after the date
of each Closing, release or file, as applicable, a press release or a Current Report on Form 6-K describing the terms of the Closing
(the “Cleansing Release”). From and after the filing of the Cleansing Release, the Company shall have disclosed all
material, non-public information (if any) provided up to such time to each Investor by the Company or any of its officers,
directors, employees or agents. In addition, upon the filing of the Cleansing Release, the Company acknowledges and agrees that any
and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated hereby or as
otherwise disclosed in the Cleansing Release, whether written or oral, between the Company, or any of its officers, directors,
affiliates, employees or agents, on the one hand, and any of the Investors or any of their affiliates, on the other hand, shall
terminate.


 






    	21



     


    

 


6.2 Conditions
Precedent to the Obligations of the Company. The obligation of the Company to issue a Note and a Warrant to an Investor at the
Closing is subject to the satisfaction or waiver by the Company, at or before such Closing, of each of the following
conditions:


 


(a) Representations
and Warranties. The representations and warranties of such Investor contained herein shall be true and correct in all material
respects as of the date when made and as of such Closing Date as though made on and as of such date;


 


(b) Performance.
Such Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied with by the Investor at or prior to the Closing;
and


 


(c) No
Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of
the transactions contemplated by the Transaction Documents.


 


7. EVENTS
OF DEFAULT


 


7.1 Events
of Default. The occurrence of any of the following events shall be an “Event of Default” under this
Agreement:


 


(a)
an Event of Default under a Note;


 


(b)
any of the representations or warranties made by the Company or any of its agents, officers, directors, employees or representatives
in any Transaction Document or public filing being inaccurate, false or misleading in any material respect, as of the date as of
which it is made or deemed to be made, or any certificate or financial or other written statements furnished by or on behalf of the
Company to the Investor or any of its representatives, is inaccurate, false or misleading, in any material respect, as of the date
as of which it is made or deemed to be made, or on any Closing Date; or


 


(c)
a failure by the Company to comply with any of its covenants or agreements set forth in this Agreement, including those set forth in Section
5 in all material respects.


 






    	22



     


    

 


7.2 Investor
Right to Investigate an Event of Default. If in the reasonable opinion of the Requisite Holder, an Event of Default has
occurred, or is or may be continuing:


 


(a)
the Requisite Holder may notify the Company that it wishes to investigate such purported Event of Default;


 


(b)
the Company shall cooperate with the Requisite Holder in such investigation;


 


(c)
the Company shall comply with all reasonable requests made by the Requisite Holder to the Company in connection with any
investigation by the Requisite Holder and shall (i) provide all information requested by the Requisite Holder in relation to the
Event of Default to the Requisite Holder; provided that the Requisite Holder agrees that any materially price sensitive information
and/or non-public information will be subject to confidentiality, and (ii) provide all such requested information within three (3)
Business Days of such request.; and


 


(d)
the Company shall pay all reasonable costs incurred by the Requisite Holder in connection with any such investigation.


 


7.3 Remedies
Upon an Event of Default


 


(a)
If an Event of Default occurs pursuant to Section 7.1(a), each Investor shall have such remedies as are set forth in their
Note.


 


(b)
If an Event of Default occurs pursuant to Section 7.1(b) or Section 7.1(c) and is not remedied following written
notice provided by the Requisite Holder to the Company within (i) two (2) Business Days for an Event of Default occurring by the
Company’s failure to comply with Section 7.1(c), or (ii) ten (10) Business Days for an Event of Default occurring
pursuant to Section 7.1(b), the Requisite Holder may declare, by written notice to the Company, effective immediately, all
outstanding obligations by the Company under the Transaction Documents to be immediately due and payable in immediately available
funds and the Investors shall have no obligation to consummate any Closing under this Agreement or to accept the conversion of any
Note into Conversion Shares.


 


(c)
If any Event of Default occurs and is not remedied following written notice provided by the Requisite Holders to the Company within
(i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c), or
(ii) ten (10) Business Days for an Event of Default occurring pursuant to Section 7.1(b), the Requisite Holders may, by
written notice to the Company, terminate this Agreement effective as of the date set forth in the Requisite Holder’s
notice.


 






    	23



     


    

 


8. TERMINATION


 


8.1 Events
of Termination. This Agreement:


 


(a)
may be terminated:


 


(i)
by the Requisite Holder on the occurrence or existence of a Securities Termination Event or a Change of Control;


 


(ii)
by the mutual written consent of the Company and the Requisite Holder, at any time;


 


(iii)
by the Requisite Holder, in accordance with Section 7.3(c).


 


8.2 Automatic
Termination. This Agreement will automatically terminate, without further action by the parties, at the time after the Closing
that the Aggregate Principal Amount outstanding under the Notes and any accrued but unpaid interest is reduced to zero (0), whether
as a result of Conversion or repayment by the Company in accordance with the terms of this Agreement and the Notes.


 


8.3 Effect
of Termination.


 


(a)
Subject to Section 8.3(b), each party’s right of termination under Section 8.1 is in addition to any other
rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of
remedies.


 


(b)
If the Requisite Holder terminates this Agreement under Section 7.3(c):


 


(i)
each Investor may declare, by notice to the Company, all outstanding obligations by the Company to such Investor under the
Transaction Documents to be due and payable (including, without limitation, the immediate repayment of any Principal Amount
outstanding under a Note plus accrued but unpaid interest) without presentment, demand, protest or any other notice of any kind, all
of which are expressly waived by the Company, anything to the contrary contained in this Agreement or in any other Transaction
Document notwithstanding; and


 


(ii)
the Company must within ten (10) Business Days of such notice being received, pay to each Investor in immediately available funds
the outstanding Principal Amount of their Note plus all accrued interest thereon (if any), unless this Agreement has been terminated
as a result of an Event of Default and provided that (A) subsequent to the termination under Section 8.1(a)(i), such Investor
is not prohibited by Law or otherwise from exercising its conversion rights pursuant to this Agreement or the Notes, (B) such
Investor actually exercises its conversion rights under this Agreement or its Note, and (C) the Company otherwise complies in all
respects with its obligation to issue Conversion Shares in accordance with the Notes (which obligation will survive termination).
Such payments shall be subject to the provisions of Section 2.4 hereof.


 






    	24



     


    

 


(c)
Upon termination of this Agreement, no Investor will be required to fund any further amount after the date of termination of the
Agreement, provided that termination will not affect any undischarged obligation under this Agreement, and any obligation of the
Company to pay or repay any amounts owing to the Investor hereunder and which have not been repaid at the time of
termination.


 


(d)
Nothing in this Agreement will be deemed to release any party from any liability for any breach by such party of the terms and
provisions of this Agreement or to impair the right of any party to compel specific performance by any other Party of its
obligations under this Agreement.


 


9. RESERVED 


 


10. RIGHTS
TO FUTURE STOCK ISSUANCES. Subject to the terms
and conditions of this Section 10 and applicable securities laws, if at any time prior to the first anniversary of the
Closing, the Company proposes to offer or sell any New Securities, the Company shall first offer to the Investors the opportunity to
purchase up to thirty percent (30%) of such New Securities. Such offer may only be accepted with the prior written approval of an
Investor. If accepted by the Investor, it shall be afforded the opportunity to purchase its Pro Rata Portions (as defined below) of
up to thirty percent (30%) of such New Securities. The Investors shall be entitled to apportion the right of first offer hereby
granted to them in such proportions as they deem appropriate among themselves and their Affiliates.


 


10.1 The
Company shall give notice no fewer than ten (10) Business Days in advance of the proposed date of the sale of New Securities (the
“Information Notice”) to the Requisite Holder and each Investor, requesting if such Requisite Holder and
Investors would desire to receive further information regarding the proposed sale. In the event that any Investor does not
affirmatively respond to the Information Notice within two (2) Business Days of receipt thereof, the Company may proceed with the
sale; provided that obligations and rights set forth in this Section 10 shall not be in force and effective for a period with
respect to any non-affirming Investor for a period of 45 days following the delivery of the Information Notice; provided, further
that the obligations and rights set forth in this Section 10 shall automatically renew following the expiration of such period. If
an Investor affirmatively responds to the Information Notice, such sale shall be subject to the obligations and rights set forth in
this Section 10.


 





10.2 The
Company shall give notice no fewer than two (2) Business Days following receipt of an affirmative response to the Information Notice
(the “Offer Notice”) to the Requisite Holder and each Investor, stating (a) its bona fide intention to offer such
New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to
offer such New Securities.


 


10.3 By
notification to the Company within five (5) days after the Offer Notice is given, the Requisite Holder and each Investor may elect
to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, their Pro Rata Portion of up to
thirty percent (30%) of such New Securities. “Pro Rata Portion” means the ratio of (x) Securities purchased on
the Closing Date by an Investor participating under this Section 10.3 and (y) the sum of the aggregate Securities purchased on the
Closing Date by all Investors participating under this 10.3. The closing of any sale pursuant to this Section 10 shall occur
within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities
pursuant to Section 10.4.


 






    	25



     


    

 


10.4 The
Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.3, offer and
sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more
favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of
the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the
right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the
Investors in accordance with this Section 10.


 


10.5 The
right of first offer in this Section 10 shall not be applicable to offers, issuances, sales or other transactions related to
Exempted Securities, or any New Securities registered for sale under the 1933 Act.


 


11. GENERAL
PROVISIONS


 


11.1
Fees and Expenses. Prior to the date of this Agreement, the Company has paid Lucosky Brookman LLP $[  ] for the benefit of
the Lead Investor as an advance on legal fees. At the Closing, the Company shall reimburse the Lead Investor up to an additional $[  ]
of due diligence costs and reasonable fees and disbursements Lucosky Brookman LLP, it being understood that Lucosky Brookman LLP has
not rendered any legal advice to the Company in connection with the transactions contemplated hereby and that the Company has relied
for such matters on the advice of its own counsel. Except as specified above, each party shall pay the fees and expenses of its advisers,
counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of the Transaction Documents. The Company shall pay all stamp and other taxes and duties levied in
connection with the sale of the Notes and the Warrants.


 


11.2 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 delivered
via email at the email address specified in this Section prior to 5:00 p.m. (New York time) on a Business Day, (b) the next Business
Day after the date of transmission, if such notice or communication is delivered via email at the email address specified in this
Section on a day that is not a Business Day or later than 5:00 p.m. (New York time) on any date and earlier than 11:59 p.m. (New
York time) on such date, (c) the Business Day following the date of mailing, if sent by U.S. nationally recognized overnight 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 follows:


 


If
to the Company:


 


Freight
Technologies, Inc.


2001
Timberloch Place, Suite 500


The
Woodlands, TX 77380


Email:
accounting@fr8hub.com

Attention: Office of the CFO


 






    	26



     


    

 


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


 


Freight
App de Mexico, SA de CV


Hidalgo
2035, Local M20


Col.
Obispado


Monterrey,
NL CP 64060


Mexico


Attention:
Finanzas


 


And


 


Sichenzia
Ross Ference


1185
Avenue of the Americas, 31st Floor


NY,
NY 10036


Email:
btan@srf.law


Attention:
Benjamin A. Tan Esq.


 


If
to an Investor, such address set forth on the signature page hereto executed by such Investor;


 


or
such other address as may be designated in writing hereafter, in the same manner, by such Person.


 


11.3
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be excessive in scope or
otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the
maximum extent possible, and the validity and enforceability of the remaining provisions of this Agreement will not in any way be affected
or impaired thereby.


 


11.4
Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of New York, without
reference to principles of conflict of laws or choice of laws.


 


11.5
Jurisdiction and Venue. Any action, proceeding or claim arising out of, or relating in any way to this Agreement shall be
brought and enforced in the New York Supreme Court, County of New York (Commerical Division), or in the United States District Court
for the Southern District of New York. The Company and the Investors irrevocably submit to the jurisdiction of such courts, which jurisdiction
shall be exclusive, and hereby waive any objection to such exclusive jurisdiction or that such courts represent an inconvenient forum.
The prevailing party in any such action shall be entitled to recover its reasonable and documented attorneys’ fees and out-of-pocket
expenses relating to such action or proceeding.


 


11.6
WAIVER OF RIGHT TO JURY TRIAL. THE COMPANY AND THE INVESTORS HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER
TRANSACTION DOCUMENTS.


 






    	27



     


    

 


11.7 Survival.
The representations, warranties, agreements and covenants contained herein shall survive the Closing and the delivery of the
Securities.


 


11.8
Entire Agreement. The Transaction Documents, together with the Exhibits and Schedules thereto, contain the entire understanding
of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with
respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


11.9
Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed by the
Company and the Requisite Holders. No waiver of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise
of any such right.


 


11.10 Construction.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if
drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Agreement or any of the Transaction Documents.


 


11.11
Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the Company
and the Investors and their respective successors and assigns. The Company may not assign this Agreement or any rights or obligations
hereunder without the prior written consent of the Requisite Holders. Each Investor may assign any or all of its rights under this Agreement
to any Person to whom such Investor assigns or transfers any Securities, provided such transferee agrees in writing to be bound, with
respect to the transferred Securities, by the provisions hereof that apply to the “Investor” and such transferee is an accredited
investor.


 


11.12
Further Assurances. Each party hereto shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


11.13
Counterparts. This Agreement may be executed in identical counterparts, each of which 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 parties. Signature pages
delivered by facsimile or e-mail shall have the same force and effect as an original signature.


 


11.14
Specific Performance. The Company acknowledges that monetary damages alone would not be adequate compensation to the Investors
for a breach by the Company of this Agreement and the Requisite Holders may seek an injunction or an order for specific performance from
a court of competent jurisdiction if (a) the Company fails to comply or threatens not to comply with this Agreement or (b) the Requisite
Holders have reason to believe that the Company will not comply with this Agreement.


 


[Signature
Page Follows]


 






    	28



     


    

 








IN
WITNESS WHEREOF, the undersigned have executed this Securities Purchase Agreement as of the date first set forth above.


 


	COMPANY:
	 	 	 
	FREIGHT
    TECHNOLOGIES, INC.
	 	 	 
	By:	/s/
    Javier Selgas	 
	Name:	Javier
    Selgas	 
	Title:	Chief
    Executive Officer	 


 




    	 



     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


Name
of Investor: Freight Opportunities LLC


 


Signature
of Authorized Signatory of Investor: /s/ Antonio Ruiz-Gimenez, Jr.


 


Name
of Authorized Signatory: Antonio Ruiz-Gimenez, Jr.


 


Title
of Authorized Signatory: Authorized Signatory


 


Email
Address of Authorized Signatory


 


Facsimile
Number of Authorized Signatory: N/A


 


Address
for Notice to Investor:


 


Address
for Delivery of Securities to Investor (if not same as address for notice):


 


Funding
Amount:


 


Principal
amount of Note:


 


Warrant
Ordinary Shares:


 


EIN
Number:


 




    	 



     


    

 


EXHIBIT
A


 


FORM
OF NOTE


 


[See
attached]


 






    	 



     


    

 


EXHIBIT
B


 


FORM
OF WARRANT


 


[See
attached]


 




    	 



     


    

 


EXHIBIT
C


 


FLOW
OF FUNDS REQUEST


 


Freight
Technologies, Inc. – Securities Purchase Agreement – Flow of Funds Request


 


In
connection with the Securities Purchase Agreement, dated January 3, 2023 (the “Agreement”) between Freight Technologies,
Inc. (the “Company”), Freight Opportunities LLC (the “Investor”) and the other investors signatory thereto, the
Company irrevocably authorizes the Investor to distribute such funds as set out below, in the manner set out below, at the Closing.


 


Capitalized
terms used but not otherwise defined in this letter will have the meaning given to such terms in the Agreement.


 





	Item	 	Amount	 
	Closing	 	$	        	 
	 	 	$		 
	Total	 	$		 



 


Please
transfer the net amount of US $________due at the Closing, to the following bank account:


 


Bank ID type: 


Bank ID: 


Bank Name: 


Bank Address 1: 


Bank Address 2: 


Recipient Account (if appropriate enter the IBAN): 


Recipient name: 


Recipient Address 1: 


Recipient Address 2: 



 


Yours
    sincerely,


 


	Freight
    Technologies, Inc.	 
	 	 	 
	By:	                    	 
	Name	 	 
	Title