Exhibit
10.1


 


AMENDMENT
NO. 1 TO SECURITIES PURCHASE AGREEMENT


 


This
Amendment No. 1 dated December 16, 2021 (“Amendment No. 1”) to the Securities Purchase Agreement (the “Agreement”)
dated December 13, 2021 between Hudson Capital, Inc., a British Virgin Islands company (the “Company”), and ATW Opportunities
Master Fund L.P. (the “Purchaser”).


 


WHEREAS,
the Agreement provided for the purchase by the Purchaser of 431,000 pre-funded warrants of the Company;


 


WHEREAS,
both the Purchaser and the Company desire to amend the Agreement to increase the number of pre-funded warrants of the Company to be purchased
thereunder;


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Amendment No. 1, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:


 


1.           Defined
terms not otherwise defined herein shall have the meaning given to them in the Agreement and provisions of the Agreement not otherwise
amended herein shall continue in full force and effect.


 


2.           The
first paragraph of Section 2.1 shall be replaced in its entirety by the following:


 


On
the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees
to purchase 1,177,500 Warrants for an aggregate purchase price of $ 2,355,000;


 


3.           Section
5.1 of the Agreement shall be replaced in its entirety by the following:


 


Termination.
This Agreement may be terminated by the Purchaser by written notice to the other parties, if the Closing has not been consummated on
or before the fifth Trading Day after all of the conditions to Closing have been satisfied or waived; provided, however, that
in no event shall the closing of the Merger occur prior to the Closing and no such termination will affect the right of any party to
sue for any breach by any other party (or parties).


 


4.            Exhibit
A, the Form of Warrant is hereby amended to show the number of shares subject to the Warrant as 1,177,500.


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the Securities Purchase Agreement to be duly executed by their
respective authorized signatories as of the date first indicated above.


 


	HUDSON
    CAPITAL INC. 	 	Address
                                            for Notice:

    19
    West 44th Street, Suite 1001

    New
    York, NY 10036

	By:	/s/
    Warren Wang	 	Fax:
	Name:	Warren
    Wang	 	 
	Title:	Chief
    Executive Officer	 	 
	 	 	 	 
	With
    a copy to (which shall not constitute notice):	 	 
	Sichenzia
                                            Ross Ference LLP

    1185
    Avenue of the Americas, 31st Floor

    New
    York, NY 10036

    Attention:
    Benjamin Tan, Esq.
	 	 


  


	ATW
    OPPORTUNITIES MASTER FUND L.P. 	 	Address
                                            for Notice:

    7969
    NW 2nd Street, #415

    Miami,
    FL 33126

	By:	ATW
    Partners Opportunities Fund GP, LLC	 	Fax:
	 	 	 	 
	By	/s/
    Antonio Ruiz-Gimenez, Jr.	 	 
	Name:	Antonio
    Ruiz-Gimenez, Jr.	 	 
	Title:	Member	 	 
	 	 	 	 
	With
    a copy to (which shall not constitute notice):	 	 
	 	 	 
	Loeb
                                            & Loeb LLP

    345
    Park Avenue

    New
    York, NY 10154

    Attention:
    Mitchell Nussbaum, Esq.
	 	 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


 




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IN
WITNESS WHEREOF, the undersigned have caused this Amendment No. 1 to the Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above.


 


Name
of Purchaser: ATW Opportunities Master Fund L.P.


 


Signature
of Authorized Signatory of Purchaser: _________________________________


 


Name
of Authorized Signatory: _______________________________________________


 


Title
of Authorized Signatory: ________________________________________________


 


Email
Address of Authorized Signatory:_________________________________________


 


Facsimile
Number of Authorized Signatory: __________________________________________


 


Address
for Notice to Purchaser:


7969
NW 2nd Street #415


Miami,
FL 33126


 


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


 


Subscription
Amount (as amended by Amendment No. 1): $2,355,000


Warrant
Shares (as amended by Amendment No. 1): 1,177,500


 


EIN
Number: _______________________


 




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