Exhibit
10.1


 


WAIVER
OF REGISTRATION RIGHTS


 


This
Waiver of Registration Rights is entered into as of August 4, 2022 by and between Freight Technologies, Inc. (f/k/a Hudson Capital Inc.),
a British Virgin Island company (the “Company”), and each of the several purchasers signatory hereto (each such purchaser,
a “Purchaser” and, collectively, the “Purchasers”).


 


WHEREAS,
the Company is obligated to register certain Registrable Securities (as defined in the Amended and Restated Registration Rights Agreement
as of July 12, 2022, the “Agreement”) in a registration statement covering the resale such Registrable Securities (the “Registration
Statement”); and


 


WHEREAS,
the undersigned Purchasers desire to waive their registration rights and any and all notice requirements under the Registration Statement
in order to preserve for the Company maximum flexibility in meeting the Company’s financial and other needs in connection with
offerings that may be undertaken by the Company.


 


NOW,
THEREFORE, upon the execution of this Waiver of Registration Rights by the Company and the undersigned Purchasers, and pursuant to Sections
6(e) and 6(f) of the Agreement, the undersigned Purchasers hereby waive the registration rights and any and all notice requirements under
the Agreement in the Registration Statement in connection with the securities set forth under each of their names below.


 


This
Waiver of Registration Rights shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of
the undersigned.


 


IN
WITNESS WHEREOF, the parties have executed this Waiver of Registration Rights effective as of the date first above written.


 


	 	By:	 Freight Technologies, Inc.
	 	 	 
	 	/s/ Paul Freudenthaler
	 	Name:	Paul
    Freudenthalier
	 	Title:	CFO


 


	 	By:	ATW
    Opportunities Master Fund, L.P.
	 	 	 
	 	/s/ Antonio Ruiz
	 	Name:	Antonio
    Ruiz
	 	Title:	MP


 


	 	Ordinary
    Shares: 581,818
	 	Ordinary
    Shares underlying Series A4 Preferred Shares: 456,710
	 	Ordinary
    Shares underlying Series B Preferred Shares: 25,617,220
	 	Ordinary
    Shares underlying Series A Warrant: 671,879
	 	Ordinary
    Shares underlying Series B Warrant: 395,652
	 	Ordinary
    Shares underlying Series C Warrant: 1,317,587
	 	Ordinary
    Shares underlying Series D Warrant: 3,048,838


 


	 	By:
    	ATW
    Master Fund II, L.P.
	 	 	 
	 	/s/ Antonio Ruiz
	 	Name:
    	Antonio
    Ruiz
	 	Title:	MP


 





	 	Ordinary
    Shares underlying Series A1A Preferred Shares: 3,255,983
	 	Ordinary
    Shares underlying Series A2 Preferred Shares: 1,071,537
	 	Ordinary
    Shares underlying Series A4 Preferred Shares: 67,806
	 	Ordinary
    Shares underlying Series B Preferred Shares: 2,113,154
	 	Ordinary
    Shares underlying Series C Warrant: 195,946
	 	Ordinary
    Shares underlying Series D Warrant: 252,298


 


	 	By:	ATW
    Partners Opportunities Management, LLC
	 	 	 
	 	/s/ Antonio Ruiz
	 	Name:	Antonio
    Ruiz
	 	Title:	MP


 


	 	Ordinary
    Shares underlying Series A2 Preferred Shares: 984,780


 


	 	By:	Chardan
    Capital Markets LLC
	 	 	 
	 	/s/ Steve Urbach
	 	Name:	Steve
    Urbach
	 	Title:	CEO


 


	 	Ordinary
    Shares underlying Series B Preferred Shares: 4,142,857
	 	Ordinary
    Shares underlying Series A Warrant: 878,788