Common use of SELLING STOCKHOLDERS Clause in Contracts

SELLING STOCKHOLDERS. The Ordinary Shares being offered by the selling stockholders are those previously issued to the selling stockholders in connection with the Securities Purchase Agreement. We are registering the Ordinary Shares in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the Ordinary Shares, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the Ordinary Shares by each of the selling stockholders. The second column lists the number of Ordinary Shares beneficially owned by each selling stockholder, based on its ownership of the Ordinary Shares, as of ________. The third column lists the Ordinary Shares being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of Ordinary Shares issued to the selling stockholders in the __________________. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of Ordinary Shares (the “Registrable Securities”) of Freight Technologies, Inc. (f/k/a Hxxxxx Capital Inc.), a British Virgin Island company (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The Ordinary Shares shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders in connection with the Securities Purchase Agreementstockholders. We are registering the Ordinary Shares shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of shares of common stock issued pursuant to that certain Membership Interest and Asset Purchase Agreement dated March 8, 2021 between us, Avast plc, AVG Technologies USA, LLC and Location Labs, LLC (the Ordinary Shares“Purchase Agreement”), as otherwise contemplated in the Purchase Agreement, or as otherwise noted in footnotes to the table below, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the Ordinary Shares shares of common stock by each of the selling stockholders. The second column lists the number of Ordinary Shares shares of common stock beneficially owned by each selling stockholder, based on its ownership of the Ordinary Sharesshares of common stock, as of ________, 202__. The third column lists the Ordinary Shares shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of Ordinary Shares shares of common stock issued to the selling stockholders in under the __________________Purchase Agreement. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. The selling stockholders shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of Ordinary Shares common stock (the “Registrable Securities”) of Freight TechnologiesXxxxx Micro Software, Inc. (f/k/a Hxxxxx Capital Inc.), a British Virgin Island company Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The Ordinary Shares being offered by the selling stockholders are those previously issued to the selling stockholders in connection with the Securities Purchase Agreement. We are registering the Ordinary Shares in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the Ordinary Shares, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the Ordinary Shares by each of the selling stockholders. The second column lists the number of Ordinary Shares beneficially owned by each selling stockholder, based on its ownership of the Ordinary Shares, as of ________. The third column lists the Ordinary Shares being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of Ordinary Shares issued to the selling stockholders in the __________________. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of Ordinary Shares (the “Registrable Securities”) of Freight Technologies, Inc. (f/k/a Hxxxxx Capital Inc.)_______________, a British Virgin Island company _______ corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. 1. Prime Security Services TopCo (ML), L.P. 2. Prime Security Services TopCo (XX XX), X.X. The Ordinary Shares being offered by the selling stockholders are those previously issued to the selling stockholders in connection with the Securities Purchase Agreement. We are registering the Ordinary Shares in order to permit the selling stockholders to offer the shares for resale from time to time. Except following subsidiaries shall be considered subsidiaries for the ownership purposes of this Agreement: ADT Finance LLC ADT LLC ADT Solar LLC Compass Solar Group, LLC Buildpro, L.L.C. Prime Security Services Borrower, LLC Prime Security Services Holdings, LLC The ADT Security Corporation ADT Puerto Rico, LLC Testing-the-Waters Communications The net road show presentation dated March 2024, made available on March 6, 2024. FORM OF LOCK-UP LETTER , 2024 Xxxxxx Xxxxxxx & Co. LLC Barclays Capital Inc. As Representatives of the Ordinary Sharesseveral Underwriters c/x Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx New York, the selling stockholders have not had any material relationship with us within the past three years. New York 10036 Ladies and Gentlemen: The table below lists the selling stockholders and other information regarding the beneficial ownership of the Ordinary Shares by each of the selling stockholders. The second column lists the number of Ordinary Shares beneficially owned by each selling stockholder, based on its ownership of the Ordinary Sharesundersigned understands that you, as of ________. The third column lists the Ordinary Shares being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of Ordinary Shares issued to the selling stockholders in the __________________. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of Ordinary Shares representatives (the “Registrable SecuritiesRepresentatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) of Freight Technologies, Inc. (f/k/a Hxxxxx Capital with ADT Inc.), a British Virgin Island company Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule II to the Underwriting Agreement (collectively, the “Selling Stockholders”), understands that providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule I of the Underwriting Agreement, including the Representatives (collectively, the “Underwriters”), of shares (the “Shares”) of the Common Stock, par value $0.01 per share of the Company has filed (the “Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. LLC or intends Barclays Capital Inc., the undersigned will not, during the period commencing on the date of this lock-up agreement (this “Letter Agreement”) and ending at the close of business 60 days after the date of the final prospectus (such period, the “Restricted Period”) relating to file the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “CommissionLock-Up Securities”), (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares of Lock-Up Securities other than any demand for or exercise of rights with respect to any confidential or non-public submission for registration of any Lock-Up Securities (provided that, in the case of any such confidential or non-public submission, (a) the undersigned or the Company shall give the Representatives written notice at least two business days prior to such submission, (b) no public announcement of such demand or exercise of rights shall be made, (c) no public announcement of such confidential or non-public submission shall be made and (d) no such confidential or non-public submission shall become a publicly available registration statement during the Restricted Period), or (4) publicly disclose the “Registration Statement”intention to do any of the foregoing. The foregoing sentence shall not apply to: (a) transactions relating to shares of Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 16(a) of the Exchange Act or any other public filing or disclosure by or on behalf of the undersigned shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the Restricted Period referred to above) in connection with such transfer or distribution; (b) transfers of shares of Lock-Up Securities (i) as a bona fide gift or charitable contribution in a transaction exempt under Section 16(b) of the Exchange Act, (ii) to an immediate family member or a trust for the registration direct or indirect benefit of the undersigned or such immediate family (as defined below) member of the undersigned, (iii) by will or intestacy, (iv) to a partnership, limited liability company or other entity of which the undersigned and resale the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) pursuant to an order of a court or regulatory agency, (vii) by a stockholder that is a trust to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust, or (viii) from an executive officer to the Company or its parent entities upon death, disability or termination of employment, in each case of such executive officer; provided that (x) each donee, transferee or trustee of the trust (in the case of a transfer to a trust) shall sign and deliver a lock-up agreement substantially in the form of this Letter Agreement and (y) such transfer shall not be a disposition for value; (c) if the undersigned is a corporation, partnership or limited liability company, (i) distributions of shares of Lock-Up Securities to partners, limited liability company members, stockholders or holders of similar interests of the undersigned (or in each case its nominee or custodian) or (ii) transfers of Lock-Up Securities to affiliates (as defined in Rule 415 405 of the Securities Act of 1933, as amended amended); provided that (x) each distributee and transferee shall sign and deliver a lock-up agreement substantially in the “form of this Letter Agreement and (y) such distribution or transfer shall not be a disposition for value; (d) transfers of Lock-Up Securities Act”), by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; provided that any filing required by Section 16 of the Registrable SecuritiesExchange Act shall indicate in the footnotes thereto that such transfer is being made pursuant to circumstances described in this clause (d) and such shares of Lock-Up Securities remain subject to this Letter Agreement, in accordance provided, further, that no other public announcement or filing shall be required or shall be voluntarily made during the Restricted Period; (i) the exercise of stock options solely with the terms cash granted pursuant to equity incentive plans of the Registration Rights Agreement (Company and its subsidiaries described in the “Registration Rights Agreement”) to which this document is annexed. A copy of Prospectus, and the Registration Rights Agreement is available receipt by the undersigned from the Company of shares of Lock-Up Securities upon request at such exercise, and (ii) purchase of restricted stock and the address receipt of shares of Lock-Up Securities upon the vesting during the Restricted Period of restricted stock granted pursuant to equity incentive plans of the Company and its subsidiaries or pursuant to other stock purchase arrangements, in each case described in the Prospectus; provided that the underlying shares of Lock-Up Securities shall continue to be subject to the restrictions on transfer set forth below. All capitalized terms not otherwise defined herein in this Letter Agreement; provided, further, that, if required, any public report or filing under Section 16 of the Exchange Act shall have the meanings ascribed thereto indicate in the Registration Rights footnotes thereto that the filing relates to the exercise of a stock option or receipt of restricted stock or shares of Lock-Up Securities upon vesting of restricted stock and that no shares were sold by the reporting person; (f) transfers of shares of Lock-Up Securities to the Company upon the “net” or “cashless” exercise of stock options or other equity awards granted pursuant to equity incentive plans of the Company and its subsidiaries described in the Prospectus, provided that the underlying shares of Lock-Up Securities issued to the undersigned upon such exercise shall continue to be subject to this Letter Agreement. Certain legal consequences arise from being named ; provided, further, if required, any public report or filing under Section 16 of the Exchange Act shall indicate in the footnotes thereto that the filing relates to the “net” or “cashless” exercise of options to purchase shares of Lock-Up Securities for the purpose of exercising such options, including, if applicable, the payment of taxes due as a selling stockholder result of such exercise; (g) forfeitures of shares of Lock-Up Securities to the Company to satisfy tax withholding requirements of the undersigned or the Company upon the vesting, during the Restricted Period, of equity based awards granted under an equity incentive plan or pursuant to other stock purchase arrangements, in each case described in the Registration Statement Prospectus; provided that, if required, any public report or filing under Section 16 of the Exchange Act shall indicate in the footnotes thereto that the filing relates to the satisfaction of tax withholding requirements in connection with the vesting of such equity-based awards or restricted stock; (h) transfers of shares of Lock-Up Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s capital stock after the consummation of the Public Offering, involving a change of control (as defined below) of the Company; provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the undersigned’s shares of Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; (i) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Lock-Up Securities; provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Restricted Period; (j) transfers to the Company of shares of Lock-Up Securities in connection with the repurchase by the Company from the undersigned of shares of Lock-Up Securities pursuant to a repurchase right arising upon the termination of the undersigned’s employment with the Company; provided that such repurchase right is pursuant to contractual agreements with the Company; provided, further, that, if required, any public announcement or filing under Section 16 of the Exchange Act shall indicate in the footnotes thereto that the filing related to a transfer made pursuant to the circumstances described in this clause (j); provided, further, that no other public announcement or filing shall be required or shall be voluntarily made during the Restricted Period; and (k) [transfers of shares of Lock-Up Securities pursuant to (x) any foreclosure actions under the provisions of the Margin Loan Agreement, dated as of October 3, 2019 (as it may be amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time), among Prime Security Services TopCo (ML), L.P., a Delaware limited partnership, Prime Security Services TopCo (ML), LLC, a Delaware limited liability company, the Lenders from time to time party thereto and Barclays Bank plc, as Administrative Agent and Calculation Agent, and that certain Guarantee, dated as of October 3, 2019, by Prime Security Services TopCo (XX XX), L.P., a Delaware limited partnership, for the benefit of the Administrative Agent and the related prospectus. AccordinglyLenders from time to time party to the Margin Loan Agreement; provided, holders however, that, with respect to this clause (x), the undersigned or the Company, as the case may be, shall provide the Representatives prior written notice during the Restricted Period informing them of any public filing, report or announcement made by or on behalf of the undersigned and/or its affiliates or the Company with respect thereto; and beneficial owners (y) any (i) third-party pledgee in a bona fide transaction as collateral to secure obligations pursuant to lending or other arrangements between such third parties (or their affiliates or designees) and the undersigned and/or its affiliates or any similar arrangement relating to a financing arrangement for the benefit of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named undersigned and/or its affiliates, or not being named (ii) bona fide loan or pledge and/or as a selling stockholder grant or maintenance of a bona fide lien, security interest, pledge or other similar encumbrance (each, a “Pledge”) of any shares of Lock-Up Securities owned by the undersigned and/or its affiliates to a nationally or internationally recognized financial institution in connection with a loan to the undersigned and/or its affiliates; provided that, with respect to this clause (y)(ii), (A) the undersigned and its affiliates shall not Pledge shares of Lock-Up Securities resulting in a loan to value in excess of 50% and (B) the undersigned or the Company, as the case may be, shall provide the Representatives prior written notice informing them of any public filing, report or announcement made by or on behalf of the undersigned and/or its affiliates or the Company with respect thereto;]1 1 To be included in the Registration Statement case of Prime Security Services TopCo (ML), L.P. and the related prospectus.Prime Security Services TopCo (XX XX), L.P.