WAIVER OF REGISTRATION RIGHTS
Exhibit 10.1
This Waiver of Registration Rights is entered into as of August 4, 2022 by and between Freight Technologies, Inc. (f/k/a Xxxxxx 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/ Xxxx Xxxxxxxxxxxxx | ||
| Name: | Xxxx Freudenthalier | |
| Title: | CFO | |
| By: | ATW Opportunities Master Fund, L.P. | |
| /s/ Xxxxxxx Xxxx | ||
| Name: | Xxxxxxx Xxxx | |
| 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/ Xxxxxxx Xxxx | ||
| Name: | Xxxxxxx Xxxx | |
| 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/ Xxxxxxx Xxxx | ||
| Name: | Xxxxxxx Xxxx | |
| Title: | MP | |
| Ordinary Shares underlying Series A2 Preferred Shares: 984,780 |
| By: | Chardan Capital Markets LLC | |
| /s/ Xxxxx Xxxxxx | ||
| Name: | Xxxxx Xxxxxx | |
| Title: | CEO | |
| Ordinary Shares underlying Series B Preferred Shares: 4,142,857 | |
| Ordinary Shares underlying Series A Warrant: 878,788 |
