Exhibit 4.2


 


THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE
DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUER OF THIS NOTE WILL MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE: (1) THE
ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE, (3) THE YIELD TO MATURITY OF THE NOTE,
AND (4) ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE BY U.S. TREASURY REGULATIONS UPON RECEIVING A WRITTEN REQUEST FOR SUCH INFORMATION
AT THE FOLLOWING ADDRESS: 13850 MANCHESTER RD., BALLWIN, MO 63011.


 


NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH
THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


	Dated as of:	 	 	January 4, 2023	 	 	Purchase Price:	 	$	150,000.00	 
	Maturity Date:	 	 	January 4, 2024	 	 	Original Issue Discount:	 	$	30,000.00	 
	Interest Rate:	 	 	10	%	 	Original Principal Amount:	 	$	180,000.00	 



 


TraQiQ Inc.


 


20% OID SENIOR SECURED PROMISSORY NOTE


 


THIS 20% OID SENIOR SECURED PROMISSORY
NOTE is one of a series of duly authorized and validly issued 20% OID Senior Secured Promissory Notes of TraQiQ Inc., a California corporation
(the “Company”), having its principal place of business at 14205 SE 36th Street, Suite 100, Bellevue, WA
98006, designated as its 20% OID Senior Secured Promissory Notes (this Note, the “Note” and, collectively with the
other Notes of such series, the “Notes”).


 


FOR VALUE RECEIVED, the Company
hereby promises to pay to the order of Evergreen Capital Management LLC or its registered assigns or successors-in-interest (the “Holder”),
or shall have paid pursuant to the terms hereunder, the principal amount set forth above on January 4, 2024 (the “Maturity Date”)
or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the
aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof.


 




    	 



     


    

 


This Note is subject to the following
additional provisions:


 


1. Definitions. For the purposes hereof, in
addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined herein shall have the meanings set forth
in the Purchase Agreement and (b) the following terms shall have the following meanings:


 


“Alternate Consideration”
shall have the meaning set forth in Section 5(e).


 


“Bankruptcy Event”
means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation
S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant Subsidiary thereof,
(b) there is commenced against the Company or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within
60 days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of
relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant Subsidiary thereof suffers
any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60
calendar days after such appointment, (e) the Company or any Significant Subsidiary thereof makes a general assignment for the benefit
of creditors, (f) the Company or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition,
adjustment or restructuring of its debts or (g) the Company or any Significant Subsidiary thereof, by any act or failure to act, expressly
indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of
effecting any of the foregoing.


 


“Base Conversion Price”
shall have the meaning set forth in Section 5(b).


 


“Beneficial Ownership
Limitation” shall have the meaning set forth in Section 4(d).


 


“Change of Control Transaction”
means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group”
(as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership
of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by
means of conversion or exercise of the Notes and the Securities issued together with the Notes), (b) the Company merges into or consolidates
with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders
of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity
of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders
of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately
after the transaction, (d) a replacement at one time or within a three-year period of more than one-half of the members of the Board of
Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date
(or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was
approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company
of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through
(d) above.


 


“Common Stock”
means the common stock, par value $0.0001 per share, of the Company and any other class of securities into which such securities may hereafter
be reclassified or changed.


 


“Common Stock Equivalents”
means any securities of the Company or the Subsidiaries that would entitle the holder thereof to acquire at any time shares of Common
Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible
into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock.


 




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“Conversion”
shall have the meaning ascribed to such term in Section 4.


 


“Conversion Date”
shall have the meaning set forth in Section 4(a).


 


“Conversion Price”
shall have the meaning set forth in Section 4(b).


 


“Conversion Schedule”
means the Conversion Schedule in the form of Schedule 1 attached hereto.


 


“Conversion Shares”
means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms hereof.


 


“Dilutive Issuance”
shall have the meaning set forth in Section 5(b).


 


“Dilutive Issuance Notice”
shall have the meaning set forth in Section 5(b).


 


“Event of Default”
shall have the meaning set forth in Section 6(a).


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exempt Issuance”
means the issuance of (a) shares of Common Stock or options to employees, officers, directors or consultants of the Company pursuant to
the Company’s existing stock option and/or restricted stock plans or stock option and/or restricted stock plans which come into
effect following the date hereof, (b) securities upon the exercise or exchange of or conversion of any Notes and/or other securities exercisable
or exchangeable for or convertible into shares of Common Stock, issued and outstanding on the date of this Note, or pursuant to other
agreements of the Company existing prior to the date hereof, provided that such securities and/or agreements have not been amended since
the date of this Note to increase the number of such securities or to decrease the exercise price, exchange price or conversion price
of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested
directors of the Company, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of
raising capital or to an entity whose primary business is investing in securities.


 


“Fundamental Transaction”
shall have the meaning set forth in Section 5(e).


 


“Late Fees”
shall have the meaning set forth in Section 2(c).


 


“Mandatory Default Amount”
means the payment of 120% of the outstanding principal amount of this Note and accrued and unpaid interest hereon, in addition to the
payment of all other amounts, costs, expenses and liquidated damages due in respect of this Note.


 


“New Jersey Courts”
shall have the meaning set forth in Section 7(d).


 


“Note Register”
shall have the meaning set forth in Section 2(b).


 


“Notice of Conversion”
shall have the meaning set forth in Section 4(a).


 




    	3



     


    

 


“Original Issue Date”
means the date of the first issuance of this Note, regardless of any transfers of any Note and regardless of the number of instruments
which may be issued to evidence such Notes.


 


“Required Minimum”
means, as of any date during the continuance of an Event of Default, 300% of the maximum aggregate number of shares of Common Stock issuable
upon conversion in full of the Notes, ignoring any conversion limits set forth therein.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Security Agreement”
means the Security Agreement dated as of September 21, 2021 between the Company and Evergreen Capital Management LLC, as collateral agent.


 


“Share Delivery Date”
shall have the meaning set forth in Section 4(c)(ii).


 


“Successor Entity”
shall have the meaning set forth in Section 5(e).


 


“Trading Market”
means any of the following markets or exchanges on which the Common Stock (or any other common stock of any other Person that references
the Trading Market for its common stock) is listed or quoted for trading on the date in question: The NASDAQ Global Market, The NASDAQ
Global Select Market, The NASDAQ Capital Market, the New York Stock Exchange, NYSE Arca, the NYSE American, the OTCQX Marketplace, the
OTCQB Marketplace, the OTC Pink Marketplace or any other tier operated by OTC Markets Group Inc. (or any successor to any of the foregoing).


 


“VWAP” means,
for or as of any date, the dollar volume-weighted average price for such security on the Trading Market (or, if the Trading Market is
not the principal trading market for such security, then on the principal securities exchange or securities market on which such security
is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by
Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted
average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning
at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted
average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing
ask price of any of the market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly
Pink Sheets LLC). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security
on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations shall be appropriately
adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.


 


2. Interest and Prepayments.


 


(a) Payment of Interest in
Cash. The Company shall pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note
at the rate of ten percent (10%) per annum. All interest payments hereunder will be payable in cash. Accrued and unpaid interest shall
be due on payable on the Maturity Date, or as otherwise set forth herein.


 


(b) Interest Calculations.
Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing
on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated
damages and other amounts which may become due hereunder, has been made. Interest hereunder will be paid to the Person in whose name this
Note is registered on the records of the Company regarding registration and transfers of this Note (the “Note Register”).


 




    	4



     


    

 


(c) Late Fee. All overdue
accrued and unpaid interest to be paid hereunder shall entail a late fee at an interest rate equal to the lesser of 15% per annum or the
maximum rate permitted by applicable law (the “Late Fees”) which shall accrue daily from the date such interest is
due hereunder through and including the date of actual payment in full.


 


(d) Prepayment.
This Note may be prepaid by the Company in whole or in part at any time or from time to time without penalty or premium upon at least
five (5) days prior written notice to the Holder, which notice period may be waived by the Holder.


 


(e) Prepayment Upon Qualified
Financing. If the Company completes a Qualified Financing (as defined below), the Company shall repay in full the then-outstanding
principal amount of this Note and any accrued but unpaid interest. Such repayment shall be due within one (1) Business Day of the closing
of the Qualified Financing. The Company shall give written notice to Holder as soon as practicable, but in no event less than ten (10)
days before the anticipated closing date of such Qualified Financing, during which period Holder shall have the opportunity to convert
this Note pursuant to Section 4 hereof. The term “Qualified Financing” shall mean that the Company issues and sells
shares of its equity securities to investors on or before the Maturity Date in an equity financing with total gross proceeds to the Company
of not less than $5,000,000 (excluding the conversion of the notes or other convertible securities issued for capital raising purposes).


 


3. Registration of Transfers and Exchanges.


 


(a) Different Denominations.
This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the
Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.


 


(b) Investment Representations.
This Note may be transferred or exchanged only in compliance with applicable federal and state securities laws and regulations.


 


(c) Reliance on Note Register.
Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the Company may treat the Person in whose
name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and
for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to
the contrary.


 


4. Conversion.


 


(a) Voluntary Conversion.
Upon the occurrence, and only during the continuance, of an Event of Default, this Note shall be convertible, in whole or in part, into
shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth
in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is
attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this
Note to be converted, accrued and unpaid interest outstanding under this Note to be converted, and the date on which such conversion shall
be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion
Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required,
nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect
conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount
of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering
the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain
a Conversion Schedule showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection
to any Notice of Conversion within three (3) Business Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy,
the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by
acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion
of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.


 




    	5



     


    

 


(b) Conversion Price. The
conversion price in effect on any Conversion Date shall be equal to (x) $0.015 (the “Fixed Conversion Price”), or (y)
if lower, 90% of the average of the two lowest VWAPs for the five (5) consecutive Trading Days ending on the Trading Day that is immediately
prior to the applicable Conversion Date (the “Adjustable Conversion Price”) (the resulting pricing being referred to
herein as the “Conversion Price”). All such determinations will be appropriately adjusted for any stock dividend, stock
split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during
such measuring period. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant
to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including,
without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the
Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.


 


(c) Mechanics of Conversion.


 


i. Conversion Shares Issuable Upon Conversion of
Principal Amount, Interest and Mandatory Default Amount. The number of Conversion Shares issuable upon a conversion hereunder shall
be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted and any accrued and
unpaid interest to be converted, which amount may include the Mandatory Default Amount, by (y) the Conversion Price.


 


ii. Delivery of Certificate Upon Conversion.
Not later than three (3) Trading Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver,
or cause to be delivered, to the Holder (A) a certificate or certificates representing the Conversion Shares which, on or after the date
on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information and the Company
has received an opinion of counsel to such effect reasonably acceptable to the Company, shall be free of restrictive legends and trading
restrictions (other than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares being
acquired upon the conversion of this Note, and (B) a bank check in the amount of accrued and unpaid interest (if the Company has elected
or is required to pay accrued interest in cash). All certificate or certificates required to be delivered by the Company under this Section
4(c) shall be delivered electronically through the Depository Trust Company or another established clearing corporation performing similar
functions, if available. If the Conversion Date is prior to the date on which such Conversion Shares are eligible to be sold under Rule
144 without the need for current public information the Conversion Shares shall bear a restrictive legend in the following form, as appropriate:


 


“NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER REASONABLY ACCEPTABLE TO COMPANY), IN A GENERALLY ACCEPTABLE
FORM AND SUBSTANCE, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.”


 




    	6



     


    

 


iii. Failure to Deliver Certificates. If, in
the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by
the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of
such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original
Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder
pursuant to the rescinded Conversion Notice. Notwithstanding the obligations of the Company contained in Section 4(c) to deliver share
certificates, any requirement to deliver share certificates shall be remedied by recording share issuances in favor of the Holder in book
entry form and delivery to the Holder of written evidence of such share issuances.


 


iv. Obligation Absolute; Partial Liquidated Damages.
The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof
are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect
to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company
or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might
otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided,
however, that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder.
Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof
for the Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to
pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or
injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other
Section hereof or under applicable law.


 


vi. Reservation of Shares Issuable Upon Conversion.
The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a
number of shares of Common Stock at least equal to the Required Minimum for the sole purpose of issuance upon conversion of this Note
and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights
of Persons other than the Holder (and the other holders of the Notes), not less than such aggregate number of shares of the Common Stock
as shall be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal
amount of this Note and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable
shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.


 




    	7



     


    

 


vii. Fractional Shares. No fractional shares
or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which the Holder
would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either pay a cash adjustment in respect
of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.


 


viii. Transfer Taxes and Expenses. The issuance
of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary
stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall
not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate
upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver
such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such
tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent
fees required for same-day processing of any Notice of Conversion.


 


(d) Holder’s Conversion Limitations.
The Company shall not effect any conversion of principal and/or interest of this Note, and a Holder shall not have the right to convert
any principal and/or interest of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice
of Conversion, the Holder (together with the Holder’s Affiliates, and any Persons acting as a group together with the Holder or
any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For
purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include
the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but
shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount
of this Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained
herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this
Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination of whether this Note
is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this
Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be
the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with
any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To
ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion
that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation
to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall
be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes
of this Section 4(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding
shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed
with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice
by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written
or oral request of a Holder, the Company shall within two (2) Trading Days confirm orally and in writing to the Holder the number of shares
of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect
to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates since the date as of
which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be
4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock
issuable upon conversion of this Note held by the Holder. The Holder, upon not less than 61 days’ prior notice to the Company, may
increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(d), provided that the Beneficial Ownership Limitation
in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(d)
shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered
to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 4(d) to correct this paragraph (or any portion hereof) which may be defective
or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable
to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note.


 




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5. Certain Adjustments.


 


(a) Stock Dividends and Stock
Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or
distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt,
shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Notes), (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding
shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock,
any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be
the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of
which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant
to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such
dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or
re-classification.


 


(b) Subsequent Equity
Sales. If, at any time while this Note is outstanding, the Company or any Subsidiary, as applicable, sells or grants any option to
purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase
or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective
price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such
issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued
shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices
or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive
shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have
occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced to equal
the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding
the foregoing, no adjustment will be made under this Section 5(b) in respect of an Exempt Issuance and such Exempt Issuance shall not
be deemed a Dilutive Issuance. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of
any Common Stock or Common Stock Equivalents subject to this Section 5(b), indicating therein the applicable issuance price, or applicable
reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”).
For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the
occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price
on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Price in the
Notice of Conversion.


 




    	9



     


    

 


(c) Subsequent Rights Offerings.
In addition to any adjustments pursuant to Section 5 above, if at any time the Company grants, issues or sells any Common Stock Equivalents
or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock
(the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights,
the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable
upon complete conversion of this Note (without regard to any limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights,
or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant,
issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase
Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in
such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such
extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto
would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


(d) Pro Rata Distributions. During such time
as this Note is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire
its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution
of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme
of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Note, then,
in each such case, upon conversion of this Note, the Holder shall be entitled to participate in such Distribution to the same extent that
the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete conversion
of this Note (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)
immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the
record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however,
to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership
of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance
for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation).


 




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(e) Fundamental Transaction.
If, at any time while this Note is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any
merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease,
license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related
transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person)
is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash
or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly,
in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v)
the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person
whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held
by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock
or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent
conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such
conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 4(d) on the
conversion of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the
surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such
Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately prior to such
Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion of this Note). For purposes of any such conversion,
the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount
of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall
apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different
components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be
received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon
any conversion of this Note following such Fundamental Transaction. Unless the Note is paid in full in connection with the Fundamental
Transaction, the Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Note and the other Transaction Documents (as
defined in the Purchase Agreement) in accordance with the provisions of this Section 5(e) pursuant to written agreements in form and substance
reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and
shall, at the option of the holder of this Note, deliver to the Holder in exchange for this Note a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to this Note which is convertible for a corresponding number of shares
of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon
conversion of this Note (without regard to any limitations on the conversion of this Note) prior to such Fundamental Transaction, and
with a conversion price which applies the conversion price hereunder to such shares of capital stock (but taking into account the relative
value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number
of shares of capital stock and such conversion price being for the purpose of protecting the economic value of this Note immediately prior
to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the
occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after
the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as
the Company herein. Notwithstanding the foregoing, this Section 5(e) shall not apply in the event the Company pays the Note in full in
connection with the Fundamental Transaction.


 


(f) Calculations. All calculations
under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section
5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares
of Common Stock (excluding any treasury shares of the Company) issued and outstanding.


 




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(g) Notice to the Holder.


 


i. Adjustment to Conversion
Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to
each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring
such adjustment.


 


ii. Notice to Allow Conversion
by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company
shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting
to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any
rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock,
any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company,
or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall
authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company
shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered
to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common
Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on
which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the
date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock
for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange,
provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the
corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material,
non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission
pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on
the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth
herein.


 


(h) Rollover Rights. If
at any time while this Note is outstanding, the Company completes any single public offering or private placement of its equity, equity-linked
or debt securities (each, a “Future Transaction”), the Holder may, in its sole discretion, elect to apply all, or any
portion, of the then outstanding principal amount of this Note and any accrued but unpaid interest, as purchase consideration for such
Future Transaction (the “Rollover Rights”). The Company shall give written notice to Holder as soon as practicable,
but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Holder may exercise its
Rollover Rights by providing the Company written notice of such exercise within five Business Days before the closing of the Future Transaction.
In the event Holder exercises its Rollover Rights, then such elected portion of the outstanding principal amount of this Note and accrued
but unpaid interest shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of
such Future Transaction (except as provided in the next sentence), such that the Holder will receive all securities (including, without
limitation, any warrants) issuable under the Future Transaction. The conversion price applicable to such conversion shall equal eighty
percent (80%) of the cash purchase price paid per share, unit or other security denomination for the Company securities issued in the
Future Transaction to other investors in the Future Transaction. Notwithstanding the foregoing provisions of this Section 5(h), the Holder
shall not be permitted to exercise the Rollover Rights in a public offering involving the offering of equity securities that will be listed
on a national securities exchange unless the Holder executes and delivers to the Company at the closing of such public offering an industry-standard
“lock up” letter with respect to such equity securities for a period not to exceed 90 days.


 




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(i) Adjustment for More Favorable
Terms Contained in Future Financings. So long as this Note is outstanding, upon any issuance by the Company or any of its subsidiaries
of any debt security, including any convertible debt security (whether such debt begins with a convertible feature or such feature is
added at a later date), with any term more favorable to the holder of such security or with a term in favor of the holder of such security
that was not similarly provided to the Holder in this Note, then the Company shall notify the Holder of such additional or more favorable
term and such term, at the Holder’s option, shall become a part of this Note and its supporting documentation. The types of terms
contained in the other security that may be more favorable to the holder of such security include, but are not limited to, terms addressing
conversion discounts, conversion look back periods, interest rates, original issue discount percentages and warrant coverage.


 


6. Events of Default.


 


(a) “Event of Default”
means, wherever used herein, any of the following events (whatever the reason for such event and whether such event shall be voluntary
or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation
of any administrative or governmental body):


 


i. any default in the payment of (A) the principal
amount of any Note or (B) interest, liquidated damages and other amounts owing to a Holder on any Note, as and when the same shall become
due and payable (whether on a Conversion Date or the Maturity Date or by acceleration or otherwise) which default, solely in the case
of an interest payment or other default under clause (B) above, is not cured within three (3) Trading Days;


 


ii. the Company shall materially fail to observe or
perform any other covenant or agreement contained in the Notes (other than a breach by the Company of its obligations to deliver shares
of Common Stock to the Holder upon conversion, which breach is addressed in clause (ix) below) which failure is not cured, if possible
to cure, within the earlier to occur of (A) five (5) Trading Days after notice of such failure sent by the Holder or by any other Holder
to the Company and (B) ten (10) Trading Days after the Company has become or should have become aware of such failure;


 


iii. without the prior written consent of the Holder,
the Company shall not issue any indebtedness for money borrowed that has a variable conversion rate or enter into any transaction for
merchant cash advances;


 


iv. any representation or warranty made in this Note,
any other Transaction Documents, any written statement pursuant hereto or thereto or any other report, financial statement or certificate
made or delivered to the Holder shall be untrue or incorrect in any material respect as of the date when made or deemed made;


 


v. the Company or any Significant Subsidiary (as such
term is defined in Rule 1-02(w) of Regulation S-X) shall be subject to a Bankruptcy Event;


 


vii. the Common Stock shall not be eligible for listing
or quotation for trading on a Trading Market and shall not be eligible to resume listing or quotation for trading thereon within twenty-one
Trading Days or the transfer of shares of Common Stock through the Depository Trust Company System is no longer available for twenty-one
Trading Days;


 




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viii. the Company shall be a party to any Change of
Control Transaction or Fundamental Transaction or shall agree to sell or dispose of all or in excess of 33% of its assets in one transaction
or a series of related transactions (whether or not such sale would constitute a Change of Control Transaction);


 


ix. the Company shall fail for any reason to deliver
certificates to a Holder prior to the third Trading Day after a Conversion Date pursuant to Section 4(c) or the Company shall provide
at any time notice to the Holder, including by way of public announcement, of the Company’s intention to not honor requests for
conversions of any Notes in accordance with the terms hereof;


 


x. the Company fails to file with the Commission any
required reports under Section 13 or 15(d) of the Exchange Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2),
if applicable);


 


xi. if the Company or any Significant Subsidiary shall:
(i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of it or any of its properties, (ii) make
a general assignment for the benefit of creditors, (iii) be adjudicated a bankrupt or insolvent or be the subject of an order for relief
under Title 11 of the United States Code or any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation
law or statute of any other jurisdiction or foreign country, or (iv) file a voluntary petition in bankruptcy, or a petition or an answer
seeking reorganization or an arrangement with creditors or to take advantage or any bankruptcy, reorganization, insolvency, readjustment
of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in
any proceeding under any such law, or (v) take or permit to be taken any action in furtherance of or for the purpose of effecting any
of the foregoing;


 


xii. if any order, judgment or decree shall be entered,
without the application, approval or consent of the Company or any Significant Subsidiary, by any court of competent jurisdiction, approving
a petition seeking liquidation or reorganization of the Company or any Subsidiary, or appointing a receiver, trustee, custodian or liquidator
of the Company or any Subsidiary, or of all or any substantial part of its assets, and such order, judgment or decree shall continue unstayed
and in effect for any period of sixty (60) days;


 


xiii. the occurrence of any levy upon or seizure or
attachment of, or any uninsured loss of or damage to, any property of the Company or any Subsidiary having an aggregate fair value or
repair cost (as the case may be) in excess of $100,000 individually or in the aggregate, and any such levy, seizure or attachment shall
not be set aside, bonded or discharged within thirty (30) days after the date thereof;


 


xiv. the Company or any subsidiary shall default on
any of its obligations under any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument
under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under
any long term leasing or factoring arrangement that (a) involves an obligation greater than $100,000, whether such indebtedness now exists
or shall hereafter be created, and (b) results in such indebtedness becoming or being declared due and payable prior to the date on which
it would otherwise become due and payable;


 


xv. any monetary judgement, writ or similar final
process shall be entered or filed after the date hereof against the Company, any subsidiary or any of their respective property or assets
for more than $100,000, and such judgement, writ or similar process shall remain unvacated, unbonded or unstayed for a period of 45 calendar
days; or


 




    	14



     


    

 


xvi. if the transaction contemplated
by the letter of intent dated December 20, 2022 among Direct Waste Services, Inc., a New Jersey corporation, and the Company, as Buyers,
Allegro Sanitation Corp., a New Jersey corporation, and each of Steven J. Milano, Michael Milano, Dominick Milano and Nicholas Milano,
as Sellers, is not consummated on or prior to September 30, 2023.


 


(b) Remedies Upon Event of Default. Subject
to the Beneficial Ownership Limitation as set forth in Section 4(d), if any Event of Default occurs, then the outstanding principal amount
of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration,
shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After the occurrence
of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional
interest rate equal to the lesser of 2% per month (24% per annum) or the maximum rate permitted under applicable law. Upon the payment
in full of the Note, the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration
described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any
kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder
and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior
to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full
payment pursuant to this Section 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right
consequent thereon.


 


7. Security. This Note is secured by the Security
Agreement, executed by the Company in favor of the Holders encumbering the collateral set forth therein, as more specifically set forth
in the Security Agreement, all the terms and conditions of which are hereby incorporated into and made a part of this Note.


 


8. Miscellaneous.


 


(a) Notices. Any and all notices or other communications
or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and
delivered personally, by facsimile, by email, or sent by a nationally recognized overnight courier service, addressed to the Company,
at the address set forth above, or such other facsimile number, email or other address as the Company may specify for such purposes by
notice to the Holder delivered in accordance with this Section 7(a). Any and all notices or other communications or deliveries to be provided
by the Company hereunder shall be in writing and delivered personally, by facsimile, by email or sent by a nationally recognized overnight
courier service addressed to each Holder at the facsimile number, email or other address of the Holder appearing on the books of the Company,
or if no such facsimile number, email or other address appears on the books of the Company, at the principal place of business of such
Holder, as set forth in the Purchase Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective
on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or via email at the facsimile
number or email set forth on the signature pages attached hereto prior to 12:00 p.m. (New York City time) on any date, (ii) the next Trading
Day after the date of transmission, if such notice or communication is delivered via facsimile or via email at the facsimile number or
email set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 12:00 p.m. (New York City time)
on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier
service or (iv) upon actual receipt by the party to whom such notice is required to be given.


 




    	15



     


    

 


(b) Absolute Obligation. Except as expressly
provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of, liquidated damages and accrued interest, as applicable, on this Note at the time, place, and rate, and in the coin
or currency, herein prescribed. This Note is a direct debt obligation of the Company.


 


(c) Lost or Mutilated Note. If this Note shall
be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation
of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note for the principal amount of this
Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such Note, and of
the ownership hereof, reasonably satisfactory to the Company.


 


(d) Governing Law. All questions concerning
the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance
with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof. Each party agrees that
all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction
Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents)
shall be commenced in the state and federal courts sitting in Bergen, Essex and Hudson Counties, State of New Jersey (the “New
Jersey Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New Jersey Courts for the
adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including
with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of such New Jersey Courts, or such New Jersey Courts
are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, 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 Note
or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Note, then
the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs
and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.


 


(e) Waiver. Any waiver by the Company or the
Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision
or of any breach of any other provision of this Note. The failure of the Company or the Holder to insist upon strict adherence to any
term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Note on any other occasion. Any waiver by the Company or the Holder must be in
writing.


 




    	16



     


    

 


(f) Severability. If any provision of this
Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any
Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any
interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due
hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Company covenants (to
the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or
any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force,
or which may affect the covenants or the performance of this Note, and the Company (to the extent it may lawfully do so) hereby expressly
waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the
execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has
been enacted.


 


(g) Remedies, Characterizations, Other Obligations,
Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other remedies available
under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other
injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure
by the Company to comply with the terms of this Note. The Company covenants to the Holder that there shall be no characterization concerning
this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion
and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided
herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of
its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.
The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to
all other available remedies, to an injunction restraining any such breach or any such threatened breach, without the necessity of showing
economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the
Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of
this Note.


 


(h) Next Business Day. Whenever any payment
or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business
Day.


 


(i) Headings. The headings contained herein
are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect any of the provisions hereof.


 


*********************


 


(Signature Pages Follow)


 




    	17



     


    

 


IN WITNESS WHEREOF, the Company
has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.


 


	 	TraQiQ Inc.
	 	 	 
	 	By:	/s/ Ajay Sikka
	 	Name:	Ajay Sikka
	 	Title:	Chief Executive Officer


 


Facsimile No. for delivery of Notices: None


 


Email address for delivery of Notices: ajay@traqiq.com


 




    	18



     


    

 


ANNEX A


 


NOTICE OF CONVERSION


 


The undersigned hereby elects
to convert principal and interest under the 20% OID Senior Secured Promissory Note of TraQiQ Inc. (the “Company”),
into shares of its common stock (the “Common Stock”), according to the conditions hereof, as of the date written below.
If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes
payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance
therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.


 


By the delivery of this Notice
of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts
specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.


 


The undersigned agrees to comply
with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares
of Common Stock.


 


Conversion calculations:


 


Date to Effect Conversion:______________________________________


 


Principal Amount of Note to be Converted:________________________


 


Payment of Interest in Common Stock __ yes __ no


 


If yes, $_____ of Interest Accrued on Account of Conversion
at Issue.


 


Number of shares of Common Stock to be issued:___________________


 


	__________________________	 
	Signature	 
	 	 
	__________________________	 
	Name	 
	 	 
	Delivery
    Instructions:	 
	 	 
	__________________________	 
	__________________________	 
	__________________________	 
	__________________________	 
	__________________________	 



 




    	 



     


    

 


Schedule 1


 


CONVERSION SCHEDULE


 


This 20% OID Senior Secured Promissory
Note in the original principal amount of $180,000 is issued by TraQiQ Inc. (the “Company”). This Conversion Schedule
reflects conversions made under Section 4 of the above referenced Note.


 


Dated:


 


	Date
of Conversion (or for first entry, Original Issue Date)	 	Amount
of Conversion	 	Aggregate Principal Amount Remaining Subsequent to Conversion (or original Principal Amount)	 	Company
Attest