AMENDMENT
TO SHARE EXCHANGE AGREEMENT


 


This
first Amendment (the “Amendment”), dated August 4, 2019, to the SHARE EXCHANGE AGREEMENT (the “Agreement”)
dated May 16, 2019 (the “Effective Date”) between TraqIQ, Inc., a California corporation (“TRAQIQ”),
on the one hand, and Mann-India Technologies Private Ltd., an Indian corporation (“Mann”), and the holders
of ordinary common shares of Mann (each an “Mann Stockholder” and collectively the “Mann Stockholders”),
on the other hand, hereby amends Section 1.1.a (i) to correct and error in the number of shares issuable under the exercise of
the Warrants as set forth in the Agreement.


 


WHEREAS,
Article I – Exchange of Shares, Section 1.1.a.(i) incorrectly stated the number of TRAQIQ MANN SHARES issuable to Mann Stockholders
upon the exercise of the Warrants at the closing as 36,912 rather than 100,771; and


 


WHEREAS,
Article I – Exchange of Shares, Section 1.1.a.(i) incorrectly stated the balance of the TRAQIQ MANN SHARES after the Closing
at 1,236,501 rather than 1,228,501; and


 


WHEREAS,
the parties desire to and believe it is in their best interest to execute this Amendment to correct the above errors to Section
1.1.a(i);


 


NOW,
THEREFORE, in consideration of the premises and the mutual terms, conditions and other agreements set forth herein, intending
to be legally bound, the parties agree as follows:


 


Article
I – Exchange of Share, Section 1.1.a.(i) set forth below is hereby amended to correct the error in the number of shares
issuable under the exercise of the warrants and replaces the equivalent section in the Agreement. Except as set forth below, all
the other provisions of the Agreement remain the same and apply to this Amendment.


 


(i)
The total number of TRAQIQ MANN SHARES that TRAQIQ will issue upon the exercise of the Warrants will be 1,329,272 valued at $486,912,
or $0.3663 per share, of which 100,771 shares, valued at $36,912, will be exercisable at the Closing and the balance of 1,228,501,
valued at $450,000, will be exercisable as follows: (i) 859,951, value at $315,000, one (1) year after the Closing (the “Year
1 Warrants”); and (ii) 368,550, value at $135,000, two (2) years after the Closing (the “Year 2 Warrants”).
The Mann Stockholders ability to exercise the Year 1 Warrants and Year 2 Warrants will be conditioned upon MANN achieving a target
revenue of U.S. $1.1 million and a pre-tax profit of 25% of the MANN Target. If MANN achieves the MANN Target in 2019, then the
Mann Stockholders can exercise the Year 1 Warrants and, if MANN achieves the MANN Target in 2020, then the Mann Stockholders will
be able to exercise the Year 2 Warrants. In the event that MANN does not achieve the MANN Target in either 2019 or 2020, then
the Year 1 Warrants and the Year 2 Warrants will be proportionately reduced.


 


[Signatures’
Pages Follow]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment to the Agreement as of the date first above written.


 


TRAQIQ,
INC.


 


	By:	/s/
    Ajay Sikka	 
	 	Ajay Sikka	 
	Its:	Chief Executive Officer	 


 


MANN-INDIA
TECHNOLOGIES PRIVATE LTD.


 


	By:	/s/
    Lathika Renunathan	 
	 	Lathika Regunathan	 
	Its:	Chief Executive Officer	 


 


[MANN
Stockholder signatures on next page]


 




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MANN
STOCKHOLDERS


 


	SUSHIL CHAUDHARY	 
	 	 	 
	By: 	/s/
    Sushil Chaudhary	 
	 	Sushil Chaudhary	 
	 	 	 
	ROOPAM SHYAM	 
	 	 	 
	By: 	/s/
    Roopam Shyam	 
	 	Roopam Shyam	 
	 	 	 
	NOOR QAZI	 
	 	 	 
	By: 	/s/
    Noor Qazi	 
	 	Noor Qazi	 
	 	 	 
	LATHIKA REGUNATHAN	 
	 	 	 
	By: 	/s/
    Lathika Regunathan	 
	 	Lathika Regunathan	 
	 	 	 
	YUKTI SECURITIES PVT LTD	 
	 	 	 
	By: 	/s/ Rohitasava
    Chand	 
	 	Rohitasava Chand	 
	 	 	 
	ROHITASAVA CHAND	 
	 	 	 
	By: 	/s/
    Rohitasava Chand	 
	 	Rohitasava Chand	 
	 	 	 
	SUMER CHAND & CO. (P) LIMITED	 
	 	 	 
	By: 	/s/
    Rohitasava Chand	 
	 	Rohitasava Chand	 


 




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