Exhibit 10.1

2021 Promissory Note

Dated as of June 15, 2021

Investor:

Greg Rankich

1401 Chuckanut Crest Drive

Bellingham, WA 98229

Investor:

TraQiQ, Inc., a California corporation (the “Company”) having an address of 14205 SE 36^th Street, Suite 100, Bellevue, WA 98006, agrees with you, as the purchaser hereunder (the “Investor”), as follows:

The Company has authorized the issue and sale to the Investor of the Company’s 2021 Promissory Note in the principal amount of Four Hundred Thousand and 00/100 Dollars ($400,000.00) (the “Note”, such term to include any other promissory note or notes issued in exchange or substitution therefore), in the form attached hereto as Exhibit A and made a part hereof. The Note shall be included with this document. Certain capitalized terms used in this Note Purchase Agreement (this “Agreement”) are defined in Section 6 hereof.

Subject to the terms and conditions of this Agreement, the Company agrees to issue and sell the Note to the Investor, and the Investor agrees to purchase the Note from the Company, for an aggregate purchase price of Four Hundred Thousand and 00/100 Dollars ($400,000.00) (the “Purchase Price”), issuable in one (1) tranche at Closing.

Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated hereby (the “Closing”) will occur remotely either by electronic mail, facsimile, or U.S. mail with the execution and delivery of this Agreement or on such other business day thereafter on or prior to the third business day after the date of this Agreement as may be agreed upon by the Company and the Investor. (The date and time at which the Closing actually occurs are herein called the “Closing Date”.) At the Closing:

(i) The Company will issue and deliver the Note to the Investor, in the form of a single Note registered in the name of the Investor.

(ii) The Investor will deliver the Purchase Price to the Company, by wire transfer of immediately available funds to an account of the Company to be designated to the Investor prior to the Closing.

(iii) The Company and the Investor will deliver to each other such other documents, certificates, instruments and writings required to be delivered pursuant to Section 3 hereof or otherwise required pursuant to this Agreement.

(a) Commitment Fee Shares. The Company shall pay to Investor, as a commitment fee, Three Hundred Thousand and 00/100 United States Dollars (US$300,000.00) (the “Commitment Fee”) by issuing to Investor 300,000 shares of the Company’s common stock at a price per share of $1.00 (the “Commitment Fee Shares”) and in addition, upon closing. The Company shall instruct its transfer agent (the “Transfer Agent”) to issue a certificate or book entry statement representing the Commitment Fee Shares issuable to the Investor immediately upon the Company’s execution of this Agreement and shall cause its Transfer Agent to deliver such certificates or book entry statements to Investor. The Investor shall never be in possession of an amount of common stock greater than 4.99% of the issued and outstanding common stock of the Company provided, however that this ownership restriction described in this Section may be waived by Investor, in whole or in part, upon 61 days’ prior written notice. The Commitment Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s common stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder.

(b) Redemption. In the event that the Note has been repaid in full (including accrued and unpaid interest) on or prior to the Maturity Date (without extension), the Company shall have the right to redeem 150,000 of the Commitment Fee Shares (as adjusted for stock splits, stock dividends or similar events) which were originally issued (the “Redeemable Commitment Fee Shares”) for an amount payable by the Company to the Investor in cash of an aggregate of one an 00/100 dollar ($1.00). Upon Investor’s receipt of such cash payment in accordance with the immediately preceding sentence, the Redeemable Commitment Fee Shares shall be immediately redeemed without any further action on the part of the Company or the Investor.

(c) Leak-Out. For a period beginning on the date hereof and ending on the date that is one year thereafter, the Investor agrees that on any trading day it shall not offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, or pledge, encumber, assign, borrow or otherwise dispose of, any Commitment Fee Shares in an aggregate amount in excess of 5% of the trading volume of the common stock for the preceding trading day.

(d) Legends. The Investor understands that the Note and and the Commitment Fee Shares have not been registered under the 1933 Act and may be sold only pursuant to Rule 144 or Regulation S or other applicable exemption, the Commitment Fee Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

“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 (ACCEPTBALE TO THE COMPANY), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION.”

The Investor’s obligations to purchase the Note and pay the Purchase Price at the Closing are subject to the fulfillment to the Investor’s satisfaction, at or prior to the Closing Date, of the following conditions:

The representations and warranties of the Company in this Agreement shall be true and correct in all Material respect as of the Closing Date and the Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company prior to or at the Closing.

All consents, approvals or authorizations of, or registrations, filings or declarations with, any Governmental Authority or other Person required in connection with the execution, delivery or performance of this Agreement shall have been obtained or made, with the exception of any filings required under federal or state securities laws, which filings shall be made promptly after the Closing.

No suit, action or proceeding shall have been instituted or threatened before any court or other Governmental Authority to enjoin, restrain or prohibit, or to obtain damages in respect of, this Agreement or the consummation of the transactions contemplated hereby or which, in the Investor’s reasonable judgment, would impose material restrictions or risks upon the Company or the Investor if such transactions are contemplated.

All legal details and corporate and other proceedings in connection with the transactions contemplated by this Agreement and the Related Agreements shall have been taken, all documents and instruments incident to such transactions shall be in form and substance reasonably satisfactory to the Investor and its counsel, and the Investor and its counsel shall have received all counterpart originals or certified or other copies of such documents as the Investor or its counsel may reasonably request.

The Company hereby represents and warrants to the Investor that:

The Company is duly incorporated, validly existing, and in good standing (to the extent such concept applies) under the laws of California. The Company has all requisite power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement, the Note and each other agreement, certificate or other document to be executed and delivered by the Company in connection with the transactions contemplated hereby (collectively, the “Related Agreements”), to issue and sell the Note and otherwise to perform the provisions hereof and thereof. The Company has delivered to the Investor true and complete copies of its articles of incorporation, by-laws, or other applicable constituent charter documents, all as in full force and effect on the date hereof.

Each of this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of the Company and constitutes (or in the case of the Related Agreements, at the Closing will constitute) a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereafter in effect relating to or affecting creditors’ rights and to general equity principles.

The execution, delivery and performance by the Company of this Agreement and the Related Agreements will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien (other than by the terms hereof) in respect of any property of the Company under, any of the Company’s charter documents or any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, or any other agreement or instrument to which the Company or any of its properties is bound or subject, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company.

No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by the Company of this Agreement or any of the Related Agreements, or the issuance and sale of the Note, except such as have been duly and validly obtained or filed, or with respect to any filings that must be made after the Closing, as will be filed in a timely manner.

The Company has delivered to the Investor copies of its audited financial statements for the year ended December 31, 2020. All of such financial statements (including in each case the related schedules and notes) fairly present in all Material respects the financial position of the Company as of their respective dates and the results of its operations and cash flows for the respective periods covered thereby and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). Except as disclosed or reflected in such financial statements, there are no obligations or liabilities, whether or not accrued, contingent or otherwise, or any facts or circumstances of which the management of the Company is aware, that could result in any obligations or liabilities of the Company that individually or in the aggregate could reasonably be expected to have a Material adverse effect on the financial condition of the Company.

(i) There are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened against the Company or any property of the Company in any court or before or by any Governmental Authority.

(ii) The Company is not in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court or Governmental Authority, or in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority.

(iii) The Company owns or possesses all licenses, permits, franchises and other authorizations from Governmental Authorities required by all applicable laws, ordinances, rules and regulations, necessary for the operation of its business.

The Company has filed all tax returns that are required to have been filed in any jurisdiction, and has paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon it or its properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments the nonpayment of which in the aggregate could not reasonably be expected to have a Material adverse effect upon the financial condition of the Company.

The Company has good and sufficient title or rights to use its properties that individually or in the aggregate are Material, including all such properties reflected in its most recent balance sheet delivered to the Investor (except as sold or otherwise disposed of in the ordinary course of business since that date). All leases or licenses that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all Material respects.

Neither the Company nor anyone acting on its behalf has offered the Note or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Investor and other Persons who are “accredited investors” as defined in the Securities Act, each of which has been offered such securities at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Note to the registration requirements of Section 5 of the Securities Act.

The representations, warranties and other information regarding the Company set forth in this Agreement, the Related Agreements and any certificates delivered to the Investor in connection with the transactions contemplated hereby, are true, accurate and complete in all Material respects, fairly describe the business and properties of the Company and do not contain any untrue statement of a Material fact or omit to state any Material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made.

No broker, investment banker or other finder is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based on arrangements made by or on behalf of the Company or any of its Affiliates.

The Investor is purchasing the Note and receiving the Commitment Fee Shares for its own account and not with a view to the distribution thereof. The Investor understands that neither the Note nor the Commitment Fee Shares have been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law.

The Investor is an “accredited investor” as defined in Rule 501(a) under the Securities Act and has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of the investment in the Note and Commitment Fee Shares, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment.

The Investor understands that the securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the securities.

As used in this Agreement, the following terms have the following respective meanings:

“Affiliate” means, with respect to any Person, (a) any director, manager, officer or partner of such Person; (b) any other Person that beneficially owns, directly or indirectly, fifty percent (50%) or more of any class of voting or equity interests of such Person; (c) any other Person of which such Person beneficially owns, directly or indirectly, equity securities having fifty percent (50%) or more of any class of voting or equity interests of such other Person; and (d) any other Person controlling, controlled by or under common control with such Person where the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting or equity securities or otherwise.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America.

“Governmental Authority” means (a) the government of (i) the United States of America or any state or other political subdivision thereof, or (ii) any jurisdiction in which the Company conducts all or part of its business, or which asserts jurisdiction over any properties of the Company, or (b) any entity exercising, executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

“Lien” means any mortgage, lien, pledge, charge, security interest or other encumbrance of any nature whatsoever.

“Material” means material in relation to the business, operations, affairs, financial condition, assets, properties or prospects of the Company.

“Person” means an individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization, or a government or agency or political subdivision thereof.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder, all as the same shall be in effect from time to time.

Each party hereto respectively will use all reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable laws, regulations and contracts to consummate and thereafter make effective the transactions contemplated by this Agreement.

Whether or not the transactions contemplated by this Agreement are consummated, each party hereto will pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the transactions contemplated hereby.

(i) The representations, warranties, covenants and agreements of the parties contained in this Agreement shall survive the Closing and the purchase or transfer by the Investor of the Note, and may be relied upon by any subsequent holder of the Note, regardless of any investigation made at any time by or on behalf of the Investor or any such other holder.

(ii) The Company will indemnify and hold harmless the Investor and any subsequent holder of the Note against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Investor or any such holder, in its capacity as such, in any way relating to or arising out of this Agreement or the transactions contemplated hereby; provided, however, that the Company shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent that the same result from the Investor’s or such holder’s own negligence or willful misconduct.

This Agreement (including the Exhibits and Schedules hereto and the Related Agreements referred to herein) constitutes the entire agreement and supersedes all other agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

Investor may not assign this Agreement without the written consent of the Company. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns (including, without limitation, any subsequent holder of the Note).

No amendment or waiver of any provision of this Agreement shall in any event be effective unless the same shall be in writing and executed by Investor and Company.

If any term or other provision of this Agreement, or any portion thereof, is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions of this Agreement, or remaining portion thereof, shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any such term or other provision, or any portion thereof, is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are consummated to the fullest extent possible.

All notices provided for or permitted to be given pursuant to this Note shall be deemed given or served (a) on the fifth (5^th) business day after depositing the same in the United States mail addressed to the party to be notified, postpaid and certified with return receipt requested, (b) upon delivering such notice in person to such party, (c) (1) business day after delivery to a recognized overnight courier service marked for next day delivery, (d) confirmed receipt of prepaid telegram, telex, telecopy, or facsimile prior to 5:00 p.m. PT as of the date of transmission, or (e) upon confirmed receipt of email as evidenced by reply email (followed by delivery of such notice by mail):

No provision of this Agreement, including this Section, shall be deemed to constitute consent to the manner and address for service of process in connection with any legal proceeding (including such arising out of or in connection with this Agreement), which service shall be effected as required by applicable law.

This Agreement shall be governed by and construed in accordance with the law of the State of Washington, without regard to the conflicts of laws principles thereof. The parties irrevocably agree that any claim arising from, in connection with, or related to this Agreement, and/or any Related Agreement, or any of the transaction contemplated hereby or thereby shall be brought before a federal or state court situated in or having jurisdiction over King County, Washington.

(a) This Agreement may be executed in one or more identical counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. This Agreement may be executed and delivered by facsimile transmission or by exchange of emails containing PDF attachments and any such facsimile or PDF signatures hereon shall be deemed to be original signatures for all purposes.

Each party hereto hereby irrevocably waives any right to have a jury participate in resolving any suit, action or proceeding arising from, in connection with, or relating to this Agreement, and/or any Related Agreement, or any of the transactions contemplated hereby or thereby.

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[SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the parties have caused this Note Purchase Agreement to be duly executed and delivered as of the date first written above.

Exhibit A

2021 Promissory Note

Exhibit 10.2

THIS NOTE HAS BEEN ACQUIRED BY THE HOLDER SOLELY FOR ITS OWN ACCOUNT FOR THE PURPOSE OF INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION THEREFROM; ALL AFTER HOLDER HAVING DELIVERED AN OPINION OF COUNSEL SATISFACTORY TO COMPANY’S COUNSEL IN ALL RESPECTS REGARDING ANY SUCH PROPOSED TRANSFER OF THIS NOTE.

2021 PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, TraQiQ, Inc., a California corporation (the “Company”), hereby PROMISES TO PAY TO THE ORDER OF Greg Rankich, (the “Holder”), the principal amount of Four Hundred Thousand and 00/1000 Dollars ($400,000.00) (the “Principal”). The Principal shall be delivered as of the Effective Date. From time to time hereafter, this promissory note may be referred to as the “Note.” This Note is issued in connection with and pursuant to that certain Note Purchase Agreement by and among the Company and Holder (the “Note Purchase Agreement”).

Interest shall accrue on the Principal outstanding from time to time until such Principal is paid in full, at the simple interest rate of zero percent (0%) per annum (computed on the basis of a 365-day year for the actual number of days elapsed) (“Interest”).

(a) Maturity Date. The entire outstanding Principal shall be immediately due and payable one hundred eight (180) days following the Effective Date (the “Maturity Date”).

(b) Optional Prepayment. This Note may be prepaid by the Company in whole or in part at any time prior to the Maturity Date without penalty or premium of any kind.

(a) Events of Default Defined. Any one or more of the following shall constitute an “Event of Default” under this Note:

(i) The Company, after five (5) days written notice from Holder to Company, shall fail to timely pay any amount due and payable hereunder;

(ii) The Company becomes insolvent or bankrupt, or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of a trustee or receiver for the Company or for the major part of the property of either; or

(iii) Bankruptcy, reorganization, arrangement or insolvency proceedings, or other proceedings for relief under any bankruptcy or similar requirements of law for the relief of debtors, are instituted by or against the Company and, if instituted on an involuntary basis against the Company such involuntary proceedings are consented to or are not dismissed within ninety (90) days after institution.

(b) Rights and Remedies. Upon the occurrence of any Event of Default which shall be continuing, this Note shall automatically become immediately due and payable. Upon this Note becoming due and payable under this Section 3(b), this Note will forthwith mature, and the entire unpaid Principal shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Holder’s rights and remedies hereunder, or allowed to it by law or equity, shall be cumulative. No failure by the Holder to exercise, and no delay in exercising, any right or remedy will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or future exercise thereof or of any other right or remedy. Without limiting the foregoing, the Company shall pay to the Holder on demand such further amount as shall be sufficient to cover all costs and expenses of the Holder incurred in any enforcement or collection of this Note including, without limitation, reasonable attorneys’ fees, expenses and disbursements.

(a) Form of Payments. All payments of Principal on this Note shall be made in lawful money of the United States of America at the Holder’s address set forth in Section 4(d) below.

(b) Payments on Non-Business Days. Whenever any payment hereunder is due on a Saturday, a Sunday, or a day on which commercial banks in Bellevue, Washington are required or authorized to be closed, such payment shall be made on the next succeeding business day.

(c) Notices. All notices and other communications given or made pursuant hereto shall be in writing and (except for notice or communications given by telegram, telex, telecopy, facsimile, or e-mail) shall be delivered via a nationally recognized overnight express company, or via registered or certified mail (postage prepaid, return receipt requested), in each case, to the parties at the following addresses:

The address or the contact person for purposes of this Section 4(d) may be changed by giving the parties specified above written notice of the new address or name in the manner set forth above. All notices provided for or permitted to be given pursuant to this Note shall be deemed given or served (a) on the fifth (5^th) business day after depositing the same in the United States mail addressed to the party to be notified, postpaid and certified with return receipt requested, (b) upon delivering such notice in person to such party, (c) (1) business day after delivery to a recognized overnight courier service marked for next day delivery, (d) confirmed receipt of prepaid telegram, telex, telecopy, or facsimile prior to 5:00 p.m. PT as of the date of transmission, or (e) upon confirmed receipt of email as evidenced by reply email (followed by delivery of such notice by mail). All notices are to be sent to or made at the addresses set forth in this Section 4(c). All notices given in accordance with this Note shall be effective upon delivery at the address of the addressee.

(d) Certain Waivers. Except as otherwise expressly provided herein, the Company hereby waives presentment, demand, protest or notice and all other demands and notices in connection with the delivery, acceptance, performance or enforcement of this Note.

(e) Assignment or Transfer. This Note may be transferred only upon the prior written consent of the Company, which consent may be withheld in the Company’s sole and absolute discretion. If a transfer is approved by the Company, this Note may be transferred only upon its surrender for transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed in form satisfactory to the Company, by the Holder hereof or such Holder’s duly authorized attorney. Upon such surrender, a new Note will be issued to and registered in the name of the transferee. Prior to its receipt of written notice of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment of any outstanding Principal and for all other purposes, and the Company will not be affected by any notice to the contrary. Additionally, Company may require, prior to any such transfer, that the transferee agree and acknowledge certain agreements, documents, and/or representations and warranties.

(f) Amendment and Waiver. No term of this Note may be amended or waived without the written consent of the Company and Holder.

(g) If any term or other provision of this Note, or any portion thereof, is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions of this Note, or remaining portion thereof, shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any such term or other provision, or any portion thereof, is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Note so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are consummated to the fullest extent possible.

(h) Governing Law; Venue. This Note shall be governed by and construed in accordance with the laws of the State of Washington, without regard to the conflicts of laws principles thereof (including Indiana’s). The parties hereby irrevocably agree that exclusive venue for any matter in connection with this Note shall be in state of federal courts located in or having jurisdiction over King County, Washington.

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[SIGNATURE PAGE TO PROMISSORY NOTE]

IN WITNESS WHEREOF, this Promissory Note has been duly executed and delivered by the Company as of the Effective Date.