Exhibit
10.55


 


CoroWare,
INC.


A
Delaware Corporation


 


10%
CONVERTIBLE NOTE


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR QUALIFIED UNDER APPLICABLE STATE
SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE LAW WITHOUT
AN OPINION OF COUNSEL SATISFACTORY TO BORROWER THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.


 


	$13,000.00	 	Date:
    February 21, 2012


 


FOR
VALUE RECEIVED, CoroWare, Inc., a Delaware corporation (“Borrower”), hereby unconditionally promises to pay as
set forth herein to the order of Kelburgh LTD (“Lender”), in lawful money of and within the United
States of America and in immediately available funds, the principal sum of $13,000.00                   (the
“Principal Amount”), together with accrued and unpaid interest thereon, in the manner Set forth herein. Borrower
further agrees to pay interest on the Principal Amount at the compounded rate per annum of 10% (ten per cent, the
“Stated Interest Rate”) on the outstanding Principal Amount. Interest shall be calculated from and
including the date of this Note until such Principal Amount has been repaid in full or until the Note has been converted. Interest
shall be paid annually and shall be calculated on the basis of 365 day or 366 day year, as the case may be, for the actual number of
days elapsed.


 


	1.	Principal
                                            Repayment. The outstanding Principal Amount and interest shall be payable on the 30th
                                            day from closing (“Repayment Date”), unless otherwise converted
                                            in accordance with Section 2 below.



 


	2.	Conversion.
                                            Seven days prior to the Repayment Date, the Lender shall notify Borrower of its intent to;
                                            (i) convert the entire amount of principal and interest due pursuant to this Note into shares
                                            of the Borrower’s common stock at a price equal to the 5 day average closing price
                                            discounted an additional 15%, or (ii) be repaid the principal and interest in accordance
                                            with Section I above. The 5 day average closing price shall be calculated using the 5 trading
                                            days prior to the day that the shares are converted.



 


	3.	Place
                                            of Payment; Application of Payments. All amounts payable hereunder shall be payable to
                                            Lender in United States dollars to such bank account as shall be designated by Lender in
                                            immediately available funds or as otherwise specified to Borrower in writing, except if converted
                                            as per Section 2 above. Payment on this Note shall be applied first to any expenses of collection,
                                            then to accrued interest, and thereafter to the outstanding principal balance hereof.



 


	4.	Default.
                                            The following events shall each be an “Event of Default” under this Note:



 


		A.	Bankruptcy
                                            or insolvency of Borrower;



 


		B.	Borrower’s
                                            failure to pay any of the Principal Amount due under this Note on the date the same becomes
                                            due and payable, or any accrued interest or other amounts due under this Note after the same
                                            becomes due and payable; and



 


		C.	Breach
                                            of any material covenant or agreement contained in this Note and such breach remains uncured
                                            for a period of 15 days after written notice hereof is received by Borrower from Lender.



 




    	 



     


    

 


Upon
the occurrence of an Event of Default, the unpaid Principal Amount, all unpaid accrued interest thereon and all other amounts owing hereunder
may, at the option of Lender, become immediately due and payable to Lender, provided, however, that upon the occurrence of an Event of
Default described in this Section 4, all indebtedness of Borrower to Lender shall become immediately due and payable without any action
of Lender. Effective upon an Event of Default that is not cured for a period of 30 days after such Event of Default, the interest rate
on this Note shall increase to 5% per annum in excess of the Stated Interest Rate.


 


	5.	Covenants.



 


		A.	Use
                                            of Proceeds. The Borrower shall use the net cash proceeds loaned to Borrower pursuant to
                                            this Note for working capital.



 


		B.	Compliance
                                            with Agreements. The Borrower shall perform and observe, or cause to be performed or observed,
                                            as the case may be, all of the provisions in its certificate of incorporation, its bylaws,
                                            and the obligations pursuant to the terms, agreements and covenants of this Note and all
                                            documents and agreements executed or delivered in connection with this Note. The Borrower
                                            expressly represents that Borrower has the full power and authority to deliver the Note,
                                            that the Note has been duly authorized, executed and delivered by the Borrower, and Borrower’s
                                            obligations under the Note are legal, valid, binding and enforceable, absolute and unconditional.



 


		C.	Preservation
                                            of Corporate Existence and Business. The Borrower shall use best efforts to preserve intact
                                            its present business organization, rights and privileges and present goodwill and, to the
                                            best of its ability, its relationships existing with other parties and shall at all times
                                            cause to be done all things necessary to maintain, preserve, and renew its corporate existence
                                            and shall observe and conform with all valid requirements of all governmental authorities
                                            relating to the conduct of the business of the Borrower, the failure of which would have
                                            a material. Adverse effect upon the Borrower’s business or financial condition. The
                                            Borrower shall maintain and keep in force all material licenses, permits and agreements necessary
                                            to the conduct of its businesses.



 


		D.	Maintenance
                                            of Properties. The Borrower shall maintain and keep its properties, real and personal, in
                                            good repair, working order, and condition, and from time to time make all necessary or desirable
                                            repairs, renewals, and replacements, so that its business may be properly and advantageously
                                            conducted at all times.



 


		E.	Taxes
                                            and Other Obligations. The Borrower shall pay and discharge all taxes, assessments, interest
                                            and installments on mortgages and governmental charges against it Or against any of its properties,
                                            upon the respective dates when due, except to the extent that such taxes, assessments, interest,
                                            installments and governmental charges are contested in good faith and by appropriate proceedings.



 


		F.	Compliance
                                            with Obligations, Laws, Etc. The Borrower shall comply with all of the obligations which
                                            it has incurred or to which it becomes subject pursuant to any contract or agreement, whether
                                            oral or written, express or implied, the breach of which might have a material adverse effect
                                            upon its business or financial condition, unless and to the extent that the same are being
                                            contested in good faith and by appropriate proceedings and adequate reserves have been set
                                            aside on its books with respect thereto. The Borrower shall comply with all applicable laws,
                                            rules and regulations of all governmental authorities.



 


		G.	Trademarks,
                                            Copyrights and Patents. The Borrower will not do any act, or omit to do any act, whereby
                                            Borrower’s Trademarks, Copyrights or Patents, or any application appurtenant thereto,
                                            may become abandoned, invalidated, unenforceable, avoided, avoidable, or will otherwise diminish
                                            in value, and shall notify Lender immediately if it knows of any reason or has reason to
                                            know of any ground under which this result may occur. Borrower shall take appropriate action,
                                            at its expense to halt the infringement of Borrower’s Trademarks, Copyrights and Patents
                                            and shall properly exercise its duty to control the nature and quality of the goods offered
                                            by any licensees in connection therewith.



 




    	 



     


    

 


		6.	Waiver.
                                            TO THE FULLEST EXTENT PERMITIED BY LAW, LENDER AND BORROWER AGREE THAT NEITHER OF THEM NOR
                                            ANY ASSIGNEE OR SUCCESSOR SHALL (I) SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM
                                            OR ANY OTHER ACTION BASED UPON; OR ARISING OUT OF, THIS NOTE, ANY RELATED INSTRUMENTS OR
                                            THE DEALINGS OR THE RELATIONSHIP BETWEEN THEM, (II) SEEK TO CONSOLIDATE ANY SUCH ACTION WITH
                                            ANY OTHER ACTION IN WHICH A TI.JRYTRIAL CANNOT BE OR HAS NOT BEEN WAIVED OR (III) MAKE ANY
                                            CLAIM FOR CONSEQUENTIAL, PUNITNE OR SPECIAL DAMAGES. THE PROVISIONS OF THIS PARAGRAPH HAVE
                                            BEEN FULLY DISCUSSED BY LENDER AND BORROWER, AND THESE PROVISIONS SHALL BE SUBJECT TO NO
                                            EXCEPTIONS. NEITHER THE LENDER NOR THE BORROWER HAS AGREED WITH OR REPRESENTED TO THE OTHER
                                            THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. BORROWER
                                            WAIVES PRESENTMENT AND WRITTEN DEMAND FOR PAYMENT, NOTICE OF DISHONOR, PROTEST AND NOTICE
                                            OF PROTEST OF THIS NOTE. THE RIGHT TO PLEAD ANY AND ALL STATUTE OF LIMITATIONS AS A DEFENSE
                                            TO ANY DEMANDS HEREUNDER IS HERBBY WAIVED TO THE FULLEST EXTENT PERMITTED BY LAW.



 


		7.	Attorneys
                                            Fees; Collection Costs. If there has been an Event of Default by Borrower hereunder,
                                            Lender shall be entitled to receive and Borrower agrees to pay all costs of enforcement and
                                            collection incurred by Lender, including, without limitation, reasonable attorney’s
                                            fees relating thereto.



 


		8.	Notices.
                                            Unless otherwise specified herein, all notices all notices hereunder shall be in writing
                                            and shall be deemed to have been given when delivered by hand, or on the third business day
                                            after properly deposited with the United States Postal Service) as certified mail, return
                                            receipt requested, postage prepaid, or on the first business day after properly deposited
                                            with an overnight courier of national standing, addressed to the address indicated below:



 


If
to the Borrower, at:


 


CoroWare,
Inc.


1410 Market Street


Suite
200


Kirkland,
WA 98033


Attention: President


 


If
to the Lender, at:


 


Kelburgh
LTD


P.O.
Box 957,


Offshore
Incoporations Centre,


Road Town,


Tortola,


British
Virgin Islands.


 


or
at any address specified by Borrower or Lender in writing.


 




    	 



     


    

 


		9.	Expenses.
                                            The Borrower shall pay all expenses of the Lender in connection with the preparation of this
                                            Note or other documents executed in connection therewith, including, without limitation,
                                            fees of outside legal counsel or the allocated costs of in-house legal counsel, accounting,
                                            consulting, brokerage or other similar professional fees or expenses, and any fees or expenses
                                            associated with any travel or other costs relating to any appraisals or examinations conducted
                                            in connection with the obligations hereunder, provided that Borrower shall not have to pay
                                            any such expenses in excess of $1,000 and the amount of all such expenses shall, until paid,
                                            bear interest at the rate applicable to principal hereunder. The Borrower shall also pay
                                            all expenses of the Lender in connection with the waiver or amendment of this Note and the
                                            administration, default or collection of any amount due under this Note or other obligations
                                            or administration, default, collection in connection with the Lender’s exercise, preservation
                                            or enforcement of any of its rights, remedies or options hereunder, including, without limitation,
                                            fees of outside legal counsel or the allocated costs of in-house legal counsel, accounting,
                                            consulting, brokerage or other similar professional fees or expenses, and any fees or expenses
                                            associated with any travel or other costs relating to any appraisals or examinations conducted
                                            in connection with the obligations hereunder, and the amount of all such expenses shall,
                                            until paid, bear interest at the rate applicable to principal hereunder.



 


		10.	Set-Off.
                                            Regardless any means of obtaining repayment of the obligations hereunder, any deposits, balances
                                            or other sums credited by or due from the Lender to the Borrower may at any time and from
                                            time to time, without notice to the Borrower or compliance with any other condition precedent
                                            now or hereafter imposed by statute, rule of law, or otherwise (all of which are hereby expressly
                                            waived) be set off, appropriated, and applied by the Lender against any and all obligations
                                            of the Borrower to the Lender or any of its affiliates in such manner as the Lender in its
                                            sole discretion may determine, and the Borrower hereby grants to the Lender a continuing
                                            security interest in such deposits, balances or other sums for the payment and performance
                                            of all such obligations.



 


		11.	No
                                            Waivers of Lender’s Rights. No failure or delay by the Lender in exercising any
                                            right, power or privilege hereunder or under any other documents or agreements executed in
                                            connection herewith shall operate as a waiver thereof; nor shall any single or partial exercise
                                            thereof preclude any other or further exercise thereof or the exercise of any other right,
                                            power or privilege. The rights and remedies in this Note provided are cumulative and not
                                            exclusive of any rights or remedies otherwise provided by agreement or law.



 


		12.	Amendments.
                                            Neither this Note nor any provision hereof may be amended, waived, discharged or terminated
                                            except by a written instrument signed by the Lender and, in the case of amendments, by the
                                            Borrower.



 


		13.	Binding
                                            Effect of Note. This Note shall be binding upon and inure to the benefit of the Borrower
                                            and the Lender and their respective successors and assigns; provided that neither the Borrower
                                            nor the Lender may assign or transfer its rights or obligations hereunder.



 


		14.	Partial
                                            Invalidity. The invalidity or unenforceability of anyone or more phrases, clauses or
                                            sections of this Note shall not affect the validity or enforceability of the remaining portions
                                            of it.



 


		15.	Captions.
                                            The captions and headings of the various sections and subsections of this Note are provided
                                            for convenience only and shall not be construed to modify the meaning of such sections or
                                            subsections.



 




    	 



     


    

 


		16.	Entire
                                            Agreement. This Note and the documents and any agreements executed in connection herewith
                                            constitute the final agreement of the parties hereto and supersede any prior agreement or
                                            understanding, written or oral, with respect to the matters contained herein and therein.



 


THIS
NOTE HAS BEEN EXECUTED AND DELIVERED IN THE STATE OF WASHINGTON, UNITED STATES OF AMERICA. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF KING COUNTY, STATE OF WASHINGTON, EXCLUDING CONFLICT OF LAWS PRINCIPLES THAT WOULD CAUSE
THE APPLICATION OF LAWS OF ANY OTHER JURISDICTION.


 





	 	COROWARE,
    INC.
	 	 	 
	 	By:	
	 	Name:	Lloyd
    T. Spencer
	 	Title:	President
    and CEO
	 	 	 
	 	Date:	5/14/2013
	 	 	 
	 	KELBURGH
    LTD
	 	 
	 	
	 	Name:	Robert
    Simpson
	 	 	 
	 	Date:	14th
    May 2013