Exhibit
10.63


 


Note:
March 9, 2013


 


NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION 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.


 


THIS
NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION
OR CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT
AND ACCRUED INTEREST SET FORTH BELOW.


 


10%
CONVERTIBLE NOTE DUE MARCH 9, 2014


 





OF


 


COROWARE,
INC.


 


Issuance
Date: March 9, 2013


Beginning
Principal Amount of this Note: $15,000


Original Issue Discount (OID): $1,000


Legal
Fees: $1,000


Total Face Value of this Note: $17,000


 


THIS
NOTE (“Note” or “Note”) is a duly authorized Promissory Note of COROWARE, INC. a corporation duly
organized and existing under the laws of the State of Delaware (the “Company”), designated as the Company’s
10% Convertible Note Due March 9, 2014 (“Maturity Date”) in the original principal amount of seventeen thousand dollars
($17,000) (the “Note”).


 


FOR
VALUE RECEIVED, the Company hereby promises to pay to the order of Tangiers Investment Group, LLC or its registered assigns or
successors-in-interest (“Holder”) the principal sum of Seventeen Thousand Dollars ($17,000.00) together with all accrued
but unpaid interest thereon, if any, on the Maturity Date, to the extent such principal amount and interest has not been repaid or converted
into the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”), in accordance with the terms
hereof.


 




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Interest
on the unpaid principal balance hereof shall accrue at the rate of 10% per annum from the date of original issuance hereof (the “Issuance
Date”) until the same becomes due and payable on the Maturity Date, or such earlier date upon acceleration or by conversion
or redemption in accordance with the terms hereof or of the other Agreements. Notwithstanding anything contained herein, this Note shall
bear interest on the due and unpaid Principal Amount from and after the occurrence and during the continuance of an Event of Default
pursuant to Section 1(j) at the rate (the “Default Rate”) equal to the lower of twenty (20%) per annum or the highest
rate permitted by law. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection
costs, then to unpaid interest and fees and any remaining amount to principal.


 


This
Note may not be prepaid in whole or in part except as otherwise provided herein. Whenever any amount expressed to be due by the terms
of this Note is due on any day which is not a Business Day (as defined below), the same shall instead be due on the next succeeding day
which is a Business Day.


 


For
purposes hereof the following terms shall have the meanings ascribed to them below:


 


“Bankruptcy
Event” means any of the following events: (a) the Company 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 thereof; (b) there is commenced against the Company any such case or proceeding that is not dismissed within 60 days after
commencement; (c) the Company is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding
is entered; (d) the Company 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 days; (e) the Company makes a general assignment for the benefit of creditors; (f) the Company
fails to pay, or states that it is unable to pay or is unable to pay, its debts generally as they become due; (g) the Company calls a
meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or (h) the Company, 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.


 


“Business
Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York are authorized
or required by law or executive order to remain closed.


 


“Change
in Control Transaction” will be deemed to exist if (i) there occurs any consolidation, merger or other business combination
of the Company with or into any other corporation or other entity or person (whether or not the Company is the surviving corporation),
or any other corporate reorganization or transaction or series of related transactions in which in any of such events the voting stockholders
of the Company prior to such event cease to own 50% or more of the voting power, or corresponding voting equity interests, of the surviving
corporation after such event (including without limitation any “going private” transaction under Rule 13e-3 promulgated pursuant
to the Exchange Act or tender offer by the Company under Rule 13e-4 promulgated pursuant to the Exchange Act for 20% or more of the Company’s
Common Stock), (ii) there is a replacement of more than one-half of the members of the Company’s Board of Directors which is not
approved by those individuals who are members of the Company’s Board of Directors on the date thereof, (iii) in one or a series
of related transactions, there is a sale or transfer of all or substantially all of the assets of the Company,determined on a consolidated
basis, or (iv) the Company enters into any agreement providing for an event set forth in (i), (ii), (iii) or (iv) above.


 




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“Conversion
Ratio” means, at any time, a fraction, of which the numerator is the entire outstanding Principal Amount of this Note (or
such portion thereof that is being redeemed or repurchased), and of which the denominator is the Conversion Price as of the date such
ratio is being determined.


 


“Conversion
Price” shall be equal to fifty percent (50%) of the lowest trading price of any day during the ten (10) consecutive trading
days prior to the date on which Holder elects to convert all or part of the Note.


 


“Floor
Price” is not applicable


 


“Convertible
Securities” means any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange
for, shares of Common Stock.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


“Market
Price” shall equal the closing sale price per share of the Common Stock on the Principal Market on the Trading Day next
preceding the date on which such price is being determined.


 


“Principal
Amount” shall refer to the sum of (i) the original principal amount of this Note, (ii) all accrued but unpaid interest
hereunder, and (iii) any default payments owing under the Agreements but not previously paid or added to the Principal Amount.


 


“Principal
Market” shall mean the OTC Bulletin Board or such other principal market or exchange on which the Common Stock is then
listed for trading.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Trading
Day” shall mean a day on which there is trading on the Principal Market.


 


“Underlying
Shares” means the shares of Common Stock into which the Note is convertible (including interest or principal payments in
Common Stock as set forth herein) in accordance with the terms hereof.


 


The
following terms and conditions shall apply to this Note:


 


Section
1.00 Conversion.


 


(a) Conversion
Right. Subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at the Holder’s
option, at any time and from time to time to convert the outstanding Principal Amount and Interest under this Note in whole or in part
by delivering to the Company, or directly to Company’s Transfer Agent, a fully executed notice of conversion in the form of conversion
notice attached hereto as Exhibit A (the “Conversion Notice”), which may be transmitted by facsimile.


 




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(b) The
date of any Conversion Notice hereunder and any Payment Date shall be referred to herein as the “Conversion Date”.
If the Holder is converting less than all of the outstanding Principal Amount hereunder pursuant to a Conversion Notice, the Company
shall promptly deliver to the Holder (but no later than five Trading Days after the Conversion Date) a Note for such outstanding Principal
Amount as has not been converted if this Note has been surrendered to the Company for partial conversion. The Holder and the Company
shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments
or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this
Note upon each such conversion or repayment.


 


(i) Stock
Certificates or DWAC. The Company will deliver to the Holder, or Holder’s authorized designee) not later than two (2) Trading
Days after the Conversion Date, a certificate or certificates (which certificate(s) shall be free of restrictive legends and trading
restrictions) representing the number of shares of Common Stock being acquired upon the conversion of this Note. In lieu of delivering
physical certificates representing the shares of Common Stock issuable upon conversion of this Note, provided the Company’s transfer
agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”)
program, upon request of the Holder, the Company shall use commercially reasonable efforts to cause its transfer agent to electronically
transmit such shares issuable upon conversion to the Holder (or its designee), by crediting the account of the Holder’s (or such
designee’s) prime broker with DTC through its Deposits and Withdrawal at Custodian (DWAC) program (provided that the same time
periods herein as for stock certificates shall apply). If in the case of any conversion hereunder, such certificate or certificates are
not delivered to or as directed by the Holder by the fifth Trading Day after the Conversion Date, the Holder shall be entitled by notice
to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which
event the Company shall immediately return this Note tendered for conversion.


 


If
the Company fails to deliver to the Holder such certificate or certificates (or shares through DTC) pursuant to this Section (free of
any restrictions on transfer or legends) in accordance herewith, prior to the third Trading Day after the Conversion Date, the Company
shall pay to the Holder as liquidated damages, in cash, an amount equal to One Thousand Dollars ($1000) per day, until such certificate
or certificates are delivered. Such liquidated damages will be added to the principal value of the Note. The Company acknowledges that
it would be extremely difficult or impracticable to determine Tangiers’ actual damages and costs resulting from the delay in making
delivery of the unrestricted stock certificate and the inclusion herein of any such additional amounts are the agreed upon liquidated
damages representing a reasonable estimate of those damages and costs and do not constitute a penalty.


 




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(c)
Conversion Price Adjustments.




 


(i) Stock
Dividends, Splits and Combinations. If the Company or any of its subsidiaries, at any time while this First Note is outstanding (A)
shall pay a stock dividend or otherwise make a distribution or distributions on any equity securities (including instruments or securities
convertible into or exchangeable for such equity securities) in shares of Common Stock, (B) subdivide outstanding Common Stock into a
larger number of shares, or (C) combine outstanding Common Stock into a smaller number of shares, then each Affected Conversion Price
(as defined below) shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding
before such event and the denominator of which shall be the number of shares of Common Stock outstanding 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
or combination.


 


(ii) Distributions.
If the Company or any of its subsidiaries, at any time while the Note is outstanding, shall distribute to all holders of Common Stock
evidences of its indebtedness or assets or cash or rights or warrants to subscribe for or purchase any security of the Company or any
of its subsidiaries (excluding those referred to in the Section above), then concurrently with such distributions to holders of Common
Stock, the Company shall distribute to the Holder the amount of such indebtedness, assets, cash or rights or warrants which the Holder
would have received had the Note been converted into Common Stock at the Conversion Price immediately prior to the record date for such
distribution.


 


(iii) Rounding
of Adjustments. All calculations under this Section 1 or any other provision of this Note shall be made to 4 decimal places for dollar
amounts or the nearest 1/100th of a share, as the case may be.


 


 (iv) Notice of Certain Events. If:




 


	 	A.	the
    Company shall declare a dividend (or any other distribution) on its Common Stock; or
	 	B.	the
    Company shall declare a special nonrecurring cash dividend on or a redemption of its Common Stock; or
	 	C.	the
    Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares
    of capital stock of any class or of any rights; or
	 	D.	the
    approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock of the
    Company, 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, of any compulsory share of 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;


 




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then
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 mailed to the Holder at its last address as it shall appear upon the books of the Company, on or prior to the date notice to the Company’s
stockholders generally is given, 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 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 Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange.


 


(d) Reservation
and Issuance of Underlying Securities. The Company covenants that it will at all times reserve and keep available out of its authorized
and unissued Common Stock solely for the purpose of issuance upon conversion of this Note (including repayments in stock), free from
preemptive rights or any other actual contingent purchase rights of persons other than the Holder, not less than three times (3x)
the number of shares of Common Stock as shall be issuable (taking into account the adjustments under this Section 1 but without regard
to any ownership limitations contained herein) upon the conversion of this Note hereunder in Common Stock (including repayments in stock).
The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued,
fully-paid, non-assessable and freely-tradable. The Company agrees that this is a material term of this Note.


 


(e) Charges,
Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the conversion of this Note (including repayment in
stock) shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance
of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name
of the Holder or in such name or names as may be directed by the Holder.


 


(f) Cancellation.
After all of the Principal Amount (including accrued but unpaid interest and default payments at any time owed on this Note) have been
paid in full or converted into Common Stock, this Note shall automatically be deemed canceled and the Holder shall promptly surrender
the Note to the Company at the Company’s principal executive offices.


 




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(g) Conversion
Limitation. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired
by the Holder upon conversion pursuant to the terms hereof shall not exceed a number that, when added to the total number of shares of
Common Stock deemed beneficially owned by the Holder (other than by virtue of the ownership of securities or rights to acquire securities
(including this Note) that have limitations on the Holder’s right to convert, exercise or purchase similar to the limitation set
forth herein), together with all shares of Common Stock deemed beneficially owned at such time (other than by virtue of the ownership
of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation
set forth herein) by the Holder’s “affiliates” at such time (as defined in Rule 144 of the Act) (“Aggregation
Parties”) that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange
Act of 1934 as amended, exists, would exceed 4.9% of the total issued and outstanding shares of the Common Stock (the “Restricted
Ownership Percentage”) unless the Holder elects to exceed said percentage amount, as noted below. The Holder shall have
the right (w) at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company
and (x) (subject to waiver) at any time and from time to time, to increase its Restricted Ownership Percentage immediately in the event
of the announcement as pending or planned, of a Change in Control Transaction.


 


Section
2.00 Defaults and Remedies.


 


(h) Events
of Default. Events of Default. An “Event of Default” is: (i) a default in payment of any amount due
hereunder which default continues for more than two (2) business days after the due date thereof; (ii) a default in the timely
issuance of Underlying Shares upon and in accordance with terms hereof, which default continues for two (2) Business Days after the
Company has received notice informing the Company that it has failed to issue shares or deliver stock certificates within the second
(2nd) day following the Conversion Date; (iii) failure by the Company for two (2) days after notice has been received by
the Company to comply with any material provision of the Exchange Agreement (including without limitation the failure to issue the
requisite number of shares of Common Stock upon conversion hereof and the failure to redeem Notes upon the Holder’s request
following a Change in Control Transaction pursuant to Section 1(c); (iv) any default after any cure period under, or acceleration
prior to maturity of, any mortgage, indenture or instrument under which there may be issued or by which there may be secured or
evidenced any indebtedness for money borrowed by the Company in excess of $50,000 or for money borrowed the repayment of
which is guaranteed by the Company in excess of $50,000, whether such indebtedness or guarantee now exists or shall be created
hereafter; (v) any failure of the Company to satisfy its “filing” obligations under the rules and guidelines issued by
OTC Markets News Service, OTC Markets.com and their affiliates; (vi) any failure of the Company to issue all of the shares of the
Company’s Common Stock due the Holder upon conversion of this Note; (vii) failure to have sufficient number of authorized but
unissued shares of the Company’s Common Stock available for any said conversion; (ix) any delisting for any reason; (viii) any
trading suspension imposed by the Securities and Exchange Commission under Sections 12(j) or 12(k) of the 1934 Act; or (x) if the
Company is subject to any Bankruptcy Event.


 


(k) Remedies.
If an Event of Default occurs and is continuing with respect to the Note, the Holder may declare all of the then outstanding Principal
Amount of this Note, including any interest due thereon, to be due and payable immediately, except that in the case of an Event of Default
arising from events described in Section 2(h), this Note shall become due and payable without further action or notice. In the event
of such acceleration, the amount due and owing to the Holder shall be the 100% of the outstanding Principal Amount of the Notes held
by the Holder plus all accrued and unpaid interest, fees, and liquidated damages, if any. Additionally, this Note shall bear interest
on any unpaid principal from and after the occurrence and during the continuance of an Event of Default pursuant to Section 2(h) at the
Default Rate. Finally, the Note will accrue liquidated damages of two hundred fifty dollars ($250) per day from and after the occurrence
and during the continuance of an Event of Default pursuant to Section 2(h). The Company acknowledges that it would be extremely difficult
or impracticable to determine Tangiers’ actual damages and costs resulting from the delay in making delivery of the unrestricted
stock certificate and the inclusion herein of any such additional amounts are the agreed upon liquidated damages representing a reasonable
estimate of those damages and costs and do not constitute a penalty. The remedies under this Note shall be cumulative and added to the
principal value of the Note.


 




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Section
3.00 General.


 


(i)
Payment of Expenses. The Company agrees to pay all reasonable charges and expenses, including attorneys’ fees and expenses,
which may be incurred by the Holder in successfully enforcing this Note and/or collecting any amount due under this Note.




 


(j) Savings
Clause. In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid
or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible,
and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby. In
no event shall the amount of interest paid hereunder exceed the maximum rate of interest on the unpaid principal balance hereof allowable
by applicable law. If any sum is collected in excess of the applicable maximum rate, the excess collected shall be applied to reduce
the principal debt. If the interest actually collected hereunder is still in excess of the applicable maximum rate, the interest rate
shall be reduced so as not to exceed the maximum allowable under law.


 


(k) Amendment.
Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the
Company and the Holder.


 


(l) Assignment,
Etc. The Holder may assign or transfer this Note to any transferee only with the prior written consent of the Company, which may
not be unreasonably withheld or delayed, provided that (i) the Holder may assign or transfer this Note to any of such Holder’s
affiliates without the consent of the Company and (ii) upon any Event of Default, the Holder may assign or transfer this Note without
the consent of the Company. The Holder shall notify the Company of any such assignment or transfer promptly. This Note shall be binding
upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.


 


(m) No
Waiver. No failure on the part of the Holder to exercise, and no delay in exercising any right, remedy or power hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise by the Holder of any right, remedy or power hereunder preclude any other
or future exercise of any other right, remedy or power. Each and every right, remedy or power hereby granted to the Holder or allowed
it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Holder from time to time.


 




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(n)
Governing Law; Jurisdiction.




 


(i) Governing
Law. THIS NOTE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ANY CONFLICTS
OF LAWS PROVISIONS THEREOF THAT WOULD OTHERWISE REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.


 


(ii) Jurisdiction.
Any dispute or claim arising to or in any way related to this Note or the rights and obligations of each of the parties hereto shall
be settled by binding arbitration in San Diego, California. All arbitration shall be conducted in accordance with the rules and regulations
of the American Arbitration Association (“AAA”). AAA shall designate an arbitrator from an approved list of arbitrators following
both parties’ review and deletion of those arbitrators on the approved list having a conflict of interest with either party. Each
party shall pay its own expenses associated with such arbitration. A demand for arbitration shall be made within a reasonable time after
the claim, dispute or other matter has arisen and in no event shall such demand be made after the date when institution of legal or equitable
proceedings based on such claim, dispute or other matter in question would be barred by the applicable statutes of limitations. The decision
of the arbitrators shall be rendered within 60 days of submission of any claim or dispute, shall be in writing and mailed to all the
parties included in the arbitration. The decision of the arbitrator shall be binding upon the parties and judgment in accordance with
that decision. The Company agrees that the service of process upon it mailed by certified or registered mail (and service so made shall
be deemed complete three days after the same has been posted as aforesaid) or by personal service shall be deemed in every respect effective
service of process upon it in any such suit or proceeding. Nothing herein shall affect the Holder’s right to serve process in any
other manner permitted by law. The Company agrees that a final non-appealable judgement in any such suit or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on such judgment or in any other lawful manner.


 


(II)
NO JURY TRIAL. THE COMPANY HERETO KNOWINGLY AND VOLUNTARILY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT
TO ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS NOTE.


 


(o) Replacement
Notes. This Note may be exchanged by the Holder at any time and from time to time for a Note or Notes with different denominations
representing an equal aggregate outstanding Principal Amount, as reasonably requested by the Holder, upon surrendering the same. No service
charge will be made for such registration or exchange. In the event that Holder notifies the Company that this Note has been lost, stolen
or destroyed, a replacement Note identical in all respects to the original Note (except for registration number and Principal Amount,
if different than that shown on the original Note), shall be issued to the Holder, provided that the Holder executes and delivers to
the Company an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with
this Note. If such replacement occurs, the term “Note” as used herein shall be deemed to refer to any such replacement Note.


 


[The
remainder of this page has been left intentionally blank.]


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed on the day and in the year first above written.


 


		COROWARE,
    INC.
	 	 	 
	 	By:	
	 	 	 
	 	Name:	Lloyd
    Spencer
	 	 	 
	 	Title:	President
    and CEO
	 	 	 
	 	Date:	3/8/2013


 


This
Note is acknowledged as: Note of March 9, 2013


 




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EXHIBIT
A


 


FORM
OF CONVERSION NOTICE


 


(To
be executed by the Holder in order to convert that certain $17,000 Promissory Note identified as the Note)


 


	DATE:	 	 	 
	 	 	 
	FROM:	 	Tangiers Investment Group, LLC


 


	 	Re:	$17,000
    Note (this “Note”) originally issued by Coroware, Inc., a Delaware corporation, to Tangiers Investment Group, LLC on
    March 9, 2013.


 


The
undersigned on behalf of Tangiers Investment Group, LLC, hereby elects to convert $_________________________of the
aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.0001
par value per share, of Coroware, Inc. (the “Company”) according to the conditions hereof, as of the date written below.
If shares are to be issued in the name of a person other than 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. The undersigned
represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the
undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note.


 


	Conversion
    information:	 	 
	 	 	Date
    to Effect Conversion
	 	 	 
	 	 	 
	 	 	Aggregate
    Principal Amount of Note Being Converted
	 	 	 
	 	 	 
	 	 	Aggregate
    Interest on Amount Being Converted
	 	 	 
	 	 	 
	 	 	Number
    of Shares of Common Stock to be Issued
	 	 	 
	 	 	 
	 	 	Applicable
    Conversion Price
	 	 	 
	 	 	 
	 	 	Signature
	 	 	 
	 	 	 
	 	 	Name
	 	 	 
	 	 	 
	 	 	Address


 




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