Exhibit
10.61


 


NEITHER
THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”) OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE
IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT AND SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.


 


CONVERTIBLE
PROMISSORY NOTE


 


	Principal
    Amount: $5,000.00	 	Issue
    Date: February 21, 2014 
	 	 	 
	 	 	Maturity
    Date: September 2l, 2014


 


For
good and valuable consideration, COROWARE, INC., a Delaware corporation (“Maker”), hereby makes and delivers
this Promissory Note (this “Note”) in favor of Blackbridge Capital, LLC, or its assigns (“Holder”),
and hereby agrees as follows:


 


ARTICLE
I.


PRINCIPAL
AND INTEREST


 


Section
1.1 For value received, Maker promises to pay to Holder at such place as Holder or its assigns may designate in writing, in currently
available funds of the United States, the principal sum of Five Thousand Dollars. Maker’s obligation under this Note shall
accrue interest at the rate of Eight (8.0%) per annum from the date hereof until paid in full. Interest shall be computed
on the basis of a 365-day year or 366-day year, as applicable and actual days lapsed. Accrual of interest shall commence on the first
business day to occur after the Issue Date and continue until payment in full of the principal sum has been made or duly provided for.


 


Section
1.2


 


a.
All payments shall be applied fust to interest, then to principal and shall be credited to the Maker’s account on
the date that such payment is physically received by the Holder.


 


b.
All principal and accrued interest then outstanding shall be due and payable by the Maker to the Holder on or before February 21,
2014 (the “Maturity Date”).


 


c.
Maker shall have the right to prepay all or any part of the principal under this Note.


 


d.
This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive
rights or other similar rights of shareholders of the Maker and will not impose personal liability upon the holder thereof.


 




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Section
1.3 This Note is issued in exchange solely for Holder’s surrender of the Promissory Notes previously issued by Maker, and subsequently
acquired by Holder, as specifically listed on Schedule A hereto, each of which represents amounts due and owing by Maker to the
original holder thereof as of at least one (1) year prior to the date of this Note, and for no other consideration from Holder. All obligations
of Maker to Holder, as represented in the Promissory Notes listed in Schedule A hereto, are replaced and superseded in their entirety
by the terms of this Note.


 


ARTICLE
II.


CONVERSION
RIGHTS; CONVERSION PRICE


 


Section
2.1  Conversion. The Holder or its assigns shall have the right, from time to time, commencing on the Issuance Date of
this Note, to convert any part of the outstanding interest or Principal Amount of this Note into fully paid and non-assessable shares
of Common Stock of the Maker (the “Conversion Stock”) at the Conversion Price determined as provided herein. Promptly after
delivery to Maker of a Notice of Conversion of Convertible Note in the form attached hereto as Exhibit 1, properly completed and
duly executed by the Holder or its assigns (a “Conversion Notice”), the Maker shall issue and deliver to or upon the order
of the Holder that number of shares of Common Stock for the that portion of this Note to be converted as shall be determined in accordance
herewith.


 


No
fraction of a share or scrip representing a fraction of a share will be issued on conversion, but the number of shares issuable shall
be rounded to the nearest whole share. The date on which Notice of Conversion is given (the “Conversion Date”) shall be deemed
to be the date on which the Holder faxes or emails the Notice of Conversion duly executed to the Maker. Certificates representing Common
Stock upon conversion will be- delivered to the Holder within five (5) trading days from the date the Notice of Conversion is delivered
to the -Maker. Delivery of shares upon conversion shall be made to the address specified by the Holder or its assigns in the Notice of
Conversion.


 


Section
2.2. Conversion Price. Upon any conversion of this Note, the conversion price shall equal the Variable Conversion Price (as
defined herein) (subject to equitable adjustments for combinations, recapitalization, reclassifications, extraordinary distributions
and similar events). The “Variable Conversion Price” shall mean 60% multiplied by the Market Price (as defined herein) (representing
a discount rate of 55%). “Market Price” means the lowest of the daily VWAPs Trading Price (as defined below) for the Common
Stock during the thirty (30) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading
Price” means, for any security as of any date, the intraday price on the OTC Bulletin Board, or other applicable trading market
(the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to Maker
and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the intraday price of such security
on the principal securities exchange or trading market where such security is listed or traded. If the Trading Price cannot be calculated
for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined
by the Maker and the holders of a majority in interest of the Note being converted for which the calculation of the Trading Price is
required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock
is tractable for any period on the OTCBB, or on the principal securities exchange or other securities market on which the Common Stock
is then being traded.


 




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Section
2.3. Reorganization, Reclassification. Merger, Con olidation or Disposition of Assets. In case the Maker shall reorganize
its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Maker is not the surviving
corporation or where there is a change in or distribution with respect to the Common Stock of the Maker), or sell, transfer or otherwise
dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization,
reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or
any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase
rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be
received by or distributed to the holders of Common Stock of the Maker, then Holder shall have the right thereafter to receive, upon
conversion of this Note, the number of shares of common stock of the successor or acquiring corporation or of the Maker, if it is the
surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation
or disposition of assets by a holder of the number of shares of Common Stock into which this Note is convertible immediately prior to
such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring
corporation (if other than the Maker) shall expressly assume the due and punctual observance and performance of each and every covenant
and condition of this Note to be performed and observed by the Maker and all the obligations and liabilities hereunder, subject to such
modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Maker) in order
to provide for adjustments of the number of shares of common stock into which this Note is convertible which shall be as nearly equivalent
as practicable to the adjustments provided for in this Section 2.3(a). For purposes of this Section 2.3(a), “common stock of the
successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends
or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences
of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately
or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase
any such stock. The foregoing provisions of this Section 2.3(a) shall similarly apply to successive reorganizations, reclassifications,
mergers, consolidations or disposition of assets.


 


Section
2.4. Restrictions on Securities. This Note has been issued by the Maker pursuant to the exemption from registration under
the Securities Act of 1933, as amended (the “Act”). None of this Note or the shares of Common Stock issuable upon conversion
of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act and applicable
state securities laws or (ii) the Maker shall have been furnished with an opinion of legal counsel (in form, substance and scope reasonably
acceptable to Maker) to the effect that such sale or transfer is exempt from the registration requirements of the Act. Each certificate
for shares of Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant
to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate:


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SECURITIES REPRESENTED
HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS,
OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.


 






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Upon
the request of a holder of a certificate representing any shares of Common Stock issuable upon conversion of this Note, the Maker shall
remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend, if (a) with such
request, the Maker shall have received an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scope, to the
effect that any such legend may be removed from such certificate or


(b)
a registration statement under the Act covering such securities is in effect.


 


Section
2.5. Reservation of Common Stock.


 


(a)
The Maker covenants that during the period the Note is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient
number of shares to provide for the issuance of Common Stock of the Maker upon the Conversion of the Note. The Maker further covenants
that its issuance of this Note shall constitute full authority to its officers who are charged with the duty of executing stock certificates
to execute and issue the necessary certificates for shares of Common Stock of the Maker issuable upon the conversion of this Note. The
Maker will take all such reasonable action as may be necessary to assure that such shares of Common Stock may be issued as provided herein
without violation of any applicable law or regulation, or of any requirements of the OTC Bulletin Board (or such other principal market
upon which the Common Stock of the Maker may be listed or quoted).


 


(b)
The Maker shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms of this Note, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment.
Without limiting the generality of the foregoing, the Maker will (a) not increase the par value of any shares of Common Stock issuable
upon the conversion of this Note above the amount payable therefor upon such conversion immediately prior to such increase in par value,
(b) take all such action as may be necessary or appropriate in order that the Maker may validly and legally issue fully paid and nonassessable
shares of Common Stock upon the conversion of this Note, and (c) use its best efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Maker to perform its obligations
under this Note.


 




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(c)
Upon the request of Holder, the Maker will at any time during the period this Note is outstanding acknowledge in writing, in form reasonably
satisfactory to Holder, the continuing validity of this Note and the obligations of the Maker hereunder.


 


(d)
Before taking any action which would cause an adjustment reducing the current Conversion Price below the then par value, if any, of the
shares of Common Stock issuable upon conversion of the Notes, the Maker shall take any corporate action which may be necessary in order
that the Maker may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Conversion Price.


 


(e)
Before taking any action which would result in an adjustment in the number of shares of Common Stock into which this Note is convertible
or in the Conversion Price, the Maker shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.


 


(f)
If at any time the Maker does not have a sufficient number of authorized and available shares of Common Stock for issuance upon conversion
of the Note, then the Maker shall call and hold a special meeting of its stockholders within forty-five (45) days of that time for the
sole purpose of increasing the number of authorized shares of Common Stock.


 


ARTICLE
III.


REPRESENTATIONS
AND WARRANTIES


 


Section
3.1. The Holder represents and warrants to the Maker:


 


(a)
The Holder of this Note, by acceptance hereof, agrees that this Note is being acquired for investment and that such Holder will not offer,
sell or otherwise dispose of this Note or the Common Stock issuable upon conversion hereof except under circumstances that will not result
in a violation of the Act or any application state securities laws or similar laws relating to the sale of securities;


 


(b)
That Holder understands that none of this Note or the Common Stock issuable upon conversion hereof have been registered under the Securities
Act of 1933, as amended (the “Act”), in reliance upon the exemptions from the registration provisions of the Act and any
continued reliance on such exemption is predicated on the representations of the Holder set forth herein;


 


(c)
Holder (i) has adequate means of providing for his current needs and possible contingencies, (ii) has no need for liquidity in this investment,
(iii) is able to bear the substantial economic risks of an investment in this Note for an indefinite period, (iv) at the present time,
can afford a complete loss of such investment, and (v) does not have an overall commitment to investments which are not readily marketable
that is disproportionate to Holder’s net worth, and Holder’s investment in this Note will not cause such overall commitment
to become excessive;


 




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(d)
Holder is an “accredited investor” (as defined in Regulation D promulgated under the Act) and the Holder’s total
investment in this Note does not exceed 10% of the Holder’s net worth; and


 


(e)
Holder recognizes that an investment in the Maker involves significant risks and only investors who can afford the loss of their entire
investment should consider investing in the Maker and this Note.


 


Section
3.2 The Maker represents and warrants to Holder:


 


(a)
Organization and Qualification. The Maker and each of its Subsidiaries (as defined below), if any, is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate
and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated
and conducted. The Maker and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing
in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification
necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse
Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Maker or
its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered
into in connection herewith. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated,
in which the Maker owns, directly or indirectly, any equity or other ownership interest.


 


(b) Authorization;
Enforcement. (i) The Maker has all requisite corporate power and authority to enter into and perform this Note and to consummate
the transactions contemplated hereby and thereby and to issue the Common Stock, in accordance with the terms hereof, (ii) the
execution and delivery of this Note by the Maker and the consummation by it of the transactions contemplated hereby and thereby
(including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Common Stock issuable
upon conversion or exercise hereof) have been duly authorized by the Maker’s Board of Directors and no further consent or
authorization of the Maker, its Board of Directors, or its shareholders is required, (iii) this Note has been duly executed and
delivered by the Maker by its authorized representative, and such authorized representative is the true and official representative
with authority to sign this Note and the other documents executed in connection herewith and bind the Maker accordingly, and (iv)
this Note constitutes, a legal, valid and binding obligation of the Maker enforceable against the Maker in accordance with its
terms.


 


(c)
Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance
with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances
with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Maker
and will not impose personal liability upon the holder thereof.


 




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(d)
Acknowledgment of Dilution. The Maker understands and acknowledges the potentially dilutive effect to the Common Stock upon the
issuance of the Conversion Shares upon conversion of this Note. The Maker further acknowledges that its obligation to issue Conversion
Shares upon conversion of this Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the
ownership interests of other shareholders of the Maker.


 


ARTICLE
IV.


EVENTS OF DEFAULT


 


Section
4.1. Default. The following events shall be defaults under this Note: (“Events of Default”):


 


(a)
default in the due and punctual payment of all or any part of any payment of interest or the Principal Amount as and when such amount
or such part thereof shall become due and payable hereunder; or


 


(b)
failure on the part of the Maker duly to observe or perform in all material respects any of the covenants or agreements on the part of
the Maker contained herein (other than those covered by clause (a) above) for a period of 10 business days after the date on which written
notice specifying such failure, stating that such notice is a “Notice of Default” hereunder and demanding that the Maker
remedy the same, shall have been given by the Holder by registered or certified mail, return receipt requested, to the Maker; or


 


(c)
any representation, warranty or statement of fact made by the Maker herein when made or deemed to have been made, false or misleading
in any material respect; provided, however, that such failure shall not result in an Event of Default to the extent it is corrected
by the Maker within a period of 5 business days after the date on which written notice specifying such failure, stating that such notice
is a “Notice of Default” hereunder and demanding that the Maker remedy same, shall have been given by the Holder by registered
or certified mail, return receipt requested; or


 


(d)
any of the following actions by the Maker pursuant to or within the meaning title 11, U.S. Code or any similar federal or state law for
the relief of debtors (collectively, the “Bankruptcy Law”): (A) commencement of a voluntary case or proceeding, (B) consent
to the entry of an order for relief against it in an involuntary case or proceeding, (C) consents to the appointment of a receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law (each, a “Custodian”), of it or for all or substantially
all of its property, (D) a general assignment for the benefit of its creditors, or (E) admission in writing its inability to pay its
debts as the same become due; or


 


(e)
entry by a court of competent jurisdiction of an order or decree under any Bankruptcy Law that: (A) is for relief against the Maker in
an involuntary case, (B) appoints a Custodian of the Maker or for all or substantially all of the property of the Maker, or (C) orders
the liquidation of the Maker, and such order or decree remains unstayed and in effect for 60 days.


 




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Section
4.2. Remedies Upon Default. Upon the occurrence of an event of default by Maker under this Note or at any time before default
when the Holder reasonably feels insecure, then, in addition to all other rights and remedies at law or in equity, Holder may exercise
any one or more of the following rights and remedies:


 


a.
Accelerate the time for payment of all amounts payable under this Note by written notice thereof to Maker, whereupon all such amounts
shall be immediately due and payable.


 


b.
Pursue any other rights or remedies available to Holder at law or in equity.


 


Section
4.3. Payment of Costs. The Maker shall reimburse the Holder, on demand, for any and all reasonable costs and expenses, including
reasonable attorneys’ fees and disbursement and court costs, incurred by the Holder in collecting or otherwise enforcing this Note
or in attempting to collect or enforce this Note.


 


Section
4.4. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. No right or remedy herein conferred upon or
reserved to the Holder is intended to be exclusive of any other right or remedy available to Holder under applicable law, and every such
right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder
or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. No delay or omission of the Holder
to exercise any right or power accruing upon any Default occurring and continuing as aforesaid shall impair any such right or power or
shall be construed to be a waiver of any such Default or an acquiescence therein; and every power and remedy given by this Note or by
law may be exercised from time to time, and as often as shall be deemed expedient, by the Holder.


 


Section
4.5. Waiver of Past Defaults. The Holder may waive any past default or Event of Default hereunder and its consequences but
no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.


 


Section
4.6. Waiver of Presentment etc. The Maker hereby waives presentment, demand, notice, protest and all other demands and notices
in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically provided herein.


 






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ARTICLEV.


MISCELLANEOUS


 


Section
5.1. Notices. Any notice herein required or permitted to be given shall be in writing and may be personally served or delivered
by courier or sent by United States mail and shall be deemed to have been given upon receipt if personally served (which shall include
telephone line facsimile transmission) or sent by courier or three (3) days after being deposited in the United States mail, certified,
with postage pre-paid and properly addressed, if sent by mail. For the purposes hereof, the address of the Holder shall be 79 Chestnut
Avenue. Closter, New Jersey 07624 ; and the address of the Maker shall be 460 Park Avenue, 17th Floor. New York, NY 10022. Both the Holder
or its assigns and the Maker may change the address for service by delivery of written notice to the other as herein provided.





 


Section
5.2. Amendment. This Note and any provision hereof may be amended only by an instrument in writing signed by the Maker and
the Holder.


 


Section
5.3. Assignability. This Note shall be binding upon the Maker and its successors and assigns and shall inure to be the benefit
of the Holder and its successors and assigns; provided, however, that so long as no Event of Default has occurred, this Note shall only
be transferable in whole subject to the restrictions contained in the restrictive legend on the first page of this Note.


 


Section
5.4. Governing Law. This Note shall be governed by the internal laws of the State of Delaware, without regard to conflicts
of laws principles.


 


Section
5.5.  Replacement of Note. The Maker covenants that upon receipt by the Maker of evidence reasonably satisfactory to
it of the loss, theft, destruction or mutilation of this Note, and in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it (which shall not include the posting of any bond), and upon surrender and cancellation of such Note, if mutilated,
the Maker will make and deliver a new Note of like tenor.


 


Section
5.6. This Note shall not entitle the Holder to any of the rights of a stockholder of the Maker, including without limitation, the
right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholder or any
other proceedings of the Maker, unless and to the extent converted into shares of Common Stock in accordance with the terms hereof.


 


Section
5.7. Severability. 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.


 


Section
5.8. Headings. The headings of the sections of this Note are inserted for convenience only and do not affect the meaning of
such section.


 


Section
5.9. Counterparts. This Note may be executed in multiple counterparts, each of which shall be an original, but all of which
shall be deemed to constitute one instrument.


 




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IN
WITNESS WHEREOF, with the intent to be legally bound hereby, the Maker as executed this Note as of the date first written above.


 


	COROWARE,
    INC.	 
	 	 	 
	/s/ Lloyd Spencer	 
	By:	Lloyd
    Spencer.	 
	Its:	CEO	 


 


	Acknowledged
    and Agreed: Blackbridge Capital, LLC.	 
	 	 	 
	/s/ Alexander Dillon	 
	By:	Alexander
    Dillon 	 
	Its:	Partner	 


 




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