Exhibit
10.58


 


THIS
NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF TIDS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)


 


us
$20,625.00


 


COROWARE,
INC.


12%
CONVERTIBLE REDEEMABLE NOTE


DUE JANUARY 7, 2016


 


FOR
VALUE RECEIVED, CoroWare, Inc. (the “Company”) promises to pay to the order of LG CAPITAL FUNDING, LLC and its authorized
successors and permitted assigns (“Holder”), the aggregate principal face amount of Twenty Thousand Six Hundred Twenty
Five Hundred Dollars exactly (U.S. $20,625.00) on January 7, 2016 (“Maturity Date”) and to pay interest on the principal
amount outstanding hereunder at the rate of 12% per annum commencing on January 7, 2015. This Note contains a 25% original issue discount
such that the purchase price of the note is $16,500. The interest will be paid to the Holder in whose name this Note is registered on
the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable
at 1218 Union Street, Suite #2, Brooklyn, NY 11225, initially, and if changed, last appearing on the records of the Company as designated
in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon
this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by
check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check
or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal
on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined
below) pursuant to paragraph 4(b) herein.


 



    	 



    	 



    




 


This
Note is subject to the following additional provisions:


 


 1. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith.



 


2.
The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.


 


3.
This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (“Act”) and
applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to
due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is
duly registered on the Company’s records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither
the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the
right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective
transferee of this Note, also is required to give the Company written confirmation that this Note is being converted (“Notice
of Conversion”) in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such
Notice of Conversion shall be the Conversion Date.


 


4.
(a) The Holder of this Note is entitled, at its option, at any time after 180 days, to convert all or any amount of the principal face
amount of this Note then outstanding into shares of the Company’s common stock (the “Common Stock”) without
restrictive legend of any nature, at a price (“Conversion Price”) for each share of Common Stock equal to 45%
of the lowest closing bid price of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which
the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future (“Exchange”),
for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company
(provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern
Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered
within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the
shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Once the Holder has
received such shares of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing such Holder’s
intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued, but unpaid
interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion,
but the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences a DTC “Chill”
on its shares, the conversion price shall be decreased to 35% instead of 45% while that “Chill” is in effect. In no event
shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially
owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.


 



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(b)
Interest on any unpaid principal balance of this Note shall be paid at the rate of 12% per annum. Interest shall be paid by the Company
in Common Stock (“Interest Shares”). Holder may, at any time, send in a Notice of Conversion to the Company for Interest
Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion
of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.


 


(c)
During the first 180 days after the Note has been issued, it may be prepaid at 150% of the face amount plus any accrued interest. This
Note may not be prepaid after the 180th day. The redemption must be closed and paid for within 3 business days of the Company
sending the redemption demand or the redemption will be invalid and the Company may not redeem this Note.


 


(d)
Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related
transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock,
other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another
person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction
of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely
into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a “Sale Event”), then, in each case,
the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest
through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together
with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.


 


(e)
In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with which
this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall
have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other
securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation
or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same
Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive
Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the
Board of Directors of the Company or successor person or entity acting in good faith.


 


5.
No provision of this Note shall alter or impair the obligation of the Com- pany, which is absolute and unconditional, to pay the principal
of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.


 


6.
The Company hereby expressly waives demand and presentment for pay- ment, notice of non-payment, protest, notice of protest, notice of
dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder
and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.


 



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7.
The Company agrees to pay all costs and expenses, including reasonable attorneys’ fees and expenses, which may be incurred by the
Holder in collecting any amount due under this Note.


 


 8. If one or more of the following described “Events of Default” shall occur:



 


(a)
The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company;
or


 


(b)
Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore
or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities
Purchase Agreement under which this note was issued shall be false or misleading in any respect; or


 


(c)
The Company shall fail to perform or observe, in any respect, any cove- nant, term, provision, condition, agreement or obligation of
the Company under this Note or any other note issued to the Holder; or


 


(d)
The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment
for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee,
liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent
to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws
as applicable; or


 


(e)
A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its
consent and shall not be discharged within sixty (60) days after such appointment; or


 


(f)
Any governmental agency or any court of competent jurisdiction at the in- stance of any governmental agency shall assume custody or control
of the whole or any substantial portion of the properties or assets of the Company; or


 


(g)
One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the
aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated,
unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale
thereunder; or


 


(h)
The Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered
and failed to cure such default within the appropriate grace period; or


 



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(i)
The Company shall have its Common Stock delisted from an exchange (including the OTCBB exchange) or, if the Common Stock trades on an
exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days;


 


G)
If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;


 


(k)
The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business
days of its receipt of a Notice of Conversion; or


 


(1)
The Company shall not replenish the reserve set forth in Section 12, with- in 3 business days of the request of the Holder.


 


(m)
The Company shall not be “current” in its filings with the Securities and Exchange Commission; or


 


(n)
The Company shall lose the “bid” price for its stock in a market (including the OTCQB marketplace or other exchange).


 


Then,
or at any time thereafter, unless cured within 5 days, and in each and every such case, unless such Event of Default shall have been
waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder
and in the Holder’s sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand,
protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein
or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration
of any period of grace, enforce any and all of the Holder’s rights and remedies provided herein or any other rights or remedies
afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious
or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the
penalty shall be $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered
to the Company. This penalty shall increase to $500 per day beginning on the 10th day. The penalty for a breach of Section
8(n) shall be an increase of the outstanding principal amounts by 20%. In case of a breach of Section 8(i), the outstanding principal
due under this Note shall increase by 50%. If this Note is not paid at maturity, the outstanding principal due under this Note shall
increase by 10%.


 


If
the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an
attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and
other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.


 



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Make-Whole
for Failure to Deliver Loss. At the Holder’s election, if the Company fails for any reason to deliver to the Holder the conversion
shares by the by the 3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder incurs a Failure
to Deliver Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect
of the Failure to Deliver Loss and the Company must make the Holder whole as follows:


 


Failure
to Deliver Loss= [(High trade price at any time on or after the day of exercise) x (Number of conversion shares)]


 


The
Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the
time of the Holder’s written notice to the Company.


 


9.
In case any provision of this Note is held by a court of competent jurisdic- tion 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.


 


10.
Neither this Note nor any term hereof may be amended, waived, dis- charged or terminated other than by a written instrument signed by
the Company and the Holder.


 


11.
The Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously
has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information indicating
it is no longer a “shell issuer. Further. The Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to
allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.


 


12.
The Company shall issue irrevocable transfer agent instructions reserving 1,000,000,000 shares of its Common Stock for conversions under
this Note (the “Share Reserve”). The reserve shall be replenished as needed to allow for conversions of this Note. Upon
full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all costs associated
with issuing and delivering the shares. The company should at all times reserve a minimum of four times the amount of shares required
if the note would be fully converted. The Holder may reasonably request increases from time to time to reserve such amounts.


 


13.
The Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits, recapitalizations
etc. This notice shall be given to the Holder as soon as possible under law.


 


14.
This Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed
within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby
mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York. This Agreement may
be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.


 



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IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.


 


Dated:


 


	 	COROWARE,
    INC.
	 	 
	 	By	
	 	Title:
    	President
    and CEO


 



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EXHIBIT
A


 


NOTICE
OF CONVERSION


 


(To
be Executed by the Registered Holder in order to Convert the Note)


 


The
undersigned hereby irrevocably elects to convert $___________ of the above Note into ___________ Shares of Common Stock of CoroWare,
Inc. (“Shares”) according to the conditions set forth in such Note, as of the date written below.


 


If
Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and
charges payable with respect thereto.


 


Date
of Conversion: _______________________________________________________


Applicable
Conversion Price: ________________________________________________


Signature:
______________________________________________________________


[Print
Name of Holder and Title of Signer]


	Address:	______________________________________________________________
	 	______________________________________________________________




 


SSN
or EIN: ___________________________


Shares
are to be registered in the following name: _____________________________________________


 


Name: ______________________________________________________


Address: ____________________________________________________


Tel: _____________________________________________


Fax:
 _____________________________________________


SSN
or EIN:  _______________________________________


 


Shares
are to be sent or delivered to the following account:


 


Account
Name: ___________________________________________________________


Address:
 ________________________________________________________________


 



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