Exhibit
10.65


 


Note:
October 11, 2016


 


NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES 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 SUM REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL SUM
AND ACCRUED INTEREST SET FORTH BELOW.


 


0%
FIXED CONVERTIBLE PROMISSORY NOTE


 


OF


 


COROWARE,
INC.


 


Issuance
Date: October 11, 2016


Total
Face Value of Note: $85,000


 


This
Note is a duly authorized Fixed Convertible 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 0% Fixed Convertible Promissory Note due October 20, 2017 (“Maturity Date”) in the
principal amount of $85,000 (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 (the “Holder”) the Principal Sum of
$85,000 (the “Principal Sum”), to the extent such Principal Sum and any other interest, fees, liquidated damages and/or
items due to Holder herein have been repaid or converted into the Company’s Common Stock (the “Common Stock”),
in accordance with the terms hereof. The sum of $75,000 shall be remitted and delivered to the Company, and $10,000 shall be retained
by the Purchaser through an original issue discount (the “OID”).


 


In
the Event of Default pursuant to Section 2.00(a), interest will accrue from the date of the Event of Default at the rate equal to the
lower of 20% per annum or the highest rate permitted by law (the “Default Rate”).


 






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This
Note will become effective only upon the execution by both parties, including the execution of Exhibits B, C, D and E and the Irrevocable
Transfer Agent Instructions (the “Date of Execution”) and delivery of the initial payment of consideration by the
Holder (the “Effective Date”).


 


This
Note may be prepaid by the Company, in whole or in part, at any time. If the Note is in default, per Section 2.00(a) below, the Company
may not prepay the Note without written consent of the Holder.


 


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


 


“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.


 


“Conversion
Price” shall be equal to $.00005 per share.


 


“Principal
Amount” shall refer to the sum of (i) the original principal amount of this Note (including the original issue discount,
prorated if the Note has not been funded in full), (ii) all accrued but unpaid interest hereunder, (iii) any fees due hereunder, (iv)
liquidated damages, and (v) any default payments owing under the Note, in each case previously paid or added to the Principal Amount.


 


“Principal
Market” shall refer to the primary exchange on which the Company’s common stock is traded or quoted.


 


“Trading
Day” shall mean a day on which there is trading or quoting for any security on the Principal Market.


 


“Underlying
Shares” means the shares of common stock into which the Note is convertible (including interest, fees, liquidated damages
and/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 sole option, at any time and from time to time to convert in whole or in part the outstanding and unpaid Principal
Amount under this Note into shares of Common Stock as per the Conversion Formula. The date of any conversion notice (“Conversion
Notice”) hereunder shall be referred to herein as the “Conversion Date”.


 






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(b)
Stock Certificates or DWAC. The Company will deliver to the Holder, or Holder’s authorized designee, no later than 2 Trading
Days after the Conversion Date, a certificate or certificates (which certificate(s) shall be free of restrictive legends and trading
restrictions if the shares of Common Stock underlying the portion of the Note being converted are eligible under a resale exemption pursuant
to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) of the Securities Act of 1933, as amended) 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 DTC’s FAST program, the
Company shall instead 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) broker with
DTC through its DWAC program (provided that the same time periods herein as for stock certificates shall apply).


 


(c)
Charges and Expenses. Issuance of Common Stock to Holder, or any of its assignees, upon the conversion of this Note shall be made
without charge to the Holder for any issuance fee, transfer tax, legal opinion and related charges, postage/mailing charge or any other
expense with respect to the issuance of such Common Stock. Company shall pay all Transfer Agent fees incurred from the issuance of the
Common Stock to Holder, as well as any and all other fees and charges required by the Transfer Agent as a condition to effectuate such
issuance. Any such fees or charges, as noted in this Section that are paid by the Holder (whether from the Company’s delays, outright
refusal to pay, or otherwise), will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes
of Rule 144.


 


(d)
Delivery Timeline. If the Company fails to deliver to the Holder such certificate or certificates (or shares through the DWAC
program) pursuant to this Section (free of any restrictions on transfer or legends, if eligible) prior to 3 Trading Days after the Conversion
Date, the Company shall pay to the Holder as liquidated damages an amount equal to $2,000 per day, until such certificate or certificates
are delivered. The Company acknowledges that it would be extremely difficult or impracticable to determine the Holder’s actual
damages and costs resulting from a failure to deliver the Common Stock and the inclusion herein of any such additional amounts are the
agreed upon liquidated damages representing a reasonable estimate of those damages and costs. Such liquidated damages will be automatically
added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144.


 


(e)
Reservation of Underlying Securities. The Company covenants that it will at all times reserve and keep available for Holder, out
of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note, free from preemptive rights
or any other actual contingent purchase rights of persons other than the Holder, one times the number of shares of Common Stock
as shall be issuable (taking into account the adjustments under this Section 1.00, but without regard to any ownership limitations contained
herein) upon the conversion of this Note (consisting of the Principal Amount) under the formula in Section 2.00(c) below, to Common Stock
(the “Required Reserve”). The Company covenants that all shares of Common Stock that shall be issuable will, upon
issue, be duly authorized, validly issued, fully-paid, non-assessable and freely-tradable (if eligible). If the amount of shares on reserve
in Holder’s name at the Company’s transfer agent for this Note shall drop below the Required Reserve, the Company will, within
2 Trading Days of notification from Holder, instruct the transfer agent to increase the number of shares so that the Required Reserve
is met. In the event that the Company does not instruct the transfer agent to increase the number of shares so that the Required Reserve
is met, the Holder will be allowed, if applicable, to provide this instruction as per the terms of the Irrevocable Transfer Agent Instructions
attached to this Note. The Company agrees that the maintenance of the Required Reserve is a material term of this Note and any breach
of this Section 1.00(e) will result in a default of the Note.


 






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(f)
Conversion Limitation. The Holder will not submit a conversion to the Company that would result in the Holder beneficially owning
more than 9.99% of the then total outstanding shares of the Company (“Restricted Ownership Percentage”).


 


(g)
Conversion Delays. If the Company fails to deliver shares in accordance with the timeframe stated in Section 1.00(b), the Holder,
at any time prior to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable
to the unsold shares. The rescinded conversion amount will be returned to the Principal Sum with the rescinded conversion shares returned
to the Company, under the expectation that any returned conversion amounts will tack back to the Effective Date.


 


(h)
Shorting and Hedging. Holder may not engage in any “shorting” or “hedging” transaction(s) in the Common
Stock prior to conversion.


 


(i)
Conversion Right Unconditional. If the Holder shall provide a Conversion Notice as provided herein, the Company’s obligations
to deliver Common Stock shall be absolute and unconditional, irrespective of any claim of setoff, counterclaim, recoupment, or alleged
breach by the Holder of any obligation to the Company.


 


Section
2.00 Defaults and Remedies.


 


(a)
Events of Default. An “Event of Default” is: (i) a default in payment of any amount due hereunder which default
continues for more than 5 Trading Days after the due date; (ii) a default in the timely issuance of underlying shares upon and in accordance
with terms of Section 1.00, which default continues for 2 Trading Days after the Company has failed to issue shares or deliver stock
certificates within the 3rd Trading Day following the Conversion Date; (iii) if the Company does not issue the press release in each
case in accordance with the provisions and the deadlines referenced Section 4.00(i); (iv) failure by the Company for 3 days after notice
has been received by the Company to comply with any material provision of this Note; (v) failure of the Company to remain compliant with
DTC, thus incurring a “chilled” status with DTC; (vi) any default of any mortgage, indenture or instrument which may be issued,
or by which there may be secured or evidenced any indebtedness, for money borrowed by the Company or for money borrowed the repayment
of which is guaranteed by the Company, whether such indebtedness or guarantee now exists or shall be created hereafter; (vii) if the
Company is subject to any Bankruptcy Event; (viii) any failure of the Company to satisfy its “filing” obligations under the
Securities Exchange Act of 1934, as amended (the “1934 Act”) and the rules and guidelines issued by OTC Markets News
Service, OTCMarkets.com and their affiliates; (ix) failure of the Company to remain in good standing with the State of Delaware; (x)
any failure of the Company to provide the Holder with information related to its corporate structure including, but not limited to, the
number of authorized and outstanding shares, public float, etc. within 1 Trading Day of request by Holder; (xi) failure by the Company
to maintain the Required Reserve in accordance with the terms of Section 1.00(e); (xii) failure of Company’s Common Stock to maintain
a closing bid price in its Principal Market for more than 3 consecutive Trading Days; (xiii) any delisting from a Principal Market for
any reason; (xiv) failure by Company to pay any of its Transfer Agent fees in excess of $2,000 or to maintain a Transfer Agent of record;
(xv) failure by Company to notify Holder of a change in Transfer Agent within 24 hours of such change; (xvi) any trading suspension imposed
by the United States Securities and Exchange Commission (the “SEC”) under Sections 12(j) or 12(k) of the 1934 Act;
or (xvii) failure by the Company to meet all requirements necessary to satisfy the availability of Rule 144 to the Holder or its assigns,
including but not limited to the timely fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC, requirements
for XBRL filings, and requirements for disclosure of financial statements on its website;


 






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(b)
Remedies. If an Event of Default occurs, excluding an Event of Default under Section 2.00(xix), the outstanding Principal Amount
of this Note owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due
and payable in cash at the “Mandatory Default Amount”. The Mandatory Default Amount means 125% of the outstanding
Principal Amount of this Note, will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes
of Rule 144. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, this
Note shall accrue additional interest, in addition to the Note’s “guaranteed” interest, at a rate equal to the lesser
of 20% per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Holder
need not provide, and the Issuer hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately
and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available
to it under applicable law. Such acceleration may be rescinded and annulled by the Holder at any time prior to payment hereunder and
the Holder shall have all rights as a holder of the note until such time, if any, as the Holder receives full payment pursuant to this
Section 2.00(b). No such rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon.
Nothing herein shall limit the Holder’s right to pursue any other remedies available to it at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Issuer’s failure to timely deliver certificates
representing shares of Common Stock upon conversion of the Note as required pursuant to the terms hereof.


 


Section
3.00 Representations and Warranties of Holder.


 


Holder
hereby represents and warrants to the Company that:


 


(a)
Holder is an “accredited investor,” as such term is defined in Regulation D of the Securities Act of 1933, as amended (the
“1933 Act”), and will acquire this Note and the Underlying Shares (collectively, the “Securities”)
for its own account and not with a view to a sale or distribution thereof as that term is used in Section 2(a)(11) of the 1933 Act, in
a manner which would require registration under the 1933 Act or any state securities laws. Holder has such knowledge and experience in
financial and business matters that such Holder is capable of evaluating the merits and risks of the Securities. Holder can bear the
economic risk of the Securities, has knowledge and experience in financial business matters and is capable of bearing and managing the
risk of investment in the Securities. Holder recognizes that the Securities have not been registered under the 1933 Act, nor under the
securities laws of any state and, therefore, cannot be resold unless the resale of the Securities is registered under the 1933 Act or
unless an exemption from registration is available. Holder has carefully considered and has, to the extent Holder believes such discussion
necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in the Securities for
its particular tax and financial situation and its advisers, if such advisors were deemed necessary, and has determined that the Securities
are a suitable investment for it. Holder has not been offered the Securities by any form of general solicitation or advertising, including,
but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar
media or television or radio broadcast or any seminar or meeting where, to Holders’ knowledge, those individuals that have attended
have been invited by any such or similar means of general solicitation or advertising. Holder has had an opportunity to ask questions
of and receive satisfactory answers from the Company, or any person or persons acting on behalf of the Company, concerning the terms
and conditions of the Securities and the Company, and all such questions have been answered to the full satisfaction of Holder. The Company
has not supplied Holder any information regarding the Securities or an investment in the Securities other than as contained in this Agreement,
and Holder is relying on its own investigation and evaluation of the Company and the Securities and not on any other information.


 






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(b)
The Holder is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its incorporation
and has all requisite corporate power and authority to carry on its business as now conducted. The Holder is duly qualified to transact
business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its
business or properties.


 


(c)
All corporate action has been taken on the part of the Holder, its officers, directors and stockholders necessary for the authorization,
execution and delivery of this Note. The Holder has taken all corporate action required to make all of the obligations of the Holder
reflected in the provisions of this Note, valid and enforceable obligations.


 


(d)
Each certificate or instrument representing Securities will be endorsed with the following legend (or a substantially similar legend),
unless or until registered under the 1933 Act:


 


THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE
TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER
OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS
EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.


 


Section
4.00 General.


 


(a)
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.


 


(b)
Assignment, Etc. The Holder may assign or transfer this Note to any transferee at its sole discretion. 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.


 






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(c)
Funding Window. The Company agrees that it will not enter into a convertible debt financing transaction with any party other than
the Holder for a period of 20 Trading Days following the Effective Date. The Company agrees that this is a material term of this Note
and any breach of this will result in a default of the Note.


 


(d)
Piggyback Registration Rights. The Company shall include on the next registration statement that the Company files with the SEC
(or on the subsequent registration statement if such registration statement is withdrawn) all shares issuable upon conversion of this
Note. Failure to do so will result in liquidated damages of 30% of the outstanding Principal Sum of this Note, but not less than $20,000,
being immediately due and payable to the Holder at its election in the form of a cash payment or an addition to the Principal Sum of
this Note.


 


(e)
Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Company or any of its subsidiaries of
any convertible debt security (whether such debt begins with a convertible feature or such feature is added at a later date) with any
term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided
to the Holder in this Note, then the Company shall notify the Holder of such additional or more favorable term and such term, at the
Holder’s option, shall become a part of this Note and its supporting documentation.. The types of terms contained in the other
security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts,
conversion look back periods, interest rates, original issue discount percentages and warrant coverage.


 


(f)
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 or provisions thereof that would otherwise require the application of the law of any other jurisdiction.


 


(ii)
Jurisdiction and Venue. Any dispute or claim arising to or in any way related to this Note or the rights and obligations of each
of the parties shall be brought only in the state courts of California or in the federal courts located in San Diego County, California.


 


(iii)
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.


 


(iv)
Delivery of Process by the Holder to the Company. In the event of an action or proceeding by the Holder against the Company, and
only by the Holder against the Company, service of copies of summons and/or complaint and/or any other process that may be served in
any such action or proceeding may be made by the Holder via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax, or
process server, or by mailing or otherwise delivering a copy of such process to the Company at its last known attorney as set forth in
its most recent SEC filing.


 


(v)
Notices. Any notice required or permitted hereunder (including Conversion Notices) must be in writing and either personally served,
sent by facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission
if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courier service for delivery.


 






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(g)
No Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act of 1933, as
amended, on the basis of being a “bad actor” as that term is established in the September 13, 2013 Small Entity Compliance
Guide published by the SEC.


 


(h)
Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates any applicable law governing
usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under
applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of
any law that would prohibit or forgive the Company from paying all or a portion of the principal, fees, liquidated damages or interest
on this Note.


 


(i)
Securities Laws Disclosure; Publicity. The Company shall (a) by 9:30 a.m. Eastern Time on the Trading Day immediately following
the Date of Execution, issue a press release disclosing the material terms of the transactions contemplated hereby or (b) file a Current
Report via Form 8-K, including a copy of this Note as an exhibit thereto, with the SEC within the time required by the 1934 Act. From
and after the filing of such press release or 8-K, the Company represents to the Holder that it shall have publicly disclosed all material,
non- public information delivered to the Holder by the Company, or any of its officers, directors, employees, or agents in connection
with the transactions contemplated by this Note. The Company and the Holder shall consult with each other in issuing any other press
releases with respect to the transactions contemplated hereby, and neither the Company nor the Holder shall issue any such press release
nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of the Holder,
or without the prior consent of the Holder, with respect to any press release of the Company, none of which consents shall be unreasonably
withheld, delayed, denied, or conditioned except if such disclosure is required by law, in which case the disclosing party shall promptly
provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall
not publicly disclose the name of the Holder, or include the name of the Holder in any filing with the SEC or any regulatory agency or
Principal Market, without the prior written consent of the Holder, except to the extent such disclosure is required by law or Principal
Market regulations, in which case the Company shall provide the Holder with prior notice of such disclosure permitted hereunder.


 






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The
Company agrees that this is a material term of this Note and any breach of this Section 4.00(i) will result in a default of the Note.


 


(j)
Attempted Below-par Issuance. In the event that the Holder delivers a Conversion Notice to the Company and, if as of such date,
(i) the Conversion Price would be less than par value of the Company’s Common Stock and (ii) within three business days of the
delivery of the Conversion Notice, the Company shall not have reduced its par value such that all of the requested conversion transaction
may then be accomplished, then the Company and the Holder shall utilize the following conversion protocol for Par Value Adjustment. The
Holder shall transmit to the Company: (X) a “preliminary” Conversion Notice for the full number of shares of Common Stock
that would be issued at the Conversion Price without regard to any below-par value conversion issues; followed by (Y) a “par value”
Conversion Notice for the number of shares of Common Stock with the Conversion Price increased from the “preliminary” Conversion
Price to a Conversion Price at par value; and, finally, (Z) a “liquidated damages” Conversion Notice for that number of shares
of Common Stock that represents the difference between the “preliminary” Conversion Notice full number of shares and the
“par value” Conversion Notice limited number of shares. The Conversion Price of such “liquidated damages Common Shares”
would be the par value of the Common Stock. Accordingly, through this protocol, the Company would issue, in two transactions, an amount
of shares of its Common Stock equivalent to the full number of shares of Common Stock that would have been issued in accordance with
the “preliminary” Conversion Notice without regard to any below-par value conversion issues. In the event that the Holder
is precluded from exercising any or all of its conversion rights hereunder as a result of a proposed “below par” conversion,
the Company agrees that, in lieu of actual damages for such failure, liquidated damages may be assessed and recovered by the Holder without
being required to present any evidence of the amount or character of actual damages sustained by reason thereof. The amount of such liquidated
damages shall be an amount equivalent to the trading price utilized in the “preliminary” Conversion Notice multiplied by
the number of shares calculated on the “liquidated damages” Conversion Notice. Such amount shall be assessed and become immediately
due and payable to the Holder (at its election) in the form of a (i) cash payment, (ii) an addition to the Principal Sum of this Note,
or (iii) the immediate issuance of that number of shares of Common Stock as calculated on the “liquidated damages” Conversion
Notice. Such liquidated damages are intended to represent estimated actual damages and are not intended to be a penalty, but, by virtue
of their genesis and subject to the election of the Holder (as set forth in the immediately preceding sentence), will be automatically
added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144, as the Company’s failure to
maintain the par value of its Common Stock at an amount that would not result in a “below par” conversion failure is equivalent
to a default as of the Issuance Date of the Note.


 





[Signature
Page to Follow.]


 




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


 


	 	COROWARE,INC.
	 	 
	 	By:	

                                  /s/ Lloyd spencer

	 	 	 
	 	Name:	Lloyd spencer
	 	 	 
	 	Title:	CEO
	 	 	 
	 	Email:	lspencer@coroware.com
	 	 	 
	 	Address:	601 108th Ave NE, Bellevue,
  WA 98004




 











This
Fixed Convertible Promissory Note of October 11, 2016 is accepted this 11th day of October, 2016 by


 


TANGIERS
INVESTMENT GROUP, LLC


 


	By:	/s/
  Michael Sobeck
	 
	Name:	Michael Sobeck	 
	Title:	Managing Member	 




 










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EXHIBIT
A


 


FORM
OF CONVERSION NOTICE


 


(To
be executed by the Holder in order to convert all or part of that certain $85,000 Fixed Convertible Promissory Note identified as the
Note)


 





	DATE:	 	 	 
	FROM:	Tangiers Investment
  Group, LLC 	 	(the “Holder”)




 


	 	Re:	$85,000 Fixed Convertible
  Promissory Note (this “Note”) originally issued by CoroWare, Inc., a Delaware corporation, to Tangiers Investment Group,
  LLC on October 11, 2016.




 


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, $0.001 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 Sum of Note Being Converted
	 	 
	 	 
	 	Aggregate
  Interest/ Fee of Principal Amount Being Converted
	 	 
	 	 
	 	Remaining Principal
  Balance
	 	 
	 	 
	 	Number
  of Shares of Common Stock to be Issued
	 	 
	 	 
	 	Applicable
  Conversion Price
	 	 
	 	 
	 	Signature
	 	 
	 	 
	 	Name
	 	 
	 	 
	 	Address




 




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EXHIBIT
B


 


WRITTEN
CONSENT OF THE BOARD OF DIRECTORS OF


 


COROWARE,
INC.


 


The
undersigned, being directors of CoroWare, Inc., a Delaware corporation (the “Company”), acting pursuant to the Bylaws of
the Corporation, do hereby consent to, approve and adopt the following preamble and resolutions:


 


Convertible
Note with Tangiers Investment Group, LLC


 


The
board of directors of the Company has reviewed and authorized the following documents relating to the issuance of a Fixed Convertible
Promissory Note in the amount of $85,000 with Tangiers Investment Group, LLC.


The
documents agreed to and dated October 11, 2016 are as follows: 0% Fixed Convertible Promissory Note of CoroWare, Inc.


Irrevocable
Transfer Agent Instructions Certificate of Corporate Secretary Disbursement Instructions


 


The
board of directors further agree to authorize and approve the issuance of shares to the Holder at Conversion prices that are below the
Company’s then current par value.


 


IN
WITNESS WHEREOF, the undersign member(s) of the board of the Company executed this unanimous written consent as of October 11, 2016.


 


		
	 	 
	 	 
	By:	 
	 	 
	Its:	 



 





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EXHIBIT
C


 


CERTIFICATE
OF CORPORATE SECRETARY OF


 


COROWARE,
INC.


 


(Two
Pages)


 


The
undersigned, Lloyd Spencer is the duly elected Corporate Secretary of CoroWare, Inc., a Delaware corporation (the “Company”).


 


I
hereby warrant and represent that I have undertaken a complete and thorough review of the Company’s corporate and financial books
and records, including, but not limited to, the Company’s records relating to the following:


 


		(A)	The
                                            issuance of that certain Fixed Convertible Promissory Note dated October 11, 2016 (the “Note
                                            Issuance Date”) issued to Tangiers Investment Group, LLC (the “Holder”)
                                            in the stated original principal amount of $85,000 (the “Note”);
	 	 	 
		(B)	The
                                            Company’s Board of Directors duly approved the issuance of the Note to the Holder;
	 	 	 
		(C)	The
                                            Company has not received and does not contemplate receiving any new consideration from any
                                            persons in connection with any later conversion of the Note and the issuance of the Company’s
                                            Common Stock upon any said conversion;
	 	 	 
		(D)	To
                                            my best knowledge and after completing the aforementioned review of the Company’s stockholder
                                            and corporate records, I am able to certify that the Holder (and the persons affiliated with
                                            the Holder) are not officers, directors, or directly or indirectly, ten percent (10.00%)
                                            or more stockholders of the Company and none of said persons has had any such status in the
                                            one hundred (100) days immediately preceding the date of this Certificate;
	 	 	 
		(E)	The
                                            Company’s Board of Directors have approved duly adopted resolutions approving the Irrevocable
                                            Instructions to the Company’s Stock Transfer Agent dated October 11, 2016;
	 	 	 
		(F)	Mark
                                            the appropriate selection:



 


x
____ The Company represents that it is not a “shell company,” as that term is defined in Section 12b-2 of the Securities
Exchange Act of 1934, as amended, and has never been a shell company, as so defined; or


 


The
Company represents that (i) it was a “shell company,” as that term is defined in Section 12b-2 of the Securities Exchange
Act of 1934, as amended, (ii) since______, 201__, it has no longer
been a shell company, as so defined, and (iii) on ______, 201___, it provided Form 10-type information in a filing with the Securities
and Exchange Commission.


 







		(G)	I
                                            understand the constraints imposed under Rule 144 on those persons who are or may be deemed
                                            to be “affiliates,” as that term is defined in Rule 144(a)(1) of the Securities
                                            Act of 1933, as amended.
	 	 	 
		(H)	I
                                            understand that all of the representations set forth in this Certificate will be relied upon
                                            by counsel to Tangiers Investment Group, LLC in connection with the preparation of a legal
                                            opinion.



 


I
hereby affix my signature to this Certificate and hereby confirm the accuracy of the statements made herein.




 


	Signed:	/s/ Lloyd
  spencer	 	Date:
    	10/11/2016
	 	 	 	 	 
	Name:	Lloyd spencer	 	Title:	CEO




 




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EXHIBIT
D


 


	TO:	Tangiers Investment Group,
  LLC
	 	 
	FROM:	CoroWare, Inc.
	 	 
	DATE:	October 11, 2016
	 	 
	RE:	Disbursement of Funds




 


Pursuant
to that certain Fixed Convertible Promissory Note between the parties listed above and dated October 11, 2016, a disbursement of funds
will take place in the amount and manner described below:


 



	Please
    disburse to:	 
	Amount
    to disburse:	$75,000
	Form
    of distribution	Wire
	Name	CoroWare,
    Inc.
	Company
    Address	14777
        NE 40th Street, Suite 101

    Bellevue
    WA 98007

	Wire
    Instructions:	Bank:
        Wells Fargo

    ABA Routing
    Number: 121000248

    Account Number:
    8714570036

    SWIFT Code:

    Account Name:

    Phone:                      CoroWare,
    Inc.

	 	 
	For:
    CoroWare, Inc.	TOTAL: $75,000



 


	By:	/s/ Lloyd
    spencer	 	Dated:	October
    11, 2016
	 	 	 	 	 
	Name:	Lloyd
    spencer	 	 	 
	 	 	 	 	 
	Its:	CEO	 	 	 


 






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