Exhibit
10.64


 


Note:
March 27, 2014


 


THIS
10% CONVERTIBLE NOTE IS ISSUED IN EXCHANGE FOR A PORTION OF THAT CERTAIN CONVERTIBLE PROMISSORY NOTE ISSUED TO ZOOM MARKETING ON AUGUST
23, 2013 BY THE COMPANY. FOR PURPOSES OF RULE 144, THIS NOTE SHALL BE DEEMED TO HAVE BEEN ISSUED ON AUGUST 23, 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 PROMISSORY NOTE


 


OF


 


COROWARE,
INC.


 


Issuance
Date: March 27, 2014


Issuance
Date of Original Note: August 23, 2013


Exchange
Date: March 27, 2014


Original
Principal Amount of this Exchange Note: $75,000


 


THIS
NOTE (“Note” or “Note”) is a duly authorized 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 10%
Convertible Promissory Note Due March 27, 2015 (“Maturity Date”) in the principal amount of seventy five thousand
dollars ($75,000) (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 seventy five thousand dollars ($75,000) together with all accrued
but unpaid interest, 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, $0.001 par value per share (the “Common Stock”), in accordance with the terms hereof.





 






    	$75,000.00 Exchange Note	1
	Coroware, Inc.	 
	Tangiers Investment Group, LLC	 



     


    

 


Interest
on any outstanding principal balance shall accrue at a rate of 10% per annum. In the Event of Default pursuant to Section 2(e), interest
will accrue at the rate equal to the lower of twenty (20%) per annum or the highest rate permitted by law (the “Default Rate”).


 


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:


 


“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 fifty percent (50%) of the lowest trading price of the Company’s common stock during the
twenty (20) consecutive trading days prior to the date on which Holder elects to convert all or part of the Note.


 


“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.


 


“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 to convert the outstanding Principal Amount and Interest under this Note in whole or in part.


 


(b)
The date of any Conversion Notice hereunder and any Payment Date shall be referred to herein as the “Conversion Date”.


 


(i)
Stock Certificates or DWAC. The Company will deliver to the Holder, or Holder’s authorized designee, no 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 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).


 






    	$75,000.00 Exchange Note	2
	Coroware, Inc.	 
	Tangiers Investment Group, LLC	 



     


    

 


(ii)
Charges, 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, 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 Company stock to Holder and acknowledges
that this is a material obligation of this Note.


 


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) 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 ($1,000) 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 added to the principal
value of the Note.


 


(c)
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 in Common Stock. These shares shall
be reserved in proportion with the Consideration actually received by the Company and the total reserve will be increased with future
payments of consideration by Holder. 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. The Company agrees that this is a material term of this
Note.


 


(d)
Conversion Limitation. The holder will not submit a conversion to the Company that would result in the Holder owning more than
9.99% of the total outstanding shares of the Company.


 






    	$75,000.00 Exchange Note	3
	Coroware, Inc.	 
	Tangiers Investment Group, LLC	 



     


    

 


Section
2.00 Defaults and Remedies.


 


(e)
Events of Default. An “Event of Default” is: (i) a default in payment of any amount due hereunder which default
continues for more than five (5) business days after the due date; (ii) a default in the timely issuance of underlying shares upon and
in accordance with terms hereof, which default continues for three (3) Business Days after the Company has received notice informing
the Company that it has failed to issue shares or deliver stock certificates within the third (3rd) day following the Conversion
Date; (iii) failure by the Company for three (3) 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; (iv) a material breach by the Company of its representations or warranties in the Exchange Agreement; (v) 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; (vi) 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; (vii) Any failure of the Company to provide the Holder with
information related to the corporate structure including, but not limited to, the number of authorized and outstanding shares, public
float, etc. within one (1) day of request by Holder; (viii) failure to have sufficient number of authorized but unissued shares of the
Company’s Common Stock available for any conversion; (ix) failure of Company’s stock to maintain a bid price in its trading
market which occurs for at least three (3) consecutive days; (x) any delisting for any reason; (xi) failure by Company to pay any of
its Transfer Agent fees or to maintain a Transfer Agent of record; (xii) any trading suspension imposed by the Securities and Exchange
Commission under Sections 12(j) or 12(k) of the 1934 Act; (xiii) if the Company is subject to any Bankruptcy Event;


 


(f)
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 without further action or notice.
In the event of such acceleration, the amount due and owing to the Holder shall be increased to one hundred and fifty percent (150%)
of the outstanding Principal Amount of the Note 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 at a rate of twenty percent (20%). Finally, the Note will accrue liquidated damages of one thousand dollars ($1,000)
per day from and after the occurrence and during the continuance of an Event of Default. The Company acknowledges that it would be extremely
difficult or impracticable to determine the Holder’s actual damages and costs resulting from an Event of Default and any such additional
amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs. The remedies under this
Note shall be cumulative and added to the principal value of the Note.


 


Section
3.00 General.


 


(f)
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.


 






    	$75,000.00 Exchange Note	4
	Coroware, Inc.	 
	Tangiers Investment Group, LLC	 



     


    

 


(g)
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.


 


(h)
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. 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. 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.


 


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    	$75,000.00 Exchange Note	5
	Coroware, Inc.	 
	Tangiers Investment Group, LLC	 



     


    

 


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


 


 


	 	COROWARE,
    INC.
	 	 
	 	By:	              
	 	Name:	 
	 	Title:	 
	 	Date:	 


 


This
Note is acknowledged as: Note of March 27, 2014


 






    	$75,000.00 Exchange Note	6
	Coroware, Inc.	 
	Tangiers Investment Group, LLC	 



     


    

 








EXHIBIT
A


 


FORM
OF CONVERSION NOTICE


 


(To
be executed by the Holder in order to convert that certain Promissory Note identified as the Exchange Note)


 


	FROM:	Tangiers
    Investment Group, LLC	DATE:	


 


	 	Re:	Note
    (this “Note”), originally issued by Coroware, Inc, a Delaware corporation, to Zoom Marketing, a corporation, on or before
    August 23, 2013 in the original principal amount of $140,000, of which a $75,000 portion was later assigned to Tangiers Investment
    Group, LLC on March 27, 2014.


 


The
undersigned on behalf of Tangiers Investment Group, LLC, hereby elects to convert $______________ of the aggregate outstanding
Principal Amount (as defined in the Note Portion 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 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


 






    	$75,000.00 Exchange Note	7
	Coroware, Inc.	 
	Tangiers Investment Group, LLC