Exhibit 10.69


 


CoroWare,
INC.


A
Delaware Corporation


 


2%
CONVERTIBLE NOTE


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR QUALIFIED UNDER APPLICABLE STATE
SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECA TED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE LAW WITHOUT
AN OPINION OF COUNSEL SATISFACTORY TO BORROWER THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.


 


	$94,177.93	 	Date:
    March 12, 2015	 	Note
    RC-20150312-A


 


FOR
VALUE RECEIVED, CoroWare, Inc., a Delaware corporation (“Borrower”), hereby unconditionally promises to pay as set
forth herein to the order of Raphael Cariou (“Holder”) or his assignee, in lawful money of and within the United
States of America and in immediately available funds, the principal sum of $94,177.93 (the “Principal Amount”),
together with accrued and unpaid interest thereon, in the manner Set forth herein.


 


Borrower
further agrees to pay interest on the Principal Amount at the compounded rate per month of 2% (two per cent, the “Stated
Interest Rate”) on the outstanding Principal Amount. Interest shall be calculated monthly from and including the date of this
Note until such Principal Amount has been repaid in full or until the Note has been converted. Interest shall be accrued monthly and
shall be calculated on the basis of 365 day or 366 day year, as the case may be, for the actual number of days elapsed.


 


Borrower
further agrees to accrue interest on Outstanding Past Due Employee Compensation owed to Raphael Cariou at the rate of compounded
rate per month of 2% (two per cent). The Outstanding Past Due Employee Compensation due as of December 10, 2014 is $94,177.93.


 


1. Principal
Repayment. The outstanding Principal Amount and
interest shall be payable on September 12, 2015 (“Repayment Date”), unless otherwise converted in accordance with
Section 2 below.


 


2. Conversion
Rights. At any time during the term of this Note,
the Holder may deliver a written notification (the “Notice of Conversion”) to the Borrower setting forth the portion
of the principal amount of the Note and/or interest due and payable that the Holder exercises its conversion rights with respect thereto,
subject to the terms and provisions set forth below..


 


 2.1 Conversion into the Borrower’s Common Stock




 


(a) The
Holder shall have the right, but not the obligation, from and after the Borrower’s receipt of an Notice of Conversion or the occurrence
of any Event of Default, as the case may be, provided the conditions of Section 2.1 have been fulfilled, and then at any time until this
Note is fully paid, to convert the principal portion of this Note and/or interest due and payable set forth in each such Notice of Conversion
or the entire principal portion of this Note and/or interest due and payable following the occurrence or an Event of Default, as the
case may be, into fully paid and nonassessable shares of common stock of the Borrower as such stock exists on the date of issuance of
this Note, at the conversion price as defined in Section 2.1(b) hereof (the “Conversion Price”). Upon delivery to
the Borrower of a Notice of Conversion substantially in the form attached to this Note, giving the Holder’s written request for
conversion (the date of giving such notice of conversion being a “Conversion Date”), the Borrower shall issue and
deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of
the Note converted in accordance with the foregoing. The number of shares of Common Stock to be issued upon each conversion of this Note
shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price,
and then multiplied by One Hundred Fifteen Percent (115%).


 




    	 



     


    

 


(b) Subject
to adjustment as provided in Section 2. l(c) hereof, the Conversion Price per share shall be the average closing bid prices for the Common
Stock on the principal trading exchange or market for the Common Stock, the “Principal Market”) where the Common Stock
is listed or traded, for the five (5) trading days prior to but not including the Conversion Date.


 


(c) The
Conversion Price described above shall be subject to adjustment from time to time upon the happening of certain events while this conversion
right remains outstanding, as follows:


 


A. Merger,
Sale of Assets, etc. If the Borrower at any time shall consolidate with or merge into or sell or convey all or substantially all its
assets to any other person or entity, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter
be deemed to evidence the right to purchase such number and kind of shares or other securities and property as would have been issuable
or distributable on account of such consolidation, merger, sale or conveyance, upon or with respect to the securities subject to the
conversion or purchase right immediately prior to such consolidation, merger, sale or conveyance. The foregoing provision shall similarly
apply to successive transactions of a similar nature by any such successor or purchaser. Without limiting the generality of the foregoing,
the anti-dilution provisions of this Section shall apply to such securities of such successor or purchaser after any such consolidation,
merger, sale or conveyance.


 


B. Reclassification,
etc. If the Borrower at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number
of securities of any class or classes, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter
be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable
as the result of such change with respect to the Common Stock immediately prior to such reclassification or other change.


 


C. Stock
Splits, Combinations and Dividends. If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares
of Common Stock, or if a dividend is paid on the Common Stock in shares of Common Stock, the Conversion Price shall be proportionately
reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each
such case by the ratio which the total number of shares of Common Stock outstanding immediately after such event bears to the total number
of shares of Common Stock outstanding immediately prior to such event.


 


D. Stock
Sale. If, prior to conversion of the entirety of this Note, the Borrower enters into any agreement to sell its Common Stock or a convertible
instrument that converts into its Common Stock prior to conversion of this Note at a price less than the Conversion Price of this Note,
then the Conversion Price of any outstanding principal and interest of this Note shall be reset to the price of that offering.


 


2.2 Method
of Conversion. This Note may be converted by the Holder in whole or in part as described in Section 2. l(a) hereof. Upon partial
conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued
by the Borrower to the Holder for the principal balance of this Note and interest which shall not have been converted or paid.


 




    	 



     


    

 


2.3 Maximum
Conversion. The Holder shall not be entitled to convert on a Conversion Date that amount of the Notes in connection with that number
of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder
and its affiliates on a Conversion Date, and (ii) the number of shares of Common Stock issuable upon the conversion of the Notes with
respect to which the determination of this provision is being made on a Conversion Date, which would result in beneficial ownership by
the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such Conversion Date. For
the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and Regulation l 3d-3 thereunder.


 


3. Place
of Payment; Application of Payments. All amounts
payable hereunder shall be payable to Lender in United States dollars to such bank account as shall be designated by Lender in immediately
available funds or as otherwise specified to Borrower in writing, except if converted as per Section 2 above. Payment on this Note shall
be applied first to any expenses of collection, then to accrued interest, and thereafter to the outstanding principal balance hereof.


 


 4. Default. The following events shall each be an “Event of Default” under this Note:




 


 A. Bankruptcy or insolvency of Borrower;




 


B. Borrower’s
failure to pay any of the Principal Amount due under this Note on the date the same becomes due and payable, or any accrued interest
or other amounts due under this Note after the same becomes due and payable; and


 


C. Breach
of any material covenant or agreement contained in this Note and such breach remains uncured for a period of 15 days after written notice
hereof is received by Borrower from Lender.


 


Upon
the occurrence of an Event of Default, the unpaid Principal Amount, all unpaid accrued interest thereon and all other amounts owing hereunder
may, at the option of Lender, become immediately due and payable to Lender, provided, however, that upon the occurrence of an Event of
Default described in this Section 4, all indebtedness of Borrower to Lender shall become immediately due and payable without any action
of Lender. Effective upon an Event of Default that is not cured for a period of 30 days after such Event of Default, the interest rate
on this Note shall increase to 5% per annum in excess of the Stated Interest Rate.


 


 5. Covenants.




 


A. Use
of Proceeds. The Borrower has used the net cash proceeds loaned to Borrower pursuant to this Note for working capital.


 


B. Compliance
with Agreements. The Borrower shall perform and observe, or cause to be performed or observed, as the case may be, all of the provisions
in its certificate of incorporation, its bylaws, and the obligations pursuant to the terms, agreements and covenants of this Note and
all documents and agreements executed or delivered in connection with this Note. The Borrower expressly represents that Borrower has
the full power and authority to deliver the Note, that the Note has been duly authorized, executed and delivered by the Borrower, and
Borrower’s obligations under the Note are legal, valid, binding and enforceable, absolute and unconditional.


 




    	 



     


    

 


C. Preservation
of Corporate Existence and Business. The Borrower shall use best efforts to preserve intact its present business organization, rights
and privileges and present goodwill and, to the best of its ability, its relationships existing with other parties and shall at all times
cause to be done all things necessary to maintain, preserve, and renew its corporate existence and shall observe and conform with all
valid requirements of all governmental authorities relating to the conduct of the business of the Borrower, the failure of which would
have a material. Adverse effect upon the Borrower’s business or financial condition. The Borrower shall maintain and keep in force
all material licenses, permits and agreements necessary to the conduct of its businesses.


 


D. Maintenance
of Properties. The Borrower shall maintain and keep its properties, real and personal, in good repair, working order, and condition,
and from time to time make all necessary or desirable repairs, renewals, and replacements, so that its business may be properly and advantageously
conducted at all times.


 


E. Taxes
and Other Obligations. The Borrower shall pay and discharge all taxes, assessments, interest and installments on mortgages and governmental
charges against it Or against any of its properties, upon the respective dates when due, except to the extent that such taxes, assessments,
interest, installments and governmental charges are contested in good faith and by appropriate proceedings.


 


F. Compliance
with Obligations, Laws, Etc. The Borrower shall comply with all of the obligations which it has incurred or to which it becomes subject
pursuant to any contract or agreement, whether oral or written, express or implied, the breach of which might have a material adverse
effect upon its business or financial condition, unless and to the extent that the same are being contested in good faith and by appropriate
proceedings and adequate reserves have been set aside on its books with respect thereto. The Borrower shall comply with all applicable
laws, rules and regulations of all governmental authorities.


 


6. Waiver.
TO THE FULLEST EXTENT PERMITIED BYLAW, LENDER AND BORROWER AGREE THAT NEITHER OF THEM NOR ANY ASSIGNEE OR SUCCESSOR SHALL (I) SEEK
A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER ACTION BASED UPON; OR ARISING OUT OF, THIS NOTE, ANY RELATED INSTRUMENTS
OR THE DEALINGS OR THE RELATIONSHIP BETWEEN THEM, (II) SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A TI.JRYTRIAL
CANNOT BE OR HAS NOT BEEN WANED OR (III) MAKE ANY CLAIM FOR CONSEQUENTIAL, PUNITNE OR SPECIAL DAMAGES. THE PROVISIONS OF THIS
PARAGRAPH HAVE BEEN FULLY DISCUSSED BY LENDER AND BORROWER, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE LENDER
NOR THE BORROWER HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL
INSTANCES. BORROWER WANES PRESENTMENT AND WRITTEN DEMAND FOR PAYMENT, NOTICE OF DISHONOR, PROTEST AND NOTICE OF PROTEST OF THIS NOTE.
THE RIGHT TO PLEAD ANY AND ALL STATUTE OF LIM1TATIONS AS A DEFENSE TO ANY DEMANDS HEREUNDER IS HERBBY WANED TO THE FULLEST EXTENT
PERMJTTED BYLAW.


 


 7. Attorneys Fees; Collection Costs. If there has been an Event of Default by Borrower hereunder, Lender shall be entitled to receive and Borrower agrees to pay all costs of enforcement and collection incurred by Lender, including, without limitation, reasonable attorney’s fees relating thereto.




 




    	 



     


    

 


 8. Notices. Unless otherwise specified herein, all notices all notices hereunder shall be in writing and shall be deemed to have been given when delivered by hand, or on the third business day after properly deposited with the United States Postal Service) as certified mail, return receipt requested, postage prepaid, or on the first business day after properly deposited with an overnight courier of national standing, addressed to the address indicated below:




 


If
to the Borrower, at:


 


CoroWare,
Inc.


60
I I 08th Avenue Northeast


Suite
1900


Bellevue,
WA 98004


Attention: President


 


lfto
the Lender, at:


 


Raphael
Cariou


3518 Fremont Ave N 


#252


Seattle,
WA 98103


 


or
at any address specified by Borrower or Lender in writing.


 


9. Expenses.
The Borrower shall pay all expenses of the Lender
in connection with the preparation of this Note or other documents executed in connection therewith, including, without limitation, fees
of outside legal counsel or the allocated costs of in-house legal counsel, accounting, consulting, brokerage or other similar professional
fees or expenses, and any fees or expenses associated with any travel or other costs relating to any appraisals or examinations conducted
in connection with the obligations hereunder, provided that Borrower shall not have to pay any such expenses in excess of $1,000 and
the amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder. The Borrower shall also
pay all expenses of the Lender in connection with the waiver or amendment of this Note and the administration, default or collection
of any amount due under this Note or other obligations or administration, default, collection in connection with the Lender’s exercise,
preservation or enforcement of any of its rights, remedies or options hereunder, including, without limitation, fees of outside legal
counsel or the allocated costs of in-house legal counsel, accounting, consulting, brokerage or other similar professional fees or expenses,
and any fees or expenses associated with any travel or other costs relating to any appraisals or examinations conducted in connection
with the obligations hereunder, and the amount of all such expenses shall, until paid, bear interest at the rate applicable to principal
hereunder.


 


10. No
Waivers of Lender’s Rights. No failure or
delay by the Lender in exercising any right, power or privilege hereunder or under any other documents or agreements executed in connection
herewith shall operate as a waiver thereof; nor shall any single or partial exercise thereof preclude any other or further exercise thereof
or the exercise of any other right, power or privilege. The rights and remedies in this Note provided are cumulative and not exclusive
of any rights or remedies otherwise provided by agreement or law.


 


11. Amendments.
Neither this Note nor any provision hereof may be
amended, waived, discharged or terminated except by a written instrument signed by the Lender and, in the case of amendments, by the
Borrower.


 




    	 



     


    

 


12. Binding
Effect of Note. This Note shall be binding upon
and inure to the benefit of the Borrower and the Lender and their respective successors and assigns; provided that neither the Borrower
nor the Lender may assign or transfer its rights or obligations hereunder.


 


13. Partial
Invalidity. The invalidity or unenforceability of
anyone or more phrases, clauses or sections of this Note shall not affect the validity or enforceability of the remaining portions of
it.


 


14. Captions.
The captions and headings of the various sections
and subsections of this Note are provided for convenience only and shall not be construed to modify the meaning of such sections or subsections.


 


15. Entire
Agreement. This Note and the documents and any agreements
executed in connection herewith constitute the final agreement of the parties hereto and supersede any prior agreement or understanding,
written or oral, with respect to the matters contained herein and therein.


 


THIS
NOTE HAS BEEN EXECUTED AND DELIVERED IN THE STATE OF WASHINGTON, UNITED STATES OF AMERICA. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF KING COUNTY, STATE OF WASHINGTON, EXCLUDING CONFLICT OF LAWS PRINCIPLES THAT WOULD CAUSE
THE APPLICATION OF LAWS OF ANY OTHER JURISDICTION.


 


	COROWARE, INC.	 
	 	 	 
	By:
    	/s/
    Lloyd T. Spencer	 
	Name:	Lloyd
    T. Spencer	 
	 	 	 
	Title:
    	President
    and CEO	 
	 	 	 
	Date:
    	March
    12, 2015	 
	 	 	 
	HOLDER	 	 
	 	 	 
	By:	/s/
    Raphael Cariou	 
	 	 	 
	Name:	Raphael
    Cariou	 
	 	 	 
	Date:	March
    12 2015	 


 




    	 



     


    

 


NOTICE
OF CONVERSION


 


(To
be executed by the Holder in order to convert the Note)


 


The
undersigned hereby elects to convert$___________ of the principal and$_________ of
the interest due on the Note issued by COROWARE, INC. on December 10, 2014 into shares
of common stock of COROWARE, INC. (the “Company”) according to the conditions set forth in such Note, as of the date
written below.


 


Date
of


Conversion: _______________________________________________________________________________________


 


Conversion


Price:
________________________________________________________________________________________ ___


 


Shares
To Be


Delivered:
________________________________________________________________________________________


 


Signature:,
____________________________________________________________________________________ ___


 


Print


Name:,
_______________________________________________________________________________________ ___


Address:,
_____________________________________________________________________________________ ___


 


________________________________________________________________________________________