NEITHER THIS NOTE NOR THE SECURITIES
INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD 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 AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


Co-Signer,
Inc.


 


Convertible
Note


 


	
        Issuance Date: February 13, 2014

        Note No. COSR-1
	Original Principal Amount: $250,000 Consideration Paid at Close: $25,000


 


FOR VALUE RECEIVED,
Co-Signer, Inc., a Nevada corporation (the "Company"), hereby promises to pay to the order of Black
Mountain Equities, Inc. or registered assigns (the "Holder") the amount set out above as the Original Principal
Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal")
when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance
with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest
Rate from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable,
upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).


 


The Original Principal
Amount is $250,000 (two hundred fifty thousand) plus accrued and unpaid interest and any other fees. The Consideration is $225,000
(two hundred twenty five thousand) payable by wire transfer (there exists a $25,000 original issue discount (the "OID")).
The Holder shall pay $25,000 of Consideration upon closing of this Note. The Holder may pay additional Consideration to the Company
in such amounts and at such dates as Holder may choose in its sole discretion. For purposes hereof, the term "Outstanding
Balance" means the Original Principal Amount, as reduced or increased, as the case may be, pursuant to the terms hereof for
conversion, breach hereof or otherwise, plus any accrued but unpaid interest, collection and enforcements costs, and any other
fees or charges incurred under this Note. The Principal Sum due to Holder shall be prorated based on the Consideration paid by
Holder (plus an approximate l 0% Original Issue Discount that is prorated based on the Consideration paid by the Holder as well
as any other interest or fees) such that the Company is only required to repay the amount funded and the Company is not required
to repay any unfunded portion of this Note.



    	 



    	 



    




 


(1)GENERAL
TERMS


 


(a) Payment of
Principal. The "Maturity Date" shall be one year from the date of each payment of Consideration, as may be
extended at the option of the Holder in the event that, and for so long as, an Event of Default (as defined below) shall not have
occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) or any event shall not have occurred
and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) that with the passage of time and the failure
to cure would result in an Event of Default.


(b) Interest.
A one-time interest charge of ten percent (10%) ("Interest Rate") shall be applied on the Issuance Date to the
Original Principal Sum. Interest hereunder shall be paid on the Maturity Date (or sooner as provided herein) to the Holder or its
assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in cash
or converted into Common Stock at the Conversion Price provided the Equity Conditions are satisfied.


 


(c) Security.
This Note shall not be secured by any collateral or any assets pledged to the Holder


 


(2)EVENTS
OF DEFAULT.


 


(a) An "Event
of Default", wherever used herein, means any one of the following events (whatever the reason and whether it shall be
voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order,
rule or regulation of any administrative or governmental body):


 


(i)The Company's
failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this Note (including, without
limitation, the Company's failure to pay any redemption payments or amounts hereunder) or any other Transaction Document;


 


(ii)A
Conversion Failure as defined in section 3(b)(ii)


 


(iii)The Company
or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary of the Company
under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any
subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company
or any subsidiary of the Company or there is commenced against the Company or any subsidiary of the Company any such bankruptcy,
insolvency or other proceeding which remains undismissed for a period of 61 days; or the Company or any subsidiary of the Company
is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or
the Company or any subsidiary of the Company suffers any appointment of any custodian, private or court appointed receiver or the
like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty one (61) days;
or the Company or any subsidiary of the Company makes a general assignment for the benefit of creditors; or the Company or any
subsidiary of the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally
as they become due; or the Company or any subsidiary of the Company shall call a meeting of its creditors with a view to arranging
a composition, adjustment or restructuring of its debts; or the Company or any subsidiary of the Company shall by any act or failure
to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action
is taken by the Company or any subsidiary of the Company for the purpose of effecting any of the foregoing;



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(iv)The Company
or any subsidiary of the Company shall default in any of its obligations under any other Note or any mortgage, credit agreement
or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there
may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement
of the Company or any subsidiary of the Company in an amount exceeding $100,000, whether such indebtedness now exists or shall
hereafter be created; and


 


(v)The Common
Stock is suspended or delisted for trading on the Over the Counter Bulletin Board market (the "Primary Market").


 


(vi)The Company
loses its ability to deliver shares via "DWAC/FAST" electronic transfer.


 


(vii)The Company
loses its status as "DTC Eligible."


 


(viii)The Company
shall become late or delinquent in its filing requirements as a fully-reporting issuer registered with the Securities & Exchange
Commission.


 


(b)Upon the
occurrence of any Event of Default, the Outstanding Balance shall immediately increase to 120% of the Outstanding Balance immediately
prior to the occurrence of the Event of Default (the "Default Effect"). The Default Effect shall automatically apply
upon the occurrence of an Event of Default without the need for any party to give any notice or take any other action.


 


(3)CONVERSION
OF NOTE. This Note shall be convertible into shares of the Company's Common Stock, on the terms and conditions set forth in
this Section 3.


 


(a)Conversion
Right. Subject to the provisions of Section 3(c), at any time or times on or after the Issuance Date, the Holder shall be entitled
to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and nonassessable shares
of Common Stock in accordance with Section 3(b), at the Conversion Price (as defined below). The number of shares of Common Stock
issuable upon conversion of any Conversion Amount pursuant to this Section 3(a) shall be equal to the quotient of dividing the
Conversion Amount by the Conversion Price. The Company shall not issue any fraction of a share of Common Stock upon any conversion.
If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of
a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer agent fees, legal fees, costs
and any other fees or costs that may be incurred or charged in connection with the issuance of shares of the Company's Common Stock
to the Holder arising out of or relating to the conversion of this Note.



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(i)"Conversion
Amount" means the portion of the Original Principal Amount and Interest to be converted, plus any penalties, redeemed
or otherwise with respect to which this determination is being made.


 


(ii)"Conversion
Price" shall equal the lesser of (a) $0.025 or (b) 60% of the lowest trade occurring during the twenty five (25) consecutive
Trading Days immediately preceding the applicable Conversion Date on which the Holder elects to convert all or part of this Note,
subject to adjustment as provided in this Note.


 


(b)Mechanics
of Conversion.


 


(i)                  
Optional Conversion. To convert any Conversion Amount into shares of Common Stock on
any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for
receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached
hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following
the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not
required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act
of 1933 ("Rule 144") and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC")
Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be
entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B)
if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address
as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares
of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required
pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater
than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon
as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and
deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive
the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders
of such shares of Common Stock upon the transmission of a Conversion Notice.


 


(ii)                
Company's Failure to Timely Convert. If within two (2) Trading Days after the Company's
receipt of the facsimile or email copy of a Conversion Notice the Company shall fail to issue and deliver to Holder via "DWAC/FAST"
electronic transfer the number of shares of Common Stock to which the Holder is entitled upon such holder's conversion of any Conversion
Amount (a "Conversion Failure"), the Original Principal Amount of the Note shall increase by $2,000 per day until
the Company issues and delivers a certificate to the Holder or credit the Holder's balance account with DTC for the number of shares
of Common Stock to which the Holder is entitled upon such holder's conversion of any Conversion Amount (under Holder's and Company's
expectation that any penalty amounts will tack back to the Issuance Date). Company will not be subject to any penalties once
its transfer agent processes the shares to the DWAC system. If the Company fails to deliver shares in accordance with the timeframe
stated in this Section, resulting in a Conversion Failure, 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 and have the rescinded conversion
amount returned to the Principal Sum with the rescinded conversion shares returned to the Company (under Holder's and Company's
expectations that any returned conversion amounts will tack back to the original date of the Note).



    	4



    	 



    




 


(iii)               
DWAC/FAST Eligibility. If the Company fails for any reason to deliver to the Holder
the Shares by DWAC/FAST electronic transfer (such as by delivering a physical stock certificate), or if there is a Conversion Failure
as defined in Section 3(b)(ii), and if the Holder incurs a Market Price Loss, then at any time subsequent to incurring the loss
the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect of the Market Price Loss
and the Company must make the Holder whole by either of the following options at Holder's election:


 


Market Price Loss= [(High
trade price for the period between the day of conversion and the day the shares clear in the Holder's brokerage account) x (Number
of shares receivable from the conversion)] - [(Net Sales price realized by Holder) x (Number of shares receivable from the conversion)].


 


Option A - Pay Market Price
Loss in Cash. The Company must pay the Market Price 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.


 


Option B - Add Market Price
Loss to Principal Sum. The Company must pay the Market Price Loss by adding the Market Price Loss to the balance of the Principal
Sum (under Holder's and the Company's expectation that any Market Price Loss amounts will tack back to the Issuance Date).


 


In the case that conversion shares are
not deliverable by DWAC/FAST electronic transfer an additional 5% discount to the Conversion Price will apply.


 


(iv) DTC Eligibility.
If the Company fails to maintain its status as "DTC Eligible" for any reason, the Principal Amount of the Note shall
increase by ten thousand dollars ($15,000) (under Holder's and Company's expectation that any Principal Amount increase will tack
back to the Issuance Date). In addition, the Conversion Price shall be redefined to equal the lesser of (a) $0.020 or (b) 50% of
the lowest trade occurring during the twenty five (25) consecutive Trading Days immediately preceding the applicable Conversion
Date on which the Holder elects to convert all or part of this Note, subject to adjustment as provided in this Note.


 


(v) Book-Entry.
Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms
hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount
represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice
may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and
the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use
such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note
upon conversion.



    	5



    	 



    




 


(c) Limitations
on Conversions or Trading.


 


(i) Beneficial
Ownership. The Company shall not effect any conversions of this Note and the Holder shall not have the right to convert any
portion of this Note or receive shares of Common Stock as payment of interest hereunder to the extent that after giving effect
to such conversion or receipt of such interest payment, the Holder, together with any affiliate thereof, would beneficially own
(as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of
the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares as payment
of interest. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at
the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess
of 4.99% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the
Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained
in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation
contained in this Section applies, the determination of which portion of the principal amount of this Note is convertible shall
be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of this
Note that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance
in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for
the maximum principal amount permitted to be converted on such Conversion Date in accordance with Section 3(a) and, any principal
amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding under this Note. The provisions
of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior
notice to the Company. Other Holders shall be unaffected by any such waiver.


 


(d)Other
Provisions.


 


(i)Share Reservation.
The Company shall at all times reserve and keep available out of its authorized Common Stock the full number of shares of Common
Stock issuable upon conversion of all outstanding amounts under this Note; and within five (5) Business Days following the receipt
by the Company of a Holder's notice that such minimum number of Underlying Shares is not so reserved, the Company shall promptly
reserve a sufficient number of shares of Common Stock to comply with such requirement. The Company will at all times reserve at
least 50,000,000 shares of Common Stock for conversion.


 


(ii)Prepayment.
At any time within the 90 day period immediately following the Issuance Date, the Company shall have the option, upon l 0 business
days' notice to Holder, to pre-pay the entire remaining outstanding principal amount of this Note in cash, provided that (i) the
Company shall pay the Holder 150% of the Outstanding Balance, (ii) such amount must be paid in cash on the next business day following
such 10 business day notice period, and (iii) the Holder may still convert this Note pursuant to the terms hereof at all times
until such prepayment amount has been received in full. Except as set forth in this Section the Company may not prepay this Note
in whole or in part.



    	6



    	 



    




 


(iii)               
Terms of Future Financings. So long as this Note is outstanding, upon any issuance
by the Company or any of its subsidiaries of any security 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 Holder's option, shall become a part of the transaction
documents with the Holder. The types of terms contained in another security that may be more favorable to the holder of such security
include, but are not limited to, terms addressing conversion discounts, conversion lookback periods, interest rates, original issue
discounts, stock sale price, private placement price per share, and warrant coverage.


 


(iv)               All
calculations under this Section 3 shall be rounded up to the nearest $0.00001 or whole share.


 


(v)Nothing herein
shall limit a Holder's right to pursue actual damages or declare an Event of Default pursuant to Section 2 herein for the Company's
failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such
Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree
of specific performance and/or injunctive relief, in each case without the need to post a bond or provide other security. The exercise
of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under
applicable law.


 


(4)SECTION
3(A)(9) OR 3(A)(10) TRANSACTION. So long as this Note is outstanding, the Company shall not enter into any transaction or arrangement
structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the Securities
Act (a "3(a)(9) Transaction") or Section 3(a)(10) of the Securities Act (a "3(a)(10) Transaction"). In the
event that the Company does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10) Transaction
while this note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but not less
than $25,000, will be assessed and will become immediately due and payable to the Holder at its election in the form of cash payment
or addition to the balance of this Note.


 


(5)PIGGYBACK
REGISTRATION RIGHTS. The Company shall include on the next registration statement the Company files with 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 of25% of the outstanding principal balance of this Note, but not less than $25,000, being immediately due and
payable to the Holder at its election in the form of cash payment or addition to the balance of this Note.


 


(6)REISSUANCE OF THIS
NOTE.


 


(a)                
Assignability. The Company may not assign this Note. This Note will be binding upon
the Company and its successors and will inure to the benefit of the Holder and its successors and assigns and may be assigned by
the Holder to anyone of its choosing without Company's approval.



    	7



    	 



    




 


(b)                
Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction,
of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender
and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note representing the outstanding Principal.


 


(7)NOTICES.Any
notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) (iii)
upon receipt, when sent by email; or (iv) one (1) Trading Day after deposit with a nationally recognized overnight delivery service,
in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall
be those set forth in the communications and documents that each party has provided the other immediately preceding the issuance
of this Note or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party
has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written
confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically or
electronically generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of
the first page of such transmission or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.


 


The addresses for such communications
shall be:


 


If to the Company,
to:


 


Co-Signer, Inc.


8275 S. Eastern Ave.


Suite 200-661


Las Vegas, NV 89123


Attn: Kurtis A. Kramarenko


Email: kurt@co-signer.com


 


If to the Holder:


 


BLACK MOUNTAIN EQUITIES,
INC.


____________________________________


____________________________________


____________________________________


Attn:


Email:


 


(8)APPLICABLE
LAW AND VENUE. This Note shall be governed by and construed in accordance with the laws of the State of California, without
giving effect to conflicts of laws thereof. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement shall be brought only in the state courts of California or in the federal courts located in the city and county
of San Diego, in the State of California. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction
of such courts.


 


(a)WAIVER.
Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict
adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.


 


[Signature Page Follows]




    	8



    	 



    

IN WITNESS WHEREOF. the Company
has caused this Convertible Note to be duly executed by a duly authorized officer as or the date set forth above.


 


 


 


COMPANY:


 


 


CO-SIGNER, INC.


 


By: /s/ Kurtis A. Kramarenko
CEO2/13/14


Name: Kurtis A. Kramarenko


Title: Chief Executive Officer


 


HOLDER:


 


 


BLACK MOUNTAIN EQUITIES,
INC..


 


 


By: /s/ Adam Baker


Name: Adam Baker


Title: President





 


 


[Signature Page to Convertible Note
No. COSR-1)




    	9



    	 



    

EXHIBIT A


 


NOTICE OF CONVERSION


 


[Company Contact, Position]


[Company Name]


[Company Address]


[Contact Email Address}


 


The undersigned hereby elects to convert
a portion of the $__________ Convertible Note __________ issued to Black Mountain Equities, Inc. on ___________ into Shares of
Common Stock of _____________ according to the conditions set forth in such Note as of the date written below.


 


By accepting this notice of conversion,
you are acknowledging that the number of shares to be delivered represents less than 5% (five percent) of the common stock outstanding.
If the number of shares to be delivered represents more than 4.99% of the common stock outstanding, this conversion notice shall
immediately automatically extinguish and debenture Holder must be immediately notified.


 


 


Date of Conversion:___________


Conversion Amount: ___________


Conversion Price: ___________


Shares to be Delivered: ___________


 


Shares delivered in name of:


BLACK MOUNTAIN EQUITIES, INC.


 


 


 


 


 


Signature:_______________________________


By:


Title:


Black Mountain Equities, Inc.



    	10