THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR REGISTERED OR QUALIFIED UNDER ANY
STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERREDPLEDGED OR HYPOTHECATED UNLESS SUCH SALE, TRANSFER, PLEDGE
OR HYPOTHECATION IS IN ACCORDANCE WITH SUCH ACT AND APPLICABLE STATESECURITIES LAWS.


 


CO
SIGNER, INC.


9%
CONVERTIBLE NOTE


	US $30,000.00	
        Henderson,
        Nevada

        November
        01, 2013



 


For
good and valuable consideration, Co-Signer, Inc.,
a Nevada corporation, ("Maker"),
herebymakes and delivers this 9% Secured Note (this "Note")
in favor of Charles J. Kalina, III, or his/her assigns ("Holder"),
and hereby agrees as follows:


 


1.Principal
Obligation and Interest. For value received, Maker promises to
pay to Holder at 6250 Mountain Vista Street, Suite C-l,Henderson, NV 89014, or at such other place as Holder may designate
in writing, in currently available funds of the United States, the principal amount of $30,000.00(U.S. Dollars). Maker's obligation
under this Note shall accrue simple interest at the rate of Nine Percent (9.0%) per year from the date hereof until paid
in full. Interest shall be computed on the basis of a 365-day year or 366-day year, as applicable and actual days lapsed.


 


2.
Payment
Terms.


a.                  
All principal and accrued interest then outstanding shall be due and
payable by the Maker on or before two (2) Years from the date hereof (the "Maturity Date").


 


b.                 
Accrued interest hereunder shall be due and payable from Maker to Holder
on a semi-annual basis, with the first such payment being due on December 31, 2013, and future payments being due each six (6)
months thereafter until the Maturity Date or until earlier redemption of this Note under the terms hereof.


 


c.                  
At any time after the date hereof and before the Maturity Date, this
Note may be paid or redeemed in whole, or in part on one or more occasions, at the sole option of the Maker.


 


d.                 
All payments of interest hereunder may, at the sole option of the Maker,
be paid in validly issued shares of common stock in the Maker, par value $0.001, issued to Holder. Common stock issued to Holder
as payment hereunder shall be valued at a price per share equal to the average of the closing market prices (VWAP) for the Maker's
common stock during the twenty (20) trading days immediately preceding the due date for such payment.


 


e.                  
All payments shall be applied first to interest, then to principal and
shall be credited to the Maker’s account on the date that such payment is physically received by the Holder.




    	 



    	 



    

 


3.                  
Optional Conversion; Adjustments to
Conversion Price.


a.                  
At any time after one (1) year from the date hereof, the Holder shall have the right, at its
option, to convert all or any portion of the principal and accrued interest due and owing hereunder into shares of fully paid and
non-assessable Common Stock of the Maker at the price of $0,075 per share, (the "Conversion Price"), subject to adjustment
as explained herein.


b.                  
If the Maker shall (i) declare a dividend or other distribution payable
in securities, (ii) split its outstanding shares of Common Stock into a larger number, (iii) combine its outstanding shares of
Common Stock into a smaller number, or (iv) increase or decrease the number of shares of its capital stock in a reclassification
of the Common Stock including any such reclassification in connection with a merger, consolidation or other business combination
in which the Maker is the continuing entity (any such corporate event, an "Event"), then in each instance the Conversion
Price shall be adjusted such that the number of shares issued upon conversion of the sum due and owing hereunder will equal the
number of shares of Common Stock that would otherwise be issued but for such event.


c.                   
If, at any time in the two (2) years following the issuance of this Note,
the Maker sells, grants any option to purchase, otherwise disposes of, or issues (or announces any sale, grant, or any option to
purchase or other disposition) any Common Stock of the Maker at an effective price per share that is lower than the Conversion
Price then in effect (a "Dilutive Issuance"), then the Conversion Price shall be reduced to equal the effective price
per share of such Dilutive Issuance.


d.                  
Notices.


1.                       
Immediately upon any adjustment of the Conversion Price, the Maker shall
give written notice thereof to Holder, setting forth in reasonable detail and certifying the calculation of such adjustment and
the facts upon which such adjustment is based.


 


2.                       
The Maker shall give written notice to the Holder at least five (5) days
prior to the date on which the Maker closes its books or takes a record (a) with respect to any dividend or distribution upon Common
Stock, or (b) with respect to any dissolution or liquidation or any merger,


consolidation,
reorganization, recapitalization or similar event.


 


4.                  
Mandatory Conversion.


 


a.                          
In the event that (i) the VWAP of the Corporation' s Common Stock is
in excess of $0.125 per share for 10 consecutive trading days as determined by Bloomberg reporting, and
(ii) the 90- day average daily trading volume of the Corporation's Common Stock is above 100,000 shares, as determined by Bloomberg
reporting, all sums due and owing will automatically be converted into the number of shares of Common Stock into which such sums
would be converted on the date of such occurrence (the "Forced Conversion Date"), in accordance with the terms of this
Note.


 


b.                         
The Corporation shall give to the Holder written notice of mandatory
conversion at least ten (10) business days prior to the Forced Conversion Date, setting forth therein: (i) the number of shares
of Common Stock into which such Holder's Note is to be converted based on such Conversion Price: (ii) that the conversion is to
be effective on the Forced Conversion Date; and (iii) the address of the place or places at which this Note is to be surrendered.
Such notice shall be sent by first class mail, postage prepaid, to the Holder at the Holder's address of record. On or before the
Forced Conversion Date, the Holder shall surrender this Note to the Corporation at any place set forth in such notice or, if no
such place is so set forth, at the principal executive offices of the Corporation. As soon as practicable after the Forced Conversion
Date and the surrender of this Note, the Corporation shall issue and deliver to each such holder, or its nominee, at such holder's
address of record, a certificate or certificates for the number of whole shares of Common Stock issuable upon such conversion in
accordance with the provisions hereof.




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5.                  
Registration Rights.


 


a.                  
The Maker agrees that if, at any time, and from time to time, the Board
of Directors of the Maker shall authorize the filing of a registration statement under the Securities Act of 1933 on Form S-l,
S-3, or S-4 in connection with the proposed offer of any of its securities by it or any of its stockholders, the Maker shall: (A)
promptly notify each Holder that such registration statement will be filed and that the Common Stock issuable to Holder upon conversion
of this Note at the Conversion Price then in effect (the "Registrable Securities") will be included in such registration
statement at such Holder's request; (B) cause such registration statement to cover all of such Registrable Securities for which
such Holder requests inclusion; (C) use best efforts to cause such registration statement to become effective as soon as practicable;
(D) use best efforts to cause such registration statement to remain effective until the earliest to occur of (i) such date as the
sellers of Registrable Securities have completed the distribution described in the registration statement and (ii) such time that
all of such Registrable Securities are no longer, by reason of Rule 144 under the Securities Act, required to be registered for
the sale thereof by such Holders; and (E) take all other reasonable action necessary under any federal or state law or regulation
of any governmental authority to permit all such Registrable Securities to be sold or otherwise disposed of, and will maintain
such compliance with each such federal and state law and regulation of any governmental authority for the period necessary for
such Holder to promptly effect the proposed sale or other disposition.


 


b.                  
The right of any Holder to request inclusion in any registration pursuant
to this Agreement shall terminate if all Registrable Securities may immediately be sold under Rule 144


 


c.                  
Notwithstanding any other provision of this Section 5, the Maker may
at any time, abandon or delay any registration commenced by the Maker. In the event of such abandonment by the Maker, the Maker
shall not be required to continue registration of shares requested by the Holder for inclusion.


 


d.                  
In connection with any offering involving an underwriting of shares of
the Maker's capital stock, the Maker shall not be required to include any of the Registrable Securities in such underwriting unless
they accept the terms of the underwriting as agreed upon between the Maker and the underwriters selected by it, and then only in
such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Maker.
If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering
exceeds the amount of securities sold other than by the Maker that the underwriters determine in their sole discretion is compatible
with the success of the offering, then the Maker shall be required to include in the offering only that number of such securities,
including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of
the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount
of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually
be agreed to by such selling stockholders).


 




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6.                  
Representations and Warranties of
Maker. Maker hereby represents and warrants the following to Holder:


 


a.                  
Maker and those executing this Note on its behalf have the full right,
power, and authority to execute, deliver and perform the Obligations under this Note, which are not prohibited or restricted under
the articles of incorporation or bylaws of Maker. This Note has been duly executed and delivered by an authorized officer of Maker
and constitutes a valid and legally binding obligation of Maker enforceable in accordance with its terms.


 


b.                  
The execution of this Note and Maker's compliance with the terms, conditions
and provisions hereof does not conflict with or violate any provision of any agreement, contract, lease, deed of trust, indenture,
or instrument to which Maker is a party or by which Maker is bound, or constitute a default thereunder.


 


7.                  
Representations and Covenants of
the Holder. The Maker has issued this Note in reliance upon the
following representations and covenants of the Holder:


 


a.                  
Investment Purpose.
This Note and any common stock which may be issued as payment hereunder or upon conversion hereof are acquired for investment and
not with a view to the sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging
in any public distribution of the same except pursuant to a registration or exemption.


 


b.                  
Private Issue.
The Holder understands (i) that this Note and any common stock which may be issued as payment hereunder are not registered under
the Securities Act of 1933 (the " 1933 Act") or qualified under applicable state securities laws, and (ii) that the Maker
is relying on an exemption from registration predicated on the representations set forth in this Section 7.


 


c.                  
Financial Risk.
The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks
of its investment, and has the ability to bear the economic risks of its investment.


 


d.                  
Risk of No Registration.
The Holder understands that if the Maker does not register with the Securities and Exchange Commission pursuant to Section 12 of
the Securities Exchange Act of 1934 (the " 1934 Act"), or file reports pursuant to Section 15(d) of the 1934 Act, or
if a registration statement covering the securities under the 1933 Act is not in effect when it desires to sell any of the common
stock issued as payment hereunder, it may be required to hold such securities for an indefinite period. The Holder also understands
that any sale of this Note or any sale of common stock in the Maker which might be made by Holder in reliance upon Rule 144 under
the 1933 Act may be made only in accordance with the terms and conditions of that Rule.


 




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8.                  
Defaults.
The following events shall be defaults under this Note:


 


a.                  
Maker's failure to remit any payment under this Note on before the date
due, if such failure is not cured in full within ten (10) days of written notice of default;


 


b.                  
Maker's failure to perform or breach of any non-monetary obligation or
covenant set forth in this Note or in the Agreement if such failure is not cured in full within fifteen (15) days following delivery
of written notice thereof from Holder to Maker;


 


c.                  
If Maker is dissolved, whether pursuant to any applicable articles of
incorporation or bylaws, and/or any applicable laws, or otherwise;


 


d.                  
The entry of a decree or order by a court having jurisdiction in the
premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Maker under the federal Bankruptcy code or any other applicable federal or state
law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering
the winding up or liquidation of its affairs, and the continuance of any such decree or order un-stayed and in effect for a period
of twenty (20) days; or


 


e.                  
Maker's institution of proceedings to be adjudicated a bankrupt or insolvent,
or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer
or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or
its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company,
or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it
in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance
of any such action.


 


9.                  
Rights and Remedies of Holder.
Upon the occurrence of an event of default by Maker under this
Note, then, in addition to all other rights and remedies at law or in equity, Holder may exercise any one or more of the following
rights and remedies:


 


a.                  
Accelerate the time for payment of all amounts payable under this Note
by written notice thereof to Maker, whereupon all such amount s shall be immediately due and payable.


 


b.                  
Pursue any other rights or remedies available to Holder at law or in
equity.


 


10.              
Choice of Laws; Actions.
This Note shall be constructed and construed in accordance with the internal substantive laws of the State of Nevada, without regard
to the choice of law principles of said State. Maker acknowledges that this Note has been negotiated in Clark County, Nevada. Accordingly,
the exclusive venue of any action, suit, counter-claim or cross claim arising under, out of, or in connection with this Note shall
be the state or federal courts in Clark County, Nevada. Maker hereby consents to the personal jurisdiction of any court of competent
subject matter jurisdiction sitting in Clark County, Nevada.




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11.              
Usury Savings Clause.
Maker expressly agrees and acknowledges that Maker and Holder intend and agree that this Note shall not be subject to the usury
laws of any state other than the State of Nevada. Notwithstanding anything contained in this
Note to the contrary, if collection from Maker of interest at the rate set forth herein would be contrary to applicable laws,
then the applicable interest rate upon default shall be the highest interest rate that may be collected from Maker under applicable
laws at such time.


 


12.              
Costs of Collection.
Should the indebtedness represented by this Note, or any part hereof, be collected at law, in equity, or in any bankruptcy, receivership
or other court proceeding, or this Note be placed in the hands of any attorney for collection after default, Maker agrees to pay,
in addition to the principal and interest due hereon, all reasonable attorneys' fees, plus all other costs and expenses of collection
and enforcement.


 


13.              
Miscellaneous.


 


a.                  
This Note shall be binding upon Maker and shall inure to the benefit
of Holder and its successors, assigns, heirs, and legal representatives.


 


b.                  
Any failure or delay by Holder to insist upon the strict performance
of any term, condition, covenant or agreement of this Note, or to exercise any right, power or remedy hereunder shall not constitute
a waiver of any such term, condition, covenant, agreement, right, power or remedy.


 


c.                  
Any provision of this Note that is unenforceable shall be severed from
this Note to the extent reasonably possible without invalidating or affecting the intent, validity or enforceability of any other
provision of this Note.


 


d.                  
This Note may not be modified or amended in any respect except in a writing
executed by the party to be charged.


 


e.                  
Time is of the essence.


 


14.               
Notices.
All notices required to be given under this Note shall be given to each of the parties at such address as a party may designate
by written notice to the other party.


 


Notices
may be transmitted by facsimile, certified mail, private delivery, or any other commercially reasonable means, and shall be deemed
given upon receipt by the Party to whom they are addressed.




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15.               
Waiver of Certain Formalities.
All parties to this Note hereby waive presentment, dishonor,
notice of dishonor and protest. All parties hereto consent to, and Holder is hereby expressly authorized to make, without notice,
any and all renewals, extensions, modifications or waivers of the time for or the terms of payment of any sum or sums due hereunder,
or under any documents or instruments relating to or securing this Note, or of the performance of any covenants, conditions or
agreements hereof or thereof or the taking or release of collateral securing this Note. Any such action taken by Holder shall
not discharge the liability of any party to this Note.


 


IN
WITNESS WHEREOF, this Note has been executed effective the date
and place first written above.


 


	Co-Signer, Inc. "Maker":	
	
        /s/ Darren
        M. Magot, CEO

        By: Darren
        M. Magot

        Date: 11/2/13
	
        By: /s/ Charles J. Kalina, III

        Charles J. Kalina, III, Investor/Self

        Date: 11/2/13



 








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