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, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS SUCH
SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN ACCORDANCE WITH SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.


 


CO-SIGNER,
INC.


8%
CONVERTIBLE NOTE


 


	US
    $37,500.00	Henderson,
    Nevada
	 	January
    27, 2014


 


For
good and valuable consideration,
Co-Signer, Inc., a Nevada corporation, ("Maker"),
hereby makes and delivers this 8%
Secured Note (this "Note")
in favor of Darren M. Magot,
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 8275
S. Eastern Avenue, Suite 200-661, Las Vegas, NV 89123-2545,
or at such other place as Holder may designate in writing, in currently available funds of
the United States, the principal amount of
$37,500.00 (U.S. Dollars). Maker's obligation
under this Note shall accrue simple interest at the rate of
Eight Percent (8.0%) 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.
This Secured Note supersedes the Promissory Note dated January 3, 2014 between Maker and Holder for $15,000.00 plus fees and interest.


 


2.                  
Payment Terms.


 


a.                  
All principal and accrued interest then outstanding
shall be due and payable by the Maker on or before one hundred eighty (180) days 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 March 31, 2014, and future payments being
due each three (3) months thereafter until the Maturity Date or until earlier redemption of this Note under the terms hereof.
In addition the Holder will receive $2,500.00 in loan origination fees, payable over the term of the Note.


 


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 six (6) months 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 $0.04 per share, (the "Conversion
Price"), subject to adjustment as explained herein.


 


b.                  
Notices.


 


i.                         
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.


 


ii.                       
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 $0.10 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.


 


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-1, 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).


 


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 amounts 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, counterclaim 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.


 


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.


 



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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.


 


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”


 


By:
/s/ Kurt A. Kramarenko


Kurt
A. Kramarenko, CEO


 


Date:
01/29/2014


 


Darran
M. Magot “Holder”


 


By:
/s/ Darren M. Magot


Darran
M. Magot, Investor, Self


 


Date:
01/27/2014



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