0001493152-21-021593 Sample Contracts

COROWARE, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • August 31st, 2021 • CoroWare, Inc, • Services-prepackaged software • Delaware

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

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CONSULTING AGREEMENT
Consulting Agreement • August 31st, 2021 • CoroWare, Inc, • Services-prepackaged software • Florida

This Consulting Agreement (the “Agreement”) is made and entered into as of this 10th day of June 2021, by and between CoroWare, Inc. a Delaware corporation whose address is 13110 NE 177th Place, #293, Woodinville, WA 98072 (the “Company”) and Global Technologies, Ltd (the “Consultant”), a Delaware corporation whose address is 501 1st Ave N., Suite 900, St. Petersburg, FL 33701, (individually, a “Party”; collectively, the “Parties”). This Agreement is non-exclusive.

GLOBAL GUARANTY AGREEMENT
Global Guaranty Agreement • August 31st, 2021 • CoroWare, Inc, • Services-prepackaged software • New Jersey

This GLOBAL GUARANTY AGREEMENT dated as of February 5, 2016 (the “Guaranty”), is given by each of the entities listed on Schedule 1 attached hereto (jointly, severally, and collectively, the “Guarantors”) in favor of YA Global Investments, L.P. (f/k/a Cornell Capital Partners, L.P.) (the “Secured Party”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Forbearance Agreement (as defined below).

AMENDED AND RESTATED GLOBAL SECURITY AGREEMENT
Global Security Agreement • August 31st, 2021 • CoroWare, Inc, • Services-prepackaged software • New Jersey

THIS AMENDED AND RESTATED GLOBAL SECURITY AGREEMENT (the “Agreement”) is entered into as of February 5, 2016, by and among (i) CoroWare, Inc., a Delaware corporation (“CoroWare”), and (ii) each Subsidiary and Affiliate of CoroWare listed on Schedule 1 attached hereto (collectively, the “Subsidiaries,” and together with CoroWare, jointly, severally, and collectively, the “Grantors”) in favor of YA Global Investments, L.P. (the “Secured Party”).

SETTLEMENT AGREEMENT
Settlement Agreement • August 31st, 2021 • CoroWare, Inc, • Services-prepackaged software

This SETTLEMENT AGREEMENT (this “Agreement”) is dated as of July ___, 2021, by and among (i) COROWARE, INC. (“CoroWare”), (ii) COROWARE TECHNOLOGIES, INC. (“CT”), (iii) ROBOTIC WORKSPACE TECHNOLOGIES, INC. (“RWT”) (CoroWare, CT and RWT shall be collectively referred to herein as the “Obligors”), and (ii) YA GLOBAL INVESTMENTS, L.P., formerly known as Cornell Capital Partners, LP, a Cayman Island exempt limited partnership (“YA”), and having offices located at 1012 Springfield Avenue, Mountainside, New Jersey 07092.

10% FIXED CONVERTIBLE PROMISSORY NOTE OF COROWARE, INC.
Convertible Note • August 31st, 2021 • CoroWare, Inc, • Services-prepackaged software • New York

This Note is a duly authorized Fixed 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% Fixed Convertible Promissory Note due July 19, 2022 (“Maturity Date”) in the face amount of $105,000 (the “Note”).

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • August 31st, 2021 • CoroWare, Inc, • Services-prepackaged software • New Jersey

This AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), is dated as of February 5, 2016, by each of the undersigned entities (collectively, the “Grantors”) in favor of YA Global Investments, L.P. as collateral agent for itself and certain other lenders (in such capacity, the “Secured Party”).

FORBEARANCE AGREEMENT
Forbearance Agreement • August 31st, 2021 • CoroWare, Inc, • Services-prepackaged software

This FORBEARANCE AGREEMENT (this “Agreement”) is dated as of February 5, 2016, by and among (i) COROWARE, INC. (“CoroWare”), (ii) COROWARE TECHNOLOGIES, INC. (“CT”), (iii) the subsidiaries and affiliates of CoroWare and CT listed on Schedule 1 attached hereto (the “Subsidiaries”) (CoroWare, CT and the Subsidiaries shall be collectively referred to herein as the “Obligors”), and (ii) YA Global Investments, L.P., formerly known as Cornell Capital Partners, LP, a Cayman Island exempt limited partnership (the “Lender”), and having offices located at 1012 Springfield Avenue, Mountainside, New Jersey 07092.

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