SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act 1934
Date of Report (Date of earliest event reported):
April 6, 2015
THINSPACE TECHNOLOGY, INC.
(Exact name of registrant
as specified in charter)
| Delaware |
000- 52524 |
43-2114545 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
12555 Orange Drive, Suite 216
Davie, FL 33330
(Address of principal executive offices) (zip
code)
786-763-3830
(Registrant's telephone number)
____________________
(Former name and address, if changed since last
report.)
Copies to:
Richard A. Friedman,
Esq.
Jeff Cahlon,
Esq.
Sichenzia Ross
Friedman Ference LLP
61 Broadway,
32nd Floor
New York, New
York 10006
Telephone: (212) 930-9700
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|_| Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12(b) under the Exchange
Act (17 CFR 240.14a-12(b))
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On April 6, 2015, Thinspace Technology, Inc. (the “Company”)
issued and sold to RDW Capital , LLC (“RDW”) a 6% convertible debenture in the principal amount of $105,000 (the “RWD
Debenture”) for a purchase price of $100,000. The RDW Debenture is convertible into the Company’s common stock at a
conversion price equal to 65% of the average of the 3 lowest closing prices of the common stock for the twenty trading days prior
to conversion. Repayment of the RDW Debenture is due one year from the date of issuance. The RDW Debenture bears interest at the
rate of 6% per year, due at maturity and guaranteed unless the RDW Debenture is converted to common stock. The Company may prepay
the RDW Debenture subject to a 15% prepayment penalty.
On April 9, 2015, the Company entered into and closed a securities
purchase agreement (the “St. George SPA”) with St. George Investments LLC (“St. George”), pursuant to which
the Company issued and sold to St. George a convertible promissory note in the principal amount of $107,500 (the “St. George
Note”) for a purchase price of $100,000. The St. George Note is convertible into the Company’s common stock at a conversion
price equal to 65% of the lowest closing bid price of the common stock for the twenty trading days prior to conversion. Repayment
of the St. George Note is due one year from the date of issuance. The St. George Note accrues interest at the rate of 8% per year,
due at maturity. The Company may prepay the St. George Note, subject to a prepayment penalty of (i) 25% for prepayments made within
less than 180 days of the issuance date, and (ii) 30% for prepayments made 180 or more days after the issuance date.
On April 10, 2015, the Company entered into and closed a securities
purchase agreement (the “Blue Citi SPA”) with Blue Citi PR (“Blue Citi”), pursuant to which the Company
issued and sold to Blue Citi a convertible debenture in the principal amount of up to $535,000 (the “Blue Citi Debenture”)
for a purchase price of $500,000 payable as follows: (i) $200,000 was paid upon issuance; (ii) $200,000 is payable in Blue Citi’s
discretion at any time within 60 days of issuance, provided that, if Blue Citi does not make such payment prior to the date this
is 60 days from the date of issuance, Blue Citi will be required to make such payment on the date that is 60 days from the date
of issuance, subject to the condition that the average trading price for the Company’s common stock for the five trading
days prior to the date that is 60 days from the date of issuance is equal to or greater than 50% of the 5 day average trading price
prior to the date of issuance, and (iii) $100,000 at the sole discretion of Blue Citi within 365 days of the date of issuance,
provided that, if Blue Citi does not make the second $200,000 payment under the Blue Citi Debenture within 60 days of the date
of issuance, Blue Citi will not have the right to make such $100,000 payment. The Blue Citi Debenture is convertible into the Company’s
common stock at a conversion price equal to 65% of the average of the three lowest trading prices for the common stock for the
twenty trading days prior to conversion. Repayment of the Blue Citi Debenture is due two years from the date of issuance. The Blue
Citi Debenture accrues interest at the rate of 8% per year, due at maturity. The Company may prepay the Blue Citi Debenture, subject
to a prepayment penalty of (i) 20% for prepayments made within 90 days of the issuance date, (ii) 25% for prepayments made between
91 and 179 days of the issuance date, and (iii) 30% for prepayments made 180 or more days after the issuance date.
In connection with the foregoing, the Company relied upon the exemption
from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public
offering.
The foregoing descriptions of the RDW Debenture, St. George SPA,
St. George Debenture, Blue Citi SPA, and Blue Citi Debenture do not purport to be complete and are qualified in their entirety
by reference to the full text of the documents, which are filed as exhibits to this Current Report on Form 8-K and are incorporated
herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in response to Item 1.01 of this report
is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information provided in response to Item 1.01 of this report
is incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| |
|
|
| Exhibit Number |
|
Description |
| 10.1 |
|
RDW Debenture |
| 10.2 |
|
St. George SPA |
| 10.3 |
|
St. George Note |
| 10.4 |
|
Blue Citi SPA |
| 10.5 |
|
Blue Citi Debenture |
| |
|
|
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
THINSPACE TECHNOLOGY, INC. |
|
| |
|
|
|
| Dated: April 10, 2015 |
By: |
/s/ J. Christopher Bautista |
|
| |
|
Name: J. Christopher Bautista |
|
| |
|
Title: Chief Executive Officer |
|
3
Exhibit 10.1
NEITHER THESE SECURITIES NOR THE SECURITIES
INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON
CONVERSION OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
Date of Issuance: 4/6/15
$105,000
6% CONVERTIBLE DEBENTURE
DUE 4/6/16
THIS DEBENTURE is a duly authorized and issued
6% Convertible Debenture of Thinspace Technology, Inc. having a principal place of business at 5535 S. Williamson Blvd Unit 571
Port Orange, FL 32128 (“Company"), due 4/6/16 (the "Debenture").
FOR VALUE RECEIVED, the
Company promises to pay to RDW Capital, LLC or its registered assigns (the "Holder"),
the principal sum of $105,000 plus interest on 4/6/16 or such earlier date as the Debentures are required or permitted to be repaid
as provided hereunder (the "Maturity Date"), and to pay interest to the Holder on the aggregate unconverted and then
outstanding principal amount of this Debenture at the rate of (6%)Six percent guaranteed interest payable regardless of how long
the debenture remains outstanding, unless the Debenture is converted to shares of common stock in accordance with the terms and
conditions herein. The Debenture shall also have an original issue discount of five percent (5%) from the stated Principal Amount.
The Holder will pay $100,000 upon execution.
THE COMPANY MAY PREPAY ANY PORTION OF THE PRINCIPAL
AMOUNT AT 115% OF SUCH AMOUNT ALONG WITH ANY ACCRUED INTEREST OF THIS DEBENTURE AT ANY TIME UPON SEVEN DAYS WRITTEN NOTICE TO THE
HOLDER
This Debenture is subject
to the following additional provisions:
Section 1. DENOMINATIONS.
This Debenture is exchangeable for an equal aggregate principal amount of Debentures of different authorized denominations, as
requested by the Holder surrendering the same. No service charge will be made for such registration of transfer or exchange.
Section 2.TRANSFER. This
Debenture may be transferred or exchanged only in compliance with applicable federal and state securities laws and regulations.
Prior to due presentment to the Company for transfer of this Debenture, the Company and any agent of the Company may treat the
Person in whose name this Debenture is duly registered on the Debenture Register as the owner hereof for the purpose of receiving
payment as herein provided and for all other purposes, whether or not this Debenture is overdue, and neither the Company nor any
such agent shall be affected by notice to the contrary.
Section 3. EVENTS OF DEFAULT.
(a) "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) any default in the
payment of the principal of, interest (including Late Fees) on, or liquidated damages in respect to this Debenture, free of any
claim of subordination, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or
by acceleration or otherwise) which default is not cured, if possible to cure, within 3 days of notice of such default sent by
the Holder;
(ii) the Company or any
of its subsidiaries shall commence, or there shall be commenced against the Company or any such subsidiary a case under any applicable
bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or 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 thereof or there is commenced
against the Company or any subsidiary thereof any such bankruptcy, insolvency or other proceeding which remains undismissed for
a period of 60 days; or the Company or any subsidiary thereof 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 thereof suffers any appointment of any
custodian or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of 60
days; or the Company or any subsidiary thereof makes a general assignment for the benefit of creditors; or 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
(iii)
the Company shall fail to timely file all reports required to be filed by it with the SEC pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise required by the Exchange
Act.
(iv) the material breach
of any promise or representation in this Agreement and or related representation or agreement made by the COMPANY and or any of
its officers, which shall include, without limitation, the failure to deliver shares of common stock due HOLDER on a conversion
within three Business Days from the date of conversion or sooner, which delivery must be otherwise made per reasonable specifications
of the HOLDER (e.g. to brokerage firm account).
If the COMPANY fails to perform hereunder by
delivering Shares or paying Principal and or Interest within 3 Business Days of said being due, then for the first up to 30 calendar
days from the due date of said performance, the COMPANY shall also owe payable immediately an amount equal to $1,000 per day as
a reasonable "Late Fee" in addition to any other damages and reasonable attorney fees and costs payable, to cover, on
a non accountable basis, the time, expense, efforts and or distress of the HOLDER having to focus its management, advisors, and
counselors on the matter of the COMPANY failing to honor its written obligations, and said figure is deemed a reasonable liquidated
damages provision and is not an election of remedy and is non exclusive so the HOLDER can add and pursue all rights otherwise.
(b) If any Event of
Default occurs and is continuing, the full principal amount of this Debenture, together with interest and other amounts owing in
respect thereof, to the date of acceleration shall become at the Holder's election, immediately due and payable in cash.. The Holder
need not provide and the Company hereby waives any presentment, demand, protest or other notice of any kind, and the Holder may
immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies
available to it under applicable law. Such declaration may be rescinded and annulled by Holder at any time prior to payment hereunder
and the Holder shall have all rights as a Debenture holder until such time, if any, as the full payment under this Section shall
have been received by it. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent
thereon.
(c) It is hereby agreed
that in the event any Installment Paymentnoted above is not paid by Bank transfer within 5 days of any Due Date, for any reason,
then at the option of the Company this agreement may be cancelled and sent to RDW Capital LLC in writing to reflect the amount
actually paid to date of cancellation. Upon cancellation made under this agreement, the Debenture will adjust to reflect monies
actually paid. Upon cancellation holder is released from any liability.
Section 4. Conversion.
(a) (i) Holder's Conversion Right. At any
time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture, including interest and principal,
shall be convertible into shares of Common Stock at a price of Sixty Five Percent (65%) of the average of the three lowest closing
prices, determined on the then current trading market for the Company’s common stock, for 20 trading days prior to conversion
(the “Set Price”) at the option of the Holder, in whole at any time and from time to time. The Holder shall effect
conversions by delivering to the Company the form of Notice of Conversion attached hereto as Exhibit B ("Notice of Conversion"),
specifying the date on which such conversion is to be effected (a "Conversion Date"). If no Conversion Date is specified
in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect
conversions hereunder, the Holder shall not be required to physically surrender Debentures to the Company. The Company shall deliver
any objection to any Notice of Conversion within TWO (2) Business Days of receipt of such notice. In the event of any dispute or
discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. If the Company
does not request the issuance of the shares underlying this Debenture after receipt of a Notice of Conversion within TWO (2) Business
days following the period allowed for any objection, the Company shall be responsible for any differential in the value of the
converted shares underlying this Debenture between the value of the closing price on the date the shares should have been delivered
and the date the shares are delivered. In addition, if the COMPANY fails to timely (within 72 hours, 3 business days), deliver
the shares per the instructions of the HOLDER, free and clear of all legends in legal free trading form, the COMPANY shall allow
HOLDER to add two (2) days to the lookback (the mechanism used to obtain the conversion price along with discount) for each day
the COMPANY fails to timely (within 72 hours, 3 business days)) deliver shares, on the next conversion.
The Holder and any assignee,
by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion
of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated
on the face hereof. Any Opinion Letter required to effectuate the issuance of the shares pursuant to this Paragraph 4(a) and the
Notice of Conversion shall be provided and issued by Company. The Holder may use another attorney in it’s sole discretion
for the opinion. The parties hereby agree that the company will cover all legal costs associated with the issuance of the Opinion
Letter to the Transfer Agent.
(ii) If the Company,
at any time while this Debenture is outstanding: (A) shall pay a stock dividend or otherwise make a distribution or distributions
on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for
avoidance of doubt, shall not include any shares of Common Stock issued by the Company pursuant to this Debenture, including as
interest thereon), (B) subdivide outstanding shares of Common Stock into a larger number of shares, (C) combine (including by way
of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification of
shares of the Common Stock any shares of capital stock of the Company, then the Set Price shall be multiplied by a fraction of
which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event
and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant
to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive
such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination
or re-classification.
(iii) Whenever the Set
Price is adjusted pursuant to any of Section 4, the Company shall promptly mail to each Holder a notice setting forth the Set Price
after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
(iv) If (A) the Company
shall declare a dividend (or any other distribution) on the Common Stock; (B) the Company shall declare a special nonrecurring
cash dividend on or a redemption of the Common Stock; (C) the Company shall authorize the granting to all holders of the Common
Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (D) the approval
of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation
or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any
compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; (E) the Company shall
authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then, in each case,
the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of the Debentures, and shall
cause to be mailed to the Holders at their last addresses as they shall appear upon the stock books of the Company, at least 20
calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a
record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption,
rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or
share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock
of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon
such reclassification, consolidation, merger, sale, transfer or share exchange; provided, that the failure to mail such notice
or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified
in such notice. Holders are entitled to convert Debentures during the 20-day period commencing the date of such notice to the effective
date of the event triggering such notice.
(v) If, at any time while
this Debenture is outstanding, (A) the Company effects any merger or consolidation of the Company with or into another Person,
(B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (C) any
tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock
are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification
of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged
for other securities, cash or property (in any such case, a "Fundamental Transaction"), then upon any subsequent conversion
of this Debenture, the Holder shall have the right to receive, for each Underlying Share that would have been issuable upon such
conversion absent such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been
entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction,
the holder of one share of Common Stock (the "Alternate Consideration"). For purposes of any such conversion, the determination
of the Set Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Set Price
among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate
Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental
Transaction, then the Holder shall be given the same choice as to the Alternate consideration it receives upon any conversion of
this Debenture following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor
to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new debenture consistent with the
foregoing provisions and evidencing the Holder's right to convert such debenture into Alternate Consideration. The terms of any
agreement pursuant to which a Fundamental Transaction is affected shall include terms requiring any such successor or surviving
entity to comply with the provisions of this paragraph and insuring that this Debenture (or any such replacement security) will
be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.
(b) The Company covenants that it will
at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose of issuance
upon conversion of this Debenture. See attached EXHIBIT A (Irrevocable TA Letter)
(c) Any and all notices or other communications
or deliveries to be provided by the Holders hereunder, including, without limitation, any Notice of Conversion, shall be in writing
and delivered personally, by facsimile, sent by a nationally recognized overnight courier service, addressed to the Company, at
the address set forth or such other address or facsimile number as the Company may specify for such purposes by notice to the Holders
delivered in accordance with this Section. Any and all notices or other communications or deliveries to be provided by the Company
hereunder shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service
addressed to each Holder at the facsimile telephone number or address of such Holder appearing on the books of the Company, or
if no such facsimile telephone number or address appears, at the principal place of business of the Holder. Any notice or other
communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section prior to 5:30 p.m.
(New York City time), (ii) the date after the date of transmission, if such notice or communication is delivered via facsimile
at the facsimile telephone number specified in this Section later than 5:30 p.m. (New York City time) on any date and earlier than
11:59 p.m. (New York City time) on such date, (iii) the second Business Day following the date of mailing, if sent by nationally
recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.
(d) Notwithstanding anything to the
contrary herein contained, the Holder may not convert this Debenture to the extent such conversion would result in the Holder,
together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and the rules promulgated thereunder) in excess of 4.99% of the then issued
and outstanding shares of Common Stock, including shares issuable upon such conversion and held by the Holder after application
of this section. The provisions of this section may be waived by the Holder (but only as to itself and not to any other Holder)
upon not less than 61 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.
Section 5. Definitions.
For the purposes hereof, in addition to the terms defined elsewhere in this Debenture: (a) capitalized terms not otherwise defined
herein have the meanings given to such terms in the Purchase Agreement, and (b) the following terms shall have the following meanings:
"Business Day"
means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day on which
banking institutions in the State of New York are authorized or required by law or other government action to close.
"Common Stock"
means the common stock of the Company and stock of any other class into which such shares may hereafter have been reclassified
or changed.
"Person" means
a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof
or a governmental agency.
"Securities Act"
means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Set Price" shall
have the meaning set forth in Section 4.
Section 6. Except as expressly
provided herein, no provision of this Debenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of, interest and liquidated damages (if any) on, this Debenture at the time, place, and rate, and in the coin
or currency, herein prescribed. This Debenture is a direct debt obligation of the Company. This Debenture ranks pari passu with
all other Debentures now or hereafter issued under the terms set forth herein. As long as this Debenture is outstanding, the Company
shall not and shall cause it subsidiaries not to, without the consent of the Holder, (a) amend its certificate of incorporation,
bylaws or other charter documents so as to adversely affect any rights of the Holder; (b) repay, repurchase or offer to repay,
repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock or other equity securities other than
as to the Underlying Shares to the extent permitted or required under the Transaction Documents or as otherwise permitted by the
Transaction Documents; or (c) enter into any agreement with respect to any of the foregoing.
Section 7. If this Debenture
shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon
cancellation of a mutilated Debenture, or in lieu of or in substitution for a lost, stolen or destroyed Debenture, a new Debenture
for the principal amount of this Debenture so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss,
theft or destruction of such Debenture, and of the ownership hereof, and indemnity, if requested, all reasonably satisfactory to
the Company.
Section 8.INTENTIONALLY
LEFT BLANK.
Section 9. All questions
concerning the construction, validity, enforcement and interpretation of this Debenture shall be governed by and construed and
enforced in accordance with the internal laws of the State of Florida, without regard to the principles of conflicts of law thereof.
Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated
by any of the Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers,
shareholders, employees or agents) shall be commenced in the state and federal courts sitting in Broward County (the "Florida
Courts"). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Florida Courts for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with
respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or such Florida
Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Debenture
and agrees that such Service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out
of or relating to this Debenture or the transactions contemplated hereby. If either party shall commence an action or proceeding
to enforce any provisions of this Debenture, then the prevailing party in such action or proceeding shall be reimbursed by the
other party for its attorneys fees and other costs and expenses incurred with the investigation, preparation and prosecution of
such action or proceeding.
Section 10. Any waiver
by the Company or the Holder of a breach of any provision of this Debenture 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 Debenture. The failure of the Company or
the Holder to insist upon strict adherence to any term of this Debenture 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 Debenture.
Any waiver must be in writing.
Section 11. If any provision
of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any provision
is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.
If it shall be found that any interest or other amount deemed interest due hereunder violates applicable laws governing usury,
the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The
Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive
the Company from paying all or any portion of the principal of or interest on the Debentures as contemplated herein, wherever enacted,
now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company
(to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it
will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will
suffer and permit the execution of every such as though no such law has been enacted.
Section 12. Whenever any
payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding
Business Day.
IN WITNESS WHEREOF,
the Company has caused this Convertible Debenture to be duly executed by a duly authorized officer as of the date first above
indicated.
| |
|
| |
|
| |
By: |
/s/ Jay Christopher
Bautista |
| |
|
Jay Christopher Bautista
CEO |
EXHIBIT A
TA LETTER
Thinspace Technology, Inc.
5535 S. Williamson Blvd, Unit 751
Port Orange, FL 32128
Phone: +1-786-763-3830
April 6 , 2015
Olde Monmouth Stock Transfer Co., Inc.
200 Memorial Pkwy
Atlantic Heights, NJ 07716
Ladies
and Gentlemen:
Thinspace Technology,
Inc., a Deleware corporation
(the "Company"),
and RDW Capital, LLC. (the
"Investor(s)")
have entered
into a Convertible
Debenture dated
as of 4/6/15
(the "Agreement"),
providing for
the issuance
of Convertible
Debentures in the
aggregate principal
amount of $105,000
(the "Debentures”).
Copies
of the Debenture(s)
are attached
hereto.
You should familiarize
yourself
with your
issuance
and delivery
obligations,
as Transfer
Agent, contained
therein.
The shares
to be issued
are to
be registered
in the names
of the registered
holder of
the securities
submitted for
conversion or
exercise.
You are hereby irrevocable authorized and instructed
to reserve a sufficient number of shares ("Common Stock") of the Company (initially 5,384,613) for issuance upon full
conversion of the Debenture in accordance with terms thereof. The amount of Common Stock so reserved shall automatically replenish
after each conversion and shall remain reserved throughout the duration of the Debenture until satisfied. This means that all conversions
will be out of authorized shares, and not reserve shares. Once the authorized shares cannot accommodate the notice of conversion,
then the Transfer Agent shall issue from the reserved shares. In addition the Transfer Agent must provide the investor any necessary
information regarding the issuer’s outstanding, authorized and float from time to time as requested by the investor.
The
ability
to convert
the Debenture(s)
in a timely
manner
is a material
obligation of
the Company
pursuant
to the
Debentures. Your firm
is hereby
irrevocably
authorized
and instructed
to issue shares
of Common
Stock of
the Company
(without any
restrictive
legend)
to the Investor
without any
further
action or confirmation
by the Company:
(A) upon your receipt
from any Investor
dated within 90 days from the date of the issuance or transfer request, of:
(i) a
notice of
conversion ("Conversion
Notice")
executed
by the
Investor
or an exercise notice (“Exercise Notice”); and
(ii) an
opinion of counsel
of the Investor,
in form,
substance
and scope
customary
for opinions
of counsel in comparable
transactions
(and satisfactory
to the transfer
agent),
to the effect that the
shares of
Common
Stock of the
Company issued to the Investor pursuant to the Conversion Notice are not "restricted
securities"
as defined
in Rule 144 and should be issued
to the Investor
without any
restrictive
legend;
and (B)
the number
of shares
to be issued
is less
than 4.99% of the
total issued
common stock of
the Company.
The
Company
hereby
requests
that your
firm
act immediately,
without delay
and without the
need for
any
action or
confirmation
by the
Company
with respect
to the issuance
of Common Stock
pursuant to any
Conversion
Notices received
from any
Investor.
The Investor
and the Company understands that the Transfer Agent shall not be required to perform any issuances or transfers of shares if (a)
the Company or request violates, or be in violation of, any terms of the Transfer Agent Agreement, (b) such an issuance or transfer
of shares be in violation of any state or federal securities laws or regulation or (c) the issuance or transfer of shares be prohibited
or stopped as required or directed by a court order.
The
Company
shall indemnify
you and
your officers,
directors,
principals,
partners, agents
and representatives,
and hold
each of
them harmless
from and
against
any
and all
loss, liability,
damage,
claim
or expense
(including
the reasonable
fees
and disbursements
of its attorneys)
incurred
by or asserted
against
you or any
of them arising
out of or in connection
with the instructions set
forth
herein, the performance
of your duties
hereunder
and otherwise
in respect hereof,
including the costs and
expenses
of defending yourself
or themselves
against any
claim
or liability
hereunder,
except
that the Company
shall not be liable hereunder
as to matters
in respect
of which
it is determined
that you
have acted
with gross
negligence
or in bad
faith. You
shall have
no liability
to the Company
in respect
to any
action
taken or
any failure
to act in respect
of this if such action was
taken or omitted
to be taken in good faith,
and you
shall be
entitled to rely
in this regard
on the advice
of counsel.
The
Board
of Directors
of the Company
has approved
the foregoing
(irrevocable
instructions)
and does
hereby
extend
the Company’s
irrevocable
agreement
to indemnify
your firm
for
all loss,
liability
or expense
in carrying
out the
authority
and
direction herein
contained
on the terms herein
set forth.
The
Company
agrees
that
in the event
that
the Transfer
Agent
resigns
as
the Company’s
transfer
agent,
the Company
shall engage
a suitable
replacement
transfer
agent
that will
agree
to serve
as transfer
agent
for the
Company
and be
bound by
the terms
and conditions of
these Irrevocable
Instructions
within three (3) business
days. The Investor and the Company agree that the Transfer Agent shall not be required
to perform any issuances or transfers of shares as of the date of the termination of the Transfer Agent Agreement.
The
Investor
is intended
to be
and are
third
party
beneficiaries
hereof,
and
no amendment
or modification
to the instructions
set
forth
herein may
be made without
the consent of
the Investor.
Very
truly yours,
Thinspace Technology, Inc.
By:
_____________________________________
Name:
J. Christopher Bautista
Title:
Chairman and Chief Executive Officer
Acknowledged
and Agreed:
Olde Monmouth Stock Transfer Co., Inc.
By:
_____________________________________
Name:
Title:
EXHIBIT B
NOTICE OF CONVERSION
The undersigned hereby elects to convert principal
under the 6% Convertible Debenture of Thinspace Technology, Inc. (the "Company"), due on 4/6/16, into ____________ shares
of common stock, $.001 par value per share (the "Common Stock"), of the Company according to the conditions hereof, as
of the date written below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will
pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested
by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes,
if any.
By the delivery of this Notice of Conversion
the undersigned represents and warrants to the Company that its ownership of the Company's Common Stock does not exceed the amounts
determined in accordance with Section 13(d) of the Exchange Act, specified under Section 4 of this Debenture.
Conversion calculations:
Date to Effect Conversion:
____________________
65% of the average of the three (3) lowest closing prices for 20
trading days prior to conversion or:
Adjusted as per agreement for delayed delivery of previous conversion
(lookback only)
_____________________________________
Principal Amount of Debentures
to be Converted:
_______________________________________
Interest Amount of Debentures
to be Converted
___________________________________
Number of shares of Common
Stock to be issued:
_________________________________
Signature: _____________________Manager
RDW Capital LLC
16850 Collins Ave #112-341
Sunny Isles Beach Florida
33160
11
Exhibit 10.2
Securities
Purchase Agreement
This
Securities Purchase Agreement (this “Agreement”), dated as of April 9, 2015, is entered into by and between
Thinspace Technology, Inc., a Delaware corporation (“Company”),
and St. George Investments LLC, a Utah limited liability company, its successors
and/or assigns (“Investor”).
A. Company and
Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the
rules and regulations promulgated by the United States Securities and Exchange Commission (the “SEC”) under
the Securities Act of 1933, as amended (the “1933 Act”).
B. Investor desires
to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a Convertible Promissory
Note, in the form attached hereto as Exhibit A, in the original principal amount of $107,500.00 (the “Note”),
convertible into shares of common stock, $0.001 par value per share, of Company (the “Common Stock”), upon the
terms and subject to the limitations and conditions set forth in such Note.
C. This Agreement,
the Note, and all other certificates, documents, agreements, resolutions and instruments delivered to any party under or in connection
with this Agreement, as the same may be amended from time to time, are collectively referred to herein as the “Transaction
Documents”.
D. For purposes
of this Agreement: “Conversion Shares” means all shares of Common Stock issuable upon conversion of all or any
portion of the Note; and “Securities” means the Note and the Conversion Shares.
NOW, THEREFORE,
in consideration of the above recitals and other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Company and Investor hereby agree as follows:
1.
Purchase and Sale of Securities.
1.1.
Purchase of Securities. Company shall issue and sell to Investor and Investor agrees to purchase from Company the
Note. In consideration thereof, Investor shall pay the Purchase Price (as defined below) to Company.
1.2.
Form of Payment. On the Closing Date, Investor shall pay the Purchase Price to Company via wire transfer of immediately
available funds against delivery of the Note.
1.3.
Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section
6 below, the date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”)
shall be 5:00 p.m., Eastern Time on or about April 9, 2015, or such other mutually agreed upon time. The closing of the transactions
contemplated by this Agreement (the “Closing”) shall occur on the Closing Date by means of the exchange by express
courier and email of .pdf documents, but shall be deemed to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC
in Lehi, Utah.
1.4.
Collateral for the Note. The Note shall not be secured.
1.5.
Original Issue Discount; Transaction Expenses. The Note carries an original issue discount of $5,000.00 (the “OID”).
In addition, Company agrees to pay $2,500.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence,
monitoring and other transaction costs incurred in connection with the purchase and sale of the Securities (the “Transaction
Expense Amount”), all of which amount is included in the initial principal balance of the Note. The “Purchase
Price”, therefore, shall be $100,000.00, computed as follows: $107,500.00 original principal balance, less the OID, less
the Transaction Expense Amount.
2.
Investor’s Representations and Warranties. Investor represents and warrants to Company that: (i) this Agreement
has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in
accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of
Regulation D of the 1933 Act.
3.
Representations and Warranties of Company. Company represents and warrants to Investor that: (i) Company is a corporation
duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate
power to own its properties and to carry on its business as now being conducted; (ii) Company is duly qualified as a foreign corporation
to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it
makes such qualification necessary; (iii) Company has registered its Common Stock under Section 12(g) of the Securities Exchange
Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d)
of the 1934 Act; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and
validly authorized by Company; (v) this Agreement, the Note, and the other Transaction Documents have been duly executed and delivered
by Company and constitute the valid and binding obligations of Company enforceable in accordance with their terms, subject as to
enforceability only to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting
the enforcement of creditors’ rights generally; (vi) the execution and delivery of the Transaction Documents by Company,
the issuance of Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated
by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions
of, or constitute a default under (a) Company’s formation documents or bylaws, each as currently in effect, (b) any indenture,
mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties
or assets are bound, including any listing agreement for the Common Stock, or (c) to Company’s knowledge, any existing applicable
law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal or state regulatory body,
administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets;
(vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization,
or stock exchange or market or the stockholders or any lender of Company is required to be obtained by Company for the issuance
of the Securities to Investor; (viii) none of Company’s filings with the SEC contained, at the time they were filed, any
untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were made, not misleading; (ix) Company has filed all reports,
schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis
or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document
prior to the expiration of any such extension; (x) Company has not consummated any financing transaction that has not been disclosed
in a periodic filing with the SEC under the 1934 Act; (xi) Company is not, and has not been at any time in the previous twelve
(12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933
Act or is in compliance with Rule 144(i)(2) under the 1933 Act; (xii) with respect to any commissions, placement agent or finder’s
fees or similar payments that will or would become due and owing by Company to any person or entity as a result of this Agreement
or the transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance
with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer;
(xiii) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of
other persons for fees of a type contemplated in this subsection that may be due in connection with the transactions contemplated
hereby and Company shall indemnify and hold harmless each of Investor, Investor’s employees, officers, directors, stockholders,
managers, agents, and partners, and their respective affiliates, from and against all claims, losses, damages, costs (including
the costs of preparation and attorneys’ fees) and expenses suffered in respect of any such claimed or existing Broker Fees;
(xiv) when issued, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear
of all liens, claims, charges and encumbrances; (xv) neither Investor nor any of its officers, directors, members, managers, employees,
agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents
or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions
contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of Investor
or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction
Documents; and (xvi) Company has performed due diligence and background research on Investor and its affiliates including, without
limitation, John M. Fife, and, to its satisfaction, has made inquiries with respect to all matters Company may consider relevant
to the undertakings and relationships contemplated by the Transaction Documents including, among other things, the following:
http://investing.businessweek.com/research/stocks/people/person.asp?personId=7505107&ticker=UAHC;SEC
Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. Company, being
aware of the matters described in subsection (xvi) above, acknowledges and agrees that such matters, or any similar matters, have
no bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information
as a defense to performance of its obligations under the Transaction Documents or in any attempt to avoid, modify or reduce such
obligations and shall not pay such proceeds to any other party pursuant to any financing transaction effected prior to the date
hereof.
4.
Company Covenants. Until all of Company’s obligations hereunder are paid and performed in full, or within the
timeframes otherwise specifically set forth below, Company shall comply with the following covenants: (i) so long as Investor beneficially
owns any of the Securities and for at least twenty (20) Trading Days (as defined in the Note) thereafter, Company shall file all
reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act, and shall take all reasonable
action under its control to ensure that adequate current public information with respect to Company, as required in accordance
with Rule 144 of the 1933 Act, is publicly available, and shall not terminate its status as an issuer required to file reports
under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) the Common
Stock shall be listed or quoted for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, or (d) OTCQB; (iii) when issued, the Conversion
Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges
and encumbrances; and (iv) Company shall use the net proceeds received hereunder for working capital and general corporate purposes
only and shall not pay such proceeds to any other party relating to any financing transaction effected prior to the date hereof.
5.
Conditions to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Securities
to Investor at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions:
5.1.
Investor shall have executed this Agreement and delivered the same to Company.
5.2.
Investor shall have delivered the Purchase Price to Company in accordance with Section 1.2 above.
6.
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities
at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that
these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1.
Company shall have executed this Agreement and delivered the same to Investor.
6.2.
Company shall have delivered to Investor the duly executed Note in accordance with Section 1.2 above.
6.3.
Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent substantially
in the form attached hereto as Exhibit B acknowledged in writing by Company’s transfer agent (the “Transfer
Agent”).
6.4.
Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached
hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.
6.5.
Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto
as Exhibit D to be delivered to the Transfer Agent.
6.6.
Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed
by Company herein or therein.
7.
Reservation of Shares. At all times during which the Note is convertible, Company will reserve from its authorized
and unissued Common Stock to provide for the issuance of Common Stock upon the full conversion of the Note at least three (3) times
the quotient of the Outstanding Balance (as defined in the Note) divided by the Conversion Price (as defined in the Note) (the
“Share Reserve”), but in any event not less than 5,000,000 shares of Common Stock shall be reserved at all times
for such purpose (the “Transfer Agent Reserve”). Company further agrees that it will cause the Transfer Agent
to immediately add shares of Common Stock to the Transfer Agent Reserve in increments of 500,000 shares as and when requested by
Investor in writing from time to time, provided that such incremental increases do not cause the Transfer Agent Reserve to exceed
the Share Reserve. In furtherance thereof, from and after the date hereof and until such time that the Note has been paid in full,
Company shall require the Transfer Agent to reserve for the purpose of issuance of Conversion Shares under the Note, a number of
shares of Common Stock equal to the Transfer Agent Reserve. Company shall further require the Transfer Agent to hold such shares
of Common Stock exclusively for the benefit of Investor and to issue such shares to Investor promptly upon Investor’s delivery
of a conversion notice under the Note. Finally, Company shall require the Transfer Agent to issue shares of Common Stock pursuant
to the Note to Investor out of its authorized and unissued shares, and not the Transfer Agent Reserve, to the extent shares of
Common Stock have been authorized, but not issued, and are not included in the Transfer Agent Reserve. The Transfer Agent shall
only issue shares out of the Transfer Agent Reserve to the extent there are no other authorized shares available for issuance and
then only with Investor’s written consent.
8.
Miscellaneous. The provisions set forth in this Section 8 shall apply to this Agreement, as well as all other Transaction
Documents as if these terms were fully set forth therein.
8.1.
Original Signature Pages. Each party agrees to deliver its original signature pages to the Transaction Documents
to the other party within five (5) Trading Days of the date hereof. Notwithstanding the foregoing, the Transaction Documents shall
be fully effective upon exchange of electronic signature pages by the parties and payment of the Purchase Price by Investor. For
the avoidance of doubt, the failure by either party to deliver its original signature pages to the other party shall not affect
in any way the validity or effectiveness of any of the Transaction Documents, provided that such failure to deliver original signatures
shall be a breach of the party’s obligations hereunder.
8.2.
Arbitration of Claims. The parties shall submit all Claims (as defined in Exhibit E) arising under this Agreement
or any other Transaction Document or other agreements between the parties and their affiliates to binding arbitration pursuant
to the arbitration provisions set forth in Exhibit E attached hereto (the “Arbitration Provisions”).
The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and
are severable from all other provisions of this Agreement. By executing this Agreement, Company represents, warrants and covenants
that Company has reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its
right to do so), understands that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution
of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that Company will not
take a position contrary to the foregoing representations. Company acknowledges and agrees that Investor may rely upon the foregoing
representations and covenants of Company regarding the Arbitration Provisions.
8.3.
Governing Law; Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State
of Utah for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict
of laws. Each party consents to and expressly agrees that exclusive venue for arbitration of any dispute arising out of or relating
to any Transaction Document or the relationship of the parties or their affiliates shall be in Salt Lake County or Utah County,
Utah. Without modifying the parties obligations to resolve disputes hereunder pursuant to the Arbitration Provisions, for any litigation
arising in connection with any of the Transaction Documents, each party hereto hereby (a) consents to and expressly submits to
the exclusive personal jurisdiction of any state or federal court sitting in Salt Lake County, Utah, (b) expressly submits to the
exclusive venue of any such court for the purposes hereof, and (c) waives any claim of improper venue and any claim or objection
that such courts are an inconvenient forum or any other claim or objection to the bringing of any such proceeding in such jurisdictions
or to any claim that such venue of the suit, action or proceeding is improper.
8.4.
Calculation Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any determination
or arithmetic calculation under the Transaction Documents, including without limitation, calculating the Outstanding Balance, Conversion
Price, Conversion Shares, or the VWAP (as defined in the Note) (each, a “Calculation”), Company or Investor
(as the case may be) shall submit any disputed Calculation via email or facsimile with confirmation of receipt (i) within two (2)
Trading Days after receipt of the applicable notice giving rise to such dispute to Company or Investor (as the case may be) or
(ii) if no notice gave rise to such dispute, at any time after Investor learned of the circumstances giving rise to such dispute.
If Investor and Company are unable to agree upon such Calculation within two (2) Trading Days of such disputed Calculation being
submitted to Company or Investor (as the case may be), then Investor shall, within two (2) Trading Days, submit via email or facsimile
the disputed Calculation to Unkar Systems Inc. (“Unkar Systems”). Company shall cause Unkar Systems to perform
the Calculation and notify Company and Investor of the results no later than ten (10) Trading Days from the time it receives such
disputed Calculation. Unkar Systems’ determination of the disputed Calculation shall be binding upon all parties absent demonstrable
error. Unkar Systems’ fee for performing such Calculation shall be paid by the incorrect party, or if both parties are incorrect,
by the party whose Calculation is furthest from the correct Calculation as determined by Unkar Systems. In the event Company is
the losing party, no extension of the Delivery Date (as defined in the Note) shall be granted and Company shall incur all effects
for failing to deliver the applicable shares in a timely manner as set forth in the Transaction Documents. Notwithstanding the
foregoing, Investor may, in its sole discretion, designate an independent, reputable investment bank or accounting firm other than
Unkar Systems to resolve any such dispute and in such event, all references to “Unkar Systems” herein will be replaced
with references to such independent, reputable investment bank or accounting firm so designated by Investor.
8.5.
Counterparts. Each Transaction Document may be executed in any number of counterparts, each of which shall be deemed
an original, but all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of
another party’s executed counterpart of a Transaction Document (or such party’s signature page thereof) will be deemed
to be an executed original thereof.
8.6.
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect
the interpretation of, this Agreement.
8.7.
Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable
statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall
be deemed modified to conform to such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under
any law shall not affect the validity or enforceability of any other provision hereof.
8.8.
Entire Agreement. This Agreement, together with the other Transaction Documents, contains the entire understanding
of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein,
neither Company nor Investor makes any representation, warranty, covenant or undertaking with respect to such matters.
8.9.
No Reliance. Company acknowledges and agrees that neither Investor nor any of its officers, directors, members, managers,
representatives or agents has made any representations or warranties to Company or any of its officers, directors, representatives,
agents or employees except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions
contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of Investor
or its officers, directors, members, managers, agents or representatives other than as set forth in the Transaction Documents.
8.10.
Amendments. No provision of this Agreement may be waived or amended other than by an instrument in writing signed
by the parties hereto.
8.11.
Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein)
and shall be deemed effectively given on the earliest of: (i) the date delivered, if delivered by personal delivery as against
written receipt therefor or by email to an executive officer, or by facsimile (with successful transmission confirmation), (ii)
the earlier of the date delivered or the third Trading Day after deposit, postage prepaid, in the United States Postal Service
by certified mail, or (iii) the earlier of the date delivered or the third Trading Day after mailing by express courier, with delivery
costs and fees prepaid, in each case, addressed to each of the other parties thereunto entitled at the following addresses (or
at such other addresses as such party may designate by five (5) calendar days’ advance written notice similarly given to
each of the other parties hereto):
If to Company:
Thinspace Technology, Inc.
Attn: Christopher Bautista
12555 Orange Drive, Suite 216
Davie, FL 33330
If to Investor:
St. George Investments LLC
Attn: John Fife
303 East Wacker Drive, Suite 1040
Chicago, Illinois 60601
With a copy to (which copy shall not constitute notice):
Hansen Black Anderson Ashcraft PLLC
Attn: Jonathan K. Hansen
3051 West Maple Loop Drive, Suite 325
Lehi, Utah 84043
8.12.
Successors and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or
to be performed by Investor hereunder may be assigned by Investor to a third party, including its financing sources, in whole or
in part, without the need to obtain Company’s consent thereto. Company may not assign its rights or obligations under this
Agreement or delegate its duties hereunder without the prior written consent of Investor.
8.13.
Survival. The representations and warranties of Company and the agreements and covenants set forth in this Agreement
shall survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor. Company
agrees to indemnify and hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage
arising as a result of or related to any breach or alleged breach by Company of any of its representations, warranties and covenants
set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as
they are incurred.
8.14.
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and
things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.
8.15.
Investor’s Rights and Remedies Cumulative; Liquidated Damages. All rights, remedies, and powers conferred in
this Agreement and the Transaction Documents are cumulative and not exclusive of any other rights or remedies, and shall be in
addition to every other right, power, and remedy that Investor may have, whether specifically granted in this Agreement or any
other Transaction Document, or existing at law, in equity, or by statute, and any and all such rights and remedies may be exercised
from time to time and as often and in such order as Investor may deem expedient. The parties acknowledge and agree that upon Company’s
failure to comply with the provisions of the Transaction Documents, Investor’s damages would be uncertain and difficult (if
not impossible) to accurately estimate because of the parties’ inability to predict future interest rates and future share
prices, Investor’s increased risk, and the uncertainty of the availability of a suitable substitute investment opportunity
for Investor, among other reasons. Accordingly, any fees, charges, and default interest due under the Note and the other Transaction
Documents are intended by the parties to be, and shall be deemed, liquidated damages (under Company’s and Investor’s
expectations that any such liquidated damages will tack back to the Closing Date for purposes of determining the holding period
under Rule 144 under the 1933 Act). The parties agree that such liquidated damages are a reasonable estimate of Investor’s
actual damages and not a penalty, and shall not be deemed in any way to limit any other right or remedy Investor may have hereunder,
at law or in equity. The parties acknowledge and agree that under the circumstances existing at the time this Agreement is entered
into, such liquidated damages are fair and reasonable and are not penalties. All fees, charges, and default interest provided for
in the Transaction Documents are agreed to by the parties to be based upon the obligations and the risks assumed by the parties
as of the Closing Date and are consistent with investments of this type. The liquidated damages provisions of the Transaction Documents
shall not limit or preclude a party from pursuing any other remedy available at law or in equity; provided, however, that
the liquidated damages provided for in the Transaction Documents are intended to be in lieu of actual damages.
8.16.
Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement or the other Transaction
Documents, if at any time Investor shall or would be issued shares of Common Stock under any of the Transaction Documents, but
such issuance would cause Investor (together with its affiliates) to beneficially own a number of shares exceeding the Maximum
Percentage (as defined in the Note), then Company must not issue to Investor the shares that would cause Investor to exceed the
Maximum Percentage. The shares of Common Stock issuable to Investor that would cause the Maximum Percentage to be exceeded are
referred to herein as the “Ownership Limitation Shares”. Company will reserve the Ownership Limitation Shares
for the exclusive benefit of Investor. From time to time, Investor may notify Company in writing of the number of the Ownership
Limitation Shares that may be issued to Investor without causing Investor to exceed the Maximum Percentage. Upon receipt of such
notice, Company shall be unconditionally obligated to immediately issue such designated shares to Investor, with a corresponding
reduction in the number of the Ownership Limitation Shares. For purposes of this Section, beneficial ownership of Common Stock
will be determined under Section 13(d) of the 1934 Act.
8.17.
Attorneys’ Fees and Cost of Collection. In the event of any arbitration or action at law or in equity to enforce
or interpret the terms of this Agreement or any of the other Transaction Documents, the parties agree that the party who is awarded
the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of
the full amount of the attorneys’ fees, deposition costs, and expenses paid by such prevailing party in connection with arbitration
or litigation without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses.
Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous
or bad faith pleading. If (i) the Note is placed in the hands of an attorney for collection or enforcement prior to commencing
arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Investor otherwise
takes action to collect amounts due under the Note or to enforce the provisions of the Note; or (ii) there occurs any bankruptcy,
reorganization, receivership of Company or other proceedings affecting Company’s creditors’ rights and involving a
claim under the Note; then Company shall pay the costs incurred by Investor for such collection, enforcement or action or in connection
with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees, expenses,
deposition costs, and disbursements.
8.18.
Waiver. No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed
by the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any
other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing
waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in
writing.
8.19.
Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS
SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT
OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY
ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH
PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.
8.20.
Time of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement
and the other Transaction Documents.
[Remainder of page intentionally left blank;
signature page follows]
IN WITNESS WHEREOF,
the undersigned Investor and Company have caused this Agreement to be duly executed as of the date first above written.
SUBSCRIPTION AMOUNT:
| Principal Amount of Note: |
$107,500.00 |
|
| |
|
|
| Purchase Price: |
$100,000.00 |
|
| |
|
|
| |
|
|
| |
INVESTOR: |
|
| |
|
|
| |
St.
George Investments LLC |
|
| |
|
|
| |
By: Fife Trading, Inc., Manager |
|
| |
|
|
| |
By: John M. Fife |
|
| |
John M. Fife, President |
|
| |
|
|
| |
COMPANY: |
|
| |
|
|
| |
|
|
| |
Thinspace
Technology, Inc. |
|
| |
|
|
| |
By: /s/ Jay Christopher Bautista |
|
| |
Printed Name: Jay Christoper Bautista |
|
| |
Title: CEO |
|
| |
|
|
| |
|
|
| |
|
|
10
:
Exhibit 10.3
CONVERTIBLE
PROMISSORY NOTE
| Effective Date: April 9, 2015 |
U.S. $107,500.00 |
FOR VALUE RECEIVED,
Thinspace Technology, Inc., a Delaware corporation (“Borrower”),
promises to pay to St. George Investments LLC, a Utah limited liability company,
or its successors or assigns (“Lender”), $107,500.00 and any interest, fees, charges, and late fees on the date
that is twelve (12) months after the Purchase Price Date (as defined below) (the “Maturity Date”) in accordance
with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of eight percent (8%) per annum from
the Purchase Price Date until the same is paid in full. This Convertible Promissory Note (this “Note”) is issued
and made effective as of April 9, 2015 (the “Effective Date”). This Note is issued pursuant to that certain
Securities Purchase Agreement dated April 9, 2015, as the same may be amended from time to time, by and between Borrower and Lender
(the “Purchase Agreement”). All interest calculations hereunder shall be computed on the basis of a 360-day
year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the
terms of this Note. Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein
by this reference.
This Note carries
an OID of $5,000.00. In addition, Borrower agrees to pay $2,500.00 to Lender to cover Lender’s legal fees, accounting costs,
due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the “Transaction
Expense Amount”), all of which amount is included in the initial principal balance of this Note. The purchase price for
this Note shall be $100,000.00 (the “Purchase Price”), computed as follows: $107,500.00 original principal balance,
less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by Lender by wire transfer of immediately
available funds.
1.
Payment; Prepayment. All payments owing hereunder shall be in lawful money of the United States of America or Conversion
Shares (as defined below), as provided for herein, and delivered to Lender at the address furnished to Borrower for that purpose.
All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued
and unpaid interest, and thereafter, to (d) principal. Notwithstanding the foregoing, so long as Borrower has not received a Conversion
Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event
of Default has occurred since the Effective Date (whether declared by Lender or undeclared), then Borrower shall have the right,
exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note,
in full, in accordance with this Section 1. Any notice of prepayment hereunder (an “Optional Prepayment Notice”)
shall be delivered to Lender at its registered address and shall state: (y) that Borrower is exercising its right to prepay this
Note, and (z) the date of prepayment, which shall be not less than five (5) Trading Days from the date of the Optional Prepayment
Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the
Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower.
If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 125% multiplied
by the then Outstanding Balance of this Note if prior to 180 days from the Effective Date, and 130% multiplied by the then Outstanding
Balance of this Note any time 180 days after the Effective Date (the “Optional Prepayment Amount”). In the event
Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional
Prepayment Notice to Lender as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall
not be deemed to have been paid to Lender until the Optional Prepayment Date. In the event Borrower delivers the Optional Prepayment
Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5)
Trading Days from the date that the Optional Prepayment Amount was delivered to Lender. In addition, if Borrower delivers an Optional
Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional
Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.
2.
Security. This Note is unsecured.
3.
Conversion.
3.1.
Conversion Price. Subject to the adjustments set forth herein, the conversion price (the “Conversion Price”)
for each Conversion (as defined below) shall be equal to the product of 65% (the “Conversion Factor”) multiplied
by the lowest Closing Bid Price in the twenty (20) Trading Days immediately preceding the applicable Conversion. Additionally,
if at any time after the Effective Date, Borrower is not DWAC Eligible, then the then-current Conversion Factor will automatically
be reduced by 5% for all future Conversions. If at any time after the Effective Date, the Conversion Shares are not DTC Eligible,
then the then-current Conversion Factor will automatically be reduced by an additional 5% for all future Conversions. Finally,
in addition to the Default Effect, if any Major Default occurs after the Effective Date, the Conversion Factor shall automatically
be reduced for all future Conversions by an additional 5% for each of the first three (3) Major Defaults that occur after the Effective
Date (for the avoidance of doubt, each occurrence of any Major Default shall be deemed to be a separate occurrence for purposes
of the foregoing reductions in Conversion Factor, even if the same Major Default occurs three (3) separate times). For example,
the first time Borrower is not DWAC Eligible, the Conversion Factor for future Conversions thereafter will be reduced from 65%
to 60% for purposes of this example. Following such event, the first time the Conversion Shares are no longer DTC Eligible, the
Conversion Factor for future Conversions thereafter will be reduced from 60% to 55% for purposes of this example. If, thereafter,
there are three (3) separate occurrences of a Major Default pursuant to Section 4.1(a), then for purposes of this example the Conversion
Factor would be reduced by 5% for the first such occurrence, and so on for each of the second and third occurrences of such Major
Default.
3.2.
Conversions. Lender has the right at any time after the Purchase Price Date until the Outstanding Balance has been
paid in full, including without limitation until any Optional Prepayment Date (even if Lender has received an Optional Prepayment
Notice), at its election, to convert (each instance of conversion is referred to herein as a “Conversion”) all
or any part of the Outstanding Balance less any amounts specified in outstanding and valid Optional Prepayment Notices into shares
(“Conversion Shares”) of fully paid and non-assessable common stock, $0.001 par value per share (“Common
Stock”), of Borrower as per the following conversion formula: the number of Conversion Shares equals the amount being
converted (the “Conversion Amount”) divided by the Conversion Price. Conversion notices in the form attached
hereto as Exhibit A (each, a “Conversion Notice”) may be effectively delivered to Borrower by any method
of Lender’s choice (including but not limited to facsimile, email, mail, overnight courier, or personal delivery), and all
Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver the Conversion Shares from any
Conversion to Lender in accordance with Section 8 below.
4.
Defaults and Remedies.
4.1.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a)
Borrower shall fail to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; or (b) Borrower
shall fail to deliver any Conversion Shares in accordance with the terms hereof; or (c) a receiver, trustee or other similar official
shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20)
days or shall not be dismissed or discharged within sixty (60) days; or (d) Borrower shall become insolvent or generally fails
to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or
(e) Borrower shall make a general assignment for the benefit of creditors; or (f) Borrower shall file a petition for relief under
any bankruptcy, insolvency or similar law (domestic or foreign); or (g) an involuntary proceeding shall be commenced or filed against
Borrower; or (h) Borrower shall default or otherwise fail to observe or perform any covenant, obligation, condition or agreement
of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically
set forth in this Section 4.1; or (i) any representation, warranty or other statement made or furnished by or on behalf of Borrower
to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this Note shall be false, incorrect,
incomplete or misleading in any material respect when made or furnished; or (j) Borrower shall (i) terminate its status as an issuer
required to file reports under the 1934 Act (as defined in the Purchase Agreement) even if the 1934 Act or the rules and regulations
thereunder would permit such termination, or (ii) become delinquent in its filing requirements as a fully-reporting issuer registered
with the SEC or shall fail to timely file all required quarterly and annual reports and any other filings that are necessary to
enable Lender to sell Conversion Shares pursuant to Rule 144 under the Securities Act of 1933, as amended (“Rule 144”);
or (k) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (l) Borrower effectuates
a reverse split of its Common Stock without twenty (20) Trading Days prior written notice to Lender; or (m) any money judgment,
writ or similar process shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other
assets for more than $100,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless
otherwise consented to by Lender; or (n) Borrower shall fail to deliver to Lender original signature pages to all Transaction Documents
within five (5) Trading Days of the Purchase Price Date; or (o) Borrower shall fail to be DWAC Eligible.
4.2.
Remedies. Upon the occurrence of any Event of Default, Borrower shall within one (1) Trading Day deliver written
notice thereof via facsimile, email or reputable overnight courier (with next day delivery specified) (an “Event of Default
Notice”) to Lender. At any time and from time to time after the earlier of Lender’s receipt of an Event of Default
Notice and Lender becoming aware of the occurrence of any Event of Default, Lender may accelerate this Note by written notice to
Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding
the foregoing, at any time following the occurrence of any Event of Default, Lender may, at its option, elect to increase the Outstanding
Balance by applying the Default Effect (subject to the limitation set forth below) via written notice to Borrower without accelerating
the Outstanding Balance, in which event the Outstanding Balance shall be increased as of the date of the occurrence of the applicable
Event of Default pursuant to the Default Effect, but the Outstanding Balance shall not be immediately due and payable unless so
declared by Lender (for the avoidance of doubt, if Lender elects to apply the Default Effect pursuant to this sentence, it shall
reserve the right to declare the Outstanding Balance immediately due and payable at any time and no such election by Lender shall
be deemed to be a waiver of its right to declare the Outstanding Balance immediately due and payable as set forth herein unless
otherwise agreed to by Lender in writing). Notwithstanding the foregoing, upon the occurrence of any Event of Default described
in clauses (c), (d), (e), (f) or (g) of Section 4.1, the Outstanding Balance as of the date of acceleration shall become immediately
and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender. At any
time following the occurrence of any Event of Default, upon written notice given by Lender to Borrower, interest shall accrue on
the Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser
of eighteen percent (18%) per annum or the maximum rate permitted under applicable law (“Default Interest”).
Additionally, following the occurrence of any Event of Default, Borrower may, at its option, pay any Conversion in cash instead
of Conversion Shares by paying to Lender on or before the applicable Delivery Date (as defined below) a cash amount equal to the
number of Conversion Shares set forth in the applicable Conversion Notice multiplied by the highest intra-day trading price of
the Common Stock that occurs during the period beginning on the date the applicable Event of Default occurred and ending on the
date of the applicable Conversion Notice. In connection with acceleration described herein, Lender need not provide, and Borrower
hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately and without expiration
of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable
law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all
rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to this Section 4.2. No such rescission
or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s
right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to Borrower’s failure to timely deliver Conversion Shares upon Conversion of the Notes
as required pursuant to the terms hereof.
4.3.
Cross Default. A breach or default by Borrower of any covenant or other term or condition contained in any Other
Agreements shall, at the option of Lender, be considered an Event of Default under this Note, in which event Lender shall be entitled
(but in no event required) to apply all rights and remedies of Lender under the terms of this Note.
5.
Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and
enforceable obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights
of offset it now has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments or Conversions
called for herein in accordance with the terms of this Note.
6.
Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by
the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any
other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing
waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in
writing.
7.
Adjustment of Conversion Price. Without limiting any provision hereof, if Borrower at any time on or after the Effective
Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares
of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately
reduced. Without limiting any provision hereof, if Borrower at any time on or after the Effective Date combines (by combination,
reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares,
the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant
to this Section 7 shall become effective immediately after the effective date of such subdivision or combination. If any event
requiring an adjustment under this Section 7 occurs during the period that a Conversion Price is calculated hereunder, then the
calculation of such Conversion Price shall be adjusted appropriately to reflect such event.
8.
Method of Conversion Share Delivery. On or before the close of business on the third (3rd) Trading Day
following the date of delivery of a Conversion Notice (the “Delivery Date”), Borrower shall, provided it is
DWAC Eligible at such time, deliver or cause its transfer agent to deliver the applicable Conversion Shares electronically via
DWAC to the account designated by Lender in the applicable Conversion Notice. If Borrower is not DWAC Eligible, it shall
deliver to Lender or its broker (as designated in the Conversion Notice), via reputable overnight courier, a certificate representing
the number of shares of Common Stock equal to the number of Conversion Shares to which Lender shall be entitled, registered in
the name of Lender or its designee. For the avoidance of doubt, Borrower has not met its obligation to deliver Conversion Shares
by the Delivery Date unless Lender or its broker, as applicable, has actually received the certificate representing the applicable
Conversion Shares no later than the close of business on the relevant Delivery Date pursuant to the terms set forth above.
9.
Conversion Delays. If Borrower fails to deliver Conversion Shares in accordance with the timeframe stated in Section
8, Lender, at any time prior to selling all of those Conversion Shares, may rescind in whole or in part that particular Conversion
attributable to the unsold Conversion Shares, with a corresponding increase to the Outstanding Balance (any returned amount will
tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144). In addition, for each Conversion,
in the event that Conversion Shares are not delivered by the fourth Trading Day (inclusive of the day of the Conversion), a late
fee equal to the greater of (a) $500.00 and (b) 2% of the applicable Conversion Share Value rounded to the nearest multiple of
$100.00 (but in any event the cumulative amount of such late fees for each Conversion shall not exceed 200% of the applicable Conversion
Share Value) will be assessed for each day after the third Trading Day (inclusive of the day of the Conversion) until Conversion
Share delivery is made; and such late fee will be added to the Outstanding Balance (such fees, the “Conversion Delay Late
Fees”). For illustration purposes only, if Lender delivers a Conversion Notice to Borrower pursuant to which Borrower
is required to deliver 100,000 Conversion Shares to Lender and on the Delivery Date such Conversion Shares have a Conversion Share
Value of $20,000.00 (assuming a Closing Trade Price on the Delivery Date of $0.20 per share of Common Stock), then in such event
a Conversion Delay Late Fee in the amount of $500.00 per day (the greater of $500.00 per day and $20,000.00 multiplied by 2%, which
is $400.00) would be added to the Outstanding Balance of the Note until such Conversion Shares are delivered to Lender. For purposes
of this example, if the Conversion Shares are delivered to Lender twenty (20) days after the applicable Delivery Date, the total
Conversion Delay Late Fees that would be added to the Outstanding Balance would be $10,000.00 (20 days multiplied by $500.00 per
day). If the Conversion Shares are delivered to Lender one hundred (100) days after the applicable Delivery Date, the total Conversion
Delay Late Fees that would be added to the Outstanding Balance would be $40,000.00 (100 days multiplied by $500.00 per day, but
capped at 200% of the Conversion Share Value).
10.
Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents,
if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance
would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares
of Common Stock outstanding on such date (including for such purpose the shares of Common Stock issuable upon such issuance) (the
“Maximum Percentage”), then Borrower must not issue to Lender shares of Common Stock which would exceed the
Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d)
of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred
to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation
Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of the number of the Ownership
Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice,
Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction
in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced
with “9.99%” at such time as the Market Capitalization is less than $10,000,000.00. Notwithstanding any other provision
contained herein, if the term “4.99%” is replaced with “9.99%” pursuant to the preceding sentence, such
increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written
notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be
effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and
non-waivable and shall apply to all affiliates and assigns of Lender.
11.
Payment of Collection Costs. If this Note is placed in the hands of an attorney for collection or enforcement prior
to commencing arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Lender
otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note, then Borrower shall pay
the costs incurred by Lender for such collection, enforcement or action including, without limitation, attorneys’ fees and
disbursements. Borrower also agrees to pay for any costs, fees or charges of its transfer agent that are charged to Lender pursuant
to any Conversion or issuance of shares pursuant to this Note.
12.
Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender
has the right to have any such opinion provided by its counsel. Lender also has the right to have any such opinion provided by
Borrower’s counsel.
13.
Governing Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions) that
would cause the application of the laws of any jurisdictions other than the State of Utah. The provisions set forth in the Purchase
Agreement to determine the proper venue for any disputes are incorporated herein by this reference.
14.
Resolution of Disputes.
14.1.
Arbitration of Disputes. By its acceptance of this Note, each party agrees to be bound by the Arbitration Provisions
(as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.
14.2.
Calculation Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any Calculation
(as defined in the Purchase Agreement), such dispute will be resolved in the manner set forth in the Purchase Agreement.
15.
Cancellation. After repayment or conversion of the entire Outstanding Balance, this Note shall be deemed paid in
full, shall automatically be deemed canceled, and shall not be reissued.
16.
Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this
Note.
17.
Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any shares
of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent
of Borrower.
18.
Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Note
and the documents and instruments entered into in connection herewith.
19.
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall
be given in accordance with the subsection of the Purchase Agreement titled “Notices.”
20.
Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or
provisions of this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because
of the parties’ inability to predict future interest rates, future share prices, future trading volumes and other relevant
factors. Accordingly, Lender and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed
under this Note are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under
Lender’s and Borrower’s expectations that any such liquidated damages will tack back to the Purchase Price Date for
purposes of determining the holding period under Rule 144).
21.
Waiver of Jury Trial. EACH OF LENDER AND BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND
THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE
PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR
ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY
WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.
22.
Par Value Adjustments. If at any time Lender delivers a Conversion Notice to Borrower and as of such date the Conversion
Price is less than the Par Value, then the Conversion Amount and the Outstanding Balance will each be deemed to have increased
immediately prior to the delivery of the Conversion Notice in an amount equal to the Par Value Adjustment Amount (the “Par
Value Adjustment”). The number of Conversion Shares deliverable pursuant to any relevant Conversion Notice following
a Par Value Adjustment shall be equal to (a) the Adjusted Conversion Amount, divided by (b) the Par Value. Lender and Borrower
also agree that the Par Value Adjustment shall occur automatically and without further action by Lender. In the event of a Par
Value Adjustment, Lender will use a Conversion Notice in substantially the form attached hereto as Exhibit B.
[Remainder of page intentionally left blank;
signature page follows]
IN WITNESS WHEREOF,
Borrower has caused this Note to be duly executed as of the Effective Date.
| |
BORROWER: |
| |
|
| |
Thinspace
Technology, Inc. |
| |
|
| |
|
| |
By: |
/s/ Jay Christopher Bautista |
| |
|
Name: Jay Christopher Bautista
Title: CEO |
ACKNOWLEDGED, ACCEPTED AND AGREED:
LENDER:
St.
George Investments LLC
By: Fife Trading, Inc., Manager
By: /s/ John M. Fife
John M. Fife, President
ATTACHMENT 1
DEFINITIONS
For purposes
of this Note, the following terms shall have the following meanings:
A1.
“Adjusted Conversion Amount” means, with respect to any given Conversion Amount subject to a Par Value
Adjustment, the sum of the Conversion Amount plus the Par Value Adjustment Amount.
A2.
“Approved Stock Plan” means any stock option plan which has been approved by the board of directors of
Borrower and is in effect as of the Purchase Price Date, pursuant to which Borrower’s securities may be issued to any employee,
officer or director for services provided to Borrower.
A3.
“Bloomberg” means Bloomberg L.P. (or if that service is not then reporting the relevant information regarding
the Common Stock, a comparable reporting service of national reputation selected by Lender and reasonably satisfactory to Borrower).
A4.
“Closing Bid Price” and “Closing Trade Price” means the last closing bid price and
last closing trade price, respectively, for the Common Stock on its principal market, as reported by Bloomberg, or, if its principal
market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as
the case may be) then the last bid price or last trade price, respectively, of the Common Stock prior to 4:00:00 p.m., New
York time, as reported by Bloomberg, or, if its principal market is not the principal securities exchange or trading market for
the Common Stock, the last closing bid price or last trade price, respectively, of the Common Stock on the principal securities
exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing bid price or last trade price, respectively, of the Common Stock in the over-the-counter market on the electronic
bulletin board for the Common Stock as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is
reported for the Common Stock by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers
for the Common Stock as reported by OTC Markets Group, Inc., and any successor thereto. If the Closing Bid Price or the Closing
Trade Price cannot be calculated for the Common Stock on a particular date on any of the foregoing bases, the Closing Bid Price
or the Closing Trade Price (as the case may be) of the Common Stock on such date shall be the fair market value as mutually determined
by Lender and Borrower. If Lender and Borrower are unable to agree upon the fair market value of the Common Stock, then such dispute
shall be resolved in accordance with the procedures in Section 14.2. All such determinations shall be appropriately adjusted
for any stock dividend, stock split, stock combination or other similar transaction during such period.
A5.
“Deemed Issuance” means an issuance of Common Stock that shall be deemed to have occurred on the latest
possible permitted date pursuant to the terms hereof in the event Borrower fails to deliver Conversion Shares as and when required
pursuant to Section 8 of the Note.
A6.
“Default Effect” means multiplying the Outstanding Balance as of the date the applicable Event of Default
occurred by (a) 15% for each occurrence of any Major Default, or (b) 5% for each occurrence of any Minor Default, and then adding
the resulting product to the Outstanding Balance as of the date the applicable Event of Default occurred, with the sum of the foregoing
then becoming the Outstanding Balance under this Note as of the date the applicable Event of Default occurred; provided that the
Default Effect may only be applied three (3) times hereunder with respect to Major Defaults and three (3) times hereunder with
respect to Minor Defaults; and provided further that the Default Effect shall not apply to any Event of Default pursuant to Section
4.1(b) hereof.
A7.
“DTC” means the Depository Trust Company.
A8.
“DTC Eligible” means, with respect to the Common Stock, that such Common Stock is eligible to be deposited
in certificate form at the DTC, cleared and converted into electronic shares by the DTC and held in the name of the clearing firm
servicing Lender’s brokerage firm for the benefit of Lender.
A9.
“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer program.
A10.
“DWAC” means the DTC’s Deposit/Withdrawal at Custodian system.
A11.
“DWAC Eligible” means that (a) Borrower’s Common Stock is eligible at DTC for full services pursuant
to DTC’s operational arrangements, including without limitation transfer through DTC’s DWAC system, (b) Borrower has
been approved (without revocation) by the DTC’s underwriting department, (c) Borrower’s transfer agent is approved
as an agent in the DTC/FAST Program, (d) the Conversion Shares are otherwise eligible for delivery via DWAC; (e) Borrower has previously
delivered all Conversion Shares to Lender via DWAC; and (f) Borrower’s transfer agent does not have a policy prohibiting
or limiting delivery of the Conversion Shares via DWAC.
A12.
“Excluded Securities” means any shares of Common Stock, options, or convertible securities issued or
issuable in connection with any Approved Stock Plan; provided that the option term, exercise price or similar provisions
of any issuances pursuant to such Approved Stock Plan are not amended, modified or changed on or after the Purchase Price Date.
A13.
“Major Default” means any Event of Default occurring under Sections 4.1(a) (payments), 4.1(j) (SEC reporting),
or 4.1(l) (Share Reserve) of this Note.
A14.
“Mandatory Default Amount” means the greater of (a) the Outstanding Balance divided by the Conversion
Price on the date the Mandatory Default Amount is demanded, multiplied by the VWAP on the date the Mandatory Default Amount is
demanded, or (b) the Outstanding Balance following the application of the Default Effect.
A15.
“Market Capitalization” means the product equal to (a) the average VWAP of the Common Stock for the immediately
preceding fifteen (15) Trading Days, multiplied by (b) the aggregate number of outstanding shares of Common Stock as reported on
Borrower’s most recently filed Form 10-Q or Form 10-K.
A16.
“Minor Default” means any Event of Default that is not a Major Default.
A17.
“OID” means an original issue discount.
A18.
“Other Agreements” means, collectively, (a) all existing and future agreements and instruments between,
among or by Borrower (or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing
agreement or a material agreement that affects Borrower’s ongoing business operations.
A19.
“Outstanding Balance” means as of any date of determination, the Purchase Price, as reduced or increased,
as the case may be, pursuant to the terms hereof for payment, Conversion, offset, or otherwise, plus the OID, the Transaction Expense
Amount, accrued but unpaid interest, collection and enforcements costs (including attorneys’ fees) incurred by Lender, transfer,
stamp, issuance and similar taxes and fees related to Conversions, and any other fees or charges (including without limitation
Conversion Delay Late Fees) incurred under this Note.
A20.
“Par Value” means the par value of the Common Stock on any relevant date of determination. The Par Value
as of the Effective Date is $0.001.
A21.
“Par Value Adjustment Amount” means an amount added to both the Conversion Amount and the Outstanding
Balance pursuant to Section 22, calculated as follows: (a) the number of Conversion Shares deliverable under a particular Conversion
Notice (prior to any Par Value Adjustment) multiplied by the Par Value, less (b) the Conversion Amount (prior to any Par Value
Adjustment). For illustration purposes only, if for a given Conversion, the Conversion Amount was $20,000, the Conversion Price
was $0.0008 and the Par Value was $0.001 then the Par Value Adjustment Amount would be $5,000.00 (25,000,000 Conversion Shares
($20,000.00/$0.0008) multiplied by the Par Value of $0.001 ($25,000.00) minus the Conversion Amount of $20,000.00 equals $5,000.00).
A22.
“Purchase Price Date” means the date the Purchase Price is delivered by Lender to Borrower.
A23.
“Trading Day” means any day on which the Common Stock is traded or tradable for any period on the Common
Stock’s principal market, or on the principal securities exchange or other securities market on which the Common Stock is
then being traded.
A24.
“VWAP” means the volume weighted average price of the Common stock on the principal market for a particular
Trading Day or set of Trading Days, as the case may be, as reported by Bloomberg.
EXHIBIT A
St. George Investments LLC
303 East Wacker Drive, Suite 1040
Chicago, Illinois 60601
Thinspace Technology, Inc. Date: __________________
Attn: Christopher Bautista, CEO
12555 Orange Drive, Suite 216
Davie, FL 33330
CONVERSION NOTICE
The above-captioned Lender
hereby gives notice to Thinspace Technology, Inc., a Delaware corporation (the “Borrower”), pursuant to that
certain Convertible Promissory Note made by Borrower in favor of Lender on April 9, 2015 (the “Note”), that
Lender elects to convert the portion of the Note balance set forth below into fully paid and non-assessable shares of Common Stock
of Borrower as of the date of conversion specified below. Said conversion shall be based on the Conversion Price set forth below.
In the event of a conflict between this Conversion Notice and the Note, the Note shall govern, or, in the alternative, at the election
of Lender in its sole discretion, Lender may provide a new form of Conversion Notice to conform to the Note. Capitalized terms
used in this notice without definition shall have the meanings given to them in the Note.
A. Date
of Conversion: ___________
B. Conversion
#: ________________
C. Conversion
Amount: ___________
| D. | Conversion Price: _______________ |
| E. | Conversion Shares: _______________ (C divided by D) |
| F. | Remaining Outstanding Balance of Note: ____________* |
* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms
of which shall control in the event of any dispute between the terms of this Conversion Notice and such Transaction Documents.
Please transfer the Conversion Shares
electronically (via DWAC) to the following account:
Broker: Address:
DTC#:
Account #:
Account Name:
To the extent the Conversion
Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated shares to Lender
via reputable overnight courier after receipt of this Conversion Notice (by facsimile transmission or otherwise) to:
_____________________________________
_____________________________________
_____________________________________
Sincerely,
Lender:
St.
George Investments LLC
By: Fife Trading, Inc., Manager
By:
John M. Fife, President
EXHIBIT B
St. George Investments LLC
303 East Wacker Drive, Suite 1040
Chicago, Illinois 60601
Thinspace Technology, Inc. Date: __________________
Attn: Christopher Bautista, CEO
12555 Orange Drive, Suite 216
Davie, FL 33330
CONVERSION NOTICE
The above-captioned Lender
hereby gives notice to Thinspace Technology, Inc., a Delaware corporation (the “Borrower”), pursuant to that
certain Convertible Promissory Note made by Borrower in favor of Lender on April 9, 2015 (the “Note”), that
Lender elects to convert the portion of the Note balance set forth below into fully paid and non-assessable shares of Common Stock
of Borrower as of the date of conversion specified below. Said conversion shall be based on the Conversion Price set forth below.
In the event of a conflict between this Conversion Notice and the Note, the Note shall govern, or, in the alternative, at the election
of Lender in its sole discretion, Lender may provide a new form of Conversion Notice to conform to the Note. Capitalized terms
used in this notice without definition shall have the meanings given to them in the Note.
A. Date
of Conversion: ____________
B. Conversion
#: ____________
C. Conversion
Amount: ____________
| D. | Par Value Adjustment Amount: _______________ |
| E. | Adjusted Conversion Amount: _______________ (C plus D) |
| F. | Conversion Price: _______________ (Par Value) |
| G. | Conversion Shares: _______________ (E divided by F) |
| H. | Remaining Outstanding Balance of Note: ____________* |
* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms
of which shall control in the event of any dispute between the terms of this Conversion Notice and such Transaction Documents.
Please transfer the Conversion Shares
electronically (via DWAC) to the following account:
Broker: Address:
DTC#:
Account #:
Account Name:
To the extent the Conversion
Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated shares to Lender
via reputable overnight courier after receipt of this Conversion Notice (by facsimile transmission or otherwise) to:
_____________________________________
_____________________________________
_____________________________________
Sincerely,
Lender:
St.
George Investments LLC
By: Fife Trading, Inc., Manager
By:
John M. Fife, President
11
Exhibit 10.4
SECURITIES PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT
(“Agreement”) is made as of the 10th day of April, 2015 by and between THINSPACE TECHNOLOGY,
INC., a Delaware corporation (the “Company”), and the Investor set forth on the signature page affixed hereto (the
“Investor”).
Recitals
A. The Company and
the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by
the provisions of Section 4(a)(2)under the Securities Act of 1933, as amended; and
B. The Investor
wishes to purchase from the Company, and the Company wishes to sell and issue to the Investor, upon the terms and conditions stated
in this Agreement, up to a $535,000 principal amount of 8% convertible debenture, in the form attached hereto as Exhibit
A (the “Debenture”).
In consideration of the
mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
1. Definitions. In addition to
those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms shall have the
meanings set forth below:
“Affiliate”
means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is
controlled by, or is under common control with, such Person.
“Business Day”
means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.
“Common Stock
Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument
that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Company’s
Knowledge” means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933 Act) of the Company,
after due inquiry.
“Confidential
Information” means trade secrets, confidential information and know-how (including but not limited to ideas, formulae,
compositions, processes, procedures and techniques, research and development information, computer program code, performance specifications,
support documentation, drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related
information).
“Control”
(including the terms “controlling”, “controlled by” or “under common control with”) means the
possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.
“Intellectual
Property” means all of the following: (i) patents, patent applications, patent disclosures and inventions (whether or
not patentable and whether or not reduced to practice); (ii) trademarks, service marks, trade dress, trade names, corporate names,
logos, slogans and Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and
copyrightable works; (iv) registrations, applications and renewals for any of the foregoing; and (v) proprietary computer software
(including but not limited to data, data bases and documentation).
“Material Adverse
Effect” means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or
otherwise), business, or prospects of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company to
perform its obligations under the Transaction Documents.
“Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.
“Purchase Price”
means up to Five Hundred Thousand Dollars ($500,000).
“SEC Filings”
has the meaning set forth in Section 4.6.
“SEC”
means the United States Securities and Exchange Commission.
“Securities”
means the Debenture and the Shares.
“Shares”
means the shares of Common Stock issuable upon conversion of the Debenture.
“Subsidiary”
of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests
of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such
voting interests, 50% or more of the equity interests) of which is owned directly or indirectly by such first Person.
“Transaction Documents”
means this Agreement, the Debenture and the Irrevocable Transfer Agent Instructions.
“1933 Act”
means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.
“1934 Act”
means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.
2. Purchase and Sale of the Debenture.
Subject to the terms and conditions of this Agreement, on the Closing Date, the Company shall sell and issue to the Investor, and
the Investor shall purchase from the Company, a Debenture in the principal amount of up to $535,000 in exchange for $500,000,
payable as follows (subject to the terms and conditions set forth in the Debenture): $200,000 on the Closing Date (the “Initial
Closing Payment”), $200,000 within 60 days of the Closing Date, and $100,000 at the Investor’s option within one year
of the Closing Date.
3. Closing. The closing of the
purchase and sale of the Debenture shall take place at the offices of the Company 12555 Orange Drive, Suite 216, Davie, Florida
33330, upon confirmation that the conditions to closing specified herein have been satisfied or duly waived by the Investor or
the Company, as applicable or at such other location and on such other date as the Company and the Investor shall mutually agree
(the “Closing Date”).
On the Closing Date, the Company shall deliver
to the Investor, a Debenture registered the name of the Investor, and the Investor shall cause a wire transfer in same day funds
to be sent to the account of the Company as instructed in writing by the Company, in an amount representing the Initial Closing
Payment.
4. Representations and Warranties
of the Company. The Company hereby represents and warrants to the Investor that, except as set forth in the schedules delivered
herewith (collectively, the “Disclosure Schedules”):
4. 1 Organization, Good Standing
and Qualification. Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business
as now conducted and to own its properties. Each of the Company and its Subsidiaries is duly qualified to do business as a foreign
corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property
makes such qualification or leasing necessary unless the failure to so qualify has not and could not reasonably be expected to
have a Material Adverse Effect. The Company’s Subsidiaries are listed on Schedule 4.1 hereto.
4.2 Authorization. The Company
has full power and authority and, has taken all requisite action on the part of the Company, its officers, directors and stockholders
necessary for (i) the authorization, execution and delivery of the Transaction Documents, (ii) authorization of the performance
of all obligations of the Company hereunder or thereunder, and (iii) the authorization, issuance (or reservation for issuance)
and delivery of the Securities The Transaction Documents constitute the legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability, relating to or affecting creditors’ rights generally.
4.3 Capitalization. Schedule
4.3 sets forth (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock
issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d)
the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Securities) exercisable
for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares
of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of
pre-emptive rights. Except as described on Schedule 4.3, all of the issued and outstanding shares of capital stock of each
Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were
issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by the
Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described on Schedule
4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the
Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other
rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to
issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries
is currently in negotiations for the issuance of any equity securities of any kind.
Except as described on
Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common
Stock or other securities to any other Person (other than the Investor) and will not result in the adjustment of the exercise,
conversion, exchange or reset price of any outstanding security.
Except as described on
Schedule 4.3, the Company does not have outstanding stockholder purchase rights or “poison pill” or any similar
arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain
events.
4.4 Valid Issuance. The Debenture
has been duly and validly authorized and, when issued and paid for pursuant to this Agreement, shall be free and clear of all encumbrances
and restrictions (other than those created by the Investor), except for restrictions on transfer set forth in the Transaction Documents
or imposed by applicable securities laws. Upon the due conversion of the Debenture, the Shares will be validly issued, fully paid
and non-assessable free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in the Transaction
Documents or imposed by applicable securities laws and except for those created by the Investor. The Company shall reserve a sufficient
number of shares of Common Stock for issuance upon the exercise of the Debenture, free and clear of all encumbrances and restrictions,
except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws and except
for those created by the Investor.
4.5 Consents. The execution,
delivery and performance by the Company of the Transaction Documents, and the offer, issuance and sale of the Securities require
no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings
that have been made pursuant to applicable state securities laws, and post-sale filings pursuant to applicable state and federal
securities laws which the Company undertakes to file within the applicable time periods. Subject to the accuracy of the representations
and warranties of the Investor set forth in Section 5 hereof, the Company has taken all action necessary to exempt (i) the issuance
and sale of the Securities, (ii) the issuance of the Shares upon due conversion of the Debenture, and (iii) the other transactions
contemplated by the Transaction Documents from the provisions of any shareholder rights plan or other “poison pill”
arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company
or any of its assets and properties may be subject and any provision of the Company’s Articles of Incorporation or By-laws
that is or could reasonably be expected to become applicable to the Investor as a result of the transactions contemplated hereby,
including without limitation, the issuance of the Securities and the ownership, disposition or voting of the Securities by the
Investor or the exercise of any right granted to the Investor pursuant to this Agreement or the other Transaction Documents.
4.6 Delivery of SEC Filings; Business.
The Company has made available to the Investor through the EDGAR system, true and complete copies of the Company’s most recent
Annual Report on Form 10-K for its last fiscal year (the “10-K”), and all other reports filed by the Company pursuant
to the 1934 Act since the filing of the 10-K and prior to the date hereof (collectively, the “SEC Filings”). The SEC
Filings are the only filings required of the Company pursuant to the 1934 Act for such period. The Company and its Subsidiaries
are engaged in all material respects only in the business described in the SEC Filings and the SEC Filings contain a complete and
accurate description in all material respects of the business of the Company and its Subsidiaries, taken as a whole.
4.7 Use of Proceeds. The net
proceeds of the sale of the Debenture hereunder shall be used by the Company for working capital and general corporate purposes.
4.8 No Conflict, Breach, Violation
or Default. The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of
the Securities will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a
default under (i) the Company’s Certificate of Incorporation or the Company’s Bylaws, both as in effect on the date
hereof (true and complete copies of which have been made available to the Investor through the EDGAR system), or (ii)(a) any statute,
rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company,
any Subsidiary or any of their respective assets or properties, or (b) any agreement or instrument to which the Company or any
Subsidiary is a party or by which the Company or a Subsidiary is bound or to which any of their respective assets or properties
is subject.
4.9 Brokers and Finders. No Person
will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against
or upon the Company, any Subsidiary or an Investor for any commission, fee or other compensation pursuant to any agreement, arrangement
or understanding entered into by or on behalf of the Company.
4.10 No Directed Selling Efforts
or General Solicitation. Neither the Company nor any Person acting on its behalf has conducted any general solicitation or
general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of the Securities.
4.11 No Integrated Offering.
Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any
offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect
reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would
require registration of the Securities under the 1933 Act.
4.12 Private Placement. The offer
and sale of the Securities to the Investor as contemplated hereby is exempt from the registration requirements of the 1933 Act.
5. Representations and Warranties
of the Investor. The Investor hereby represents and warrants to the Company that:
5.1 Organization and Existence.
Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate,
partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.
5.2 Authorization. The execution,
delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized
and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance
with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws
of general applicability, relating to or affecting creditors’ rights generally.
5.3 Purchase Entirely for Own Account.
The Securities to be received by such Investor hereunder will be acquired for such Investor’s own account, not as nominee
or agent, and not with a view to the resale or distribution of any part thereof in violation of the 1933 Act, and such Investor
has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933
Act without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of
such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a
representation or warranty by such Investor to hold the Securities for any period of time. Such Investor is not a broker-dealer
registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered.
5.4 Investment Experience. Such
Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Securities and has such knowledge
and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated
hereby.
5.5 Disclosure of Information.
Such Investor has had an opportunity to receive all information related to the Company requested by it and to ask questions of
and receive answers from the Company regarding the Company, its business and the terms and conditions of the offering of the Securities.
Such Investor acknowledges receipt of copies of the SEC Filings. Neither such inquiries nor any other due diligence investigation
conducted by such Investor shall modify, amend or affect such Investor’s right to rely on the Company’s representations
and warranties contained in this Agreement.
5.6 Restricted Securities. Such
Investor understands that the Securities are characterized as “restricted securities” under the U.S. federal securities
laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such
laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.
5.7 Legends. The Investor understands
that, except as provided below, certificates evidencing the Securities may bear the following or any similar legend:
(a) “The securities represented
hereby may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933,
as amended, (ii) such securities may be sold pursuant to Rule 144(i), or (iii) the Company has received an opinion of counsel reasonably
satisfactory to it that such transfer may lawfully be made without registration under the Securities Act of 1933 or qualification
under applicable state securities laws.”
(b) If required by the authorities of
any state in connection with the issuance of sale of the Securities, the legend required by such state authority.
5.8 Accredited Investor. Such
Investor is an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the 1933 Act.
5.9 No General Solicitation.
Such Investor did not learn of the investment in the Securities as a result of any public advertising or general solicitation.
5.10 Brokers and Finders. No
Person will have as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim
against or upon the Company, any Subsidiary or an Investor for any commission, fee or other compensation pursuant to any agreement,
arrangement or understanding entered into by or on behalf of such Investor.
6. Conditions to Closing.
6.1 Conditions to the Investor’s
Obligations. The obligation of the Investor to purchase the Debenture at Closing is subject to the fulfillment to such Investor’s
satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:
(a) The representations and warranties
made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the
Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such
representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the
Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior
to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in
which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company
shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it
on or prior to the Closing Date.
(b) The Company shall have obtained
any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and
sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which
shall be in full force and effect.
(c) No judgment, writ, order, injunction,
award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or
by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental
authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.
(d) No stop order or suspension of trading
shall have been imposed by Nasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common
Stock.
6.2 Conditions to Obligations of
the Company. The Company's obligation to sell and issue the Debenture at Closing is subject to the fulfillment to the satisfaction
of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:
(a) The representations and warranties
made by the Investor in Section 5 hereof, other than the representations and warranties contained in Sections 5.3, 5.4, 5.5, 5.6,
5.7, 5.8 and 5.9 (the “Investment Representations”), shall be true and correct in all material respects when made,
and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made
on and as of said date. The Investment Representations shall be true and correct in all respects when made, and shall be true and
correct in all respects on the Closing Date with the same force and effect as if they had been made on and as of said date. The
Investor shall have performed in all material respects all obligations and conditions herein required to be performed or observed
by them on or prior to the Closing Date.
(b) The Investor shall have delivered
the Purchase Price to the Company.
6.3 Termination of Obligations to
Effect Closing; Effects.
(a) The obligations of the Company,
on the one hand, and the Investor, on the other hand, to effect the Closing shall terminate as follows:
(i) Upon the mutual written consent
of the Company and the Investor;
(ii) By the Company if any of the conditions
set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company;
(iii) By the Investor if any of the
conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been waived by the Investor;
or
(iv) By either the Company or the Investor
if the Closing has not occurred on or prior to April 10, 2015; provided, however, that, except in the case of clause (i)
above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations,
warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted
in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing.
7. Survival and Indemnification.
7.1 Survival. The
representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions
contemplated by this Agreement.
7.2 Indemnification.
The Company agrees to indemnify and hold harmless the Investor and its Affiliates and its directors, officers, employees and agents
from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney
fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or
proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) to which such Person
may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the
part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts as they are incurred
by such Person.
7.3 Conduct
of Indemnification Proceedings. Promptly after receipt by any Person (the “Indemnified Person”)
of notice of any demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding
or investigation in respect of which indemnity may be sought pursuant to Section 7.2, such Indemnified Person shall promptly notify
the Company in writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory
to such Indemnified Person, and shall assume the payment of all fees and expenses; provided, however, that
the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except
to the extent that the Company is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person
shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified
Person unless: (i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel; or (ii)
in the reasonable judgment of counsel to such Indemnified Person representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. The Company shall not be liable for any settlement of any proceeding
effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent, or if
there be a final judgment for the plaintiff, the Company shall indemnify and hold harmless such Indemnified Person from and against
any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent
of the Indemnified Person, which consent shall not be unreasonably withheld, the Company shall not effect any settlement of any
pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have
been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Person
from all liability arising out of such proceeding.
8. Miscellaneous.
8.1 Successors and Assigns. This
Agreement may not be assigned by a party hereto without the prior written consent of the Company or the Investor, as applicable,
provided, however, that an Investor may assign its rights and delegate its duties hereunder in whole or in part to an Affiliate
or to a third party acquiring some or all of its Securities in a private transaction without the prior written consent of the Company,
after notice duly given by such Investor to the Company. The provisions of this Agreement shall inure to the benefit of and be
binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
8.2 Counterparts; Faxes. This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. This Agreement may also be executed via facsimile, which shall be deemed an original.
8.3 Titles and Subtitles. The
titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting
this Agreement.
8.4 Notices. Unless otherwise
provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given
as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii) if
given by telex or telecopier, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (iii)
if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B)
three days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally recognized
overnight air courier, then such notice shall be deemed given one business day after delivery to such carrier. All notices shall
be addressed to the party to be notified at the address as follows, or at such other address as such party may designate by ten
days’ advance written notice to the other party:
If to the Company:
THINSPACE TECHNOLOGY, INC.
12555 Orange Drive, Suite 216
Davie, Florida 33330
Fax: 786-763-3830
If to the Investor:
______________________________________
______________________________________
______________________________________
______________________________________
8.5 Expenses. The parties hereto
shall pay their own costs and expenses in connection herewith. In the event that legal proceedings are commenced by any party to
this Agreement against another party to this Agreement in connection with this Agreement or the other Transaction Documents, the
party or parties which do not prevail in such proceedings shall severally, but not jointly, pay their pro rata share of the reasonable
attorneys’ fees and other reasonable out-of-pocket costs and expenses incurred by the prevailing party in such proceedings.
8.6 Amendments and Waivers. Any
term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investor.
Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased
under this Agreement at the time outstanding, each future holder of all such Securities, and the Company.
8.7 Severability. Any provision
of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as
if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable
in any respect.
8.8 Entire Agreement. This Agreement,
including the Exhibits and the Disclosure Schedules, and the other Transaction Documents constitute the entire agreement among
the parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings,
both oral and written, between the parties with respect to the subject matter hereof and thereof.
8.9 Further Assurances. The parties
shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required
to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.
8.10 Governing Law; Consent to Jurisdiction;
Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State
of New York, without regard to principles of conflicts of law. THE COMPANY AND INVESTOR WAIVE ANY RIGHT
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS DEBENTURE OR ANY TRANSACTION CONTEMPLATED HEREIN,
INCLUDING CLAIMS BASED ON CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER COMMON LAW OR STATUTORY BASIS. Each party hereby submits
to the exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York. If the jury
waiver set forth in this Section is not enforceable, then any dispute, controversy or claim arising out of or relating to this
Agreement or any of the transactions contemplated herein will be finally settled by binding arbitration in New York, New York in
accordance with the then current Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed
in accordance with said rules. The arbitrator shall apply New York law to the resolution of any dispute, without reference to rules
of conflicts of law or rules of statutory arbitration. Judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary
or interim equitable relief, or to compel arbitration in accordance with this paragraph. The expenses of the arbitration, including
the arbitrator’s fees and expert witness fees, incurred by the parties to the arbitration, may be awarded to the prevailing
party, in the discretion of the arbitrator, or may be apportioned between the parties in any manner deemed appropriate by the arbitrator.
Unless and until the arbitrator decides that one party is to pay for all (or a share) of such expenses, both parties shall share
equally in the payment of the arbitrator’s fees as and when billed by the arbitrator.
[signature page follows]
IN WITNESS WHEREOF, the
parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above
written.
| The Company: |
THINSPACE TECHNOLOGY, INC. |
| |
|
| |
By: |
/s/ J. Christopher
Bautista |
| |
|
Name: J. Christopher Bautista
Title: CEO |
| The Investor: |
BLUE CITI PR, LLC |
| |
|
| |
By: |
/s/ Robert Malin |
| |
|
Name: Robert Malin
Title: Manager |
9
Exhibit 10.5
THIS DEBENTURE AND THE CONVERSION
SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS DEBENTURE AND
THE CONVERSION SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
AS TO THIS DEBENTURE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED
BY HOLDER), IN A GENERALLY ACCEPTABLE FORMTHAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.
CONVERTIBLE DEBENTURE
FOR VALUE RECEIVED,
Thinspace Technology, Inc., a Delaware corporation (the “Borrower”), promises to pay to Blue Citi PR, a __________________________________________(the
“Holder”) or its registered assigns or successors in interest, the principal sum of up to Five Hundred Thirty
Five Thousand Dollars ($535,000), together with all accrued interest thereon, on April 10, 2017 (the “Maturity Date”),
if not sooner paid.
The Consideration
is: (i) Two Hundred Thousand Dollars ($200,000) payable by wire to the Borrower on the Effective Date; (ii) Two Hundred Thousand
Dollars ($200,000) payable by wire to the Borrower in the Holder’s discretion at any time within sixty (60) days of the Effective
Date, provided that, if the Holder does not make such payment prior to the date this is 60 days from the Effective Date, Holder
will be required to make such payment on the date that is 60 days from the Effective Date, subject to the condition that the average
Trading Price for the five trading days prior to the date that is 60 days from the Effective Date for the Borrower’s Common
Stock is equal to or greater than fifty percent (50%) of the five (5) day average Trading Price prior to the Effective Date; and
(iii) One Hundred Thousand Dollars at the sole discretion of the Holder within 365 days of the Effective Date, provided that, if
the Holder does not make the second $200,000 payment under this Debenture within 60 days of the Effective Date, Holder will not
have the right to make such $100,000 payment. Each such payment of Consideration reflect a 7% original issue discount (“OID”)
added to the principal amount at time of payment to Borrower (up to $35,000).
The following terms and conditions shall
apply to this Convertible Debenture (the “Debenture”):
ARTICLE
I
INTEREST & AMORTIZATION
1.1 Interest
Rate. Subject to Sections 4.1 and 5.7 hereof, interest payable on this Debenture shall accrue at a rate per annum equal to
eight percent (8%) and shall be computed on the basis of a 365-day year.
1.2
Payments. Payment of the aggregate principal amount including OID outstanding under this Debenture (the “Principal
Amount”), together with all accrued interest thereon shall be made on the Maturity Date.
1.3 Prepayment
Option. “The Borrower may prepay in cash all or any portion of the Principal Amount of this Debenture and accrued interest
thereon, with a penalty, as set forth below (each a “Prepayment”), upon written notice to the Holder. The amount
of such prepayment penalty shall be determined by multiplying that portion of the Principal Amount and accrued interest to be converted,
if any, by the then applicable prepayment percentage (the “Prepayment Percentage”). The Prepayment Percentage
shall be as follows: (i) 120%, if there is a Prepayment at any time within 90 days of the Effective Date; (ii) 125% if there is
a Prepayment between 91 and 179 days of the Effective Date; and (iii) 130%, if there is a Prepayment at any time 180 days after
the Effective Date.
ARTICLE
II
CONVERSION REPAYMENT
2.1.
Optional Conversion. Subject to the terms of this Article II, the Holder shall have the right, but not the obligation,
at any time until the Maturity Date, or thereafter during an Event of Default, to convert all or any portion of the outstanding
Principal Amount, accrued interest and fees due and payable thereon into fully paid and nonassessable shares of Common Stock of
the Borrower (the “Common Stock”) at the Conversion Price (as defined below). The shares of Common Stock to
be issued upon such conversion are herein referred to as the “Conversion Shares.”
2.2.
Calculation of Conversion Price. The conversion price (the “Conversion Price”) shall be subject
to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s
securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary
distributions and similar events. Subject to Section 4.6 hereof, the Conversion Price shall mean the 65% (representing a discount
rate of 35%) multiplied by the Market Price (as defined herein). “Market Price” means the average of the three lowest
Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete
Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing price
on the OTCQB, or applicable trading market as reported by a reliable reporting service (“Reporting Service”) designated
by the Holder (i.e., Bloomberg)
2.3.
Conversion Limitation. Notwithstanding anything contained herein to the contrary, the number of Conversion Shares
that may be acquired by the Holder upon conversion of this Debenture (or otherwise in respect hereof) shall be limited to the extent
necessary to ensure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially
owned by such Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with
the Holder's for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”),
does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares
of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
2.4.
Mechanics of Holder’s Conversion. Subject to Section 2.3 hereof, this Debenture will be converted by the Holder
in part from time to time after the Issue Date, by submitting to the Borrower a Notice of Conversion (whether by facsimile, as
a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion
Date prior to 6:00 p.m., New York, New York time). On each Conversion Date (as hereinafter defined) and in accordance with its
Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered
in its records and shall provide written notice thereof to the Borrower on the Conversion Date. Each date on which a Notice of
Conversion is delivered or telecopied to Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the
“Conversion Date”). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit
A. Pursuant to the terms of the Notice of Conversion, Borrower will issue instructions to the transfer agent within three
(3) business days of the Conversion Date accompanied by an opinion of counsel to Borrower of the Notice of Conversion and shall
cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or
crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”)
through its Deposit Withdrawal Agent Commission (“DWAC”) system within five (5) business days after receipt
by Borrower of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion
rights set forth herein, the conversion privilege shall be deemed to have been exercised, and the Conversion Shares issuable upon
such conversion shall be deemed to have been issued, upon the date of receipt by Borrower of the Notice of Conversion. The Holder
shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides Borrower written instructions
to the contrary.
2.5 Conversion
Mechanics. The number of shares of Common Stock to be issued upon each conversion of this Debenture shall be determined by
dividing that portion of the Principal Amount and interest and fees to be converted, if any, by the then applicable Conversion
Price.
2.6 Issuance
of New Debenture. Upon any partial conversion of this Debenture, a new Debenture containing the same date and provisions of
this Debenture shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance of this Debenture
and interest which shall not have been converted or paid. Subject to the provisions of Article III, the Borrower will pay no costs,
fees or any other consideration to the Holder for the production and issuance of a new Debenture.
2.7 Fractional Shares.
No fractional shares shall be issued upon the conversion of this Debenture. As to any fraction of a share which Holder would otherwise
be entitled to upon such conversion, the Borrower shall round up to the next whole share.
2.8 Share Reservation.
The Borrower shall at all times reserve and keep available out of its authorized Common Stock a number of shares equal to at least
three (3) times the full number of shares of Common Stock issuable upon conversion of all outstanding amounts under this Debenture;
and within five (5) Business Days following the receipt by the Borrower of the Holder's notice that such minimum number of Common
Stock is not so reserved, the Borrower shall promptly reserve a sufficient number of shares of Common Stock to comply with such
requirement.
ARTICLE
III
EVENTS OF DEFAULT
The occurrence of
any of the following events set forth in Sections 3.1 through 3.12, inclusive, shall be an “Event of Default”:
3.1 Failure
to Pay Principal, Interest or Other Fees. Borrower fails to pay principal, interest or other fees hereon and such failure shall
continue for a period of five (5) days following the date upon which any such payment was due.
3.2 Breach
of Covenant. Borrower breaches any covenant or other term or condition of this Debenture in any material respect and such breach,
if subject to cure, continues for a period of five (5) days after the occurrence thereof.
3.3 Breach
of Representations and Warranties. Any representation or warranty of Borrower made herein shall be false or misleading in any
material respect.
3.4 SEC Filings.
Borrower fails to timely file, when due, any SEC report, including any required XBRL file along with such report (e.g.,
Forms 8-K, 10-Q or 10-K, or Schedules 14A, 14C or 14(f)), or, if the filing date of such report is properly extended pursuant to
SEC Rule 12b-25, when the date of any such filing extension lapses.
3.5 Stop Trade.
An SEC stop trade order or Principal Market trading suspension of the Common Stock shall be in effect for five (5) consecutive
days or five (5) days during a period of 10 consecutive days, provided that Borrower shall not have been able to cure such trading
suspension within 30 days of the notice thereof or list the Common Stock on another Principal Market within 60 days of such notice.
The “Principal Market” for the Common Stock shall include the OTCQB, OTCQX, OTC Pink, OTC Bulletin Board, NASDAQ Capital
Market, NASDAQ Global Market, NYSE MKT, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading
exchange or market for the Common Stock), or any securities exchange or other securities market on which the Common Stock is then
being listed or traded.
3.6 SEC Reporting
Status Matters.
(a) Borrower indicates
by check mark on the cover page of an SEC report filing that it has not (1) filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.
(b) Borrower indicates
by check mark on the cover page of an SEC report filing that it has not submitted electronically and posted on its corporate website,
if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
(c) Borrower indicates
by check mark on the cover page of an SEC report filing that it is a shell company (as defined in Rule 12b-2 of the Exchange
Act).
(d) Borrower
files a Form 15 with the SEC to deregister its Common Stock, provided that, such event will not be deemed an Event of Default if
Borrower files current reports with attorney opinions on not less than a quarterly basis on www.otcmarkets.com until such time
as Borrower re-registers its Common Stock with the SEC.
3.7 Receiver
or Trustee. Each of the Borrower or its subsidiaries (“Subsidiaries”), if any, shall make an assignment
for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part
of its property or business; or such a receiver or trustee shall otherwise be appointed; or shall
become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to
applicable grace periods, if any
3.8 Bankruptcy.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any
law for the relief of debtors shall be instituted by or against the Borrower or any of its Subsidiaries (Federal law or applicable
state law).
3.9 DTC Eligibility.
The Borrower shall lose its status as “DTC Eligible” or the Borrower’s shareholders shall lose the ability to
deposit (either electronically or by physical certificates, or otherwise) shares into the DTC System.
ARTICLE IV
DEFAULT RELATED PROVISIONS AND OTHER PRIVILEGES
4.1 Default
Interest Rate. Following the occurrence and during the continuance of an Event of Default, interest on this Debenture shall
automatically be instated at a rate of 10% per annum, effective as of the date of issuance of this Debenture, which interest shall
be payable in cash or Common Stock, at the option of the Borrower.
4.2 Conversion
Privileges. The conversion privileges set forth in Article II shall remain in full force and effect immediately from the date
hereof and until this Debenture is paid in full.
4.3 Cumulative
Remedies. The remedies under this Debenture shall be cumulative.
.
ARTICLE V
MISCELLANEOUS
5.1 Failure
or Indulgence Not Waiver. No failure or delay on the part of the Holder hereof in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative
to, and not exclusive of, any rights or remedies otherwise available.
5.2 Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by FedEx or other reputable express courier service with charges prepaid, or
(iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below. Any notice or other communication required
or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation
generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during
normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other
than on a business day during normal business hours where such notice is to be received) or (b) on the next business day following
the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be:
If to the Borrower,
to:
THINSPACE TECNOLOGY,
INC.
Attn: CEO
12555 Orange
Drive, Suite 216
Davie, FL 33330
facsimile:
786-763-3830
If to the Holder:
__________________________________
Attn: _____________________________
__________________________________
__________________________________
facsimile:
________________
No change in any of
such addresses shall be effective insofar as notices under this Section 5.2 are concerned unless such changed address is located
in the United States of America and notice of such change shall have been given to such other party hereto as provided in this
Section 5.2.
5.3 Amendment
Provision. Any term of this Debenture may be amended only with the written consent of the Holder and the Borrower. .
The term “Debenture” and all reference thereto, as used throughout this instrument, shall mean this instrument
as originally executed, or if later amended or supplemented, then as so amended or supplemented, and any successor instrument as
it may be amended or supplemented.
5.4 Assignability.
This Debenture shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder
and its successors and assigns, and may not be assigned by the Borrower without the prior written consent of the Holder, which
consent may not be unreasonably withheld.
5.5 Prevailing Party
and Costs. In the event any attorney is employed by any party with regard to any legal or equitable action, arbitration or
other proceeding brought by such party for the enforcement of this Debenture or because of an alleged dispute, breach, default
or misrepresentation in connection with any of the provisions of this Debenture, the prevailing party in such proceeding will be
entitled to recover from the other party reasonable attorneys' fees and other costs and expenses incurred, in addition to any other
relief to which the prevailing party may be entitled.
5.6 Governing Law;
Consent to Jurisdiction; Waiver of Jury Trial. This Debenture shall be governed by, and construed in accordance with, the internal
laws of the State of New York, without regard to principles of conflicts of law. THE BORROWER AND HOLDER WAIVE ANY RIGHT TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS DEBENTURE OR ANY TRANSACTION CONTEMPLATED HEREIN, INCLUDING
CLAIMS BASED ON CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER COMMON LAW OR STATUTORY BASIS. Each party hereby submits to the exclusive
jurisdiction of the state and federal courts located in the County of New York, State of New York. If the jury waiver set forth
in this Section is not enforceable, then any dispute, controversy or claim arising out of or relating to this Debenture or any
of the transactions contemplated herein will be finally settled by binding arbitration in New York, New York in accordance with
the then current Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed in accordance
with said rules. The arbitrator shall apply New York law to the resolution of any dispute, without reference to rules of conflicts
of law or rules of statutory arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction
thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary or interim
equitable relief, or to compel arbitration in accordance with this paragraph. The expenses of the arbitration, including the arbitrator’s
fees and expert witness fees, incurred by the parties to the arbitration, may be awarded to the prevailing party, in the discretion
of the arbitrator, or may be apportioned between the parties in any manner deemed appropriate by the arbitrator. Unless and until
the arbitrator decides that one party is to pay for all (or a share) of such expenses, both parties shall share equally in the
payment of the arbitrator’s fees as and when billed by the arbitrator.
5.7 Maximum
Payments. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges
in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges
hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed
by Borrower to the Holder and thus refunded to the Borrower.
5.8 Construction.
Borrower acknowledges that its legal counsel participated in the preparation of this Debenture and, therefore, stipulates that
the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation
of this Debenture to favor any party against the other.
5.9 Absolute Obligation.
Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligation of the Borrower, which
is absolute and unconditional, to pay the principal of, interest and liquidated damages (if any) on, this Debenture at the time,
place, and rate, and in the coin or currency, herein prescribed. This Debenture is a direct debt obligation of Borrower.
5.10 Lost or Mutilated
Debenture. If this Debenture shall be mutilated, lost, stolen or destroyed, Borrower shall execute and deliver, in exchange
and substitution for and upon cancellation of a mutilated Debenture, or in lieu of or in substitution for a lost, stolen or destroyed
Debenture, a new Debenture for the principal amount of this Debenture so mutilated, lost, stolen or destroyed.
[signature page
follows]
IN WITNESS WHEREOF,
Borrower has caused this Convertible Debenture to be signed in its name effective as of the 10th day of April, 2015 (the “Effective
Date”).
| |
BORROWER: |
| |
|
| |
THINSPACE TECHNOLOGY, INC. |
| |
|
| |
|
| |
|
| |
By: |
/s/ J. Christopher Bautista |
| |
|
Name: J. Christopher Bautista
Title: CEO |
EXHIBIT A
NOTICE OF CONVERSION
(To be executed by the Holder in order
to convert all or part of the amounts owed under the Convertible Debenture into Common Stock)
[NAME OF HOLDER]
[ADDRESS]
The undersigned hereby converts $_________
due under the Convertible Debenture issued by ____________________________, Inc. (“Borrower”) dated as of ____________
__, 201_ by delivery of shares of Common Stock of Borrower on and subject to the conditions set forth in Article II of the Convertible
Debenture.
1. Date of Conversion _______________________
2. Shares To Be Delivered: _______________________
[NAME OF BORROWER]
By:_______________________________
Name:_____________________________
Title:______________________________
8