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:


 






    	1



    	 



    

 


 


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.


 






    	2



    	 



    

 


(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.


 






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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.


 






    	4



    	 



    

 


 


(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.


 






    	5



    	 



    

 


 


(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.


 






    	6



    	 



    

 


 


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.


 


 






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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



 





 


 


 


 



    	8



    	 



    




 


 


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.






    	9



    	 



    

 


 


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:


 






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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


 


 


 


 


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