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.


 


 






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“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. 1Organization, 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.


 






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4.2Authorization. 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.


 


4.3Capitalization. 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.


 


4.4Valid 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.


 


4.5Consents. 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.


 


4.6Delivery 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.


 


4.7Use 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.






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4.8No 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.


 


4.9Brokers 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.


 


4.10No 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.


 


4.11No 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.


 


4.12Private 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:


 


5.1Organization 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.


 


5.2Authorization. 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.


 


5.3Purchase 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.


 


5.4Investment 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.


 


5.5Disclosure 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.


 






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5.6Restricted 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.


 


5.7Legends. 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.


 


5.8Accredited Investor. Such
Investor is an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the 1933 Act.


 


5.9No General Solicitation.
Such Investor did not learn of the investment in the Securities as a result of any public advertising or general solicitation.


 


5.10Brokers 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.


 


6.1Conditions 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.






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(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.


 


6.2Conditions 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.


 


6.3Termination 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.






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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.


 


8.1Successors 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.


 


8.2Counterparts; 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.


 


8.3Titles 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.


 


8.4Notices. 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:


______________________________________


______________________________________


______________________________________


______________________________________


 





8.5Expenses. 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.


 






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8.6Amendments 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.


 


8.7Severability. 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.


 


8.8Entire 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.


8.9Further 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.


 


8.10Governing 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]


 


 






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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



 

















 







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