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.






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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:


 



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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.






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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.






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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.






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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


 



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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.






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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.






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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]


 


 


 






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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	 
	 	 	 
	 	 	 
	 	 	 









 





 


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