Exhibit 10.3


 





CONVERTIBLE
PROMISSORY NOTE





	Effective Date: April 9, 2015	U.S. $107,500.00









 


FOR VALUE RECEIVED,
Thinspace Technology, Inc., a Delaware corporation (“Borrower”),
promises to pay to St. George Investments LLC, a Utah limited liability company,
or its successors or assigns (“Lender”), $107,500.00 and any interest, fees, charges, and late fees on the date
that is twelve (12) months after the Purchase Price Date (as defined below) (the “Maturity Date”) in accordance
with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of eight percent (8%) per annum from
the Purchase Price Date until the same is paid in full. This Convertible Promissory Note (this “Note”) is issued
and made effective as of April 9, 2015 (the “Effective Date”). This Note is issued pursuant to that certain
Securities Purchase Agreement dated April 9, 2015, as the same may be amended from time to time, by and between Borrower and Lender
(the “Purchase Agreement”). All interest calculations hereunder shall be computed on the basis of a 360-day
year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the
terms of this Note. Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein
by this reference.


This Note carries
an OID of $5,000.00. In addition, Borrower agrees to pay $2,500.00 to Lender to cover Lender’s legal fees, accounting costs,
due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the “Transaction
Expense Amount”), all of which amount is included in the initial principal balance of this Note. The purchase price for
this Note shall be $100,000.00 (the “Purchase Price”), computed as follows: $107,500.00 original principal balance,
less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by Lender by wire transfer of immediately
available funds.


1.                 
Payment; Prepayment. All payments owing hereunder shall be in lawful money of the United States of America or Conversion
Shares (as defined below), as provided for herein, and delivered to Lender at the address furnished to Borrower for that purpose.
All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued
and unpaid interest, and thereafter, to (d) principal. Notwithstanding the foregoing, so long as Borrower has not received a Conversion
Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event
of Default has occurred since the Effective Date (whether declared by Lender or undeclared), then Borrower shall have the right,
exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note,
in full, in accordance with this Section 1. Any notice of prepayment hereunder (an “Optional Prepayment Notice”)
shall be delivered to Lender at its registered address and shall state: (y) that Borrower is exercising its right to prepay this
Note, and (z) the date of prepayment, which shall be not less than five (5) Trading Days from the date of the Optional Prepayment
Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the
Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower.
If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 125% multiplied
by the then Outstanding Balance of this Note if prior to 180 days from the Effective Date, and 130% multiplied by the then Outstanding
Balance of this Note any time 180 days after the Effective Date (the “Optional Prepayment Amount”). In the event
Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional
Prepayment Notice to Lender as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall
not be deemed to have been paid to Lender until the Optional Prepayment Date. In the event Borrower delivers the Optional Prepayment
Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5)
Trading Days from the date that the Optional Prepayment Amount was delivered to Lender. In addition, if Borrower delivers an Optional
Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional
Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.






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2.                 
Security. This Note is unsecured.


3.                 
Conversion.


3.1.           
Conversion Price. Subject to the adjustments set forth herein, the conversion price (the “Conversion Price”)
for each Conversion (as defined below) shall be equal to the product of 65% (the “Conversion Factor”) multiplied
by the lowest Closing Bid Price in the twenty (20) Trading Days immediately preceding the applicable Conversion. Additionally,
if at any time after the Effective Date, Borrower is not DWAC Eligible, then the then-current Conversion Factor will automatically
be reduced by 5% for all future Conversions. If at any time after the Effective Date, the Conversion Shares are not DTC Eligible,
then the then-current Conversion Factor will automatically be reduced by an additional 5% for all future Conversions. Finally,
in addition to the Default Effect, if any Major Default occurs after the Effective Date, the Conversion Factor shall automatically
be reduced for all future Conversions by an additional 5% for each of the first three (3) Major Defaults that occur after the Effective
Date (for the avoidance of doubt, each occurrence of any Major Default shall be deemed to be a separate occurrence for purposes
of the foregoing reductions in Conversion Factor, even if the same Major Default occurs three (3) separate times). For example,
the first time Borrower is not DWAC Eligible, the Conversion Factor for future Conversions thereafter will be reduced from 65%
to 60% for purposes of this example. Following such event, the first time the Conversion Shares are no longer DTC Eligible, the
Conversion Factor for future Conversions thereafter will be reduced from 60% to 55% for purposes of this example. If, thereafter,
there are three (3) separate occurrences of a Major Default pursuant to Section 4.1(a), then for purposes of this example the Conversion
Factor would be reduced by 5% for the first such occurrence, and so on for each of the second and third occurrences of such Major
Default.


3.2.           
Conversions. Lender has the right at any time after the Purchase Price Date until the Outstanding Balance has been
paid in full, including without limitation until any Optional Prepayment Date (even if Lender has received an Optional Prepayment
Notice), at its election, to convert (each instance of conversion is referred to herein as a “Conversion”) all
or any part of the Outstanding Balance less any amounts specified in outstanding and valid Optional Prepayment Notices into shares
(“Conversion Shares”) of fully paid and non-assessable common stock, $0.001 par value per share (“Common
Stock”), of Borrower as per the following conversion formula: the number of Conversion Shares equals the amount being
converted (the “Conversion Amount”) divided by the Conversion Price. Conversion notices in the form attached
hereto as Exhibit A (each, a “Conversion Notice”) may be effectively delivered to Borrower by any method
of Lender’s choice (including but not limited to facsimile, email, mail, overnight courier, or personal delivery), and all
Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver the Conversion Shares from any
Conversion to Lender in accordance with Section 8 below.


4.                 
Defaults and Remedies.


4.1.           
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a)
Borrower shall fail to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; or (b) Borrower
shall fail to deliver any Conversion Shares in accordance with the terms hereof; or (c) a receiver, trustee or other similar official
shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20)
days or shall not be dismissed or discharged within sixty (60) days; or (d) Borrower shall become insolvent or generally fails
to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or
(e) Borrower shall make a general assignment for the benefit of creditors; or (f) Borrower shall file a petition for relief under
any bankruptcy, insolvency or similar law (domestic or foreign); or (g) an involuntary proceeding shall be commenced or filed against
Borrower; or (h) Borrower shall default or otherwise fail to observe or perform any covenant, obligation, condition or agreement
of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically
set forth in this Section 4.1; or (i) any representation, warranty or other statement made or furnished by or on behalf of Borrower
to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this Note shall be false, incorrect,
incomplete or misleading in any material respect when made or furnished; or (j) Borrower shall (i) terminate its status as an issuer
required to file reports under the 1934 Act (as defined in the Purchase Agreement) even if the 1934 Act or the rules and regulations
thereunder would permit such termination, or (ii) become delinquent in its filing requirements as a fully-reporting issuer registered
with the SEC or shall fail to timely file all required quarterly and annual reports and any other filings that are necessary to
enable Lender to sell Conversion Shares pursuant to Rule 144 under the Securities Act of 1933, as amended (“Rule 144”);
or (k) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (l) Borrower effectuates
a reverse split of its Common Stock without twenty (20) Trading Days prior written notice to Lender; or (m) any money judgment,
writ or similar process shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other
assets for more than $100,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless
otherwise consented to by Lender; or (n) Borrower shall fail to deliver to Lender original signature pages to all Transaction Documents
within five (5) Trading Days of the Purchase Price Date; or (o) Borrower shall fail to be DWAC Eligible.






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4.2.           
Remedies. Upon the occurrence of any Event of Default, Borrower shall within one (1) Trading Day deliver written
notice thereof via facsimile, email or reputable overnight courier (with next day delivery specified) (an “Event of Default
Notice”) to Lender. At any time and from time to time after the earlier of Lender’s receipt of an Event of Default
Notice and Lender becoming aware of the occurrence of any Event of Default, Lender may accelerate this Note by written notice to
Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding
the foregoing, at any time following the occurrence of any Event of Default, Lender may, at its option, elect to increase the Outstanding
Balance by applying the Default Effect (subject to the limitation set forth below) via written notice to Borrower without accelerating
the Outstanding Balance, in which event the Outstanding Balance shall be increased as of the date of the occurrence of the applicable
Event of Default pursuant to the Default Effect, but the Outstanding Balance shall not be immediately due and payable unless so
declared by Lender (for the avoidance of doubt, if Lender elects to apply the Default Effect pursuant to this sentence, it shall
reserve the right to declare the Outstanding Balance immediately due and payable at any time and no such election by Lender shall
be deemed to be a waiver of its right to declare the Outstanding Balance immediately due and payable as set forth herein unless
otherwise agreed to by Lender in writing). Notwithstanding the foregoing, upon the occurrence of any Event of Default described
in clauses (c), (d), (e), (f) or (g) of Section 4.1, the Outstanding Balance as of the date of acceleration shall become immediately
and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender. At any
time following the occurrence of any Event of Default, upon written notice given by Lender to Borrower, interest shall accrue on
the Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser
of eighteen percent (18%) per annum or the maximum rate permitted under applicable law (“Default Interest”).
Additionally, following the occurrence of any Event of Default, Borrower may, at its option, pay any Conversion in cash instead
of Conversion Shares by paying to Lender on or before the applicable Delivery Date (as defined below) a cash amount equal to the
number of Conversion Shares set forth in the applicable Conversion Notice multiplied by the highest intra-day trading price of
the Common Stock that occurs during the period beginning on the date the applicable Event of Default occurred and ending on the
date of the applicable Conversion Notice. In connection with acceleration described herein, Lender need not provide, and Borrower
hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately and without expiration
of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable
law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all
rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to this Section 4.2. No such rescission
or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s
right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to Borrower’s failure to timely deliver Conversion Shares upon Conversion of the Notes
as required pursuant to the terms hereof.


4.3.           
Cross Default. A breach or default by Borrower of any covenant or other term or condition contained in any Other
Agreements shall, at the option of Lender, be considered an Event of Default under this Note, in which event Lender shall be entitled
(but in no event required) to apply all rights and remedies of Lender under the terms of this Note.


5.                 
Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and
enforceable obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights
of offset it now has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments or Conversions
called for herein in accordance with the terms of this Note.






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6.                 
Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by
the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any
other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing
waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in
writing.


7.                 
Adjustment of Conversion Price. Without limiting any provision hereof, if Borrower at any time on or after the Effective
Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares
of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately
reduced. Without limiting any provision hereof, if Borrower at any time on or after the Effective Date combines (by combination,
reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares,
the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant
to this Section 7 shall become effective immediately after the effective date of such subdivision or combination. If any event
requiring an adjustment under this Section 7 occurs during the period that a Conversion Price is calculated hereunder, then the
calculation of such Conversion Price shall be adjusted appropriately to reflect such event.


8.                 
Method of Conversion Share Delivery. On or before the close of business on the third (3rd) Trading Day
following the date of delivery of a Conversion Notice (the “Delivery Date”), Borrower shall, provided it is
DWAC Eligible at such time, deliver or cause its transfer agent to deliver the applicable Conversion Shares electronically via
DWAC to the account designated by Lender in the applicable Conversion Notice. If Borrower is not DWAC Eligible, it shall
deliver to Lender or its broker (as designated in the Conversion Notice), via reputable overnight courier, a certificate representing
the number of shares of Common Stock equal to the number of Conversion Shares to which Lender shall be entitled, registered in
the name of Lender or its designee. For the avoidance of doubt, Borrower has not met its obligation to deliver Conversion Shares
by the Delivery Date unless Lender or its broker, as applicable, has actually received the certificate representing the applicable
Conversion Shares no later than the close of business on the relevant Delivery Date pursuant to the terms set forth above.


9.                 
Conversion Delays. If Borrower fails to deliver Conversion Shares in accordance with the timeframe stated in Section
8, Lender, at any time prior to selling all of those Conversion Shares, may rescind in whole or in part that particular Conversion
attributable to the unsold Conversion Shares, with a corresponding increase to the Outstanding Balance (any returned amount will
tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144). In addition, for each Conversion,
in the event that Conversion Shares are not delivered by the fourth Trading Day (inclusive of the day of the Conversion), a late
fee equal to the greater of (a) $500.00 and (b) 2% of the applicable Conversion Share Value rounded to the nearest multiple of
$100.00 (but in any event the cumulative amount of such late fees for each Conversion shall not exceed 200% of the applicable Conversion
Share Value) will be assessed for each day after the third Trading Day (inclusive of the day of the Conversion) until Conversion
Share delivery is made; and such late fee will be added to the Outstanding Balance (such fees, the “Conversion Delay Late
Fees”). For illustration purposes only, if Lender delivers a Conversion Notice to Borrower pursuant to which Borrower
is required to deliver 100,000 Conversion Shares to Lender and on the Delivery Date such Conversion Shares have a Conversion Share
Value of $20,000.00 (assuming a Closing Trade Price on the Delivery Date of $0.20 per share of Common Stock), then in such event
a Conversion Delay Late Fee in the amount of $500.00 per day (the greater of $500.00 per day and $20,000.00 multiplied by 2%, which
is $400.00) would be added to the Outstanding Balance of the Note until such Conversion Shares are delivered to Lender. For purposes
of this example, if the Conversion Shares are delivered to Lender twenty (20) days after the applicable Delivery Date, the total
Conversion Delay Late Fees that would be added to the Outstanding Balance would be $10,000.00 (20 days multiplied by $500.00 per
day). If the Conversion Shares are delivered to Lender one hundred (100) days after the applicable Delivery Date, the total Conversion
Delay Late Fees that would be added to the Outstanding Balance would be $40,000.00 (100 days multiplied by $500.00 per day, but
capped at 200% of the Conversion Share Value).






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10.             
Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents,
if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance
would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares
of Common Stock outstanding on such date (including for such purpose the shares of Common Stock issuable upon such issuance) (the
“Maximum Percentage”), then Borrower must not issue to Lender shares of Common Stock which would exceed the
Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d)
of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred
to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation
Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of the number of the Ownership
Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice,
Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction
in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced
with “9.99%” at such time as the Market Capitalization is less than $10,000,000.00. Notwithstanding any other provision
contained herein, if the term “4.99%” is replaced with “9.99%” pursuant to the preceding sentence, such
increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written
notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be
effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and
non-waivable and shall apply to all affiliates and assigns of Lender.


11.             
Payment of Collection Costs. If this Note is placed in the hands of an attorney for collection or enforcement prior
to commencing arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Lender
otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note, then Borrower shall pay
the costs incurred by Lender for such collection, enforcement or action including, without limitation, attorneys’ fees and
disbursements. Borrower also agrees to pay for any costs, fees or charges of its transfer agent that are charged to Lender pursuant
to any Conversion or issuance of shares pursuant to this Note.


12.             
Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender
has the right to have any such opinion provided by its counsel. Lender also has the right to have any such opinion provided by
Borrower’s counsel.


13.             
Governing Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions) that
would cause the application of the laws of any jurisdictions other than the State of Utah. The provisions set forth in the Purchase
Agreement to determine the proper venue for any disputes are incorporated herein by this reference.


14.             
Resolution of Disputes.


14.1.       
Arbitration of Disputes. By its acceptance of this Note, each party agrees to be bound by the Arbitration Provisions
(as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.






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14.2.       
Calculation Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any Calculation
(as defined in the Purchase Agreement), such dispute will be resolved in the manner set forth in the Purchase Agreement.


15.             
Cancellation. After repayment or conversion of the entire Outstanding Balance, this Note shall be deemed paid in
full, shall automatically be deemed canceled, and shall not be reissued.


16.             
Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this
Note.


17.             
Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any shares
of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent
of Borrower.


18.             
Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Note
and the documents and instruments entered into in connection herewith.


19.             
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall
be given in accordance with the subsection of the Purchase Agreement titled “Notices.”


20.             
Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or
provisions of this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because
of the parties’ inability to predict future interest rates, future share prices, future trading volumes and other relevant
factors. Accordingly, Lender and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed
under this Note are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under
Lender’s and Borrower’s expectations that any such liquidated damages will tack back to the Purchase Price Date for
purposes of determining the holding period under Rule 144).


21.             
Waiver of Jury Trial. EACH OF LENDER AND BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND
THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE
PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR
ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY
WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.


22.             
Par Value Adjustments. If at any time Lender delivers a Conversion Notice to Borrower and as of such date the Conversion
Price is less than the Par Value, then the Conversion Amount and the Outstanding Balance will each be deemed to have increased
immediately prior to the delivery of the Conversion Notice in an amount equal to the Par Value Adjustment Amount (the “Par
Value Adjustment”). The number of Conversion Shares deliverable pursuant to any relevant Conversion Notice following
a Par Value Adjustment shall be equal to (a) the Adjusted Conversion Amount, divided by (b) the Par Value. Lender and Borrower
also agree that the Par Value Adjustment shall occur automatically and without further action by Lender. In the event of a Par
Value Adjustment, Lender will use a Conversion Notice in substantially the form attached hereto as Exhibit B.


[Remainder of page intentionally left blank;
signature page follows]


 


 






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IN WITNESS WHEREOF,
Borrower has caused this Note to be duly executed as of the Effective Date.








 


	 	BORROWER:
	 	 
	 	Thinspace
Technology, Inc.
	 	 
	 	 
	 	By: 	/s/ Jay Christopher Bautista
	 	 	Name: Jay Christopher Bautista
Title: CEO



 











 


ACKNOWLEDGED, ACCEPTED AND AGREED:


LENDER:


St.
George Investments LLC


 


By: Fife Trading, Inc., Manager


 


 


By:/s/ John M. Fife





 



 John M. Fife, President


 


 


 


 



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ATTACHMENT 1


DEFINITIONS


 


For purposes
of this Note, the following terms shall have the following meanings:


A1.              
“Adjusted Conversion Amount” means, with respect to any given Conversion Amount subject to a Par Value
Adjustment, the sum of the Conversion Amount plus the Par Value Adjustment Amount.


A2.              
“Approved Stock Plan” means any stock option plan which has been approved by the board of directors of
Borrower and is in effect as of the Purchase Price Date, pursuant to which Borrower’s securities may be issued to any employee,
officer or director for services provided to Borrower.


A3.              
“Bloomberg” means Bloomberg L.P. (or if that service is not then reporting the relevant information regarding
the Common Stock, a comparable reporting service of national reputation selected by Lender and reasonably satisfactory to Borrower).


A4.              
“Closing Bid Price” and “Closing Trade Price” means the last closing bid price and
last closing trade price, respectively, for the Common Stock on its principal market, as reported by Bloomberg, or, if its principal
market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as
the case may be) then the last bid price or last trade price, respectively, of the Common Stock prior to 4:00:00 p.m., New
York time, as reported by Bloomberg, or, if its principal market is not the principal securities exchange or trading market for
the Common Stock, the last closing bid price or last trade price, respectively, of the Common Stock on the principal securities
exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing bid price or last trade price, respectively, of the Common Stock in the over-the-counter market on the electronic
bulletin board for the Common Stock as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is
reported for the Common Stock by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers
for the Common Stock as reported by OTC Markets Group, Inc., and any successor thereto. If the Closing Bid Price or the Closing
Trade Price cannot be calculated for the Common Stock on a particular date on any of the foregoing bases, the Closing Bid Price
or the Closing Trade Price (as the case may be) of the Common Stock on such date shall be the fair market value as mutually determined
by Lender and Borrower. If Lender and Borrower are unable to agree upon the fair market value of the Common Stock, then such dispute
shall be resolved in accordance with the procedures in Section 14.2. All such determinations shall be appropriately adjusted
for any stock dividend, stock split, stock combination or other similar transaction during such period.


A5.              
“Deemed Issuance” means an issuance of Common Stock that shall be deemed to have occurred on the latest
possible permitted date pursuant to the terms hereof in the event Borrower fails to deliver Conversion Shares as and when required
pursuant to Section 8 of the Note.


A6.              
“Default Effect” means multiplying the Outstanding Balance as of the date the applicable Event of Default
occurred by (a) 15% for each occurrence of any Major Default, or (b) 5% for each occurrence of any Minor Default, and then adding
the resulting product to the Outstanding Balance as of the date the applicable Event of Default occurred, with the sum of the foregoing
then becoming the Outstanding Balance under this Note as of the date the applicable Event of Default occurred; provided that the
Default Effect may only be applied three (3) times hereunder with respect to Major Defaults and three (3) times hereunder with
respect to Minor Defaults; and provided further that the Default Effect shall not apply to any Event of Default pursuant to Section
4.1(b) hereof.


A7.              
“DTC” means the Depository Trust Company.


A8.              
“DTC Eligible” means, with respect to the Common Stock, that such Common Stock is eligible to be deposited
in certificate form at the DTC, cleared and converted into electronic shares by the DTC and held in the name of the clearing firm
servicing Lender’s brokerage firm for the benefit of Lender.


 






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A9.              
“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer program.


A10.          
“DWAC” means the DTC’s Deposit/Withdrawal at Custodian system.


A11.          
“DWAC Eligible” means that (a) Borrower’s Common Stock is eligible at DTC for full services pursuant
to DTC’s operational arrangements, including without limitation transfer through DTC’s DWAC system, (b) Borrower has
been approved (without revocation) by the DTC’s underwriting department, (c) Borrower’s transfer agent is approved
as an agent in the DTC/FAST Program, (d) the Conversion Shares are otherwise eligible for delivery via DWAC; (e) Borrower has previously
delivered all Conversion Shares to Lender via DWAC; and (f) Borrower’s transfer agent does not have a policy prohibiting
or limiting delivery of the Conversion Shares via DWAC.


A12.          
“Excluded Securities” means any shares of Common Stock, options, or convertible securities issued or
issuable in connection with any Approved Stock Plan; provided that the option term, exercise price or similar provisions
of any issuances pursuant to such Approved Stock Plan are not amended, modified or changed on or after the Purchase Price Date.


A13.          
“Major Default” means any Event of Default occurring under Sections 4.1(a) (payments), 4.1(j) (SEC reporting),
or 4.1(l) (Share Reserve) of this Note.


A14.          
“Mandatory Default Amount” means the greater of (a) the Outstanding Balance divided by the Conversion
Price on the date the Mandatory Default Amount is demanded, multiplied by the VWAP on the date the Mandatory Default Amount is
demanded, or (b) the Outstanding Balance following the application of the Default Effect.


A15.          
“Market Capitalization” means the product equal to (a) the average VWAP of the Common Stock for the immediately
preceding fifteen (15) Trading Days, multiplied by (b) the aggregate number of outstanding shares of Common Stock as reported on
Borrower’s most recently filed Form 10-Q or Form 10-K.


A16.          
“Minor Default” means any Event of Default that is not a Major Default.


A17.          
“OID” means an original issue discount.


A18.          
 “Other Agreements” means, collectively, (a) all existing and future agreements and instruments between,
among or by Borrower (or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing
agreement or a material agreement that affects Borrower’s ongoing business operations.


A19.          
“Outstanding Balance” means as of any date of determination, the Purchase Price, as reduced or increased,
as the case may be, pursuant to the terms hereof for payment, Conversion, offset, or otherwise, plus the OID, the Transaction Expense
Amount, accrued but unpaid interest, collection and enforcements costs (including attorneys’ fees) incurred by Lender, transfer,
stamp, issuance and similar taxes and fees related to Conversions, and any other fees or charges (including without limitation
Conversion Delay Late Fees) incurred under this Note.


A20.          
“Par Value” means the par value of the Common Stock on any relevant date of determination. The Par Value
as of the Effective Date is $0.001.


A21.          
“Par Value Adjustment Amount” means an amount added to both the Conversion Amount and the Outstanding
Balance pursuant to Section 22, calculated as follows: (a) the number of Conversion Shares deliverable under a particular Conversion
Notice (prior to any Par Value Adjustment) multiplied by the Par Value, less (b) the Conversion Amount (prior to any Par Value
Adjustment). For illustration purposes only, if for a given Conversion, the Conversion Amount was $20,000, the Conversion Price
was $0.0008 and the Par Value was $0.001 then the Par Value Adjustment Amount would be $5,000.00 (25,000,000 Conversion Shares
($20,000.00/$0.0008) multiplied by the Par Value of $0.001 ($25,000.00) minus the Conversion Amount of $20,000.00 equals $5,000.00).


A22.          
“Purchase Price Date” means the date the Purchase Price is delivered by Lender to Borrower.


A23.          
“Trading Day” means any day on which the Common Stock is traded or tradable for any period on the Common
Stock’s principal market, or on the principal securities exchange or other securities market on which the Common Stock is
then being traded.


A24.          
“VWAP” means the volume weighted average price of the Common stock on the principal market for a particular
Trading Day or set of Trading Days, as the case may be, as reported by Bloomberg.


 



    	9



    	 



    




EXHIBIT A


St. George Investments LLC


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 


Thinspace Technology, Inc.Date: __________________


Attn: Christopher Bautista, CEO


12555 Orange Drive, Suite 216


Davie, FL 33330


 


CONVERSION NOTICE


 


The above-captioned Lender
hereby gives notice to Thinspace Technology, Inc., a Delaware corporation (the “Borrower”), pursuant to that
certain Convertible Promissory Note made by Borrower in favor of Lender on April 9, 2015 (the “Note”), that
Lender elects to convert the portion of the Note balance set forth below into fully paid and non-assessable shares of Common Stock
of Borrower as of the date of conversion specified below. Said conversion shall be based on the Conversion Price set forth below.
In the event of a conflict between this Conversion Notice and the Note, the Note shall govern, or, in the alternative, at the election
of Lender in its sole discretion, Lender may provide a new form of Conversion Notice to conform to the Note. Capitalized terms
used in this notice without definition shall have the meanings given to them in the Note.


A.Date
of Conversion: ___________


B.Conversion
#: ________________


C.Conversion
Amount: ___________


		D.	Conversion Price: _______________



		E.	Conversion Shares: _______________ (C divided by D)



		F.	Remaining Outstanding Balance of Note: ____________*



* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms
of which shall control in the event of any dispute between the terms of this Conversion Notice and such Transaction Documents.


 


Please transfer the Conversion Shares
electronically (via DWAC) to the following account:


Broker: Address:


DTC#: 


Account #: 


Account Name: 


 


To the extent the Conversion
Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated shares to Lender
via reputable overnight courier after receipt of this Conversion Notice (by facsimile transmission or otherwise) to:


_____________________________________


_____________________________________


_____________________________________


 


Sincerely,


 


Lender:


 


St.
George Investments LLC


 


By: Fife Trading, Inc., Manager


 


 


By:


John M. Fife, President


 



    	10



    	 



    




 


EXHIBIT B


St. George Investments LLC


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 


Thinspace Technology, Inc.Date: __________________


Attn: Christopher Bautista, CEO


12555 Orange Drive, Suite 216


Davie, FL 33330


 


CONVERSION NOTICE


 


The above-captioned Lender
hereby gives notice to Thinspace Technology, Inc., a Delaware corporation (the “Borrower”), pursuant to that
certain Convertible Promissory Note made by Borrower in favor of Lender on April 9, 2015 (the “Note”), that
Lender elects to convert the portion of the Note balance set forth below into fully paid and non-assessable shares of Common Stock
of Borrower as of the date of conversion specified below. Said conversion shall be based on the Conversion Price set forth below.
In the event of a conflict between this Conversion Notice and the Note, the Note shall govern, or, in the alternative, at the election
of Lender in its sole discretion, Lender may provide a new form of Conversion Notice to conform to the Note. Capitalized terms
used in this notice without definition shall have the meanings given to them in the Note.


A.Date
of Conversion: ____________


B.Conversion
#: ____________


C.Conversion
Amount: ____________


		D.	Par Value Adjustment Amount: _______________



		E.	Adjusted Conversion Amount: _______________ (C plus D)



		F.	Conversion Price: _______________ (Par Value)



		G.	Conversion Shares: _______________ (E divided by F)



		H.	Remaining Outstanding Balance of Note: ____________*



* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms
of which shall control in the event of any dispute between the terms of this Conversion Notice and such Transaction Documents.


 


Please transfer the Conversion Shares
electronically (via DWAC) to the following account:


Broker: Address:


DTC#: 


Account #: 


Account Name: 


 


To the extent the Conversion
Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated shares to Lender
via reputable overnight courier after receipt of this Conversion Notice (by facsimile transmission or otherwise) to:


_____________________________________


_____________________________________


_____________________________________


 


Sincerely,


 


Lender:


 


St.
George Investments LLC


 


By: Fife Trading, Inc., Manager


 


 


By:





 






John M. Fife, President


 


 


 


11