Exhibit 10.6


 





NEITHER THIS NOTE NOR THE SECURITIES
INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


Thinspace
Technology, Inc.


Convertible
Note


	Issuance Date:  March 25, 2015	Original Principal Amount:$105,000
	Note No. THNS-1	Consideration Paid at Close:   $100,000
	 	 


 


FOR VALUE RECEIVED,
Thinspace Technology, Inc., a Delaware corporation with a par value of $0.001 per common share (“Par Value”)
(the "Company"), hereby promises to pay to the order of Black Mountain Equities, Inc. or registered assigns
(the "Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof
pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as
defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest")
on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the "Issuance
Date") until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise
(in each case in accordance with the terms hereof).


The Original Principal
Amount is $105,000 (one hundred five thousand) plus accrued and unpaid interest and any other fees. The Consideration is $100,000
(one hundred thousand) payable by wire transfer (there exists a $5,000 prorated original issue discount (the “OID”)).
The Holder shall pay $100,000 of Consideration upon closing of this Note. For purposes hereof, the term “Outstanding Balance”
means the Original Principal Amount, as reduced or increased, as the case may be, pursuant to the terms hereof for conversion,
breach hereof or otherwise, plus any accrued but unpaid interest, collection and enforcements costs, and any other fees, penalties,
damages or charges incurred under this Note. The Original Principal Amount due to Holder shall be prorated based on the Consideration
paid by Holder (plus an approximate 5% Original Issue Discount that is prorated based on the Consideration paid by the Holder as
well as any other interest or fees) such that the Company is only required to repay the amount funded and the Company is not required
to repay any unfunded portion of this Note.


(1)              
GENERAL TERMS


(a)               
Payment of Principal. The "Maturity Date" shall be two years from
the date of each payment of Consideration, as may be extended at the option of the Holder in the event that, and for so long as,
an Event of Default (as defined below) shall not have occurred and be continuing on the Maturity Date (as may be extended pursuant
to this Section 1) or any event shall not have occurred and be continuing on the Maturity Date (as may be extended pursuant to
this Section 1) that with the passage of time and the failure to cure would result in an Event of Default.






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(b)              
Interest. A one-time interest charge of ten percent (10%) (“Interest Rate”)
shall be applied on the Issuance Date to the Original Principal Amount. Interest hereunder shall be paid on the Maturity Date (or
sooner as provided herein) to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding
registration and transfers of Notes in cash or converted into Common Stock at the Conversion Price provided the Equity Conditions
are satisfied. 


(c)               
Security. This Note shall not be secured by any collateral or any assets pledged to
the Holder


(2)              
EVENTS OF DEFAULT. 


(a)               
An “Event of Default”, wherever used herein, means any one of the following
events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any
judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):


(i)                
The Company's failure to pay to the Holder any amount of Principal, Interest, or other amounts
when and as due under this Note (including, without limitation, the Company's failure to pay any redemption payments or amounts
hereunder) or any other Transaction Document; 


(ii)              
A Conversion Failure as defined in section 3(b)(ii)


(iii)            
The Company or any subsidiary of the Company shall commence, or there shall be commenced against
the Company or any subsidiary of the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or
any successor thereto, or the Company or any subsidiary of the Company commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether
now or hereafter in effect relating to the Company or any subsidiary of the Company or there is commenced against the Company or
any subsidiary of the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 61
days; or the Company or any subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; or the Company or any subsidiary of the Company suffers any appointment of any
custodian, private or court appointed receiver or the like for it or any substantial part of its property which continues undischarged
or unstayed for a period of sixty one (61) days; or the Company or any subsidiary of the Company makes a general assignment for
the benefit of creditors; or the Company or any subsidiary of the Company shall fail to pay, or shall state that it is unable to
pay, or shall be unable to pay, its debts generally as they become due;


(iv)            
The Company or any subsidiary of the Company shall default in any of its obligations under
any other Note or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument
under which there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money or money due
under any long term leasing or factoring arrangement of the Company or any subsidiary of the Company in an amount exceeding $100,000,
whether such indebtedness now exists or shall hereafter be created; and


(v)              
The Common Stock is suspended or delisted for trading on the Over the OTCQB Venture Marketplace
or OTCPink Open Marketplace (the “Primary Market”). 


(vi)            
The Company loses its ability to deliver shares via “DWAC/FAST” electronic transfer.


(vii)          
The Company loses its status as “DTC Eligible.”


(viii)        
The Company shall become late or delinquent in its filing requirements as a fully-reporting
issuer registered with the Securities & Exchange Commission.






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(b)              
Upon the occurrence of any Event of Default, the Outstanding Balance shall immediately increase
to 120% of the Outstanding Balance immediately prior to the occurrence of the Event of Default (the “Default Effect”).
The Default Effect shall automatically apply upon the occurrence of an Event of Default without the need for any party to give
any notice or take any other action.


(3)              
CONVERSION OF NOTE.This Note shall be convertible into shares of the Company's
Common Stock, on the terms and conditions set forth in this Section 3.


(a)               
Conversion Right. Subject to the provisions of Section 3(c), at any time or times on
or after the Issuance Date, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount
(as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 3(b), at the Conversion
Price (as defined below). The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to this
Section 3(a) shall be equal to the quotient of dividing the Conversion Amount by the Conversion Price. The Company shall not issue
any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share
of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall
pay any and all transfer agent fees, legal fees, costs and any other fees or costs that may be incurred or charged in connection
with the issuance of shares of the Company’s Common Stock to the Holder arising out of or relating to the conversion of this
Note. 


(i)                
"Conversion Amount" means the portion of the Original Principal Amount and
Interest to be converted, plus any penalties, redeemed or otherwise with respect to which this determination is being made.


(ii)              
"Conversion Price" shall equal the lesser of (a) $0.17 or (b) 70% of the
average of the three (3) lowest closing bids occurring during the twenty (20) consecutive Trading Days immediately preceding the
applicable Conversion Date on which the Holder elects to convert all or part of this Note, subject to adjustment as provided in
this Note.


(b)              
Mechanics of Conversion.


(i)                
Optional Conversion. To convert any Conversion Amount into shares of Common Stock on
any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for
receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached
hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following
the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not
required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act
of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC")
Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be
entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B)
if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address
as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares
of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required
pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater
than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon
as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and
deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive
the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders
of such shares of Common Stock upon the transmission of a Conversion Notice.






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(ii)              
Company's Failure to Timely Convert. If within three (3) Trading Days after the Company's
receipt of the facsimile or email copy of a Conversion Notice the Company shall fail to issue and deliver to Holder via “DWAC/FAST”
electronic transfer the number of shares of Common Stock to which the Holder is entitled upon such holder's conversion of any Conversion
Amount (a "Conversion Failure"), the Original Principal Amount of the Note shall increase by $1,000 per day until
the Company issues and delivers a certificate to the Holder or credit the Holder's balance account with DTC for the number of shares
of Common Stock to which the Holder is entitled upon such holder's conversion of any Conversion Amount (under Holder’s and
Company’s expectation that any damages will tack back to the Issuance Date). Company will not be subject to any penalties
once its transfer agent processes the shares to the DWAC system. If the Company fails to deliver shares in accordance with
the timeframe stated in this Section, resulting in a Conversion Failure, the Holder, at any time prior to selling all of those
shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares and have
the rescinded conversion amount returned to the Outstanding Balance with the rescinded conversion shares returned to the Company
(under Holder’s and Company’s expectations that any returned conversion amounts will tack back to the original date
of the Note).


In the case that conversion
shares are not deliverable by DWAC/FAST electronic transfer an additional 10% discount to the Conversion Price will apply.


(iii)            
DTC Eligibility & Sub-Penny. If the Company fails to maintain its status as “DTC
Eligible” for any reason, or, if the Conversion Price is less than $0.01, the Principal Amount of the Note shall increase
by ten thousand dollars ($10,000) (under Holder’s and Company’s expectation that any Principal Amount increase will
tack back to the Issuance Date). In addition, the Conversion Price shall be redefined to equal 50% of the average of the three
(3) lowest closing bids occurring during the twenty five (25) consecutive Trading Days immediately preceding the applicable Conversion
Date on which the Holder elects to convert all or part of this Note, subject to adjustment as provided in this Note.


(iv)            
Par Value True-Up. In the event that the Conversion Price is less than Par Value on
the Conversion Date, the Holder may elect to submit a Conversion Notice (attached hereto as Exhibit A) with a conversion price
equal to the Company’s Par Value. In addition, upon written notice from the Holder in the form attached hereto as Exhibit
B (the “True-Up Notice”), the Holder may require the Company, at the Holder’s election, to either (A) issue
and deliver to the Holder a number of shares of Common Stock as equals (X) the Conversion Amount divided by 60% of the lowest closing
bid occurring during the twenty five (25) consecutive Trading Days immediately preceding the applicable Conversion Date, less (Y)
the Conversion Amount divided by the Par Value (Any additional shares of Common Stock issuable pursuant to this Section 3(b)(v)
shall be referred to herein as “True-Up Shares”), or (B) add to the Outstanding Balance a dollar amount equal to the
number of True-Up Shares (as calculated above) multiplied by the high trade price on the Conversion Date (Any dollar amount added
to the Outstanding Balance pursuant to this Section 3(b)(v) shall be referred to herein as the “True-Up Balance”) (under
Holder’s and the Company’s expectation that any True-Up Balance amounts will tack back to the Issuance Date).


(v)              
Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion
of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this
Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted or (B) the Holder has provided
the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note
upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal and Interest converted
and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as
not to require physical surrender of this Note upon conversion.






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(c)   
Limitations on Conversions or Trading.


(i)                
Beneficial Ownership. The Company shall not effect any conversions of this Note and
the Holder shall not have the right to convert any portion of this Note or receive shares of Common Stock as payment of interest
hereunder to the extent that after giving effect to such conversion or receipt of such interest payment, the Holder, together with
any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules
promulgated thereunder) in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect
to such conversion or receipt of shares as payment of interest. Since the Holder will not be obligated to report to the Company
the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result
in the issuance of shares of Common Stock in excess of 4.99% of the then outstanding shares of Common Stock without regard to any
other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation
to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent
that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal
amount of this Note is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion
Notice for a principal amount of this Note that, without regard to any other shares that the Holder or its affiliates may beneficially
own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact
and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance
with Section 3(a) and, any principal amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding
under this Note. The provisions of this Section may be waived at any time by Holder upon written notification to the Company.


(ii)              
Capitalization. So long as this as this Note is outstanding, upon written request of
the Holder, the Company shall furnish to the Holder the then-current number of common shares issued and outstanding, the then-current
number of common shares authorized, and the then-current number of shares reserved for third parties.


(d)  
Other Provisions.


(i)                
Share Reservation.The Company shall at all times reserve and keep available
out of its authorized Common Stock a number of shares equal to at least 10,000,000 shares of Common Stock for conversion. Within
3 (three) Business Days following the receipt by the Company of a Holder's notice that such minimum number of Underlying Shares
is not so reserved, the Company shall promptly reserve a sufficient number of shares of Common Stock to comply with such requirement.



(ii)              
Prepayment. The Company has the right for
prepayments, the Company may prepay in cash all or any portion of the Principal Amount of this Debenture and accrued interest thereon,
with a penalty, as set forth below (each a “Prepayment”), upon written notice to the Holder. The amount of such
prepayment penalty shall be determined by multiplying that portion of the Principal Amount and accrued interest to be converted,
if any, by the then applicable prepayment percentage (the “Prepayment Percentage”). The Prepayment Percentage
shall be as follows: (i) 100%, if there is a Prepayment at any time within 90 days of the Effective Date; and (ii) 120%, if there
is a Prepayment at any time 91 days after the Effective Date.


(iii)            
All calculations under this Section 3 shall be rounded up to the nearest $0.00001 or whole
share.






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(iv)            
Nothing herein shall limit a Holder's right to pursue actual damages or declare an Event of
Default pursuant to Section 2 herein for the Company's failure to deliver certificates representing shares of Common Stock upon
conversion within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law
or in equity including, without limitation, a decree of specific performance and/or injunctive relief, in each case without the
need to post a bond or provide other security. The exercise of any such rights shall not prohibit the Holder from seeking to enforce
damages pursuant to any other Section hereof or under applicable law. 


(4)              
Section 3(a)(10) Transaction.
So long as this Note is outstanding, the Company shall not enter into any transaction or arrangement structured in accordance with,
based upon, or related or pursuant to, in whole or in part, Section 3(a)(10) of the Securities Act (a “3(a)(10) Transaction”).
In the event that the Company does enter into, or makes any issuance of Common Stock related to a 3(a)(10) Transaction while this
note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but not less than $25,000,
will be assessed and will become immediately due and payable to the Holder at its election in the form of cash payment or addition
to the balance of this Note.


(5)              
PIGGYBACK REGISTRATION RIGHTS. The Company shall include on the next registration statement
the Company files with SEC (or on the subsequent registration statement if such registration statement is withdrawn) all shares
issuable upon conversion of this Note. Failure to do so will result in liquidated damages of 25% of the outstanding principal balance
of this Note, but not less than $25,000, being immediately due and payable to the Holder at its election in the form of cash payment
or addition to the balance of this Note.


(6)              
REISSUANCE OF THIS NOTE.


(a)               
Assignability. The Company may not assign this Note. This Note will be binding upon
the Company and its successors and will inure to the benefit of the Holder and its successors and assigns and may be assigned by
the Holder to anyone of its choosing without Company’s approval. 


(b)              
Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction,
of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender
and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note representing the outstanding Principal.


(7)              
NOTICES.Any notices, consents, waivers or other communications required or permitted
to be given under the terms hereof must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered
personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically
generated and kept on file by the sending party) (iii) upon receipt, when sent by email; or (iv) one (1) Trading Day after deposit
with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The
addresses and facsimile numbers for such communications shall be those set forth in the communications and documents that each
party has provided the other immediately preceding the issuance of this Note or at such other address and/or facsimile number and/or
to the attention of such other person as the recipient party has specified by written notice given to each other party three (3)
Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice,
consent, waiver or other communication, (ii) mechanically or electronically generated by the sender's facsimile machine containing
the time, date, recipient facsimile number and an image of the first page of such transmission or (iii) provided by a nationally
recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a
nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.






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The addresses for such communications
shall be:


 


If to the Company, to:


 


Thinspace Technology, Inc.


5535 S. Williamson Blvd, Unit 751


Port Orange, FL 32128


Attn: J. Christopher Bautista


Chris.bautista@thinspace.com


 


 


If to the Holder:


 


Black Mountain Equities


 


13366 Greenstone Crt.


 


San Diego, CA 92131


 


Attn: Adam Baker


Email: adam@blackmountainequities.com


 


(8)              
APPLICABLE LAW AND VENUE. This Note shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to conflicts of laws thereof. Any action brought by either party
against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of California
or in the federal courts located in the city and county of San Diego, in the State of California. Both parties and the individuals
signing this Agreement agree to submit to the jurisdiction of such courts.


 


(9)WAIVER.
Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict
adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.


 


SIGNATURE PAGE FOLLOWS


 






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IN WITNESS WHEREOF,
the Company has caused this Convertible Note to be duly executed by a duly authorized officer as of the date set forth above.


 


	 	COMPANY:	 
	 	 	 
	 	Thinspace Technology, Inc.	 
	 	 	 
	 	 	 
	 	By:/s/J. Christopher Bautista

	 
	 	Name:J. Christopher Bautista	 
	 	Title:Chief Executive Officer	 
	 	 	 
	 	 	 
	 	HOLDER:	 
	 	 	 
	 	 	 
	 	BLACK MOUNTAIN EQUITIES, INC.	 
	 	 	 
	 	By:	 
	 	Name: Adam Baker	 
	 	Title: Principal	 
	 	 	 
	 	 	 






 





 


 





 


 


[Signature Page to Convertible Note No. THNS-1]


 






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	EXHIBIT A	 
	CONVERSION NOTICE	 
	[Company Contact, Position]	 	 	 	 	 	 	 
	Thinspace Technology, Inc.	 	 	 	 	 	 	 	 
	[Company Address]	 	 	 	 	 	 	 	 
	[Contact Email Address}	 	 	 	 	 	 	 
	The undersigned hereby elects to convert a portion of the $________ Convertible Note _______ issued to Black Mountain Equities, Inc. on ____________ into Shares of Common Stock of ____________ according to the conditions set forth in such Note as of the date written below.	 
	By accepting this notice of conversion, you are acknowledging that the number of shares to be delivered represents less than 4.99%  of the common stock outstanding.  If the number of shares to be delivered represents more than 4.99% of the common stock outstanding, this conversion notice shall immediately automatically extinguish and debenture Holder must be immediately notified.	 
	 	 	 	 	 	 	 	 	 	 
	Date of Conversion:	 	 	 
	Conversion Amount:	 	 	 
	Conversion Price:	 	 	 
	Shares to be Delivered:	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Shares delivered in name of: 	 	 	 	 	 	 	 
	BLACK MOUNTAIN EQUITIES, INC.	 
	 	 	 	 	 	 	 	 	 	 
	Signature:	 	 	 	 	 	 	 
	 	
        By:

        Title:
	 	 	 	 	 	 	 
	 	Black Mountain Equities, Inc.	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


 






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	EXHIBIT B
	TRUE-UP NOTICE
	[Company Contact, Position]
	Thinspace Technology, Inc.	 
	[Company Address]	 
	[Contact Email Address}


 


 


The undersigned hereby gives notice to Thinspace
Technology, Inc., a ______ corporation (the “Company”), pursuant to that certain Note dated _______ ___, 20__ by
and between the Company and the Holder (the “Note”), that the Holder elects to:


 


		___	Receive fully paid and non-assessable True-Up Shares pursuant to Section 3(b)(v) of the Note (such
Additional Origination Shares shall be calculated as set forth below), or



 


		___	Add to the Outstanding Balance a dollar amount equal to the True-Up Amount (such True-Up Amount
shall be calculated as set forth below).



 


 


The number of True-Up Shares Holder is entitled
to receive is calculated as follows:


 


Conversion Amount ($___) / 60% of
the lowest closing bid occurring during the twenty five (25) consecutive Trading Days immediately preceding the applicable Conversion
Date ($_.__) - Conversion Amount ($___) divided by the Par Value ($_.__) =


 


____________ True-Up Shares


 


The amount of True-Up Balance to be added to
the Outstanding Balance is calculated as follows:


 


Number of True-Up Shares (_____)
* high trade price on the Conversion Date ($_.__)=


 


____________ True-Up Balance


 


	Shares delivered in name of: 	 	 
	BLACK MOUNTAIN EQUITIES, INC.
	 	 	 	 	 
	Signature:	 	 
	 	
        By:

        Title:
	 	 
	 	Black Mountain Equities, Inc.	 
	 	 	 	 	 


 


 


 


 


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