Exhibit
10.8


 


SECURITIES
PURCHASE AGREEMENT


 


THIS
PURCHASE AGREEMENT (“Agreement”) is made as of the 9th day of December, 2015 by and between THINSPACE TECHNOLOGY,
INC., a Delaware corporation (the “Company”), and the Investor set forth on the signature page affixed hereto (the
“Investor”).


 


Recitals


 


A.        The
Company and the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by the provisions of Section 4(a)(2)under the Securities Act of 1933, as amended; and


 


B.        The
Investor wishes to purchase from the Company, and the Company wishes to sell and issue to the Investor, upon the terms and conditions
stated in this Agreement, a $150,000 principal amount of 8% convertible debenture, in the form attached hereto as Exhibit
A (the “Debenture”).


 


In
consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


1.        Definitions.
In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms
shall have the meanings set forth below:


 


“Affiliate”
means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls,
is controlled by, or is under common control with, such Person.


 


“Business
Day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction
of business.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other
instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.


 


“Company’s
Knowledge” means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933 Act) of the Company,
after due inquiry.


 


“Confidential
Information” means trade secrets, confidential information and know-how (including but not limited to ideas, formulae,
compositions, processes, procedures and techniques, research and development information, computer program code, performance specifications,
support documentation, drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related
information).


 


“Control”
(including the terms “controlling”, “controlled by” or “under common control with”) means
the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.


 


“Intellectual
Property” means all of the following: (i) patents, patent applications, patent disclosures and inventions (whether or
not patentable and whether or not reduced to practice); (ii) trademarks, service marks, trade dress, trade names, corporate names,
logos, slogans and Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and
copyrightable works; (iv) registrations, applications and renewals for any of the foregoing; and (v) proprietary computer software
(including but not limited to data, data bases and documentation).


 






     


     

    

 


“Material
Adverse Effect” means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial
or otherwise), business, or prospects of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company
to perform its obligations under the Transaction Documents.


 


“Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.


 


“Purchase Price”
means One Hundred Fifty Thousand Dollars ($150,000).


 


“SEC
Filings” has the meaning set forth in Section 4.6.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“Securities”
means the Debenture and the Shares.


 


“Shares”
means the shares of Common Stock issuable upon conversion of the Debenture.


 


“Subsidiary”
of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests
of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such
voting interests, 50% or more of the equity interests) of which) is owned directly or indirectly by such first Person.


 


“Transaction
Documents” means this Agreement and the Debenture. 


 


“1933
Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated
thereunder.


 


“1934
Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations
promulgated thereunder.


 


2.        Purchase
and Sale of the Debenture. Subject to the terms and conditions of this Agreement, on the Closing Date, the Company
shall sell and issue to the Investor, and the Investor shall purchase from the Company, a Debenture in the principal amount
of $150,000 in exchange for $150,000. 


 


3.        Closing. The
closing of the purchase and sale of the Debenture shall take place at the offices of the Company 12555 Orange Drive, Suite
216, Davie, Florida 33330, upon confirmation that the conditions to closing specified herein have been satisfied or
duly waived by the Investor or the Company, as applicable or at such other location and on such other date as the Company and
the Investor shall mutually agree (the “Closing Date”). 


 


On the Closing Date, the Company shall deliver to the
Investor, a Debenture registered the name of the Investor, and the Investor shall cause a wire transfer in same day funds to be
sent to the account of the Company as instructed in writing by the Company, in an amount representing the Initial Closing Payment.


 


4.        Representations
and Warranties of the Company. The Company hereby represents and warrants to the Investor that, except as set forth in the
schedules delivered herewith (collectively, the “Disclosure Schedules”):


 


4.
1      Organization, Good Standing and Qualification. Each of the Company and its Subsidiaries
is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation
and has all requisite corporate power and authority to carry on its business as now conducted and to own its properties. Each
of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing
necessary unless the failure to so qualify has not and could not reasonably be expected to have a Material Adverse Effect.


 






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4.2       Authorization.
The Company has full power and authority and, has taken all requisite action on the part of the Company, its officers, directors
and stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents, (ii) authorization
of the performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization, issuance (or reservation
for issuance) and delivery of the Securities. The Transaction Documents constitute the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’
rights generally.


 


4.3       Capitalization.
Schedule 4.3 sets forth (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of
capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock
plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the
Securities) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued
and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable
and free of pre-emptive rights. Except as described on Schedule 4.3, all of the issued and outstanding shares of capital
stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive
rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are
owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described
on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities
of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities
or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated
to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries
is currently in negotiations for the issuance of any equity securities of any kind.


 


Except
as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue
shares of Common Stock or other securities to any other Person (other than the Investor) and will not result in the adjustment
of the exercise, conversion, exchange or reset price of any outstanding security.


 


Except
as described on Schedule 4.3, the Company does not have outstanding stockholder purchase rights or “poison pill”
or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence
of certain events.


 


4.4       Valid
Issuance. The Debenture has been duly and validly authorized and, when issued and paid for pursuant to this Agreement, shall
be free and clear of all encumbrances and restrictions (other than those created by the Investor), except for restrictions on
transfer set forth in the Transaction Documents or imposed by applicable securities laws. Upon the due conversion of the Debenture,
the Shares will be validly issued, fully paid and non-assessable free and clear of all encumbrances and restrictions, except for
restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws and except for those
created by the Investor. The Company shall reserve a sufficient number of shares of Common Stock for issuance upon the exercise
of the Debenture, free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in the Transaction
Documents or imposed by applicable securities laws and except for those created by the Investor.


 






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4.5       Consents.
The execution, delivery and performance by the Company of the Transaction Documents, and the offer, issuance and sale of the Securities
require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than
filings that have been made pursuant to applicable state securities laws, and post-sale filings pursuant to applicable state and
federal securities laws which the Company undertakes to file within the applicable time periods. Subject to the accuracy of the
representations and warranties of the Investor set forth in Section 5 hereof, the Company has taken all action necessary to exempt
(i) the issuance and sale of the Securities, (ii) the issuance of the Shares upon due conversion of the Debenture, and (iii) the
other transactions contemplated by the Transaction Documents from the provisions of any shareholder rights plan or other “poison
pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to
which the Company or any of its assets and properties may be subject and any provision of the Company’s Articles of Incorporation
or By-laws that is or could reasonably be expected to become applicable to the Investor as a result of the transactions contemplated
hereby, including without limitation, the issuance of the Securities and the ownership, disposition or voting of the Securities
by the Investor or the exercise of any right granted to the Investor pursuant to this Agreement or the other Transaction Documents.


 


4.6       Delivery
of SEC Filings; Business. The Company has made available to the Investor through the EDGAR system, true and complete copies
of the Company’s most recent Annual Report on Form 10-K for its last fiscal year (the “10-K”), and all other
reports filed by the Company pursuant to the 1934 Act since the filing of the 10-K and prior to the date hereof (collectively,
the “SEC Filings”). The SEC Filings are the only filings required of the Company pursuant to the 1934 Act for such
period. The Company and its Subsidiaries are engaged in all material respects only in the business described in the SEC Filings
and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and its
Subsidiaries, taken as a whole.


 


4.7       Use
of Proceeds. The net proceeds of the sale of the Debenture hereunder shall be used by the Company for software development
as outlined in Schedule 4.7. The Company hereby agrees that such net proceeds shall be held in Escrow by Matheau J. W. Stout, Esq.
(the “Escrow Agent”) under the terms of the Escrow Agreement dated December 9, 2015, and that the Escrow Agent shall
require written confirmation from the Investor prior to the distribution of funds to the Company in accordance with the Use of
Proceeds.


 


4.8        No
Conflict, Breach, Violation or Default. The execution, delivery and performance of the Transaction Documents by the Company
and the issuance and sale of the Securities will not conflict with or result in a breach or violation of any of the terms and
provisions of, or constitute a default under (i) the Company’s Certificate of Incorporation or the Company’s Bylaws,
both as in effect on the date hereof (true and complete copies of which have been made available to the Investor through the EDGAR
system), or (ii)(a) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign,
having jurisdiction over the Company, any Subsidiary or any of their respective assets or properties, or (b) any agreement or
instrument to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary is bound or to which any
of their respective assets or properties is subject.


 


4.9       Brokers
and Finders. No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right,
interest or claim against or upon the Company, any Subsidiary or an Investor for any commission, fee or other compensation pursuant
to any agreement, arrangement or understanding entered into by or on behalf of the Company.


 


4.10     No
Directed Selling Efforts or General Solicitation. Neither the Company nor any Person acting on its behalf has conducted any
general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of
any of the Securities.


 






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4.11     No
Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly
or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances
that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions
contemplated hereby or would require registration of the Securities under the 1933 Act.


 


4.12     Private
Placement. The offer and sale of the Securities to the Investor as contemplated hereby is exempt from the registration requirements
of the 1933 Act.


 


5.        Representations
and Warranties of the Investor. The Investor hereby represents and warrants to the Company that:


 


5.1       Organization
and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all
requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this
Agreement.


 


5.2       Authorization.
The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been
duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor
in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability, relating to or affecting creditors’ rights generally.


 





 5.3       Purchase
Entirely for Own Account. The Securities to be received by such Investor hereunder will be acquired for such Investor’s
own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the
1933 Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the
same in violation of the 1933 Act without prejudice, however, to such Investor’s right at all times to sell or otherwise
dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing
contained herein shall be deemed a representation or warranty by such Investor to hold the Securities for any period of time.
Such Investor is not a broker-dealer registered with the SEC under the 1934 Act or an entity engaged in a business that would
require it to be so registered.


 


5.4       Investment
Experience. Such Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Securities
and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of
the investment contemplated hereby.


 


5.5       Disclosure
of Information. Such Investor has had an opportunity to receive all information related to the Company requested by it and
to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the
offering of the Securities. Such Investor acknowledges receipt of copies of the SEC Filings. Neither such inquiries nor any other
due diligence investigation conducted by such Investor shall modify, amend or affect such Investor’s right to rely on the
Company’s representations and warranties contained in this Agreement.


 


5.6       Restricted
Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the
U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering
and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only
in certain limited circumstances.


 


5.7       Legends.
The Investor understands that, except as provided below, certificates evidencing the Securities may bear the following or any
similar legend:


 


(a)        
“The securities represented hereby may not be transferred unless (i) such securities have been registered
for sale pursuant to the Securities Act of 1933, as amended, (ii) such securities may be sold pursuant to Rule 144(i), or (iii)
the Company has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration
under the Securities Act of 1933 or qualification under applicable state securities laws.”


 






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(b)        If
required by the authorities of any state in connection with the issuance of sale of the Securities, the legend required by such
state authority.


 


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


 


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


 


5.10     Brokers
and Finders. No Person will have as a result of the transactions contemplated by the Transaction Documents, any valid
right, interest or claim against or upon the Company, any Subsidiary or an Investor for any commission, fee or other
compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such
Investor.


 


6.        Conditions to Closing.


 


6.1       Conditions
to the Investor’s Obligations. The obligation of the Investor to purchase the Debenture at Closing is subject to
the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of
which may be waived by the Investor: 


 


(a)        The
representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at
all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an
earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations
and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material
respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks
as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of
such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to
be performed or observed by it on or prior to the Closing Date.


 


(b)        The
Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation
of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents,
all of which shall be in full force and effect.


 


(c)        No
judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy
court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have
been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby
or in the other Transaction Documents.


 


(d)        No
stop order or suspension of trading shall have been imposed by Nasdaq, the SEC or any other governmental or regulatory body with
respect to public trading in the Common Stock.


 






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6.2        Conditions
to Obligations of the Company. The Company's obligation to sell and issue the Debenture at Closing is subject to the
fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be
waived by the Company: 


 


(a)        The
representations and warranties made by the Investor in Section 5 hereof, other than the representations and warranties contained
in Sections 5.3, 5.4, 5.5, 5.6, 5.7, 5.8 and 5.9 (the “Investment Representations”), shall be true and correct
in all material respects when made, and shall be true and correct in all material respects on the Closing Date with the same force
and effect as if they had been made on and as of said date. The Investment Representations shall be true and correct in all respects
when made, and shall be true and correct in all respects on the Closing Date with the same force and effect as if they had been
made on and as of said date. The Investor shall have performed in all material respects all obligations and conditions herein
required to be performed or observed by them on or prior to the Closing Date. 


 


(b)        The
Investor shall have delivered the Purchase Price to the Company. 


 


6.3        Termination
of Obligations to Effect Closing; Effects.


 


(a)        The
obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing shall terminate as
follows:


 


(i)        Upon
the mutual written consent of the Company and the Investor;


 


(ii)        By
the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been
waived by the Company;


 


(iii)        By
the Investor if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have
been waived by the Investor; or


  


(iv)        By
either the Company or the Investor if the Closing has not occurred on or prior to January 15, 2015;provided, however, that,
except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be
in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction
Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation
to effect the Closing.


 


7.        Survival
and Indemnification. 


 


7.1        Survival.
The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions
contemplated by this Agreement.


 


7.2        Indemnification. The Company agrees to indemnify and hold harmless the Investor and its Affiliates and its directors, officers,
employees and agents from and against any and all losses, claims, damages, liabilities and expenses (including without limitation
reasonable attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or defending
any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”)
to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or
to be performed on the part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts
as they are incurred by such Person.


 






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7.3        Conduct
of Indemnification Proceedings. Promptly after receipt by any Person (the “Indemnified Person”)
of notice of any demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding
or investigation in respect of which indemnity may be sought pursuant to Section 7.2, such Indemnified Person shall promptly notify
the Company in writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory
to such Indemnified Person, and shall assume the payment of all fees and expenses; provided, however, that the failure of any
Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that
the Company is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person
unless: (i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel; or (ii) in the
reasonable judgment of counsel to such Indemnified Person representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. The Company shall not be liable for any settlement of any proceeding
effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent, or if
there be a final judgment for the plaintiff, the Company shall indemnify and hold harmless such Indemnified Person from and against
any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent
of the Indemnified Person, which consent shall not be unreasonably withheld, the Company shall not effect any settlement of any
pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could
have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified
Person from all liability arising out of such proceeding.


 


8.        Miscellaneous.


 


8.1        Successors
and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the
Investor. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors
and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the
parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason
of this Agreement, except as expressly provided in this Agreement.


 


8.2        Counterparts;
Faxes. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This Agreement may also be executed via facsimile, which shall be deemed
an original.


 


8.3        Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.


 


8.4        Notices.
Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed
effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such
delivery, (ii) if given by telex or telecopier, then such notice shall be deemed given upon receipt of confirmation of complete
transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by
the recipient or (B) three days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally
recognized overnight air courier, then such notice shall be deemed given one business day after delivery to such carrier. All
notices shall be addressed to the party to be notified at the address as follows, or at such other address as such party may designate
by ten days’ advance written notice to the other party:


 


If
to the Company:


 





THINSPACE TECHNOLOGY, INC.


12555 Orange Drive, Suite 216


Davie, Florida 33330


Fax: 786-763-3830


 


If to the Investor:


 


Blue Citi, LLC


440 East 79th Street


New York, NY 10075


 






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8.5        Expenses.
The parties hereto shall pay their own costs and expenses in connection herewith. In the event that legal proceedings are commenced
by any party to this Agreement against another party to this Agreement in connection with this Agreement or the other Transaction
Documents, the party or parties which do not prevail in such proceedings shall severally, but not jointly, pay their pro rata
share of the reasonable attorneys’ fees and other reasonable out-of-pocket costs and expenses incurred by the prevailing
party in such proceedings.


 


8.6        Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company
and the Investor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any
Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the Company.


 


8.7        Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted
as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable
in any respect.


 


8.8        Entire
Agreement. This Agreement, including the Exhibits and the Disclosure Schedules, and the other Transaction Documents constitute
the entire agreement among the parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements
and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.


 


8.9        Further
Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions
as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements
herein contained.


 


8.10      Governing Law;
Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of New York, without regard to principles of conflicts of law. THE COMPANY AND INVESTOR WAIVE ANY RIGHT TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS DEBENTURE OR ANY TRANSACTION CONTEMPLATED HEREIN,
INCLUDING CLAIMS BASED ON CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER COMMON LAW OR STATUTORY BASIS. Each party hereby submits
to the exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York. If the jury
waiver set forth in this Section is not enforceable, then any dispute, controversy or claim arising out of or relating to this
Agreement or any of the transactions contemplated herein will be finally settled by binding arbitration in New York, New York
in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed
in accordance with said rules. The arbitrator shall apply New York law to the resolution of any dispute, without reference to
rules of conflicts of law or rules of statutory arbitration. Judgment on the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction
for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph. The expenses of the arbitration,
including the arbitrator’s fees and expert witness fees, incurred by the parties to the arbitration, may be awarded to the
prevailing party, in the discretion of the arbitrator, or may be apportioned between the parties in any manner deemed appropriate
by the arbitrator. Unless and until the arbitrator decides that one party is to pay for all (or a share) of such expenses, both
parties shall share equally in the payment of the arbitrator’s fees as and when billed by the arbitrator.


 


[signature
page follows]


 






    	 	9	 



     

    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as
of the date first above written.


 





	The Company:	THINSPACE TECHNOLOGY, INC.
	 	 	 
	 	By:	/s/            
	 	Name:	 
	 	Title:	
	 	 	 
	The Investor:	BLUE CITI, LLC.
	 	 	 
	 	By: 	/s/
	 	Name:	 
	 	Title:	 




 



    	 	10	 



     

    

 





Schedule 4.3 Capitalization


 


(a) the authorized capital stock of the Company on the
date hereof: 500,000,000


 


(b) the number of shares of capital stock issued and
outstanding: 494,610,160


 


(c) the number of shares of capital stock issuable pursuant
to the Company’s stock plans: 0


 


(d) the number of shares of capital stock issuable and
reserved for issuance pursuant to securities (other than the Securities) exercisable for, or convertible into or exchangeable for
any shares of capital stock of the Company: 5,389,840


 


No Person is entitled to pre-emptive or similar statutory
or contractual rights with respect to any securities of the Company.


 


There are no outstanding warrants, options, convertible
securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or
may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor
any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind.


 


The issuance and sale of the Securities hereunder will
not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investor) and
will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security.


 


The Company does not have outstanding stockholder purchase
rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest
in the Company upon the occurrence of certain events.






     


     

    

 


Schedule 4.7 Use of Proceeds/Escrow


	 	 	 	 	 	 	 	 	 	 
	Category	 	Total Estimated Expenditure	 	 	% of Total	 	 	Total pertaining to this agreement	 
	Software Development	 	$	200,000.00	(1)	 	 	47	%	 	$	70,000	 
	Development Consulting Fees	 	$	48,000.00	(2)	 	 	11	%	 	$	17,000	 
	Operational Expenses	 	$	177,000.00	(3)	 	 	42	%	 	$	63,000	 



 


(1) Software Development is broken
into two (2) separate phases: Phase 1 quoted at $100,000.00 (as below) will include full source code and executable
codes plus all other contracted features and terms included in the statement of work. Phase 2 will include enhancing the
OneGate User Interface and the completion of the VDI option if company pursue, this phase as not been finalized as to amount
but will not exceed and additional $100,000.00.


 


	Down Payment	 	$	30,000	 
	Wireframe /Mockflow  	 	$	20,000	 
	Sprint 1  Completion	 	$	20,000	 
	Sprint 2 Completion	 	$	20,000	 
	Sprint 3 Completion	 	$	10,000	 
	TOTAL	 	$	100,000	 



 


(2) This amount is derived from the Development
Consulting agreement effective date November 1, 2015. Consulting fees of $12,000.00 per month on the first of each month per the
terms of the agreement. Further if Development Consulting continues beyond the 120 day period – fees will remain the same
monthly amount for each additional month of service.


 


(3) Operating Expenses Estimated not
to exceed $44,250 per month. (Dec – Jan – Feb – Mar)