Exhibit
10.3


 


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 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.


 


	November
    18,  2015	$125,000


 


THINSPACE
TECHNOLOGY, INC.


 


8%
Convertible Debenture


 


Due
November 18, 2017


 


FOR
VALUE RECEIVED, Thinspace Technology, Inc. a Delaware corporation (hereinafter called the “Borrower” or the
“Company”), hereby promises to pay to Rockwell Capital Partners, Inc.., a Delaware Corporation (the
“Holder”), or order, without demand, the sum of up to ONE HUNDRED, TWENTY-FIVE THOUSAND Dollars ($125,000),
with simple interest accruing at the rate described below, on November 18, 2017(the "Maturity Date").


 


NOW
THEREFORE, the following terms shall apply to this Debenture:


 


ARTICLE
I


GENERAL
PROVISIONS


 


1.1        Payments.
The entire unpaid principal amount (such amount to be equal to the amount actually paid by Holder to Borrower during the one hundred
twenty day period commencing on the date of this Debenture, it being acknowledged that no amounts have been paid by the Holder
to the Borrower as of the date of this Debenture, and any such amounts (up to $125,000) may be paid by Holder to Borrower in its
discretion during the 120 pay period commencing on the date of this Debenture)due under this Debenture (the “Principal”)
shall be due and payable on the Maturity Date. Interest on this Debenture (the
“Interest”) will be payable annually. Interest shall be payable in cash or, at the Company’s option,
in shares of the Company’s common stock, par value $0.001 per share (the "Common Stock").


 


Upon
any conversion in part by the Holder in accordance with Article II, the Holder and the Borrower shall in good faith recalculate
the outstanding principal balance. Upon any full conversion by the Holder in accordance with Article II of all of the Interest
and the Principal due hereunder, all of the Borrower's payment obligations shall terminate. All payments in respect of the indebtedness
evidenced hereby shall be applied in the following order: to accrued Interest, Principal, and charges and expenses owing under
or in connection with this Debenture.


 


If
any payment of interest is paid in Common Stock, the number of shares issuable will be determined utilizing the conversion ratio
as set forth in Article II. Notwithstanding the foregoing, the Company’s right to pay this Debenture, including any Interest
due thereunder, in shares of Common Stock upon the Maturity Date is subject to the condition that: (i) the Common Stock is trading
on the OTC Markets, OTC Bulletin Board, New York Stock Exchange, NYSE MKT or Nasdaq; and (ii) there is an effective Registration
Statement on the Maturity Date or the shares are otherwise eligible for resale pursuant to Rule 144.


 






     

     

    

 


1.2         Interest.
Interest shall accrue on the outstanding principal balance hereof at an annual rate equal to eight percent (8%) from the date
Principal was advanced in connection with this Debenture and shall be payable annually unless otherwise converted earlier at the
election of the Holder as further described below. Interest shall be calculated on the basis of a 360-day year and the actual
number of days elapsed, to the extent permitted by applicable law. Interest hereunder will be paid to the Holder or its assignee
in whose name this Debenture is registered on the records of the Borrower regarding registration and transfers of Debentures (the
“Debenture Register”). However, should the Company fail to maintain current public information as defined in
Rule 144 of the Securities Act of 1933, the interest rate shall increase to 18% per annum for that period when the Company’s
filings are not up-to-date and the failure to timely file shall constitute a default allowing for acceleration of the Debenture.


 


1.3         Payment
Grace Period. From and after the 10th day after an Event of Default under Section 3.1, the Interest Rate applicable
to any unpaid amounts owed hereunder shall be increased to eighteen percent (18%) per annum.


 


1.4         Conversion
Privileges. The conversion privileges set forth in Article II shall remain in full force and effect immediately from the date
hereof and until the Debenture is paid in full regardless of the occurrence of an Event of Default. This
Debenture shall be payable in full on the Maturity Date, unless previously converted into Common Stock in accordance with
Article II hereof; provided, that if an Event of Default has occurred, the Holder may elect to extend the Maturity Date by the
amount of days of the pendency of the Event of Default.


 


1.5         Corporate
Existence. So long as this Debenture remains outstanding, the Company shall not directly or indirectly consummate any
merger, reorganization, restructuring, reverse stock split, consolidation, sale of all or substantially all of the Company's
assets or any similar transaction or related transactions (each such transaction, a “Fundamental Change”)
where the Company is not the surviving entity unless, prior to the consummation a Fundamental Change, the Company shall
have given the Holder not less than fourteen (14) days prior written notice to the Holder. In any such case, the
Holder will have the right to put this Debenture to the Company up
to the time of the effectiveness of the Fundamental Change at 150% of the then outstanding Principal plus any unpaid
and accrued Interest.


 


This
Debenture is subject to the following additional provisions:


 


ARTICLE
II


CONVERSION
RIGHTS AND REDEMPTION RIGHTS


 


The
Holder shall have the right to convert the principal and accrued and unpaid interest due under this Debenture into Shares of the
Borrower's Common Stock as set forth below.


 


2.1         Conversion
into the Borrower's Common Stock.


 


(a)         The
Holder shall have the right from and after the date of the issuance of this Debenture and then at any time until this Debenture
is fully paid, to convert any outstanding and unpaid principal portion of this Debenture, and accrued Interest, at the election
of the Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and
non-assessable shares of Common Stock as such stock exists on the date of issuance of this Debenture (such shares, the “Conversion
Shares”), or any shares of capital stock of Borrower into which such Common Stock shall hereafter be changed or reclassified
(the “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion
Price"), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of
which is attached hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business
days from the Conversion Date (such third day being the “Delivery Date”) that number of Conversion Shares for
the portion of the Debenture converted in accordance with the foregoing. At the election of the Holder, the Borrower will deliver
accrued but unpaid interest on the principal amount of the Debenture being converted in the manner provided in Section 1.1 through
the Conversion Date directly to the Holder on or before the Delivery Date. The number of Conversion Shares to be issued upon each
conversion of this Debenture shall be determined by dividing that portion of the principal of thisDebenture
and accrued interest to be converted, by the Conversion Price.


 


(b)         Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be 65% of the lowest closing
bid price as of 4 pm (New York Time) for the Company’s stock during the previous 20 trading days.


 






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(c)         
The Conversion Price and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section
2.1(a), shall be subject to adjustment from time to time upon the happening of the following certain events while this conversion
right remains outstanding:


 


A.         Reorganization,
Consolidation, Merger, etc.; Reclassification. In case at any time or from time to time, the Company shall, subject to Section
1.5 hereof, effect a Fundamental Change, then, in each such case, as a condition to the consummation of such a transaction, proper
and adequate provision shall be made by the Company whereby the Holder of this Debenture, on the conversion hereof as provided
in Article II, at any time after the consummation of such Fundamental Change, shall receive, in lieu of the Conversion Shares
(or Other Securities) issuable on such conversion prior to such consummation or such effective date, the stock and other securities
and property (including cash) to which such Holder would have been entitled upon such consummation of a Fundamental Change if
such Holder had so converted this Debenture, immediately prior thereto, all subject to further adjustment thereafter as provided
in Section 2.1(c)(E).


 


If
the Borrower at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number
of securities of any class or classes that may be issued or outstanding, this Debenture, as to the unpaid principal portion thereof
and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities
and kind of securities as would have been issuable as the result of such change with respect to the Common Stock immediately prior
to such reclassification or other change.


 


B.         Dissolution.
In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to be delivered the stock and other securities and
property (including cash, where applicable) receivable by the Holder of this Debenture
after the effective date of such dissolution pursuant to this Article II to a bank or trust company (a “Trustee”)
having its principal office in New York, NY, as trustee for the Holder of the Debentures.


 


C.         Continuation
of Terms. Upon any Fundamental Change or transfer (and any dissolution following any transfer) referred to in this Article
II, this Debenture shall continue in full force and effect and the terms hereof shall be applicable to the Other Securities and
property receivable on the conversion of this Debenture after the consummation of such Fundamental Change or transfer or the effective
date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any other securities,
including, in the case of any such transfer, the person acquiring all or substantially all of the properties or assets of the
Company, whether or not such person shall have expressly assumed the terms of this Debenture as provided in Section 2.1(c)(E).
In the event this Debenture does not continue in full force and effect after the consummation of the transaction described in
this Article II, then only in such event will the Company's securities and property (including cash, where applicable) receivable
by the Holder of this Debenture be delivered to the Trustee as contemplated
by Section 2.1(c)(B).


 


D.
         Share Issuance. If at any time this Debenture is outstanding the
Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common
stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or
exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent
of the Holders of this Debenture, except with respect to Excepted Issuances,
then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per
share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder)
is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price
per share. For the purposes hereof, "Excepted Issuances" means any offer,
issuance or agreement to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify
any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic
merger, consolidation or purchase of substantially all of the securities or assets of corporation or other entity, (ii) the Company’s
issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances
are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options
to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans, (iv) the conversion
of any of the Debentures, (v) the payment of any interest on the Debentures, and (vi) as has been described in the Reports filed
with the Commission or delivered to the Holder prior to the issuance of this Debenture (collectively, the “Excepted Issuances”).
The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction
giving rise to the requirement to issue additional shares of Common Stock. For purposes of the issuance and adjustment described
in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common
Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common
Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances
of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion
Price in effect upon such issuance. The rights of the Holder set forth in this Section 2.1 (c)(D),
arein addition to any other rights the Holder has pursuant to this Debenture, any Transaction Document and any other
agreement referred to or entered into in connection herewith.


 






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E.         Extraordinary
Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend
or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) subject to Section
1.5 hereof, combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each
such event, the Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Conversion
Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such
event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and
the product so obtained shall thereafter be the Conversion Price then in effect. The Conversion Price, as so adjusted, shall be
readjusted in the same manner upon the happening of any successive event or events described herein in this Section 2.1(c)(E).
The number of Conversion Shares that the Holder of this Debenture shall thereafter, on the conversion hereof as provided in Article
II, be entitled to receive shall be adjusted to a number determined by multiplying the number of Conversion Shares that would
otherwise (but for the provisions of this Section 2.1(c)(E)) be issuable on such conversion by a fraction of which (a) the numerator
is the Conversion Price that would otherwise (but for the provisions of this Section 2.1(c)(E)) be in effect, and (b) the denominator
is the Conversion Price in effect on the date of such conversion.


 


F.         Certificate
as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable
on the conversion of the Debentures, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate
designee to compute such adjustment or readjustment in accordance with the terms of the Debenture and prepare a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including
a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other
Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities)
outstanding or deemed to be outstanding, and (c) the Conversion Price and the number of Conversion Shares to be received upon
conversion of this Debenture, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as
provided in this Debenture. The Company will forthwith mail a copy of each such certificate to the Holder of the Debenture and
any transfer agent of the Company.


 


G.         Delay
in Clearing. The Company shall issue shares to the Holder as set forth in 2.1(b) (“Initial Conversion Price”).
However if the conversion price for the common stock on the Clearing Date (defined below) is lower than the Initial Conversion
Price, then the Initial Conversion Price shall be adjusted such that the Discount shall be taken based on the Clearing Date, and
the Company shall issue additional shares to Purchaser to reflect such adjusted Conversion Price, with such additional issuance
being subject to the limitation on conversion as set forth in 2.11, below.  For purposes of this Agreement, the Clearing
Date shall be on the date in which the conversion shares are deposited into the Purchaser’s brokerage account and Purchaser’s
broker has confirmed with Purchaser that the Purchaser may execute trades of the conversion shares. The Holder shall represent
and warrant that the shares were promptly tendered to the Holder’s broker and that the delay is not the result of the Holder
failing to provide the Broker or Clearing Firm with appropriate documentation to clear such shares including but not limited to
this Debenture.


 






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2.2         Method
of Conversion. This Debenture may be converted by the Holder in whole or in part as described in Section 2.1(a) hereof and
the Securities Purchase Agreement, dated on or about the date hereof, between the Company and the Holder (the “Purchase
Agreement”). Upon partial conversion of this Debenture, a new Debenture containing the same date and provisions of this
Debenture shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance of this Debenture
and interest which shall not have been converted or paid.


 


2.3         Issuance
Below Par. The Parties hereto agree that Delaware Law allows for the issuance of conversion shares under this section even
if such conversion price is less than the shares’ stated par value, and that such shares shall be issued in response to
a Conversion Request regardless of Conversion Price.


 


2.4         Intentionally
Left Blank. 


 


2.5         Conversion
of Debenture.


 


(a)         Upon
the conversion of this Debenture or part thereof, the Company shall, at its
own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the
Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as
designated by Holder and in such denominations to be specified at conversion representing the number of Conversion Shares
issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be
given to the transfer agent of the Company's Common Stock and that, unless waived by the Holder, the Conversion Shares will
be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the
Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the
Conversion Shares or are otherwise exempt from registration.


 


(b)         Holder
will give notice of its decision to exercise its right to convert this
Debenture or part thereof by telecopying an executed and completed Notice of Conversion (a form of which is attached as Exhibit
A to the Debenture) to the Company via confirmed telecopier transmission, email, or overnight courier or
otherwise pursuant to Section 4.2 of this Debenture. The Holder will not be required to surrender this
Debenture until this Debenture has been fully converted or satisfied, with
each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be
deemed a Conversion Date (as defined above). The Company will itself or cause the Company’s transfer agent to transmit
the Company's Common Stock certificates representing the Conversion Shares issuable upon conversion of this
Debenture to the Holder via express courier for receipt by such Holder on or before the Delivery Date (as defined above).
In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by
electronic transfer provided request for such electronic transfer has been made by the Holder and the Holder has complied
with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the
prospectus delivery requirements. A Debenture representing the balance of this
Debenture not so converted will be provided by the Company to the Holder if requested by Holder, provided the Holder delivers
the original Debenture to the Company.


 


(c)         The
Company understands and agrees that a delay in the delivery of the Conversion Shares in the form required pursuant to
Section 2.5(a) hereof, after the Delivery Date (as hereinafter defined) could result in economic loss to the Holder. As
compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the
Holder for late issuance of Conversion Shares upon Conversion of the Debenture in the amount of $500 per business day after
the Delivery Date for each $10,000 of Debenture principal amount being converted of the corresponding Conversion Shares which
are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon
demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company
fails for any reason to effect delivery of the Conversion Shares by the Delivery Date the Holder will be entitled to revoke
all or part of the relevant Notice of Conversion by delivery of a notice to such effect to the Company whereupon the Company
and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice, except
that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to
the Company.


 


(d)         Nothing
contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require
the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the
rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments
in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.


 






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2.6         Injunction
Posting of Bond. In the event a Holder shall elect to convert a Debenture or part thereof in whole or in part, the Company
may not refuse conversion based on any claim that such Holder or any one associated or affiliated with such Holder has been engaged
in any violation of law, or for any other reason, unless an injunction from a court, on notice, restraining and or enjoining conversion
of all or part of such Debenture shall have been sought and obtained by the Company and the Company has posted a surety bond for
the benefit of such Holder in the amount of 120% of the amount of the Debenture, which bond shall remain in effect until the completion
of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent Holder obtains
judgment.


 


2.7         No
Optional Redemption.


 


(a)         The
Company may not prepay this Debenture without the written consent of the Holder.


 


2.8         Mandatory
Redemption at Holder’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to
timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this Debenture or
in the Purchase Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 hereof, then at the
Holder's election, the Company must pay to the Holder ten (10) business days after request by the Holder, at the Holder's election,
a sum of money in immediately available terms equal to the greater of (i) the product of the outstanding principal amount of the
Debenture designated by the Holder multiplied by 150%, or (ii) the product of the number of Conversion Shares otherwise deliverable
upon conversion of an amount of Debenture principal and/or interest designated by the Holder (with the date of giving of such
designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed
Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days
preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which
the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and
any liquidated damages then payable (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must
be received by the Holder on the same date as the Company Shares otherwise deliverable or within ten (10) business days after
request, whichever is sooner (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption
Payment, the corresponding Debenture principal and interest will be deemed paid and no longer outstanding. Liquidated damages
calculated pursuant to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual
receipt of the Mandatory Redemption Payment by the Holder shall be credited against the Mandatory Redemption Payment.


 


2.9         Buy-In.
In addition to any other rights available to the Holder, but without any
duplicative recovery by the Holder, if the Company fails to deliver to the Holder the Conversion Shares issuable upon
conversion of this Debenture by the Delivery Date and if after five (5)
business days after the Delivery Date the Holder purchases (in an open market transaction or otherwise) shares of Common
Stock to deliver in satisfaction of a sale by such Holder of the Common Stock which the Holder was entitled to receive upon
such conversion (a “Buy-In”), then the Company shall pay in cash to the Holder (in addition to any
remedies available to or elected by the Holder) the amount by which (A) the Holder's total purchase price (including
brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or
interest amount of the Debenture for which such conversion was not timely honored, together with interest thereon at a rate
of 15% per annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as
liquidated damages and not as a penalty). For example, if the Holder purchases shares of Common Stock having a total purchase
price of $11,000 to cover a Buy-In with respect to an attempted conversion of $10,000 of note principal and/or interest, the
Company shall be required to pay the Holder $1,000, plus interest. The Holder shall provide the Company written notice
indicating the amounts payable to the Holder in respect of the Buy-In.


 






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2.10       Reservation.
Upon the Borrower increasing the number of shares of common stock available for issuance and during the period the conversion
right exists, Borrower will reserve and instruct its Transfer Agent to reserve from its authorized and unissued Common Stock
a number of shares of Common Stock equal to 500% of the amount of Common Stock issuable upon the full conversion of this
Debenture. Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and
non-assessable. Borrower agrees that its issuance of this Debenture shall constitute full authority to its officers, agents,
and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the
necessary certificates for shares of Common Stock upon the conversion of this Debenture.


 


2.11       Maximum
Conversion


 


(a)         Notwithstanding anything to the contrary contained herein, the number of Conversion Shares that may be acquired by the Holder
upon conversion of this Debenture (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following
such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its
affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes
of Section 13(d) of the 1934 Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock
(including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership
shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. By
written notice to the Company, a Holder may waive the provisions of this Section 2.3(a) as to itself but any such waiver will
not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Holder.


 


(b)         Notwithstanding
anything to the contrary contained herein, the number of Conversion Shares that may be acquired by the Holder upon conversion
of this Debenture (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following such conversion
(or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and
any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section
13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including
for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined
in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not
be waived.


 


2.12
      Short sales. The Holder shall not sell short the common shares of the Company without first having sent a conversion
request to the Company or having such shares available to cover such short sale prior to entering into such short sale.


 


ARTICLE
III


EVENTS
OF DEFAULT


 


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):


 


3.1         Failure
to Pay Principal or Interest. The Borrower fails to pay any installment of Principal, Interest or other sum due under this
Debenture when due and payable.


 


3.2         Breach
of Covenant. The Borrower breaches any other covenant or other term or condition of the Purchase Agreement or this Debenture
in any material respect and such breach, if subject to cure, continues for a period of ten (10) business days after written notice
to the Borrower from the Holder.


 


3.3         Breach
of Representations and Warranties. Any representation or warranty of the Borrower made herein, in the Purchase Agreement,
or in any agreement, statement or certificate given in writing pursuant hereto or in connection therewith shall be false or misleading
in any material respect as of the date made and the Closing Date.


 


3.4         Receiver
or Trustee. The Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment
of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise
be appointed.


 






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3.5         Judgments.
Any money judgment, writ or similar final process shall be entered or filed against Borrower or any of its property or other assets
for more than $1,000,000, and shall remain unvacated, unbonded or unstayed for a period of thirty (30) days.


 


3.6         Bankruptcy.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any
law, or the issuance of any notice in relation to such event, for the relief of debtors shall be instituted by or against the
Borrower and if instituted against Borrower are not dismissed within thirty (60) days of initiation.


 


3.7         Non-Payment.
A default by the Borrower under any one or more obligations in an aggregate monetary amount in excess of $200,000 for more than
forty-five (45) days after the due date. Any obligations in default prior to November 18, 2015 are not an “Event of Default”
under this agreement.


 


3.8         Stop
Trade. An SEC or judicial stop trade order or trading suspension on any trading market on which such Common Stock may be listed
or quoted, that lasts for five or more consecutive trading days.


 


3.9         Failure
to Deliver Common Stock or Replacement Debenture. Borrower's failure to timely deliver Common Stock to the Holder pursuant
to and in the time required by this Debenture.


 


3.10       Failure
to Maintain Current Public Information. The Company’s failure to maintain current public information as defined in Rule
144 of the Securities Act of 1933 or failure to timely file its reports as required by Securities Exchange Act of 1934.


 


3.11       Reverse
Splits. The Borrower effectuates a reverse split of its Common Stock without the prior written consent of the
Holder.


 


3.12       Reservation
Default. Failure by the Borrower to have reserve for issuance upon conversion of the Debenture the amount of Common stock
as set forth in the Purchase Agreement.


 


3.13       Cross
Default. A default by the Borrower of a material term, covenant, warranty or undertaking of any other agreement to which the
Borrower and Holder are parties.


 


3.14       Change
in Control. A change in control of the Company without at least fourteen (14) days
prior written notice to Holder. A change in control shall mean that more
than 30% of the shares of common stock are consolidated in one person or entity so that the person or entity (other
than any one or more of the Holders) may control the election of the board of directors or the passage of a proposal that
would normally require a shareholder vote without such shareholder vote and that such person or entity was not a holder of shares
of the Company at the date of execution hereof.


 


3.15       Asset
Sales. Any instance, undertaken without written consent of the Holder, whereby the Company or any of its subsidiaries, sells,
transfers, leases or otherwise disposes (including pursuant to a merger) of substantially all of the Company’s assets, including
any asset constituting an equity interest in any other person, except sales, transfers, leases and other dispositions of inventory,
used, obsolete or surplus equipment or other property, in each case in the ordinary course of the Company’s business and
consistent with past practice.


 


3.16       Delisting.  Delisting of the Common Stock from on any trading market on which such Common Stock may be listed or quoted.


 


During
the time that any portion of this Debenture is outstanding, if any Event of Default has occurred, the remaining principal
amount of this Debenture, together with interest and other amounts owing in respect hereof, to the date of acceleration shall
become, at the Holder's election, immediately due and payable in cash, provided however, the Holder may request (but shall
have no obligation to request) payment of such amounts in Common Stock of the Borrower. In addition to any other remedies,
the Holder shall have the right (but not the obligation) to convert this Debenture at any time after (x) an Event of Default
or (y) the Maturity Date at the Conversion Price then in effect. For an Event of Default to be deemed to have occurred, the
Holder must provide written notice notifying the Holder when an Event of Default occurs or at the Maturity Date of the
Debenture. Such declaration may be rescinded and annulled by Holder at any time prior to payment hereunder. No such
rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Upon an Event of
Default, notwithstanding any other provision of this Debenture or any Transaction Document, the Holder shall have no
obligation to comply with or adhere to any limitations, if any, on the conversion of this Debenture or the sale of the
Conversion Shares, Shares or Other Securities.


 






    8


     

    

 


ARTICLE
IV


MISCELLANEOUS


 


4.1         Failure
or Indulgence Not Waiver. No failure or delay on the part of Holder hereof in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative
to, and not exclusive of, any rights or remedies otherwise available.


 


4.2         Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice
is to be received), or the first business day following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.
The addresses for such communications shall be: (i) if to the Borrower to:Thinspace Technology, Inc.,12555 Orange Drive, Suite
216, Davie, FL 33330and (ii) if to the Holder, to Rockwell Capital Partners, Inc. 919 N Market St Ste 1401, Wilmington, DE 19801


 


4.3         Amendment
Provision. The term "Debenture" and all reference thereto, as used throughout this instrument, shall mean this instrument
as originally executed, or if later amended or supplemented, then as so amended or supplemented.


 


4.4         Assignability.
This Debenture shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder
and its successors and assigns.


 


4.5         Cost
of Collection. If default is made in the payment of this Debenture, Borrower shall pay the Holder hereof reasonable costs
of collection, including reasonable attorneys' fees.


 


4.6         Governing
Law. This Debenture shall be governed by and construed in accordance with the laws of the State of Delaware. 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 Florida or in the federal courts located in the state of Florida located in Broward County, Florida. Both parties and
the individual signing this Agreement on behalf of the Borrower agree to submit to the jurisdiction of such courts. The prevailing
party shall be entitled to recover from the other party its reasonable attorney's fees and costs.


 


4.7         Maximum
Payments. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges
in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges
hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed
by the Borrower to the Holder and thus refunded to the Borrower.


 






    9


     

    

 


4.8         Waiver
of Jury Trial. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION
DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION
IS A MATERIAL INDUCEMENT FOR THE PARTIES' ACCEPTANCE OF THIS AGREEMENT.


 


4.9         Redemption.
This Debenture may not be redeemed or paid without the consent of the Holder except as described in this Debenture or in the Purchase
Agreement.


 


4.10       Shareholder
Status. The Holder shall not have rights as a shareholder of the Borrower with respect to unconverted portions of this Debenture.
However, the Holder will have all the rights of a shareholder of the Borrower with respect to the shares of Common Stock to be
received by Holder after delivery by the Holder of a Conversion Notice to the Borrower.


  


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE
PAGE FOLLOWS]


 




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IN
WITNESS WHEREOF, Borrower has caused this Debenture to be signed in its name by an authorized officer as of the 18th
day of November 2015.


 





	 	THINSPACE TECHNOLOGY, INC.
	 	 	 
	 	By:	/s/ 
	 	 	Name: J. Christopher Bautista
	 	 	Title: Chief Executive Officer 




 




    11


     

    

 


Exhibit
A


 


NOTICE
OF CONVERSION


(To
be executed by the Holder in order to Convert the Debenture originally issued November 18, 2015)


 


TO:


 


The
undersigned hereby irrevocably elects to convert $_________________ of the principal amount of the above Debenture into Shares
of Common Stock of ________________________., according to the conditions stated therein, as of the Conversion Date written below.


 





	Conversion
Date: 	 		 
	 	 	 	 
	Applicable
Conversion Price: 	 		 
	 	 	 	 
	Signature:	 		 
	 	 	 	 
	Name:	 		 
	 	 	 	 
	Amount
to be converted:	$		 
	 	 	 	 
	Amount
of Debenture unconverted:	$		 
	 	 	 	 
	Conversion
Price per share: 	$		 
	 	 	 	 
	Number
of shares to be issued: 	 		 
	 	 	 	 
	Amount
    of Interest Converted: 	$		 
	 	 	 	 
	Conversion
    Price per share: 	$		 
	 	 	 	 
	Number
    of Interest shares of to be issued: 	 	 	 
	 	 	 	 
	Total
    Number of shares of to be issued:  	 	 	 
	 	 	 	 
	Issue
to: 	 	 	
	 	 	 	 
	Broker
DTC Participant Code:  		 	 
	 	 	 	 
	Account
Number:  	 		 
	 	 	 	 
	If
    to be issued in Certificate form, send to: