Exhibit 10.4


 





NOTE PURCHASE AGREEMENT


This Note Purchase
Agreement (the “Agreement”) dated as of October 8, 2014, by and among Thinspace Technology, Inc., a Delaware
corporation (the “Company”), and IBC Equity Holdings, Inc., a Delaware corporation (the “Purchaser”).


WHEREAS, the Purchaser
desires to purchase from the Company, a secured promissory note in the principal amount of $100,000 in substantially the form attached
hereto as Exhibit A (the “Note”), subject to the terms and conditions of this Agreement;


WHEREAS, the Company
desires that the Purchaser purchase the Note;


NOW, THEREFORE,
in consideration of the foregoing and on the basis of the respective representations, warranties, covenants, agreements, undertakings
and obligations set forth herein, and intending to be legally bound hereby, the parties agree as follows:


ARTICLE 1


PURCHASE AND SALE OF THE NOTE


 


1.Purchase
and Sale of Note. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Company
shall sell, assign, transfer and deliver to the Purchaser, and the Purchaser shall purchase and accept delivery from the Company,
the Note in the principal amount of $100,000, free of all liens, pledges, mortgages, security interests, charges, restrictions,
adverse claims or other encumbrances of any kind or nature whatsoever, for a purchase price of $100,000.


ARTICLE 2


CLOSING


2.1.Closing.
As used herein the Closing Date shall mean the day when all conditions precedent to (i) the Purchaser’s obligations to purchase
the Note and (ii) the Company’s obligations to issue the Note, have been satisfied or waived. The closing of the purchase
and sale of the Note is referred to herein as the “Closing”.


The Closing
Date shall occur on the date of this Agreement at the offices of Rosenthal, Monhait & Goddess, P.A., 919 North Market Street,
Suite 1401, Wilmington, DE 19801, or at such other time and place as the parties may agree.


2.2. Deliveries.


(a) On or prior
to the Closing Date, the Company shall deliver or cause to be delivered to the Purchaser:


(i) this Agreement
duly executed by the Company;


(ii) the Note
in the principal amount of $100,000; and


(iii) the security
agreement, dated on or about the date hereof, between the Company and the Purchaser (the “Security Agreement”)
duly executed by the Company;






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(b) On or prior
to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company:


(i) this Agreement
duly executed by the Purchaser;


(ii) the purchase
price amount of $100,000 by wire to the account specified in writing by the Company; and


(iii) the
Security Agreement duly executed by the Purchaser.


2.3. Closing
Conditions.


(a)The obligations
of the Company hereunder in connection with the Closing are subject to the following conditions being met:


(i) the accuracy
in all material respects on the Closing Date of the representations and warranties of the Purchaser contained herein; and


(ii) the delivery
by the Purchaser of the items set forth in Section 2.2 (b).


(b) The obligations
of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met:


(i)the accuracy
in all material respects on the Closing Date of the representations and warranties of the Company contained herein;


(ii) all obligations,
covenants and agreements of the Company required to be performed at or prior to the Closing Date shall been performed; and


(iii) the delivery
by the Company of the items set forth in Section 2.2 (a).


REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


 


3.Representations
and Warranties of Purchaser. The Purchaser hereby represents and warrants to the Company as follows:


(a) Organization
and Good Standing. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the
State of Delaware.


(b) Authority.
This Agreement has been duly executed by Purchaser, and when delivered by Purchaser in accordance with the terms hereof, will constitute
the valid and legally binding obligation of Purchaser, enforceable against it in accordance with its terms, subject to laws of
general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance,
injunctive relief or other equitable remedies, and to limitations of public policy.


(c) Accredited
Investor. Purchaser is an accredited investor as defined under Rule 501 under the Securities Act of 1933, as amended.


(d)
Receipt of Information. Purchaser believes it has received all the information it considers necessary or appropriate for
deciding whether to purchase the Note. Without limiting the generality of the foregoing, the Purchaser hereby acknowledges receipt
and careful review of the Company’s reports and filings with the Securities and Exchange Commission (which reports and filings
include “Risk Factors”), including all exhibits thereto. Purchaser further represents that through its representatives
it has had an opportunity to ask questions and receive answers from the Company regarding the business, properties and financial
condition of the Company and to obtain additional information (to the extent the Company possessed such information or could acquire
it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or to which it
had access.






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ARTICLE 4


REPRESENTATIONS AND WARRANTIES OF COMPANY


4.Representations
and Warranties of Company. The Company hereby represents and warrants to the Purchaser as follows:


(a) Organization,
Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and has full corporate power and authority to conduct its business.


(b) Authorization;
Enforceability. The Company has all corporate right, power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. All corporate action on the part of the Company, its directors and stockholders necessary for
the (a) authorization execution, delivery and performance of this Agreement by the Company; and (b) authorization, sale, issuance
and delivery of the Note contemplated hereby and the performance of the Company’s obligations hereunder has been taken. This
Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency
and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and to
limitations of public policy.


(c) No Conflict;
Governmental Consents. The execution and delivery by the Company of this Agreement and the consummation of the transactions
contemplated hereby will not result in the violation of any material law, statute, rule, regulation, order, writ, injunction, judgment
or decree of any court or governmental authority to or by which the Company is bound, or of any provision of the Certificate of
Incorporation or Bylaws of the Company. No consent, approval, authorization or other order of any governmental authority is required
to be obtained by the Company in connection with the authorization, execution and delivery of this Agreement or with the authorization,
issue and sale of the Note, except such filings as may be required to be made with the Securities and Exchange Commission, and
except as contemplated under the Security Agreement.


ARTICLE 5


PROFIT PARTICIPATION
PAYMENTS; PURCHASE OPTION


5.1Profit
Participation Proceeds.Commencing on the Closing Date, and continuing in perpetuity thereafter (or until the Purchaser
exercises its Purchase Option under Section 5.2 hereunder), the Company shall pay to the Purchaser (“Profit Participation
Payments”), twenty percent (20%) of the gross margin proceeds of the Company’s third party product sales (the “VAR
Business”), which shall be calculated taking the total receipts from sales of third party products minus the cost of goods
sold which shall include product supplier costs, shipping costs, VAT payments due, and the specific transaction finance charges
from third party financing. Profit Participation Payments will be due and payable on the 15th day (or, if such day
is not a business day, the following business day) of the month following receipt of customer payment from the sale by the Company
of third party products giving rise to the obligation to make such Profit Participation Payments.


 


If an Event of Default
occurs and is continuing under the Note or the Security Agreement, the amount of Profit Participation Payments due hereunder will
increase to 30% of the gross margin proceeds of the VAR Business and be payable on the 15th day (or, if such day is
not a business day, the following business day) of the month following receipt of customer payment from the sale by the Company
of the third party products giving rise to the obligation to make such Profit Participation Payments.


5.2Option
to Purchase Collateral. For a period commencing on the Closing Date, until the Note is no longer outstanding, the Purchaser
may purchase the Collateral (as defined in the Security Agreement), for a purchase price of $1 (the “Purchase Option”),
by providing written notice to the Company (the “Purchase Option Notice”). If Purchaser provides the Company
with the Purchase Option Notice in accordance with this Section 5.2, Purchaser and Company shall take such actions and execute
such documents as are necessary to effectuate the sale of the Collateral (free and clear of all liens) to the Seller, for a purchase
price of $1. Effective upon the closing of the sale of the Collateral to Purchaser in accordance with this Section 5.2, all further
obligations of the parties under Section 5.1 of this Agreement shall survive for a period of three (3) years from the closing of
the sale and thereafter will terminate and be of no further force or effect along with the other provisions in this Note except
for any unpaid payment obligations of the Purchaser which will remain enforceable under the rights outlined in the Note, Security
Agreement, and Purchase Agreement.






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ARTICLE
6


MISCELLANEOUS


6.1. Further
Assurances. By its signature hereto, each party consents and agrees to all of the transactions contemplated hereby. Each
party hereto shall execute, deliver, file and record any and all instruments, certificates, agreements and other documents, and
take any and all other actions, as reasonably requested by any other party hereto in order to consummate the transactions contemplated
hereby.


6.2.Notices.
All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given
or made if (i) sent by registered or certified mail, return receipt requested, postage prepaid, (ii) hand delivered, (iii) sent
by prepaid overnight carrier, with a record of receipt (iv) sent by facsimile (with confirmation of receipt), or (v) sent by e-mail,
to the parties at the following address (or at such other addresses as shall be specified by the parties by like notice):


(i)To the Company:


 


Thinspace Technology,
Inc.


5535 S. Williamson
Blvd., Unit 751


Port Orange, FL
32128


Fax:


E-mail: chris.bautista@thinspace.com


Attention: J. Christopher
Bautista


 


With a copy to:


Sichenzia Ross
Friedman Ference LLP


61 Broadway


New York 10006


Fax: (212) 930-9725


E-mail: rfriedman@srff.com


Attention: Richard
Friedman, Esq.


 


(ii)To the Purchaser:


 


IBC Equity Holdings,
Inc.


12 Timber Creek
Lake


Newark, DE 19711


Fax:


E-mail:


Attention:


 


 


Each notice or other communication shall
be deemed to have been given on the date received.


6.3.Entire
Agreement. This Agreement, the Note and the Security Agreement constitutes the entire agreement and supersedes all prior
agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.


 


6.4.Headings.
The section and other headings contained in this Agreement are for reference purposes only and shall not be deemed to be a part
of this Agreement or to affect the meaning or interpretation of this Agreement.


 


6.5.Counterparts.
This Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and
all of which together shall be deemed to be one and the same instrument.






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6.6.Governing
Law and Jurisdiction. This Agreement shall be construed as to both validity and performance and enforced in accordance
with and governed by the laws of the State of Delaware, without giving effect to the conflicts of law principles thereof. Any
action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only
in the civil or state courts of Delaware or in the federal courts located in Delaware. The parties executing this Agreement and
other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the jurisdiction
of such courts.


 


6.7.Severability.
If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall
not be affected thereby, and each term and provision of the Agreement shall be valid and enforced to the fullest extent permitted
by law.


 


6.8.Amendments.
This Agreement may not be modified or changed except by an instrument or instruments in writing executed by the parties hereto.


 


6.9.Assignments.
Neither party may assign its rights and obligations under this Agreement with the written consent of the other party.


 


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The parties hereto
have executed this Agreement as of the date and year first above written.


 


THINSPACE TECHNOLOGY, INC.


 


 


 


By:
/s/ J. Christopher Bautista


Name:
J. Christopher Bautista


Title:
Chief Executive Officer





 


 


 


 


IBC EQUITY HOLDINGS, INC.


 


 


By: /s/ Samuel Oshana


Name: Samuel Oshana


Title: Manger


 



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Exhibit A


Form of Note


 



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STATE OF DELAWARE:


:SS


COUNTY OF NEW CASTLE:


 


BE IT REMEMBERED
that on this 8th day of October, 2014, personally came before me J. Christopher Bautista, the CEO of Thinspace Technology,
Inc., party to this Document, personally known to me to be such, and duly acknowledged this Document to be the/her act and deed
and duly authorized act and deed of Thinspace Technology, Inc.


 GIVEN under
my Hand and Seal of Office, this day and year aforesaid.








	 	
	 	 
	 	 	/s/ Edward B. Rosenthal
	 	 	Notary Public




 









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STATE OF DELAWARE:


:SS


COUNTY OF NEW CASTLE:


 BE IT REMEMBERED
that on this 8th day of October, 2014, personally came before me Samuel Oshana, the Manager of IBC Equity Holdings,
Inc., party to this Document, personally known to me to be such, and duly acknowledged this Document to be the/her act and deed
and duly authorized act and deed of IBC Equity Holdings, Inc.


 GIVEN under
my Hand and Seal of Office, this day and year aforesaid.








	 	
	 	 
	 	 	/s/ Edward B. Rosenthal
	 	 	Notary Public




 








 


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