ORLANDO, FLORIDA | |
| AS OF APRIL 30, 2022 |
For value received, PASSUR Aerospace, Inc. (formerly MEGADATA CORPORATION), a New York corporation (hereinafter referred to as “Borrower”), hereby unconditionally PROMISES TO PAY to the order of G.S. Beckwith Gilbert (“Lender”), or his permitted assigns, to an account designated by Lender, in lawful money of the United States of America and in immediately available funds, the sum of eleven million six hundred ninety-one thousand six hundred and twenty-five dollars ($11,691,625). Interest shall be payable at the annual rate of 9 ¾% from May 1, 2022 to November 1, 2023 payable in cash. Interest payments shall be made, annually at October 31 of each year.
1.The principal amount evidenced hereby will be repaid in full on November 1, 2023, plus all accrued and unpaid interest hereunder as of November 1, 2023, which shall also be payable on such date.
(a)Any of the assets of Borrower shall be attached, seized, levied upon or subjected to a writ or distress warrant, or come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors of Borrower and shall remain unstayed or undismissed for thirty (30) consecutive days; any person other than Borrower shall apply for the appointment of a receiver, trustee or custodian for any of the assets of Borrower and shall remain unstayed or undismissed for thirty (30) consecutive days; or Borrower shall have concealed, removed or permitted to be concealed or removed, any part of its property, with the intent to hinder, delay or defraud its creditors or any of them, or made or suffered a transfer of any of its property or the incurring of an obligation which may be fraudulent under any bankruptcy, fraudulent conveyance or other similar law;
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similar official) of Borrower or of any substantial part of its properties, (iii) failed generally to pay its debts as such debts become due, or (iv) taken any corporate action in furtherance of any such action;
4.Demand, presentment, protest and notice of nonpayment and protest are hereby waived by Borrower.
5.This Note has been executed, delivered and accepted in the State of New York and shall be interpreted, governed by, and construed in accordance with, the laws of the State of New York.
[Signature page follows]
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IN WITNESS WHEREOF, Borrower has caused this Note to be executed as of the date first above written.
| PASSUR Aerospace, Inc. | |
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By: | /s/ Brian Cook | |
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| Brian Cook |
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| Title: Chief Executive Officer |
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