EXHIBIT 10.5
DEBT REPLACEMENTAGREEMENT
WHEREAS, PASSUR Aerospace has issued a promissory note to Lender for value received; and
WHEREAS, the total amount due and owing under the promissory note as of July 31, 2022 is $12,491,625, under the terms of the Ninth Replacement Note.
NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, the parties hereby agree as follows:
1.MODIFICATION OF PREVIOUS NOTES:
The Ninth Replacement Note shall be exchanged for the Tenth Replacement Note as set forth herein.
2.ISSUANCE AND TERMS OF TENTH REPLACEMENT NOTE; THE EXCHANGE:
(b)INTEREST. The Tenth Replacement Note or any New Replacement Note shall bear interest on the unpaid principal amount, from the date of issuance until paid in full at maturity. Interest shall be payable at the annual rate of 9¾% from May 1, 2022 to November 1, 2023 payable in cash. Interest payments shall be made annually at October 31 of each year.
(c)PREPAYMENT TERMS. The Tenth Replacement Note or any New Replacement Note plus accrued interest may be prepaid in full at anytime without penalty.
(d)SECURITY INTEREST: The security interest previously conveyed to lender shall continue in full force and effect as an integral part of the Tenth Replacement Note, as described in Section 3 of the Tenth Replacement Note.
[Signature page follows]
PASSUR Aerospace, Inc.
3452 Lake Lynda Drive, Suite 190
Orlando, FL 32817
By: /s/ Brian Cook
Name: Brian Cook
Title: President and Chief Executive Officer
By: /s/ Allison O’Neill
Name: Allison O’Neill
Title: Executive Vice President Finance and Administration
LENDER
G.S. Beckwith Gilbert
35 Vista Drive
Greenwich, CT 06830
By: /s/ G.S. Beckwith Gilbert
Name: G.S. Beckwith Gilbert