PASSUR Aerospace, Inc. Sample Contracts

EXHIBIT 10-5
Severance Agreement • February 1st, 1999 • Megadata Corp • Computer communications equipment • New York
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W I T N E S S E T H
Secured Promissory Note • September 7th, 2011 • PASSUR Aerospace, Inc. • Computer communications equipment • New York
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PAYROLL SUPPORT PROGRAM AGREEMENT INTRODUCTION
Payroll Support Program Agreement • September 14th, 2020 • PASSUR Aerospace, Inc. • Search, detection, navagation, guidance, aeronautical sys

This Payroll Support Program Agreement, including the application and all supporting documents submitted by the Recipient and the Payroll Support Certification attached hereto (collectively, Agreement), memorializes the binding terms and conditions applicable to the Recipient.

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PAYROLL SUPPORT PROGRAM EXTENSION AGREEMENT INTRODUCTION
Payroll Support Program Extension Agreement • March 9th, 2021 • PASSUR Aerospace, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York

This Payroll Support Program Extension Agreement, including the application and all supporting documents submitted by the Recipient and the Payroll Support Program Extension Certification attached hereto (collectively, Agreement), memorializes the binding terms and conditions applicable to the Recipient.

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DEBT AGREEMENT
Debt Agreement • January 23rd, 2004 • Megadata Corp • Computer communications equipment • New York
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WITNESSETH
Debt Extension Agreement • June 12th, 2014 • PASSUR Aerospace, Inc. • Computer communications equipment • New York
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PAYROLL SUPPORT PROGRAM 3 AGREEMENT INTRODUCTION
Payroll Support Program Agreement • June 11th, 2021 • PASSUR Aerospace, Inc. • Search, detection, navagation, guidance, aeronautical sys
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DEBT REPLACEMENTAGREEMENT
Debt Replacement Agreement • September 12th, 2022 • PASSUR Aerospace, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York

This Debt Replacement Agreement (this “Agreement”) is made and entered into as of this 31st day of July 2022, by and between G. S. Beckwith Gilbert, of 35 Vista Drive, Greenwich, CT 06830 (“Lender”), and PASSUR Aerospace, Inc. (formerly MEGADATA CORPORATION), a New York corporation, with a principal place of business at 3452 Lake Lynda Drive, Suite 190, Orlando FL, 32817 (“Borrower” or “PASSUR Aerospace”):

Sample 1
DEBT EXTENSION AGREEMENT
Debt Extension Agreement • January 26th, 2022 • PASSUR Aerospace, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York

This Debt Extension Agreement (this “Agreement”) is made and entered into as of this 26th day of January 2022, by and between G. S. Beckwith Gilbert, of 35 Vista Drive, Greenwich, CT 06830 (“Lender”), and PASSUR Aerospace, Inc. (formerly MEGADATA CORPORATION), a New York corporation, with a principal place of business at 3452 Lake Lynda Drive, Suite 190, Orlando FL, 32817 (“Borrower” or “PASSUR Aerospace”):

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 9th, 2011 • PASSUR Aerospace, Inc. • Computer communications equipment • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 9, 2011 by and between PASSUR Aerospace, Inc., a New York corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).

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SEPARATION AND GENERAL RELEASE AGREEMENT
Separation and General Release Agreement • May 1st, 2020 • PASSUR Aerospace, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York

This SEPARATION AND GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of April 30, 2020, is made and entered by and between PASSUR Aerospace, Inc., a New York corporation (the “Company”), and John Thomas (“Executive”).

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PASSUR AEROSPACE, INC. 2019 STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT FOR BRIAN COOK Agreement
Incentive Stock Option Agreement • February 14th, 2020 • PASSUR Aerospace, Inc. • Search, detection, navagation, guidance, aeronautical sys
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DEBT EXTENSION AGREEMENT
Debt Extension Agreement • January 29th, 2021 • PASSUR Aerospace, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York

This Debt Extension Agreement (this “Agreement”) is made and entered into as of this 29th day of January 2021, by and between G. S. Beckwith Gilbert, of 35 Vista Drive, Greenwich, CT 06830 (“Lender”), and PASSUR Aerospace, Inc. (formerly MEGADATA CORPORATION), a New York corporation, with a principal place of business at One Landmark Square, Suite 1905, Stamford, CT 06901 (“Borrower” or “PASSUR Aerospace”):

Sample 1
PASSUR AEROSPACE, INC. INCENTIVE STOCK OPTION AGREEMENT FOR [ insert name of optionee here ] Agreement
Incentive Stock Option Agreement • January 26th, 2022 • PASSUR Aerospace, Inc. • Search, detection, navagation, guidance, aeronautical sys
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PASSUR AEROSPACE, INC. INCENTIVE STOCK OPTION AGREEMENT FOR [ insert name of optionee here ] Agreement
Incentive Stock Option Agreement • April 15th, 2019 • PASSUR Aerospace, Inc. • Search, detection, navagation, guidance, aeronautical sys
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Contract
Debt Extension Agreement • February 13th, 2018 • PASSUR Aerospace, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
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SEVERANCE FOLLOWING CHANGE OF CONTROL AGREEMENT
Severance Agreement • January 10th, 2017 • PASSUR Aerospace, Inc. • Search, detection, navagation, guidance, aeronautical sys • Connecticut

This Agreement (the "Agreement") is entered into as of the 6th day of January, 2017 by and between PASSUR Aerospace, Inc. (PASSUR) and Louis J. Petrucelly ("Petrucelly").

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EMPLOYMENT AGREEMENT
Employment Agreement • February 14th, 2020 • PASSUR Aerospace, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 12, 2020, by and between PASSUR AEROSPACE, INC., a New York corporation (the Company”), and Brian Cook, an individual residing at 840 St. Johns Ave., Green Cove Springs, Florida 32043 (“Executive”). The Company and Executive are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties”).

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SEPARATION AGREEMENT
Separation Agreement • December 1st, 2020 • PASSUR Aerospace, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York

WHEREAS, Louis J. Petrucelly (hereinafter referred to as “Employee”) and PASSUR Aerospace, Inc. (hereinafter referred to as “Company”) wish to end the employment relationship between them and wish to resolve any and all claims, disputes or causes of action that do or may exist between them;

Sample 1
DEBT EXTENSION AGREEMENT
Debt Extension Agreement • January 29th, 2019 • PASSUR Aerospace, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York

This Debt Extension Agreement (this “Agreement”) is made and entered into as of this 28th day of January 2019, by and between G. S. Beckwith Gilbert, of 35 Vista Drive, Greenwich, CT 06830 (“Lender”), and PASSUR Aerospace, Inc. (formerly MEGADATA CORPORATION), a New York corporation, with a principal place of business at One Landmark Square, Suite 1900, Stamford, CT 06901 (“Borrower” or “PASSUR Aerospace”):

Sample 1
SEVERANCE FOLLOWING CHANGE OF CONTROL AGREEMENT
Severance Following Change of Control Agreement • April 11th, 2016 • PASSUR Aerospace, Inc. • Search, detection, navagation, guidance, aeronautical sys • Connecticut

This Agreement (the “Agreement”) is entered into as of the 8th day of April, 2016 by and between PASSUR Aerospace, Inc. (PASSUR) and David M. Henderson (“Henderson”).

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DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • May 9th, 2011 • PASSUR Aerospace, Inc. • Computer communications equipment • New York

THIS DEBT CONVERSION AGREEMENT (the “Agreement”) is made and entered into as of May 9, 2011 by and among (i) PASSUR Aerospace, Inc., (“Company”), a New York corporation, and (ii) G.S. Beckwith Gilbert (“Lender”).

Sample 1
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DEBT EXTENSION AGREEMENT
Debt Extension Agreement • January 27th, 2020 • PASSUR Aerospace, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York

This Debt Extension Agreement (this “Agreement”) is made and entered into as of this 27th day of January 2020, by and between G. S. Beckwith Gilbert, of 35 Vista Drive, Greenwich, CT 06830 (“Lender”), and PASSUR Aerospace, Inc. (formerly MEGADATA CORPORATION), a New York corporation, with a principal place of business at One Landmark Square, Suite 1900, Stamford, CT 06901 (“Borrower” or “PASSUR Aerospace”):

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Contract
Separation Agreement • July 2nd, 2020 • PASSUR Aerospace, Inc. • Search, detection, navagation, guidance, aeronautical sys • Connecticut

PURSUANT TO RULE 601(B)(10)(IV) OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

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OFFICE LEASE
Office Lease • September 14th, 2021 • PASSUR Aerospace, Inc. • Search, detection, navagation, guidance, aeronautical sys
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DEBT REPLACEMENTAGREEMENT
Debt Replacement Agreement • June 10th, 2022 • PASSUR Aerospace, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York

This Debt Replacement Agreement (this “Agreement”) is made and entered into as of this 30th day of April 2022, by and between G. S. Beckwith Gilbert, of 35 Vista Drive, Greenwich, CT 06830 (“Lender”), and PASSUR Aerospace, Inc. (formerly MEGADATA CORPORATION), a New York corporation, with a principal place of business at 3452 Lake Lynda Drive, Suite 190, Orlando FL, 32817 (“Borrower” or “PASSUR Aerospace”):

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PASSUR AEROSPACE, INC.
Restricted Stock Unit Award Agreement • January 26th, 2022 • PASSUR Aerospace, Inc. • Search, detection, navagation, guidance, aeronautical sys

Grant of Option. PASSUR Aerospace, Inc. (the “Company”) hereby grants, as of [Date] (the “Date of Grant”), to [Grantee] (the “Grantee”) an Award of Restricted Stock Units (the “RSU”) with respect to [___________] shares of the Company’s common stock, $0.01 par value per share (the “Grant”). The RSU shall be subject to the terms and conditions in this Agreement (the “Agreement”). The RSUs are being granted pursuant to the Company’s 2019 Stock Incentive Plan, as amended (the “Plan”), which is incorporated herein for all purposes. The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms and conditions hereof and thereof and all applicable laws and regulations.

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DEBT EXTENSION AGREEMENT
Debt Extension Agreement • January 10th, 2017 • PASSUR Aerospace, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York

This Agreement is made and entered into as of this 6th day of January 2017, by and between G. S. Beckwith Gilbert, of 35 Vista Drive, Greenwich, CT 06830 ("Lender"), and PASSUR Aerospace, Inc. (formerly MEGADATA CORPORATION), a New York corporation, with a principal place of business at One Landmark Square, Suite 1900, Stamford, CT 06901 ("Borrower" or "PASSUR Aerospace"):

Sample 1
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