Contract
Exhibit 10.16
This Agreement is made and entered into as of this 9th day of February 2018, by and between G. S. Xxxxxxxx Xxxxxxx, of 00 Xxxxx Xxxxx, Xxxxxxxxx, XX 00000 ("Lender"), and PASSUR Aerospace, Inc. (formerly MEGADATA CORPORATION), a New York corporation, with a principal place of business at Xxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, XX 00000 ("Borrower" or "PASSUR Aerospace"):
WHEREAS, Lender and PASSUR Aerospace desire to modify certain terms and conditions of the debt extension agreement that was signed on January 6, 2017 that extended the original note to November 1, 2018 (the "Third Replacement Note"), as of the date of this Agreement and issue a fourth replacement promissory note (the "Fourth Replacement Note") in exchange for the Third Replacement Note and other value received upon the terms and conditions set forth herein (the "Exchange"); and
WHEREAS, the total principal amount due and owing under the promissory note as of February 9, 2018 is $4,725,000;
NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, the parties hereby agree as follows:
The Third Replacement Note shall be exchanged for the Fourth Replacement Note as set forth herein. Notwithstanding the foregoing, after the effectiveness of the Exchange, PASSUR Aerospace and the Lender agree that PASSUR Aerospace shall pay to Lender all of the accrued interest as of the date hereof under the Third Replacement Note, which is equal to $7,088, under the terms of the Fourth Replacement Note.
For value received, on the date hereof, PASSUR Aerospace shall issue the Fourth Replacement Note to Lender in the aggregate principal amount of $4,725,000 in exchange for the Third Replacement Note. The Fourth Replacement Note will be in the form attached as Exhibit A hereto and will have the following terms:
(a)
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(b)
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(c)
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(d)
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GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules of such state.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year written above.
PASSUR Aerospace, Inc.
Xxx Xxxxxxxx xxxxxx, Xxxxx 0000
Xxx Xxxxxxxx xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
By: /s/ Xxxxx X. Xxxxxxxxxx
Name: Xxxxx X. Xxxxxxxxxx
Title: Chief Financial Officer
Name: Xxxxx X. Xxxxxxxxxx
Title: Chief Financial Officer
LENDER
G.S. Xxxxxxxx Xxxxxxx
00 Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
G.S. Xxxxxxxx Xxxxxxx
00 Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
By: /s/ G.S. Xxxxxxxx Xxxxxxx
Name: G.S. Xxxxxxxx Xxxxxxx
Name: G.S. Xxxxxxxx Xxxxxxx