DEBT REPLACEMENTAGREEMENT

EXHIBIT 10.5

DEBT REPLACEMENTAGREEMENT

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”):

WITNESSETH

WHEREAS, PASSUR Aerospace has issued a promissory note to Lender for value received; and

WHEREAS, Lender and PASSUR Aerospace desire to modify certain terms and conditions of the debt extension agreement that was signed on January 26, 2022 that extended the original note to November 1, 2023 (the “Eighth Replacement Note”), as of the date of this Agreement and issue an ninth replacement promissory note (the “Ninth Replacement Note”) in exchange for the Eighth Replacement Note and other value received upon the terms and conditions set forth herein (the “Exchange”); and

WHEREAS, the total amount due and owing under the promissory note as of April 30, 2022 is $11,691,625, under the terms of the Eighth 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 Eighth Replacement Note shall be exchanged for the Ninth Replacement Note as set forth herein.

ISSUANCE AND TERMS OF NINTH REPLACEMENT NOTE; THE EXCHANGE: 

For value received, on the date hereof, PASSUR Aerospace shall issue the Ninth Replacement Note to Lender in the amount of $11,691,625, in exchange for the Eighth Replacement Note.  The Ninth Replacement Note will be in the form attached as Exhibit A hereto and will have the following terms:

(a)TERM.  The principal and accrued interest amount of the Ninth Replacement Note, shall be paid in full on or by November 1, 2023. 

(b)INTEREST. The Ninth 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 Ninth 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 Ninth Replacement Note, as described in Section 3 of the Ninth Replacement Note. 

3.MISCELLANEOUS. 

(a)AMENDMENT AND MODIFICATION.  This Agreement may be amended, modified and supplemented only by a written instrument signed by all of the parties hereto expressly stating that such instrument is intended to amend, modify or supplement this Agreement. 

(b)ENTIRE AGREEMENT.  This Agreement and the Ninth Replacement Note contain the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters. 

(c)SEVERABILITY.  If any provision of this Agreement shall be determined to be invalid or unenforceable under law, such determination shall not affect the validity or enforceability of the remaining provisions of this Agreement. 

(d)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. 

(e)COUNTERPARTS.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that both parties need not sign the same counterpart. 

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year written above.