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PASSUR Aerospace, Inc. – ‘10-K’ for 10/31/17 – ‘EX-10.16’

On:  Monday, 2/12/18, at 6:03pm ET   ·   As of:  2/13/18   ·   For:  10/31/17   ·   Accession #:  1096906-18-90   ·   File #:  0-07642

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/13/18  PASSUR Aerospace, Inc.            10-K       10/31/17   91:4.8M                                   Southridge Svcs Inc/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    648K 
 2: EX-3.1.1    The Company's Amendment No.1 to the Certificate of  HTML     46K 
                Incorporation, Dated as of April 5, 2017.                        
 3: EX-10.16    Debt Extension Agreement, Dated as of February 9,   HTML     44K 
                2018, by and Between Passur Aerospace, Inc., and                 
                G.S. Beckwith Gilbert.                                           
 4: EX-10.17    Secure Promissory Note, Dated as of February 9,     HTML     41K 
                2018, From Passur Aerospace, Inc., as Borrower, to               
                G.S. Beckwith Gilbert, as Lender.                                
 5: EX-10.18    Commitment of G.S. Beckwith Gilbert, Dated          HTML     33K 
                February 12, 2019                                                
 6: EX-23.1     Consent of Independent Registered Public            HTML     33K 
                Accounting Firm.                                                 
 7: EX-31.1     Certification of Chief Executive Officer Pursuant   HTML     40K 
                to Rule 13A-14(A) or 15D-14(A) of the Securities                 
                Exchange Act of 1934, as Adopted Pursuant to                     
                Section 302 of the Sarbanes-Oxley Act of 2002.                   
 8: EX-31.2     Certification of Chief Financial Officer Pursuant   HTML     42K 
                to Rule 13A-14(A) or 15D-14(A) of the Securities                 
                Exchange Act of 1934, as Adopted Pursuant to                     
                Section 302 of the Sarbanes-Oxley Act of 2002.                   
 9: EX-32.1     Certification of Chief Executive Officer Pursuant   HTML     34K 
                to 18 U.S.C. Section 1350, as Adopted Pursuant to                
                Section 906 of the Sarbanes-Oxley Act of 2002.                   
10: EX-32.2     Certification of Chief Financial Officer Pursuant   HTML     33K 
                to 18 U.S.C. Section 1350, as Adopted Pursuant to                
                Section 906 of the Sarbanes-Oxley Act of 2002.                   
17: R1          Document and Entity Information                     HTML     60K 
18: R2          Consolidated Balance Sheets                         HTML    112K 
19: R3          Consolidated Balance Sheets Parenthetical           HTML     49K 
20: R4          Consolidated Statements of Operations               HTML     73K 
21: R5          Consolidated Statements of Stockholders' Equity     HTML     61K 
22: R6          Consolidated Statements of Cash Flows               HTML    110K 
23: R7          1. Description of Business and Significant          HTML     88K 
                Accounting Policies                                              
24: R8          2. Restatement of Previously Issued Consolidated    HTML    224K 
                Financial Statement                                              
25: R9          3. Property, Plant and Equipment                    HTML     46K 
26: R10         4. Passur Network                                   HTML     45K 
27: R11         5. Capitalized Software Development Costs           HTML     43K 
28: R12         6. Accrued Expenses and Other Current Liabilities   HTML     42K 
29: R13         7. Notes Payable                                    HTML     41K 
30: R14         8. Operating Leases of Lessee Disclosure            HTML     43K 
31: R15         9. Income Taxes                                     HTML     76K 
32: R16         10. Stock-Based Compensation                        HTML     84K 
33: R17         11. Concentration Risk Disclosure                   HTML     36K 
34: R18         1. Description of Business and Significant          HTML     39K 
                Accounting Policies: Nature of Business (Policies)               
35: R19         1. Description of Business and Significant          HTML     34K 
                Accounting Policies: Basis of Presentation                       
                (Policies)                                                       
36: R20         1. Description of Business and Significant          HTML     41K 
                Accounting Policies: Revenue Recognition Policy                  
                (Policies)                                                       
37: R21         1. Description of Business and Significant          HTML     34K 
                Accounting Policies: Use of Estimates (Policies)                 
38: R22         1. Description of Business and Significant          HTML     33K 
                Accounting Policies: Subsequent Events (Policies)                
39: R23         1. Description of Business and Significant          HTML     39K 
                Accounting Policies: Accounts Receivable                         
                (Policies)                                                       
40: R24         1. Description of Business and Significant          HTML     34K 
                Accounting Policies: Property, Plant and Equipment               
                (Policies)                                                       
41: R25         1. Description of Business and Significant          HTML     35K 
                Accounting Policies: Capitalized Software                        
                Development Costs (Policies)                                     
42: R26         1. Description of Business and Significant          HTML     35K 
                Accounting Policies: Long-lived Assets (Policies)                
43: R27         1. Description of Business and Significant          HTML     35K 
                Accounting Policies: Cost of Revenues (Policies)                 
44: R28         1. Description of Business and Significant          HTML     40K 
                Accounting Policies: Income Taxes (Policies)                     
45: R29         1. Description of Business and Significant          HTML     34K 
                Accounting Policies: Research and Development                    
                Costs (Policies)                                                 
46: R30         1. Description of Business and Significant          HTML     43K 
                Accounting Policies: Net Income Per Share                        
                Information (Policies)                                           
47: R31         1. Description of Business and Significant          HTML     34K 
                Accounting Policies: Deferred Revenue (Policies)                 
48: R32         1. Description of Business and Significant          HTML     35K 
                Accounting Policies: Fair Value of Financial                     
                Instruments (Policies)                                           
49: R33         1. Description of Business and Significant          HTML     35K 
                Accounting Policies: Stock-based Compensation                    
                (Policies)                                                       
50: R34         1. Description of Business and Significant          HTML     33K 
                Accounting Policies: Comprehensive Income                        
                (Policies)                                                       
51: R35         1. Description of Business and Significant          HTML     40K 
                Accounting Policies: Accounting Pronouncements                   
                Issued But Not Yet Adopted (Policies)                            
52: R36         1. Description of Business and Significant          HTML     41K 
                Accounting Policies: Net Income Per Share                        
                Information: Schedule of earnings per share                      
                calculations (Tables)                                            
53: R37         2. Restatement of Previously Issued Consolidated    HTML    213K 
                Financial Statement: Restatement to Prior Year                   
                Income (Tables)                                                  
54: R38         3. Property, Plant and Equipment: Property, Plant   HTML     45K 
                and Equipment (Tables)                                           
55: R39         4. Passur Network: Schedule of Passur Network       HTML     41K 
                (Tables)                                                         
56: R40         5. Capitalized Software Development Costs:          HTML     40K 
                Schedule of Capitalized Software Development Costs               
                (Tables)                                                         
57: R41         6. Accrued Expenses and Other Current Liabilities:  HTML     41K 
                Schedule of Accrued Liabilities (Tables)                         
58: R42         8. Operating Leases of Lessee Disclosure: Schedule  HTML     38K 
                of Future Minimum Rental Payments for Operating                  
                Leases (Tables)                                                  
59: R43         9. Income Taxes: Schedule of Income before Income   HTML     44K 
                Tax, Domestic and Foreign (Tables)                               
60: R44         9. Income Taxes: Schedule of Components of Income   HTML     50K 
                Tax Expense (Benefit) (Tables)                                   
61: R45         9. Income Taxes: Schedule of Deferred Tax Assets    HTML     44K 
                and Liabilities (Tables)                                         
62: R46         10. Stock-Based Compensation: Schedule of           HTML     51K 
                Share-based Compensation, Activity (Tables)                      
63: R47         10. Stock-Based Compensation: Schedule of           HTML     43K 
                Assumptions Used (Tables)                                        
64: R48         10. Stock-Based Compensation: Schedule of           HTML     39K 
                Share-Based Compensation Expense (Tables)                        
65: R49         10. Stock-Based Compensation: Schedule of           HTML     42K 
                Stockholders Equity (Tables)                                     
66: R50         1. Description of Business and Significant          HTML     33K 
                Accounting Policies: Accounts Receivable (Details)               
67: R51         1. Description of Business and Significant          HTML     42K 
                Accounting Policies: Net Income Per Share                        
                Information: Schedule of earnings per share                      
                calculations (Details)                                           
68: R52         1. Description of Business and Significant          HTML     33K 
                Accounting Policies: Net Income Per Share                        
                Information (Details)                                            
69: R53         1. Description of Business and Significant          HTML     33K 
                Accounting Policies: Stock-based Compensation                    
                (Details)                                                        
70: R54         3. Property, Plant and Equipment: Property, Plant   HTML     53K 
                and Equipment (Details)                                          
71: R55         3. Property, Plant and Equipment (Details)          HTML     33K 
72: R56         4. Passur Network: Schedule of Passur Network       HTML     39K 
                (Details)                                                        
73: R57         4. Passur Network (Details)                         HTML     50K 
74: R58         5. Capitalized Software Development Costs:          HTML     41K 
                Schedule of Capitalized Software Development Costs               
                (Details)                                                        
75: R59         5. Capitalized Software Development Costs           HTML     48K 
                (Details)                                                        
76: R60         6. Accrued Expenses and Other Current Liabilities:  HTML     46K 
                Schedule of Accrued Liabilities (Details)                        
77: R61         7. Notes Payable (Details)                          HTML     38K 
78: R62         8. Operating Leases of Lessee Disclosure (Details)  HTML     42K 
79: R63         8. Operating Leases of Lessee Disclosure: Schedule  HTML     44K 
                of Future Minimum Rental Payments for Operating                  
                Leases (Details)                                                 
80: R64         9. Income Taxes: Schedule of Income before Income   HTML     46K 
                Tax, Domestic and Foreign (Details)                              
81: R65         9. Income Taxes: Schedule of Components of Income   HTML     73K 
                Tax Expense (Benefit) (Details)                                  
82: R66         9. Income Taxes: Schedule of Deferred Tax Assets    HTML     55K 
                and Liabilities (Details)                                        
83: R67         9. Income Taxes (Details)                           HTML     32K 
84: R68         10. Stock-Based Compensation: Schedule of           HTML     68K 
                Share-based Compensation, Activity (Details)                     
85: R69         10. Stock-Based Compensation (Details)              HTML     37K 
86: R70         10. Stock-Based Compensation: Schedule of           HTML     43K 
                Assumptions Used (Details)                                       
87: R71         10. Stock-Based Compensation: Schedule of           HTML     38K 
                Share-Based Compensation Expense (Details)                       
88: R72         11. Concentration Risk Disclosure (Details)         HTML     38K 
90: XML         IDEA XML File -- Filing Summary                      XML    175K 
89: EXCEL       IDEA Workbook of Financial Reports                  XLSX     81K 
11: EX-101.INS  XBRL Instance -- pssr-20171031                       XML   1.19M 
13: EX-101.CAL  XBRL Calculations -- pssr-20171031_cal               XML     94K 
14: EX-101.DEF  XBRL Definitions -- pssr-20171031_def                XML    225K 
15: EX-101.LAB  XBRL Labels -- pssr-20171031_lab                     XML    535K 
16: EX-101.PRE  XBRL Presentations -- pssr-20171031_pre              XML    499K 
12: EX-101.SCH  XBRL Schema -- pssr-20171031                         XSD    141K 
91: ZIP         XBRL Zipped Folder -- 0001096906-18-000090-xbrl      Zip     98K 


‘EX-10.16’   —   Debt Extension Agreement, Dated as of February 9, 2018, by and Between Passur Aerospace, Inc., and G.S. Beckwith Gilbert.


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 C: 
Exhibit 10.16



DEBT EXTENSION AGREEMENT
This Agreement is made and entered into as of this 9th day of February 2018, 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"):
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 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:
1.
MODIFICATION OF PREVIOUS NOTES:
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.
 
2.     ISSUANCE AND TERMS OF FOURTH REPLACEMENT NOTE; THE EXCHANGE:
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)     TERM.  The principal amount of the Third Replacement Note, together with any and all accrued and unpaid interest thereon, shall be paid in full on or by November 1, 2019.

(b)     INTEREST. The Fourth 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 6.0% from February 9, 2018 to November 1, 2019 payable in cash. Interest payments shall be made annually at October 31 of each year.

(c)     PREPAYMENT TERMS. The Fourth 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 Fourth Replacement Note, as described in section (b) of the Fourth 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 contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes 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.

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


PASSUR Aerospace, Inc.
One Landmark square, Suite 1900
Stamford, CT 06901
By: /s/ James T. Barry
Name:  James T. Barry
Title:  President and Chief Executive Officer
By: /s/ Louis J. Petrucelly
Name: Louis J. Petrucelly
Title:  Chief Financial Officer

LENDER
G.S. Beckwith Gilbert
35 Vista Drive
Greenwich, CT 06830
By: /s/ G.S. Beckwith Gilbert
Name:  G.S. Beckwith Gilbert

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
11/1/19
11/1/18
Filed as of:2/13/18
Filed on:2/12/188-K
2/9/18
For Period end:10/31/17NT 10-K
1/6/17
 List all Filings 


8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/12/22  PASSUR Aerospace, Inc.            10-Q        7/31/22   64:2.9M                                   Southridge Svcs Inc./FA
 3/09/22  PASSUR Aerospace, Inc.            10-Q        1/31/22   61:2.6M                                   Southridge Svcs Inc./FA
 1/26/22  PASSUR Aerospace, Inc.            10-K       10/31/21  110:4.7M                                   Southridge Svcs Inc./FA
 9/14/21  PASSUR Aerospace, Inc.            10-Q        7/31/21   69:3.4M                                   Southridge Svcs Inc./FA
 6/11/21  PASSUR Aerospace, Inc.            10-Q        4/30/21   70:3.3M                                   Southridge Svcs Inc./FA
 3/09/21  PASSUR Aerospace, Inc.            10-Q        1/31/21   70:3.1M                                   Southridge Svcs Inc./FA
 1/29/21  PASSUR Aerospace, Inc.            10-K       10/31/20   70:3.7M                                   Southridge Svcs Inc./FA
 9/14/20  PASSUR Aerospace, Inc.            10-Q        7/31/20   69:3.3M                                   C Filings/FA
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Filing Submission 0001096906-18-000090   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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