EXHIBIT 10.1(a)


 


TERM PROMISSORY NOTE


 


	 	Toronto, Ontario
	$68,576.00	 April 30, 2012


 


For valuable consideration receipt of which
is hereby acknowledged, Cogent Real-Time Systems, Inc., a corporation organized under the Federal laws of Canada (the “Payor”
or “Cogent”), with its principal place of business at 162 Guelph Street, Suite 253, Georgetown, Ontario L7G 5X7 Canada,
hereby promises to pay Andrew S. Thomas or his designee (“Payee”) at 162 Guelph Street, Suite 253, Georgetown, Ontario
L7G 5X7 Canada, the principal amount of Sixty Eight Thousand Five Hundred Seventy Six Dollars (USD$68,576.00) on April 29, 2015
(the “Due Date”) with interest from the date of this term promissory note (this “Note”) at the rate equal
to six percent (6%) per annum until this Note has been repaid in full. All references in this Note to dollar amounts are to United
States Dollars.


 


All payments by the Payor on account of principal
or interest on this Note shall be made in the manner and upon the terms and conditions specified in this Note to the address designated
above by the Payee or to such other address as the Payee may designate in writing to the Payor (and if such payment represents
the final payment, whether at maturity or otherwise, of this Note upon surrender of this Note for cancellation).


 


Payor shall make quarterly interest payments
in arrears by the tenth (10th) day of the month immediately next following the end of each successive calendar quarter
(interest payment date”); provided, however, that the first such interest payment shall be made on October 30, 2012 notwithstanding
any language to the contrary in this Note.


 


If any of the following events (“Events
of Default”) shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary
or come about or be effected by operation of law or otherwise):


 


(a)the Payor defaults in the
payment of the interest or principal on this Note on any interest payment date or on the Due Date and such default continues for
more than five (5) days after demand for payment by Payee; or


 


(b)the Payor makes an assignment
for the benefit of creditors; or


 


(c)the Payor petitions or applies
to any tribunal for or consents to the appointment of or taking possession by, a trustee, receiver, custodian, liquidator or similar
representative of the Payor or its creditors or such tribunal, or of any substantial part of the assets of the Payor under any
bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law
(herein called the “Bankruptcy Code”) of any jurisdiction or commences a voluntary case under the Bankruptcy Code of
the Province of Ontario or any proceeding relating to the Payor under the Bankruptcy Code of any other jurisdiction; or


 


(d)any petition or application
is filed against the Payor with any tribunal for the appointment of, or taking possession by, a trustee, receiver, custodian, liquidator
or similar representative of the Payor or its creditors or of any substantial part of the assets of the Payor, or an involuntary
case under the Bankruptcy Code of the Province of Ontario or any proceeding relating to the Payor under the Bankruptcy Code of
any other jurisdiction is commenced and the Payor by any act indicates its approval thereof, consent thereto or acquiescence therein,
or an order, judgment or decree is entered appointing any such trustee, receiver, custodian, liquidator or similar official, or
approving the petition in any such proceedings, and in any such case, such order, judgment or decrees remains unstayed and in effect
for more than 60 days; then


 


the entire unpaid principal this Note together with all accrued
and unpaid interest, if any, shall immediately become due and payable, without presentment, demand, protest or notice of any kind,
all of which are hereby waived by the Payor.



    	



    	 



    

 


 


The Payor shall indemnify, pay for, and save
the Payee harmless against, any liability for and any expenses arising in connection with the enforcement by the Payee of any of
its rights under this Note, including all costs of collection, reasonable attorney’s fees and all cost of levy or appellate
proceedings or review, or both, in case the principal or interest thereon, if any, is not paid at the Due Date, whether suit is
brought or not.


 


The liability of the Payor hereunder shall be
unconditional. No act, failure or delay by the Payee to declare a default as set forth here or to exercise any right or remedy
it may have hereunder or otherwise shall constitute a waiver of its right to declare such default or to exercise any such right
or remedy at such time as it shall determine in its sole discretion.


 


This Note may not be changed or terminated orally.
Any and all notices or other communications required or permitted to be given under this Note shall be in writing and shall be
deemed to have been duly given upon (i) personal delivery or (ii) on the next business day if by overnight courier service or (iii)
on the third business day next following the mailing thereof by certified mail, postage prepaid, to the Payor or the Payee at the
address set forth in this Note or to such other address as the Payor or the Payee may specify by written notice give as aforesaid.


 


No extension of time for payment of all or any
part of any amount due hereunder at any time or times shall affect the liability of the Payor hereunder. The powers and remedies
given hereby shall not be exclusive of any other powers or remedies available to the Payee.


 


This Note is intended to be performed in the
Province of Ontario and shall be governed by construed and enforced in accordance with the laws of such Province applicable to
agreements executed and intended to be performed in the Province without giving effect to any applicable conflicts of law principles.


 


Any legal action or proceeding, with respect
to this Note shall be brought in the Province of Ontario in the courts of general jurisdiction located in Toronto, and the Payor
accepts for itself and in respect of its property, generally and unconditionally the jurisdiction and venue of the aforesaid courts.
Payor hereby irrevocably waives any venue objection it may have to any such action or proceeding arising out of or relating
to this Note in any such venue and any objection on the grounds that any such action or proceeding in any such court has been brought
in any inconvenient forum. Nothing herein shall affect the right or any party hereto to bring any action or proceeding against
another party in the courts of other jurisdictions. The Payor irrevocably consents to the service of process of any of the
aforementioned courts in any such action or proceeding by the mailing of copies thereof by overnight courier or certified mail,
postage prepaid, to the Payor at its address set forth in the first paragraph hereof provided that the Payee may serve process
in any other manner permitted by law.


 


EACH PARTY HEREBY WAIVES IRREVOCABLY ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THIS NOTE, AND THE ENFORCEMENT
THEREOF, WHETHER ALLEGED IN TORT, CONTRACT OR OTHERWISE AND WHETHER ASSERTED AS A CLAIM, COUNTERCLAIM, THIRD-PARTY CLAIM OR IN
ANY OTHER FORM.


 


IN WITNESS WHEREOF, this Note has been duly
executed and delivered by Payor as of this 30th day of April, 2012.


 


	 	Cogent Real-Time Systems Inc.
	 	 
	 	 
	 	By:                               
	 	Paul Benford