Exhibit 10.1(a)


 


PROMISSORY
NOTE


 


	$1,250,000.00	October
    8, 2021


 


FOR
VALUE RECEIVED, Assisted 4 Living Consulting, LLC, a Florida limited liability company referred to herein as “Borrower”,
promises to pay to Boston Fidelity Financial, LLC, a Delaware limited liability company (as to a 40% interest or $500,000.00), Siesta
Private Mortgages, LLC, a Florida limited liability company (as to a 4% interest or $50,000.00), AFW Ventures, LLC, a Florida limited
liability company (as to a 16% interest or $200,000.00), ERE SEP, LLC, a Florida limited liability company (as to a 16% interest or $200,000.00),
Randall Oser (as to a 12% interest or $150,000.00); Jared Kaban (as to a 12% interest or $150,000.00), collectively referred to as “Lender”
whose address is 4411 Bee Ridge Road, #443 Sarasota, FL 34233, or at such other place as the holder of this Note may from time to time
designate, the principal sum of ONE MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($1,250,000.00), in lawful money of the United
States of America, and to pay interest on the principal amount remaining from time to time outstanding from the date hereof at a rate
of TEN PERCENT (10.0%) until the principal is paid in full.


 


Interest
shall be calculated based on a 30-day month, 360-day calendar year.


 


Commencing
on November 8, 2021, and continuing on the eighth day of each month thereafter, Borrower shall pay to Lender monthly payments of interest
only in the amount of TEN THOUSAND FOUR HUNDRED SIXTEEN and 67/100 DOLLARS ($10,416.67), and continuing for twelve (12) monthly payments
until the Maturity Date of October 8, 2022, at which time, the remaining principal balance, if any, shall be due and payable. Payments
to Lender shall be made payable to “RAT Investment Holdings, LP” at the following address: 4411 Bee Ridge Road, #443 Sarasota,
FL 34233.


 


This
Promissory Note shall be secured by a first mortgage lien on 5115 SR 64 E., Bradenton, Florida 34208.


 


If
any portion of the principal is paid prior to July 8, 2022, then Borrower shall pay a Prepayment Fee calculated as the difference between
nine (9) months of interest on the amount of principal being prepaid and the amount of interest paid to date on the amount of principal
being prepaid. Lender is guaranteed nine months of interest regardless of when loan is paid off.


 


After
the Maturity Date or due date on this Note (whether at the stated maturity, by acceleration, or otherwise), interest shall be charged
on the respective principal amount remaining unpaid at a rate equivalent to the highest lawful rate or twenty-five percent (25%) per
annum, whichever is less, until paid (the “Default Rate”).


 


Notwithstanding
the foregoing, however, in no event shall the interest charged exceed the maximum rate of interest allowed by applicable law, as amended
from time to time. Lender does not intend to charge any amount of interest, monthly renewal fee or other fees or charges in the nature
of interest that exceeds the maximum rate allowed by applicable law. If any payment of interest or in the nature of interest hereunder,
together with all other payments of interest or in the nature of interest, would cause the foregoing interest rate limitation to be exceeded,
then such excess payment shall be credited as a payment of principal unless Borrower notifies Lender in writing that Borrower wishes
to have such excess sum returned, together with interest at the rate specified in Section 687.04(2), Florida Statutes, or any successor
statute.


 


DOCUMENTARY
STAMP TAXES IN THE AMOUNT REQUIRED BY LAW


HAVE
BEEN PAID TO THE FLORIDA DEPARTMENT OF REVENUE 


BY
THE BORROWER.


 




    	 



     


    

 


If
any payment of principal or interest or both is more than five (5) days late, Borrower agrees to pay Lender a late charge equal to five
percent (5.0%) of the payment (“Late Fee”). The provisions of this Note establishing a Late Fee shall not be deemed to extend
the time for any payment due or to constitute a “grace period” giving Borrower a right to cure such default. Notwithstanding
the foregoing, no Late Fee shall be owed as to the payment due on Maturity, by acceleration, or otherwise.


 


Each
payment and prepayment by Borrower of principal or interest hereunder shall be made in such coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and private debt. If any installment of principal or interest
hereunder becomes due and payable on a day other than a business day, the due date thereof shall be extended to the next succeeding business
day, and, in the case of principal, interest shall be payable during the extension at the annual rate specified herein for the payment
of interest before maturity.


 


Unless
otherwise specified herein, payments of this Note shall be applied by Lender first to interest and lawful charges then accrued, and then
to principal, unless otherwise determined by Lender in its sole discretion.


 


Borrower
shall be in Default under this Note if Borrower fails to pay principal, interest, or any other amount due under this Note and such failure
continues beyond ten (10) days from the due date.


 


Lender
shall have, in addition to the rights and remedies contained in this Note and any other related documents, all of the rights and remedies
of a creditor and, to the extent applicable, of a secured party, now or hereafter available at law or in equity. Lender may, at its option,
exercise any one or more of such rights and remedies individually, partially, or in any combination from time to time, including, to
the extent applicable, before the occurrence of an Event of Default. No right, power, or remedy conferred upon Lender by the related
documents shall be exclusive of any other right, power, or remedy referred to therein or now or hereafter available at law or in equity.


 


Without
limiting the generality of the foregoing, if Default shall occur then Lender may declare the indebtedness owed to Lender by Borrower
hereunder and any or all of any other indebtedness owed by Borrower to Lender, whether direct or indirect, contingent or certain, to
be accelerated and due and payable at once, whereupon such indebtedness, together with interest thereon, shall forthwith become due and
payable, all without presentment, demand, protest, or other notice of any kind from Lender, all of which are hereby expressly waived;
and Lender may proceed to do other all things provided by law, equity, or contract to enforce its rights under such indebtedness and
to collect all amounts owing to Lender.


 




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All
parties liable for the payment hereof agree to pay or reimburse Lender for all of its costs and expenses incurred in connection with
the administration, supervision, collection, or enforcement of, or the preservation of any rights under, this Note or the obligation
evidenced hereby, including without limitation, the fees and disbursements of counsel for Lender including attorneys’ fees out of court,
in trial, on appeal, in bankruptcy proceedings, or otherwise. All parties liable for the payment hereof agree to promptly pay, indemnify,
and reimburse Lender for, and hold Lender harmless against any liability for, any and all documentary stamp taxes, nonrecurring intangible
taxes, or other taxes, together with any interest, penalties, or other liabilities in connection therewith, that Lender now or hereafter
determines are payable with respect to this Note, the obligations evidenced by this Note, any advances under this Note, any guaranties
of this Note, or any mortgages or other security instruments securing this Note. The foregoing obligations shall survive the payment
of this Note and shall be secured by all collateral that secures this Note.


 


All
notices, requests, and demands to or upon the parties hereto, shall be deemed to have been given or made when delivered by hand, or when
deposited in the mail, postage prepaid by registered or certified mail, return receipt requested, addressed to the address shown above
or such other address as may be hereafter designated in writing by one party to the other.


 


This
Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida, excluding those laws relating
to the resolution of conflicts between laws of different jurisdictions.


 


In
any litigation in connection with or to enforce this Note, any endorsement or guaranty of this Note, or any of the other related documents,
Borrower irrevocably consents to and confers personal jurisdiction on the courts of the State of Florida or the United States courts
located within the State of Florida, expressly waives any objections as to venue in any of such courts, and agrees that service of process
may be made on Borrower by mailing a copy of the summons and complaint by registered or certified mail, return receipt requested, to
its address set forth herein (or otherwise expressly provided in writing). Nothing contained herein shall, however, prevent Lender from
bringing any action or exercising any rights within any other state or jurisdiction or from obtaining personal jurisdiction by any other
means available by applicable law.


 


In
the event that any one or more of the provisions of this Note is determined to be invalid, illegal, or unenforceable in any respect as
to one or more of the parties, all remaining provisions nevertheless shall remain effective and binding on the parties thereto and the
validity, legality, and enforceability thereof shall not be affected or impaired thereby. If any such provision is held to be illegal,
invalid, or unenforceable, there will be deemed added in lieu thereof a provision as similar in terms to such provision as is possible,
that is legal, valid, and enforceable. To the extent permitted by applicable law, Borrower hereby waives any law that renders any such
provision invalid, illegal, or unenforceable in any respect.


 


The
singular shall include the plural and any gender shall be applicable to all genders when the context permits or implies. If more than
one party constitutes Borrower, their obligations hereunder shall be joint and several and the term “Borrower” as used herein
shall mean Borrower or any one or more of them.


 




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No
delay or omission on the part of Lender in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy
or of any other right or remedy and no single or partial exercise of any right or remedy shall preclude any other or further exercise
of that or any other right or remedy. Presentment, demand, notice of nonpayment, notice of protest, protest, notice of dishonor and all
other notices are hereby waived by Borrower.


 


All
rights and remedies of Lender under this Note and under any other related documents are cumulative and are not exclusive of any rights
and remedies provided by law or in equity, and may be pursued singularly, successively, together, and may be exercised as often as the
occasion therefor shall arise. The warranties, representations, covenants, and agreements made herein and therein shall be cumulative
except in the event of irreconcilable inconsistency, in which case the provisions of this Note shall control.


 


This
Note may not be modified or amended nor shall any provision of it be waived except by a written instrument signed by the party against
whom such action is to be enforced.


 


This
Note shall be binding upon and inure to the benefit of Lender, its successors and assigns, and shall be binding upon Borrower and its
respective heirs, legal representatives, successors, and assigns; provided, however, that no rights or obligations of Borrower shall
be assigned without the prior written consent of Lender. In the event Lender transfers or assigns its obligations hereunder, Lender shall
be relieved of all liability therefor.


 


Time
is of the essence in the performance of this Note.


 


Borrower
and Lender (by its acceptance hereof) hereby knowingly, irrevocably, voluntarily, and intentionally waive any right to a trial by jury
in respect of any litigation based on this Note or any other document executed in connection with this Note or arising out of, under,
or in connection therewith, or any course of conduct, course of dealing, statements (whether oral or written), or actions of any party.
This provision is a material inducement for Lender to enter into the transaction evidenced hereby.


 


IN
WITNESS WHEREOF, Borrower has executed this Note as of the date first written above.


 


BORROWER:


 


Assisted
4 Living Consulting, LLC, a Florida limited liability company


 


	By:	/s/
    Louis Collier	 
	 	Louis Collier as the Chief Executive Officer; President	 


 




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