On February 15, 2024, subsidiaries of Clearday, Inc. entered into that certain First Amended and Restated Promissory Note that modified and amended the previously reported promissory note dated as of March 31, 2023, that was issued in the original face amount of $2,995,547.44, to the following affiliates of Invesque Inc.:MHI-MC San Antonio, LP, a Delaware limited partnership MHI-MC New Braunfels, LP; and MHI Little Rock, LP, a Delaware limited partnership. The Original Note was issued in connection with the previously reported Lease Transition Agreement, dated as of March 31, 2023 (together with all modifications, amendments, restatements, renewals and/or extensions thereof including that certain First Amendment to Lease Transition Agreement, dated as of July 31, 2023, and that Second Amendment to Lease Transition Agreement, dated as of December 15, 2023, collectively, the ?Transition Agreement?) to evidence Borrower?s obligation to pay to Lender the Past Due Lease Amounts, and the Rent Differential Amount. The Subsidiaries are obligated to Lender under the Transition Agreement for certain additional amounts in excess of the Past Due Lease Amounts and the Rent Differential Amount including, without limitation, Critical Expenses Advances, the amount of which had not yet been ascertained at the time of the Original Note.

Such amounts have subsequently been determined and the First Amended Note was issued in replacement of the Original Note to the extent such amounts are actually known by Lender as of the Date of this Note. The First Amended Note reflects the existing obligations of the Subsidiaries and provides for the increase of the face amount to $3,893,066.18 and continuation of the other terms of the Original Note. The First Amended Note is guaranteed by the Company under the existing guaranty in favor of the Lender as previously reported.