Exhibit 10.1

EXECUTION VERSION

December 12, 2025

MBC FUNDING II CORP.

60 Cutter Mill Rd, Suite 205

Great Neck, NY 11021

Attention: Assaf Ran

Ladies and Gentlemen:

We are pleased to inform you that Valley National Bank (“Bank”, “we” or “us”) has approved, and is willing to continue to make available to MBC FUNDING II CORP., a corporation organized under the laws of the State of New York (“Borrower” or “you”) the credit accommodations as further described below, subject to the terms and conditions set forth in this Letter Agreement (defined below).

A. Credit Terms.

1. Facilities.

1.1 Line of Credit. Bank hereby agrees to make available to Borrower a committed line of credit (“Line of Credit” or “Line”) under which Borrower may request and Bank, subject to the terms and conditions contained herein, will make advances (“Advances”) to Borrower from time to time up to the earlier to occur of (i) December 12, 2027 and (ii) the acceleration of the maturity of the amounts due hereunder upon an Event of Default (defined below) (“Maturity Date”), in an amount not to exceed at any time the Maximum Line of Credit Amount, the proceeds of which shall be used for refinancing of existing indebtedness, working capital or other general purposes of Borrower. The “Maximum Line of Credit Amount” shall mean $10,000,000. The Maturity Date may be extended by Bank by written notice to Borrower. Borrower’s obligation to repay Advances and other extensions of credit under the Line of Credit shall be evidenced by a promissory note in form and content satisfactory to Bank (“Note”), the terms of which are incorporated herein by this reference.

1.2 Repayment. Subject to the limitations set forth herein and in the Note, Borrower may borrow, repay and re-borrow Advances under the Line until the Maturity Date. The principal balance outstanding under the Line, together with all accrued but unpaid interest thereon, shall be due and payable on the Maturity Date, all as more particularly set forth in the Note.

1.3 Borrowing Base. In addition, availability of Advances under the Line of Credit shall be subject to the Borrowing Base, as defined below. At no time shall the aggregate amount of all Advances under the Line exceed the Borrowing Base in effect at such time, and in such event, Borrower shall, within one (1) Business Day, repay to Bank in an amount equal to such excess. As a condition to Advances under the Line, Borrower shall deliver to Bank such periodic reports on its accounts and inventory, together with a borrowing base certificate showing the calculation of the Borrowing Base, in such form and detail as reasonably requested by Bank, in each case, as required pursuant to the terms hereof.

“Borrowing Base” means, as of any date of determination, an amount equal to the sum of:

(a) 75% of the outstanding principal balance of Eligible Loans that are secured by real property consisting of single-family, multi-family, mixed-use, industrial, condominium, and other income-producing properties, capped at no more than 75% of the as-is appraised value per individual loan, with a tenor up to one (1) year; plus (b) 65% of the outstanding principal balance of Eligible Loans that are secured by real property consisting of single-family, multi-family, mixed-use, industrial, condominium, and other income-producing properties, capped at no more than 75% of the as-is appraised value per individual underlying loan, with a tenor of up to two and one-half (2.5) years, provided, that the aggregate amount of such underlying loans under this clause (b) shall not at any time exceed 50% of the total Borrowing Base; minus

(c) the Reserves.

All of the foregoing shall be determined by Bank upon receipt and review of all reports required hereunder and such other documents and collateral information that Bank may from time to time require.

“Eligible Loans” shall mean, a loan that satisfies each of the following requirements, in form and substance satisfactory to the Bank:

Notwithstanding anything herein to the contrary, Bank hereby acknowledges and agrees that an Eligible Loan can include up to two (2) individual loans made against a single parcel of real property, so long as, the first loan is for the purchase of such real property (the “Purchase Price Loan”) and the second loan is for capital expenditures to be made to such real property, such as improvements or renovations (the “Capital Expenditure Loan”). In order to be considered an Eligible Loan hereunder, the Capital Expenditure Loan must be made within one (1) year of the funding of the Purchase Price Loan. For the avoidance of doubt, the aggregate amount of the Purchase Price Loan and Capital Expenditure Loan cannot exceed the as-is appraisal value of the applicable real property. Furthermore, (i) if the Purchase Price Loan is made more than one (1) year prior to the Capital Expenditure Loan, but the Capital Expenditure Loan is less than one (1) year old, both the Purchase Price Loan and the Capital Expenditure Loan shall be Eligible Loans subject to clause (b) of the Borrowing Base, (ii) if the Purchase Price Loan is made more than two and a half (2.5) years prior to the Capital Expenditure Loan, but the Capital Expenditure Loan is less than one (1) year old, the Purchase Price Loan shall be ineligible hereunder but the Capital Expenditure Loan shall be an Eligible Loan solely under clause (b) of the Borrowing Base and (iii) ) if the Purchase Price Loan is made more than two and a half (2.5) years prior to the Capital Expenditure Loan, but the Capital Expenditure Loan is more than one (1) year old but less than two and a half (2.5) years old, the Purchase Price Loan shall be ineligible hereunder but the Capital Expenditure Loan shall be an Eligible Loan solely under clause (b) of the Borrowing Base.

“Reserves” shall mean, as of any date of determination, those reserves that Bank deems necessary or appropriate, in its Permitted Discretion, to establish and maintain (including reserves with respect to (a) sums that Borrower is required to pay under any Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay, and (b) amounts owing by Borrower to any person to the extent secured by a Lien (defined below) on, or trust over, any of the Collateral (other than a permitted lien pursuant to the terms of this Letter Agreement), which Lien or trust, in the discretion of Bank would reasonably be expected to be pari passu or have a priority superior to Bank’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral)).

2. Interest. The outstanding principal balance of Advances under the Line of Credit shall bear interest at the rates, be computed in accordance with, and be payable on the dates and times as set forth in the Note. Overdue amounts shall bear interest at a default rate above the otherwise applicable rate, as more particularly provided in the Note.

3. Fees.

3.1 Upfront Fee. Borrower shall pay to Bank an upfront fee equal to twenty-hundredths of one percent (0.20%) of the Maximum Line of Credit Amount, which upfront fee shall be fully-earned and non-refundable upon receipt thereof by Bank and which fee shall be due and payable on the date hereof.

3.2 Unused Line Fee. Borrower shall pay to Bank an unused availability fee at a rate of twenty-five hundredths of one percent (0.25%) per annum on the average daily unused amount of the Line of Credit, which fee shall be calculated on a monthly basis by Bank for the preceding month, and shall be due and payable by Borrower in arrears on the fifth (5th) business day of each month, commencing on January 1, 2026, and on the termination of the Line of Credit, whether on the Maturity Date or otherwise.

4. Security. As security for all indebtedness, liabilities or other obligations of Borrower to Bank or held by Bank of any kind or nature, whether direct or contingent, now existing or hereafter arising and however evidenced, and including all Advances and all principal, interest, reimbursements, indemnities, fees and other charges in connection therewith, including, without limitation, any exposure of Borrower to Bank under Bank’s commercial card program (collectively, “Obligations”), Borrower shall execute and deliver, or cause to be executed and delivered to Bank, the following, in each case in form and substance satisfactory to Bank:

4.1 Guaranty. One or more guaranty agreements (each, a “Guaranty”) pursuant to which the due and punctual payment and performance of the Obligations shall be unconditionally guaranteed by Manhattan Bridge Capital, Inc., a corporation organized under the laws of the State of New York (“Corporate Guarantor”), and Assaf Ran, a natural person (“Individual Guarantor”, and together with Corporate Guarantor, individually and collectively, as the context requires, but in each case jointly and severally, “Guarantor”), provided, however, that the aggregate liability of Individual Guarantor shall be limited to the sum of $500,000. The revocation or attempted revocation, in whole or in part, of any such Guaranty by any Guarantor shall constitute an Event of Default under this Letter Agreement.

4.2 Security Agreement. One or more security agreements granting Bank a valid and perfected first priority lien on and security interest in all of the assets of Borrower, wherever located, and in each case whether existing on the closing date or thereafter acquired (collectively, the “Collateral”). If any portion of the Collateral with an aggregate value in excess of $50,000 is located on property owned by a third party, or which is subject to a mortgage in favor of any Person other than Bank, Borrower shall use commercially reasonable efforts to obtain and deliver to Bank within 60 days such landlord, bailee, warehouseman, processor, mortgagee or other applicable waiver with respect to such Collateral as may be required by Bank, in form and content reasonably acceptable to Bank.

4.3 [Reserved].

4.4 Miscellaneous

All Liens (defined below) and security interests covering the Collateral shall be on terms and pursuant to such security agreements, pledge agreements, UCC-1 financing statements, deeds of trusts or mortgages, and other documentation reasonably required by, and in form satisfactory to, Bank. Insurance covering all physical Collateral must be maintained in amounts and coverages reasonably acceptable to Bank, and Bank shall be named as mortgagee, lender loss payee, and/or additional named insured, as applicable, with respect to all insurance policies of Borrower and Corporate Guarantor. Borrower shall pay to Bank, promptly upon demand, but in any event within three (3) Business Days, the full amount of all fees, costs and expenses expended or incurred by Bank (or on behalf of Bank) with respect to any of the Collateral, including without limitation, filing fees, and costs of appraisals.

Any event of default under any Loan Document shall be deemed an Event of Default hereunder, entitling Bank to exercise any or all remedies provided for herein. The revocation or attempted revocation, in whole or in part, of any party (other than Bank) or any assertion of any party (other than Bank) that any Loan Document is not enforceable shall constitute an Event of Default hereunder, entitling Bank to exercise any or all remedies provided for herein.

5. Representations. As of the date hereof and upon each extension of each Credit hereunder, Borrower and, as applicable, each applicable Guarantor (as applicable, each a “Credit Party”), represents and warrants to Bank that the following statements are true and correct and such representations shall survive the execution of this Letter Agreement and shall continue in full force and effect until the full and final payment, and termination, satisfaction and discharge, of all Obligations of Borrower to Bank:

5.1 Legal Status. It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the power and authority to own its assets and to conduct its business as now or proposed to be carried on, and is qualified or licensed to do business (and is in good standing as a foreign corporation, if applicable) in all jurisdictions in which such qualification or licensing is required or in which the failure to so qualify or to be so licensed could reasonably be expected to have a material adverse effect.

5.2 Authority; Enforceability. It has full power and authority to enter into the transactions provided for herein, and to execute and deliver the Loan Documents to which it is a party, and such Loan Documents have been duly authorized, and upon execution and delivery of such Loan Documents in accordance with the provisions hereof, such Loan Documents will each constitute the legal, valid and binding obligation of the Credit Party which executes the same, enforceable in accordance with their respective terms.

5.3 Legality. The execution, delivery and performance by it of the Loan Documents to which it is a party, (i) are in furtherance of its purposes and within its power and authority; (ii) do not (A) violate any statute, regulation or other law or any judgment, order or award of any court, agency or other governmental authority or of any arbitrator with respect to it or (B) violate its organizational or governing documents, constitute a default under any agreement binding on it or result in a lien or encumbrance on any of its assets except in connection with the Loan Documents; and (iii) have been duly authorized by all necessary organizational actions.

5.4 Litigation. There are no pending or, to the best of its knowledge, threatened, actions, suits, proceedings, claims, or investigations by or before any court or other governmental authority which could reasonably be expected to result in a material adverse change in or material adverse effect on (i) its business, assets, operations or financial condition, or (ii) its ability to perform its obligations under the Loan Documents or (iii) any of the Collateral or Bank’s security interest therein, in each case, other than as disclosed by Borrower to Bank in writing before the date hereof.

5.5 Accuracy of Financial Statements. Its most recent financial statements delivered to Bank are true, complete and accurate in all material respects and present fairly its financial condition and the results of its operations for the period covered thereby, and accurately disclose all of its assets and liabilities, whether accrued, absolute, contingent or otherwise, all prepared in accordance with generally accepted accounting principles consistently applied. Since the dates of such financial statements there has been no material adverse change in its financial condition, nor has it mortgaged, pledged, granted a lien or security interest in or otherwise encumbered any of its assets or properties, except in favor of Bank or as otherwise disclosed to Bank in writing before the date hereof or permitted herein.

5.6 Taxes. It has filed all returns required to be filed by it in connection with any federal, state or local tax or similar duty or charge assessed or imposed upon it, its operations or its property, and all such taxes have been either paid or adequate reserve has been made therefor, and it has no knowledge of any pending material adjustments of its income tax payable with respect to any year, in each case except to the extent as would not reasonably be expected to have a material adverse effect.

5.7 Good Title. It has good and marketable title to all of its assets, none of which is subject to any mortgage, indenture, pledge, lien, conditional sale contract, security interest, encumbrance, claim, trust or charge except as referred to in the financial statements delivered to Bank prior to the date hereof or except as otherwise permitted herein.

5.8 [Reserved]

5.9 Permits, Franchises. It possesses (i) all permits, memberships, franchises, contracts and licenses required and (ii) title or other legal rights to all trademark rights, trade name rights, patent rights, copyrights and fictitious name rights necessary to enable it to conduct the business in which it is now engaged.

5.10 Other Obligations. It is not in default on any obligation for borrowed money, any purchase money obligation or any other material lease, commitment, contract, instrument or obligation, except as has been disclosed in writing to Bank.

5.11 No Event of Default. There is no event which is, or with notice or a lapse of time or both would be, or would result from the extension of any Credit under the Line, a default or Event of Default under this Letter Agreement or any other Loan Document.

5.12 [Reserved]

5.13 ERISA. Borrower does not maintain a plan under the Employee Retirement Income Security Act of 1974.

5.14 Organization.

(a) Organization Chart. Borrower has delivered to Bank, or set forth on Schedule A.5.14 hereof is, a complete and correct organizational structure chart of Borrower and each Corporate Guarantor as of the date hereof, together with, for each entity listed thereon, (a) each Person or entity holding ownership interests in such entity and (b) the percentage ownership interests held.

(b) Beneficial Ownership Certification. Prior to the date hereof, Bank shall have received a Beneficial Ownership Certification completed by each Borrower and Guarantor that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. The information included in the Beneficial Ownership Certification delivered to Bank is true and correct in all material respects. “Beneficial Ownership Certification” shall mean a certification regarding beneficial ownership and control of Borrower or Corporate Guarantor, as the case may be, in form and detail sufficient to satisfy the requirements of the Beneficial Ownership Regulation.” “Beneficial Ownership Regulation” shall mean 31 C.F.R. § 1010.230, as amended from time to time.

5.15 Perfection Information. The legal name, type of organization, jurisdiction of organization, and chief executive office of each Borrower and any Corporate Guarantor is correctly set forth on the applicable Schedule attached to its security agreement delivered to Bank, or as set forth on Schedule A.5.15 hereto, and Borrower will provide Bank prompt notice of any change in any of the foregoing. Neither Borrower nor any Corporate Guarantor has in the past five years changed its legal name or been known by any other name, been party to a merger, consolidation, division or other change in structure, except as may be set forth on such Schedule.

5.16 Use of Proceeds. No proceeds of the Credit will be used to purchase or carry any Margin Stock (as defined in Regulation U of the Board of Governors of the US Federal Reserve System (or any successor thereto) as in effect from time to time) or to extend credit to others for the purpose of purchasing or carrying any Margin Stock.

5.17 Full Disclosure. Without limitation of any other representation set forth herein, all information in the loan application, financial statements, certificates, or other documents and all other written information prepared and delivered by or on behalf of Borrower and any other Credit Party to Bank in obtaining the credit accommodations described in this Letter Agreement is correct and complete in all material respects, and there are no omissions therefrom that result in such information being incomplete, incorrect or misleading in any material adverse respect as of the date thereof.

5.18 Foreign Assets Control Regulations. Neither any Credit Party, nor any of their respective directors, officers, employees, agents or any person acting on their behalf is a Sanctioned Person or is affiliated with a Sanctioned Person. Neither any Credit Party, nor any of their respective directors, officers, employees, agents or any person acting on their behalf, will conduct any business, nor engage in any transaction or dealing (i) with any Sanctioned Person, including, but not limited to, requesting or using the proceeds of any Credit, directly or indirectly, for the purpose of funding, financing or facilitating any activities, business or transaction of or with a Sanctioned Person, (ii) in any manner that could reasonably result in the violation of any Sanctions applicable to any party hereto, or (iii) that could reasonably result in any party hereto becoming a Sanctioned Person. Borrower shall deliver (from time to time) to Bank any such certification or other evidence as may be requested by Bank in its sole and absolute discretion, confirming each such representation. For purposes hereof, refer to the following definitions:

“Sanctions”: mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. Government (including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or the U.S. Department of State), the United Nations Security Council, the European Union or any European Union member state, His Majesty’s Treasury, or other relevant sanctions authority.

“Sanctioned Country”: means, at any time, a country, region or territory which is the subject or target of any comprehensive, country-based Sanctions.

“Sanctioned Person”: means, at any time, (a) any Person listed under any Sanctions or is otherwise the subject or target of Sanctions such that a U.S. Person is restricted from dealing or otherwise engaging in business transactions with such Person; (b) any Person located, organized or ordinarily resident in a Sanctioned Country; or (c) any Person controlled or 50% or more owned, individually or in the aggregate, directly or indirectly, by one or more Persons referenced in clause (a) or (b).

5.19 Foreign Corrupt Practices Act. No Credit Party, nor to the knowledge of such Credit Party, any agent or other person acting on behalf of such Credit Party, has (a) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (b) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (c) failed to disclose fully any contribution made by such Credit Party (or made by any person acting on its behalf of which such Credit Party is aware) which is in violation of law, or (d) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1, et seq.), as amended (“FCPA”). Each Credit Party shall cause any agent or other person acting on its behalf to comply with the FCPA, including maintaining and complying with all policies and procedures to ensure compliance with this act.

6. Covenants. Borrower and (as applicable) each Guarantor covenants and agrees that, until all Obligations of Borrower to Bank are indefeasibly paid in full, unless Bank waives compliance or otherwise consents in writing:

6.1 Reporting. It shall deliver to Bank, or cause to be delivered to Bank, in each case in form and substance satisfactory to Bank:

(a) Annual Financial Statements. As soon as practical, but in any event not later than 180 days after and as of the end of each fiscal year (but, at all times during which the Corporate Guarantor is a publicly traded company, in no event before the Corporate Guarantor files with the Securities and Exchange Commission its Annual Report on Form 10-K for such fiscal year), consolidated and consolidating balance sheets and statements of income and retained earnings of Borrower and Corporate Guarantor for the preceding fiscal year, together with the comparative financial statements for the corresponding periods of the preceding fiscal year, in each case audited and certified without qualification prepared on a compiled basis by independent certified public accountants acceptable to Bank;

(b) Quarterly Financial Statements. As soon as practical, but in any event not later than 45 days after and as of the end of each of the first three fiscal quarters, consolidated and consolidating balance sheets and statements of income and retained earnings of Borrower and Corporate Guarantor for such quarter and for the period commencing at the beginning of such fiscal year and ending on the last day of such quarter, together with the comparative financial statements for the corresponding periods of the preceding fiscal year, prepared and duly certified as complete and correct by the chief financial officer, or other duly authorized employee of Borrower reasonably acceptable to Bank (subject to normal year-end adjustments);

(c) Personal Financial Statements (Individuals). As soon as practical, but in any event not later than 180 days after and as of the end of each calendar year, personal financial statements for Individual Guarantor;

(d) Tax Returns (Individual Guarantor). As soon as practical, but in any event not later than 180 days after filing, federal and state tax returns (including all schedules) and/or extension documentation for each calendar year for Individual Guarantor;

(e) Monthly Borrowing Base Certificates. As soon as practical, but in any event not later than 15 days after and as of the end of each month, a borrowing base certificate certified by an authorized officer of Borrower;

(f) Interim Borrowing Base report. As soon as practical, but in any event not later than 7 business days from the date of payoff of any underlying Eligible Loan pledged to the Borrowing Base, an interim borrowing base report;

(g) Compliance Certificates. Together with each of the items described in clauses A.6.1(a) and Error! Reference source not found. above, a certification, substantially in the form of Exhibit A attached hereto, by the chief financial officer or other duly authorized employee of Borrower and Corporate Guarantor, as to (i) Borrower’s and Corporate Guarantor’s compliance with the financial covenants set forth in Section A.6.2 for the applicable fiscal period(s) then ended (including detailed calculations necessary to show such compliance), and (ii) the occurrence of any defaults under any Loan Document not previously reported to Bank, and if so, the nature thereof and the corrective measures proposed by Borrower and Corporate Guarantor with respect thereto;

(h) Collateral Field Examination. A collateral field examination to be performed prior to closing and annually thereafter, at Borrower’s expense;

(i) Notices of Default. Borrower shall advise Bank promptly, but in any event within three (3) Business Days, upon its becoming aware that a default or Event of Default has occurred under the Loan Documents;

(j) Notices of Litigation. Borrower shall advise Bank promptly, but in any event within three (3) Business Days, upon its becoming aware of any pending or threatened litigation or other matter described in Section A.5.4 above; and

(k) Other Information. Borrower and Guarantor shall promptly provide such additional information as Bank reasonably deems necessary from time to time.

Unless otherwise set forth herein, all financial statements to be delivered pursuant to this Letter Agreement shall be made and prepared in accordance with generally accepted accounting principles in the United States of America in effect from time to time (including principles of consolidation where appropriate) (“GAAP”), consistently applied and (where appropriate for interim statements) subject to normal year-end adjustments. All financial or accounting terms used herein shall (unless otherwise defined herein) have the meanings ascribed to such terms under GAAP, and financial statements shall be prepared on a consolidated and consolidating basis. The fiscal year of Borrower is from January 1 to December 31 The fiscal year of Corporate Guarantor is from January 1 to December 31.

6.2 Financial Covenants. Borrower shall comply with the following financial covenants:

(a) Minimum Fixed Charge Coverage Ratio (Borrower). Borrower shall maintain a Fixed Charge Coverage Ratio of not less than 1.50 to 1.00 as of the end of each fiscal quarter, as measured on a trailing twelve-month basis, commencing with the quarter ending December 31, 2025.

As used herein: “Fixed Charge Coverage Ratio” shall mean, for the applicable measurement period, the ratio of (i) the sum of Borrower’s net income, plus interest expense, plus income tax, plus depreciation and amortization, plus/minus non-recurring income and/or expense, to (ii) the sum of Borrower’s principal and interest payments on indebtedness (including capitalized lease obligations) that were paid or otherwise due during the applicable measurement period (as adjusted for prepayments), plus tax expense, plus dividends and distributions, plus capital expenditures not funded with borrowed money.

(b) Minimum Fixed Charge Coverage Ratio (before REIT distributions). Corporate Guarantor shall maintain a Fixed Charge Coverage Ratio of not less than 1.25 to 1.00 as of the end of each fiscal quarter, as measured on a trailing twelve-month basis, commencing with the quarter ending December 31, 2025.

As used herein: “Fixed Charge Coverage Ratio” shall mean, for the applicable measurement period, the ratio of (i) the sum of Corporate Guarantor’s net income, plus interest expense, plus income tax, plus depreciation, plus amortization, plus rent and operating lease payments, minus dividends and distributions, minus tax expense, minus capital expenditures not funded with borrowed money, plus/minus non-recurring income and/or expense to (ii) the sum of Corporate Guarantor’s principal and interest payments on indebtedness (including capitalized lease obligations) that were paid or otherwise due during the applicable measurement period (as adjusted for prepayments), plus rent and operating lease payments; plus tax expense, plus dividends and distributions, plus capital expenditures not funded with borrowed money.

(c) Maximum Balance Sheet Leverage (Borrower): Borrower shall not maintain a Balance Sheet Leverage Ratio of more than 3.00 to 1.00, as of the end of each fiscal quarter, commencing with the quarter ending December 31, 2025.

(d) Maximum Balance Sheet Leverage (Corporate Guarantor): Corporate Guarantor shall not maintain a Balance Sheet Leverage Ratio of more than 2.5 to 1.00, as of the end of each fiscal quarter, commencing with the quarter ending December 31, 2025.

As used herein: “Balance Sheet Leverage Ratio” shall mean, with respect to any Person, the ratio of such Person’s (i) total indebtedness less Subordinated Debt to (ii) Tangible Net Worth. “Tangible Net Worth” shall mean the sum of a Person’s owners’ equity, plus Subordinated Debt, less any amounts owing from any subsidiaries, Affiliates, employees or other related parties, less goodwill, investments, any write-up in the book value of any asset, inventory or other security appearing on the asset side of the balance sheet and any other assets deemed “intangibles” in accordance with GAAP. “Subordinated Debt” shall mean any indebtedness of a Person that has been subordinated to the indebtedness owed by such Person to the Bank, pursuant to a subordination agreement acceptable to the Bank.

Unless otherwise set forth herein, all calculations and determinations with respect to financial matters shall be made and prepared on a consolidated basis in accordance with GAAP, consistently applied and subject to normal year-end adjustments. All financial or accounting terms used herein shall bear the meanings ascribed to them under GAAP. Notwithstanding the foregoing, for purposes of determining compliance with any financial covenant contained herein, (i) the effects of FASB Accounting Standards Update 2016-02 (Topic 842) shall be disregarded, and (ii) operating leases shall not be reclassified as capital leases for financial covenant definition and calculation purposes despite the fact that Borrower is required (on a prospective or retroactive basis or otherwise) to report them as capital leases in its financial statements to be delivered pursuant to Section A.6.1.

6.3 Other Covenants. Until all Obligations of Borrower to Bank are indefeasibly paid in full, unless Bank waives compliance or otherwise consents, in each case, in writing:

(a) Operating Accounts. Borrower shall maintain one or more depository accounts with Bank. At the option of Bank, all interest payments and principal payments, reimbursements, and fees (including fees owing to third parties for services rendered in connection with the Credits, such as collateral field examinations, appraisals, among others) (collectively, “Expenses”), shall either be automatically deducted from Borrower’s account(s) maintained with Bank, or covered and/or paid through a Protective Advance. Borrower hereby acknowledges and agrees that Bank shall be permitted to make one or more Advances under the Line of Credit if in the reasonable discretion of Bank, any such Advance is required or advisable to cover or pay for any outstanding Expenses, and Borrower hereby agrees that any such Advance shall be deemed an Advance under this Letter Agreement and the Note as if it had been requested by Borrower (each such Advance, a “Protective Advance”); provided, that, absent an Event of Default, Borrower’s prior written consent shall be required before Bank makes any Protective Advance.

(b) Records; Inspection; Audits. Borrower and each Guarantor shall maintain adequate books and records in accordance with GAAP consistently applied, and shall permit Bank, or its agents or other representatives, at any reasonable time during normal business hours, to inspect, audit and examine such books and records, to make copies of the same and to inspect the properties of Borrower, all at Borrower’s sole cost and expense. Without limiting the foregoing, Bank (or its agent, consultant or representative) shall be entitled to perform field examinations and to conduct collateral audits, at Borrower’s expense, on at least an annual basis but in any event as often as Bank deems necessary, in order to verify any or all of the Collateral, and each such field examination and collateral audit must be satisfactory to Bank; provided, however, that Borrower shall only be responsible for the costs and expenses associated with a maximum of one (1) collateral audit performed in any calendar year, except when any default or Event of Default has occurred and is continuing.

 (c) Approvals; Compliance with Law. Borrower and each Guarantor shall obtain, preserve and maintain all governmental and other licenses, permits, approvals, rights, privileges and franchises necessary for the ownership of its properties and conduct of its business, and shall comply in all material respects with the requirements of all governmental laws, rules, regulations and orders applicable to it, its properties and/or its business.

(d) Taxes. Borrower and each Guarantor shall promptly pay and discharge all of its taxes, assessments and other governmental charges prior to the date on which penalties are attached thereto, establish adequate reserves for the payment of taxes and assessments and make all required withholding and other tax deposits. Nothing herein shall be interpreted to require the payment of any tax, assessment or charge so long as its validity is being contested in good faith and by appropriate proceedings diligently conducted, and Borrower and/or such Guarantor has established an adequate reserve for any such expense.

(e) Insurance. Borrower and each Corporate Guarantor shall maintain and keep in force insurance of the types and in amounts customarily carried in similar lines of business and with respect to similar assets and properties, and shall deliver to Bank from time to time at Bank’s request evidence of such insurance, together with a certification or endorsement naming Bank as lender loss payee, additional insured, mortgagee or otherwise as required by Bank.

(f) Maintenance of Properties. Borrower and each Guarantor shall keep and maintain the Collateral and all properties useful or necessary to its business in good repair and condition.

(g) Indebtedness. Borrower shall not create, assume, incur, guarantee, endorse (except endorsements in the course of collection), or permit or suffer to exist any indebtedness or other liabilities arising from any borrowing, loan or advance, except: (i) the Obligations in favor of Bank; (ii) open account trade debt incurred in the ordinary course of business and not past due; and (iii) otherwise as disclosed to Bank in writing prior to the date hereof.

(h) Liens. Borrower shall not create, assume, incur, or permit or suffer to exist any mortgage, pledge, encumbrance, charge, or other lien (each of the foregoing, a “Lien”) upon, or security interest in, all or any portion of its property, now owned or hereafter acquired, including pursuant to any conditional sales or other title retention agreement, except: (i) in favor of Bank; (ii) otherwise as disclosed to Bank in writing prior to the date hereof; and (iii) purchase money security interests in personal property existing or created when such property is acquired, provided that the principal amount of the indebtedness secured by each such security interest does not exceed the purchase price of the related property.

(i) Fundamental Changes. Neither Borrower nor any Guarantor shall liquidate or dissolve; nor convey, sell, transfer, lease, or sell and lease back, all or any substantial portion of its property, assets or business to any other entity; nor merge or consolidate with or into any other entity; nor divide or enter into a division plan; nor make any substantial change in the nature of its business as conducted on the date hereof. Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), in each case, pursuant to Chapter 18, Title 6, Section 18-217 of the Delaware Limited Liability Company Act, as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

(j) Change of Control. Borrower shall not permit (i) any change in its equity ownership that results in Assaf Ran failing to own, directly or indirectly, and free and clear of any lien or other encumbrance, 22.8% of the outstanding equity interest in Borrower, (ii) any change that results in a change in (a) the power to vote at least 51% of the outstanding shares of Borrower’s corporate stock, membership, or partnership interests, as applicable, or (b) the beneficial ownership of at least 51% of Borrower’s outstanding equity interests, or (ii) Assaf Ran for any reason to cease to be actively engaged in the day-to-day management of Borrower as its chief executive officer, chief financial officer, or chief operating officer, as the case may be.

(k) Cross-Default. Borrower shall not permit the occurrence of any default or event of default under that certain revolving credit facility issued by Webster Bank to Corporate Guarantor which default or event of default permits Webster Bank to accelerate or demand repayment of all outstanding amounts and obligations under such facility. Any such default or event of default shall constitute an immediate default under this Line and this Letter Agreement without cure or a grace period.

(l) [Reserved].

(m) Redemptions; Distributions. Borrower shall not declare or pay any dividends or other distributions on or with respect to any class of its equity, or purchase, redeem, acquire or retire any of Borrower’s equity interests (each, a “Restricted Payment”); provided, however, Borrower may make Restricted Payments so long as (i) no default or Event of Default has occurred and is continuing or would result therefrom, and (ii) immediately prior and after giving effect to such Restricted Payment, Borrower and Guarantor are in compliance with the Financial Covenants set forth in Section A.6.2 hereof.

(n) Transactions With Affiliates. Neither Borrower nor Guarantor shall enter into or be a party to any transaction including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate unless such transaction is: (i) otherwise permitted by the terms of this Letter Agreement; (ii) in the ordinary course of business; and (iii) on fair and reasonable terms no less favorable to it than those that would have been obtained in a comparable transaction on an arm’s length basis from an unrelated Person.

(o) Material Contracts. Neither Borrower nor Corporate Guarantor shall amend, supplement or otherwise modify (pursuant to a waiver or otherwise): (i) its articles of incorporation, certificate of designation, operating agreement, bylaws or other organizational document, in any respect materially adverse to the interests of Bank, without Bank’s prior written consent, not to be unreasonably withheld.

B. Loan Documents. Borrower and each other Credit Party will be required to execute or cause to be delivered to Bank such instruments and documents and assurances including all documents governing, securing, guarantying or evidencing the Line of Credit described herein (as each such document may be amended, restated, supplemented, extended, renewed, replaced or otherwise modified from time to time, the “Loan Documents”) as Bank might request in connection with the credit accommodations provided for herein on the basis outlined above, and Borrower will be required to take such other actions in connection with such credit accommodations as Bank might reasonably request. All such instruments and documents required hereby and all procedures in connection herewith shall be subject to Bank’s approval and the approval of Bank’s counsel as to form and substance. This letter (“Letter Agreement”) shall constitute a Loan Document. Any event of default under a Loan Document shall, at the option of Bank, constitute an “Event of Default” hereunder and under the Note and each other Loan Document (subject, in the case of a breach or default hereunder, to any explicit notice and or grace periods (if any) set forth in such other Loan Documents which may apply to the applicable breach or default hereof). In addition, the credit accommodations provided for herein and in the other Loan Documents shall be cross-collateralized and cross-defaulted with all other present and future credit accommodations which have been or may be extended by Bank to Borrower and/or Guarantor.

C. Conditions.

1. Conditions Precedent. The effectiveness of the Line is subject to the satisfaction of the following conditions precedent as of the date hereof:

1.1 Loan Documents. Bank shall have received from Borrower a complete and duly executed copy (with original to follow) of each of the Loan Documents, including:

(a) This Letter Agreement;

(b) The Note;

(c) Guaranties of each Guarantor;

(d) Security Agreement of Borrower;

(e) Evidence of the filing of UCC Financing Statements;

(f) A Beneficial Ownership Certification completed by each Borrower and Corporate Guarantor that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation; and

(g) such other documents as Bank or its counsel may reasonably request.

1.2 Organizational Documents. Bank shall have received for each Credit Party, a certified copy of its governing documents, authorizing resolutions passed by its governing board or members, incumbency certificates, and good standing certificates and opinions of counsel to Borrower and each Guarantor.

1.3 Diligence. Bank shall have completed its due diligence, including receipt and review of all appropriate lien, tax, judgment and litigation searches.

2. Post Closing. Borrower agrees to deliver to Bank each of the following items, and acknowledges and agrees that the failure to so deliver by such date any such item (in form and substance satisfactory to Bank) shall, at the option of Bank, constitute an Event of Default under the Loan Documents:

(a) On or prior to 5:00 p.m. (New York City time) on December 15, 2025 (or such later date as Bank may agree in writing in its sole discretion), evidence, in form and substance satisfactory to Bank, that the Bond Debt has been repaid in full.

(b) Within thirty (30) days of the date of this Letter Agreement, Landlord Waivers/other collateral access agreements, if any, as required by the terms hereof; and

(c) Within thirty (30) days of the date of this Letter Agreement, evidence, in form and substance satisfactory to Bank, that Borrower has fully closed all deposit accounts it maintains at Webster Bank.

3. Conditions to each Extension of Credit. In addition to the satisfaction of each of the conditions precedent above, the making of any Advance under the Line is subject to the satisfaction of each of the following conditions precedent:

3.1 Bank shall have received a borrowing notice or request in the form required;

3.2 the representations and warranties of Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects (except to the extent already qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of that borrowing date;

3.3 as of such borrowing date, no event shall have occurred and be continuing or would result from the extension of such Credit that could constitute an Event of Default (as defined in the Note and any other Loan Document); and

3.4 after giving effect to the extension of such Credit on such borrowing date, there is no violation of the Borrowing Base or other limitations set forth herein.

D. Miscellaneous.

1. Governing Law. This Letter Agreement and each extension of credit hereunder shall be governed by, and construed in accordance with, the laws of the State of New York without regard to any principles of conflicts of laws which would or might make the laws of any other jurisdiction applicable.

2. Venue; Jurisdiction. Any legal suit, action or proceeding against Bank or Borrower or any other Credit Party arising out of or relating to this Letter Agreement or any of the Loan Documents shall be instituted in any Federal or state court located in New York County, New York. Borrower and each other Credit Party agrees such courts shall have exclusive jurisdiction in any suit, action or proceeding between Borrower and/or such Credit Party and Bank, and Borrower and each other Credit Party further waives any objection which it may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding between Borrower and/or such other Credit Party and Bank, and hereby irrevocably submits to the jurisdiction of any such court. Borrower and each other Credit Party does hereby agree that service of process upon Borrower or such other Credit Party at its notice address as set forth herein by registered mail, return receipt requested, shall be deemed in every respect effective service of process upon Borrower and such Credit Party in any such suit, action or proceeding at the time received or refused by Borrower and such Credit Party and shall constitute “personal delivery” thereof as defined in section 308(1) of New York’s Civil Practice Law and Rules (or any amendment thereto). Nothing contained herein shall affect the right of Bank to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Borrower or any other Credit Party in any other jurisdictions.

3. WAIVER OF JURY TRIAL. EACH CREDIT PARTY (a) KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES EACH RIGHT HE, SHE OR IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO, AND IN, ANY ACTION OR OTHER LEGAL PROCEEDING OF ANY NATURE, RELATING TO (i) THIS LETTER AGREEMENT, ANY CREDIT ACCOMMODATION PROVIDED WITH RESPECT HERETO, OR ANY OTHER LOAN DOCUMENT, (ii) ANY TRANSACTION CONTEMPLATED IN ANY SUCH LOAN DOCUMENTS OR (iii) ANY NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THIS LETTER AGREEMENT, ANY OF THE OBLIGATIONS EVIDENCED HEREBY, ANY COLLATERAL THEREFOR OR ANY OTHER LOAN DOCUMENT AND (b) CERTIFIES THAT (i) NEITHER BANK, ANY AFFILIATE OF BANK NOR ANY REPRESENTATIVE OF BANK OR ANY SUCH AFFILIATE HAS REPRESENTED TO SUCH CREDIT PARTY THAT BANK OR ANY SUCH AFFILIATE WILL NOT SEEK TO ENFORCE THE WAIVER MADE BY SUCH CREDIT PARTY IN THIS PARAGRAPH, AND (ii) HE, SHE OR IT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE NEGOTIATION, DRAFTING AND SIGNING OF THIS LETTER AGREEMENT AS NECESSARY AND APPROPRIATE BY INDEPENDENT LEGAL COUNSEL.

4. [Reserved]

5. Notices. All notices, requests and demands which any party is required or may desire to give to any other party under any provision of this Letter Agreement or any other Loan Document must be in writing or by any telecommunication device capable of creating a written record (including electronic mail), delivered to Borrower at its address first set forth above, to Bank at its address at 350 Madison Avenue, New York, NY 10017, Attention: Robert Finn, with a copy of any notices of default or litigation to Valley National Bank, 70 Speedwell Avenue, Morristown, NJ 07960, Attention: Legal Department or to such other address as any party may designate by written notice to all other parties. Each such notice, request and demand shall be deemed given or made as follows: (a) if sent by hand delivery, upon delivery; (b) if sent by mail, upon the earlier of the date of receipt or three (3) days after deposit in the U.S. mail, first class and postage prepaid; and (c) if delivered by electronic mail or any other telecommunications device, when transmitted to an electronic mail address (or by another means of electronic delivery) as provided pursuant hereto.

6. Costs and Expenses. Borrower shall reimburse Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, whether or not collection is instituted hereon, including outside attorneys’ fees expended or incurred by Bank in connection with (a) the negotiation and preparation of this Letter Agreement and the other Loan Documents, Bank’s continued administration hereof and thereof, and the preparation of amendments and waivers hereto and thereto, including all costs incidental thereto and costs of protection and preservation of collateral, (b) the enforcement of Bank’s rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including any action for declaratory relief, whether incurred at the trial or appellate level, in any civil action, lawsuit, arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including any adversary proceeding, contested matter or motion brought by Bank or any other Person) relating to Borrower or any other Person, all of which shall be reasonable.

7. Entire Agreement. This Letter Agreement and the other Loan Documents constitute the entire agreement between Borrower, each Guarantor, and Bank with respect to each Credit subject hereto and supersede all prior written and oral negotiations, representations, promises, communications and agreements concerning the subject matter hereof. Borrower and Bank agree that any inconsistency or discrepancy between the provisions of this Letter Agreement and any Loan Document or any other documentation evidencing or governing the Obligations shall be resolved in the manner most favorable to Bank.

8. Severability. The provisions of this Letter Agreement and each other Loan Document are severable and if any provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall not in any manner affect or invalidate such provision in any other jurisdiction or any other provision of any of the Loan Documents in any jurisdiction.

9. Limitation of Liability. To the fullest extent permitted by applicable law, no party hereto shall assert, and each party hereby waives any claim against the other parties, on any theory of liability, for special, indirect, consequential or punitive damages arising out of, in connection with or as a result of, this Letter Agreement, any of the other Loan Documents, the transactions contemplated hereby or thereby or any extension of Credit or the use of the proceeds thereof.

10. Amendments, Modifications, Etc. No amendment, modification or waiver of any provision of this Letter Agreement or any of the Loan Documents, nor consent to any departure by Borrower or any Guarantor therefrom shall be effective unless the same shall be in writing and signed by Bank or other parties to be charged, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, Bank may modify this Letter Agreement or any of the other Loan Documents for the purposes of completing missing content or correcting erroneous administrative content, without the need for a written amendment, provided that Bank shall promptly send a copy of any such modification to Borrower and all Guarantors.

11. No Waiver; Remedies. No failure on the part of Bank to exercise, and no delay in exercising any right hereunder or under any of the Loan Documents shall operate as a waiver thereof nor shall any single or partial exercise by Bank of any right or remedy hereunder or under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies herein provided or contained in any of the Loan Documents are cumulative and not exclusive of any other remedies provided hereunder or by any other instrument or document or under applicable law.

12. Successors and Assigns; Assignments. This Letter Agreement, the Loan Documents and the terms hereof and thereof shall be binding upon and inure to the benefit of Bank and its successors and assigns, including subsequent holders hereof or thereof, and Borrower, each Guarantor and their respective legal representatives, successors and assigns; provided, however that Borrower may not assign or transfer its interests or rights hereunder or under any of the Loan Documents (whether by operation of law or otherwise) without Bank’s prior written consent, which Bank may withhold, for any reason or no reason. Bank reserves the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in, Bank’s rights and benefits hereunder and under any or all of the other Loan Documents. In connection therewith, Bank may disclose all documents and information which Bank now has or hereafter may acquire relating to any Credit, Borrower, Guarantor or their respective business or any Collateral.

13. Counterparts; Electronic Transmission. This Letter Agreement may be executed in any number of counterparts, each of which, when so executed, shall be deemed to be an original and all of which, taken together, shall constitute one and the same Letter Agreement. Delivery of any executed counterpart of this Letter Agreement by electronic transmission shall be effective as delivery of a manually executed counterpart hereof. Information and documents relating to this Letter Agreement and the Credits provided for herein may be transmitted through electronic means. This Letter Agreement may be executed and authenticated by each party by electronic or digital means, and each party hereto expressly consents to the use of an electronic version of this agreement to embody the entire agreement and understanding between us. An authorized, electronically-affixed or digitally-affixed signature, when received shall be binding for all purposes as if an original signature.

14. Patriot Act. Bank hereby notifies you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”), Bank is required to obtain, verify and record information that identifies Borrower and any Guarantor, which information includes the name, address, tax identification number and other information regarding Borrower and any Guarantor that will allow Bank to identify Borrower and any Guarantor in accordance with the Patriot Act. In that connection, Bank may also request corporate formation documents, or other forms of identification, to verify information provided.

15. Certain Taxes. The principal of and the interest on the Obligations, and any other amounts owed hereunder or under any other Loan Document for fees, costs, or otherwise, are payable in lawful money of the United States of America without deduction for or on account of any present or future tax, duty or other charge levied or imposed on any note or other Loan Document or the proceeds thereof or the holder thereof by any government or any political subdivision thereof or by any other jurisdiction, or by any political subdivision thereof, from which any payment due with respect thereto is remitted or on account of any other restrictions and conditions of whatever nature, except as required by applicable law or regulation. If any such tax, duty or other charge is required to be deducted or withheld by law or regulation from any amount payable hereunder or under any other Loan Document, Borrower shall pay Bank such additional amounts (including any penalties and interest thereon) as may be necessary so that the amount actually received by Bank is equal to the full amount payable hereunder or under such other Loan Document had no such withholding or deduction been made. Borrower shall furnish to Bank all tax receipts for withholding taxes, if any, paid on behalf of Bank within sixty (60) days of the payment of such tax. Should Borrower not furnish the tax receipts within ninety (90) days of the due date of payment of such taxes, Borrower shall pay Bank a tax reimbursement equivalent to the amount of withholding tax due.

16. No Third-Party Reliance. The agreements of Bank hereunder and under the Loan Documents are made solely for the benefit of Borrower and the benefit of Bank, as applicable, and may not be relied upon or enforced by any other Person. Please note that those matters that are not covered or made clear herein are subject to mutual agreement of the parties.

17. No Fiduciary Duty. Borrower hereby acknowledges that Bank is acting pursuant to a contractual relationship on an arm’s-length basis, and the parties hereto do not intend that Bank act or be responsible as a fiduciary to Borrower, Borrower’s management, stockholders, creditors or any other Person. Borrower and Bank hereby expressly disclaim any fiduciary relationship and agree each party is responsible for making its own independent judgments with respect to any transactions entered into between the parties. Borrower also hereby acknowledges that Bank has not advised and is not advising you as to any legal, accounting, regulatory or tax matters, and that Borrower is consulting its own advisors concerning such matters to the extent Borrower deems it appropriate.

18. Indemnity. Borrower agrees to indemnify each of Bank, each legal entity, if any, who controls, is controlled by or is under common control with Bank, and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any Person (including any Person claiming derivatively on behalf of Borrower), whether in connection with or arising out of or relating to (a) the matters referred to in this Letter Agreement or in the other Loan Documents or the use of any advance hereunder, (b) any breach of a representation, warranty or covenant by Borrower, or (c) any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided, however, that the foregoing indemnity agreement shall not apply to any claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party’s gross negligence or willful misconduct, as determined by a final and non-appealable decision of a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Letter Agreement and any other Loan Documents, payment of any advance hereunder and the assignment of any rights hereunder, or entry of judgment hereon. Borrower may participate at its expense in the defense of any such action or claim.

19. Further Assurances; Corrections of Defects. Borrower and Guarantor intending to be legally bound hereby, agrees to promptly correct any defect, error or omission, upon the request of Bank, which may be discovered in the contents of any of the Loan Documents, or in the execution or acknowledgement hereof, and Borrower and Guarantor will execute, or re-execute, acknowledge and deliver such further instruments and do such further acts as may be necessary or as may be reasonably requested by Bank to satisfy the terms and conditions of the Loan Documents, and all documents executed in connection therewith, including but not limited to the recording, filing or perfecting of any document given for securing and perfecting liens, mortgages, security interests and interests to secure the obligations evidenced by the Loan Documents.

20. Publicity. Bank may (a) publish in any trade or other publication or otherwise publicize to any third party (including its Affiliates) a tombstone, article, press release or similar material relating to the financing transactions contemplated by this Letter Agreement and the Loan Documents (including the use of company logos) and (b) provide to industry trade organizations related information necessary and customary for inclusion in league table measurements.

21. Sole Discretion of Bank. Whenever pursuant to this Letter Agreement (A) Bank exercises any right to approve or disapprove or to give or withhold its consent, (B) any arrangement or term is to be satisfactory to Bank, or (C) any other selection, option, decision or any other determination is to be made by Bank, Bank may give, withhold or make such approval or consent, selection, option, decision, determine whether or not such arrangement or term is satisfactory, and make all other decisions or determinations, in Bank’s sole and absolute discretion, and Bank’s decision shall be final and conclusive, in each case, except where this Letter Agreement expressly provides to the contrary. If Borrower shall seek the consent or approval of Bank pursuant to this Letter Agreement and Bank shall fail or refuse to give such consent or approval, Borrower shall not be entitled to any damages for any withholding of such approval or consent by Bank.

22. Interpretation. In this Letter Agreement, unless Bank and Borrower otherwise agree in writing, (a) the singular includes the plural and the plural the singular; (b) references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; (c) the word “or” shall be deemed to include “and/or”, the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”; (d) references to sections or exhibits are to those of this Letter Agreement; (e) terms defined in Article 9 of the UCC of the State of New York and not otherwise defined in such Agreement are used as defined in such Article; (f) references to any agreement refer to that agreement as from time to time amended, restated, supplemented, extended, renewed, replaced or otherwise modified or as the terms of such agreement are waived or modified in accordance with its terms; (g) references to any Person include that Person’s permitted successors and assigns; and (h) terms in one gender include the parallel terms in the neuter and opposite gender. Section headings in this Letter Agreement are included for convenience of reference only and shall not constitute a part of this Letter Agreement for any other purpose. If this Letter Agreement or the Note is executed by more than one party as Borrower, the obligations of such Persons or entities will be joint and several.

23. General Definitions. The following terms used in this Letter Agreement, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote 20% or more of the securities having ordinary voting power for the election of directors of such Person, or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

“Bond Debt” indebtedness owing by Borrower pursuant to that certain Indenture, dated April 25, 2016, among Borrower, as issuer, Corporate Guarantor, as guarantor, and ClearTrust, LLC (as successor to Worldwide Stock Transfer, LLC), as indenture trustee.

“Permitted Discretion” means a determination made by Bank in the exercise of reasonable (from the perspective of a secured bank lender) business judgment.

“Person” shall mean and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, or other organizations, whether or not legal entities.

“UCC” shall mean Article 8-102 of the Uniform Commercial Code as adopted in New York as of the date of this Letter Agreement and as modified or amended from time to time.

Please indicate your acceptance of the provisions hereof by signing the enclosed copy of this Letter Agreement, and returning it to Robert Finn, Valley National Bank, 350 Madison Avenue, New York, NY 10017, at or before 5:00 p.m. (New York City time) on December __, 2025, the time at which the terms set forth herein (if not so accepted prior thereto) will be deemed to be withdrawn.

[No further text on this page; signatures follow]

We appreciate the opportunity to work with you on this transaction.

AGREED TO THIS

12th day of December, 2025

MBC FUNDING II CORP.,

a New York corporation

Each undersigned Guarantor hereby acknowledges and consents to the terms of this Letter Agreement and agrees to be bound hereby.

MANHATTAN BRIDGE CAPITAL, INC.

Schedule A.5.14

ORGANIZATIONAL STRUCTURE

MBC Funding II Corp. is a New York corporation and a wholly-owned subsidiary of Manhattan Bridge Capital, Inc. MBC Funding II Corp. was formed as a special-purpose financing subsidiary and operates from the Company’s principal offices located at 60 Cutter Mill Road, Great Neck, New York 11021. All of the issued and outstanding shares of MBC Funding II Corp. are owned directly by Manhattan Bridge Capital, Inc.

Manhattan Bridge Capital, Inc. is a publicly-traded New York corporation listed on Nasdaq under the symbol “LOAN.” The company has no parent entity and is owned by its public shareholders. Manhattan Bridge Capital, Inc.’s principal executive offices are located at 60 Cutter Mill Road, Suite 205, Great Neck, New York 11021. It directly owns 100% of the equity interests in MBC Funding II Corp. and does not have any other subsidiaries or affiliated entities that form part of the borrowing structure.

Schedule A.5.15

PERFECTION INFORMATION

[See Attached]

Exhibit A

COMPLIANCE CERTIFICATE

Dated as of [___________]

VALLEY NATIONAL BANK

350 Madison Avenue

New York, NY 10017

Attention: Robert Finn

Re: MBC FUNDING II CORP. (the “Borrower”)

This Compliance Certificate (this “Certificate”) is delivered pursuant to the Loan Documents in place between Valley National Bank (the “Bank”) and the Borrower.

The undersigned officer of the Borrower hereby certifies, on behalf of the Borrower, that:

1. I am the duly elected, qualified and acting _________________ of the Borrower, and in such capacity I am responsible for the management of the financial affairs and the preparation of financial statements of the Borrower. I have, together with other officers and other management personnel, acted on behalf of Borrower in connection with the transactions contemplated by the Loan Documents.

2. I am a duly authorized and appointed authorized signatory of the Borrower, authorized to execute and deliver this Certificate on behalf of the Borrower.

3. I have reviewed the terms of the Loan Documents and the contents of this Certificate and I have made, or have caused to be made under my supervision, a review, in reasonable detail, of the transactions and conditions of Borrower (and its subsidiaries, if any) during the accounting period covered by the financial statements delivered with this Certificate.

4. Attached to this Certificate as Exhibit A are the financial statements required to be delivered pursuant to the Loan Documents and such financial statements are correct and complete and fairly present, in all material respects, in accordance with GAAP (or IFRS, if applicable) the financial position and the results of operations of Borrower and its subsidiaries as of the dates of and for the periods covered by such financial statements (subject to normal year-end adjustments and the absence of required footnote disclosures).

5. Attached hereto as Exhibit B are true and accurate computations demonstrating compliance with each of the financial covenants set forth in the Loan Documents as of the end of the most recent fiscal period covered by the attached financial statements.

6. A review of the activities of the Borrower and its subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower and its subsidiaries performed and observed all its obligations under the Loan Documents, and

[select one:]

[to the knowledge of the undersigned, during such fiscal period the Borrower and each Guarantor, or related party performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default or Event of Default has occurred and is continuing.]

[or]

the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:] [DESCRIBE in detail the nature of the condition or event, the period which it has existed and the action the Borrower or related parties have taken, are taking, or propose to take with respect to each such condition or event:]

7. The representations and warranties of the Borrower and related parties contained in the Loan Documents are true and correct in all material respect (and true and correct in all respects, in the case of any representations and warranties qualified by materiality) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date.

8. Borrower understands that the extension of credit to Borrower and other agreements of Bank under the Loan Documents are made in reliance upon the information contained herein.

IN WITNESS WHEREOF, the undersigned has executed this instrument in his/her official capacity as described below, and not individually, as of the date first above written.

Exhibit A – Financial Statements Delivered with Compliance Certificate

Exhibit B –Financial Covenant Calculations

Below is evidence of Borrower’s compliance with the financial covenants set forth in the loan documents for the applicable fiscal period(s) then ended (including detailed calculations necessary to show such compliance):

Minimum Fixed Charge Coverage Ratio (Borrower):

Minimum Fixed Charge Coverage Ratio (Corporate Guarantor):

Maximum Balance Sheet Leverage (Borrower):

Maximum Balance Sheet Leverage (Corporate Guarantor):

Exhibit 10.2

EXECUTION VERSION

LINE OF CREDIT NOTE

(COMMITTED)

FOR VALUE RECEIVED, MBC FUNDING II CORP., a corporation organized under the laws of the State of New York, with its principal place of business at MBC FUNDING II CORP., a New York corporation (the “Borrower”), promises to pay to the order of VALLEY NATIONAL BANK (the “Bank”), in lawful money and in immediately available funds, at its offices at 350 Madison Avenue, New York, NY 10017, or at such other place as the holder hereof may designate, the principal sum of Ten Million Dollars and 00/100 Dollars ($10,000,000.00), or such lesser amount as may be advanced and be outstanding to or for the benefit of Borrower hereunder, together with interest accruing thereon from the date advanced until paid in full, as set forth herein.

1. Line of Credit Advances. Borrower may from time to time prior to the Maturity Date borrow, partially or wholly repay, and re-borrow hereunder, advances up to the Maximum Line of Credit Amount (as defined herein), subject to the terms and conditions of this Line of Credit Note (“Note”) and the other Loan Documents (as defined herein) (“Line of Credit”). The “Maturity Date” shall mean the earlier to occur of (i) December 12, 2027 and (ii) the acceleration of the maturity of the amounts due hereunder upon an Event of Default (as defined herein), or such later date as may be designated by Bank in its sole discretion by written notice to Borrower. Borrower acknowledges and agrees that in no event will Bank be under any obligation to extend or renew the Line of Credit or this Note beyond the Maturity Date. The “Maximum Line of Credit Amount” shall mean $10,000,000. In no event shall the aggregate unpaid principal amount of advances under this Note (together with any other credit accommodations under the Line of Credit, including the sum of the undrawn stated amount of, plus unreimbursed draws under, any letters of credit) exceed, as of any date of determination, the lesser of (x) the face amount of this Note and (y) the Maximum Line of Credit Amount. In the event of any such occurrence, the amount of such excess shall be immediately due and payable without necessity of demand, and whether or not any Event of Default shall have occurred hereunder. This Note, all advances hereunder and other credit accommodations under the Line of Credit, may be made subject to certain Borrowing Base provisions set forth in the Loan Documents (which provisions shall be deemed to be incorporated herein and made a part hereof), including without limitation the terms of any such Loan Documents limiting the maximum permitted amount of advances hereunder, and providing for certain mandatory prepayments with respect thereto.

2. Advance Procedures. Borrower shall request advances under this Note by providing written notice to Bank prior to 11:00 a.m. (New York time) one (1) Business Day prior to the date of the proposed borrowing which shall be a Business Day. If permitted by Bank, a request for advance may be made by facsimile or electronic mail, with such confirmation or verification (if any) in writing or otherwise as Bank may require in its discretion from time to time. Further, Borrower hereby agrees to indemnify and hold Bank harmless from and against any and all damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) which may arise or be created by the acceptance of such facsimile and electronic requests or by the making of such advances. Bank shall have no obligation to determine whether any person requesting an advance is or has been authorized by Borrower to do so. Bank will enter on its books and records, which entry when made will be presumed correct absent manifest error, the date and amount of each advance, as well as the date and amount of each payment made by Borrower. Without limitation of the foregoing, each drawing paid by Bank under any letter of credit issued under the Line of Credit shall in Bank’s discretion be deemed an advance under the Line of Credit. Each borrowing of advances under the Line of Credit shall be in an amount equal to or greater than $50,000.

VNB FORM – Line of Credit Note (Term SOFR) (All Regions 10/26/2021)

3. Interest Rate.

3.1 Interest Rate - Definitions. For purposes hereof, the following terms shall have the following meanings:

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which banks in New York City are required or permitted to close; provided, when used in connection with determining Term SOFR, the term “Business Day” shall also exclude any day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“Floor” means a rate of interest equal to 3.00%

“Interest Period” shall mean as to any advance hereunder, the period of one (1) month (subject to availability thereof), with the initial Interest Period commencing on the date of the first disbursement of an advance hereunder, and each subsequent Interest Period commencing on the last day of the immediately preceding Interest Period; provided that (i) if an Interest Period would end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day, (ii) the final Interest Period shall commence on the last day of the immediately preceding Interest Period, and end on the Maturity Date, and (iii) any Interest Period that begins on the last Business Day of a calendar month (or a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.

“SOFR” means a rate per annum equal to the secured overnight financing rate for such Business Day published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org (or any successor source for the secured overnight financing rate identified as such by the administrator of the secured overnight financing rate from time to time).

“SOFR Advance” shall mean an advance that bears interest at a rate based on Term SOFR.

“Term SOFR” shall mean, for any calculation with respect to a SOFR Advance, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date (defined below) with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding Business Day is not more than three (3) Business Days prior to such Periodic Term SOFR Determination Day; provided, further, that if Term SOFR determined as provided above shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

“Term SOFR Administrator” shall mean CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Bank in its reasonable discretion).

“Term SOFR Reference Rate” shall mean the forward-looking term rate based on SOFR.

“Wall Street Journal Prime Rate” or “Prime Rate” shall mean the rate of interest designated as the “Prime Rate” which appears in each publication of The Wall Street Journal under the designation entitled “Money Rates.” This rate of interest fluctuates and is subject to change without prior notice. If and when the Wall Street Journal Prime Rate changes, the rate of interest on this Note will automatically change effective on the date of any such change, without notice to Borrower. In the event that the Wall Street Journal Prime Rate cannot be ascertained from publication of The Wall Street Journal, the rate of interest which shall be used in substitution thereof and until such time as the Wall Street Journal Prime Rate can be ascertained by reference to The Wall Street Journal shall be a rate equal to the average of the prime rate of interest announced from time to time by three (3) New York banks selected by Bank in its sole and absolute discretion.

3.2 Rate of Interest. Advances outstanding under this Note shall bear interest at a fluctuating rate per annum equal to 2.95% above the Term SOFR in effect on the first day of the applicable Interest Period; provided, however, that in no event shall the interest rate applicable to advances hereunder be less than 2.95% per annum.

Upon Borrower’s request, Bank shall give notice to Borrower of the Term SOFR as determined or adjusted for each Interest Period in accordance herewith, which determination or adjustment shall be conclusive absent manifest error. All interest hereunder on any advance shall be computed on a daily basis based upon the outstanding principal amount of such advance as of the applicable date of determination.

In the event Bank shall have determined that by reason of circumstances affecting the Term SOFR, adequate and reasonable means do not exist for ascertaining the Term SOFR for any Interest Period with respect to any advance hereunder, the per annum rate of interest (the “Alternate Rate”) applicable to such advance during such Interest Period shall be one of the Alternative Rates (to the extent ascertainable) as agreed between Bank and Borrower, subject to the minimum rate of interest specified in the first paragraph of this Section.

If, after the date of this Note, Bank shall determine (which determination shall be final and conclusive) that any Change in Law (defined below) shall make it impossible or unlawful for Bank to make, fund or maintain SOFR Advances, then Bank shall notify Borrower. From the date of such notice until Bank notifies Borrower that the circumstances giving rise to such determination no longer apply, then (i) any obligation of Bank contained herein or in any agreement of Bank to make available SOFR Advances shall immediately be suspended, and (ii) any such SOFR Advances then outstanding shall instead bear interest, at Bank’s option, at the Alternate Rate, such change taking effect either (x) on the last day of the then current Interest Period if Bank may lawfully continue to maintain SOFR Advances to such day, or (y) immediately if Bank may not lawfully continue to maintain SOFR Advances. Upon the occurrence of any of the foregoing events, Borrower shall pay to Bank immediately upon demand such amounts as may be necessary to compensate Bank for any fines, fees, charges, penalties or other costs incurred or payable by Bank as a result thereof and which are attributable to any SOFR Advances made available to Borrower hereunder, and any reasonable allocation made by Bank among its operations shall be conclusive and binding upon Borrower.

Interest hereunder will be calculated based on the actual number of days that principal is outstanding over a year of 360 days. In no event will the rate of interest hereunder exceed the maximum rate allowed by law.

3.3 Term SOFR Conforming Changes. In connection with the use or administration of Term SOFR, Bank shall have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of Borrower or any other party to any other Loan Document. Bank shall promptly notify Borrower of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

3.4 Benchmark Replacement Setting. Notwithstanding anything to the contrary herein or in any other Loan Document:

(a) Replacing Benchmarks. Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the tenth (10th) Business Day after the date notice of such Benchmark Replacement is provided to Borrower without any amendment to this Note or any other Loan Document, or further action or consent of Borrower. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, Borrower may revoke any request for a borrowing of, or continuation of advances to be made or continued that would bear interest by reference to such Benchmark until Borrower’s receipt of notice from Bank that a Benchmark Replacement has replaced such Benchmark, and, failing that, Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to advances bearing interest at the Prime Rate.

(b) Subsequent Rate Conversion. At any time following the effectiveness of a Benchmark Replacement in accordance with this Section, Bank shall have the right, by providing written notice to Borrower, to convert the then-current Benchmark to a different Alternative Rate in accordance with and subject to the conditions set forth in clause (1) of the definition of “Benchmark Replacement.” Such Alternative Rate shall be deemed to be a “Benchmark Replacement” hereunder and will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the tenth (10th) Business Day after the date notice of such Benchmark Replacement is provided to Borrower without any amendment to this Note or any other Loan Document, or further action or consent of Borrower.

(c) Benchmark Replacement Conforming Changes. In connection with the implementation and administration of a Benchmark Replacement, Bank will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Note or such other Loan Document.

(d) Notices; Standards for Decisions and Determinations. Bank will promptly notify Borrower of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes; provided that any failure to so notify will not affect Bank’s rights hereunder. Any determination, decision or election that may be made by Bank pursuant to this Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section.

(e) Unavailability of Tenor of Benchmark. At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate), then Bank may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (ii) Bank may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings.

(f) Disclaimer. Bank does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the administration, submission, calculation of or any other matter related to the rates in the definition of “Term SOFR” or with respect to any component definition thereof or rates referenced in the definition thereof or any alternative, comparable or successor rate thereto (including any Benchmark or any Benchmark Replacement or the effect, implementation or composition of any Conforming Changes (defined above)) and including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant hereto, will be similar to, or produce the same value or economic equivalence of, such Benchmark or any other Benchmark or have the same volume or liquidity as did such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the impact or effect of such alternative, successor or replacement reference rate or Conforming Changes on any other financial products or agreements in effect or offered to any obligor or any of their respective affiliates, including, without limitation, any Swap Obligation or Hedging Agreement (as defined in the Loan Documents).

(g) Definitions.

“Available Tenor” shall mean, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Note as of such date.

“Benchmark” shall mean, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, the “Benchmark” shall mean the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.

“Benchmark Replacement” shall mean, for any Available Tenor:

(1) For purposes of clause (a) or (b) of this Section, any of the alternative rates set forth below, in any combination of choices or in such order of priority as Bank shall determine in its sole and absolute discretion and which is (i) administratively feasible for Bank to establish and provide to its customers and (ii) a primary rate being utilized by banks in the New York lending market (each, an “Alternative Rate”):

(i) the sum of: (i) Daily Simple SOFR and (ii) an adjustment (which may be a positive or negative value or zero) that has been selected by Bank, giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated or bilateral credit facilities at such time; or

(ii) the sum of (i) Daily Compounded SOFR and (ii) an adjustment (which may be a positive or negative value or zero) that has been selected by Bank, giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated or bilateral credit facilities at such time; or

(iii) the sum of (i) any SOFR Average and (ii) an adjustment (which may be a positive or negative value or zero) that has been selected by Bank, giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated or bilateral credit facilities at such time; or

(iv) any other reference rate reasonably selected by Bank that Bank in its sole discretion commences to offer to its customers generally; or

(v) if no available reference rate satisfies the requirements set forth in this paragraph 1 and in the provisos below, the Prime Rate;

provided that, in the case of clauses 1(iii) or 1(iv) above, the relevant Alternative Rate is displayed on a screen or other information service selected by Bank in its reasonable discretion;

provided, further, that in the event any of the advances is hedged pursuant to one or more Swap Agreements (the “Hedged Exposure”), then the Benchmark Replacement for such Hedged Exposure shall have the meaning in effect from time to time ascribed to the “Floating Rate Option” under the relevant Confirmation(s) (as each of such terms is defined in the related Swap Agreement); and

provided, further, that, if the Benchmark Replacement as determined pursuant to clause (1) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Note and the other Loan Documents.

“Benchmark Replacement Date” shall mean the earliest to occur of the following events with respect to the then-current Benchmark: (a) in the case of clause (a) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark permanently or indefinitely ceases to provide all Available Tenors of such Benchmark; or (b) in the case of clause (b) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark has been determined and announced by or on behalf of the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark to be non-representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored; provided that such non-representativeness, non-compliance or non-alignment will be determined by reference to the most recent statement or publication referenced in such clause (b) and even if any Available Tenor of such Benchmark continues to be provided on such date. For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark.

“Benchmark Transition Event” shall mean, with respect to any then-current Benchmark, the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark or (b) all Available Tenors of such Benchmark are or will no longer be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored.

“Conforming Changes” shall mean, with respect to either the use or administration of Term SOFR, or with respect to the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including without limitation changes to the definition of “Prime Rate”, the definition of “Business Day,” the definition of “Interest Period” or any similar or analogous definition, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that Bank decides in its sole discretion may be necessary or appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by Bank in a manner substantially consistent with market practice (or, if Bank decides that adoption of any portion of such market practice is not administratively feasible or if Bank determines that no market practice for the administration of any such rate exists, in such other manner of administration as Bank reasonably decides is necessary in connection with the administration of this Note and the other Loan Documents).

“Daily Compounded SOFR” shall mean, for any day, SOFR, with interest accruing on a compounded daily basis, with the methodology and conventions for this rate (which will include compounding in arrears with a lookback) being established by Bank in accordance with the methodology and conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Compounded SOFR” for bilateral business loans; provided, that if Bank decides that any such convention is not administratively feasible for Bank, then Bank may establish another convention in its reasonable discretion.

“Daily Simple SOFR” shall mean, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by Bank in accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for bilateral business loans; provided, that if Bank decides that any such convention is not administratively feasible for Bank, then Bank may establish another convention in its reasonable discretion.

“Relevant Governmental Body” shall mean the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“SOFR Average” shall mean a rate per annum equal to any of the 30-day, 90-day or 180-day rolling compounded averages of SOFR published on such Business Day by the Federal Reserve Bank of New York (or a successor administrator of the compounded average SOFR rates) on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org (or any successor source for the compounded average SOFR rates identified as such by the administrator of the compounded average SOFR rates from time to time).

4. Payments.

4.1 Interest and Principal Payments. Borrower shall pay accrued interest in arrears on the unpaid principal balance of this Note (a) on the last day of each Interest Period, and (b) for all advances, at maturity, whether by acceleration of this Note or otherwise, and after maturity, on demand until paid in full. Notwithstanding anything herein to the contrary, the outstanding principal balance of advances under the Line of Credit and any accrued but unpaid interest thereon shall be due and payable on the Maturity Date.

4.2 Manner of Payment. All payments by Borrower on account of principal, interest or fees hereunder shall be made in lawful money of the United States of America, in immediately available funds. If any payment under this Note shall become due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest in connection with such payment. Borrower authorizes (but shall not require) Bank to debit any account maintained by Borrower with Bank, at any date on which a payment is due under this Note, in an amount equal to any unpaid portion of such payment. If any payment of principal or interest becomes due on a day on which Bank is closed (as required or permitted by law or otherwise), such payment shall be made not later than the next succeeding Business Day except as may be otherwise provided herein, and such extension shall be included in computing interest in connection with such payment. Each payment made on this Note (or received by Bank with respect to any other indebtedness owed by Borrower to Bank, or any affiliate thereof), shall be applied by Bank to amounts due under this Note first, to outstanding fees and expenses, second, to interest and third, to principal; provided, however, that during the continuance of an Event of Default, such amounts shall be applied by Bank in such order or manner as Bank, in its discretion, elects, regardless of any instructions from Borrower to the contrary. Bank or any holder may accept late payments, or partial payments, even though marked “payment in full” or containing words of similar import or other conditions, without waiving any of its rights. Bank hereby agrees to, at the option of the Borrower, (a) use commercially reasonable efforts to debit all interest payments due hereunder from any account maintained by Borrower with Bank five (5) days before such interest is due or (b) automatically issue an Advance under the Line of Credit to pay all interest payments due hereunder.

4.3 Late Payments; Default Rate. If Borrower fails to make any payment of principal, interest or other amount coming due pursuant to the provisions of this Note within ten (10) calendar days of the date due and payable, Borrower also shall pay to Bank a late charge equal to the greater of five percent (5%) of the amount of such payment or $100.00 (the “Late Charge”). Such ten (10) day period shall not be construed in any way to extend the due date of any such payment. Upon maturity, whether by acceleration, demand or otherwise and, at Bank’s option, upon the occurrence of any Event of Default (as defined herein) and during the continuance thereof, amounts outstanding under this Note shall bear interest at a rate per annum (based on the actual number of days that principal is outstanding over a year of 360 days) which shall be six percent (6%) in excess of the interest rate otherwise in effect from time to time under this Note but not more than the maximum rate allowed by law (the “Default Rate”). The Default Rate shall continue to apply whether or not judgment shall be entered on this Note. Both the Late Charge and the Default Rate are imposed as liquidated damages for the purpose of defraying Bank’s expenses incident to the handling of delinquent payments, but are in addition to, and not in lieu of, Bank’s exercise of any rights and remedies hereunder, under the other Loan Documents or under applicable law, and any fees and expenses of any agents or attorneys which Bank may employ. In addition, the Default Rate reflects the increased credit risk to Bank of carrying a loan that is in default. Borrower agrees that the Late Charge and Default Rate are reasonable forecasts of just compensation for anticipated and actual harm incurred by Bank, and that the actual harm incurred by Bank cannot be estimated with certainty and without difficulty.

4.4 Prepayments. The indebtedness evidenced by this Note may be prepaid in whole or in part at any time and from time to time, subject, however to payment of any break funding indemnification amounts owing pursuant to Section 4.6 hereof.

4.5 Increased Costs; Yield Protection. On written demand, together with written evidence of the justification therefor, Borrower agrees to pay Bank all direct costs incurred, any losses suffered or payments made by Bank as a result of any Change in Law (as defined herein), imposing any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), deposit, allocation of capital or similar requirement (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System) on Bank, its holding company or any of their respective assets relative to the Line of Credit. “Change in Law” means the occurrence, after the date of this Note, of any of the following, in each case, to the extent governing this Line of Credit: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any governmental authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any governmental authority; provided that notwithstanding anything herein to the contrary, changes in the (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued, so long as during the term of the Line of Credit.

4.6 Break Funding Indemnification. Borrower agrees to indemnify Bank against any liabilities, losses or expenses, including, without limitation, loss of margin, any loss or expense sustained or incurred in liquidating or employing deposits from third parties, and any loss or expense incurred in connection with funds acquired to effect, fund or maintain any SOFR Advance (or any part thereof) which Bank sustains or incurs as a consequence of either (i) Borrower’s failure to make a payment on the due date thereof, (ii) Borrower’s revocation (expressly, by later inconsistent notices or otherwise) in whole or in part of any notice given to Bank to request, convert, renew or prepay any SOFR Advance, or (iii) Borrower’s payment or prepayment (whether voluntary, after acceleration of the maturity of this Note or otherwise) or conversion of any SOFR Advance on a day other than the last day of the applicable Interest Period. A notice as to any amounts payable pursuant to this paragraph given to Borrower by Bank shall, in the absence of manifest error, be conclusive and shall be payable upon demand. Borrower’s indemnification obligations hereunder shall survive the payment in full of the advances and all other amounts payable hereunder.

5. Security; Right of Setoff; Deposit Accounts. This Note is secured by the property described in any security agreement, pledge agreement, mortgage or other collateral security document which Borrower or any third party has heretofore or may from time to time hereafter execute and deliver to Bank to secure any obligations of Borrower to Bank.

Borrower hereby authorizes Bank, at any time and from time to time, without notice, which is hereby expressly waived by Borrower, and whether or not Bank shall have declared this Note to be due and payable in accordance with the terms hereof, and whether or not an Event of Default has occurred (a) to set off against, and to appropriate and apply to the payment of, Borrower’s obligations and liabilities under this Note (whether matured or unmatured, fixed or contingent, liquidated or unliquidated), any and all amounts owing by Bank to Borrower (whether payable in U.S. dollars or any other currency, whether matured or unmatured, and in the case of deposits, whether general or special (except trust and escrow accounts), time or demand and however evidenced) and (b) pending any such action, to the extent necessary, to hold such amounts as collateral to secure such obligations and liabilities and to return as unpaid for insufficient funds any and all checks and other items drawn against any deposits so held as Bank, in its sole and absolute discretion, may elect. Borrower hereby grants to Bank a security interest in all deposits and accounts maintained with Bank, together with all other personal property of Borrower (including without limitation all money, accounts, general intangibles, goods, instruments, documents and chattel paper) which, or evidence of which, are now or at any time in the future shall come into the possession or under the control of or be in transit to Bank or any of its nominees or agents for any purpose, whether or not accepted for the purposes for which it was delivered, to secure the payment of all obligations and liabilities of Borrower to Bank under this Note. Every such security interest and right of setoff may be exercised without demand upon or notice to Borrower. Every such right of setoff shall be deemed to have been exercised immediately upon the occurrence of an Event of Default hereunder without any action of Bank, although Bank may enter such setoff on its books and records at a later time.

No failure by Bank to file, record or otherwise perfect any lien or security interest, nor any improper filing or recording, nor any failure by Bank to insure or protect any security nor any other dealing (or failure to deal) with any security by Bank, shall impair or release the obligations of Borrower hereunder.

6. Other Loan Documents. This Note is issued in connection with a letter agreement between Borrower and Bank, dated on or before the date hereof (as amended, modified or renewed from time to time, the “Letter Agreement”), and certain other agreements and documents evidencing, governing, guarantying or securing this Note (or any guaranty) and executed and/or delivered in connection therewith or referred to therein, the terms of which are incorporated herein by reference (as amended, modified or restated from time to time, collectively, including this Note and the Letter Agreement, the “Loan Documents”), and is secured by the collateral (if any) described in the Loan Documents and by such other collateral as previously may have been or may in the future be granted to Bank to secure this Note. The holder of this Note is entitled to the benefits of the Loan Documents and may enforce the agreements of Borrower contained in the Loan Documents and exercise the remedies provided for by, or otherwise available in respect of, the Loan Documents, all in accordance with, and subject to the restrictions contained in, the terms of the Loan Documents.

7. Default; Remedies.

7.1 Events of Default. The occurrence of any of the following, with respect to Borrower, or any guarantor of this Note (each, a “Credit Party”), shall constitute an “Event of Default” under this Note: (a) the failure to pay when due (whether at the stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise) any principal, interest, fee, charge, indemnity or other indebtedness owing hereunder or under any other Loan Document; (b) the death or incapacity of any Credit Party (or any member or partner of any Credit Party which is a partnership) that is a natural person; (c) the failure to furnish Bank with any reasonably requested information or failing to permit inspection of books or records by Bank or any of its agents in accordance with the terms of the Loan Documents; (d) any financial statement or certificate furnished to Bank in connection with, or any representation or warranty made by any Credit Party to Bank in any Loan Document or any other documents now or in the future evidencing or securing the obligations of any Credit Party to Bank, proves to be incorrect, false, erroneous or misleading in any material respect when furnished or when made or deemed to have been made; (e) any Credit Party dissolves, liquidates or otherwise ceases doing business as a going concern; (f) any “change of control” not permitted under the Loan Documents; (g) the commencement of a foreclosure proceeding against any Credit Party; (h) any default in the performance or observance of any covenant or agreement contained herein or in any other Loan Document, or in the payment, performance or observance of any other obligation, covenant or agreement of any Credit Party owed to Bank or holder hereof, however evidenced, and the lapse of any notice or cure period with respect thereto; provided, however, that with respect to any default in the performance or observance of a covenant set forth in Sections 6.1 or 6.2 of the Letter Agreement, such default continues for five (5) days; (i) any default with respect to any other indebtedness of any Credit Party for borrowed money owed to any other person or entity (including any such indebtedness in the nature of a lease) or default in the performance or observance of the terms of any instrument pursuant to which such indebtedness was created or is secured, the effect of which default is to cause or permit any holder of any such indebtedness (or a trustee on behalf of such holder) to cause the same to become due prior to its stated maturity (and whether or not such default is waived by the holder thereof); (j) there exists or occurs any event or condition with respect to, or any change in the financial condition or affairs of, any Credit Party which in the opinion of Bank (in its Permitted Discretion) (or any subsequent holder hereof) impairs or adversely affects in any material respect, or could reasonably be expected to impair or adversely affect in any material respect, the prospect of payment or performance by such Credit Party of its obligations owed to Bank hereunder or under any other Loan Document; (k) the making of an assignment for the benefit of creditors, or the appointment of a trustee, receiver or liquidator for any Credit Party or for any of his, its or their property, or the commencement of any proceedings by any Credit Party under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt, receivership, liquidation or dissolution law or statute (including, if such Credit Party is a partnership, its dissolution pursuant to any agreement or statute), or the commencement of any such proceedings without the consent of such Credit Party and such proceedings shall continue for a period of thirty (30) days; (l) [reserved]; (m) the entry of any money judgment or any attachment, levy or execution against any Credit Party’s properties which shall not be released, discharged, dismissed, stayed or fully bonded for a period of thirty (30) days or more after its entry; (n) any order, judgment or decree shall be entered against any Credit Party decreeing the dissolution or split up of such Credit Party and such order shall remain undischarged or unstayed for a period of thirty (30) days or more; (o) if this Note or any guaranty executed by any guarantor is secured, the failure of Borrower to provide, or cause to be provided, Bank with additional collateral upon request of Bank if in Bank’s reasonable opinion at any time or times, the market value of any of the collateral securing this Note or any guaranty hereof has depreciated below that required pursuant to the Loan Documents or, if no specific value is so required, then in an amount reasonably deemed material by Bank; (p) at any time after the execution and delivery thereof, this Note, any guaranty, security agreement or any other Loan Document for any reason, other than the satisfaction in full of all Obligations (as such term is defined in the Loan Documents), ceases to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void; (q) Bank shall not have or shall cease to have a valid and perfected lien in any collateral purported to be covered by the Loan Documents with the priority required by the relevant Loan Document, in each case for any reason other than the failure of Bank to take any action within its control; (r) any Credit Party shall contest the validity or enforceability of any Loan Document or deny that it has any further liability under any Loan Document to which it is a party or shall contest the validity or perfection of any lien in any collateral purported to be covered by the Loan Documents; (s) the issuance of a warrant of distraint or assertion of a lien for unpaid taxes against any Credit Party that is not discharged within forty-five (45) days; (t) any sale, transfer or other disposition, except in the ordinary course of business, of all or a substantial or material portion of the assets of any Credit Party, without Bank’s prior written consent; or (u) Borrower or any other Credit Party is indicted and/or any Credit Party is incarcerated.

7.2 Remedies. Upon the occurrence of an Event of Default: (a) Bank shall be under no further obligation to make advances hereunder or under any other Loan Document; (b) if an Event of Default specified in clause (k) of the definition of “Event of Default” above shall occur, this Note and all outstanding principal and accrued interest hereunder together with any additional amounts payable hereunder or under any other Loan Documents, if not then due or payable on demand, shall be immediately due and payable without demand or notice of any kind; (c) if any other Event of Default shall occur, this Note and all outstanding principal and accrued interest hereunder together with any additional amounts payable hereunder or under any other Loan Documents, if not then due or payable on demand, at Bank’s option without demand or notice of any kind, may be accelerated and become immediately due and payable; (d) all other debts or obligations of Borrower to Bank or holder hereof, whether due or not due and whether direct or contingent and howsoever evidenced, shall, at the option of Bank or holder hereof, shall also become due and payable immediately without demand or notice; (e) this Note will bear interest at the Default Rate from the date of the occurrence of the Event of Default until cured or waived in writing by Bank; and (f) Bank may exercise from time to time any of the rights and remedies available under the Loan Documents or under applicable law, including all rights and remedies of a secured creditor under the Uniform Commercial Code as adopted and enacted and in effect from time to time in the applicable jurisdiction and all other applicable law.

8. Miscellaneous.

8.1 Anti-Money Laundering/International Trade Law Compliance. Borrower represents and warrants to Bank, as of the date of this Note, the date of each advance of proceeds under the Line of Credit, the date of any renewal, extension or modification of the Line of Credit, and at all times until the Line of Credit has been terminated and all amounts thereunder have been indefeasibly paid in full, that: (a) no Covered Entity (i) is a Sanctioned Person; (ii) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person; or (iii) does business in or with, or derives any of its operating income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority; (b) the proceeds of the Line of Credit will not be used to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority; (c) the funds used to repay the Line of Credit are not derived from any unlawful activity; and (d) each Covered Entity is in compliance with, and no Covered Entity engages in any dealings or transactions prohibited by, any laws of the United States, including but not limited to any Anti-Terrorism Laws. Borrower covenants and agrees that it shall promptly (but in any event, within three (3) Business Days) notify Bank in writing upon the occurrence of a Reportable Compliance Event.

As used herein: “Anti-Terrorism Laws” means any laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery, all as amended, supplemented or replaced from time to time; “Compliance Authority” means each and all of the (a) U.S. Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes Enforcement Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S. Commerce Department/Bureau of Industry and Security, (e) U.S. Internal Revenue Service, (f) U.S. Justice Department, and (g) U.S. Securities and Exchange Commission; “Covered Entity” means Borrower, its affiliates and subsidiaries, all Credit Parties and other guarantors, pledgors of collateral, all owners of the foregoing (except with respect to owners of Credit Parties who are public entities), and all brokers or other agents of Borrower acting in any capacity in connection with the Line of Credit; “Reportable Compliance Event” means that any Covered Entity becomes a Sanctioned Person, or is indicted, arraigned, investigated or custodially detained, or receives an inquiry from regulatory or law enforcement officials, in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or self-discovers facts or circumstances implicating any aspect of its operations with the actual or possible violation of any Anti-Terrorism Law; “Sanctioned Country” means a country subject to a sanctions program maintained by any Compliance Authority; and “Sanctioned Person” means any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person or entity, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any order or directive of any Compliance Authority or otherwise subject to, or specially designated under, any sanctions program maintained by any Compliance Authority.

8.2 Information. So long as this Note shall remain outstanding, and without limitation of any provision of any Loan Document, Borrower agrees to (a) furnish to Bank, with reasonable promptness, such financial statements, tax returns or other information concerning the business, operations, properties and condition, financial or otherwise, of Borrower as required pursuant to the Loan Documents and (b) at any reasonable time and from time to time, permit Bank or any of its agents or representatives to examine and make copies of and abstracts from its records and books of account, visit its properties and discuss its affairs, finances and accounts with any of its officers, directors or independent accountants, in each case as required pursuant to the Loan Documents.

8.3 Governing Law. This Note and each extension of credit hereunder shall be governed by, and construed in accordance with, the laws of the State of New York without regard to any principles of conflicts of laws which would or might make the laws of any other jurisdiction applicable.

8.4 Venue; Jurisdiction. Any legal suit, action or proceeding against Bank or Borrower relating to this Note shall be instituted in any Federal or state court located in New York County, New York. Borrower agrees such courts shall have exclusive jurisdiction in any suit, action or proceeding between Borrower and Bank, and Borrower further waives any objection which it may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding between Borrower and Bank, and hereby irrevocably submits to the jurisdiction of any such court. Borrower does hereby agree that service of process upon Borrower at its notice address provided in the Loan Documents by registered mail, return receipt requested, shall be deemed in every respect effective service of process upon Borrower in any such suit, action or proceeding at the time received or refused by Borrower and shall constitute “personal delivery” thereof as defined in section 308(1) of New York’s Civil Practice Law and Rules (or any amendment thereto). Nothing contained herein shall affect the right of Bank to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Borrower in any other jurisdictions.

8.5 Incorporation by Reference. Sections D.4 through D.22 of Part D (Miscellaneous) of the Letter Agreement pertaining to, inter alia, notices, costs and expenses, entire agreement, severability, limitation of liability, amendments and modifications, no waiver and remedies, assignments, counterparts and electronic transmission, Patriot Act, certain taxes, no third-party reliance, no fiduciary duty, indemnity, further assurances and correction of defects, publicity, Bank’s sole discretion, judgement currency, interpretation and general definitions, are incorporated herein by reference, mutatis mutandis, with references therein to the Letter Agreement being deemed references to this Note.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES FOLLOW]

Borrower acknowledges that he, she or it has read and understood all the provisions of this Note, including the waiver of jury trial and has been advised by counsel as necessary or appropriate.

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

Exhibit 10.3

EXECUTION VERSION

SECURITY AGREEMENT

(All Assets)

THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of this 12th day of December, 2025, by MBC FUNDING II CORP., a corporation organized under the laws of the State of New York, with its principal place of business at 60 Cutter Mill Rd, Suite 205, Great Neck, NY 11021 (“Grantor”), in favor of VALLEY NATIONAL BANK (“Bank”), with an address at 350 Madison Avenue, New York, NY 10017, in consideration of Bank extending or agreeing to extend any credit or other financial accommodation to Grantor pursuant to that certain Line of Credit Note dated as of the date hereof by Grantor in favor of Bank (the “Note”), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

1. Security Interest.

1.1 Grant of Security Interest. As security for the full and prompt payment and performance of any and all Obligations (as hereinafter defined), Grantor, as debtor, hereby collaterally assigns and grants to Bank, as secured party, a continuing lien on and security interest in the Collateral (as hereinafter defined).

1.2 Nature of Security Interest and Obligations. The foregoing grant is made for the benefit of Bank and/or any others having a participation or other interest in any of the Obligations. It is the true, clear, and express intention of Grantor that the continuing grant of this security interest, and the Collateral covered hereby, remain as security for the full and prompt payment and performance of the Obligations, whether now existing or which may hereinafter be incurred by future advances otherwise and whether or not any of such Obligations is related to a transaction out of which any other Obligations arose, by class, or kind, or whether or not contemplated by the parties at the time of the granting of this security interest. Notice of the continuing grant of this security interest shall not be required to be stated on the face of any document representing any of such Obligations, nor otherwise identified as being secured hereby; and if any of such Obligations shall remain or become that of less than all of the Grantors herein (if more than one), any Grantor not liable therefor hereby expressly hypothecates his, her, its, or their ownership interest in the Collateral to the extent required to satisfy any of said Obligations, without restriction, or limitation. Any of such Obligations shall be deemed to have been made pursuant to Section 9-204(c) of the Uniform Commercial Code of the State of New York.

1.3 Obligations Secured. The term “Obligations” shall include all liabilities, loans, advances, debts, obligations, covenants and duties of any kind or nature owing by Grantor to Bank under the Note (as may be amended, modified, extended or renewed from time to time) and the other documents entered into in connection therewith (as amended, restated, supplemented and otherwise modified from time to time, the “Loan Documents”).

Notwithstanding anything to the contrary contained herein, if Grantor is not Borrower, then definition of “Obligations” shall specifically exclude any and all Excluded Swap Obligations. The foregoing limitation of the definition of Obligations shall only be deemed applicable to the obligations of Grantor (or solely any particular Grantor(s) if there is more than one Grantor) under the particular Swap (or Swaps), or, if arising under a master agreement governing more than one Swap, the portion thereof, that constitute Excluded Swap Obligations. As used herein, (i) “Excluded Swap Obligations” means, with respect to each Grantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap if, and to the extent that, all or any portion of this Agreement that relates to the obligations under such Swap is or becomes illegal as to such Grantor under the Commodity Exchange Act (7 U.S.C. §1 et seq.), as amended from time to time, and any successor statute (the “CEA”), or any rule, regulation, or order of the Commodity Futures Trading Commission (the “CFTC”), by virtue of such Grantor’s failure for any reason to qualify as an “eligible contract participant” (as defined in the CEA and regulations promulgated thereunder) on the Eligibility Date for such Swap; (ii) “Eligibility Date” means the date on which this Agreement becomes effective with respect to the particular Swap (for the avoidance of doubt, the Eligibility Date shall be the date of the execution of the particular Swap if this Agreement is then in effect, and otherwise it shall be the date of execution and delivery of this Agreement); and (iii) “Swap” means any “swap” as defined in Section 1a(47) of the CEA and regulations thereunder between Borrower and Bank, other than (A) a swap entered into on, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (B) a commodity option entered into pursuant to CFTC Regulation 32.3(a).

1.4 Collateral. The term “Collateral” as used herein means all of Grantor’s right, title and interest in the following, wherever located and whether now owned or existing or hereafter acquired or created and all proceeds thereof:

All personal property of Grantor, including without limitation all (a) accounts (including, without limitation, health-care-insurance receivables, accounts receivable and credit card receivables), (b) goods, including equipment, machinery, vehicles, rolling stock, furniture and fixtures, (c) chattel paper (whether tangible or electronic), (d) inventory (including raw materials, work in process, or materials used or consumed in Grantor’s business, items held for sale or lease or furnished or to be furnished under contracts of service, sale or lease, and goods that are returned, reclaimed or repossessed), (e) general intangibles of every kind and nature, including without limitation licenses, intellectual property, patents, trademarks and copyrights, and payment intangibles, (f) instruments (including promissory notes), (g) documents (including warehouse receipts), (h) deposit accounts and bank accounts of any nature, (i) investment property (including securities entitlements, securities accounts, commodity accounts, and commodity contracts), (j) letters of credit and letter-of-credit rights, (k) supporting obligations, (l) commercial tort claims (if any, as described on Exhibit A hereto), (m) farm products, (n) property now or hereafter in Bank’s control or possession (or in transit to or from, or under the custody or control of, Bank or any affiliate thereof), and (o) books and records; and (p) with respect to all of the foregoing, all property relating thereto, including, without limitation, insurance proceeds, all software, computer programs, computer records, books and records, and all additions and accessions thereto, replacements thereof and substitutions therefor, and the products and proceeds thereof (including cash and non-cash proceeds), investments therein, income, rents, profits, benefits thereof or therefrom, including all cash and cash equivalents.

Notwithstanding the foregoing, “Collateral” shall not include, and nothing herein shall be deemed to constitute an assignment or a security interest in, (i) any asset which, in the event of an assignment of a security interest therein, becomes void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law, or shall constitute or result in a breach of a term or provision of, or the termination of or a default under the terms of any such asset (in each case to the extent that such applicable law, term, provision or restriction is not overridden by Sections 9-406, 9-407 or 9-408 of the NYUCC or other similar applicable law); provided, however, that to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset, and (ii) any “intent-to-use” application for registration of a trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. §1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of any registration that is-sues from such intent-to-use application under applicable federal law.

All terms, unless otherwise defined in this Agreement or in any financing statement, shall have the definitions set forth in the Uniform Commercial Code as adopted and enacted and in effect from time to time in the State of New York (the “UCC”).

2. Representations, Warranties, Covenants and Agreements regarding Collateral.

2.1 General Representations, Warranties and Covenants. Grantor hereby represents, warrants and covenants to Bank that:

(a) Grantor’s residence (if an individual), and type of organization, jurisdiction of organization, registration number and chief executive office (if not an individual) are as set forth on Exhibit A attached hereto and made a part hereof, and are true and correct on the date hereof, and Grantor will provide Bank at least thirty (30) days prior written notice of any change in any of the foregoing;

(b) Grantor’s legal name is exactly as set forth in the preamble to this Agreement, and Grantor has not in the past five years changed its legal name or been known by any other name, been party to a merger, consolidation or other change in structure, changed or had its registration number in its state of organization changed, except as may be set forth on Exhibit A hereto;

(c) the location of all Collateral owned by Grantor is as shown on Exhibit A hereto, and Grantor’s records concerning the Collateral are kept only at such location(s);

(d) Grantor will not change the location of the Collateral or Grantor’s records concerning the Collateral without Bank’s prior written consent;

(e) Grantor is the legal and beneficial owner of the Collateral and has good, marketable and indefeasible title thereto, including the exclusive right to pledge, grant a security interest in, sell, assign or transfer such Collateral;

(f) the Collateral is free from all encumbrances and rights of setoff of any kind except (i) solely with respect to the period commencing on the date hereof through and including December 15, 2025, liens in favor of ClearTrust, LLC (as successor to Worldwide Stock Transfer, LLC) in respect of the Bond Debt (the “Bond Lien”), (ii) the lien in favor of Bank created by this Agreement and (iii) other liens permitted under the Loan Documents;

(g) Grantor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein;

(h) Grantor shall not grant, create, incur or permit to exist any lien on or in any of the Collateral (except the Bond Lien, the lien in favor of Bank created by this Agreement and other liens permitted under the Loan Documents), permit any of the Collateral to be levied upon under any legal process, or sell, assign or dispose of any of the Collateral (except in the ordinary course of business or as otherwise permitted in writing by Bank or as otherwise permitted by the Loan Documents);

(i) Grantor shall promptly notify Bank of the imposition at any time of any lien or encumbrance upon any of the Collateral, other than as permitted herein;

(j) Grantor has the power and authority to own the Collateral, to grant the liens and security interests therein to Bank as provided herein, and to enter into and perform this Agreement and any other document or instrument delivered in connection herewith;

(k) Grantor will not allow any third party to gain control of all or any part of the Collateral, and will not use any portion of the Collateral in any manner inconsistent with this Agreement or with the terms of any policy of insurance thereon;

(l) Grantor shall reasonably cooperate with Bank in perfecting all security interests granted herein and in obtaining such agreements from third parties as Bank reasonably deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder;

(m) Grantor shall keep, in accordance with generally accepted accounting principles consistently applied, accurate and complete records regarding the Collateral, and shall, on Bank’s written demand, make notations on its books and records showing Bank’s security interest;

(n) Grantor shall, at Grantor’s sole expense, permit Bank (or its officers, agents, attorneys, or accountants) to, upon reasonable notice and during normal business hours, examine or inspect the Collateral (wherever located), to obtain valuations or appraisals of the Collateral, and to audit and make extracts from such records or any of Grantor’s books, ledgers, financial reports, correspondence or other records relating to the Collateral, and shall further answer promptly all of Bank’s written or oral inquiries with respect thereto; provided, however, that Grantor shall only be obligated to reimburse Bank for Bank’s exercise its rights under this clause (n) one (1) time per calendar year outside of an Event of Default;

(o) Grantor shall pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral other than taxes, assessments, fees and charges being contested in good faith by appropriate proceedings being diligently pursued, and for which adequate reserves have been set aside;

(p) Grantor shall, at any time and from time to time, upon demand by Bank, deliver to Bank, endorsed and, or accompanied by instruments of assignment and transfer, in such form and containing such terms as Bank may reasonably request, any and all instruments, documents and/or chattel paper constituting part of the Collateral, as Bank may specify in its demand;

(q) Grantor will not allow any part of the Collateral to be or become an accession to other goods not covered by this Agreement;

(r) Grantor shall pay when due all transportation, storage and warehousing charges affecting or arising out of the Collateral;

(s) Grantor shall do, obtain, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as Bank may reasonably require to vest in and assure to Bank that its rights hereunder and in or to the Collateral, and the proceeds thereof, including waivers from landlords, warehousemen, and mortgagees, and any other person having an interest in real estate where any Collateral is or is to be attached, installed or located, as required by the Letter Agreement;

(t) Grantor shall keep the Collateral in good order and repair at all times, ordinary wear and tear excepted, and promptly notify Bank of any event causing a material loss or decline in value of the Collateral, whether or not covered by insurance, and the amount of such loss or depreciation;

(u) Grantor will only use or permit the Collateral to be used in accordance with all applicable federal, state, county and municipal laws and regulations in all material respects;

(v) Grantor shall abide by, perform and discharge each and every obligation, covenant, condition, duty and agreement, in all material respects, in connection with the Collateral contained herein or in any other Loan Document;

(w) Grantor may not sell, assign or otherwise dispose of any shares of stock or other securities now owned or hereafter acquired by Grantor which are issued by the same issuer and are of the same class as any shares of stock or other securities constituting a part of the Collateral; and

(x) Grantor shall not maintain any deposit accounts with any depository bank or financial intuition other than Bank unless Grantor delivers to Bank, within five (5) days of opening such deposit account, a duly executed control agreement with respect to the such deposit account, in form and substance satisfactory to Bank.

2.2 Insurance. In the event of any partial or complete loss or destruction of any of the Collateral by any means, Grantor shall, at its own expense, cause such repairs to be made as Bank may reasonably deem appropriate for its protection or, at the option of Bank, replace such Collateral with new Collateral having a value equal to the value of the lost or destroyed Collateral prior to such loss or destruction. Grantor agrees, at its own expense, to keep all insurable Collateral insured against loss or damage by fire, theft, sprinkler leakage or any other risk to which the Collateral may be subject (including without limitation risk of flood if any Collateral is maintained at a location in a flood hazard zone, and such other risks and hazards as Bank may specify), for the full insurable value thereof, under policies and with insurers reasonably acceptable to Bank, which policies shall contain a standard Lender’s Loss Payable Clause issued in favor of Bank under which all losses thereunder shall be payable to Bank as Bank’s interests may appear. Such policies shall expressly provide for at least thirty (30) days prior written notice to Bank of any intended cancellation or modification of the policy, and shall insure Bank notwithstanding the act or neglect of Grantor. Grantor will deliver to Bank on written request duplicate copies of policies or certificates of such insurance with evidence of payment of the premium thereon. If Grantor fails to provide or maintain said insurance, then, in addition to any other right or remedy that Bank may have and without waiving the consequences of such default, Bank may but need not obtain and maintain said insurance, at the sole expense of Grantor, which expense shall be deemed one of the Obligations and shall be payable to Bank on demand. Upon the occurrence and during the continuance of an Event of Default, Bank is irrevocably authorized to file claims and shall have the sole right to adjust, settle and collect claims under said insurance by such means, at such times, on such terms and in the name of Bank or Grantor, as Bank may see fit and in the name and on behalf of Grantor to execute releases and endorse checks or drafts payable in respect of any such insurance claims. All sums received by Bank from any such insurance may be applied by Bank, after the occurrence and during the continuance of an Event of Default, to repair or replace Collateral, held as part of the Collateral and/or applied to reduce the Obligations, all in Bank’s sole discretion.

2.3 Authorization for Disposition of Collateral by Grantor. Notwithstanding anything to the contrary contained herein, until the occurrence of an Event of Default, Grantor may sell or lease in the ordinary course of its regular business inventory constituting a part of the Collateral and may collect, compromise and adjust accounts receivable constituting a part of the Collateral, all on such terms as Grantor may in good faith deem advisable in the ordinary course of its regular business, and may retain all sums so collected.

3. Perfection; Further Assurances.

(a) Grantor hereby grants Bank the right, and irrevocably authorizes Bank, in Bank’s sole discretion, to file, in form satisfactory to Bank, one or more financing statements, amendments thereto and continuations thereof (with, or, to the extent permitted by law, without the signature of Grantor) under the UCC naming Grantor as debtor and Bank as secured party and indicating therein the types or describing the items of Collateral herein specified, in all jurisdictions in which such filing is deemed by Bank to be necessary or desirable in order to perfect, preserve and protect its security interests in the Collateral. Grantor agrees to provide to Bank from time to time promptly upon request any information reasonably requested by Bank so that Bank can take any such action. Grantor hereby ratifies and confirms any of the foregoing actions taken by Bank. If required by Bank, Grantor will execute, file and record any, notices, affidavits or other documents and take all such other reasonable actions as Bank may deem appropriate to protect or perfect its security interest in the Collateral or to otherwise accomplish the purposes of this Agreement. Grantor hereby agrees to pay on demand, and/or authorizes Bank to charge its account with the cost of, any and all preparation, filing, recording and other fees and expenses which Bank reasonably deems appropriate in order to protect or perfect its security interest in the Collateral or to otherwise accomplish the purposes of this Agreement, including without limitation the cost of all searches of public records as Bank shall reasonably require.

(b) At the request of Bank, Grantor will, at its own cost and expense, cause such liens and security interests as are governed by laws other than the UCC to be perfected and to continue to be perfected so long as the Obligations or any portion thereof are outstanding and unpaid or any commitment to lend by Bank with respect to the Obligations remains in effect.

(c) [Reserved].

(d) Grantor shall at any time and from time to time, take such steps as Bank may reasonably request for Bank to obtain an acknowledgement, in form and substance satisfactory to Bank, of any bailee or any other person having possession of any of the Collateral that the bailee or such other person holds such Collateral for Bank.

(e) Grantor further covenants and agrees that, if any Collateral consists of letter of credit rights, electronic chattel paper, deposit accounts or supporting obligations not maintained with Bank or one of its affiliates, or any securities entitlement, securities account, commodities account, commodities contract or other investment property, or otherwise is subject to perfection by “control” (within the appropriate meaning pursuant to the UCC) with a financial intermediary, financial institution or otherwise, Grantor shall take all necessary steps as Bank may reasonably request to achieve and maintain control of such Collateral in Bank’s favor. Without limitation of the foregoing, Grantor shall execute, and shall use commercially reasonable efforts to cause any depository institution or securities intermediary upon whose books and records the ownership interest of Grantor in such Collateral appears, to execute such pledge agreements, notification and control agreements or other agreements as Bank reasonably deems necessary in order to perfect, prioritize and protect its security interest in such Collateral, in each case in a form reasonably satisfactory to Bank. Grantor shall, upon receipt of notice of termination of any such control agreement entered into between Grantor, Bank and a depository institution or securities intermediary (the “First Agreement”), or notice of the closing of any account which is the subject of such First Agreement, cause the possessory Collateral which is the subject of such First Agreement to be moved to another depository institution or securities intermediary subject to a new or amended control agreement, in a form reasonably satisfactory to Bank, executed by Grantor and such other depository institution or securities intermediary, and delivered to Bank no later than three (3) days before the scheduled termination date of the First Agreement.

(f) Grantor hereby grants Bank, after the occurrence and during the continuance of an Event of Default, the right, in its sole discretion, at any time, (a) to transfer to or register in the name of itself or any of its nominees any of the Collateral, and whether or not so transferred or registered, to receive the income and dividends thereon, including stock dividends and rights to subscribe, and to hold the same as a part of the Collateral and/or apply the same as hereinafter provided; (b) to exchange any of the Collateral for other property upon any reorganization, recapitalization, or other readjustment and in connection therewith to deposit any of the Collateral with any committee or depositary upon such terms as Bank may determine; (c) in any bankruptcy or similar proceeding to file a proof of claim for the full amount of the Collateral and to vote such claim for or against any arrangement or with respect to any other matter; and (d) to contest, pay and/or discharge all liens, encumbrances, taxes or assessments on, or claims, actions or demands against, any of the Collateral and to take all actions and proceedings in its own name or in the name of Grantor or any other appropriate person in order to remove or contest such liens, encumbrances, taxes, assessments, claims, actions or demands; or to refrain from doing any of the foregoing, all without affecting the Obligations and the Collateral and without notice or liability to, or the consent of Grantor except to account for property actually received by Bank.

(g) If Grantor, as registered holder of any of the Collateral, shall receive any stock certificate, option or right, whether as an addition to, or in substitution or exchange for, any Collateral, or otherwise, Grantor agrees to accept the same as Bank’s agent and to hold the same in trust for Bank, and to forthwith deliver the same to Bank in the exact form received, with Grantor’s endorsement thereof if requested by Bank, to be held by Bank as part of the Collateral. Grantor hereby collaterally assigns to Bank all of Grantor’s rights (but none of its obligations) in, to and under all collateral, guarantees, subordinations and other rights and benefits now or hereafter received by Grantor with respect to the Collateral and agrees to deliver to Bank, upon demand, all agreements, instruments and or documents evidencing same, endorsed and/or accompanied by instruments of assignment and transfer, in such form and containing such terms as Bank may reasonably request.

(h) If Grantor shall at any time, acquire a commercial tort claim, as defined in the UCC, Grantor shall promptly notify Bank in a writing signed by Grantor of the brief details thereof and shall grant to Bank in such writing a security interest therein and in all proceeds thereof, all of which shall be upon and subject to the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank.

(i) Notwithstanding the possession at any time of any of the Collateral by Bank, whether on its own behalf or on behalf of others, Grantor shall remain liable for the payment in full of the Obligations. Grantor assumes all liability and responsibility for the Collateral, and the obligation of Grantor to pay the Obligations shall in no way be affected or diminished by reason of the fact that any of the Collateral may be lost, destroyed, stolen, damaged or for any other reason whatsoever unavailable to Grantor or that the value of the Collateral shall be diminished.

(j) Power of Attorney. Grantor does hereby make, constitute and appoint any officer or agent of Bank as Grantor’s true and lawful attorney-in-fact, with power to file any claim, and or do any and all things and take any other action or proceedings, either in its own name or in the name of Grantor or otherwise, alone or jointly, which Bank may deem necessary or advisable to carry out the intent of this Agreement, without notice to Grantor and at Grantor’s expense including the right (i) to endorse the name of Grantor or any of Grantor’s officers or agents upon any and all agreements, applications, notes, checks, drafts, money orders, or other instruments of payment or Collateral that may come into Bank’s possession; (ii) to sign the name of Grantor on any notices to account debtors of Grantor and requests for verification of accounts; (iii) to otherwise perfect a security interest in the Collateral; (iv) to notify all account debtors that the Collateral has been collaterally assigned to Bank and that Bank has a security interest therein, and direct such account debtors that all payments thereon shall be made directly to Bank (whether to a lockbox or otherwise in Bank’s discretion); (v) to verify with any account debtor the validity and amount of any account; (vi) to take control in any manner of any cash or noncash items of payment or proceeds of the Collateral; (vii) to demand, sue for, collect or receive and otherwise enforce payment of and collect any accounts, by legal proceedings or otherwise any money or property at any time payable or receivable on account of in exchange for, or compromise, or settle and/or release any account and all claims and disputes with respect to, the Collateral; (viii) in any case and for any reason, to receive, open and dispose of all mail addressed to Grantor and to notify the United States Postal Service to change the address for delivery of mail addressed to Grantor to such address as Bank may designate; (ix) to extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, or release, any Collateral; (x) to exercise all of Grantor’s rights and remedies with respect to the Collateral; and/or (xi) to take all other actions necessary, proper or convenient to protect Grantor’s or Bank’s interest(s) in the Collateral, with full power to do any and all things necessary to be done in and about the premises as fully and effectually as Grantor might or could do, including the right to sue for, compromise, settle and release all claims and disputes with respect to, the Collateral; provided, however, Bank may only exercise such powers set forth in this subsection (j) upon the occurrence of an Event of Default and any continuation thereof. Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest, and is irrevocable. Grantor acknowledges and agrees that the power of attorney herein granted is for the benefit of Bank and does not require Bank to act for the benefit of Grantor as principal; and the power of attorney herein granted is not intended to make Bank a fiduciary for Grantor. Bank hereby accepts this power of attorney and all powers granted hereunder for the benefit of Bank.

4. Events of Default. The occurrence of any of the following shall constitute an “Event of Default” under this Agreement: (a) any “Event of Default” as defined in any Loan Document; (b) failure of Grantor to pay, withhold, collect or remit when assessed or due any tax, assessment or other sum payable with respect to any of the Collateral (including without limitation any premium on any insurance policy assigned to Bank as part of the Collateral or otherwise applicable to any of the Collateral, or the making of any material tax assessment against Grantor by the United States or any state or local government; (c) an uninsured material loss, theft, damage or destruction to any of the Collateral, or the entry of any judgment against Grantor or the making of any levy, seizure or attachment of or on the Collateral; (d) failure of Bank to continue to have a perfected first priority security interest in any of the Collateral except through no fault of Grantor; (e) Bank receives any notice or evidence that Grantor or the Collateral has engaged in any type of activity which, in Bank’s reasonable judgment, would reasonably be expected to result in the loss, theft, damage or destruction of any of the Collateral in any material respect, or the seizure or forfeiture of any of the Collateral by or to any federal, state or local governmental body in any material respect; and (f) failure on the part of Grantor or any of the Collateral to comply with Regulation U of the Federal Reserve Board or any comparable provision of law hereinafter enacted.

5. Remedies. Upon the occurrence of any Event of Default, (a) any or all of the Obligations shall, at the option of Bank and notwithstanding any time or credit allowed by any instrument evidencing any Obligation, be immediately due and payable without notice, demand or presentment; (b) Bank may, in its discretion, take possession of the Collateral and, for that purpose, may enter, with the assistance of any persons, any premises where the Collateral or any part thereof may be located, and retain possession of the Collateral at such premises or remove the same therefrom; (c) Grantor shall, at the request of Bank, assemble and/or deliver the Collateral at such places as Bank may designate and reasonably cooperate with Bank in the exercise of its rights hereunder; (d) Bank may vote any shares of stock or other securities that are Collateral and exercise all or any powers with respect thereto with the same force and effect as an absolute owner thereof; (e) Bank may sell any of the Collateral or cause the same to be sold in the Borough of Manhattan, New York City, or elsewhere, in one or more sales or parcels, at such price and on such terms as Bank may deem advisable, for cash or on credit, for immediate or future delivery, without assumption of any credit risk, at any public or private sales or other dispositions, without demand of performance (which demand is hereby expressly waived), on at least five (5) days’ notice to Grantor (if any notice is required by law) of any public sale or the time after which a private sale or other disposition may be made (which notice Grantor acknowledges is reasonable), and in connection therewith may grant options and may impose reasonable conditions thereon, and the purchasers of any of the Collateral so sold shall thereafter hold the same absolutely, free from any claim or right of any kind, including any equity of redemption of Grantor (any such equity being hereby expressly waived and released), and Bank or any of its nominees or agents may buy at any public sale and if the Collateral is of a type sold in a recognized market, or is of a type which is the subject of widely distributed standard price quotations, buy at private sale; (f) Bank shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given; and (g) in addition to and notwithstanding any other rights granted by law or herein (or any limitations contained herein on any such rights), Bank shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC. Grantor agrees that any action taken by Bank in accordance with this paragraph shall be deemed to be commercially reasonable.

Upon the occurrence of an Event of Default, if in its sole discretion Bank deems it desirable, it may remove any Collateral held by it from the place where it may now or hereafter be located to any other place and deal with it there as herein provided. Bank has no obligation to marshal Collateral or otherwise prepare the Collateral for sale and may specifically disclaim any warranties as to the Collateral, including those of title, merchantability and fitness for a particular purpose.

Bank, at any time, at its option, may apply all of any net cash receipts from the Collateral (whether received on a sale of the Collateral or otherwise) to the payment, in whole or in part, of principal of and/or interest on any or all of the Obligations, whether or not then due, allocating the same as it shall elect, making rebate of interest or discount to the extent required by law and so as not to make the rate of interest charged unlawful with respect to Grantor or Bank. If any Obligations shall be contingent, Bank may retain a sufficient amount of the net cash receipts from the Collateral as additional Collateral to cover the largest aggregate sum which may become due or owing thereunder with prospective interest, costs, expenses and attorneys’ fees and shall not be charged with any interest with respect thereto. If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all of the Obligations Grantor shall be liable for the deficiency and the fees of any attorneys employed by Bank to collect such deficiency.

6. Setoff. After the occurrence of an Event of Default, Grantor hereby authorizes Bank, at any time and from time to time, without notice, which is hereby expressly waived by Grantor, and whether or not Bank shall have declared the Obligations to be due and payable in accordance with the terms hereof (i) to set off against, and to appropriate and apply to the payment of any of the Obligations (whether matured or unmatured, fixed or contingent, liquidated or unliquidated), any of the Collateral and all amounts owing by Bank to Grantor (whether payable in U.S. dollars or any other currency, whether matured or unmatured, and in the case of deposits, whether general or special (except trust and escrow accounts), time or demand and however evidenced), and (ii) pending any such action, to the extent necessary, to hold such amounts as Collateral to secure such Obligations and to return as unpaid for insufficient funds any and all checks and other items drawn against any deposit so held as Bank, in its sole discretion, may elect. Every such right of setoff shall be deemed to have been exercised immediately upon the occurrence of an Event of Default hereunder without any action of Bank, although Bank may enter such setoff on its books and records at a later time.

7. Subrogation. If any of the Collateral is applied on account of any of the Obligations, Grantor shall not have any right of subrogation to Bank’s right in any other Collateral held by Bank with respect to the Obligations or any right of contribution from Bank by reason thereof.

8. Preservation of Rights. No delay or omission on Bank’s part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will Bank’s action or inaction impair any such right or power. Bank’s rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which Bank may have hereunder or under other agreements, at law or in equity and any and all such rights and remedies may be pursued by Bank simultaneously, separately, or sequentially. Bank may proceed in any order against Grantor or any other obligor of, or any collateral securing, the Obligations.

9. Governing Law. This Agreement and any extension of credit under the Loan Documents shall be governed by, and construed in accordance with, the laws of the State of New York without regard to any principles of conflicts of laws which would or might make the laws of any other jurisdiction applicable.

10. Venue; Jurisdiction. Any legal suit, action or proceeding against Bank or Grantor arising out of or relating to this Agreement shall be instituted in any Federal or state court located in New York County, New York. Grantor agrees such courts shall have exclusive jurisdiction in any suit, action or proceeding between Grantor and Bank, and Grantor further waives any objection which it may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding, between Grantor and Bank, and hereby irrevocably submits to the jurisdiction of any such court. Grantor does hereby agree that service of process upon Grantor at its notice address provided in the Loan Document by registered mail, return receipt requested, shall be deemed in every respect effective service of process upon Grantor in any such suit, action or proceeding at the time received or refused by Grantor and shall constitute “personal delivery” thereof as defined in section 308(1) of New York’s Civil Practice Law and Rules (or any amendment thereto). Nothing contained herein shall affect the right of Bank to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Grantor in any other jurisdictions.

11. WAIVER OF JURY TRIAL. GRANTOR (a) KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES EACH RIGHT GRANTOR MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO, AND IN, ANY ACTION OR OTHER LEGAL PROCEEDING OF ANY NATURE, RELATING TO (i) THIS AGREEMENT, ANY CREDIT ACCOMMODATION PROVIDED WITH RESPECT HERETO, (ii) ANY TRANSACTION CONTEMPLATED IN ANY SUCH LOAN DOCUMENTS OR (iii) ANY NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT, ANY OF THE OBLIGATIONS, ANY COLLATERAL OR ANY OTHER LOAN DOCUMENT AND (b) CERTIFIES THAT (i) NEITHER BANK, ANY AFFILIATE OF BANK NOR ANY REPRESENTATIVE OF BANK OR ANY SUCH AFFILIATE HAS REPRESENTED TO GRANTOR THAT BANK OR ANY SUCH AFFILIATE WILL NOT SEEK TO ENFORCE THE WAIVER MADE BY GRANTOR IN THIS PARAGRAPH, AND (ii) GRANTOR HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE NEGOTIATION, DRAFTING AND SIGNING OF THIS AGREEMENT AS NECESSARY AND APPROPRIATE BY INDEPENDENT LEGAL COUNSEL.

12. Incorporation by Reference. Sections D.4 through D.23 of Part D (Miscellaneous) of that certain letter agreement executed by Grantor on or before the date hereof (as amended, restated or otherwise modified from time to time, the “Letter Agreement”) pertaining to, inter alia, notices, costs and expenses, entire agreement, severability, limitation of liability, amendments and modifications, no waiver and remedies, assignments, counterparts and electronic transmission, Patriot Act, certain taxes, no third-party reliance, no fiduciary duty, indemnity, further assurances and correction of defects, publicity, Bank’s sole discretion, interpretation and general definitions, are incorporated herein by reference, mutatis mutandis, with references therein to the Letter Agreement being deemed references to this Agreement.

[NO FURTHER TEXT, SIGNATURES FOLLOW ON NEXT PAGE]

Grantor acknowledges that he, she or it has read and understood all provisions of this Agreement, including the waiver of jury trial, and has been advised by counsel as necessary and appropriate.

IN WITNESS WHEREOF, Grantor has executed this Security Agreement as of the date first written above.

Exhibit A

[See attached]

Exhibit 10.4

EXECUTION VERSION

UNLIMITED GUARANTY

THIS UNLIMITED GUARANTY (this “Guaranty”) is made and entered into as of this 12th day of December, 2025, by MANHATTAN BRIDGE CAPITAL, INC., a corporation organized under the laws of the State of New York, with its principal place of business at 60 Cutter Mill Road, Suite 205, New York, NY, 11021 (the “Guarantor”), and delivered to VALLEY NATIONAL BANK (“Bank”), with an address at 350 Madison Avenue, New York, NY 10017, in consideration of Bank previously, now or hereafter (a) extending or agreeing to extend any credit or other financial accommodation to MBC FUNDING II CORP., a corporation organized under the laws of the State of New York (“Borrower”), or (b) agreeing to any direct or indirect extension, renewal, replacement or modification of, or waiver or forbearance with respect to any such credit or other financial accommodation, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The term “Bank” as used throughout this instrument shall be deemed to include VALLEY NATIONAL BANK, all its subsidiaries and all its agencies, branches and departments wherever located.

1. Guaranteed Obligations.

(a) Guarantor irrevocably, unconditionally and absolutely guarantees to Bank, and becomes surety for the prompt performance and payment when due, whether by acceleration, demand or otherwise, of (i) any and all Obligations (hereafter defined) of Borrower to Bank, in the aggregate at any one time outstanding plus all interest thereon, and (ii) all attorneys’ fees, costs and expenses incurred by Bank in enforcing any of such Obligations and/or this Guaranty or collecting against Guarantor under this Guaranty. This is a guaranty of payment and not of collection. Bank shall not be obligated to make any request or demand upon or to pursue any of its rights against Borrower or any other person who may be liable for the payment of the Obligations, or to pursue any collateral security therefor, as a condition of Guarantor’s liability hereunder. If Borrower fails to pay when due or otherwise defaults under any Obligations, Guarantor will pay such Obligations to Bank.

The term “Obligations” shall include all liabilities, loans, advances, debts, obligations, covenants and duties of any kind or nature owing by Borrower to Bank pursuant to that certain Line of Credit Note, dated as of the date hereof, from Borrower to Bank (as may be amended, modified, extended or renewed from time to time, the “Note”) and the other documents entered into by Borrower in connection with the Note (as each may be amended, modified, extended or renewed from time to time, the “Loan Documents”).

(b) Notwithstanding anything to the contrary contained herein, the definition of “Obligations” shall specifically exclude any and all Excluded Swap Obligations. The foregoing limitation of the definition of Obligations shall be deemed applicable only to the obligations of Guarantor (or solely any particular Guarantor(s) if there is more than one Guarantor) under the particular Swap (or Swaps), or, if arising under a master agreement governing more than one Swap, the portion thereof that constitute Excluded Swap Obligations. As used herein, (i) “Excluded Swap Obligations” means, with respect to each Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap if, and to the extent that, all or any portion of this Guaranty that relates to the obligations under such Swap is or becomes illegal as to such Guarantor under the Commodity Exchange Act (7 U.S.C.§1 et seq.), as amended from time to time, and any successor statute (the “CEA”), or any rule, regulation, or order of the Commodity Futures Trading Commission (the “CFTC”), by virtue of such Guarantor’s failure for any reason to qualify as an “eligible contract participant” (as defined in the CEA and regulations promulgated thereunder) on the Eligibility Date for such Swap; (ii) “Eligibility Date” means the date on which this Guaranty becomes effective with respect to the particular Swap (for the avoidance of doubt, the Eligibility Date shall be the date of the execution of the particular Swap if this Guaranty is then in effect, and otherwise it shall be the date of execution and delivery of this Guaranty); and (iii) “Swap” means any “swap” as defined in Section 1a(47) of the CEA and regulations thereunder between Borrower and Bank, other than (A) a swap entered into on, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (B) a commodity option entered into pursuant to CFTC Regulation 32.3(a).

2. Nature of Guaranty; Revocation. This Guaranty is a continuing, absolute and unconditional guaranty of payment and not of collection, and all Obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. Guarantor acknowledges that this Guaranty and Guarantor’s obligations under this Guaranty shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any kind or nature whatsoever which might otherwise constitute a defense available to Borrower with respect to any of its Obligations under any of the Loan Documents, to Guarantor with respect to this Guaranty or the obligations of Guarantor hereunder, or to any other person or party with respect to any other obligations or agreements relating to Borrower or Borrower’s Obligations to Bank, including, without limitation, fraud in the inducement, failure of consideration, promissory estoppel, expiration of the statute of limitations or laches. The obligations hereunder are joint and several and independent of the obligations of Borrower, and a separate action or actions may be brought and prosecuted against Guarantor whether action is brought against Borrower or any other party, or whether any of Borrower or any other person is joined in any such action or actions. This Guaranty will remain in full force and effect until the Note is terminated even if there is no principal balance outstanding under the Obligations at any time or from time to time. As to each Guarantor, this Guaranty shall continue until the Note is terminated, or the earlier written notice of revocation signed by such Guarantor, or until written notice of the death of such Guarantor (which shall be deemed a notice of revocation hereunder) shall in each case have been actually received by Bank, notwithstanding a revocation by, or the death of, or complete or partial release for any cause, of any one or more of the remainder of the Guarantor(s), or of Borrower or of anyone liable in any manner for the Obligations hereby guaranteed or for the Obligations (including those hereunder) incurred directly or indirectly in respect thereof or hereof, and notwithstanding the dissolution, termination or increase, decrease or change in personnel, management, shareholders or members of any one or more of the Guarantor(s) which may be corporations, partnerships or other entities. This Guaranty shall automatically terminate upon the termination of the Note.

This Guaranty shall not terminate, supersede, cancel, diminish or modify any prior Guaranty or guaranties given by Guarantor to Bank with respect to Obligations of Borrower unless expressly provided herein. All Obligations guaranteed by Guarantor and all rights of Bank, herein and under such prior Guaranty or guaranties, are cumulative and Bank may exercise its rights singly or collectively, and sequentially or concurrently.

Guarantor’s obligations hereunder are not contingent upon and are independent of the obligations of Borrower or any other Guarantor or surety of the Obligations. This Guaranty is not made in consideration of the liability of any other Guarantor or surety of the Obligations. The release or death of any Guarantor of the Obligations or the revocation of any guaranty shall not release or otherwise affect the liability of any other non-revoking Guarantor. A separate action or actions may be brought and prosecuted against Guarantor whether action is brought against Borrower or any other Guarantor or whether Borrower or any other Guarantor is joined in any such action or actions.

A separate action or actions may be brought and prosecuted against Guarantor whether action is brought against Borrower or any other guarantor or whether Borrower or any other guarantor is joined in any such action or actions.

This Guaranty sets forth the entire agreement and understanding of Bank and Guarantor, and Guarantor acknowledges and represents that there exist and have been made absolutely no oral or other agreements, understandings, representations or warranties of any kind or nature (including, without limitation, any agreements or representations concerning renewal, continuation or increase of any of Borrower’s Obligations; any obligation of Bank with respect to any other guarantor of, or any collateral securing, any of Borrower’s Obligations; or any limitation or condition whatsoever to Bank’s rights and Guarantor’s obligations hereunder) with respect to this Guaranty or the obligations of Guarantor hereunder, except as specifically and expressly set forth in this Guaranty.

3. Authorizations to Bank; Waivers. Bank may at any time and from time to time, in its sole discretion and without the consent of, or notice to, Guarantor, without incurring responsibility to Guarantor, without impairing or releasing the obligations of Guarantor hereunder, upon or without any terms or conditions and in whole or in part:

(1) change the manner, place or terms of payment, or interest rates on, and/or change or extend the time of payment of, renew, waive or alter, any Obligation of Borrower, any security therefor, or any Obligation incurred directly or indirectly in respect thereof, and the Guaranty herein made shall apply to the Obligations of Borrower as so changed, extended, renewed, waived or altered;

(2) take and hold, and sell, exchange, release, surrender, substitute, realize upon or otherwise deal with in any manner and in any order, and direct the order or manner of sale thereof (including without limitation by non-judicial sale pursuant to governing security documents and applicable law), any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Obligations hereby guaranteed or any other obligations (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;

(3) exercise or refrain from exercising any rights against Borrower or others (including Guarantor), or any security or otherwise act or refrain from acting;

(4) settle, compromise, discharge or release any Obligation hereby guaranteed, any security therefor or any other obligation (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of Borrower to creditors of Borrower other than Bank and Guarantor;

(5) release or substitute any one or more of the endorsers or other guarantors of the Obligations, or any portion thereof, or any other party thereto;

(6) apply any sums by whomsoever paid or howsoever realized to any Obligations of Borrower to Bank, in such order as Bank shall determine (and Guarantor hereby waives any provision of law regarding applications of payments which specifies otherwise), regardless of what Obligations of Borrower remain unpaid; and

(7) exercise any right or remedy Bank may have with respect to the Obligations or any security for the Obligations, this Guaranty or any other guaranty.

No invalidity, irregularity or unenforceability of all or any part of the Obligations hereby guaranteed or of any security therefor shall affect, impair or be a defense to this Guaranty, and this Guaranty is a primary obligation of Guarantor.

Guarantor waives notice of acceptance of this Guaranty and notice of any liability to which it may apply, and waives presentment, demand of payment, protest, notice of dishonor or nonpayment of any such Obligations, suit or taking other action by Bank against, and any other notice to, any party liable thereon (including Guarantor).

Guarantor waives any right to require Bank to proceed against Borrower or any other person, or to marshal assets or proceed against or exhaust any collateral security for the Obligations, or to give notice of the terms, time and place of any public or private sale or other disposition of any such collateral security, or to take any other action or pursue any other remedy in Bank’s power. In addition, Guarantor waives any defense arising by reason of any failure of Bank to obtain, perfect, maintain or keep in force any security interest in, or lien or encumbrance upon, any property of Borrower or any other person.

Guarantor waives the benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement thereof, and Guarantor agrees that any payment of any Indebtedness or other act which shall toll any statute of limitations applicable thereto shall similarly operate to toll such statute of limitations applicable to Guarantor’s liability hereunder.

Guarantor absolutely, unconditionally and irrevocably waives any and all rights to assert any defense, including any suretyship defenses, affirmative claim, setoff, counterclaim or cross-claim of any kind or nature whatsoever with respect to this Guaranty, including any defenses based on impairment of collateral or on suretyship defenses of any kind, or the obligations of Guarantor under this Guaranty, or the obligations of any other person or party (including, without limitation, Borrower) relating to this Guaranty, or otherwise with respect to the Obligations of Borrower, in any action or proceeding brought by Bank (or any subsequent holder of this Guaranty) to collect the liabilities of Borrower or any portion thereof, or to enforce the obligations of Guarantor under this Guaranty.

4. Setoff. Guarantor hereby authorizes Bank, at any time and from time to time after the occurrence and continuation of an Event of Default (as defined below), without notice, which is hereby expressly waived by Guarantor, and whether or not Bank shall have declared the Obligations to be due and payable in accordance with the terms hereof to set off against, and to appropriate and apply to the payment of Guarantor’s obligations and liabilities under this Guaranty (whether matured or unmatured, fixed or contingent, liquidated or unliquidated), any and all amounts owing by Bank to Guarantor (whether payable in U.S. dollars or any other currency, whether matured or unmatured, and in the case of deposits, whether general or special (except trust and escrow accounts), time or demand and however evidenced). Every such right of setoff shall be deemed to have been exercised immediately upon the occurrence of an Event of Default hereunder without any action of Bank, although Bank may enter such setoff on its books and records at a later time.

5. Representations and Warranties; Covenants. Guarantor hereby represents and warrants to Bank that: (a) this Guaranty and all other documents or agreements at any time hereafter delivered by Guarantor to Bank in connection herewith have been duly authorized, and upon their execution and delivery to Bank will constitute legal, valid and binding agreements and obligations of Guarantor, enforceable in accordance with their respective terms; (b) the consummation of the transactions contemplated by this Guaranty and the fulfillment of the terms hereof will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, Guarantor’s organizational documents or any contractual obligation of Guarantor; (ii) result in the creation or imposition of any lien or other encumbrance upon any of Guarantor’s properties pursuant to the terms of any such contractual obligation except as set forth hereunder or (iii) violate any law, rule or regulation applicable to Guarantor; (c) this Guaranty is executed at Borrower’s request in order to induce Bank to extend or maintain the Obligations to Borrower; (d) Bank has made no representation to Guarantor as to the creditworthiness of Borrower or as to the nature or sufficiency of any collateral securing the Obligations or any part thereof; and (e) Guarantor has established adequate means of obtaining from Borrower on a continuing basis financial and other information pertaining to Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder, and Guarantor further agrees that Bank shall have no obligation to disclose to Guarantor any information or material about any of the Borrowers which is acquired by Bank in any manner.

6. Information. So long as this Guaranty shall remain in effect, and without limitation of any provision of any other document evidencing or securing the Obligations, Guarantor agrees to (a) furnish to Bank, with reasonable promptness, such financial statements, tax returns or other information concerning the business, operations, properties and condition, financial or otherwise, of Guarantor as Bank may reasonably request from time to time, and (b) if applicable, at any reasonable time and from time to time, permit Bank or any of its agents or representatives to examine and make copies of and abstracts from his, her or its records and books of account, visit his, her or its properties and discuss his, her or its affairs, finances and accounts with any of his, her or its executive officers, directors or independent accountants; provided, however, that Guarantor shall only be obligated to reimburse Bank for Bank’s exercise of its rights hereunder one (1) time per calendar year unless an Event of Default has occurred and is continuing.

7. Enforceability of Obligations. No modification, limitation or discharge of the Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of debtors under federal or state law will affect, modify, limit or discharge Guarantor’s liability in any manner whatsoever and this Guaranty will remain and continue in full force and effect and will be enforceable against Guarantor to the same extent and with the same force and effect as if any such proceeding had not been instituted. Guarantor waives all rights and benefits which might accrue to it by reason of any such proceeding and will be liable to the full extent hereunder, irrespective of any modification, limitation or discharge of the liability of Borrower that may result from any such proceeding.

8. Events of Default; Remedies. Upon the happening of any Event of Default (as such term is defined in the Loan Documents), and in any such event, and at any time thereafter, Bank may, without notice to Borrower or Guarantor, make the Obligations of Borrower to Bank, whether or not then due, immediately due to and payable hereunder as to Guarantor, and terminate any commitment or obligation to make loan advances, issue letters of credit or extend additional credit accommodations to Borrower, and Bank shall be entitled to enforce the obligations of Guarantor hereunder.

Further, upon the happening of an Event of Default, Bank may immediately or at any time or times thereafter without demand or notice to Borrower or Guarantor and without advertisement, all of which are hereby expressly waived, sell, resell, assign and deliver all or part of any collateral security for the Obligations, at public or private sale, for cash, upon credit or for future delivery, and in connection therewith may grant options. Upon each such sale Bank may purchase the whole or any part of such collateral security, free from any right of redemption, which is hereby waived and released.

In the case of each such sale, or of any proceedings to collect any obligations of Guarantor, Guarantor shall pay all costs and expenses of every kind for collection, sale or delivery, including reasonable attorneys’ fees, and after deducting such costs and expenses from the proceeds of sale or collection, Bank may apply any residue to pay any obligations of Guarantor, who shall continue to be liable for any deficiency, with interest.

9. Subordination. Without limiting Bank’s rights under any other agreement, upon the date notice of revocation or termination of this Guaranty is received, or upon the occurrence of an Event of Default hereunder or under any of the Loan Documents, any obligations owed by Borrower to Guarantor in connection with any extension of credit or financial accommodation by Guarantor to or for the account of Borrower are hereby subordinated to the Obligations of Borrower, and such Obligations of Borrower to Guarantor shall be collected, enforced and received by Guarantor in trust for Bank and shall be paid over to Bank on account of the Obligations of Borrower without reducing or affecting in any manner the liability of Guarantor under other provisions of this Guaranty.

10. Waiver of Subrogation and Related Rights. Guarantor shall not exercise, and hereby expressly waives, any right of subrogation against any Credit Party which it may otherwise have at any time as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code, or otherwise) until all of the Obligations of Borrower and the other Credit Parties have been indefeasibly paid in full. If any amount is paid to Guarantor on account of subrogation rights Guarantor may otherwise have as a result of this Guaranty, when the Obligations of Borrower shall not have been paid in full, the amount received by Guarantor shall be held in trust for the benefit of Bank and shall be promptly paid to Bank to be credited and applied to the Obligations of Borrower. Further, until the Obligations are indefeasibly paid in full, Guarantor waives all of Guarantor’s rights of reimbursement, indemnification and contribution.

11. Repayment or Recovery from Bank. If a claim is ever made upon Bank for repayment, return, restoration, rescission or other recovery of any amount or amounts received by Bank in payment or on account of any of the Obligations of Borrower or any other obligations of Guarantor hereunder and Bank repays all or part of said amount: (a) because such payment or application of proceeds is or may be avoided, rescinded, invalidated, declared fraudulent, set aside or determined to be void or voidable as a preferential transfer, fraudulent conveyance, impermissible setoff or a diversion of trust funds; or (b) for any other reason, including (without limitation) by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over Bank or any of Bank’s assets or (ii) any settlement or compromise of any such claim effected by Bank with any such claimant (including Borrower), then and in such event Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Guarantor, notwithstanding any revocation hereof or the cancellation of any note or other instrument evidencing any liability of Borrower, and Guarantor shall be and remain liable to Bank hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by Bank. Guarantor hereby agrees to indemnify and to reimburse and hold Bank harmless for the amount so repaid and for all other claims, actions, suits, proceedings, liabilities, losses, costs and expenses of every kind (including, without limitation, the disbursements, expenses and fees of Bank’s attorneys) that may be imposed upon, incurred by or asserted against Bank (i) in connection with defending any such claim for repayment and collecting such amount from Guarantor or (ii) otherwise arising out of or related directly or indirectly to this Guaranty (including, without limitation, any action, suit or proceeding between Guarantor and Bank, whether on this Guaranty or otherwise). The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of Borrower by virtue of any payment or court order or any state or federal law.

12. Preservation of Rights. No delay or omission on Bank’s part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will Bank’s action or inaction impair any such right or power. Bank’s rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which Bank may have under any other agreements, at law or in equity. Bank may proceed in any order against Borrower, Guarantor or any other obligor of, or any collateral securing, the Obligations.

13. Equal Credit Opportunity Act. If Guarantor is not an “applicant for credit” under Section 202.2 (e) of the Equal Credit Opportunity Act of 1974 (“ECOA”), Guarantor acknowledges that (i) this Guaranty has been executed to provide credit support for the Obligations, and (ii) Guarantor was not required to execute this Guaranty in violation of Section 202.7(d) of the ECOA.

14. Governing Law. This Guaranty and each extension of credit under the Loan Documents shall be governed by, and construed in accordance with, the laws of the State of New York without regard to any principles of conflicts of laws which would or might make the laws of any other jurisdiction applicable.

15. Venue; Jurisdiction. Any legal suit, action or proceeding against Bank or Guarantor arising out of or relating to this Guaranty shall be instituted in any Federal or state court located in New York County, New York. Guarantor agrees such courts shall have exclusive jurisdiction in any suit, action, or proceeding between Guarantor and Bank, and Guarantor further waives any objection which it may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding, between Guarantor and Bank, and hereby irrevocably submits to the jurisdiction of any such court. Guarantor does hereby agree that service of process upon Guarantor at its notice address provided in the Loan Documents by registered mail, return receipt requested, shall be deemed in every respect effective service of process upon Guarantor in any such suit, action or proceeding at the time received or refused by Guarantor and shall constitute “personal delivery” thereof as defined in section 308(1) of New York’s Civil Practice Law and Rules (or any amendment thereto). Nothing contained herein shall affect the right of Bank to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Guarantor in any other jurisdictions. To the extent that Guarantor has or hereafter may acquire any immunity from jurisdiction of any court from any legal process (whether through service of notice, attachment prior to judgement, attachment in aid of execution or otherwise) with respect to itself or its property, Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Agreement.

16. WAIVER OF JURY TRIAL. GUARANTOR (a) KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES EACH RIGHT GUARANTOR MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO, AND IN, ANY ACTION OR OTHER LEGAL PROCEEDING OF ANY NATURE, RELATING TO (i) THIS GUARANTY, ANY CREDIT ACCOMMODATION PROVIDED WITH RESPECT HERETO, (ii) ANY TRANSACTION CONTEMPLATED IN ANY SUCH LOAN DOCUMENTS OR (iii) ANY NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THIS GUARANTY, ANY OF THE OBLIGATIONS, OR ANY OTHER LOAN DOCUMENT AND (b) CERTIFIES THAT (i) NEITHER BANK, ANY AFFILIATE OF BANK NOR ANY REPRESENTATIVE OF BANK OR ANY SUCH AFFILIATE HAS REPRESENTED TO GUARANTOR THAT BANK OR ANY SUCH AFFILIATE WILL NOT SEEK TO ENFORCE THE WAIVER MADE BY GUARANTOR IN THIS PARAGRAPH, AND (ii) HE, SHE OR IT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE NEGOTIATION, DRAFTING AND SIGNING OF THIS GUARANTY AS NECESSARY AND APPROPRIATE BY INDEPENDENT LEGAL COUNSEL.

17. Incorporation by Reference. Sections D.4 through D.23 of Part D (Miscellaneous) of that certain letter agreement executed by Borrower on or before the date hereof (as amended, restated or modified from time to time, the “Letter Agreement”) pertaining to, inter alia, notices, costs and expenses, entire agreement, severability, limitation of liability, amendments and modifications, no waiver and remedies, assignments, counterparts and electronic transmission, Patriot Act, certain taxes, no third-party reliance, no fiduciary duty, indemnity, further assurances and correction of defects, publicity, Bank’s sole discretion, interpretation and general definitions, are incorporated herein by reference, mutatis mutandis, with references therein to the Letter Agreement being deemed references to this Guaranty.

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Guarantor acknowledges that it has read and understood all the provisions of this Guaranty, including the waiver of jury trial, and has been advised by counsel as necessary or appropriate.

IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date first written above.

Exhibit 10.5

AMENDMENT NO. 8

TO

AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

This AMENDMENT NO. 8 (this “Amendment”) is executed on December 12, 2025, by and among MANHATTAN BRIDGE CAPITAL, INC., a New York corporation (“Borrower”; and collectively with any Person who is or hereafter becomes a party to the Credit Agreement (as defined below) as a borrower or a guarantor, each a “Loan Party” and collectively, the “Loan Parties”), the Lenders (as defined below) signatory hereto, the Guarantors signatory hereto, and WEBSTER BANK, NATIONAL ASSOCIATION (“Webster”), individually, as a Lender hereunder and as agent for itself and each other Lender (Webster, acting in such agency capacity, the “Agent”).

BACKGROUND

Loan Parties, the financial institutions who are or hereafter become parties thereto as lenders (collectively, the “Lenders” and each individually, a “Lender”), and Agent are parties to an Amended and Restated Credit and Security Agreement, dated as of August 8, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) pursuant to which Agent and Lenders provide Loan Parties with certain financial accommodations.

Loan Parties have requested that Agent and Lenders make certain amendments to the Credit Agreement and the MBC II Guaranty (as hereinafter defined), and Agent and Lenders are willing to do so on the terms and conditions hereafter set forth.

NOW, THEREFORE, in consideration of any loan or advance or grant of credit heretofore or hereafter made to or for the account of Borrower by Lenders, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Definitions. All capitalized terms not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

2. Consent. Borrower has notified Agent and Lenders of the intention of MBC Funding II Corp., a wholly owned subsidiary of Borrower (“MBC II”), to enter into a loan arrangement with Valley National Bank for up to $10,000,000 (the “MBC Loan”) secured by all assets of MBC II, pursuant to a certain Letter Agreement, dated as of December 12, 2025 (the “Line of Credit Agreement”) among the MBC II, Borrower and Principal as guarantors thereunder, and Valley National Bank. The obligations of MBC II under the MBC Loan will be guaranteed by Principal (up to a maximum amount of $500,000) and the Borrower, which guarantees will at all times be unsecured (the “Valley Guaranties”). Subject to Agent’s receipt of a copy of this Amendment duly executed and delivered by Lenders, each Loan Party, MBC II Subsidiary, and Personal Guarantor (defined below), in form and substance satisfactory to Agent, and notwithstanding anything to the contrary in the Credit Agreement (including, without limitation, Sections 7.3 (solely with respect to MBC II) and 7.9 of the Credit Agreement) or the Other Documents delivered in connection therewith, Agent and Required Lenders hereby consent to the incurrence of the MBC Loan by MBC II and the Valley Guaranties by each of Principal and Borrower.

3. Amendment to Credit Agreement. Subject to satisfaction of the conditions precedent set forth in Section 4 below, the Credit Agreement is hereby amended as follows:

(a) Annex One of the Credit Agreement is hereby amended by deleting the following definitions in their entirety therefrom: “Bond Subsidiary”, “Permitted Bond Indenture”, “Permitted Bond Subsidiary Guaranty”, “Permitted Bond Subsidiary Investment” and “Permitted Bond Transaction” and “Permitted Bond Transaction Documentation”.

(b) The definition of “Permitted Encumbrances” set forth in Annex One of the Credit Agreement is hereby amended by deleting clause (k) thereof in its entirety and inserting “[reserved]” in lieu thereof.

(c) Annex One of the Credit Agreement is hereby amended by inserting the following new definitions therein in the appropriate alphanumeric order:

“MBC II Subsidiary” shall mean MBC Funding II Corp., a wholly owned subsidiary of MBC.

“Permitted Valley Debt” shall mean the line of credit provided by Valley National Bank to MBC II Subsidiary in an aggregate principal amount up to $10,000,000, which obligations are secured by all assets of the MBC II Subsidiary and guaranteed by Principal (up to a maximum of $500,000) and the Borrower (which guarantees by Principal and Borrower will be unsecured at all times).

“Permitted Valley Loan Agreement” shall mean that certain Letter Agreement, dated as of December 12, 2025, by and among MBC II Subsidiary, Borrower and Principal (as Guarantors thereunder) and Valley National Bank.

“Permitted Valley Loan Documentation” means the Permitted Valley Loan Agreement, and all agreements, promissory notes, instruments and other documentation in connection therewith.

“Permitted Valley Subsidiary Guaranty” shall mean the unsecured guaranty made by Borrower in favor of Valley National Bank with respect to the Permitted Valley Debt pursuant to the Permitted Valley Loan Documentation.

(d) Section 7.5 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“7.5 Investments. Purchase or acquire obligations or Equity Interests of, or any other interest in, any Person, including, without limitation the acquisition of all, or substantially all, or any material portion of the assets or Equity Interests of a Person or the assets of (a) any division or line of business of a Person and (b) any partnership or joint venture.”

(e) Section 7.7 of the Credit Agreement is hereby amended by deleting clause (b) therein in its entirety and inserting “[reserved]” in lieu thereof.

(f) Each reference in the Credit Agreement to “Permitted Bond Indenture” shall be replaced with reference to “Permitted Valley Loan Agreement”.

(g) Each reference in the Credit Agreement to “Permitted Bond Subsidiary Guaranty” shall be replaced with reference to “Permitted Valley Subsidiary Guaranty”.

(h) Each reference in the Credit Agreement to “Permitted Bond Transaction” shall be replaced with reference to “Permitted Valley Debt”.

(i) Each reference in the Credit Agreement to “Permitted Bond Transaction Documentation” shall be replaced with reference to “Permitted Valley Loan Documentation”.

4. Conditions of Effectiveness. This Amendment (other than the consent set forth in Section 2, which is effective as of the date hereof) shall become effective (such date, the “Amendment No. 8 Effective Date”) upon Agent’s receipt of:

(a) a copy of this Amendment duly executed and delivered by Lenders, each Loan Party, MBC II Subsidiary, and Personal Guarantor (defined below) with one original executed copy of this Amendment to be promptly delivered by Loan Parties to Agent, in form and substance satisfactory to Agent;

(b) evidence, in form and substance satisfactory to Agent, that the Permitted Bond Transaction (as defined in the Credit Agreement prior to giving effect to this Amendment) has been repaid in full; and

(c) such other documents, instruments and agreements as Agent or its counsel may require.

5. Representations and Warranties. Each Loan Party hereby represents and warrants as follows:

(a) This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of each Loan Party and are enforceable against each Loan Party in accordance with their respective terms.

(b) Upon the effectiveness of this Amendment, each Loan Party hereby reaffirms all covenants, representations and warranties made in the Credit Agreement as amended hereby and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.

(c) After giving effect to this Amendment, no Event of Default or Default has occurred and is continuing or would exist after giving effect to this Amendment.

(d) No Loan Party has any defense, counterclaim or offset with respect to the Credit Agreement or any Other Document to which it is a party.

6. Effect on the Credit Agreement.

(a) Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Amendment,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement as amended hereby. This Amendment shall be an Other Document for all purposes under the Credit Agreement.

(b) Except as specifically amended herein, the Credit Agreement, and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Agent or any Lender, nor constitute a waiver of any provision of the Credit Agreement, or any other documents, instruments or agreements executed and/or delivered under or in connection therewith.

7. Release. Each of the Loan Parties on behalf of itself and its successors, assigns, and other legal representatives, and Personal Guarantor on behalf of himself and his successors, assigns, and other legal representatives, hereby, (a) jointly and severally, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and each of their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives and their respective successors and assigns (Agent and Lenders and all such other parties being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, whether liquidated or unliquidated, matured or unmatured, asserted or unasserted, fixed or contingent, foreseen or unforeseen and anticipated or unanticipated, which each of the Loan Parties and Personal Guarantor, or any of their respective successors, assigns, or other legal representatives and their successors and assigns may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any nature, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, in relation to, or in any way in connection with the Credit Agreement, as amended and supplemented through the date hereof, the Personal Guaranty, this Amendment, the Other Documents; (b) understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release; (c) agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final and unconditional nature of the release set forth above and nothing contained herein shall constitute an admission of liability with respect to any Claim on the part of any Releasee; and (d) jointly and severally, absolutely, unconditionally and irrevocably, covenants and agrees with each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any of the Loan Parties or Personal Guarantor pursuant to this Paragraph 7. If any Loan Party or Personal Guarantor violates the foregoing covenant, Loan Parties and Personal Guarantor, jointly and severally, agree to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

8. Governing Law. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of New York.

9. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

10. Counterparts; Facsimile. This Amendment may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement. Any signature delivered by a party by .pdf or electronic transmission shall be deemed to be an original signature hereto.

11. Guaranty Amendment. Subject to satisfaction of the conditions precedent set forth in Section 4 above, MBC II Subsidiary and Agent hereby agree to amend the Guaranty, dated as of April 25, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including, without limitation, by this Amendment, the “MBC II Guaranty”), by MBC II Subsidiary in favor of Agent for the ratable benefit of Lenders, as follows:

(a) Section 21 of the MBC II Guaranty is hereby amended and restated in its entirety as follows:

“21. Negative Pledge. Until the full and final satisfaction of the Obligations and termination of the Credit Agreement, Guarantor shall not consent to the creation, incurrence, assumption, sufferance or existence of any mortgage, security interest, lien or encumbrance on any of its assets other than to Valley National Bank under the Permitted Valley Loan Documentation.”

(b) Each of Section 20 and Section 22 of the MBC II Guaranty is hereby deleted in its entirety and “[Reserved]” is inserted in lieu thereof.

12. Reaffirmation by Guarantors. Assaf Ran (the “Personal Guarantor”) and MBC II Subsidiary each hereby reaffirm that all of the Obligations of Loan Parties under the Credit Agreement as amended by this Agreement are irrevocably guaranteed by (i) Personal Guarantor in accordance with the terms and conditions of the Second Amended and Restated Guaranty, dated as of January 31, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) in favor of Agent for the ratable benefit of Lenders and (ii) MBC II Subsidiary in accordance with the terms and conditions of the MBC II Guaranty, in each case, in favor of Agent for the ratable benefit of Lenders.

13. Severability. In case of one or more of the provisions contained in this Amendment shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first written above.

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Exhibit 99.1

EXECUTION VERSION

LIMITED GUARANTY

THIS LIMITED GUARANTY (this “Guaranty”) is made and entered into as of this 12th day of December, 2025, by ASSAF RAN,an individual residing in Great Neck, New York (the “Guarantor”), and delivered to VALLEY NATIONAL BANK (“Bank”), with an address at 350 Madison Avenue, New York, NY 10017, in consideration of Bank previously, now or hereafter (a) extending or agreeing to extend any credit or other financial accommodation to MBC FUNDING II CORP., a corporation organized under the laws of the State of New York (“Borrower”), or (b) agreeing to any direct or indirect extension, renewal, replacement or modification of, or waiver or forbearance with respect to any such credit or other financial accommodation, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The term “Bank” as used throughout this instrument shall be deemed to include VALLEY NATIONAL BANK, all its subsidiaries and all its agencies, branches and departments wherever located.

1. Guaranteed Obligations.

(a) Guarantor irrevocably, unconditionally and absolutely guarantees to Bank, and becomes surety for the prompt performance and payment when due, whether by acceleration, demand or otherwise, of any and all Obligations (hereafter defined) of Borrower to Bank, in the aggregate at any one time outstanding plus all interest thereon; provided, however, that Guarantor’s liability under this Guaranty shall not exceed $500,000. This is a guaranty of payment and not of collection. Bank shall not be obligated to make any request or demand upon or to pursue any of its rights against Borrower or any other person who may be liable for the payment of the Obligations, or to pursue any collateral security therefor, as a condition of Guarantor’s liability hereunder. If Borrower fails to pay when due or otherwise defaults under any Obligations, Guarantor will pay such Obligations to Bank.

Until the Obligations are indefeasibly paid in full, Guarantor’s liability hereunder shall not be reduced in any manner whatsoever by any amounts which Bank may receive as a result of payments made by or on behalf of Borrower or any other party, provided that payments made by Guarantor shall reduce Guarantor’s liability hereunder.

The term “Obligations” shall include all liabilities, loans, advances, debts, obligations, covenants and duties of any kind or nature owing by Borrower to Bank pursuant to that certain Line of Credit Note, dated as of the date hereof, from Borrower to Bank (as may be amended, modified, extended or renewed from time to time, the “Note”) and the other documents entered into by Borrower in connection with the Note (as each may be amended, modified, extended or renewed from time to time, the “Loan Documents”).

(b) Notwithstanding anything to the contrary contained herein, the definition of “Obligations” shall specifically exclude any and all Excluded Swap Obligations. The foregoing limitation of the definition of Obligations shall be deemed applicable only to the obligations of Guarantor (or solely any particular Guarantor(s) if there is more than one Guarantor) under the particular Swap (or Swaps), or, if arising under a master agreement governing more than one Swap, the portion thereof that constitute Excluded Swap Obligations. As used herein, (i) “Excluded Swap Obligations” means, with respect to each Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap if, and to the extent that, all or any portion of this Guaranty that relates to the obligations under such Swap is or becomes illegal as to such Guarantor under the Commodity Exchange Act (7 U.S.C.§1 et seq.), as amended from time to time, and any successor statute (the “CEA”), or any rule, regulation, or order of the Commodity Futures Trading Commission (the “CFTC”), by virtue of such Guarantor’s failure for any reason to qualify as an “eligible contract participant” (as defined in the CEA and regulations promulgated thereunder) on the Eligibility Date for such Swap; (ii) “Eligibility Date” means the date on which this Guaranty becomes effective with respect to the particular Swap (for the avoidance of doubt, the Eligibility Date shall be the date of the execution of the particular Swap if this Guaranty is then in effect, and otherwise it shall be the date of execution and delivery of this Guaranty); and (iii) “Swap” means any “swap” as defined in Section 1a(47) of the CEA and regulations thereunder between Borrower and Bank, other than (A) a swap entered into on, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (B) a commodity option entered into pursuant to CFTC Regulation 32.3(a).

2. Nature of Guaranty; Revocation. This Guaranty is a continuing, absolute and unconditional guaranty of payment and not of collection, and all Obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. Guarantor acknowledges that this Guaranty and Guarantor’s obligations under this Guaranty shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any kind or nature whatsoever which might otherwise constitute a defense available to Borrower with respect to any of its Obligations under any of the Loan Documents, to Guarantor with respect to this Guaranty or the obligations of Guarantor hereunder, or to any other person or party with respect to any other obligations or agreements relating to Borrower or Borrower’s Obligations to Bank, including, without limitation, fraud in the inducement, failure of consideration, promissory estoppel, expiration of the statute of limitations or laches. The obligations hereunder are joint and several and independent of the obligations of Borrower, and a separate action or actions may be brought and prosecuted against Guarantor whether action is brought against Borrower or any other party, or whether any of Borrower or any other person is joined in any such action or actions. This Guaranty will remain in full force and effect until the Note is terminated even if there is no principal balance outstanding under the Obligations at any time or from time to time. As to each Guarantor, this Guaranty shall continue until the Note is terminated, or the earlier written notice of revocation signed by such Guarantor, or until written notice of the death of such Guarantor (which shall be deemed a notice of revocation hereunder) shall in each case have been actually received by Bank, notwithstanding a revocation by, or the death of, or complete or partial release for any cause, of any one or more of the remainder of the Guarantor(s), or of Borrower or of anyone liable in any manner for the Obligations hereby guaranteed or for the Obligations (including those hereunder) incurred directly or indirectly in respect thereof or hereof, and notwithstanding the dissolution, termination or increase, decrease or change in personnel, management, shareholders or members of any one or more of the Guarantor(s) which may be corporations, partnerships or other entities. This Guaranty shall automatically terminate upon the termination of the Note.

This Guaranty shall not terminate, supersede, cancel, diminish or modify any prior Guaranty or guaranties given by Guarantor to Bank with respect to Obligations of Borrower unless expressly provided herein. All Obligations guaranteed by Guarantor and all rights of Bank, herein and under such prior Guaranty or guaranties, are cumulative and Bank may exercise its rights singly or collectively, and sequentially or concurrently.

Guarantor’s obligations hereunder are not contingent upon and are independent of the obligations of Borrower or any other Guarantor or surety of the Obligations. This Guaranty is not made in consideration of the liability of any other Guarantor or surety of the Obligations. The release or death of any Guarantor of the Obligations or the revocation of any guaranty shall not release or otherwise affect the liability of any other non-revoking Guarantor. A separate action or actions may be brought and prosecuted against Guarantor whether action is brought against Borrower or any other Guarantor or whether Borrower or any other Guarantor is joined in any such action or actions.

This Guaranty sets forth the entire agreement and understanding of Bank and Guarantor, and Guarantor acknowledges and represents that there exist and have been made absolutely no oral or other agreements, understandings, representations or warranties of any kind or nature (including, without limitation, any agreements or representations concerning renewal, continuation or increase of any of Borrower’s Obligations; any obligation of Bank with respect to any other guarantor of, or any collateral securing, any of Borrower’s Obligations; or any limitation or condition whatsoever to Bank’s rights and Guarantor’s obligations hereunder) with respect to this Guaranty or the obligations of Guarantor hereunder, except as specifically and expressly set forth in this Guaranty.

3. Authorizations to Bank; Waivers. Bank may at any time and from time to time, in its sole discretion and without the consent of, or notice to, Guarantor, without incurring responsibility to Guarantor, without impairing or releasing the obligations of Guarantor hereunder, upon or without any terms or conditions and in whole or in part:

(1) change the manner, place or terms of payment, or interest rates on, and/or change or extend the time of payment of, renew, waive or alter, any Obligation of Borrower, any security therefor, or any Obligation incurred directly or indirectly in respect thereof, and the Guaranty herein made shall apply to the Obligations of Borrower as so changed, extended, renewed, waived or altered;

(2) take and hold, and sell, exchange, release, surrender, substitute, realize upon or otherwise deal with in any manner and in any order, and direct the order or manner of sale thereof (including without limitation by non-judicial sale pursuant to governing security documents and applicable law), any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Obligations hereby guaranteed or any other obligations (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;

(3) exercise or refrain from exercising any rights against Borrower or others (including Guarantor), or any security or otherwise act or refrain from acting;

(4) settle, compromise, discharge or release any Obligation hereby guaranteed, any security therefor or any other obligation (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of Borrower to creditors of Borrower other than Bank and Guarantor;

(5) release or substitute any one or more of the endorsers or other guarantors of the Obligations, or any portion thereof, or any other party thereto;

(6) apply any sums by whomsoever paid or howsoever realized to any Obligations of Borrower to Bank, in such order as Bank shall determine (and Guarantor hereby waives any provision of law regarding applications of payments which specifies otherwise), regardless of what Obligations of Borrower remain unpaid; and

(7) exercise any right or remedy Bank may have with respect to the Obligations or any security for the Obligations, this Guaranty or any other guaranty.

No invalidity, irregularity or unenforceability of all or any part of the Obligations hereby guaranteed or of any security therefor shall affect, impair or be a defense to this Guaranty, and this Guaranty is a primary obligation of Guarantor.

Guarantor waives notice of acceptance of this Guaranty and notice of any liability to which it may apply, and waives presentment, demand of payment, protest, notice of dishonor or nonpayment of any such Obligations, suit or taking other action by Bank against, and any other notice to, any party liable thereon (including Guarantor).

Guarantor waives any right to require Bank to proceed against Borrower or any other person, or to marshal assets or proceed against or exhaust any collateral security for the Obligations, or to give notice of the terms, time and place of any public or private sale or other disposition of any such collateral security, or to take any other action or pursue any other remedy in Bank’s power. In addition, Guarantor waives any defense arising by reason of any failure of Bank to obtain, perfect, maintain or keep in force any security interest in, or lien or encumbrance upon, any property of Borrower or any other person.

Guarantor waives the benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement thereof, and Guarantor agrees that any payment of any Indebtedness or other act which shall toll any statute of limitations applicable thereto shall similarly operate to toll such statute of limitations applicable to Guarantor’s liability hereunder.

Guarantor absolutely, unconditionally and irrevocably waives any and all rights to assert any defense, including any suretyship defenses, affirmative claim, setoff, counterclaim or cross-claim of any kind or nature whatsoever with respect to this Guaranty, including any defenses based on impairment of collateral or on suretyship defenses of any kind, or the obligations of Guarantor under this Guaranty, or the obligations of any other person or party (including, without limitation, Borrower) relating to this Guaranty, or otherwise with respect to the Obligations of Borrower, in any action or proceeding brought by Bank (or any subsequent holder of this Guaranty) to collect the liabilities of Borrower or any portion thereof, or to enforce the obligations of Guarantor under this Guaranty.

4. Setoff. Guarantor hereby authorizes Bank, at any time and from time to time after the occurrence and continuation of an Event of Default (as defined below), without notice, which is hereby expressly waived by Guarantor, and whether or not Bank shall have declared the Obligations to be due and payable in accordance with the terms hereof to set off against, and to appropriate and apply to the payment of Guarantor’s obligations and liabilities under this Guaranty (whether matured or unmatured, fixed or contingent, liquidated or unliquidated), any and all amounts owing by Bank to Guarantor (whether payable in U.S. dollars or any other currency, whether matured or unmatured, and in the case of deposits, whether general or special (except trust and escrow accounts), time or demand and however evidenced). Every such right of setoff shall be deemed to have been exercised immediately upon the occurrence of an Event of Default hereunder without any action of Bank, although Bank may enter such setoff on its books and records at a later time.

5. Representations and Warranties; Covenants. Guarantor hereby represents and warrants to Bank that: (a) this Guaranty and all other documents or agreements at any time hereafter delivered by Guarantor to Bank in connection herewith have been duly authorized, and upon their execution and delivery to Bank will constitute legal, valid and binding agreements and obligations of Guarantor, enforceable in accordance with their respective terms; (b) the consummation of the transactions contemplated by this Guaranty and the fulfillment of the terms hereof will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under any contractual obligation of Guarantor; (ii) result in the creation or imposition of any lien or other encumbrance upon any of Guarantor’s properties pursuant to the terms of any such contractual obligation except as set forth hereunder or (iii) violate any law, rule or regulation applicable to Guarantor; (c) this Guaranty is executed at Borrower’s request in order to induce Bank to extend or maintain the Obligations to Borrower; (d) Bank has made no representation to Guarantor as to the creditworthiness of Borrower or as to the nature or sufficiency of any collateral securing the Obligations or any part thereof; and (e) Guarantor has established adequate means of obtaining from Borrower on a continuing basis financial and other information pertaining to Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder, and Guarantor further agrees that Bank shall have no obligation to disclose to Guarantor any information or material about any of the Borrowers which is acquired by Bank in any manner.

6. Information. So long as this Guaranty shall remain in effect, and without limitation of any provision of any other document evidencing or securing the Obligations, Guarantor agrees to (a) furnish to Bank, with reasonable promptness, such financial statements, tax returns or other information concerning the business, operations, properties and condition, financial or otherwise, of Guarantor as Bank may reasonably request from time to time, and (b) if applicable, at any reasonable time and from time to time, permit Bank or any of its agents or representatives to examine and make copies of and abstracts from his, her or its records and books of account, visit his, her or its properties and discuss his, her or its affairs, finances and accounts with any of his, her or its executive officers, directors or independent accountants; provided, however, that Guarantor shall only be obligated to reimburse Bank for Bank’s exercise of its rights hereunder one (1) time per calendar year unless an Event of Default has occurred and is continuing.

7. Enforceability of Obligations. No modification, limitation or discharge of the Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of debtors under federal or state law will affect, modify, limit or discharge Guarantor’s liability in any manner whatsoever and this Guaranty will remain and continue in full force and effect and will be enforceable against Guarantor to the same extent and with the same force and effect as if any such proceeding had not been instituted. Guarantor waives all rights and benefits which might accrue to it by reason of any such proceeding and will be liable to the full extent hereunder, irrespective of any modification, limitation or discharge of the liability of Borrower that may result from any such proceeding.

8. Events of Default; Remedies. Upon the happening of any Event of Default (as such term is defined in the Loan Documents), and in any such event, and at any time thereafter, Bank may, without notice to Borrower or Guarantor, make the Obligations of Borrower to Bank, whether or not then due, immediately due to and payable hereunder as to Guarantor, and terminate any commitment or obligation to make loan advances, issue letters of credit or extend additional credit accommodations to Borrower, and Bank shall be entitled to enforce the obligations of Guarantor hereunder.

Further, upon the happening of an Event of Default, Bank may immediately or at any time or times thereafter without demand or notice to Borrower or Guarantor and without advertisement, all of which are hereby expressly waived, sell, resell, assign and deliver all or part of any collateral security for the Obligations, at public or private sale, for cash, upon credit or for future delivery, and in connection therewith may grant options. Upon each such sale Bank may purchase the whole or any part of such collateral security, free from any right of redemption, which is hereby waived and released.

In the case of each such sale, or of any proceedings to collect any obligations of Guarantor, Guarantor shall pay all costs and expenses of every kind for collection, sale or delivery, including reasonable attorneys’ fees, and after deducting such costs and expenses from the proceeds of sale or collection, Bank may apply any residue to pay any obligations of Guarantor, who shall continue to be liable for any deficiency, with interest.

9. Subordination. Without limiting Bank’s rights under any other agreement, upon the date notice of revocation or termination of this Guaranty is received, or upon the occurrence of an Event of Default hereunder or under any of the Loan Documents, any obligations owed by Borrower to Guarantor in connection with any extension of credit or financial accommodation by Guarantor to or for the account of Borrower are hereby subordinated to the Obligations of Borrower, and such Obligations of Borrower to Guarantor shall be collected, enforced and received by Guarantor in trust for Bank and shall be paid over to Bank on account of the Obligations of Borrower without reducing or affecting in any manner the liability of Guarantor under other provisions of this Guaranty.

10. Waiver of Subrogation and Related Rights. Guarantor shall not exercise, and hereby expressly waives, any right of subrogation against any Credit Party which it may otherwise have at any time as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code, or otherwise) until all of the Obligations of Borrower and the other Credit Parties have been indefeasibly paid in full. If any amount is paid to Guarantor on account of subrogation rights Guarantor may otherwise have as a result of this Guaranty, when the Obligations of Borrower shall not have been paid in full, the amount received by Guarantor shall be held in trust for the benefit of Bank and shall be promptly paid to Bank to be credited and applied to the Obligations of Borrower. Further, until the Obligations are indefeasibly paid in full, Guarantor waives all of Guarantor’s rights of reimbursement, indemnification and contribution.

11. Repayment or Recovery from Bank. If a claim is ever made upon Bank for repayment, return, restoration, rescission or other recovery of any amount or amounts received by Bank in payment or on account of any of the Obligations of Borrower or any other obligations of Guarantor hereunder and Bank repays all or part of said amount: (a) because such payment or application of proceeds is or may be avoided, rescinded, invalidated, declared fraudulent, set aside or determined to be void or voidable as a preferential transfer, fraudulent conveyance, impermissible setoff or a diversion of trust funds; or (b) for any other reason, including (without limitation) by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over Bank or any of Bank’s assets or (ii) any settlement or compromise of any such claim effected by Bank with any such claimant (including Borrower), then and in such event Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Guarantor, notwithstanding any revocation hereof or the cancellation of any note or other instrument evidencing any liability of Borrower, and Guarantor shall be and remain liable to Bank hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by Bank. Guarantor hereby agrees to indemnify and to reimburse and hold Bank harmless for the amount so repaid and for all other claims, actions, suits, proceedings, liabilities, losses, costs and expenses of every kind (including, without limitation, the disbursements, expenses and fees of Bank’s attorneys) that may be imposed upon, incurred by or asserted against Bank (i) in connection with defending any such claim for repayment and collecting such amount from Guarantor or (ii) otherwise arising out of or related directly or indirectly to this Guaranty (including, without limitation, any action, suit or proceeding between Guarantor and Bank, whether on this Guaranty or otherwise). The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of Borrower by virtue of any payment or court order or any state or federal law.

12. Preservation of Rights. No delay or omission on Bank’s part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will Bank’s action or inaction impair any such right or power. Bank’s rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which Bank may have under any other agreements, at law or in equity. Bank may proceed in any order against Borrower, Guarantor or any other obligor of, or any collateral securing, the Obligations.

13. Prohibited Person Compliance. Guarantor warrants, represents and covenants that neither Guarantor nor any of its affiliates is or will be a person (a) that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order 13224 issued on September 24, 2001 (“EO13224”), (b) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National and Blocked Persons,” (c) who commits, threatens to commit or supports “terrorism,” as defined in EO13224 or (d) who is otherwise affiliated with any entity or person listed above (any and all parties or persons described in subparts (a) through (d) above are herein referred to as a “Prohibited Person”). Guarantor covenants and agrees that neither Guarantor nor any of its affiliates will knowingly (i) conduct any business, or engage in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services to or for the benefit of a Prohibited Person, or (ii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in EO13224. Guarantor further covenants and agrees to deliver (from time to time) to Bank any such certification or other evidence as may be requested by Bank in its sole and absolute discretion, confirming each such representation.

14. Equal Credit Opportunity Act. If Guarantor is not an “applicant for credit” under Section 202.2 (e) of the Equal Credit Opportunity Act of 1974 (“ECOA”), Guarantor acknowledges that (i) this Guaranty has been executed to provide credit support for the Obligations, and (ii) Guarantor was not required to execute this Guaranty in violation of Section 202.7(d) of the ECOA.

15. Governing Law. This Guaranty and each extension of credit under the Loan Documents shall be governed by, and construed in accordance with, the laws of the State of New York without regard to any principles of conflicts of laws which would or might make the laws of any other jurisdiction applicable.

16. Venue; Jurisdiction. Any legal suit, action or proceeding against Bank or Guarantor arising out of or relating to this Guaranty shall be instituted in any Federal or state court located in New York County, New York. Guarantor agrees such courts shall have exclusive jurisdiction in any suit, action, or proceeding between Guarantor and Bank, and Guarantor further waives any objection which it may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding, between Guarantor and Bank, and hereby irrevocably submits to the jurisdiction of any such court. Guarantor does hereby agree that service of process upon Guarantor at its notice address provided in the Loan Documents by registered mail, return receipt requested, shall be deemed in every respect effective service of process upon Guarantor in any such suit, action or proceeding at the time received or refused by Guarantor and shall constitute “personal delivery” thereof as defined in section 308(1) of New York’s Civil Practice Law and Rules (or any amendment thereto). Nothing contained herein shall affect the right of Bank to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Guarantor in any other jurisdictions.

17. WAIVER OF JURY TRIAL. GUARANTOR (a) KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES EACH RIGHT GUARANTOR MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO, AND IN, ANY ACTION OR OTHER LEGAL PROCEEDING OF ANY NATURE, RELATING TO (i) THIS GUARANTY, ANY CREDIT ACCOMMODATION PROVIDED WITH RESPECT HERETO, (ii) ANY TRANSACTION CONTEMPLATED IN ANY SUCH LOAN DOCUMENTS OR (iii) ANY NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THIS GUARANTY, ANY OF THE OBLIGATIONS, OR ANY OTHER LOAN DOCUMENT AND (b) CERTIFIES THAT (i) NEITHER BANK, ANY AFFILIATE OF BANK NOR ANY REPRESENTATIVE OF BANK OR ANY SUCH AFFILIATE HAS REPRESENTED TO GUARANTOR THAT BANK OR ANY SUCH AFFILIATE WILL NOT SEEK TO ENFORCE THE WAIVER MADE BY GUARANTOR IN THIS PARAGRAPH, AND (ii) HE, SHE OR IT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE NEGOTIATION, DRAFTING AND SIGNING OF THIS GUARANTY AS NECESSARY AND APPROPRIATE BY INDEPENDENT LEGAL COUNSEL.

18. Incorporation by Reference. Sections D.4 through D.23 of Part D (Miscellaneous) of that certain letter agreement executed by Borrower on or before the date hereof (as amended, restated or modified from time to time, the “Letter Agreement”) pertaining to, inter alia, notices, costs and expenses, entire agreement, severability, limitation of liability, amendments and modifications, no waiver and remedies, assignments, counterparts and electronic transmission, Patriot Act, certain taxes, no third-party reliance, no fiduciary duty, indemnity, further assurances and correction of defects, publicity, Bank’s sole discretion, interpretation and general definitions, are incorporated herein by reference, mutatis mutandis, with references therein to the Letter Agreement being deemed references to this Guaranty.

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Guarantor acknowledges that it has read and understood all the provisions of this Guaranty, including the waiver of jury trial, and has been advised by counsel as necessary or appropriate.

IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date first written above.