Exhibit 4.7


 


PLEDGE AGREEMENT


 


MADE BY


 


MANHATTAN BRIDGE CAPITAL, INC.


 


TO


 


GOLDENTHAL & SUSS CPA’S AND CONSULTANTS
P.C.,

AS COLLATERAL AGENT


 


DATED AS OF ___________ __, 2016


 




     


     


    

 


Table of Contents 


	 	 	 	 	Page
	 	 	 	 	 
	ARTICLE I.	 	DEFINITIONS	 	 	1
	 	 	 	 	 	 
	Section 1.1	 	Defined Terms	 	 	1
	 	 	 	 	 	 
	Section 1.2	 	Other Definitional Provisions	 	 	2
	 	 	 	 	 	 
	Section 1.3	 	Other Terms	 	 	2
	 	 	 	 	 	 
	Section 1.4	 	Computation of Time Periods	 	 	2
	 	 	 	 	 	 
	ARTICLE II.	 	PLEDGE	 	 	3
	 	 	 	 	 	 
	Section 2.1	 	Pledge	 	 	3
	 	 	 	 	 	 
	ARTICLE III.	 	DELIVERY OF COLLATERAL	 	 	3
	 	 	 	 	 	 
	Section 3.1	 	Delivery of Collateral	 	 	3
	 	 	 	 	 	 
	Section 3.2	 	Recording of Encumbrance	 	 	3
	 	 	 	 	 	 
	Section 3.3	 	Equity Interests	 	 	3
	 	 	 	 	 	 
	ARTICLE IV.	 	REPRESENTATIONS AND WARRANTIES	 	 	4
	 	 	 	 	 	 
	Section 4.1	 	Representations and Warranties	 	 	4
	 	 	 	 	 	 
	ARTICLE V.	 	SUPPLEMENTS; FURTHER ASSURANCES	 	 	6
	 	 	 	 	 	 
	Section 5.1	 	Supplements	 	 	6
	 	 	 	 	 	 
	Section 5.2	 	Further Assurances	 	 	6
	 	 	 	 	 	 
	ARTICLE VI.	 	COVENANTS	 	 	6
	 	 	 	 	 	 
	Section 6.1	 	No Encumbrances	 	 	6
	 	 	 	 	 	 
	Section 6.2	 	Notices	 	 	7
	 	 	 	 	 	 
	Section 6.3	 	Dividend/Distribution Rights/Voting Power	 	 	7
	 	 	 	 	 	 
	Section 6.4	 	Equity Interests	 	 	7
	 	 	 	 	 	 
	Section 6.5	 	Legal Subsistence	 	 	7
	 	 	 	 	 	 
	Section 6.6	 	Compliance with Laws	 	 	7
	 	 	 	 	 	 
	Section 6.7	 	Taxes	 	 	7
	 	 	 	 	 	 
	Section 6.8	 	Modifications	 	 	8
	 	 	 	 	 	 
	ARTICLE VII.	 	SECURED PARTY APPOINTED ATTORNEY-IN-FACT	 	 	8
	 	 	 	 	 	 
	Section 7.1	 	Secured Party Appointed Attorney-In-Fact	 	 	8
	 	 	 	 	 	 
	ARTICLE VIII.	 	REASONABLE CARE	 	 	8
	 	 	 	 	 	 
	Section 8.1	 	Reasonable Care	 	 	8
	 	 	 	 	 	 
	ARTICLE IX.	 	NO LIABILITY	 	 	8
	 	 	 	 	 	 
	Section 9.1	 	No Liability	 	 	8
	 	 	 	 	 	 
	ARTICLE X.	 	REMEDIES UPON EVENT OF DEFAULT	 	 	9
	 	 	 	 	 	 
	Section 10.1	 	Remedies Upon Event of Default	 	 	9
	 	 	 	 	 	 
	ARTICLE XI.	 	EXPENSES	 	 	10
	 	 	 	 	 	 
	Section 11.1	 	Expenses	 	 	10



 




     


     


    

 


Table of Contents (cont.)


	 	 	 	 	Page	 
	 	 	 	 	 	 
	ARTICLE XII.	 	NO WAIVER	 	 	10	 
	 	 	 	 	 	 	 
	Section 12.1	 	No Waiver	 	 	10	 
	 	 	 	 	 	 	 
	ARTICLE XIII.	 	AMENDMENTS	 	 	10	 
	 	 	 	 	 	 	 
	Section 13.1	 	Amendments	 	 	10	 
	 	 	 	 	 	 	 
	ARTICLE XIV.	 	RELEASE; TERMINATION	 	 	11	 
	 	 	 	 	 	 	 
	Section 14.1	 	Release; Termination	 	 	11	 
	 	 	 	 	 	 	 
	ARTICLE XV.	 	NOTICES	 	 	11	 
	 	 	 	 	 	 	 
	Section 15.1	 	Notices	 	 	11	 
	 	 	 	 	 	 	 
	ARTICLE XVI.	 	CONTINUING SECURITY INTEREST	 	 	11	 
	 	 	 	 	 	 	 
	Section 16.1	 	Continuing Security Interest	 	 	11	 
	 	 	 	 	 	 	 
	ARTICLE XVII.	 	SECURITY INTEREST ABSOLUTE	 	 	11	 
	 	 	 	 	 	 	 
	Section 17.1	 	Security Interest Absolute	 	 	11	 
	 	 	 	 	 	 	 
	ARTICLE XVIII.	 	INDEMNITY	 	 	12	 
	 	 	 	 	 	 	 
	Section 18.1	 	Indemnity	 	 	12	 
	 	 	 	 	 	 	 
	ARTICLE XIX.	 	OBLIGATIONS SECURED BY COLLATERAL	 	 	12	 
	 	 	 	 	 	 	 
	Section 19.1	 	Obligations Secured by Collateral	 	 	12	 
	 	 	 	 	 	 	 
	ARTICLE XX.	 	SEVERABILITY	 	 	12	 
	 	 	 	 	 	 	 
	Section 20.1	 	Severability	 	 	12	 
	 	 	 	 	 	 	 
	ARTICLE XXI.	 	COUNTERPARTS; EFFECTIVENESS	 	 	13	 
	 	 	 	 	 	 	 
	Section 21.1	 	Counterparts; Effectiveness	 	 	13	 
	 	 	 	 	 	 	 
	ARTICLE XXII.	 	REINSTATEMENT	 	 	13	 
	 	 	 	 	 	 	 
	Section 22.1	 	Reinstatement	 	 	13	 
	 	 	 	 	 	 	 
	ARTICLE XXIII.	 	SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL	 	 	13	 
	 	 	 	 	 	 	 
	Section 23.1	 	SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL	 	 	13	 
	 	 	 	 	 	 	 
	ARTICLE XXIV.	 	GOVERNING LAW	 	 	14	 
	 	 	 	 	 	 	 
	Section 24.1	 	GOVERNING LAW	 	 	14	 



 




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PLEDGE AGREEMENT


 


This PLEDGE AGREEMENT (this “Agreement”),
dated as of ______________ __, 2016, is made by MANHATTAN BRIDGE CAPITAL, INC., a New York corporation (“MBC”),
to Goldenthal & Suss CPA’s and Consultants P.C., as collateral agent under the Indenture hereinafter described (the “Secured
Party”), as grantee hereunder.


 


WITNESSETH :


 


WHEREAS, pursuant to that certain Indenture,
dated as of ______________ __, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”),
between MBC Funding II Corp, a New York corporation (the “Issuer”), MBC, Computershare Trust Company, as initial
trustee (the “Trustee”), and the Secured Party, the Issuer is issuing its __% Senior Secured Notes due __________
2026 (the “Notes”); and


 


WHEREAS, as a condition precedent to the issuance
of the Notes, MBC is executing and delivering that certain Continuing Unconditional Guarantee, dated as of ______________ __, 2016
(as amended, restated, supplemented or otherwise modified from time to time, the “Guarantee”) to the Trustee,
for the benefit of itself, the Secured Party and the Noteholders; and


 


WHEREAS, as a condition precedent to the issuance
of the Notes, MBC is required to execute and deliver this Agreement to the Secured Party to secure MBC’s obligations under
the Guarantee; and


 


WHEREAS, MBC will derive a financial benefit
from the issuance of the Notes by the Issuer, such that it is and will be in MBC’s interest and to its financial benefit
to enter into this Agreement.


 


NOW, THEREFORE, in consideration of the foregoing
premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, MBC hereby covenants
and agrees with the Secured Party as follows:


 


ARTICLE I.

DEFINITIONS


 


Section 1.1           Defined
Terms. Unless otherwise defined herein, terms defined in the Indenture and used herein shall have the meanings given to them
in the Indenture, except that the following terms shall have the specified meanings:


 


“Agreement” has the meaning
set forth in the preamble hereto.


 


“Collateral” has the meaning
set forth in Section 2.1.


 


“MBC” has the meaning set
forth in the preamble of this Agreement.


 


“Equity Interests” means
shares of capital stock or other equity ownership interests in a Person, and any warrants, options or other rights entitling the
holder thereof to purchase or acquire any such equity interest, but excluding debt securities convertible or exchangeable into
any such equity interest.


 




     


     


    

  


“Indemnitee” has the meaning
set forth in Section 18.1.


 


“Indenture” has the meaning
set forth in the recitals to this Agreement.


 


“Issuer” has the meaning
set forth in the recitals to this Agreement.


 


“Notes” has the meaning set
forth in the recitals to this Agreement.


 


“Pledged Equity” has the
meaning set forth in Section 2.1(a).


 


“Secured Obligations” has
the meaning set forth in Section 2.1.


 


“Secured Party” has the meaning
set forth in the preamble of this Agreement.


 


“Voting Notice” has the meaning
set forth in Section 6.3.


 


Section 1.2           Other
Definitional Provisions.


 


(a)          Each
term defined in the singular form in Section 1.1 or elsewhere in this Agreement shall mean the plural thereof when the plural form
of such term is used in this Agreement or any certificate, report or other document made or delivered pursuant hereto, and each
term defined in the plural form in Section 1.1 or elsewhere in this Agreement shall mean the singular thereof when the singular
form of such term is used herein or therein. Words of the masculine, feminine or neuter gender shall mean and include the correlative
words of other genders.


 


(b)          The
words “hereof, “herein”, “hereunder” and similar terms when used in this Agreement shall refer to
this Agreement as a whole and not to any particular provision of this Agreement, and Article and Section references herein are
references to Articles and Sections to this Agreement unless otherwise specified.


 


(c)          The
terms “include”, “including” and similar terms shall be construed as if followed by the phrase “without
limitation”.


 


Section 1.3           Other
Terms. Unless otherwise defined herein or in the Indenture, or unless the context otherwise requires, all terms used herein
that are defined in the UCC shall have the meanings therein stated.


 


Section 1.4           Computation
of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to
a later specified date, the word “from” means “from and including” and each of the words “to”
and “until” means “to but excluding”.


 




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ARTICLE II.

PLEDGE


 


Section 2.1           Pledge.
As security for the payment and performance when due of the obligations of MBC under the Guarantee (the “Secured Obligations”),
MBC hereby pledges, grants, assigns, hypothecates, transfers and delivers to the Secured Party, for the benefit of itself, the
Trustee and the Noteholders, a continuing first priority security interest in all of MBC’s right, title and interest in,
to and under the following property, whether now owned or hereafter acquired (the “Collateral”):


 


(a)          all
of MBC’s Equity Interests in the Issuer, whether now owned or acquired in the future (the “Pledged Equity”);


 


(b)          all
certificates, agreements or other instruments, if any, representing the Pledged Equity;


 


(c)          all
dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or
in exchange for all or any part of the Pledged Equity; and


 


(d)          all
proceeds of any of the foregoing (including, without limitation, proceeds constituting any property of the types described above).


 


ARTICLE III.

DELIVERY OF COLLATERAL


 


Section 3.1           Delivery
of Collateral. Contemporaneously with the execution of this Agreement, MBC shall deliver or cause to be delivered to the Secured
Party, to the extent not previously delivered, (a) any and all certificates and other instruments evidencing the Pledged Equity
then held in the form of certificates or other instruments by MBC, together with undated stock powers or assignments of such certificates
duly executed and signed in blank, (b) any and all certificates or other instruments or documents representing any of the Collateral
then held by MBC and (c) all other property comprising part of the Collateral then held in the form of certificates or other instruments
by MBC with proper instruments of assignment duly executed and such other instruments or documents as the Secured Party may reasonably
request to effect the purposes contemplated hereby.


 


Section 3.2           Recording
of Encumbrance. MBC shall record the security interest of the Secured Party on its records at its principal office within two
(2) Business Days after the date hereof and provide to the Secured Party written confirmation that such security interest has been
recorded and that there are no other liens, security interests or other encumbrances on its records with respect to the Collateral.


 


Section 3.3           Equity
Interests. If MBC shall become entitled to receive or shall receive, in respect of the Pledged Equity, any Equity Interests,
options, warrants, rights or other similar property, including, without limitation, any certificate representing any distribution
in connection with any recapitalization, reclassification or increase or reduction of capital (whether as an addition to, in substitution
of or in exchange for such Pledged Equity or otherwise), MBC agrees:


 




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(a)          to
accept the same as the agent of the Secured Party;


 


(b)          to
hold the same in trust on behalf of and for the benefit of the Secured Party; and


 


(c)          to
deliver any and all certificates or instruments evidencing the same to the Secured Party on or before the close of business on
the second (2nd) Business Day following the receipt thereof by MBC, in the exact form received, with undated stock powers
or assignment of such certificate or instruments duly executed in blank, to be held by the Secured Party, subject to the terms
of this Agreement, as additional Collateral.


 


ARTICLE IV.

REPRESENTATIONS AND WARRANTIES


 


Section 4.1           Representations
and Warranties. MBC represents and warrants as follows:


 


(a)          MBC
is a corporation duly created and validly existing in good standing under the laws of the State of New York and has full power,
authority and legal right to execute and deliver this Agreement and the other Transaction Documents to which MBC is a party, and
to perform its obligations hereunder and thereunder.


 


(b)          The
execution and delivery by MBC of this Agreement and the other Transaction Documents to which MBC is a party, and the performance
by MBC of its obligations hereunder and thereunder, has been duly and validly authorized and will not violate the organizational
documents of MBC, nor will such execution, delivery or performance require the authorization, consent or approval of, the giving
of notice to, the filing or registration with, or the taking of any other action by, any arbitrator, court or other Governmental
Authority (other than the SEC) or conflict with, or result in a breach or violation of, any provision of any law or regulation
governing MBC or any order, writ, judgment or decree of any arbitrator, court or other Governmental Authority applicable to MBC
or any of its assets, any indenture, mortgage, deed of trust, partnership agreement or other agreement or instrument to which MBC
is a party or by which MBC or all or any portion of its assets is bound, which breach or violation would materially adversely affect
either the ability of MBC to perform its obligations under this Agreement and such other Transaction Documents or the financial
condition of MBC.


 


(c)          MBC
has requisite power and authority to transact the businesses in which it is now engaged. MBC is duly qualified to do business and
is in good standing in each jurisdiction where it is required to be so qualified in connection its business and operations. MBC
possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to transact the
businesses in which it is now engaged, the failure of which to obtain would result in a material adverse effect on either the ability
of MBC to perform its obligations under this Agreement and the other Transaction Documents to which it is a party or the financial
condition of MBC.


 




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(d)          This
Agreement and the other Transaction Documents have been duly executed and delivered by MBC and constitute valid, legal and binding
obligations of MBC, enforceable against MBC in accordance with the terms hereof, subject to (i) applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and (ii) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.


 


(e)          MBC
has no employee benefit plans and is not required to make any contributions to any Plans.


 


(f)          MBC
is not: (i) an “investment company” or a company “controlled” by an “investment company,” within
the meaning of the 1940 Act; (ii) a “holding company” or a “subsidiary company” of a “holding company”
or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning
of the Public Utility Holding Company Act of 1935, as amended; or (iii) subject to any other federal or state law or regulation
which prevents MBC from entering into this Agreement.


 


(g)          The
Transaction Documents and the Prospectus do not contain any untrue statement of a material fact or omit to state any material fact
necessary to make statements contained herein or therein not misleading.


 


(h)          There
are no Proceedings at law or in equity or by or before any government authority, arbitral tribunal or other body now pending against
MBC or, to the best knowledge of MBC, threatened against MBC which questions the validity or legality of or seeks damages in connection
with this Agreement or the other Transaction Documents to which MBC is a party or which seeks to prevent the consummation of any
of the transactions contemplated by this Agreement or such other Transaction Documents.


 


(i)          It
is in MBC’s direct interest to assist the Issuer in issuing the Notes because MBC has a direct investment in or business
relationship with the Issuer.


 


(j)          The
Pledged Equity is validly issued, fully paid for and non-assessable and is registered in the name of MBC.


 


(k)          MBC
is pledging hereunder all of MBC’s interest and ownership in the Issuer and Issuer has not issued any of other equity securities
or any debt securities convertible into equity securities in the Issuer. MBC is the sole legal and beneficial owner of the Collateral
free and clear of any liens, security interests or other encumbrances, other than the security interest created pursuant to this
Agreement. No security agreement, financing statement or other public notice with respect to all or any part of the Collateral
is on file or of record in any public office, except such as may have been filed in favor of the Secured Party pursuant to this
Agreement.


 


(l)          No
consent of any other party (including, without limitation, shareholders, directors or creditors of MBC) and no government approval
is required which has not been obtained (i) for the pledge by MBC of the Collateral pursuant to this Agreement or (ii) for the
exercise by the Secured Party of the rights provided for in this Agreement or the remedies in respect of the Collateral pursuant
to this Agreement (except as may be required (1) in connection with any disposition of all or any part of the Collateral under
any laws affecting the offering and sale of securities generally, and (2) under applicable federal and state laws, rules and regulations
and applicable interpretations thereof providing for the supervision or regulation of the banking or trust businesses generally
and applicable to the Secured Party.


 




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(m)          The
execution and delivery of this Agreement concurrently with the delivery to the Secured Party of the certificates and other items
contemplated by Section 3.1 and the taking of the actions described in Section 3.3 constitute “control” of the Pledged
Equity described in Section 8-106(b) of the UCC and create a valid security interest in the Collateral securing the Secured Obligations,
and MBC has done such other acts, if any, reasonably requested by the Secured Party to perfect the security interest in the Collateral
granted hereunder.


 


(n)          MBC
has not sold, transferred, pledged or granted any option or security interest in or otherwise hypothecated the Collateral in any
manner whatsoever, except for the security interest granted to the Secured Party hereby; the Collateral is pledged hereby free
and clear of any liens, security interests, encumbrances, claims, attachments, pledges, restrictions, legends, and options of every
kind, nature and description and whether voluntary or involuntary; and, so long as any portion of the Obligations remain unpaid,
MBC will not sell, transfer, pledge or grant any lien, security interest, encumbrances or option in or with respect to the Collateral
or otherwise create or permit to exist any lien upon or with respect to the Collateral without the consent of the Secured Party
and will do all other acts which may be reasonably necessary to protect the Collateral against the rights, claims, liens or other
security interests of third persons.


 


ARTICLE V.

SUPPLEMENTS; FURTHER ASSURANCES


 


Section 5.1           Supplements.
MBC agrees that, at any time and from time to time, at MBC’s expense and upon the Secured Party’s reasonable request,
MBC will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary
or desirable in the reasonable discretion of the Secured Party, in order to perfect the security interest in the Collateral and
to carry out the provisions of this Agreement or to enable the Secured Party to exercise and enforce its rights and remedies hereunder
with respect to any Collateral.


 


Section 5.2           Further
Assurances. If MBC fails to perform any agreement contained herein after receipt of a written request to do so from the Secured
Party, the Secured Party may itself perform, or cause performance of, such agreement, in which case the reasonable expenses of
the Secured Party, including the fees and expenses of its counsel, incurred in connection therewith shall be payable by MBC under
Section 11.1.


 


ARTICLE VI.

COVENANTS


 


Section 6.1           No
Encumbrances. MBC shall not (a) sell or otherwise dispose of the Collateral or any interest therein or (b) enter into, create,
incur, assume, suffer or permit to exist any lien, security interest or other encumbrance on or with respect to the Collateral,
now owned or hereafter acquired or any interest therein or any income or profits therefrom, or file or permit the filing of, or
permit to remain in effect any financing statement or other similar notice of any lien, security interest or other encumbrance
with respect to the Collateral


 




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Section 6.2           Notices.
MBC shall promptly give the Secured Party copies of all notices and other communications received by MBC with respect to any Collateral
registered in the name of MBC.


 


Section 6.3           Dividend/Distribution
Rights/Voting Power. Unless and until an Event of Default shall have occurred, MBC shall be entitled to receive all dividends
and/or distributions paid on the Pledged Equity and to exercise all voting powers in all organizational matters pertaining to the
Collateral for any purpose not inconsistent with, or in violation of, the provisions of the Indenture or the other Transaction
Documents. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, the Secured Party
may, in its sole discretion, deliver to MBC a written notice (such notice, a “Voting Notice”), whereupon the
Secured Party shall have the sole and exclusive right to exercise all voting rights with respect to the Collateral, and MBC shall
take all such steps as may be necessary to effectuate such rights until the Secured Party notifies MBC in writing of the revocation
of such Voting Notice. Upon the delivery of a Voting Notice to MBC and until such time, if any, as such Voting Notice is revoked,
MBC shall have no further rights to and shall not exercise voting powers or other ownership and/or management rights with respect
to the Collateral and all such rights shall be thereafter exercisable only by the Secured Party (regardless of whether the Secured
Party shall have taken title to the Collateral and/or otherwise exercised any of its rights and remedies with respect to the Collateral
and even prior to any such exercise).


 


Section 6.4           Equity
Interests. MBC agrees that it will not accept any Equity Interests or other equity ownership interests, any rights or options
to acquire any Equity Interests or other equity ownership interests or other securities, each in addition to or in substitution
for the Collateral, without prior written consent of the Secured Party.


 


Section 6.5           Legal
Subsistence. MBC shall preserve and maintain (a) its legal subsistence as a corporation in good standing under the laws of
the State of New York and (b) its qualification to do business in every jurisdiction where the ownership of its properties and
the nature of its business require them to be so qualified and where the failure to be so qualified would have a material adverse
effect on the security interest created by this Agreement.


 


Section 6.6           Compliance
with Laws. MBC shall comply in all material respects with all laws, and obtain, maintain and comply with all government approvals
as shall now or hereafter be necessary under applicable law, rule, or regulation, in each case, in connection with the making and
performance by MBC of any provision of this Agreement.


 


Section 6.7           Taxes.
MBC shall pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its incomes or profits
or on any of its properties prior to the date on which penalties attach thereto, and all lawful claims that, if unpaid, could reasonably
be expected to become a lien or other encumbrance upon the Collateral, unless such matters are being challenged by MBC in good
faith. MBC will promptly pay or cause to be paid any valid, final judgment enforcing any such tax, assessment, charge, levy or
claim and cause the same to be satisfied of record.


 




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Section 6.8           Modifications.
MBC shall not, without the prior written consent of the Secured Party, agree to or permit any amendment, supplement or modification
of, or waiver with respect to, any of the provisions of any of the organizational documents of the Issuer, if any such amendment,
supplement, modification or waiver would result in a material adverse change in the value of the Collateral or the rights of the
Secured Party.


 


ARTICLE VII.

SECURED PARTY APPOINTED ATTORNEY-IN-FACT


 


Section 7.1           Secured
Party Appointed Attorney-In-Fact. MBC hereby appoints the Secured Party, or any Person (including any officer or agent) whom
the Secured Party may designate, as MBC’s true and lawful attorney-in-fact, with full irrevocable power and authority in
the place and stead of MBC and in the name of MBC or in its own name, at MBC’s cost and expense, from time to time in the
Secured Party’s reasonable discretion to take any action and to execute any instrument which the Secured Party may reasonably
deem necessary or advisable to enforce its rights under this Agreement, including, without limitation, authority to receive, endorse
and collect all instruments made payable to MBC representing any distribution, interest payment or other payment in respect of
the Collateral or any part thereof and to give full discharge for the same; provided, however, that the Secured Party
will not exercise its powers under this Section 7.1 unless an Event of Default has occurred and is continuing and unless so instructed
pursuant to the Indenture.


 


ARTICLE VIII.

REASONABLE CARE


 


Section 8.1           Reasonable
Care. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral
in its possession if the Collateral is accorded treatment substantially equivalent to that which the Secured Party accords its
own property of the type of which the Collateral consists, it being understood that the Secured Party shall have no responsibility
for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative
to any Collateral, whether or not the Secured Party has or is deemed to have knowledge of such matters, or (b) taking any necessary
steps to preserve rights against any parties with respect to any Collateral absent its gross negligence or willful misconduct.


 


ARTICLE IX.

NO LIABILITY


 


Section 9.1           No
Liability. Neither the Secured Party nor any of its directors, officers, employees or agents shall be deemed to have assumed
any of the liabilities or obligations of MBC as a result of the pledge and security interest granted under or pursuant to this
Agreement. In the absence of gross negligence or willful misconduct, the Secured Party or any of its directors, officers, employees
or agents shall not be liable for any failure to collect or realize upon the Secured Obligations or any collateral security or
guarantee therefor, or any part thereof, or for any delay in so doing nor shall it be under any obligation to take any action whatsoever
with regard thereto.


 




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ARTICLE X.

REMEDIES UPON EVENT OF DEFAULT


 


Section 10.1         Remedies
Upon Event of Default. If an Event of Default shall have occurred and be continuing:


 


(a)          The
Secured Party may exercise the power of attorney described in Section 7.1 with respect to the Collateral and any of the certificates
or other instruments delivered pursuant to Section 3.1.


 


(b)          The
Secured Party may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise
available to it, all the rights and remedies of a secured party on default under the UCC then in effect in any applicable jurisdiction,
and the Secured Party may also in its sole discretion, without notice except as specified below or except as required by mandatory
provisions of law, sell the Collateral or any part thereof in one or more parcels at public or private sale or at any of the Secured
Party’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other
terms as the Secured Party may reasonably deem commercially reasonable, irrespective of the impact of any such sales on the market
price of the Collateral at any such sale. Each purchaser at any such sale shall hold the property, sold absolutely, free from any
claim or right on the part of MBC, and MBC hereby waives (to the extent permitted by law) all rights of redemption, stay and/or
appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.
MBC agrees that, to the extent notice of sale shall be required by law, at least ten (10) Business Days’ notice to MBC of
the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification.
The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured
Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale
may, without further notice, be made at the time and place to which it was so adjourned. The Secured Party shall incur no liability
as a result of the sale of the Collateral, or any part thereof, at any public or private sale. MBC hereby waives any claims against
the Secured Party arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale
was less than the price which might have been obtained at a public sale, even if the Secured Party accepts the first offer received
and does not offer such Collateral to more than one offeree.


 


(c)          MBC
recognizes that the Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers
in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral
for their own account, for investment and not with a view to the distribution or resale thereof. MBC acknowledges that any such
private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation,
a public offering made pursuant to a registration statement under the 1933 Act), and MBC and the Secured Party agree that the Secured
Party has no obligation to engage in public sales or to delay the sale of any Collateral to permit the issuer thereof to register
the Collateral in connection with a public sale requiring registration under the 1933 Act.


 




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(d)          Any
cash held by the Secured Party as Collateral and all cash proceeds received by the Secured Party in respect of any sale of, collection
from or other realization upon all or any part of the Collateral shall, as soon as reasonably practicable, be applied (after payment
of any amounts payable to the Secured Party pursuant to Section 11.1) by the Secured Party, first, to the payment of the
costs and expenses of such sale, collection or other realization, if any, including reasonable out-of-pocket costs and expenses
of the Secured Party (including the reasonable fees and out-of-pocket expenses of its counsel), and all reasonable expenses, liabilities
and advances made or incurred by the Secured Party in connection therewith, second, to the payment of the Secured Obligations
in accordance with the terms of the Indenture and, third, all remaining amounts shall promptly be paid to MBC or its successors
or assigns.


 


ARTICLE XI.

EXPENSES


 


Section 11.1         Expenses.
MBC will upon demand pay to the Secured Party the amount of any and all reasonable expenses, including the reasonable fees and
expenses of its counsel and of any experts and the Secured Party, and any transfer taxes, in each case payable upon sale of the
Collateral, which the Secured Party may incur in connection with (a) the custody or preservation of, or the sale of, collection
from or other realization upon, any of the Collateral pursuant to the exercise or enforcement of any of the rights of the Secured
Party hereunder or (b) the failure by MBC to perform or observe any of the provisions hereof. Any amount payable by MBC pursuant
to this Section 11.1 shall be payable upon demand and shall constitute Secured Obligations secured hereby.


 


ARTICLE XII.

NO WAIVER


 


Section 12.1         No
Waiver. No failure or delay on the part of the Secured Party to exercise, and no course of dealing with respect to, and no
delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
by the Secured Party of any right, power or remedy preclude any additional exercise by the Secured Party of such right, power or
remedy. The remedies herein provided are to the fullest extent permitted by law cumulative and are not exclusive of any remedies
provided by law. No notice to or demand on MBC in any case shall entitle MBC to any other or further notice or demand in similar
or other circumstances.


 


ARTICLE XIII.

AMENDMENTS


 


Section 13.1         Amendments.
No waiver, amendment, modification or termination of any provision of this Agreement, or consent to any departure by MBC therefrom,
shall in any event be effective without the written concurrence of the Secured Party, and none of the Collateral shall be released
without the written consent of the Secured Party. Any such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given.


 




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ARTICLE XIV.

RELEASE; TERMINATION


 


Section 14.1         Release;
Termination. Upon payment and performance in full of the Secured Obligations, this Agreement shall terminate, and the Secured
Party (a) shall promptly deliver to MBC any remaining Collateral and money received in respect thereof, and all documents, agreements
or instruments representing the Collateral held by the Secured Party prior to such termination, and (b) upon request by MBC, shall
promptly deliver to MBC and file or record, at MBC’s expense, all such documentation (including UCC termination statements)
necessary to release the liens on the Collateral, such documentation to be prepared by MBC and delivered to the Secured Party.
If the Secured Party fails to promptly deliver or file or record the UCC termination statements referred to in, and in accordance
with, clause (b) in the immediately preceding sentence, then MBC may file or record such UCC termination statements.


 


ARTICLE XV.

NOTICES


 


Section 15.1         Notices.
Any communication provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall
be deemed to have been duly given if delivered by courier or mailed by first class mail, postage prepaid, or if transmitted by
facsimile and confirmed in a writing delivered or mailed as aforesaid, to: (a) in the case of Guarantor Manhattan Bridge Capital,
Inc., 60 Cutter Mill Road, Suite 205, Great Neck, New York 11021, Attention: Assaf Ran, and (b) in the case of Collateral Agent,
Goldenthal & Suss CPA’s and Consultants P.C., [address], Attention: ________________, facsimile number: __________;
or at such other address as may be substituted by notice given as herein provided.


 


ARTICLE XVI.

CONTINUING SECURITY INTEREST


 


Section 16.1         Continuing
Security Interest. This Agreement shall create a continuing Encumbrance in the Collateral until the release thereof pursuant
to Section 14.1. The Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any
other Person in accordance with the Indenture, and such other Person shall thereupon become vested with all the benefits in respect
thereof granted to the Secured Party herein or otherwise.


 


ARTICLE XVII.

SECURITY INTEREST ABSOLUTE


 


Section 17.1         Security
Interest Absolute. All rights of the Secured Party and security interests hereunder, and all obligations of MBC hereunder,
shall be absolute and unconditional irrespective of:


 




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(a)          any
lack of validity or enforceability of any of the Transaction Documents or any other agreement or instrument relating thereto;


 


(b)          any
change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other
amendment or waiver of or any consent to any departure from the Transaction Documents or any other agreement or instrument relating
thereto;


 


(c)          any
exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to any departure
from any guaranty, for all or any of the Secured Obligations; or


 


(d)          any
other circumstance which might otherwise constitute a defense available to, or a discharge of, MBC.


 


ARTICLE XVIII.

INDEMNITY


 


Section 18.1         Indemnity.
MBC agrees to indemnify, reimburse and hold the Secured Party and its officers, directors, employees and agents (each, an “Indemnitee”
and, collectively, the “Indemnitees”) harmless from any and all liabilities, obligations, damages, injuries,
penalties, claims, demands, actions, suits, judgments and any and all costs and expenses (including attorneys’ fees and disbursements)
of whatsoever kind and nature imposed on, asserted against or incurred by any of the Indemnitees in connection with (a) the custody
or preservation of, or the sale of, collection from or other realization upon, any of the Collateral pursuant to the exercise or
enforcement of any of the rights of the Secured Party hereunder or (b) the failure by MBC to perform or observe any of the provisions
hereof, excluding those arising out of the gross negligence or willful misconduct of any Indemnitee. Each Indemnitee agrees to
use its best efforts to promptly notify MBC of any assertion of any such liability, damage, injury, penalty, claim, demand, action,
judgment or suit of which such Indemnitee has knowledge.


 


ARTICLE XIX.

OBLIGATIONS SECURED BY COLLATERAL


 


Section 19.1         Obligations
Secured by Collateral. Any amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement, and any
amounts paid by the Secured Party in preservation of any of its rights or interest in the Collateral, shall constitute Secured
Obligations secured by the Collateral.


 


ARTICLE XX.

SEVERABILITY


 


Section 20.1         Severability.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Where provisions of any law or regulation resulting in such prohibition or unenforceability may be waived, they are hereby waived
by the parties hereto to the full extent permitted by law so that this Agreement shall be deemed a valid, binding agreement in
accordance with its terms.


 




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ARTICLE XXI.

COUNTERPARTS; EFFECTIVENESS


 


Section 21.1         Counterparts;
Effectiveness. This Agreement and any amendments, waivers, consents or supplements may be executed in counterparts, each of
which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and
the same instrument. This Agreement shall become effective upon the execution and delivery of a counterpart hereof by each of the
parties hereto.


 


ARTICLE XXII.

REINSTATEMENT


 


Section 22.1         Reinstatement.
This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any amount received by the Secured
Party hereunder or pursuant hereto is rescinded or must otherwise be restored or returned by the Secured Party, as the case may
be, upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of MBC or upon the appointment of any intervenor
or conservator of, or trustee or similar official for, MBC or any substantial part of its assets, or upon the entry of an order
by a bankruptcy court avoiding the payment of such amount, or otherwise, all as though such payments had not been made.


 


ARTICLE XXIII.

SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL


 


Section 23.1         SUBMISSION
TO JURISDICTION; WAIVER OF JURY TRIAL.


 


(a)          ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO MAY BE BROUGHT IN THE COURTS OF THE BOROUGH
OF MANHATTAN, THE CITY OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND MBC HEREBY ACCEPTS
FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS.
MBC AND THE SECURED PARTY HEREBY IRREVOCABLY WAIVE TRIAL BY JURY, AND MBC HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT
LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.


 


(b)          MBC
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE SENDING
OF COPIES THEREOF BY FEDERAL EXPRESS OR OTHER OVERNIGHT COURIER COMPANY, TO MBC AT ITS ADDRESS SPECIFIED BY SECTION 15.1, SUCH
SERVICE TO BECOME EFFECTIVE FOUR DAYS AFTER DELIVERY TO SUCH COURIER COMPANY.


 




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(c)          NOTHING
HEREIN SHALL AFFECT THE RIGHT OF THE SECURED PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS
OR OTHERWISE PROCEED AGAINST MBC IN ANY OTHER JURISDICTION.


 


ARTICLE XXIV.

GOVERNING LAW


 


Section 24.1         GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW
YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS,
EXCEPT TO THE EXTENT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR THE REMEDIES HEREUNDER, ARE GOVERNED BY
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, MBC and the
Secured Party have caused this Agreement to be duly executed and delivered by their officers thereunto duly authorized as of the
date first above written.


 


	 	MANHATTAN BRIDGE CAPITAL, INC.
	 	 	 
	 	By:	 
	 	  	Name:
	 		Title:


 


	 	Goldenthal & Suss CPA’s and Consultants P.C., not in its individual capacity but solely as Collateral Agent, as Secured Party
	 	 	 
	 	By:	 
	 	  	Name:
	 		Title:


 


Signature Page to the Pledge
Agreement