AMENDED
AND RESTATED


REVOLVING
CREDIT NOTE


 


	$10,000,000	July
    11, 2018
	 	New
    York, New York


 


FOR
VALUE RECEIVED, the undersigned (“Borrower”), promises to pay to the order of FLUSHING BANK, a New York corporation
(“Payee”; Payee, together with any other holder hereof, sometimes referred to herein as the “Holder”),
at the office of Agent (defined below) located at 360 Lexington Avenue, New York, New York 10017 or at such other place as Payee
may from time to time designate to Borrower in writing, the principal sum of TEN MILLION AND 00/100 DOLLARS ($10,000,000), or
such lesser amount as may be outstanding under Revolving Advances made pursuant to the Credit Agreement (defined below), at such
time or times as are provided in the Credit Agreement (defined below) and, in any event, on the last day of the Term, subject
to acceleration upon the occurrence of an Event of Default under the Credit Agreement or earlier termination of the Credit Agreement
pursuant to the terms thereof, together with interest on the unpaid principal balance hereof from the date hereof until the payment
in full of this Amended and Restated Revolving Credit Note (this “Note”) at the rate specified with respect to the
Revolving Advances in the Credit Agreement, payable at the times and in the manner provided in the Credit Agreement.


 


It
is contemplated that the principal sum evidenced hereby may be reduced from time to time as a result of the repayment of Revolving
Advances and that additional Revolving Advances may be made from time to time but not to exceed the Maximum Revolving Amount,
as provided in the Credit Agreement.


 


This
Note is one of the “Revolving Credit Notes” issued to evidence the Revolving Advances being made available by Payee
to Borrower pursuant to the provisions of the Amended and Restated Credit and Security Agreement, dated as August 8, 2017 (herein,
as at any time amended, modified or supplemented, called the “Credit Agreement”; capitalized terms used herein and
not defined herein having the meanings assigned to them in the Credit Agreement), among the Borrower, the other Loan Parties identified
therein, the financial institutions identified therein (each a “Lender” and collectively, the “Lenders”)
and Webster Business Credit Corporation (“WBCC”) as a Lender and agent for all other Lenders (WBCC, in such capacity,
“Agent”) to which reference is hereby made for a statement of the terms, conditions and covenants under which the
indebtedness evidenced hereby was made and is to be repaid, including, but not limited to, those related to voluntary or mandatory
prepayment of the indebtedness represented hereby, to the maturity of the indebtedness represented hereby upon the termination
of the Credit Agreement and to the interest rate payable hereunder. In no event, however, shall interest exceed the maximum interest
rate permitted by law. Upon and after the occurrence of an Event of Default, and during the continuation thereof, interest shall
be payable at the Default Rate.


 


Payment
of this Note is secured by the Collateral and Holder is entitled to the benefit of the Credit Agreement and any Other Document
at any time delivered in connection with the foregoing to secure the Obligations, and is subject to all of the agreements, terms
and conditions therein contained.


 




    	 	 	 



    	 



    

 





If
an Event of Default under Sections 11.7, 11.8 or 11.9 of the Credit Agreement shall occur, then this Note shall immediately become
due and payable, without notice, together with reasonable attorneys’ fees if the collection hereof is placed in the hands
of an attorney to obtain or enforce payment hereof. If any other Event of Default shall occur under the Credit Agreement or any
of the Other Documents, which is not cured within any applicable grace period, then this Note may, as provided in the Credit Agreement,
be declared to be immediately due and payable, without notice, together with reasonable attorneys’ fees, if the collection
hereof is placed in the hands of an attorney to obtain or enforce payment hereof.


 


This
Note amends and restates that certain Revolving Credit Note dated August 8, 2017, in the original principal amount of $5,000,000,
made by Borrower in favor of Payee, and is given in substitution and replacement therefor (but not in satisfaction thereof).


 


PURSUANT
TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.


 


Borrower
hereby waives presentment, demand for payment, protest and notice of protest, notice of dishonor and all other notices in connection
with this Note.


 




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WITNESS
THE DUE EXECUTION HEREOF BY THE DULY AUTHORIZED OFFICER OF THE UNDERSIGNED AS OF THE DATE FIRST ABOVE WRITTEN.


 


	 	“BORROWER”
	 	 	 
	 	MANHATTAN
    BRIDGE CAPITAL, INC.
	 	 	 
	 	By:	/s/
    Assaf Ran                            
	 	Name: 	Assaf
    Ran
	 	Title:	CEO


 





[Signature
Page to A&R Revolving Credit Note]




 




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