Exhibit 10.3


 


 






 


U.S.
Small Business Administration

PAYCHECK PROTECTION PROGRAM

Promissory Note (the “Note”)


 


 






 





	Lender	Sterling National Bank (a subsidiary of Sterling Bancorp.), a national banking association
	Lender Address	One Jericho Plaza, 3’d Floor, Jericho, New York 11753
	Borrower’	STERLING ENGINEERING CORPORATION
	Borrower Address	236 NEW HARTFORD ROAD, BARKHAMSTEAD, CT 06098
	Date of Note	5/6/2020
	Borrower’s Tax ID # (EIN/SSN)	472805309
	
        Loan Disbursement Date

         

        (To be Completed by Bank at
time of Disbursement)
	 
	Loan Amount	532,600.00
	Loan Interest Rate	1.00%
	Loan Number/SBA Guaranty Number	207944427208/7944427208




 


		1.	PROMISE TO PAY:



 


In return for the Loan, Borrower promises to pay
to the order of Lender the principal amount of $ 532,600.00, together with interest on the unpaid principal balance from “Loan
Disbursement Date”, calculated at the interest rate of 1.00%, and all other amounts. required by this Note, until
paid in full.


 


		2.	DEFINITIONS:



 


“Loan” means the loan evidenced by this
Note.


“Loan Documents” means the documents related
to this Loan signed by Borrower, Lender and/or SBA.


“Loan Disbursement Date” means the date
the loan was funded to Borrower.


“SBA” means the Small Business Administration,
an Agency of the United States of America.


“CARES Act” means the federal Coronavirus
Aid, Relief, and Economic Security Act (Public Law 116-136).


 


		3.	PAYMENT AND LOAN TERMS:



 


Borrower must make all payments at the place Lender
designates. The terms for this Note are:


 


		A.	The term of this Loan shall be for a period of two (2) years from the Loan Disbursement Date. The
“Maturity Date” of this loan shall be twenty four (24) months from the Loan Disbursement Date.



		B.	Payments under the Loan shall be due and payable monthly. The first payment under the Loan shall
be due seven (7) months from the date of this Note and shall be due on the same day of each month thereafter. Monthly Loan payments
shall be for principal plus interest. The first six (6) monthly payments due under the Loan shall be deferred. This initial six
(6) month period shall be referred to as the “Deferral Period”.



		C.	Interest will accrue from the Loan Disbursement Date (including during the Deferral Period) at
the Interest Rate set forth above until the Loan is paid in full.



		D.	Borrower agrees to make repayment of the Loan pursuant to the following terms: (i) upon expiration
of the Deferral Period, the first Loan payment shall be for the then owing accrued interest, plus 1/18th of Loan principal, (ii)
thereafter, monthly Loan payments shall consist of 1/17th of equal Loan principal, plus then owing accrued interest; (iii) Loan
payments shall continue monthly until the Loan is paid in full or on the Maturity Date, whichever is sooner; (iv) any Loan Forgiveness
(as defined herein) received by Lender shall be first applied as a payment against all accrued interest and any late fees due under
the Loan, and then to principal.



		E.	There are no prepayment penalties for the Loan. Borrower may repay all or a portion of this Loan
at any time without penalty.



 






    
	Paycheck Protection Program Note	Page 1 of 4	Rev. April 2020




     


    

 





		F.	Borrower understands that this Loan is originated by Lender to Borrower
under the guidelines of the Small Business Association Paycheck Protection Program (“PPP” or the “Program”).
The guidelines for the Program issued by the SBA, currently and as same may be revised or amended from time to time, are hereby
incorporated by reference into this Note.



		G.	Borrower understands that at least 75% of the Loan proceeds MUST be used
for payroll costs and payroll related costs, and that after the application of same, the use of any remaining Loan proceeds may
only be used pursuant to the terms and conditions of the Program.



		H.	Any monthly statement sent by the Lender during the Deferral Period will
be for informational purposes only and will not be a demand for payment. Borrower agrees that such statement(s) may be delivered
by Lender by mail or electronic means including via email.



		I.	If any required payment due hereunder is 10 days or more late, Borrower
will be charged 6% of the unpaid portion of the regularly scheduled payment. The late charge shall be paid to Lender by Borrower
to compensate Lender for Lender’s extra costs and expenses caused by the late payment.



		J.	Payments will be applied in the following order (i) unpaid interest accrued
to the date of payment; and (ii) the unpaid principal Loan balance. At Lender’s option, any unpaid late charges, Loan fees or other
sums due Lender may be satisfied from the payment received either (i) before the application of the payment in the foregoing manner,
or (ii) after the application of the payment to the unpaid principal then due. Borrower will pay Lender at Lender’s address shown
above or at such other place as Lender may designate in writing.



 


		4.	DEFAULT:



 


Borrower is in default under this Note if Borrower
does not make a payment when due under this Note, or if Borrower:


 


		A.	Fails to do anything required by this Note and other Loan Documents;



		B.	Defaults on any other loan or obligation between Borrower and Lender or between Borrower and SBA;



		C.	Does not disclose, or anyone acting on Borrower’s behalf does not disclose, any material fact to Lender or SBA;



		D.	Makes, or anyone acting on Borrower’s behalf makes, a materially false or misleading representation to Lender or SBA;



		E.	Fails to pay any taxes when due;



		F.	Becomes the subject of a proceeding under any bankruptcy or insolvency law;



		G.	Has a receiver or liquidator appointed for any part of Borrower’s business or property;



		H.	Makes an assignment for the benefit of creditors;



		I.	Has any adverse change in financial condition or business operation that Lender believes may
materially affect Borrower’s ability to pay this Note;



		J.	Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without
Lenders prior written consent; or



		K.	Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower’s ability to pay this
Note.



 


		5.	LENDER’S RIGHTS IF THERE IS A DEFAULT:



 


Upon default, and without giving up any of its rights,
Lender may:


 


		A.	Require immediate payment from Borrower of all amounts owing under this Note:



		B.	Collect all amounts owing from Borrower; or



		C.	File suit and obtain judgment against Borrower.



 


		6.	LENDER’S
GENERAL POWERS:



 


Upon default, Lender may:


 


		A.	Incur reasonable expenses to collect amounts due under this Note or enforce
the terms of this Note or any other Loan Document, including reasonable attorneys’ fees and costs. If Lender incurs such expenses,
it may demand immediate payment from Borrower or add the expenses to the principal balance; and



		B.	Release anyone obligated to pay this Note; and



		C.	Exercise any rights and remedies that it may have in law or equity to enforce
Borrower’s obligations to Lender under this Note and with respect to this transaction.



 






    
	Paycheck Protection Program Note	Page 2 of 4	Rev. April 2020




     


    

 





		7.	WHEN FEDERAL LAW APPLIES:



 


When SBA is the holder,
this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures
for filing papers, recording documents, giving notice, and other purposes. By using such procedures, SBA does not waive any federal
immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA
any local or state law or deny any obligation, defeat any claim of SBA, or preempt federal law. Prior to the SBA becoming the holder,
this Note will be governed by and construed in accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely with such state, without regard to its conflict of law pdnciples.


 


		8.	SUCCESSORS AND ASSIGNS:



 


Under this Note, the term Borrower includes its successors,
and the term Lender includes its successors and assigns.


 


		9.	GENERAL PROVISIONS:



 


		A.	All individuals and entities signing this Note are jointly and severally liable.



		B.	Borrower waives all suretyship defenses and any trial by jury.



		C.	Borrower must sign all documents necessary at any time to comply with the Loan Documents.



		D.	Lender may exercise any of its rights separately or together, as many times
and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any rights.



		E.	Lender may sell, assign or transfer this Note, and the obligations of Borrower hereunder, to any
third party for any reason, without the prior written consent of
Borrower. Borrower may not assign or transfer this Note without the written consent of Lender.





		E.	Borrower may not use an oral statement of Lender or SBA
to contradict or alter the written terms of this Note.





		F.	If any part of this Note is unenforceable, all other parts remain in full force and effect.



		G.	To the extent allowed by law, Borrower waives all demands and notices
in connection with this Note, including presentment, demand, protest, and notice of dishonor.



		H.	By executing this Note, the undersigned represents and warrants they are
an authorized representative of Borrower and have the authority to obtain the Loan and accept the terms of this Note on behalf
of Borrower. The undersigned’s signature, on behalf of Borrower, constitutes the Borrower’s consent to the terms and conditions
of this Note and to the valid execution of this Note and no further action or approvals on behalf of Borrower pursuant to its organizational
or formation documents shall be required in connection with the obtaining of this Loan and the execution of this Note.



		I.	Any notices required or permitted to be given hereunder shall be: (i) personally
delivered or (ii) given by registered or certified mail, postage prepaid, return receipt requested, or (iii) forwarded by overnight
courier service, in each instance addressed to the addresses set forth at the head of this Note, or such other addresses as the
parties may for themselves designate in writing as provided herein for the purpose of receiving notices hereunder. All notices
shall be in writing and shall be deemed given, in the case of notice by personal delivery, upon actual delivery, and in the case
of appropriate mail or courier service, upon deposit with the U.S. Postal Service or delivery to the courier service.



 


		10.	LOAN FORGIVENESS:



 


The following provisions shall apply to the Loan:


 


		A.	The Loan and the Borrower’s obligations for repayment of the Loan shall
be strictly subject to the limited loan forgiveness provisions of Section 1106 of the CARES Act, and the SBA Interim Final Rule
dated April 2, 2020 and any amendments thereto (the “Loan Forgiveness”).



		B.	The amount of any Loan Forgiveness under this Note shall be determined by
and is strictly subject to the approval of Lender and/or the SBA. To the extent any Loan Forgiveness for amounts loaned hereunder
is not granted, in whole or in part, for any reason, Borrower shall thereafter remain fully obligated to make any and all payments
due under this Note and to fulfill any and all obligations of Borrower until satisfied in full.



		C.	Borrower shall be required to make application with Lender and/or the SBA
to receive any potential Loan Forgiveness. The Borrower shall be required to submit a Loan Forgiveness application, which application
must include proper supporting documentation verifying the number of full-time employees and the pay rates for the period described,
including payroll tax filings to the IRS and applicable state, income, payroll, and unemployment insurance filings, cancelled checks,
payment receipts, transcript of accounts, or other documents verifying payments on covered mortgage loan obligations, lease obligations
and utility payments, plus any other
documentation which Lender and/or the SBA deems necessary. Any potential Loan Forgiveness hereunder cannot occur without the Borrower’s
submission of a complete Loan Forgiveness application.



 






    
	Paycheck Protection Program Note	Page 3 of 4	Rev. April 2020




     


    

 


		D.	Borrower agrees to supply additional information or documentation requested
by Lender during the term of this Note, and Borrower further agrees to cooperate fully with Lender and/or the SBA to verify eligibility
for any Loan Forgiveness.



		E.	Lender makes no representations or promises to Borrower with respect to
any Loan Forgiveness.



 


		11.	INDEMNIFICATION:



 


Borrower acknowledges and
agrees that Lender is making this Loan to Borrower in order to provide relief to Borrower under the CARES Act. Borrower hereby
indemnifies and holds harmless Lender from and against any claim, loss, liability, damage, obligations, penalty, action, judgment,
cost, disbursement or expense of any kind (including, without limitation, attorneys’ fees and disbursements) that may at any time
be imposed on, incurred by, expended by or asserted against Lender in connection with, or arising out of, or in any way related
to the making of this Loan to Borrower.


 


		12.	BORROWER’S NAME(S) AND SIGNATURE(S):



 


Electronic acknowledgment
of this Note (this “Acknowledgment”) shall be deemed to be valid execution and delivery as though an original ink or
electronic signature. Borrower and Lender explicitly consent to the electronic delivery of the terms of the transaction evidenced
by this Note and affirm that this Acknowledgement evidences Borrower’s signature and indicates a present intent to be bound by
the terms of this Note. An electronic image of this Agreement and the Acknowledgement shall be as effective as an original for
all purposes. Borrower shall be required to provide Lender with an original copy of the Note signed with a “wet” signature
if requested by Lender. Failure to provide the original Note to Lender will delay or void any potential Loan Forgiveness.


 


PRIOR TO SIGNING THIS
NOTE, BORROWER HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS NOTE. BORROWER FURTHER ACKNOWLEDGES RECEIPT OF A
COPY OF THIS NOTE.


 


BY SIGNING BELOW, THE
UNDERSIGNED HEREBY CERTIFIES AND ATTESTS THAT THE INFORMATION CONTAINED IN THE PAYCHECK PROTECTION PROGRAM APPLICATION PROVIDED
BY BORROWER IN CONNECTION WITH THIS LOAN AND IN ANY OTHER CERTIFICATION OR DOCUMENT PROVIDED TO THE LENDER IN CONNECTION THEREWITH
ARE ACCURATE AND THAT THE BORROWER IS ACTIVE AND IN GOOD STANDING AS OF THE DATE HEREOF.


 


	BORROWER: STERLING ENGINEERING CORPORATION	 
	 	 	 
	By: 	/s/ Luciano Melluzzo	              
	Name: 	Luciano Melluzzo	 
	Its: 	President & CEO	 
	 	 	 
	By: 	/s/ Luciano Melluzzo	 
	Name:	 	 
	Its: 	 	 


 


 


	Paycheck Protection Program Note	Page 4 of 4	Rev. April 2020