U.S.
Small Business Administration


 


PAYCHECK
PROTECTION PROGRAM LOAN NOTE


  


	SBA
    Loan#	PLP
    7075147705
	SBA
    Loan Name	PeerStream,
    Inc.
	Date	5/3/2020
	Loan
    Amount	$
    506500.0
	Interest
    Rate	1.00%
	Borrower	PeerStream,
    Inc.
	Lender	Citibank,
    N.A.
	Maturity
    Date	05/03/2022


  


		1.	PROMISE
TO PAY:



 


In
return for the Loan, Borrower promises to pay to the order of Lender the Loan Amount specified above, interest on the unpaid principal
balance, and all other amounts required by this Note as specified below.


  


		2.	DEFINITIONS:



 


“Loan”
means the loan evidenced by this Note.


 


“Loan
Documents” means the documents related to the Loan signed and delivered by Borrower. “SBA” means the Small Business
Administration, an Agency of the United States of America.


  


		3.	PAYMENT
TERMS:



 


Borrower
must make all payments at the place Lender designates. The payment terms for this Note are : The interest rate is fixed as specified
above and will not change during the life of the Loan.


 


No
payments are due on the Loan for six (6) months (the “Deferment Period”) from the date of first disbursement of the
Loan. Interest will continue to accrue during the Deferment Period. Borrower must make principal and interest payments every month
beginning in the month immediately following the end of the Deferment Period (the “Payment Commencement Date”) in
an amount calculated at the interest rate specified herein and based on the amount of the unpaid principal balance hereunder as
of the Payment Commencement Date and a final payment on the Maturity Date equal to all unpaid interest, principal, and fees. Payments
must be made on the first calendar day of each month in the months they are due. Borrower shall also pay on the Payment
Commencement Date all accrued
interest on the unpaid principal balance of this Note from the date of first disbursement of the Loan through the Payment Commencement
Date.


 




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U.S.
Small Business Administration


 


PAYCHECK
PROTECTION PROGRAM LOAN NOTE


 


Lender
will apply each installment payment first to pay interest accrued on the Loan to the day Lender receives the payment, then to
bring principal current, then to pay any late fees, and then to any remaining balance to reduce the outstanding principal balance
of this Note.


 


NOTICE
- LOAN FORGIVENESS: Borrower may apply through Lender for forgiveness of the amount due on this Loan in an amount equal to the
sum of the following costs incurred by Borrower during the 8-week period (or any other period that may hereafter be authorized
by SBA) beginning on the date of first disbursement of the Loan:


 


		a.	Payroll
                                         costs



		b.	Any
                                         payment of interest on a covered mortgage obligation (which shall not include any prepayment
                                         of or payment of principal on a covered mortgage obligation)



		c.	Any
                                         payment on a covered rent obligation



		d.	Any
                                         covered utility payment



 


The
amount of Loan forgiveness shall be calculated (and may be reduced) in accordance with the requirements of the Paycheck Protection
Program, including the provisions of Section 1106 of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) (P.L.
116-136). Borrower covenants and agrees to use the Loan only for purposes authorized by the CARES Act. Not more than twenty- five
(25%) percent of the amount forgiven can be attributable to non-payroll costs. The amount of each monthly Loan payment due hereunder
will change to the extent SBA determines that Borrower has met the eligibility requirements under the CARES Act and pays to Lender
the amount of the Loan that is entitled to forgiveness. If the entire principal amount of the Loan is forgiven and the Note indebtedness
is paid to Lender by the SBA, no further principal payments under this Note shall be payable by Borrower.


  


		4.	LOAN
PREPAYMENT/LATE CHARGE:



 


Notwithstanding
any provision of this Note to the contrary, Borrower may prepay all or any part of the unpaid principal balance of this Note without
premium or penalty at any time without notice. Borrower may prepay twenty (20%) percent or less of the unpaid principal balance
at any time without notice. If Borrower prepays more than twenty (20%) percent and the Loan has been sold on the secondary market,
Borrower must (a) give Lender written notice; (b) pay all accrued interest; and (c) if the prepayment is received less than twenty-one
(21) days from the date Lender received the notice, pay an amount equal to twenty-one (21) days interest from the date Lender
received the notice, less any interest accrued during the twenty-one (21) days and paid under (b) of this paragraph. If Borrower
does not prepay within thirty (30) days from the date Lender received the notice, Borrower must give Lender a new notice.


 


All
unpaid principal and accrued interest is due and payable two years from the date of this Note.


 


Late
Charge: If a payment on this Note is more than 15 days late, Lender may charge Borrower a late fee of up to


 


4.00%
of the unpaid portion of the regularly scheduled payment.


  




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U.S.
Small Business Administration


 


PAYCHECK
PROTECTION PROGRAM LOAN NOTE


 


		5.	REPRESENTATIONS
                                         AND WARRANTIES:



 


Borrower
represents and warrants to Lender as of the date of this Note that:



 


		A.	Borrower
is duly organized, validly existing, and in good standing under and by virtue of the laws of the state in which it has been formed.



		B.	Borrower
is duly authorized to transact business in all other states in which Borrower is doing business, having obtained all necessary
filings, governmental licenses and approvals for each state in which Borrower is doing business; Borrower’s execution, delivery,
and performance of this Note and any Loan Documents have been duly authorized by all necessary action by Borrower and do not conflict
with, result in a violation of, or constitute a default under (1) any provision of (a) Borrower’s articles of incorporation
or organization, or bylaws, or (b) any agreement or other instrument binding upon Borrower, or (2) any law, governmental regulation,
court decree, or order applicable to Borrower or to Borrower’s properties.



		C.	This
Note has been duly executed and delivered by the undersigned as a duly authorized representative of Borrower, and is Borrower’s
legal, valid and binding obligation enforceable against Borrower in accordance with its terms.



		D.	All
financial, tax, payroll costs, and other information submitted to Lender, including in connection with Borrower’s application
for the loan evidenced by this Note is true, correct, and complete as of the date of this Note.



  


		6.	DEFAULT:



 


Borrower
will be 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 or in any document executed or delivered in connection with this Note;



		B.	Defaults
on any other loan with Lender;



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



		D.	Makes,
or anyone acting on their behalf makes, a materially false or misleading representation , information submission, or certification
to Lender or SBA, including in respect of any representation or warranty contained in this Note;



		E.	Defaults
on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower’s ability
to pay this Note;



		F.	Fails
to pay any taxes when due;



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



		H.	Has
a receiver or liquidator appointed for any part of their business or property;



		I.	Makes
an assignment for the benefit of creditors;



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



		K.	Reorganizes,
merges, consolidates, or otherwise changes ownership or business structure without Lender’s prior written consent; or



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



  


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



 


Without
notice or demand and without giving up any of its rights, Lender may:


 


		A.	Require
immediate payment of all amounts owing under this Note;



		B.	Collect
all amounts owing from any Borrower; or



		C.	File
suit and obtain judgment.



 




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U.S.
Small Business Administration


 


PAYCHECK
PROTECTION PROGRAM LOAN NOTE


 


		8.	LENDER’S
GENERAL POWERS:



 


Without
notice and without Borrower’s consent, Lender may:


 


		A.	Incur
expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan Document. Among other things,
the expenses may include payments for prior liens and reasonable attorney’s fees and costs. If Lender incurs such expenses,
it may demand immediate repayment from Borrower or add the expenses to the principal balance of this Note;



		B.	Release
anyone obligated to pay this Note; and



		C.	Take
any action necessary to collect amounts owing on this Note.



 


		9.	WHEN
FEDERAL LAW APPLIES:



 


When
SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. As to this Note, Borrower
may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal
law.


 


		10.	NON-RECOURSE:



 


Lender
and SBA shall have no recourse against any individual shareholder, member or partner of Borrower for non- payment of the Loan,
except to the extent that such shareholder, member or partner uses the Loan proceeds for an unauthorized purpose.


  


		11.	SUCCESSORS
AND ASSIGNS:



 


Under
this Note, Borrower includes any of its successors, and Lender includes its successors and assigns.


  


		12.	GENERAL
PROVISIONS:



 


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



		B.	Borrower
                                         waives all suretyship defenses.



		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
                                         of them.



		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 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.	Borrower
                                         shall use all Loan proceeds solely for Borrower’s business operations and strictly in
                                         accordance with the requirements of the CARES Act.



		I.	Until
                                         such time as all of Borrower’s Loans have been either forgiven or paid in full and this
                                         Note has been cancelled, Borrower agrees to maintain its Primary Demand Deposit Account
                                         with Lender. “Primary Demand Deposit Account” means the business demand deposit
                                         account into which substantially all of Borrower’s receipts from its operations are deposited
                                         and from which substantially all of Borrower’s disbursements for its operations are made.



		J.	Except
                                         as otherwise provided in Section 9 hereof, this Note shall be governed by and construed
                                         in accordance with the laws of the State of New York, without regard to its conflicts
                                         of law provisions.



 




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U.S.
Small Business Administration


 


PAYCHECK
PROTECTION PROGRAM LOAN NOTE


 


		K.	If
                                         there is a lawsuit, Borrower agrees, upon Lender’s request, to submit to the jurisdiction
                                         of the courts of New York County, State of New York. Nothing herein shall affect the
                                         right of the Lender to bring any action or proceeding against the Borrower in the courts
                                         of any other jurisdiction.



		L.	BORROWER
                                         HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM
                                         ARISING UNDER OR IN CONNECTION WITH THIS NOTE OR ANY LOAN DOCUMENT TO THE EXTENT PERMITTED
                                         BY APPLICABLE LAW.



		M.	Delivery
                                         of an executed counterpart of a signature page of this Note by telecopy or other digital
                                         or electronic imaging means shall be effective as delivery of a manually executed counterpart
                                         of this Note.



  


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



 


By signing below, each individual or entity as
the case may be becomes obligated under this Note as Borrower.


 


	FOR LEGAL ENTITIES:	 
	 	 	 
	Name of  Borrower: 	PeerStream, Inc.	 
	 	 	 
	By: 	/s/ Jason Katz	 
	 	 	 
	Name: 	PeerStream, Inc.	 
	 	 	 
	Title: 	Chief Executive Officer	 


 


	FOR SOLE PROPRIETORSHIPS:	 
	 	 	 
	Name of Borrower: 	 	 
	 	 	 
	By: 	 	 


 


 


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