0001144204-16-096663 Sample Contracts

GUARANTY (Corporate)
Guaranty • April 27th, 2016 • MBC Funding Ii Corp. • Real estate investment trusts • New York

FOR VALUE RECEIVED, and in consideration of loans made or to be made or credit otherwise extended or to be extended by WEBSTER BUSINESS CREDIT CORPORATION (“Lender”) to or for the account of MANHATTAN BRIDGE CAPITAL, INC. (“MBC”) and each other person which now or hereafter becomes a Borrower under the Credit Agreement (as defined below) (MBC and such other persons, each a “Borrower” and collectively, “Borrowers”) from time to time and at any time and for other good and valuable consideration and to induce Lender, in its discretion, to make such loans or extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Lender may deem advisable, the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantor” or “the undersigned”) unconditionally guaranties to Lender, its successors, endorsees and assigns the prompt payment when

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • April 27th, 2016 • MBC Funding Ii Corp. • Real estate investment trusts • New York

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 25, 2016, between MBC FUNDING II CORP. (“Buyer”) and MANHATTAN BRIDGE CAPITAL, INC. (“Seller”).

CONTINUING GUARANTEE
Continuing Guarantee • April 27th, 2016 • MBC Funding Ii Corp. • Real estate investment trusts • New York

WHEREAS, MBC Funding II Corp., a New York corporation (the “Issuer”), is entering into that certain Indenture, dated as of the date hereof (as the same may be amended, modified, supplemented or restated from time to time, the “Indenture”), with Manhattan Bridge Capital, Inc. (the “Guarantor”) and Worldwide Stock Transfer, LLC, as initial trustee (the “Trustee”), pursuant to which the Issuer is concurrently issuing its 6% Senior Secured Notes due April 2026 (the “Notes”) (all capitalized terms used herein shall have the same meaning as ascribed to them in the Indenture unless otherwise expressly stated); and

INTERCREDITOR AGREEMENT
Intercreditor Agreement • April 27th, 2016 • MBC Funding Ii Corp. • Real estate investment trusts • New York

This INTERCREDITOR AGREEMENT, dated as of 25th day of April, 2016 (this “Agreement”), is among Worldwide Stock Transfer, LLC (the “Indenture Trustee”) and Webster Business Credit Corporation (“Webster”).

AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • April 27th, 2016 • MBC Funding Ii Corp. • Real estate investment trusts • New York

THIS AMENDMENT NO. 2 (this “Amendment”) is entered into as of April 25, 2016, by and among MANHATTAN BRIDGE CAPITAL, INC., a New York corporation (“Borrower”), the Subsidiary Guarantors signatory hereto (collectively with Borrower, each a “Loan Party” and collectively, the “Loan Parties) and WEBSTER BUSINESS CREDIT CORPORATION (“Lender”).

MANHATTAN BRIDGE CAPITAL, INC. TO WORLDWIDE STOCK TRANSFER, LLC AS INDENTURE TRUSTEE DATED AS OF APRIL 25, 2016
Pledge Agreement • April 27th, 2016 • MBC Funding Ii Corp. • Real estate investment trusts • New York
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