Promissory Note between the Company and Peapack-Gladstone Bank, dated April 28, 2020

Payroll costs.

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).

Any payment on a covered rent obligation.

Any covered utility payment.

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

Defaults on any other loan with Lender;

Does not preserve, or account to Lender's satisfaction for any proceeds of this Loan or use thereof;

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

Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA;

Defaults on any loan or agreement with another creditor, if Lender believes the default may materially

Fails to pay any taxes when due;

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

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

Makes an assignment for the benefit of creditors;

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

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

Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower's

Require immediate payment of all amounts owing under this Note;

Collect all amounts owing from any Borrower; or

File suit and obtain judgment.

Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan Document. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the expenses to the principal balance;

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

Borrower waives all suretyship defenses.

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

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.

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

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

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.

Borrower will from time to time execute and deliver to Lender such documents, and take or cause to be taken, all such other or further action, as Lender may request pursuant to the Paycheck Protection Program, and as Lender may request in order to effect and confirm or vest more securely in Lender all rights contemplated by this Note.

Borrower hereby represents and warrants that all statements made in their Borrower Application Form are true and correct and Lender is entitled to rely on those statements.

If a SBA Authorization is issued and provided to the Borrower in the future in connection with this Loan, then Borrower will comply with the terms and conditions thereof.

Borrower certifies to Lender:

Borrower acknowledges that if Borrower defaults on the loan, SBA may be required to pay Lender under the SBA guarantee, and SBA may then seek recovery on the loan (to the extent any balance remains after loan forgiveness).

Borrower will keep books and records in a manner satisfactory to Lender, furnish financial statements as requested by Lender, and allow Lender and SBA to inspect and audit books, records and papers relating to Borrower’s financial or business condition.

Borrower will not, without Lender’s consent, changes its ownership structure, make any distribution of company assets that would adversely affect its financial condition, or transfer (including pledging) or dispose of any assets, except in the ordinary course of business.

I am the Owner of the Borrower, and I have personal knowledge of the facts sworn to in this Certification.

On or around April 20, 2020, Lender made the Loan to the Borrower in the principal amount of $754,000.00 pursuant to the Paycheck Protection Program (“PP Program”) under the CARES Act.

I am required to provide the Lender and SBA with evidence that the proceeds of the Loan will be and/or have been used for payroll costs (“Eligible Payroll Costs”), payments of interest on mortgage obligations incurred before February 15, 2020, rent payments on leases dated before February 15, 2020, and utility payments under service agreements dated before February 15, 2020 (collectively the “Eligible Non-Payroll Costs”), over the eight-week period following the date of the PPP Loan (Eligible Payroll Costs and Eligible Non-Payroll Costs are collectively the “Authorized Purposes”).

I hereby certify that (i) no part of the proceeds of the Loan will be and/or were used for an unauthorized purpose, (ii) the documentation supporting the Borrower’s request for loan forgiveness is true and correct, (iii) the amount for which forgiveness is requested was used to retain employees, (iv) that Borrower has accurately verified the payments for Eligible Payroll Costs under the PP Program, (v) and all documentation submitted and/or or to be submitted to support this Certification is true and accurate.

I am aware that the Lender will rely upon the truth of the statements made by me in this Certification.

FOR PURPOSES OF PAYCHECK PROTECTION PROGRAM LOAN (the “PPP Loan”) FORGIVENESS, THE BORROWER WILL HAVE TO DOCUMENT THE PROCEEDS USED FOR PAYROLL COSTS IN ORDER TO DETERMINE THE AMOUNT OF FORGIVENESS. The Lender is not responsible to document the PPP Loan proceeds.

The amount of loan forgiveness can be up to the full principal amount of the loan and any accrued interest. That is, the borrower will not be responsible for any loan payment if the borrower uses all of the loan proceeds for forgivable purposes described and employee and compensation levels are maintained.

At least Seventy-five percent (75%) of PPP Loan proceeds shall be used to cover payrolls costs.

No more than twenty-five percent (25%) of PPP Loan proceeds shall be attributable to non-payroll costs.

The actual amount of loan forgiveness will depend, in part, on the total amount of payroll costs, payments of interest on mortgage obligations incurred before February 15, 2020, rent payments on leases dated before February 15, 2020, and utility payments under service agreements dated before February 15, 2020, over the eight-week period following the date of the PPP Loan. However, not more than 25 percent of the PPP Loan forgiveness amount may be attributable to non-payroll costs.

Loan forgiveness will be provided for the sum of documented payroll costs, covered mortgage interest payments, covered rent payments, and covered utilities. As explained above, not more than 25 percent of the forgiven amount may be for nonpayroll costs.

Proceeds from any advance up to $10,000.00 on an economic injury disaster loan (“Economic Injury Disaster Loan”) will be deducted from the loan forgiveness amount on the loan forgiveness amount on the PPP Loan.

If PPP Loan proceeds are utilized for unauthorized purposes, the Small Business Association will direct the Borrower to repay those amounts.

The Lender in its sole and absolute discretion will determine the amount of forgiveness based on the attestations of the Borrower and the truth and accuracy of the documentation provided by the Borrower. The Lender has no liability or recourse related to the forgivable feature of the PPP Loan offered by the Small Business Administration (the “SBA”).

Copies of payroll tax reports file with the IRS (including Forms 941, 940, state income and unemployment tax filing reports) for the 8 week period following the original of the loan.

Copies of payroll reports for each pay period for the 8 week period following the origination of the loan. Gross wages including PTO (which might include vacation, sick, and other PTO) should be reflected.

Documentation reflecting the health insurance premiums paid by the company under a group health plan including owners of the company for the 8 week period following the origination of the loan should be provided. Copies of the monthly invoices should suffice.

Documentation of all retirement plan funding by the employer for the 8 weeks following the origination of loan should be sufficient. Copies of workpapers, schedules and remittances to the retirement plan administrator should be available.

Copies of all lease agreements for real estate and tangible personal property should be presented along with proof of payment during the 8 week period following the loan origination date.

Copies of all statement of interest paid on debt obligations incurred prior to February 15, 2020 indicating payment amounts and proof of payment for the 8 week period following the loan origination date.

Copies of cancelled checks, statements or other evidence of utilities paid during the "covered period" for the 8 week period following the loan origination date.

Any and all additional documentation required by the Lender to support and document the use of the proceeds of the Loan

Peapack-Gladstone Bank, the depository banking institution at which the accounts are maintained for customer, is subject to the terms and conditions governing the accounts, and the services performed in conjunction with the accounts as may be amended from time to time, and applicable Federal and New Jersey State laws and regulations.

In addition to the authority Peapack-Gladstone Bank may have in other agreements, Peapack-Gladstone Bank has the authority:

To honor any computer instruction relating to transfer of funds (including recurring payments) and to post such transfer to the appropriate accounts, payment of bills, stop payments or any other transaction Peapack-Gladstone Bank is authorized by agreement to complete on the customer’s behalf, without making any inquiry into amounts to transfer or any other inquiry.

To pay service charges, whether monthly or otherwise, from the appropriate account(s).

To assume that any computer instruction tendered is authentic, unless the customer informs Peapack-Gladstone Bank that said instructions are no longer to be honored by Peapack-Gladstone Bank.