Subordination Agreement printable pdf download

SUBORDINATION AGREEMENT

This Subordination Agreement (this “Agreement”) dated _____ __, 201_, is between

_________, _________ and __________, individually (the “Subordinated Creditor(s)”), and

Massachusetts Life Sciences Center (“Senior Creditor”).

Recitals

[Insert Accelerator Company Name] (“Borrower”) has obtained credit from Senior

Creditor.

B. [Insert Subordinated Creditors’ names], individually (“Subordinated Creditor(s)”) have

extended credit to Borrower and/or may later extend other credit to Borrower.

C. To induce Senior Creditor to extend credit to Borrower and make further extensions of credit

to or for Borrower, or to purchase or extend credit pursuant to any instrument or writing on which

Borrower is liable or to grant renewals or extensions of any loan, extension of credit, purchase, or other

accommodation each Subordinated Creditor will subordinate all of Borrower's indebtedness and

obligations to such Subordinated Creditor with respect to such indebtedness, existing now or later (the

“Subordinated Debt”), to all of Borrower's indebtedness and obligations to Senior Creditor (the “Senior

Debt”) pursuant to a certain Life Sciences Accelerator Funding Agreement dated _____ __, 201_ by and

between Borrower and Senior Creditor (the “Loan Agreement”), as further amended from time to time.

THE PARTIES AGREE AS FOLLOWS:

1. All Subordinated Debt payments are subordinated to Senior Creditor’s right to full payment

and performance of the Senior Debt and all of Borrower’s other obligations to Senior Creditor existing

now or later, together with collection costs of the Loan (as defined in the Loan Agreement), including

attorneys' fees, and including any interest accruing after any bankruptcy, reorganization or similar

proceeding and all obligations under the Loan Agreement.

2. No Subordinated Creditor will:

a) demand or receive from Borrower (and Borrower will not pay) any part of the

Subordinated Debt, by payment, prepayment, or otherwise, which may now or hereafter be owing by

Borrower to either Subordinated Creditor, or

b) accelerate the Subordinated Debt, or begin to or participate in any action against

Borrower with respect to such Subordinated Debt, until all the Senior Debt is paid, or

c)_ assign any of the Subordinated Debt or any collateral security therefore without notice to

or consent of Senior Creditor and unless assigned pursuant to an assignment made expressly subject to

this Agreement.

This does not prohibit each such Subordinated Creditor from converting any Subordinated Debt

into equity securities of Borrower or exercising any rights as a stockholder of the Borrower.

75442 v1/BN

Subordination Agreement