Subordination Agreement (Page 2 of 4) in pdf

3. Each Subordinated Creditor must deliver to Senior Creditor in the form received (except for

endorsement or assignment by each Subordinated Creditor) any payment, distribution, security or

proceeds it receives on the Subordinated Debt other than according to this Agreement.

These provisions remain in full force and effect, despite Borrower's insolvency,

reorganization or any case or proceeding under any bankruptcy or insolvency law, and Senior Creditor's

claims against Borrower and Borrower’s estate will be fully paid before any payment is made to any

Subordinated Creditor with respect to the Subordinated Debt.

5. Until the Senior Debt is paid, each Subordinated Creditor irrevocably appoints Senior

Creditor as its attorney-in-fact, with power of attorney with power of substitution, in each such

Subordinated Creditor’s name or in Senior Creditor’s name, for Senior Creditor’s use and benefit without

notice to each such Subordinated Creditor, to do the following in any bankruptcy, insolvency or similar

proceeding involving Borrower:

a) File any claims for the Subordinated Debt for each such Subordinated Creditor if such

Subordinated Creditor does not do so at least 30 days before the time to file claims expires, and

Accept or reject any plan of reorganization or arrangement for each such

Subordinated Creditor and vote each such Subordinated Creditor's claims in respect of the Subordinated

Debt in any way it chooses.

Each Subordinated Creditor will immediately put a legend on the Subordinated Debt

instruments that the instruments are subject to this Agreement. No amendment of the Subordinated Debt

documents will modify this Agreement in any way that terminates or impairs the subordination of the

Subordinated Debt or the subordination of the security interest or lien that Senior Creditor has in

Borrower’s property.

7. This Agreement shall be binding upon each Subordinated Creditor, their respective successors

or assigns, and shall inure to the benefit of and be enforceable by each Senior Creditor and its successors

or assigns.

8. This Agreement shall terminate upon the date on which the Senior Debt shall have been paid

in cash in full.

9. Senior Creditor may administer and manage its credit and other relationships with Borrower

in its own best interest, without notice or consent of either Subordinated Creditor. At any time and from

time to time, Senior Creditor may enter into any amendment or agreement with Borrower as Senior

Creditor may deem proper.

10. All conditions, covenants, duties and obligations contained in this Agreement can be waived

only by written agreement. Forbearance or indulgence in any form or manner by a party shall not be

construed as a waiver, nor in any way limit the remedies available to that party.

11. All communications to the Senior Creditor shall be mailed or delivered to the following

address, or sent by facsimile to the following number with confirmation of receipt by voice:

Brad Rosenblum, Chief Financial Officer

Re: Life Sciences Accelerator Program

1000 Winter Street, Suite 2900

75442 v1/BN

Subordination Agreement Page 2