Subordination Agreement (Page 3 of 4) in pdf

Subordination Agreement Page 3

Waltham, MA 02451

(781) 373-7717 (phone)

(781) 622-1530 (fax)

All communications to each Subordinated Creditor shall be mailed or delivered to the following

address:

[insert name]

Chief Executive Officer [or other title]

[insert address of Accelerator company]

12. If one or more provisions of this Agreement are held to be unenforceable under applicable

law, such provision shall be excluded from this Agreement, and the balance of the Agreement shall be

interpreted as if such provision were so excluded, and shall be enforceable in accordance with its terms.

13. This Agreement may be executed in two or more counterparts, each of which is an original

and all of which together constitute one instrument.

14. Massachusetts law governs this Agreement without giving effect to conflicts of laws

principles. Each Subordinated Creditor and the Senior Creditor submit to the exclusive jurisdiction of

the State and Federal courts in the Commonwealth of Massachusetts.

EACH SUBORDINATED

CREDITOR AND THE SENIOR CREDITOR WAIVE THEIR RIGHTS TO A JURY TRIAL OF ANY

CLAIM OR CAUSE OF ACTION FROM THIS AGREEMENT.

15. If there is an action to enforce the rights of a party under this Agreement, the party prevailing

will be entitled, in addition to other relief, all reasonable costs and expenses, including reasonable

attorneys' fees, incurred in the action.

[Signatures on Following Page]

75442 v1/BN

Subordination Agreement Page 3