This Terms of Service Agreement (the "Agreement") governs your use of this website, [Website Address] (the "Website"), [Business Name] ("Business Name") offer of products for purchase on this Website, or your purchase of products available on this Website. This Agreement includes, and incorporates by this reference, the policies and guidelines referenced below. [Business Name] reserves the right to change or revise the terms and conditions of this Agreement at any time by posting any changes or a revised Agreement on this Website. [Business Name] will alert you that changes or revisions have been made by indicating on the top of this Agreement the date it was last revised. The changed or revised Agreement will be effective immediately after it is posted on this Website. Your use of the Website following the posting any such changes or of a revised Agreement will constitute your acceptance of any such changes or revisions. [Business Name] encourages you to review this Agreement whenever you visit the Website to make sure that you understand the terms and conditions governing use of the Website. This Agreement does not alter in any way the terms or conditions of any other written agreement you may have with [Business Name] for other products or services. If you do not agree to this Agreement (including any referenced policies or guidelines), please immediately terminate your use of the Website. If you would like to print this Agreement, please click the print button on your browser toolbar. I. PRODUCTS Terms of Offer. This Website offers for sale certain products (the "Products"). By placing an order for Products through this Website, you agree to the terms set forth in this Agreement. Customer Solicitation: Unless you notify our third party call center reps or direct [Business Name] sales reps, while they are calling you, of your desire to opt out from further direct company communications and solicitations, you are agreeing to continue to receive further emails and call solicitations [Business Name] and its designated in house or third party call team(s). Opt Out Procedure: We provide 3 easy ways to opt out of from future solicitations. 1. You may use the opt out link found in any email solicitation that you may receive. 2. You may also choose to opt out, via sending your email address to: [opt-out email]. 3. You may send a written remove request to [Company Address]. Proprietary Rights. [Business Name] has proprietary rights and trade secrets in the Products. You may not copy, reproduce, resell or redistribute any Product manufactured and/or distributed by [Business Name]. [Business Name] also has rights to all trademarks and trade dress and specific layouts of this webpage, including calls to action, text placement, images and other information. Sales Tax. If you purchase any Products, you will be responsible for paying any applicable sales tax. II. WEBSITE Content; Intellectual Property; Third Party Links. In addition to making Products available, this Website also offers information and marketing materials. This Website also offers information, both directly and through indirect links to third-party websites, about nutritional and dietary supplements. [Business Name] does not always create the information offered on this Website; instead the information is often gathered from other sources. To the extent that [Business Name] does create the content on this Website, such content is protected by intellectual property laws of the India, foreign nations, and international bodies. Unauthorized use of the material may violate copyright, trademark, and/or other laws. You acknowledge that your use of the content on this Website is for personal, noncommercial use. Any links to thirdparty websites are provided solely as a convenience to you. [Business Name] does not endorse the contents on any such third-party websites. [Business Name] is not responsible for the content of or any damage that may result from your access to or reliance on these third-party websites. If you link to third-party websites, you do so at your own risk. Use of Website; [Business Name] is not responsible for any damages resulting from use of this website by anyone. You will not use the Website for illegal purposes. You will (1) abide by all applicable local, state, national, and international laws and regulations in your use of the Website (including laws regarding intellectual property), (2) not interfere with or disrupt the use and enjoyment of the Website by other users, (3) not resell material on the Website, (4) not engage, directly or indirectly, in transmission of "spam", chain letters, junk mail or any other type of unsolicited communication, and (5) not defame, harass, abuse, or disrupt other users of the Website License. By using this Website, you are granted a limited, non-exclusive, non transferable right to use the content and materials on the Website in connection with your normal, noncommercial, use of the Website. You may not copy, reproduce, transmit, distribute, or create derivative works of such content or information withoutexpress written authorization from [Business Name] or the applicable third party (if third party content is at issue). Posting. By posting, storing, or transmitting any content on the Website, you hereby grant [Business Name] a perpetual, worldwide, non-exclusive, royalty-free, assignable, right and license to use, copy, display, perform, create derivative works from, distribute, have distributed, transmit and assign such content in any form, in all media now known or hereinafter created, anywhere in the world. [Business Name] does not have the ability to control the nature of the user-generated content offered through the Website. You are solely responsible for your interactions with other users of the Website and any content you post. [Business Name] is not liable for any damage or harm resulting from any posts by or interactions between users. [Business Name] reserves the right, but has no obligation, to monitor interactions between and among users of the Website and to remove any content [Business Name] deems objectionable, in MuscleUP Nutrition 's sole discretion. III. DISCLAIMER OF WARRANTIES YOUR USE OF THIS WEBSITE AND/OR PRODUCTS ARE AT YOUR SOLE RISK. THE WEBSITE AND PRODUCTS ARE OFFERED ON AN "AS IS" AND "AS AVAILABLE" BASIS. [Business Name] EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE PRODUCTS OR WEBSITE CONTENT, OR ANY RELIANCE UPON OR USE OF THE WEBSITE CONTENT OR PRODUCTS. ("PRODUCTS" INCLUDE TRIAL PRODUCTS.) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, [Business Name] MAKES NO WARRANTY: THAT THE INFORMATION PROVIDED ON THIS WEBSITE IS ACCURATE, RELIABLE, COMPLETE, OR TIMELY. THAT THE LINKS TO THIRD-PARTY WEBSITES ARE TO INFORMATION THAT IS ACCURATE, RELIABLE, COMPLETE, OR TIMELY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THIS WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS OR THAT DEFECTS IN PRODUCTS WILL BE CORRECTED. REGARDING ANY PRODUCTS PURCHASED OR OBTAINED THROUGH THE WEBSITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IV. LIMITATION OF LIABILITY [Business Name] ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHWERWISE, WITH RESPECT TO THE WEBSITE CONTENT AND PRODUCTS AND/OR FOR ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNT YOU PAID, LESS SHIPPING AND HANDLING, FOR PRODUCTS PURCHASED VIA THE WEBSITE. [Business Name] WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS IN ANY MANNER, INCLUDING LIABILITIES RESULTING FROM (1) THE USE OR THE INABILITY TO USE THE WEBSITE CONTENT OR PRODUCTS; (2) THE COST OF PROCURING SUBSTITUTE PRODUCTS OR CONTENT; (3) ANY PRODUCTS PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE; OR (4) ANY LOST PROFITS YOU ALLEGE SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. V. INDEMNIFICATION You will release, indemnify, defend and hold harmless [Business Name], and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses, of third parties relating to or arising out of (1) this Agreement or the breach of your warranties, representations and obligations under this Agreement; (2) the Website content or your use of the Website content; (3) the Products or your use of the Products (including Trial Products); (4) any intellectual property or other proprietary right of any person or entity; (5) your violation of any provision of this Agreement; or (6) any information or data you supplied to [Business Name]. When [Business Name] is threatened with suit or sued by a third party, [Business Name] may seek written assurances from you concerning your promise to indemnify [Business Name]; your failure to provide such assurances may be considered by [Business Name] to be a material breach of this Agreement. [Business Name] will have the right to participate in any defense by you of a thirdparty claim related to your use of any of the Website content or Products, with counsel of [Business Name] choice at its expense. [Business Name] will reasonably cooperate in any defense by you of a third-party claim at your request and expense. You will have sole responsibility to defend [Business Name] against any claim, but you must receive [Business Name] prior written consent regarding any related settlement. The terms of this provision will survive any termination or cancellation of this Agreement or your use of the Website or Produts. VI. PRIVACY [Business Name] believes strongly in protecting user privacy and providing you with notice of MuscleUP Nutrition 's use of data. Please refer to [Business Name] privacy policy, incorporated by reference herein, that is posted on the Website. VI. AGREEMENT TO BE BOUND By using this Website or ordering Products, you acknowledge that you have read and agree to be bound by this Agreement and all terms and conditions on this Website. VIII. GENERAL Force Majeure. [Business Name] will not be deemed in default hereunder or held responsible for any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott. Cessation of Operation. [Business Name] may at any time, in its sole discretion and without advance notice to you, cease operation of the Website and distribution of the Products. Entire Agreement. This Agreement comprises the entire agreement between you and [Business Name] and supersedes any prior agreements pertaining to the subject matter contained herein. Effect of Waiver. The failure of [Business Name] to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. Governing Law; Jurisdiction. This Website originates from the [City, State]. This Agreement will be governed by the laws of the State of [Law State Name] without regard to its conflict of law principles to the contrary. Neither you nor [Business Name] will commence or prosecute any suit, proceeding or claim to enforce the provisions of this Agreement, to recover damages for breach of or default of this Agreement, or otherwise arising under or by reason of this Agreement, other than in courts located in State of [State Name]. By using this Website or ordering Products, you consent to the jurisdiction and venue of such courts in connection with any action, suit, proceeding or claim arising under or by reason of this Agreement. You hereby waive any right to trial by jury arising out of this Agreement and any related documents. Statute of Limitation. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or Products or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. Waiver of Class Action Rights. BY ENTERING INTO THIS AGREEMENT, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHER IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTION WITH THIS AGREEMENT MUST BE ASSERTED INDIVIDUALLY. Termination. [Business Name] reserves the right to terminate your access to the Website if it reasonably believes, in its sole discretion, that you have breached any of the terms and conditions of this Agreement. Following termination, you will not be permitted to use the Website and [Business Name] may, in its sole discretion and without advance notice to you, cancel any outstanding orders for Products. If your access to the Website is terminated, [Business Name] reserves the right to exercise whatever means it deems necessary to prevent unauthorized access of the Website. This Agreement will survive indefinitely unless and until [Business Name] chooses, in its sole discretion and without advance to you, to terminate it. Domestic Use. [Business Name] makes no representation that the Website or Products are appropriate or available for use in locations outside India. Users who access the Website from outside India do so at their own risk and initiative and must bear all responsibility for compliance with any applicable local laws. Assignment. You may not assign your rights and obligations under this Agreement to anyone. [Business Name] may assign its rights and obligations under this Agreement in its sole discretion and without advance notice to you. BY USING THIS WEBSITE OR ORDERING PRODUCTS FROM THIS WEBSITE YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.



This agreement (“Agreement” ) is made on ........................... by and between (1) ___________, a company organised and existing under the laws of India, having its registered office _____________________, listed at the _______________ of Commerce Number xxx (hereinafter referred to as “______”; and (2) ....................................(Supplier), a company organised and existing under the laws of..............., having its registered office at...................., ("Seller"); also referred below individually as “Party” and together as “Parties” Whereas ________ wishes to acquire the supply of the products defined below and whereas Seller wishes to supply and deliver such products to ________. ________ and Seller respectively agree to the following: 1. SUPPLY OF PRODUCTS 1.1 During the term of this Agreement and any extension hereof, the Seller shall sell and supply the products as set out in Schedule 1 hereto (“Products”) to ________ and ________ shall buy from the Seller such Products on a non-exclusive basis. 1.2 The specifications of the Products are set out in Schedule 2 hereto. 1.3 Seller shall provide to ________ the technical information and material in regard to the Products as set out in Schedule 3 hereto. 2. ORDERS 2.1 Each purchase and sale between ________ and Seller shall be evidenced by an order placed by ________ (“Order” or in plural “Orders”) to Seller in accordance with the terms and conditions of this Agreement and the Seller Company shall accept such Orders in writing within 2 working days after receipt of the Order. If the Seller Company does not send a written order confirmation within 2 working days after receipt of the Order, the Order shall be deemed to be accepted by the Seller Company. As long as this Agreement is in force and effect the terms and conditions of this Agreement shall apply to all Orders and all order confirmations of Seller. 2.2 Orders shall be placed by ________ to Seller in writing (including, without limitation, by e-mail, fax, letter). Each Order shall contain (a) the Products and the quantity of each Product ordered by ________, (b) the price and (c) the destination (address) of delivery (“Destination of Delivery”). 2.3 Neither the Seller´s Company terms and conditions of sale and delivery nor the ________ Company terms and conditions of purchase shall apply to any purchase and sale made under this Agreement. 3. PRICE 3.1 The price ("Price") for the Products on the basis of DDP, Destination of Delivery as determined in the Order, _________, is specified in Schedule 4 hereof. The Price includes statutory VAT and other taxes, if any. 3.2 The price remains fix for the period of the contract. 4. INVOICING AND PAYMENT 4.1 ________ shall pay to Seller the Price for the Products ordered within 30 days of receipt of invoice. 5. DELIVERY AND STOCK 5.1 The date for delivery shall be as specified in the order. The minimum delivery time is 3 weeks. 5.2 Seller shall forthwith give notice to ________ of any likely delay in delivery of which it becomes aware and shall provide ________ with prompt and reasonable notice of the re-scheduled delivery date. 5.3 If Seller is late with any delivery of Products, ________ shall have the right to cancel the Order for such Products at any time before delivery of relevant Products is effected. 5.4 In order to ensure punctual deliveries, Seller shall hold during the term of this Agreement a minimum stock of .............. 6. TITLE AND RISK 6.1 Title and all risk of loss or damage to the Products shall pass from the Seller to ________ when the Products shall be received and unloaded on the basis of DDP, Destination of Delivery as determined in the Order,___________. 7. WARRANTY AND PRODUCT LIABILITY 7.1 The Seller warrant that the Products shall (a) conform to the technical and quality standard and specifications as set out in Schedule 3 hereto, (b) be safe, of good quality and free from any defect in manufacturing or material, (c) correspond strictly with any and all representations, descriptions, advertisements, brochures, drawings, specifications and samples made or given by Seller, and (d) fit for the purpose of.................. (Product purpose to be filled in). ________ shall inspect the received Products within 14 days after receipt of the delivery and shall inform the Seller within a further period of 3 working days of any apparent defect. Non-apparent defects shall be informed to the Seller within 14 days after they have become apparent. 7.2 If the Products are defective and/or do not conform with the warranty given in Art. 7.1 above ("Defective Products"), the Seller shall, at the option of ________ (a) replace the Defective Products with Products in accordance with the warranty set out in Art. 7.1 above as soon as possible without any additional cost to ________, or (b) repair the Products without any additional cost to ________, or (c) reimburse ________ the Price paid for the Defective Products. 7.3 Seller shall indemnify and hold ________ harmless from and against all claims, actions, damages, losses, liabilities (including, without limitation, product liability claims) and other expenses (including lawyer´s and other legal fees) which ________ may suffer or incur as a result of the delivery of Defective Products or a breach of the obligations set out in this Agreement by Seller. 7.4 Any claim made under the breach of the warranty obligation as defined in Article 7.1 and 7.2 above shall endure for a period of 24 months after the date of delivery of the Products and any claim made under Art. 7.3 above shall endure until the expiration of the relevant statutes of limitations. 8. MANAGEMENT REPORTING 8.1 Seller shall report to ________ on a quarterly basis the following management information: ........................................................................................................................ ......................................................................................................................... .......................................................................................................................... 9. TERM AND TERMINATION 9.1 This Agreement shall come into force and effect on ..................(“Effective Date”) and shall remain effective for a period of one (1) year. It shall be automatically renewed for subsequent periods of three (3) months each, unless (a) any party gives to the other party a written notice not to renew this Agreement at least one (1) month prior to the expiration of the initial term or any such subsequent term of this Agreement, or (b) this Agreement terminates in accordance with 9.2 below. 9.2 Notwithstanding Art. 9.1 above this Agreement may be terminated at any time by each party on written notice with immediate effect in the event that: (a) proceedings in bankruptcy or insolvency are instituted by or against the other party or a receiver, trustee, administrator or liquidator is appointed in respect of any part of the other party´s assets or any similar relief is granted under any applicable bankruptcy or equivalent law; (b) one party (the defaulting party) shall be in breach, non-observance or non-performance of any of its obligations in this Agreement and does not remedy the same within 14 days of notice of such failure or breach being served upon it by the other party (the non-defaulting party). 10. FORCE MAJEURE 10.1 In this Section “Force Majeure” shall mean any event beyond the reasonable control of ________ or Seller, and which is unavoidable not withstanding the reasonable care of the party affected, and shall include but not be limited to war, insurrection, riot, civil unrest, sabotage, boycott, embargo, explosion, fire, earthquake, flood, unavoidable accident, epidemic, act of God, action or inaction of any governmental official or agency (civil or military) and refusal of any licences or permits, if properly applied for. 10.2 If either Party is prevented from or delayed in performing any of its obligations under this Agreement by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances thereof within fourteen (14) days after the occurrence of such event. 10.3 The Party who has given such notice shall be excused from the performance or punctual performance of its obligations under this Agreement for so long as the relevant event of Force Majeure continues and to the extent that such Party’s performance is prevented or delayed. The occurrence of any event of Force Majeure affecting either party shall not give rise to any claim for damages or additional costs and expenses suffered or incurred by reason of Force Majeure. 10.4 If the performance of the work by ________ is substantially prevented or is delayed for an aggregate period of more than sixty (60) days on account of one or more events of Force Majeure during the currency of this Agreement, ________ and or Seller may terminate this Agreement by giving written notice to Seller and / or ________ as the case may be. 11. NOTICES All notices, requests, demands and other communications shall be in writing (including fax) in the English language and shall be addressed as follows (or to such other address as notified in writing by one party to the other party): If to ________ to: Mr. xxx address Fax: xxx If to the Seller to: ........................... ........................... ............................ .............................. : 12. MISCELLANEOUS 12.1 This Agreement shall be governed by and construed in accordance with the laws of Belgium. 12.2 All disputes between the parties as to the validity, execution, performance, interpretation or termination of this Agreement will be submitted to the exclusive jurisdiction of the Courts of _____________. 12.3 All Schedules attached to this Agreement are incorporated herein and shall be part of this Agreement. 12.4 Except as otherwise specifically provided herein, neither party may assign this Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the other party. ________ and Seller have executed this Agreement at the day and year first above written. ________ Seller ______________________ ______________________ Name: Name: Title: Title: Date: Date: SCHEDULE 1: LIST OF PRODUCTS SCHEDULE 2: SPECIFICATIONS OF PRODUCTS SCHEDULE 3: TECHNICAL INFORMATION AND MATERIAL SCHEDULE 4: PRICES OF THE PRODUCTS



This Subordination Agreement (this “Agreement”) dated _____ __, 201_, is between _________, _________ and __________, individually (the “Subordinated Creditor(s)”), and Massachusetts Life Sciences Center (“Senior Creditor”). Recitals A. [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. 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. 4. 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 b) 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. 6. 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: 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 courts. 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] Subordinated Creditor(s): _______________________________ [insert name] _______________________________ [insert name] _____________________________ [insert name]