SUBORDINATION AGREEMENT
This
Subordination Agreement, dated as of July 8, 2005 (the “Subordination
Agreement”),
by
and among Axeda Systems, Inc., a Delaware corporation, the several Purchasers
listed in Schedule
1
to the
Senior Secured Bridge Note Purchase Agreement, dated as of July 8, 2005 (as
may
be hereafter amended, modified, substituted, extended or restated from time
to
time, including any replacement agreement therefore, the “Purchase
Agreement”),
by
and among the Company (defined below) and the Purchasers (together with any
subsequent holders of the Notes (as defined in the Purchase Agreement), the
“Senior
Holders”)
and
Laurus Master Fund, Ltd. and its successors and assigns of the notes and
other
securities issued under the Securities Purchase Agreement referenced below
(each
a “Subordinated
Creditor”
and
collectively, the “Subordinated
Creditors”).
WITNESSETH:
WHEREAS,
pursuant to the provisions of the Purchase Agreement, the Senior Holders
have
agreed, upon the terms and subject to the conditions contained therein, to
make
loans and otherwise extend credit to the Company; and
WHEREAS,
each Subordinated Creditor has extended credit to the Company pursuant to
that
certain Securities Purchase Agreement, dated as of October 5, 2004, by and
among
the Subordinated Creditors and the Company (as amended, modified or supplemented
from time to time, the “Securities
Purchase Agreement”);
and
WHEREAS,
it is a condition precedent to the Senior Holders’ willingness to make loans and
otherwise extend credit to the Company pursuant to the Purchase Agreement
that
the Company and the Subordinated Creditors enter into this Agreement;
and
WHEREAS,
in order to induce the Senior Holders to make loans and otherwise extend
credit
to the Company pursuant to the Purchase Agreement, the Company and the
Subordinated Creditors have agreed to enter into this Agreement.
NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby agree as follows:
1. Definitions.
The
following terms shall have the meanings given to such terms as set forth
below:
“Company”
For
purposes hereof, the term “Company” shall include Axeda Systems, Inc. and all of
its direct and indirect subsidiaries whether now or hereafter existing,
including without limitation, Axeda Systems Operating Company, Inc.
“Senior
Debt”
All
principal (which principal shall not exceed $600,000), interest, fees, costs,
enforcement expenses (including legal fees and disbursements), collateral
protection expenses and other reimbursement or indemnity obligations created
or
evidenced by the Purchase Agreement or any of the other Senior Documents.
Notwithstanding anything herein to the contrary Senior Debt shall not include
any termination or break-up fees or expense reimbursement amounts payable
to the
Senior Holders by the Company under the Letter of Intent. Senior Debt shall
expressly include any and all interest accruing or costs or expenses (including
legal fees and expenses) incurred on or after the date of any filing by or
against the Company of any petition under the United States Bankruptcy Code
or
any other bankruptcy, insolvency or reorganization act regardless of whether
the
Senior Holders’ claim therefor is allowed or allowable in the case or proceeding
relating thereto.
“Senior
Documents”
Collectively, the Purchase Agreement, the Notes, the Security Agreement,
the
Guaranty, any promissory notes executed in connection therewith (subject
to the
aggregate principal not exceeding $600,000) and any and all guaranties and
security interests, mortgages and other liens directly or indirectly guarantying
or securing any of the Senior Debt, and any and all other documents or
instruments otherwise evidencing or further guarantying or securing directly
or
indirectly any of the Senior Debt, whether now existing or hereafter
created.
“Subordinated
Debt”
All
principal, interest, fees, costs, enforcement expenses (including legal fees
and
disbursements), collateral protection expenses and other reimbursement and
indemnity obligations created or evidenced by any of the Subordinated Documents
or any prior, concurrent or subsequent notes, instruments or agreements of
indebtedness, liabilities or obligations of any type or form whatsoever relating
thereto in favor of the Subordinated Creditors with respect to the
Company.
“Subordinated
Documents”
Collectively, the Securities Purchase Agreement, any promissory notes executed
in connection therewith and any and all guaranties and security interests,
mortgages and other liens directly or indirectly guarantying or securing
any of
the Subordinated Debt, and any and all other documents or instruments executed
in connection with the Securities Purchase Agreement or otherwise evidencing
or
further guarantying or securing directly or indirectly any of the Subordinated
Debt, whether now existing or hereafter created.
Terms
not
otherwise defined herein shall have the meaning assigned such terms in the
Purchase Agreement.
2. Subordination.
Each
Subordinated Creditor, for itself, its executors, administrators, personal
representatives, heirs, devisees, legatees, successors and assigns, covenants
and agrees that the payment of the principal of and interest on all Subordinated
Debt now or hereafter outstanding is hereby expressly subordinated, to the
extent and in the manner hereinafter set forth, to the payment in full in
cash
of the Senior Debt; provided, however, that the Company shall be permitted
to
make certain payments in the form of equity on account of the Subordinated
Debt
in accordance with Section 3 below.
3. No
Payment.
As long
as any of the Senior Debt is outstanding, no payment of principal of, interest
on, or premiums, fees, costs, expenses or other amounts with respect to,
any
Subordinated Debt shall be made by the Company or accepted by any Subordinated
Creditor and the Company shall not set off, contra or otherwise apply all
or any
part of any obligation of any Subordinated Creditor to the Company toward
satisfaction of the Subordinated Debt, or acquire, redeem or otherwise purchase
any Subordinated Debt; provided, however, that the Company shall be permitted
(but not obligated) to make payments on the Subordinated Debt payable solely
in
the form of shares of common stock of the Company or warrants or options
to
purchase shares of common stock of the Company in accordance with the terms
of
the Securities Purchase Agreement so long as no Event of Default has occurred
under the Purchase Agreement.
4. Payments
Held in Trust.
If any
payment of principal of, interest on, or premiums, fees, costs, expenses
or
other amounts with respect to, any Subordinated Debt is received by a
Subordinated Creditor before all Senior Debt shall have been paid or satisfied
in full, despite or in violation or contravention of the terms of this
Subordination Agreement, the Subordinated Creditor will hold the same in
trust
for the Senior Holders and forthwith pay the same to the Senior Holders,
to be
held by the Senior Holders as additional security for the Senior Debt or
applied
by the Senior Holders to payment of the Senior Debt in such manner as the
Senior
Holders may choose in their sole discretion. Any such payment of principal
of,
interest on, or premiums, fees, costs, expenses or other amounts with respect
to, any Subordinated Debt paid over to the Senior Holders and held by the
Senior
Holders as additional security pursuant to the immediately preceding sentence
shall, to the extent not applied to the payment of the Senior Debt, be paid
over
to the Subordinated Creditor after the Senior Debt has been finally paid
in full
in cash. Until the Senior Debt has been finally paid in full in cash, no
Subordinated Creditor shall have any right of subrogation, reimbursement,
restitution, contribution or indemnity whatsoever from any assets of the
Company
or any guarantor of or provider of collateral security for the Senior Debt.
Notwithstanding anything to the contrary contained herein, following the
payment
in full of the Senior Debt, each Senior Holder hereby agrees that in the
event
such Senior Holder receives as a result of its exercise of remedies under
the
Senior Documents any amount on account of the Senior Debt in excess of the
outstanding Senior Debt, such Senior Holder shall be pay over such excess
amount
to the Subordinated Creditors as promptly as practicable.
5. Bankruptcy.
In the
event of any receivership, insolvency, bankruptcy, assignment for the benefit
of
creditors, reorganization (whether or not pursuant to bankruptcy laws), sale
of
all or substantially all of the assets, dissolution, liquidation, winding
up of
the business or affairs of the Company or any other marshalling of the assets
and liabilities of the Company:
(a) Each
Subordinated Creditor will prove, enforce and endeavor to obtain payment
of the
principal of, interest on and all other amounts payable with respect to all
Subordinated Debt and will pay over to the Senior Holders amounts thereof
sufficient for payment of principal of and interest on, or other payments
with
respect to, the Senior Debt, to pay in full the Senior Debt. The Senior Holders
may file claims in any such proceeding on each Subordinated Creditor’s behalf
and in no event shall any Subordinated Creditor waive, forgive or cancel
any
claim it may now or hereafter have against the Company.
(b) The
Senior Holders may, at their option, claim directly from the trustee or
representative of the Company’s estate in such proceeding. In the event that the
Senior Holders do so elect to claim directly against the trustee or
representative of the Company’s estate, each Subordinated Creditor hereby grants
to the Senior Holders an irrevocable proxy to vote its claims in any such
proceeding or at any meeting of creditors, and agrees to execute all further
documents requested by the Senior Holders to facilitate exercise of this
proxy.
The Subordinated Creditors and the Company agree to furnish all assignments,
powers or other documents requested by the Senior Holders to facilitate such
direct collection by the Senior Holders or the perfection of any interest
of the
Senior Holders hereunder.
6. Certain
Prohibited Actions.
Until
the payment or satisfaction in full of the Senior Debt, without the prior
written consent of the Senior Holders:
(a) no
Subordinated Creditor shall from and after the date hereof request, demand
or
seek to obtain from the Company, and the Company shall not grant or deliver
to
the Subordinated Creditor, any collateral or other security for the Subordinated
Debt (the parties hereto acknowledge that this clause (a) does not require
the
Subordinated Creditors to terminate the liens granted prior to this date
under
the Subordinated Documents);
(b) no
Subordinated Creditor shall (i) accelerate the maturity of any Subordinated
Debt, (ii) demand payment of any Subordinated Debt or (iii) exercise any
right
or remedy, or take any action, against the Company or any of the assets or
property of the Company to enforce its rights with respect to any Subordinated
Debt;
(c) no
Subordinated Creditor will amend or modify any of the terms of any of the
Subordinated Debt or any of the Subordinated Documents in a manner that is
materially adverse to the interests of the Senior Holders (including those
interests relating to the Senior Documents and the transactions contemplated
by
the Letter of Intent), provided, however, that the Subordinated Creditors
shall
provide the Senior Holders at least five business days' prior notice of any
proposed amendment or modification to afford the Senior Holders an opportunity
to object to such proposed amendment or modification as being materially
adverse
to their interests; and
(d) no
Subordinated Creditor shall sell, assign or otherwise transfer or further
encumber any Subordinated Debt or interest therein without first procuring
and
delivering to the Senior Holders evidence in writing of the consent and
agreement of the purchaser, pledgee, assignee or transferee of such Subordinated
Debt or interest therein to comply with all terms, conditions and provisions
of
this Subordination Agreement. The rights of the Senior Holders under this
Section 6 shall inure to the benefit of their successors and
assigns.
7. Subordinated
Creditors' Security.
(a) Each
Subordinated Creditor hereby confirms that, regardless of the relative times
and
method of attachment or perfection thereof (or any failure to perfect) or
the
order of filing of financing statements, mortgages or other security agreements
or documents, or anything in the Subordinated Documents or this Agreement
to the
contrary, the security interests and liens granted or to be granted from
time to
time to secure the Senior Indebtedness, shall in all respects be first and
senior security interests and liens, superior to any security interests and
liens granted or to be granted to Subordinated Creditor in assets of or
ownership interests in, the Company or any other person pursuant to the
Subordinated Documents or otherwise, it being the express intention of the
parties that, notwithstanding anything in this Agreement to the contrary,
all
liens and security interests granted to Senior Holders from time to time
shall
be prior and superior to any liens or security interests granted to Subordinated
Creditor. In foreclosing on Senior Holders’ security interests and liens in the
collateral described in or purportedly covered by the Security Agreement
(as
defined in the Purchase Agreement) (the "Collateral"),
the
Senior Holders may proceed to foreclose on their security interests and liens
in
any manner which the Senior Holders, in their sole discretion, choose, even
though a higher price might have been realized if Senior Holders had proceeded
to foreclose on their security interests and liens in another
manner.
(b) Each
Subordinated Creditor hereby consents and agrees that the Senior Holders
shall
be under no obligation with respect to marshaling collateral security for
the
Senior Debt in favor of Subordinated Creditors or in payment of indebtedness
of
the Company to the Subordinated Creditors.
(c) Without
limiting any of the rights (including any of the foreclosure rights) of Senior
Holders under the Purchase Agreement, the Security Agreement, or any documents
delivered to secure the obligations of the Company to the Senior Holders
in
connection therewith or under the provisions of any applicable law, and without
placing any obligation on the part of the Senior Holders to follow any of
the
following provisions in order to retain their priority status hereunder,
in the
event that the Senior Holders release or discharge their security interests
in,
or liens upon, any Collateral which is subject to a lien or security interest
in
favor of any Subordinated Creditor, in each case in connection with exercising
the Senior Holders’ rights under the Security Agreement, such Collateral shall
thereupon be deemed to have been released from all such liens and security
interests. Each Subordinated Creditor agrees that within two Business Days'
following Senior Holder’s written request therefor, it will execute, deliver and
file any and all such termination statements, lien releases and other agreements
and instruments as Senior Holders reasonably deem necessary or appropriate
in
order to give effect to the preceding sentence. Each Subordinated Creditor
hereby irrevocably appoints the Senior Holders the true and lawful attorney
of
such Subordinated Creditor for the purpose of effecting any such executions,
deliveries and filings. Without limiting the foregoing, and without implying
that any Senior Holder is obligated to undertake any special investigation
with
respect to its good faith belief as to the fair value of any property, the
parties hereto agree to be bound as to the fair value of any property as
determined by any independent appraisal of such property that may be conducted
at the Senior Holders’ request. The cost of any such appraisal shall be borne by
the Company and, if funded by the Senior Holders, shall constitute Senior
Debt.
Each Senior Holder agrees that if, as a result of a release of its liens
on
Collateral which is subject to a lien or security interest in favor of any
Subordinated Creditor, such Senior Holder receives any amount on account
of the
Senior Debt in excess of the outstanding Senior Debt, such Senior Holder
shall
in accordance with the last sentence of Section 4 above pay over such excess
amount to the Subordinated Creditors as promptly as practicable following
payment in full of the Senior Debt.
8. Consents
and Waivers.
Each
Subordinated Creditor hereby irrevocably consents to (a) the Company
entering into the Purchase Agreement and the other Senior Documents, the
Company’s incurrence of the Senior Debt and the Company’s performance of its
obligations thereunder and irrevocably waives any rights it may have to
participate in, receive notice of or otherwise prohibit the issuance of the
Senior Debt, (b) any waiver of the terms of the Senior Debt, (c) any
renewal, extension or postponement of the time of payment of the Senior Debt
or
any other indulgence with respect to the Senior Debt, (d) any substitution,
exchange or release of collateral for the Senior Debt and (e) the
addition
or release of any person primarily or secondarily liable on the Senior Debt,
made or effected by the Senior Holders. The Senior Holders may exercise,
fail to
exercise, waive or amend any of their rights under any instrument evidencing
or
securing or under any agreement delivered in connection with any Senior Debt,
and in reference thereto may make and enter into such agreements as to them
may
seem proper or desirable, all without notice to or further assent from the
Subordinated Creditors, and any such action shall not in any manner impair
or
affect this Subordination Agreement or any of the Senior Holders’ rights
hereunder. Notwithstanding anything herein to the contrary, the Senior Documents
shall not be amended or modified to (i) increase the aggregate principal
of, or
increase the rates of interest, fees, other premiums or similar amounts payable
on, the Senior Debt, in each case, from that in effect on the date hereof
or
(ii) restrict the Company from entering into an amendment or modification
to the
terms of the Subordinated Debt which amendment or modification is in accordance
with the terms and conditions of Section 6(c) hereof, in each case without
the
consent of the Subordinated Creditors representing at least a majority of
the
aggregate principal amount of the Subordinated Debt then outstanding. Each
Subordinated Creditor hereby irrevocably waives (i) presentment, notice
and
protest in connection with all negotiable instruments evidencing Senior Debt
or
Subordinated Debt, (ii) notice of the acceptance of this Subordination
Agreement by the Senior Holders, (iii) notice of any extensions of
credit
made, extensions granted or other action taken in reliance hereon, and
(iv) all demands and notices of every kind in connection with this
Subordination Agreement. Each Subordinated Creditor hereby waives and agrees
not
to assert against the Senior Holders any rights which a guarantor or surety
with
respect to any indebtedness of the Company could exercise; but nothing in
this
Subordination Agreement shall constitute the Subordinated Creditor a guarantor
or surety.
Subordination
Agreement - Page 6
9. Purchase
of Senior Debt.
The
Subordinated Creditors shall be entitled, at any time, to purchase the Notes
representing the entire amount of the Senior Debt from the Senior Holders
by
paying in full in immediately available U.S funds by wire transfer to the
Senior
Holders the aggregate amount of all principal, interest and other amounts
payable under the Notes and the Bridge Loan Documents then outstanding;
provided, however, that the Subordinated Creditors shall not have the right
to
purchase the Notes prior to the Maturity Date (as defined in the Purchase
Agreement on the date hereof) if any Subordinated Creditor is (i) purchasing
the
Notes in connection with the provision by the Subordinated Creditors of
financing for the acquisition of the stock or assets of the Company or any
of
its subsidiaries by any person other than the Senior Holders or their
affiliates, or (ii) acting directly with a person other than the Senior Holders
and their affiliates to take any action that could reasonably be expected
to
prevent, interfere with, delay or postpone the acquisition of the stock or
assets of the Company or any of its subsidiaries by the Senior Holders or
their
affiliates. Furthermore, each Subordinated Creditor agrees that, at no time
prior to the Maturity Date (as defined in the Purchase Agreement on the date
hereof), shall such Subordinated Creditor provide direct assistance to any
person attempting to acquire the stock or assets of the Company or any of
its
subsidiaries other than the Senior Holders or their affiliates. If the
Subordinated Creditors exercise their right to purchase the Notes and pay
the
purchase price therefor, the Senior Holders will assign to the Subordinated
Creditors all right, title and interest they have to the Guaranty, the Security
Agreement and this Agreement concurrently with the transfer of the
Notes.
10. No
Obligations of Senior Holders.
The
rights granted to the Senior Holders hereunder are solely for their protection
and, except to the extent explicitly provided herein, nothing herein contained
shall impose on the Senior Holders any duties with respect to the Subordinated
Debt or any property of the Subordinated Creditor or the Company received
hereunder beyond reasonable care while in the Senior Holders’ custody and
redelivery upon expiration of this Subordination Agreement.
Subordination
Agreement - Page 7
11. Specific
Performance.
The
Senior Holders are hereby authorized to demand specific performance of this
Subordination Agreement, whether or not the Company shall have complied with
the
provisions hereof applicable to it, at any time when the Subordinated Creditor
shall have failed to comply with any provision hereof.
12. Amendment.
This
Subordination Agreement may not be amended or waived except by an instrument
in
writing signed by the Company, the Subordinated Creditors representing at
least
a majority of the aggregate principal amount of the Subordinated Debt then
outstanding and the Senior Holders representing at least a majority of the
aggregate principal amount of the Notes then outstanding.
13. Notices.
All
notices, requests, demands and other communications provided for hereunder
shall
be in writing (including telecopy communication) and telecopied or delivered:
(i) if to a Senior Holder, c/o JMI Management, Inc.,
0000
Xx.
Xxxx Xxxxxx, Xxxxxxxxx, XX 00000, Attn: Xxxxxxxx X. Xxxxxxx or at such other
address as to which such Senior Holder may inform the other parties in writing
in compliance with the terms of this Section 13, with a copy to Xxxxxxx
Procter LLP, Exchange Place, 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000, Attn: Xxxx
X.
Xxxxxxx, Esq., Fax. No.: (000) 000-0000; (ii) if to the Company, at 00 Xxxxxx
Xxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000, or at such other address as shall be
designated by the Company in a written notice to the other parties complying
as
to delivery with the terms of this Section 13, with a copy to Arent
Fox
PLLC, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, Attn: Xxxxxx X. Xxxxxx,
Fax
No. (000) 000-0000; and (iii) if to the Subordinated Creditor, at c/o Laurus
Capital Management LLC, 000 Xxxxx Xxxxxx, 00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx Ban, Esq., Fax No.: (000) 000-0000
or at
such other address as shall be designated by the Subordinated Creditor in
a
written notice to the other parties complying as to delivery with the terms
of
this Section 13.
All
such
notices, requests, demands and other communications shall be in writing and
shall be deemed to have been given (i) on the date of delivery, if personally
delivered or telecopied to the party to whom notice is to be given, or (ii)
upon
confirmed receipt after being deposited with a nationally recognized overnight
delivery service for next business day delivery or (iii) on the third Business
Day after mailing, if mailed to the party to whom notice is to be given,
by
certified mail, return receipt requested, postage prepaid, and addressed
to the
addressee at the address of the addressee set forth herein, or to the most
recent address, specified by written notice, given to the sender pursuant
to
this paragraph.
14. Waiver.
No
delay on the part of the Senior Holders or Subordinated Creditors in exercising
any right, power or privilege hereunder shall operate as a waiver thereof,
nor
shall any partial exercise or waiver of any privilege or right hereunder
preclude any further exercise of such privilege or right or the exercise
of any
other right, power or privilege. The rights and remedies expressed in this
Subordination Agreement are cumulative and not exclusive of any right or
remedy
which the Senior Holders or Subordinated Creditors may otherwise
have.
Subordination
Agreement - Page 8
15. Further
Assurances.
The
Subordinated Creditors and the Company shall execute and deliver to the Senior
Holders such further instruments and documents and shall take such further
action as the Senior Holders may at any time or times reasonably request
in
order to carry out the provisions and intent of this Subordination Agreement.
16. Prior
Agreements.
This
Agreement constitutes the entire agreement between the parties and supercedes
any other prior understandings or agreements concerning the subject matter
hereof.
17. Governing
Law.
This
Subordination Agreement shall be governed by, and construed in accordance
with
the laws of the Commonwealth of Massachusetts, without giving effect to the
principles of conflicts of laws thereof. The Company and the Subordinated
Creditors hereby consent to the jurisdiction of any federal or state court
in
the Commonwealth of Massachusetts located in the counties of Suffolk, Middlesex,
or Norfolk.
18. Waiver
of Jury Trial.
EACH OF
THE SUBORDINATED CREDITORS AND THE COMPANY EACH HEREBY WAIVES ITS RIGHT TO
A
JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE
IN
CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE
PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EXCEPT AS PROHIBITED BY LAW,
EACH OF
THE SUBORDINATED CREDITORS AND THE COMPANY HEREBY WAIVES ANY RIGHT WHICH
IT MAY
HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE PRECEDING SENTENCE
ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES
OTHER
THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH OF THE SUBORDINATED CREDITORS
AND
THE COMPANY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE
SENIOR HOLDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE SENIOR HOLDER
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS
AND
(B) ACKNOWLEDGES THAT THE SENIOR HOLDER HAS BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED
HEREIN.
19. Counterparts.
This
Subordination Agreement may be signed in any number of counterparts, which
together will be one and the same instrument. This Subordination Agreement
shall
become effective whenever each party shall have signed at least one such
counterpart. This Subordination Agreement shall be binding upon each party
hereto and its executors, administrators, personal representatives, heirs,
devisees, legatees, successors and assigns, and shall inure to the benefit
of
the Senior Holders and the Subordinated Creditors and each of their respective
successors and assigns.
20. Assignment
by Senior Holders.
No
Senior Holder shall sell, assign or otherwise transfer or further encumber
any
Senior Debt or interest therein without first procuring and delivering to
the
Subordinated Creditors evidence in writing of the consent and agreement of
the
purchaser, pledgee, assignee or transferee of such Senior Debt or interest
therein to comply with all terms, conditions and provisions of, and be bound
by,
this Subordination Agreement.
Subordination
Agreement - Page 9
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
Subordination
Agreement - Signature Page
IN
WITNESS WHEREOF, each party hereto has cause this Subordination Agreement
to be
executed by its duly authorized officer as of the date first above
written.
| COMPANY: | ||
| AXEDA SYSTEMS, INC. | ||
| |
|
|
| By: | /s/ Xxxxx Xxxxxxxxxx | |
|
Xxxxx Xxxxxxxxxx |
||
| Chief Financial Officer | ||
| SENIOR HOLDERS: | ||
|
JMI
EQUITY FUND V, L.P.
By:
JMI Associates V, L.L.C.
its
General Partner
|
||
| |
|
|
| By: | /s/ Xxxxxxxx X. Xxxxxxx | |
|
Xxxxxxxx X. Xxxxxxx |
||
| Managing Member | ||
|
JMI
EQUITY FUND V (AI), L.P.
By:
JMI Associates V, L.L.C.
its
General Partner
|
||
| |
|
|
| By: | /s/ Xxxxxxxx X. Xxxxxxx | |
|
Xxxxxxxx X. Xxxxxxx |
||
| Managing Member | ||
| SUBORDINATED CREDITORS: | ||
| LAURUS MASTER FUND, LTD. | ||
| |
|
|
| By: | /s/ Xxxxx Grin | |
|
Name: Xxxxx Grin |
||
| Title: Fund Manager/Director | ||
