Subordination Agreement Sample Contracts

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Siclone Industries – Amendment No. 1 to Subordination Agreement (September 6th, 2017)

This Amendment No. 1 to Subordination Agreement (this "Amendment") is entered into as of August 31, 2017 by and between Apollo Medical Management, Inc. ("Lender") and Maverick Medical Group, Inc. ("Borrower") with reference to the following facts:

Jin Jie – Subordination Agreement (September 6th, 2017)

This Subordination Agreement (the "Agreement") is entered into on August 30th, 2017 (the "Effective Date") by and among Bluesphere Italy S.R.L, a private limited liability company organized and existing under the laws of Italy under registration no. MI-2124774, having its registered office at Milan, Corso G. Matteotti 1, 20121 (MI) and established and owned by BSC ("Borrower"); Blue Sphere Corporation, a publicly traded company incorporated under the laws of Nevada, USA, with its registered place of business at 301 McCullough Drive, 4th Floor Charlotte, NC 28262 ("BSC"); and Helios 3 Italy Bio-Gas 2 L.P, a limited partnership under formation to be organized under the laws of the State of Israel (partnership number of Hakfar Hayarok Street, Ramat Hasharon, Israel ("Lender") by its General Partner, Helios General 3, LTD (515257749).

JMP Group – Amendment Number Eight to Revolving Note and Cash Subordination Agreement & Revolving Note (August 8th, 2017)

This AMENDMENT NUMBER EIGHT TO REVOLVING NOTE AND CASH SUBORDINATION AGREEMENT & REVOLVING NOTE (this "Amendment"), effective as of May 9, 2017, is entered into by and between JMP SECURITIES LLC, a Delaware limited liability company ("Broker/Dealer"), and CITY NATIONAL BANK, a national banking association ("Lender"), and in light of the following:

Staffing 360 Solutions, Inc. – Amendment No. 2 to Subordination Agreement (August 8th, 2017)

THIS AMENDMENT NO. 2 TO SUBORDINATION AGREEMENT (this "Amendment") is made as of this 2nd day of August, 2017, by and among JACKSON INVESTMENT GROUP, LLC, a Georgia limited liability company, as purchaser and holder of the Subordinated Note (as defined below) and as secured party under the Subordinated Security Documents (as defined below) ("Subordinated Lender"), STAFFING 360 SOLUTIONS, INC., a Delaware corporation ("Parent"), certain of the Parent's subsidiaries party hereto, and MIDCAP FUNDING X TRUST, a Delaware statutory trust and successor by assignment from MidCap Financial Trust, as Agent for the financial institutions or other entities from time to time parties to the Senior Loan Agreements (as hereinafter defined) (acting in such capacity, "Agent"), and as a Lender, or such then present holder or holders of the Senior Loan (as hereinafter defined) as may from time to time exist (the "Lenders," and collectively with the Agent, the "Senior Lenders"). References in this Agreemen

Net 1 UEPS Technologies, Inc. – SUBORDINATION AGREEMENT DATED 21 JULY, 2017 Between NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED (As Borrower) NET1 UEPS TECHNOLOGIES, INC. (As Holdco) THE PERSONS LISTED IN SCHEDULE 1 (As Original Subordinated Creditors) THE PERSONS LISTED IN SCHEDULE 2 (As Original Intergroup Debtors) THE PERSONS LISTED IN SCHEDULE 3 (As Original Senior Creditors) With FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (As Facility Agent) (July 26th, 2017)

Clause Page 1. Interpretation 2 2. Subordination 4 3. Undertakings 5 4. Insolvency 6 5. Enforcement 7 6. Turnover of Non-permitted Recoveries 8 7. Amendments to the Subordinated Documents 9 8. Consents 9 9. Protection of Subordination and Priority 9 10. Representations and Warranties 10 11. Information by Subordinated Creditors 12 12. Preservation of Subordinated Debt 12 13. Treatment of Distributions 13 14. Responsibility of the Facility Agent 13 1

Subordination Agreement (July 17th, 2017)

THIS SUBORDINATION AGREEMENT (this "Agreement") is entered into as of July 11, 2017, by and among Catamaran Services, Inc., a Delaware corporation ("Junior Creditor"), Mendocino Brewing Company, Inc., a California corporation, ("MBC"), Releta Brewing Company, LLC, a Delaware limited liability company ("RBC"; RBC and MBC are collectively referred to as "Borrowers" and, each individually, as a "Borrower"), and MB Financial Bank, N.A., successor in interest to Cole Taylor Bank ("Senior Lender").

Subordination Agreement and Right to Purchase Debt (July 3rd, 2017)

This Subordination Agreement and Right to Purchase Debt (this Agreement) is made as of June 29, 2017 by and among CHICAGO VENTURE PARTNERS, L.P., a Utah limited partnership (Creditor), JAGUAR ANIMAL HEALTH, INC., a Delaware corporation (Borrower), and HERCULES CAPITAL, INC. (f/k/a Hercules Technology Growth Capital, Inc.), a Maryland corporation (Agent), in its capacity as administrative agent for itself and the Lender (as defined in the Loan Agreement (as defined below)).

Twinlab Consolidated Holdings, Inc. – Subordination Agreement (June 8th, 2017)

THIS SUBORDINATION AGREEMENT (this "Agreement") is entered into as of this 2nd day of June, 2017, by and among 2014 HUNTINGTON HOLDINGS, LLC, a Delaware limited liability company ("Subordinated Lender"), TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation ("TCHI"), TWINLAB CONSOLIDATION CORPORATION, a Delaware corporation ("TCC"), TWINLAB HOLDINGS, INC., a Michigan corporation, ISI BRANDS INC., a Michigan corporation, TWINLAB CORPORATION, a Delaware corporation, NUTRASCIENCE LABS, INC., a Delaware corporation (formerly known as TCC CM Subco I, Inc.) ("Nutrascience Labs"), and NUTRASCIENCE LABS IP CORPORATION, a Delaware corporation (formerly known as TCC CM Subco II, Inc.), ORGANIC HOLDINGS LLC, a Delaware limited liability company, RESERVE LIFE ORGANICS, LLC, a Delaware limited liability company, RESVITALE, LLC, a Delaware limited liability company, RE-BODY, LLC, a Delaware limited liability company, INNOVITAMIN ORGANICS, LLC, a Delaware limited liability company, ORGANICS MANAG

Subordination Agreement (May 15th, 2017)

This SUBORDINATION AGREEMENT, dated as of March 28, 2017 (this "Agreement"), is among - Five Star Bank (the "Subordinating Creditor"), Marrone Bio Innovations, Inc., (the "Debtor"), and LSQ Funding Group L.C. (the "Senior Creditor").

REVA Medical, Inc. – Second Amendment to Convertible Note Deed and Subordination Agreement (April 26th, 2017)

THIS SECOND AMENDMENT TO CONVERTIBLE NOTE DEED AND SUBORDINATION AGREEMENT (this "Amendment"), is made as of April 22, 2017, by and among Reva Medical, Inc. (the "Company"), GOLDMAN SACHS INTERNATIONAL and SENRIGAN MASTER FUND (each a "Noteholder"), and is entered into with respect to the Convertible Note Deed, dated September 25, 2014, by and among the Company and the Noteholders, as amended by First Amendment to Convertible Note Deed dated February 11, 2016 (collectively, the "Agreement"). Unless otherwise indicated, words and terms which are defined in the Agreement shall have the same meaning where used herein.

Limited Subordination Agreement (April 18th, 2017)

THIS LIMITED SUBORDINATION AGREEMENT (this Agreement) is entered into as of December 30, 2016, by and among (i) Napo Pharmaceuticals, Inc., a Delaware corporation (the Borrower), (ii) Kingdon Capital Management, L.L.C., in its capacity as agent under the Kingdon Security Agreement (in such capacity, the Kingdon Agent) and in its capacity as purchaser under the Kingdon Note Purchase Agreement (Kingdon) and the other purchasers of notes from time to time under the Kingdon Note Purchase Agreement (together with Kingdon, the Kingdon Purchasers, and together with the Kingdon Agent and each of their successors and assigns, the Kingdon Parties), (iii) Nantucket Investments Limited, in its capacities as administrative agent and collateral agent under the Nantucket Financing Agreement (in such capacities, the Administrative Agent and the Collateral Agent, as applicable, and together the Agents), (iv) the lenders under the Nantucket Financing Agreement party hereto, (v) Dorsar Investment Company

Subordination Agreement (April 17th, 2017)

This SUBORDINATION AGREEMENT (this "Agreement") is made as April 13, 2017 by PRECIPIO DIAGNOSTICS, LLC, a Delaware limited liability company (the "Debtor") and TRANSGENOMIC, INC., with its head office located at 12325 Emmet Street, Omaha, Nebraska 68164 (the "Junior Creditor") for the benefit of WEBSTER BANK, NATIONAL ASSOCIATION, a national banking association, having an office at 80 Elm Street, New Haven, Connecticut 06510 (the "Senior Creditor").

Subordination Agreement (April 17th, 2017)

This SUBORDINATION AGREEMENT (this "Agreement") is made as April 13, 2017 by PRECIPIO DIAGNOSTICS, LLC, a Delaware limited liability company (the "Debtor") and TRANSGENOMIC, INC., with its head office located at 12325 Emmet Street, Omaha, Nebraska 68164 (the "Junior Creditor") for the benefit of WEBSTER BANK, NATIONAL ASSOCIATION, a national banking association, having an office at 80 Elm Street, New Haven, Connecticut 06510 (the "Senior Creditor").

Staffing 360 Solutions, Inc. – Amendment No. 1 to Subordination Agreement (April 6th, 2017)

THIS AMENDMENT NO. 1 TO SUBORDINATION AGREEMENT (this "Amendment") is made as of this 5th day of April, 2017, by and among JACKSON INVESTMENT GROUP, LLC, a Georgia limited liability company, as purchaser and holder of the Subordinated Note (as defined below) and as secured party under the Subordinated Security Documents (as defined below) ("Subordinated Lender"), STAFFING 360 SOLUTIONS, INC., a Nevada corporation ("Parent"), certain of the Parent's subsidiaries party hereto, and MIDCAP FUNDING X TRUST, a Delaware statutory trust and successor by assignment from MidCap Financial Trust, as Agent for the financial institutions or other entities from time to time parties to the Senior Loan Agreements (as hereinafter defined) (acting in such capacity, "Agent"), and as a Lender, or such then present holder or holders of the Senior Loan (as hereinafter defined) as may from time to time exist (the "Lenders," and collectively with the Agent, the "Senior Lenders"). Reference in this Agreement to

Z-Trim Holdings, Inc. – Subordination Agreement (April 3rd, 2017)

THIS SUBORDINATION AGREEMENT (this Agreement) is entered into as of this March 28, 2017, by and among each of the undersigned subordinated lenders listed on the signature pages hereto as Subordinated Creditors (collectively, Subordinated Creditor), AGRITECH WORLDWIDE, INC., a Nevada corporation, (Company), Jonathan Kahn and Mo Garfinkle (collectively, Senior Lenders), and Jonathan Kahn, as Agent for the Senior Lenders (in such capacity Agent).

Z-Trim Holdings, Inc. – Subordination Agreement (March 29th, 2017)

THIS SUBORDINATION AGREEMENT (this "Agreement") is entered into as of this March 28, 2017, by and among each of the undersigned subordinated lenders listed on the signature pages hereto as "Subordinated Creditors" (collectively, "Subordinated Creditor"), AGRITECH WORLDWIDE, INC., a Nevada corporation, ("Company"), Jonathan Kahn and Mo Garfinkle (collectively, "Senior Lenders"), and Jonathan Kahn, as Agent for the Senior Lenders (in such capacity "Agent").

Z-Trim Holdings, Inc. – Subordination Agreement (March 17th, 2017)

THIS SUBORDINATION AGREEMENT (this "Agreement") is entered into as of this March 15, 2017, by and among each of the undersigned subordinated lenders listed on the signature pages hereto as "Subordinated Creditors" (collectively, "Subordinated Creditor"), AGRITECH WORLDWIDE, INC., a Nevada corporation, ("Company"), Jonathan Kahn and Mo Garfinkle (collectively, "Senior Lenders"), and Jonathan Kahn, as Agent for the Senior Lenders (in such capacity "Agent").

Z-Trim Holdings, Inc. – Subordination Agreement (March 16th, 2017)

THIS SUBORDINATION AGREEMENT (this Agreement) is entered into as of this March 15, 2017, by and among each of the undersigned subordinated lenders listed on the signature pages hereto as Subordinated Creditors (collectively, Subordinated Creditor), AGRITECH WORLDWIDE, INC., a Nevada corporation, (Company), Jonathan Kahn and Mo Garfinkle (collectively, Senior Lenders), and Jonathan Kahn, as Agent for the Senior Lenders (in such capacity Agent).

United States Enrichment Corporation – Note Subordination Agreement (February 15th, 2017)

THIS NOTE SUBORDINATION AGREEMENT (this "Agreement") is entered into as of February 14, 2017, by and among United States Enrichment Corporation, a Delaware corporation (the "Company"), as Issuer Senior Debt Representative for the Initial Issuer Senior Debt Claimholders (as defined below) (collectively, in such capacity and together with its successors from time to time in such capacity, the "Initial Issuer Senior Debt Representative"), DELAWARE TRUST COMPANY, a Delaware state chartered trust company duly organized and existing under the laws of the State of Delaware, as Trustee, for the Holders under the Indenture (as defined below) (in such capacity and together with its successors from time to time in such capacity, the "Trustee"), and each additional Issuer Senior Debt Representative that from time to time becomes a party hereto pursuant to Section 3.7 hereof, and acknowledged and agreed to by Centrus Energy Corp. (the "Issuer"). Capitalized terms used in this Agreement have the mea

United States Enrichment Corporation – Note Subordination Agreement (February 15th, 2017)

THIS NOTE SUBORDINATION AGREEMENT (this "Agreement") is entered into as of February 14, 2017, by and among United States Enrichment Corporation, a Delaware corporation (the "Company"), as Issuer Senior Debt Representative for the Initial Issuer Senior Debt Claimholders (as defined below) (collectively, in such capacity and together with its successors from time to time in such capacity, the "Initial Issuer Senior Debt Representative"), DELAWARE TRUST COMPANY, a Delaware state chartered trust company duly organized and existing under the laws of the State of Delaware, as Trustee, for the Holders under the Indenture (as defined below) (in such capacity and together with its successors from time to time in such capacity, the "Trustee"), and each additional Issuer Senior Debt Representative that from time to time becomes a party hereto pursuant to Section 3.7 hereof, and acknowledged and agreed to by Centrus Energy Corp. (the "Issuer"). Capitalized terms used in this Agreement have the mea

Z-Trim Holdings, Inc. – Subordination Agreement (February 6th, 2017)

THIS SUBORDINATION AGREEMENT (this "Agreement") is entered into as of this February 1, 2017, by and among each of the undersigned subordinated lenders listed on the signature pages hereto as "Subordinated Creditors" (collectively, "Subordinated Creditor"), AGRITECH WORLDWIDE, INC., a Nevada corporation, ("Company"), and GKS FUNDING LLC, an Illinois limited liability company, as Agent for all Senior Lenders party to the Senior Credit Agreement described below.

KTL Bamboo International Corp – Subordination Agreement (February 2nd, 2017)

This Subordination Agreement (the "Agreement") is made as of January 27, 2017, by and among each of the parties listed as a creditor on a signature page hereto (each, a "Creditor"), and OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314, in its capacity as Collateral Agent (as hereinafter defined) for the Lenders (as hereinafter defined).

Subordination Agreement (February 1st, 2017)

THIS SUBORDINATION AGREEMENT (this "Subordination Agreement") is entered into as of January 27, 2017, among IOWA STATE BANK ("Senior Lender"), the parties who have executed this Agreement as "Junior Lenders", together with such additional parties who may execute a counterpart signature page hereto (collectively, "Junior Lenders"), and AMERICAN POWER GROUP CORPORATION ("APGC") and AMERICAN POWER GROUP, INC. ("APGI"). Hereinafter, all references to the "Company" shall be understood to refer to both APGC and APGI as individual entities, consistent with fully protecting the security interests of the Senior Lender.

Staffing 360 Solutions, Inc. – Subordination Agreement (January 31st, 2017)

THIS SUBORDINATION AGREEMENT (this "Agreement") is entered into as of this January 25, 2017, among JACKSON INVESTMENT GROUP, LLC, a Georgia limited liability company, as purchaser and holder of the Subordinated Note (as defined below) and as secured party under the Subordinated Security Documents (as defined below) ("Subordinated Lender"), STAFFING 360 SOLUTIONS, INC., a Nevada corporation ("Parent"), certain of the Parent's subsidiaries party hereto and MIDCAP FUNDING X TRUST, a Delaware statutory trust and successor by assignment from MidCap Financial Trust, as Agent for the financial institutions or other entities from time to time parties to the Senior Loan Agreement (as hereinafter defined) (acting in such capacity, "Agent"), and as a Lender, or such then present holder or holders of the Senior Loan (as hereinafter defined) as may from time to time exist (the "Lenders," and collectively with the Agent, the "Senior Lenders"). Reference in this Agreement to "Subordinated Lender", "S

KTL Bamboo International Corp – Subordination Agreement (January 30th, 2017)

This Subordination Agreement (the "Agreement") is made as of January 27, 2017, by and among each of the parties listed as a creditor on a signature page hereto (each, a "Creditor"), and OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314, in its capacity as Collateral Agent (as hereinafter defined) for the Lenders (as hereinafter defined).

Subordination Agreement (January 17th, 2017)

This SUBORDINATION AGREEMENT (this "Agreement"), dated as of January 13, 2017, is entered into by and among Dr. Michael G. Mathews ("Mathews") and Michael H. McMillan ("McMillan," and together with Mathews, sometimes collectively referred to herein as "Subordinate Creditors," and each individually as a "Subordinate Creditor"), Auxilio, Inc., a Nevada corporation ("Parent"), and Avidbank, a California banking corporation, in its capacity as contractual representative for itself and the other Lenders party to the Senior Credit Agreement hereinafter defined ("Agent"), with reference to the following facts:

Subordination Agreement (January 4th, 2017)

THIS SUBORDINATION AGREEMENT, dated as of December 28, 2016, is by and between STERLING NATIONAL BANK, a national banking association, as administrative and collateral agent for the Senior Lenders (as defined below) under the Senior Loan Documents (as defined below) (together with its successors and assigns, the "Senior Agent"), and the Junior Creditor under the Junior Debt Documents (as each term is defined below), and is acknowledged by BLONDER TONGUE LABORATORIES, INC., a Delaware corporation ("Parent"), and R.L. DRAKE HOLDINGS, LLC, a Delaware limited liability company ("Drake"; Parent, and Drake, along with their successors and assigns are herein collectively called "Borrower").

Subordination Agreement (December 29th, 2016)

THIS SUBORDINATION AGREEMENT (this "Agreement") is made as of November 3, 2016 by and among Rodney Spriggs, in his capacity as the representative of the holders of certain outstanding capital stock of Vintage Stock, Inc. that are named as a party to this Agreement (each holder, a "Seller"; and, collectively, the "Sellers"), the Sellers, Wilmington Trust, National Association, as administrative agent and collateral agent (in either or both such capacities, and including any successor agent together with any future administrative and collateral agent upon a refinancing or otherwise, "Agent" discretionary rights of the Agent contained herein shall be at the direction of the Required Lenders) for the Lenders, and the other Secured Parties (as defined in the Security Agreement), and acknowledged and agreed to by the Borrowers (as hereinafter defined).

Lombard Medical, Inc. – Subordination Agreement (December 19th, 2016)

This Subordination Agreement (the Agreement) is made as of December 18, 2016, by and between MICROPORT NEUROTECH CHINA CORP. LIMITED, a corporation formed under the laws of Hong Kong with an office located at Level 54, Hopewell Center, 183 Queens Road East, Hong Kong (Creditor), and OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314, in its capacity as Collateral Agent (as hereinafter defined) for the Lenders (as hereinafter defined).

Valero Energy Partners Lp – Subordination Agreement (December 9th, 2016)

This SUBORDINATION AGREEMENT (this Subordination Agreement) is dated as of December 9, 2016, by and between Valero Energy Partners LP (the Borrower) and Valero Energy Corporation, in its capacity as a lender (the Lender) under each of (i) the Amended and Restated Subordinated Credit Agreement, dated as of November 12, 2015 (which amends and restates that certain Credit Agreement, dated as of March 2, 2015, and as amended, restated, supplemented or otherwise modified from time to time, the First Credit Agreement), among the Borrower, the guarantors from time to time party thereto, and the Lender and (ii) the Amended and Restated Subordinated Credit Agreement, dated as of November 12, 2015 (which amends and restates that certain Credit Agreement, dated as of October 1, 2015, and as amended, restated, supplemented or otherwise modified from time to time, the Second Credit Agreement and, together with the First Credit Agreement, the Credit Agreements), among the Borrower, the guarantors fr

Siclone Industries – Subordination Agreement (November 29th, 2016)

THIS SUBORDINATION AGREEMENT (this "Agreement") is entered into as of November 22, 2016, by and between Maverick Medical Group, Inc. ("Borrower") and Apollo Medical Management, Inc. ("Lender") with reference to the following facts:

Fusion Telecommunications International, Inc. – Subordination Agreement (November 23rd, 2016)

This Subordination Agreement (this "Agreement"), dated as of November 14, 2016, is entered into by and among Fusion NBS Acquisition Corp., a Delaware corporation ("Borrower"), Fusion Telecommunications International, Inc., a Delaware corporation ("Fusion"), Network Billing Systems, L.L.C., a New Jersey limited liability company ("Network"), PingTone Communications, Inc., a Delaware corporation ("PingTone"), Fusion BVX LLC, a Delaware limited liability company ("BVX"), Fidelity Telecom, LLC, an Ohio limited liability company ("FTL"), Fidelity Access Networks, Inc., an Ohio corporation ("FANI"), Fidelity Access Networks, LLC, an Ohio limited liability company ("FANL"), Fidelity Connect, LLC, an Ohio limited liability company ("FCL"), and Fidelity Voice Services, LLC, an Ohio limited liability company ("FVSL"), Apptix, Inc., a Florida corporation ("Apptix", and, together with Borrower, Fusion, Network, PingTone, BVX, FTL, FANI, FANL, FCL and FVSL, collectively, the "Loan Parties" each ind

Fusion Telecommunications International, Inc. – Subordination Agreement (November 18th, 2016)

This Subordination Agreement (this "Agreement"), dated as of November 14, 2016, is entered into by and among Fusion NBS Acquisition Corp., a Delaware corporation ("Borrower"), Fusion Telecommunications International, Inc., a Delaware corporation ("Fusion"), Network Billing Systems, L.L.C., a New Jersey limited liability company ("Network"), PingTone Communications, Inc., a Delaware corporation ("PingTone"), Fusion BVX LLC, a Delaware limited liability company ("BVX"), Fidelity Telecom, LLC, an Ohio limited liability company ("FTL"), Fidelity Access Networks, Inc., an Ohio corporation ("FANI"), Fidelity Access Networks, LLC, an Ohio limited liability company ("FANL"), Fidelity Connect, LLC, an Ohio limited liability company ("FCL"), and Fidelity Voice Services, LLC, an Ohio limited liability company ("FVSL"), Apptix, Inc., a Florida corporation ("Apptix", and, together with Borrower, Fusion, Network, PingTone, BVX, FTL, FANI, FANL, FCL and FVSL, collectively, the "Loan Parties" each ind

CTI Industries Corporation – SUBORDINATION AGREEMENT (2016 CTI-Shareholder Debt) (November 14th, 2016)

This Subordination Agreement made and entered into as of October 12, 2016, but effective as of September 30, 2016 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), is by and among CTI Industries CORPORATION, an Illinois corporation (the "Debtor"), Stephen M. Merrick, an individual ("Merrick"), John H. Schwan, an individual ("Schwan" and, together with Merrick, each a "Subordinated Creditor"), and BMO Harris Bank N.A., a national banking association (the "Bank").

CTI Industries Corporation – SUBORDINATION AGREEMENT (2016 CTI-Shareholder Debt) (November 14th, 2016)

This Subordination Agreement made and entered into as of October 12, 2016, but effective as of September 30, 2016 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), is by and among CTI Industries CORPORATION, an Illinois corporation (the "Debtor"), Stephen M. Merrick, an individual ("Merrick"), John H. Schwan, an individual ("Schwan" and, together with Merrick, each a "Subordinated Creditor"), and BMO PRIVATE EQUITY (U.S.), INC., a Delaware corporation (the "Purchaser").