3. **Priority of Payments.** In case of any assignment by the Issuer for the benefit of itscreditors, any bankruptcy proceedings instituted by or against the Issuer’s assets, and anydissolution or other winding up of the affairs of the Issuer or of the Issuer’s business, and inall such cases respectively, the authorized representatives and owners of the Issuer and anyassignee, trustee in bankruptcy, receiver, and other person or persons in charge are herebydirected to pay the Senior Creditor the full amount owed under the Senior Note before making anypayments owed to Subordinate Creditor under the Subordinate Note.4. **Conversion Right; Effect of Conversion.** The Senior Creditor agrees that nothing hereinwill prevent Subordinate Creditor from exercising its conversion rights under the Subordinate Note.Upon either (a) the conversion of the Subordinate Note or (b) the conversion of the Senior Note,this Agreement will terminate.5**. Covenants of Subordinate Creditor.**The Subordinate Creditor hereby agrees that so long asany sum remains outstanding on the Subordinate Note:a. The Subordinate Creditor will simultaneously send to the Senior Creditor due notice of alldefaults under the Subordinate Note. The Senior Creditor will have the right, but not theobligation, to cure any such default within ten (10) days after the expiration of the applicablegrace period permitted to the Issuer under the Subordinate Note.b. The Subordinate Creditor will not, without the prior written consent of the SeniorCreditor, take any Enforcement Action (hereinafter defined). For the purposes of this Agreement,the term “Enforcement Action” will mean with respect to the Subordinate Note, (i) the accelerationof all or any part of the indebtedness evidenced by the Subordinate Note, (ii) the commencement ofany foreclosure proceedings, the exercise of any power of sale, or the obtaining of a receiver withrespect to, or the taking of possession or control of, any of the Issuer’s property, (iii) theexercise of any rights of set-off or recoupment, (iv) the commencement or joining in of anybankruptcy, reorganization or insolvency proceedings against the Issuer under any federal or statelaw, or (v) the taking of any other enforcement action against the Issuer.c. The Subordinate Creditor will hold any collateral and proceeds thereof which may come intoSubordinate Creditor’s possession in trust for the Senior Creditor, and will immediately turn overany such collateral and/or proceeds to the Senior Creditor.d. The Subordinate Creditor will not pledge, assign, hypothecate, transfer, convey or sell theSubordinate Note or any interest in the Subordinate Note or modify, waive or amend any of the termsor provisions of the Subordinate Note Documents, without the prior written consent of the SeniorCreditor.6. **Further Assurances.**Each party hereto will cooperate fully with each other in order topromptly and fully carry out the terms and provisions of this Agreement. Each party hereto willfrom time to time execute and deliver such other agreements, documents orinstruments and take such other actions as may be reasonably necessary or desirable toeffectuate the terms of this Agreement.
 
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7. **No Waiver.**The failure of any party to insist in any one or more instances uponperformance of any terms or conditions of this Agreement will not be construed as a waiver offuture performance of any such term, covenant, or condition, and the obligations of either partywith respect to such term, covenant, or condition will continue in full force and effect.8. **Right to Specific Performance.** Each party hereto acknowledges that to the extent that noadequate remedy at law exists for breach of its obligations under this Agreement, in the eventeither party fails to comply with its obligations hereunder, the other party will have the right toobtain specific performance of the obligations of such defaulting party, injunctive relief or suchother equitable relief as may be available.9. **No Third Party Beneficiaries.**No person, including, without limitation, the Issuer, otherthan the parties hereto and their successors and permitted assigns will have any rights under thisAgreement.10. **Binding Effect.**This Agreement will be binding upon and inure to the benefit of theparties hereto and their respective successors and assigns.11. **Severability.**Any provision of this Agreement which is prohibited or unenforceable in anyjurisdiction will, as to such jurisdiction only, be ineffective only to the extent of suchprohibition or unenforceability without invalidating the remaining provisions of this Agreement oraffecting the validity or enforceability of such provision in any other jurisdiction. If anyprovision of this Agreement is so broad as to be unenforceable, the provision will be interpretedto be only as broad as is enforceable.12. **Titles.**The titles and headings preceding the text of the sections of this Agreement havebeen inserted solely for convenience of reference and do not constitute a part of this Agreement oraffect its meaning, interpretation, or effect.13. **Entire Agreement.**This Agreement contains the final, complete, and exclusive expressionof the understanding of the parties hereto with respect to the transactions contemplated in thisAgreement, and supersedes any prior or other contemporaneous agreement or representation by oramong the parties related to the subject matter of this Agreement.14. **Amendment.**This Agreement may not be amended, modified, or changed in any respect and nowaiver of any requirement hereof will be effective except by an agreement in writing signed by theSubordinate Creditor and the Senior Creditor.
 
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15. **Notices.**All notices, requests, demands, claims and other communications under thisAgreement will be in writing. Any notice, request, demand, claim or other communication under thisAgreement will be deemed duly given if it is sent: (a) by personal delivery, or (b) by commercialdelivery or overnight courier service that requires a signature as evidence of delivery, and, ineach case, addressed to the intended recipient as set forth below, or to any other or additionalpersons and addresses as the parties may from time to time designate in a writing delivered in awriting in accordance with this Section 15:If to the Senior Creditor:As set forth below the signature of the Senior Creditor on the signature page hereofIf to the Subordinate Creditor:Blue Moon Energy Partners LLC1690 South Congress Avenue, Suite 200Delray Beach, Florida 33445Attn: Scott R. Silverman16. **Governing Law/Venue.**The validity, construction, enforcement, and interpretation of thisAgreement are governed by the laws of the State of Florida and the federal laws of the UnitedStates of America, excluding the laws of those jurisdictions pertaining to resolution of conflictswith laws of other jurisdictions. The Subordinate Creditor and the Senior Creditor (a) consent tothe personal jurisdiction of the state and federal courts having jurisdiction in Palm Beach County,Florida, (b) stipulate that the proper, exclusive, and convenient venue for any legal proceedingarising out of this Agreement is Palm Beach County, Florida, for state court proceedings, and theSouthern District of Florida, for federal district court proceedings, and (c) waive any defense,whether asserted by a motion or pleading, that Palm Beach County, Florida, or the Southern Districtof Florida, is an improper or inconvenient venue.17. **Interpretation.**Neither this Agreement nor any uncertainty or ambiguity in this Agreementwill be construed or resolved against any party, whether under any rule of construction orotherwise. No party to this Agreement will be considered the draftsman. The parties acknowledgeand agree that this Agreement has been reviewed, negotiated, and accepted by all the parties andtheir attorneys and will be construed and interpreted according to the ordinary meaning of thewords used so as to fairly accomplish the purposes and intentions of the parties.18. **Counterparts.**This Agreement may be executed (including by facsimile transmission) in twoor more counterparts, each of which will be deemed to be an original, but all of which togetherwill constitute one and the same instrument.19. **Enforcement of Agreement.**The parties agree that irreparable damage will occur if any ofthe provisions of this Agreement are not performed in accordance with its specific terms or areotherwise breached. It is therefore agreed that the parties will be entitled to an injunction orinjunctions to prevent breaches of this Agreement and to specifically enforce the terms andprovisions of this Agreement in any court of the United States or any state having jurisdiction, inaddition to any other remedy to which they are entitled.[The next page is the signature page.]
 
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date and year firstabove written.      **SUBORDINATE CREDITOR:**