JURY TRIAL. JUNIOR CREDITOR, BORROWER AND SENIOR CREDITOR HEREBY
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE JUNIOR DEBT DOCUMENTS OR
ANY OF THE SENIOR DEBT DOCUMENTS. EACH OF JUNIOR CREDITOR, BORROWER AND SENIOR
CREDITOR ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A
BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS
AGREEMENT AND THE SENIOR DEBT DOCUMENTS AND THAT EACH WILL CONTINUE TO RELY ON
THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH OF JUNIOR CREDITOR, BORROWER
AND SENIOR CREDITOR WARRANTS AND REPRESENTS THAT EACH HAS HAD THE OPPORTUNITY OF
REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.
23. Subrogation. Subject to the Payment in Full of the Senior Debt, the Junior
Creditor shall be subrogated to the rights of Senior Creditor to receive
payments and distributions with respect to the Senior Debt until the Junior Debt
is paid in full. Junior Creditor agrees that in the event that all or any part
of a payment made with respect to the Senior Debt is recovered from the holders
of the Senior Debt in a Proceeding or otherwise, any payment or distribution
received by Junior Creditor with respect to the Junior Debt at any time after
the date of the payment that is so recovered, whether pursuant to the right of
subrogation provided for in this Agreement or otherwise, shall be deemed to have
been received by such Junior Creditor in trust as property of the holders of the
Senior Debt and such Junior Creditor shall forthwith deliver the same to Senior
Creditor for application to the Senior Debt until the Senior Debt is paid in
full. A payment or distribution made pursuant to this Agreement to Senior
Creditor which otherwise would have been made to a Junior Creditor is not, as
between the Borrower and such Junior Creditor, a payment by the Borrower to or
on account of the Junior Debt.
24. Drafting. Each of the parties hereto acknowledges that each party was
actively involved in the negotiation and drafting of this Agreement and that no
law or rule of construction shall be raised or used in which the provisions of
this Agreement shall be construed in favor or against any party hereto because
one is deemed to be the author thereof.
[SIGNATURE PAGE FOLLOWS]
14
IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be
executed as of the date first above written.
BORROWER:
Sunworks Inc.,
a Delaware corporation
By:
/s/ Paul
McDonnel
Paul McDonnel, Chief Financial Officer
SENIOR CREDITOR:
CrowdOut Capital, LLC,
a Texas limited liability company
By: /s/
Brian Gilmore
Brian Gilmore, President
JUNIOR CREDITOR:
CrowdOut Capital, LLC,
a Texas limited liability company
By: /s/ Adam
Weber
Adam Weber, Vice-President
Signature Page
Subordination Agreement