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SUBORDINATION AGREEMENT

This Subordination Agreement (the "Agreement") is entered into as of the ______ day of _______, 20__ (the "Effective Date") by and between Eastside Investments Inc., a corporation organized under the laws of the United States ("Eastside"), and Oceanview Capital LLC, a limited liability company organized under the laws of the United States ("Oceanview"). Collectively, Eastside and Oceanview shall be referred to herein as the "Parties."

1. PURPOSE AND BACKGROUND

The purpose of this Agreement is to set forth the terms and conditions under which the Parties agree to subordinate certain debt facilities in order to change the priority of existing debts between Eastside and Oceanview.

2. RECITALS

WHEREAS, Eastside and Oceanview have previously entered into certain loans and credit facilities (collectively, the "Debts"), from which Eastside received financing from Oceanview.

WHEREAS, the Parties desire to change the order of priority for repayment of the aforementioned Debts to reflect the new arrangement between the Parties.

3. SUBORDINATION TERMS

3.1. Subordination of Priority

Subject to the terms and conditions of this Agreement, Eastside and Oceanview hereby agree that the order of priority for repayment of the Debts shall be revised as follows:

1. Debt Facility 1, bearing an original principal amount of $_______, shall rank junior to the Debt Facility 2 listed below;


2. Debt Facility 2, bearing an original principal amount of $_______, shall rank senior to Debt Facility 1 listed above.

3.2. Application of Payments

Distributions or payments, as applicable, shall be applied to the Debts in the order of their respective priorities as set forth in Section 3.1

4. IMPACT ON REPAYMENT

4.1. No Change in Repayment Terms

Except as expressly provided herein, the priority changes under this Agreement shall not affect the repayment terms, interest, or any other provisions of the underlying agreements governing the Debts.

4.2. No Acceleration of Payments

Nothing contained in this Agreement shall be interpreted or construed as accelerating or otherwise changing the times for the payments of principal and interest on the Debts. The Parties acknowledge and agree that the Debts shall continue to be repaid according to their respective payment schedules.

5. CONSENT OF THE PARTIES

By executing this Agreement, each Party consents to and acknowledges the following:

1. The terms and conditions of this Agreement, and the subordination arrangement provided for herein, do not violate any other obligation or agreement to which the Party is a party or any laws, rules, or regulations governing that Party;


2. The Party has sought and obtained any necessary approvals or consents required to effectuate this Agreement;


3. The Party does not require the consent or approval of any third party to effectuate or perform its obligations under this Agreement;


4. No event of default, acceleration of payment, or any other event which would entitle the Party to terminate, suspend, or otherwise modify any of its obligations under this Agreement or the Debts has occurred;


5. All representations, warranties, and covenants made by that Party in connection with the Debts and this Agreement are true, complete, and accurate as of the Effective Date; and


6. Each Party agrees to execute and deliver any additional documents and take any further actions as reasonably necessary to effectuate and implement the provisions of this Agreement.

6. GOVERNING LAW AND COMPLIANCE

This Agreement shall be governed by and construed in accordance with the laws of the United States of America, without giving effect to any choice-of-law or conflict-of-law provisions to the extent that they would mandate the application of a different jurisdiction's laws.

7. NO ORAL MODIFICATION

This Agreement may not be altered, amended, or modified except in writing and signed by a duly authorized representative of each of the Parties hereto.

8. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall constitute an original of the same, but all such counterparts together shall constitute but one and the same agreement.

9. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes any and all prior agreements, arrangements, or understandings between the Parties relating thereto.

IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date.

[signature block for Eastside Investments Inc.]
_______________________________

Eastside Investments Inc.

[signature block for Oceanview Capital LLC]
_______________________________

Oceanview Capital LLC