Standstill. Notwithstanding the terms of the promissory notes comprising the Subject Debt, Lender hereby agrees that its right to convert all or any portion of the promissory notes comprising the Subject Debt shall be suspended on the date of this Agreement and shall terminate on December 31, 2024 (the “Standstill Period”); provided, however, that, should Borrow # fail to obtain $350,000 in new capital, in the form of debt, equity or a combination thereof (the “New Capital Amount”), on or before the date that is 60 days from the date of this Agreement or # shall fail, within 3 business days of the execution date of this Agreement, to obtain substantially identical standstills from all other noteholders of the Company other than RB Capital Partners Inc. and up to $350,000 in total debt from other noteholders, then the Standstill Period shall terminate, this Agreement shall terminate and the parties shall be returned to their statuses quo ante.

Standstill. Upon payment by the Co-Borrower of any sums as provided under paragraph # above, all rights, if any, of the Co-Borrower against the Borrower arising as a result thereof by way of subrogation or otherwise shall in all respects be irrevocably waived prior to the payment in full in cash of all of the Obligations.

Standstill. Until terminated pursuant to Section 5(a), Investor hereby agrees that, without the prior approval of the Board (as defined in the Purchase Agreement), Investor shall not and shall not permit or cause any Affiliate (as defined in the Purchase Agreement) or Representative (as defined below) of Investor to:

For the period (the “Standstill Period”) commencing on the date hereof and ending on the earlier of: # the date which is six months from the date of this Agreement; and # the date a person not affiliated with Purchaser or its associates (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) acquires, announces an intention to acquire or proposes to acquire in an transaction described in [clauses (a) through (j)] below not approved by the Board of Directors of the Company; Purchaser will not, and will cause its associates (as such term is defined under the Exchange Act) and its affiliates whom it controls (as such term is defined under the Exchange Act) not to, unless expressly requested in writing, in advance, by the Company or pursuant to a written agreement with the Company, directly or indirectly, in any manner whatsoever:

Standstill. Each of the Investors agrees that, during the Standstill Period it will not, and it will cause its respective Affiliates, Associates and agents and any other persons acting on his or its behalf not to, directly or indirectly:

Standstill Consideration. In consideration of Lender’s entering into this Agreement and agreeing to the Standstill, Borrow undertakes and agrees to seek to obtain the New Capital Amount and to pursue an uplisting of its common stock onto either the NASDAQ or NYSE stock exchanges, with all diligence and in good faith.

Company Standstill. No member of the [[Icahn Group:Organization]] shall, directly or indirectly, from the date of this Agreement to the later of # the date that no [[Icahn Group:Organization]] Designee serves on the Board and # the earlier of # the Separation Effective Time, # December 31, 2016 and # any public announcement by the Company that it is no longer proceeding with the Separation (such period, the “Company Standstill Period”), with respect to the Company and its controlled Affiliates which are not publicly traded entities, so long as the Company has not materially breached this Agreement and failed to cure such breach within five business days of written notice from the [[Icahn Group:Organization]] specifying any such breach:

For purposes of this Agreement, the “Standstill Period” shall mean the period from the date of this Agreement until 12:01 a.m. on the earlier of # the twentieth day prior to the advance notice deadline set forth in the Company’s Bylaws for stockholders making director nominations at the Company’s 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) (the “Initial Expiration Time”) and # the day on which the last remaining [[Organization A:Organization]] Designee (or Replacement) no longer serves as a member of the Board (which shall include the effective date and time of any resignation from the Board delivered in writing by the [[Organization A:Organization]] Designee (or Replacement)); provided, however, that, if all [[Organization A:Organization]] Designees (including any Replacement) have not ceased to be a member of the Board as of the Initial Expiration Time, the Standstill Period shall end on the earlier of # the twentieth day prior to the advance notice deadline set forth in the Company’s Bylaws for stockholders for making director nominations at the 2018 Annual Meeting of Stockholders and # the day on which the last remaining [[Organization A:Organization]] Designee (or Replacement) no longer serves as a member of the Board (which shall include the effective date and time of any resignation from the Board delivered in writing by the [[Organization A:Organization]] Designee (or Replacement)).

Limited Standstill. Subject to the terms and conditions in this Section 2.6 and Section 2.7, for a period of four (4) years after the Effective Date of this Agreement or until the termination of this Agreement under Section 4.2, whichever is earlier (“Standstill Period”), a Party shall not (either by itself or through an Affiliate or Third Party) initiate, file, encourage, direct, fund or otherwise bring or participate in any claim alleging infringement (direct, indirect, induced, contributory or otherwise), misuse or any other violation of any patents against the other Party or its Affiliates by any Standstill Covered Products (the “Standstill”). “Standstill Covered Products” are # any products or services first made, used, sold, offered for sale, imported or otherwise commercialized by that Party or its Affiliates on or before the Effective Date, including, without limitation, with respect to ​, the ​ Products, # any products or services made or sold by such Party or its Affiliates that such Party or its Affiliates officially announced at an industry conference or other public forum before the Effective Date as part of such Party’s or its Affiliates’ forthcoming product or service offerings, and # any Natural Evolutions of a product or service covered by (i) or (ii).

Termination of Standstill. The restrictions set forth in Section 1 shall terminate upon the earliest to occur of the following: