Until the Senior Debt is Paid in Full, Subordinated Creditor shall not, without the prior written consent of Senior Lender, take any Collection Action with respect to the Subordinated Debt until the earliest to occur of the following and in any event no earlier than ten (10) days after Senior Lender’s receipt of written notice of Subordinated Creditor’s intention to take any such Collection Action:

If either Party violates this Standstill, the other Party shall be free to immediately end the Standstill Period. If a complaint for patent infringement based on conduct occurring after the expiration of the Standstill Period is filed after expiration of the Standstill Period, no Party may rely on the Standstill Period as a basis for any claim, counterclaim, or defense, including without limitation an assertion of laches. Notwithstanding the foregoing, a Party still may assert any claim, counterclaim, or defense available, including without limitation an assertion of laches, to the extent it does not specifically rely on the Standstill Period as a basis.

Each Party hereby expressly waives and agrees to waive damages for any claims of infringement of intellectual property rights included in the Standstill through the expiration of the Standstill Period. Each Party shall be entitled to seek damages for any claims of infringement based on conduct occurring after the expiration of the Standstill Period, even if such conduct is identical in nature to conduct that occurred before the expiration of the Standstill Period.

STANDSTILL AGREEMENT | PAGE 1

“Standstill Period” has the meaning set forth in [Section 18.6].

“Term Loan Standstill Period” has the meaning provided in [Section 8.01(b)].

Following the end of the Standstill Period, nothing in this Agreement (including the prohibitions on use and disclosure set forth in [Article 15]) will, directly or indirectly, prevent or otherwise limit SGI from taking any actions referred to in this [Section 18.6] or related thereto, and in each case without notice to or consultation with Unum. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement.

Bankruptcy. The Parties acknowledge and agree that all releases, rights, covenants and licenses granted by Enzo under or pursuant to this Agreement, including the Limited Standstill in

“Standstill Period” shall mean the period commencing on the date hereof and ending on the date that is three years from the date of this Agreement; and

From the date of this Agreement until the end of the Company Standstill Period, # the ​ shall not directly or indirectly make, or cause to be made, by press release or