SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(RULE 13D - 101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

(Amendment No. 2)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Christopher P. Davis, Esq.

Kleinberg, Kaplan, Wolff & Cohen, P.C.

551 Fifth Avenue, New York, New York 10176

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [  ].

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

.

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (the "Amendment No. 2"). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

A total of approximately $33,270,202, including brokerage commissions, was paid to acquire the securities reported as beneficially owned by the Master Fund. The funds used to purchase these securities were obtained from the general working capital of the Master Fund, including margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On May 25, 2016, the Master Fund and Mangrove Partners (the "Mangrove Parties") and the Issuer entered into a settlement agreement (the "Settlement Agreement"). The following description of the Settlement Agreement is qualified in its entirety by reference to the Settlement Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Pursuant to the terms of the Settlement Agreement, the Issuer agreed, among other things, to appoint Gilbert Palter: (i) to the Board of Directors (the "Board") as a Class I director (with a term expiring upon the Issuer's 2018 annual meeting of stockholders (the "2018 Annual Meeting")) and (ii) as a member of the Compensation Committee of the Board. Should Mr. Palter be unable or unwilling to serve on, or resign from, the Board prior to the end of the Standstill Period (as defined in the Settlement Agreement), and provided the Mangrove Parties' beneficial ownership is greater than 3% of the then-issued and outstanding Shares (the "Ownership Threshold"), the Mangrove Parties have the right to recommend, as replacement directors, two substitute persons that are not affiliates or associates of the Mangrove Parties and are independent of the Issuer. The Nominating Committee of the Board (the "Nominating Committee") has the option of recommending one of those two individuals or Mr. August as to fill the resulting vacancy.

The Issuer and the Mangrove Parties also agreed that so long as the Mangrove Parties' beneficial ownership is above the Ownership Threshold, the Mangrove Parties and the Issuer will mutually seek to identify an additional new director who (i) is not an affiliate or associate of the Mangrove Parties and (ii) qualifies as independent pursuant to the Securities and Exchange Commission (the "SEC") and Nasdaq listing standards. Should the Nominating Committee reject three such individuals proposed by the Mangrove Parties, the Mangrove Parties shall have the right to nominate a fourth individual that satisfies the criteria above (collectively, the "Mangrove Candidates"). Following such nomination, either (1) the Nominating Committee will recommend for appointment to the Board any one of the Mangrove Candidates or Nathaniel August, or (2) the Board shall promptly call for a special meeting of stockholders for the purpose of permitting stockholders to elect either one of the Mangrove Candidates or an individual designated by the Board who is not a Mangrove Candidate.

The Issuer also agreed not to form new committees or subcommittees of the Board to which significant decision-making authority of the Board is delegated that do not have at least one member (or their replacement as the case may be) appointed pursuant to the Settlement Agreement.

Pursuant to the terms of the Settlement Agreement, the Mangrove Parties agreed, among other things, that at the Issuer's 2016 and 2017 annual meetings of stockholders, the Mangrove Parties will cause any Shares beneficially owned by them to be present for purposes of establishing a quorum and to cause such Shares to be voted by proxy (i) in favor of the election of any director nominated by the Board, (ii) against the election of any director not recommended by the Board, and (iii) otherwise in accordance with the Board's recommendation, including in favor of any other matter recommended for stockholder approval by the Board; provided that to the extent that the recommendation of Institutional Shareholder Services Inc. ("ISS") or Glass Lewis & Co., LLC ("Glass Lewis") differs from the Board's recommendation with respect to any matter other than the election of directors to the Board, the Mangrove Parties shall have the right to vote any shares beneficially owned by it in accordance with the recommendation of ISS or Glass Lewis with respect to such matters; provided further that Mangrove may vote such shares in its discretion with respect to any tender offer, exchange offer, merger, consolidation, business combination or other change-of-control transaction of the Issuer.

The Mangrove Parties also agreed to certain customary standstill provisions, effective as of the date of the Settlement Agreement and ending 30 calendar days prior to the deadline for the submission of stockholder nominations of directors and business proposals for the 2018 Annual Meeting, subject to certain exceptions in the case of a Strategic Transaction (as defined in the Settlement Agreement) involving the Issuer.

Item 5.

Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated to read as follows:

As of the date hereof, the Master Fund owned directly 3,203,136 Shares, constituting approximately 6.2% of the Shares outstanding. By virtue of their respective relationships with the Master Fund discussed in further detail in Item 2, each of the US Feeder, the Cayman Feeder, Mangrove Partners, Mangrove Capital and Mr. August may be deemed to beneficially own the Shares owned directly by the Master Fund.

Each Reporting Person, as a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 5(c) is hereby amended to add the following:

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On May 25, 2016, the Master Fund and Mangrove Partners and the Issuer entered into the Settlement Agreement which, as defined and described in Item 4 above, is incorporated by reference into this Item 6 and attached as Exhibit 99.1 hereto.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1

Settlement Agreement by and among RPX Corporation, The Mangrove Partners Master Fund, Ltd. and Mangrove Partners, dated May 25, 2016.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:  May 27, 2016

SCHEDULE B

Transactions of the Reporting Persons Since the Filing of Amendment No. 1 to the Schedule 13D

Execution Version

This Agreement (this "Agreement") is made and entered into as of May 25, 2016, by and among RPX Corporation, a Delaware corporation (the "Company"), and each of the persons or entities listed on the last signature page hereto (collectively, "Mangrove") (each of the Company and Mangrove, a "Party" to this Agreement, and collectively, the "Parties").

RECITALS

WHEREAS, the Company and Mangrove have engaged in various discussions and communications concerning the Company's business, financial performance and strategic plans;

WHEREAS, Mangrove has made nominations and filed preliminary proxy materials in connection with the Company's 2016 annual meeting of stockholders (the "2016 Annual Meeting");

WHEREAS, as of the date hereof, Mangrove beneficially owns shares of Common Stock, $0.0001 par value per share (the "Common Stock"), totaling, in the aggregate 3,203,136 shares (the "Shares"), or approximately 6.3% of the Common Stock issued and outstanding as of the date hereof; and

WHEREAS, as of the date hereof, the Company and Mangrove have determined to come to an agreement with respect to the composition of the Board of Directors of the Company (the "Board") and certain other matters as provided in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:

(i)

submit any stockholder proposal (pursuant to Rule 14a-8 promulgated by the Securities and Exchange Commission (the "SEC") under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, or nominate any candidate for election to the Board;

(ii)

engage in, directly or indirectly, any "solicitation" (as defined in Rule 14a-1 of Regulation 14A) of proxies (or written consents) or otherwise become a "participant in a solicitation" (as such term is defined in Instruction 3 of Schedule 14A of Regulation 14A under the Exchange Act) in opposition to the recommendation or proposal of the Board, or recommend or request or induce or attempt to induce or seek to advise, encourage or influence any other person with respect to the voting of any voting stock of the Company (including any withholding from voting) or grant a proxy with respect to the voting of any voting stock of the Company to any person other than to the Board or persons appointed as proxies by the Board, or publicly disclose how it intends to vote or act on any such matter; provided, however, that Mangrove may publicly disclose how it intends to vote (i) on any Strategic Transaction (as defined below) which has already been publicly announced by or on behalf of the Company or (ii) in any proxy solicitation or referendum if and to the extent required by applicable subpoena, legal process, other legal requirement (except for such requirement that arises as a result of the actions of Mangrove otherwise in violation of this Section 3);

(iii)

seek to call, or to request the call of, a special meeting of the Company's stockholders;

(iv)

form, join in or in any other way participate in a "partnership, limited partnership, syndicate or other group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to the voting stock of the Company or deposit any shares of voting stock of the Company in a voting trust or similar arrangement or subject any shares of voting stock of the Company to any voting agreement or pooling arrangement in order to effect or take any of the actions expressly prohibited by this Section 3 or otherwise take any action challenging the validity or enforceability of any provisions of this Section 3;

(v)

(A) seek, alone or in concert with others, election or appointment to, or representation on, the Board or nominate or propose the nomination of, or recommend the nomination of, any candidate to the Board (other than pursuant to Section 1 hereof) or (B) seek, alone or in concert with others, the removal of any member of the Board (other than the removal of any Settlement Director (or Replacement Director, if applicable) in accordance with the terms of this Agreement) or a change in the size or composition of the Board or the committees thereof;

(vi)

alone or in concert with others, make any proposal or request that constitutes: (i) advising, controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors or (except as provided in Section 1 above) to fill any vacancies on the Board, (ii) any material change in the capitalization or dividend policy of the Company or (iii) any other material change in the Company's executive management, business, corporate strategy or corporate structure, except in each case for (x) inadvertent disclosure in a non-public context, (y) in connection with private discussions with limited partners or shareholders of Mangrove or their Affiliates, including in confidential letters to such limited partners or shareholders, or (z) statements that are consistent with the Press Release;

(vii)

(A) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including beneficial ownership) of any of the assets or business of the Company or any rights or options to acquire any such assets or business from any person or (B) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including beneficial ownership) of Common Stock or rights or options to acquire Common Stock or engage in any swap or hedging transactions (other than cash-only settled swaps) or other derivative agreements of any nature with respect to the Common Stock, if such acquisition or transaction would result in Mangrove having beneficial ownership or economic exposure to more than 9.9% of the then issued and outstanding Common Stock (excluding, for the avoidance of doubt, any economic exposure resulting from cash-only settled swaps);

(viii)

other than in sale transactions in which the identity of the purchaser is not known to Mangrove, purposely sell or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, in excess of 1% of the outstanding shares of Common Stock or any derivatives relating to Common Stock to any third party that either (i) has filed a Schedule 13D with respect to the Company or (ii) has run (or publicly announced an intention to run) a proxy contest or consent solicitation with respect to the Company in the past three years (but, in the case of this clause (ii), only if Mangrove knows that the third party has, or will as a result of the transaction have, beneficial ownership of more than 5% of the Common Stock);

(ix)

(A) enter into or maintain any economic, compensatory, pecuniary or other arrangements with any Settlement Director (or Replacement Director, if applicable) thereto that depend, directly or indirectly, on the performance of the Company or its stock price, or (B) enter into or maintain any economic, compensatory, pecuniary or other arrangements with any other director or nominees for director of the Company, other than, in the case Gilbert Palter or Gregory Share is the Mangrove Nominee, a Compensation Agreement and an Indemnification Agreement each by and between the Mangrove Nominee and The Mangrove Partners Master Fund, Ltd. and dated March 10, 2016;

(x)

other than at the direction of the Board or any committee thereof, effect or seek to effect, propose, or make any statement with respect to, or solicit, negotiate with, or provide any information to any person with respect to a Strategic Transaction;

(xi)

disclose publicly, or privately in a manner that could reasonably be expected to become public, any intention, plan or arrangement inconsistent with the foregoing or request or advance any proposal to amend, modify or waive the terms of this Agreement;

(xii)

institute, solicit, assist or join any litigation, arbitration or other proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions), make any requests for a list of the Company's stockholders or any "books and records" demands against the Company or make application or demand to a court or other person for an inspection, investigation or examination of the Company or its subsidiaries or Affiliates (whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise); provided that nothing shall prevent Mangrove from bringing litigation to enforce the provisions of this Agreement; or

(xiii)

enter into any negotiations, discussions, agreement, arrangement or understanding with any person concerning any of the foregoing (other than this Agreement) or advise, assist, encourage, seek to persuade or solicit any person to take any action with respect to any of the foregoing.

Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict Mangrove from: (A) communicating privately with the Board or any of the Company's officers regarding any matter in a manner that does not otherwise violate this Section 3, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications, (B) communicating privately with stockholders of the Company and others in a manner that does not otherwise violate this Section 3, (C) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over Mangrove or any of its respective Affiliates or Associates, provided that a breach by Mangrove of this Agreement is not the cause of the applicable requirement, (D) communicating with its investors in quarterly or annual letters provided such communications are subject to standard confidentiality obligations, (E) taking any of the actions described in clauses (ii), (iii), (iv), (v), (vi), (vii) (provided that Mangrove will be permitted to acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including beneficial ownership) of all of the assets or business of the Company or 100% of the then issued and outstanding Common Stock), (x), (xi), (xii) or (xiii) of this Section 3(a) during a Standstill Exception Period, provided, that such actions are taken in connection with a Strategic Transaction or (F) taking any of the actions described in clauses (ii), (iii), (iv), (v), (vi), (ix) or (xii) of this Section 3(a) in connection with the Special Meeting. Furthermore, nothing in this Agreement shall be deemed to restrict in any way the ability of any Settlement Director (or any Replacement Director as the case may be) from fulfilling his statutory duties as a director.

(i)

the terms "beneficial owner" and "beneficial ownership" shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act;

(ii)

the terms "person" or "persons" shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature; and

(iii)

the term "Standstill Exception Period" shall mean, as it relates to a Strategic Transaction, the period commencing on the date of the public announcement of the Strategic Transaction and ending on the earliest of (a) the date the Strategic Transaction is consummated, (b) the date the Strategic Transaction is abandoned or rejected, as the case may be, by the Board or the stockholders of the Company, and (c) the termination of the Standstill Period;

(iv)

the term "Standstill Period" shall mean the period commencing on the date of this Agreement and ending on the date that is the earlier to occur of (a) 30 calendar days prior to the deadline for the submission of stockholder nominations of directors and business proposals for the 2018 annual meeting of stockholders of the Company (the "2018 Annual Meeting") pursuant to the Company's Amended and Restated Bylaws and (b) any termination of this Agreement pursuant to Section 6(b); and

(v)

the term "Strategic Transaction" shall mean (A) any merger, consolidation, acquisition of control or other business combination, tender or exchange offer resulting in a change of control of the Company, (B) any purchase, sale or transfer of all or substantially all of the Company's assets or securities, (C) any dissolution, liquidation or reorganization or (D) any spin-off or spin-out or similar transaction involving the Company or any material subsidiaries or material portion of its business, in the case of this clause (D), (I) which requires the approval of the stockholders of the Company and (II) regardless of whether or not such transaction involves a change of control of the Company.

The Company represents and warrants to Mangrove that (a) the Company has the corporate power and authority to execute this Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, and (c) the execution, delivery and performance of this Agreement by the Company does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to the Company, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound.

Mangrove represents and warrants to the Company that (a) the authorized signatory of Mangrove set forth on the signature page hereto has the power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind Mangrove thereto, (b) this Agreement has been duly authorized, executed and delivered by Mangrove, and is a valid and binding obligation of Mangrove, enforceable against Mangrove in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of Mangrove as currently in effect, (d) the execution, delivery and performance of this Agreement by Mangrove does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to Mangrove, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which Mangrove is a party or by which it is bound, (e) as of the date of this Agreement, Mangrove beneficially owns in the aggregate 3,203,136 shares of Common Stock, (f) as of the date hereof, Mangrove does not currently have, and does not currently have any right to acquire or any beneficial, record or derivative interest in any other securities of the Company (or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event) for such securities or any obligations measured by the price or value of any securities of the Company or any of its Affiliates, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of Common Stock, whether or not any of the foregoing would give rise to beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act), and whether or not to be settled by delivery of Common Stock, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement), (g) no person other than Mangrove has any rights with respect to the Shares and (h) other than as described in Mangrove's Schedule 13D filed with the Securities and Exchange Commission on March 17, 2016, Mangrove has not entered into or maintained, and will not enter into or maintain, any economic, compensatory, pecuniary or other arrangements with any Settlement Director (or Replacement Director, if applicable).

This Agreement and the provisions herein shall remain in full force and effect until the earliest to occur of:

Promptly following the execution of this Agreement, the Company and Mangrove shall jointly issue a mutually agreeable press release, in substantially the form attached hereto as Annex A (the "Press Release"), announcing certain terms of this Agreement, the approval, by the Board, of a $50 million increase in its share repurchase authorization and the intention to make share repurchases of at least $50 million within 12 months of the date hereof, subject to existing, publicly disclosed debt covenants.

Each of Mangrove, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other Party hereto could occur in the event the provisions of this Agreement were not performed in accordance with their terms or were otherwise breached and that such injury would not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that Mangrove, on the one hand, and the Company, on the other hand, shall each be entitled to seek specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof without posting bond or security. This Section 8 is not the exclusive remedy for any violation of this Agreement.

Except as otherwise agreed by the Parties, the Company promptly shall reimburse Mangrove for its reasonable, documented, out-of-pocket costs, expenses and fees (including attorneys' fees) incurred through the date of this Agreement in connection with the negotiation and execution of this Agreement and any proxy related activities; provided, that such reimbursement shall not exceed $100,000 in the aggregate.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Parties agree to use their commercially reasonable best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction.

Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; (b) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending Party); (c) upon confirmation of receipt, when sent by email (provided such confirmation is not automatically generated); or (d) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

RPX Corporation One Market Plaza Suite 800 San Francisco, CA 94105

Attention:

Martin Roberts, General Counsel

Telephone:

(415) 418-2527

Facsimile:

(415) 762-4256

Email:

mroberts@rpxcorp.com

With copies (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue
Palo Alto, California 94301

Attention:

Kenton J. King Leif King

Telephone:

650.470.4500

Facsimile:

650.470.4570

Email:

kenton.king@skadden.com leif.king@skadden.com

If to Mangrove:

Mangrove Partners 645 Madison Avenue, 14th Floor New York, NY 10022

Attention:

Ward T. Dietrich, Chief Operating Officer

Telephone:

646.450.0418

Facsimile:

646.652.5399

Email:

compliance@mangrovepartners.com

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware without regard to its choice of law principles to the extent that the application of the laws of another jurisdiction would be required thereby. Each Party hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (as applicable, the "Delaware Courts"), and any appellate court from any decision thereof, in any suit, action or other proceeding with respect to the subject matter of this Agreement (each, a "Proceeding"), including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Proceeding shall be heard and determined in the Delaware Courts, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Proceeding with respect to the subject matter of this Agreement or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court and (d) agrees that a final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. The Parties waive any right to a trial by jury with respect to any Proceeding.

This Agreement may be executed in two or more counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile).

Any waiver of any term or condition of this Agreement must be in writing and signed by the party to be charged. Any waiver by any party hereto of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party hereto to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

Subject to applicable law and Section 3 hereof, during the Standstill Period, the Parties shall each refrain from making, and shall cause their respective Affiliates and Associates and its and their respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors not to make, any public statement or announcement that constitutes an ad hominem attack on, or that otherwise disparages, impugns or is reasonably likely to damage the business or reputation of, (a) in the case of statements or announcements by Mangrove, the Company or any of its Affiliates or subsidiaries or any of its or their respective officers or directors or any person who has served as an officer or director of the Company or any of its Affiliates or subsidiaries, or (b) in the case of statements or announcements by the Company, Mangrove or its Affiliates or advisors or any of its and their respective principals, directors, members, general partners, officers and employees. The foregoing shall not restrict the ability of any person to (i) comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is sought or (ii) in the case of Mangrove, make any statements regarding the Company in accordance with Section 3 ("Opposition Statements"), provided, however, that if any Opposition Statement is publicly made by Mangrove, the Company shall be permitted to publicly respond with a statement similar in scope to any such Opposition Statement.

The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The Parties acknowledge and agree that this Agreement has been negotiated at arm's length and among parties equally sophisticated and knowledgeable in the matters covered hereby. Accordingly, any rule of law or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it is not applicable and is hereby waived.

This Agreement (and Annex A) contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and Mangrove. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to Mangrove, the prior written consent of the Company, and with respect to the Company, the prior written consent of Mangrove. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons or entities.

 

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[Signature Page to Agreement]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the Parties as of the date hereof.