No Inducement. Consultant agrees that no promise or inducement to enter into this Agreement has been offered or made except as set forth in this Agreement, that the Consultant is entering into this Agreement without any threat or coercion and without reliance or any statement or representation made on behalf of the Company, its affiliates, or by any person employed by or representing the Company or its affiliates, except for the written provisions and promises contained in this Agreement.

Inducement Award Plan This Option shall be subject to and governed by the terms and conditions of the Plan in all respects, and to the extent of any inconsistency between this Option and the terms of the Plan, the terms of the Plan will control Optionee acknowledges receipt of a copy of the Plan and represents that Optionee is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of this Option Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or Committee upon any questions arising under the Plan or this Option

Approval. This Agreement is subject to prior review and approval of the Compensation Committee of the Company’s Board.

Servicer Approval. [[Organization C:Organization]] shall not cause the Mortgage Loans to be serviced by any servicer other than a servicer expressly approved in writing by [[Organization B:Organization]], which approval shall be deemed granted by [[Organization B:Organization]] with respect to [[Organization C:Organization]] and Cenlar FSB with the execution of this Agreement.

Board Approval. The board of directors of the Company (the “Company Board”) (including any required committee or subgroup thereof), by resolutions duly adopted, has # determined that this Agreement and the Transactions are advisable and in the best interest of the Company and the Company Stockholders, # approved this Agreement and the Transactions in accordance with the Company Certificate of Incorporation and declared their advisability, and # resolved to recommend that the stockholders of the Company approve and adopt each of the matters requiring Company Stockholder Approval and directed that this Agreement and the Transactions be submitted for consideration by the Company Stockholders in accordance with Section 5.16.

Extension Approval. The Extension Approval shall have been obtained.

Shareholder Approval. The Company will obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

The Plan will be subject to approval by the shareholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such shareholder approval will be obtained in the manner and to the degree required under Applicable Laws.

Within three (3) Business Days after the date of execution by all Parties to this Settlement Agreement, the Debtors shall file a motion (the “Settlement Approval Motion”) with the Bankruptcy Court seeking # approval of this Settlement Agreement pursuant to Rule 9019(a) of the Bankruptcy Rules, # authorization for the Debtors to enter into the Plan Support Agreement pursuant to section 363 of the Bankruptcy Code, and # waiver of any stay of the Settlement Order pursuant to Rule 6004(h) of the Bankruptcy Rules. The Settlement Approval Motion shall be in form and substance reasonably acceptable to the Parties.

Awards. The Plan permits grants of the following types of awards (“Awards”), according to the Sections of the Plan listed here:

Awards. The Company, subject to the limitations of the Plan, shall provide the Executive the following Awards subject to the conditions set forth in the Plan.

Awards. For each Performance Period, the Committee, in its discretion, shall # select those Eligible Persons who shall be Participants, # designate the Senior Participants and the percentage of the Performance Pool allocated to each Senior Participant’s Award, and # determine the number of Participation Points allocated to the Award of each Participant who is not a Senior Participant; provided that the Committee shall have the power to grant up to 200 additional points, either to Participants who already have an Award for such Performance Period or to new Participants, after the Committee initially awards Participation Points. Promptly after the Committee selects a Participant to receive an Award (or additional Participation Points), the Company will notify the Participant of his or her Award with an Award Letter that may include additional or modified terms that the Committee decided to make applicable to such Award.

Awards. A Participant will receive a grant of a target number of Performance Shares determined by the Committee, which will be set forth in the Participant’s award letter or other notification (an “Award”).

Awards. Subject to the provisions of the Plan and directions from the Board, the Committee is authorized to and has the complete power and discretion to:

All Awards under the Plan are subject to the following approval requirements:

Regulatory Approval Transition Protocol. Pending transfer from Axsome to Licensee (or to its Affiliates or Sublicensees) of each Transferred Regulatory Approval, the Parties shall cooperate in accordance with the Regulatory Approval Transition Protocol set forth in [Schedule 2.5.2].

Matters Requiring Agent Approval. So long as any of shares of the Series A Preferred Stock remain outstanding, the Company will not, without the approval of the Agent:

Approval of Bank Counsel. All legal matters incidental to the effectiveness of this Amendment shall be satisfactory to Bank’s counsel.