Assignment of Transferred Interests. Blocker Parent hereby sells, assigns, transfers, conveys and delivers the Blocker Interests to Purchaser, and Purchaser hereby acquires, accepts and assumes from Blocker Parent all of Blocker Parent’s right, title and interest in and to the Blocker Interests, free and clear of all Encumbrances (other than restrictions on transfer created by the LLC Agreement or applicable securities Laws), with all rights and obligations pertaining thereto, as set forth in and upon the terms and subject to the conditions contained in the Exercise Agreement.

As soon as administratively practicable, the Company shall establish for a Director transferring to the Board from Alabama Power Company, Georgia Power Company, Mississippi Power Company, or Southern Company Gas such Deferred Compensation Accounts as are necessary to implement Section 6.4(b).

except for Excluded Contracts, all Contracts (other than the Lease) primarily related to, or otherwise necessary for the operation of, the Business or the use of the Purchased Assets, and all rights related thereto (the “Seller Contracts”);

Transferred Employees. The Purchaser shall (or shall cause one of its Purchaser Affiliates listed on Part ​(a)(i) of the Disclosure Schedule or a third party professional employer organization listed on Part ​(a)(ii) of the Disclosure Schedule to) offer employment to, or contract with the applicable existing third party professional employer organization to continue the employment relationship of, each of the employees of the Seller listed on Part ​(a)(iii) of the Disclosure Schedule (the “Designated Employees”) on terms and conditions ​ and that otherwise comply with this [Section 9.8]; provided that Seller shall be permitted to postpone the transfer date of the respective employment relationship with the Designated Employees who are employees of ​ until ​ at the latest, or cancel such transfer in connection with ​, and the offers shall contemplate such possibility. Each offer of employment made pursuant to this [Section 9.8(a)] must comply with the timing requirements set forth on the list labeled “Offer Calendar” provided from the Seller to the Purchaser on the date of this Agreement (the “Offer Calendar”), including the requirement for a ​ to be extended by the specified deadline (if applicable), the deadline for ​, the ​, the ​ and the ​. Purchaser shall notify Seller within ​ of making any offer to any Designated Employee, or any Designated Employee accepting or rejecting any offer. The Designated Employees who accept employment with the Purchaser or one of its Affiliates shall, effective upon commencement of employment with the Purchaser or one of its Affiliates, be referred to herein as “Transferred Employees”. The Designated Employees who do not accept employment with the Purchaser or the Purchaser Affiliates as of the Closing Date shall be referred to as the “Non-Transferring Employees”. The other employees of the Seller and its Affiliates who are not Designated Employees shall be referred to collectively herein as “Non-Designated Employees”. With respect to any Designated Employee who will provide services to the Purchaser pursuant to the Transition Services Agreement following the Closing, such Designated Employee shall be deemed to be a Transferred Employee for the purposes of this Agreement solely upon the date such individual commences employment with the Purchaser or one of its Affiliates and for such employees the terms Closing and Closing Date in this [Section 9.8] shall mean the date on which such individual’s employment with the Purchaser or one of its Affiliates commenced. Prior to such date, such individual shall be deemed to be a Non-Transferring Employee for the purposes of this Agreement.

Transferred Assets. The definition of “Transferred Assets” in [Section 1.01(a)] of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

Transferred Clinical Trials. Without limiting its obligations under [Section 3.2.1], Licensee shall be solely responsible, at its own cost and expense, for conducting and completing all Transferred Clinical Trials and any other trial to satisfy post-marketing commitments necessary or desirable to obtain or maintain Regulatory Approval of and enable and support the Manufacture and Commercialization of Licensed Products in the Territory. Axsome and Licensee shall undertake all actions reasonably necessary to transfer Axsome’s responsibilities and obligations under the Transferred Clinical Trials to Licensee and to assign to Licensee those clinical trial agreements listed in [Schedule 3.3.1], which are in existence as of the Effective Date and under which such Transferred Clinical Trials are being conducted.

Transferred DB Assets. The Employer may transfer an amount to this Plan from the Employer's terminated defined benefit plan in accordance with Code §4980(d)(2)(B). The amounts transferred into this Plan shall be held in a "transferred assets suspension account." Amounts released from the "transferred assets suspension account" pursuant to the provisions of this Section shall be allocated in the same manner and to the same Participants that Employer Nonelective Contributions are allocated, as described in [Section 4.3]. If the Plan does not provide for Nonelective Contributions, then the amounts released from the "transferred assets suspension account" pursuant to the provisions of this Section shall be allocated to each Participant eligible to share in al locations in the same ratio as such Participant's Compensation bears to the total Compensation of all Participants eligible to share in allocations.

for any Equity Interests of any EnTrust Contributed Entity (collectively, the “EnTrust Contributed Equity Interests”) that are to be directly transferred pursuant the Restructuring and that are not represented by certificates, an assignment agreement in a form reasonably acceptable to the Permal Contributor, evidencing such transfer of such EnTrust Contributed Equity Interests;

Fractional Interests. The Borrower shall not be required to issue any fractional shares of Common Stock on the conversion of this Note. If any fraction of a share of Common Stock except for the provisions of this Section would be issuable upon conversion of this Note, the Borrower shall purchase such fraction for an amount in cash equal to the current market price of such fraction on the last Business Day prior to conversion.

Participation Interests. The Value attributable to any Participation Interest shall be the Value determined with respect to the underlying portfolio investment related to such Participation Interest in accordance with this [Section 5.12], provided any participation interest that does not satisfy the definition of Participation Interest shall have a Value of zero (0) for purposes of this Agreement.