requirements and approvals relating to the Tenant Improvements in the Expansion Space, # construction management services relating to the Tenant Improvements in the Expansion Space, and # any and all costs, expenses, fees and charges incurred in connection with the Tenant Improvements in the Expansion Space and/or the items described in [(i) through (iv) above]. If the Expansion Tenant Improvement Allowance is insufficient to defray the entire cost of the Tenant Improvements, the balance shall be paid entirely by Tenant pursuant to the terms and conditions specified in [Exhibit D] to the Lease; provided, however, Tenant will not be required to pay any amount until the Landlord has paid the Expansion Tenant Improvement Allowance stated above less retainage equaling ten percent (10%) of the total cost of constructing the Tenant Improvements in the Expansion Premises, which shall be deliberately withheld until completion to assure that the contractor and/or subcontractors satisfy their obligations in performing the approved improvements and/or approved work related thereto. Landlord has no obligation to advance more than the Expansion Tenant Improvement Allowance for any items under any circumstances.

The party of the first part, in compliance with Section 13 of the Lien Law, covenants that the party of the first part will receive the consideration for this conveyance and will hold the right to receive such consideration as a trust fund to be applied first for the purpose of paying the cost of the improvements and will apply the same first to the payment of the cost of the improvements before using any part of the total of the same for any other purpose.

Excess Costs. Any costs of the [[Organization B:Organization]] Improvements which exceed the [[Organization B:Organization]] Improvement Allowance shall be the financial responsibility of [[Organization B:Organization]]. Any improvements to the Expansion Space, other than as shown on the [[Organization B:Organization]] Phase 1 Working Drawings and/or [[Organization B:Organization]] Phase 2 Working Drawings, and the furnishing of the Expansion Space, shall be made by [[Organization B:Organization]] at the sole cost and expense of [[Organization B:Organization]], subject to all other provisions of this Third Addendum and the Lease, including the cost of any improvements required to comply with applicable governmental laws, ordinances, and regulations. Any excess or unused portion of the [[Organization B:Organization]] Improvement Allowance shall be retained by the [[Organization A:Organization]].

to be realized (calculated on a Pro Forma Basis as though such items had been realized on the first day of such period) as a result of actions taken or to be taken by the Borrower or any Restricted Subsidiary, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions; provided that # in the case of any net cost savings, operating expense reductions, other operating improvements and acquisition synergies, a duly completed certificate signed by a Responsible Officer of the Borrower shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to [Section 6.02(b)], certifying that # such cost savings, operating expense reductions, other operating improvements and synergies are reasonably anticipated to be realized within the timeframe set forth in [clause (y)] below and factually supportable and as determined in good faith by the Borrower and # such actions have been taken or are to be taken within 12 months after the consummation of any such action which is expected to result in such cost savings, operating expense reductions, other operating improvements or synergies, # no cost savings, operating expense reductions, operating improvements and synergies shall be added pursuant to this [clause (vii)] to the extent duplicative of any expenses or charges otherwise added to Consolidated Net Income, whether through a pro forma adjustment or otherwise, for such period, # projected amounts (that are not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this [clause (vii)] to the extent occurring more than six full fiscal quarters after the specified action taken in order to realize such projected cost savings, operating expense reductions, operating improvements and synergies, and # such cost savings, operating expense reductions, other operating improvements and synergies shall not exceed 15% of Consolidated EBITDA (calculated without giving effect to this [clause (vii)]),

#[[Organization B:Organization]] Improvement Allowance. [[Organization A:Organization]] and [[Organization B:Organization]] have agreed that the costs of both the Phase 1 [[Organization B:Organization]] Improvements and the Phase 2 [[Organization B:Organization]] Improvements (collectively, “[[Organization B:Organization]] Improvements”) shall be paid by [[Organization B:Organization]] (excepting the cost of the [[Organization B:Organization]] Phase 2 Demolition Plans which shall be at the sole cost of [[Organization A:Organization]], not to exceed $6,500.00), although [[Organization A:Organization]] shall provide [[Organization B:Organization]] an allowance not to exceed $1,007,175.00 or $25.00 per rentable square foot for both the Phase 1 Expansion Space and the Phase 2 Expansion Space to be utilized toward the cost of the [[Organization B:Organization]] Improvements (including the cost for removal and disposal of any FF&E located in the Phase 1 Expansion Space) (the “[[Organization B:Organization]] Improvement Allowance”); provided, however, that any costs to be paid from the [[Organization B:Organization]] Improvement Allowance must be incurred and submitted to [[Organization A:Organization]] on or before June 30, 2023, and any costs incurred or submitted to [[Organization A:Organization]] on or after July 1, 2023, shall not be eligible for payment from the [[Organization B:Organization]] Improvement Allowance. For the avoidance of doubt, [[Organization B:Organization]] may apply all or any portion of the [[Organization B:Organization]] Improvement Allowance to eligible costs incurred to complete the Phase 1 [[Organization B:Organization]] Improvements and shall not be required to limit use of the [[Organization B:Organization]] Improvement Allowance in proportion to the Floor Area included in the Phase 1 Expansion Space.

(a) the Specified Permitted Adjustment and # any other cost savings, operating expense reductions, operating improvements and synergies permitted to be added back to this definition pursuant to the definition of “Pro Forma Cost Savings” (including, without limitation, costs and expenses incurred after the First Restatement Effective Date related to employment of terminated employees incurred by such

such change order shall, in a single instance, result in an increase or decrease in the cost of Improvements of less than $200,000.00, however, if the aggregate cost of all such change orders (not previously approved by ​ and Construction Consultant) at any given time, result in an increase or decrease in the cost of the Improvements of more than $3,000,000.00 then any and all subsequent change orders, regardless of amount, must be previously approved by ​ and Construction Consultant; provided that, in the event that ​ proposes a change order which in ​’s reasonable opinion results in an upgrade to the Project and ​ shall deposit with ​ cash in the amount of the increase in cost from such change order to be disbursed by ​ in accordance with the provisions of [Section 2.18], ​ shall approve such change order.

Construction. [[Organization B:Organization]] has the right, subject to [[Organization A:Organization]] approval, which approval shall not be unreasonably withheld, conditioned or delayed, to retain its own contractor (the “Outside Contractor”), designers and engineers to perform the [[Organization B:Organization]] Improvements. Once commenced, [[Organization B:Organization]] shall complete the [[Organization B:Organization]] Improvements in material compliance with the [[Organization B:Organization]] Working Drawings. [[Organization A:Organization]] and [[Organization B:Organization]] have agreed that the costs of such [[Organization B:Organization]] Improvements shall be paid by [[Organization B:Organization]], although [[Organization A:Organization]] shall provide [[Organization B:Organization]] an allowance of up to 32.81 per rentable square foot of office spaced leased to be utilized toward the cost of the [[Organization B:Organization]] Improvements (hereafter called the “T. I. Allowance”). The T. I. Allowance shall be used only for the payment of costs relating to the construction of the [[Organization B:Organization]] Improvements (including the cost of preparing the [[Organization B:Organization]] Working Drawings and a construction management fee payable to [[Organization A:Organization]]’s construction manager in the total amount of three percent (3%) of the total cost of the [[Organization B:Organization]] Improvements), which costs [[Organization A:Organization]] shall pay directly out of the T. I. Allowance, for the credit of [[Organization B:Organization]], and in no event shall any part of the T. I. Allowance be paid to or payable to [[Organization B:Organization]], except for the portion that is allocable to the purchase by [[Organization B:Organization]] of FF&E. Any costs of the [[Organization B:Organization]] Improvements which exceed the T. I. Allowance shall be the financial responsibility of [[Organization B:Organization]]. Any improvements to the Premises, other than as shown on the [[Organization B:Organization]] Working Drawings, and the furnishing of the Premises, shall be made by [[Organization B:Organization]] at the sole cost and expense of [[Organization B:Organization]], subject to all other provisions of this Lease Agreement, including compliance with all applicable governmental laws, ordinances and regulationsTenant may apply 10% of the T.I. Allowance for the purchase and installation of FF&E. The T.I. Allowance shall be paid monthly in arrears during completion of the [[Organization B:Organization]] Improvements in accordance with usual and customary construction disbursement procedures.

To the extent that the total projected cost of the Tenant Improvements (as projected or approved by Landlord) exceeds the TI Allowance (such excess, the “Excess TI Costs”), Tenant shall pay the costs of the Tenant Improvements on a pari passu basis with Landlord as such costs are paid, in the proportion of such Excess TI Costs payable by Tenant to the TI Allowance payable by Landlord. If the entire Excess TI Costs advanced by Tenant to Landlord are not applied toward the costs of the Tenant Improvements, then Landlord shall promptly return such excess to Tenant following completion of all of the Tenant Improvements.

Exclusive License Grant to Improvements. During the Term, Axsome shall, without delay at no additional charge, disclose to Licensee any Improvements made by or on behalf of or, subject to [Section 2.1.5], otherwise Controlled by Axsome or its Affiliates and shall provide Licensee with all relevant information and materials with respect to such Improvements. For the avoidance of doubt but subject to [Section 2.1.5], such Improvements are included within the scope of the Licensed Intellectual Property. Subject to [Section 2.1.5], any patents, patent applications or other Patent Rights, each in the Territory, owned by, or Controlled by, or licensed to the Axsome or its Affiliates which relates to or covers Improvements shall be considered Licensed Patent Rights.