Cost Proposal. After the Approved Working Drawings are approved by Landlord and Tenant, Tenant shall provide Landlord with a cost proposal (or cost proposals) in accordance with the Approved Working Drawings for Landlord’s approval, which approval shall not be unreasonably withheld, which cost proposal(s) shall include, as nearly as possible, the cost of all Tenant Improvements Allowance Items to be incurred by Tenant in connection with the design and construction of the Tenant Improvements (the “Cost Proposal”). Tenant will consult with Landlord prior to approving the contractors to whom it will be bid and Landlord may review bid packages at Landlord’s written request. The date on which Landlord approves the Cost Proposal shall be known hereafter as the “Cost Proposal Delivery Date”.

Notwithstanding anything in Section 3.1 to the contrary, the Shareholder, when not otherwise in default in performance of its obligations under this Agreement, may refrain from voting the Subject Shares in favour of the Arrangement and vote the Subject Shares in favour of an RTO Acquiror Superior Proposal that is recommended by the RTO Acquiror Board in accordance with the terms of the Arrangement Agreement, and shall not be subject to the restrictions or obligations in Section 3.1 with respect to any actions taken or not taken in connection with such RTO Acquiror Superior Proposal.

Cost Proposal. After the Approved Working Drawings are approved by Landlord and Tenant, Tenant shall provide Landlord with a cost proposal (or cost proposals) in accordance with the Approved Working Drawings for Landlord’s approval, which approval shall not be unreasonably withheld, which cost proposal(s) shall include, as nearly as possible, the cost of all Tenant Improvements Allowance Items to be incurred by Tenant in connection with the design and construction of the Tenant Improvements (the “Cost Proposal”). Tenant will consult with Landlord prior to approving the contractors to whom it will be bid and Landlord may review bid packages at Landlord’s written request. The date on which Landlord approves the Cost Proposal shall be known hereafter as the “Cost Proposal Delivery Date”.

Cost Proposal. After the Approved Working Drawings are approved by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal (or cost proposals) in accordance with the Approved Working Drawings, which cost proposal(s) shall include, as nearly as possible, the cost of all Tenant Improvements Allowance Items to be incurred by Tenant in connection with the design and construction of the Tenant Improvements and shall include a so-called guaranteed maximum price proposal from Landlord’s Contractor (collectively, the “Cost Proposal”), which Cost Proposal shall include, among other things, the Contractor’s fee, general conditions, and a reasonable contingency. The Cost Proposal may include early trade release packages for long lead time matters such as mechanical equipment. In connection with the Cost Proposal, Landlord shall cause the Contractor to solicit at least three bids from each subcontractor trade for which the total cost is expected to exceed $10,000. Tenant shall have the right to propose one subcontractor to be included in the bidding for each trade, subject to Landlord’s reasonable approval. Landlord will consult with Tenant prior to approving the subcontractors to whom it will be bid and Tenant may review bid packages at Tenant’s request. In the case of each bid request, Landlord will accept the lowest responsible bid, unless Landlord and Tenant reasonably determine otherwise. Tenant shall approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (and if Tenant fails to comment on

Notwithstanding anything in Section 3.1 to the contrary, the Shareholder, when not otherwise in default in performance of its obligations under this Agreement, may refrain from voting the Subject Shares in favour of the Arrangement and vote the Subject Shares in favour of a Peraso Superior Proposal that is recommended by the Peraso Board in accordance with the terms of the Arrangement Agreement, and shall not be subject to the restrictions or obligations in Section 3.1 with respect to any actions taken or not taken in connection with such Peraso Superior Proposal.

Proposal. If either Party (the “Proposing Party”) desires to pursue additional Development of a Product in order to seek Regulatory Approval of the Product in one or more Additional Indications for the benefit of # the Ovid Territory and Licensee Territory in the case of Ovid, or # the Licensee Territory in the case of Licensee, in each case beyond what is set forth in the then-current Development Plan, then such Party shall provide the other Party (the “Reviewing Party”) with a written detailed plan and budget for such additional work (the “Proposal”). Within ​ after the Reviewing Party’s receipt of the Proposal (or at such other time as the Parties may mutually agree), the JPT shall meet to review and discuss in good faith the Proposal and permit the Reviewing Party an opportunity to ask questions and request additional information from the Proposing Party related to the Proposal, including whether such Proposal is reasonably likely to have any adverse effect on the Development or Commercialization of the Product in the Reviewing Party’s territory. No work under any Proposal shall proceed unless and until # the CGB determines in its reasonable discretion that such Proposal is not likely to

Extension Proposal. Within 10 days of Tenant’s notice to Landlord of its election to arbitrate Market Rate (including Base Rent, annual escalations thereof, and tenant improvement allowance), each party shall deliver to the other a proposal containing the Market Rate (including Base Rent, annual escalations thereof, and tenant improvement allowance) that the submitting party believes in good faith to be correct (“Extension Proposal”). If either party fails to timely submit an Extension Proposal, and such failure is not remedied within 3 business days after written notice thereof to such party, the other party’s submitted proposal shall determine the Base Rent, annual escalations thereof, and tenant improvement allowance for the Extension Term. If both parties submit Extension Proposals, then Landlord and Tenant shall meet within 7 days after delivery of the last Extension Proposal and make a good faith attempt to mutually appoint a single Arbitrator to determine the Market Rate (including Base Rent, annual escalations thereof, and tenant improvement allowance). If Landlord and Tenant are unable to agree upon a single Arbitrator, then each shall, by written notice delivered to the other within 10 days after the meeting, select an Arbitrator. If either party fails to timely give notice of its selection for an Arbitrator, and such failure is not remedied within 3 business days after written notice thereof to such party, the other party’s submitted proposal shall determine the Base Rent, annual escalations thereof, and tenant improvement allowance for the Extension Term. The 2 Arbitrators so appointed shall, within 5 business days after their appointment, appoint a third Arbitrator. If the 2 Arbitrators so selected cannot agree on the selection of the third Arbitrator within the time above specified, then either party, on behalf of both parties, may request such appointment of such third Arbitrator by application to any state court of general jurisdiction in the jurisdiction in which the Premises are located, upon 10 days prior written notice to the other party of such intent.

Proposal. If either Party (the “Proposing Party”) desires to pursue additional Development of a Product in order to seek Regulatory Approval of the Product in one or more Additional Indications for the benefit of # the Ovid Territory and Licensee Territory in the case of Ovid, or # the Licensee Territory in the case of Licensee, in each case beyond what is set forth in the then-current Development Plan, then such Party shall provide the other Party (the “Reviewing Party”) with a written detailed plan and budget for such additional work (the “Proposal”). Within ​ after the Reviewing Party’s receipt of the Proposal (or at such other time as the Parties may mutually agree), the JPT shall meet to review and discuss in good faith the Proposal and permit the Reviewing Party an opportunity to ask questions and request additional information from the Proposing Party related to the Proposal, including whether such Proposal is reasonably likely to have any adverse effect on the Development or Commercialization of the Product in the Reviewing Party’s territory. No work under any Proposal shall proceed unless and until # the CGB determines in its reasonable discretion that such Proposal is not likely to adversely affect the Development or Commercialization of the Product in the Reviewing Party’s territory, and # in the case of Licensee as the Proposing Party, Ovid consents in writing to such activities being included as Joint Development Activities, or to Licensee performing such additional Development as Licensee Territory Development Activities (where such Development Activities solely and specifically relate to the Licensee Territory), or as Independent Development Activities, such consent not to be unreasonably withheld. For clarity, # Licensee’s final decision Certain identified information marked with ​ has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.

Cost Proposal. Following Tenant's selection of the Contractor, Landlord shall provide Tenant with an itemized statement of costs, as set forth in the proposed construction contract with such Contractor, in accordance with the Approved Working Drawings, which itemized statement of costs shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred by Tenant in connection with the design and construction of the Tenant Improvements (the “Cost Proposal”). Within ten (10) business days of the receipt of the same, Tenant shall either # revert to Contractor to review and revise the Cost Proposal (provided that any changes to the Approved Working Drawings made in order to revise the Cost Proposal shall be submitted to Landlord for approval pursuant to the last sentence of Section 3.4, above); or # approve and deliver the Cost Proposal to Landlord. Upon receipt of the approved Cost Proposal by Landlord, Landlord shall be released by Tenant to purchase the items set forth in the Cost Proposal and to commence the construction relating to such items. The date by which Tenant must approve and deliver the Cost Proposal to Landlord shall be known hereafter as the “Cost Proposal Delivery Date”.

Cost Proposal. After the Approved Working Drawings are signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all Improvement Allowance Items to be incurred by Tenant in connection with the design and construction of the Improvements (the "Cost Proposal", which Cost Proposal shall include a detailed breakdown, by trade, of the final costs to be incurred (or which have been incurred), as set forth more particularly in [Sections 2.2.1.1 through 2.2.1.5], above, in connection with the design and construction of the Improvements to be performed by or at the direction of Tenant or the Contractor, which costs form a basis for the amount of the Contract (the "Final Costs")). Tenant shall approve and deliver the Cost Proposal to Landlord within ten (10) business days of the receipt of the same, and upon receipt of the same by Landlord, Landlord shall be released by Tenant to purchase the items set forth in the Cost Proposal and Final Costs and to commence the construction relating to such items. The date by which Tenant must approve and deliver the Cost Proposal to Landlord shall be known hereafter as the "Cost Proposal Delivery Date".