Participation Effective Date. The effective date of the Participant’s participation in the Plan is April 1, 2017.

Participation in the Plan. Subject to the provisions of this Plan, the Committee may, from time to time, select from all individuals eligible to participate in the Plan:

Employees who are in positions that have MIP Guideline Incentives (as defined in the Company compensation structure) are eligible to participate in the plan and to receive an annual Incentive Award payment, with the following exceptions and limitations:

Participation. Any Employee who satisfies the requirements of Section 3.01 shall become a Participant as of the first Plan Year in which such requirements are met. The Employee shall continue to be a Participant until the payment or forfeiture of the balance of the Employee’s Account. Notwithstanding the foregoing, an Employee must be a member of the Employer's select group of management or highly compensated employees as of the end of the applicable Plan year in order to be credited with any additional amounts based upon Excess Earnings for such Plan Year.

Participation. The Administrator may, from time to time, select from among all Eligible Individuals, those to whom one or more Awards shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. No Eligible Individual shall have any right to be granted an Award pursuant to the Plan.

Participation. Borrowers recognize and acknowledge that the Bank may sell participating interests in the Loans (or either of them) to one or more financial institutions (the "Participants"). Upon receipt of notice of the identity and address of each such Participant, Borrowers shall thereafter supply such Participant with the same information and reports communicated to the Bank, whether written or oral. Borrowers hereby acknowledge that each Participant shall be deemed a holder of the Revolver Note to the extent of its participation, and Borrowers hereby waive their rights, if any, to offset amounts owing to the Bank from Borrowers against any Participant's portion of such Revolver Note.

Participation. Officers of the Company who are subject to Section 16 of the Exchange Act (“Executive Officers”), management-level employees with “vice president” titles (together with the Executive Officers, “Executive Participants”), and certain other employees identified by the Committee upon the recommendation of the CEO (“Other Participants”), shall participate in the LTIP. Each participating employee is referred to herein as a “Participant”.

Participation. No individual shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.

Participation. No Employee will have the right to be selected to receive an award under this Plan, or, having been so selected, to be selected to receive a future award.

Participation. If at any time on or after January 1, 2019 and except in connection with the exercise of a demand registration pursuant to Section 2.03 prior to December 31, 2023, the Partnership proposes to file a Registration Statement related to an Underwritten Offering, including pursuant to Section 2.03, then the Partnership shall give not less than four Business Days’ notice (including notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to the BlackRock Purchaser and such Piggyback Notice shall offer the BlackRock Purchaser (on behalf of itself and as representative of the other Holders ) the opportunity to include in such Underwritten Offering up to one-third (including the securities being registered pursuant to Section 2.03) of aggregate number of Registrable Securities outstanding as of the latest Closing Date (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion) (the “Included Registrable Securities”), as the BlackRock Purchaser may request in writing (a “Piggyback Registration”); provided, however, that the Partnership shall not be required to offer such opportunity # if the BlackRock Purchaser, together with the other Holders, do not offer a minimum of $50 million of Registrable Securities, in the aggregate (determined by multiplying the number of Common Unit Registrable Securities owned by the Average VWAP for the 10 Trading Days preceding the date of such notice) or # if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the BlackRock Purchaser and such Holders will have an adverse effect on the price, timing or distribution of the Common Units in such Underwritten Offering, in which case the amount of Registrable Securities to be offered for the accounts of the BlackRock Purchaser and all other Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice shall be provided to the BlackRock Purchaser on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the BlackRock Purchaser and the Holders (and neither the BlackRock Purchaser nor any other Holder receiving such notice shall purchase or sell Common Units) (provided that any Holder may provide such notice to its personnel, advisors and other representatives on a confidential basis) until either # such proposed

Participation. As a condition to becoming a Participant and being entitled to the benefits and protections provided under the Plan, each Eligible Employee must execute and deliver to the Company, within 30 days after the later of the Effective Date and the date such individual is designated by the Committee as an Eligible Employee, a written agreement in the form attached hereto as [Exhibit I] (or in such other form as may be satisfactory to the Company) to be bound by the restrictive covenants set forth in Article VII. [Schedules A], B and C hereto list the Eligible Employees who have satisfied the conditions for Plan participation and the date as of which each such Eligible Employee became a Participant. The Committee shall cause [Schedules A], B and C to be updated from time to time to reflect the Participants who are currently participating in the Plan. An employee who becomes an Eligible Employee on or after January 1, 2014 shall become a [Schedule C] Participant. However, if an Eligible Employee is newly hired or promoted into a position reflected on [Schedule B] as of June 6, 2014, the Eligible Employee shall become a [Schedule A] Participant.

Participation. Participation in this Plan by an eligible employee is voluntary with respect to the right to elect to contribute Basic Deferrals and be credited with Matching Deferrals but is mandatory with respect to any Company Retirement Deferrals credited under [Section 3.4(d)].

Participation. If at any time holders of no less than 51% of the outstanding Shares of the Company (together, the "Selling Shareholders"), receive a bona fide offer from an independent third party to purchase in one transaction, or a series of related transactions, no less than 75% of the outstanding Shares of the Company (a "Drag-Along Sale"), the Selling Shareholder shall have the right to require that the Investor to participate in such sale.. If the Drag-Along Sale is structured as a merger, consolidation or similar business combination which requires shareholder approval, the Investor shall vote in favor of (or sign a written consent) the transaction and take all actions to waive any dissenters, appraisal or other similar rights.

Participation. Subject to [Section 3.2], as well as the remaining terms of this Agreement, the Executive shall remain eligible to receive benefits hereunder during the term of this Agreement.

Participation. This Plan shall apply to all employees (“Participants”) who are provided with and who sign an individual Compensation Plan (“Compensation Plan” and, together with this Sales Incentive Plan, the “Compensation Agreements”) acknowledging the terms set forth therein and the terms set forth in this Plan. No commissions, advances or other sales-based compensation will be earned by a Participant pursuant to the Compensation Agreements unless the Participant signs and returns the Compensation Plan to the Company within 15 days of receipt of the Compensation Agreements.

Participation Right. Axsome shall have the right (and may extend such right to its Upstream Licensors) and Licensee shall and shall cause its Affiliates and Sublicensees, as applicable to allow Axsome and Axsome’s Upstream Licensors to # participate in all meetings, telephone or video calls, discussions and correspondences with any Governmental Authority with respect to any Licensed Product, # participate in meetings, telephone or video calls held in preparation for such meetings or communication with any Governmental Authorities; # participate in the preparation and review of minutes of such meetings with any Governmental Authorities, # review and comment (which comments Licensee shall consider in good faith and shall not unreasonably refuse to address) upon all regulatory filings with respect to any Licensed Product and # receive regular updates to any and all regulatory matters relating to the Licensed Product in the Territory. Licensee shall promptly notify Axsome of any notices and inspections or any issues raised by any Regulatory Authority with respect to any regulatory filings or Licensed Products, and Licensee shall promptly notify Axsome of the resolution thereof. Axsome shall be free to share all such information with its Upstream Licensors.

Participation Percentage. Throughout the term of this Agreement, the Participation Percentage of the Limited Partners is fifty percent (50%) (allocated to each Limited Partner in proportion to his Limited Partnership Percentage) and the Participation Percentage of the General Partner is fifty percent (50%).

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.