Expansion; Grant of Expansion Space. Effective as of that date (the “Expansion Date”) which is the earlier of # the date on which the Expansion Space is Substantially Complete, as defined in [Exhibit C] attached hereto, and ready for occupancy or # the date Tenant occupies the Premises to conduct its business therein, Landlord agrees to lease to Tenant and Tenant agrees to lease from Landlord, for the entire Term, as may be further extended, and subject to and in accordance with the terms of the Lease, an additional 2,872 rentable square feet of space as shown on [Exhibit A] attached hereto and by this reference made a part hereof (the “Expansion Space”). If Landlord is delayed in delivering possession of the Expansion Space due to any reason, including but not limited to the holdover or unlawful possession of such space by any third party, such delay shall not be a default by Landlord, render the Lease or this Amendment void or voidable, or otherwise render Landlord liable for damages; provided, however, if Landlord is unable to deliver the Expansion Space to Tenant by ​ for reasons not caused by, or attributable to, Tenant Delay (as defined in [Exhibit C] attached hereto) or by a Force Majeure Delay (as defined in the Lease), Tenant may terminate this Amendment by giving notice to Landlord. As of the Expansion Date: # the Expansion Space shall be subject to all of the terms and conditions of the Lease, as amended herein, for the entire Term, as may be further extended, # all references in the Lease to the “Premises” shall be deemed to include the Original Premises and the Expansion Space; # the total rentable square feet of space leased pursuant to the Lease shall be 10,297 rentable square feet on the 3rd floor of the Building; and # the Premises, as so expanded, shall be collectively known as Suite 300. After the occurrence of the Expansion Date, Tenant and Landlord shall execute a certificate in the form attached hereto as [Exhibit B] stipulating and agreeing to, the Expansion Date.

Limitation on 14th Floor Expansion Option. Notwithstanding the foregoing, if # on the date of exercise of the 14th Floor Expansion Option, or the date immediately preceding the date the Lease term for the 14th Floor Expansion Space is to commence, there exists an uncured breach of this Lease by Tenant, or # on the date immediately preceding the date the Lease term for the 14th Floor Expansion Space is to commence Tenant named herein # is not in occupancy of the entire Premises then leased hereunder or # does not intend to occupy the entire Premises, together with the 14th Floor Expansion Space, then, at Landlord’s option, Tenant shall have no right to lease the 14th Floor Expansion Space and the exercise of the right of first offer shall be null and void.

Expansion of Field. In the event that Axsome Develops the version of Licensed Product that Axsome is selling outside of the Territory for a therapeutic indication, other than the therapeutic indications listed in [[clauses (i) and (ii) of Section 1.29]9]], Axsome shall so notify Licensee and the definition of Field shall automatically be expanded to include such additional therapeutic indications.

Expansion Space Term. On the Expansion Date, the Expansion Space shall be added as part of the Premises for all purposes, except as set forth herein, including the payment of Additional Rent. The Term of the Lease with respect to the Expansion Space shall commence on the Expansion Date and shall be coterminous with the Term of the Lease for the Original Premises and shall therefore expire on ​, unless sooner terminated or extended pursuant to the terms of the Lease.

SECTION # Expansion Option 4754

th Floor Expansion Option; Landlord’s Option Notification; Option Exercise Notice Tenant shall have the option (the “14th Floor Expansion Option”) to lease the space located on the fourteenth (14th) floor of the Building and outlined on attached [Exhibit A] (the “14th Floor Expansion Space”), subject to the terms and conditions terms of this Paragraph 1. Landlord shall notify Tenant in writing (“Landlord’s Option Notification”), not later than ​, of whether Meredith has effectively exercised the Meredith 14th Floor Option. If Landlord’s Option Notification advises Tenant that Meredith has effectively exercised the Meredith 14th Floor Option, then the 14th Floor Expansion Option shall be void and of no effect. If Landlord’s Option Notification advises Tenant that Meredith did not effectively exercise the Meredith 14th Floor Option, then Landlord’s Option Notification shall also set forth Landlord’s good faith determination of the then fair market rent (as defined below) for the 14th Floor Expansion Space, based on the then rentable square footage of the 14th Floor Expansion Space, as reasonably determined by Landlord, plus the tenant improvement allowance, if the then fair market terms include such an allowance.

Rights Personal to Tenant. Tenant’s right to exercise the Expansion Option is personal to, and may be exercised only by, the Original Tenant or a Permitted Assignee. No assignee (other than a Permitted Assignee) or subtenant shall have any right to exercise the Expansion Option granted herein.

. Expansion. As of ​ (the “Expansion Date”):

(s) “Major Expansion” means any Dedicated Capital expansion undertaken by a Producer of an existing Mine, occurring after the Effective Date, provided that such expansion shall:

Except as set forth in this First Amendment: # Tenant shall accept the Expansion Premises in their “as-is” condition as of the Expansion Premises Commencement Date, subject to all applicable Legal Requirements; # Landlord shall have no obligation for any defects in the Expansion Premises; and # Tenant’s taking possession of the Expansion Premises shall be conclusive evidence that Tenant accepts the Expansion Premises and that the Expansion Premises were in good condition at the time possession was taken.

Terms and Conditions. If Tenant exercises the renewal option, then all of the terms and conditions set forth in this Lease as applicable to the 14th Floor Expansion Space during the initial term shall apply during such renewal term, except that # Tenant shall have no further right to renew the Lease as to the 14th Floor Expansion Space, # Tenant shall take the 14th Floor Expansion Space in its then “as-is” state and condition for the renewal term, # the annual fixed rent payable by Tenant for the 14th Floor Expansion Space shall be the then fair market rent for the 14th Floor Expansion Space based upon the terms of the Lease as to the 14th Floor Expansion Space, as renewed, # the Operating Expense Base under [Section 4.05(c)] of the Lease for the 14th Floor Expansion Space shall be the calendar year in which the renewal term commences, and # the Tax Base under [Section 4.01(b)] of the Lease for the 14th Floor Expansion Space shall be the fiscal tax year in which the renewal term commences. Fair market rent shall include the periodic rental increases, if any, that would be included for space leased for the period the 14th Floor Expansion Space will be covered by the Lease. For purposes hereof, the term “fair market rent” shall have the meaning set forth above in Paragraph 1.b.(i) above. The fair market rent shall be mutually agreed upon by Landlord and Tenant in writing within the thirty (30) calendar day period commencing six (6) months prior to commencement of the renewal period. If Landlord and Tenant are unable to agree upon the fair market monthly rent within said thirty (30) day period, then the fair market rent shall be established by appraisal in accordance with the procedures set forth in attached [Exhibit B].

Demolition. Promptly after the Phase 1 Expansion Space Delivery Date and during the plan approval process described above, ​ may commence demolition activities in the Phase 1 Expansion Space, including removal and disposal of any fixtures, furniture, and equipment (FF&E) located in the Phase 1 Expansion Space as of the Phase 1 Expansion Space Delivery Date.

In the event Seller is unable to obtain all Expansion Permits and Approvals prior to the Closing Date, the parties shall proceed to Closing, but the Purchase Price shall be reduced by ​ (the “Expansion Allocation”). The Expansion Allocation shall be held in escrow by the Title Company. In the event that, on or after the Closing Date, Seller obtains all Expansion Permits and Approvals, the Title Company shall release the Expansion Allocation to Seller within three (3) business days following the date that Seller assigns all Expansion Permits and Approvals to Buyer.

Notwithstanding any provision of this or any predecessor Producer Agreements to the contrary, the provisions set forth in this [Article VI] and the definitions of “Agreement”, “​ Auditors”, “Major Expansion”, “Measured Level of Product”, “Notice of Expansion”, “Post-Expansion Audit Amount” and “Productive Capacity Change” contained in the Second Amending Agreement shall be effective with respect to any Major Expansion for which a Notice of Expansion has been given and for which a Post-Expansion Audit Amount has not been determined on or before ​ and shall replace and supersede the Historical [Article VI] Provisions, except as provided in [Section 6.10]; provided, however, that for all Major Expansions for which a Notice of Expansion was given prior to ​ and for which a Post-Expansion Audit Amount was not determined before ​, Dedicated Capital shall be not less than ​. In addition, it is acknowledged and agreed that the Notice of Expansion given by ​ Potash Esterhazy Limited Partnership prior to ​ in respect of its ​ mine project relates to a proposed Major Expansion of the ​ Esterhazy (K1 and K2) Mine.

Right of First Refusal. Effective as of the Expansion Date (as defined below), the Premises are expanded to include the space described on [Exhibit B] attached hereto (the “Expansion Premises”), which Expansion Premises consist of approximately 6,282 rentable square feet.

Exercise of Option. Landlord will give notice to Tenant (an “Offering Notice”) setting forth Landlord’s intent to construct the Station 5 Building and to make the Station 5 Building available for lease. The Offering Notice shall include # the rentable square footage of the Station 5 Building that Landlord intends to construct, for which rentable square footage Landlord shall have obtained approvals through the Site Plan and Architectural Review process of the City of San Mateo, # the six-month time period during which Landlord anticipates completing the base building improvements of the Station 5 Building and delivering possession thereof for completion of tenant improvements, and # a copy of the building plans for the Station 5 Building. Tenant shall exercise the Expansion Option, if at all, by giving Landlord unconditional, irrevocable written notice of such election (the “Expansion Exercise Notice”) no later than thirty (30) days after the date of the Offering Notice, the time of such exercise being of the essence. Tenant’s Expansion Exercise Notice shall set forth the rentable square footage of the Station 5

If the Engineering Audit Post-Expansion Productive Capacity (in the case of an Engineering Audit) or the Post-Expansion Audit Amount (in the case of the Production Run Procedures) is greater than the Individual Productive Capacity of the Mine, but such expansion does not qualify as a Major Expansion, the Individual Productive Capacity of the Mine shall still be increased so that it equals the Engineering Audit Post-Expansion Productive Capacity (in the case of an Engineering Audit) -- provided, however, that the amount of such increase shall in no event exceed the Productive Capacity Change as set forth in [Section 1.01] (pp)(a)(i)(y) -- or the Post-Expansion Audit Amount