Employer Retirement Restoration Account. The Employer shall establish and maintain on its books a notional Employer Retirement Restoration Account for each Participant who is credited with an Employer Retirement Restoration Credit.

Employer Retirement Restoration Credit. If a Participant is eligible to receive an Annual Employer Retirement Contribution under the Savings Plan for a Plan Year in respect of which the Participant receives Excess Earnings, then the Participant’s Employer Retirement Restoration Account shall be credited with an Employer Retirement Restoration Credit for such Plan Year in an amount equal to the product of the Retirement Contribution Percentage for such Plan Year multiplied by the Participant’s Excess Earnings for such Plan Year. Employer Retirement Restoration Credits shall be determined and credited as soon as administratively practicable following the end of the applicable Plan Year.

Cashout Distribution – If an employee terminates service and the value of his vested account balances derived from employer and employee contributions are not greater than $5,000, the employee shall receive a distribution of the value of the entire vested portion of such account balances and the nonvested portion will be treated as a forfeiture. If an employee would have received a distribution under the preceding sentence but for the fact that the employee's vested account balances exceeded $5,000 when the employee terminated service and if at a later time such account balances are reduced such that they are not greater than $5,000, the employee will receive a distribution of such account balance and the nonvested portion will be treated as a forfeiture. For purposes of this section, if the value of an employee's vested account balances is zero, he shall be deemed to have received a distribution of such vested account balances. For the purpose of determining the value of a participant's vested account balance, prior distributions shall be disregarded if distributions have not commenced under an optional form of payment described in Section 4.3.

Landlord’s Restoration Obligation. If any portion of the Building shall be damaged or destroyed by fire or other casualty (collectively, “Casualty”), Tenant shall give immediate written notice thereof to Landlord. Unless this Lease is terminated as provided in Paragraph 25.3 or Paragraph 25.3, Landlord shall, to the extent that insurance proceeds are available to Landlord therefor, proceed to repair and restore the damage (“Landlord’s Restoration Work”), with reasonable diligence and promptness, given the nature of the damage to be repaired, to substantially the same condition existing prior to the Casualty except for modifications required by zoning and building codes and other Applicable Laws and subject to reasonable delays for insurance adjustments, compliance with zoning laws, building codes, and other Applicable Laws and Force Majeure Events. Landlord’s Restoration Work does not include repair and restoration of the Tenant Improvements or subsequent Alterations made by Tenant or repair and restoration to Tenant’s equipment, furniture, furnishings, trade fixtures or personal property. Unless this Lease is terminated as provided in Paragraph 25.3 or Paragraph 25.4, if and to the extent that any damaged Tenant Improvements or Alterations must be removed in order for Landlord to effect Landlord’s Restoration Work or to eliminate any hazard or nuisance resulting from such damaged Tenant Improvements or Alterations, then, after Landlord gives Tenant access for that purpose, Tenant shall proceed with reasonable diligence, given the nature of the work, to remove such damaged Tenant Improvements or Alterations in accordance with Applicable Laws, subject to reasonable delays for insurance adjustments and Force Majeure Events.

316_W969:Copyright © 2012 by Conrad Siegel Actuaries21

Vesting of Matching Restoration Account. Except as provided in Section 9.03, a Participant shall be fully vested at all times in the Participant’s Matching Restoration Account.

Patent Term Restoration and Extension. Axsome shall be responsible for, in consultation with Licensee, seeking patent term extensions, supplemental protection certificates and the like available under Applicable Law in any country in the Territory in relation to the Licensed Patent Rights. Axsome and Licensee will cooperate in connection with all such activities. Axsome will give due consideration to all suggestions and comments of Licensee regarding any such activities, but in the event of a disagreement between the Parties, Axsome will have the final decision-making authority; provided, however, that Axsome will seek (or will allow Licensee to seek) to extend, including through the use of supplemental protection certificates and the like, any Licensed Patent

Section # Restoration. The following provisions shall apply in connection with the Restoration:

If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration is equal to or greater than the Restoration Threshold, the Net Proceeds will be held by ​ and ​ shall make the Net Proceeds available for the Restoration in accordance with the provisions of this [Section 6.4].

​ Restoration Funding LLC