Right to Payment. A Stock Appreciation Right shall confer on the Participant to whom it is granted a right to receive, upon exercise thereof, the excess of # the Fair Market Value of one Share on the date of exercise over # the grant price of the Stock Appreciation Right as determined by the Committee. The grant price of a Stock Appreciation Right shall not be less than 100% of the Fair Market Value of a Share on the date of grant. Other than pursuant to [Section 10(c)(i) and (ii)])] of this Plan, the Committee shall not be permitted to # lower the grant price per Share of a Stock Appreciation Right after it is granted, # cancel a Stock Appreciation Right when the grant price per Share exceeds the Fair Market Value of the underlying Shares in exchange for cash or another Award, # cancel an outstanding Stock Appreciation Right in exchange for a Stock Appreciation Right with a grant price that is less than the grant price of the original Stock Appreciation Right, or # take any other action with respect to a Stock Appreciation Right that may be treated as a repricing pursuant to the applicable rules of the Listing Market, without stockholder approval.

Right to Payment. An SAR shall confer on the Participant to whom it is granted a right to receive, upon exercise thereof, the excess of # the Fair Market Value of one share of Stock on the date of exercise over # the grant price of the SAR as determined by the Committee.

Right to Receive Payment. Each Actual Award will be paid solely from the general assets of the Company. Nothing in this Plan will be construed to create a trust or to establish or evidence any Participant’s claim of any right other than as an unsecured general creditor with respect to any payment to which he or she may be entitled.

Right to Receive Payment. A Participant shall have no right to receive an Actual Award unless the Participant is employed by the Company or an Affiliate on the date of payment, unless otherwise determined by the Administrator.

Doubt as to Right to Payment. If any doubt exists as to the right of any person to any benefits hereunder or the amount of time of payment of such benefits (including, without limitation, any case of doubt as to identity, or any case in which notice has been received from any person claiming any interest in amounts payable hereunder, or any case in which a claim from other persons may exist by reason of community property or similar laws), the Committee will be entitled, in its discretion, to direct that payment of such benefits be deferred until order of a court of competent jurisdiction, or to pay such sum into court in accordance with appropriate rules of law in such case then provided, or to make payment only upon receipt of a bond or similar indemnification (in such amount and in such form as is satisfactory to the Committee).

Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying:

Timing of Payment; Right to Set-Off. Any indemnification obligation of an Indemnitor under this ARTICLE VIII will be paid within three (3) Business Days after the determination of such obligation in accordance with [Section 8.4].

First Refusal Right; Put Right. At the Closing, the Shareholders will grant the Company the right of first refusal (the “First Refusal Right”) to purchase the Shareholders’ 49% ownership of the Acquisition Sub for cash. The aggregate cash price for the Shareholders’ 49% ownership of the Acquisition Sub shall equal the average of three (3) independent valuations of the Acquisition Sub as of the date when the Company notifies the Shareholder of its intent to exercise the First Refusal Right, each of which shall be undertaken by an independent valuation (to be identified by the Company and mutually acceptable to the Shareholders) firm multiplied by 49%. If the Shareholders of the Acquisition Sub have not otherwise had a liquidity event prior to such date, the Shareholders will have a one-time put right (the “Put Right”) that, if elected by the Shareholders, would obligate the Company to buy the 49% ownership of the Acquisition Sub for 49% of the independent fair market valuation as determined by an independent valuation firm (chosen in the same manner as set forth in the prior sentence).

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.

Termination Right. Except where prohibited by Applicable Law, each Party shall have the right to terminate this Agreement in the event of a Bankruptcy Event with respect to the other Party. “Bankruptcy Event” means the occurrence of any of the