Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its affiliates and their predecessors, he has become familiar with the Company’s and its affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its affiliates. The Executive agrees that the foregoing covenants set forth (or referred to, as the case may be) in this [Section 4] (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations.

Entire Understanding. This Certificate and the Plan embody the entire understanding and agreement of the Company and You in relation to the subject matter hereof, and no promise, condition, representation or warranty, expressed or implied, not herein stated, shall bind the Company or You.

Entire Understanding. This Agreement constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes any prior or contemporaneous discussions, representations, or agreements, whether such representations or agreements were oral or written or express or implied. This Agreement may not be amended or modified except by a writing signed by both Employee and the Company.

Protective Covenants. In consideration of the Award granted under this Agreement, the Grantee covenants and agrees as follows (the “Protective Covenants”):

Independent Covenants. This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent and not dependent and Tenant hereby expressly waives the benefit of any statute to the contrary and agrees that if Landlord fails to perform its obligations set forth herein, Tenant shall not be entitled to make any repairs or perform any acts hereunder at Landlord's expense or to any setoff of the Rent or other amounts owing hereunder against Landlord.

Specific Covenants. The Borrower or the Parent (or, if applicable, any Borrower Party) fails to perform or observe any term, covenant or agreement contained in any of [[Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11 or 6.12]2]2]2]2]2]2]]2]2]2]2]2]2] or [Article VII]; or

Financial Covenants. The ​ will not permit # the Interest Coverage Ratio as of the last day of any fiscal quarter of the ​ to be less than 4.00:1.00 or # the Leverage Ratio as of the last day of any fiscal quarter of the ​ following the Closing Date to be greater than # 5.75:1.00 from the Closing Date until and including ​, and # 5.25:1.00 thereafter.

Covenants Several. In the event that any covenant of this Agreement shall be determined invalid or unenforceable and the remaining provisions can be given effect, then such remaining provisions shall remain in full force and effect.

Environmental Covenants. Except as commonly occurring in the normal and customary oil and gas exploration activities from time to time, Borrowers will immediately notify the Bank of and provide the Bank with copies of any notifications of discharges or releases or threatened releases or discharges of a Polluting Substance on, upon, into or from the Collateral which are given or required to be given by or on behalf of Borrowers to any federal, state or local Tribunal if any of the foregoing may materially and adversely affect Borrowers or any part of the Collateral, and such copies of notifications shall be delivered to the Bank at the same time as they are delivered to the Tribunal. Borrowers further agree promptly to undertake and diligently pursue to completion any prudent, legally required or authorized remedial containment and cleanup action in the event of any release or discharge or threatened release or discharge of a Polluting Substance on, upon, into or from the Collateral. At all times while owning and operating the Collateral, Borrowers will maintain and retain complete and accurate records of all releases, discharges or other disposal of Polluting Substances on, onto, into or from the Collateral, including, without limitation, records of the quantity and type of any Polluting Substances disposed of on or off the Collateral.

Negative Covenants. Without the prior written consent of the Requisite Holders, the Maker shall not and shall not permit any of its Subsidiaries to:

Specific Covenants. (i) The Company fails to perform or observe any term, covenant or agreement contained in # any of [[Sections 6.10, 6.11, 7.01, 7.03, 7.06, 7.11, 7.12 or 7.14]4]4]4]4]4]4]4]]4]4], or # any of [[Sections 6.01, 6.02, 6.03, or 6.13]3]3]3]] and, with respect to those sections identified in [clause (B)], such failure continues for five (5) days, or # any Subsidiary Guarantor fails to perform or observe any term, covenant or agreement contained in the Subsidiary Guaranty; or

Mutual Covenants. Each of Axsome and Licensee hereby covenants to the other Party that:

Ongoing Covenants. Any net proceeds of a Permitted Transfer of Contracts into a Permitted Facility received by Borrowers from time to time shall # in the case of a Warehouse Facility, first be promptly applied to reduce the existing indebtedness under this Agreement, or # in the case of a Securitization, first be promptly applied to reduce the existing indebtedness under any related Warehouse Facility, to the extent such net proceeds were received as a result of assets being transferred from a Warehouse Facility substantially concurrently with the receipt of such net proceeds, and second any remaining net proceeds shall be promptly applied to reduce the existing indebtedness under this Agreement. Borrowers shall not amend or modify any Permitted Facility in a manner that would contravene any terms, covenants or provisions of this Agreement or in any manner which would cause such Securitization or Warehouse Facility to no longer be permitted under [Section 8.18(a)], unless acceptable to Agent in its sole but reasonable discretion.