Absence of Directed Selling Efforts. During the negotiation of the Exchange and at the time of execution of this Agreement, the Lender was located outside the United States within the meaning of Regulation S under the Securities Act (“Regulation S”) and did not learn of the Exchange through any “Directed Selling Efforts” as that term is defined in Regulation S.

No Directed Selling Efforts. None of the Company, any of its Affiliates or other person acting on behalf of the Company has, with respect to Securities sold outside the United States, offered the Securities to buyers qualifying as “U.S. persons” (as defined in Rule 902 under the Securities Act) or engaged in any directed selling efforts within the meaning of Rule 902 under the Securities Act; the Company, any Affiliate of the Company and any person acting on behalf of the Company have complied with and will implement the “offering restrictions” within the meaning of such Rule 902; and neither the Company nor any of its Affiliates has entered or will enter into any arrangement or agreement with respect to the distribution of the Securities, except for this Agreement; provided that no representation is made in this paragraph with respect to the actions of the Initial Purchasers.

Efforts. During the term of employment, Employee shall devote his or her full-time business efforts to the performance of Employee’s duties and the furtherance of the Company’s interests as well as the interests of the Company’s parent-company, Forward Industries, Inc. and its subsidiaries (collectively, the “Parent”).

Selling Data. Simultaneous with AYTU’s delivery to TRIS of the Quarterly Payment Report, AYTU shall provide a report to TRIS:

Selling Product. You agree to make no representations or claims about any products beyond those shown on product labels and/or in official NewYou literature. Claims (which include personal testimonials) as to therapeutic, curative or beneficial properties of any NewYou products may not be made except those contained in official NewYou materials. You may not make any claim that Company products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases. Such statements can be perceived as medical or drug claims. Not only do such claims violate this Agreement, but also potentially violates federal and state laws and regulations, including the federal Food, Drug, and Cosmetic Act and Federal Trade Commission Act.

At the time of execution of this [Noteholder Agreement], the Noteholder was located outside of the United States within the meaning of Regulation S under the Securities Act (“Regulation S”) and did not learn of the Exchange through any “Directed Selling Efforts” as such term is defined in Regulation S.

No Short Selling. The Investor represents and warrants to the Company that at no time prior to the date of this Agreement has any of the Investor, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any # "short sale" (as such term is defined in Rule 200 of Regulation SHO of the 1934 Act) of the Ordinary Shares or # hedging transaction, which establishes a net short position with respect to the Ordinary Shares.

Best Efforts. Each Buyer shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied by it as provided in Section ‎6 of this Agreement. The Company shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied by it as provided in Section ‎7 of this Agreement.

Best Efforts. Employee agrees, as long as this Agreement is in effect, to continue to devote his best efforts and time and attention to the business of Employer and to the performance of his executive, managerial and supervisory duties.

Best Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and 7 of this Agreement.