Low-Rated Carrier. Except as set forth on [Schedule 4.2(u)], Seller has placed no property and casualty insurance contracts, coverages or other business with insurance carriers or other underwriters having an “AM Best” rating below “A-” (“Low-Rated Carrier”) since May 1, 2015. Seller has, to the Knowledge of Seller and the Holding Corporation, # disclosed the AM Best rating of such Low-Rated Carrier to the insured and # received from each such insured a written acknowledgment of such rating and a waiver from responsibility for any liability in connection with or resulting from the financial condition of such Low-Rated Carrier.

Irrigation system shall be high efficiency/low water usage with control features to inform and enable automatic adjustment of the watering program based on weather and flow criteria.

Offering. If the staff of the SEC (the "Staff) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company's obligations to register Registrable Securities (and any related conditions to the Investor's obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

Offering. The Company is offering to the undersigned the Units at a price of $_0.90​ per Unit multiplied by the number of Units set forth next to the undersigned’s name below (the “Purchase Price”).

Automatic Distributions. Notwithstanding any payment elections made on Deferral Forms and Section 5.2:

Automatic Re-enrollment. The payroll deduction rate or amount, as applicable, selected by the Participant for an Offering shall remain in effect for subsequent Offerings unless the Participant timely submits new enrollment documents to change the Contribution amount for a subsequent Offering Period in accordance with the rules established by the Committee.

TRIS shall supply each Unit of Product for commercial sale in the Territory to AYTU during the Term of such Product at the following prices (the “Transfer Price”):

“Purchase Price” shall mean eighty-five percent (85%) of the Fair Market Value of a Share on the first Trading Day of the Offering Period or eighty-five percent (85%) of the Fair Market Value of a Share on the Purchase Date, whichever is less; provided, however, that the Committee reserves the right to increase the Purchase Price in its discretion for any Offering Period that has not yet commenced.

Offering Prohibitions. Neither the Company nor any person acting on its behalf or at its direction has in the past or will in the future take any action to sell, offer for sale or solicit offers to buy any securities of the Company which would bring the offer or sale of the Series A Preferred Stock as contemplated by this Agreement or the issuance of the Conversion Shares as contemplated by the Series A Preferred Stock within the provisions of Section 5 of the Securities Act.

Private Offering. No registration of the Company Shares, pursuant to the provisions of the Securities Act of 1933, as amended, or any state securities or “blue sky” laws, will be required by the sale of the Company Shares in the manner contemplated in Section 1 herein. ​ agree that neither they, nor anyone acting on their behalf, shall offer to sell the Company Shares or any other securities of the Company so as to require the registration of the Company Shares pursuant to the provisions of the Securities Act of 1933, as amended, or any state securities or “blue sky” laws.