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.

Underwritten Offering. If an Offering is an underwritten Offering, the Company and Wainwright shall enter into a customary underwriting agreement in form and substance satisfactory to Wainwright and its counsel.

The Plan will be implemented by specified Offering Periods, with new Offering Periods commencing at such times as determined by the Administrator. The Administrator will have the power to change the duration of Offering Periods (including the commencement dates thereof) without stockholder approval.

Offering Amendment. If Subtenant exercises its Right of First Offer with respect to an Offering Space, Sublandlord shall prepare an amendment (the “Offering Amendment”) adding such Offering Space to the Sublet Portion on the terms set forth in the Advice and reflecting the changes in the Base Rent, rentable square footage of the Sublet Portion, Subtenant’s Proportional Share and other appropriate terms. A copy of the Offering Amendment shall be sent to Subtenant within a five (5) business days after Sublandlord’s receipt of the Notice of Exercise executed by Subtenant, and Subtenant shall execute and return the Offering Amendment to Sublandlord within five (5) business days thereafter, but an otherwise valid exercise of the Right of First Offer shall be fully effective whether or not the Offering Amendment is executed.

Offering Date. The offering period of this Plan (the "Offering Period") shall be of twelve (12) months duration commencing on January 1 of each year and ending on December 31 of each year (the “Expiration Date”), or such other period as may be established by the Administrator for a particular offering prior to such offering.