Construed as a Whole. The provisions of the Plan shall be construed as a whole in such manner as to carry out the provisions thereof and shall not be construed separately without relation to the context.

Whole Agreement. No agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in this Agreement or in the Existing Agreements have been made or entered into by either party with respect to the subject matter hereof.

Not Construed Against Drafter. The language of this Agreement shall not be interpreted in favor of or against any Party as the drafter of this Agreement.

Make-Whole Premium. The Make-Whole Premium when due pursuant to the terms of [Section 2.1.2(d)]; and

9 Affirmative Covenants 26

For each Make Whole Payment Commercial Year during the Term of this Agreement (in its entirety), commencing with the second Make Whole Payment Commercial Year and ending with and including the tenth Make Whole Payment Commercial Year, AYTU shall pay TRIS an amount (the “Royalty Make Whole Payment”) equal to the product of # Applicable Make Whole Payment per Unit for such Make Whole Payment Commercial Year, multiplied by # the Minimum Unit Sales Commitment Shortfall for such Make Whole Payment Commercial Year. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, for purposes of calculating the Minimum Unit Sales Commitment Shortfall for any Make Whole Payment Commercial Year, the Minimum Unit Sales Commitment for such Commercial Year shall be reduced by the number of Ineligible Months, if any, in such Commercial Year, divided by twelve. The term “Ineligible Month” means any calendar month in the applicable Make Whole Payment Commercial Year during which either of the following is true with respect to the Products: # sale and distribution of all Products that had received NDA Approval in the Territory ceased during the month due to an injunction or FDA mandate; or # there was a Supply Interruption during such month (i.e. a Supply Interruption began during such month or a Supply Interruption began prior to the commencement of such month and no Supply Resumption Notice was sent prior to the commencement of such month) for all Products that had received NDA Approval. AYTU will submit its notice of the Royalty Make Whole Payment for the Products within sixty (60) days after the end of each Make Whole Payment Commercial Year. Each such notice shall be accompanied by a detailed line item description of the calculation of such Royalty Make Whole Payment. Simultaneous with such notice, AYTU shall remit to TRIS the Royalty Make Whole Payment calculated in such notice.

Supplements and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed by the parties hereto. This Warrant, together with the Purchase Agreement, contains the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings with respect to the subject matter hereof and thereof other than as expressly contained herein and therein.

Optional Prepayments with Make-Whole Amount. The ​ may, by giving written notice not less than 30 days and not more than 60 days before the prepayment date designated in such notice (the “Optional Prepayment Notice”) to each holder of the Notes, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than $1,000,000 in the aggregate in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. In addition to specifying the prepayment date, the Optional Prepayment Notice shall specify the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with [Section 8.4]), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid. Along with the Optional Prepayment Notice, the ​ shall deliver a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of the Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Whole Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not a participation interest in a Mortgage Loan. Each Mortgage Loan that is part of a Whole Loan is a senior or pari passu portion of a whole loan evidenced by a senior or pari passu note. At the time of the sale, transfer and assignment to Depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Seller), participation or pledge, and the Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such Mortgage Loan other than any servicing rights appointment, or similar agreement, any Other Pooling and Servicing Agreement with respect to a Non-Serviced Mortgage Loan and rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement. The Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement.

Interpretation; Governing Law. This agreement shall be construed as a whole and in accordance with its fair meaning. Headings are for convenience only and shall not be used in construing meaning. This agreement shall be governed and interpreted in accordance with the laws of the State of California.