the proportion borne by each Lender's participation in the maturing Facility D Loan to the amount of that maturing Facility D Loan is the same as the proportion borne by that Lender's participation in the new Facility D Loans to the aggregate amount of those new Facility D Loans,

#Exhibit D to the Loan Agreement is replaced with Exhibit D attached hereto.

“Regulation D” shall mean the provisions of Regulation D promulgated under the Securities Act.

provided in) [Schedule D], in each case subject to paragraph 10(d)(v); and

No Bad Actor Disqualification Event. Such Buyer represents, after reasonable inquiry, that none of the “Bad Actor” disqualifying events described in Rule 506(d)(l)(i) to # under the 1933 Act (a “Disqualification Event”) is applicable to such Buyer or any of its Rule 506(d) Related Parties (if any), except a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) applies. “Rule 506(d) Related Party” means a person or entity that is a beneficial owner of such Buyer’s securities for purposes of Rule 506(d).

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System.

Debit to such Capital Account the items described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6).

“Series D Preferred Stock” means AYTU’s Series D Convertible Preferred Stock, par value, $0.0001 per share.

-1 Introduction Participating Affiliates that employ the individuals described in Section D.2-2 (each a “[Schedule D.2] Employer” and collectively “[Schedule D.2] Employers”) hereby establish a retirement contribution feature as described in this [Schedule D.2]. The retirement contribution feature shall be in addition to all other contributions provided pursuant to the Plan.

“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in [Sections 13(d) and 14(d)])] thereof, including a “group” as defined in [Section 13(d)].