Counterparts; Delivery. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of this Amendment by facsimile or other electronic imaging means shall be effective as an original.

The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

Share Delivery. At the consummation of the Approved Sale, Grantee shall, if applicable, deliver certificates representing the Shares to be transferred, duly endorsed for transfer and accompanied by all requisite stock transfer taxes, if any, and the Shares to be transferred shall be free and clear of any liens, claims or encumbrances (other than restrictions imposed by this Exercise Notice) and Grantee shall so represent and warrant.

Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to the RSUs and Grantee’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means. Grantee hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an online or electronic system established and maintained by the Company or another third party designated by the Company.

Prospectus Delivery. Immediately prior to execution of this Agreement, the Company shall have delivered to the Buyer, and as soon as practicable after execution of this Agreement the Company shall file, Prospectus Supplements with respect to the RD Securities to be issued on the Closing Date, as required under, and in conformity with, the 1933 Act, including Rule 424(b) thereunder. The Company shall provide the Buyer a reasonable opportunity to comment on a draft of each Prospectus Supplement and any Issuer Free Writing Prospectus, shall give due consideration to all such comments and, subject to the provisions of Section 4(b) hereof, shall deliver or make available to the Buyer, without charge, an electronic copy of each

Deferred Delivery. Shares otherwise deliverable under this Agreement may be deferred by the Employee to a date after the Maturity Date to the extent that this PSU award constitutes “performance-based compensation” under Section 409A of the Code and the Employee makes a timely and otherwise valid election to defer receipt of payment. Any payment deferred under the terms of this Agreement and the Plan shall also be subject to the provisions of the ​ Non-Qualified Deferred Compensation Plan, including the deemed investment funds available under such plan. Any deferral election of the Employee shall be deemed void and payment shall be made as otherwise provided by this Agreement in the event of the Employee’s Disability, the Employee’s death, or a Change in Control prior to the deferred payment date.

Delivery of Certificates. Unless otherwise provided, any certificate or certificates issued evidencing shares of Restricted Stock shall not be delivered to the Grantee until such shares are free of any restrictions specified by the Committee at the time of grant.

Delivery of Products. AYTU shall provide TRIS with appropriate instructions for each shipment of the Products, designating the carrier, destination, method of transport and insurance requirements. TRIS shall make available all Products supplied under this Agreement FCA (INCOTERMS 2010) TRIS’ designated U.S. warehouse facility. AYTU shall pay all freight, insurance charges, taxes, inspection fees and other reasonable and documented out-of- pocket charges applicable to the shipping and transport of the Products purchased by AYTU hereunder (“Freight Charges”). Within five (5) Business Days following TRIS’ notification by email or fax to AYTU of the availability of ordered Product, AYTU shall notify TRIS by email or fax of the date and time for pickup, and the identity of the Person (which may be AYTU) that will pick up such Product order. The date and time of pickup shall be during normal business hours and within five (5) Business Days of TRIS’ notification. Notwithstanding the foregoing or anything else to the contrary contained in this paragraph, if AYTU # does not timely send the required notification to TRIS; # does not pick up the Product order as scheduled; or # requests that TRIS arrange for delivery, then TRIS may arrange for delivery and/or deliver Product (with its own trucks or otherwise); and the greater of $1,000 or reasonable and documented out-of-pocket costs incurred by TRIS for Freight Charges shall be added to the Transfer Price. If TRIS’ notification is within plus/minus five Business Days of the delivery date requested in the applicable Firm PO then the associated delivery shall be deemed timely. Further, if TRIS delivers between # 90% of Product ordered either # in a Firm PO or # in the applicable binding portion of a Forecast and # 110% of Product ordered # in a Firm PO or # in the applicable binding portion of a Forecast, then the Firm PO shall be deemed modified to conform to the amount delivered and TRIS shall be deemed to have fully satisfied its obligations with respect to quantities thereunder.

Delivery of Communications. Issuer and each Grantor hereby agrees, unless directed otherwise by the Roll-Up Notes Agent or unless the electronic mail address referred to below has not been provided by the Roll-Up Notes Agent to such Person, that it will provide to the Roll-Up Notes Agent all information, documents and other materials that it is obligated to furnish to the Roll-Up Notes Agent or to the Holders pursuant to this Indenture, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that # is or relates to a request to purchase Roll-Up Notes, # relates to the payment of any principal or other amount due under this Indenture prior to the scheduled date therefor, # provides notice of any Default or Event of Default under this Indenture, or # is required to be delivered to satisfy any condition precedent to the effectiveness of this Indenture and/or any Roll-Up Note hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Issuer and the Roll-Up Notes Agent to an electronic mail address as directed by the Roll-Up Notes Agent. In addition, Issuer and each Grantor Party agrees to continue to provide the Communications to the Roll-Up Notes Agent or the Holders, as the case may be, in the manner specified in this Indenture.

The Company may postpone the time of delivery of certificates for shares of its Common Stock for such additional time as the Company shall deem necessary or desirable to enable it to comply with the listing requirements of any securities exchange upon which the Common Stock of the Company may be listed, or the requirements of the Securities Act of 1933 or the Securities Exchange Act of 1934 or any Rules or Regulations of the Securities and Exchange Commission promulgates thereunder or the requirements of applicable state laws relating to authorization, issuance or sales of securities.