Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the date specified above.

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

Payments. The Borrower shall fail to make any payments due under this Note after the same shall become due and such failure shall continue for five days;

any failure by [[Organization A:Organization]] to perform and discharge the [[Organization A:Organization]] Obligations or make any Payments; or

the failure of the Company to make on a timely basis any payment of principal of any Eurocurrency Rate Loan (including payments made after any acceleration thereof);

Administrative Agent and Lenders are authorized to make the Loans (including Swing Line Loans) and provide the Letter of Credit Accommodations based upon written instructions received from anyone purporting to be a Responsible Officer of Lead Borrower or other authorized person designated by any of such persons from time to time to Administrative Agent (which may be delivered through Administrative Agent’s Commercial Electronic Office Portal or through such other electronic portal provided by the Administrative Agent (the “Portal”)) or, at the discretion of Administrative Agent, if such Revolving Loans are necessary to satisfy any Obligations. All Loans (including Swing Line Loans) and Letter of Credit Accommodations under this Agreement shall be conclusively presumed to have been made to, and at the request of and for the benefit of, any Borrower or Guarantor when deposited to the credit of any Borrower or Guarantor or otherwise disbursed or established in accordance with the instructions of any Borrower or Guarantor or in accordance with the terms and conditions of this Agreement.

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.

The Committee shall establish dates and other conditions for participation in the Plan and making contributions as it deems appropriate. Except as otherwise provided by the Committee, each year an Employee who is an Eligible Employee as of September 30 may thereafter make an election on or prior to the last Business Day of the immediately following November (such election shall be cancelled if the Employee is not an Eligible Employee on the last day such an election may be made) to contribute on a pre-tax basis, through payroll deductions, any combination of the following:

The obligations of ​ hereunder to make Loans, to fund participations in Letters of Credit and to make payments pursuant to [Section 11.04(c)] are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under [Section 11.04(c)] on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or make its payment under [Section 11.04(c)].