Filing a Claim. A Participant or his authorized representative may file a claim for benefits under the Plan (hereafter, referred to as a “Claimant”). Any claim must be in writing and submitted to the Committee at such address as may be specified from time to time. Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to the Claimant.

Importer Security Filing. Seller shall provide Buyer or Buyer’s designated agent in a timely fashion with all the data required to enable Buyer’s compliance with the U.S. Customs’ Importer Security Filing regulation, see 19 CFR Part 149 (the “ISF Rule”) for all of Seller’s ocean shipments of goods to Buyer destined for or passing through a U.S. port. Seller hereby Covenants lo provide Buyer or Buyer’s designated agent with accurate “Data Elements” as defined in and required by the ISF Rule in a timely fashion lo ensure Buyer or Buyer’s designated agent has sufficient opportunity to comply with its filing obligations thereunder.

Conformity with EDGAR Filing. The Prospectus delivered to the Agent for use in connection with the sale of the Placement Shares pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T.

Trademark Filing and Expenses. AYTU shall be solely responsible for the filing, prosecution and maintenance of the AYTU Marks in the Territory and all costs and expenses related thereto, and TRIS shall be solely responsible for the filing, prosecution and maintenance of the TRIS Marks in the Territory and all costs and expenses related thereto.

The Rights Holders have the right, but not the obligation, as shall be agreed among the Rights Holders in writing, using legal counsel of their choice and at their expense, to file, prosecute and maintain patents and patent applications and/or seek other protection for results or innovations within the Rights, provided that the Rights Holders shall always consult with ​ and take reasonable consideration to the views of ​ in connection with such activities, in each case prior to taking actions. The Rights Holders shall pay all licenses, recording, registration, renewal and other similar fees in connection with maintenance of patents and patent applications for results or innovations within the Rights.

Filing for Registrable Securities. The Company shall file with the Commission, within forty five (45) days from the date of this Agreement, a registration statement on Form S-3 or S-1 for the resale of all of the Registrable Securities (“Registration Statement”). The Registration Statement will include 618,860 Registrable Securities for resale by Holder (subject to [Section 2.3(b)] below). The Registration Statement must be declared effective by the Commission within seventy five (75) days from the date of this Agreement. Notwithstanding the foregoing, the Company will use best efforts to file the Registration Statement within thirty (30) days and to have the Registration Statement declared effective by the Commission within sixty (60) days from the date of this Agreement.

Filing and Recording Taxes. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the transfer of the Property to ​ have been paid.

Capital Requirements. If any Lender or any L/C Issuer determines that any Change in Law affecting such Lender or such L/C Issuer or any Lending Office of such Lender or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such L/C Issuer’s capital or on the capital of such Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such L/C Issuer, to a level below that which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such L/C Issuer’s policies and the policies of such Lender’s or such L/C Issuer’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company for any such reduction suffered.

Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof).

Legal Requirements. No Awards shall be granted and the Company shall have no obligation to make any payment under the Plan, whether in Shares, cash, or a combination thereof, unless such payment is, without further action by the Committee, in compliance with all applicable Federal and state laws and regulations, including, without limitation, the Code and Federal and state securities laws.