Name. The Plan shall be known as the “Energen Corporation Stock Incentive Plan.”

Selling Data. Simultaneous with AYTU’s delivery to TRIS of the Quarterly Payment Report, AYTU shall provide a report to TRIS:

Selling Product. You agree to make no representations or claims about any products beyond those shown on product labels and/or in official NewYou literature. Claims (which include personal testimonials) as to therapeutic, curative or beneficial properties of any NewYou products may not be made except those contained in official NewYou materials. You may not make any claim that Company products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases. Such statements can be perceived as medical or drug claims. Not only do such claims violate this Agreement, but also potentially violates federal and state laws and regulations, including the federal Food, Drug, and Cosmetic Act and Federal Trade Commission Act.

Selling Stockholder:

Material Non-Public Information. Notwithstanding any other provision of this Agreement, the Selling Stockholder and the Forward Purchaser agree that the Selling Stockholder shall not deliver any Forward Placement Notice to the Forward Purchaser at any time at which the Selling Stockholder is in possession of material non-public information with respect to the Company.

“Selling Commission” means three percent (3.0%) of the gross proceeds of Shares sold pursuant to this Agreement, or as otherwise agreed between the Selling Stockholder and the Agent with respect to any Shares sold pursuant to this Agreement by the Selling Stockholder.

Fees. As compensation for services rendered with respect to any sale of Shares by the Selling Stockholder, the Selling Stockholder shall pay to the Agent, on the applicable Settlement Date, the Selling Commission for the applicable Shares of the Selling Stockholder sold (including with respect to any suspended or terminated sale pursuant to Section 3(b)(viii) but only with respect to Shares actually sold by the Agent) by the Agent deducting the Selling Commission from the applicable Issuance Amount.

Settlement of Issuances and Sales by the Selling Stockholder. Subject to the provisions of Section 5, on or before each Settlement Date for the sale of Shares by the Selling Stockholder through the Agent as sales agent, such Shares shall be delivered by the Selling Stockholder to the Agent in book-entry form to the Agent’s account at DTC against payment by the Agent of the net proceeds from the sale of such Shares in same day funds delivered to the account(s) designated by the Selling Stockholder. The Selling Stockholder may sell Shares to the Agent as principal as set forth in a Terms Agreement executed with respect to such sale.

Accuracy of the Representations and Warranties of the Company and the Selling Stockholder; Performance by the Company and the Selling Stockholder. The Company and the Selling Stockholder shall have each delivered any certificates, opinions and letters of counsel and accountants’ letter, as applicable, as required to be delivered pursuant to Section 4 on or before the date on which delivery of such certificate is required pursuant to Section 4 hereof. The Company and the Selling Stockholder shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company or the Selling Stockholder, as applicable, at or prior to such date.

as expeditiously as possible furnish to each selling Stockholder such reasonable numbers of copies of the prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as the selling Stockholder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Shares owned by the selling Stockholder;