Closing Certificate with respect to the July 1, 2021 Asset Purchase Agreement, dated September 29, 2021 by and between Aytu BioPharma, Inc. and UAB Caerus Biotechnologies

On 1 July 2021, the Parties entered into the Asset Purchase Agreement regarding the purchase of MiOXSYS Analyzer, MiOXSYS Sensors as well as all IP, know-how, copyrights, technical information and similar rights pertaining to MiOXSYS Analyzer and or MiOXSYS Sensors (the “Agreement”), whereby the Buyer agreed to purchase from the Seller MiOXSYS Analyzer, MiOXSYS Sensors as well as all IP, know-how, copyrights, technical information and similar rights pertaining to MiOXSYS Analyzer and or MiOXSYS Sensors, subject to the fulfilment of the Conditions Precedent;

The Parties are willing to proceed with the Closing at the date designated as the Closing Date by the Parties in writing; and

In accordance with Section 5.1.5 of the Agreement at the Closing the Parties have to execute a closing certificate whereby the Parties have to confirm that all the Conditions Precedent have been satisfied or otherwise exist on the Closing Date or have been waived by the relevant Party,

DEFINITIONS AND REFERENCES

The capitalised terms used and not defined in this Closing Certificate shall have the meanings given to them in the Agreement, as applicable.

References made in this Closing Certificate are references to the Agreement, unless this Closing Certificate indicates otherwise.

DESIGNATION OF THE CLOSING DATE

REPRESENTATIONS AND WARRANTIES

The Seller represents and warrants that on the Closing Date none of the Seller’s Warranties set forth in Section 8 of the Agreement is incorrect or misleading in any material respect and

SATISFACTION OF THE CONDITIONS PRECEDENT

The Buyer hereby confirms that the Conditions Precedent indicated in Section 2.2 of the Agreement have been partly satisfied until the Closing. The Buyer accepts the partial fulfilment thereof.

The Buyer and the Seller consent that part of the Conditions Precedent indicated in Section 2.2 that were not implemented before Closing Date will be fulfilled in accordance with a separate document - a Promissory Note. The Promissory Note will be signed by both Parties and will specify the rules pertaining to accomplishment of the remaining Conditions Precedent.

The Parties hereby confirm that all and any Conditions Precedent indicated in Section 2.2 of the Agreement, excluding the ones that will be agreed in the Promissory Note, had been fully satisfied until the Closing and the Parties accept the fulfilment thereof.

ACTIONS TAKEN AT THE CLOSING BEFORE AND AFTER SIGNING AND EXECUTION OF THE CLOSING CERTIFICATE

With due regard to Section 4.2 of this Closing Certificate the Parties hereby confirm to each other, that, on the Closing Date, all Conditions Precedent have occurred or the fulfilment thereof will be agreed in the Promissory Note and, hence, the Parties treat that on the date of signing this Closing Certificate the Closing in line with Section 5.1 of the Agreement occurred.

FINAL PROVISIONS

This Closing Certificate has been signed in the English language by the Parties and it shall be deemed integral part of the transaction consummated by the Agreement and cannot be interpreted separately from the Agreement.

This Closing Certificate shall be governed by and construed in accordance with laws of Switzerland.