Conditions to Shareholders’ Obligations. The obligations of Shareholders under this Agreement, (including, without limitation, the obligation to transfer the AUFP Equity in exchange for the ​ Shares) shall be subject to satisfaction of the following conditions, unless waived by Shareholders: # AUFP and ​ shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; # all of the representations and warranties of AUFP and ​ herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; # AUFP and ​ shall have executed and delivered to Shareholders all documents necessary to issue the ​ Shares to Shareholders, as contemplated by this Agreement (including those documents described in Section 3(d)); and # AUFP and ​ shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of AUFP and ​, respectively.

Conditions to ​’ Obligations. The obligations of ​ under this Agreement, (including, without limitation, the obligation to issue the ​ Shares in exchange for the transfer by Shareholders of the AUFP Shares) shall be subject to satisfaction of the following conditions, unless waived by ​: # Shareholders and AUFP shall have performed in all respects all agreements, and satisfied in all respects all conditions on their part to be performed or satisfied hereunder, at or prior to the Closing; # all of the representations and warranties of Shareholders and AUFP herein shall have been true and correct in all material respects when made, shall have continued to have been true and correct in all material respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; # Shareholders and AUFP shall have executed and delivered to ​ all documents necessary to transfer the AUFP Shares to ​, as contemplated by this Agreement (including those documents described in Section 3(d)); and # Shareholders and AUFP shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of AUFP and ​, respectively.