Conditions to Parties’ Obligations. The obligations of Purchaser and Sellers under this Agreement are subject to satisfaction of the following conditions precedent on or before the Closing Date, any one or more of which may be waived (but only in writing) by Purchaser and Sellers:

Conditions to Obligations of Buyer Parties. In addition to the conditions specified in [Section 6.1], the obligations of the Buyer Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or written waiver (by Parent) of the following conditions:

Conditions to ​’s Obligations. ​’s obligation to issue and sell the Securities to ​ shall be subject to: # the delivery by ​, in accordance with the provisions of this Agreement, of the purchase price for the Securities being purchased hereunder as set forth on the Signature Page and # the accuracy of the representations and warranties made by ​ in this Agreement and the fulfillment of those undertakings of ​ in this Agreement to be fulfilled prior to the Closing Date.

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 of UBI. The obligations of UBI to effect the Acquisition are further subject to the following conditions:

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Shares and Warrant to be issued to the Investor at the Closing is subject to the fulfillment, to the Investor’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions:

Section # Conditions to the Obligations of the Backstop Parties. The obligations of each of the Backstop Parties to effect the Closing shall be subject to the following conditions:

Additional Conditions to Obligations of Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are also subject to the satisfaction or waiver in writing at or prior to the Closing Date of the following conditions.

Third Parties. Nothing in this Agreement, whether express or implied, is intended to: # confer any benefits, rights or remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; # relieve or discharge the obligation or liability of any person not an express party to this Agreement; or # give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.

Multiple Parties. If more than one person or entity is named herein as Tenant, such multiple parties shall have joint and several responsibility to comply with the terms of this Lease.