Common use of Conditions to Virtu’s Obligations Clause in Contracts

Conditions to Virtu’s Obligations. The respective obligations of the Company, the Investment Adviser and the several obligations of Virtu hereunder are subject to the condition that the Registration Statement has become effective and at the Settlement Date no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act and no proceedings with respect thereto shall have been initiated or, to the Company’s knowledge, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to Virtu. The several obligations of Virtu are subject to the following further conditions: (a) The Registration Statement and any Rule 462(b) Registration Statement shall have become effective and shall be available for (i) all sales of Placement Shares issued pursuant to all prior Placement Notices and (ii) the sale of all Placement Shares contemplated to be issued by any Placement Notice. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company or the Investment Adviser of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement or the Prospectus; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the Investment Company Act having been issued and proceedings therefor initiated or, to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any material statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement, related Prospectus or such documents so that, in the case of the Registration Statement, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) Except as contemplated in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized Common Stock of the Company or any Company Material Adverse Effect. (d) Virtu shall have received (i) the favorable opinions of Company Counsel, required to be delivered pursuant to Section 9(n) on or before the date on which such delivery of such opinion is required and (ii) the opinion of Dxxxx Xxxxxx LLP, counsel to Virtu, on or before the date on which Company Counsel is required to deliver an opinion pursuant to Section 9(n), with respect to such matters as Virtu may reasonably require. In rendering such opinion, such counsel may rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. (e) Virtu shall have received the Officer’s Certificates on or before the date on which delivery of such certificate is required pursuant to Section 9(m). (f) Virtu shall have received the Comfort Letter and the CEO/CFO Certificate required to be delivered pursuant to Section 9(o) on or before the date on which such delivery of such letter and certificate are required pursuant to Section 9(o). (g) The Placement Shares shall have been approved for listing on the NYSE, subject only to notice of issuance. (h) Prior to the issuance of the first Placement Notice, FINRA shall have confirmed in writing that it has no objection with respect to the fairness and reasonableness of the sales terms and arrangements. (i) Trading in the Common Stock shall not have been suspended on the NYSE. (j) On each date on which the Company is required to deliver an Officer’s Certificate, counsel for Virtu shall have been furnished with such certificates, letters, opinions and other documents as they may require for the purpose of enabling them to pass upon the issuance and sale of the Shares as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, contained in this Agreement. (k) There shall not have occurred any event that would permit Virtu to terminate this Agreement pursuant to Section 11(a). (l) All filings with the Commission required by Rule 424 under the Securities Act to have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424.

Conditions to Virtu’s Obligations. The respective obligations of the Company, the Investment Adviser and the several obligations of Virtu hereunder are subject to the condition that the Registration Statement has become effective and at the Settlement Date no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act and no proceedings with respect thereto shall have been initiated or, to the Company’s knowledge, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to Virtu. The several obligations of Virtu are subject to the following further conditions: (a) The Registration Statement and any Rule 462(b) Registration Statement shall have become effective and shall be available for (i) all sales of Placement Shares issued pursuant to all prior Placement Notices and (ii) the sale of all Placement Shares contemplated to be issued by any Placement Notice. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company or the Investment Adviser of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement or the Prospectus; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the Investment Company Act having been issued and proceedings therefor initiated or, to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any material statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement, related Prospectus or such documents so that, in the case of the Registration Statement, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) Except as contemplated in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized Common Stock of the Company or any Company Material Adverse Effect. (d) Virtu shall have received (i) the favorable opinions of Company Counsel, required to be delivered pursuant to Section 9(n) on or before the date on which such delivery of such opinion is required and (ii) the opinion of Dxxxx Xxxxxx LLP, counsel to Virtu, on or before the date on which Company Counsel is required to deliver an opinion pursuant to Section 9(n), with respect to such matters as Virtu may reasonably require. In rendering such opinion, such counsel may rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. (e) Virtu shall have received the Officer’s Certificates on or before the date on which delivery of such certificate is required pursuant to Section 9(m). (f) Virtu shall have received the Comfort Letter and the CEO/CFO Certificate required to be delivered pursuant to Section 9(o) on or before the date on which such delivery of such letter and certificate are required pursuant to Section 9(o). (g) The Placement Shares shall have been approved for listing on the NYSENYSE American, subject only to notice of issuance. (h) Prior to the issuance of the first Placement Notice, FINRA shall have confirmed in writing that it has no objection with respect to the fairness and reasonableness of the sales terms and arrangements. (i) Trading in the Common Stock shall not have been suspended on the NYSENYSE American. (j) On each date on which the Company is required to deliver an Officer’s Certificate, counsel for Virtu shall have been furnished with such certificates, letters, opinions and other documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Shares as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, contained in this Agreement. (k) There shall not have occurred any event that would permit Virtu to terminate this Agreement pursuant to Section 11(a). (l) All filings with the Commission required by Rule 424 under the Securities Act to have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424.

Conditions to Virtu’s Obligations. The respective obligations of the Company, the Investment Adviser and the several obligations of Virtu hereunder are subject to the condition that the Registration Statement has become effective and at the Settlement Date no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act and no proceedings with respect thereto shall have been initiated or, to the Company’s knowledge, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to Virtu. The several obligations of Virtu are subject to the following further conditions: (a) The Registration Statement and any Rule 462(b) Registration Statement shall have become effective and shall be available for (i) all sales of Placement Shares issued pursuant to all prior Placement Notices and (ii) the sale of all Placement Shares contemplated to be issued by any Placement Notice. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company or the Investment Adviser of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement or the Prospectus; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the Investment Company Act having been issued and proceedings therefor initiated or, to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any material statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement, related Prospectus or such documents so that, in the case of the Registration Statement, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) Except as contemplated in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized Common Stock of the Company or any Company Material Adverse Effect. (d) Virtu shall have received (i) the favorable opinions of Company Counsel, required to be delivered pursuant to Section 9(n) on or before the date on which such delivery of such opinion is required and (ii) the opinion of Dxxxx Xxxxx Xxxxxx LLP, counsel to Virtu, on or before the date on which Company Counsel is required to deliver an opinion pursuant to Section 9(n), with respect to such matters as Virtu may reasonably require. In rendering such opinion, such counsel may rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. (e) Virtu shall have received the Officer’s Certificates (as defined below) on or before the date on which delivery of such certificate is required pursuant to Section 9(m). (f) Virtu shall have received the Comfort Letter (as defined below) and the CEO/CFO Certificate (as defined below) required to be delivered pursuant to Section 9(o) on or before the date on which such delivery of such letter and certificate are required pursuant to Section 9(o). (g) The Placement Shares shall have been approved for listing on the NYSE, subject only to notice of issuance. (h) Prior to the issuance of the first Placement Notice, FINRA shall have confirmed in writing that it has no objection with respect to the fairness and reasonableness of the sales terms and arrangements. (i) Trading in the Common Stock shall not have been suspended on the NYSE. (j) On each date on which the Company is required to deliver an Officer’s Certificate, counsel for Virtu shall have been furnished with such certificates, letters, opinions and other documents as they may require for the purpose of enabling them to pass upon the issuance and sale of the Shares as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, contained in this Agreement. (k) There shall not have occurred any event that would permit Virtu to terminate this Agreement pursuant to Section 11(a). (l) All filings with the Commission required by Rule 424 under the Securities Act to have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424.

Conditions to Virtu’s Obligations. The respective obligations of the Company, the Investment Adviser and the several obligations of Virtu hereunder are subject to the condition that the Registration Statement has become effective and at the Settlement Date no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act and no proceedings with respect thereto shall have been initiated or, to the Company’s knowledge, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to Virtu. The several obligations of Virtu are subject to the following further conditions: (a) The Registration Statement and any Rule 462(b) Registration Statement shall have become effective and shall be available for (i) all sales of Placement Shares issued pursuant to all prior Placement Notices and (ii) the sale of all Placement Shares contemplated to be issued by any Placement Notice. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company or the Investment Adviser of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement or the Prospectus; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the Investment Company Act having been issued and proceedings therefor initiated or, to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any material statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement, related Prospectus or such documents so that, in the case of the Registration Statement, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) Except as contemplated in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized Common Stock of the Company or any Company Material Adverse Effect. (d) Virtu shall have received (i) the favorable opinions of Company Counsel, required to be delivered pursuant to Section 9(n) on or before the date on which such delivery of such opinion is required and (ii) the opinion of Dxxxx Xxxxx Xxxxxx LLP, counsel to Virtu, on or before the date on which Company Counsel is required to deliver an opinion pursuant to Section 9(n), with respect to such matters as Virtu may reasonably require. In rendering such opinion, such counsel may rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. (e) Virtu shall have received the Officer’s Certificates on or before the date on which delivery of such certificate is required pursuant to Section 9(m). (f) Virtu shall have received the Comfort Letter and the CEO/CFO Certificate required to be delivered pursuant to Section 9(o) on or before the date on which such delivery of such letter and certificate are required pursuant to Section 9(o). (g) The Placement Shares shall have been approved for listing on the NYSENYSE American, subject only to notice of issuance. (h) Prior to the issuance of the first Placement Notice, FINRA shall have confirmed in writing that it has no objection with respect to the fairness and reasonableness of the sales terms and arrangements. (i) Trading in the Common Stock shall not have been suspended on the NYSENYSE American. (j) On each date on which the Company is required to deliver an Officer’s Certificate, counsel for Virtu shall have been furnished with such certificates, letters, opinions and other documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Shares as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, contained in this Agreement. (k) There shall not have occurred any event that would permit Virtu to terminate this Agreement pursuant to Section 11(a). (l) All filings with the Commission required by Rule 424 under the Securities Act to have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424.