Common use of No Misstatement or Omission Clause in Contracts

No Misstatement or Omission. At the respective times that the Registration Statement and any amendments thereto became effective and at each deemed Effective Date with respect to Virtu, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the respective times the Prospectus or any amendment or supplement thereto is filed pursuant to Rule 424(b) or issued, as of the date hereof, as of each Applicable Time and at any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of the Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding paragraphs of this Section 6(a) do not apply to statements in or omissions from the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Partnership by Virtu expressly for use therein. For purposes of each offering of the Securities under this Agreement that is not a firm commitment underwriting, the Partnership will be an “ineligible issuer” (as defined in Rule 405 of the Securities Act) as of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. The copies of the Registration Statement and any amendments thereto, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to Virtu in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus that has not been superseded or modified.

No Misstatement or Omission. At As of (i) the respective times that time of filing of the Registration Statement and any amendments thereto became effective and at each deemed Effective Date with respect to Virtu(ii) as of the date of this Agreement, the Registration Statement Company was not an “ineligible issuer” in connection with the offering of the Placement Shares pursuant to Rules 164, 405 and any amendments thereto 433 under the Securities Act. The Company agrees to notify the Sales Agent promptly upon the Company becoming an “ineligible issuer.” The Prospectus when filed will comply or complied and and, as amended or supplemented, if applicable, will comply in all material respects with the requirements Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it becomes effective, and as of each Applicable Time, if any, will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and and, as of each Applicable Time, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the respective times the Prospectus The Prospectus, as amended or any amendment or supplement thereto is filed pursuant to Rule 424(b) or issuedsupplemented, as of the date hereofits date, did not and, as of each Applicable Time and at Time, if any, will not contain any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of the Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding paragraphs of this Section 6(a) sentences do not apply to statements in or omissions from the Registration Statement, the Prospectus any Rule 462(b) Registration Statement, or any Issuer Free Writing Prospectus post-effective amendment thereto, or the Prospectus, or any amendment amendments or supplement to any of the foregoing supplements thereto, made in reliance upon and in conformity with written information furnished to the Partnership Company in writing by Virtu the Sale Agent expressly for use therein. For purposes of each offering The parties hereto agree that the information provided in writing by or on behalf of the Securities under this Agreement that is not a firm commitment underwriting, the Partnership will be an “ineligible issuer” (as defined Sales Agent expressly for use in Rule 405 of the Securities Act) as of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. The copies of the Registration Statement and Statement, any amendments Rule 462(b) Registration Statement, or any post-effective amendment thereto, each Issuer Free Writing Prospectus that is required to be filed with or the Commission pursuant to Rule 433 and the Prospectus and Prospectus, or any amendments or supplements to any thereto, consists solely of the foregoing, that have been or subsequently are delivered material referred to Virtu in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing ProspectusSchedule 5 hereto, as of its issue date and at all subsequent times through updated from time to time. There are no contracts or other documents required to be described in the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts Prospectus or will conflict with the information contained in to be filed as exhibits to the Registration Statement or the Prospectus that has which have not been superseded described or modifiedfiled as required. 1 Note: Reps and warranties remain under review by Mxxxx regulatory and IP specialists.

No Misstatement or Omission. At Each preliminary prospectus and the respective times that Prospectus when filed complied in all material respects with the Securities Act and, if filed by electronic transmission pursuant to XXXXX, was identical (except as may be permitted by Regulation S‑T under the Securities Act) to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Offered Shares. Each of the Registration Statement and any amendments thereto post-effective amendment thereto, at the time it became or becomes effective and at each deemed Effective Date with respect to Virtuall subsequent times, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the respective times Applicable Time, the Time of Sale Prospectus or any amendment or supplement thereto is filed pursuant to Rule 424(b) or issueddid not, and at the time of each sale of the Offered Shares and at the First Closing Date (as defined in ‎Section 2), the Time of Sale Prospectus, as of then amended or supplemented by the date hereofCompany, as of each Applicable Time and at if applicable, will not, contain any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of the Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and (as then amended or supplemented) at all subsequent times, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the three immediately preceding paragraphs of this Section 6(a) sentences do not apply to statements in or omissions from the Registration StatementStatement or any post-effective amendment thereto, or the Prospectus or any Issuer Free Writing Prospectus the Time of Sale Prospectus, or any amendment amendments or supplement to any of the foregoing supplements thereto, made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Partnership Company in writing by Virtu the Representatives expressly for use therein. For purposes of each offering , it being understood and agreed that the only such information consists of the Securities under this Agreement that is not a firm commitment underwriting, information described in ‎Section 9(b) below. There are no contracts or other documents required to be described in the Partnership will Time of Sale Prospectus or the Prospectus or to be filed as an “ineligible issuer” (as defined in Rule 405 of the Securities Act) as of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. The copies of exhibit to the Registration Statement and any amendments thereto, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that which have been or subsequently are delivered to Virtu in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus that has not been superseded described or modifiedfiled as required.

No Misstatement or Omission. At the respective times that the Registration Statement and any amendments thereto became effective and at each deemed Effective Date with respect to VirtuThe Prospectus when filed complied and, the Registration Statement and any amendments thereto complied and as amended or supplemented, if applicable, will comply in all material respects with the requirements Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, complied and as of each of the Settlement Dates, if any, complied in all material respects with the Securities Act and (other than the Securities Act Regulations Prospectus and any amendments and supplements thereto, which are addressed in the next sentence) did not and and, as of each Settlement Date, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the respective times the Prospectus The Prospectus, as amended or any amendment or supplement thereto is filed pursuant to Rule 424(b) or issuedsupplemented, as of the date hereofits date, did not and, as of each Applicable Time and at any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of the Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise)Settlement Dates, neither the Prospectus nor if any, will not contain any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding paragraphs of this Section 6(a) sentences do not apply to statements in or omissions from the Registration Statement, the Prospectus any Rule 462(b) Registration Statement, or any Issuer Free Writing Prospectus post-effective amendment thereto, or the Prospectus, or any amendment amendments or supplement to any of the foregoing supplements thereto, made in reliance upon and in conformity with written information relating to Cowen furnished to the Partnership Company in writing by Virtu Cowen expressly for use therein. For purposes of each offering of There are no contracts or other documents required to be described in the Securities under this Agreement that is not a firm commitment underwriting, the Partnership will Prospectus or to be an “ineligible issuer” (filed as defined in Rule 405 of the Securities Act) as of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. The copies of exhibits to the Registration Statement and any amendments thereto, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that which have been or subsequently are delivered to Virtu in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus that has not been superseded described or modifiedfiled as required.

No Misstatement or Omission. At the respective times that the Registration Statement and any amendments thereto became effective and at each deemed Effective Date with respect to VirtuThe Prospectus when filed complied and, the Registration Statement and any amendments thereto complied and as amended or supplemented, if applicable, will comply in all material respects with the requirements Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each of the Settlement Dates, if any, complied in all material respects with the Securities Act and at the Securities Act Regulations time it became effective or its date, as applicable, and as of each Settlement Date, if any, did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or with respect to the Prospectus, necessary to make the statements therein in the light of the circumstances under which they were made, not misleading. At the respective times the Prospectus The Prospectus, as amended or any amendment or supplement thereto is filed pursuant to Rule 424(b) or issuedsupplemented, as of the date hereofits date, and as of each Applicable Time and at any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of the Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise)Settlement Dates, neither the Prospectus nor if any, will not contain any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding paragraphs of this Section 6(a) sentences do not apply to statements in or omissions from the Registration Statement, the Prospectus any Rule 462(b) Registration Statement, or any Issuer Free Writing Prospectus post-effective amendment thereto, or the Prospectus, or any amendment amendments or supplement to any of the foregoing supplements thereto, made in reliance upon and in conformity with written information relating to the Agents furnished to the Partnership Company in writing by Virtu the Agents expressly for use therein. For purposes of each offering of There are no contracts or other documents required to be described in the Securities under this Agreement that is not a firm commitment underwriting, the Partnership will Prospectus or to be an “ineligible issuer” (filed as defined in Rule 405 of the Securities Act) as of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. The copies of exhibits to the Registration Statement and any amendments thereto, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that which have been or subsequently are delivered to Virtu in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus that has not been superseded described or modifiedfiled as required.

No Misstatement or Omission. At the respective times that the Registration Statement and any amendments thereto became effective and at each deemed Effective Date with respect to Virtu, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the respective times the Prospectus or any amendment or supplement thereto is filed pursuant to Rule 424(b) or issued, as of the date hereof, as of each Applicable Time and at any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of the Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding paragraphs of this Section 6(a6(b) do not apply to statements in or omissions from the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Partnership Company by Virtu expressly for use therein. For purposes of each offering of the Securities under this Agreement that is not a firm commitment underwriting, the Partnership will be an “ineligible issuer” (as defined in Rule 405 of the Securities Act) as of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. The copies of the Registration Statement and any amendments thereto, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to Virtu in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXXEDXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus that has not been superseded or modified.

No Misstatement or Omission. At As of (i) the respective times that time of filing of the Registration Statement and any amendments thereto became effective and at each deemed Effective Date with respect to Virtu(ii) as of the date of this Agreement, the Registration Statement Company was not an “ineligible issuer” in connection with the offering of the Placement Shares pursuant to Rules 164, 405 and any amendments thereto 433 under the Securities Act. The Company agrees to notify the Sales Agent promptly upon the Company becoming an “ineligible issuer.” The Prospectus when filed will comply or complied and and, as amended or supplemented, if applicable, will comply in all material respects with the requirements Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it becomes effective, and as of each Applicable Time, if any, will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and and, as of each Applicable Time, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the respective times the Prospectus The Prospectus, as amended or any amendment or supplement thereto is filed pursuant to Rule 424(b) or issuedsupplemented, as of the date hereofits date, did not and, as of each Applicable Time and at Time, if any, will not contain any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of the Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding paragraphs of this Section 6(a) sentences do not apply to statements in or omissions from the Registration Statement, the Prospectus any Rule 462(b) Registration Statement, or any Issuer Free Writing Prospectus post-effective amendment thereto, or the Prospectus, or any amendment amendments or supplement to any of the foregoing supplements thereto, made in reliance upon and in conformity with written information furnished to the Partnership Company in writing by Virtu the Sale Agent expressly for use therein. For purposes of each offering The parties hereto agree that the information provided in writing by or on behalf of the Securities under this Agreement that is not a firm commitment underwriting, the Partnership will be an “ineligible issuer” (as defined Sales Agent expressly for use in Rule 405 of the Securities Act) as of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. The copies of the Registration Statement and Statement, any amendments Rule 462(b) Registration Statement, or any post-effective amendment thereto, each Issuer Free Writing Prospectus that is required to be filed with or the Commission pursuant to Rule 433 and the Prospectus and Prospectus, or any amendments or supplements to any thereto, consists solely of the foregoing, that have been or subsequently are delivered material referred to Virtu in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing ProspectusSchedule 5 hereto, as of its issue date and at all subsequent times through updated from time to time. There are no contracts or other documents required to be described in the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts Prospectus or will conflict with the information contained in to be filed as exhibits to the Registration Statement or the Prospectus that has which have not been superseded described or modifiedfiled as required. 1 Note: reps and warranties remain under review by Xxxxx regulatory and IP specialists.

No Misstatement or Omission. At As of (i) the respective times that time of filing of the Registration Statement and any amendments thereto became effective and at each deemed Effective Date with respect to Virtu(ii) as of the date of this Agreement, the Registration Statement Company was not an “ineligible issuer” in connection with the offering of the Placement Shares pursuant to Rules 164, 405 and any amendments thereto 433 under the Securities Act. The Company agrees to notify the Agent promptly upon the Company becoming an “ineligible issuer.” The Prospectus when filed will comply or complied and and, as amended or supplemented, if applicable, will comply in all material respects with the requirements Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it becomes effective, and as of each Applicable Time, if any, will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and and, as of each Applicable Time, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the respective times the Prospectus The Prospectus, as amended or any amendment or supplement thereto is filed pursuant to Rule 424(b) or issuedsupplemented, as of the date hereofits date, did not and, as of each Applicable Time and at Time, if any, will not contain any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of the Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding paragraphs of this Section 6(a) sentences do not apply to statements in or omissions from the Registration Statement, the Prospectus any Rule 462(b) Registration Statement, or any Issuer Free Writing Prospectus post-effective amendment thereto, or the Prospectus, or any amendment amendments or supplement to any of the foregoing supplements thereto, made in reliance upon and in conformity with written information furnished to the Partnership Company in writing by Virtu the Agent expressly for use therein. For purposes of each offering The parties hereto agree that the information provided in writing by or on behalf of the Securities under this Agreement that is not a firm commitment underwriting, the Partnership will be an “ineligible issuer” (as defined Agent expressly for use in Rule 405 of the Securities Act) as of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. The copies of the Registration Statement and Statement, any amendments Rule 462(b) Registration Statement, or any post-effective amendment thereto, each Issuer Free Writing Prospectus that is required to be filed with or the Commission pursuant to Rule 433 and the Prospectus and Prospectus, or any amendments or supplements to any thereto, consists solely of the foregoing, that have been or subsequently are delivered material referred to Virtu in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing ProspectusSchedule 5 hereto, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus that has not been superseded or modifiedupdated from time to time.

No Misstatement or Omission. At the respective times that Each part of the Registration Statement and Statement, when such part becomes effective, at any amendments thereto became deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and at each deemed Effective Date Applicable Time and Settlement Date, and the Prospectus, on the date of filing thereof with respect to Virtuthe Commission and at each Applicable Time and Settlement Date, the Registration Statement and any amendments thereto complied and conformed or will comply conform in all material respects with the requirements of the Securities Act and the Securities Act Regulations Rules and Regulations, except that financial statements of VBI Vaccines (Delaware) Inc., a Delaware corporation (“VBI Delaware”), for the quarterly period ended March 31, 2016, which were not required to be filed with the Commission by VBI Delaware following its filing of Form 15 with the Commission, but which may be required to be included or incorporated by reference in the Registration Statement, have not been filed with the Commission as of the date hereof but will be filed, if required, prior to the effective date of the Registration Statement; each part of the Registration Statement, when such part becomes effective, did not and or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At ; and the respective times Prospectus, on the date of filing thereof with the Commission, and the Prospectus and the applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and with respect to any amendment or supplement thereto is filed pursuant to Rule 424(bShares, together with the public offering price of such Shares, the “Disclosure Package”) or issued, as of the date hereof, as of and at each Applicable Time and at any time when a prospectus is required (orSettlement Date, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of the Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements thereto included did not or will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in ; except that the preceding paragraphs of this Section 6(a) do foregoing shall not apply to statements in or omissions from in any such document made in reliance on information furnished in writing to the Company by Canaccord intended for use in the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus Prospectus, or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Partnership by Virtu expressly for use therein. For purposes of each offering of the Securities under this Agreement that is not a firm commitment underwriting, the Partnership will be an “ineligible issuer” (as defined in Rule 405 of the Securities Act) as of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. The copies of the Registration Statement and any amendments thereto, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to Virtu in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus that has not been superseded or modified.

No Misstatement or Omission. At the respective times that the Registration Statement and any amendments thereto became effective and at each deemed Effective Date with respect to VirtuBRFBR, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the respective times the Prospectus or any amendment or supplement thereto is filed pursuant to Rule 424(b) or issued, as of the date hereof, as of each Applicable Time and at any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of the Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding paragraphs of this Section 6(a6(b) do not apply to statements in or omissions from the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Partnership by Virtu BRFBR expressly for use therein. For purposes of each offering of the Securities under this Agreement that is not a firm commitment underwriting, the Partnership will be an “ineligible issuer” (as defined in Rule 405 of the Securities Act) as of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. The copies of the Registration Statement and any amendments thereto, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to Virtu BRFBR in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXXXXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the UnderwritersBRFBR, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus that has not been superseded or modified.

No Misstatement or Omission. At the respective times that the Registration Statement and any amendments thereto became effective and at each deemed Effective Date with respect to Virtuany Agent, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the respective times the Prospectus or any amendment or supplement thereto is filed pursuant to Rule 424(b) or issued, as of the date hereof, as of each Applicable Time and at any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of the Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding paragraphs of this Section 6(a6(b) do not apply to statements in or omissions from the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Partnership Company by Virtu the Agents or England expressly for use therein. For purposes of each offering of the Securities under this Agreement that is not a firm commitment underwriting, the Partnership will be an “ineligible issuer” (as defined in Rule 405 of the Securities Act) as of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. The copies of the Registration Statement and any amendments thereto, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to Virtu the Agents in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXXXXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the UnderwritersAgents, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the SecuritiesSecurities or until any earlier date that the Company provides written notice to the Agents, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus that has not been superseded or modified.

No Misstatement or Omission. At As of (i) the respective times that time of filing of the Registration Statement and any amendments thereto became effective and at each deemed Effective Date with respect to Virtu(ii) as of the date of this Agreement, the Registration Statement Company was not an “ineligible issuer” in connection with the offering of the Placement Shares pursuant to Rules 164, 405 and any amendments thereto 433 under the Securities Act. The Company agrees to notify the Sales Agents promptly upon the Company becoming an “ineligible issuer.” The Prospectus when filed will comply or complied and and, as amended or supplemented, if applicable, will comply in all material respects with the requirements Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it becomes effective, and as of each Applicable Time, if any, will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and and, as of each Applicable Time, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the respective times the Prospectus The Prospectus, as amended or any amendment or supplement thereto is filed pursuant to Rule 424(b) or issuedsupplemented, as of the date hereofits date, did not and, as of each Applicable Time and at Time, if any, will not contain any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of the Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding paragraphs of this Section 6(a) sentences do not apply to statements in or omissions from the Registration Statement, the Prospectus any Rule 462(b) Registration Statement, or any Issuer Free Writing Prospectus post-effective amendment thereto, or the Prospectus, or any amendment amendments or supplement to any of the foregoing supplements thereto, made in reliance upon and in conformity with written information furnished to the Partnership Company in writing by Virtu the Sale Agent expressly for use therein. For purposes of each offering The parties hereto agree that the information provided in writing by or on behalf of the Securities under this Agreement that is not a firm commitment underwriting, the Partnership will be an “ineligible issuer” (as defined Sales Agents expressly for use in Rule 405 of the Securities Act) as of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. The copies of the Registration Statement and Statement, any amendments Rule 462(b) Registration Statement, or any post-effective amendment thereto, each Issuer Free Writing Prospectus that is required to be filed with or the Commission pursuant to Rule 433 and the Prospectus and Prospectus, or any amendments or supplements to any thereto, consists solely of the foregoing, that have been or subsequently are delivered material referred to Virtu in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing ProspectusSchedule 5 hereto, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus that has not been superseded or modifiedupdated from time to time.

No Misstatement or Omission. At As of (i) the respective times that time of filing of the Registration Statement and any amendments thereto became effective and at (ii) as of each deemed Effective Date with respect to VirtuApplicable Time, the Registration Statement Company was not an “ineligible issuer” in connection with the offering of the Placement Shares pursuant to Rules 164, 405 and any amendments thereto 433 under the Securities Act. The Company agrees to notify the Sales Agent promptly upon the Company becoming an “ineligible issuer.” The Prospectus when filed will comply or complied and and, as amended or supplemented, if applicable, will comply in all material respects with the requirements Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it becomes effective, and as of each Applicable Time, if any, will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and and, as of each Applicable Time, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the respective times the Prospectus The Prospectus, as amended or any amendment or supplement thereto is filed pursuant to Rule 424(b) or issuedsupplemented, as of the date hereofits date, did not and, as of each Applicable Time and at Time, if any, will not contain any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of the Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding paragraphs of this Section 6(a) sentences do not apply to statements in or omissions from the Registration Statement, the Prospectus any Rule 462(b) Registration Statement, or any Issuer Free Writing Prospectus post-effective amendment thereto, or the Prospectus, or any amendment amendments or supplement to any of the foregoing supplements thereto, made in reliance upon and in conformity with written information furnished to the Partnership Company in writing by Virtu the Sale Agent expressly for use therein. For purposes of each offering The parties hereto agree that the information provided in writing by or on behalf of the Securities under this Agreement that is not a firm commitment underwriting, the Partnership will be an “ineligible issuer” (as defined Sales Agent expressly for use in Rule 405 of the Securities Act) as of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. The copies of the Registration Statement and Statement, any amendments Rule 462(b) Registration Statement, or any post-effective amendment thereto, each Issuer Free Writing Prospectus that is required to be filed with or the Commission pursuant to Rule 433 and the Prospectus and Prospectus, or any amendments or supplements to any thereto, consists solely of the foregoing, that have been or subsequently are delivered material referred to Virtu in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing ProspectusSchedule 4 hereto, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus that has not been superseded or modifiedupdated from time to time.

No Misstatement or Omission. At the respective times that Each part of the Registration Statement Statement, when such part became or becomes effective, at any deemed effective date pursuant to Form F-10, the U.S. Securities Act and any amendments thereto became effective the Rules and Regulations on the date of filing thereof with the SEC and at each deemed Effective Date Applicable Time and Settlement Date, and the U.S. Prospectus, on the date of filing thereof with respect to Virtuthe SEC and at each Applicable Time and Settlement Date, the Registration Statement and any amendments thereto complied and conformed in all material respects or will comply conform in all material respects with the requirements of the Securities Act Rules and Regulations; each part of the Securities Act Regulations and Registration Statement, when such part became or becomes effective, did not and or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At ; and the respective times the Prospectus or any amendment or supplement thereto is filed pursuant to Rule 424(b) or issuedU.S. Prospectus, as of on the date hereofof filing thereof with the SEC, as and the U.S. Prospectus and the applicable Issuer Free Writing Prospectus(es), if any, issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Placement Shares, together with the applicable sale price of such Placement Shares, the “Disclosure Package”) and at each Applicable Time and at any time when a prospectus is required (orSettlement Date, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of the Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements thereto included did not or will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in ; except that the preceding paragraphs of this Section 6(a) do foregoing shall not apply to statements in or omissions from in any such document made in reliance on information furnished in writing to the Corporation by or on behalf of the Agents expressly stating that such information is intended for use in the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus U.S. Prospectus, or any amendment or supplement to thereto, it being understood and agreed that the only such information furnished by any Agent consists of the foregoing made information described as such in reliance upon and in conformity with written information furnished to the Partnership by Virtu expressly for use therein. For purposes of each offering of the Securities under this Agreement that is not a firm commitment underwriting, the Partnership will be an “ineligible issuer” (as defined in Rule 405 of the Securities Act) as of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. The copies of the Registration Statement and any amendments thereto, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to Virtu in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus that has not been superseded or modifiedSection 12.1 hereof.

No Misstatement or Omission. At the respective times that the Registration Statement and any amendments thereto became effective and at each deemed Effective Date with respect to VirtuThe Prospectus when filed complied and, the Registration Statement and any amendments thereto complied and as amended or supplemented, if applicable, will comply in all material respects with the requirements Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it becomes effective or its date, as applicable, will comply, and as of each of the Settlement Dates, if any, will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and and, as of each Settlement Date, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the respective times the Prospectus The Prospectus, as amended or any amendment or supplement thereto is filed pursuant to Rule 424(b) or issuedsupplemented, as of the date hereofits date, did not and, as of each Applicable Time and at any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of the Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise)Settlement Dates, neither the Prospectus nor if any, will not contain any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding paragraphs of this Section 6(a) sentences do not apply to statements in or omissions from the Registration Statement, the Prospectus any Rule 462(b) Registration Statement, or any Issuer Free Writing Prospectus post-effective amendment thereto, or the Prospectus, or any amendment amendments or supplement to any of the foregoing supplements thereto, made in reliance upon and in conformity with written information relating to Cowen furnished to the Partnership Company in writing by Virtu Cowen expressly for use therein. For purposes of each offering of There ACTIVE/123217397.8 are no contracts or other documents required to be described in the Securities under this Agreement that is not a firm commitment underwriting, the Partnership will Prospectus or to be an “ineligible issuer” (filed as defined in Rule 405 of the Securities Act) as of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. The copies of exhibits to the Registration Statement and any amendments thereto, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that which have been or subsequently are delivered to Virtu in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus that has not been superseded described or modifiedfiled as required.

No Misstatement or Omission. At As of (i) the respective times that time of filing of the Registration Statement and any amendments thereto became effective and at each deemed Effective Date with respect to Virtu(ii) as of the date of this Agreement, the Registration Statement Company was not an “ineligible issuer” in connection with the offering of the Placement ADSs pursuant to Rules 164, 405 and any amendments thereto 433 under the Securities Act. The Company agrees to notify the Sales Agent promptly upon the Company becoming an “ineligible issuer.” The Prospectus when filed will comply or complied and and, as amended or supplemented, if applicable, will comply in all material respects with the requirements Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it becomes effective, and as of each Applicable Time, if any, will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and and, as of each Applicable Time, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the respective times the Prospectus The Prospectus, as amended or any amendment or supplement thereto is filed pursuant to Rule 424(b) or issuedsupplemented, as of the date hereofits date, did not and, as of each Applicable Time and at Time, if any, will not contain any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of the Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding paragraphs of this Section 6(a) sentences do not apply to statements in or omissions from the Registration Statement, the Prospectus any Rule 462(b) Registration Statement, or any Issuer Free Writing Prospectus post-effective amendment thereto, or the Prospectus, or any amendment amendments or supplement to any of the foregoing supplements thereto, made in reliance upon and in conformity with written information furnished to the Partnership Company in writing by Virtu the Sale Agent expressly for use therein. For purposes of each offering The parties hereto agree that the information provided in writing by or on behalf of the Securities under this Agreement that is not a firm commitment underwriting, the Partnership will be an “ineligible issuer” (as defined Sales Agent expressly for use in Rule 405 of the Securities Act) as of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. The copies of the Registration Statement and Statement, any amendments Rule 462(b) Registration Statement, or any post-effective amendment thereto, each Issuer Free Writing Prospectus that is required to be filed with or the Commission pursuant to Rule 433 and the Prospectus and Prospectus, or any amendments or supplements to any thereto, consists solely of the foregoing, that have been or subsequently are delivered material referred to Virtu in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing ProspectusSchedule 5 hereto, as of its issue date and at all subsequent times through updated from time to time. There are no contracts or other documents required to be described in the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts Prospectus or will conflict with the information contained in to be filed as exhibits to the Registration Statement or the Prospectus that has which have not been superseded described or modifiedfiled as required.

No Misstatement or Omission. At As of each Applicable Time occurring on or after the respective times that date of the Registration Statement and any amendments thereto became effective and at each deemed Effective Date with respect to Virtufirst Placement Notice hereunder, the Registration Statement and any amendments thereto Prospectus when filed complied and and, as amended or supplemented, if applicable, will comply in all material respects with the requirements Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Time occurring on or after the date of the first Placement Notice hereunder and each of the Settlement Dates, if any, will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and, as of each Applicable Time occurring on or after the date of the first Placement Notice hereunder and as of the Settlement Dates, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the respective times the Prospectus The Prospectus, as amended or any amendment or supplement thereto is filed pursuant to Rule 424(b) or issuedsupplemented, as of the date hereofits date, did not and, as of each Applicable Time and at any time when a prospectus is required (or, but for occurring on or after the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales date of the Securities (whether to meet first Placement Notice hereunder and each of the requests of purchasers pursuant to Rule 173(d) or otherwise)Settlement Dates, neither the Prospectus nor if any, will not contain any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding paragraphs of this Section 6(a) sentences do not apply to statements in or omissions from the Registration Statement, the Prospectus any Rule 462(b) Registration Statement, or any Issuer Free Writing Prospectus post-effective amendment thereto, or the Prospectus, or any amendment amendments or supplement to any of the foregoing supplements thereto, made in reliance upon and in conformity with written information relating to Cowen furnished to the Partnership Company in writing by Virtu Cowen expressly for use therein. For purposes of each offering of There are no contracts or other documents required to be described in the Securities under this Agreement that is not a firm commitment underwriting, the Partnership will Prospectus or to be an “ineligible issuer” (filed as defined in Rule 405 of the Securities Act) as of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. The copies of exhibits to the Registration Statement and any amendments thereto, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that which have been or subsequently are delivered to Virtu in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus that has not been superseded described or modifiedfiled as required.

No Misstatement or Omission. At The Preliminary Prospectus and the respective times that the Registration Statement and any amendments thereto became effective and at each deemed Effective Date with respect to VirtuProspectus when filed complied and, the Registration Statement and any amendments thereto complied and as amended or supplemented, if applicable, will comply in all material respects with the requirements Securities Act. Each of the Registration Statement, the Preliminary Prospectus, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, complied and as of each Closing Date will comply in all material respects with the Securities Act and the Securities Trust Indenture Act Regulations of 1939, as amended (together with the rules and regulations of the Commission thereunder, the “Trust Indenture Act”) and did not and and, as of each Closing Date will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the respective times the Prospectus The Prospectus, as amended or any amendment or supplement thereto is filed pursuant to Rule 424(b) or issuedsupplemented, as of the date hereofits date, did not and, as of each Applicable Time and at Closing Date will not contain any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of the Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding paragraphs of this Section 6(a) sentences do not apply to statements in or omissions from the Registration Statement, Statement or any post-effective amendment thereto or the Preliminary Prospectus or the Prospectus or any Issuer Free Writing Prospectus amendments or any amendment or supplement to any of the foregoing supplements thereto made in reliance upon and in conformity with written information furnished to the Partnership by Virtu expressly for use thereinUnderwriter Information. For purposes of each offering of the Securities under this Agreement that is not a firm commitment underwriting, the Partnership will be an “ineligible issuer” (as defined in Rule 405 of the Securities Act) as of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. The copies of the Registration Statement and any amendments thereto, each Issuer Free Writing Prospectus that is There are no contracts or other documents required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to Virtu in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained described in the Registration Statement or such incorporated documents or to be filed as exhibits to the Prospectus that has Registration Statement or such incorporated documents which have not been superseded described or modifiedfiled as required; insofar as such descriptions summarize legal matters, agreements, documents or proceedings discussed therein, such descriptions are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.

No Misstatement or Omission. At the respective times that the Registration Statement and any amendments thereto became effective and at each deemed Effective Date with respect to VirtuFBR, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the respective times the Prospectus or any amendment or supplement thereto is filed pursuant to Rule 424(b) or issued, as of the date hereof, as of each Applicable Time and at any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of the Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding paragraphs of this Section 6(a) do not apply to statements in or omissions from the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Partnership by Virtu FBR expressly for use therein. For purposes of each offering of the Securities under this Agreement that is not a firm commitment underwriting, the Partnership will be an “ineligible issuer” (as defined in Rule 405 of the Securities Act) as of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. The copies of the Registration Statement and any amendments thereto, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to Virtu FBR in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXXXXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus that has not been superseded or modified.

No Misstatement or Omission. At As of (i) the respective times that time of filing of the Registration Statement and any amendments thereto became effective and at each deemed Effective Date with respect to Virtu(ii) as of the date of this Agreement, the Registration Statement Company was not an “ineligible issuer” in connection with the offering of the Placement Shares pursuant to Rules 164, 405 and any amendments thereto 433 under the Securities Act. The Company agrees to notify the Sales Agent promptly upon the Company becoming an “ineligible issuer.” The Prospectus when filed will comply or complied and and, as amended or supplemented, if applicable, will comply in all material respects with the requirements Securities Act and the Exchange Act. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it becomes effective, and as of each Applicable Time, if any, will comply in all material respects with the Securities Act and the Securities Exchange Act Regulations and did not and and, as of each Applicable Time, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the respective times the Prospectus The Prospectus, as amended or any amendment or supplement thereto is filed pursuant to Rule 424(b) or issuedsupplemented, as of the date hereofits date, did not and, as of each Applicable Time and at Time, if any, will not contain any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of the Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding paragraphs of this Section 6(a) sentences do not apply to statements in or omissions from the Registration Statement, the Prospectus any Rule 462(b) Registration Statement, or any Issuer Free Writing Prospectus post-effective amendment thereto, or the Prospectus, or any amendment amendments or supplement to any of the foregoing supplements thereto, made in reliance upon and in conformity with written information furnished to the Partnership Company in writing by Virtu the Sale Agent expressly for use therein. For purposes of each offering The parties hereto agree that the information provided in writing by or on behalf of the Securities under this Agreement that is not a firm commitment underwriting, the Partnership will be an “ineligible issuer” (as defined Sales Agent expressly for use in Rule 405 of the Securities Act) as of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. The copies of the Registration Statement and Statement, any amendments Rule 462(b) Registration Statement, or any post-effective amendment thereto, each Issuer Free Writing Prospectus that is required to be filed with or the Commission pursuant to Rule 433 and the Prospectus and Prospectus, or any amendments or supplements to any thereto, consists solely of the foregoing, that have been or subsequently are delivered material referred to Virtu in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing ProspectusSchedule 4 hereto, as of its issue date and at all subsequent times through updated from time to time. There are no contracts or other documents required to be described in the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts Prospectus or will conflict with the information contained in to be filed as exhibits to the Registration Statement or the Prospectus that has which have not been superseded described or modifiedfiled as required.

No Misstatement or Omission. At Each preliminary prospectus and the respective times that Prospectus when filed complied in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX, was identical (except as may be permitted by Regulation S-T under the Securities Act) to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Offered Shares. Each of the Registration Statement and any amendments thereto became post-effective and amendment thereto, at each deemed Effective Date with respect to Virtu, the time of the applicable effective date of the Registration Statement and any amendments thereto such post-effective amendment thereto, complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the respective times Applicable Time, the Time of Sale Prospectus or any amendment or supplement thereto is filed pursuant to Rule 424(b) or issueddid not, and at the time of each sale of the Offered Shares and at the First Closing Date (as defined in Error! Reference source not found.), the Time of Sale Prospectus, as of then amended or supplemented by the date hereofCompany, as of each Applicable Time and at if applicable, will not, contain any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of the Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date of the Prospectus and any amendment or supplement thereto and as of the First Closing Date and as of each applicable Option Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the three immediately preceding paragraphs of this Section 6(a) sentences do not apply to statements in or omissions from the Registration StatementStatement or any post-effective amendment thereto, or the Prospectus or any Issuer Free Writing Prospectus the Time of Sale Prospectus, or any amendment amendments or supplement to any of the foregoing supplements thereto, made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Partnership Company in writing by Virtu the Representatives expressly for use therein. For purposes of each offering , it being understood and agreed that the only such information consists of the Securities under this Agreement that is information described in Error! Reference source not a firm commitment underwriting, found. below. There are no contracts or other documents required to be described in the Partnership will Time of Sale Prospectus or the Prospectus or to be filed as an “ineligible issuer” (as defined in Rule 405 of the Securities Act) as of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. The copies of exhibit to the Registration Statement and any amendments thereto, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that which have been or subsequently are delivered to Virtu in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus that has not been superseded described or modifiedfiled as required.

No Misstatement or Omission. At the respective times that the Registration Statement and any amendments thereto became effective and at each deemed Effective Date with respect to VirtuThe Prospectus when filed complied and, the Registration Statement and any amendments thereto complied and as amended or supplemented, if applicable, will comply in all material respects with the requirements Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each of the Settlement Dates, if any, complied in all material respects with the Securities Act and at the Securities Act Regulations time it became effective or its date, as applicable, and as of each Settlement Date, if any, did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or with respect to the Prospectus, necessary to make the statements therein in the light of the circumstances under which they were made, not misleading. At the respective times the Prospectus The Prospectus, as amended or any amendment or supplement thereto is filed pursuant to Rule 424(b) or issuedsupplemented, as of the date hereofits date, and as of each Applicable Time and at any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of the Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise)Settlement Dates, neither the Prospectus nor if any, will not contain any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding paragraphs of this Section 6(a) sentences do not apply to statements in or omissions from the Registration Statement, the Prospectus any Rule 462(b) Registration Statement, or any Issuer Free Writing Prospectus post-effective amendment thereto, or the Prospectus, or any amendment amendments or supplement to any of the foregoing supplements thereto, made in reliance upon and in conformity with written information relating to the Agent furnished to the Partnership Company in writing by Virtu the Agent expressly for use therein. For purposes of each offering of There are no contracts or other documents required to be described in the Securities under this Agreement that is not a firm commitment underwriting, the Partnership will Prospectus or to be an “ineligible issuer” (filed as defined in Rule 405 of the Securities Act) as of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. The copies of exhibits to the Registration Statement and any amendments thereto, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that which have been or subsequently are delivered to Virtu in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus that has not been superseded described or modifiedfiled as required.

No Misstatement or Omission. At As of (i) the respective times that time of filing of the Registration Statement and any amendments thereto became effective and at each deemed Effective Date with respect to Virtu(ii) as of the date of this Agreement, the Registration Statement Company was not an “ineligible issuer” in connection with the offering of the Placement Shares pursuant to Rules 164, 405 and any amendments thereto 433 under the Securities Act. The Company agrees to notify the Agent promptly upon the Company becoming an “ineligible issuer.” The Prospectus when filed will comply or complied and and, as amended or supplemented, if applicable, will comply in all material respects with the requirements Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it becomes effective, and as of each Applicable Time, if any, will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and and, as of each Applicable Time, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the respective times the Prospectus The Prospectus, as amended or any amendment or supplement thereto is filed pursuant to Rule 424(b) or issuedsupplemented, as of the date hereofits date, did not and, as of each Applicable Time and at Time, if any, will not contain any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of the Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding paragraphs of this Section 6(a) sentences do not apply to statements in or omissions from the Registration Statement, the Prospectus any Rule 462(b) Registration Statement, or any Issuer Free Writing Prospectus post-effective amendment thereto, or the Prospectus, or any amendment amendments or supplement to any of the foregoing supplements thereto, made in reliance upon and in conformity with written information furnished to the Partnership Company in writing by Virtu the Agent expressly for use therein. For purposes of each offering The parties hereto agree that the information provided in writing by or on behalf of the Securities under this Agreement that is not a firm commitment underwriting, the Partnership will be an “ineligible issuer” (as defined Agent expressly for use in Rule 405 of the Securities Act) as of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. The copies of the Registration Statement and Statement, any amendments Rule 462(b) Registration Statement, or any post-effective amendment thereto, each Issuer Free Writing Prospectus that is required to be filed with or the Commission pursuant to Rule 433 and the Prospectus and Prospectus, or any amendments or supplements to any thereto, consists solely of the foregoing, that have been or subsequently are delivered material referred to Virtu in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing ProspectusSchedule 5 hereto, as of its issue date and at all subsequent times through updated from time to time. There are no contracts or other documents required to be described in the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts Prospectus or will conflict with the information contained in to be filed as exhibits to the Registration Statement or the Prospectus that has which have not been superseded described or modifiedfiled as required.