Common use of No Misstatement or Omission Clause in Contracts

No Misstatement or Omission. Each preliminary prospectus and the 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 post-effective amendment thereto, at the time it became or becomes effective and at all subsequent times, complied and will comply in all material respects with the Securities Act and did not and will not contain 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. As of the Applicable Time, the Time of Sale Prospectus did 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 then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or 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 sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information consists of the information described in ‎Section 9(b) below. There are no contracts or other documents required to be described in the Time of Sale Prospectus or the Prospectus or to be filed as an exhibit to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. Each preliminary prospectus The Preliminary Prospectus and the Prospectus when filed complied and, as amended or supplemented, if applicable, will comply 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 Statement, the Preliminary Prospectus, the Prospectus and any post-effective amendment amendments or supplements thereto, at the time it became effective or becomes effective and at all subsequent timesits date, as applicable, complied and as of each Closing Date will comply in all material respects with the Securities Act and the Trust Indenture Act 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 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. As of the Applicable Time, the Time of Sale Prospectus did 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 then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or 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, as of its date, did not and and, as of each Closing Date 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, thereto or the Preliminary Prospectus or the Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto, thereto made in reliance upon and in conformity with written information relating to any the Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information consists of the information described in ‎Section 9(b) belowInformation. There are no contracts or other documents required to be described in the Time of Sale Prospectus Registration Statement or the Prospectus such incorporated documents or to be filed as an exhibit exhibits to the Registration Statement or such incorporated documents which have not been described or filed 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. Each preliminary prospectus and At the 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 respective times that the Registration Statement and any post-effective amendment thereto, at the time it amendments thereto became or becomes effective and at all subsequent timeseach deemed Effective Date with respect to BRFBR, 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 any 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. As 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, the Time of Sale Prospectus did not, and at any time when a prospectus is required (or, but for the time provisions of each sale Rule 172, would be required) by applicable law to be delivered in connection with sales of the Offered Shares and at Securities (whether to meet the First Closing Date (as defined in ‎Section 2requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Time of Sale Prospectus, as then amended Prospectus nor any amendments or supplemented by the Company, if applicable, supplements thereto included or will not, contain any include an untrue statement of a material fact or 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 omitted 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 sentences paragraphs of this Section 6(b) do not apply to statements in or omissions from the Registration Statement or any post-effective amendment theretoStatement, or the Prospectus or the Time of Sale Prospectus, any Issuer Free Writing Prospectus or any amendments amendment or supplements thereto, supplement to any of the foregoing made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing Partnership by the Representatives BRFBR expressly for use therein, it being understood and agreed that the only such information consists . For purposes of each offering of the information described Securities under this Agreement that is not a firm commitment underwriting, the Partnership will be an “ineligible issuer” (as defined in ‎Section 9(bRule 405 of the Securities Act) belowas of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. There are no contracts or other documents The copies of the Registration Statement and any amendments thereto, each Issuer Free Writing Prospectus that is required to be described 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 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 XXXXX, 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 BRFBR, 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 Time of Sale Prospectus Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement which have that has not been described superseded or filed as requiredmodified.

No Misstatement or Omission. Each preliminary prospectus and the The Prospectus when filed complied and, as amended or supplemented, if applicable, will comply in all material respects with the 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, 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 post-effective amendment thereto, at the time it became effective or becomes effective its date, as applicable, and at all subsequent timesas of each Settlement Date, complied and will comply in all material respects with the Securities Act and if any, did not and will not contain 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 not misleading. As of the Applicable Time, the Time of Sale Prospectus did 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 then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or 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 as of its date, and as of each of the Settlement Dates, if any, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with written information relating to any Underwriter the Agents furnished to the Company in writing by the Representatives Agents expressly for use therein, it being understood and agreed that the only such information consists of the information described in ‎Section 9(b) below. There are no contracts or other documents required to be described in the Time of Sale Prospectus or the Prospectus or to be filed as an exhibit exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. Each preliminary prospectus and the 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 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 post-effective amendment thereto, at the time it became or becomes effective and at all subsequent times, complied and will comply in all material respects with the Securities Act and did not and will not contain 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. As of the Applicable Time, the Time of Sale Prospectus did not, and at the time of each sale of the Offered Shares and at the First Closing Date (as defined in ‎Section Section 2), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or 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 sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information consists of the information described in ‎Section Section 9(b) ). below. There are no contracts or other documents required to be described in the Time of Sale Prospectus or the Prospectus or to be filed as an exhibit to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. Each preliminary prospectus part of the Registration Statement, when such part became or becomes effective, at any deemed effective date pursuant to Form F-10, the U.S. Securities Act and the Prospectus when filed complied Rules and Regulations on the date of filing thereof with the SEC and at each Applicable Time and Settlement Date, and the U.S. Prospectus, on the date of filing thereof with the SEC and at each Applicable Time and Settlement Date, conformed in all material respects or will conform 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 requirements of the Offered Shares. Each Rules and Regulations; each part of the Registration Statement and any post-effective amendment theretoStatement, at the time it when such part became or becomes effective and at all subsequent timeseffective, complied and will comply in all material respects with the Securities Act and did not and or will not contain any 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. As ; and the U.S. Prospectus, on the date of filing thereof with the SEC, and the U.S. Prospectus and the applicable Issuer Free Writing Prospectus(es), if any, issued at or prior to such Applicable Time, the Time of Sale Prospectus did nottaken together (collectively, and at with respect to any Placement Shares, together with the time applicable sale price of each sale of such Placement Shares, the Offered Shares “Disclosure Package”) and at the First Closing Date (as defined in ‎Section 2)each Applicable Time and Settlement Date, the Time of Sale Prospectus, as then amended did not or supplemented by the Company, if applicable, will not, contain any not include an untrue statement of a material fact or 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 ; except that 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 sentences 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 or any post-effective amendment theretoStatement, or the Prospectus or the Time of Sale U.S. Prospectus, or any amendments amendment or supplements supplement thereto, made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Agent consists of the information described as such in ‎Section 9(b) below. There are no contracts or other documents required to be described in the Time of Sale Prospectus or the Prospectus or to be filed as an exhibit to the Registration Statement which have not been described or filed as requiredSection 12.1 hereof.

No Misstatement or Omission. Each preliminary prospectus and At the 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 respective times that the Registration Statement and any post-effective amendment thereto, at the time it amendments thereto became or becomes effective and at all subsequent timeseach 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 any 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. As 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, the Time of Sale Prospectus did not, and at any time when a prospectus is required (or, but for the time provisions of each sale Rule 172, would be required) by applicable law to be delivered in connection with sales of the Offered Shares and at Securities (whether to meet the First Closing Date (as defined in ‎Section 2requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Time of Sale Prospectus, as then amended Prospectus nor any amendments or supplemented by the Company, if applicable, supplements thereto included or will not, contain any include an untrue statement of a material fact or 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 omitted 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 sentences paragraphs of this Section 6(b) do not apply to statements in or omissions from the Registration Statement or any post-effective amendment theretoStatement, or the Prospectus or the Time of Sale Prospectus, any Issuer Free Writing Prospectus or any amendments amendment or supplements thereto, supplement to any of the foregoing made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by the Representatives Virtu expressly for use therein, it being understood and agreed that the only such information consists . The copies of the information described in ‎Section 9(b) below. There are no contracts or other documents Registration Statement and any amendments thereto, each Issuer Free Writing Prospectus that is required to be described 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 EDXXX, 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 Time of Sale Prospectus Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement which have that has not been described superseded or filed as requiredmodified.

No Misstatement or Omission. Each preliminary prospectus and At the 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 respective times that the Registration Statement and any post-effective amendment thereto, at the time it amendments thereto became or becomes effective and at all subsequent timeseach 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 any 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. As 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, the Time of Sale Prospectus did not, and at any time when a prospectus is required (or, but for the time provisions of each sale Rule 172, would be required) by applicable law to be delivered in connection with sales of the Offered Shares and at Securities (whether to meet the First Closing Date (as defined in ‎Section 2requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Time of Sale Prospectus, as then amended Prospectus nor any amendments or supplemented by the Company, if applicable, supplements thereto included or will not, contain any include an untrue statement of a material fact or 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 omitted 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 sentences paragraphs of this Section 6(a) do not apply to statements in or omissions from the Registration Statement or any post-effective amendment theretoStatement, or the Prospectus or the Time of Sale Prospectus, any Issuer Free Writing Prospectus or any amendments amendment or supplements thereto, supplement to any of the foregoing made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing Partnership by the Representatives Virtu expressly for use therein, it being understood and agreed that the only such information consists . For purposes of each offering of the information described Securities under this Agreement that is not a firm commitment underwriting, the Partnership will be an “ineligible issuer” (as defined in ‎Section 9(bRule 405 of the Securities Act) belowas of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. There are no contracts or other documents The copies of the Registration Statement and any amendments thereto, each Issuer Free Writing Prospectus that is required to be described 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 Time of Sale Prospectus Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement which have that has not been described superseded or filed as requiredmodified.

No Misstatement or Omission. Each preliminary prospectus and the 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 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 post-effective amendment thereto, at the time it became or becomes effective and at all subsequent times, complied and will comply in all material respects with the Securities Act and did not and will not contain 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. As of the Applicable Time, the Time of Sale Prospectus did not, and at the time of each sale of the Offered Shares and at the First Closing Date (as defined in ‎Section Section 2), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or 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 sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information consists of the information described in ‎Section 9(bSection 9(c) below. There are no contracts or other documents required to be described in the Time of Sale Prospectus or the Prospectus or to be filed as an exhibit to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. Each preliminary prospectus part of the Registration Statement, when such part became or becomes effective, at any deemed effective date pursuant to Form F-10, the U.S. Securities Act and the Prospectus when filed complied Rules and Regulations on the date of filing thereof with the SEC and at each Applicable Time and Settlement Date, and the U.S. Prospectus, on the date of filing thereof with the SEC and at each Applicable Time and Settlement Date, conformed in all material respects or will conform 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 requirements of the Offered Shares. Each Rules and Regulations; each part of the Registration Statement and any post-effective amendment theretoStatement, at the time it when such part became or becomes effective and at all subsequent timeseffective, complied and will comply in all material respects with the Securities Act and did not and or will not contain any 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. As ; and the U.S. Prospectus, on the date of filing thereof with the SEC, and the U.S. Prospectus and the applicable Issuer Free Writing Prospectus(es), if any, issued at or prior to such Applicable Time, the Time of Sale Prospectus did nottaken together (collectively, and at with respect to any Placement Shares, together with the time applicable sale price of each sale of such Placement Shares, the Offered Shares "Disclosure Package") and at the First Closing Date (as defined in ‎Section 2)each Applicable Time and Settlement Date, the Time of Sale Prospectus, as then amended did not or supplemented by the Company, if applicable, will not, contain any not include an untrue statement of a material fact or 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 ; except that 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 sentences 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 or any post-effective amendment theretoStatement, or the Prospectus or the Time of Sale U.S. Prospectus, or any amendments amendment or supplements supplement thereto, made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Agent consists of the information described as such in ‎Section 9(b) below. There are no contracts or other documents required to be described in the Time of Sale Prospectus or the Prospectus or to be filed as an exhibit to the Registration Statement which have not been described or filed as requiredSection 12.3 hereof.

No Misstatement or Omission. Each preliminary prospectus and the Prospectus when filed complied in all material respects with the Securities Act and, if filed by electronic transmission pursuant to XXXXXEXXXX, was identical (except as may be permitted by Regulation S‑T 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 post-effective amendment thereto, at the time it became or becomes of the applicable effective date of the Registration Statement and at all subsequent timesany such post-effective amendment thereto, complied and will comply in all material respects with the Securities Act and did not and will not contain 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. As of the Applicable Time, the Time of Sale Prospectus did not, and at the time of each sale of the Offered Shares and at the First Closing Date (as defined in ‎Section 2Error! Reference source not found.), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or 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 ProspectusAs 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 of its date and (as then amended or supplemented) at the case may be, the Prospectus will comply in all subsequent times, did not 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 sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information consists of the information described in ‎Section 9(b) Error! Reference source not found. below. There are no contracts or other documents required to be described in the Time of Sale Prospectus or the Prospectus or to be filed as an exhibit to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. Each preliminary prospectus and the The Prospectus when filed complied and, as amended or supplemented, if applicable, will comply in all material respects with the 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, 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 post-effective amendment thereto, at the time it became effective or becomes effective its date, as applicable, and at all subsequent timesas of each Settlement Date, complied and will comply in all material respects with the Securities Act and if any, did not and will not contain 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 not misleading. As of the Applicable Time, the Time of Sale Prospectus did 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 then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or 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 as of its date, and as of each of the Settlement Dates, if any, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with written information relating to any Underwriter the Agent furnished to the Company in writing by the Representatives Agent expressly for use therein, it being understood and agreed that the only such information consists of the information described in ‎Section 9(b) below. There are no contracts or other documents required to be described in the Time of Sale Prospectus or the Prospectus or to be filed as an exhibit exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. Each preliminary prospectus and At the 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 respective times that the Registration Statement and any post-effective amendment thereto, at the time it amendments thereto became or becomes effective and at all subsequent timeseach deemed Effective Date with respect to any 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 any 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. As 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, the Time of Sale Prospectus did not, and at any time when a prospectus is required (or, but for the time provisions of each sale Rule 172, would be required) by applicable law to be delivered in connection with sales of the Offered Shares and at Securities (whether to meet the First Closing Date (as defined in ‎Section 2requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Time of Sale Prospectus, as then amended Prospectus nor any amendments or supplemented by the Company, if applicable, supplements thereto included or will not, contain any include an untrue statement of a material fact or 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 omitted 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 sentences paragraphs of this Section 6(b) do not apply to statements in or omissions from the Registration Statement or any post-effective amendment theretoStatement, or the Prospectus or the Time of Sale Prospectus, any Issuer Free Writing Prospectus or any amendments amendment or supplements thereto, supplement to any of the foregoing made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by the Representatives Agents or England expressly for use therein, it being understood and agreed that the only such information consists . The copies of the information described in ‎Section 9(b) below. There are no contracts or other documents Registration Statement and any amendments thereto, each Issuer Free Writing Prospectus that is required to be described 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 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 XXXXX, 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 Agents, 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 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 Time of Sale Prospectus Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement which have that has not been described superseded or filed as requiredmodified.

No Misstatement or Omission. Each preliminary prospectus and At the 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 respective times that the Registration Statement and any post-effective amendment thereto, at the time it amendments thereto became or becomes effective and at all subsequent timeseach deemed Effective Date with respect to FBR, 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 any 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. As 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, the Time of Sale Prospectus did not, and at any time when a prospectus is required (or, but for the time provisions of each sale Rule 172, would be required) by applicable law to be delivered in connection with sales of the Offered Shares and at Securities (whether to meet the First Closing Date (as defined in ‎Section 2requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Time of Sale Prospectus, as then amended Prospectus nor any amendments or supplemented by the Company, if applicable, supplements thereto included or will not, contain any include an untrue statement of a material fact or 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 omitted 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 sentences paragraphs of this Section 6(a) do not apply to statements in or omissions from the Registration Statement or any post-effective amendment theretoStatement, or the Prospectus or the Time of Sale Prospectus, any Issuer Free Writing Prospectus or any amendments amendment or supplements thereto, supplement to any of the foregoing made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing Partnership by the Representatives FBR expressly for use therein, it being understood and agreed that the only such information consists . For purposes of each offering of the information described Securities under this Agreement that is not a firm commitment underwriting, the Partnership will be an “ineligible issuer” (as defined in ‎Section 9(bRule 405 of the Securities Act) belowas of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. There are no contracts or other documents The copies of the Registration Statement and any amendments thereto, each Issuer Free Writing Prospectus that is required to be described 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 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 XXXXX, 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 Time of Sale Prospectus Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement which have that has not been described superseded or filed as requiredmodified.

No Misstatement or Omission. Each preliminary prospectus part of the Registration Statement, when such part becomes effective, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, and the Prospectus when filed complied Prospectus, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform 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 requirements of the Offered Shares. Each of the Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective and at all subsequent times, complied and will comply in all material respects with the Securities Act and the 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 any 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. As ; and the 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, the Time of Sale Prospectus did nottaken together (collectively, and at with respect to any Shares, together with the time public offering price of each sale of such Shares, the Offered Shares “Disclosure Package”) and at the First Closing Date (as defined in ‎Section 2)each Applicable Time and Settlement Date, the Time of Sale Prospectus, as then amended did not or supplemented by the Company, if applicable, will not, contain any not include an untrue statement of a material fact or 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 ; except that 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 sentences 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 or any post-effective amendment theretoStatement, or the Prospectus or the Time of Sale Prospectus, or any amendments amendment or supplements supplement thereto, made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information consists of the information described in ‎Section 9(b) below. There are no contracts or other documents required to be described in the Time of Sale Prospectus or the Prospectus or to be filed as an exhibit to the Registration Statement which have not been described or filed as required.