Common use of No Misstatement or Omission Clause in Contracts

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. The Prospectus, and any amendment or supplement thereto, on the date of such Prospectus when filed or amendment or supplement, 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Timeof the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Timeof the Settlement Dates, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, if anyPoint of Sale and each Settlement 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers Noble expressly for use therein. There are no contracts or other documents required “Point of Sale” means, for a Placement, the time at which an acquiror of Placement Shares entered into a contract, binding upon such acquiror, to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as requiredacquire such Placement Shares.

No Misstatement or Omission. The Prospectus Each part of the Registration Statement, when filed complied andsuch part becomes effective, as amended 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, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or supplemented, if applicable, will comply conform in all material respects with the requirements of the Securities Act. Each 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, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became when such part becomes effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The ; and the Prospectus, as amended on the date of filing thereof with the Commission, and the Prospectus and the applicable Issuer Free Writing Prospectus(es) issued at or supplementedprior to such Applicable Time, as taken together (collectively, and with respect to any Shares, together with the public offering price of its datesuch Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Date, did not and, as of each Applicable Time, if any, or will not contain any include an 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 ; except that the two 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, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments amendment or supplements supplement thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became or becomes effective, complied and, as of each Applicable Time, if any, or will comply in all material respects with the Securities Act Act. The Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, complied or will comply in all material respects with the Securities Act. The Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, if anyPoint of Sale and each Settlement 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Sales Agent furnished to the Company in writing by the Managers Sales Agent expressly for use therein. There are no contracts or other documents required to be described , including, but not limited to, the second sentence of the second paragraph and the eighth, eleventh and twelve paragraphs under the heading “Plan of Distribution” in the Prospectus or ATM Prospectus. “Point of Sale” means, for a Placement, the time at which an acquiror of Placement Shares entered into a contract, binding upon such acquiror, to be filed as exhibits to the Registration Statement which have not been described or filed as requiredacquire such Placement Shares.

No Misstatement or Omission. The Prospectus when filed will comply or 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 and any post-effective amendment thereto, at the time it became becomes effective, complied and, and as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers Sale Agent expressly for use therein. There are no contracts The parties hereto agree that the information provided in writing by or other documents required to be described on behalf of the Sales Agent expressly for use in the Prospectus Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, consists solely of the material referred to be filed in Schedule 5 hereto, as exhibits updated from time to the Registration Statement which have not been described or filed as requiredtime.

No Misstatement or Omission. The Each 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 ▇▇▇▇▇, 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, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effectiveor becomes effective and at all subsequent times, complied and, as of each Applicable Time, if any, and will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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, as of its date) at all subsequent times, did not and, as of each Applicable Time, if any, 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 two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, 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 CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) any Underwriter furnished to the Company in writing by the Managers 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 exhibits an exhibit to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. The Prospectus when filed filed, and as of each Representation Date, 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 Statement, and any post-effective amendment thereto, at the time it became effectiveeffective or its date, complied andas applicable, and as of each Applicable TimeRepresentation Date, if any, complied and will comply in all material respects with the Securities Act and did not andnot, as of each Applicable TimeRepresentation Date, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, if anyRepresentation 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. Agent’s Information (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers expressly for use thereinas defined below). There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required. As used herein, “Time of Sale” means with respect to each offering of Placement Shares pursuant to this Agreement, the time of ▇▇▇▇▇’▇ initial entry into contracts with purchasers for the sale of such Placement Shares.

No Misstatement or Omission. 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 Statement, the Prospectus and any post-effective amendment amendments or supplements thereto, at the time it became effectiveeffective or its date, as applicable, complied and, and as of each Applicable Time, if any, Representation Date complied and will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, Representation Date 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, if anyRepresentation 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. Agent’s Information (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers expressly for use thereinas defined below). There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required. As used herein, “Time of Sale” means (i) with respect to each offering of Shares pursuant to this Agreement, the time of ▇▇▇▇▇’▇ initial entry into contracts with purchasers for the sale of such Shares and (ii) with respect to each offering of Shares pursuant to any relevant Terms Agreement, the time of sale of such Shares to ▇▇▇▇▇. “Agent’s Information” means, solely the following information in the Prospectus: the fifth paragraph and the last sentence of the eighth paragraph under the caption “Plan of Distribution” in the Prospectus.

No Misstatement or Omission. The Prospectus Prospectus, when filed 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 and any post-effective amendment amendments thereto, at the time it became effective, complied and, and as of each Applicable Timeof the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable TimeSettlement Date, 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 or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Timeof 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) SVB Leerink furnished to the Company in writing by the Managers SVB Leerink expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC or MLV & Co. LLC (the “Alternate ManagerManagers”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. 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 and any post-effective amendment amendments thereto, at the time it became effectiveeffective or its date, as applicable, complied and, as of each Applicable Timeof the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Timeof the Settlement Dates, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Timeof 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 two immediately preceding sentences do not apply to statements information contained in or omissions omitted from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with written information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers Cowen expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became or becomes effective, complied and, as of each Applicable Time, if any, or will comply in all material respects with the Securities Act Act. The Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, complied or will comply in all material respects with the Securities Act. The Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, if anyPoint of Sale and each Settlement 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Sales Agent furnished to the Company in writing by the Managers Sales Agent expressly for use therein. There are no contracts The parties acknowledge and agree that such information relating to the Sales Agent furnished to the Company by or other documents required to be described on behalf of the Sales Agent consists solely of the following disclosure contained in the section of the ATM Prospectus or titled “Plan of Distribution”: the contents of the ninth paragraph (collectively, the “Sales Agent Information”). “Point of Sale” means, for a Placement, the time at which an acquiror of Placement Shares entered into a contract, binding upon such acquiror, to be filed as exhibits to the Registration Statement which have not been described or filed as requiredacquire such Placement Shares.

No Misstatement or Omission. 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 amendment amendments or supplements thereto, at the time it became effectiveeffective or its date, as applicable, complied and, and as of each Applicable Timeof the Settlement Dates, if any, will comply complied in all material respects with the Securities Act and did not and, as of each Applicable TimeSettlement Date, 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 or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Timeof 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Cowen furnished to the Company in writing by the Managers Cowen expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. As of (i) the time of filing of the Registration Statement and (ii) as of the date of this Agreement, the Company was not an “ineligible issuer” in connection with the offering of the Placement Shares pursuant to Rules 164, 405 and 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, 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 and any post-effective amendment thereto, at the time it became becomes effective, complied and, and as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers Agent expressly for use therein. The parties hereto agree that the information provided in writing by or on behalf of the Agent expressly for use in the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, consists solely of the material referred to in Schedule 5 hereto, as updated from time to time. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. The Prospectus when filed will comply or 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 and any post-effective amendment amendments or supplements thereto, at the time it became effective, effective complied and, as of each Applicable Timeof the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable TimeSettlement Date, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Timeof 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers Cowen expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. As of (i) the time of filing of the Registration Statement and (ii) as of the date of this Agreement, the Company was not an “ineligible issuer” in connection with the offering of the Placement Shares pursuant to Rules 164, 405 and 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, 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 and any post-effective amendment thereto, at the time it became becomes effective, complied and, and as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers Sale Agent expressly for use therein. The parties hereto agree that the information provided in writing by or on behalf of the Sales Agent expressly for use in the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, consists solely of the material referred to in Schedule 5 hereto, as updated from time to time. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required. 1 Note: reps and warranties remain under review by ▇▇▇▇▇ regulatory and IP specialists.

No Misstatement or Omission. The Prospectus when filed At the respective times that the Registration Statement and any amendments thereto became effective and at each deemed Effective Date with respect to MLV, the Registration Statement and any amendments thereto complied and, as amended or supplemented, if applicable, and will comply in all material respects with the Securities Act. Each requirements 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, 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, if any, 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. The Prospectus, as amended At the respective times the Prospectus or supplementedany amendment or supplement thereto is filed pursuant to Rule 424(b) or issued, as of its date, did not andthe date hereof, as of each Applicable TimeTime and at any time when a prospectus is required (or, if anybut 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 not contain any 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 sentences paragraphs of this Section 6(a) do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or any post-effective amendment thereto, or the Prospectus, 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 CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing Partnership by the Managers MLV expressly for use therein. There are no contracts or other documents 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 described in 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 MLV 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 E▇▇▇▇, 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 exhibits to 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 which have or the Prospectus that has not been described superseded or filed as requiredmodified.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became or becomes effective, complied and, as of each Applicable Time, if any, or will comply in all material respects with the Securities Act Act. The Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, complied or will comply in all material respects with the Securities Act. The Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, if anyPoint of Sale and each Settlement 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Sales Agent furnished to the Company in writing by the Managers Sales Agent expressly for use therein. There are no contracts or other documents required to be described , including, but not limited to, the fifth and eighth paragraphs under the heading “Plan of Distribution” in the Prospectus or ATM Prospectus. “Point of Sale” means, for a Placement, the time at which an acquiror of Placement Shares entered into a contract, binding upon such acquiror, to be filed as exhibits to the Registration Statement which have not been described or filed as requiredacquire such Placement Shares.

No Misstatement or Omission. As of (i) the time of filing of the Registration Statement and (ii) as of the date of this Agreement, the Company was not an “ineligible issuer” in connection with the offering of the Placement Shares pursuant to Rules 164, 405 and 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, 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 and any post-effective amendment thereto, at the time it became becomes effective, complied and, and as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers Agent expressly for use therein. There are no contracts The parties hereto agree that the information provided in writing by or other documents required to be described on behalf of the Agent expressly for use in the Prospectus Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, consists solely of the material referred to be filed in Schedule 5 hereto, as exhibits updated from time to the Registration Statement which have not been described or filed as requiredtime.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc., BMO Capital Markets Corp., Barclays Capital Inc., Mitsubishi UFJ Securities (USA), Inc. or Liquidnet, Inc. (the “Alternate ManagerManagers”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Timeof the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Timeof the Settlement Dates, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Timeof 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Cowen furnished to the Company in writing by the Managers Cowen expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. The Prospectus Registration Statement, when filed complied andsuch part became or becomes effective, as amended at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectus, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or supplemented, if applicable, will comply conform in all material respects with the requirements of the Securities Act. Each Act and the Rules and Regulations; each part of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it when such part became or becomes effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The ; and the Prospectus, as amended on the date of filing thereof with the Commission, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or supplementedprior to such Applicable Time, as taken together (collectively, and with respect to any Shares, together with the public offering price of its datesuch Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Date, did not and, as of each Applicable Time, if any, or will not contain any include an untrue statement of a material fact or omit to state a material fact necessary in order required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in the two immediately preceding sentences this subsection (b) do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements theretothe Disclosure Package, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Canaccord furnished to the Company in writing by the Managers expressly Canaccord for use therein. There are no contracts or other documents required , it being understood and agreed that the only such information furnished by Canaccord to be the Company consists of the information described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as requiredSection 10(b) below.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Timeof the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Timeof the Settlement Dates, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Timeof 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Agent furnished to the Company in writing by the Managers Agent expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. The Prospectus when filed 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, as amended or supplemented, if applicable, and will comply in all material respects with the Securities Act. Each requirements 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, 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, if any, 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. The Prospectus, as amended At the respective times the Prospectus or supplementedany amendment or supplement thereto is filed pursuant to Rule 424(b) or issued, as of its date, did not andthe date hereof, as of each Applicable TimeTime and at any time when a prospectus is required (or, if anybut 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 not contain any 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 sentences paragraphs of this Section 6(b) do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or any post-effective amendment thereto, or the Prospectus, 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 CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers Virtu expressly for use therein. 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 in 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 ED▇▇▇, 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 exhibits to 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 which have or the Prospectus that has not been described superseded or filed as requiredmodified.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became or becomes effective, complied and, at each deemed effective date with respect to the Agents pursuant to Rule 430B(f)(2) under the Securities Act and as of each Applicable Time, if anycomplied, complies and will comply in all material respects with the requirements of the Securities Act and did not, does not and, as of each Applicable Time, if any, 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, except that the representations and warranties set forth in this sentence do not apply to Agents’ Information (as defined below). The ProspectusProspectus and any amendment or supplement thereto, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and as amended of each Applicable Time will comply in all material respects with the requirements of the Securities Act, and each Prospectus Supplement, Prospectus or supplementedissuer free writing prospectus (or any amendments or supplements to any of the foregoing) furnished to the Agents for use in connection with the offering of the Placement Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to E▇▇▇▇, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendment or supplement thereto, as of its date, did not and, date and as of each Applicable Time, if anyincluded, includes or will not contain any include an untrue statement of a material fact or omitted, omits 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 , except that the representations and warranties set forth in the two immediately preceding sentences this sentence do not apply to statements in or omissions from Agents’ Information. Each Incorporated Document heretofore filed, at the time the Registration StatementStatement became effective or when such Incorporated Document was filed (or, if any Rule 462(b) amendment with respect to any such document was filed, when such amendment was filed), as the case may be, conformed in all material respects with the requirements of the Exchange Act and were filed on a timely basis with the Commission, and any further Incorporated Documents so filed and incorporated after the date of this Agreement will be filed on a timely basis and, when so filed, will conform in all material respects with the requirements of the Exchange Act; no such Incorporated Document, at the time the Registration StatementStatement became effective or when such Incorporated Document was filed (or, or if an amendment with respect to any post-effective such document was filed, when such amendment theretowas filed), as the case may be, when read together with the other information in the Registration Statement or the Prospectus, as the case may be, contained an untrue statement of a material fact or any amendments or supplements thereto, made in reliance upon and in conformity with information relating omitted to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers expressly for use therein. There are no contracts or other documents state a material fact required to be described stated therein or necessary in order to make the statements therein, in the Prospectus or to be filed as exhibits to light of the circumstances under which they were made, not misleading; and no such Incorporated Document, when it is filed, when read together with the other information in the Registration Statement or the Prospectus, as the case may be, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which have they were made, not been described or filed as requiredmisleading.

No Misstatement or Omission. The Prospectus when filed At the respective times that the Registration Statement and any amendments thereto became effective and at each deemed Effective Date with respect to FBR, the Registration Statement and any amendments thereto complied and, as amended or supplemented, if applicable, and will comply in all material respects with the Securities Act. Each requirements 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, 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, if any, 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. The Prospectus, as amended At the respective times the Prospectus or supplementedany amendment or supplement thereto is filed pursuant to Rule 424(b) or issued, as of its date, did not andthe date hereof, as of each Applicable TimeTime and at any time when a prospectus is required (or, if anybut 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 not contain any 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 sentences paragraphs of this Section 6(a) do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or any post-effective amendment thereto, or the Prospectus, 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 CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing Partnership by the Managers FBR expressly for use therein. There are no contracts or other documents 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 described in 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 ▇▇▇▇▇, 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 exhibits to 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 which have or the Prospectus that has not been described superseded or filed as requiredmodified.

No Misstatement or Omission. The Each 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 E▇▇▇▇, 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, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effectiveof the applicable effective date of the Registration Statement and any such post-effective amendment thereto, complied and, as of each Applicable Time, if any, and will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The 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 Error! Reference source not found.), the Time of Sale Prospectus, as then amended or supplementedsupplemented 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. As of the date of the Prospectus and any amendment or supplement thereto and as of its date, did not and, the First Closing Date and as of each Applicable Timeapplicable Option Closing Date, if anyas 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 two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, 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 CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) any Underwriter furnished to the Company in writing by the Managers Representatives expressly for use therein, it being understood and agreed that the only such information consists of the information described in 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 exhibits an exhibit to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. As of (i) the time of filing of the Registration Statement and (ii) as of the date of this Agreement, the Company was not an “ineligible issuer” in connection with the offering of the Placement ADSs pursuant to Rules 164, 405 and 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, 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 and any post-effective amendment thereto, at the time it became becomes effective, complied and, and as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers Sale Agent expressly for use therein. The parties hereto agree that the information provided in writing by or on behalf of the Sales Agent expressly for use in the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, consists solely of the material referred to in Schedule 5 hereto, as updated from time to time. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. The Each 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 ▇▇▇▇▇, 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, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effectiveor becomes effective and at all subsequent times, complied and, as of each Applicable Time, if any, and will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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, as of its date) at all subsequent times, did not and, as of each Applicable Time, if any, 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 two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, 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 CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) any Underwriter furnished to the Company in writing by the Managers Representatives expressly for use therein, it being understood and agreed that the only such information consists of the information described in Section 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 exhibits an exhibit to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became or becomes effective, complied and, as of each Applicable Time, if any, or will comply in all material respects with the Securities Act Act. The Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, complied or will comply in all material respects with the Securities Act. The Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, if anyPoint of Sale and each Settlement 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Sales Agent furnished to the Company in writing by the Managers Sales Agent expressly for use therein. There are no contracts or other documents required to be described , including, but not limited to, the third, eighth and eleventh paragraphs under the heading “Plan of Distribution” in the Prospectus or ATM Prospectus. “Point of Sale” means, for a Placement, the time at which an acquiror of Placement Shares entered into a contract, binding upon such acquiror, to be filed as exhibits to the Registration Statement which have not been described or filed as requiredacquire such Placement Shares.

No Misstatement or Omission. As of (i) the time of filing of the Registration Statement and (ii) as of each Applicable Time, the Company was not an “ineligible issuer” in connection with the offering of the Placement Shares pursuant to Rules 164, 405 and 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, 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 and any post-effective amendment thereto, at the time it became becomes effective, complied and, and as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers Sale Agent expressly for use therein. There are no contracts The parties hereto agree that the information provided in writing by or other documents required to be described on behalf of the Sales Agent expressly for use in the Prospectus Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, consists solely of the material referred to be filed in Schedule 4 hereto, as exhibits updated from time to the Registration Statement which have not been described or filed as requiredtime.

No Misstatement or Omission. 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 and any post-effective amendment amendments or supplements thereto, at the time it became effectiveeffective or its date, as applicable, complied and, and as of each Applicable Timeof the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable TimeSettlement Date, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Timeof 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Cowen furnished to the Company in writing by the Managers Cowen expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co Barclays or KeyBanc Capital Markets, Inc., Cantor ▇▇▇▇▇▇▇▇▇▇ & Co., BMO Capital Markets Corp., Mitsubishi UFJ Securities (USA), Inc. or Liquidnet, Inc. (the “Alternate ManagerManagers”, and together with CF&CoBarclays, the “Managers”) furnished to the Company in writing by the Managers expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. The (i) On each Effective Date, the Registration Statement did, and when the Final Prospectus when is first filed complied and, in accordance with Rule 424(b) and on the Closing Date (as amended or supplementeddefined herein) and on any date on which Option Shares are purchased, if applicablesuch date is not the Closing Date (a “settlement date”), will the Final Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act. Each Act and the respective rules thereunder; no order preventing or suspending the use of the Registration Statement, the Preliminary Prospectus, the Final Prospectus or any Rule 462(b) Issuer Free Writing Prospectus that has been issued by the Commission; on each Effective Date and at the Execution Time, the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as ; and on the date of its any filing pursuant to Rule 424(b) and on the Closing Date and any settlement date, did not and, as of each Applicable Time, if any, the Final Prospectus (together with any supplements thereto) will not contain include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof; (ii) The Disclosure Package does not and on the Closing Date and any settlement date, will not, contain any untrue statement of a material fact or omit to state any 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 sentences do sentence does not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance Disclosure Package based upon and in conformity with written information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by any Underwriter through the Managers expressly Representatives specifically for use therein. There are no contracts , it being understood and agreed that the only such information furnished by or other documents required to be on behalf of any Underwriter consists of the information described as such in Section 8 hereof; (A) At the Prospectus or to be filed as exhibits to earliest time after the filing of the Registration Statement which have that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities and (B) as of the Execution Time (with such date being used as the determination date for purposes of this clause (B)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405 under the Securities Act), without taking account of any determination by the Commission pursuant to Rule 405 under the Securities Act that it is not necessary that the Company be considered an Ineligible Issuer; (iv) Each Issuer Free Writing Prospectus does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described or filed as required.such in Section 8 hereof;

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Timeof the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Timeof the Settlement Dates, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Timeof 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Cowen furnished to the Company in writing by the Managers Cowen expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. The Prospectus when filed will comply or 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 amendment amendments or supplements thereto, at the time it became effectivebecomes effective or its date, as applicable, will comply or complied and, and as of each Applicable TimeRepresentation Date, if any, complied and will comply in all material respects with the Securities Act and did not and, as of each Applicable TimeRepresentation Date, 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 or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, if anyRepresentation 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. Agent’s Information (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers expressly for use thereindefined below). There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required. As used herein, “Time of Sale” means (i) with respect to each offering of Shares pursuant to this Agreement, the time of C▇▇▇▇’▇ initial entry into contracts with purchasers for the sale of such Shares and (ii) with respect to each offering of Shares pursuant to any relevant Terms Agreement, the time of sale of such Shares to Cowen.

No Misstatement or Omission. As of (i) the time of filing of the Registration Statement and (ii) as of the date of this Agreement, the Company was not an “ineligible issuer” in connection with the offering of the Placement Shares pursuant to Rules 164, 405 and 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, as amended or supplemented, if applicable, will comply in all material respects with the 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 became becomes effective, complied and, and as of each Applicable Time, if any, will comply in all material respects with the Securities Act and the Exchange Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers Sales Agent expressly for use therein. The parties hereto agree that the information provided in writing by or on behalf of the Sales Agent expressly for use in the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, consists solely of the material referred to in Schedule 4 hereto, as updated from time to time. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. The (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement or the Prospectus complied or will comply when so filed complied andin all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain, and each such part, 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, (iii) the Registration Statement does 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, (iv) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (v) each broadly available road show, if any, when considered together with the Prospectus, does 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 and (vi) as of its date, did not and, as of date and each Applicable Time, the Prospectus does not contain and, as amended or supplemented, if anyapplicable, 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 , except that the representations and warranties set forth in the two immediately preceding sentences this paragraph do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as requiredthe Prospectus based upon any Agent Information. As used herein, “Time of Sale” means (i) with respect to each offering of Shares in an Agency Transaction pursuant to this Agreement, the time of C▇▇▇▇’▇ initial entry into contracts with purchasers for the sale of such Shares and (ii) with respect to each offering of Shares pursuant to any relevant Terms Agreement, the time of sale of such Shares to Cowen.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became or becomes effective, complied and, as of each Applicable Time, if any, or will comply in all material respects with the Securities Act Act. The Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, complied or will comply in all material respects with the Securities Act. The Registration Statement and any post‑effective amendment thereto, at the time it became or becomes effective, did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, if anyPoint of Sale and each Settlement 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Sales Agent furnished to the Company in writing by the Managers Sales Agent expressly for use therein. There are no contracts or other documents required “Point of Sale” means, for a Placement, the time at which an acquiror of Placement Shares entered into a contract, binding upon such acquiror, to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as requiredacquire such Placement Shares.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Liquidnet furnished to the Company in writing by the Managers Liquidnet expressly for use therein. There are no contracts or other documents required by the Securities Act, the Exchange Act or other applicable law to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. The Prospectus Registration Statement, when filed complied andsuch became or becomes effective, as amended at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectus, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or supplemented, if applicable, will comply conform in all material respects with the requirements of the Securities Act. Each Act and the Rules and Regulations; each part of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it when such part became or becomes effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The ; and the Prospectus, as amended on the date of filing thereof with the Commission, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or supplementedprior to such Applicable Time, as taken together (collectively, and with respect to any Shares, together with the public offering price of its datesuch Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Date, did not and, as of each Applicable Time, if any, or will not contain any include an untrue statement of a material fact or omit to state a material fact necessary in order to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in the two immediately preceding sentences this subsection (b) do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements theretothe Disclosure Package, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Canaccord furnished to the Company in writing by the Managers expressly Canaccord for use therein. There are no contracts or other documents required , it being understood and agreed that the only such information furnished by Canaccord to be the Company consists of the information described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as requiredSection 10(b) below.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co BMO or KeyBanc Capital Markets, Inc., Cantor ▇▇▇▇▇▇▇▇▇▇ & Co., Barclays Capital Inc., Mitsubishi UFJ Securities (USA), Inc. or Liquidnet, Inc. (the “Alternate ManagerManagers”, and together with CF&CoBMO, the “Managers”) furnished to the Company in writing by the Managers expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Timeof the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Timeof the Settlement Dates, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Timeof 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Agent furnished to the Company in writing by the Managers Agent expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. The Prospectus when filed complied will comply 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 Statement, the Prospectus and any post-effective amendment amendments thereto, at the time it became becomes effective, complied and, will comply and as of each Applicable Timeof the Settlement Dates, if any, will comply in all material respects with the Securities Act and did will not and, as of each Applicable TimeSettlement Date, if any, 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. The Prospectus, as amended or supplemented, as of its date, did will not and, as of each Applicable Timeof 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Cowen furnished to the Company in writing by the Managers Cowen expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. 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 Statement, the Prospectus and any post-effective amendment amendments or supplements thereto, at the time it became effectiveeffective or its date, as applicable, complied and, and as of each Applicable TimeRepresentation Date, if any, will comply complied in all material respects with the Securities Act and did not and, as of each Applicable TimeRepresentation Date, 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 or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, if any, Representation 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Cowen furnished to the Company in writing by the Managers Cowen expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required. As used herein, “Time of Sale” means with respect to each offering of Placement Shares pursuant to this Agreement, the time of C▇▇▇▇’▇ initial entry into contracts with purchasers for the sale of such Placement Shares.

No Misstatement or Omission. As of (i) the time of filing of the Registration Statement and (ii) as of the date of this Agreement, the Company was not an “ineligible issuer” in connection with the offering of the Placement Shares pursuant to Rules 164, 405 and 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, 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 and any post-effective amendment thereto, at the time it became becomes effective, complied and, and as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers Sale Agent expressly for use therein. The parties hereto agree that the information provided in writing by or on behalf of the Sales Agent expressly for use in the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, consists solely of the material referred to in Schedule 5 hereto, as updated from time to time. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required. 1 Note: Reps and warranties remain under review by M▇▇▇▇ regulatory and IP specialists.

No Misstatement or Omission. The Prospectus when filed will comply or 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 and any post-effective amendment thereto, at the time it became becomes effective, complied and, and as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers Sale Agent expressly for use therein. There are no contracts The parties hereto agree that the information provided in writing by or other documents required to be described on behalf of the Sales Agent expressly for use in the Prospectus Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, consists solely of the material referred to be filed in Schedule 4 hereto, as exhibits updated from time to the Registration Statement which have not been described or filed as requiredtime.

No Misstatement or Omission. 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 Statement, the Prospectus and any post-effective amendment amendments or supplements thereto, at the time it became effectiveeffective or its date, as applicable, complied and, and as of each Applicable TimeRepresentation Date, if any, will comply complied in all material respects with the Securities Act and did not and, as of each Applicable TimeRepresentation Date, 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 or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, if anyRepresentation 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. Agent’s Information (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers expressly for use thereinas defined below). There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required. As used herein, “Time of Sale” means with respect to each offering of Placement Shares pursuant to this Agreement, the time of C▇▇▇▇’▇ initial entry into contracts with purchasers for the sale of such Placement Shares.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became or becomes effective, complied and, as of each Applicable Time, if any, or will comply in all material respects with the Securities Act Act. The Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, complied or will comply in all material respects with the Securities Act. The Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, if anyPoint of Sale and each Settlement 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Chardan furnished to the Company in writing by the Managers expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.Chardan expressly

No Misstatement or Omission. The Prospectus when filed At the respective times that the Registration Statement and any amendments thereto became effective and at each deemed Effective Date with respect to any Agent, the Registration Statement and any amendments thereto complied and, as amended or supplemented, if applicable, and will comply in all material respects with the Securities Act. Each requirements 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, 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, if any, 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. The Prospectus, as amended At the respective times the Prospectus or supplementedany amendment or supplement thereto is filed pursuant to Rule 424(b) or issued, as of its date, did not andthe date hereof, as of each Applicable TimeTime and at any time when a prospectus is required (or, if anybut 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 not contain any 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 sentences paragraphs of this Section 6(b) do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or any post-effective amendment thereto, or the Prospectus, 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 CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers Agents or England expressly for use therein. 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 in 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 ▇▇▇▇▇, 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 exhibits 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 Registration Statement which have or the Prospectus that has not been described superseded or filed as requiredmodified.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co KBCM or KeyBanc BMO Capital MarketsMarkets Corp., Cantor ▇▇▇▇▇▇▇▇▇▇ & Co., Barclays Capital Inc., Mitsubishi UFJ Securities (USA), Inc. or Liquidnet, Inc. (the “Alternate ManagerManagers”, and together with CF&CoKBCM, the “Managers”) furnished to the Company in writing by the Managers expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. The Prospectus when filed complied or will comply 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 and any post-effective amendment thereto, at the time it became effective, complied and, becomes effective and as of each Applicable TimeSettlement Date, if any, will comply in all material respects with the Securities Act and did will not and, as of each Applicable TimeSettlement Date, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, date and as of each Applicable TimeSettlement Date, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers Cowen expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. 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 and any post-effective amendment amendments thereto, at the time it became effective, complied and, and as of each Applicable Timeof the Settlement Dates, if any, complied or will comply comply, as applicable, in all material respects with the Securities Act and did not and, as of each Applicable TimeSettlement Date, 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 or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, did not andeach date on which a Placement Notice is given, and as of each Applicable Timeof 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) WestPark furnished to the Company in writing by the Managers WestPark expressly for use therein. There are no material contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. The Prospectus when filed will comply or 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 and any post-effective amendment thereto, at the time it became effective, complied and, becomes effective and as of each Applicable Timeof the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Timeof the Settlement Dates, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Timeof 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 two immediately preceding sentences do not apply to statements information contained in or omissions omitted from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers Cowen expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. The Prospectus when filed will comply or 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 and any post-effective amendment thereto, at the time it became becomes effective, complied and, as of each Applicable Timeof the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Timeof the Settlement Dates, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Timeof 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Cowen furnished to the Company in writing by the Managers Cowen expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. 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 and any post-effective amendment amendments thereto, at the time it became effective, complied and, and as of each Applicable Timeof the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable TimeSettlement Date, 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 or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Timeof 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Cowen furnished to the Company in writing by the Managers Cowen expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. The Prospectus when filed complied or will comply 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 Statement, and any post-effective amendment amendments or supplements thereto, at the time it became effective, complied and, becomes effective and as of each Applicable TimeSettlement Date, if any, will comply in all material respects with the Securities Act and did will not and, as of each Applicable TimeSettlement Date, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, date and as of each Applicable TimeSettlement Date, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers Cowen expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. The Prospectus when filed At the respective times that the Registration Statement and any amendments thereto became effective and at each deemed Effective Date with respect to BRFBR, the Registration Statement and any amendments thereto complied and, as amended or supplemented, if applicable, and will comply in all material respects with the Securities Act. Each requirements 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, 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, if any, 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. The Prospectus, as amended At the respective times the Prospectus or supplementedany amendment or supplement thereto is filed pursuant to Rule 424(b) or issued, as of its date, did not andthe date hereof, as of each Applicable TimeTime and at any time when a prospectus is required (or, if anybut 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 not contain any 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 sentences paragraphs of this Section 6(b) do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or any post-effective amendment thereto, or the Prospectus, 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 CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing Partnership by the Managers BRFBR expressly for use therein. There are no contracts or other documents 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 described in 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 ▇▇▇▇▇, 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 exhibits to 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 which have or the Prospectus that has not been described superseded or filed as requiredmodified.

No Misstatement or Omission. The Prospectus when filed 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, as amended or supplemented, if applicable, and will comply in all material respects with the Securities Act. Each requirements 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, 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, if any, 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. The Prospectus, as amended At the respective times the Prospectus or supplementedany amendment or supplement thereto is filed pursuant to Rule 424(b) or issued, as of its date, did not andthe date hereof, as of each Applicable TimeTime and at any time when a prospectus is required (or, if anybut 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 not contain any 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 sentences paragraphs of this Section 6(a) do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or any post-effective amendment thereto, or the Prospectus, 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 CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing Partnership by the Managers Virtu expressly for use therein. There are no contracts or other documents 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 described in 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 E▇▇▇▇, 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 exhibits to 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 which have or the Prospectus that has not been described superseded or filed as requiredmodified.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became or becomes effective, complied and, as of each Applicable Time, if any, or will comply in all material respects with the Securities Act Act. The Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, complied or will comply in all material respects with the Securities Act. The Registration Statement and any post- effective amendment thereto, at the time it became or becomes effective, did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, if anyPoint of Sale and each Settlement 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Sales Agent furnished to the Company in writing by the Managers Sales Agent expressly for use therein. There are no contracts or other documents required “Point of Sale” means, for a Placement, the time at which an acquiror of Placement Shares entered into a contract, binding upon such acquiror, to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as requiredacquire such Placement Shares.

No Misstatement or Omission. The Prospectus when filed will comply or 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 and any post-effective amendment thereto, at the time it became effective, complied and, becomes effective and as of each Applicable Timeof the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Timeof the Settlement Dates, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Timeof 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers Cowen expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. The Prospectus, and any amendment or supplement thereto, on the date of such Prospectus when filed or amendment or supplement, 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Timeof the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Timeof the Settlement Dates, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, if anyPoint of Sale and each Settlement 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Noble furnished to the Company in writing by the Managers Noble expressly for use therein. There are no contracts or other documents required “Point of Sale” means, for a Placement, the time at which an acquiror of Placement Shares entered into a contract, binding upon such acquiror, to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as requiredacquire such Placement Shares.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became or becomes effective, complied and, as of each Applicable Time, if any, or will comply in all material respects with the Securities Act Act. The Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, complied or will comply in all material respects with the Securities Act. The Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, if anyPoint of Sale and each Settlement 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Chardan furnished to the Company in writing by the Managers Chardan expressly for use therein. There are no contracts or other documents required “Point of Sale” means, for a Placement, the time at which an acquiror of Placement Shares entered into a contract, binding upon such acquiror, to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as requiredacquire such Placement Shares.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co Mitsubishi or KeyBanc Capital Markets, Inc., Cantor ▇▇▇▇▇▇▇▇▇▇ & Co., Barclays Capital Inc., BMO Capital Markets Corp. or Liquidnet, Inc. (the “Alternate ManagerManagers”, and together with CF&CoMitsubishi, the “Managers”) furnished to the Company in writing by the Managers expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became or becomes effective, complied and, as of each Applicable Time, if any, or will comply in all material respects with the Securities Act Act. The Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, complied or will comply in all material respects with the Securities Act. The Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, if anyPoint of Sale and each Settlement 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Sales Agent furnished to the Company in writing by the Managers Sales Agent expressly for use therein. There are no contracts or other documents required to be described , including, but not limited to, the second sentence of the third paragraph and the fourth, eighth, eleventh and twelfth paragraphs and the section captioned “Other Activities and Relationships”, all under the heading “Plan of Distribution” in the Prospectus or ATM Prospectus. “Point of Sale” means, for a Placement, the time at which an acquiror of Placement Shares entered into a contract, binding upon such acquiror, to be filed as exhibits to the Registration Statement which have not been described or filed as requiredacquire such Placement Shares.

No Misstatement or Omission. The As of each Applicable Time occurring on or after the date of the first Placement Notice hereunder, 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable TimeTime 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 did not and, as of each Applicable TimeTime occurring on or after the date of the first Placement Notice hereunder and as of the Settlement Dates, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable TimeTime occurring on or after the date of the first Placement Notice hereunder and 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Cowen furnished to the Company in writing by the Managers Cowen expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Timeof the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Timeof the Settlement Dates, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Timeof 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) ▇▇▇▇▇▇▇▇▇▇ furnished to the Company in writing by the Managers ▇▇▇▇▇▇▇▇▇▇ expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. (i) The Prospectus when filed complied Registration Statement, as of its effective date, did not or will not contain 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, (ii) the Registration Statement and the Prospectus will comply, and, as amended or supplemented, as if applicable, will comply, in all material respects with the Securities Act and the applicable rules and regulations of its datethe Commission thereunder and (iii) the Prospectus will not contain, did not and, as of each Applicable Timeamended or supplemented, if anyapplicable, will not contain 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 two immediately preceding sentences sentence do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Ladenburg furnished to the Company in writing by the Managers Ladenburg expressly for use therein. The parties hereto agree that the information provided in writing by or on behalf of Ladenburg expressly for use in the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto consists solely of the material referred to in Exhibit A hereto, as updated from time to time. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Timeof the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Timeof the Settlement Dates, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Timeof 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 two immediately preceding sentences do not apply to statements information contained in or omissions omitted from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Cowen furnished to the Company in writing by the Managers Cowen expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co [Agent] or KeyBanc Capital Markets[Agent], Inc. [Agent], [Agent], [Agent], [Agent], or [Agent] (the “Alternate ManagerManagers”, and together with CF&Co[Agent], the “Managers”) furnished to the Company in writing by the Managers expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. The Each 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 ▇▇▇▇▇, 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, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effectiveor becomes effective and at all subsequent times, complied and, as of each Applicable Time, if any, and will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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, as of its date) at all subsequent times, did not and, as of each Applicable Time, if any, 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 two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, 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 CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) any Underwriter furnished to the Company in writing by the Managers 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 exhibits an exhibit to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. As of (i) the time of filing of the Registration Statement and (ii) as of each Applicable Time, the Company was not an “ineligible issuer” in connection with the offering of the Placement Shares pursuant to Rules 164, 405 and 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, 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 and any post-effective amendment thereto, at the time it became becomes effective, complied and, and as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers Sale Agent expressly for use therein. The parties hereto agree that the information provided in writing by or on behalf of the Sales Agent expressly for use in the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, consists solely of the material referred to in Schedule 4 hereto, as updated from time to time. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. As of (i) the time of filing of the Registration Statement and (ii) as of the date of this Agreement, the Company was not an “ineligible issuer” in connection with the offering of the Placement Shares pursuant to Rules 164, 405 and 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, 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 and any post-effective amendment thereto, at the time it became becomes effective, complied and, and as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers Sale Agent expressly for use therein. There are no contracts The parties hereto agree that the information provided in writing by or other documents required to be described on behalf of the Sales Agents expressly for use in the Prospectus Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, consists solely of the material referred to be filed in Schedule 5 hereto, as exhibits updated from time to the Registration Statement which have not been described or filed as requiredtime.

No Misstatement or Omission. The Prospectus when filed will comply or 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 and any post-effective amendment amendments or supplements thereto, at the time it became effectivebecomes effective or its date, complied andas applicable, will comply and as of each Applicable Timeof the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable TimeSettlement Date, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Timeof 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Cowen furnished to the Company in writing by the Managers Cowen expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. The Prospectus when filed will comply or 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 and any post-effective amendment thereto, at the time it became becomes effective, complied and, and as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers Sale Agent expressly for use therein. There are no contracts The parties hereto agree that the information provided in writing by or other documents required to be described on behalf of the Sales Agents expressly for use in the Prospectus Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, consists solely of the material referred to be filed in Schedule 5 hereto, as exhibits updated from time to the Registration Statement which have not been described or filed as requiredtime.

No Misstatement or Omission. The Prospectus when filed will comply or 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 and any post-effective amendment thereto, at the time it became effective, complied becomes effective and, as of each Applicable Timeof the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Timeof the Settlement Dates, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Timeof 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers Cowen expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co KBCM or KeyBanc Capital Markets, Inc. Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. (the “Alternate Manager”, and together with CF&CoKBCM, the “Managers”) furnished to the Company in writing by the Managers expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. The Prospectus when filed will comply or 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 and any post-effective amendment thereto, at the time it became becomes effective, complied and, as of each Applicable Timeof the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Timeof the Settlement Dates, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Timeof 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Cowen furnished to the Company in writing by the Managers Cowen expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. The Prospectus when filed Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each The Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, complied in all material respects with the Registration Statement, any Rule 462(b) Securities Act. The Registration Statement and any post-effective amendment thereto, at the time it became effective, complied anddid not, and as of each Applicable Timethe Closing Date will not, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, if anythe date hereof and the 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Placement Agent furnished to the Company in writing by the Managers Placement Agent expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. The Prospectus when filed will comply or 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 and any post-effective amendment or supplement thereto, at the time it became effective, complied and, as of each Applicable Timeof the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable TimeSettlement Date, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Timeof 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Cowen furnished to the Company in writing by the Managers Cowen expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Timeof the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Timeof the Settlement Dates, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Timeof 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Manager furnished to the Company in writing by the Managers Manager expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became effective, complied becomes effective and, as of each Applicable Timeof the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Timeof the Settlement Dates, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Timeof 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) Cowen furnished to the Company in writing by the Managers Cowen expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc., BMO Capital Markets Corp., Barclays Capital Inc., Citigroup Global Markets Inc., Mitsubishi UFJ Securities (USA), Inc. or Liquidnet, Inc. (the “Alternate ManagerManagers”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. The Prospectus when filed complied or will comply 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 Statement, and any post-effective amendment amendments or supplements thereto, at the time it became effective, complied and, becomes effective and as of each Applicable Time, if any, complied and will comply in all material respects with the Securities Act and did will not and, as of each Applicable Time, 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 or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) furnished to the Company in writing by the Managers Cowen expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Misstatement or Omission. 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 Statement, the Prospectus and any post-effective amendment amendments or supplements thereto, at the time it became effectiveeffective or its date, complied andas applicable, and as of each Applicable Time, if any, will comply complied in all material respects with the Securities Act and did not and, as of each Applicable TimeSettlement Date, 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 or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, did not and, date and as of each Applicable TimeSettlement Date, 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 two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to CF&Co or KeyBanc Capital Markets, Inc. (the “Alternate Manager”, and together with CF&Co, the “Managers”) HCW furnished to the Company in writing by the Managers HCW expressly for use therein. There are no material contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.