Page 55 - Listing Partners Pre Listing Offering

Agreement. This Subscription Agreement may not be amended or modified in any respect except by written instrument executed by each of the parties hereto.
9.7 Counterparts
This Subscription Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same Subscription Agreement. Counterparts may be delivered either in original or faxed form and the parties adopt any signature received by a receiving fax machine as original signatures of the parties.
9.8 Assignment
This Subscription Agreement may not be assigned by the Subscriber except with the prior written consent of the Corporation.
9.9 Enurement
Subject to Section 9.8, this Subscription Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, successors, administrators and permitted assigns.
9.10 Independent Legal Advice
The Subscriber hereby represents and warrants to the Corporation and acknowledges and agrees that it has had an opportunity to seek and was not prevented or discouraged by the Corporation or any other person, whether or not on behalf of the Corporation, from seeking independent legal advice prior to the execution and delivery of this Subscription Agreement and that, in the event that the Subscriber did not avail itself of that opportunity prior to signing this Subscription Agreement, the Subscriber did so voluntarily without undue pressure and agrees that the Subscriber’s failure to obtain independent legal advice shall not be used by the Subscriber as a defense to the enforcement of this Subscription Agreement.
9.11 Severability
If any term or other provision of this Subscription Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Subscription Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any such term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Subscription Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
9.12 Interpretation
When the context in which words are used in this Subscription Agreement indicates that such is the intent, singular words shall include the plural and vice versa and masculine words shall include the feminine and the neuter genders and vice versa.