Common use of Acknowledgements of the Investor Clause in Contracts

Acknowledgements of the Investor. The Investor acknowledges and agrees that: (a) the Investor has received and read the Offering Memorandum and/or the Declaration of Trust; (b) the representations, warranties and certifications contained in this Subscription Agreement are made by the Investor with the intent that they be relied upon by the Fund and the Manager in determining the Investor’s eligibility as a purchaser of Units and the Investor hereby agrees to indemnify the Fund and the Manager against all losses, claims, costs, expenses and damages or liabilities of any kind whatsoever, including, without restriction, taxes, interest and penalties which any of them may suffer or incur, caused or arising from reliance thereon and the Investor undertakes to notify the Fund and the Manager immediately at the address of the Manager of any change in the accuracy of any representation, warranty or certification; (c) participation in the Fund is subject to acceptance of this Subscription Agreement by the Manager on behalf of the Fund and to the cheque or bank draft representing payment of the Purchase Price being honoured upon presentation for payment; (d) the Investor is purchasing Units pursuant to an exemption from the prospectus requirements under applicable securities legislation and that, as a consequence, it is restricted from using most of the civil remedies available under such legislation, it may not receive information that would otherwise be required to be provided to it under such legislation, and that the Fund is not subject to certain obligations that would otherwise apply under such legislation; (e) transfer of the Investor’s Units will be subject to compliance with applicable securities legislation and to the approval of the Manager; (f) the Investor’s rights as an investor in the Fund are determined solely by the terms of the Declaration of Trust of the Fund, which rights may be changed without the Investor’s consent in the manner set out in the Declaration of Trust; the terms upon which Units are purchased by the Investor are as set out in this Subscription Agreement; the Offering Memorandum has been provided to the Investor for information only; the Investor is entitled to the remedies provided in Section 8 below if the Offering Memorandum contains a misrepresentation; and the Offering Memorandum does not otherwise affect the rights and obligations between the Fund and the Investor nor forms part of the terms of the agreement by which the Investor purchases Units, except to the extent that the Declaration of Trust or this Subscription Agreement, respectively, expressly so state; (g) no unitholder of the Fund or annuitant or beneficiary under a plan of which a unitholder of the Fund acts as trustee or carrier shall be subject to any liability whatsoever, in tort, contract or otherwise, to the Investor for, and no resort shall be had to his or her property for satisfaction of, any obligation, liability or claim arising out of or in connection with the obligations, affairs or assets of the Fund, the Manager or the trustee of the Fund (including, without limitation, the obligations and liabilities of the Fund to the Investor pursuant to the agreement resulting from the Manager’s acceptance of this Subscription Agreement on behalf of the Fund), but rather the assets of the Fund exclusively are intended to be liable and subject to levy or execution for such satisfaction; and (h) this Subscription Agreement requires the Investor to provide certain personal information to the Fund. Such information is being collected by the Fund for purposes which include, without limitation, determining the Investor’s eligibility to purchase the Units under applicable securities laws, and completing filings required by the Ontario Securities Commission (the "OSC") and other regulators, if applicable. The Investor’s personal information may be disclosed by the Fund to securities regulatory authorities and any of the other parties involved in the administration of the Fund including legal counsel and other advisors. The personal information is being collected indirectly by the OSC under the authority granted to it in securities legislation for the purposes of the administration and enforcement of Ontario securities legislation. By executing this Subscription Agreement, the Investor hereby authorizes the indirect collection of the personal information by the OSC and is deemed to be consenting to the foregoing collection, use and disclosure of the Investor’s personal information. The Investor also consents to the filing of copies or originals of any of the documents as may be required to be filed with any securities regulatory authority in connection with the transactions contemplated hereby. The Fund hereby notifies the Investor that the Administrative Assistant to the Director of Corporate Finance at the OSC can answer questions about the OSC’s indirect collection of the Investor’s personal information and can be contacted at (000) 000-0000, Suite 1903, Box 0000 Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0.

Acknowledgements of the Investor. The Investor acknowledges and agrees that: (a) the Investor has received Company may complete additional financings in the future in order to develop the business of the Company and read fund its ongoing operations and development, and such future financings may have a dilutive effect on current securityholders of the Offering Memorandum and/or Company, including the Declaration of TrustInvestor, and there can be no assurance that such financing will be available, on reasonable terms or at all, and if not available, the Company may be unable to fund its ongoing development; (b) in order to ensure compliance with Rule 5635 of the representationsrules of The Nasdaq Stock Market, warranties and certifications contained in this Subscription Agreement are made by to the Investor extent that conversion of the Convertible Debentures into Common Shares, together with the intent that they be relied upon by issuance of Common Shares pursuant to the Fund payment of interest on the Convertible Debentures and any other issuance of Common Shares pursuant to the Manager Convertible Debentures would result in determining the issuance of more than 19.99% of the Common Shares issued and outstanding on February 17, 2023 (the “Conversion Cap”), the Company shall issue Common Shares equal to, as near as possible, but not exceeding the Conversion Cap, being 98,929,320 Common Shares, and after such number of Common Shares have been issued to the Investor’s eligibility as a purchaser of Units , the remaining issued and outstanding Convertible Debentures shall be surrendered and cancelled in accordance with the Investor hereby agrees to indemnify the Fund and the Manager against all losses, claims, costs, expenses and damages or liabilities of any kind whatsoever, including, without restriction, taxes, interest and penalties which any of them may suffer or incur, caused or arising from reliance thereon and the Investor undertakes to notify the Fund and the Manager immediately at the address terms of the Manager of any change in the accuracy of any representation, warranty or certificationIndenture; (c) participation in the Fund is accordance with and subject to acceptance of this Subscription Agreement by the Manager on behalf terms of the Fund and Indenture, in no event shall the Company issue, be required to issue or be deemed to have issued a number of Common Shares upon conversion or otherwise pursuant to the cheque or bank draft representing payment Convertible Debentures (including, for greater certainty on account of any principal, premium, if any, interest, if any) and the Investor shall not have the right to convert any portion of any Convertible Debenture pursuant to the terms and conditions of the Purchase Price being honoured upon presentation for paymentIndenture or the Convertible Debentures and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Investor together with the other Attribution Parties collectively would beneficially own or exercise control or direction over, directly or indirectly in excess of 4.99% (the “Maximum Percentage”) of the Common Shares outstanding immediately after giving effect to such conversion; (d) the Company has advised the Investor that the Company is purchasing Units pursuant relying on and will be representing to Governmental Entities that it is relying on an exemption from the requirements to provide the Investor with a prospectus requirements under applicable securities legislation and thatin Canada pursuant to Section 2.3 of OSC Rule 72-503 – Distributions Outside of Canada and, as a consequenceconsequence of acquiring securities pursuant to this exemption, it is restricted from using most certain protections, rights and remedies provided by Canadian Securities Laws, including statutory rights of rescission or damages, will not be available to the civil remedies available under such legislation, it may not receive information that would otherwise be required to be provided to it under such legislation, and that the Fund is not subject to certain obligations that would otherwise apply under such legislationInvestor; (e) transfer other than the agency fees payable to the Agent and the fees payable to the Trustee in accordance with the terms of the Investor’s Units Indenture, no other fee or commission is payable by the Company in connection with the completion of the transaction contemplated by this Agreement; however, the Company will be subject to compliance with applicable securities legislation pay, certain reasonable fees and expenses of the Agent and the Investor (including the reasonable and documented fees and expenses of counsel to the approval of Agent and counsel to the ManagerInvestor) in connection with the transaction contemplated by this Agreement as contemplated in Section 7.7 hereof; (f) the Investor’s rights as an investor in the Fund are determined solely by the terms of the Declaration of Trust of the Fund, which rights there may be changed without the Investor’s consent in the manner set out in the Declaration of Trust; the terms upon which Units are purchased by the Investor are as set out in this Subscription Agreement; the Offering Memorandum has been provided material tax consequences to the Investor for information only; as a result of an acquisition, conversion or disposition of the Convertible Debentures and on disposition of the Common Shares issuable upon conversion of the Convertible Debentures, and the Company gives no opinion and makes no representations with respect to the tax consequences to the Investor is entitled to the remedies provided in Section 8 below if the Offering Memorandum contains a misrepresentationunder United States federal, state or local, Canadian federal, provincial or local or other foreign tax law of any such acquisition, conversion or disposition of such Convertible Debentures or Common Shares, as applicable; and the Offering Memorandum does not otherwise affect the rights and obligations between the Fund and the Investor nor forms part of the terms of the agreement by which the Investor purchases Units, except to the extent that the Declaration of Trust or this Subscription Agreement, respectively, expressly so state;and (g) the Company makes no unitholder of the Fund and has not made any representations or annuitant or beneficiary under a plan of which a unitholder of the Fund acts as trustee or carrier shall be subject warranties with respect to any liability whatsoever, in tort, contract or otherwise, to the Investor for, and no resort shall be had to his or her property for satisfaction of, any obligation, liability or claim arising out of or in connection with the obligations, affairs or assets of the Fund, the Manager or the trustee of the Fund (including, without limitation, the obligations and liabilities of the Fund to the Investor pursuant to the agreement resulting from the Manager’s acceptance of this Subscription Agreement on behalf of the Fund), but rather the assets of the Fund exclusively are intended to be liable and subject to levy or execution for such satisfaction; and (h) this Subscription Agreement requires the Investor to provide certain personal information to the Fund. Such information is being collected by the Fund for purposes which include, without limitation, determining the Investor’s eligibility to purchase the Units under applicable securities laws, and completing filings required by the Ontario Securities Commission (the "OSC") and other regulators, if applicable. The Investor’s personal information may be disclosed by the Fund to securities regulatory authorities and any of the other parties involved in the administration of the Fund including legal counsel and other advisors. The personal information is being collected indirectly by the OSC under the authority granted to it in securities legislation for the purposes of the administration and enforcement of Ontario securities legislation. By executing this Subscription Agreement, the Investor hereby authorizes the indirect collection of the personal information by the OSC and is deemed to be consenting to the foregoing collection, use and disclosure of the Investor’s personal information. The Investor also consents to the filing of copies or originals of any of the documents as may be required to be filed with any securities regulatory authority in connection with the transactions contemplated hereby. The Fund hereby notifies the Investor that the Administrative Assistant to the Director of Corporate Finance at the OSC can answer questions about the OSC’s indirect collection of the Investor’s personal information and can be contacted at (000) 000-0000, Suite 1903, Box 0000 Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0other than those specifically set forth in Section 3.1.

Acknowledgements of the Investor. The Investor acknowledges and agrees that: (a) the Investor has received and read the Offering Memorandum and/or the Declaration of Trust; (b) the representations, warranties and certifications contained in this Subscription Agreement are made by the Investor with the intent that they be relied upon by the Fund and the Manager in determining the Investor’s eligibility as a purchaser of Units and the Investor hereby agrees to indemnify the Fund and the Manager against all losses, claims, costs, expenses and damages or liabilities of any kind whatsoever, including, without restriction, taxes, interest and penalties which any of them may suffer or incur, caused or arising from reliance thereon and the Investor undertakes to notify the Fund and the Manager immediately at the address of the Manager of any change in the accuracy of any representation, warranty or certification; (c) participation in the Fund is subject to acceptance of this Subscription Agreement by the Manager on behalf of the Fund and to the cheque or bank draft representing payment of the Purchase Price being honoured upon presentation for payment; (d) the Investor is purchasing Units pursuant to an exemption from the prospectus requirements under applicable securities legislation and that, as a consequence, it is restricted from using most of the civil remedies available under such legislation, it may not receive information that would otherwise be required to be provided to it under such legislation, and that the Fund is not subject to certain obligations that would otherwise apply under such legislation; (e) transfer of the Investor’s Units will be subject to compliance with applicable securities legislation and to the approval of the Manager; (f) the Investor’s rights as an investor in the Fund are determined solely by the terms of the Declaration of Trust of the Fund, which rights may be changed without the Investor’s consent in the manner set out in the Declaration of Trust; the terms upon which Units are purchased by the Investor are as set out in this Subscription Agreement; the Offering Memorandum has been provided to the Investor for information only; the Investor is entitled to the remedies provided in Section 8 below if the Offering Memorandum contains a misrepresentation; and the Offering Memorandum does not otherwise affect the rights and obligations between the Fund and the Investor nor forms part of the terms of the agreement by which the Investor purchases Units, except to the extent that the Declaration of Trust or this Subscription Agreement, respectively, expressly so state; (g) no unitholder of the Fund or annuitant or beneficiary under a plan of which a unitholder of the Fund acts as trustee or carrier shall be subject to any liability whatsoever, in tort, contract or otherwise, to the Investor for, and no resort shall be had to his or her property for satisfaction of, any obligation, liability or claim arising out of or in connection with the obligations, affairs or assets of the Fund, the Manager or the trustee of the Fund (including, without limitation, the obligations and liabilities of the Fund to the Investor pursuant to the agreement resulting from the Manager’s acceptance of this Subscription Agreement on behalf of the Fund), but rather the assets of the Fund exclusively are intended to be liable and subject to levy or execution for such satisfaction; and (h) this Subscription Agreement requires the Investor to provide certain personal information to the Fund. Such information is being collected by the Fund for purposes which include, without limitation, determining the Investor’s eligibility to purchase the Units under applicable securities laws, and completing filings required by the Ontario Securities Commission (the "OSC") and other regulators, if applicable. The Investor’s personal information may be disclosed by the Fund to securities regulatory authorities and any of the other parties involved in the administration of the Fund including legal counsel and other advisors. The personal information is being collected indirectly by the OSC under the authority granted to it in securities legislation for the purposes of the administration and enforcement of Ontario securities legislation. By executing this Subscription Agreement, the Investor hereby authorizes the indirect collection of the personal information by the OSC and is deemed to be consenting to the foregoing collection, use and disclosure of the Investor’s personal information. The Investor also consents to the filing of copies or originals of any of the documents as may be required to be filed with any securities regulatory authority in connection with the transactions contemplated hereby. The Fund hereby notifies the Investor that the Administrative Assistant to the Director of Corporate Finance at the OSC can answer questions about the OSC’s indirect collection of the Investor’s personal information and can be contacted at (000) 000-0000, Suite 1903, Box 0000 Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0.

Acknowledgements of the Investor. The Investor acknowledges and agrees that: (a) the Investor has received Company may complete additional financings in the future in order to develop the business of the Company and read fund its ongoing operations and development, and such future financings may have a dilutive effect on then-current securityholders of the Offering Memorandum and/or Company, including the Declaration of TrustInvestor, and there can be no assurance that such financing will be available, on reasonable terms or at all, and if not available, the Company may be unable to fund its ongoing development; (b) the representations, warranties Company has advised the Investor that the Company is relying on and certifications contained in this Subscription Agreement are made by will be representing to Governmental Entities that it is relying on an exemption from the requirements to provide the Investor with the intent that they a prospectus in Canada and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by Canadian securities Laws, including statutory rights of rescission or damages, will not be relied upon by the Fund and the Manager in determining available to the Investor’s eligibility as a purchaser of Units and the Investor hereby agrees to indemnify the Fund and the Manager against all losses, claims, costs, expenses and damages or liabilities of any kind whatsoever, including, without restriction, taxes, interest and penalties which any of them may suffer or incur, caused or arising from reliance thereon and the Investor undertakes to notify the Fund and the Manager immediately at the address of the Manager of any change in the accuracy of any representation, warranty or certification; (c) participation in other than the Fund fees payable to the Agents, no other fee or commission is subject to acceptance of this Subscription Agreement payable by the Manager on behalf Company in connection with the completion of the Fund and to the cheque or bank draft representing payment of the Purchase Price being honoured upon presentation for paymenttransactions contemplated by this Agreement; (d) the Investor is purchasing Units pursuant to an exemption from indemnification of the prospectus requirements under applicable Agents by the Company and the restrictions on issuances of securities legislation by the Company and thattrading in securities of the Company by its directors and executive officers for certain periods, each as provided for in the Engagement Letter or the Lock-Up Agreements, as a consequence, it is restricted from using most of the civil remedies available under such legislation, it may not receive information that would otherwise be required to be provided to it under such legislation, and that the Fund is not subject to certain obligations that would otherwise apply under such legislationapplicable; (e) transfer there may be material tax consequences to the Investor as a result of the Investor’s Units will be subject to compliance acquisition or disposition of the underlying Unit Shares and Warrants and the Warrant Shares issuable upon exercise of the Warrants, and the Company gives no opinion and makes no representations with applicable securities legislation and respect to the approval tax consequences to the Investor under United States federal, state or local, Canadian federal, provincial or local or other foreign tax law of any such acquisition or disposition of such underlying Unit Shares and Warrants or Warrant Shares issuable upon exercise of the Manager;Warrants, as applicable; and (f) the Investor’s rights as an investor in the Fund are determined solely by the terms of the Declaration of Trust of the Fund, which rights may be changed without the Investor’s consent in the manner set out in the Declaration of Trust; the terms upon which Units are purchased by the Investor are as set out in this Subscription Agreement; the Offering Memorandum Company makes no and has been provided not made any representations or warranties with respect to the Investor for information only; the Investor is entitled to the remedies provided in Section 8 below if the Offering Memorandum contains a misrepresentation; and the Offering Memorandum does not otherwise affect the rights and obligations between the Fund and the Investor nor forms part of the terms of the agreement by which the Investor purchases Units, except to the extent that the Declaration of Trust or this Subscription Agreement, respectively, expressly so state; (g) no unitholder of the Fund or annuitant or beneficiary under a plan of which a unitholder of the Fund acts as trustee or carrier shall be subject to any liability whatsoever, in tort, contract or otherwise, to the Investor for, and no resort shall be had to his or her property for satisfaction of, any obligation, liability or claim arising out of or in connection with the obligations, affairs or assets of the Fund, the Manager or the trustee of the Fund (including, without limitation, the obligations and liabilities of the Fund to the Investor pursuant to the agreement resulting from the Manager’s acceptance of this Subscription Agreement on behalf of the Fund), but rather the assets of the Fund exclusively are intended to be liable and subject to levy or execution for such satisfaction; and (h) this Subscription Agreement requires the Investor to provide certain personal information to the Fund. Such information is being collected by the Fund for purposes which include, without limitation, determining the Investor’s eligibility to purchase the Units under applicable securities laws, and completing filings required by the Ontario Securities Commission (the "OSC") and other regulators, if applicable. The Investor’s personal information may be disclosed by the Fund to securities regulatory authorities and any of the other parties involved in the administration of the Fund including legal counsel and other advisors. The personal information is being collected indirectly by the OSC under the authority granted to it in securities legislation for the purposes of the administration and enforcement of Ontario securities legislation. By executing this Subscription Agreement, the Investor hereby authorizes the indirect collection of the personal information by the OSC and is deemed to be consenting to the foregoing collection, use and disclosure of the Investor’s personal information. The Investor also consents to the filing of copies or originals of any of the documents as may be required to be filed with any securities regulatory authority in connection with the transactions contemplated hereby. The Fund hereby notifies the Investor that the Administrative Assistant to the Director of Corporate Finance at the OSC can answer questions about the OSC’s indirect collection of the Investor’s personal information and can be contacted at (000) 000-0000, Suite 1903, Box 0000 Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0other than those specifically set forth in this Agreement.

Acknowledgements of the Investor. The Investor acknowledges and agrees that: (a) the Investor has received and read the Offering Memorandum and/or the Declaration of TrustMemorandum; (b) the representations, warranties and certifications contained in this Subscription Agreement are made by the Investor with the intent that they be relied upon by the Fund and the Manager in determining the Investor’s eligibility as a purchaser of Units and the Investor hereby agrees to indemnify the Fund and the Manager against all losses, claims, costs, expenses and damages or liabilities of any kind whatsoever, including, without restriction, taxes, interest and penalties which any of them may suffer or incur, caused or arising from reliance thereon and the Investor undertakes to notify the Fund and the Manager immediately at the address of the Manager of any change in the accuracy of any representation, warranty or certification; (c) participation in the Fund is subject to acceptance of this Subscription Agreement by the Manager on behalf of the Fund and to the cheque or bank draft representing payment of the Purchase Price being honoured upon presentation for payment; (d) the Investor is purchasing Units pursuant to an exemption from the prospectus requirements under applicable securities legislation and that, as a consequence, it is restricted from using most of the civil remedies available under such legislation, it may not receive information that would otherwise be required to be provided to it under such legislation, and that the Fund is not subject to certain obligations that would otherwise apply under such legislation; (e) transfer of the Investor’s Units will be subject to compliance with applicable securities legislation and to the approval of the Manager; (f) the Investor’s rights as an investor in the Fund are determined solely by the terms of the Declaration of Trust of the Fund, which rights may be changed without the Investor’s consent in the manner set out in the Declaration of Trust; the terms upon which Units are purchased by the Investor are as set out in this Subscription Agreement; the Offering Memorandum has been provided to the Investor for information only; only and the Investor is entitled to the remedies provided in Section 8 9 below if the Offering Memorandum contains a misrepresentation; and the Offering Memorandum does not otherwise affect the rights and obligations between the Fund and the Investor nor forms part of the terms of the agreement by which the Investor purchases Units, except to the extent that the Declaration of Trust or this Subscription Agreement, respectively, expressly so state; (g) no unitholder of the Fund or annuitant or beneficiary under a plan of which a unitholder of the Fund acts as trustee or carrier shall be subject to any liability whatsoever, in tort, contract or otherwise, to the Investor for, and no resort shall be had to his or her property for satisfaction of, any obligation, liability or claim arising out of or in connection with the obligations, affairs or assets of the Fund, the Manager or the trustee of the Fund (including, without limitation, the obligations and liabilities of the Fund to the Investor pursuant to the agreement resulting from the Manager’s acceptance of this Subscription Agreement on behalf of the Fund), but rather the assets of the Fund exclusively are intended to be liable and subject to levy or execution for such satisfaction; and; (h) this Subscription Agreement requires the Investor to provide certain personal information to the Fund. Such information is being collected by the Fund for purposes which include, without limitation, determining the Investor’s eligibility to purchase the Units under applicable securities laws, and completing filings required by the Ontario Securities Commission (the "“OSC"”) and other regulators, if applicable. The Investor’s personal information may be disclosed by the Fund to securities regulatory authorities and any of the other parties involved in the administration of the Fund including legal counsel and other advisors. The personal information is being collected indirectly by the OSC under the authority granted to it in securities legislation for the purposes of the administration and enforcement of Ontario securities legislation. By executing this Subscription Agreement, the Investor hereby authorizes the indirect collection of the personal information by the OSC and is deemed to be consenting to the foregoing collection, use and disclosure of the Investor’s personal information. The Investor also consents to the filing of copies or originals of any of the documents as may be required to be filed with any securities regulatory authority in connection with the transactions contemplated hereby. The Fund hereby notifies the Investor that the Administrative Assistant to the Director of Corporate Finance Support Clerk at the OSC can answer questions about the OSC’s indirect collection of the Investor’s personal information and can be contacted at (000) 000-0000, Suite 1903Xxxxx 0000, Box 0000 Xxx 00, 00 Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0; and (i) the Investor is responsible for obtaining such legal and tax advice as it considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and is aware that the Fund’s counsel is acting solely as counsel to the Fund and not to the Investor.

Acknowledgements of the Investor. The Investor acknowledges and agrees that: (a) the Investor has received and read the Offering Memorandum and/or the Declaration of Trust; (b) the representations, warranties and certifications contained in this Subscription Agreement are made by the Investor with the intent that they be relied upon by the Fund and the Manager in determining the Investor’s eligibility as a purchaser of Units and the Investor hereby agrees to indemnify the Fund and the Manager against all losses, claims, costs, expenses and damages or liabilities of any kind whatsoever, including, without restriction, taxes, interest and penalties which any of them may suffer or incur, caused or arising from reliance thereon and the Investor undertakes to notify the Fund and the Manager immediately at the address of the Manager of any change in the accuracy of any representation, warranty or certification; (c) participation in the Fund The Company is subject to acceptance of this Subscription Agreement by the Manager relying on behalf of the Fund and to the cheque or bank draft representing payment of the Purchase Price being honoured upon presentation for payment; (d) the Investor is purchasing Units pursuant to an exemption from the requirement to provide the Investor with a prospectus requirements under applicable securities legislation and thatSecurities Laws and, as a consequenceconsequence of acquiring the Purchased Securities pursuant to such exemption, it is restricted from using most certain protections, rights and remedies provided by Securities Laws, including statutory rights of rescission or damages, will not be available to the civil remedies available under such legislationInvestor, it and the Investor may not receive information that would otherwise be required to be provided to it under Securities Laws. (b) The Investor has not been provided with an offering memorandum or sales literature (as such legislationterms are defined in any Securities Laws) or any similar document in connection with its subscription for the Purchased Securities, and that the Fund is decision to execute this Agreement and to purchase the Purchased Securities has not subject been based upon any verbal or written representations as to certain obligations that would fact or otherwise apply under made by or on behalf of the Company, other than such legislation;written representations as are expressly contained in this Agreement. (ec) transfer of The Purchased Securities are being offered for sale on a “private placement” basis and the Investor’s Units Purchased Securities will be subject to compliance with applicable securities legislation and to the approval of the Manager; (f) the Investor’s rights as an investor in the Fund are determined solely by the terms of the Declaration of Trust of the Fundstatutory resale restrictions under Securities Laws, which rights may be changed without the Investor’s consent in the manner set out in the Declaration of Trust; the terms upon which Units are purchased by the Investor are as set out in this Subscription Agreement; the Offering Memorandum has been provided to the Investor for information only; the Investor is entitled to the remedies provided in Section 8 below if the Offering Memorandum contains a misrepresentation; and the Offering Memorandum does not otherwise affect the rights and obligations between the Fund and the Investor nor forms part of covenants, on its own behalf, that it will not resell the terms of Purchased Securities except in compliance with such Securities Laws and acknowledges that it is solely responsible (and the agreement by which Company is not in any way responsible) for such compliance. The Investor acknowledges that any share certificates issued representing the Purchased Securities will bear the following legends: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MUST NOT TRADE THE SECURITIES BEFORE [INSERT DATE THAT IS 4 MONTHS AND A DAY AFTER THE APPLICABLE CLOSING DATE]” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX”. (d) The Investor purchases Units, except to acknowledges and consents to: (i) the extent fact that the Declaration of Trust or this Subscription AgreementCompany is collecting personal information (as that term is defined under applicable privacy legislation, respectively, expressly so state; (g) no unitholder of the Fund or annuitant or beneficiary under a plan of which a unitholder of the Fund acts as trustee or carrier shall be subject to any liability whatsoever, in tort, contract or otherwise, to the Investor for, and no resort shall be had to his or her property for satisfaction of, any obligation, liability or claim arising out of or in connection with the obligations, affairs or assets of the Fund, the Manager or the trustee of the Fund (including, without limitation, the obligations Personal Information Protection and liabilities Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time); (ii) the Company retaining such personal information for as long as permitted or required by Applicable Law or business practices; (iii) the fact that the Company may be required by Securities Laws, the rules and policies of any stock exchange or the rules of the Fund Canadian Investment Regulatory Organization to provide regulatory authorities with any personal information provided by the Investor pursuant to in or in connection with this Agreement; and (iv) the agreement resulting from the Manager’s acceptance of this Subscription Agreement on behalf of the Fund), but rather the assets of the Fund exclusively are intended to be liable and subject to levy or execution for such satisfaction; and (h) this Subscription Agreement requires the Investor to provide certain personal information to the Fund. Such information is being collected by the Fund for purposes which include, without limitation, determining the Investor’s eligibility to purchase the Units under applicable securities laws, and completing filings required by the Ontario Securities Commission (the "OSC") and other regulators, if applicable. The Investor’s personal information may be disclosed by the Fund to securities regulatory authorities and any of the other parties involved in the administration of the Fund including legal counsel and other advisors. The personal information is being collected indirectly by the OSC under the authority granted to it in securities legislation for the purposes of the administration and enforcement of Ontario securities legislation. By executing this Subscription Agreement, the Investor hereby authorizes the indirect collection of the personal information by the OSC and is deemed to be consenting to the foregoing collection, use and disclosure of the Investor’s personal informationinformation by the TSX. (e) The Purchased Securities are being acquired for investment only and not with a view of any distribution thereof, except in accordance with applicable Securities Laws and the U.S. Securities Act. The Investor also consents understands that the Purchased Securities to be purchased by it have not been registered under the filing of copies U.S. Securities Act, or originals the Securities Laws of any state and must be held indefinitely unless subsequently registered under the U.S. Securities Act and any applicable state Securities Laws of any state of the documents as may be required to be filed with any securities regulatory authority in connection with the transactions contemplated hereby. The Fund hereby notifies the Investor that the Administrative Assistant to the Director of Corporate Finance at the OSC can answer questions about the OSC’s indirect collection of the Investor’s personal information and can be contacted at (000) 000-0000, Suite 1903, Box 0000 Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0United States or unless an exemption from registration is or becomes available.

Acknowledgements of the Investor. The Investor understands and acknowledges and agrees that: (a) There are certain risks of loss of investment incident to an investment in the Investor has received and read the Offering Memorandum and/or the Declaration of Trust;Interest. (b) There is no established market for the representationsInterest evidenced hereby, and no public market for such Interest is expected to develop. (c) The Operating Agreement contains substantial restrictions on transferability of this Interest. (d) The Company has only recently been organized and has a limited financial and operating history. (e) Any transfer of this Interest may result in substantial adverse tax consequences to the undersigned. (f) This subscription may be accepted or rejected in whole or in part by the Company in its sole and absolute discretion. In the event that Investor’s subscription is not accepted, Investor’s subscription payment shall be returned promptly to Investor and this Subscription Agreement shall be terminated for all purposes. (g) No federal or state agency has made any finding or determination as to the fairness of this offering for investment, nor any recommendation or endorsement of the Interest evidenced hereby. (h) There are material federal, state and local tax risks associated with the purchase of the Interest. The undersigned is not relying on the Company for tax considerations of an investment in this Interest and understands that there will be no tax opinion concerning the tax effects of such investment. Any tax effects which may be expected by the Company are not susceptible of absolute prediction, and audit adjustments to Company income tax returns, new rulings of the Internal Revenue Service, court decisions or legislative changes may have an adverse effect on one or more of the tax consequences sought by the Company. The undersigned understands that it will be required to report its allocable share of the Company’s taxable income for income tax purposes, whether or not it receives distributions from the Company. Further, if the undersigned is a foreign investor, it understands that allocations and distributions of income to it may be subject to U.S. withholding taxes. PROSPECTIVE INVESTORS, PARTICULARLY FOREIGN INVESTORS, ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH SPECIFIC REFERENCE TO THE TAX EFFECTS OF AN INVESTMENT IN THE COMPANY AND THEIR OWN TAX SITUATIONS. FOREIGN INVESTORS ARE URGED TO SEEK ADVICE IN PARTICULAR WITH RESPECT TO THE APPLICATION AND EFFECT OF BOTH UNITED STATES TAX LAWS AND TREATIES AND THE TAX LAWS OF THE COUNTRIES IN WHICH THEY ARE ORGANIZED OR CONDUCT BUSINESS. (i) The Interest evidenced hereby has not been registered under the Securities Act of 1933 (the “Securities Act”) or the securities act of any state, and thus the undersigned must bear the economic risk of the investment indefinitely because (i) this Interest may not be sold unless subsequently registered under the Securities Act and the applicable state securities acts or an exemption from such registration is available, and (ii) such registration under the Securities Act and applicable state securities acts is unlikely at any time in the future. The undersigned understands that, in addition to complying with substantial transfer restrictions set forth in the Operating Agreement, the Company is not obligated to register the Interest under the Securities Act or to assist the undersigned in complying with the Securities Act. (j) Any assignment, sale, transfer, exchange or other disposition of the Interest, in whole or part, may be made only with the prior written consent of the Company, and the Company is not required to consent to any such transfer. Any transferee of this Interest may, at a minimum, be required to satisfy the investor standards and restrictions that have been applied to the undersigned. The undersigned acknowledges, warrants and agrees that, in addition to complying with substantial transfer restrictions set forth in the Operating Agreement, the undersigned will not sell, transfer or otherwise dispose of (each disposition referred to herein as a “transfer”) the Interest without: (i) The registration of the Interest under the Securities Act or until the Company shall have received, at the undersigned’s expense, evidence satisfactory to the Company (which may include, among other things, a “no-action” substance satisfactory to the Company) that such transfer is exempt from registration under the Securities Act. (ii) Registration or qualification of the Interest under applicable state securities laws or until the Company shall have received, at the undersigned’s expense, evidence satisfactory to the Company (which may include, among other things, a written opinion in form and substance satisfactory to the Company of legal counsel acceptable to the Company) that such transfer is exempt from registration or qualification under applicable state securities laws; (iii) A written opinion in form and substance satisfactory to the Company of legal counsel acceptable to the Company, to the effect that any such contemplated transfer, alone or in conjunction with past transfers or likely future transfers, will not cause the undersigned to be deemed to be an underwriter or engaged in a distribution with respect to such Interest; (iv) Receiving, for the express benefit of the Company and other subscribers, the representations and warranties and certifications contained that are set forth in this Subscription Agreement are made by Agreement, in writing from any person to whom such Interest is sold, transferred or otherwise disposed of; and (v) Furnishing the Investor Company with an undertaking, in form and substance satisfactory to the intent that they be relied upon by Company, indemnifying the Fund Company and the Manager its Affiliates (as defined in determining the Investor’s eligibility as a purchaser Rule 501(b) of Units and the Investor hereby agrees to indemnify the Fund and the Manager Regulation D) against all any costs, losses, claims, costsliabilities or expenses incurred by the Company in connection with the proposed offer, expenses and damages sale, transfer or liabilities of any kind whatsoever, including, without restriction, taxes, interest and penalties which any of them may suffer or incur, caused or arising from reliance thereon and the Investor undertakes to notify the Fund and the Manager immediately at the address other disposition of the Manager of any change in the accuracy of any representation, warranty or certification;Interest. (ck) participation in The Company is relying upon the Fund is subject to acceptance of this Subscription Agreement by the Manager on behalf of the Fund information and to the cheque or bank draft representing payment of the Purchase Price being honoured upon presentation for payment; (d) the representations concerning Investor is purchasing Units pursuant to an exemption from the prospectus requirements under applicable securities legislation and that, as a consequence, it is restricted from using most of the civil remedies available under such legislation, it may not receive information that would otherwise be required to be provided to it under such legislation, and that the Fund is not subject to certain obligations that would otherwise apply under such legislation; (e) transfer of the Investor’s Units will be subject to compliance with applicable securities legislation and to the approval of the Manager; (f) the Investor’s rights as an investor in the Fund are determined solely by the terms of the Declaration of Trust of the Fund, which rights may be changed without the Investor’s consent in the manner set out in the Declaration of Trust; the terms upon which Units are purchased by the Investor are as set out in this Subscription Agreement; the Offering Memorandum has been provided to the . Investor for affirms that all such information only; the is accurate and complete and may be relied upon in determining whether Investor is entitled qualified to participate in the remedies provided in Section 8 below if Initial Financing and otherwise for purposes of determining the Offering Memorandum contains a misrepresentation; availability of an exemption from registration for the offer and the Offering Memorandum does not otherwise affect the rights and obligations between the Fund and the Investor nor forms part sale of the terms of the agreement by which the Investor purchases Units, except to the extent that the Declaration of Trust or this Subscription Agreement, respectively, expressly so state; (g) no unitholder of the Fund or annuitant or beneficiary under a plan of which a unitholder of the Fund acts as trustee or carrier shall be subject to any liability whatsoever, in tort, contract or otherwise, to the Investor for, and no resort shall be had to his or her property for satisfaction of, any obligation, liability or claim arising out of or in connection with the obligations, affairs or assets of the Fund, the Manager or the trustee of the Fund (including, without limitation, the obligations and liabilities of the Fund to the Investor pursuant to the agreement resulting from the Manager’s acceptance of this Subscription Agreement on behalf of the Fund), but rather the assets of the Fund exclusively are intended to be liable and subject to levy or execution for such satisfaction; and (h) this Subscription Agreement requires the Investor to provide certain personal information to the Fund. Such information is being collected by the Fund for purposes which include, without limitation, determining the Investor’s eligibility to purchase the Units under applicable securities laws, and completing filings required by the Ontario Securities Commission (the "OSC") and other regulators, if applicable. The Investor’s personal information may be disclosed by the Fund to securities regulatory authorities and any of the other parties involved in the administration of the Fund including legal counsel and other advisors. The personal information is being collected indirectly by the OSC under the authority granted to it in securities legislation for the purposes of the administration and enforcement of Ontario securities legislation. By executing this Subscription Agreement, the Investor hereby authorizes the indirect collection of the personal information by the OSC and is deemed to be consenting to the foregoing collection, use and disclosure of the Investor’s personal information. The Investor also consents to the filing of copies or originals of any of the documents as may be required to be filed with any securities regulatory authority in connection with the transactions contemplated hereby. The Fund hereby notifies the Investor that the Administrative Assistant to the Director of Corporate Finance at the OSC can answer questions about the OSC’s indirect collection of the Investor’s personal information and can be contacted at (000) 000-0000, Suite 1903, Box 0000 Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0Interest.

Acknowledgements of the Investor. The Investor acknowledges and agrees that: (a) the Investor has received and read the Offering Memorandum and/or the Declaration of TrustMemorandum; (b) the representations, warranties and certifications contained in this Subscription Agreement are made by the Investor with the intent that they be relied upon by the Fund and the Manager in determining the Investor’s eligibility as a purchaser of Units and the Investor hereby agrees to indemnify the Fund and the Manager against all losses, claims, costs, expenses and damages or liabilities of any kind whatsoever, including, without restriction, taxes, interest and penalties which any of them may suffer or incur, caused or arising from reliance thereon and the Investor undertakes to notify the Fund and the Manager immediately at the address of the Manager of any change in the accuracy of any representation, warranty or certification; (c) participation in the Fund is subject to acceptance of this Subscription Agreement by the Manager on behalf of the Fund and to the cheque or bank draft representing payment of the Purchase Price being honoured upon presentation for payment; (d) the Investor is purchasing Units pursuant to an exemption from the prospectus requirements under applicable securities legislation and that, as a consequence, it is restricted from using most of the civil remedies available under such legislation, it may not receive information that would otherwise be required to be provided to it under such legislation, and that the Fund is not subject to certain obligations that would otherwise apply under such legislation; (e) transfer of the Investor’s Units will be subject to compliance with applicable securities legislation and to the approval of the Manager; (f) the Investor’s rights as an investor in the Fund are determined solely by the terms of the Declaration of Trust of the Fund, which rights may be changed without the Investor’s consent in the manner set out in the Declaration of Trust; the terms upon which Units are purchased by the Investor are as set out in this Subscription Agreement; the Offering Memorandum has been provided to the Investor for information only; only and the Investor is entitled to the remedies provided in Section 8 9 below if the Offering Memorandum contains a misrepresentation; and the Offering Memorandum does not otherwise affect the rights and obligations between the Fund and the Investor nor forms part of the terms of the agreement by which the Investor purchases Units, except to the extent that the Declaration of Trust or this Subscription Agreement, respectively, expressly so state; (g) no unitholder of the Fund or annuitant or beneficiary under a plan of which a unitholder of the Fund acts as trustee or carrier shall be subject to any liability whatsoever, whether in tort, contract or otherwise, to the Investor for, and no resort shall be had to his or her property for in satisfaction of, any obligation, liability or claim arising out of or in connection with the obligations, affairs or assets of the Fund, the Manager or the trustee of the Fund (including, without limitation, the obligations and liabilities of the Fund to the Investor pursuant to the agreement resulting from the Manager’s acceptance of this Subscription Agreement on behalf of the Fund), but rather the assets of the Fund exclusively are intended to be liable and subject to levy or execution for such satisfaction; and; (h) this Subscription Agreement requires the Investor to provide acknowledges and agrees that certain information (“personal information information”) pertaining to the Fund. Such information is being collected by the Fund for purposes which includeInvestor, without limitation, determining including the Investor’s eligibility to purchase name, address, telephone number and the Units under applicable number and value of securities lawspurchased, and completing filings required by the Ontario Securities Commission (the "OSC") and other regulators, if applicable. The Investor’s personal information may be disclosed by the Fund to Canadian securities regulatory authorities and any may become available to the public in accordance with the requirements of the other parties involved in the administration of the Fund including legal counsel and other advisorsapplicable securities laws. The personal information is being collected indirectly by the OSC applicable securities regulatory authority under the authority granted to it in securities legislation and this personal information is being collected for the purposes of the administration and enforcement of Ontario the securities legislationlegislation of the applicable local jurisdiction. By executing this Subscription Agreement, the Investor hereby authorizes the indirect collection of the personal information by the OSC applicable securities regulatory authority and is deemed to be consenting to the foregoing collection, use and disclosure of the Investor’s personal information. The Investor also consents to the filing of copies or originals of any of the documents as may be required to be filed with any securities regulatory authority in connection with the transactions contemplated hereby. The Fund hereby notifies the Investor that the Administrative Assistant to title, business address and business telephone number of the Director of Corporate Finance at public official in the OSC applicable local jurisdiction who can answer questions about the OSCapplicable security regulatory authority’s indirect collection of the Investor’s personal information is set out in Schedule A; and (i) the Investor is responsible for obtaining such legal and can be contacted at (000) 000-0000tax advice as it considers appropriate in connection with the execution, Suite 1903, Box 0000 Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0delivery and performance of this Subscription Agreement and is aware that the Fund’s counsel is acting solely as counsel to the Fund and not to the Investor.

Acknowledgements of the Investor. The Investor acknowledges and agrees that: (a) the Investor has received they have received, reviewed and read fully understands the Offering Memorandum and/or and have had the Declaration opportunity to ask and have answered all questions with respect to the business and affairs of Trustthe Fund, the units, and the subscription made hereby; (b) the representations and warranties of the Investor contained in this Subscription Agreement are, and will be on the date of issue of units, true and correct and will survive the completion of the issuance of the units; (c) the representations, warranties and certifications covenants contained in this Subscription Agreement are made by the Investor with the intent that they be relied upon by the Fund and the Manager Xxxxxxxx Xxxxxxxxx in determining the Investor’s eligibility as a purchaser of Units units and the Investor hereby agrees to indemnify each of the Fund and the Manager Xxxxxxxx Xxxxxxxxx against all losses, claims, costs, expenses and damages or liabilities of any kind whatsoever, including, without restriction, taxes, interest and penalties penalties, which any of them may suffer or incur, caused or arising from reliance thereon and the Investor undertakes to notify the Fund and the Manager immediately Xxxxxxxx Xxxxxxxxx immediately, at the address of the Manager Xxxxxxxx Xxxxxxxxx, of any change in the accuracy of any representation, warranty or certificationother information; (cd) if they make additional investments in the Fund, such investments must be made in accordance with the provisions of the Offering Memorandum and securities laws in the applicable offering jurisdiction and, in making any additional investments in the Fund, the Investor is not required to sign an additional subscription agreement, but is deemed to have repeated to the Fund the covenants, representations and warranties contained in this original Subscription Agreement, and to have represented to the Fund that the Investor is qualified to make the additional investment on the same basis as that set out in this original Subscription Agreement; (e) the investment objective of the Fund will govern investments made by the Fund and such investment objectives may conflict with the statement of investment policies and procedures for the Investor or its beneficiaries or any other document containing the investment objectives, policies and restrictions for the Investor or its beneficiaries; (f) participation in the Fund Funds is subject to acceptance of this Subscription Agreement by the Manager Xxxxxxxx Xxxxxxxxx on behalf of the Fund and to the cheque cheques or bank draft drafts representing payment of the Purchase Price purchase price being honoured upon presentation for paymentpayment or other form of payment being properly made and received; (dg) the Investor is they are purchasing Units units pursuant to an exemption from the prospectus requirements under applicable securities legislation legislation, no prospectus has been filed with any securities commission or other regulatory body, and that, as a consequence, it the Investor is restricted from using most of the civil remedies available under such legislation, it may not receive information that would otherwise be required to be provided to it the Investor under such legislation, and that the Fund is not subject to relieved from certain obligations that would otherwise apply under such legislation; (e) transfer of the Investor’s Units will be subject to compliance with applicable securities legislation and to the approval of the Manager; (f) the Investor’s rights as an investor in the Fund are determined solely by the terms of the Declaration of Trust of the Fund, which rights may be changed without the Investor’s consent in the manner set out in the Declaration of Trust; the terms upon which Units are purchased by the Investor are as set out in this Subscription Agreement; the Offering Memorandum has been provided to the Investor for information only; the Investor is entitled to the remedies provided in Section 8 below or if the Offering Memorandum contains a misrepresentation; and the Offering Memorandum does not otherwise affect the rights and obligations between the Fund and the Investor nor forms part of the terms of the agreement by which the Investor purchases Units, except to the extent that the Declaration of Trust or this Subscription Agreement, respectively, expressly so state; (g) no unitholder of the Fund or annuitant or beneficiary under a plan of which a unitholder of the Fund acts as trustee or carrier shall be subject to any liability whatsoever, in tort, contract or otherwise, to the Investor for, and no resort shall be had to his or her property for satisfaction of, any obligation, liability or claim arising out of or in connection with the obligations, affairs or assets of the Fund, the Manager or the trustee of the Fund (including, without limitation, the obligations and liabilities of the Fund to the Investor units were sold pursuant to the agreement resulting from the Manager’s acceptance of this Subscription Agreement on behalf of the Fund), but rather the assets of the Fund exclusively are intended to be liable and subject to levy or execution for such satisfactiona prospectus; and (h) this Subscription Agreement requires the Investor to provide certain personal information to the Fund. Such information is being collected by the Fund for purposes which include, without limitation, determining the Investor’s eligibility to purchase the Units under applicable securities laws, and completing filings required by the Ontario Securities Commission (the "OSC") and other regulators, if applicable. The Investor’s personal information may be disclosed by the Fund to securities regulatory authorities and any aware of the other parties involved characteristics of the units and of the risks associated with investment in the administration units and if an individual, has signed the Risk Acknowledgement Form forming part of the Fund including legal counsel and other advisors. The personal information is being collected indirectly by the OSC under the authority granted to it in securities legislation for the purposes of the administration and enforcement of Ontario securities legislation. By executing this Subscription Agreement, the Investor hereby authorizes the indirect collection of the personal information by the OSC and is deemed to be consenting to the foregoing collection, use and disclosure of the Investor’s personal information. The Investor also consents to the filing of copies or originals of any of the documents as may be required to be filed with any securities regulatory authority in connection with the transactions contemplated hereby. The Fund hereby notifies the Investor that the Administrative Assistant to the Director of Corporate Finance at the OSC can answer questions about the OSC’s indirect collection of the Investor’s personal information and can be contacted at (000) 000-0000, Suite 1903, Box 0000 Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0.