Common use of Acknowledgements of the Subscriber Clause in Contracts

Acknowledgements of the Subscriber. The Subscriber, on its own behalf and on behalf of any disclosed principal for whom the Subscriber is contracting under this Subscription Agreement, hereby acknowledges and agrees that: (a) acknowledges that the offer made by this Subscription Agreement is irrevocable and requires acceptance by the Manager; (b) an investment in Units is not without risk and the Subscriber may lose his, her or its entire investment; (c) acknowledges that there is no market for the Units, and that their transfer or resale is subject to certain restrictions pursuant to Declaration of Trust and Applicable Securities Laws; (d) agrees that the Subscriber’s representations and warranties contained in Section 5 of this Subscription Agreement and the applicable schedules hereto must be true and correct at the closing as if made at such time and date having given effect to the transactions contemplated by this Subscription Agreement; (e) acknowledges that the Units have not been and will not be registered under the United States (f) acknowledges that the Subscriber has been advised to consult its own legal, investment and tax advisors with respect to the execution, delivery and performance by the Subscriber of this Subscription Agreement and the transactions contemplated hereby, the merits and risks of investment in the Units and applicable resale restrictions; (g) the Subscriber understands that, if required by Applicable Securities Laws a report of the sale of the Units will be filed with the appropriate securities regulatory authority. The Subscriber hereby acknowledges that pursuant to such a report, the Fund may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Fund. The Subscriber hereby consents to such disclosure; (h) acknowledges that no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit of investment in, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to the Units; (i) the Subscriber understands that (i) there is no right to demand any distribution from the Fund, other than by redemption of Units pursuant to the terms and procedures and subject to the restrictions described in the Offering Memorandum; (ii) it is not anticipated that there will be any public market for the Units; and (iii) it may not be possible to sell or dispose of the Units; (j) the Subscriber acknowledges and agrees that redemption proceeds or other amounts paid to the Subscriber will be paid only to an account in the Subscriber’s name, unless the Manager in its sole discretion agrees otherwise; (k) the Subscriber acknowledges that, if the Subscriber is or becomes named on or blocked by any Prohibited List, or if the Manager is otherwise required by law, the Manager may freeze its investment, by prohibiting additional investments, declining redemption requests or segregating assets constituting the investment in accordance with applicable regulations, or the Subscriber may be required to redeem from the Fund. In such event, the Subscriber shall indemnify the Manager, or the Fund (as the case may be), and hold them harmless, against any resulting loss; and (l) the Subscriber shall notify the Manager immediately if it anticipates that any representation, warranty or covenant made by the Subscriber herein will cease to be correct or if it becomes aware that any such representation, warranty or covenant has ceased to be correct.

Acknowledgements of the Subscriber. The Subscriber, Subscriber acknowledges (on its own behalf and and, if applicable, on behalf of any disclosed principal for whom each person on whose behalf the Subscriber is contracting under this Subscription Agreement, hereby acknowledges and agrees contracting) that: (a) acknowledges that the offer made by this Subscription Agreement subscription is irrevocable and requires subject to rejection or acceptance by the ManagerCorporation in whole or in part, and is effective only upon acceptance by the Corporation; (b) an investment in Units is not without risk and the Preferred Shares subscribed for by the Subscriber may lose his, her or its entire investmenthereunder form part of a larger issue and sale by the Corporation of a maximum of 10,000,000 Preferred Shares (including Series C Preferred Shares of the Corporation) (the “Offering”) at a subscription price per Preferred Share equal to the net asset value per Preferred Share determined for each Preferred Share offered and issued under the Offering as at the relevant Closing Date; (c) acknowledges no fees or commissions shall be payable to eligible persons seeking Subscribers for any of the Preferred Shares other than eligible persons seeking Subscribers for Series C Preferred Shares would be entitled to an annual trailing fee of 0.50% of every Series C Preferred Share that there is no market continues to be held by Subscribers introduced by such eligible persons and 0.50% of all additional Series C Preferred Shares acquired by such Subscribers under the Corporation’s DRIP. The trailing fee shall be payable monthly. No trailing fee shall be payable in connection with Series F Preferred Shares. In addition, eligible persons seeking Subscribers for any of the Units, and that Preferred Shares may charge their transfer clients additional fees or resale is subject commissions to certain restrictions pursuant to Declaration of Trust and Applicable Securities Lawspurchase or sell such Preferred Shares; (d) the Subscriber acknowledges and agrees that it shall be entitled to, among other things, at its option, certain retraction rights, as provided under the SubscriberCorporation’s representations Articles and warranties contained as further set forth in Section 5 5.1 of this Subscription Agreement the Offering Memorandum under the heading “Retraction at the Option of the Holder”, which rights shall be subject to the limits and the applicable schedules hereto must be true and correct at rights of the closing Corporation to deny, suspend or delay retractions as if made at described therein, including the restriction on the retraction of any Series F Preferred Share for a period of four (4) months from the date of the issuance of any such time and date having given effect Preferred Share pursuant to the transactions contemplated by this Subscription Agreement; (e) acknowledges that in accordance with the Units have not been and will not be registered under terms of the United StatesOffering Memorandum, the Redemption Price (as such term is defined in the Offering Memorandum) in respect of any Preferred Shares subscribed hereunder shall mean the net asset value per Preferred Share for purposes of any redemption or retraction of the Preferred Shares or in connection with the liquidation, dissolution or winding up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, determined as at the applicable redemption, retraction or liquidation date; (f) acknowledges that the Subscriber has been advised to consult its own legal, investment and tax advisors is responsible for obtaining such legal advice as it considers appropriate in connection with respect to the execution, delivery and performance by the Subscriber it of this Subscription Agreement and the transactions contemplated hereby, the merits and risks of investment in the Units and applicable resale restrictions;Agreement; and (g) the Subscriber understands that, if required by Applicable Securities Laws a report of the sale of the Units will be filed with the appropriate securities regulatory authority. The Subscriber hereby acknowledges that pursuant to such a report, the Fund may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings investment in the Fund. The Subscriber hereby consents to such disclosure; (h) acknowledges that no agencyPreferred Shares is a risky investment and, governmental authorityas a result, regulatory body, stock exchange or other entity has made any finding or determination as to the merit of investment in, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to the Units; (i) the Subscriber understands that (i) there is no right to demand any distribution from the Fund, other than by redemption of Units pursuant to the terms and procedures and subject to the restrictions described in the Offering Memorandum; (ii) it is not anticipated that there will be any public market for the Units; and (iii) it may not be possible to sell or dispose of the Units; (j) the Subscriber acknowledges and agrees that redemption proceeds or other amounts paid to the Subscriber will be paid only to an account in the Subscriber’s name, unless the Manager in its sole discretion agrees otherwise; (k) the Subscriber acknowledges that, if the Subscriber is or becomes named on or blocked by any Prohibited List, or if the Manager is otherwise required by law, the Manager may freeze its investment, by prohibiting additional investments, declining redemption requests or segregating assets constituting the investment in accordance with applicable regulations, or the Subscriber may be required to redeem from the Fund. In such event, the Subscriber shall indemnify the Manager, or the Fund (as the case may be), and hold them harmless, against any resulting loss; and (l) the Subscriber shall notify the Manager immediately if it anticipates that any representation, warranty or covenant made by the Subscriber herein will cease to be correct or if it becomes aware that any such representation, warranty or covenant has ceased to be correctlose its entire investment.

Acknowledgements of the Subscriber. The SubscriberSubscriber and, on its own behalf and on behalf of any disclosed principal if applicable, the Beneficial Purchaser for whom the Subscriber is contracting under this Subscription Agreementhereunder, hereby understands, acknowledges and agrees that: (a) acknowledges that the offer made by this Subscription Agreement is irrevocable Preferred Shares will contain terms and requires acceptance by the Managerconditions substantially similar to those set out in Schedule C; (b) an investment the Warrants will contain terms and conditions substantially similar to those set out in Units is not without risk and the Subscriber may lose his, her or its entire investmentSchedule D; (c) acknowledges that there the Subscriber, and, if applicable, the Beneficial Purchaser for whom the Subscriber is no market for contracting hereunder, has been independently advised as to or is aware of the Unitsrestrictions with respect to trading in, and that their transfer the restricted period or resale statutory hold period applicable to, the Purchased Securities imposed by the Securities Laws of the jurisdiction in which the Subscriber resides or to which the Subscriber is subject and by the policies of the Stock Exchange, that a suitable legend or legends will be placed on the certificate representing the Purchased Securities to certain restrictions pursuant reflect the applicable restricted period and statutory hold period to Declaration which the Purchased Securities are subject and the Subscriber is hereby advised that neither the Preferred Shares nor the Warrants comprising the Preferred Units will be listed and posted for trading on the Stock Exchange or any other stock exchange and, if either the Preferred Shares or the Warrants are converted into Common Shares in accordance with their respective terms, the underlying Common Shares (the “Underlying Common Shares”) during such restricted or hold period cannot be traded through the facilities of Trust the Stock Exchange as such Underlying Common Shares are not freely transferable and Applicable Securities Lawsconsequently delivery of the certificate representing such Underlying Common Shares will not constitute “good delivery” in settlement of transactions on the Stock Exchange; (d) agrees that the Subscriber’s representations , and, if applicable, the Beneficial Purchaser for whom the Subscriber is contracting hereunder, has not received or been provided with a prospectus, offering memorandum (within the meaning of the Securities Laws of the Offering Jurisdictions) or similar document and warranties contained in Section 5 that its decision or, if applicable, the decision of the Beneficial Purchaser for whom the Subscriber is contracting hereunder, to enter into this Subscription Agreement and to purchase the applicable schedules hereto must be true Purchased Securities from the Corporation is based entirely upon the Information Record and correct at not upon any other verbal or written representation as to fact or otherwise made by or on behalf of the closing as if made at such time and date having given effect to Corporation or the transactions contemplated by this Subscription AgreementAgent; (e) acknowledges that there are risks associated with the Units have not been purchase of the Purchased Securities and will not be registered under the United StatesSubscriber, and if applicable, the Beneficial Purchaser for whom the Subscriber is contracting hereunder, is aware of the characteristics of the Purchased Securities and the risks relating to an investment therein; (f) acknowledges that no agency, governmental authority, securities commission or similar regulatory body, stock exchange or other entity has reviewed, passed on or made any finding or determination as to the Subscriber merit for investment of the Purchased Securities and no agency or governmental authority has been advised to consult its own legal, investment and tax advisors made any recommendation or endorsement with respect to the Purchased Securities; (g) there is no government or other insurance covering the Purchased Securities; (h) there are restrictions on the ability of the Subscriber to resell the Purchased Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Purchased Securities; (i) there is no market through which the Preferred Shares or Warrants may be sold and the Subscriber may not be able to resell Preferred Shares or Warrants purchased hereunder, and that this may affect the pricing of the Preferred Shares or Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Preferred Shares or Warrants and the extent of the regulation of the Corporation; (j) the Subscriber is solely responsible for obtaining such tax, investment, legal and other professional advice as the Subscriber considers appropriate in connection with the execution, delivery and performance by the Subscriber of this Subscription Agreement and the transactions contemplated herebyhereunder (including the resale and transfer restrictions referred to herein), and, without limiting the generality of the foregoing, the merits Agents are not acting as financial advisor to or agent of the Subscriber, except as provided in section 3 and risks insofar as is necessary at the Closing to deliver payment for the Purchased Securities to the Corporation on behalf of investment the Subscriber and to accept and deliver the Purchased Securities to the Subscriber after the Closing and the Corporation’s counsel is acting solely as counsel to the Corporation and the Agents’ counsel is acting solely as counsel to the Agents, and neither of them is acting as counsel to the Subscriber and the Subscriber may not rely upon such counsel in the Units and applicable resale restrictionsany respect; (gk) the Subscriber understands that, if required by Applicable Securities Laws as a report consequence of the sale of the Units Purchased Securities being exempt from the prospectus requirements of the Securities Laws of the Offering Jurisdictions: (i) certain protections, rights and remedies provided by the Securities Laws of the Offering Jurisdictions, including statutory rights of rescission or damages and certain statutory remedies against an issuer, agents, experts, directors and officers that are available to investors who acquire securities offered by a prospectus, will not be available to the Subscriber or, if applicable, the Beneficial Purchaser for whom the Subscriber is contracting hereunder, (ii) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement, (iii) the Subscriber, or, if applicable, the Beneficial Purchaser for whom the Subscriber is contracting hereunder, may not receive information that would otherwise be required to be given under the Securities Laws of the Offering Jurisdictions, and (iv) the Agents and Corporation are relieved from certain obligations that would otherwise apply under the Securities Laws of the Offering Jurisdictions; (l) no person has made any written or oral representation: (i) that any person will resell or repurchase the Purchased Securities or Underlying Common Shares, (ii) that any person will refund the Purchase Price, or (iii) as to the future price or value of any Purchased Securities or Underlying Common Shares; (m) the Purchased Securities and the Underlying Common Shares have not been and will not be registered under the 1933 Act or the securities laws of any state of the United States and that the offer and sale contemplated hereby is being made in reliance on the exemption from registration requirements of the 1933 Act provided by Section 4(a)(2) of the 1933 Act and Rule 506(b) of Regulation D thereunder, and similar exemptions under applicable states securities laws; (n) the Purchased Securities and the Underlying Common Shares will be filed “restricted securities” within the meaning of Rule 144 under the 1933 Act and if the holder decides to reoffer, resell, or otherwise transfer any of the Purchased Securities or the Underlying Common Shares, such securities may be transferred only: (i) to the Corporation, (ii) outside the United States in accordance with Rule 904 of Regulation S and pursuant to Canadian Securities Laws and Stock Exchange policies, (iii) within the United States in accordance with the appropriate exemption from registration under the 1933 Act provided by Rule 144 or Rule 144A thereunder, if available, and in compliance with any applicable state securities regulatory authoritylaws, or (iv) in a transaction that does not require registration under the 1933 Act or any applicable United States state laws and regulations governing the offer and sale of securities; provided, however, that prior to any transfer pursuant to clause (iii) or (iv), the holder will have first furnished to the Corporation an opinion of counsel of recognized standing reasonably satisfactory to the Corporation to the effect that such transfer does not require registration under the 1933 Act or any applicable state securities laws; (o) the Corporation (i) except as otherwise provided in this Agreement, is under no obligation to remain a “foreign issuer”; (ii) subject to its obligations under this Agreement, may not, at the time it sells such securities or at any other time, be a “foreign issuer”; and (iii) may engage in one or more transactions which could cause the Corporation not to be a “foreign issuer”. If the Corporation is not a “foreign issuer” at the time of any sale pursuant to Rule 904 of Regulation S, the certificate delivered to the Subscriber for the Purchased Securities or the Underlying Common Shares will, if required under the 1933 Act, bear the U.S. legend referred to in section 10 and may not constitute “good delivery” in settlement of a trade on stock exchanges in Canada; (p) the Warrants may not be exercised in the United States or by or on behalf of a person in the United States or a U.S. Person unless an exemption is available from the registration requirements of the 1933 Act and all applicable state securities laws and the holder has delivered to the Corporation a written opinion of counsel reasonably satisfactory to the Corporation to such effect; provided, however, that an original Subscriber in the Offering that is in the United States or a U.S. Person will not be required to deliver an opinion of counsel in connection with the exercise of Warrants purchased in the Offering by such original Subscriber that is in the United States or a U.S. Person, on its own behalf or on behalf of the original Beneficial Purchaser (if any), at a time when it and such Beneficial Purchaser (if any) are Accredited Investors; (q) the financial statements of the Corporation disclosed in the Information Record have been prepared in accordance with generally accepted accounting principles of Canada, or International Financial Reporting Standards, as applicable, which differ in some respects from generally accepted accounting principles of the United States, and thus may not be comparable to financial statements of United States companies; (r) there may be material tax consequences to the Subscriber of the acquisition, ownership, conversion or disposition of the Purchased Securities. In particular, no determination has been made as to whether the Purchased Securities will be considered shares of a “passive foreign investment company” (within the meaning of Section 1291 of the United States Internal Revenue Code). The Corporation does not give any opinion or make any representation with respect to tax consequences to the Subscriber under the United States, state, local or foreign law of the acquisition, ownership, conversion or disposition of the Purchased Securities. The Subscriber hereby acknowledges that pursuant to such a reportshould consult its own tax advisors about the United States, the Fund may be obligated to disclosestate, among other thingslocal and foreign tax consequences of acquiring, the identity owning and disposing of the Subscriber and the particulars of the Subscriber’s holdings in the Fund. The Subscriber hereby consents to such disclosure; (h) acknowledges that no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit of investment in, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to the UnitsSecurities; (i) the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the 1933 Act; and (ii) the Subscriber understands and any person for whose account it is acquiring the Purchased Securities, if applicable, has no intention to distribute either directly or indirectly any of the Purchased Securities or the Underlying Common Shares in the United States, except in compliance with the 1933 Act; (t) the Subscriber or any Beneficial Purchaser for whom the Subscriber is contracting hereunder has not purchased the Purchased Securities as a result of any form of general solicitation or general advertising, and the sale of the Purchased Securities was not accompanied by any advertisement in printed media of general and regular paid circulation including printed public media, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television or telecommunications, including electronic display and the Internet or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (u) the Corporation is collecting personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental local, provincial, state or federal legislation or laws in effect from time to time) in respect of the Subscriber and, if applicable, the Beneficial Purchaser for whom the Subscriber is contracting for the purpose of completing this Agreement; (v) it acknowledges and consents to the Corporation retaining such personal information for as long as permitted or required by law or business practices; (w) it acknowledges and consents to the fact that the Corporation may be required by the Securities Laws of the Offering Jurisdictions and Canada or the rules and policies of any stock exchange to provide regulatory authorities with any personal information provided by the Subscriber in this Agreement; (x) it agrees and acknowledges that the Agents and the Corporation may use and disclose its personal information, or that of the Beneficial Purchaser for whom the Subscriber is contracting hereunder, as follows: (i) for internal use with respect to managing the relationships between and contractual obligations of the Corporation, the Agents and the Subscriber or the Beneficial Purchaser for whom the Subscriber is contracting hereunder, (ii) disclosure to securities regulatory authorities and other regulatory bodies with jurisdiction with respect to reports of trades and similar regulatory filings, (iii) disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no right reasonable alternative to demand any distribution from the Fund, other than by redemption of Units pursuant such disclosure, (iv) disclosure to the terms and procedures and subject to the restrictions described in the Offering Memorandum; (ii) it is not anticipated that there will be any public market for the Units; and (iii) it may not be possible to sell or dispose professional advisers of the Units;Corporation in connection with the performance of their professional services, (jv) the Subscriber acknowledges disclosure to any person where such disclosure is necessary for legitimate business reasons and agrees that redemption proceeds or other amounts paid to the Subscriber will be paid only to an account in the Subscriber’s name, unless the Manager in is made with its sole discretion agrees otherwise;prior written consent, (kvi) disclosure to a court determining the Subscriber acknowledges thatrights of the parties under this Agreement, if the Subscriber is or becomes named on or blocked by any Prohibited List, or if the Manager is or (vii) for use and disclosure as otherwise required by law, the Manager may freeze its investment, by prohibiting additional investments, declining redemption requests or segregating assets constituting the investment in accordance with applicable regulations, or the Subscriber may be required to redeem from the Fund. In such event, the Subscriber shall indemnify the Manager, or the Fund (as the case may be), and hold them harmless, against any resulting loss; and (ly) the Subscriber shall notify or any Beneficial Purchaser for whom the Manager immediately if it anticipates that any representationSubscriber is contracting hereunder has been notified: (i) of the delivery to the Ontario Securities Commission (the “OSC”) of information with respect to the Subscriber’s full name, warranty residential address (or covenant made head office) and telephone number, the number and type of securities received, the total value of such securities, the prospectus exemption relied upon by the Corporation and the date of distribution (collectively the “Subscriber herein will cease Information”), (ii) that the Subscriber Information is being collected indirectly by the OSC under the authority granted to it by the Securities Laws of Ontario, (iii) that the Subscriber Information is being collected for the purposes of the administration and enforcement of the Securities Laws of Ontario, and (iv) that the Administrative Assistant to the Director of Corporate Finance of the OSC can be correct contacted at Xxxxx 0000, Xxx 00, 00 Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0 or if it becomes aware that at 000-000-0000 regarding any such representationquestions about the OSC’s indirect collection of the Subscriber Information, warranty and the Subscriber or covenant has ceased to be correctany Beneficial Purchaser for whom the Subscriber is contracting hereunder hereby authorizes the indirect collection of the Subscriber Information by the OSC.

Acknowledgements of the Subscriber. (1) The Subscriber, on its own behalf and on behalf of any disclosed principal for whom the Subscriber is contracting under this Subscription Agreement, hereby acknowledges and agrees that: (a) acknowledges that except for the offer made by this Subscription Agreement is irrevocable Registration Rights Agreement, the Company has not undertaken, and requires acceptance by will have no obligation, to register any of the ManagerOffered Securities under the U.S. Securities Act or any other applicable Laws; (b) an investment the Company is entitled to rely on the representations and warranties of the Subscriber contained in Units is not without risk this Agreement and the Subscriber may lose his, her or its entire investmentU.S. Questionnaire; (c) acknowledges that there the Subscriber is no market for the Units, a company and that their transfer or resale is subject to certain restrictions pursuant to Declaration of Trust and Applicable Securities Laws;has completed Exhibit B “Corporate Placee Registration Form” (Form 4C); and (d) agrees that the Subscriber’s representations and warranties contained in Section 5 of this Subscription Agreement and the applicable schedules hereto must be true and correct at the closing as if made at such time and date having given effect Subscriber consents to the transactions contemplated by this Subscription Agreement; (e) acknowledges that the Units have not been and will not be registered under the United States (f) acknowledges that the Subscriber has been advised to consult its own legal, investment and tax advisors with respect to the execution, delivery and performance by the Subscriber placement of this Subscription Agreement and the transactions contemplated hereby, the merits and risks of investment in the Units and applicable resale restrictions; (g) the Subscriber understands that, if required by Applicable Securities Laws a report legend or legends on any certificate or other document evidencing any of the sale of the Units will be filed with the appropriate securities regulatory authority. The Subscriber hereby acknowledges that pursuant to such a report, the Fund may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Fund. The Subscriber hereby consents to such disclosure; (h) acknowledges that no agency, governmental authority, regulatory body, stock exchange Offered Securities setting forth or other entity has made any finding or determination as to the merit of investment in, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to the Units; (i) the Subscriber understands that (i) there is no right to demand any distribution from the Fund, other than by redemption of Units pursuant to the terms and procedures and subject referring to the restrictions described on transferability and sale thereof contained in the Offering Memorandum; (iithis Agreement, with such legend(s) it is not anticipated that there will to be any public market for the Units; substantially as follows: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THESE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY, IN THE OPINION OF COMPANY COUNSEL, OF AN EXEMPTION FROM REGISTRATION THEREUNDER.” “WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [insert four months and (iii) it may not be possible to sell or dispose of the Units; (j) the Subscriber acknowledges and agrees that redemption proceeds or other amounts paid to the Subscriber will be paid only to an account in the Subscriber’s name, unless the Manager in its sole discretion agrees otherwise; (k) the Subscriber acknowledges that, if the Subscriber is or becomes named on or blocked by any Prohibited List, or if the Manager is otherwise required by law, the Manager may freeze its investment, by prohibiting additional investments, declining redemption requests or segregating assets constituting the investment in accordance with applicable regulations, or the Subscriber may be required to redeem one day from the Fund. In such event, the Subscriber shall indemnify the Manager, or the Fund (as the case may be), and hold them harmless, against any resulting loss; and (l) the Subscriber shall notify the Manager immediately if it anticipates that any representation, warranty or covenant made by the Subscriber herein will cease to be correct or if it becomes aware that any such representation, warranty or covenant has ceased to be correctClosing Date.].”

Acknowledgements of the Subscriber. The Subscriber, Subscriber acknowledges (on its own behalf and and, if applicable, on behalf of any disclosed principal for whom each person on whose behalf the Subscriber is contracting under this Subscription Agreement, hereby acknowledges and agrees contracting) that: (a) acknowledges that the offer made by this Subscription Agreement subscription is irrevocable and requires subject to rejection or acceptance by the ManagerCorporation in whole or in part, and is effective only upon acceptance by the Corporation; (b) an investment in Units is not without risk and the Preferred Shares subscribed for by the Subscriber may lose his, her or its entire investmenthereunder form part of a larger issue and sale by the Corporation of a maximum of 10,000,000 Preferred Shares (including Series C Preferred Shares of the Corporation) at a subscription price of Cdn. $10.00 per Preferred Share (the "Offering"); (c) acknowledges no fees or commissions shall be payable to eligible persons seeking Subscribers for any of the Preferred Shares other than eligible persons seeking Subscribers for Series C Preferred Shares would be entitled to an annual trailing fee of 0.50% of every Series C Preferred Share that there is no market continues to be held by Subscribers introduced by such eligible persons and 0.50% of all additional Series C Preferred Shares acquired by such Subscribers under the Corporation’s DRIP. The trailing fee shall be payable monthly. No trailing fee shall be payable in connection with Series F Preferred Shares. In addition, eligible persons seeking Subscribers for any of the Units, and that Preferred Shares may charge their transfer clients additional fees or resale is subject commissions to certain restrictions pursuant to Declaration of Trust and Applicable Securities Lawspurchase or sell such Preferred Shares; (d) agrees that in accordance with the Subscriber’s representations terms of the Offering Memorandum, the Redemption Price (as such term is defined in the Offering Memorandum) in respect of any Preferred Shares subscribed hereunder shall mean the lesser of (i) $10.00 and warranties contained (ii) the net asset value of the Preferred Shares per share, for purposes of any redemption or retraction of the Preferred Shares or in Section 5 connection with the liquidation, dissolution or winding up of this Subscription Agreement and the applicable schedules hereto must be true and correct at Corporation or any other distribution of the closing as if made at such time and date having given effect to assets of the transactions contemplated by this Subscription AgreementCorporation among its shareholders for the purpose of winding up its affairs; (e) acknowledges that the Units have not been and will not be registered under the United States (f) acknowledges that the Subscriber has been advised to consult its own legal, investment and tax advisors is responsible for obtaining such legal advice as it considers appropriate in connection with respect to the execution, delivery and performance by the Subscriber it of this Subscription Agreement and the transactions contemplated hereby, the merits and risks of investment in the Units and applicable resale restrictions; (g) the Subscriber understands that, if required by Applicable Securities Laws a report of the sale of the Units will be filed with the appropriate securities regulatory authority. The Subscriber hereby acknowledges that pursuant to such a report, the Fund may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Fund. The Subscriber hereby consents to such disclosure; (h) acknowledges that no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit of investment in, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to the Units; (i) the Subscriber understands that (i) there is no right to demand any distribution from the Fund, other than by redemption of Units pursuant to the terms and procedures and subject to the restrictions described in the Offering Memorandum; (ii) it is not anticipated that there will be any public market for the Units; and (iii) it may not be possible to sell or dispose of the Units; (j) the Subscriber acknowledges and agrees that redemption proceeds or other amounts paid to the Subscriber will be paid only to an account in the Subscriber’s name, unless the Manager in its sole discretion agrees otherwise; (k) the Subscriber acknowledges that, if the Subscriber is or becomes named on or blocked by any Prohibited List, or if the Manager is otherwise required by law, the Manager may freeze its investment, by prohibiting additional investments, declining redemption requests or segregating assets constituting the investment in accordance with applicable regulations, or the Subscriber may be required to redeem from the Fund. In such event, the Subscriber shall indemnify the Manager, or the Fund (as the case may be), and hold them harmless, against any resulting lossAgreement; and (lf) the Subscriber shall notify investment in the Manager immediately if it anticipates that any representationPreferred Shares is a risky investment and, warranty or covenant made by as a result, the Subscriber herein will cease to be correct or if it becomes aware that any such representation, warranty or covenant has ceased to be correctmay lose its entire investment.

Acknowledgements of the Subscriber. The Subscriber, Subscriber acknowledges (on its own behalf and and, if applicable, on behalf of any disclosed principal for whom each person on whose behalf the Subscriber is contracting under this Subscription Agreement, hereby acknowledges and agrees contracting) that: (a) acknowledges that the offer made by this Subscription Agreement subscription is irrevocable and requires subject to rejection or acceptance by the ManagerCorporation in whole or in part, and is effective only upon acceptance by the Corporation; (b) an investment in Units is not without risk and the Preferred Shares subscribed for by the Subscriber may lose his, her or its entire investmenthereunder form part of a larger issue and sale by the Corporation of a maximum of 10,000,000 Preferred Shares (including Series F Preferred Shares of the Corporation) at a subscription price of Cdn. $10.00 per Preferred Share (the "Offering"); (c) acknowledges no fees or commissions shall be payable to eligible persons seeking Subscribers for any of the Preferred Shares other than eligible persons seeking Subscribers for Series C Preferred Shares would be entitled to an annual trailing fee of 0.50% of every Series C Preferred Share that there is no market continues to be held by Subscribers introduced by such eligible persons and 0.50% of all additional Series C Preferred Shares acquired by such Subscribers under the Corporation’s DRIP. The trailing fee shall be payable monthly. No trailing fee shall be payable in connection with Series F Preferred Shares. In addition, eligible persons seeking Subscribers for any of the Units, and that Preferred Shares may charge their transfer clients additional fees or resale is subject commissions to certain restrictions pursuant to Declaration of Trust and Applicable Securities Lawspurchase or sell such Preferred Shares; (d) agrees that the SubscriberSubscriber shall be entitled to, among other things, at its option, certain retraction rights, as provided under the Corporation’s representations Articles and warranties contained as further set forth in Section 5 5.1 of this Subscription Agreement the Offering Memorandum under the heading “Terms of Securities - Retraction at the Option of the Holder”, which rights shall be subject to the limits and the applicable schedules hereto must be true and correct at rights of the closing Corporation to deny, suspend or delay retractions as if made at described therein, including the restriction on the retraction of any Series C Preferred Share for a period of four (4) months from the date of the issuance of any such time and date having given effect Preferred Share pursuant to the transactions contemplated by this Subscription Agreement; (e) acknowledges that in accordance with the Units have not been terms of the Offering Memorandum, the Redemption Price (as such term is defined in the Offering Memorandum) in respect of any Preferred Shares subscribed hereunder shall mean the lesser of (i) $10.00; and will not be registered under (ii) the United Statesnet asset value of the Preferred Shares per share, for purposes of any redemption or retraction of the Preferred Shares or in connection with the liquidation, dissolution or winding up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs; (f) as at the date of this Subscription Agreement, the Redemption Price as a percentage of the Aggregate Subscription Price is 99%, meaning that, assuming the Redemption Price remains the same, a holder of Preferred Shares wishing to retract such shares will receive 99% of the Aggregate Subscription Price as the Redemption Price for the Preferred Shares so retracted. The Subscriber acknowledges and agrees that there is no guarantee that such percentage will not increase or decrease as at the relevant time of retraction; (g) the Subscriber has been advised to consult its own legal, investment and tax advisors is responsible for obtaining such legal advice as it considers appropriate in connection with respect to the execution, delivery and performance by the Subscriber it of this Subscription Agreement and the transactions contemplated hereby, the merits and risks of investment in the Units and applicable resale restrictions; (g) the Subscriber understands that, if required by Applicable Securities Laws a report of the sale of the Units will be filed with the appropriate securities regulatory authority. The Subscriber hereby acknowledges that pursuant to such a report, the Fund may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Fund. The Subscriber hereby consents to such disclosure;Agreement; and (h) acknowledges that no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit of investment in, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to the Units; (i) the Subscriber understands that (i) there is no right to demand any distribution from the Fund, other than by redemption of Units pursuant to the terms and procedures and subject to the restrictions described in the Offering Memorandum; (ii) it is not anticipated that there will be any public market for the Units; and (iii) it may not be possible to sell or dispose of the Units; (j) the Subscriber acknowledges and agrees that redemption proceeds or other amounts paid to the Subscriber will be paid only to an account in the Subscriber’s name, unless the Manager in its sole discretion agrees otherwise; (k) the Subscriber acknowledges that, if the Subscriber is or becomes named on or blocked by any Prohibited List, or if the Manager is otherwise required by law, the Manager may freeze its investment, by prohibiting additional investments, declining redemption requests or segregating assets constituting the investment in accordance with applicable regulationsthe Preferred Shares is a risky investment and, or as a result, the Subscriber may be required to redeem from the Fund. In such event, the Subscriber shall indemnify the Manager, or the Fund (as the case may be), and hold them harmless, against any resulting loss; and (l) the Subscriber shall notify the Manager immediately if it anticipates that any representation, warranty or covenant made by the Subscriber herein will cease to be correct or if it becomes aware that any such representation, warranty or covenant has ceased to be correctlose its entire investment.

Acknowledgements of the Subscriber. The Subscriber, on its own behalf and on behalf of any disclosed principal for whom the Subscriber is contracting under this Subscription Agreement, hereby acknowledges and agrees that: (a) acknowledges that the offer made by this Subscription Agreement subscription is irrevocable and requires subject to rejection or acceptance by the ManagerCorporation in whole or in part, and is effective only upon acceptance by the Corporation; (b) an investment in Units is not without risk the Preferred Shares subscribed for by it hereunder form part of a larger issuance and sale of Class B Preferred Shares by the Subscriber may lose his, her or its entire investmentCorporation for aggregate maximum gross proceeds of up to $75,000,000; (c) acknowledges that there the Corporation reserves the right to close the Offering in multiple tranches and the Corporation is no market for entitled to use the Units, and that their transfer or resale is subject to certain restrictions pursuant to Declaration of Trust and Applicable Securities Lawssubscription proceeds as soon as any Closing has occurred; (d) agrees that there is no government or other insurance covering the Preferred Shares; (e) the Corporation may appoint selling agents to offer the Preferred Shares for sale on a private placement basis and in connection therewith, the Corporation may, directly or indirectly, pay a commission of up to 7% of the gross proceeds realized on the Preferred Shares sold directly by such selling agents, and may also pay the reasonable expenses of such selling agents; (f) the Corporation may pay a cash finder’s fee to qualified finders who refer Subscribers to the Offering of up to 7% of the gross proceeds realized on the Preferred Shares sold to subscribers referred by such finders; (g) the Corporation may provide information in respect of the Subscriber’s representations and warranties contained in Section 5 of this Subscription Agreement and the applicable schedules hereto must be true and correct at the closing as if made at such time and date having given effect 's investment to the transactions contemplated by adviser and dealer listed on page 2 of this Subscription Agreement; (eh) acknowledges there are restrictions on the Subscriber's ability to resell the Preferred Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Preferred Shares; (i) the Corporation has advised the Subscriber that the Units have not been Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and, as a consequence of acquiring Preferred Shares pursuant to this exemption, certain protections, rights and will remedies provided by the Securities Act (Ontario) and other applicable securities laws, including statutory rights of rescission or damages, may not be registered available to the Subscriber (other than the rights set forth in the Offering Memorandum applicable to Subscribers who subscribe for Preferred Shares under the United StatesOffering Memorandum Exemption); (fj) acknowledges that no prospectus has been filed by the Corporation with any securities commission or similar regulatory authority in any jurisdiction in connection with the issuance of the Preferred Shares and the issuance is exempt from the prospectus requirements available under the provisions of applicable securities laws and as a result: (i) the Subscriber has been advised is restricted from using most of the civil remedies available under applicable securities laws (other than remedies available in connection with the Offering Memorandum delivered to consult its own legalSubscribers who subscribe for Preferred Shares under the Offering Memorandum Exemption); (ii) the Subscriber may not receive information that would otherwise be required to be provided to it under applicable securities laws (other than the information set forth in the Offering Memorandum applicable to Subscribers who subscribe for Preferred Shares under the Offering Memorandum Exemption); and (iii) the Corporation is relieved from certain obligations that would otherwise apply under applicable securities laws; (k) Gowling WLG (Canada) LLP is acting as counsel to the Corporation and not for any Subscriber and, investment and tax advisors as such, the Subscriber is solely responsible for obtaining such legal advice as it considers appropriate in connection with respect to the execution, delivery and performance by the Subscriber it of this Subscription Agreement and ownership of the transactions contemplated hereby, the merits and risks of investment in the Units and applicable resale restrictionsPreferred Shares; (gl) participation in the Offering is subject to acceptance of the Subscription Agreement by the Corporation, and that acceptance of this Subscription Agreement shall be effective upon the Subscriber understands that, if required by Applicable Securities Laws a report being included on the register of holders of Preferred Shares of the sale Corporation (the “Register”) designating the Subscriber as a Preferred Shareholder of the Units will be filed Corporation (a “Preferred Shareholder”); (m) it has been furnished with and has carefully reviewed and fully understands the appropriate securities regulatory authority. The Subscriber hereby acknowledges that pursuant Offering Memorandum; (n) Radiance Mortgage Brokerage Inc. (the “Manager”) and 5C Capital Inc. (the “Administrator”) have been engaged by the Corporation to such a reportprovide management and administrative services to the Corporation, and the Fund Corporation may be obligated to disclose, among other things, the identity provide information in respect of the Subscriber and its holdings of Preferred Shares to the particulars Manager and the Administrator from time to time in connection with the provision of such management and administrative services to the Subscriber’s holdings in the Fund. The Subscriber hereby consents to such disclosureCorporation; (ho) acknowledges that no agencythe Manager and Administrator may, governmental authorityin connection with the provision of such services and the carrying out of their respective businesses, regulatory body, stock exchange or other entity has made any finding or determination as disclose and use information acquired in connection with the provision of management and administration services to the merit of investment in, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to the UnitsCorporation; (ip) if it has elected, on the Subscriber understands that (i) there is no right face page hereof, to demand any distribution from the Fund, other than by redemption of Units pursuant to the terms and procedures and subject to the restrictions described participate in the Offering Memorandum; (ii) it is not anticipated that there will be Plan, agrees to hereby apply to enroll in and become a participant in the Plan and further directs the Corporation to apply any public market for the Units; and (iii) it may not be possible to sell or dispose all cash distributions payable in respect of the Units; (j) the Subscriber acknowledges and agrees that redemption proceeds or other amounts paid to the Subscriber will be paid only to an account all Preferred Shares registered in the Subscriber’s namename now or in the future towards the purchase of additional Preferred Shares, unless subject to proration, any applicable withholding tax and such other limitations and restrictions as are set forth in the Manager in its sole discretion agrees otherwise; (k) the Subscriber acknowledges that, if the Subscriber is or becomes named on or blocked by any Prohibited List, or if the Manager is otherwise required by law, the Manager may freeze its investment, by prohibiting additional investments, declining redemption requests or segregating assets constituting the investment in accordance with applicable regulations, or the Subscriber may be required to redeem from the Fund. In such event, the Subscriber shall indemnify the Manager, or the Fund (as the case may be)Plan, and hold them harmlesshereby agrees that all documents relating to the Plan and its participation therein, against any resulting loss; and (l) whenever prepared or received including, shall be prepared exclusively in the English language. The Subscriber shall notify further acknowledges that the Manager immediately if it anticipates that any representation, warranty or covenant made Plan is governed by the Subscriber herein will cease laws of the Province of Ontario and the federal laws of Canada applicable therein, and hereby attorns to be correct or if it becomes aware that any such representation, warranty or covenant has ceased the jurisdiction of the courts of the Province of Ontario with respect to be correctproceedings involving the Plan.

Acknowledgements of the Subscriber. The Subscriber, on its own behalf and on behalf of any disclosed principal for whom the Subscriber is contracting under this Subscription Agreement, hereby acknowledges (which acknowledgements and agrees agreements shall survive closing of the Offering) that: (a) acknowledges that the offer made by this Subscription Agreement Shares have not been registered under the United States Securities Act of 1933 (the “1933 Act”), as amended; 1933 Act, or under any state securities laws, and such securities cannot be offered or resold in the United States without registration under the 1933 Act and the securities laws of all applicable states of the United States unless an exemption from registration is irrevocable available or registration is not required pursuant to Regulation S under the 1933 Act and requires acceptance by the Manager; Corporation has (b) an investment in Units is not without risk and the Subscriber may lose his, her or its entire investment;) (c) acknowledges that there is no market for obligation or present intention of filing a registration statement under the Units, and that their transfer or resale is subject to certain restrictions pursuant to Declaration 1933 Act in respect of Trust and Applicable Securities Lawsthe Shares; (d) agrees that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell the Shares under applicable securities laws and, as a consequence of acquiring Shares pursuant to this exemption, certain protections, rights and remedies provided by applicable securities laws, including statutory rights of rescission or damages, will not be available to the Subscriber’s representations and warranties contained in Section 5 of this Subscription Agreement and the applicable schedules hereto must be true and correct at the closing as if made at such time and date having given effect to the transactions contemplated by this Subscription Agreement; (e) acknowledges that no securities commission or similar regulatory authority has reviewed or passed on the Units have not been and will not be registered under merits of the United StatesShares; (f) acknowledges that there is no government or other insurance covering the Subscriber has been advised to consult its own legal, investment and tax advisors with respect to the execution, delivery and performance by the Subscriber of this Subscription Agreement and the transactions contemplated hereby, the merits and risks of investment in the Units and applicable resale restrictionsShares; (g) there are risks associated with the Subscriber understands that, if required by Applicable Securities Laws a report purchase of the sale of the Units will be filed with the appropriate securities regulatory authority. The Subscriber hereby acknowledges that pursuant to such a report, the Fund may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Fund. The Subscriber hereby consents to such disclosureShares; (h) acknowledges no person has made to the Subscriber any written or oral representations: (i) that no agency, governmental authority, regulatory body, any person will resell or repurchase the Shares; (ii) that any person will refund the purchase price for the Shares; (iii) as to the future price or value of the Shares; or (iv) that the Shares will be listed and posted for trading on any stock exchange or that application has been made to list the common shares of the Corporation on any stock exchange other entity has made any finding or determination as to than the merit of investment in, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to the UnitsToronto Stock Exchange; (i) there are restrictions on the Subscriber’s ability to resell the Shares and it is the responsibility of the Subscriber understands that (i) there is no right to demand any distribution from find out what those restrictions are and to comply with them before selling the Fund, other than by redemption of Units pursuant to the terms and procedures and subject to the restrictions described in the Offering MemorandumShares; (ii) it is not anticipated that there will be any public market for the Units; and (iii) it may not be possible to sell or dispose of the Units;and (j) the Subscriber acknowledges and agrees that redemption proceeds or other amounts paid to the Subscriber will be paid only to an account in the Subscriber’s name, unless decision to execute this Agreement and purchase the Manager in its sole discretion agrees otherwise; (k) Shares has not been based upon any oral or written representation as to fact made by or on behalf of the Subscriber acknowledges that, if the Subscriber is or becomes named on or blocked by any Prohibited List, or if the Manager is otherwise required by law, the Manager may freeze its investment, by prohibiting additional investments, declining redemption requests or segregating assets constituting the investment in accordance with applicable regulations, or the Subscriber may be required to redeem from the Fund. In such event, the Subscriber shall indemnify the Manager, or the Fund (as the case may be)Corporation, and hold them harmless, against any resulting loss; and (l) that its decision is based solely upon its review of the Subscriber shall notify the Manager immediately if it anticipates that any representation, warranty or covenant made information which has been filed by the Subscriber herein will cease to be correct or if it becomes aware that any such representation, warranty or covenant has ceased to be correctCorporation with the British Columbia Securities Commission and The Toronto Stock Exchange.