Common use of Representations, Warranties and Covenants of the Subscriber Clause in Contracts

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents, warrants, acknowledges and covenants to the General Partner and to the Partnership (which representations, warranties, acknowledgements and covenants shall survive closing and continue in full force and effect) that: (a) the Subscriber understands that an investment in Units is not without risk and the Subscriber and any Disclosed Principal may lose his, her or its entire investment; (b) the Subscriber has, or has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership and is able to bear the economic risk of loss of such investment; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof; (h) the Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forth; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith; (o) the Subscriber has read the Offering Memorandum and is aware of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Agreement and applicable securities laws; (p) the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; (s) the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States; (t) 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 Partnership may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereof; (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersigned.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents, warrants, acknowledges and covenants to the General Partner and to the Partnership (which representations, warranties, acknowledgements and covenants shall survive closing and continue in full force and effect) that: (a) the Subscriber understands that an investment in Units is not without risk and the Subscriber and any Disclosed Principal may lose his, her or its entire investment; (b) the Subscriber has, or has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership and is able to bear the economic risk of loss of such investment; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof; (h) the Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forth; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith; (o) the Subscriber has read the Offering Memorandum and is aware of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Agreement and applicable securities laws; (p) the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; (s) the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States; (t) 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 Partnership may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereof; (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber;Subscriber;‌ (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the the‌ United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the AdvisorManager, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersigned.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents, warrants, acknowledges and covenants to the General Partner Manager and to the Partnership Fund (which representations, warranties, acknowledgements and covenants shall survive closing and continue in full force and effect) that: (a) the Subscriber understands that an investment in Units is not without risk and the Subscriber and any Disclosed Principal may lose his, her or its entire investment; (b) the Subscriber has, or has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership Fund and is able to bear the economic risk of loss of such investment; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 2 hereof; (h) the Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forth; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 2 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the PartnershipFund, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction;jurisdiction;‌ (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith; (o) the Subscriber has read the Offering Memorandum and is aware of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Trust Agreement and applicable securities laws; (p) the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner Manager prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner Manager with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; (s) the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States; (t) 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 Partnership Fund may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the PartnershipFund. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereof;9 hereof;‌‌ (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”);Regulations”);‌ (w) the Subscriber acknowledges that the Partnership Fund may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership Fund if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership Fund with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership Fund and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a PartnershipFund, it shall notify the General Partner Manager immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General PartnerManager, the Advisor, the Partnership Fund and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner Manager and the Partnership Fund shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership Manager and the General Partner Fund for any loss or damage they may suffer as a result of any misrepresentation of the undersigned.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents, warrants, acknowledges and covenants to the General Partner Manager and to the Partnership Fund (which representations, warranties, acknowledgements and covenants shall survive closing and continue in full force and effect) that: (a) the Subscriber understands that an investment in Units is not without risk and the Subscriber and any Disclosed Principal may lose his, her or its entire investment; (b) the Subscriber has, or has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership Fund and is able to bear the economic risk of loss of such investment; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof; (h) the Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forth; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the PartnershipFund, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith; (o) the Subscriber has read the Offering Memorandum and is aware of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Trust Agreement and applicable securities laws; (p) the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner Manager prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner Manager with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; (s) the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States; (t) 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 Partnership Fund may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the PartnershipFund. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 9 hereof; (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership Fund may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership Fund if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership Fund with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership Fund and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a PartnershipFund, it shall notify the General Partner Manager immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General PartnerManager, the Advisor, the Partnership Fund and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner Manager and the Partnership Fund shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership Manager and the General Partner Fund for any loss or damage they may suffer as a result of any misrepresentation of the undersigned.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents, warrants, acknowledges and covenants to the General Partner Manager and to the Partnership Fund (which representations, warranties, acknowledgements and covenants shall survive closing and continue in full force and effect) that: (a) the Subscriber understands that an investment in Purchased Units is not without risk and the Subscriber and any Disclosed Principal may lose his, her or its entire investment; (b) the Subscriber has, or has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership Fund and is able to bear the economic risk of loss of such investment; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws applicable securities laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is is: (i) an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) and, in Ontario, in Section 73.3 of the Securities Act (Ontario), and was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-45- 106 and has property properly completed Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof; (h) the Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forth; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith; (o) the Subscriber has read the Offering Memorandum and is aware of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Agreement and applicable securities laws; (p) the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; (s) the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States; (t) 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 Partnership may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereof; (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersigned.or

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents, warrants, acknowledges and covenants to the General Partner and to the Partnership (which representations, warranties, acknowledgements and covenants shall survive closing and continue in full force and effect) that: (a) the Subscriber understands that an investment in Units is not without risk and the Subscriber and any Disclosed Principal may lose his, her or its entire investment; (b) the Subscriber has, or has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership and is able to bear the economic risk of loss of such investment; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof; (h) the Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forth; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith; (o) the Subscriber has read the Offering Memorandum and is aware of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Agreement and applicable securities laws; (p) the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; (s) the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States; (t) 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 Partnership may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereof; (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the AdvisorManager, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersigned.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby representsrepresents and warrants to, warrants, and acknowledges and covenants to agrees with, the General Partner and to the Partnership (which representations, warranties, acknowledgements and covenants shall survive closing and continue in full force and effect) thatCompany as follows: (a) The Subscriber: (i) is acquiring the Common Shares solely for its own account, for investment, and not for subdivision or fractionalization thereof; (ii) has no contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or pledge to such person or entity the Common Shares or any part thereof; (iii) has no present plan to enter into any such contract, undertaking, agreement or arrangement; and (iv) is the sole party in interest with regard to its subscription hereunder. (b) The Subscriber has substantial experience in making investment decisions of this type and the Subscriber understands is aware of the fundamental risks and possible financial hazards of purchasing the Common Shares hereby subscribed for and the Subscriber acknowledges that an investment in Units is not without risk the Company should be considered only by a sophisticated investor financially able to maintain such investor’s investment and pay taxes with respect thereto from other sources, and who can afford to lose all or a substantial part of such investment. The Subscriber acknowledges that its investment in the Company should be reviewed by the Subscriber and any Disclosed Principal may lose hisits investment, her or its entire investment;tax, legal, accounting and other advisors. (bc) The Subscriber and/or the Subscriber’s advisor(s) has/have had access to or been furnished with sufficient facts and information to evaluate an investment in the Company and a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Company and its prospects and all such questions have been answered to the full satisfaction of the Subscriber. (d) The Subscriber is aware that no federal or state agency has: (i) made any finding or determination as to the fairness of this investment; (ii) made any recommendation or endorsement of the Common Shares; or (iii) guaranteed or insured any investment in the Common Shares. (e) The Subscriber has reviewed the Company’s public filings and is aware of the financial condition of the Company. (f) The Subscriber acknowledges and agrees that any and all financial projections and other forward-looking statements included in the Company’s public filings or otherwise delivered to the Subscriber hasby the Company or any of its representatives were provided to the Subscriber solely and exclusively for illustrative purposes and under no circumstances should any of such projections or other forward looking-statements be construed or relied upon as an indication of the Company’s future or anticipated financial performance. (g) The Subscriber is not investing in the Company as a result of, or has consulted with their registered dealer which hassubsequent to, such knowledge and experience any advertisement, article, notice, or other communication published in financial and business affairs as to be capable of evaluating the merits and risks any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar, or any solicitation of an investment in the Partnership and is able to bear Company by a person other than the economic risk of loss of such investment; (c) Company or a representative with whom the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than had a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out preexisting relationship in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”; (g) the Subscriber does not act jointly or in concert connection with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof;investment transactions. (h) The making of an investment in the Company and the execution, delivery and performance of this Agreement and all other documents and instruments relating thereto (collectively, the “Transaction Documents”) have been duly and validly authorized by all necessary partnership action, and is not in violation of the partnership agreement of the Subscriber, and the undersigned individual executing each of the Transaction Documents on behalf of the Subscriber or (if applicable) others for whom it is contracting hereunderhas the full power and authority to make such investment and execute, including any Disclosed Principal or undisclosed principaldeliver and perform such agreements, will execute documents and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forth;instruments. (i) The making of an investment in the case of a subscription Company by the Subscriber for Purchased Units acting as trustee and the execution, delivery and performance of the Transaction Documents do not conflict with or as agent (includingviolate any other agreement, for greater certaintyinstrument, a portfolio manager document, court order or comparable adviser) for a Disclosed Principal or an undisclosed principal, judgment to which the Subscriber fully manages is bound or subject and does not require the accounts consent or approval of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all any other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such person or government agency. (j) The representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was agreements of the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and contained herein shall survive the execution and delivery of the Transaction Documents and performance by an investment in the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber;Company. (mk) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith; (o) the Subscriber has read the Offering Memorandum and is aware of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Agreement and applicable securities laws; (p) the The Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” an "accredited investor" as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units have not been and will not be registered Regulation D promulgated under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; (s) the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States; (t) 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 Partnership may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereof; (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersigned.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents, warrants, acknowledges and covenants to the General Partner Manager and to the Partnership Fund (which representations, warranties, acknowledgements and covenants shall survive closing and continue in full force and effect) that: (a) the Subscriber understands that an investment in Units is not without risk and the Subscriber and any Disclosed Principal may lose his, her or its entire investment; (b) the Subscriber has, or has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership Fund and is able to bear the economic risk of loss of such investment; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 2 hereof; (h) the Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forth; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 2 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the PartnershipFund, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction;jurisdiction;‌ (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith; (o) the Subscriber has read the Offering Memorandum and is aware of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Trust Agreement and applicable securities laws; (p) the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner Manager prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner Manager with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws;laws;‌ (s) the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States; (t) 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 Partnership Fund may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the PartnershipFund. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereof;9 hereof;‌‌ (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”);Regulations”);‌ (w) the Subscriber acknowledges that the Partnership Fund may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership Fund if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership Fund with appropriate information in connection therewith;therewith;‌ (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership Fund and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and; (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a PartnershipFund, it shall notify the General Partner Manager immediately; (z) in accordance with the Canada-United States Enhanced Tax Information Exchange Agreement (the “IGA”) and Part XVIII of the Tax Act and related guidance issued in connection therewith (together, “FATCA”), the Fund and/or Manager is required to report certain information with respect to subscribers who are U.S. residents or U.S. citizens (including U.S. citizens who are residents or citizens of Canada), and certain other “U.S. Persons” as defined under the IGA, to the Canada Revenue Agency (the “CRA”). The Subscriber acknowledges that CRA will then exchange the foregoing representations and warranties are made information with the intent that they may be relied upon by U.S. Internal Revenue Service (the General Partner“IRS”) in accordance with the provisions of the IGA; (aa) in accordance with Part XIX of the Tax Act, which implements the Organisation for Economic Co- operation and Development Common Reporting Standard (“CRS”), the AdvisorFund and/or Manager is required to report certain information with respect to subscribers who are tax resident in jurisdictions other than Canada and the U.S., or who are controlled by one or more individuals who are tax resident in such jurisdictions. The CRA will then exchange the Partnership and their respective counsel in determining information with the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, tax authorities in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersigned.relevant participating foreign jurisdictions;

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents, warrants, acknowledges and covenants to the General Partner Manager and to the Partnership Fund (which representations, warranties, acknowledgements and covenants shall survive closing and continue in full force and effect) that: (a) the Subscriber understands that an investment in Units is not without risk and the Subscriber and any Disclosed Principal may lose his, her or its entire investment; (b) the Subscriber has, or has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership Fund and is able to bear the economic risk of loss of such investment; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 2 hereof; (h) the Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forth; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 2 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the PartnershipFund, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith; (o) the Subscriber has read the Offering Memorandum and is aware of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Trust Agreement and applicable securities laws; (p) the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner Manager prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner Manager with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; (s) the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States; (t) 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 Partnership Fund may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the PartnershipFund. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 9 hereof; (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership Fund may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership Fund if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership Fund with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership Fund and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a PartnershipFund, it shall notify the General Partner Manager immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General PartnerManager, the Advisor, the Partnership Fund and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner Manager and the Partnership Fund shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership Manager and the General Partner Fund for any loss or damage they may suffer as a result of any misrepresentation of the undersigned.

Representations, Warranties and Covenants of the Subscriber. The Subscriber (on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder) hereby represents, warrants, acknowledges represents and warrants to and covenants to with the General Partner Corporation as follows, and to acknowledges that the Partnership (which representationsCorporation and its counsel are relying thereon, warranties, acknowledgements both at the date hereof and covenants shall survive closing and continue in full force and effect) thatat the Closing Time: (a) the Subscriber understands that an investment in Units is not without risk and the The Subscriber and any Disclosed Principal may lose his, her or its entire investment; (b) the Subscriber has, or beneficial purchaser for whom it is acting has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be affairs, is capable of evaluating the merits and risks of an investment in the Partnership Subscription Receipts and is able to bear the economic risk of loss such investment even if the entire investment is lost. (b) The Subscriber and each beneficial purchaser for whom it is acting is a resident in the jurisdiction set out on the face page of this Subscription Agreement. Such address was not created and is not used solely for the purpose of acquiring the Subscription Receipts and the Subscriber and any beneficial purchaser was solicited to purchase Subscription Receipts in such investment;jurisdiction. (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securitiesThe Subscriber, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines;or any beneficial purchaser for whom it is acting, is: (di) the Subscriber Minimum Amount Investment (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is Subscribers resident in any a province or territory of Canada, ) - a person resident in Canada that is purchasing as principal and that is not an individual and is subscribing for Subscription Receipts with an acquisition cost to the Subscriber is an “accredited investor” as defined of not less than $150,000 paid in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”)cash at the Closing Time, and was not created created, or used used, solely to purchase or hold securities in reliance on this exemption from the prospectus requirement; OR (ii) Accredited Investor (Subscribers resident in any province of Canada) - a person resident in Canada and is (and will be at the Closing Time) an Accredited Investor, and has properly completed, executed and delivered within applicable time periods to the Corporation, the Canadian Accredited Investor Certificate in the form attached hereto as an accredited investor Schedule "B", and, if applicable, Appendix "A" and/or Appendix "B" to Schedule "B", and the information contained therein is true and correct; OR (iii) Foreign Purchaser (resident outside Canada, the United States and the United Kingdom‎) - a person not resident in Canada, the United States or the United Kingdom, it has properly completed, executed and delivered within applicable time periods to the Corporation, the Foreign Purchaser's Certificate in the form attached hereto as Schedule "C", and the information contained therein is true and correct; OR (iv) U.K. Purchaser (Subscribers resident in the United Kingdom‎) - a person resident or located in or otherwise subject to the applicable securities laws of ‎the United Kingdom, it ‎confirms that it has dealt exclusively with the Corporation in respect to the subject ‎matter of this ‎Subscription Agreement and that its agents, if applicable, have not acted as agents in connection ‎‎therewith, it has concurrently executed and delivered a U.K. Purchaser's Certificate in the form ‎attached ‎hereto as Schedule "D", and is a person of a kind described in paragraph Article ‎‎19 or paragraphs (m2)(a) to (d) of ‎Article 49 of the definition Financial Services and Markets Xxx 0000 ‎‎(Financial Promotion) Order 2005. (d) The information, representations, warranties and covenants contained in the applicable Schedules will be true and correct both as of “accredited investor” the date of execution of this Subscription Agreement and as of the Closing Time. (e) Neither the Subscriber nor any person for whom it is acting will offer, sell or otherwise dispose of the Subscription Receipts or underlying securities in NI 45-106 the United States or to, or for the account or benefit of, a U.S. Person unless the Corporation has consented to such offer, sale or disposition and such offer, sale or distribution is made in accordance with an exemption from the registration requirements under the U.S. Securities Act and the securities laws of all applicable states of the United States or the U.S. Securities and Exchange Commission has property completed Schedule “A”declared effective a registration statement in respect of such securities. (f) The Subscriber acknowledges and agrees that: (i) the Subscription Receipts have not been offered to the Subscriber while the Subscriber was in the United States, and the individuals making the order to purchase the Subscription Receipts and executing and delivering this Subscription Agreement for the account or benefit of the Subscriber were not in the United States when the order was placed or when this Subscription Agreement was executed and delivered; (ii) the Subscriber is not, and is not purchasing the Subscription Receipts or the underlying Units for the account or benefit of, a person in the United States or a U.S. Person; (iii) the Subscriber is not purchasing the Subscription Receipts or the underlying Units as the result of any directed selling efforts (as defined in Rule 902(c) of Regulation S) made in the United States by the Corporation, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing; (iv) the Subscriber has no intention to distribute either directly or indirectly any of the Units or underlying Securities in the United States, except in compliance with the U.S. Securities Act and any applicable state securities laws; (v) the Subscriber understands that the Warrants may not be exercised in the United States or by, or on account or behalf of, a person in the United States or a U.S. Person unless an exemption is available from the registration requirements of the U.S. Securities Act and all applicable state securities laws and, if requested by the Corporation, the holder has delivered to the Corporation a written opinion of counsel reasonably satisfactory to the Corporation to such effect; (vi) the Subscriber consents to the Corporation making a notation on its records or giving instruction to ‎the registrar and transfer agent of the Corporation in order to implement the restrictions on ‎transfer set forth and described herein; (g) The current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes registration requirements of the acquisition of the Purchased Units, except as disclosed on page 3 hereof;U.S. Securities Act or any applicable state securities laws. (h) The execution and delivery of this Subscription Agreement, the Subscriber performance and compliance with the terms hereof, the subscription for the Subscription Receipts and the completion of the transactions described herein by the Subscriber, or (if applicable) others any beneficial purchaser for whom it is contracting hereunderacting, including will not result in any Disclosed Principal material breach of, or undisclosed be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the constating documents, by-laws or resolutions of the Subscriber, or any beneficial purchaser for whom it is acting, the Securities Laws or any other laws applicable to the Subscriber, or any beneficial purchaser for whom it is acting, any agreement to which the Subscriber, or any beneficial purchaser for whom it is acting, is a party, or any judgment, decree, order, statute, rule or regulation applicable to the Subscriber or any beneficial purchaser for whom it is acting. (i) The Subscriber is subscribing for the Subscription Receipts as principal for its own account and not for the benefit of any other person (within the meaning of applicable Securities Laws), or if it is not subscribing as principal, will execute it is either a person or company described in subsection 6.1(j) hereof or it has disclosed the name of the principal on the face page of this Subscription Agreement and deliver all documentation as acknowledges that the Corporation may be required by applicable securities legislation, rules, regulations and policies law to permit disclose to certain regulatory authorities the purchase identity of each beneficial purchaser for whom the Purchased Units on the terms herein set forth;Subscriber is acting. (ij) in In the case of a subscription for the Subscription Receipts by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if each such beneficial purchaser was purchaser, each of whom is subscribing as principal for its own account, not for the Subscriber named on page 3 hereofbenefit of any other person, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, of and constitutes the a legal, valid and binding agreement of, such principal;, and the Subscriber acknowledges that the Corporation may be required by law to disclose the identity of each beneficial purchaser for whom the Subscriber is acting. (jk) upon execution and delivery In the case of a subscription for the Subscription Receipts by the Subscriber and acceptance by the Partnershipacting as principal, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have has been duly authorized, executed and delivered by, and will each constitute constitutes a legal, valid and binding agreement of, the Subscriber subject toand any beneficial purchasers on whose behalf the Subscriber is acting. This Subscription Agreement is enforceable in accordance with its terms against the Subscriber and any beneficial purchasers on whose behalf the Subscriber is acting. (l) If the Subscriber is: a(i) any applicable bankruptcya corporation, insolvency or other it is duly incorporated and is validly subsisting under the laws affecting of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to execute and deliver this Subscription Agreement, to subscribe for the enforcement Subscription Receipts as contemplated herein and to carry out and perform its obligations under the terms of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdictionthis Subscription Agreement; (kii) if a partnership, syndicate or other form of unincorporated organization, it has the Subscriber is necessary legal capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof; or (iii) an individual, it is of the Subscriber has obtained the full age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association observe and perform his or other entity, the Subscriber has the legal capacity her covenants and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber;obligations hereunder. (m) ‎Other than as contemplated in Article 8 herein, there is no person acting or purporting to act in connection with the transactions contemplated herein who is entitled to any brokerage or finder's fee. If any person establishes a claim that any fee or other compensation is payable in connection with this subscription for the Subscription Receipts, the Subscriber has obtained independent legal covenants to indemnify and tax advice as hold harmless the Corporation and its counsel with respect thereto and with respect to all costs reasonably incurred in the defence thereof. (n) If required by applicable Securities Laws or the Corporation, the Subscriber will execute, deliver and file or assist the Corporation in filing such reports, undertakings and other documents with respect to the issue of the Subscription Receipts and underlying securities as may be required by any securities commission, stock exchange or other regulatory authority. (o) The Subscriber’s liabilities , and obligations under each beneficial purchaser for whom it is contracting hereunder, have been advised to consult their own legal advisors with respect to trading in the Partnership Agreement Subscription Receipts and under this Subscription Agreementunderlying securities and with respect to the resale restrictions imposed by the Securities Laws of the jurisdiction in which the Subscriber resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the Securities Laws or other resale restrictions applicable to such securities which restrict the ability of the Subscriber (or others for whom it has taken is contracting hereunder) to resell such steps as securities, that the Subscriber (or others for whom it considers necessary is contracting hereunder) is solely responsible to ensure find out what these restrictions are and the Subscriber is solely responsible (and the Corporation is in no way responsible) for compliance with applicable resale restrictions and the Subscriber is aware that it understands the meaning and effect of such representations, warranties and indemnities; (nor beneficial purchasers for whom it is contracting hereunder) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith; (o) the Subscriber has read the Offering Memorandum and is aware of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they canmay not be sold or otherwise disposed of able to resell such securities except in accordance with limited exemptions under the provisions of the Partnership Agreement Securities Laws and other applicable securities laws;. (p) the The Subscriber is has not (i) received or been provided with a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”)prospectus or offering memorandum, (ii) a “non-Canadian” within the meaning of the Investment Canada Act Securities Laws, or any sales or advertising literature in connection with the Private Placement and the Subscriber's decision to subscribe for the Subscription Receipts was not based upon, and the Subscriber has not relied upon, any verbal or written representations as to facts made by or on behalf of the Corporation. The Subscriber's decision to subscribe for Subscription Receipts was based solely upon information about the Corporation and Brattle which is publicly available on SEDAR (xxx.xxxxx.xxx). (q) The Subscriber is not purchasing Subscription Receipts with knowledge of material information concerning the Corporation which has not been generally disclosed. (r) No person has made any written or oral representations (i) that any person will resell or repurchase the Subscription Receipts or underlying securities, (ii) that any person will refund the Aggregate Subscription Price, or (iii) a partnership and that he, she as to the future price or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) value of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), Subscription Receipts or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws;underlying securities. (s) The Subscriber has not purchased the Subscriber (and Subscription Receipts as a result of any Disclosed Principal) is not a “U.S. Person” form of general solicitation or general advertising (as that term is defined such terms are used in Regulation S promulgated under D of the U.S. Securities Act), which definition includesincluding, but is not limited towithout limitation, an individual resident advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the United Statesinternet, an estate or trust broadcast over radio, internet, television or other form of which telecommunications, or any executor seminar or administrator meeting whose attendees have been invited by general solicitation or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States;general advertising. (t) None of the funds the Subscriber understands that, if required by applicable securities laws a report of is using to purchase 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 Partnership may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereof; (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not Receipts represent proceeds of crime as defined in for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “"PCMLTFA”") or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (United States) (the "USA PATRIOT Act"), and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber's name and other information relating to this Subscription Agreement and its subscription hereunder, on a confidential basis, pursuant to the PCMLTFA and USA PATRIOT Act. None To the best of its knowledge (i) none of the subscription funds to be provided by the Subscriber and/or any beneficial purchaser for whom the Subscriber is acting on behalf of (iA) have been or will be derived from or related to any activity that is deemed criminal under the laws law of Canada Canada, the United States, or any other applicable jurisdiction, or (iiB) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rulesit, and (ii) it shall promptly notify the Partnership Corporation if the Subscriber discovers that any of the foregoing such representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership Corporation with appropriate information in connection therewith;. (xu) None of the Subscriber agrees funds being used to keep confidential all information provided purchase Subscription Receipts are, to the Subscriber relating to the business and affairs of the Partnership and not to distribute Subscriber's knowledge, proceeds obtained or otherwise make available any such information to any other person derived directly or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer indirectly as a result of any misrepresentation illegal activities. (v) The Subscriber has had an opportunity to seek the advice of independent counsel or such other advisors as the undersignedSubscriber requires in order to evaluate the investment in the Corporation and to fully understand the rights of holders of Subscription Receipts and underlying securities.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents, warrants, acknowledges and covenants to the General Partner Manager and to the Partnership Fund (which representations, warranties, acknowledgements and covenants shall survive closing and continue in full force and effect) that: (a) the Subscriber understands that an investment in Units is not without risk and the Subscriber and any Disclosed Principal may lose his, her or its entire investment; (b) the Subscriber has, or has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership Fund and is able to bear the economic risk of loss of such investment; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies;policies;‌ (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof; (h) the Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forth; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the PartnershipFund, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; andand‌ b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities;indemnities;‌ (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith; (o) the Subscriber has read the Offering Memorandum and is aware of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Trust Agreement and applicable securities laws; (p) the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner Manager prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner Manager with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; (s) the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States; (t) 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 Partnership Fund may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the PartnershipFund. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 9 hereof; (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber;Subscriber;‌ (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”);Regulations”);‌ (w) the Subscriber acknowledges that the Partnership Fund may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership Fund if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership Fund with appropriate information in connection therewith;therewith;‌ (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership Fund and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a PartnershipFund, it shall notify the General Partner Manager immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersigned.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents, warrants, acknowledges and covenants to the General Partner and to the Partnership (which representations, warranties, acknowledgements and covenants shall survive closing and continue in full force and effect) thatas follows: (a) Subscriber is an Eligible Investor as defined herein; (b) If Subscriber is subscribing for Member Limited Partnership Interests, each Qualified Physician who is an owner or employee of Subscriber is a Member of CCPA and has entered into a (c) EXHIBIT A hereto is a true and correct listing of the names, DEA numbers, and other pertinent information of all Qualified Physicians who are owners or employees of Subscriber. (d) The Subscriber has received and carefully read the Prospectus, is familiar with and understands the Prospectus, has based its decision to invest on the information contained in the Prospectus, and no oral or written representations have been made or oral or written information furnished to the Subscriber in connection with the Offering which were in any way inconsistent with the information provided to the Subscriber in the Prospectus. (e) The Subscriber understands that no federal or state agency passed upon or endorsed the merits of the Offering or made any finding or determination as to the Interests. (f) The Subscriber acknowledges and understands that an investment in Units is not without risk and the Subscriber and any Disclosed Principal may lose hisPartnership involves a number of significant risks relating to the purchase of the Interests, her or its entire investment;including those set forth under the caption “Risk Factors” in the Prospectus, and, further, understands such risks. (bg) the The Subscriber has, or has consulted with their registered dealer which has, such knowledge sufficient financial resources and experience in financial and business affairs as wherewithal to be capable of evaluating the merits and risks of make an investment in the Partnership Interests and is able to bear withstand the economic risk of loss of such its entire investment; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; investment does not exceed ten percent (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m10%) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof;Subscriber’s net worth. (h) the The Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute has received and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase carefully read a copy of the Purchased Units Limited Partnership Agreement and acknowledges and understands that the Limited Partnership Agreement describes, among other things, restrictions on the terms herein set forth;Transfer of the Interests, the right of the Partnership to repurchase the Interests under certain circumstances and other characteristics of the Interests. (i) in The Subscriber acknowledges that the case Interests cannot be readily sold because there is currently no public market for the Interests and that the possibility of a subscription by public market developing for the Subscriber Interests is improbable because of the eligibility requirements for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute ownership and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal;restrictions upon transfer. (j) The Subscriber understands that the restrictions with respect to sales or transfers of the Interests will be noted in a legend placed on the certificate(s) representing the Interests upon execution and delivery by the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction;issuance. (k) if the The Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith; (o) the Subscriber has read the Offering Memorandum and is aware of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they canwill not be sold sell or otherwise disposed of transfer the Interests except in accordance with the provisions of restrictions on transfer contained in the Limited Partnership Agreement and applicable securities laws;Agreement. (pl) The information set forth herein concerning the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”)true and correct, (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; (s) the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States; (t) 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 Partnership may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereof; (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may will be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel its employees and agents in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation andSubscribed Membership Interests. (m) Subscriber is duly authorized and empowered to execute, in deliver, and perform this Subscription Agreement and to purchase the case of such counsel, to provide opinions in respect Subscribed Membership Interests on behalf of the sale Qualified Physicians and has duly taken all requisite action in connection therewith. (n) This Subscription Agreement is a valid and binding legal obligation of the Purchased UnitsSubscriber, if applicable. The enforceable against Subscriber further agrees in accordance with its terms, except to the extent that enforcement may be limited by accepting the Purchased Units on the Closing Date it shall be representing applicable bankruptcy, insolvency, reorganization, or other similar laws affecting creditors rights generally and warranting that the foregoing representations and warranties are true as by equitable principals (regardless of whether enforcement is sought in equity or at that Closing Date. The General Partner law), and the Partnership shall be entitled to rely on the representations execution, delivery, and warranties performance of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation purchase of the undersignedInterests do not and will not conflict with, violate, or constitute a default under any applicable law or regulation or any agreement or arrangement to which the Subscriber is a party or may be bound. (o) The Subscriber has had the opportunity to consult with such Subscriber’s legal, financial, and tax advisors concerning the purchase of the Subscribed Membership Interests.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents, warrants, acknowledges and covenants to the General Partner and to the Partnership Company (which representations, warranties, acknowledgements and covenants shall survive closing and continue in full force and effectthe Closing Date) that: (a) it is a corporation, it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber; (c) the Subscriber understands is an “accredited investor” (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended) and will provide the Company or its nominee with evidence sufficient for the Company to reasonably conclude that this representation is true and correct; (d) the Subscriber (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, (iii) believes that an investment in Units the Coins is suitable for Subscriber based upon Subscriber’s investment objectives and financial needs, (iv) is able to bear the economic risks of an investment in the Coins for an indefinite period of time, including, but not without risk and limited to, the Subscriber and any Disclosed Principal may lose his, her or its entire complete loss of such investment; (be) the Subscriber has, or believes that it has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be matters that they are capable of reading and interpreting financial statements and evaluating the merits and risks of an the prospective investment in the Partnership Coins and is able has the net worth to bear the economic risk of loss of undertake such investment; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policiesrisks; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) acknowledges it will receive no formal disclosure documentation regarding its acquisition of the definition Coins. Given this information and opportunity, Subscriber has made an independent examination and investigation of “accredited investor” an investment in NI 45-106 the Coins and the Company, and has property completed Schedule “A”depended on the advice of its legal and financial advisors, and agrees that the Company will not be responsible in anyway whatsoever for the Subscriber’s decision to acquire the Coins; (g) he entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the Subscriber does not act jointly or in concert with of any other agreement, written or oral, to which the Subscriber for Units for may be a party or by which the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereofSubscriber is or may be bound (including corporate formation documents); (h) the Subscriber or (if applicable) others for whom has duly executed and delivered this Subscription Agreement and it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute constitutes a valid and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase binding agreement of the Purchased Units on Subscriber enforceable against the terms herein set forthSubscriber; (i) in the case acquisition of a subscription the Coins by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal;does not trigger: (j) upon execution and delivery by the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: ai) any applicable bankruptcyobligation to prepare and file a prospectus or similar document, insolvency or any other laws affecting report with respect to such purchase in the enforcement of creditors’ rights generally; and b) general principles of equityInternational Jurisdiction, including the granting of equitable remedies within the discretion of a court of competent jurisdiction;or (kii) if the Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part any continuous disclosure reporting obligation of the Subscriber; (m) Company in the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith;International Jurisdiction. (o) the Subscriber has read the Offering Memorandum and is aware been advised that none of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Agreement and applicable securities laws; (p) the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units Coins have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; (s) the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States; (t) 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 Partnership may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereof; (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets relevant state securities laws but are being offered and sold pursuant to exemptions from such laws and that the Company’s reliance upon such exemptions is predicated in part on the Subscriber’s representations to the Company as contained herein. registered under the Act, or transferred pursuant to the provisions of Corrupt Foreign Officials (Tunisia Rule 144 thereunder, or any similar provision as promulgated by the Securities and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”)Exchange Commission, the Special Economic Measures (Syria) Regulations (Coins, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: It is the “Syria Regulations”), or intention of the Special Economic Measures (DPRK) Regulations (Company to file a registration statement under Regulation A of the “DPRK Regulations”);Securities Act of 1933 registering the Coins as quickly as practicable after the execution of this Subscription Agreement. (wp) the Subscriber acknowledges that the Partnership may in the future be required by law acknowledges, represents, warrants, and covenants to disclose the Subscriber’s name provide such information and other information relating to this Subscription Agreement execute and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or deliver such documents as otherwise reasonably as may be required by applicable laws, regulations or rules, necessary to comply with any and shall promptly notify all laws and ordinances to which the Partnership if the Subscriber discovers that Company is subject and in order to verify any of the foregoing information provided by or representations in paragraphs (u) or (v) ceases warranties made by the Subscriber to be true, and to provide the Partnership with appropriate information in connection therewith;Company. (xq) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that under no circumstance may any Coins purchased hereunder be sold, transferred or otherwise assigned to a third party for consideration valued at less than the foregoing representations and warranties are made with greater of $1.00 or the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect average weighted volume trading price of the sale of Coin during the Purchased Unitsfive trading days prior to the proposed transfer, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersignedper Coin.

Representations, Warranties and Covenants of the Subscriber. 5.1 The Subscriber hereby represents, warrants, acknowledges represents and warrants to and covenants to with the General Partner Company, as of the date of this Agreement and to as of the Partnership Closing Date (which representations, warranties, acknowledgements warranties and covenants shall survive closing and continue in full force and effectthe Closing Date) that: (a) by completing the Subscriber understands that an investment in Units is not without risk and the Subscriber and any Disclosed Principal may lose his, her or its entire investment; (b) the Subscriber has, or has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership and is able to bear the economic risk of loss of such investment; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of CanadaQuestionnaire, the Subscriber is an “accredited investor” as defined representing and warranting that the Subscriber satisfies one of the categories of registration and prospectus exemptions provided in National Instrument 45-106 Prospectus and Registration Exemptions (“"NI 45-106”)") adopted by the Ontario Securities Commission (the "OSC") and: (i) is either purchasing the Shares (A) as principal and not for the benefit of any other person, or is deemed under NI 45-106 to be purchasing the Shares as principal, or (B) as agent for a beneficial purchaser disclosed in this Subscription Agreement, and is an agent or trustee with proper authority to execute all documents required in connection with the purchase of the Shares on behalf of such disclosed beneficial purchaser and such disclosed beneficial purchaser for whom the Subscriber is contracting hereunder is purchasing as principal and not for the benefit of any other person, or is deemed under NI 45-106 to be purchasing the Securities as principal, and such disclosed beneficial purchaser satisfies one of the categories of registration and prospectus exemptions provided in NI 45-106; (ii) if the Subscriber is, or the beneficial purchaser for whom the Subscriber is contracting hereunder is, as the case may be, a person, other than an individual or investment fund, that has net assets of at least CDN$5,000,000, the Subscriber was not not, or the beneficial purchaser for whom the Subscriber is contracting hereunder was not, as the case may be, created or used solely to purchase or hold securities as an accredited investor investor; and (iii) the Subscriber has concurrently executed and delivered a certificate in the form attached as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A” hereto. (b) the Subscriber is outside the United States when receiving and executing this Subscription Agreement; (c) the Subscriber is not a “U.S. Person”, as defined in Regulation S; (d) the Subscriber is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person, as defined in Regulation S; (e) the Subscriber is resident in the jurisdiction set out on Page 12 of this Subscription Agreement; (f) the Subscriber: (i) is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the acquisition of the Securities, (ii) is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Securities under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions, (iii) acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Securities, and (iv) represents and warrants that the acquisition of the Securities by the Subscriber does not trigger: A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or B. any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and the Subscriber will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably; (g) the Subscriber does is acquiring the Securities as principal for investment only and not act jointly with a view to, or for, resale, distribution or fractionalization thereof, in whole or in concert with part, and, in particular, it has no intention to distribute either directly or indirectly any other Subscriber for Units for the purposes of the acquisition of Securities in the Purchased Units, except United States or to U.S. Persons (as disclosed on page 3 hereofdefined in Regulation S); (h) the Subscriber or acknowledges that it has not acquired the Securities as a result of, and will not itself engage in, any "directed selling efforts" (if applicableas defined in Regulation S) others for whom it is contracting hereunder, including in the United States in respect of any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on Securities which would include any activities undertaken for the terms herein set forthpurpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority legal capacity and in every case is legally competent competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto; (l) hereto and, if the Subscriber is a corporation, partnershipit is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, trust, unincorporated association or other entity, the Subscriber has the legal capacity shareholders and competence others have been obtained to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the authorize execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part behalf of the Subscriber; (j) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (k) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (l) the Subscriber has received and carefully read this Subscription Agreement; (m) the Subscriber (i) has obtained independent legal adequate net worth and tax advice as to the Subscriber’s liabilities means of providing for its current financial needs and obligations under the Partnership Agreement and under possible personal contingencies, (ii) has no need for liquidity in this Subscription Agreementinvestment, and acknowledges that it has taken such steps as it considers necessary (iii) is able to ensure that it understands bear the meaning economic risks of an investment in the Securities for an indefinite period of time, and effect can afford the complete loss of such representations, warranties and indemnitiesinvestment; (n) the Subscriber has full power the degree of knowledge, education and authority experience in financial and business matters as to execute enable the Subscriber to evaluate the merits and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement risks of the investment in the Securities and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewithCompany; (o) the Subscriber has read understands and agrees that the Offering Memorandum Company and is aware others will rely upon the truth and accuracy of the characteristics of the Purchased Units acknowledgements, representations, warranties, covenants and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except agreements contained in accordance with the provisions of the Partnership this Subscription Agreement and applicable securities lawsthe Questionnaire, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Company; (p) the Subscriber is not (i) a “non-resident” of Canada for aware that an investment in the purposes Company is speculative and involves certain risks, including the possible loss of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or herinvestment; (q) the Subscriber is not an underwriter of, or dealer in, the Company's Securities, nor is the Subscriber participating, pursuant to a “financial institution” as that term is defined contractual agreement or otherwise, in subsection 142.2(1) the distribution of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax ActSecurities; (r) the Purchased Units have not been Subscriber has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be registered under responsible in anyway whatsoever for the United States Subscriber's decision to invest in the Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities lawsCompany; (s) if the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units Securities as a fiduciary or agent for one or more investor accounts, the account Subscriber has sole investment discretion with respect to each such account, and the Subscriber has full power to make the foregoing acknowledgements, representations and agreements on behalf of or benefit of a U.S. Person or a person in the United Statessuch account; (t) the Subscriber understands that, if required by applicable securities laws a report is not aware of any advertisement of any of the sale Securities and is not acquiring the Securities as a result of the Units will be filed with the appropriate securities regulatory authority. The Subscriber hereby acknowledges that pursuant to such a reportany form of general solicitation or general advertising including advertisements, the Partnership may be obligated to disclosearticles, among notices or other thingscommunications published in any newspaper, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereofmagazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (u) the funds representing the aggregate Subscription Price advanced by no person has made to the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber any written or oral representations: (i) have been that any person will resell or will be derived from or related to repurchase any activity that is deemed criminal under of the laws of Canada or any other applicable jurisdiction, or Securities, (ii) are being tendered on behalf that any person will refund the purchase price of a person or entity who has not been identified any of the Securities, (iii) as to the Subscriber;future price or value of any of the Securities, or (iv) that any of the Securities will be listed and posted for trading on any stock exchange or that application has been made to list and post any of the Securities of the Company on any stock exchange; and (v) the Subscriber is acknowledges and agrees that the Company shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Company, along with an executed copy of this Subscription Agreement: (i) a person or entity identified fully completed and executed Questionnaire in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”)form attached hereto as Schedule A, the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (yii) if such other supporting documentation that the Subscriber Company or any beneficial purchaser its legal counsel may request to establish the Subscriber's qualification as a qualified investor. 5.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes purpose of the Tax Act, or if Subscription Agreement includes any of such persons that is a partnership ceases to be a “Canadian partnership” as defined person in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersignedUnited States.

Representations, Warranties and Covenants of the Subscriber. 5.1 The Subscriber hereby represents, warrants, acknowledges represents and warrants to and covenants to with the General Partner Company, as of the date of this Agreement and to as of the Partnership Closing Date (which representations, warranties, acknowledgements warranties and covenants shall survive closing and continue in full force and effectthe Closing Date) that: (a) by completing the Subscriber understands that an investment in Units is not without risk and the Subscriber and any Disclosed Principal may lose his, her or its entire investment; (b) the Subscriber has, or has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership and is able to bear the economic risk of loss of such investment; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of CanadaQuestionnaire, the Subscriber is an “accredited investor” as defined representing and warranting that the Subscriber satisfies one of the categories of registration and prospectus exemptions provided in National Instrument 45-106 Prospectus and Registration Exemptions (“"NI 45-106”)") adopted by the Ontario Securities Commission (the "OSC") and: (i) is either purchasing the Units (A) as principal and not for the benefit of any other person, or is deemed under NI 45-106 to be purchasing the Units as principal, or (B) as agent for a beneficial purchaser disclosed in this Subscription Agreement, and is an agent or trustee with proper authority to execute all documents required in connection with the purchase of the Units on behalf of such disclosed beneficial purchaser and such disclosed beneficial purchaser for whom the Subscriber is contracting hereunder is purchasing as principal and not for the benefit of any other person, or is deemed under NI 45-106 to be purchasing the Units as principal, and such disclosed beneficial purchaser satisfies one of the categories of registration and prospectus exemptions provided in NI 45-106; (ii) if the Subscriber is, or the beneficial purchaser for whom the Subscriber is contracting hereunder is, as the case may be, a person, other than an individual or investment fund, that has net assets of at least CDN$5,000,000, the Subscriber was not not, or the beneficial purchaser for whom the Subscriber is contracting hereunder was not, as the case may be, created or used solely to purchase or hold securities as an accredited investor investor; and (iii) the Subscriber has concurrently executed and delivered a certificate in the form attached as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A” hereto. (b) the Subscriber is outside the United States when receiving and executing this Subscription Agreement; (c) the Subscriber is not a “U.S. Person”, as defined in Regulation S; (d) the Subscriber is not acquiring the Units for the account or benefit of, directly or indirectly, any U.S. Person, as defined in Regulation S; (e) the Subscriber is resident in the jurisdiction set out on Page 12 of this Subscription Agreement; (f) the Subscriber: (i) is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the acquisition of the Units, (ii) is purchasing the Units pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Units under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions, (iii) acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Units and Securities, and (iv) represents and warrants that the acquisition of the Units by the Subscriber does not trigger: A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or B. any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and the Subscriber will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably; (g) the Subscriber does is acquiring the Units as principal for investment only and not act jointly with a view to, or for, resale, distribution or fractionalization thereof, in whole or in concert with part, and, in particular, it has no intention to distribute either directly or indirectly any other Subscriber for Units for the purposes of the acquisition of Securities in the Purchased Units, except United States or to U.S. Persons (as disclosed on page 3 hereofdefined in Regulation S); (h) the Subscriber or acknowledges that it has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (if applicableas defined in Regulation S) others for whom it is contracting hereunder, including in the United States in respect of any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on Securities which would include any activities undertaken for the terms herein set forthpurpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority legal capacity and in every case is legally competent competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto; (l) hereto and, if the Subscriber is a corporation, partnershipit is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, trust, unincorporated association or other entity, the Subscriber has the legal capacity shareholders and competence others have been obtained to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the authorize execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part behalf of the Subscriber; (j) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (k) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (l) the Subscriber has received and carefully read this Subscription Agreement; (m) the Subscriber (i) has obtained independent legal adequate net worth and tax advice as to the Subscriber’s liabilities means of providing for its current financial needs and obligations under the Partnership Agreement and under possible personal contingencies, (ii) has no need for liquidity in this Subscription Agreementinvestment, and acknowledges that it has taken such steps as it considers necessary (iii) is able to ensure that it understands bear the meaning economic risks of an investment in the Units for an indefinite period of time, and effect can afford the complete loss of such representations, warranties and indemnitiesinvestment; (n) the Subscriber has full power the degree of knowledge, education and authority experience in financial and business matters as to execute enable the Subscriber to evaluate the merits and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement risks of the investment in the Units and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewithCompany; (o) the Subscriber has read understands and agrees that the Offering Memorandum Company and is aware others will rely upon the truth and accuracy of the characteristics of the Purchased Units acknowledgements, representations, warranties, covenants and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except agreements contained in accordance with the provisions of the Partnership this Subscription Agreement and applicable securities lawsthe Questionnaire, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Company; (p) the Subscriber is not (i) a “non-resident” of Canada for aware that an investment in the purposes Company is speculative and involves certain risks, including the possible loss of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or herinvestment; (q) the Subscriber is not an underwriter of, or dealer in, the Company's Securities, nor is the Subscriber participating, pursuant to a “financial institution” as that term is defined contractual agreement or otherwise, in subsection 142.2(1) the distribution of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Subscriber has made an independent examination and investigation of an investment in the Units have not been and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be registered under responsible in anyway whatsoever for the United States Securities Act of 1933, as amended (Subscriber's decision to invest in the “U.S. Securities Act”), or any state securities laws Units and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities lawsCompany; (s) if the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units as a fiduciary or agent for one or more investor accounts, the account Subscriber has sole investment discretion with respect to each such account, and the Subscriber has full power to make the foregoing acknowledgements, representations and agreements on behalf of or benefit of a U.S. Person or a person in the United Statessuch account; (t) the Subscriber understands that, if required by applicable securities laws a report is not aware of any advertisement of any of the sale of Securities and is not acquiring the Units will be filed with the appropriate securities regulatory authority. The Subscriber hereby acknowledges that pursuant to such as a reportresult of any form of general solicitation or general advertising including advertisements, the Partnership may be obligated to disclosearticles, among notices or other thingscommunications published in any newspaper, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereofmagazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (u) the funds representing the aggregate Subscription Price advanced by no person has made to the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber any written or oral representations: (i) have been that any person will resell or will be derived from or related to repurchase any activity that is deemed criminal under of the laws of Canada or any other applicable jurisdiction, or Securities, (ii) are being tendered on behalf that any person will refund the purchase price of a person or entity who has not been identified to the Subscriber; (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that any of the foregoing representations in paragraphs Securities, (uiii) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided as to the Subscriber relating to the business and affairs future price or value of any of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is actingSecurities, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersigned.or

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents, warrants, acknowledges and covenants to the General Partner Manager and to the Partnership Fund (which representations, warranties, acknowledgements and covenants shall survive closing and continue in full force and effect) that: (a) the Subscriber understands that an investment in Purchased Units is not without risk and the Subscriber and any Disclosed Principal may lose his, her or its entire investment; (b) the Subscriber has, or has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership Fund and is able to bear the economic risk of loss of such investment; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws applicable securities laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof; (h) the Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forth; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject tois: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith; (o) the Subscriber has read the Offering Memorandum and is aware of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Agreement and applicable securities laws; (p) the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; (s) the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States; (t) 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 Partnership may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereof; (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersigned.

Representations, Warranties and Covenants of the Subscriber. 6.1 The Subscriber hereby represents, warrants, acknowledges represents and warrants to and covenants to with the General Partner and to the Partnership Issuer (which representations, warranties, acknowledgements warranties and covenants shall survive closing and continue in full force and effectthe Closing) that: (a) unless the Subscriber understands that an investment is a U.S. Purchaser (as defined in Units Exhibit B), the Subscriber is not without risk and the Subscriber and any Disclosed Principal may lose his, her or its entire investmenta U.S. Person; (b) the Subscriber has, or has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership and is able to bear the economic risk of loss of such investment; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to not an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canadaindividual, the Subscriber is an “accredited investor” as defined pre-existed the Offering and has a bona fide business other than the investment in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), the Units and was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”securities; (gc) except as disclosed in writing to the Issuer, the Subscriber does not act jointly or in concert with any other Subscriber for Units person or company for the purposes of the acquisition acquiring securities of the Purchased Units, except as disclosed on page 3 hereofIssuer; (hd) the Subscriber or (if applicablei) others has adequate net worth and means of providing for whom it its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, (iii) is contracting hereunderable to bear the economic risks of an investment in the Shares for an indefinite period of time, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit (iv) can afford the purchase complete loss of the Purchased Units on the terms herein set forthsuch investment; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (ke) if the Subscriber is an individualresident outside of Canada: (i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the Shares, (ii) the Subscriber is purchasing the Shares pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber has obtained is permitted to purchase the age Shares under the applicable laws of majority the securities regulators in the International Jurisdiction without the need to rely on any exemptions, (iii) the applicable laws of the authorities in the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Shares, (iv) the purchase of the Shares by the Subscriber does not trigger: A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in every case is legally competent the International Jurisdiction, or B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction, and (v) the Subscriber will, if requested by the Issuer, deliver to execute this Subscription Agreement the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to take all actions required pursuant heretothe satisfaction of the Issuer, acting reasonably; (lf) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to enter into and execute this subscriber agreement Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, it is duly incorporated and pursuant validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Partnership Subscriber; (g) the entering into of this Agreement and the execution transactions contemplated hereby do not result in the violation of any of the terms and delivery provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (h) the Subscriber has duly executed and performance delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (i) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks (including those risks disclosed in the Public Record), including the possible loss of the entire investment; (j) the Subscriber has made an independent examination and investigation of an investment in the Securities and the Issuer and agrees that the Issuer will not be responsible in any way whatsoever for the Subscriber’s decision to invest in the Securities and the Issuer; (k) except for the Subscriber's knowledge regarding its subscription for Shares hereunder, the Subscriber has no knowledge of a “material fact” or a “material change” (as those terms are defined in the Securities Act (Alberta)) in the affairs of the Corporation that has not been generally disclosed; (l) all information contained in the Questionnaires, as applicable, is complete and accurate and may be relied upon by the Issuer, and the Subscriber will notify the Issuer immediately of this Subscription Agreement have been authorized by all necessary corporate or other action on any material change in any such information occurring prior to the part closing of the Subscriberpurchase of the Shares; (m) the Subscriber has obtained independent legal is purchasing the Shares for its own account for investment purposes only and tax advice as not for the account of any other person and not for distribution, assignment or resale to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreementothers, and acknowledges that it no other person has taken a direct or indirect beneficial interest in such steps as it considers necessary to ensure that it understands Shares, and the meaning and effect of such representations, warranties and indemnitiesSubscriber has not subdivided his interest in the Shares with any other person; (n) the Subscriber (i) is able to fend for itself in the Subscription; (ii) has full power such knowledge and authority experience in business matters as to execute be capable of evaluating the merits and deliver this Subscription Agreement risks of its prospective investment in the Securities; and all other agreements, instruments (iii) has the ability to bear the economic risks of its prospective investment and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and can afford the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewithcomplete loss of such investment; (o) the Subscriber has read the Offering Memorandum and is aware not an underwriter of, or dealer in, any of the characteristics Securities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Purchased Units and Shares or any of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Agreement and applicable securities lawsthem; (p) the Subscriber is not (i) a “non-resident” aware of Canada for the purposes any advertisement of any of the Income Tax Act (Canada) (Shares and is not acquiring the “Tax Act”)Shares as a result of any form of general solicitation or general advertising, (ii) a “non-Canadian” within the meaning of the Investment Canada Act including advertisements, articles, notices or (iii) a partnership and that heother communications published in any newspaper, she magazine or it will maintain such status during such time as Units are held similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by him general solicitation or hergeneral advertising; (q) no person has made to the Subscriber is not a “financial institution” as any written or oral representations: (i) that term is defined in subsection 142.2(1) any person will resell or repurchase any of the Tax Act unless such investor has provided written notice Shares, (ii) that any person will refund the purchase price of any of the Shares, or (iii) as to the contrary to the General Partner prior to the date future price or value of acceptance any of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax ActShares; (r) the Purchased Units Subscriber understands and agrees that none of the Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities 1933 Act”), or under any state securities or “blue sky” laws and of any state of the Purchased Units United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to a U.S. person Persons except in compliance accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of an exemption from registration under the U.S. Securities 1933 Act and any in each case only in accordance with applicable state state, provincial and foreign securities laws; (s) if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, stock exchange or other regulatory authority, the Subscriber (will execute, deliver, file and any Disclosed Principal) is not a “U.S. Person” (as that term is defined otherwise assist the Issuer in Regulation S promulgated under filing, such reports, undertakings and other documents with respect to the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws issue of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United StatesShares; (t) the Subscriber understands that, if required by applicable securities laws a report and agrees that offers and sales of any of the sale Securities prior to the expiration of the Units will period specified in Regulation S (such period hereinafter referred to as the “Distribution Compliance Period”) shall only be filed made in compliance with the appropriate securities regulatory authority. The Subscriber hereby acknowledges that safe harbor provisions set forth in Regulation S, pursuant to such a report, the Partnership may be obligated to disclose, among other things, the identity registration provisions of the Subscriber 1933 Act or an exemption therefrom, and that all offers and sales after the particulars Distribution Compliance Period shall be made only in compliance with the registration provisions of the Subscriber’s holdings 1933 Act or an exemption therefrom and in the Partnership. The Subscriber hereby consents to such disclosure each case only in accordance with applicable state and the disclosure described in Section 11 hereofprovincial securities laws; (u) the funds representing Subscriber acknowledges that it has not acquired the aggregate Subscription Price advanced by the Subscriber are Shares as a result of, and will not proceeds of crime itself engage in, any “directed selling efforts” (as defined in Regulation S under the Proceeds 0000 Xxx) in the United States in respect of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None any of the subscription funds Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to be provided by have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Subscriber (i) have been may sell or will be derived from or related otherwise dispose of any of the Shares pursuant to registration of any activity that is deemed criminal under of the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified Shares pursuant to the Subscriber1933 Act and any applicable securities laws or under an exemption from such registration requirements and as otherwise provided herein; (v) by completing the Canadian Questionnaire, the Subscriber is not a person or entity identified in representing and warranting that the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic Subscriber satisfies one of the Congo Regulations categories of registration and prospectus exemptions provided in National Instrument 45-106 – Prospectus and Registration Exemptions (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe RegulationsNI 45-106”) or adopted by the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”);Canadian Securities Administrators; and (w) the Subscriber acknowledges and agrees that the Partnership may in the future be required by law to disclose Issuer shall not consider the Subscriber’s name Subscription for acceptance unless the undersigned provides to the Issuer, along with an executed copy of this Agreement: (i) fully completed and executed Questionnaires in the form attached hereto as Exhibit A and, if applicable, Exhibit B, and (ii) such other information relating supporting documentation that the Issuer or its legal counsel may request to this Subscription Agreement and establish the Subscriber’s subscription hereunder, on qualification as a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRSqualified investor. 6.2 In this Agreement, the Côte d’Ivoire Regulations, term “U.S. Person” shall have the Congo Regulations, meaning ascribed thereto in Regulation S promulgated under the Liberia Regulations, 1933 Act and for the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that any purpose of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available Agreement includes any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersignedUnited States.

Representations, Warranties and Covenants of the Subscriber. The Subscriber In order to in- duce Company to accept this subscription and to issue the Units to the Subscriber, the Sub- xxxxxxx hereby representsrepresents and warrants to, warrants, acknowledges and covenants to the General Partner and to the Partnership (which representationsagrees with, warranties, acknowledgements and covenants shall survive closing and continue in full force and effect) thatCompany as fol- lows: (a) The Subscriber has received and carefully reviewed the the Operating Agreement and Confidential Risks Disclosure, and has relied only on the information con- tained therein. The Subscriber acknowledges that all documents, records and books of Company requested by the Subscriber understands that an investment in Units is not without risk have been made available for inspection by it and its purchaser representatives, attorneys, financial advisors and accountants. The Subscriber and its advisors had a reasonable opportunity to ask questions of and receive answers from the officers of Company concerning Company and the Subscriber terms and any Disclosed Principal may lose hisconditions of the offering of the Units, her and to obtain additional information, to the extent possessed or its entire investment;obtainable with- out unreasonable effort or expense by the Manager of Company, necessary to verify the ac- curacy of the information in these offering materials and other information provided by Company. All such questions have been answered to the full satisfaction of the Subscriber. (b) The Subscriber (i) has adequate means of providing for its current liabilities and possible contingencies, (ii) has no need for liquidity in connection with a pur- chase of the Subscriber hasUnits, or has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership and (iii) is able to bear the economic risk risks associated with a purchase of the Units for an indefinite period, and has the capacity to protect its own interests in connection with a purchase of the Units, and (iv) can afford the complete loss of such investment;its Purchase Price for the Units. (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the The Subscriber is acting as agent for a Disclosed Principallegally competent, such Disclosed Principal) was offered the Purchased Units in, 18 years or older and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof; (h) the Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forth; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute acquire and hold its interest in the Company’s Securities and to exe- cute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith;document. (od) The Subscriber is eligible to invest under Regulation CF rules as ei- ther a non-accredited investor or as an accredited investor as defined in Rule 501(a) by the Securities Exchange Commission. (e) The Subscriber recognizes that a purchase of the Units involves a high degree of risk, including without limitation those risks factors set forth in the Confi- dential Risks Disclosure. The Subscriber has read obtained, in the Offering Memorandum Subscriber’s judgment, suffi- cient information relating to Company and is aware its business to evaluate the merits and risks of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Agreement and applicable securities laws;this investment. (pf) the The Subscriber is not understands that (i) a “non-resident” of Canada for the purposes offering of the Income Tax Act (Canada) (Units has been registered or qualified under the “Tax Act”)Regulation CF SEC exemption, and the qualification provisions of its securities laws, which exemptions are based upon the limited nature of the offering or the eligibility or qualifications of the purchasers, (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held purchased by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide transferred by the General Partner with a declaration that it Subscriber only if the sale or transfer is not a “financial institution” as that term is defined in subsection 142.2(1) of registered un- der the Tax Act; (r) the Purchased Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration is available, (iii) Company is under no obligation to register any Units on the U.S. Securities Act Subscriber’s behalf or to assist the Subscriber in complying with any exemption from registration, and any applicable (iv) Company will rely upon the representations, war- ranties, covenants and agreements made by the Subscriber in this Subscription Agreement in order to establish the exemption from the registration provisions of Regulation CF and state securities laws;. (sg) The Units are being purchased solely for the Subscriber (Subscriber’s own ac- count and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States;any other person. (th) the The Subscriber understands that, if required by applicable securities laws a report of the sale realizes that it may not be able to sell or dispose of the Units as there will be filed with no public market for the appropriate securities regulatory authority. Units in the foreseeable future. (i) The Subscriber hereby acknowledges understands that pursuant all forecasts provided by, or on be- half of, Company are based on various estimates and assumptions of Company and are sub- ject to the limitations and qualifications set forth in such a reportmaterials and described in the Con- fidential Risks and Disclosures. (j) The foregoing representations, warranties, covenants and agreements and all other information which the Partnership may be obligated to disclose, among other things, the identity of Subscriber has provided concerning the Subscriber and the particulars Subscriber’s financial condition are true and accurate as of the Subscriber’s holdings date hereof. If there is any materially adverse change in such information, representations, warranties, covenants or agreements, or they are not true and accurate as of the Partnership. The date of issuance of the Units to Sub- xxxxxxx, the Subscriber hereby consents will give written notice of such fact to such disclosure Company, specifying which information, representations, warranties, covenants or agreements are changed and the disclosure described in Section 11 hereof;rea- sons therefor. (uk) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that it learned of this investment op- portunity without the foregoing representations use of general solicitation. (l) The Subscriber understands that neither the Securities and warranties are Exchange Commission nor any state securities commission or other state regulatory agency has made with any finding or determination relating to the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect fairness for public investment of the sale Units to be purchased by Subscriber and that no such commission or agency has recommended or en- dorsed or will recommend or endorse the purchase of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersigned.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents, warrants, acknowledges and covenants to the General Partner Manager and to the Partnership Fund (which representations, warranties, acknowledgements and covenants shall survive closing and continue in full force and effect) that: (a) the Subscriber understands that an investment in Units is not without risk and the Subscriber and any Disclosed Principal may lose his, her or its entire investment; (b) the Subscriber has, or has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership Fund and is able to bear the economic risk of loss of such investment; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 2 hereof; (h) the Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forth; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 2 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the PartnershipFund, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction;jurisdiction;‌ (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith; (o) the Subscriber has read the Offering Memorandum and is aware of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Trust Agreement and applicable securities laws; (p) the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner Manager prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner Manager with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; (s) the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States; (t) 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 Partnership Fund may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the PartnershipFund. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereof;9 hereof;‌‌ (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”);Regulations”);‌ (w) the Subscriber acknowledges that the Partnership Fund may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership Fund if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership Fund with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership Fund and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a PartnershipFund, it shall notify the General Partner Manager immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersigned.

Representations, Warranties and Covenants of the Subscriber. The By executing this Subscription Agreement, the Subscriber hereby (and, if applicable, the others for whom it is contracting hereunder) represents, warrants, acknowledges warrants and covenants to the General Partner Corporation (and to acknowledges that the Partnership (which representationsCorporation, warranties, acknowledgements and covenants shall survive closing and continue in full force and effectits counsel are relying thereon) that: (a) other than as provided in this Subscription Agreement, the Subscriber understands waives any right that an investment in Units is not without risk it may have to any potential incentive grants, credits and similar or like payments or benefits which accrue as a result of the Subscriber operations relating to CEE and any Disclosed Principal may lose hisacknowledges that all such grants, her credits, payments or its entire investmentbenefits accrue to the benefit of the Corporation; (b) the Subscriber has, or has consulted does not and will not have prior to the Termination Date a Prescribed Relationship with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership and is able to bear the economic risk of loss of such investmentCorporation; (c) the Subscriber understands using borrowed money has not entered into and will not enter into any agreement or arrangement with any person or partnership which will cause the Flow-Through Shares to finance become “prescribed shares” within the purchase meaning of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value section 6202.1 of the securities purchased declinesTax Regulations; (d) the Subscriber (and is not a non-resident of Canada for the purposes of the Tax Act, or, if the Subscriber is acting as agent a partnership, it is a “Canadian partnership” for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance purposes of the Purchased Units to the SubscriberTax Act; (e) if the Subscriber Subscriber, or any Beneficial Purchaser, is eligible acquiring Flow-Through Shares with the intention of (i) donating all or a portion of the Flow-Through Shares to purchase a “qualified donee”, as defined in the Purchased Units pursuant Tax Act, as part of a charitable donation arrangement promoted by a third party; (ii) immediately selling all or a portion of the Flow-Through Shares to an exemption from a third party; or (iii) any combination of (i) and (ii) above (each a “Follow-On Transaction”), the prospectus Subscriber, and registration requirements any Beneficial Purchaser, acknowledges and confirms that, notwithstanding any provision of applicable securities legislationthis Subscription Agreement, rulesit is not relying on the Corporation, regulations or their its counsel regarding any representations and policies;warranties in respect of the tax consequences or potential tax benefits of participating in the Follow-On Transaction, including any risk that the Follow-On Transaction may cause the Flow-Through Shares to be “prescribed shares” within the meaning of the term as defined in section 6202.1 of the Tax Regulations; and (f) if there will be tax consequences to the Subscriber upon disposition of the Flow-Through Shares; such tax consequences may be material to the Subscriber; it is the sole responsibility of the Subscriber to determine and assess such tax consequences as may apply to the Subscriber’s particular circumstances; and the Corporation gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under Canadian federal or provincial or other tax laws of the Subscriber’s disposition of the Flow-Through Shares. In connection with the purchase of Flow-Through Shares of the Corporation (or a Disclosed Principalthe “Securities”) is resident in any province or territory of Canadaby the undersigned subscriber or, if applicable, the disclosed principal on whose behalf the undersigned is purchasing as agent (the “Subscriber” for the purposes of this Schedule B), the Subscriber hereby represents, warrants, covenants and certifies to the Corporation that: 1. The Subscriber is either purchasing the Securities as principal for the Subscriber’s own account or is deemed under National Instrument 45-106 Prospectus Exemptions of the Canadian Securities Administrators (“NI 45-106”) to be purchasing the Securities as principal; 2. The Subscriber is an “accredited investor” within the meaning of NI 45-106 by virtue of satisfying the indicated criterion as set out in Appendix I to this Representation Letter (YOU MUST ALSO INITIAL THE APPROPRIATE LINE IN APPENDIX I TO THIS REPRESENTATION LETTER AND, IF APPLICABLE, COMPLETE EACH QUESTION WHICH FOLLOWS THAT PARTICULAR PORTION OF THE DEFINITION). If the Subscriber is an individual relying on paragraph (j), (k) or (l) of the “accredited investor” definition in Appendix I to this Representation Letter, please duly complete and sign two copies of Form 45-106F9 – Form for Individual Accredited Investors in the form attached hereto as Appendix II to this Representation Letter. 3. The above representations, warranties and covenants will be true and correct both as of the execution of this Representation Letter and as of the issue date and acknowledges that they will survive the completion of the issue of the Securities; and 4. The undersigned acknowledges that the foregoing representations, warranties and covenants are made by the undersigned with the intent that they be relied upon in determining the suitability of the Subscriber as a purchaser of the Securities and that this Representation Letter is incorporated into and forms part of the Subscription Agreement and the undersigned undertakes to immediately notify the Corporation of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the closing time of the purchase and sale of the Securities. Dated: ______________________, 2023. Print name of Subscriber By: Signature Title (please print name of individual whose signature appears above, if different from the name of the Subscriber printed above) Accredited Investor – (as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) includes: _______ (a)a Canadian financial institution, or a Schedule III bank, _______ (b)the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada), _______ (c)a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary, _______ (d)a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, Jurisdiction(s) registered: ________________ Categories of registration:________________ _______ (e)an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d), Name of person with whom Subscriber is or was not created registered: _____________________________ Jurisdiction(s) registered: ________________ Categories of registration:________________ _______ (f)the Government of Canada or used solely a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada, _______ (g)a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montreal or an intermunicipal management board in Québec, _______ (h)any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government, _______ (i)a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada, Jurisdiction(s) registered: ________________ Registration number(s):________________ _______ (j)an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000, [If this is your applicable category, you must also complete Form 45-106F9 attached as Appendix II to purchase this Schedule B] _______ (j.1)an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000, _______ (k)an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or hold whose net income before taxes combined with that of a spouse exceeded $300 000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year, [If this is your applicable category, you must also complete Form 45-106F9 attached as Appendix II to this Schedule B] _______ (l)an individual who, either alone or with a spouse, has net assets of at least $5,000,000, [If this is your applicable category, you must also complete Form 45-106F9 attached as Appendix II to this Schedule B] _______ (m)a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements, Type of entity: ______________ Jurisdiction and date of formation: ___________________ _______ (n)an investment fund that distributes or has distributed its securities as only to: (i)a person that is or was an accredited investor as at the time of the distribution, (ii)a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment], or 2.19 [Additional investment in investment funds], or (iii)a person described in paragraph (mi) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof; (h) the Subscriber or (if applicableii) others that acquires or acquired securities under section 2.18 [Investment fund reinvestment], _______ (o)an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for whom it is contracting hereunderwhich the regulator or, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forth; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principalQuébec, the Subscriber fully manages the accounts of such principal maintained with the Subscribersecurities regulatory authority, is duly has issued a receipt, _______ (p)a trust company or trust corporation registered or authorized to execute carry on business under the Trust and deliver this Subscription Agreement and all other necessary documentation Loan Companies Act (Canada) or under comparable legislation in connection with such subscription a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of such principala fully managed account managed by the trust company or trust corporation, to agree to as the terms and conditions herein and therein set out and to make such representationscase may be, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or Jurisdiction(s) registered: ________________ Registration number(s):________________ _______ (q)a person acting on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations equivalent under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect securities legislation of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith; (o) the Subscriber has read the Offering Memorandum and is aware of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Agreement and applicable securities laws; (p) the Subscriber is not (i) a “non-resident” jurisdiction of Canada for the purposes or a foreign jurisdiction, Jurisdiction(s) registered or authorized: ________________________________________ Categories of registration: ___________________________________________________ _______ (r)a registered charity under the Income Tax Act (Canada) (the “Tax Act”)that, (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice regard to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not trade, has obtained advice from an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units have not been and will not be eligibility adviser or an adviser registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; (s) the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws legislation of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States; (t) the Subscriber understands that, if required by applicable securities laws a report jurisdiction of the sale registered charity to give advice on the securities being traded, Registration number(s) assigned to purchaser: ________________________________________ Name of eligibility advisor or registered advisor: __________________________________ Jurisdiction(s) registered: ________________ Categories of registration:_______________ _______ (s)an entity organized in a foreign jurisdiction that is analogous to any of the Units will be filed with the appropriate securities regulatory authority. The Subscriber hereby acknowledges that pursuant entities referred to such a report, the Partnership may be obligated in paragraphs (a) to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereof; (ud) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber paragraph (i) have been or will be derived from or related to any activity that is deemed criminal under the laws in form and function, Jurisdiction organized: ___________________Type of Canada or any other applicable jurisdiction, or entity: _______________________ _______ (ii) are being tendered on behalf t)a person in respect of a person or entity who has not been identified to the Subscriber; (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic which all of the Congo Regulations (owners of interests, direct, indirect or beneficial, except the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be voting securities required by law to disclose the Subscriber’s name be owned by directors, are persons that are accredited investors [If this is your applicable category, each owner of interest must individually complete and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant submit to the PCMLTFACorporation its own copy of this Certificate of Accredited Investor], Criminal Code _______ (Canada)u)an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, RIUNRSTName of advisor: _____________________ Jurisdiction(s) registered: ________________ Categories of registration:______________ Basis of exemption: _____________________ _______ (v)a person that is recognized or designated by the securities regulatory authority as an accredited investor, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, Jurisdiction(s) recognized or designated: ________________________________________ _______ (w)a trust established by an accredited investor for the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that any benefit of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs accredited investor’s family members of which a majority of the Partnership trustees are accredited investors and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes all of the Tax Actbeneficiaries are the accredited investor’s spouse, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect former spouse of the sale accredited investor or a parent, grandparent, brother, sister, child or grandchild of the Purchased Unitsthat accredited investor, if applicableof that accredited investor’s spouse or of that accredited investor’s former spouse. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties Name(s) of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result settlor: ___________________________________________________________ Name(s) of any misrepresentation trustees: ___________________________________________________________ Categories of the undersigned.accredited investor: _______________________________________________ Categories of beneficiaries: ___________________________________________________

Representations, Warranties and Covenants of the Subscriber. The In order to induce Company to accept this subscription and to issue the Units to the Subscriber, the Subscriber hereby representsrepresents and warrants to, warrants, acknowledges and covenants to the General Partner and to the Partnership (which representationsagrees with, warranties, acknowledgements and covenants shall survive closing and continue in full force and effect) thatCompany as follows: (a) The Subscriber has received and carefully reviewed the the Operat- ing Agreement and Confidential Risks Disclosure, and has relied only on the information contained therein. The Subscriber acknowledges that all documents, records and books of Company requested by the Subscriber understands that an investment in Units is not without risk have been made available for inspection by it and its purchaser representatives, attorneys, financial advisors and accountants. The Sub- xxxxxxx and its advisors had a reasonable opportunity to ask questions of and receive an- swers from the officers of Company concerning Company and the Subscriber terms and any Disclosed Principal may lose hisconditions of the offering of the Units, her and to obtain additional information, to the extent possessed or its entire investment;obtainable without unreasonable effort or expense by the Manager of Company, neces- sary to verify the accuracy of the information in these offering materials and other infor- mation provided by Company. All such questions have been answered to the full satisfac- tion of the Subscriber. (b) The Subscriber (i) has adequate means of providing for its current liabilities and possible contingencies, (ii) has no need for liquidity in connection with a purchase of the Subscriber hasUnits, or has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership and (iii) is able to bear the economic risk risks associated with a purchase of the Units for an indefinite period, and has the capacity to protect its own interests in connection with a purchase of the Units, and (iv) can afford the complete loss of such investment;its Pur- chase Price for the Units. (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the The Subscriber is acting as agent for a Disclosed Principallegally competent, such Disclosed Principal) was offered the Purchased Units in, 18 years or older and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof; (h) the Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forth; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to acquire and hold its interest in the Company’s Securities and to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith;document. (od) The Subscriber is eligible to invest under Regulation CF rules as either a non-accredited investor or as an accredited investor as defined in Rule 501(a) by the Securities Exchange Commission. (e) The Subscriber recognizes that a purchase of the Units involves a high degree of risk, including without limitation those risks factors set forth in the Confi- dential Risks Disclosure. The Subscriber has read obtained, in the Offering Memorandum Subscriber’s judgment, suf- ficient information relating to Company and is aware its business to evaluate the merits and risks of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Agreement and applicable securities laws;this investment. (pf) the The Subscriber is not understands that (i) a “non-resident” of Canada for the purposes offering of the Income Tax Act (Canada) (Units has been registered or qualified under the “Tax Act”)Regulation CF SEC exemption, and the qualifica- tion provisions of its securities laws, which exemptions are based upon the limited nature of the offering or the eligibility or qualifications of the purchasers, (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held pur- chased by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide transferred by the General Partner with a declaration that it Subscriber only if the sale or transfer is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration is available, (iii) Company is under no obligation to register any Units on the U.S. Securities Act Subscriber’s behalf or to assist the Sub- xxxxxxx in complying with any exemption from registration, and any applicable (iv) Company will rely upon the representations, warranties, covenants and agreements made by the Subscriber in this Subscription Agreement in order to establish the exemption from the registration provisions of Regulation CF and state securities laws;. (sg) The Units are being purchased solely for the Subscriber (Subscriber’s own ac- count and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States;any other person. (th) the The Subscriber understands that, if required by applicable securities laws a report of the sale realizes that it may not be able to sell or dispose of the Units as there will be filed with no public market for the appropriate securities regulatory authority. The Subscriber hereby acknowledges that pursuant to such a report, the Partnership may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings Units in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereof;foreseeable future. (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity The Subscriber understands that is deemed criminal under the laws of Canada or any other applicable jurisdictionall forecasts provided by, or (ii) are being tendered on behalf of, Company are based on various estimates and assumptions of a person or entity who has not been identified Company and are subject to the Subscriber;limitations and qualifications set forth in such materials and described in the Confidential Risks and Disclosures. (vj) The foregoing representations, warranties, covenants and agree- ments and all other information which the Subscriber is not a person or entity identified in has provided concerning the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement Sub- xxxxxxx and the Subscriber’s subscription hereunderfinancial condition are true and accurate as of the date here- of. If there is any materially adverse change in such information, on a confidential basisrepresentations, pursuant war- ranties, covenants or agreements, or they are not true and accurate as of the date of is- suance of the Units to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRSSubscriber, the Côte d’Ivoire RegulationsSubscriber will give written notice of such fact to Company, specifying which information, representations, warranties, covenants or agreements are changed and the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewith;reasons therefor. (xk) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that it learned of this investment op- portunity without the foregoing representations use of general solicitation. (l) The Subscriber understands that neither the Securities and warranties are Ex- change Commission nor any state securities commission or other state regulatory agency has made with any finding or determination relating to the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect fairness for public investment of the sale Units to be purchased by Subscriber and that no such commission or agency has recom- mended or endorsed or will recommend or endorse the purchase of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersigned.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby representsrepresents and warrants to, warrants, acknowledges and agrees and covenants to with, the General Partner and to the Partnership (which representations, warranties, acknowledgements and covenants shall survive closing and continue in full force and effect) thatCompany as follows: 2.1. The Subscriber recognizes that the purchase of the Securities involves a high degree of risk, including without limitation, because: (ai) the Subscriber understands that an investment in Units is not without risk and the Subscriber and any Disclosed Principal may lose his, her or its entire investment; (b) the Subscriber has, or has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Securities; (ii) the Subscriber may never be able to liquidate his investment; (iii) transferability of the Securities is extremely limited; and (iv) the Company may be subject to additional risks, as more fully set forth herein and in the Memorandum, that could reduce or eliminate the value of any investment in the Company. 2.2. The Subscriber acknowledges that the Securities are not registered under the Securities Act or any state securities laws. The Subscriber understands that the offering and sale of the Securities is intended to be exempt from registration under the Securities Act, by virtue of the provisions of Regulation D promulgated thereunder, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement and the information contained in the Accredited Investor Verification Letter provided to the Company by Subscriber’s attorney, CPA, broker-dealer, or registered investment advisor. 2.3. The Subscriber represents and warrants that the Subscriber is able to bear the economic risk of loss an investment in the Securities and acknowledges the inherent fluctuating market and economic risks of the business of the Company. The Subscriber further represents and warrants that the information furnished by the Subscriber to Subscriber’s attorney, CPA, broker-dealer, or registered investment advisor for the purposes of such investment;person’s verification of Subscriber’s status as an Accredited Investor for the Accredited Investor Verification Letter is accurate and complete in all material respects. (c) 2.4. The Subscriber acknowledges that the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase has prior investment experience, including investment in non-listed and non-registered securities, your responsibility and that the Subscriber recognizes the highly speculative nature of this investment. The Subscriber acknowledges that it is able to repay bear the loan financial risks associated with an investment in the Securities and pay interest as required by its has sufficient knowledge and experience in investing in companies similar to the Company in terms remains the same even if the value of the securities purchased declines;Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company. The subscriber further acknowledges that as a sophisticated, experienced investor, Subscriber has not utilized the services of a “Purchaser Representative” as defines in Regulation D of the Act. 2.5. The Subscriber acknowledges receipt and careful review of the Memorandum and all exhibits thereto (d) collectively, the “Offering Documents”), and understands fully to Subscribers full satisfaction all information included in the Offering Documents and further understands that these materials, and the facts concerning the Company and the Securities reasonably understood to underlie these materials, may change or may have changed after the date of such materials and the date of this Subscription Agreement, and that the Company is under no obligation to, and shall not, update any such materials for the Subscriber (to reflect any changes. 2.6. The Subscriber represents and if warrants that Subscriber has been furnished, by the Company, during the course of this transaction, with all information regarding the Company which the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units inhas requested or desires to know, and is resident in, that the jurisdiction set out in Subscriber has been afforded the Investor Certificate attached opportunity to this Subscription Agreement ask questions of and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance receive answers from duly authorized officers or other representatives of the Purchased Units Company concerning the Company and Securities or Subscriber has waived the opportunity to do so. 2.7. The Subscriber represents that the Securities are being purchased for the Subscriber; (e) ’s own account, for investment and not for distribution or resale to others. The Subscriber agrees that the Subscriber is eligible to purchase will not sell or otherwise transfer the Purchased Units pursuant to Securities unless they are registered under the Securities Act and all applicable state securities laws or unless an exemption from such registration is available. The Subscriber does not have a present intention to sell the prospectus and registration requirements Securities, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of applicable securities legislationthe Securities to or through any person or entity; provided, ruleshowever, regulations and policies; (f) if that by making the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canadarepresentations herein, the Subscriber does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with federal and state securities laws applicable to such disposition. 2.8. The Subscriber agrees and consents that the Company may, if it desires, permit the transfer of Securities by the Subscriber only when the Subscriber’s request for transfer is accompanied by an opinion reasonably acceptable to the Company of legal counsel experienced in the U.S. securities laws and reasonably acceptable to the Company that the proposed transfer will not result in a violation of the Securities Act or any applicable state securities laws (collectively “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106Securities Laws”). 2.9. The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities, was stating that they have not created been registered under the Securities Act and setting forth or used solely referring to purchase the restrictions on transferability thereof. 2.10. The Subscriber acknowledges that this offering of Securities may involve tax consequences and that the contents of the Offering Documents do not contain tax advice or hold securities as information. The Subscriber represents and acknowledges that Subscriber is not relying on the Company or any of its employees or agents with respect to the legal, tax, economic and related considerations of an investment in the Securities and Subscriber has relied on the advice of, or has consulted with, Subscriber’s own professional advisors to evaluate the tax and other consequences of an investment in the Securities. 2.11. The Subscriber represents that Subscriber is an accredited investor as described defined in paragraph (mRule 501(a) of Regulation D under the definition of “accredited investor” in NI 45-106 Securities Act, and has property completed Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof; (h) the Subscriber or (if applicable) others for whom it is contracting hereundermakes this representation and warranty after having reviewed such definition, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies set forth in Annex A to permit the purchase of the Purchased Units on the terms herein set forth;this Subscription Agreement. 2.12. The Subscriber represents that Subscriber either: (i) in is not required to be registered as a broker-dealer under Section 15 of the case Securities Exchange Act of 1934; or (ii) is a Registered Representative of a subscription by FINRA member firm. If the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, is a portfolio manager or comparable adviser) for Registered Representative of a Disclosed Principal or an undisclosed principalFINRA member firm, the Subscriber fully manages must give such firm the accounts notice required by the FINRA Rules of Fair Practice, receipt of which must be acknowledged by such principal maintained with firm on the Subscriber, is duly authorized to execute signature page hereof. 2.13. The Subscriber further makes the representations and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree warranties to the terms Company set forth in the Investor Qualification Questionnaire. 2.14. If the undersigned Subscriber is a partnership, corporation, trust or other entity, such partnership, corporation, trust or other entity represents and conditions herein warrants that: (i) it was not formed for the purpose of investing in the Company; (ii) it is authorized, has the power to and therein set out is otherwise duly qualified to purchase and to make such representations, warranties, acknowledgements hold the Securities; and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and (iii) this Subscription Agreement has been duly and validly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid binding and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by enforceable obligation of the undersigned. 2.15. The Subscriber: (i) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreementsrelated agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a natural person, instruments has reached the age of 21; (iii) if a corporation, partnership, trust or other entity, is duly organized, validly existing and other documents in good standing under the laws of the jurisdiction of its organization, and the consummation of the transactions contemplated hereby will not result in a violation of law or thereby its charter or other organizational documents; and to take all other actions required by (iv) if executing this Subscription Agreement in a representative or fiduciary capacity, represents and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith; (o) the Subscriber has read the Offering Memorandum and is aware of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Agreement and applicable securities laws; (p) the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and warrants that he, she or it has full power and authority to execute and deliver this Subscription Agreement in such capacity and on behalf of the subscribing individual, wxxx or corporation, partnership, trust or other entity for whom the Subscriber is executing this Subscription Agreement, that such individual, wxxx, corporation, partnership, trust or other entity has full right and power to perform pursuant to this Subscription Agreement and make an investment in the Company and that this Subscription Agreement constitutes a legal, valid and binding obligation of such individual, wxxx, corporation, partnership, trust or other entity. 2.16. The execution and delivery of this Subscription Agreement will maintain not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Subscriber is a party or by which it is bound. 2.17. The Subscriber hereby authorizes and directs the Company to deliver certificates representing the Securities to be issued to such status during such time as Units are held Subscriber pursuant to this Subscription Agreement either to the residential or business address provided by him or her;the Subscriber to the Company. (q) 2.18. The Subscriber hereby authorizes and directs the Company to return any funds for unaccepted subscriptions to the same account from which the funds were drawn. 2.19. If the Subscriber is not a “financial institution” United States person, such Subscriber hereby represents that it has satisfied itself as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date full observance of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; (s) the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units all applicable jurisdictions in connection with any invitation or offer to subscribe for the account of or benefit of a U.S. Person or a person in the United States; (t) the Subscriber understands thatSecurities and any and all other transactions contemplated under this Subscription Agreement, 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 Partnership may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereof; (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber including: (i) have been or will be derived from or related to any activity that is deemed criminal under the laws legal requirements within all applicable jurisdictions for the purchase of Canada or any other applicable jurisdiction, or the Securities; (ii) are being tendered on behalf of a person any foreign exchange restrictions applicable to such purchase; (iii) any governmental or entity who has not been identified other consents required to be obtained; and (iv) the income tax and other tax consequences, if any, that may be relevant to the Subscriber; (v) the Subscriber is not a person purchase, holding, redemption, sale or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic transfer of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Securities. Such Subscriber’s name subscription and other information relating to this Subscription Agreement payment for, and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRScontinued beneficial ownership of, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that Securities will not violate any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case laws or other laws of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersignedall applicable jurisdictions.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents, warrants, acknowledges warrants and covenants to the General Partner Corporation as of the date hereof and as of the date of delivery of any of the Shares, and acknowledges that the Corporation and its counsel are relying on such representations, warranties and covenants in connection with the transactions contemplated herein, as follows: 5.1 The Subscriber is a corporation duly organized and validly existing under the laws of California and is in good standing under such laws. 5.2 The Subscriber has taken all legal action necessary for the due authorization, execution and delivery by the Subscriber of this Agreement, to subscribe for and purchase the Shares and to carry out and perform its obligations under the Partnership (which representations, warranties, acknowledgements terms of this Agreement. This Agreement has been duly and covenants shall survive closing and continue in full force and effect) that: (a) the Subscriber understands that an investment in Units is not without risk and validly executed by the Subscriber and any Disclosed Principal may lose his, her or its entire investment; (b) constitutes a valid and legally binding obligation of the Subscriber has, or enforceable against it in accordance with its terms. 5.3 The Subscriber confirms that the Subscriber: 5.3.1 has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an its investment in the Partnership Shares; 5.3.2 is capable of assessing the proposed investment in the Shares as a result of the Subscriber’s own experience; 5.3.3 is aware of the characteristics of the Shares and the risks relating to an investment therein; and 5.3.4 is able to bear the economic risk of loss of such investment;its investment in the Shares. (c) 5.4 The Subscriber understands that no securities commission, stock exchange, governmental agency, regulatory body or similar authority has made any finding or determination or expressed any opinion with respect to the merits of investing in the Shares. 5.5 The Subscriber confirms that it has been advised to consult its own legal and financial advisors with respect to the suitability of the Shares as an investment for the Subscriber understands using borrowed money and the resale restrictions to finance which the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of Shares are subject under applicable securities legislation, rules, regulations and policies;has not relied upon any statements made by or purporting to have been made on behalf of the Corporation in deciding to subscribe for the Shares hereunder. (f) if 5.6 The Subscriber satisfies the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, following: 5.6.1 the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof; (h) the Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forth; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith; (o) the Subscriber has read the Offering Memorandum and is aware of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Agreement and applicable securities laws; (p) the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) Rule 501 of Regulation D under the Tax Securities Act unless such investor has provided written notice to of 1933, as amended (the contrary to “Securities Act”); and 5.6.2 the General Partner prior to Subscriber is aware that the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (and that the “U.S. Securities Act”), or any state securities laws and the Purchased Units Shares may not be offered or sold in without registration under the United States Securities Act or to a U.S. person except in compliance with the requirements of an exemption from registration under registration. 5.7 The Subscriber understands that any certificates representing the U.S. Securities Act Shares will bear a legend indicating that the transfer of such securities is restricted. 5.8 The Subscriber is and any applicable state securities laws; (s) the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not will be acquiring the Purchased Units Shares for its own account, not as a nominee or agent, for investment and not with a view to the account resale or distribution of or benefit of a U.S. Person or a person in the United States; (t) 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 authorityany part thereof. The Subscriber hereby acknowledges that pursuant is not party to such a reportand has no contract, the Partnership may be obligated to discloseundertaking, among other thingsagreement, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereof; (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber (i) have been arrangement or will be derived from or related to understanding with any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; (v) the Subscriber is not sell, transfer or grant a participation to such person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit entity, with respect to any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if Shares. 5.9 In connection with any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions public offering in respect of the sale shares of capital of the Purchased UnitsCorporation, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless covenants to enter into a customary “lock-up” arrangement as the Partnership and underwriters may reasonably request in order to facilitate the General Partner for any loss or damage they may suffer as a result public offering of any misrepresentation of the undersignedthose shares.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents, warrants, acknowledges and covenants to the General Partner and to the Partnership (which representations, warranties, acknowledgements and covenants shall survive closing and continue in full force and effect) that: (a) the Subscriber understands that an investment in Units is not without risk and the Subscriber and any Disclosed Principal may lose his, her or its entire investment; (b) the Subscriber has, or has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership and is able to bear the economic risk of loss of such investment; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines;to (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”;A”;‌ (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof; (h) the Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forth; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith; (o) the Subscriber has read the Offering Memorandum and is aware of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Agreement and applicable securities laws; (p) the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act;Act;‌ (r) the Purchased Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; (s) the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States; (t) 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 Partnership may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereof; (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber;Subscriber;‌ (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Al-‌ Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; andand‌ (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersigned.

Representations, Warranties and Covenants of the Subscriber. The Each Subscriber hereby representsrepresents and warrants to the Company, warrants, acknowledges and covenants to for the General Partner benefit of the Company and to the Partnership (which representationseach other Subscriber, warranties, acknowledgements and covenants shall survive closing and continue in full force and effect) thatas follows: (a) The Subscriber is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Subscriber understands that an investment in Units is not without risk and Securities Act of 1933, as amended (the Subscriber and any Disclosed Principal may lose his, her or its entire investment"Securities Act"); (b) The Subscriber is acquiring the Subscriber has, or has consulted Notes for its own account and not with their registered dealer which has, such knowledge and experience a view to any distribution of the Notes in financial and business affairs as to be capable violation of evaluating the merits and risks of an investment in the Partnership and is able to bear the economic risk of loss of such investmentSecurities Act; (c) The Subscriber acknowledges that it has significant prior investment experience, including investment in non-listed and non-registered securities, and that the Subscriber recognizes the highly speculative nature of this investment. In particular, and without limitation, the Subscriber represents that it understands using borrowed money that the Company’s securities have suffered significant illiquidity and decline in stock price and that other restricted shareholders are eligible to finance the purchase of sell securities involves greater risk than a purchase using cash resources only. If you borrow money pursuant to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value Rule 144 of the Securities Act. In addition, the Subscriber represents that it understands the dilutive effect resulting from the issuance of these Notes as well as from the issuance of Common Stock to certain investors in a separate contemporaneous offering, and the resulting dilutive effect that will be caused as a result of the adjustment to the conversion price of existing similar notes issued to the Subscriber and/or other investors in January 2008. The Subscriber represents that it has been furnished with, and has reviewed, all of the Company’s securities purchased declinesfilings and all documents and other information regarding the Company that the Subscriber had requested or desired to know and all other documents which could be reasonably provided have been made available for the Subscriber’s inspection and review; (d) The Subscriber acknowledges that the Securities have not been passed upon or reviewed by the Securities and Exchange Commission. The Subscriber (agrees that it will not sell, transfer or otherwise dispose of any of the Shares until they are registered under the Securities Act, or unless an exemption from such registration is available and if the Subscriber is acting as agent for that a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out legend substantially in the Investor Certificate attached form as provided in Section 4 below will be placed on the certificate(s) representing the shares to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscribersuch effect; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or This Agreement constitutes a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof; (h) the Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forth; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by obligation of the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, enforceable against the Subscriber in accordance with its terms, subject to: a) any applicable bankruptcy, insolvency to limitations on enforcement by general principles of equity and bankruptcy or other laws affecting the enforcement of creditors’ ' rights generally; (f) Subscriber is not acquiring the Securities as part of a group, as such term is defined in Section 13 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and is not acting in concert with any person acting in such manner. Subscriber makes its own voting and dispositive decisions and has not agreed to grant any proxy or enter into any form of voting trust, agreement or similar arrangement with respect to the Shares other than as set forth in the Waiver of even date herewith; and b(g) general principles of equityThis Agreement has been duly authorized, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority validly executed and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action delivered on the part behalf of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all the other agreements, instruments agreements and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement perform his obligations hereunder and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith;thereunder. (oh) the Subscriber has read the Offering Memorandum understands and is aware acknowledges that certain existing holders of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Agreement and applicable securities laws; (p) the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) notes (the “Tax ActExisting Notes”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units have not been and will not be registered under the United States Securities Act of 1933, as amended Warrants (the “U.S. Securities ActWarrants”), or any state securities laws ) issued in January of 2008 to Subscriber and certain other investors and the Purchased Units may not be offered or sold placement agent in such transaction (the United States or “Note Holders”) have certain full ratchet and other anti dilutions protections attached to a U.S. person except their Existing Notes and Warrants, and that the Company has obtained waivers from the Note Holders which generally provide, in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; relevant part, that (sA) the Subscriber Note Holders waive their anti dilution rights in connection with a contemporaneous common stock offering by the Company and (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States; (tB) 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 Partnership may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereof; conversion price (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds Notes) of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds such Existing Notes be reduced to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under $0.20 if such Note Holder makes an additional investment in the laws Company in the form of Canada or any other applicable jurisdiction, a convertible note or (ii) are being tendered on behalf $0.25 per share if such Note Holder does not make such an additional investment. Subscriber further understands and acknowledges that notwithstanding the terms of a person or entity who has not been identified to the Subscriber; (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”)such waiver, the United Nations Al- Qaida and Taliban Regulations (Company has subsequently agreed to reduce the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges conversion price for those Note Holders that the Partnership may in the future be required by law do not make such an additional investment to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersigned$0.25.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby representsrepresents and warrants to, warrants, acknowledges and covenants to with the General Partner and to the Partnership (which representations, warranties, acknowledgements and covenants shall survive closing and continue in full force and effect) Corporation that: (a) The Subscriber is resident in the Subscriber understands that an investment in Units is not without risk and the Subscriber and any Disclosed Principal may lose his, her or its entire investmentjurisdiction set out on page 1 of this Agreement; (b) Either: (i) The Subscriber is purchasing the Units as principal for its own account and not for the benefit of any other person, and not with a view to the resale or distribution of all or any of the Securities; or (ii) If the Subscriber hasis acting as agent or trustee for one or more beneficial purchasers, each beneficial purchaser is purchasing as principal for its own account for investment purposes only and not for the benefit of any other person, and not with a view to the resale or distribution of all or any of the Units, and each beneficial purchaser complies with the applicable clause of paragraph (c) below as is applicable to it by virtue of its jurisdiction of residence; (c) The Subscriber will only offer, sell or otherwise transfer the Securities pursuant to an effective registration statement under the U.S. Securities Act or pursuant to an exemption from the registration requirements imposed by the U.S. Securities Act and in compliance with state Applicable Securities Laws (and, in each case where there is no effective registration statement, only if an opinion of counsel of recognized standing reasonably satisfactory to the Corporation or other certifications reasonably satisfactory to the Corporation, have been provided to the Corporation to that effect); (d) The Subscriber acknowledges and agrees that the Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act and will remain “restricted (e) The Subscriber has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person, or anyone else, the Securities or any part thereof, or any interest therein, and has consulted no present plans to enter into any such contract, undertaking, agreement or arrangement; (f) The Subscriber is a U.S. Subscriber and: (i) The Subscriber is a U.S. Accredited Investor and has completed the U.S. Accredited Investor Certificate in the form attached hereto as Schedule “B”; (ii) The Subscriber acknowledges that it is acquiring the Securities as an investment for its own account or for the account of a U.S. Accredited investor for which it exercises sole investment discretion and not with their a view to any resale, distribution or other disposition of the Securities in violation of U.S. federal or state Applicable Securities Laws; (iii) The Subscriber acknowledges that it will be required to confirm its status as a U.S. Accredited Investor and make representations similar to those contained in this paragraph (f) at the time of exercise of any Warrants; (iv) The Subscriber understands and acknowledges that the Securities have not been registered dealer which hasunder the U.S. Securities Act or any state securities laws and that the sale of the Units contemplated hereby is being made to a limited number of U.S. Accredited Investors in transactions not requiring registration under the U.S. Securities Act; accordingly the Securities are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act; (v) The Subscriber acknowledges that the Corporation has not registered the offer and sale to the Subscriber of the Securities under the U.S. Securities Act and until a registration statement registering resales of the Unit Shares and Warrant Shares becomes effective, as contemplated by the registration rights granted by the Corporation pursuant to Schedule “D”, the Subscriber acknowledges that there are substantial restrictions on the transferability of, and that it may not readily be possible for the Subscriber to liquidate its investment in, the Unit Shares or the Warrant Shares; and (vi) The Subscriber acknowledges and confirms that the purchase of the Units has not been made through or as a result of any general solicitation or general advertising (as such knowledge terms are defined in Rule 502(c) of Regulation D); (g) The Subscriber has completed, executed and experience delivered to the Corporation the Investor Exemptions Certificate in financial the form attached hereto as Schedule “A”, together with all applicable exhibits thereto; (h) The Subscriber has not been created and business affairs as is not being used primarily to be permit the purchase of the Units without a prospectus in reliance on an exemption from the prospectus requirements of Applicable Securities Laws or other applicable Laws; (i) If the Subscriber is an individual, the Subscriber has attained the age of majority and is legally competent to execute this Agreement and to take all actions required pursuant hereto and if the Subscriber is not an individual, this Agreement has been authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of the undersigned and if the Subscriber is a corporation, it has been duly incorporated and validly exists under the Laws of its jurisdiction of incorporation or continuance and this Agreement has been duly authorized by all necessary corporate action and constitutes a legal and binding agreement of the corporation; (j) The Subscriber is capable of assessing and evaluating the risks and merits of this investment as a result of the Subscriber’s financial, investment or business experience or as a result of advice received from a registered person other than the Corporation or an Affiliate thereof, and risks of an investment in the Partnership and Subscriber is able to bear the economic risk of loss of such its investment; (ck) This Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber understands using borrowed money except that the enforceability of this Agreement may be subject to finance bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium and similar Laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and will not violate or conflict with the purchase terms of securities involves greater risk than any restriction, agreement or undertaking to which the Subscriber is a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declinesparty; (dl) No prospectus or offering memorandum within the meaning of Applicable Securities Laws has been delivered to or summarized for or seen by the Subscriber (in connection with the Offering and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principalnot aware of any prospectus or offering memorandum having been prepared by the Corporation; (m) was offered the Purchased Units inThe Subscriber has no intention to, and is resident inwill not, distribute (either directly or indirectly), any of the jurisdiction set out Securities in the Investor Certificate attached to this Subscription Agreement United States, except in compliance with the U.S. Securities Act and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance all applicable states of the Purchased Units to the SubscriberUnited States or if an exemption from such requirements is available; (en) The entering into of this Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any Law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which it is eligible to purchase or may be bound or the Purchased Units pursuant to an exemption from the prospectus and registration requirements termination of applicable securities legislation, rules, regulations and policiesany such agreement; (fo) if the The Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof; (h) the Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute and deliver within the approved time periods, all documentation as may be required by the Applicable Securities Laws or other applicable securities legislation, rules, regulations and policies Laws to permit the purchase and sale of the Purchased Units on the terms herein set forth; (ip) If required by Applicable Securities Laws or other applicable Laws the Subscriber will execute, deliver, file and otherwise assist the Corporation in filing such reports, undertakings and other documents with respect to the issuance of the Units as may be required; (q) In the case of a subscription the purchase of Units by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principalagent, the Subscriber fully manages the accounts has due and proper authority to act as trustee or agent for and on behalf of such principal maintained beneficial purchaser in connection with the Subscriber, transactions contemplated hereby. The Subscriber is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription purchase on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the a legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the Partnershipbeneficial purchaser, this Subscription Agreement (when executed by the undersigned) and the Partnership representations and warranties contained in this Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action are being made on the part of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect behalf of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith; (o) the Subscriber has read the Offering Memorandum and is aware of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Agreement and applicable securities laws; (p) the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Actbeneficial purchaser; (r) The Corporation has provided the Purchased Units have not been Subscriber with the opportunity to ask questions and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws seek answers concerning this Agreement and the Purchased Units may not be offered or sold Subscriber has had access to all information concerning the Corporation as it has considered necessary in connection with its decision to purchase the United States or Units. The Subscriber further represents and warrants that the Subscriber has received satisfactory information concerning the business and financial condition of the Corporation in response to a U.S. person except all inquiries in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities lawsrespect thereof; (s) The Corporation’s legal counsel is acting solely for the Corporation in connection with the Offering, the Subscriber (may not rely upon such counsel in any respect and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities ActSubscriber has been encouraged to and should obtain independent legal, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person income tax and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United Statesinvestment advice with respect to its subscription; (t) To 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 Partnership may be obligated to disclose, among other things, the identity of the Subscriber and the particulars best of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereof; (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None knowledge none of the subscription funds to be provided by the Subscriber Funds (i) have been or will be derived from or related to any activity that is deemed criminal under the laws Laws the United States of Canada America or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; (v) the . The Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall will promptly notify the Partnership Corporation if the Subscriber discovers that any of the foregoing such representations in paragraphs (u) or (v) ceases to be true, and to will provide the Partnership Corporation with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (yu) if The Subscriber has read and understands the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident contents of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases this Agreement and agrees to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersignedlegally bound hereby.

Representations, Warranties and Covenants of the Subscriber. 5.1 The Subscriber hereby represents, warrants, acknowledges represents and warrants to and covenants to with the General Partner Company, as of the date of this Agreement and to as of the Partnership Closing Date (which representations, warranties, acknowledgements warranties and covenants shall survive closing and continue in full force and effectthe Closing Date) that: (a) by completing the Subscriber understands that an investment in Units is not without risk and the Subscriber and any Disclosed Principal may lose his, her or its entire investment; (b) the Subscriber has, or has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership and is able to bear the economic risk of loss of such investment; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of CanadaQuestionnaire, the Subscriber is an “accredited investor” as defined representing and warranting that the Subscriber satisfies one of the categories of registration and prospectus exemptions provided in National Instrument 45-106 Prospectus and Registration Exemptions (“"NI 45-106”)") adopted by the Ontario Securities Commission (the "OSC") and: (i) is either purchasing the Units (A) as principal and not for the benefit of any other person, or is deemed under NI 45-106 to be purchasing the Units as principal, or (B) as agent for a beneficial purchaser disclosed in this Subscription Agreement, and is an agent or trustee with proper authority to execute all documents required in connection with the purchase of the Units on behalf of such disclosed beneficial purchaser and such disclosed beneficial purchaser for whom the Subscriber is contracting hereunder is purchasing as principal and not for the benefit of any other person, or is deemed under NI 45-106 to be purchasing the Units as principal, and such disclosed beneficial purchaser satisfies one of the categories of registration and prospectus exemptions provided in NI 45-106; (ii) if the Subscriber is, or the beneficial purchaser for whom the Subscriber is contracting hereunder is, as the case may be, a person, other than an individual or investment fund, that has net assets of at least CDN$5,000,000, the Subscriber was not not, or the beneficial purchaser for whom the Subscriber is contracting hereunder was not, as the case may be, created or used solely to purchase or hold securities as an accredited investor investor; and (iii) the Subscriber has concurrently executed and delivered a certificate in the form attached as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A” hereto. (b) the Subscriber is outside the United States when receiving and executing this Subscription Agreement; (c) the Subscriber is not a “U.S. Person”, as defined in Regulation S; (d) the Subscriber is not acquiring the Units for the account or benefit of, directly or indirectly, any U.S. Person, as defined in Regulation S; (e) the Subscriber is resident in the jurisdiction set out on Page 12 of this Subscription Agreement; (f) the Subscriber: (i) is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the acquisition of the Units, (ii) is purchasing the Units pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Units under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions, (iii) acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Units and Securities, and (iv) represents and warrants that the acquisition of the Units by the Subscriber does not trigger: A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or B. any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and the Subscriber will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably; (g) the Subscriber does is acquiring the Units as principal for investment only and not act jointly with a view to, or for, resale, distribution or fractionalization thereof, in whole or in concert with part, and, in particular, it has no intention to distribute either directly or indirectly any other Subscriber for Units for the purposes of the acquisition of Securities in the Purchased Units, except United States or to U.S. Persons (as disclosed on page 3 hereofdefined in Regulation S); (h) the Subscriber or acknowledges that it has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (if applicableas defined in Regulation S) others for whom it is contracting hereunder, including in the United States in respect of any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on Securities which would include any activities undertaken for the terms herein set forthpurpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority legal capacity and in every case is legally competent competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto; (l) hereto and, if the Subscriber is a corporation, partnershipit is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, trust, unincorporated association or other entity, the Subscriber has the legal capacity shareholders and competence others have been obtained to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the authorize execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part behalf of the Subscriber; (j) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (k) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (l) the Subscriber has received and carefully read this Subscription Agreement; (m) the Subscriber (i) has obtained independent legal adequate net worth and tax advice as to the Subscriber’s liabilities means of providing for its current financial needs and obligations under the Partnership Agreement and under possible personal contingencies, (ii) has no need for liquidity in this Subscription Agreementinvestment, and acknowledges that it has taken such steps as it considers necessary (iii) is able to ensure that it understands bear the meaning economic risks of an investment in the Units for an indefinite period of time, and effect can afford the complete loss of such representations, warranties and indemnitiesinvestment; (n) the Subscriber has full power the degree of knowledge, education and authority experience in financial and business matters as to execute enable the Subscriber to evaluate the merits and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement risks of the investment in the Units and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewithCompany; (o) the Subscriber has read understands and agrees that the Offering Memorandum Company and is aware others will rely upon the truth and accuracy of the characteristics of the Purchased Units acknowledgements, representations, warranties, covenants and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except agreements contained in accordance with the provisions of the Partnership this Subscription Agreement and applicable securities lawsthe Questionnaire, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Company; (p) the Subscriber is not (i) a “non-resident” of Canada for aware that an investment in the purposes Company is speculative and involves certain risks, including the possible loss of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or herinvestment; (q) the Subscriber is not an underwriter of, or dealer in, the Company's Securities, nor is the Subscriber participating, pursuant to a “financial institution” as that term is defined contractual agreement or otherwise, in subsection 142.2(1) the distribution of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Subscriber has made an independent examination and investigation of an investment in the Units have not been and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be registered under responsible in anyway whatsoever for the United States Securities Act of 1933, as amended (Subscriber's decision to invest in the “U.S. Securities Act”), or any state securities laws Units and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities lawsCompany; (s) if the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units as a fiduciary or agent for one or more investor accounts, the account Subscriber has sole investment discretion with respect to each such account, and the Subscriber has full power to make the foregoing acknowledgements, representations and agreements on behalf of or benefit of a U.S. Person or a person in the United Statessuch account; (t) the Subscriber understands that, if required by applicable securities laws a report is not aware of any advertisement of any of the sale of Securities and is not acquiring the Units will be filed with the appropriate securities regulatory authority. The Subscriber hereby acknowledges that pursuant to such as a reportresult of any form of general solicitation or general advertising including advertisements, the Partnership may be obligated to disclosearticles, among notices or other thingscommunications published in any newspaper, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereofmagazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (u) the funds representing the aggregate Subscription Price advanced by no person has made to the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber any written or oral representations: (i) have been that any person will resell or will be derived from or related to repurchase any activity that is deemed criminal under of the laws of Canada or any other applicable jurisdiction, or Securities, (ii) are being tendered on behalf that any person will refund the purchase price of a person or entity who has not been identified any of the Securities, (iii) as to the Subscriber;future price or value of any of the Securities, or (iv) that any of the Securities will be listed and posted for trading on any stock exchange or that application has been made to list and post any of the Securities of the Company on any stock exchange; and (v) the Subscriber is acknowledges and agrees that the Company shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Company, along with an executed copy of this Subscription Agreement: (i) a person or entity identified fully completed and executed Questionnaire in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”)form attached hereto as Schedule A, the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (yii) if such other supporting documentation that the Subscriber Company or any beneficial purchaser its legal counsel may request to establish the Subscriber's qualification as a qualified investor. 5.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes purpose of the Tax Act, or if Subscription Agreement includes any of such persons that is a partnership ceases to be a “Canadian partnership” as defined person in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersignedUnited States.

Representations, Warranties and Covenants of the Subscriber. The Each Subscriber hereby representsrepresents and warrants to the Company, warrants, acknowledges and covenants to for the General Partner benefit of the Company and to the Partnership (which representationseach other Subscriber, warranties, acknowledgements and covenants shall survive closing and continue in full force and effect) thatas follows: (a) The Subscriber is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Subscriber understands that an investment in Units is not without risk and Securities Act of 1933, as amended (the Subscriber and any Disclosed Principal may lose his, her or its entire investment"Securities Act"); (b) The Subscriber is acquiring the Subscriber has, or has consulted Notes and Class A Warrants for its own account and not with their registered dealer which has, such knowledge and experience a view to any distribution of any of the Securities in financial and business affairs as to be capable violation of evaluating the merits and risks of an investment in the Partnership and is able to bear the economic risk of loss of such investmentSecurities Act; (c) The Subscriber acknowledges that it has significant prior investment experience, including investment in non-listed and non-registered securities, and that the Subscriber recognizes the highly speculative nature of this investment. In particular, and without limitation, the Subscriber represents that it understands using borrowed money to finance that the purchase of Company’s securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan have suffered significant illiquidity and pay interest as required by that its terms remains the same even if the value current Common Stock price is not necessarily indicative of the Company’s value and that other restricted shareholders are eligible to sell securities purchased declinespursuant to Rule 144 of the Securities Act. The Subscriber represents that it has been furnished with, and has reviewed, all of the Company’s securities filings, its most recent private offering circular, and all documents and other information regarding the Company that the Subscriber had requested or desired to know and all other documents which could be reasonably provided have been made available for the Subscriber’s inspection and review; (d) The Subscriber understands and acknowledges that the Subscriber (and if the Subscriber Notes shall be subordinate to any existing indebtedness to Noctua Fund, L.P., which is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance an affiliate of the Purchased Units to the SubscriberCompany, as well as interest or penalties (if any) thereon; (e) The Subscriber acknowledges that the Securities have not been passed upon or reviewed by the Securities and Exchange Commission. The Subscriber is eligible to purchase agrees that it will not sell, transfer or otherwise dispose of any of the Purchased Units pursuant to Shares until they are registered under the Securities Act, or unless an exemption from such registration is available and that a legend substantially in the prospectus and registration requirements of applicable securities legislation, rules, regulations and policiesform as provided in Section 4 below will be placed on the certificate(s) representing the shares to such effect; (f) if the Subscriber (or This Agreement constitutes a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof; (h) the Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forth; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by obligation of the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, enforceable against the Subscriber in accordance with its terms, subject to: a) any applicable bankruptcy, insolvency to limitations on enforcement by general principles of equity and bankruptcy or other laws affecting the enforcement of creditors’ ' rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (kg) if the Subscriber is an individualnot acquiring the Securities as part of a group, as such term is defined in Section 13 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and is not acting in concert with any person acting in such manner. Subscriber makes its own voting and dispositive decisions and has obtained not agreed to grant any proxy or enter into any form of voting trust, agreement or similar arrangement with respect to the age Shares other than as set forth in the Waiver of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant heretoeven date herewith; (lh) if the Subscriber is a corporationThis Agreement has been duly authorized, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity validly executed and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action delivered on the part behalf of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all the other agreements, instruments agreements and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement perform his obligations hereunder and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith; (o) the Subscriber has read the Offering Memorandum and is aware of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Agreement and applicable securities laws; (p) the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; (s) the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States; (t) 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 Partnership may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereof; (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such informationthereunder; and (yi) if the Subscriber has not paid any finders fees, commissions or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined broker fees in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations connection with his/her/its investment herein and warranties are made with the intent that they may be relied upon has not been solicited by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result means of any misrepresentation form of the undersignedadvertisement, public dissemination or solicitation.

Representations, Warranties and Covenants of the Subscriber. The Subscriber (for greater certainty, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder) hereby represents, warrants, acknowledges represents and warrants to and covenants to with the General Partner Issuer as follows, and to acknowledges that the Partnership (which representationsIssuer, warrantiesthe Asset Manager, acknowledgements the Agent and covenants shall survive closing their respective counsel are relying thereon, both at the date hereof and continue in full force and effect) thatat the Closing Time on the applicable Closing Date: (a) the Subscriber understands that an investment in Units and (if applicable) each beneficial purchaser for whom it is not without risk and the Subscriber and any Disclosed Principal may lose his, her or its entire investment; (b) the Subscriber has, or acting has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be affairs, is capable of evaluating the merits and risks of an investment in the Partnership Units and is able to bear the economic risk of loss such investment even if the entire investment is lost; (b) the Subscriber and (if applicable) each beneficial purchaser for whom it is acting is a resident in the jurisdiction set out on page 2 or page 3, as applicable, of this Subscription Agreement. Such address was not created and is not used solely for the purpose of acquiring the Units and the Subscriber and any beneficial purchaser was solicited to purchase Units only in such investmentjurisdiction; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even (if the value of the securities purchased declines; (dapplicable) the Subscriber (and if the Subscriber each beneficial purchaser for whom it is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or nor is it being used solely to purchase or hold securities as an accredited investor as described in paragraph reliance on one or more exemptions from the prospectus requirement under Securities Laws;‌ (md) of if the definition of Subscriber and (if applicable) each beneficial purchaser for whom it is acting is purchasing pursuant to the “accredited investor” in NI 45-106 prospectus exemption, each is an Accredited Investor and is purchasing the Units as principal and will be an Accredited Investor at the Closing Time and has property completed properly completed, executed and delivered to the Issuer Section “4”, Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof; (h) the Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forth; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorizedSchedule “B”, executed and delivered by each as applicable. credit union, caisse populaire, financial services cooperative, or on behalf ofleague that, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will in each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith; (o) the Subscriber has read the Offering Memorandum and is aware of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Agreement and applicable securities laws; (p) the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; (s) the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States; (t) 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 Partnership may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereof; (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws enactment of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident jurisdiction of Canada for purposes to carry on business in Canada or a jurisdiction of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersigned.Canada;

Representations, Warranties and Covenants of the Subscriber. The Subscriber undersigned hereby representsrepresents and warrants to, warrantsand agrees with, acknowledges and covenants to the General Partner and to the Partnership (which representations, warranties, acknowledgements and covenants shall survive closing and continue in full force and effect) thatCompany as follows: (a) the Subscriber understands that an investment in Units is not without risk and the Subscriber and any Disclosed Principal may lose his, her or its entire investment; (b) the Subscriber has, or has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership and is able to bear the economic risk of loss of such investment; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber The undersigned is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof; (h) the Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forth; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith; (o) the Subscriber has read the Offering Memorandum and is aware of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Agreement and applicable securities laws; (p) the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1Rule 501(a) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units have not been and will not be registered Regulation D promulgated under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). (b) The undersigned has a fundamental understanding of the Company’s business; the undersigned has had access to and has received all materials that have been requested by the undersigned and has had a reasonable opportunity to ask questions of the Company and its representatives; the Company has answered all inquiries that the undersigned or the undersigned’s representatives have asked the Company; the undersigned has taken all the steps necessary to evaluate the merits and risks of an investment in the Securities; the undersigned has such knowledge and experience in finance, or any state securities laws securities, investments and other business matters so as to be able to protect the interests of the undersigned in connection with this transaction, and the Purchased Units may not be offered or sold undersigned’s investment in the United States or Company is not material when compared to a U.S. person except the undersigned’s total financial capacity; and the undersigned understands that there are significant risks incident to an investment in compliance with the requirements Company as proposed herein, and the undersigned can afford to bear such risks, including, without limitation, the risk of an exemption from registration losing the entire investment. (c) The undersigned understands that the Securities have not been registered under the U.S. Securities Act, that the Securities will be issued on the basis of the exemption provided by Section 4(2) of the Securities Act and any applicable Regulation D promulgated thereunder and under exemptions under certain state securities laws;, that this transaction has not been reviewed by, passed on or submitted to any federal or state agency or self-regulatory organization where an exemption is being relied upon, and that the Company’s reliance thereon is based in part upon the representations made by the undersigned in this Agreement. (sd) In addition to the Lock-Up Period described in Section 6, the undersigned acknowledges that the undersigned is familiar with the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Securities. In particular with respect to such rules and regulations, the undersigned agrees that the Company shall not be required to give any effect to a sale, assignment or transfer of the Securities, unless (i) the Subscriber (and any Disclosed Principal) sale, assignment or transfer of the Securities is not a “U.S. Person” (as that term is defined in Regulation S promulgated registered under the U.S. Securities Act, which definition includes, but it being understood that the Securities are not currently registered for sale and that the Company’s only obligation to register the Securities is not limited to, an individual resident as set forth in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person Registration Rights Agreement entered into by the Company and any partnership or company organized or incorporated under the laws undersigned as of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States; (t) 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 Partnership may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 date hereof; (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) such Securities are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act, it being tendered on behalf of a person or entity who has not been identified to the Subscriber; (v) the Subscriber understood that Rule 144 is not a person or entity identified in available at the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser present time for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased UnitsSecurities, if applicableor (iii) such sale, assignment or transfer is otherwise exempt from registration under the Securities Act. The Subscriber undersigned further agrees understands that by accepting an opinion of counsel and other documents may be required to transfer the Purchased Units Securities. (A) The undersigned has made other investments or engaged in other substantial business activities prior to receiving an opportunity to purchase the Securities; (B) the undersigned was not organized for the purpose of acquiring the Securities; (C) the person executing the Transaction Documents on behalf of the Closing Date it shall be representing undersigned has the full power and warranting that authority to execute and comply with the foregoing representations terms of the Transaction Documents on behalf of such entity and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on make the representations and warranties made herein on its behalf; (D) the undersigned’s principal place of business and principal office are located in the state set forth in its address below; and (E) the investment in the Securities has been affirmatively authorized, if required, by the governing board of the undersigned contained in this Subscription Agreement and is not prohibited by the Subscriber shall indemnify governing documents of the undersigned. (f) The undersigned will acquire the Securities for the undersigned’s own account for investment and hold harmless not with a view to the Partnership sale or distribution thereof or the granting of any participation therein, and has no present intention of distributing or selling to others any of such interest or granting any participation therein. (g) Other than with respect to the General Partner for transactions contemplated hereby, since the time that the undersigned was first contacted by the Company or any loss other person regarding the transactions contemplated hereby, neither the undersigned nor any affiliate of the undersigned with knowledge of the transactions contemplated hereby has, directly or damage they may suffer indirectly, effected or agreed to effect any purchases or sales of the securities of the Company (including, without limitation, any short sales involving the Company’s securities). (h) No person will have, as a result of the transactions contemplated by this Agreement, any misrepresentation valid right, interest or claim against or upon the Company or the undersigned for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the undersigned. (i) The undersigned acknowledges that the representations, warranties and agreements made by the undersigned in this Section 2 shall survive the execution and delivery of this Agreement and the purchase of the Securities. The information stated herein is true and complete as of the date hereof and will be true and complete as of each Closing Date. If, prior to any Closing Date, there should be any change in such information or any of such information becomes incorrect or incomplete, the undersigned agrees to notify and supply promptly corrective information to the Company.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents5.1 Representations, warrants, acknowledges Warranties and covenants to Covenants of the General Partner and to the Partnership (which representations, warranties, acknowledgements and covenants shall survive closing and continue in full force and effect) that:Subscriber (a) The Subscriber covenants and agrees to deliver to the Subscriber understands that an investment in Units is not without risk Corporation forthwith such documents, certificates, assurances and other instruments as may be required to carry out the Subscriber and any Disclosed Principal may lose his, her or its entire investment;provisions of this Subscription Agreement. (b) If the Subscriber hasis signing this Agreement as agent or pursuant to a power of attorney for the Subscriber, or the Subscriber has consulted with their registered dealer which hasauthority to bind the Subscriber. (c) This Subscription Agreement has been duly authorized, executed and delivered by the Subscriber, and constitutes a legal, valid, binding and enforceable agreement of the Subscriber to acquire the Purchased Securities. (d) The Subscriber confirms that it: (i) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an its investment in the Partnership Purchased Securities, including the potential loss of its entire investment; (ii) is capable of assessing the proposed investment in the Purchased Securities as a result of the Subscriber's own experience or as a result of advice received from a person registered under applicable securities legislation; (iii) is aware of the characteristics of the Purchased Securities and understands the risks relating to an investment therein; and (iv) is able to bear the economic risk of loss of such investment;its entire investment in the Purchased Securities. (ce) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the The Subscriber is acting as agent for a Disclosed Principalresident, such Disclosed Principal) was offered the Purchased Units inor if not an individual, and is resident inhas its head office, in the jurisdiction set out in the Investor Certificate attached to on page 4 of this Subscription Agreement and intends that the Applicable Securities Laws securities laws of that jurisdiction to govern the offerSubscriber's subscription. Such address was not created and is not used solely for the purpose of acquiring the Purchased Securities, sale and issuance the Subscriber was solicited to purchase only in such jurisdiction. The Subscriber and, if applicable, any beneficial purchaser for whom it is acting hereunder, is not resident in the province of Québec. If the Subscriber and, if applicable, any beneficial purchaser for whom it is acting hereunder, is not an individual, its head office is not located in the province of Québec. (f) The Subscriber undertakes and agrees that it will not resell or transfer the Purchased Securities except in accordance with the provisions of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of Corporation's constating documents, applicable securities legislation, regulations, rules, regulations policies and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 orders and has property completed Schedule “A”;stock exchange rules. (g) The execution and delivery of this Subscription Agreement, the performance and compliance with the terms hereof, the subscription for the Purchased Securities and the completion of the transactions described herein by the Subscriber does will not act jointly result in any material breach of, or be in concert conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the Subscriber's constating documents or resolutions of the Subscriber, if applicable, applicable securities laws or any other laws applicable to the Subscriber, any material agreement to which the Subscriber for Units for is a party, or any judgment, decree, order, statute, rule or regulation applicable to the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof;Subscriber. (h) The Subscriber is subscribing for the Subscriber Purchased Securities as principal for its own account and not for the benefit of any other person (within the meaning of applicable securities laws) or (if applicable) others for whom it is contracting hereunder, including not subscribing as principal it is acting as trustee or agent for a beneficial purchaser (whose identity is disclosed on page 4 of this Subscription Agreement) who is purchasing as principal for its own account and not for the benefit of any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forth;other person. (i) in the case of a subscription by If the Subscriber for Purchased Units acting is contracting hereunder as trustee or as agent for a fully managed account (including, including for greater certainty, a portfolio manager or comparable adviseradvisor) or as trustee or agent for a Disclosed Principal or an undisclosed principalbeneficial purchaser, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereofis acting as trustee or agent for a beneficial purchaser, who is subscribing as principal for its own account and not for the benefit of any other person, this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, of and constitutes the a legal, valid and binding agreement of, of such principal;beneficial purchaser and the Subscriber acknowledges that the Corporation may be required by applicable laws to disclose to certain regulatory authorities the identity of such beneficial purchaser for whom it is acting. (j) upon execution and delivery In the case of a subscription for the Purchased Securities by the Subscriber acting as principal for its own account and acceptance by not for the Partnershipbenefit of any other person, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have has been duly authorized, executed and delivered by, and will each constitute constitutes a legal, valid and binding agreement of, of the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting Subscriber. This Subscription Agreement is enforceable in accordance with its terms against the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction;Subscriber. (k) if If the Subscriber is: (i) a corporation, the Subscriber is an individual, duly incorporated and is validly subsisting under the Subscriber laws of its jurisdiction of incorporation and has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber; (m) the Subscriber has obtained independent requisite legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full corporate power and authority to execute and deliver this Subscription Agreement and all other agreementsAgreement, instruments and other documents to subscribe for the Purchased Securities as contemplated hereby or thereby herein and to take all other actions required by carry out and perform its covenants and obligations under the terms of this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals in respect thereof, and authorizations the individual signing this Subscription Agreement has been duly authorized to execute and deliver this Subscription Agreement; (ii) a partnership, limited liability company, syndicate or other form of unincorporated organization, the Subscriber has the necessary legal capacity and authority to execute and deliver this Subscription Agreement, to subscribe for the Purchased Securities as contemplated herein and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof and the individual signing this Subscription Agreement has been duly authorized to execute and deliver this Subscription Agreement; or (iii) an individual, the Subscriber is of the full age of majority in his or her jurisdiction of residence and is legally competent to execute, deliver and be bound by the terms of this Subscription Agreement, to subscribe for the Purchased Securities contemplated herein and to observe and perform his or her covenants and obligations hereunder. (l) There is no person acting or purporting to act for, or on behalf of, the Subscriber in connection therewith;with the transactions contemplated herein who is entitled to any brokerage or finder's fee. (m) Unless disclosed to the Corporation herein, the Subscriber (or any beneficial purchaser) is not an insider of the Corporation (within the meaning of Canadian securities laws). (n) The Subscriber is not, with respect to the Corporation or any of its affiliates, a control person (within the meaning of Canadian securities laws) and the subscription hereunder by the Subscriber will not create a new control person. (o) the The Subscriber has read is not acting jointly or in concert with any other subscriber in connection with the Offering Memorandum and is aware for the purpose of the characteristics acquisition of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Agreement and applicable securities laws;Securities. (p) the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; (s) the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States; (t) the Subscriber understands that, if If required by applicable securities laws a report or the Corporation, the Subscriber will execute, deliver and file or assist the Corporation in filing such reports, undertakings and other documents with respect to the issue of the sale of the Units will Purchased Securities as may be filed with the appropriate required by any applicable securities commission, stock exchange or other regulatory authority. . (q) The Subscriber hereby acknowledges that pursuant has been advised to such a reportconsult, the Partnership may be obligated and is responsible for obtaining, its own legal, tax and financial advisors with respect to disclose, among other things, the identity of the Subscriber subscription for Purchased Securities and the particulars execution, delivery and performance by it of this Subscription Agreement and the Subscriber’s holdings transactions contemplated herein, including trading in the Partnership. The Subscriber hereby consents to such disclosure and Purchased Securities. (r) No person has made any written or oral representations: (i) that any person will resell or repurchase the disclosure described in Section 11 hereofPurchased Securities; (uii) that any person will refund all or any part of the Subscription Amount other than as provided in this Subscription Agreement; (iii) as to the future price or value of the Purchased Securities; or (iv) that securities of the Corporation will be listed and posted for trading on a stock exchange other than as set out herein. (s) The Subscriber is not purchasing the Purchased Securities with knowledge of any material information concerning the Corporation that has not been generally disclosed. (t) The subscription for the Purchased Securities has not been made through or as a result of, and the distribution of the Purchased Securities is not being accompanied by any advertisement, including without limitation in printed public media, radio, television or telecommunications, including electronic display, or as part of a general solicitation. The funds representing the aggregate Subscription Price Amount which will be advanced by the Subscriber are to the Corporation hereunder will not represent proceeds of crime as defined in for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “"PCMLTFA”"), the United Kingdom's Proceeds of Crime Act 2002 (the "POCA") or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the "PATRIOT Act"), and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber's name and other information relating to this Subscription Agreement and the Subscriber's subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, POCA or the PATRIOT Act. None To the best of its knowledge (i) none of the subscription funds to be provided by the Subscriber (iA) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada Canada, the United States or any other applicable jurisdiction, or (iiB) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; , and (vii) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership Corporation if the Subscriber discovers that any of the foregoing such representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership Corporation with appropriate information in connection therewith;. (u) If the Subscriber is a resident of, or otherwise subject to, securities legislation of (i) Canada (other than Québec) or (ii) a jurisdiction other than Canada or the United States, the Subscriber has received a copy of the Canadian Prospectus (including the Canadian Prospectus Supplement) and has read it. If the Subscriber is a resident of, or otherwise subject to, securities legislation of the United States, the Subscriber has received a copy of the U.S. Prospectus (including the U.S. Prospectus Supplement) and has read it. The Subscriber has had the opportunity to ask and have answered any and all questions which the Subscriber wished to have answered with respect to the subscription for the Purchased Securities made hereunder. (v) The Subscriber acknowledges and agrees that the Canadian Prospectus and/or the U.S. Prospectus, as applicable, may be delivered by the Corporation to the Subscriber by email only at the address provided by the Subscriber set forth on page 4 of this Subscription Agreement and that the Subscriber will not otherwise receive a physical copy of the Canadian Prospectus and/or the U.S. Prospectus, as applicable. The Subscriber further acknowledges, agrees and consents to and that delivery by email of the Canadian Prospectus and/or the U.S. Prospectus, as applicable, to the Subscriber will constitute valid delivery as required by and for the purposes of applicable securities laws, including (but not limited to) in connection with any statutory or contractual rescission rights that the Subscriber may have under applicable securities laws in connection with the offer and sale of the Offered Securities. (w) The Subscriber represents that it has received (or otherwise had made available to it by the filing by the Corporation of an electronic version thereof with the Commission and on SEDAR+) the Disclosure Package prior to or in connection with the execution of this Agreement. (x) The offer of the Offered Securities does not constitute a recommendation to purchase the Offered Securities or financial product advice, and the Subscriber agrees to keep confidential all information provided acknowledges that the Corporation has not had regard to the Subscriber relating to the business and affairs of the Partnership and not to distribute Subscriber's particular objectives, financial situation or otherwise make available any such information to any other person or otherwise exploit any such information; andneeds. (y) There are risks associated with the purchase of the Purchased Securities and the Subscriber is capable of bearing the economic risk of the investment and no securities commission, agency, governmental authority, regulatory body, stock exchange or similar regulatory authority has reviewed or passed on the merits and risks of the Offered Securities nor have any such agencies or authorities made any recommendations or endorsement with respect to the Offered Securities. (z) In purchasing the Purchased Securities, the Subscriber has relied solely upon this Subscription Agreement and the Disclosure Package (including the Canadian Prospectus Supplement and the U.S. Prospectus Supplement, as applicable, which will be filed and available on SEDAR+ and XXXXX, respectively), not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Corporation or any of its directors, officers, employees, agent or representatives. (aa) Since the date on which the Corporation first contacted such Subscriber about the Offering, it has not engaged in any transactions in the securities of the Corporation (including, without limitation, any Short Sales (as defined below) involving the Corporation's securities). The Subscriber covenants that it will not engage in any transactions in the securities of the Corporation (including Short Sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Subscriber agrees that it will not use any of the Offered Shares acquired pursuant to this Agreement to cover any short position in the Common Shares if doing so would be in violation of applicable securities laws. For purposes hereof, "Short Sales" include, without limitation, all "short sales" as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, "put equivalent positions" (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. (bb) The Subscriber represents that it is not a FINRA member or an Associated Person (as such term is defined under the NASD Membership and Registration Rules Section 1011) as of the Closing. (cc) Other than in accordance with applicable securities laws, this offer to subscribe is made for valuable consideration and may not be withdrawn, cancelled, terminated or revoked by the Subscriber without the consent of the Corporation. (dd) There is no government or other insurance covering the Purchased Securities. (ee) Legal counsel retained by the Corporation is acting as counsel to the Corporation and not as counsel to the Subscriber. (ff) If the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principalas applicable, becomes is a non-resident of a province or territory of Canada (other than Québec) or was in Canada (other than Québec) when this offer to purchase Purchased Securities was received or signed: (i) the Subscriber is purchasing the Purchased Securities for its own account or for the account of one or more beneficial purchasers for investment purposes only and not with a view to resale or distribution in violation of applicable securities laws; and (ii) the Tax Act, or if any Subscriber is an "accredited investor" within the meaning of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which NI 45-106. (gg) If the Subscriber or such any beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf for whom the Subscriber is contracting hereunder to purchase acting, as applicable, is a resident of a jurisdiction other than Canada or the United States: (i) the Subscriber is purchasing the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner Securities for any loss or damage they may suffer as a result of any misrepresentation of the undersigned.its

Representations, Warranties and Covenants of the Subscriber. The 6.1 At the time this Agreement is entered into, the Subscriber hereby represents, warrants, acknowledges represents and warrants to and covenants to with the General Partner and to the Partnership Company (which representations, warranties, acknowledgements warranties and covenants shall survive closing and continue in full force and effectthe Closing) that: (a) the Subscriber understands that an investment is resident in Units is not without risk the jurisdiction set out under the heading “Name and Address of Subscriber” on the Subscriber and any Disclosed Principal may lose his, her or its entire investmentsignature page of this Subscription Agree- ment; (b) the sale of the Securities to the Subscriber hasas contemplated by the delivery of this Subscription Agreement, the acceptance of it by the Company and the is- suance of the Securities to the Subscriber complies with all applicable laws of the Subscriber’s state of residence or domicile and will not cause the Company to become subject to or comply with any disclosure, prospectus or reporting re- quirements under any such applicable laws; (c) the Subscriber (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, and is an Accredited In- vestor as defined in Rule 501 of Regulation D under the Securities Act, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment; (d) the Subscriber has provided verification of its Accredited Investor status in form reasonably satisfactory to the Company; (e) the Subscriber is purchasing the Securities as principal for investment only and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and, in particular, it has consulted no intention to distribute either directly or indi- rectly any of the Securities; (f) the Subscriber understands and agrees not to engage in any hedging transac- tions involving any of the Securities unless such transactions are in compliance with their registered dealer which has, the provisions of the Securities Act and in each case only in accordance with applicable state securities laws; (g) the Subscriber (i) is able to fend for itself in the Subscription; (ii) has such knowledge and experience in financial and business affairs matters as to be capable of evaluating the merits and risks of an its prospective investment in the Partnership Securities; and is able (iii) has the ability to bear the economic risk risks of its prospective investment and can af- ford the complete loss of such investment; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (eh) the Subscriber is eligible to purchase aware that an investment in the Purchased Units pursuant to an exemption from Company is speculative and involves certain risks, including the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) possible loss of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof; (h) the Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forthinvestment; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute has received and deliver carefully read this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principalAgreement; (j) upon execution and delivery by the Subscriber has made an independent examination and acceptance by investigation of an investment in the Partnership, this Subscription Agreement (when executed by the undersigned) Securities and the Partnership Agreement Company and has depended on the advice of its legal and financial advisors and agrees that the Company will each have been duly authorized, executed not be re- sponsible in anyway whatsoever for the Subscriber's decision to invest in the Securities and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdictionCompany; (k) if the Subscriber is an individual, the Subscriber has obtained the age requisite knowledge and experience in financial and business matters as to be capable of majority evaluating the merits and risks of the in- vestment in every case is legally competent the Securities and the Company; (l) the Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Subscription Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accu- rate or have been breached, it shall promptly notify the Company; (m) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto; (l) hereto and, if the Subscriber is a corporation, partnershipit is duly incorporated and validly subsist- ing under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, trust, unincorporated association or other entity, the Subscriber has the legal capacity shareholders and competence others have been obtained to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of authorize exe- cution and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part behalf of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnitiesSub- xxxxxxx; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by entering into of this Subscription Agreement and the Partnership Agreement transactions contem- plated hereby do not result in the violation of any of the terms and has obtained all necessary approvals and authorizations in connection therewithprovisions of any law applicable to, or, if applicable, the constitutive documents of, the Sub- xxxxxxx or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (o) the Subscriber has read the Offering Memorandum duly executed and is aware delivered this Subscription Agreement and it constitutes a valid and binding agreement of the characteristics of Subscriber enforceable against the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Agreement and applicable securities lawsSubscriber; (p) the Subscriber is not (i) a “non-resident” of Canada for the purposes none of the Income Tax Act (Canada) (Securities may be resold to any person prior to the “Tax Act”), (ii) conclusion of a “nonninety-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or herday holding period; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) an underwriter of, or dealer in, the common shares of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who Company, nor is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; (s) the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units for the account of or benefit of a U.S. Person or a person in the United States; (t) 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 Partnership may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereof; (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basisparticipating, pursuant to a contractual agree- ment or otherwise, in the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, distribution of the Côte d’Ivoire Regulations, Securities; and ii. that any person will refund the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that purchase price of any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewithSecurities; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersigned.

Representations, Warranties and Covenants of the Subscriber. 5.1 The Subscriber hereby represents, warrants, acknowledges represents and warrants to and covenants to with the General Partner Company, as of the date of this Agreement and to as of the Partnership Closing Date (which representations, warranties, acknowledgements warranties and covenants shall survive closing and continue in full force and effectthe Closing Date) that: (a) by completing the Subscriber understands that an investment in Units is not without risk and the Subscriber and any Disclosed Principal may lose his, her or its entire investment; (b) the Subscriber has, or has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership and is able to bear the economic risk of loss of such investment; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of CanadaQuestionnaire, the Subscriber is an “accredited investor” as defined representing and warranting that the Subscriber satisfies one of the categories of registration and prospectus exemptions provided in National Instrument 45-106 Prospectus and Registration Exemptions (“"NI 45-106”)") adopted by the Ontario Securities Commission (the "OSC") and: (i) is either purchasing the Shares (A) as principal and not for the benefit of any other person, or is deemed under NI 45-106 to be purchasing the Shares as principal, or (B) as agent for a beneficial purchaser disclosed in this Subscription Agreement, and is an agent or trustee with proper authority to execute all documents required in connection with the purchase of the Shares on behalf of such disclosed beneficial purchaser and such disclosed beneficial purchaser for whom the Subscriber is contracting hereunder is purchasing as principal and not for the benefit of any other person, or is deemed under NI 45-106 to be purchasing the Securities as principal, and such disclosed beneficial purchaser satisfies one of the categories of registration and prospectus exemptions provided in NI 45-106; (ii) if the Subscriber is, or the beneficial purchaser for whom the Subscriber is contracting hereunder is, as the case may be, a person, other than an individual or investment fund, that has net assets of at least CDN$5,000,000, the Subscriber was not not, or the beneficial purchaser for whom the Subscriber is contracting hereunder was not, as the case may be, created or used solely to purchase or hold securities as an accredited investor investor; and (iii) the Subscriber has concurrently executed and delivered a certificate in the form attached as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A” hereto. (b) the Subscriber is outside the United States when receiving and executing this Subscription Agreement; (c) the Subscriber is not a “U.S. Person”, as defined in Regulation S; (d) the Subscriber is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person, as defined in Regulation S; (e) the Subscriber is resident in the jurisdiction set out on Page 12 of this Subscription Agreement; (f) the Subscriber: (i) is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the acquisition of the Securities, (ii) is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Securities under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions, (iii) acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Securities, and (iv) represents and warrants that the acquisition of the Securities by the Subscriber does not trigger: A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or B. any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and the Subscriber will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably; (g) the Subscriber does is acquiring the Securities as principal for investment only and not act jointly with a view to, or for, resale, distribution or fractionalization thereof, in whole or in concert with part, and, in particular, it has no intention to distribute either directly or indirectly any other Subscriber for Units for the purposes of the acquisition of Securities in the Purchased Units, except United States or to U.S. Persons (as disclosed on page 3 hereofdefined in Regulation S); (h) the Subscriber or acknowledges that it has not acquired the Securities as a result of, and will not itself engage in, any "directed selling efforts" (if applicableas defined in Regulation S) others for whom it is contracting hereunder, including in the United States in respect of any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on Securities which would include any activities undertaken for the terms herein set forthpurpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority legal capacity and in every case is legally competent competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto; (l) hereto and, if the Subscriber is a corporation, partnershipit is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, trust, unincorporated association or other entity, the Subscriber has the legal capacity shareholders and competence others have been obtained to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the authorize execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part behalf of the Subscriber; (j) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (k) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (l) the Subscriber has received and carefully read this Subscription Agreement; (m) the Subscriber (i) has obtained independent legal adequate net worth and tax advice as to the Subscriber’s liabilities means of providing for its current financial needs and obligations under the Partnership Agreement and under possible personal contingencies, (ii) has no need for liquidity in this Subscription Agreementinvestment, and acknowledges that it has taken such steps as it considers necessary (iii) is able to ensure that it understands bear the meaning economic risks of an investment in the Securities for an indefinite period of time, and effect can afford the complete loss of such representations, warranties and indemnitiesinvestment; (n) the Subscriber has full power the degree of knowledge, education and authority experience in financial and business matters as to execute enable the Subscriber to evaluate the merits and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement risks of the investment in the Securities and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewithCompany; (o) the Subscriber has read understands and agrees that the Offering Memorandum Company and is aware others will rely upon the truth and accuracy of the characteristics of the Purchased Units acknowledgements, representations, warranties, covenants and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except agreements contained in accordance with the provisions of the Partnership this Subscription Agreement and applicable securities lawsthe Questionnaire, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Company; (p) the Subscriber is not (i) a “non-resident” of Canada for aware that an investment in the purposes Company is speculative and involves certain risks, including the possible loss of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or herinvestment; (q) the Subscriber is not an underwriter of, or dealer in, the Company's Securities, nor is the Subscriber participating, pursuant to a “financial institution” as that term is defined contractual agreement or otherwise, in subsection 142.2(1) the distribution of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax ActSecurities; (r) the Purchased Units have not been Subscriber has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be registered under responsible in anyway whatsoever for the United States Subscriber's decision to invest in the Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities lawsCompany; (s) if the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units Securities as a fiduciary or agent for one or more investor accounts, the account Subscriber has sole investment discretion with respect to each such account, and the Subscriber has full power to make the foregoing acknowledgements, representations and agreements on behalf of or benefit of a U.S. Person or a person in the United Statessuch account; (t) the Subscriber understands that, if required by applicable securities laws a report is not aware of any advertisement of any of the sale Securities and is not acquiring the Securities as a result of the Units will be filed with the appropriate securities regulatory authority. The Subscriber hereby acknowledges that pursuant to such a reportany form of general solicitation or general advertising including advertisements, the Partnership may be obligated to disclosearticles, among notices or other thingscommunications published in any newspaper, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereofmagazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (u) the funds representing the aggregate Subscription Price advanced by no person has made to the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber any written or oral representations: (i) have been that any person will resell or will be derived from or related to repurchase any activity that is deemed criminal under of the laws of Canada or any other applicable jurisdiction, or Securities, (ii) are being tendered on behalf that any person will refund the purchase price of a person or entity who has not been identified any of the Securities, (iii) as to the Subscriber;future price or value of any of the Securities, or (iv) that any of the Securities will be listed and posted for trading on any stock exchange or that application has been made to list and post any of the Securities of the Company on any stock exchange; and (v) the Subscriber is acknowledges and agrees that the Company shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Company, along with an executed copy of this Subscription Agreement: (i) a person or entity identified fully completed and executed Questionnaire in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”)form attached hereto as Schedule A, the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (yii) if such other supporting documentation that the Subscriber Company or any beneficial purchaser its legal counsel may request to establish the Subscriber's qualification as a qualified investor. 5.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes purpose of the Tax Act, or if Subscription Agreement includes any of such persons that is a partnership ceases to be a “Canadian partnership” as defined person in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersignedUnited States.

Representations, Warranties and Covenants of the Subscriber. 5.1 The Subscriber hereby represents, warrants, acknowledges represents and warrants to and covenants to with the General Partner Company, as of the date of this Agreement and to as of the Partnership Closing Date (which representations, warranties, acknowledgements warranties and covenants shall survive closing and continue in full force and effectthe Closing Date) that: (a) by completing the Subscriber understands that an investment in Units is not without risk and the Subscriber and any Disclosed Principal may lose his, her or its entire investment; (b) the Subscriber has, or has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership and is able to bear the economic risk of loss of such investment; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of CanadaQuestionnaire, the Subscriber is an “accredited investor” as defined representing and warranting that the Subscriber satisfies one of the categories of registration and prospectus exemptions provided in National Instrument 45-106 Prospectus and Registration Exemptions (“"NI 45-106”)") adopted by the Ontario Securities Commission (the "OSC") and: (i) is either purchasing the Shares (A) as principal and not for the benefit of any other person, or is deemed under NI 45-106 to be purchasing the Shares as principal, or (B) as agent for a beneficial purchaser disclosed in this Subscription Agreement, and is an agent or trustee with proper authority to execute all documents required in connection with the purchase of the Shares on behalf of such disclosed beneficial purchaser and such disclosed beneficial purchaser for whom the Subscriber is contracting hereunder is purchasing as principal and not for the benefit of any other person, or is deemed under NI 45-106 to be purchasing the Securities as principal, and such disclosed beneficial purchaser satisfies one of the categories of registration and prospectus exemptions provided in NI 45-106; (ii) if the Subscriber is, or the beneficial purchaser for whom the Subscriber is contracting hereunder is, as the case may be, a person, other than an individual or investment fund, that has net assets of at least CDN$5,000,000, the Subscriber was not not, or the beneficial purchaser for whom the Subscriber is contracting hereunder was not, as the case may be, created or used solely to purchase or hold securities as an accredited investor investor; and (iii) the Subscriber has concurrently executed and delivered a certificate in the form attached as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A” hereto. (b) the Subscriber is outside the United States when receiving and executing this Subscription Agreement; (c) the Subscriber is not a “U.S. Person”, as defined in Regulation S; (d) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person, as defined in Regulation S; (e) the Subscriber is resident in the jurisdiction set out on page 11 of this Subscription Agreement; (f) the Subscriber: (i) is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the acquisition of the Shares, (ii) is purchasing the Shares pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Shares under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions, (iii) acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Shares, and (iv) represents and warrants that the acquisition of the Shares by the Subscriber does not trigger: A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or B. any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and the Subscriber will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably; (g) the Subscriber does is acquiring the Shares as principal for investment only and not act jointly with a view to, or for, resale, distribution or fractionalization thereof, in whole or in concert with part, and, in particular, it has no intention to distribute either directly or indirectly any other Subscriber for Units for the purposes of the acquisition of Shares in the Purchased Units, except United States or to U.S. Persons (as disclosed on page 3 hereofdefined in Regulation S); (h) the Subscriber or acknowledges that it has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (if applicableas defined in Regulation S) others for whom it is contracting hereunder, including in the United States in respect of any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on Shares which would include any activities undertaken for the terms herein set forthpurpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority legal capacity and in every case is legally competent competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto; (l) hereto and, if the Subscriber is a corporation, partnershipit is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, trust, unincorporated association or other entity, the Subscriber has the legal capacity shareholders and competence others have been obtained to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the authorize execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part behalf of the Subscriber; (j) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (k) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (l) the Subscriber has received and carefully read this Subscription Agreement; (m) the Subscriber (i) has obtained independent legal adequate net worth and tax advice as to the Subscriber’s liabilities means of providing for its current financial needs and obligations under the Partnership Agreement and under possible personal contingencies, (ii) has no need for liquidity in this Subscription Agreementinvestment, and acknowledges that it has taken such steps as it considers necessary (iii) is able to ensure that it understands bear the meaning economic risks of an investment in the Shares for an indefinite period of time, and effect can afford the complete loss of such representations, warranties and indemnitiesinvestment; (n) the Subscriber has full power the degree of knowledge, education and authority experience in financial and business matters as to execute enable the Subscriber to evaluate the merits and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement risks of the investment in the Shares and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewithCompany; (o) the Subscriber has read understands and agrees that the Offering Memorandum Company and is aware others will rely upon the truth and accuracy of the characteristics of the Purchased Units acknowledgements, representations, warranties, covenants and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except agreements contained in accordance with the provisions of the Partnership this Subscription Agreement and applicable securities lawsthe Questionnaire, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Company; (p) the Subscriber is not (i) a “non-resident” of Canada for aware that an investment in the purposes Company is speculative and involves certain risks, including the possible loss of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or herinvestment; (q) the Subscriber is not an underwriter of, or dealer in, the Company's Shares, nor is the Subscriber participating, pursuant to a “financial institution” as that term is defined contractual agreement or otherwise, in subsection 142.2(1) the distribution of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax ActShares; (r) the Purchased Units have not been Subscriber has made an independent examination and investigation of an investment in the Shares and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be registered under responsible in anyway whatsoever for the United States Securities Act of 1933, as amended (Subscriber's decision to invest in the “U.S. Securities Act”), or any state securities laws Shares and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities lawsCompany; (s) if the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) and is not acquiring the Purchased Units Shares as a fiduciary or agent for one or more investor accounts, the account Subscriber has sole investment discretion with respect to each such account, and the Subscriber has full power to make the foregoing acknowledgements, representations and agreements on behalf of or benefit of a U.S. Person or a person in the United Statessuch account; (t) the Subscriber understands that, if required by applicable securities laws a report is not aware of any advertisement of any of the sale Shares and is not acquiring the Shares as a result of the Units will be filed with the appropriate securities regulatory authority. The Subscriber hereby acknowledges that pursuant to such a reportany form of general solicitation or general advertising including advertisements, the Partnership may be obligated to disclosearticles, among notices or other thingscommunications published in any newspaper, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereofmagazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (u) the funds representing the aggregate Subscription Price advanced by no person has made to the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber any written or oral representations: (i) have been that any person will resell or will be derived from or related to repurchase any activity that is deemed criminal under of the laws of Canada or any other applicable jurisdiction, or Shares, (ii) are being tendered on behalf that any person will refund the purchase price of a person or entity who has not been identified any of the Shares, (iii) as to the Subscriber;future price or value of any of the Shares, or (iv) that any of the Shares will be listed and posted for trading on any stock exchange or that application has been made to list and post any of the Shares of the Company on any stock exchange; and (v) the Subscriber is acknowledges and agrees that the Company shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Company, along with an executed copy of this Subscription Agreement: (i) a person or entity identified fully completed and executed Questionnaire in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”)form attached hereto as Schedule A, the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (yii) if such other supporting documentation that the Subscriber Company or any beneficial purchaser its legal counsel may request to establish the Subscriber's qualification as a qualified investor. 5.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes purpose of the Tax Act, or if Subscription Agreement includes any of such persons that is a partnership ceases to be a “Canadian partnership” as defined person in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersignedUnited States.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents, warrants, acknowledges warrants and covenants to the General Partner and to the Partnership Company (which representations, warranties, acknowledgements warranties and covenants shall survive closing and continue in full force and effectClosing) that: (a) the Subscriber understands that an investment is resident in Units is not without risk and the Subscriber and any Disclosed Principal may lose hisBritish Columbia, her Alberta or its entire investmentOntario; (b) if the Subscriber hasis resident in or subject to the securities legislation of any jurisdiction other than British Columbia, or has consulted the Subscriber complies with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable the requirements of evaluating the merits and risks of an investment all applicable securities laws in the Partnership jurisdiction of the Subscriber’s residence or to which the Subscriber is subject, and is able to bear will provide such evidence of compliance with all such matters as the economic risk of loss of such investmentCompany may request; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof; (h) the Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forth; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith; (o) the Subscriber has read the Offering Memorandum and is aware of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Agreement and applicable securities laws; (p) the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institutionU.S. Person” as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units have not been and will not be registered under Regulation S made under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchased Units may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; (s) the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or executor, administrator or trustee, respectively, is a U.S. Person and any partnership or company corporation organized or incorporated under the laws of the United States; (d) the Subscriber acknowledges that the Shares have not been and is will not acquiring be registered under the Purchased Units for the account of U.S. Securities Act and that such Shares may not be offered or benefit of a U.S. Person or a person sold in the United StatesStates or to U.S. Persons without registration under the U.S. Securities Act or compliance with requirements of an exemption from registration; (te) the Shares have not been offered to the Subscriber in the United States and the Subscriber was not in the United States when this Subscription Agreement was executed and delivered; (f) the Subscriber understands thatis purchasing the Shares as principal for its own account and not for the benefit of any other person or company and not with a view to the resale, distribution or other disposition; (g) neither the Subscriber nor any party on whose behalf it is acting has been created, established, formed or incorporated solely, or is used primarily, to acquire securities or to permit the purchase of the Shares without a prospectus in reliance on an exemption from the prospectus requirements of applicable securities legislation; (h) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of the constating documents of the Subscriber (if the Subscriber is not an individual) or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (i) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution of this Agreement on behalf of the Subscriber; (j) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (k) this subscription by the Subscriber has not been induced by any representations or warranties by any person whatsoever with regard to the future value of the Shares; (l) the Subscriber acknowledges that the Subscriber is aware of the characteristics of the Shares and the Subscriber has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of the Subscriber’s investment and is able to bear the economic risk of loss of the Subscriber’s investment; (m) no person has made any written or oral representation to the Subscriber: (i) that any person will resell or repurchase the Shares; (ii) that any person will refund the purchase price for the Shares other than as provided in this Subscription Agreement; (iii) as to the future price or value of the Shares; or (iv) that the Shares will be listed and posted for trading on a stock exchange or that application has been made to list and post the Shares for trading on a stock exchange; (n) if required by applicable securities laws a report laws, any policy or order or securities commission or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Company in filing, such reports, undertakings and other documents with respect to the issue 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 Partnership Shares as may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereof;required; and (uo) the funds representing the aggregate Subscription Price subscription price for the Shares which will be advanced by the Subscriber are hereunder will not represent proceeds of crime as defined in for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership Company may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to such legislation, and to the PCMLTFA, Criminal Code best of the Subscriber’s knowledge: (a) none of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK RegulationsUnited States of America, or as otherwise may be required by applicable lawsany other jurisdiction, regulations or rules, (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; and (b) the Subscriber shall promptly notify the Partnership Company if the Subscriber discovers that any of the foregoing such representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership Company with appropriate information in connection therewith; (x) . The foregoing representations, warranties and covenants are made by the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediately. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel Company in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect its suitability as a purchaser of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement Shares and the Subscriber shall hereby agrees to indemnify the Company against all losses, claims, costs, expenses and hold harmless the Partnership and the General Partner for any loss damages or damage they liabilities which it may suffer or incur as a result of reliance thereon. The Subscriber undertakes to notify the Company immediately of any misrepresentation of change in any representation, warranty or other information relating to the undersignedSubscriber set forth herein.

Representations, Warranties and Covenants of the Subscriber. The By executing this Subscription Agreement (the “Agreement”), the Subscriber hereby representsmakes the following representations, warrantsdeclarations, acknowledges warranties and covenants to the General Partner Company, with the intent and to understanding that the Partnership (which representations, warranties, acknowledgements and covenants shall survive closing and continue in full force and effect) thatCompany will rely thereon: (a) the Subscriber understands that an investment in Units is not without risk and the Subscriber and any Disclosed Principal may lose his, her or its entire investment; (b) the Subscriber has, or has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership and is able to bear the economic risk of loss of such investment; (c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines; (d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber; (e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies; (f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”; (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof; (h) the Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation as may be required by applicable securities legislation, rules, regulations and policies to permit the purchase of the Purchased Units on the terms herein set forth; (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee or as agent (including, for greater certainty, a portfolio manager or comparable adviser) for a Disclosed Principal or an undisclosed principal, the Subscriber fully manages the accounts of such principal maintained with the Subscriber, is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal, to agree to the terms and conditions herein and therein set out and to make such representations, warranties, acknowledgements and covenants herein and therein contained, all as if such beneficial purchaser was the Subscriber named on page 3 hereof, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, such principal; (j) upon execution and delivery by the Subscriber and acceptance by the Partnership, this Subscription Agreement (when executed by the undersigned) and the Partnership Agreement will each have been duly authorized, executed and delivered by, and will each constitute a legal, valid and binding agreement of, the Subscriber subject to: a) any applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and b) general principles of equity, including the granting of equitable remedies within the discretion of a court of competent jurisdiction; (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority and in every case is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (l) if the Subscriber is a corporation, partnership, trust, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this subscriber agreement and to take all actions required pursuant hereto and pursuant to the Partnership Agreement and the execution and delivery of and performance by the Subscriber of this Subscription Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber; (m) the Subscriber has obtained independent legal and tax advice as to the Subscriber’s liabilities and obligations under the Partnership Agreement and under this Subscription Agreement, and acknowledges that it has taken such steps as it considers necessary to ensure that it understands the meaning and effect of such representations, warranties and indemnities; (n) the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all other actions required by this Subscription Agreement and the Partnership Agreement and has obtained all necessary approvals and authorizations in connection therewith; (o) the Subscriber has read the Offering Memorandum and is aware of the characteristics of the Purchased Units and of their speculative nature, as well as of the fact that they cannot be sold or otherwise disposed of except in accordance with the provisions of the Partnership Agreement and applicable securities laws; (p) the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”), (ii) a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a partnership and that he, she or it will maintain such status during such time as Units are held by him or her; (q) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act unless such investor has provided written notice to the contrary to the General Partner prior to the date of acceptance of the investor’s subscription for Units. An investor who is not an individual may be obliged to provide the General Partner with a declaration that it is not a “financial institution” as that term is defined in subsection 142.2(1) of the Tax Act; (r) the Purchased Units a. The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), ) or any state securities laws laws. Subscriber understands that the offering and sale of the Shares are intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) thereof and the Purchased Units provisions of Regulation D promulgated thereunder, based, in part, upon the representations, warranties and agreements of Subscriber contained in this Agreement. Subscriber is aware that the Shares are “restricted securities” and that it must bear the substantial economic risks of the investment in the Shares indefinitely because the Shares may not be offered sold, hypothecated or sold otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. Subscriber is familiar with Rule 144 promulgated under the Securities Act and understands the resale limitations imposed thereby and by the Securities Act and the rules thereunder generally. Subscriber understands that legends shall be placed on any Share certificates to the effect that they have not been registered under the Securities Act or applicable state securities laws and appropriate notations thereof will be made in the United States Company’s stock books. b. Subscriber has adequate means of providing for its current financial needs and foreseeable contingencies and has no need for liquidity of the investment in the Shares for an indefinite period of time. Subscriber has significant prior investment experience, including investment in non-listed and nonregistered securities. Subscriber is knowledgeable about investment considerations and risk factors in similar companies. Subscriber’s overall commitment to investments which are not readily marketable is not excessive in view of its net worth and financial circumstances and the purchase of the Shares will not cause such commitment to become excessive. The investment is a suitable one for Subscriber. Subscriber meets the requirements of at least one of the definitions of an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act. c. Subscriber has full power and authority to accept the Shares and to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof, and make an investment in the Company, and this Agreement constitutes a U.S. person except legal, valid and binding obligation of Subscriber enforceable in compliance accordance with its terms. The execution of this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which Subscriber is a party or by which it is bound. d. Neither the Securities and Exchange Commission nor any state securities commission has approved the Shares. e. Subscriber and the Subscriber’s accountants, lawyers and financial advisors, if any (the “Advisors”), had the opportunity to obtain any information, to the extent the Company had such information in Company’s possession or could acquire it without unreasonable effort or expense, to verify the accuracy of the information and all documents received or reviewed in connection with the requirements acquisition of the Shares and have had the opportunity to ask representatives of the Company questions and receive answers concerning the terms and conditions of this particular investment. f. Subscriber is unaware of, is in no way relying on, and did not become aware of the offering of the Shares through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, in connection with the offering and sale of the Shares and did not become aware of the offering of the Shares and is not purchasing the Shares through or as a result of any seminar or meeting to which Subscriber was invited by, or any solicitation of a subscription by, a person not previously known to it in connection with investments in securities generally. g. Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to the Shares or the transactions contemplated hereby and thereby. h. Subscriber or its representative, as the case may be, together with the Advisors, have such knowledge and experience in financial, tax, and business matters, and, in particular, investments in the Shares, so as to enable them to utilize the information made available to them in connection with the offering of the Shares to evaluate the merits and risks of an investment in the Shares and to make an informed investment decision with respect thereto. i. Subscriber is not relying on the Company or any of its employees or agents with respect to the legal, tax, economic and related considerations of an investment in the Shares, and Subscriber has relied on the advice of, or has consulted with, only its own Advisors. j. Subscriber is acquiring the Shares solely for its own account for investment and not with a view to resale or distribution thereof, in whole or in part. Subscriber has no contract, undertaking, agreement or arrangement, formal or informal, oral or written, with any person to sell or transfer all or any part of the Shares, and Subscriber has no plans to enter into any such contract, undertaking, agreement or arrangement. k. Subscriber represents to the Company that the representations and warranties and any information which Subscriber has heretofore furnished or furnishes with this Agreement to the Company are true, complete and accurate and may be relied upon by the Company in ****** - Material has been omitted and filed separately with the Commission. determining the availability of an exemption from registration under the U.S. Securities Act Federal and any applicable state securities laws; (s) laws in connection with the Subscriber (and any Disclosed Principal) is not a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws offering of the United States) Shares. Subscriber further represents and is not acquiring warrants that Subscriber will notify and supply corrective information to the Purchased Units for Company immediately upon the account occurrence of or benefit any change therein occurring prior to the Company’s issuance of the Shares. l. Within five days after receipt of a U.S. Person or request from the Company, Subscriber will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and ordinances to which the Company is subject. m. Any certificate(s) evidencing the Shares will bear a person in the United States; (t) 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 Partnership may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Partnership. The Subscriber hereby consents to such disclosure and the disclosure described in Section 11 hereof; (u) the funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). None of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified legend substantially similar to the Subscriber; following: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (v) the Subscriber is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the THE “RIUNRSTACT”), the United Nations Al- Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”) or the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), or the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”); (w) the Subscriber acknowledges that the Partnership may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, or as otherwise may be required by applicable laws, regulations or rules, and shall promptly notify the Partnership if the Subscriber discovers that any of the foregoing representations in paragraphs (u) or (v) ceases to be true, and to provide the Partnership with appropriate information in connection therewith; (x) the Subscriber agrees to keep confidential all information provided to the Subscriber relating to the business and affairs of the Partnership and not to distribute or otherwise make available any such information to any other person or otherwise exploit any such information; and (y) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, including any Disclosed Principal or undisclosed principal, becomes a non-resident of Canada for purposes of the Tax Act, or if any of such persons that is a partnership ceases to be a “Canadian partnership” as defined in the Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or owns any interest in a Partnership, it shall notify the General Partner immediatelyOR THE SECURITIES LAWS OF ANY STATE. The Subscriber acknowledges that the foregoing representations and warranties are made with the intent that they may be relied upon by the General Partner, the Advisor, the Partnership and their respective counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Purchased Units under applicable securities legislation and, in the case of such counsel, to provide opinions in respect of the sale of the Purchased Units, if applicable. The Subscriber further agrees that by accepting the Purchased Units on the Closing Date it shall be representing and warranting that the foregoing representations and warranties are true as at that Closing Date. The General Partner and the Partnership shall be entitled to rely on the representations and warranties of the undersigned contained in this Subscription Agreement and the Subscriber shall indemnify and hold harmless the Partnership and the General Partner for any loss or damage they may suffer as a result of any misrepresentation of the undersignedTHE SHARES MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND SUCH LAWS.