Common use of Prospectus Exemptions Clause in Contracts

Prospectus Exemptions. The Subscriber acknowledges that, if this Subscription Agreement is accepted, Units will be distributed to the Subscriber pursuant to a regulatory exemption from statutory requirements that would otherwise require the Partnership to deliver to the Subscriber a prospectus that complies with statutory requirements. In doing so, the Partnership will be relying on the following representations and certification by the Subscriber: The Subscriber hereby represents and certifies that the Subscriber is acting for his, her or its own account and is purchasing Units as principal (or is deemed by National Instrument 45-106 Prospectus Exemptions to be acting as principal) for investment purposes only and not with a view to resale and is one of the following [please check the appropriate box]: Accredited Investor a resident of Ontario that meets the definition of “accredited investor” and has completed the Certificate of Accredited Investor attached as Schedule “A” or Form For Certain Individual Accredited Investors attached as Schedule “A-1” [please complete Schedule “A” or Schedule “A-1”]; or $150,000 minimum investment a person (other than an individual) that is a resident of Ontario and is purchasing Units with an aggregate cost to the Subscriber of not less than $150,000 and has not been formed, created, established or incorporated for the purpose of permitting the purchase of the Units without a prospectus; or Subsequent top-up investment by non-Accredited Investor a resident of Ontario that is purchasing Units with an aggregate acquisition cost of less than $150,000, but already purchased Units of the same class or series as principal for an acquisition cost of not less than $150,000 paid in cash at the time of purchase, and at the date of this subscription owns Units with a net asset value or aggregate acquisition cost of not less than $150,000; or Other has the benefit of the following exemption (specify nature and source of exemption): This agreement is not transferable or assignable by the Subscriber except with the consent of the Advisor or by operation of law. This agreement may be signed in counterparts. Dated this day of , (day) (month) (year) X Subscriber’s Signature Amount Subscribed for: $ Class of Units: Name and Address of Subscriber: Print Name – (Full Legal Name) (Affix seal if a corporation) Address (No P.O. Box Number) City, Province, Postal Code Telephone Number: Fax Number: Email Address: If Subscriber is not an Individual: Type of Entity: Name and Position of Signatory (if applicable) Date of Incorporation or Formation: Business Identification Number: Trust Identification Number: If Subscriber is an Individual: By what given name are you commonly known? If Subscriber is an individual, his or her signature must be witnessed by a person who is neither a minor or the spouse or child of the Subscriber): Witness Date of Birth: Signature Place of Birth:_ Citizenship: Witness Name S.I.N.: Witness Address Employer’s Name and Address: Joint Accounts: Each account holder must sign a copy of this Subscription Agreement and provide appropriate proof of identification. You hereby confirm that the Units are to be held by each of you as joint tenants and not as tenants in common and we are hereby authorized to take orders from either of you alone. Unless you both instruct us differently, (i) allocations for tax purposes will be made to each of you in equal amounts, and (ii) distributions of profit and capital (including the payment of redemption proceeds) will be made and paid to the order of all joint account holders (if paid by cheque) or to the account from which wire payment for the subscription for Units was received. AIP Convertible Private Debt Fund LP SCHEDULE “A” CERTIFICATE OF ACCREDITED INVESTOR [To be completed and initialled by Subscriber if you checked the “Accredited Investor” box on page S-8 unless Subscriber is an individual that is an accredited investor solely by virtue of being referred to in paragraphs (j), (k) and/or (l) below.] TO: AIP Asset Management Inc. (the “Advisor”) In connection with the purchase by the undersigned purchaser (the “Subscriber”) of units of AIP Convertible Private Debt Fund LP (the “Partnership”), the Subscriber (or the signatory on behalf of the Subscriber) certifies for the benefit of the Partnership and the Advisor that the purchase and sale of securities to the Subscriber is otherwise subject to the securities legislation of, Ontario, and the Subscriber is (and will at the time of acceptance of this Subscription Agreement and any additional subscriptions be) an accredited investor within the meaning of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) or Section 73.3 of the Securities Act (Ontario), as applicable, in the category indicated below: PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY AND INITIAL:

Prospectus Exemptions. The Subscriber acknowledges that, if this Subscription Agreement is accepted, Units will be distributed to the Subscriber pursuant to a regulatory exemption from statutory requirements that would otherwise require the Partnership to deliver to the Subscriber a prospectus that complies with statutory requirements. In doing so, the Partnership will be relying on the following representations and certification by the Subscriber: The Subscriber hereby represents and certifies that the Subscriber is acting for his, her or its own account and is purchasing Units as principal (or is deemed by National Instrument 45-106 Prospectus Exemptions to be acting as principal) for investment purposes only and not with a view to resale and is one of the following [please check the appropriate box]: Accredited Investor a resident of Ontario that meets the definition of “accredited investor” and has completed the Certificate of Accredited Investor attached as Schedule “A” or Form For Certain Individual Accredited Investors attached as Schedule “A-1” [please complete Schedule “A” or Schedule “A-1”]; or $150,000 minimum investment a person (other than an individual) that is a resident of Ontario and is purchasing Units with an aggregate cost to the Subscriber of not less than $150,000 and has not been formed, created, established or incorporated for the purpose of permitting the purchase of the Units without a prospectus; or Subsequent top-up investment by non-Accredited Investor a resident of Ontario that is purchasing Units with an aggregate acquisition cost of less than $150,000, but already purchased Units of the same class or series as principal for an acquisition cost of not less than $150,000 paid in cash at the time of purchase, and at the date of this subscription owns Units with a net asset value or aggregate acquisition cost of not less than $150,000; or Other has the benefit of the following exemption (specify nature and source of exemption): This agreement is not transferable or assignable by the Subscriber except with the consent of the Advisor or by operation of law. This agreement may be signed in counterparts. Dated this day of , (day) (month) (year) X Subscriber’s Signature Amount Subscribed for: $ Class of Units: Name and Address of Subscriber: Print Name – (Full Legal Name) (Affix seal if a corporation) Address (No P.O. Box Number) City, Province, Postal Code Telephone Number: Fax Number: Email Address: If Subscriber is not an Individual: Type of Entity: Name and Position of Signatory (if applicable) Date of Incorporation or Formation: Business Identification Number: Trust Identification Number: If Subscriber is an Individual: By what given name are you commonly known? If Subscriber is an individual, his or her signature must be witnessed by a person who is neither a minor or the spouse or child of the Subscriber): Witness Date of Birth: Signature Place of Birth:_ Citizenship: Witness Name S.I.N.: Witness Address Employer’s Name and Address: Joint Accounts: Each account holder must sign a copy of this Subscription Agreement and provide appropriate proof of identification. You hereby confirm that the Units are to be held by each of you as joint tenants and not as tenants in common and we are hereby authorized to take orders from either of you alone. Unless you both instruct us differently, (i) allocations for tax purposes will be made to each of you in equal amounts, and (ii) distributions of profit and capital (including the payment of redemption proceeds) will be made and paid to the order of all joint account holders (if paid by cheque) or to the account from which wire payment for the subscription for Units was received. AIP Convertible Private Debt Fund LP SCHEDULE “A” CERTIFICATE OF ACCREDITED INVESTOR [To be completed and initialled by Subscriber if you checked the “Accredited Investor” box on page S-8 unless Subscriber is an individual that is an accredited investor solely by virtue of being referred to in paragraphs (j), (k) and/or (l) below.] TO: AIP Asset Management Inc. (the “Advisor”) In connection with the purchase by the undersigned purchaser (the “Subscriber”) of units of AIP Convertible Private Debt Global Macro Fund LP (the “Partnership”), the Subscriber (or the signatory on behalf of the Subscriber) certifies for the benefit of the Partnership and the Advisor that the purchase and sale of securities to the Subscriber is otherwise subject to the securities legislation of, Ontario, and the Subscriber is (and will at the time of acceptance of this Subscription Agreement and any additional subscriptions be) an accredited investor within the meaning of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) or Section 73.3 of the Securities Act (Ontario), as applicable, in the category indicated below: PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY AND INITIAL:

Prospectus Exemptions. The Subscriber acknowledges that, if this Subscription Agreement is accepted, Units will be distributed to the Subscriber pursuant to a regulatory exemption from statutory requirements that would otherwise require the Partnership to deliver to the Subscriber a prospectus that complies with statutory requirements. In doing so, the Partnership will be relying on the following representations and certification by the Subscriber: The Subscriber hereby represents and certifies that the Subscriber is acting for his, her or its own account and is purchasing Units as principal (or is deemed by National Instrument 45-106 Prospectus and Registration Exemptions to be acting as principal) for investment purposes only and not with a view to resale and is one of the following [please check the appropriate box]: Accredited Investor a resident of Ontario that Quebec, Ontario, British Columbia or Alberta who meets the definition of “accredited investor” and has completed the Certificate of Accredited Investor attached as Schedule “A” or Form For Certain Individual Accredited Investors attached as Schedule “A-1” [please complete Schedule “A” or Schedule “A-1”]; or $150,000 minimum investment a person (person, other than an individual) , that is a resident of Quebec, Ontario or British Columbia and is purchasing Units with an aggregate cost to the Subscriber of not less than $150,000 and has not been formed, created, established or incorporated for the purpose of permitting the purchase of the Units without a prospectus; or Subsequent top-up investment by non-Accredited Investor a resident of Quebec, Ontario or British Columbia that is not an accredited investor and is purchasing Units with an aggregate acquisition cost of less than $150,000, but already purchased Units of the same class or series as principal for an acquisition cost of not less than $150,000 paid in cash at the time of purchase, and at the date of this subscription owns Units with a net asset value or aggregate acquisition cost of not less than at least $150,000; or Other has the benefit of the following exemption (specify nature and source of exemption): This agreement is not transferable or assignable by the Subscriber except with the consent of the Advisor Manager or by operation of law. This agreement may be signed in counterparts. Dated this day of , (day) (month) (year) X Subscriber’s Signature Amount Subscribed for: $ Class of Units: By investing in Units, the Subscriber specifically consents to the Partnership acquiring from time to time shares of certain related and connected issuers as identified in Schedule “E”, as it may be updated from time to time. Name and Address of Subscriber: Print Name – (Full Legal Name) (Affix seal if a corporation) Address (No P.O. Box Number) City, Province, Postal Code Telephone Number: Fax Number: Email Address: If Subscriber is not an Individual: Type of Entity: Name and Position of Signatory (if applicable) Date of Incorporation or Formation: Business Identification Number: Trust Identification Number: If Subscriber is an Individual: By what given name are you commonly known? If Subscriber is an individual, his or her signature must be witnessed by a person who is neither a minor or the spouse or child of the Subscriber): Witness Date of Birth: Signature Place of Birth:_ Citizenship: S.I.N.: Witness Name S.I.N.: Witness Address Employer’s Name and Address: Witness Address Joint Accounts: Each account holder must sign a copy of this Subscription Agreement and provide appropriate proof of identification. You hereby confirm that the Units are to be held by each of you as joint tenants and not as tenants in common and we are hereby authorized to take orders from either of you alone. . Unless you both instruct us differently, (i) allocations for tax purposes will be made to each of you in equal amounts, and (ii) distributions of profit and capital (including the payment of redemption proceeds) will be made and paid to the order of all joint account holders (if paid by cheque) or to the account from which wire payment for the subscription for Units was received. AIP Convertible Private Debt Fund LP SCHEDULE “A” CERTIFICATE OF ACCREDITED INVESTOR [To be completed and initialled by Subscriber if you checked the “Accredited Investor” box on page S-8 S-5, unless Subscriber is an individual that is an accredited investor solely by virtue of being referred to in paragraphs (j), (k) and/or or (l) below.] : TO: AIP Asset LionGuard Capital Management Inc. (the “AdvisorManager”) In connection with the purchase by the undersigned purchaser (the “Subscriber”) of units of AIP Convertible Private Debt LionGuard Opportunities Fund LP (the “Partnership”), the Subscriber (or the signatory on behalf of the Subscriber) certifies for the benefit of the Partnership and the Advisor Manager that the Subscriber is a resident of, or the purchase and sale of securities to the Subscriber is otherwise subject to the securities legislation of, Quebec, Ontario, British Columbia or Alberta, and the Subscriber is (and will at the time of acceptance of this Subscription Agreement and any additional subscriptions be) an accredited investor within the meaning of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) or or, for Ontario residents, Section 73.3 of the Securities Act (Ontario), as applicable, ) in the category indicated below: PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY AND INITIAL:

Prospectus Exemptions. The Subscriber acknowledges that, if this Subscription Agreement is accepted, Units will be distributed to the Subscriber pursuant to a regulatory exemption from statutory requirements that would otherwise require the Partnership Fund to deliver to the Subscriber a prospectus that complies with statutory requirements. In doing so, the Partnership Fund will be relying on the following representations and certification by the Subscriber: The Subscriber hereby represents and certifies that the Subscriber is acting for his, her or its own account and is purchasing Units as principal (or is deemed by National Instrument 45-106 Prospectus and Registration Exemptions to be acting as principal) for investment purposes only and not with a view to resale and is one of the following [please check the appropriate box]: Accredited Investor a resident of Ontario that a province or territory of Canada who meets the definition of “accredited investor” and has completed the Certificate of Accredited Investor attached as Schedule “A” or Form For Certain Individual Accredited Investors attached as Schedule “A-1” [please complete Schedule “A” or Schedule “A-1”]; or $150,000 minimum investment a person (other than an individual) individual that is a resident of Ontario a province or territory of Canada (other than Alberta) and is purchasing Units with an aggregate cost to the Subscriber of not less than $150,000 and has not been formed, created, established or incorporated for the purpose of permitting the purchase of the Units without a prospectus; or Subsequent top-up investment by non-Accredited Investor Other a person other than an accredited investor that is a resident of Ontario that a province or territory of Canada (other than Alberta) and is purchasing Units with an aggregate acquisition cost of less than $150,000, but already purchased Units of the same class or series as principal for an acquisition cost of not less than $150,000 paid in cash at the time of purchase, and at the date of this subscription owns Units with a net asset value or aggregate acquisition cost of not less than $150,000; or Other a resident of a province or territory of Canada or other jurisdiction where the units may lawfully be sold that has the benefit of the following exemption (specify nature and source of exemption): This agreement is not transferable or assignable by the Subscriber except with the consent of the Advisor or by operation of law. This agreement may be signed in counterparts. Dated this day of , (day) (month) (year) X Subscriber’s Signature Amount Subscribed for: $ Class of Units: Name and Address of Subscriber: Print Name – (Full Legal Name) (Affix seal if a corporation) Address (No P.O. Box Number) City, Province, Postal Code Telephone Number: Fax Number: Email Address: If Subscriber is not an Individual: Type of Entity: Name and Position of Signatory (if applicable) Date of Incorporation or Formation: Business Identification Number: Trust Identification Number: If Subscriber is an Individual: By what given name are you commonly known? If Subscriber is an individual, his or her signature must be witnessed by a person who is neither a minor or the spouse or child of the Subscriber): Witness Date of Birth: Signature Place of Birth:_ Citizenship: Witness Name S.I.N.: Witness Address Employer’s Name and Address: Joint Accounts: Each account holder must sign a copy of this Subscription Agreement and provide appropriate proof of identification. You hereby confirm that the Units are to be held by each of you as joint tenants and not as tenants in common and we are hereby authorized to take orders from either of you alone. Unless you both instruct us differently, (i) allocations for tax purposes will be made to each of you in equal amounts, and (ii) distributions of profit and capital (including the payment of redemption proceeds) will be made and paid to the order of all joint account holders (if paid by cheque) or to the account from which wire payment for the subscription for Units was received. AIP Convertible Private Debt Fund LP SCHEDULE “A” CERTIFICATE OF ACCREDITED INVESTOR [To be completed and initialled by Subscriber if you checked the “Accredited Investor” box on page S-8 unless Subscriber is an individual that is an accredited investor solely by virtue of being referred to in paragraphs (j), (k) and/or (l) below.] TO: AIP Asset Management Inc. (the “Advisor”) In connection with the purchase by the undersigned purchaser (the “Subscriber”) of units of AIP Convertible Private Debt Fund LP (the “Partnership”), the Subscriber (or the signatory on behalf of the Subscriber) certifies for the benefit of the Partnership and the Advisor that the purchase and sale of securities to the Subscriber is otherwise subject to the securities legislation of, Ontario, and the Subscriber is (and will at the time of acceptance of this Subscription Agreement and any additional subscriptions be) an accredited investor within the meaning of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) or Section 73.3 of the Securities Act (Ontario), as applicable, in the category indicated below: PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY AND INITIAL:):

Prospectus Exemptions. The Subscriber acknowledges that, if this Subscription Agreement is accepted, Units will be distributed to the Subscriber pursuant to a regulatory exemption from statutory requirements that would otherwise require the Partnership Fund to deliver to the Subscriber a prospectus that complies with statutory requirements. In doing so, the Partnership Fund will be relying on the following representations and certification by the Subscriber: The Subscriber hereby represents and certifies that the Subscriber is acting for his, her or its own account and is purchasing Units as principal (or is deemed by National Instrument 45-106 Prospectus Exemptions to be acting as principal) for investment purposes only and not with a view to resale and is one of the following [please check the appropriate box]: Accredited Investor a resident of Ontario Canada that meets the definition of “accredited investor” and has completed the Certificate of Accredited Investor attached as Schedule “A” or Form For Certain Individual Accredited Investors attached as Schedule “A-1” [please complete Schedule “A” or Schedule “A-1”, as applicable]; or $150,000 minimum investment a person (person, other than an individual) , that is a resident of Ontario and Canada (other than Alberta), is purchasing Units with an aggregate acquisition cost to the Subscriber of not less than $150,000 150,000, and has not been formed, created, established or incorporated for the purpose of permitting the purchase of the Units without a prospectus; or Subsequent top-up investment by non-Accredited Investor a person that is a resident of Ontario that Canada and is purchasing Units with an aggregate acquisition cost of less than $150,000, but already purchased Units of the same class or series as principal for an aggregate acquisition cost of not less than $150,000 paid in cash at the time of purchase, purchase and at the date of this subscription owns Units with a net asset value or aggregate acquisition cost of not less than $150,000; or Other has the benefit of the following exemption (specify nature and source of exemption): Is the Subscriber a registrant under Canadian securities legislation? Yes No Is the Subscriber acting on behalf of or on the instructions of a third party? Yes No If Yes, provide the following information regarding the third party: Name: Address: Principal business/ occupation: Relationship with Subscriber: Date of birth: Incorporation no./jurisdiction: This agreement is not transferable or assignable by the Subscriber except with the consent of the Advisor Manager or by operation of law. This agreement may be signed in counterparts. Dated this day of , . (day) (month) (year) X Subscriber’s Signature Amount Subscribed for: $ Class Series of Units: A F Name and Address of Subscriber: Print Name – (Full Legal Name) (Affix seal if a corporation) Address (No P.O. Box Number) City, Province, Postal Code Telephone Number: Fax Number: Email Address: Is this a managed account? Yes No If you are a dealer acting on behalf of a fully managed account, insert the firm name and general contact information above and complete Appendix 1. You may leave the rest of this page blank. Dealers without discretionary authority acquiring Units on behalf of multiple clients must complete a separate Subscription Agreement for each such client, including this page, and the client as Subscriber must sign this Subscription Agreement unless the dealer or another person has signing authority as agent or attorney (proof of such authority must be provided with this Subscription Agreement). If Subscriber is not an Individual: Type of Entity: Name and Position of Signatory (if applicable) Date of Incorporation or Formation: Federal Business Identification Number: Number (15-digit number for Canadian Income Tax): Trust Identification Number: If Subscriber is an Individual: By what given name are you commonly known? If Subscriber is an individual, his or her signature must be witnessed by a person who is neither a minor or nor the spouse or child of the Subscriber): Witness : Date of Birth: Signature Place of Birth:_ Citizenship: Witness Name S.I.N.: Witness Address Employer’s Name and Address: Signature Witness Name Witness Address Joint Accounts: Is this a joint account? Yes No If yes, name of other joint account holder(s): Each account holder must sign complete a separate copy of this Subscription Agreement and provide appropriate proof of identification. You hereby confirm that (i) the Units are to be held by each of you as joint tenants (and not as tenants in common common) with right of survivorship such that, on the death of one, the survivor(s) will be the owner(s) of the Units and the estate of the deceased shall have no interest, and (ii) we are hereby authorized to take orders from either of you any joint owner alone. Unless you both all instruct us differently, (i) allocations for tax purposes will be made to each of you in equal amounts, and (ii) distributions of profit and capital (including the payment of redemption proceeds) will be made and paid to the order of all joint account holders (if paid by cheque) or to the account from which wire payment for the subscription for Units was received. AIP Convertible Private Debt Fund LP SCHEDULE “A” CERTIFICATE OF ACCREDITED INVESTOR [To be completed and initialled by Subscriber if you checked the “Accredited Investor” box on page S-8 unless Subscriber is an individual that is an accredited investor solely by virtue of being referred to in paragraphs (j), (k) and/or (l) below.] TO: AIP Asset Management Inc. (the “Advisor”) In connection with the purchase by the undersigned purchaser (the “Subscriber”) of units of AIP Convertible Private Debt Fund LP (the “Partnership”), the Subscriber (or the signatory on behalf of the Subscriber) certifies for the benefit of the Partnership and the Advisor that the purchase and sale of securities to the Subscriber is otherwise subject to the securities legislation of, Ontario, and the Subscriber is (and will at the time of acceptance of this Subscription Agreement and any additional subscriptions be) an accredited investor within the meaning of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) or Section 73.3 of the Securities Act (Ontario), as applicable, in the category indicated below: PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY AND INITIAL:

Prospectus Exemptions. The Subscriber acknowledges that, if this Subscription Agreement is accepted, Units will be distributed to the Subscriber pursuant to a regulatory exemption from statutory requirements that would otherwise require the Partnership to deliver to the Subscriber a prospectus that complies with statutory requirements. In doing so, the Partnership will be relying on the following representations and certification by the Subscriber: The Subscriber hereby represents and certifies that the Subscriber is acting for his, her or its own account and is purchasing Units as principal (or is deemed by National Instrument 45-106 Prospectus Exemptions to be acting as principal) for investment purposes only and not with a view to resale and is one of the following [please check the appropriate box]: Accredited Investor a resident of Ontario Ontario, Alberta, British Columbia, Manitoba, Québec, Saskatchewan, Nova Scotia, New Brunswick or Xxxxxx Xxxxxx Island that meets the definition of “accredited investor” and has completed the Certificate of Accredited Investor attached as Schedule “AC” or Form For Certain Individual Accredited Investors attached as Schedule “A-1C-1” [please complete Schedule “AC” or Schedule “A-1C-1”, as applicable]; or $150,000 minimum investment a person (other than an individual) that is a resident of Ontario Ontario, British Columbia, Manitoba, Québec, Alberta, Saskatchewan, Nova Scotia, New Brunswick or Xxxxxx Xxxxxx Island and is purchasing Units with an aggregate acquisition cost to the Subscriber of not less than $150,000 and has not been formed, created, established or incorporated for the purpose of permitting the purchase of the Units without a prospectus; or Subsequent top-up investment by non-Accredited Investor a person other than an accredited investor that is a resident of Ontario Ontario, British Columbia, Manitoba, Québec, Alberta, Saskatchewan, Nova Scotia, New Brunswick or Xxxxxx Xxxxxx Island that is purchasing Units with an aggregate acquisition cost of less than $150,000, but already purchased Units of the same class or series as principal for an aggregate acquisition cost of not less than $150,000 paid in cash at the time of purchase, and at the date of this subscription owns Units with a net asset value or aggregate acquisition cost of not less than $150,000; or Other has the benefit of the following exemption (specify nature and source of exemption): Is the Subscriber a registrant under Canadian securities legislation? Yes No Is the Subscriber acting on behalf of or on the instructions of a thirdparty? Yes No If Yes, provide the following information regarding the third party: Name: Relationship with Subscriber: Principal business/ occupation: Address: Date of birth: Incorporation no./jurisdiction This agreement is not transferable or assignable by the Subscriber except with the consent of the Advisor Manager or by operation of law. This agreement may be signed in counterparts. Dated this day of , . (day) (month) (year) X Subscriber’s Signature Amount Subscribed for: $ Class of Units: Name and Address of Subscriber: Print Name – (Full Legal Name) (Affix seal if a corporation) Address (No P.O. Box Number) City, Province, Postal Code Telephone Number: Fax Number: Email Address: Is this a managed account? Yes No If you are a dealer or adviser acting on behalf of a fully managed account, you must complete Appendix 1 and may leave the rest of this page blank. Dealers without discretionary authority acquiring Units on behalf of multiple clients must complete a separate Subscription Agreement for each such client, including this page, and the client as Subscriber must sign this Subscription Agreement unless the dealer or another person has signing authority as agent or attorney (proof of such authority must be provided with this Subscription Agreement). If Subscriber is not an Individual: Type of Entity: Name and of Signatory Position of Signatory (if applicable) Date of Incorporation or Formation: Business Identification Number: Trust Identification Number: Date of Incorporation or Formation: If Subscriber is an Individual: By what given name are you commonly known? If Subscriber is an individual, his or her signature must To be witnessed by a person who is neither By what name are you commonly known? a minor or the spouse or child of the Subscriber): : Witness Date of Birth: Signature Place of Birth:_ Citizenship: Witness Name S.I.N.: Witness Address Employer’s Name and Address: Witness Address Joint Accounts: Each account holder must sign a copy Name of this Subscription Agreement and provide appropriate proof of identification. Co-Subscriber: You hereby confirm that the Units are to be held by each of you as joint tenants and not as tenants in common and we are hereby authorized to take orders from either of you alone. Unless you both instruct us differently, (i) allocations for tax purposes will be made to each of you in equal amounts, and (ii) distributions of profit and capital (including the payment of redemption proceeds) will be made and paid to the order of all joint account holders (if paid by cheque) or to the account from which wire payment for the subscription for Units was received. AIP Convertible Private Debt Fund LP SCHEDULE “A” CERTIFICATE OF ACCREDITED INVESTOR [To be completed and initialled by Subscriber if you checked the “Accredited Investor” box on page S-8 unless Subscriber is an individual that is an accredited investor solely by virtue of being referred to in paragraphs (j), (k) and/or (l) below.] TO: AIP Asset Management Inc. (the “Advisor”) In connection with the purchase by the undersigned purchaser (the “Subscriber”) of units of AIP Convertible Private Debt Fund LP (the “Partnership”), the Subscriber (or the signatory on behalf of the Subscriber) certifies for the benefit of the Partnership and the Advisor that the purchase and sale of securities to the Subscriber is otherwise subject to the securities legislation of, Ontario, and the Subscriber is (and will at the time of acceptance of this Subscription Agreement and any additional subscriptions be) an accredited investor within the meaning of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) or Section 73.3 of the Securities Act (Ontario), as applicable, in the category indicated below: PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY AND INITIAL:

Prospectus Exemptions. The Subscriber acknowledges that, if this Subscription Agreement is accepted, Units will be distributed to the Subscriber pursuant to a regulatory exemption from statutory requirements that would otherwise require the Partnership to deliver to the Subscriber a prospectus that complies with statutory requirements. In doing so, the Partnership will be relying on the following representations and certification by the Subscriber: The Subscriber hereby represents and certifies that the Subscriber is acting for his, her or its own account and is purchasing Units as principal (or is deemed by National Instrument 45-106 Prospectus and Registration Exemptions to be acting as principal) for investment purposes only and not with a view to resale and is one of the following [please check the appropriate box]: Accredited Investor a resident of Ontario that who meets the definition of “accredited investor” and has completed the Certificate of Accredited Investor attached as Schedule “A” or Form For Certain Individual Accredited Investors attached as Schedule “A-1” [please complete Schedule “A” or Schedule “A-1”]; or $150,000 minimum investment a person (other than an individual) that is a resident of Ontario and is purchasing Units with making a firm commitment to invest an aggregate cost to amount of at least $150,000 and, if neither an accredited investor nor an individual, the Subscriber of not less than $150,000 and has not been formed, created, established or incorporated for the purpose of permitting the purchase of the Units without a prospectus; or Subsequent top-up investment by non-Accredited Investor a resident of Ontario that and is purchasing Units with an aggregate acquisition cost of less than $150,000, but already purchased Units of the same class or series as principal for an acquisition cost of not less than $150,000 paid in cash at the time of purchase, and at the date of this subscription owns Units with a net asset value or aggregate acquisition cost of not less than at least $150,000; or Other has the benefit of the following exemption (specify nature and source of exemption): This agreement is not transferable or assignable by the Subscriber except with the consent of the Advisor Manager or by operation of law. This agreement may be signed in counterparts. Dated this day of , (day) (month) (year) X Subscriber’s Signature Amount Subscribed for: $ Class of Units: Name and Address of Subscriber: Telephone Number: Print Name – (Full Legal Name) (Affix seal if a corporation) Fax Number: Address (No P.O. Box Number) Email Address: City, Province, Postal Code Telephone Number: Fax Number: Email Address: If Subscriber is not an Individual: Business Identification Number: Type of Entity: Trust Identification Number: Name and Position of Signatory (if applicable) Date of Incorporation or Formation: Business Identification Number: Trust Identification Number: If Subscriber is an Individual: By what given name are you commonly known? If Subscriber is an individual, his or her signature must be witnessed by a person who is neither a minor or the spouse or child of the Subscriber): Witness Date of Birth: Signature Place of Birth:_ : Citizenship: Witness Name S.I.N.: Witness Address Employer’s Name and Address: Joint Accounts: Each account holder must sign a copy of this Subscription Agreement and provide appropriate proof of identification. You hereby confirm that the Units are to be held by each of you as joint tenants and not as tenants in common and we are hereby authorized to take orders from either of you alone. Unless you both instruct us differently, (i) allocations for tax purposes will be made to each of you in equal amounts, and (ii) distributions of profit and capital (including the payment of redemption proceeds) will be made and paid to the order of all joint account holders (if paid by cheque) or to the account from which wire payment for the subscription for Units was received. AIP Convertible Private Debt Xxxxxxxxxx & Company North American Opportunity Fund LP Investors’ Copy Subscription Agreement 2014.07.02 SCHEDULE “A” CERTIFICATE OF ACCREDITED INVESTOR [To be completed and initialled by Subscriber if you checked the “Accredited Investor” box on page S-8 unless Subscriber is an individual that is an accredited investor solely by virtue of being referred to in paragraphs (j), (k) and/or (l) below.] S-5:] TO: AIP Asset Xxxxxxxxxx & Company Capital Management Inc. (the “AdvisorManager”) In connection with the purchase by the undersigned purchaser (the “Subscriber”) of units of AIP Convertible Private Debt Xxxxxxxxxx & Company North American Opportunity Fund LP (the “Partnership”), the Subscriber (or the signatory on behalf of the Subscriber) certifies for the benefit of the Partnership and the Advisor Manager that the Subscriber is a resident of, or the purchase and sale of securities to the Subscriber is otherwise subject to the securities legislation of, Ontario, and the Subscriber is (and will at the time of acceptance of this Subscription Agreement and any additional subscriptions be) an accredited investor within the meaning of National Instrument 45-106 – Prospectus and Registration Exemptions (“NI 45-106”) or Section 73.3 of ). Specifically, the Securities Act (Ontario), as applicable, in the category indicated belowSubscriber is: PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY AND INITIAL:

Prospectus Exemptions. The Subscriber acknowledges that, if this Subscription Agreement is accepted, Units will be distributed to the Subscriber pursuant to a regulatory exemption from statutory requirements that would otherwise require the Partnership Trust to deliver to the Subscriber a prospectus that complies with statutory requirements. In doing so, the Partnership Trust will be relying on the following representations and certification by the Subscriber: The Subscriber hereby represents and certifies that the Subscriber is acting for his, her or its own account and is purchasing Units as principal (or is deemed by National Instrument 45-106 Prospectus and Registration Exemptions to be acting as principal) for investment purposes only and not with a view to resale and is one of the following [please check the appropriate box]: Accredited Investor a resident of Ontario that Quebec, Ontario, British Columbia or Alberta who meets the definition of “accredited investor” and has completed the Certificate of Accredited Investor attached as Schedule “A” or Form For Certain Individual Accredited Investors attached as Schedule “A-1” [please complete Schedule “A” or Schedule “A-1”]; or $150,000 minimum investment a person (person, other than an individual) , that is a resident of Quebec, Ontario or British Columbia and is purchasing Units with an aggregate cost to the Subscriber of not less than $150,000 and has not been formed, created, established or incorporated for the purpose of permitting the purchase of the Units without a prospectus; or Subsequent top-up investment by non-Accredited Investor a resident of Quebec, Ontario or British Columbia that is not an accredited investor and is purchasing Units with an aggregate acquisition cost of less than $150,000, but already purchased Units of the same class or series as principal for an acquisition cost of not less than $150,000 paid in cash at the time of purchase, and at the date of this subscription owns Units with a net asset value or aggregate acquisition cost of not less than at least $150,000; or Other has the benefit of the following exemption (specify nature and source of exemption): This agreement is not transferable or assignable by the Subscriber except with the consent of the Advisor Manager or by operation of law. This agreement may be signed in counterparts. Dated this day of , (day) (month) (year) X Subscriber’s Signature Amount Subscribed for: $ Class of Units: By investing in Units, the Subscriber specifically consents to the Trust acquiring from time to time shares of certain related and connected issuers as identified in Schedule “E”, as it may be updated from time to time. Name and Address of Subscriber: Print Name – (Full Legal Name) (Affix seal if a corporation) Address (No P.O. Box Number) City, Province, Postal Code Telephone Number: Fax Number: Email Address: If Subscriber is not an Individual: Type of Entity: Name and Position of Signatory (if applicable) Date of Incorporation or Formation: Business Identification Number: Trust Identification Number: If Subscriber is an Individual: By what given name are you commonly known? If Subscriber is an individual, his or her signature must be witnessed by a person who is neither a minor or the spouse or child of the Subscriber): Witness Date of Birth: Signature Place of Birth:_ Citizenship: S.I.N.: Witness Name S.I.N.: Witness Address Employer’s Name and Address: Witness Address Joint Accounts: Each account holder must sign a copy of this Subscription Agreement and provide appropriate proof of identification. You hereby confirm that the Units are to be held by each of you as joint tenants and not as tenants in common and we are hereby authorized to take orders from either of you alone. . Unless you both instruct us differently, (i) allocations for tax purposes will be made to each of you in equal amounts, and (ii) distributions of profit and capital (including the payment of redemption proceeds) will be made and paid to the order of all joint account holders (if paid by cheque) or to the account from which wire payment for the subscription for Units was received. AIP Convertible Private Debt Fund LP SCHEDULE “A” CERTIFICATE OF ACCREDITED INVESTOR [To be completed and initialled by Subscriber if you checked the “Accredited Investor” box on page S-8 S-5, unless Subscriber is an individual that is an accredited investor solely by virtue of being referred to in paragraphs (j), (k) and/or or (l) below.] : TO: AIP Asset LionGuard Capital Management Inc. (the “AdvisorManager”) In connection with the purchase by the undersigned purchaser (the “Subscriber”) of units of AIP Convertible Private Debt LionGuard Opportunities Trust Fund LP (the “PartnershipTrust”), the Subscriber (or the signatory on behalf of the Subscriber) certifies for the benefit of the Partnership Trust and the Advisor Manager that the Subscriber is a resident of, or the purchase and sale of securities to the Subscriber is otherwise subject to the securities legislation of, Quebec, Ontario, British Columbia or Alberta, and the Subscriber is (and will at the time of acceptance of this Subscription Agreement and any additional subscriptions be) an accredited investor within the meaning of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) or or, for Ontario residents, Section 73.3 of the Securities Act (Ontario), as applicable, ) in the category indicated below: PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY AND INITIAL:

Prospectus Exemptions. The Subscriber acknowledges that, if this Subscription Agreement is accepted, Units will be distributed to the Subscriber pursuant to a regulatory exemption from statutory requirements that would otherwise require the Partnership Fund to deliver to the Subscriber a prospectus that complies with statutory requirements. In doing so, the Partnership Fund will be relying on the following representations and certification by the Subscriber: The Subscriber hereby represents and certifies that the Subscriber is acting for his, her or its own account and is purchasing Units as principal (or is deemed by National Instrument 45-106 Prospectus Exemptions to be acting as principal) for investment purposes only and not with a view to resale and is one of the following [please check the appropriate box]: Accredited Investor a resident of Ontario Ontario, Alberta, British Columbia, Manitoba, Québec, Saskatchewan, Xxxxxx Xxxxxx Island, New Brunswick or Nova Scotia that meets the definition of “accredited investor” and has completed the Certificate of Accredited Investor attached as Schedule “A” or Form For Certain Individual Accredited Investors attached as Schedule “A-1” [please complete Schedule “A” or Schedule “A-1”]; or $150,000 minimum investment a person (other than an individual) that is a resident of Ontario Ontario, British Columbia, Manitoba, Québec, Alberta, Saskatchewan, Xxxxxx Xxxxxx Island, New Brunswick or Nova Scotia and is purchasing Units with an aggregate cost to the Subscriber of not less than $150,000 and has not been formed, created, established or incorporated for the purpose of permitting the purchase of the Units without a prospectus; or Subsequent top-up investment by non-Accredited Investor a resident of Ontario Ontario, British Columbia, Manitoba, Québec, Alberta, Saskatchewan, Xxxxxx Xxxxxx Island, New Brunswick or Nova Scotia that is purchasing Units with an aggregate acquisition cost of less than $150,000, but already purchased Units of the same class or series as principal for an acquisition cost of not less than $150,000 paid in cash at the time of purchase, and at the date of this subscription owns Units with a net asset value or aggregate acquisition cost of not less than $150,000; or Other has the benefit of the following exemption (specify nature and source of exemption): Is the Subscriber a registrant under Canadian securities legislation? Yes No Is the Subscriber acting on behalf of or on the instructions of a third party? Yes No If Yes, provide the following information regarding the third party: Name: Relationship with Subscriber: Principal business/ occupation: Address: Date of birth: Incorporation no./jurisdiction This agreement is not transferable or assignable by the Subscriber except with the consent of the Advisor Manager or by operation of law. This agreement may be signed in counterparts. Dated this day of , . (day) (month) (year) X Subscriber’s Signature Amount Subscribed for: $ Class Series of Units: Name and Address of Subscriber: Print Name – (Full Legal Name) (Affix seal if a corporation) Address (No P.O. Box Number) City, Province, Postal Code Telephone Number: Fax Number: Email Address: If Subscriber is not an Individual: Type of Entity: Name and Position of Signatory (if applicable) Date of Incorporation or Formation: Business Identification Number: Trust Identification Number: Date of Incorporation or Formation: Position of Signatory If Subscriber is an Individual: By what given name are you commonly known? If Subscriber is an individual, his or her signature must be witnessed by a person who is neither a minor or the spouse or child of the Subscriber): Witness Date of Birth: Signature Place of Birth:_ : Citizenship: Witness Name S.I.N.: Witness Address Employer’s Name and Address: Joint Accounts: Each account holder must sign a copy Name of this Subscription Agreement and provide appropriate proof of identification. Co-Subscriber: You hereby confirm that the Units are to be held by each of you as joint tenants and not as tenants in common and we are hereby authorized to take orders from either of you alone. Unless you both instruct us differently, (i) allocations for tax purposes will be made to each of you in equal amounts, and (ii) distributions of profit and capital (including the payment of redemption proceeds) will be made and paid to the order of all joint account holders (if paid by cheque) or to the account from which wire payment for the subscription for Units was received. AIP Convertible Private Debt Fund LP SCHEDULE “A” CERTIFICATE OF ACCREDITED INVESTOR [To be completed and initialled by Subscriber if you checked the “Accredited Investor” box on page S-8 S-7 unless Subscriber is an individual that is an accredited investor solely by virtue of being referred to in paragraphs (j), (k) and/or (l) below.] TO: AIP Asset HGC Investment Management Inc. (the “AdvisorManager”) In connection with the purchase by the undersigned purchaser (the “Subscriber”) of units of AIP Convertible Private Debt HGC Arbitrage Fund LP (the “Partnership”)Trust, the Subscriber (or the signatory on behalf of the Subscriber) certifies for the benefit of the Partnership and the Advisor Manager that the Subscriber is a resident of, or the purchase and sale of securities to the Subscriber is otherwise subject to the securities legislation of, Ontario, Alberta, British Columbia, Manitoba, Québec, Saskatchewan, Nova Scotia, New Brunswick or Xxxxxx Xxxxxx Island and the Subscriber is (and will at the time of acceptance of this Subscription Agreement and any additional subscriptions be) an accredited investor within the meaning of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) or Section 73.3 of the Securities Act (Ontario), as applicable, ) in the category indicated below: PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY AND INITIAL:

Prospectus Exemptions. The Subscriber acknowledges that, if this Subscription Agreement is accepted, Units will be distributed to the Subscriber pursuant to a regulatory exemption from statutory requirements that would otherwise require the Partnership Fund to deliver to the Subscriber a prospectus that complies with statutory requirements. In doing so, the Partnership Fund will be relying on the following representations and certification by the Subscriber: The Subscriber hereby represents and certifies that the Subscriber is acting for his, her or its own account and is purchasing Units as principal (or is deemed by National Instrument 45-106 Prospectus Exemptions to be acting as principal) for investment purposes only and not with a view to resale and is one of the following [please check the appropriate box]: Accredited Investor a resident of Ontario that who meets the definition of “accredited investor” and has completed the Certificate of Accredited Investor attached as Schedule “A” or and, if applicable, the Form For Certain Individual Accredited Investors attached as Schedule “A-1” [please complete Schedule “A” or and, if applicable, Schedule “A-1”]; or $150,000 minimum investment a person (person, other than an individual) , that is a resident of Ontario and is purchasing Units with an aggregate acquisition cost to the Subscriber of not less than $150,000 and has not been formed, created, established or incorporated for the purpose of permitting the purchase of the Units without a prospectus; or Subsequent top-up investment by a non-Accredited Investor a person other than an accredited investor that is a resident of Ontario that and is purchasing Units with an aggregate acquisition cost of less than $150,000, but already purchased Units of the same class or series as principal for an acquisition cost of not less than $150,000 paid in cash at the time of purchase, and at the date of this subscription owns Units with a net asset value or aggregate acquisition cost of not less than $150,000; or Other a resident of Ontario who has the benefit of the following exemption (specify nature and source of exemption): Is the Subscriber a registrant under Canadian securities legislation? Is the Subscriber acting on behalf of or on the instructions of a third party? Yes No Yes No If Yes, provide the following information regarding the third party: Name: Relationship with Subscriber: Principal business/ occupation: Address: Date of birth: Incorporation no./jurisdiction: This agreement is not transferable or assignable by the Subscriber except with the consent of the Advisor Manager or by operation of law. This agreement may be signed in counterparts. Dated this day of , . (day) (month) (year) X Subscriber’s Signature Amount Subscribed for: $ Class of Units: Name and Address of Subscriber: Telephone Number: Print Name – (Full Legal Name) (Affix seal if a corporation) Fax Number: Address (No P.O. Box Number) Email Address: City, Province, Postal Code Telephone Number: Fax Number: Email Address: If Subscriber is not an Individual: Business Identification Number: Type of Entity: Trust Identification Number: Name and Position of Signatory (if applicable) Date of Incorporation or Formation: Business Identification Number: Trust Identification Number: If Subscriber is an Individual: By what given name are you commonly known? If Subscriber is an individual, his or her signature must be witnessed by a person who is neither a minor or the spouse or child of the Subscriber): Witness Date of Birth: Signature Place of Birth:_ : Citizenship: Witness Name S.I.N.: Witness Address Principal Business or Occupation: Employer’s Name and Address: Joint Accounts: Name of Co-Subscriber: Each account holder must sign a copy of this Subscription Agreement and provide appropriate proof of identification. You hereby confirm that the Units are to be held by each of you as joint tenants and not as tenants in common and we are hereby authorized to take orders from either of you alone. Unless you both instruct us differently, (i) allocations for tax purposes will be made to each of you in equal amounts, and (ii) distributions of profit and capital (including the payment of redemption proceeds) will be made and paid to the order of all joint account holders (if paid by cheque) or to the account from which wire payment for the subscription for Units was received. AIP Convertible Private Debt Fund LP SCHEDULE “A” CERTIFICATE OF ACCREDITED INVESTOR [To be completed and initialled by Subscriber if you checked the “Accredited Investor” box on page S-8 unless Subscriber is an individual that is an accredited investor solely by virtue of being referred to in paragraphs (j), (k) and/or (l) below6.] TO: AIP Asset Management Rocklinc Investment Partners Inc. (the “AdvisorManager”) In connection with the purchase by the undersigned purchaser (the “Subscriber”) of units of AIP Convertible Private Debt Rocklinc Partners Fund LP (the “PartnershipFund”), the Subscriber (or the signatory on behalf of the Subscriber) certifies for the benefit of the Partnership Manager and the Advisor Fund that the Subscriber is a resident of, or the purchase and sale of securities to the Subscriber is otherwise subject to the securities legislation of, Ontario, Ontario and the Subscriber is (and will at the time of acceptance of this Subscription Agreement and any additional subscriptions be) an accredited investor within the meaning of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) or Section 73.3 of the Securities Act (Ontario), as applicable, ) in the category indicated below: PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY AND INITIAL:

Prospectus Exemptions. The Subscriber acknowledges that, if this Subscription Agreement is accepted, Units will be distributed to the Subscriber pursuant to a regulatory exemption from statutory requirements that would otherwise require the Partnership to deliver to the Subscriber a prospectus that complies with statutory requirements. In doing so, the Partnership will be relying on the following representations and certification by the Subscriber: The Subscriber hereby represents and certifies that the Subscriber is acting for his, her or its own account and is purchasing Units as principal (or is deemed by National Instrument 45-106 Prospectus Exemptions to be acting as principal) for investment purposes only and not with a view to resale and is one of the following [please check the appropriate box]: Accredited Investor a resident of Ontario that Ontario, British Columbia or Alberta who meets the definition of “accredited investor” and has completed the Certificate of Accredited Investor attached as Schedule “A” or and, if applicable, the Form For Certain Individual Accredited Investors attached as Schedule “A-1” [please complete Schedule “A” or and, if applicable, Schedule “A-1”]; or $150,000 minimum investment a person (person, other than an individual) , that is a resident of Ontario or British Columbia and is purchasing Units with an aggregate acquisition cost to the Subscriber of not less than $150,000 and has not been formed, created, established or incorporated for the purpose of permitting the purchase of the Units without a prospectus; or Subsequent top-up investment by a non-Accredited Investor a person other than an accredited investor that is a resident of Ontario that Ontario, British Columbia or Alberta and is purchasing Units with an aggregate acquisition cost of less than $150,000, but already purchased Units of the same class or series as principal for an acquisition cost of not less than $150,000 paid in cash at the time of purchase, and at the date of this subscription owns Units with a net asset value or aggregate acquisition cost of not less than $150,000; or Other a resident of Ontario, British Columbia or Alberta who has the benefit of the following exemption (specify nature and source of exemption): Is the Subscriber a registrant under Canadian securities legislation? Is the Subscriber acting on behalf of or on the instructions of a third party? Yes No Yes No If Yes, provide the following information regarding the third party: Name: Relationship with Subscriber: Principal business/ occupation: Address: Date of birth: Incorporation no./jurisdiction: AMOUNT SUBSCRIBED FOR Class F: $ QUARTERLY DISTRIBUTIONS ELECTION The Subscriber wishes to:  receive cash distributions OR  have distributions re-invested in additional Units The Subscriber may change their election by providing 30 days’ prior written notice to the Manager. The Subscriber acknowledges that proceeds from the subscription will be invested by the Partnership by purchasing Canadian-based equipment and property subject to commercial or consumer leases, and commercial and consumer loans, and related rights from Vault Credit Corporation (“Vault Credit”), Vault Home Credit Corporation (“Vault Home”) and Rifco National Auto Finance Corporation (“Rifco”), which are related to the Manager, and other entities related to the Manager from time to time, and consents to same. Xxxx Xxxx, the Chief Investment Officer and Portfolio Manager of the Manager, is also the Chief Executive Officer of Chesswood Group Limited (“Chesswood”), a TSX-listed company formed under the laws of Ontario and the parent company of the Manager. Each of Vault Credit, Vault Home and Rifco are controlled by Chesswood. The conflicts of interests associated with these arrangements will be managed and mitigated by ensuring that such transactions are conducted on terms equivalent to those that would be negotiated between arms’ length parties. By checking the following box, the Subscriber confirms that it has read and understands the above prior to making this investment. Yes This agreement is not transferable or assignable by the Subscriber except with the consent of the Advisor Manager or by operation of law. This agreement may be signed in counterparts. Dated this day of _ , (day) (month) (year) X Subscriber’s Signature Amount Subscribed for: $ Class of Units: Name and Address of Subscriber: Print Name – (Full Legal Name) (Affix seal if a corporation) Address (No P.O. Box Number) City, Province, Postal Code Telephone Number: Fax Number: Email Address: If Subscriber is not an Individual: Type of Entity: Name and Position of Signatory (if applicable) Date of Incorporation or Formation: Business Identification Number: Trust Identification Number: If Subscriber is an Individual: By what given name are you commonly known? If Subscriber is an individual, his or her signature must be witnessed by a person who is neither a minor or the spouse or child of the Subscriber): Witness Date of Birth: Signature Place of Birth:_ Citizenship: Witness Name S.I.N.: Witness Address Employer’s Name and Address: Joint Accounts: Each account holder must sign a copy of this Subscription Agreement and provide appropriate proof of identification. You hereby confirm that the Units are to be held by each of you as joint tenants and not as tenants in common and we are hereby authorized to take orders from either of you alone. Unless you both instruct us differently, (i) allocations for tax purposes will be made to each of you in equal amounts, and (ii) distributions of profit and capital (including the payment of redemption proceeds) will be made and paid to the order of all joint account holders (if paid by cheque) or to the account from which wire payment for the subscription for Units was received. AIP Convertible Private Debt Fund LP SCHEDULE “A” CERTIFICATE OF ACCREDITED INVESTOR [To be completed and initialled by Subscriber if you checked the “Accredited Investor” box on page S-8 unless Subscriber is an individual that is an accredited investor solely by virtue of being referred to in paragraphs (j), (k) and/or (l) below.] TO: AIP Asset Management Inc. (the “Advisor”) In connection with the purchase by the undersigned purchaser (the “Subscriber”) of units of AIP Convertible Private Debt Fund LP (the “Partnership”), the Subscriber (or the signatory on behalf of the Subscriber) certifies for the benefit of the Partnership and the Advisor that the purchase and sale of securities to the Subscriber is otherwise subject to the securities legislation of, Ontario, and the Subscriber is (and will at the time of acceptance of this Subscription Agreement and any additional subscriptions be) an accredited investor within the meaning of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) or Section 73.3 of the Securities Act (Ontario), as applicable, in the category indicated below: PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY AND INITIAL:

Prospectus Exemptions. The Subscriber acknowledges that, if this Subscription Agreement is accepted, Units will be distributed to the Subscriber pursuant to a regulatory exemption from statutory requirements that would otherwise require the Partnership Fund to deliver to the Subscriber a prospectus that complies with statutory requirements. In doing so, the Partnership Fund will be relying on the following representations and certification by the Subscriber: The Subscriber hereby represents and certifies that the Subscriber is acting for his, her or its own account and is purchasing Units as principal (or is deemed by National Instrument 45-106 Prospectus Exemptions to be acting as principal) for investment purposes only and not with a view to resale and is one of the following [please check the appropriate box]: Accredited Investor a resident of Ontario a province or territory of Canada that meets the definition of “accredited investor” and has completed the Certificate of Accredited Investor attached as Schedule “A” or Form For Certain Individual Accredited Investors attached as Schedule “A-1” [please complete Schedule “A” or Schedule “A-1”]; or $150,000 minimum investment a person (other than an individual) individual that is a resident of Ontario a province or territory of Canada (other than Alberta) and is purchasing Units with an aggregate cost to the Subscriber of not less than $150,000 and has not been formed, created, established or incorporated for the purpose of permitting the purchase of the Units without a prospectus; or Subsequent top-up investment by non-Accredited Investor a person other than an accredited investor that is a resident of Ontario that a province or territory of Canada (other than Alberta) and is purchasing Units with an aggregate acquisition cost of less than $150,000, but already purchased Units of the same class or series as principal for an acquisition cost of not less than $150,000 paid in cash at the time of purchase, and at the date of this subscription owns Units with a net asset value or aggregate acquisition cost of not less than $150,000; or Other has the benefit of the following exemption (specify nature and source of exemption): This agreement is not transferable or assignable by the Subscriber except with the consent of the Advisor or by operation of law. This agreement may be signed in counterparts. Dated this day of , (day) (month) (year) X Subscriber’s Signature Amount Subscribed for: $ Class of Units: Name and Address of Subscriber: Print Name – (Full Legal Name) (Affix seal if a corporation) Address (No P.O. Box Number) City, Province, Postal Code Telephone Number: Fax Number: Email Address: If Subscriber is not an Individual: Type of Entity: Name and Position of Signatory (if applicable) Date of Incorporation or Formation: Business Identification Number: Trust Identification Number: If Subscriber is an Individual: By what given name are you commonly known? If Subscriber is an individual, his or her signature must be witnessed by a person who is neither a minor or the spouse or child of the Subscriber): Witness Date of Birth: Signature Place of Birth:_ Citizenship: Witness Name S.I.N.: Witness Address Employer’s Name and Address: Joint Accounts: Is this a joint account? Yes No If yes, name of other joint account holder(s): Each account holder must sign complete a separate copy of this Subscription Agreement and provide appropriate proof of identification. You hereby confirm that the Units are to be held by each of you as joint tenants and not as tenants in common and we are hereby authorized to take orders from either of you alone. Unless you both instruct us differently, (i) allocations for tax purposes will be made to each of you in equal amounts, and (ii) distributions of profit and capital (including the payment of redemption proceeds) will be made and paid to the order of all joint account holders (if paid by cheque) or to the account from which wire payment for the subscription for Units was received. AIP Convertible Private Debt a resident of a province or territory of Canada or other jurisdiction where the Units may lawfully be sold that has the benefit of the following exemption (specify nature and source of exemption): Is the Subscriber a politically exposed foreign person (as defined on page 4)? Is the Subscriber a registrant under Canadian securities legislation? Is the Subscriber acting on behalf of or on the instructions of a third party? If Yes, provide the following information regarding the third party: Yes Yes Yes No No No Name: Principal business/ occupation: Relationship with Subscriber: Date of birth: Address: Incorporation no./jurisdiction: This agreement is not transferable or assignable by the Subscriber. Dated this day of , . This agreement may be signed in counterparts and delivered electronically. (month) (year) Subscription: The Subscriber hereby subscribes for Units of Xxxxxxxx Park Credit Strategies Fund LP as follows: By executing this Subscription, the Subscriber acknowledges and agrees to be bound by the terms and conditions hereof. X Series* Amount Front-End Sales Charge Series B Units $ % Series BD Units $ % Series G Units $ % Series H Units $ % Series HD Units $ % Series I Units $ % Series ID Units $ % Series USD-I Units US$ % Series USD-ID Units US$ % Series M Units $ % Series S Units $ Nil Signature If you are subscribing for Series BD, HD, ID or USD-ID Units, please indicate how you wish to receive cash distributions: [check one] By cheque, payable to the Subscriber and delivered to the address shown below. By wire transfer to the account shown on Schedule “L” (Schedule “L” must be completed for this option). Other: [please provide details] Name and Address of Subscriber: (Manager Only) Valuation Date: Price Per Unit: $ No. of Units Issued: CI Account Number: Print Name - (Full Legal Name) (Affix seal if a corporation) Address (No P.O. Box Number) If subscriber is an individual, his or her signature must be witnessed by a person who is neither a minor or the spouse or child of the Subscriber): City, Province, Postal Code Witness: Telephone Number: Signature Fax Number: Name Email Address: Address If Subscriber is an individual: By what given name are you commonly known? If a Subscriber’s Agent is acting on behalf of multiple Subscribers, details of each must be provided in an acceptable Addendum. If Subscriber is not an individual: Name and Position of Signatory (if applicable) Date of Birth: Citizenship: S.I.N.: Trust Identification Number: Business Identification Number: Principal Business or Occupation: Date of Incorporation/ Formation: Is the account holder to be a registered plan (e.g. RRSP, RESP)? Yes No Employer’s Name and Address: SCHEDULE “A” CERTIFICATE OF ACCREDITED INVESTOR [To be completed and initialled by Subscriber if you checked the “Accredited Investor” box on page S-8 6 unless Subscriber is an individual that is an accredited investor solely by virtue of being referred to in paragraphs (j), (k) and/or (l) below.] :] TO: AIP Xxxxxxxx Park Asset Management Inc. Ltd. (the “AdvisorManager”) In connection with the purchase by the undersigned purchaser (the “Subscriber”) of units of AIP Convertible Private Debt Fund LP (the “Partnership”)Xxxxxxxx Park Credit Strategies Fund, the Subscriber (or the signatory on behalf of the Subscriber) certifies for the benefit of the Partnership and Manager that the Advisor that Subscriber is a resident of, or the purchase and sale of securities to the Subscriber is otherwise subject to the securities legislation of, Ontario, a province or territory of Canada and the Subscriber is (and will at the time of acceptance of this Subscription Agreement and any additional subscriptions be) an accredited investor within the meaning of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) or Section 73.3 of the Securities Act (Ontario), as applicable, ) in the category indicated below: PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY CATEGORY, AND INITIAL:

Prospectus Exemptions. The Subscriber acknowledges that, if this Subscription Agreement is accepted, Units will be distributed to the Subscriber pursuant to a regulatory exemption from statutory requirements that would otherwise require the Partnership Fund to deliver to the Subscriber a prospectus that complies with statutory requirements. In doing so, the Partnership Fund will be relying on the following representations and certification by the Subscriber: The Subscriber hereby represents and certifies that the Subscriber is acting for his, her or its own account and is purchasing Units as principal (or is deemed by National Instrument 45-106 Prospectus Exemptions to be acting as principal) for investment purposes only and not with a view to resale and is one of the following [please check the appropriate box]: Accredited Investor a resident of Ontario that British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick or Nova Scotia who meets the definition of “accredited investor” and has completed the Certificate of Accredited Investor attached as Schedule “A” or Form For Certain Individual Accredited Investors attached as Schedule “A-1” [please complete Schedule “A” or Schedule “A-1”]; or $150,000 minimum investment a person (person, other than an individual) , that is a resident of Ontario and British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick or Nova Scotia, is purchasing Units with an aggregate cost to the Subscriber of not less than $150,000 and has not been formed, created, established or incorporated for the purpose of permitting the purchase of the Units without a prospectus; or Subsequent top-up investment by non-Accredited Investor a person other than an accredited investor that is a resident of Ontario British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick or Nova Scotia that is purchasing Units with an aggregate acquisition cost of less than $150,000, but already purchased Units of the same class or series as principal for an acquisition cost of not less than $150,000 paid in cash at the time of purchase, and at the date of this subscription owns Units with a net asset value or aggregate acquisition cost of not less than $150,000; or Other has the benefit of the following exemption (specify nature and source of exemption): This agreement is not transferable or assignable by the Subscriber except with the consent of the Advisor Manager or by operation of law. This agreement may be signed in counterparts. Dated this day of , (day) (month) (year) X Subscriber’s Signature Amount Subscribed for: $ Class of Units: Name and Address of Subscriber: Print Name – (Full Legal Name) (Affix seal if a corporation) Address (No P.O. Box Number) City, Province, Postal Code Telephone Number: Fax Number: Email Address: If Subscriber is not an Individual: Type of Entity: ’s Signature Name and Position of Signatory (if applicable) Date of Incorporation or Formation: Business Identification Number: Trust Identification Number: If Subscriber is an Individual: By what given name are you commonly known? If Subscriber is an individual, his or her signature must be witnessed by a person who is neither a minor or the spouse or child of the Subscriber): Witness Date of Birth: Signature Place of Birth:_ Citizenship: Witness Name S.I.N.: Witness Address Employer’s Name and Address: Joint Accounts: Each account holder must sign a copy of this Subscription Agreement and provide appropriate proof of identification. You hereby confirm that the Units are to be held by each of you as joint tenants and not as tenants in common and we are hereby authorized to take orders from either of you alone. Unless you both instruct us differently, (i) allocations for tax purposes will be made to each of you in equal amounts, and (ii) distributions of profit and capital (including the payment of redemption proceeds) will be made and paid to the order of all joint account holders (if paid by cheque) or to the account from which wire payment for the subscription for Units was received. AIP Convertible Private Debt Fund LP SCHEDULE “A” CERTIFICATE OF ACCREDITED INVESTOR [To be completed and initialled by Subscriber if you checked the “Accredited Investor” box on page S-8 unless Subscriber is an individual that is an accredited investor solely by virtue of being referred to in paragraphs (j), (k) and/or (l) below.] TO: AIP Asset Management Inc. (the “Advisor”) In connection with the purchase by the undersigned purchaser (the “Subscriber”) of units of AIP Convertible Private Debt Fund LP (the “Partnership”), the Subscriber (or the signatory on behalf of the Subscriber) certifies for the benefit of the Partnership and the Advisor that the purchase and sale of securities to the Subscriber is otherwise subject to the securities legislation of, Ontario, and the Subscriber is (and will at the time of acceptance of this Subscription Agreement and any additional subscriptions be) an accredited investor within the meaning of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) or Section 73.3 of the Securities Act (Ontario), as applicable, in the category indicated below: PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY AND INITIAL: