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]: 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 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 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 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. 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:

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]: 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 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 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 has the benefit of the following exemption (specify nature and source of exemption): 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: 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 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. 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:.

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]: 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 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 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 a resident of Ontario who has the benefit of the following exemption (specify nature and source of exemption): 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 SubscriberTelephone 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 Business Identification Number: Fax Number: Email Address: If Subscriber is not an Individual: 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. 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:

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]: a resident of Ontario British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Newfoundland & Labrador, Nova Scotia or Northwest Territories 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 a person (person, other than an individual) , that is a resident of Ontario and British Columbia, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Newfoundland & Labrador, Nova Scotia or Northwest Territories, 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 a person that is a resident of Ontario that British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Newfoundland & Labrador, Nova Scotia or Northwest Territories 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 has the benefit of the following exemption (specify nature and source of exemption): 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 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: If Subscriber is not an Individual: Date of Incorporation or Formation: Type of Entity: Business Number (15 digit number for Canadian Income Tax): 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: 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. Name and Address of Registrant Firm Subscribing on behalf of Managed Accounts: Print Full Legal Name Address City, Province, Postal Code Name and Title of Second Authorized Signatory (if required) Name of Individual Portfolio Manager Email Address of Portfolio Manager Telephone Number of Portfolio Manager X Signature of Individual Portfolio Manager X Signature of Second Authorized Signatory (if required) For each managed account please provide the following information (either below or in a separate spreadsheet acceptable to the Manager): [Manager Only] Valuation Date Name and Address of Account Holder Tax Identifier Subscription No. of Units Series of Units Price/ Unit (SIN/TIN/BN) Amount ($) TO: AIP Asset Management Inc. Canoe Financial LP (the “AdvisorManager”) In connection with the purchase by the undersigned purchaser (the “Subscriber”) of units of AIP Convertible Private Debt Canoe Energy Alpha 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, British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Newfoundland & Labrador, Nova Scotia or Northwest Territories 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:

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]: 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 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 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 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: 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. 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:

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]: a resident of Ontario Ontario, Alberta, British Columbia, Manitoba, Québec, Saskatchewan, ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 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 formedOntario, createdBritish Columbia, established Manitoba, Québec, Alberta, Saskatchewan, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island, New Brunswick or incorporated for the purpose of permitting the purchase of the Units without a prospectus; or a resident of Ontario 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 has the benefit of the following exemption (specify nature and source of exemption): Is the Subscriber a registrant under Canadian securities legislation? Yes No 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 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. 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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:

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 Unless the Subscriber is acting purchasing under Section 7.1(j) hereof, it is purchasing the Shares as principal 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) account, not for the benefit of any other person, for investment purposes only and not with a view to the resale and is one or distribution of all or any of the following [please check the appropriate box]: a Shares, it is resident of Ontario that meets the definition of “accredited investor” and has completed the Certificate of Accredited Investor attached as Schedule “A” in or Form For Certain Individual Accredited Investors attached as Schedule “A-1” [please complete Schedule “A” or Schedule “A-1”]; or a person (other than an individual) that is a resident of Ontario and is purchasing Units with an aggregate cost otherwise subject 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 applicable securities laws of the Units without a prospectus; or a resident of Ontario that is purchasing Units with an aggregate acquisition cost of less than $150,000, but already purchased Units of jurisdiction set out as 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 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 ” on 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 face page of this Subscription Agreement and provide appropriate proof it fully complies with one 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, criteria set forth below: (i) allocations for tax purposes the Subscriber is resident in any Province or Territory in Canada and he/she/it is an “accredited investor” (and will be made to each of you in equal amounts, and (ii) distributions of profit and capital (including at 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. 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 closing of the Subscriber) certifies for the benefit of the Partnership and the Advisor that the purchase issue 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 beShares) an accredited investor within the meaning of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) or , and in Ontario, as defined in Section 73.3 of the Securities Act (Ontario) as supplemented by the definition in NI 45-106, by virtue of satisfying the indicated criterion as set out in Appendix I to Schedule “A” (THE SUBSCRIBER MUST ALSO INITIAL THE APPROPRIATE LINE IN APPENDIX I TO SCHEDULE “A” AND, IF APPLICABLE, COMPLETE EACH QUESTION WHICH FOLLOWS THAT PARTICULAR PORTION OF THE DEFINITION). If the Subscriber is an individual relying on paragraph (j), as applicable(k) or (l) of the “accredited investor” definition in Appendix I to Schedule “A”, the Subscriber has duly completed and signed two copies of Form 45- 106F9 – “Form for Individual Accredited Investors” in the category indicated belowform attached hereto as Appendix II to Schedule “A”. In addition, if the Subscriber is an individual relying on paragraph (j), (j.1), (k) or (l) of the “accredited investor” definition in Appendix I to Schedule “A”, the Subscriber has duly completed and signed the Accredited Investor Questionnaire attached hereto as Appendix III to Schedule “A”. The Subscriber 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; or (ii) it is resident in any Province or Territory in Canada, and it has concurrently executed and delivered a Representation Letter in the form attached as Schedule “A” to this Subscription Agreement and has completed Appendix IV thereto indicating that the Subscriber satisfies (and will satisfy at the Closing Time) one of the categories set forth therein under the family, friends and business associates exemption under NI 45-106, and if the Subscriber is from Ontario, the company must not be an investment fund and the Subscriber has completed Appendix V of Schedule “A” and if the Subscriber is from Saskatchewan the Subscriber has completed Appendix VI of Schedule “A”; or (iii) it is resident in any Province or Territory in Canada, it is not an individual, and it was not, or the Beneficial Purchaser for who it is contracting hereunder was not, as the case may be, created or used solely to purchaser or hold securities in reliance on the minimum amount exemption from the prospectus requirements provided for under Section 2.10 of NI 45-106, and it is either purchasing the Shares: A. as principal and not for the benefit of any other person, and the aggregate acquisition cost for the Shares, payable by the Subscriber in cash at the time of the distribution, is not less than CAD$150,000; or B. as agent for a Beneficial Purchaser disclosed on the execution page of this Subscription Agreement, and it 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 it is contracting hereunder is purchasing as principal and not for the benefit of any other person, and the aggregate acquisition cost for the Shares, payable by such Beneficial Purchaser in cash at the time of the distribution, is not less than CAD$150,000; or (iv) it is a resident of, or otherwise subject to, the securities laws of a jurisdiction other than Canada or the United States and it has concurrently executed and delivered a Representation Letter in the form attached as Schedule “A” to this Subscription Agreement and has completed Appendix VII thereto and either it satisfies one of the categories set out in Section 7.1(i)(i) to (iv) above or the Subscriber acknowledges that: A. no securities commission, agency, governmental authority, regulatory body, stock exchange or similar authority has reviewed or passed on the merits of the Offered Securities nor have any such agencies or authorities made any recommendations or endorsement with respect to the Offered Securities; B. there is no government or other insurance covering the Offered Securities; C. there are risks associated with the purchase of the Offered Securities; D. there are restrictions on the Subscriber’s ability to resell the Offered Securities and it is the responsibility of the Subscriber finds out what these restrictions are and to comply with those restrictions before selling the Offered Securities; and E. the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirement to provide the Subscriber with a prospectus under the Securities Laws and, as a consequence of acquiring the Securities pursuant to such exemption certain protections, rights and remedies provided by the Securities Laws, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectus, will not be available to the Subscriber, the common law may not provide the Subscriber with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement. (v) it is a U.S. Person or purchasing the Shares for the account or benefit of a U.S. Person or a person in the United States, is an “accredited investors” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act, has completed Appendix VIII of Schedule “A” either it satisfies one of the categories set out in Section 7.1(i)(i) to (iv) above or the Subscriber acknowledges that: A. no securities commission, agency, governmental authority, regulatory body, stock exchange or similar authority has reviewed or passed on the merits of the Offered Securities nor have any such agencies or authorities made any recommendations or endorsement with respect to the Offered Securities; B. there is no government or other insurance covering the Offered Securities; C. there are risks associated with the purchase of the Offered Securities; D. there are restrictions on the Subscriber’s ability to resell the Offered Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with those restrictions before selling the Offered Securities; and E. the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirement to provide the Subscriber with a prospectus under the Securities Laws and, as a consequence of acquiring the Offered Securities pursuant to such exemption certain protections, rights and remedies provided by the Securities Laws, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectus, will not be available to the Subscriber, the common law may not provide the Subscriber with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement.

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]: 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 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 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 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. 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:

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]: 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 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 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 a resident of Ontario, British Columbia or Alberta who has the benefit of the following exemption (specify nature and source of exemption): Name: Relationship with Subscriber: Principal business/ occupation: Address: Date of birth: Incorporation no./jurisdiction: Class F: $  receive cash distributions  have distributions re-invested in additional Units 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. ▇▇▇▇ ▇▇▇▇, 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. 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. 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:.

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]: 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 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 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 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. 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:):

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]: a resident of Ontario Ontario, Alberta, British Columbia, Manitoba, Québec, Saskatchewan, Nova Scotia, New Brunswick or ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 a person (other than an individual) that is a resident of Ontario Ontario, British Columbia, Manitoba, Québec, Alberta, Saskatchewan, Nova Scotia, New Brunswick or ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 has the benefit of the following exemption (specify nature and source of exemption): Is the Subscriber a registrant under Canadian securities legislation? Yes ■ No 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: CAD$ 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: If Subscriber is an IndividualDate of Incorporation or Formation: 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: 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. 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:.

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]: 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 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 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 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 SubscriberTelephone 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 Business Identification Number: Fax Number: Email Address: If Subscriber is not an Individual: 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. TO: AIP Asset ▇▇▇▇▇▇▇▇▇▇ & Company Capital Management Inc. (the “AdvisorManager”) In connection with the purchase by the undersigned purchaser (the “Subscriber”) of units of AIP Convertible Private Debt ▇▇▇▇▇▇▇▇▇▇ & 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:

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]: 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 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 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 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: 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: 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. Witness Address 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:

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]: 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 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 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 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. 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): 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) 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 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] 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) City, Province, Postal Code Signature Fax Number: Name Email Address: Address By what given name are you commonly known? 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: TO: AIP ▇▇▇▇▇▇▇▇ 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”)▇▇▇▇▇▇▇▇ 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:

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]: 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 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 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 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: 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: 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. Witness Address 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:

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]: a resident of Ontario Ontario, Alberta, British Columbia, Manitoba, Québec, Saskatchewan, Nova Scotia, New Brunswick or ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 a person (other than an individual) that is a resident of Ontario Ontario, British Columbia, Manitoba, Québec, Alberta, Saskatchewan, Nova Scotia, New Brunswick or ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 has the benefit of the following exemption (specify nature and source of exemption): 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: If Subscriber is an IndividualDate of Incorporation or Formation: 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: 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. 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:.