This Subscription to Limited Partner Units is used when an individual purchases units in a limited partnership. This form contains two versions:

Version A is in a less formal letter format and includes the name of the limited partnership, amount of units subscribed to, payment for those units and subscriber's net worth. It also sets out that subscriber is familiar with the offering circular and has obtained independent financial advice before offering to invest in the units.

Version B is in a more formal agreement format and includes the subscriber's net worth and that he or she has consulted with a tax adviser with respect to tax liabilities. It also sets forth that investor is aware of the inherent investment risks and agrees to be bound by the terms of this subscription agreement.

This Subscription to Limited Partner Units includes the following:

• Parties: Sets forth that the party tenders this subscription to purchase units of a limited partnership;
• Net Worth: Sets forth the subscriber's net worth and that he/she is aware of the risks involved in making this investment;
• Terms and Conditions: Company has the right to accept or reject subscription and sets forth an appointment of substitution;
• Assignment: Subscriber will not assign or transfer this subscription to another and will not cancel or revoke the subscription;
• Signatures: Version A is signed by the subscriber and Version B is signed by the subscriber in the presence of a notary public.

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This attorney-prepared packet contains:

1. General Information
2. Instructions and Checklist
3. Subscription to Limited Partner Units

State Law Compliance: This form complies with the laws of all states