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WOODFINE PROFESSIONAL CENTRES LIMITED PARTNERSHIP

SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

December 1, 2016

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LIMITED PARTNERSHIP AGREEMENT

TABLE OF CONTENTS

ARTICLE 1 - INTERPRETATION .............................................................................................................................. 1 1.1 Definitions. ................................................................................................................................................. 1 1.2 Interpretation. ............................................................................................................................................. 7 1.3 Severability. ................................................................................................................................................ 9 1.4 Governing Law. .......................................................................................................................................... 9 1.5 Waiver. ....................................................................................................................................................... 9 1.6 Impediments to Performance. ..................................................................................................................... 9 1.7 Schedules .................................................................................................................................................... 9

ARTICLE 2 - FORMATION OF PARTNERSHIP ....................................................................................................... 9 2.1 Formation of the Partnership. ..................................................................................................................... 9 2.2 Principal Place of Business. ...................................................................................................................... 10 2.3 Fiscal Year. ............................................................................................................................................... 10 2.4 Business of the Partnership. ...................................................................................................................... 10 2.5 Lending. .................................................................................................................................................... 10 2.6 Borrowing ................................................................................................................................................. 11 2.7 Distributions and Reinvestment. ............................................................................................................... 12 2.8 Term of the Partnership. ........................................................................................................................... 12 2.9 Final Sale. ................................................................................................................................................. 12 2.10 Continuation into Another Jurisdiction..................................................................................................... 13 2.11 Title to Partnership Assets. ....................................................................................................................... 13 2.12 Acknowledgements by Limited Partners. ................................................................................................. 13

ARTICLE 3 - PARTNERSHIP CAPITAL AND UNITS ........................................................................................... 14 3.1 Partnership Capital. .................................................................................................................................. 14 3.2 Maximum and Minimum Units which may be Purchased by a Limited Partner. ..................................... 14 3.3 Nature of Units. ........................................................................................................................................ 14 3.4 Offering of Units. ..................................................................................................................................... 14 3.6 Receipt. ..................................................................................................................................................... 15 3.7 Registrar and Transfer Agent.................................................................................................................... 15 3.8 Admission as Additional or Substituted Limited Partner. ........................................................................ 15 3.9 No Joint or Nominee Ownership. ............................................................................................................. 16 3.10 Recording of Transfer. .............................................................................................................................. 16 3.11 Effective Date of Transfer. ....................................................................................................................... 16 3.12 No Obligation to See to Execution of Trust. ............................................................................................ 16 3.13 Successors in Interest of Limited Partners. ............................................................................................... 16 3.14 Continuing Liability after Transfer. .......................................................................................................... 17 3.15 Pledge of Unit. .......................................................................................................................................... 17 3.16 Notification of Ownership. ....................................................................................................................... 17 3.17 Take Over Bids. ........................................................................................................................................ 17 3.18 Post-Take Over Bid Acquisition Procedure. ............................................................................................. 17 3.19 Buyout and Takeout Rights. ..................................................................................................................... 18

ARTICLE 4 - SALE OF UNITS AND CONTRIBUTIONS ....................................................................................... 18 4.1 Sale of Units. ............................................................................................................................................ 18 4.2 Initial Limited Partner. ............................................................................................................................. 20 4.3 Subscription for Units. .............................................................................................................................. 20 4.4 Refusal of Subscription. ........................................................................................................................... 20 4.5 Subscription Funds. .................................................................................................................................. 20

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4.6 General Partner Subscription. ................................................................................................................... 20 4.7 Accounts. .................................................................................................................................................. 20 4.8 Operating Reserve .................................................................................................................................... 21 4.9 No Issue of Units as Compensation .......................................................................................................... 21

ARTICLE 5 – TRANSFER OF UNITS ...................................................................................................................... 21 5.1 General Provisions. ................................................................................................................................... 21 5.2 Rejection of Transfers. ............................................................................................................................. 22

ARTICLE 6 - ALLOCATION OF INCOME, GAIN AND LOSS ............................................................................. 22 6.1 Determination of Net Income or Net Loss, Tax Income or Tax Loss. ...................................................... 22 6.2 Allocation to Partners. .............................................................................................................................. 23 6.3 Allocation of Net Income and Net Loss. .................................................................................................. 23 6.4 Specified Reductions. ............................................................................................................................... 23 6.5 Allocation Generally................................................................................................................................. 24 6.6 Tax and Other Information. ...................................................................................................................... 24 7.1 Distributions Generally. ............................................................................................................................ 24 7.2 Distribution Policy. ................................................................................................................................... 24 7.4 Distribution to a Non-Resident. ................................................................................................................ 25 7.5 Repayments. ............................................................................................................................................. 25

ARTICLE 8 - FUNCTIONS AND POWERS OF THE PARTNERS ......................................................................... 25 8.1 Authority of the General Partner. ............................................................................................................. 25 8.2 Rights, Powers and Obligations of the General Partner............................................................................ 25 8.3 Delegation and Termination. .................................................................................................................... 28 8.4 Exercise of Good Faith. ............................................................................................................................ 28 8.5 Insurance. ................................................................................................................................................. 29 8.6 Transactions Involving Related Parties. ................................................................................................... 29 8.7 Safekeeping of Assets. .............................................................................................................................. 29 8.8 Commingling of Funds. ............................................................................................................................ 29 8.9 No Management or Control by Limited Partners. .................................................................................... 29 8.10 Title to Properties. .................................................................................................................................... 30 8.11 Required Documents. ............................................................................................................................... 30 8.12 Compliance with Laws. ............................................................................................................................ 30

ARTICLE 9 – CHARGES, EXPENSES, FEES AND PARTICIPATION IN EQUITY ............................................ 30 9.1 Initial Expenses. ....................................................................................................................................... 30 9.2 Expenses of the Partnership. ..................................................................................................................... 30 9.3 Fees and Expenses of the Advisor. ........................................................................................................... 31 9.4 Retainer of Property Manager and Fees for Property Management. ........................................................ 31 9.5 No NAV Fees; Fees to Affiliates. ............................................................................................................. 31

ARTICLE 10 - CONFLICTS OF INTEREST............................................................................................................. 31 10.1 Acknowledgements of Limited Partners regarding Woodfine Group. ..................................................... 31 10.3 Resolution of Conflicts of Interest with Woodfine Group Generally. ...................................................... 32

ARTICLE 11 - ACCOUNTING AND REPORTING ................................................................................................. 32 11.1 Records and Books of the Partnership. ..................................................................................................... 32 11.2 Annual Report, Appraisal and Income Tax Information. ......................................................................... 33 11.3 Semi-Annual Report. ................................................................................................................................ 33 11.4 Auditors. ................................................................................................................................................... 33 11.5 Accounting. .............................................................................................................................................. 33 11.6 Accounting Policies. ................................................................................................................................. 33

ARTICLE 12 - LIABILITIES OF THE PARTNERS ................................................................................................. 33 12.1 Liability of General and Limited Partners. ............................................................................................... 33 12.2 Indemnity of Limited Partners. ................................................................................................................. 34 12.3 Costs of Litigation. ................................................................................................................................... 35 12.4 Confidentiality of Information. ................................................................................................................. 35

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ARTICLE 13 - DISSOLUTION .................................................................................................................................. 35 13.1 Dissolution Events. ................................................................................................................................... 35

ARTICLE 14 - REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTNERS .................... 37 14.1 Representations, Warranties and Covenants of the General Partner. ........................................................ 37 14.2 Representations, Warranties and Covenants of Limited Partners. ............................................................ 38 14.3 Sale of Units of “Non-Residents”. ............................................................................................................ 39 14.4 Term of Representations. .......................................................................................................................... 39

ARTICLE 15 - PARTNERSHIP MEETINGS ............................................................................................................ 39 15.1 Meetings. .................................................................................................................................................. 39 15.2 Notice. ...................................................................................................................................................... 39 15.3 Place of Meetings. .................................................................................................................................... 40 15.4 Record Dates. ........................................................................................................................................... 40 15.5 Chair. ........................................................................................................................................................ 40 15.6 Quorum. .................................................................................................................................................... 40 15.7 Voting Rights............................................................................................................................................ 40 15.8 Special Resolutions. ................................................................................................................................. 41 15.9 Minutes of Meetings. ................................................................................................................................ 42 15.10 Effect of Resolutions. ............................................................................................................................... 42 15.11 Non-Prescribed Rules. .............................................................................................................................. 42

ARTICLE 16 - AMENDMENT .................................................................................................................................. 42 16.1 Requirements for Amendments. ............................................................................................................... 42 16.2 Amendments Benefiting Limited Partners. .............................................................................................. 43 16.3 Notice of Amendment. ............................................................................................................................. 43

ARTICLE 17 - NOTICES ........................................................................................................................................... 43 17.1 Notices. ..................................................................................................................................................... 43

ARTICLE 18 - CHANGE OF GENERAL PARTNER ............................................................................................... 44 18.1 Removal or Resignation of General Partner. ............................................................................................ 44 18.2 Resignation. .............................................................................................................................................. 44 18.3 Removal of General Partner. .................................................................................................................... 44 18.4 Amounts to be Paid. ................................................................................................................................. 45 18.5 Successor General Partner. ....................................................................................................................... 45 18.6 Release. ..................................................................................................................................................... 45 18.7 Non-Termination of Partnership. .............................................................................................................. 45

ARTICLE 19 - POWER OF ATTORNEY .................................................................................................................. 45 19.1 Creation of Power of Attorney. ................................................................................................................ 45 19.2 Irrevocability. ........................................................................................................................................... 46 19.3 Authority of General Partner to Require a Replacement Power of Attorney. ........................................... 47 19.4 Agreement of Limited Partners to Ratify Acts. ........................................................................................ 47 19.5 Compliance with Laws. ............................................................................................................................ 47

ARTICLE 20 - MISCELLANEOUS ........................................................................................................................... 47 20.1 Benefit and Binding. ................................................................................................................................. 47 20.2 Time.......................................................................................................................................................... 47 20.3 Assignment. .............................................................................................................................................. 48 20.4 Further Assurances. .................................................................................................................................. 48 20.5 No Limited Partner Consent to Admit. ..................................................................................................... 48 20.6 Correction of Default by General Partner. ................................................................................................ 48 20.7 Execution in Counterparts and by Facsimile. ........................................................................................... 48 20.8 Limited Partner Not a General Partner. .................................................................................................... 48 20.9 Attornment. ............................................................................................................................................... 48

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WOODFINE PROFESSIONAL CENTRES LIMITED PARTNERSHIP SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

THIS AGREEMENT dated as of the 1st day of December, 2016.

AMONG:

WOODFINE PROFESSIONAL CENTRES INC., a corporation incorporated under the federal laws of Canada (the “General Partner”),

AND:

WOODFINE CAPITAL PROJECTS INC., a corporation incorporated under the federal laws of Canada (the “Initial Limited Partner”),

AND:

EACH AND EVERY PERSON who from time to time is admitted to the Woodfine Professional Centres Limited Partnership as a Limited Partner and any Person who is a successor to such Limited Partner

RECITALS

A. The General Partner and the Initial Limited Partner formed a limited partnership under the Partnership Act under the name “Woodfine Professional Centres Limited Partnership” by filing the Certificate of Limited Partnership and entering into an agreement dated as of August 17, 2012 that recorded their respective rights, duties and obligations with respect to each other and the Partnership which was amended and restated on December 10, 2012, and again on October 21, 2013, September 25, 2014, February 3, 2015 and June 30, 2016 (the “Original Agreement”); and

B. It is in the best interests of the Partners and of the Partnership for the Partners to further amend and restate the Original Agreement in order to record their respective duties, rights and obligations with respect to each other and the Partnership, and the parties wish to amend the terms and conditions governing the operation of the Business and affairs of the Partnership.

NOW THEREFORE the parties hereto agree each with every other, as follows:

ARTICLE 1 - INTERPRETATION

1.1 Definitions.

In this Agreement, except as otherwise expressly provided or as the context otherwise requires, the following terms have the following meanings:

“Advisor” means the Person retained by the Partnership to provide Advisory Services to the Partnership, the initial Advisor being Woodfine Advisors Inc.;

“Advisor and Related Parties” has the meaning set out in Section 10.2;

“Advisor’s Conflicting Interests” has the meaning set out in Section 10.2;

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“Advisory Services” means the services that the Advisor must provide to the Partnership, including the services referred to in Schedule “A”;

“Advisory Services Agreement” means the agreement made as of or prior to the First Closing whereby the Partnership retains Woodfine Advisors Inc. to be the Advisor;

“Affiliate” has the meaning ascribed thereto in the CBCA;

“Agreement” means this limited partnership agreement among the General Partner, the Initial Limited Partner and the persons who from time to time are admitted to the Partnership as Limited Partners, and all amendments made hereto in accordance with the provisions hereof, as supplemented and amended and/or restated from time to time;

“Appraisal” has the meaning set out in Section 3.19(a);

“Associate” has the meaning ascribed thereto in the CBCA;

“Auditors” means such firm of chartered accountants as the General Partner may appoint for the Partnership from time to time, the first such firm to be PricewaterhouseCoopers LLP;

“Benetti” means Benetti Holdings Inc., a wholly owned subsidiary of the Promoter;

“Benetti Units” has the meaning given in Section 4.1(d);

“Book-Based System” means the system of recording CDS participants holding securities, operated by or on behalf of CDS, as described in Section 3.5;

“Building” or “Buildings” means any of a WOODFINE PROFESSIONAL CENTRE, a WOODFINE RETAIL SELECT BUILDING, a WOODFINE SUBURBAN OFFICE, or a WOODFINE TECH INDUSTRIAL BUILDING;

“Business” means the business to be carried on by the Partnership, as described in Section 2.4;

“Business Day” means a day, other than a Saturday, Sunday or holiday, when banks in the City of Vancouver, British Columbia are generally open for the transaction of banking business;

“Buyout Price” has the meaning set out in Section 3.19(a);

“Buyout Right” has the meaning set out in Section 3.19(a);

“Capital Account” means the account established for each Partner pursuant to Subsection 4.7(a) (i);

“Capital Contribution” means the amount of cash or other property contributed to the Partnership by a Limited Partner;

“Cash” of the Partnership at any particular time means the amount of cash then held by the Partnership on hand or on deposit, including that portion of the interest accrued on such investments to that time and not yet received which would be realized if such investments were then to be immediately liquidated;

“CBCA” means the Canada Business Corporations Act;

“CDS” means CDS Clearing and Depository Services Inc., or its nominee, which as at the date of this Agreement is CDS & Co., or a successor thereto;

“Certificate” means a certificate evidencing ownership of Units by a Limited Partner registered in the name of CDS & Co. issued in accordance with Section 3.5;

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“Certificate of Limited Partnership” means the certificate of limited partnership filed with the Registrar of Companies of British Columbia pursuant to the Partnership Act (British Columbia) so as to form the Partnership, as such certificate is amended and/or restated from time to time;

“Closing” means the completion of the purchase by the Subscribers and sale by the Partnership of some or all of the Units;

“Closing Date” means the date of the First Closing and includes the date of any subsequent Closing, if applicable, provided that the final Closing shall take place not later than the date that is 90 days after the date receipt for the applicable Prospectus (or any amendment to the applicable Prospectus) is issued, if applicable;

“Closing of Subscriptions” has the meaning set out in Section 4.1(a);

“controlled”: a Person shall be deemed to be “controlled” by another Person, or by two or more other Persons acting jointly or in concert, if:

(a) in the case of a Person which is a body corporate, securities entitled to vote in the election of directors of such body corporate carrying more than fifty percent (50%) of the votes for the election of directors are held, directly or indirectly, by or for the benefit of the other Person or Persons, and the votes carried by such securities are entitled, if exercised, to elect a majority of the board of directors of such body corporate; or

(b) in the case of a Person which is not a body corporate, more than fifty percent (50%) of the voting or equity interests of such entity are controlled, directly or indirectly, by or for the benefit of the other Person or Persons;

and “controls”, “controlling” and “under common control with” shall be interpreted accordingly;

“Current Account” means the account established for each Partner pursuant to Subsection 4.7(a) (ii);

“Development Costs” means the Partnership’s costs of procuring and developing one or more Properties and Buildings, including, without limitation, all hard and soft costs associated with the purchase of land, planning, negotiating, obtaining approvals, consulting services, land servicing costs, roadway construction, building and construction, completion, supervision, and leasing to initial tenants;

“Distributable Income” of the Partnership at any particular time means the net income of the Partnership generated through the Partnership’s operations, less any amounts (including reserves) that in the opinion of the General Partner are required in order to fund the Partnership’s operations and meet its financial obligations;

“Distribution” means all amounts paid or securities or other property distributed by the Partnership to a Partner in respect of such Partner’s interest or entitlement in the Partnership in accordance with the provisions of this Agreement;

“Electing Limited Partners” has the meaning set out in Section 3.19(b);

“End of Initial Pricing Date” has the meaning set out in Section 4.1(a);

“Escrow Agreement” means an escrow agreement complying with the provisions of Section 4.1(d) made between a Trust Company, the General Partner and Benetti, whereby certificates representing Units that are issued to Benetti are held in escrow and are not released to Benetti until an Escrow Release Event has occurred;

“Escrow Release Event” means the time, if ever, when (i) the Partnership’s auditors certify to the Trust Company under the Escrow Agreement that the Partnership has made Distributions to the Limited Partners at least equal, in the aggregate, to the amount subscribed by the Limited Partners for the issue of Units, or (ii) a Final Sale occurs, or

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(iii) a Majority Limited Partner has exercised the Buyout Right or Benetti has exercised the Takeout Right, or (iv) a Take Over Bid is made;

“Final Sale” has the meaning set out in Section 2.9;

“Financial Institution” has the meaning set out in Section 14.2(f);

“First Secured Mortgage Debentures” has the meaning set out in Section 2.6;

“First Closing” means the Closing on December 31, 2014 of the issue of 11,111 Units (including 1,111 Units issued to Benetti);

“Fiscal Year” has the meaning ascribed thereto in Section 2.3;

“General Partner” means Woodfine Professional Centres Inc., or any person admitted to the Partnership as a successor general partner of the Partnership pursuant to the terms of this Agreement;

“Gross Funded Value" means the aggregate of the gross proceeds that has been received from time to time by the Partnership from the sale of Units;

“GST” means any and all harmonized sales taxes, goods and services taxes, sales taxes, value added taxes, or any other like federal or provincial tax that may be imposed from time to time;

“IFRS” means the International Financial Reporting Standards or any successor principles applicable to the business of the Partnership, as such principles are adopted by the Canadian Institute of Chartered Accountants (or any successor organization) from time to time;

“Initial Limited Partner” means Woodfine Capital Projects Inc., the initial limited partner of the Partnership;

“Initial Offering” means the Offering under which the First Closing occurred;

“Initial Period” has the meaning set out in Section 2.7;

“Initial Unit” means one Unit acquired by the Initial Limited Partner;

“Interest” means in respect of a Partner at any time, the rights, obligations and interest of the Partner in the Partnership at such time, as set out in this Agreement;

“Jurisdictions” means each of the provinces and territories of Canada in which an Offering is made, and “Jurisdiction” means any one of them;

“Limited Partner” means, at any particular time, a person who is admitted to the Partnership as a limited partner;

“Majority Limited Partner” has the meaning set out in Section 3.19(a);

“Maximum Permitted Number of Units” has the meaning set out in Section 4.1(b);

“Net Income” and “Net Loss” mean, in respect of any fiscal year, the net income or net loss of the Partnership in respect of such period, determined in accordance with IFRS;

“Non-Resident Limited Partner” has the meaning ascribed thereto in Section 14.3;

“Offering” means an offering of Units by the Partnership that may be made pursuant to a Prospectus, or pursuant to one or more exemptions that are available from the prospectus requirements of the Securities Acts;

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“Operating Reserve” has the meaning ascribed thereto in Section 4.8;

“Partner” means the General Partner or any Limited Partner and “Partners” means the General Partner and all Limited Partners;

“Partnership” means Woodfine Professional Centres Limited Partnership, the limited partnership governed by this Agreement and formed pursuant to the filing of the Certificate of Limited Partnership with the Registrar of Companies of British Columbia;

“Partnership Act” means the Partnership Act (British Columbia);

“Person” means an individual, sole proprietorship, corporation, body corporate, partnership, joint venture, association, trust or unincorporated organization or any natural person in his capacity as trustee, executor, administrator or other legal representative;

“Power Centre” means a large aggregation of retail stores in Canada surrounded and anchored by one or more freestanding large box-store commercial retail tenants of good reputation, at least one of which has at that location a premises in excess of sixty thousand (60,000) square feet;

“Prohibited Group” has the meaning ascribed thereto in Section 14.1(b);

“Prohibited Person” has the meaning ascribed thereto in Section 14.1(b);

“Promoter” means Woodfine Capital Projects Inc.;

“Properties” means the lands and premises or interests therein that are acquired by the Partnership from time to time, and “Property” means any one of the Properties;

“Prospectus” means a prospectus that may be prepared by the Partnership in connection with an Offering;

“Qualified Investment” means in relation to a:

(a) WOODFINE PROFESSIONAL CENTRE, one or more contiguous parcels of property that the Advisor proposes in a Transaction Summary to the General Partner as being suitable for the construction of a WOODFINE PROFESSIONAL CENTRE, which is located within a one kilometre radius of an existing Power Centre in one of Canada’s secondary real estate markets, and includes space for at least 3 designated parking stalls per 1,000 sq ft of the leasable area stated in the proposal made by the Advisor;

(b) WOODFINE RETAIL SELECT BUILDING, one or more contiguous parcels of property that the Advisor proposes in a Transaction Summary to the General Partner as being suitable for the construction of a WOODFINE RETAIL SELECT BUILDING, which is located within a one kilometre radius of an existing Power Centre in one of Canada’s secondary real estate markets, and includes space for at least 4 designated parking stalls per 1,000 sq ft of the leasable area stated in the proposal made by the Advisor;

(c) WOODFINE SUBURBAN OFFICE, one or more contiguous parcels of property that the Advisor proposes in a Transaction Summary to the General Partner as being suitable for the construction of a WOODFINE SUBURBAN OFFICE, which is located within a two kilometre radius of an existing Power Centre in one of Canada’s secondary real estate markets, and includes space for at least 3 designated parking stalls per 1,000 sq ft of the leasable area stated in the proposal made by the Advisor; and

(d) WOODFINE TECH INDUSTRIAL BUILDING, one or more contiguous parcels of property that the Advisor proposes in a Transaction Summary to the General Partner as being suitable for the construction of a WOODFINE TECH INDUSTRIAL BUILDING which is located within a four kilometre radius of an existing Power Centre in one of Canada’s secondary real estate markets, and includes space for at least two designated parking stalls per 1,000 sq ft of the leasable area stated in the proposal made by the Advisor.

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Where a Property is proposed as the location of more than one category of Building, that Property is a Qualified Investment if the portion of the Property that is set aside for each Building meets the criteria referred to above for the specified category of Building.

“Quorum” means the presence, in person or by proxy, of one or more Limited Partners holding 20% or more of the Units then outstanding, subject to Section 15.6(b);

“Register” means the register of Limited Partners required to be maintained by the Partnership pursuant to the Partnership Act;

“Registrar and Transfer Agent” means any registrar and transfer agent of the Units appointed by the General Partner or, if no registrar and transfer agent is appointed, the General Partner itself;

“Related Group” means a person or group of persons acting together or in concert;

“Required Information” has the meaning set out in Section 3.16;

“Securities Acts” means the securities acts or equivalent securities regulatory legislation of the Jurisdictions and “Securities Act” means the securities act or equivalent securities regulatory legislation of a specified Jurisdiction;

“Sharing Rate” means the ratio of the number of Units held by one Limited Partner to the aggregate number of Units held by all Limited Partners;

“Special Resolution” means a resolution passed by 75% or more of the votes cast, either in person or by proxy, at a duly constituted meeting of Limited Partners called for the purpose of considering such resolution, at which a Quorum is present or, alternatively, a written resolution signed in one or more counterparts by Limited Partners holding 75% or more of the Units outstanding and entitled to vote on such resolution at a meeting;

“Subscriber” means a person who subscribes for Units;

“Subscription” means a subscription for Units in the Partnership and delivery of the Subscription Price to the General Partner;

“Subscription Agreement” means a subscription agreement made by or on behalf of the Subscriber in such a form as may be prescribed by the General Partner for Subscriptions, if any;

“Subscription Price” means the amount of capital to be contributed by a Subscriber to the Partnership under an Offering;

“Takeout Right” has the meaning set out in Section 3.19(b);

“Take Over Bid” has the meaning set out in Section 3.17;

“Tax Act” means the Income Tax Act (Canada), as amended from time to time;

“Tax Income” and “Tax Loss” means, in respect of any Fiscal Year, the income or loss of the Partnership for such period, determined in accordance with the Tax Act;

“Term” means the period from August 17, 2012 to the date on which the Partnership is dissolved in accordance with Article 13;

“Termination Date” has the meaning ascribed thereto in Section 2.8;

“Titleco” means a corporation that is a wholly owned subsidiary of the Partnership and is established for the purpose of holding title to a Property and Building as bare trustee for and on behalf of the Partnership;

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“Transaction Summary” has the meaning set out in Schedule “A”; “Trust Company” means a company authorized by the Financial Institutions Commission of British Columbia (or its successor) to operate as a trust company in British Columbia; “Unanimous Shareholder Agreement” means an agreement among the General Partner, its independent directors and its shareholder, that includes provisions whereby, so long as the General Partner continues to be the General Partner, its shareholder is required to ensure that a majority of the directors of the General Partner are individuals who deal at arm’s length with the Woodfine Group and the directors of the Promoter and the Advisor;

“Unit” means the one unit of limited partnership interest in the Partnership;

“Woodfine Group” means all companies, partnerships or other entities which the Promoter, the General Partner, or any of their respective affiliates directly or indirectly control, including without limitation any limited partnerships of which the general partner is, or is controlled by, any of the foregoing persons, and any limited partnership or trust or other issuers of which any such persons are managers, and Peter M. Woodfine of Vancouver, British Columbia, and the children, spouses, siblings, parents and grandparents of Peter M. Woodfine and his children, and their spouses;

“WOODFINE PROFESSIONAL CENTRE” means an institutional quality office building, certified to comply with LEED core and shell (Leadership in Energy and Environmental Design) (or its successor), of 3 to 5 storeys newly constructed by the Partnership on a Qualified Investment owned by the Partnership, providing between 50,000 to 90,000 square feet of leasable area, designed to meet the space requirements of professional service providers in such fields as health care, accounting, law, engineering, and other specialties, and including at least 3 designated, full size surface parking stalls per 1,000 square feet of leasable area;

“WOODFINE RETAIL SELECT BUILDING” means a combination of one or more institutional quality office buildings, certified to comply with LEED core and shell (Leadership in Energy and Environmental Design) (or its successor), newly constructed by the Partnership on a Qualified Investment owned by the Partnership, providing between 10,000 to 25,000 square feet of space to national tenants such as banks, tenants which require free standing space, engineering companies, medical clinics, or “High Street” strip of end users, and including at least 4 designated, full size surface parking stalls per 1,000 square feet of leasable area;

Woodfine Share” has the meaning set out in Section 4.1(d);

“WOODFINE SUBURBAN OFFICE” means an institutional quality office building, certified to comply with LEED core and shell (Leadership in Energy and Environmental Design) (or its successor), of 6 to 15 storeys newly constructed by the Partnership on a Qualified Investment owned by the Partnership, providing floor plates ranging in size from 15,000 to 25,000 square feet, designed to meet the space requirements of professional service providers in such fields as health care, accounting, law, engineering, and other specialties, and including at least 3 designated, full size surface parking stalls per 1,000 square feet of leasable area;

“WOODFINE TECH INDUSTRIAL BUILDING” means a combination of one or more industrial/commercial buildings, certified to comply with LEED core and shell (Leadership in Energy and Environmental Design) (or its successor), newly constructed by the Partnership on a Qualified Investment owned by the Partnership, providing individual bays ranging in size from 2,000 to 10,000 square feet, designed to meet the space requirements of industrial/commercial owner operators, and including at least 2 designated, full size surface parking stalls per 1,000 square feet of leasable area.

1.2 Interpretation.

For the purposes of this Agreement, except as otherwise expressly provided:

(a) “this Agreement” means this Agreement, including the recitals and schedules hereto, as it may from time to time be supplemented or amended (and not any particular Article, Section,

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Subsection or other subdivision or recital hereof) as the same may, from time to time, be supplemented or amended and in effect;

(b) all references in this Agreement to designated “Articles”, “Sections” or “Subsections” or other subdivision or to a recital are to the respective Articles, Sections and Subsections or other subdivisions of, or recitals to, this Agreement;

(c) the words “hereof”, “herein”, “hereto” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Subsection or other subdivision of, or recital to, this Agreement unless the context or subject matter otherwise requires;

(d) the division of this Agreement into Articles, Sections, Subsections and other subdivisions or recitals and the insertion of the table of contents or headings are for convenience of reference only and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof;

(e) words importing the singular of any term include the plural and vice versa, words importing gender include all genders, the word “or” is not exclusive and the word “including” is not limiting, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto;

(f) whenever reference is made to a calculation to be made or an action to be taken in accordance with IFRS, such reference will be deemed to be to IFRS applicable as at the date on which such calculation or action is made or taken or required to be made or taken in accordance with IFRS;

(g) reference to currency means Canadian currency;

(h) a reference to a statute includes all regulations or rules made thereunder, all amendments to such statute, regulations or rules in force from time to time, and any statutes, regulations or rules that supplement or supersede such statute, regulations or rules;

(i) a reference to a Person includes any other Person that is a successor to such first-mentioned Person;

(j) the number of Units held by a Limited Partner at any time will be the number of Units shown on the Register as being held by that Limited Partner;

(k) Persons are deemed not to be dealing at “arm’s length” with one another at any particular time if they would not be dealing at arm’s length with one another for the purposes of the Tax Act;

(l) a Person is deemed to be “related” to the General Partner if the Person:

(i) is a director or officer of the General Partner or any member of the Woodfine Group;

(ii) beneficially owns or controls, directly or indirectly, securities of the General Partner or any member of the Woodfine Group;

(iii) is beneficially owned or controlled, directly or indirectly, by any Person described in (i) or (ii) above;

(iv) is a relative, including the spouse, of any individual described in (i) or (ii) above;

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(m) in the event that any date on which any action required to be taken pursuant to this Agreement by any of the parties hereto is not a Business Day, such action will be required to be taken on the next succeeding day which is a Business Day; and

(n) all references to “approval”, “authorization”, “choice”, “consent” or “opinion” or variants thereof means or refers to written approval, written authorization, written choice, written consent or written opinion.

1.3 Severability.

If any Article, Section or Subsection or other subdivision of, or recital to, this Agreement or any portion thereof is determined to be unenforceable or invalid for any reason whatsoever, that unenforceability or invalidity will not affect the enforceability or validity of the remaining portions of this Agreement and such unenforceable or invalid Article, Section, Subsection or other subdivision thereof, or recital thereto, will be deemed to be severed from the remainder of this Agreement.

1.4 Governing Law.

This Agreement and its application and interpretation will be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable in British Columbia.

1.5 Waiver.

The Limited Partners by Special Resolution may waive any default on the part of the General Partner and release the General Partner from any claims in respect of the default on such terms as may be specified in such resolution.

1.6 Impediments to Performance.

As often as the General Partner is delayed or restricted in the observance or performance of an obligation under this Agreement due to any law, regulation, order in council or other order or direction of any governmental department, officer or authority, any order of a court of competent jurisdiction, any inability to obtain permission or authority required by law to observe or perform such obligation, any disruption in the supply of labour or any material, service or utility, or any other cause beyond the control of the General Partner, whether of the foregoing character or not, the General Partner shall be entitled to extend the time for observance or performance of such obligation by a time equal to the duration of such delay or restriction and no-one else bound by this Agreement shall be entitled to any compensation from the General Partner for any damage, discomfort, inconvenience or nuisance suffered as a consequence of the delay, restriction or extension. Notwithstanding such impediments, the General Partner shall take reasonable steps to fulfil its obligations under this Agreement.

1.7 Schedules

The following are the Schedules to this Agreement, which shall form an integral part of this Agreement:

Schedule “A”: Advisory Services

Schedule “B”: Transfer Form and Power of Attorney

ARTICLE 2 - FORMATION OF PARTNERSHIP

2.1 Formation of the Partnership.

The General Partner and the Initial Limited Partner hereby acknowledge and confirm the formation of the Partnership as a limited partnership under the Partnership Act (British Columbia) under the name of “Woodfine Professional Centres Limited Partnership” or such other name or names as the General Partner may determine from

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time to time. The General Partner is hereby authorized to file a Certificate of Limited Partnership to reflect this Agreement.

2.2 Principal Place of Business.

The principal place of business of the Partnership will be the principal business address of the General Partner in Vancouver, British Columbia, which as at the date hereof is #2300 – 1066 West Hastings Street, Vancouver, British Columbia V6E 3X2. Notice of any change of the principal business address of the General Partner will be given to all Partners.

2.3 Fiscal Year.

The first fiscal period of the Partnership will end on December 31, 2012. Thereafter each fiscal period of the Partnership will commence on January 1 and will end on the earlier of December 31 of that year or the date of dissolution or other termination of the Partnership. Each such fiscal period is referred to in this Agreement as a “Fiscal Year”.

2.4 Business of the Partnership.

(a) The business of the Partnership (the “Business”) is to provide long-term investors with a means of achieving income, potential capital appreciation and long-term liquidity through participation in the ownership and development of Canadian commercial real estate projects, and in particular the procurement, development and management of Buildings.

(b) The Partnership shall pursue its objectives by means of the acquisition of Qualified Investments, the construction of Buildings, and the maximizing of its economic return from Buildings through leasing, further development, sale, exchange or other transactions, that may be advised by the Advisor and approved by the General Partner.

(c) The Partnership may carry on any business, and exercise all powers, that are ancillary or incidental to, or in furtherance of, the Business described above.

(d) The Partnership’s only business shall be the Business described above, and the Partnership shall not carry on any other business without the prior approval of the Limited Partners granted by a Special Resolution.

(e) The Partnership will not carry on business in any jurisdiction unless:

(i) in the opinion of outside legal counsel to the Partnership, the laws of that jurisdiction limit the liability of the Limited Partners reasonably to the same extent as such Limited Partners enjoy limited liability under the laws of the Province of British Columbia; and

(ii) the General Partner has taken all reasonable steps that may be required by the laws of that jurisdiction for the Limited Partners to benefit from such limited liability.

(f) The Partnership will carry on business in such manner as to ensure, to the greatest extent possible, the limited liability of the Limited Partners.

2.5 Lending.

The Partnership may lend monies to other Persons for purposes approved by the Board of Directors of the General Partner, including the provision of loans for the purchase or leasing of specialized equipment by tenants or prospective tenants. The total principal amount of the loans that the Partnership may have outstanding for the said purpose at any time may not exceed an overall limit of 10% of the aggregate amount from time to time of the Gross Funded Value. The Partnership may in addition lend monies to the Promoter, not exceeding an aggregate principal

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amount outstanding at any one time of $1,500,000.00. Advances made by the Partnership may be in the form of a revolving facility, so that repayments of principal by a borrower increase the aggregate amount available to be borrowed by the same borrower, subject to the applicable overall limit stated above. The terms and conditions applicable to the said advances shall include provisions no less favourable to the Partnership than the following:

(a) Interest on the principal amount outstanding from time to time payable at a minimum annual rate equal to the Bank of Canada prime rate plus 3%, payable monthly;

(b) Repayment Terms: each advance shall be for a term of up to five years;

(c) Payment of Interest and Repayment of Principal: Interest only may be made payable during the initial two years, and thereafter the balance outstanding may be amortized over a term not exceeding three years, with the rate in effect at the end of the initial two years becoming the fixed rate for the remainder of the term of the loan;

(d) Evidence of Indebtedness: each advance shall be evidenced by a promissory note made by the borrower; and

(e) Security: repayment of loans, interest and charges related thereto, shall be secured by such security as the General Partner determines to be appropriate in the circumstances, which shall include, in the case of loans to the Promoter, an assignment by the Promoter to the Partnership of the Promoter’s right to reimbursement of offering costs incurred in connection with the offering of Units for purchase by Limited Partners.

The limits of 10% and $1,500,000.00, mentioned in the first paragraph of this section 2.5 shall be indexed for inflation by reference to increases that occur in the Canadian Consumer Price Index, as published by Statistics Canada, using the said Index as at December 31, 2013 as a base reference point. Increases in the said limits on account of increases in the said Index shall be made annually with effect as of January 1 in each year, starting, insofar as applicable, with effect as of January 1, 2015 in respect of increases in the said Index that have occurred during 2014, and so on. Except for increases on account of increases in the said Index, the said limits may be increased by Special Resolution, but in no other manner.

2.6 Borrowing

The Partnership may borrow an aggregate principal amount not exceeding 100% of the Development Costs of the Properties and Buildings owned by the Partnership at the time of such borrowing, subject to the pre-condition that immediately after making such borrowing the Partnership shall have an Interest Coverage Ratio of at least 1.20. For this purpose, the Partnership’s Interest Coverage Ratio is calculated by dividing (i) the aggregate of the Partnership’s pre-tax earnings (including interest, if any) for the Partnership’s last financial year by (ii) the aggregate of the Partnership’s payments (already paid and payable) to lenders in its current financial year on account of interest, fees and costs (but excluding payments of principal and fees paid to third parties in respect of their services in obtaining subscribers for securities issued by the Partnership) on loans obtained by the Partnership.

The Partnership may not borrow if the borrowing will result in an increase of the aggregate principal amount it then owes above the 100% limit, or a reduction in the Partnership’s Interest Coverage Ratio below 1.20, as stated in the previous paragraph, unless such borrowing has been approved by a Special Resolution.

Whenever the Partnership purchases a Qualified Investment, the Partnership shall create such debentures, mortgages and other security instruments whereby registered security is created over the Properties and other assets and personal property of the Partnership and held by a trustee or nominee, as the Advisor may reasonably advise to be necessary or desirable in order to secure funding for the Partnership for the purpose of further purchase and development of Properties, or to preserve the Partnership’s ability to obtain such funding at a future time, so that the Partnership may place itself in position to issue, when it deems desirable, debt instruments (the “First Secured Mortgage Debentures”), secured by first or other high priority encumbrances. The nominal amounts secured by such registered security shall be such amounts as the Advisor may advise, and the General Partner may approve, and

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the said nominal amounts are not restricted by the limits on borrowing set out in the previous provisions of this Section 2.6. All amounts payable by the Partnership under each of the First Secured Mortgage Debentures, including principal, interest, fees, or any other amounts of money, shall be denominated in the currency of the country in which the Property is located that is encumbered by such First Secured Mortgage Debenture.

The Partnership may not issue options, debt instruments, or other securities that are convertible to Units, or that may become convertible to Units on the giving of notice, or on the happening of any event or default, or whereby the Partnership may be required to issue Units on the payment of consideration. The issue by the Partnership of First Secured Debentures, and any other instruments, is subject to the prohibitions that are set out in this paragraph.

Prior to making an issue of First Secured Mortgage Debentures, the General Partner shall offer to each Limited Partner a right of first refusal, exercisable within 30 days after the date when the General Partner’s offer is made, to subscribe for the said issue of First Secured Mortgage Debentures. Limited Partners from whom a written subscription complying with the requirements stated by the General Partner, acting reasonably, is not received within the said 30 day period are deemed to have declined the General Partner’s offer. In case of oversubscription, the said issue shall be allocated among those Limited Partners from whom valid subscriptions are received pro rata according to the number of Units held by each such Limited Partner on the date when the General Partner’s offer is made.

2.7 Distributions and Reinvestment.

The Partnership shall not later than 90 days after the end of each Fiscal Year, make Distributions to Limited Partners in an amount at least equal to 90% of the Distributable Income (if any) for its most recently ended Fiscal Year. Until the time when the aggregate of all Distributions made to Limited Partners is at least equal to 100% of the gross proceeds paid by Limited Partners for the Units issued to them (such period being herein called the “Initial Period”), the Partnership shall apply 10% of the Distributable Income for the purposes of the Partnership, as set out herein. After the Initial Period, 10% of the Distributable Income shall be applied for the purpose of redeeming First Secured Mortgage Debentures, until all such Debentures are redeemed, and thereafter for the purposes of the Partnership, as set out herein.

2.8 Term of the Partnership.

(a) The Partnership became a limited partnership on the date of the filing the Certificate of Limited Partnership. The Partnership will pursue its activities until that date (the “Termination Date”) which falls on the earliest of:

(i) a date specified by the General Partner, which date shall not be less than 30 days following the date on which the General Partner gives notice in writing to each Limited Partner of such dissolution of the Partnership;

(ii) the date which is 60 days following the removal of the General Partner pursuant to Section 18.3, unless a new General Partner is appointed prior to such date; and

(iii) the date upon which the Partnership disposes of all its assets, and otherwise ceases to carry on an active business.

2.9 Final Sale.

(a) After the Initial Period, the General Partner may conclude a transaction with an arm’s length purchaser whereby all or substantially all of the Partnership’s business and assets are sold, or otherwise disposed of, for consideration that may include cash, or securities that are available for distribution to the Limited Partners. A transaction of the kind referred to in the previous sentence is herein called a “Final Sale”.

The form that a Final Sale will take, if it occurs, cannot be determined at the date of this Agreement. A Final Sale will be subject to the receipt of regulatory and other approvals that may

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be required. The General Partner has authority to transact a Final Sale on giving at least 21 days notice to the Limited Partners.

(b) The General Partner may in its sole discretion, and shall if a Final Sale is not an event of the type referred to in Section 2.9(a), call a meeting of Limited Partners to approve a transaction that may be proposed by the General Partner as a Final Sale. If the transaction proposed by the General Partner is approved at the meeting by a Special Resolution, the transaction may be implemented by the General Partner as a Final Sale.

(c) For the purpose of implementing a Final Sale, the General Partner is irrevocably authorized to enter into such agreements, sales, leases, transfers, exchanges, and other dispositions, to create or merge with, or dispose of properties or assets to or with, other Persons, and to restructure or rearrange the manner in which the properties and assets of the Partnership are owned or held, all as may be necessary or desirable for such purpose, in the opinion of the General Partner, acting reasonably. The General Partner may do all further acts or things as may be ancillary to the implementation of a Final Sale, including dissolving the Partnership and filing all elections or returns under applicable tax legislation.

(d) When a Final Sale occurs under Section 2.9(a), or has been approved under Section 2.9(b), the Benetti Units comprised in the Woodfine Share shall be immediately released to Benetti from escrow under the Escrow Agreement (if not previously released). The said Benetti Units shall thereupon be free of any restriction on transfer that is not stated in this Agreement as being of general application to all Units, and shall share equally on a Unit for Unit basis in all distributions of cash, securities, rights or other assets that the Partnership may make in connection with a Final Sale.

2.10 Continuation into Another Jurisdiction.

To the extent permitted by law, the General Partner may cause the Partnership to be continued under the laws of another jurisdiction within Canada, if the General Partner determines that it would be in the best interest of the Partners to do so and such continuation has been approved by a Special Resolution.

2.11 Title to Partnership Assets.

All property owned by the Partnership, whether real or personal, tangible or intangible, shall be deemed to be owned by the Partnership as an entity and no Limited Partner, individually, shall have any ownership in such property. Subject to Section 8.10, the General Partner may hold title to the property of the Partnership in its own name for the benefit of the Partnership and the General Partner will execute one or more declarations of trust thereof in favour of the Partnership and cause each such declaration to be filed or registered whenever and wherever the General Partner considers advisable for the protection of the interests of the Partnership.

2.12 Acknowledgements by Limited Partners.

Each of the Limited Partners hereby acknowledges and agrees as follows:

(a) Such Limited Partner:

(i) has duly executed (itself or by his or her attorney) and delivered to the General Partner a Subscription Agreement on his or her behalf;

(ii) has all necessary power and authority to enter into this Agreement, to give the representations, warranties and covenants made by such Limited Partner in this Agreement, and to grant the power of attorney set out in Section 19.1; and

(iii) is liable for all obligations of a Limited Partner of the Partnership.

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(b) All documents executed and other actions taken on behalf of the Limited Partner pursuant to the power of attorney set out in Section 19.1 will be binding upon such Limited Partner, and each Limited Partner hereby agrees to ratify any of such documents or actions upon request by the General Partner.

ARTICLE 3 - PARTNERSHIP CAPITAL AND UNITS

3.1 Partnership Capital.

The interest of the Limited Partners in the Partnership consists of up to an aggregate number of Units equal to the Maximum Permitted Number of Units. Each person recorded on the Register as a Limited Partner shall be deemed to be the holder of record of the number of Units set out opposite his or her name thereon. No fractional Units shall be issued or permitted to be issued, transferred or assigned. The capital of the Partnership will consist of the proceeds from the sale of Units, plus the amount contributed by the General Partner from time to time as provided in this Agreement.

Except for the Units which are provided for in the previous paragraph of this section 3.1, the Partnership may not create or issue any class or series of units, limited partnership interests, or interests of any other nature, that carry a right to participate in the equity of the Partnership.

3.2 Maximum and Minimum Units which may be Purchased by a Limited Partner.

Subject to Sections 3.1, 3.16 and 3.17, there is no restriction on the maximum number of Units that a Limited Partner may hold in the Partnership. The minimum number of Units that may be purchased by any Person pursuant to the Offering may be fixed by the General Partner from time to time.

3.3 Nature of Units.

Except as otherwise herein expressly provided, each issued and outstanding Unit shall be equal to each other Unit with respect to all rights, benefits, obligations and limitations provided for in this Agreement and all other matters, including the right to receive Distributions from the Partnership during the continuation of the Partnership and upon its dissolution, and no Unit shall have any preference, priority or right in any circumstances over any other Unit. Subject to the voting restrictions contained in Section 15.7 hereof, each Limited Partner will be entitled to one vote for each Unit held by him or her in respect of all matters to be decided by the Limited Partners.

3.4 Offering of Units.

The General Partner may raise capital for the Partnership by selling Units from treasury from time to time. The General Partner will determine the terms and conditions of such sale, provided that such terms and conditions do not materially adversely affect the interests of those who are Limited Partners at the time of sale of the Units. The General Partner may do all lawful things in connection with selling Units, including preparing and filing such documents as may be necessary or advisable, communicating with prospective purchasers of Units and assisting in structuring their proposed purchases of Units, paying the expenses of sale, seeking and obtaining exemptions from having to file a prospectus in connection with such sale, engaging special counsel for subscribers of Units as a group, and entering into agreements with any underwriters, agents and other persons providing for a commission or fee in respect of such sale. All things done by the General Partner in that regard are hereby ratified and confirmed, provided that the General Partner has complied with Section 8.2 of this Agreement and all applicable securities laws.

3.5 Book-Based System. The General Partner may enter into an agreement with CDS pursuant to which, among other things, CDS agrees to record the CDS participants who hold Units on behalf of the owners of the Units and any sale or transfer of Units in accordance with a book-based system (the ‘‘Book-Based System’’). In such event, registrations of interests in the Units will be made only through the Book-Based System. It is acknowledged and agreed by each of the Limited Partners that there may be time delays in the recording of information by CDS in the Book-Based System and the recording of information in the Register. However, the General Partner will ensure that, as at the last day of December for each year that the Partnership is in existence, the Register is accurate and

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complete and the record maintained by CDS reflects the Register by CDS participant, to the extent applicable. CDS requires that all Units be represented in the form of a fully registered certificate (the “Certificate”) that is:

(a) deposited with CDS on the date of each Closing;

(b) held by, or on behalf of, CDS as custodian of the Certificate for CDS’ participants; and

(c) registered in the name of CDS or its nominee.

If an agreement is made with CDS, a purchaser of Units will receive only a customer confirmation from the registered dealer or broker, from or through whom he or she has purchased Units and who is a participant of CDS. Each and all of the Limited Partners agree that CDS is acting as their nominee for this purpose and consent to these arrangements. If CDS notifies the Partnership that it is unwilling or unable to continue as depository in connection with the Certificate, or if at any time CDS ceases to be a clearing agency or otherwise ceases to be eligible to be a depository, and the Partnership is unable to locate a qualified successor, or if the Partnership elects to terminate the Book-Based System, the General Partner will make appropriate arrangements to issue certificates representing the Units to Limited Partners who held Units through the Book-Based System prior to the termination, in the amounts of such Limited Partners’ respective holdings of Units as of the effective date of such termination.

3.6 Receipt.

The receipt for any money, securities and other property from the Partnership by a person in whose name any Unit is recorded on the Register, or if such Unit is registered in the names of more than one person, the receipt therefor by any one of such persons or of the duly authorized agents of any such person in that regard shall be a sufficient discharge for all money, securities and other property payable, issuable or deliverable in respect of such Unit and from all liability to see to the application thereof.

3.7 Registrar and Transfer Agent.

A Trust Company appointed from time to time by the General Partner, shall be the Registrar and Transfer Agent of the Partnership and shall, in such capacity, act as registrar and transfer agent of the Units and shall maintain the Register. The General Partner shall cause the Registrar and Transfer Agent to perform all other duties usually performed by a registrar and transfer agent of certificates of shares in a corporation, except as the same may be modified by reason of the nature of the Units. If there is a change in the Registrar and Transfer Agent, the General Partner will notify the Limited Partners of such change.

3.8 Admission as Additional or Substituted Limited Partner.

When a Subscriber’s subscription has been accepted pursuant to Section 4.3 and such Subscriber’s (or his or her agent’s) cheque for the Subscription Price has been honoured upon presentation for payment, or where a successor of a Limited Partner is entitled to become a Limited Partner pursuant to the provisions hereof:

(a) all Partners will be deemed to consent to the admission of the Subscriber or the successor to the Partnership as a Limited Partner, without any further act of the Partners;

(b) the General Partner shall, or shall cause the Registrar and Transfer Agent to, enter such Subscriber or successor on the Register as a Limited Partner and as the holder of record of the applicable number of Units; and

(c) the General Partner shall execute this Agreement on behalf of such Subscriber or successor.

Upon the completion of the foregoing matters, such Subscriber or successor, as the case may be, shall become a Limited Partner and the General Partner shall, or shall cause the Registrar and Transfer Agent to, make such filings and recordings, if any, as are required by law.

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3.9 No Joint or Nominee Ownership.

The General Partner shall instruct the Registrar and Transfer Agent to deny any transfer of Units to joint transferees or to a transferee identified only by a nominee name.

3.10 Recording of Transfer.

Subject to the provisions of Article 5, the Registrar and Transfer Agent and CDS, as applicable, will record all transfers of Units and the General Partner will amend or cause to be amended the Register and will do all things and make such filings and recordings as are required by law to effect and record such transfers.

3.11 Effective Date of Transfer.

The effective date of any transfer of Units is the later of the day on which all necessary documentation respecting such transfer has been filed or completed in accordance with this Agreement and applicable legislation and the day the General Partner records the transferee in the Register as having been admitted as a Limited Partner, as of which date the transferee will become a Limited Partner and will be deemed to have been accepted as such by every other Limited Partner. No transfer shall relieve the transferor from any obligations to the Partnership incurred prior to the transfer becoming effective.

3.12 No Obligation to See to Execution of Trust.

Except as specifically provided in this Agreement, neither the Registrar and Transfer Agent nor the General Partner shall be bound to recognize or see to the execution of any trust (express, implied or constructive) or any charge, pledge or equity to which any of the Units or any interest therein may be subject nor to ascertain or inquire whether any sale or transfer of any such Units or any interest therein by any Limited Partner or his or her personal representatives is authorized by such trust, charge, pledge or equity, nor to recognize any person as having any interest in, or rights of an owner of, any Units except for the person recorded on the Register as the holder of such Units.

3.13 Successors in Interest of Limited Partners.

Any person becoming entitled to any Units in consequence of the death, incapacity or bankruptcy of any Limited Partner, or otherwise by operation of law, shall be recorded in the Register as a Limited Partner and as the holder of such Units only upon production of evidence satisfactory to the Registrar and Transfer Agent of such entitlement, upon delivery of such a Transfer Form and Power of Attorney and other documentation as the General Partner and the Registrar and Transfer Agent shall request, acting reasonably, duly completed and properly executed, upon compliance with and subject to the provisions of Article 5, and upon delivery to the Registrar and Transfer Agent of such other evidence, approvals and consents in respect of such entitlement as the Registrar and Transfer Agent may require or as may be required by law. In the absence of compliance:

(a) such entitlement will not be recognized;

(b) the person claiming such entitlement will not be entered in the Register and will not become a substituted Limited Partner under the Partnership Act;

(c) no amendment to the Register will be made; and

(d) any such person will have no right to inspect the Partnership’s books and records, to be given any information about matters affecting the Partnership or to be given an accounting of the Partnership’s affairs, but will only be entitled to receive the share of the profits or other compensation by way of income or the return of capital contributed to which the transferor would otherwise be entitled.

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3.14 Continuing Liability after Transfer.

A transferor of Units will remain liable for reimbursement to the Partnership of any amount distributed to it by the Partnership that may be necessary to restore the capital of the Partnership to the amount existing immediately prior to such distribution, if such distribution resulted in reduction in the capital of the Partnership and in the incapacity of the Partnership to pay its debts as and when such debts become due.

3.15 Pledge of Unit.

A Limited Partner may mortgage, hypothecate, pledge, charge or grant a security interest in a Unit held by such Limited Partner as security for a loan to or an obligation of such Limited Partner, without the prior written consent of the General Partner, provided that the person in whose favour such mortgage, hypothecation, pledge, charge or security interest is granted executes and delivers to the General Partner an acknowledgement in a form acceptable to the General Partner whereby such person agrees that in the event of enforcement of such security it will be bound by and subject to the terms of this Agreement. If a Unit is so mortgaged, hypothecated, pledged, or charged or if a security interest therein is so granted, the General Partner will, upon receipt of a written request from the Limited Partner, deliver to the person specified by the Limited Partner in the written request a written acknowledgement of notice of the mortgage, hypothecation, pledge, charge or granting of a security interest and confirmation that, upon receipt by the General Partner of a written order from that person setting forth an address for payment in Canada, all distributions by the Partnership in respect of the Unit will thereafter be made to that person at that address, or at such other address in Canada as that person from time to time advises the General Partner in writing, until that person delivers to the General Partner a written release from such acknowledgement and order, and the Limited Partner, by delivering the written request to the General Partner, will thereby authorize the General Partner to make, and consent to make all distributions so made.

3.16 Notification of Ownership.

A Limited Partner, or Related Group of Persons who are Limited Partners, who acquire a number of Units sufficient to result in their direct or indirect ownership of or control or direction over an aggregate number of Units equal to 40% or more of the issued and outstanding Units shall notify the General Partner of such acquisition, and shall provide the Required Information to the General Partner. A similar requirement applies in respect of the acquisition of 75% or more of the issued and outstanding Units. In addition, the Limited Partners shall when demanded by the General Partner deliver the Required Information to the General Partner. The “Required Information” is a written statement or statutory declaration in form prescribed by the General Partner setting out the number of Units held by a Limited Partner, the name and address of any other person on whose behalf a Limited Partner holds Units (together with a similar statement or declaration made by such other person, if any), and the highest price paid by a Limited Partner (or other person), or the value in dollars of the highest consideration given by a Limited Partner (or other person), for the acquisition of a Unit within the twelve months preceding the date of the General Partner’s demand for the Required Information.

3.17 Take Over Bids.

The General Partner shall reject any transfer of Units where a Person who, alone, or jointly or in concert with another Person makes an offer to one or more Limited Partners to acquire Units, if the Units subject to the offer to acquire, together with the offeror’s securities constitute 20% or more of the Units outstanding as at the date of that offer to acquire (a “Take Over Bid”), unless such offeror makes an irrevocable offer to purchase all or any portion (at the election of each offeree) of the issued Units that are outstanding as of the date of the initial Take Over Bid for the same price and on the same terms as set out in the original Take Over Bid and such offer will remain outstanding for not less than 35 days.

3.18 Post-Take Over Bid Acquisition Procedure.

If a Take Over Bid is made for Units and is accepted by the holders of a number of Units which, together with the Units held by the offeror and its affiliates and the associates, constitute 90% of the Units then outstanding, the offeror will be entitled to acquire, for the same amount of money or other consideration per Unit as was offered

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under the bid, those Units in respect of which the bid was not accepted, upon complying with requirements with respect to those Units and the holders thereof that are the same as those with which the offeror, if those Units were shares issued under the CBCA in respect of which such bid by the offeror had not been accepted, would be required under section 206 of the CBCA to comply in order to be entitled to acquire such shares on such basis.

3.19 Buyout and Takeout Rights.

(a) In the event a Limited Partner, or Related Group of Limited Partners, becomes the beneficial owner of or exercises control or direction over 75% or more of the outstanding Units (collectively, a “Majority Limited Partner”), the Majority Limited Partner will have the right (the “Buyout Right”) to acquire all, but not less than all, of the outstanding Units held by the remaining Limited Partners at a price per Unit (the “Buyout Price”) equal to the greater of (i) the most recent purchase price paid for a Unit by the Majority Limited Partner from an arm’s length third party, and (ii) the value which is the mid-point of the range of values stated for the Units in an appraisal (an “Appraisal”) prepared by a bank approved appraiser selected by the General Partner. Such right is exercisable by written notice from the Majority Limited Partner to the General Partner confirming that it intends to exercise its Buyout Right. The Buyout Right must be exercised within 10 days of the date the Majority Limited Partner became a Majority Limited Partner, and if not exercised within such time the Buyout Right of that Majority Limited Partner will expire and be of no further force or effect. Upon receipt of such notice the General Partner will advise all Limited Partners that the Majority Limited Partner has exercised its Buyout Right and commission an Appraisal. The sale of the Units held by Limited Partners other than the Majority Limited Partner shall be completed within 30 days of completion of the Appraisal, and the Majority Limited Partner will make financial arrangements acceptable to the General Partner, acting reasonably, to facilitate such sale.

(b) In the event the Majority Limited Partner has not exercised its Buyout Right in accordance with subsection (a) above, then the General Partner will, as promptly as is reasonably practicable after expiry of the 10 day notification period, notify all Limited Partners that the Majority Limited Partner has become a Majority Limited Partner, and thereafter each other Limited Partner shall have the right (the “Takeout Right”) to require the Majority Limited Partner to acquire all but not less than all the Units held by such other Limited Partner for the Buyout Price, and the Majority Limited Partner will acquire all the Units held by such Limited Partners that elect to exercise the Takeout Right (the “Electing Limited Partners”) for the Buyout Price. Electing Limited Partners shall be required to exercise their Takeout Right by providing written notice to the General Partner of their election to exercise such right within 20 days after receipt or deemed receipt of the initial notice from the General Partner. The sale of the Units held by Electing Limited Partners shall be completed within 30 days of completion of the Appraisal, and the Majority Limited Partner will make financial arrangements acceptable to the General Partner, acting reasonably, to facilitate such sale.

(c) The General Partner shall have the right to establish mechanisms from time to time to facilitate the completion of the Buyout Right and the Takeout Right, and the Limited Partners will grant the General Partner the power of attorney set out in Section 19.1 hereof giving the General Partner full power and authority to take such actions and complete such documents and filings that may be necessary to consummate the exercise of the Buyout Right and/or the Takeout Right, as the case may be.

ARTICLE 4 - SALE OF UNITS AND CONTRIBUTIONS

4.1 Sale of Units.

Following the First Closing, the General Partner shall be entitled to raise capital for the Partnership in the Jurisdictions, and in such other jurisdictions, as the General Partner may determine