STANDING STONE REDWATER II LIMITED PARTNERSHIP

TO: Standing Stone Redwater II Limited Partnership

The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of units (“Units”) of the Partnership set forth below for the aggregate consideration set forth below, representing a subscription price of Cdn. $1,000.00 per Unit, upon and subject to the terms and conditions set forth in the “Terms and Conditions of the Subscription for Units of Standing Stone Redwater II Limited Partnershipattached hereto and forming a part hereof (together with this face page, the “Subscription Agreement”). In addition to this face page, the Subscriber must, if applicable, also complete the schedules attached hereto.

Date: ___________________________________________                                                                                      Full Legal Name of Subscriber (please print) By:                                                                             Authorized Signature                                                                                    Official Title or Capacity (please print)                                                                                    Name of Signatory (please print name of individual whose signature appears above if different than name of Subscriber)                                                                                    Subscriber’s Address (including postal code)                                                                                                                                                                         Telephone Number (including area code)                                                                                    Email Address                                                                                    By executing this Subscription, you are consenting to the collection, use and disclosure of personal information in the manner described in the Privacy Notice on page 14 of this Subscription, as well as the indirect collection of the personal information by the Ontario Securities Commission.		Number of Units:
		Aggregate Subscription Price:                     (number of Units x $1,000)
		Register the Units as follows:                                                                               Name                                                                             Account reference, if applicable                                                                             Address (including postal code)
		Deliver the Units as follows (if different from above):                                                                      Name                                                                    Account reference, if applicable                                                                    Contact Name                                                                    Address (including postal code)                                                                    Telephone Number (including area code)

ACCEPTANCE: Receipt is acknowledged and the foregoing Subscription is accepted, subject to the terms and conditions herein set out, the Partnership this ______ day of ______________________, 20__.

(by its General Partner, STANDING STONE REDWATER PROPERTIES LTD.)

STANDING STONE REDWATER II LIMITED PARTNERSHIP

Offering pursuant to the Offering Memorandum of the Partnership dated March 23, 2009, of Limited Partnership Units (“Units”) at a subscription price of $1,000.00 per Unit

The Units will be subject to an indefinite hold period during which they may not be traded unless permitted under securities legislation.

TO:                  Standing Stone Redwater II Limited Partnership

1.         Offering Memorandum: Words and phrases used in this Subscription Agreement and Acknowledgement shall have the same meaning as in the Offering Memorandum of the Partnership dated March 23, 2009, (the "Offering Memorandum") in relation to the Units offered therein. The Subscriber hereby acknowledges receipt of the Offering Memorandum and the Subscriber further acknowledges that this Subscription and the Units to be issued on acceptance of this Subscription are subject to the terms and conditions set forth in the Offering Memorandum, all of which are incorporated herein by reference and form part of the contract established by the acceptance of this Subscription.

2.         $10,000 subscription – Eligible Investor Acknowledgement. This Section applies only to residents of Alberta, Manitoba, Northwest Territories, Nunavut, Prince Edward Island, Quebec and Saskatchewan: If the subscription amount is greater than $10,000, and if the Subscriber is a resident of Alberta, Manitoba, Northwest Territories, Nunavut, Prince Edward Island, Quebec or Saskatchewan, in subscribing for the Units of the Partnership, the Subscriber hereby irrevocably represents to the Partnership and acknowledges that the Subscriber is an “eligible investor” as such term is defined in Section 1.1 of National Instrument 45-106, a copy of which definition is attached as Exhibit “A” hereto, and I have initialed the portion of that definition applicable to me.

The Subscriber acknowledges that the Partnership and its counsel are relying upon the foregoing representation and acknowledgement.

3.         Ontario Residents: If the Subscriber is resident in Ontario, the Subscriber hereby irrevocably represents to the Partnership and acknowledges that the Subscriber is either:

a.       Purchasing not less than 150 fully paid Units at an aggregate cash consideration of not less than $150,000, or

b.       Is an accredited investor as such term is defined in Section 1.1 of National Instrument 45-106, a copy of which definition is attached as Exhibit “B” hereto, and I have initialed the portion of that definition applicable to me.

4.         Representations, Warranties and Covenants: By executing this Subscription Agreement, the Subscriber represents, warrants and covenants to the Partnership (and acknowledges that the Partnership and its counsel are relying thereon) that:

a.         the Subscriber has been independently advised as to restrictions with respect to trading in the Units imposed by applicable securities legislation in the jurisdiction in which the Subscriber resides, confirms that no representation has been made to it by or on behalf of the Partnership with respect thereto, acknowledges that the Subscriber is aware of the characteristics of the Units, the risks relating to an investment therein and of the fact that the Subscriber may not be able to resell the Units except in accordance with limited exemptions under applicable securities legislation and regulatory policy, and agrees and undertakes that it will not resell the Units except in accordance with such legislation and policies;

b.         the sale of the Units has not been qualified under the securities legislation of any province or other jurisdiction by way of prospectus, that it is purchasing the Units pursuant to an exemption contained in the securities legislation of the jurisdiction in which the Subscriber is resident, such exemption will exempt the Partnership from certain of the obligations of such securities legislation, and that the Units will be subject to certain restrictions on resale and that the certificate representing the Units will bear a legend prohibiting their transfer in accordance with National Instrument 45-102;

c.         except for the Offering Memorandum and for publicly available information, the Subscriber has not received, nor has the Subscriber requested, nor does the Subscriber have any need to receive, any offering memorandum, or any other document describing the business and affairs of the Partnership which has been prepared for delivery to, and reviewed by, prospective purchasers in order to assist the Subscriber in making an investment decision in respect of the Units;

d.         if an individual, he/she is of the full age of majority and is legally competent to execute this Subscription Agreement and take all actions pursuant hereto;

e.         the Subscriber is purchasing as principal for its own account, not for the benefit of any other person, for investment only and not with a view to the resale or distribution of all or any of the Units;

f.          this Subscription Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber;

g.         the Subscriber has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment and is able to bear the economic risk of loss of the Subscriber’s investment;

h.         if it is a corporation or other entity, the Subscriber has been duly incorporated or created as the case may be, and is valid and subsisting under the laws of its jurisdiction of incorporation or creation and has good and sufficient power, authority and right to enter into and deliver this Subscription Agreement and to perform its obligations hereunder;

i.          if required by applicable securities legislation, policy or order or securities commission, or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Partnership in filing such reports, undertakings and other documents with respect to the issue of the Units as may be required.

The representations, warranties and covenants of the Subscriber shall survive the purchase by the Subscriber of the Units, without limit as to time. The Subscriber acknowledges that the Partnership and its counsel are relying upon the foregoing representations and acknowledgements.

5.         Acceptance: The Subscriber understands that this Subscription may not be accepted by the Partnership, or may be accepted in whole or in part by the Partnership, as it may in its discretion determine. Any acceptance by the Partnership shall be subject to all regulatory approvals and other regulatory requirements that may apply.

6.         The contract arising out of this Subscription Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein and the Subscriber and the Partnership each irrevocably attorn to the jurisdiction of the courts of the Province of Alberta. Time shall be of the essence hereof.

7.         This Subscription Agreement represents the entire agreement of the parties hereto relating to the subject mater hereof and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein.

8.         Enurement: Once accepted by the Partnership, this agreement shall enure to the benefit of and be binding upon each of the Subscriber and the Partnership and their respective heirs, executors, administrators, legal representatives and successors.

9.         Notice and Authorization of Indirect Collection of Personal Information: The Subscriber acknowledges and confirms that the Partnership has given notice to the Subscriber:

(a)        of the of the delivery to the securities regulatory authority or, where applicable, the regulator of the information pertaining to the person as set out in this Subscription including, but not limited to, the name and address of the Subscriber;

(b)        that such information is being collected indirectly by the securities regulatory authority or, where applicable, the regulator under the authority granted to it in securities legislation;

(c)                                                        that this information is being collected for the purposes of the administration and enforcement of the securities legislation; and

(d)                                                        of the title, business address and business telephone number of the public official in the local jurisdiction, who can answer questions about the security regulatory authority’s or, where applicable, the regulator’s indirect collection of the information is as set out in Exhibit “C” hereto;

and the Subscribers hereby authorizes the indirect collection of the information by the securities regulatory authority or, where applicable, the regulator.

10.        Power of Attorney: The Subscriber hereby irrevocably makes, constitutes and appoints the General Partner of the Partnership (the “General Partner”), and any successor to the General Partner under the terms of the Limited Partnership Agreement respecting the Partnership (the “Limited Partnership Agreement”), as its true and lawful attorney and agent, with full power and authority in its name, place and stead to do all of the following, namely:

a)                  Execute the Limited Partnership Agreement;

b)                  execute, swear to, acknowledge, deliver, file and record in the appropriate public offices all certificates and other instruments which the General Partner deems appropriate or necessary to qualify, or to continue the qualification of, the Partnership as a Limited Partnership in the jurisdictions in which the Partnership may conduct its business; all instruments which the General Partner deems appropriate to reflect any amendment, change or modification of the Partnership in accordance with the terms of the Limited Partnership Agreement; all conveyances and other instruments or documents which the General Partner deems appropriate to reflect the dissolution and liquidation of the Partnership pursuant to the terms of the Limited Partnership Agreement; and all instruments relating to the admission of additional or the withdrawal of Limited Partners; and

c)                  execute and file with any government body any documents which might be filed or which might be required to be filed in connection with the business of the Partnership.

Exhibit "A"

(a)        ____ a person whose

            (i)         net assets, alone or with a spouse, in the case of an individual, exceed $400,000,

(ii)        net income before taxes exceeded $75,000 in each of the two most recent calendar years and who reasonably expects to exceed that income level in the current calendar year, or

(iii)       net income before taxes, alone or with a spouse, in the case of an individual, exceeded $125,000 in each of the two most recent calendar years and who reasonably expects to exceed that income level in the current calendar year,

(b)        ____ a person or company of which a majority of the voting securities are beneficially owned by eligible investors or a majority of the directors are eligible investors,

(c)        ____ a general partnership in which all of the partners are eligible investors,

(d)        ____ a limited partnership in which the majority of the general partners are eligible investors,

(e)        ____ a trust or estate in which all of the beneficiaries or a majority of the trustees are eligible investors,

(f)        ____ an accredited investor, or

(g)        ____ a person or company that has obtained advice regarding the suitability of the investment and if the person or company is in a jurisdiction of Canada that advice has been obtained from an investment dealer, securities dealer or their equivalent, registered under the securities legislation of the jurisdiction.

(a)   ___ a Canadian financial institution, or an authorized foreign bank named in Schedule III of the Bank Act (Canada),

(b)   ___ the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),

(c)   ___ a subsidiary of any person or company referred to in paragraphs (a) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary,

(d)   ___ a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer registered under the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador),

(e)   ___ an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada, as a representative of a person or company referred to in paragraph (d), 

(f)   ___ the government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada,

(g)   ___ a municipality, public board or commission in Canada and a metropolitan community, school board, the Comite de gestion de la taxe scolaire de l’ile de Montreal or an intermunicipal management board in Quebec,

(h)   ___ any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government,

(i)    ___ a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a provincial pension commission or similar regulatory authority of a jurisdiction of Canada,

(j)    ___ an individual who, either alone or jointly with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000 (“financial assets” being cash, securities or a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation),

(k)   ___ an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year,

(l)    ___ an individual who, either alone or with a spouse, has net assets of at least $5,000,000,

(m) ___ a person, other than an individual or investment fund, that has net assets of at least $5,000,000, as shown on its most recently prepared financial statements,

(n)   ___ an investment fund that distributes or has distributed its securities only to (i) a person that is or was an accredited investor at the time of the distribution, (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 and 2.19 of National Instrument 45-106, or (iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of National Instrument 45-106,

(o)   ___ an investment fund that distributes or has distributed its securities under a prospectus in a jurisdiction of Canada for which the regulator or , in Quebec, the securities regulatory authority, has issued a receipts,

(p)   ___ a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be,

(q)   ___ a person acting on behalf of a fully managed account managed by that person, if that person (i) is registered or authorized to carry on business under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and (ii) in Ontario, is purchasing a security that is not a security of an investment fund,

(r)   ___ a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to provide advice on the securities being traded,

(s)   ___ an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function,

(t)    ___ a person or company in respect of which all of the owners of interests, direct or indirect, legal or beneficial, except the voting securities required by law to be owned by directors, are persons or companies that are accredited investors,

(u)   ___ an investment fund that is advised by the securities regulatory authority or , except in Ontario and Quebec, the regulator as(i) an accredited investor, or (ii) an exempt purchaser in Alberta or British Columbia after National Instrument 45-106 comes into force.

Securities Regulatory Authorities and Regulators

British Columbia Securities Commission

701 West Georgia Street

Vancouver, British Columbia V7Y 1L2

Toll free in British Columbia and Alberta 1-800-373-6393

4th Floor, 300 – 5th Avenue SW

Calgary, Alberta T2P 3C4

Saskatchewan Financial Services Commission

6th Floor, 1919 Saskatchewan Drive

Regina, Saskatchewan S4P 3V7

The Manitoba Securities Commission

1130 – 405 Broadway Avenue

Winnipeg, Manitoba R3C 3L6

Toronto, Ontario M5H 3S8

Public official contact regarding indirect collection of information:

Administrative Assistant to the Director of Corporate Finance

Autorité des marchés financiers

800, Square Victoria, 22e étage

C.P. 246, Tour de la Bourse

Telephone: (514) 395-0337

New Brunswick Securities Commission

133 Prince William Street, Suite 606

Saint John, New Brunswick E2L 2B5

2nd Floor, Joseph Howe Building

1690 Hollis Street

Halifax, Nova Scotia B3J 3J9

Prince Edward Island Securities Office

95 Rochford Street, P.O. Box 2000

Charlottetown, Prince Edward Island C1A 7N8

Securities Commission of Newfoundland and Labrador

P.O. Box 8700 2nd Floor, West Block Confederation Building

St. John’s, Newfoundland and Labrador A1B 4J6

2130 Second Avenue

Whitehorse, YT Y1A 5H6

Government of Northwest Territories

1st Floor Stuart M. Hodgson Building

5009 – 49th Street

Yellowknife, Northwest Territories X1A 2L9

P.O. Box 1000 – Station 570

Iqaluit, Nunavut X0A 0H0

RISK ACKNOWLEDGEMENT   ·                    I acknowledge that this is a risky investment. ·                    I am investing entirely at my own risk. ·                    No securities commission has evaluated or endorsed the merits of these securities or the disclosure in the offering memorandum. ·                    The person selling me these securities is not registered with a securities commission and has no duty to tell me whether this investment is suitable for me. ·                    I will not be able to sell these securities for 4 months. ·                    I could lose all the money I invest.    I am investing $__________________ [total consideration] in total; this includes any amount I am obliged to pay in future. Standing Stone Redwater II Limited Partnership will pay $_____________________ [amount of fee or commission] of this to _______________________ [name of person or company selling the securities] as a fee or commission. I acknowledge that this is a risky investment and that I could lose all the money I invest.   _________________________                                  ______________________________ Date                                                                             Signature of Purchaser                                                                                       ______________________________                                                                                     Print name of Purchaser   Sign 2 copies of this document. Keep one copy for your records.

WARNING

You have two business days to cancel your purchase. [Instruction: The issuer must complete this section before giving the form to the purchaser.]

To do so, send a notice to Standing Stone Redwater II Limited Partnership stating that you want to cancel your purchase. You must send the notice before midnight on the 2^nd business day after you sign the agreement to purchase the securities. You can send the notice by fax or email or deliver it in person to Standing Stone Redwater II Limited Partnership at its business address. Keep a copy of the notice for your records.

Issuer Name and Address:

Standing Stone Redwater II Limited Partnership

1920, 10020 – 101A Avenue

Edmonton, Alberta, T5J 3G2

They are called exempt market securities because two parts of the securities law do not apply to them. If an issuer wants to sell exempt market securities to you:

·                    The issuer does not have to give you a prospectus (a document that describes the investment in detail and gives you some legal protections); and

·                    The securities do not have to be sold by an investment dealer registered with a securities commission.

There are restrictions on your ability to resell exempt market securities. Exempt market securities are more risky than other securities.

Read the offering memorandum carefully because it has important information about the issuer and its securities. Keep the offering memorandum because you have rights based on it. Talk to a lawyer for details about these rights.

You will not receive advice 

You will not get professional advice about whether the investment is suitable for you. But you can still seek that advice from an advisor or investment dealer registered with a securities commission. Contact the Investment Dealers Association of Canada (website: www.ida.ca) for a list of registered investment dealers in your area.

For more information on the exempt market, call your local securities commission. British Columbia Securities Commission, Telephone: (604) 899-6500, website: www.bcsc.bc.ca. Alberta Securities Commission, Telephone: (403) 297-6454, website: www.albertasecurities.com.

[Instruction: The purchaser must sign two copies of this form. The purchaser and the issuer must each receive a signed copy.]

RISK ACKNOWLEDGEMENT   ·                    I acknowledge that this is a risky investment. ·                    I am investing entirely at my own risk. ·                    No securities commission has evaluated or endorsed the merits of these securities or the disclosure in the offering memorandum. ·                    The person selling me these securities is not registered with a securities commission and has no duty to tell me whether this investment is suitable for me. ·                    I will not be able to sell these securities for 4 months. ·                    I could lose all the money I invest.    I am investing $__________________ [total consideration] in total; this includes any amount I am obliged to pay in future. Standing Stone Redwater II Limited Partnership will pay $_____________________ [amount of fee or commission] of this to _______________________ [name of person or company selling the securities] as a fee or commission. I acknowledge that this is a risky investment and that I could lose all the money I invest.   _________________________                                  ______________________________ Date                                                                             Signature of Purchaser                                                                                       ______________________________                                                                                     Print name of Purchaser   Sign 2 copies of this document. Keep one copy for your records.

WARNING

You have two business days to cancel your purchase. [Instruction: The issuer must complete this section before giving the form to the purchaser.]

To do so, send a notice to Standing Stone Redwater II Limited Partnership stating that you want to cancel your purchase. You must send the notice before midnight on the 2^nd business day after you sign the agreement to purchase the securities. You can send the notice by fax or email or deliver it in person to Standing Stone Redwater II Limited Partnership at its business address. Keep a copy of the notice for your records.

Issuer Name and Address:

Standing Stone Redwater II Limited Partnership

1920, 10020 – 101A Avenue

Edmonton, Alberta, T5J 3G2

They are called exempt market securities because two parts of the securities law do not apply to them. If an issuer wants to sell exempt market securities to you:

·                    The issuer does not have to give you a prospectus (a document that describes the investment in detail and gives you some legal protections); and

·                    The securities do not have to be sold by an investment dealer registered with a securities commission.

There are restrictions on your ability to resell exempt market securities. Exempt market securities are more risky than other securities.

Read the offering memorandum carefully because it has important information about the issuer and its securities. Keep the offering memorandum because you have rights based on it. Talk to a lawyer for details about these rights.

You will not receive advice 

You will not get professional advice about whether the investment is suitable for you. But you can still seek that advice from an advisor or investment dealer registered with a securities commission. Contact the Investment Dealers Association of Canada (website: www.ida.ca) for a list of registered investment dealers in your area.

For more information on the exempt market, call your local securities commission. British Columbia Securities Commission, Telephone: (604) 899-6500, website: www.bcsc.bc.ca. Alberta Securities Commission, Telephone: (403) 297-6454, website: www.albertasecurities.com.

[Instruction: The purchaser must sign two copies of this form. The purchaser and the issuer must each receive a signed copy.]

STANDING STONE REDWATER II LIMITED PARTNERSHIP

 

TO: Standing Stone Redwater II Limited Partnership

The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of units (“Units”) of the Partnership set forth below for the aggregate consideration set forth below, representing a subscription price of Cdn. $1,000.00 per Unit, upon and subject to the terms and conditions set forth in the “Terms and Conditions of the Subscription for Units of Standing Stone Redwater II Limited Partnershipattached hereto and forming a part hereof (together with this face page, the “Subscription Agreement”). In addition to this face page, the Subscriber must, if applicable, also complete the schedules attached hereto.

Date: ___________________________________________                                                                                      Full Legal Name of Subscriber (please print) By:                                                                             Authorized Signature                                                                                    Official Title or Capacity (please print)                                                                                    Name of Signatory (please print name of individual whose signature appears above if different than name of Subscriber)                                                                                    Subscriber’s Address (including postal code)                                                                                                                                                                         Telephone Number (including area code)                                                                                    Email Address                                                                                    By executing this Subscription, you are consenting to the collection, use and disclosure of personal information in the manner described in the Privacy Notice on page 14 of this Subscription, as well as the indirect collection of the personal information by the Ontario Securities Commission.		Number of Units:
		Aggregate Subscription Price:                     (number of Units x $1,000)
		Register the Units as follows:                                                                               Name                                                                             Account reference, if applicable                                                                             Address (including postal code)
		Deliver the Units as follows (if different from above):                                                                      Name                                                                    Account reference, if applicable                                                                    Contact Name                                                                    Address (including postal code)                                                                    Telephone Number (including area code)

ACCEPTANCE: Receipt is acknowledged and the foregoing Subscription is accepted, subject to the terms and conditions herein set out, the Partnership this ______ day of ______________________, 20__.

(by its General Partner, STANDING STONE REDWATER PROPERTIES LTD.)

STANDING STONE REDWATER II LIMITED PARTNERSHIP

Offering pursuant to the Offering Memorandum of the Partnership dated March 23, 2009, of Limited Partnership Units (“Units”) at a subscription price of $1,000.00 per Unit

The Units will be subject to an indefinite hold period during which they may not be traded unless permitted under securities legislation.

TO:                  Standing Stone Redwater II Limited Partnership

1.         Offering Memorandum: Words and phrases used in this Subscription Agreement and Acknowledgement shall have the same meaning as in the Offering Memorandum of the Partnership dated March 23, 2009, (the "Offering Memorandum") in relation to the Units offered therein. The Subscriber hereby acknowledges receipt of the Offering Memorandum and the Subscriber further acknowledges that this Subscription and the Units to be issued on acceptance of this Subscription are subject to the terms and conditions set forth in the Offering Memorandum, all of which are incorporated herein by reference and form part of the contract established by the acceptance of this Subscription.

2.         $10,000 subscription – Eligible Investor Acknowledgement. This Section applies only to residents of Alberta, Manitoba, Northwest Territories, Nunavut, Prince Edward Island, Quebec and Saskatchewan: If the subscription amount is greater than $10,000, and if the Subscriber is a resident of Alberta, Manitoba, Northwest Territories, Nunavut, Prince Edward Island, Quebec or Saskatchewan, in subscribing for the Units of the Partnership, the Subscriber hereby irrevocably represents to the Partnership and acknowledges that the Subscriber is an “eligible investor” as such term is defined in Section 1.1 of National Instrument 45-106, a copy of which definition is attached as Exhibit “A” hereto, and I have initialed the portion of that definition applicable to me.

The Subscriber acknowledges that the Partnership and its counsel are relying upon the foregoing representation and acknowledgement.

3.         Ontario Residents: If the Subscriber is resident in Ontario, the Subscriber hereby irrevocably represents to the Partnership and acknowledges that the Subscriber is either:

a.       Purchasing not less than 150 fully paid Units at an aggregate cash consideration of not less than $150,000, or

b.       Is an accredited investor as such term is defined in Section 1.1 of National Instrument 45-106, a copy of which definition is attached as Exhibit “B” hereto, and I have initialed the portion of that definition applicable to me.

4.         Representations, Warranties and Covenants: By executing this Subscription Agreement, the Subscriber represents, warrants and covenants to the Partnership (and acknowledges that the Partnership and its counsel are relying thereon) that:

a.         the Subscriber has been independently advised as to restrictions with respect to trading in the Units imposed by applicable securities legislation in the jurisdiction in which the Subscriber resides, confirms that no representation has been made to it by or on behalf of the Partnership with respect thereto, acknowledges that the Subscriber is aware of the characteristics of the Units, the risks relating to an investment therein and of the fact that the Subscriber may not be able to resell the Units except in accordance with limited exemptions under applicable securities legislation and regulatory policy, and agrees and undertakes that it will not resell the Units except in accordance with such legislation and policies;

b.         the sale of the Units has not been qualified under the securities legislation of any province or other jurisdiction by way of prospectus, that it is purchasing the Units pursuant to an exemption contained in the securities legislation of the jurisdiction in which the Subscriber is resident, such exemption will exempt the Partnership from certain of the obligations of such securities legislation, and that the Units will be subject to certain restrictions on resale and that the certificate representing the Units will bear a legend prohibiting their transfer in accordance with National Instrument 45-102;

c.         except for the Offering Memorandum and for publicly available information, the Subscriber has not received, nor has the Subscriber requested, nor does the Subscriber have any need to receive, any offering memorandum, or any other document describing the business and affairs of the Partnership which has been prepared for delivery to, and reviewed by, prospective purchasers in order to assist the Subscriber in making an investment decision in respect of the Units;

d.         if an individual, he/she is of the full age of majority and is legally competent to execute this Subscription Agreement and take all actions pursuant hereto;

e.         the Subscriber is purchasing as principal for its own account, not for the benefit of any other person, for investment only and not with a view to the resale or distribution of all or any of the Units;

f.          this Subscription Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber;

g.         the Subscriber has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment and is able to bear the economic risk of loss of the Subscriber’s investment;

h.         if it is a corporation or other entity, the Subscriber has been duly incorporated or created as the case may be, and is valid and subsisting under the laws of its jurisdiction of incorporation or creation and has good and sufficient power, authority and right to enter into and deliver this Subscription Agreement and to perform its obligations hereunder;

i.          if required by applicable securities legislation, policy or order or securities commission, or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Partnership in filing such reports, undertakings and other documents with respect to the issue of the Units as may be required.

The representations, warranties and covenants of the Subscriber shall survive the purchase by the Subscriber of the Units, without limit as to time. The Subscriber acknowledges that the Partnership and its counsel are relying upon the foregoing representations and acknowledgements.

5.         Acceptance: The Subscriber understands that this Subscription may not be accepted by the Partnership, or may be accepted in whole or in part by the Partnership, as it may in its discretion determine. Any acceptance by the Partnership shall be subject to all regulatory approvals and other regulatory requirements that may apply.

6.         The contract arising out of this Subscription Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein and the Subscriber and the Partnership each irrevocably attorn to the jurisdiction of the courts of the Province of Alberta. Time shall be of the essence hereof.

7.         This Subscription Agreement represents the entire agreement of the parties hereto relating to the subject mater hereof and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein.

8.         Enurement: Once accepted by the Partnership, this agreement shall enure to the benefit of and be binding upon each of the Subscriber and the Partnership and their respective heirs, executors, administrators, legal representatives and successors.

9.         Notice and Authorization of Indirect Collection of Personal Information: The Subscriber acknowledges and confirms that the Partnership has given notice to the Subscriber:

(a)        of the of the delivery to the securities regulatory authority or, where applicable, the regulator of the information pertaining to the person as set out in this Subscription including, but not limited to, the name and address of the Subscriber;

(b)        that such information is being collected indirectly by the securities regulatory authority or, where applicable, the regulator under the authority granted to it in securities legislation;

(c)                                                        that this information is being collected for the purposes of the administration and enforcement of the securities legislation; and

(d)                                                        of the title, business address and business telephone number of the public official in the local jurisdiction, who can answer questions about the security regulatory authority’s or, where applicable, the regulator’s indirect collection of the information is as set out in Exhibit “C” hereto;

and the Subscribers hereby authorizes the indirect collection of the information by the securities regulatory authority or, where applicable, the regulator.

10.        Power of Attorney: The Subscriber hereby irrevocably makes, constitutes and appoints the General Partner of the Partnership (the “General Partner”), and any successor to the General Partner under the terms of the Limited Partnership Agreement respecting the Partnership (the “Limited Partnership Agreement”), as its true and lawful attorney and agent, with full power and authority in its name, place and stead to do all of the following, namely:

a)                  Execute the Limited Partnership Agreement;

b)                  execute, swear to, acknowledge, deliver, file and record in the appropriate public offices all certificates and other instruments which the General Partner deems appropriate or necessary to qualify, or to continue the qualification of, the Partnership as a Limited Partnership in the jurisdictions in which the Partnership may conduct its business; all instruments which the General Partner deems appropriate to reflect any amendment, change or modification of the Partnership in accordance with the terms of the Limited Partnership Agreement; all conveyances and other instruments or documents which the General Partner deems appropriate to reflect the dissolution and liquidation of the Partnership pursuant to the terms of the Limited Partnership Agreement; and all instruments relating to the admission of additional or the withdrawal of Limited Partners; and

c)                  execute and file with any government body any documents which might be filed or which might be required to be filed in connection with the business of the Partnership.

Exhibit "A"

(a)        ____ a person whose

            (i)         net assets, alone or with a spouse, in the case of an individual, exceed $400,000,

(ii)        net income before taxes exceeded $75,000 in each of the two most recent calendar years and who reasonably expects to exceed that income level in the current calendar year, or

(iii)       net income before taxes, alone or with a spouse, in the case of an individual, exceeded $125,000 in each of the two most recent calendar years and who reasonably expects to exceed that income level in the current calendar year,

(b)        ____ a person or company of which a majority of the voting securities are beneficially owned by eligible investors or a majority of the directors are eligible investors,

(c)        ____ a general partnership in which all of the partners are eligible investors,

(d)        ____ a limited partnership in which the majority of the general partners are eligible investors,

(e)        ____ a trust or estate in which all of the beneficiaries or a majority of the trustees are eligible investors,

(f)        ____ an accredited investor, or

(g)        ____ a person or company that has obtained advice regarding the suitability of the investment and if the person or company is in a jurisdiction of Canada that advice has been obtained from an investment dealer, securities dealer or their equivalent, registered under the securities legislation of the jurisdiction.

(a)   ___ a Canadian financial institution, or an authorized foreign bank named in Schedule III of the Bank Act (Canada),

(b)   ___ the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),

(c)   ___ a subsidiary of any person or company referred to in paragraphs (a) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary,

(d)   ___ a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer registered under the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador),

(e)   ___ an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada, as a representative of a person or company referred to in paragraph (d), 

(f)   ___ the government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada,

(g)   ___ a municipality, public board or commission in Canada and a metropolitan community, school board, the Comite de gestion de la taxe scolaire de l’ile de Montreal or an intermunicipal management board in Quebec,

(h)   ___ any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government,

(i)    ___ a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a provincial pension commission or similar regulatory authority of a jurisdiction of Canada,

(j)    ___ an individual who, either alone or jointly with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000 (“financial assets” being cash, securities or a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation),

(k)   ___ an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year,

(l)    ___ an individual who, either alone or with a spouse, has net assets of at least $5,000,000,

(m) ___ a person, other than an individual or investment fund, that has net assets of at least $5,000,000, as shown on its most recently prepared financial statements,

(n)   ___ an investment fund that distributes or has distributed its securities only to (i) a person that is or was an accredited investor at the time of the distribution, (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 and 2.19 of National Instrument 45-106, or (iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of National Instrument 45-106,

(o)   ___ an investment fund that distributes or has distributed its securities under a prospectus in a jurisdiction of Canada for which the regulator or , in Quebec, the securities regulatory authority, has issued a receipts,

(p)   ___ a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be,

(q)   ___ a person acting on behalf of a fully managed account managed by that person, if that person (i) is registered or authorized to carry on business under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and (ii) in Ontario, is purchasing a security that is not a security of an investment fund,

(r)   ___ a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to provide advice on the securities being traded,

(s)   ___ an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function,

(t)    ___ a person or company in respect of which all of the owners of interests, direct or indirect, legal or beneficial, except the voting securities required by law to be owned by directors, are persons or companies that are accredited investors,

(u)   ___ an investment fund that is advised by the securities regulatory authority or , except in Ontario and Quebec, the regulator as(i) an accredited investor, or (ii) an exempt purchaser in Alberta or British Columbia after National Instrument 45-106 comes into force.

Securities Regulatory Authorities and Regulators

British Columbia Securities Commission

701 West Georgia Street

Vancouver, British Columbia V7Y 1L2

Toll free in British Columbia and Alberta 1-800-373-6393

4th Floor, 300 – 5th Avenue SW

Calgary, Alberta T2P 3C4

Saskatchewan Financial Services Commission

6th Floor, 1919 Saskatchewan Drive

Regina, Saskatchewan S4P 3V7

The Manitoba Securities Commission

1130 – 405 Broadway Avenue

Winnipeg, Manitoba R3C 3L6

Toronto, Ontario M5H 3S8

Public official contact regarding indirect collection of information:

Administrative Assistant to the Director of Corporate Finance

Autorité des marchés financiers

800, Square Victoria, 22e étage

C.P. 246, Tour de la Bourse

Telephone: (514) 395-0337

New Brunswick Securities Commission

133 Prince William Street, Suite 606

Saint John, New Brunswick E2L 2B5

2nd Floor, Joseph Howe Building

1690 Hollis Street

Halifax, Nova Scotia B3J 3J9

Prince Edward Island Securities Office

95 Rochford Street, P.O. Box 2000

Charlottetown, Prince Edward Island C1A 7N8

Securities Commission of Newfoundland and Labrador

P.O. Box 8700 2nd Floor, West Block Confederation Building

St. John’s, Newfoundland and Labrador A1B 4J6

2130 Second Avenue

Whitehorse, YT Y1A 5H6

Government of Northwest Territories

1st Floor Stuart M. Hodgson Building

5009 – 49th Street

Yellowknife, Northwest Territories X1A 2L9

P.O. Box 1000 – Station 570

Iqaluit, Nunavut X0A 0H0

RISK ACKNOWLEDGEMENT   ·                    I acknowledge that this is a risky investment. ·                    I am investing entirely at my own risk. ·                    No securities commission has evaluated or endorsed the merits of these securities or the disclosure in the offering memorandum. ·                    The person selling me these securities is not registered with a securities commission and has no duty to tell me whether this investment is suitable for me. ·                    I will not be able to sell these securities for 4 months. ·                    I could lose all the money I invest.    I am investing $__________________ [total consideration] in total; this includes any amount I am obliged to pay in future. Standing Stone Redwater II Limited Partnership will pay $_____________________ [amount of fee or commission] of this to _______________________ [name of person or company selling the securities] as a fee or commission. I acknowledge that this is a risky investment and that I could lose all the money I invest.   _________________________                                  ______________________________ Date                                                                             Signature of Purchaser                                                                                       ______________________________                                                                                     Print name of Purchaser   Sign 2 copies of this document. Keep one copy for your records.

WARNING

You have two business days to cancel your purchase. [Instruction: The issuer must complete this section before giving the form to the purchaser.]

To do so, send a notice to Standing Stone Redwater II Limited Partnership stating that you want to cancel your purchase. You must send the notice before midnight on the 2^nd business day after you sign the agreement to purchase the securities. You can send the notice by fax or email or deliver it in person to Standing Stone Redwater II Limited Partnership at its business address. Keep a copy of the notice for your records.

Issuer Name and Address:

Standing Stone Redwater II Limited Partnership

1920, 10020 – 101A Avenue

Edmonton, Alberta, T5J 3G2

They are called exempt market securities because two parts of the securities law do not apply to them. If an issuer wants to sell exempt market securities to you:

·                    The issuer does not have to give you a prospectus (a document that describes the investment in detail and gives you some legal protections); and

·                    The securities do not have to be sold by an investment dealer registered with a securities commission.

There are restrictions on your ability to resell exempt market securities. Exempt market securities are more risky than other securities.

Read the offering memorandum carefully because it has important information about the issuer and its securities. Keep the offering memorandum because you have rights based on it. Talk to a lawyer for details about these rights.

You will not receive advice 

You will not get professional advice about whether the investment is suitable for you. But you can still seek that advice from an advisor or investment dealer registered with a securities commission. Contact the Investment Dealers Association of Canada (website: www.ida.ca) for a list of registered investment dealers in your area.

For more information on the exempt market, call your local securities commission. British Columbia Securities Commission, Telephone: (604) 899-6500, website: www.bcsc.bc.ca. Alberta Securities Commission, Telephone: (403) 297-6454, website: www.albertasecurities.com.

[Instruction: The purchaser must sign two copies of this form. The purchaser and the issuer must each receive a signed copy.]

RISK ACKNOWLEDGEMENT   ·                    I acknowledge that this is a risky investment. ·                    I am investing entirely at my own risk. ·                    No securities commission has evaluated or endorsed the merits of these securities or the disclosure in the offering memorandum. ·                    The person selling me these securities is not registered with a securities commission and has no duty to tell me whether this investment is suitable for me. ·                    I will not be able to sell these securities for 4 months. ·                    I could lose all the money I invest.    I am investing $__________________ [total consideration] in total; this includes any amount I am obliged to pay in future. Standing Stone Redwater II Limited Partnership will pay $_____________________ [amount of fee or commission] of this to _______________________ [name of person or company selling the securities] as a fee or commission. I acknowledge that this is a risky investment and that I could lose all the money I invest.   _________________________                                  ______________________________ Date                                                                             Signature of Purchaser                                                                                       ______________________________                                                                                     Print name of Purchaser   Sign 2 copies of this document. Keep one copy for your records.

WARNING

You have two business days to cancel your purchase. [Instruction: The issuer must complete this section before giving the form to the purchaser.]

To do so, send a notice to Standing Stone Redwater II Limited Partnership stating that you want to cancel your purchase. You must send the notice before midnight on the 2^nd business day after you sign the agreement to purchase the securities. You can send the notice by fax or email or deliver it in person to Standing Stone Redwater II Limited Partnership at its business address. Keep a copy of the notice for your records.

Issuer Name and Address:

Standing Stone Redwater II Limited Partnership

1920, 10020 – 101A Avenue

Edmonton, Alberta, T5J 3G2

They are called exempt market securities because two parts of the securities law do not apply to them. If an issuer wants to sell exempt market securities to you:

·                    The issuer does not have to give you a prospectus (a document that describes the investment in detail and gives you some legal protections); and

·                    The securities do not have to be sold by an investment dealer registered with a securities commission.

There are restrictions on your ability to resell exempt market securities. Exempt market securities are more risky than other securities.

Read the offering memorandum carefully because it has important information about the issuer and its securities. Keep the offering memorandum because you have rights based on it. Talk to a lawyer for details about these rights.

You will not receive advice 

You will not get professional advice about whether the investment is suitable for you. But you can still seek that advice from an advisor or investment dealer registered with a securities commission. Contact the Investment Dealers Association of Canada (website: www.ida.ca) for a list of registered investment dealers in your area.

For more information on the exempt market, call your local securities commission. British Columbia Securities Commission, Telephone: (604) 899-6500, website: www.bcsc.bc.ca. Alberta Securities Commission, Telephone: (403) 297-6454, website: www.albertasecurities.com.

[Instruction: The purchaser must sign two copies of this form. The purchaser and the issuer must each receive a signed copy.]