SUBSCRIPTION AGREEMENT FOR CONVERTIBLE DEBENTURES

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1 BC, AB, SK & MB Subscribers SUBSCRIPTION AGREEMENT FOR CONVERTIBLE DEBENTURES TO: ALBERTA OIL AND GAS INCOME PARTNERSHIP INC. The undersigned (referred to herein as the "Purchaser"), hereby irrevocably subscribes to purchase from Alberta Oil and Gas Income Partnership Inc. (the "Issuer") the number of convertible debentures (the "Convertible Debentures" and each individually, a "Convertible Debenture") of the Issuer set out below for a subscription price of USD$10,000 (Canadian) per Convertible Debenture. Each Convertible Debenture is in the principal amount of USD$10,000. This subscription plus the attached terms and conditions (the "Terms and Conditions"), each completed and executed Subscriber Certificate (as defined in the Terms and Conditions) and the schedules attached hereto and thereto, are collectively referred to as the "Subscription Agreement". The terms of the Convertible Debentures are summarized in Section 2 of the Subscription Agreement. The Purchaser agrees to be bound by the Terms and Conditions and agrees that the Issuer may rely upon the covenants, representations and warranties contained in the Subscription Agreement. Number of Convertible Debentures (USD$10,000 denominations): Aggregate Subscription Amount: Name and Address of Purchaser: Registration Instructions (if different): Name of Purchaser (please print) By: Authorized Signature Name Account Reference, if applicable Official Capacity or Title (please print) (Please print name of signatory if different from the name of the Purchaser printed above.) Purchaser's Address, including province: Address, including postal code Delivery Instructions (if different): Name Account Reference, if applicable Telephone Number: Fax Number: Address: Address, including postal code Telephone Number

2 - 2 - INSTRUCTIONS FOR PURCHASERS The Purchaser must: (1) Read this Subscription Agreement; (2) Complete and execute the face page of this Subscription Agreement; (3) Read and complete the Subscriber Certificate; (4) Make payment for the Convertible Debentures as required by Section 3 of the Terms and Conditions; and (5) Deliver the signed documents as required by Section 5 of the Terms and Conditions. ACCEPTANCE: The Issuer hereby accepts the above subscription subject to the Terms and Conditions contained in this Subscription Agreement. ALBERTA OIL AND GAS INCOME PARTNERSHIP INC. Per: Name: Title: Date:

3 - 3 - SUBSCRIPTION AGREEMENT TERMS AND CONDITIONS 1. Acceptance 1.1 The Issuer may accept or reject this Subscription Agreement in whole or in part at any time prior to the Closing Time (as defined herein) and the Issuer has the right to allot to any Purchaser less than the amount of Convertible Debentures subscribed for. 1.2 The Issuer shall forward to the Purchaser confirmation of acceptance or rejection of this Subscription Agreement promptly after the acceptance or rejection of this Subscription Agreement by the Issuer. If this Subscription Agreement is rejected in whole, the Purchaser understands that any funds, certified cheques and bank drafts delivered by the Purchaser to the Issuer representing the purchase price for Convertible Debentures will be promptly returned to the Purchaser without interest. If this Subscription Agreement is accepted only in part, the Purchaser understands that a cheque representing the portion of the purchase price for that portion of its subscription for Convertible Debentures that is not accepted will be promptly delivered to the Purchaser without interest. 2. Terms of Convertible Debentures 2.1 The Convertible Debentures will be issued in denominations of USD$10,000, will be evidenced by convertible debenture certificates for the aggregate principal amount subscribed for and will be in substantially the form attached as Schedule "B". The Convertible Debentures are convertible into Class A common shares of the Issuer (the "Common Shares") on the terms set forth in the convertible debenture certificate. 3. Payment The Purchaser shall deliver the aggregate amount payable in respect of the Convertible Debentures subscribed for hereby to the Issuer at or before the Closing Time on the Closing Date (as defined herein), by certified cheque or bank draft drawn on a Canadian chartered bank or trust company in Canadian dollars and payable to the Issuer, or payable in such other manner as may be specified by the Issuer. 4. Trustee, Agent, Representative or Nominee If the Purchaser is acting as trustee, agent, representative or nominee for a beneficial purchaser ("Beneficial Purchaser"), the Purchaser understands and acknowledges that the representations, warranties, and agreements made herein are made by the Purchaser, with respect to the Purchaser, and with respect to the Beneficial Purchaser. Unless the context otherwise requires or as specifically stated, references to the Purchaser in this Subscription Agreement are to the Purchaser and any such Beneficial Purchaser. 5. Additional Deliveries and Conditions for Acceptance 5.1 The Purchaser shall complete, sign and return to Alberta Oil and Gas Income Partnership Inc., Suite 300, th Avenue S.W., Calgary, Alberta, T2T 0A5, Attention: President, as soon as possible and, in any event not later than noon (Calgary time) on the date that is two Business Days prior to the Closing Date: (a) (b) (c) one completed and executed copy of this Subscription Agreement; one completed and executed copy of the subscriber certificate in the form attached as Schedule "A" hereto (the "Subscriber Certificate"); and any other document required by applicable Securities Laws (as defined herein) which the Issuer requests.

4 - 4 - The Purchaser acknowledges and agrees that such documents, when executed and delivered by the Purchaser, will form part of and will be incorporated into this Subscription Agreement with the same effect as if each constituted a representation and warranty or covenant of the Purchaser hereunder in favour of the Issuer. The Purchaser acknowledges and agrees that this offer, the Purchase Price and any other documents delivered in connection herewith will be held by the Issuer until such time as the conditions set out in this Subscription Agreement are satisfied. For the purposes hereof, "Business Day" means any day except Saturday, Sunday or a statutory holiday in the City of Calgary, Alberta and "Qualifying Provinces" means the following provinces: British Columbia, Alberta, Saskatchewan, Manitoba and Ontario. 5.2 Any obligation of the Issuer to sell the Convertible Debentures to the Purchaser is subject to: (a) performance by the Purchaser of its covenants under and in accordance with this Subscription Agreement; (b) the truth, at the time of acceptance and at the Closing Date, of the Purchaser's representations and warranties in this Subscription Agreement; (c) the terms and conditions contained in this Subscription Agreement for the benefit of the Issuer being complied with to the satisfaction of the Issuer or waived by the Issuer; (d) the trade of the Convertible Debentures to the Purchaser being exempt from the prospectus requirements of applicable Securities Laws; (e) the Issuer having obtained all required regulatory approvals to permit the completion of such sale; and (f) the Purchaser executing and delivering all requisite documentation as required by this Subscription Agreement and applicable Securities Laws (including but not limited to the Subscriber Certificate) with respect to the Convertible Debentures. 5.3 The Purchaser understands that the information provided herein will be relied upon by the Issuer for purposes of determining the eligibility of the Purchaser to purchase the Convertible Debentures. The Purchaser agrees to provide upon request any additional information that the Issuer determines necessary or appropriate in determining the Purchaser's eligibility. 5.4 For the purposes hereof, "Securities Laws" means the securities laws, regulations and rules, and the blanket rulings, policies and written interpretations of and multilateral or national instruments adopted by the securities regulators of, all of the Qualifying Provinces or, as the context may require, any one or more of the Qualifying Provinces. 6. Closing 6.1 Closing of this subscription for the Convertible Debentures (the "Closing") will be completed at the offices of Blake, Cassels & Graydon LLP, #3500, nd Street S.W., Calgary, Alberta T2P 4J8, at 10:00 a.m. (Calgary time), or such other place or time as the Issuer may determine (the "Closing Time") on June 26, 2009, or such later date as the Issuer may determine (the "Closing Date"). The Offering may close in one or more tranches. 6.2 If the Closing does not occur, the Issuer shall return this Subscription Agreement and any funds, certified cheques and bank drafts delivered by the Purchaser to the Issuer representing the purchase price for Convertible Debentures, without interest, to the Purchaser. 7. Representations, Warranties and Covenants of the Purchaser By executing this Subscription Agreement, the Purchaser represents, warrants and covenants to the Issuer and acknowledges that the Issuer is relying thereon that: (a) the Purchaser understands that the Convertible Debentures subscribed for by the Purchaser hereunder form part of a larger offering (the "Offering") of up to USD$5,000,000 principal amount of Convertible Debentures by the Issuer upon and subject to the terms and conditions set forth herein; furthermore, the Purchaser understands that the Offering is not subject to any minimum subscription level and therefore any funds invested are available to and will be paid to

5 - 5 - the Issuer on the Closing Date and need not be refunded to the Purchaser unless the Closing Date does not occur before October 1, 2009; (b) (c) (d) (e) (f) (g) (h) the Purchaser has completed, executed and delivered as principal, or, if the Purchaser is contracting hereunder as trustee, agent, representative or nominee for one or more Beneficial Purchasers, on behalf of each such Beneficial Purchaser, the Subscriber Certificate; the Purchaser has been independently advised as to the restrictions with respect to trading in the Convertible Debentures imposed by applicable Securities Laws in the jurisdiction in which it resides or to which it is otherwise subject, confirms that no representation has been made to it by or on behalf of the Issuer with respect thereto, acknowledges that it is aware of the characteristics of the Convertible Debentures, the risks relating to an investment therein, that the Issuer is not a reporting issuer (or the equivalent thereof) in any jurisdiction and the applicable "hold period" will not commence to run until the Issuer becomes a reporting issuer in the applicable jurisdiction (which it has no obligation to become) and that the Convertible Debentures are subject to resale restrictions including an indefinite hold period and may not be resold unless a statutory exemption is available, or a discretionary order or ruling is obtained providing an exemption from the prospectus requirements of Securities Laws or under a prospectus in accordance with applicable Securities Laws. The Subscriber further acknowledges that the Issuer may never become a reporting issuer, and therefore, the hold period may never expire and that it should consult legal counsel in its jurisdiction for full particulars of applicable resale restrictions; The Purchaser acknowledges that the Purchased Securities are not listed on any stock exchange and they may never be listed; the Purchaser is aware of the characteristics of the Convertible Debentures and the underlying securities, the risks relating to an investment therein and agrees that the Purchaser must bear the economic risk of his or her investment in the Convertible Debentures; the Purchaser has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of the Purchaser's proposed investment in the Convertible Debentures; the Purchaser will execute and deliver within the applicable time periods all documentation as may be required by applicable Securities Laws to permit the purchase of the Convertible Debentures on the terms set forth herein and the Purchaser will execute, deliver, file and otherwise assist the Issuer in filing such reports, undertakings and other documents with respect to the issue of the Convertible Debentures as may be required by applicable Securities Laws or by any securities regulatory authority or stock exchange or other regulatory authority; the Purchaser is aware that the certificates evidencing the Convertible Debentures and any underlying securities issued to the Purchaser will be endorsed with, or the ownership statement issued under a direct registration system or other electronic book-entry system will bear, a legend setting out resale restrictions under applicable Securities Laws in substantially the following form: "Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is 4 months and a day after the later of: (i) [Closing Date]; and (ii) the date the issuer became a reporting issuer in any province or territory."; (i) (j) if the Purchaser is an individual, he/she has attained the age of majority and is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; if the Purchaser is a corporation, partnership, unincorporated association or other entity, the Purchaser has the legal capacity and competence to execute this Subscription Agreement and to take all actions required pursuant hereto;

6 - 6 - (k) (l) (m) (n) (o) (p) (q) if the Purchaser is not an individual, the Purchaser has not been created solely or primarily to use exemptions from the registration and prospectus exemptions under applicable Securities Laws and has a pre-existing purpose other than to use such exemptions; the execution and delivery of this Subscription Agreement and the performance and compliance with the terms hereof will not result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of any constating documents, by-laws or resolutions of the Purchaser or any indenture, contract, agreement (whether written or oral), instrument or other document to which the Purchaser is a party or subject, or any judgment, decree, order, statute, rule or regulation applicable to the Purchaser; this Subscription Agreement has been duly and validly authorized, executed and delivered by, and upon acceptance by the Issuer constitutes a legal, valid, binding and enforceable obligation of, the Purchaser; if the Purchaser is contracting hereunder as trustee, agent, representative or nominee for one or more Beneficial Purchasers, the Purchaser has due and proper authority to execute and deliver this Subscription Agreement on behalf of each such Beneficial Purchaser and to act on behalf of each such Beneficial Purchaser in connection with the transactions contemplated hereby and acknowledges that the Issuer may be required by law to disclose to certain regulatory authorities the identity of each Beneficial Purchaser of Purchaser Securities for whom the Purchaser may be acting; the Purchaser has not received, nor has the Purchaser requested, nor does the Purchaser have any need to receive, any prospectus, sales or advertising literature, offering memorandum or any other document (other than an annual or interim report, financial statements or any other document, other than an offering memorandum, the content of which is prescribed by statute or regulation) describing or purporting to describe the business and affairs of the Issuer which has been prepared for delivery to, and review by, prospective purchasers in order to assist them in making an investment decision in respect of the purchase of the Convertible Debentures pursuant to the Offering; the Purchaser has relied only upon publicly available information relating to the Issuer, and not upon any verbal or written representation as to fact, and the Purchaser acknowledges that the Issuer has not made any written representations, warranties or covenants in respect of such publicly available information, except as set forth in this Subscription Agreement. Without limiting the generality of the foregoing, except as may be provided herein, no person has made any written or oral representation to the Purchaser that any person will re-sell or re-purchase the Convertible Debentures, or refund any of the purchase price of the Convertible Debentures, or that the Convertible Debentures will be listed on any exchange or quoted on any quotation and trade reporting system, and no person has given any undertaking to the Purchaser relating to the future value or price of the Convertible Debentures; the Purchaser agrees that it is solely responsible for obtaining such legal, tax and other advice as the Purchaser considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and the transactions contemplated hereunder; the Purchaser, whether acting as principal, trustee or agent, is neither: (i) a "U.S. person" (as defined in Rule 902(k) of Regulation S promulgated under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")), which definition includes, but is not limited to, a natural person resident in the United States, an estate or trust of which any executor or administrator or trustee is a U.S. person, and any partnership or corporation organized or incorporated under the laws of the United States; nor (ii) purchasing the Convertible Debentures for the account of a U.S. person or a person in the United States or for resale in the United States, and the Convertible Debentures have not been offered to the Purchaser in the United States and the Purchaser was not in the United States when the order was placed or when this Subscription Agreement was executed and delivered;

7 - 7 - (r) (s) (t) (u) the Purchaser will not offer or sell the Convertible Debentures or the Common Shares issuable upon exercise of the Convertible Debentures in the United States or to a U.S. person, unless such securities are registered under the U.S. Securities Act and the laws of all applicable states of the United States or an exemption from such registration requirements is available, and further that the Purchaser will not resell the Convertible Debentures or the Common Shares issuable upon exercise of the Convertible Debentures, except in accordance with the provisions of applicable Securities Laws; the Purchaser understands and acknowledges that the Convertible Debentures may not be exercised in the United States or by or on behalf of, or for the account or benefit of, a U.S. person or a person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and the securities laws of all applicable states and the holder has furnished a written opinion of counsel of recognized standing in form and substance satisfactory to the Issuer to such effect, and that the certificates representing the Convertible Debentures may bear a legend to such effect; the Purchaser is resident in the Qualifying Province as set forth under "Name and Address of Purchaser" on the face page of this Subscription Agreement; if the Purchaser is a resident of any jurisdiction other than Alberta, it acknowledges that: A. no securities commission or similar regulatory authority has reviewed or passed on the merits of the Convertible Debentures; and B. there is no government or other insurance covering the Convertible Debentures; and C. there are risks associated with the purchase of the Convertible Debentures; and D. there are restrictions on the Purchaser's ability to resell the Convertible Debentures and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Convertible Debentures; and E. the Issuer has advised the Purchaser that the Issuer is relying on an exemption from the requirements to provide the Purchaser with a prospectus and to sell securities through a person or company registered to sell securities under the Securities Act (Alberta) and other applicable securities laws and, as a consequence of acquiring Convertible Debentures pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (Alberta) and other applicable securities laws, including statutory rights of rescission or damages, will not be available to the Purchaser; and (v) the Issuer's counsel is acting as counsel to the Issuer and not the Purchaser. 8. Reliance Upon Representations, Warranties and Covenants by Issuer The Purchaser acknowledges that the representations, warranties and covenants made by the Purchaser in this Subscription Agreement (including without limitation those made in each Subscriber Certificate to be executed and delivered in accordance with this Subscription Agreement) are made with the intent that they may be relied upon by the Issuer and its counsel to, among other things, determine the Purchaser's eligibility to purchase the Convertible Debentures, including without limitation the availability of exemptions from the registration and prospectus requirements of applicable Securities Laws in connection with the issuance of the Convertible Debentures to the Purchaser. The Purchaser further covenants to the Issuer that by accepting the Convertible Debentures, the Purchaser shall be representing and warranting that such representations and warranties are true as at the Closing Date with the same force and effect as if they had been made by the Purchaser at the Closing Date and that the covenants of the Purchaser made by it in this Subscription Agreement to be performed prior to the Closing Date have been performed. The

8 - 8 - Purchaser further agrees to indemnify the Issuer and its directors, officers, employees, advisers, affiliates, shareholders and agents, and their respective counsel, against all losses, claims, costs, expenses, damages and liabilities which any of them may suffer or incur and which are caused by or arise from any inaccuracy in, or breach or misrepresentation by the Purchaser of, any such representations, warranties and covenants. The Purchaser undertakes to immediately notify the Issuer of any change in any statement or other information relating to the Purchaser set forth herein or in a Subscriber Certificate that takes place prior to the Closing Date. 9. Survival This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein and in each Subscriber Certificate, shall survive and continue in full force and effect and be binding upon the Issuer and the Purchaser, notwithstanding the completion of the purchase of the Convertible Debentures by the Purchaser pursuant hereto, the issuance of any underlying securities, or the subsequent disposition of the Convertible Debentures or the underlying securities by the Purchaser. 10. Personal Information Authorization By executing this Subscription Agreement, the Purchaser hereby consents to the collection, use and disclosure of the personal information provided herein and other personal information provided by the Purchaser or collected by the Issuer or its agents as reasonably necessary in connection with the Purchaser's subscription for the Convertible Debentures (collectively, "personal information") as follows: (a) the Issuer may use personal information and disclose personal information to intermediaries such as the Issuer's legal counsel and withholding and/or transfer agents for the purposes of determining the Purchaser's eligibility to invest in the Convertible Debentures and for managing and administering the Purchaser's investment in the Convertible Debentures; (b) if the Purchaser purchased securities through a registered dealer, the Issuer may disclose and collect such personal information relating to the Purchaser's holding of the Convertible Debentures to and from the dealer; (c) the Issuer and its agents may use the Purchaser's social insurance number for income reporting purposes in accordance with applicable law; (d) the Issuer, its agents and advisors, may each collect, use and disclose personal information for the purposes of meeting legal, regulatory, self-regulatory, security and audit requirements (including any applicable tax, securities, money laundering or anti-terrorism legislation, rules or regulations) and as otherwise permitted or required by law, which disclosures may include disclosures to tax, securities or other regulatory or self-regulatory authorities in Canada and/or in foreign jurisdictions, if applicable, in connection with the regulatory oversight mandate of such authorities; and (e) the Issuer and its agents and advisors may use personal information and disclose personal information to parties connected with the proposed or actual transfer, sale, assignment, merger or amalgamation of the Issuer or its business or assets or similar transactions, for the purpose of permitting such parties to evaluate and/or proceed with and complete such transaction. Purchasers, assignees and successors of the Issuer or its business or assets may collect, use and disclose personal information as described in this Subscription Agreement. The Purchaser acknowledges that the Issuer's agents or intermediaries may be located outside of Canada, and personal information may be transferred and/or processed outside of Canada for the purposes described above, and that measures the Issuer may use to protect personal information while handled by agents, intermediaries or other third parties on its behalf, and personal information otherwise disclosed or transferred outside of Canada for the purposes described above, are subject to legal requirements in foreign countries applicable to Issuer or such third parties, for example lawful requirements to disclose personal information to government authorities in those countries. The Issuer may establish and maintain a file of the Purchaser's personal information for the purposes set out above, which will be accessible at Suite 300, th Avenue S.W., Calgary, Alberta, T2T 0A5, Attention: President. Authorized employees and agents of the Issuer will have access to the Purchaser's personal information. The Purchaser may request access to or correction of his or her personal information in the Issuer's possession by writing to the foregoing address, to the attention of Corporate Secretary. If the Purchaser is resident in, or otherwise subject to the applicable securities legislation of Ontario, the Purchaser acknowledges: (i) the delivery to the Ontario Securities Commission of the Purchaser's full

9 - 9 - name, residential address and telephone number, the number and type of securities purchased by the Purchaser, the total purchase price, the exemption relied on, and the date of distribution; (ii) that such information is being collected indirectly by the Ontario Securities Commission under the authority granted to it in securities legislation; (iii) that such information is being collected for the purposes of the administration and enforcement of the securities legislation of Ontario; and (iv) that the Administrative Assistant to the Director of Corporate Finance at the Ontario Securities Commission, Suite 1903, Box 5520 Queen Street West, Toronto, Ontario M5H 3S8, telephone (416) , can be contacted to answer questions about the Ontario Securities Commission's indirect collection of such information. The Purchaser hereby authorizes the indirect collection of such information by the Ontario Securities Commission. 11. Governing Law 12. Costs 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. The Purchaser hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of Alberta with respect to any matters arising out of this Subscription Agreement. All costs and expenses incurred by the Purchaser, including, without limitation, legal fees and disbursements relating to the purchase by the Purchaser of the Convertible Debentures, shall be borne by the Purchaser. 13. Assignment This Subscription Agreement shall enure to the benefit of and be binding on the Issuer, the Purchaser and their respective heirs, administrators, executors, successors and permitted assigns. This Subscription Agreement may not be assigned by the Issuer and may only be transferred or assigned by the Purchaser: (i) subject to compliance with applicable Securities Law; and (ii) with the prior written consent of the Issuer. 14. Entire Agreement This Subscription Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions, representations, warranties, covenants or other agreements between the parties hereto relating to the subject matter hereof, except as specifically set out, referred to or incorporated by reference herein. 15. Amendments and Waivers No amendment to this Subscription Agreement will be valid or binding unless set forth in writing and duly executed by the parties hereto and no waiver of any breach of any provision of this Subscription Agreement will be effective or binding unless made in writing and signed by the waiving party. 16. Language The parties hereto confirm their express wish that this Subscription Agreement and all documents and agreements directly or indirectly relating hereto be drawn up in the English language. Les parties reconnaissent leur volonté expresse que la présente ainsi que tous les documents et contrats s'y rattachant directmente ou indirectmente soient rédigés en anglais. 17. Time of Essence Time shall be of the essence of this Subscription Agreement in all respects.

10 Facsimile Deliveries and Counterparts The Issuer shall be entitled to rely on delivery by facsimile of a copy of this Subscription Agreement executed by the Purchaser, and acceptance by the Issuer of such executed Subscription Agreement shall be legally effective to create a valid and binding agreement between the Purchaser and the Issuer in accordance with the terms hereof. In addition, this Subscription Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same document. 19. Extended Meanings and Headings In this Subscription Agreement words importing the singular number include the plural and vice versa, words importing any gender include all genders and words importing persons include individuals, partnerships, associations, trusts and unincorporated associations. The headings contained herein are for convenience of reference only and shall not affect the construction or interpretation hereof. 20. Currency All references to currency herein are to lawful money of the United States of America, other than references in Schedule "A" which are to lawful money of Canada. 21. Further Assurances Each of the parties hereto shall from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may, either before or after the closing of the transactions contemplated hereby, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Subscription Agreement.

11 SCHEDULE "A" SUBSCRIBER CERTIFICATE TO: ALBERTA OIL AND GAS INCOME PARTNERSHIP INC. (the "Issuer") Reference is made to the subscription agreement between the Issuer and the undersigned (referred to herein as the "Purchaser") dated as of the date hereof (the "Subscription Agreement"). Upon execution of this Subscriber Certificate by the Purchaser, this Subscriber Certificate shall be incorporated into and form a part of the Subscription Agreement. Terms not otherwise defined herein have the meanings attributed to them in the Subscription Agreement and in National Instrument Prospectus and Registration Exemptions ("NI ") 1. All monetary references are in Canadian dollars. In connection with the purchase of the Convertible Debentures by the Purchaser, the Purchaser represents, warrants and covenants (on its own behalf or, if applicable, on behalf of those for whom the Purchaser is contracting under the Subscription Agreement) and certifies to the Issuer and acknowledges that the Issuer is relying thereon that: A. the clause checked below applies: (i) the Purchaser is purchasing the Convertible Debentures as principal; or (ii) the Purchaser has purchased the Convertible Debentures as agent for one or more Beneficial Purchasers; or (iii) the Purchaser is deemed to be purchasing as principal under applicable Securities Laws, in accordance with the following statutory provision: [State particulars, including statutory provision and basis on which Purchaser is deemed to be purchasing as principal] ; and B. one of the following clauses (1), (2), (3) or (4) applies (Please check the applicable exemptions upon which the Purchaser, or Beneficial Purchaser, as applicable, is relying): (1) the Purchaser and any Beneficial Purchaser, as applicable, is an "Accredited Investor" as such term is defined in NI , and as at the Closing Time, the Purchaser and any Beneficial Purchaser, as applicable, falls within the following categories: (a) a Canadian financial institution, or a Schedule III bank, (b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada), (c) a subsidiary of any person referred to in paragraphs (a) or (b), if the person 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 under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador), 1 Terms used herein which are defined in National Instrument ("NI ") as adopted by the securities regulatory authority in the jurisdiction of the Purchaser have the meaning given to them in NI and terms used herein which are defined in the securities legislation of the jurisdiction of the Purchaser have the meaning given to them in that legislation. Reference should be made to NI itself for its complete text, including other definitions, and to the Companion Policy to NI for matters of interpretation and application.

12 - 2 - (e) an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person 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 Comité de gestion de la taxe scolaire de l'île de Montréal or an intermunicipal management board in Québec; (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 pension commission or similar regulatory authority of a jurisdiction of Canada, (j) an individual who, either alone or 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 2, (k) an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 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 3, 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, and such person has not been created or used solely to purchase or hold securities as an accredited investor, (n) an investment fund that distributes or has distributed its securities only to (i) (ii) (iii) a person that is or was an Accredited Investor at the time of the distribution, a person that acquires or acquired securities in the circumstances referred to in sections 2.10 of NI [Minimum amount investment], and 2.19 of NI [Additional investment in investment funds], or a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of NI [Investment fund reinvestment], (o) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt, (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 2 3 For purposes of this certificate, (i) "financial assets" means cash, securities, or any contract of insurance or deposit or evidence thereof that is not a security for the purposes of securities legislation, and (ii) "related liabilities" means liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets and liabilities that are secured by financial assets. For purposes of this certificate, the term "spouse" means an individual who (i) is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada) from the other individual, (ii) is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or (iii) in Alberta, is an individual referred to in paragraph (i) or (ii) above, or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta).

13 - 3 - 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 4 managed by that person, if that person (i) (ii) is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and 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 give advice on the securities being traded 5. (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 in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are Accredited Investors, (u) an investment fund that is advised by a person registered as, an adviser or, a person that is exempt from registration as an adviser, or (v) a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as (i) (ii) an Accredited Investor, or an exempt purchaser in Alberta or British Columbia; (2) the Convertible Debentures have an acquisition cost to the Purchaser of not less than $150,000 paid in cash, and the Purchaser is not an entity created or used solely to purchase or hold securities in reliance upon the exemption contained in section 2.10 of NI ; (3) the Purchaser and any Beneficial Purchaser, as applicable, is resident in a Qualifying Province other than Ontario and falls within one or more of the following categories: (a) a director, executive officer or control person 6 of the Issuer, or of an affiliate of the Issuer; the Purchaser, or any Beneficial Purchaser, as applicable, if it falls into this category, who represents that it has not been paid any commission or finder's fee in connection with the proposed purchase A "fully managed account" means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client's express consent to a transaction. For the purposes of this certificate, an "eligibility adviser" means (a) an investment dealer or equivalent category of registration, registered under the securities legislation of the jurisdiction of the Purchaser and authorized to give advice with respect to the Convertible Debentures; and (b) in Saskatchewan or Manitoba, also means a lawyer who is a practising member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or management accountants in a jurisdiction of Canada, provided that the lawyer or public accountant (a) does not have a professional, business or personal relationship with the Issuer, or any of its directors, executive officers, founders or control persons, and (b) has not acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person or company that has acted for or been retained by the Issuer or any of its directors, executive officers, founders or control persons within the previous 12 months. NI defines "control person" as having the meaning ascribed to that term in securities legislation except in Manitoba, Newfoundland and Labrador, Nova Scotia, Nunavut, Ontario, Prince Edward Island and Quebec, where "control person" means any person or company that holds or is one of a combination of persons or companies that holds (a) a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer; or (b) more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control of that issuer.

14 - 4 - of the Convertible Debentures; (b) a spouse, parent, grandparent, brother, sister or child of a director, executive officer or control person of the Issuer, or of an affiliate of the Issuer; (c) a parent, grandparent, brother, sister or child of the spouse of a director, executive officer or control person of the Issuer, or of an affiliate of the Issuer; (d) a close personal friend of a director, executive officer or control person of the Issuer, or of an affiliate of the Issuer; (e) a close business associate of a director, executive officer or control person of the Issuer, or of an affiliate of the Issuer; (f) a founder 7 of the Issuer or a spouse, parent, grandparent, brother, sister, child, close personal friend or close business associate of a founder of the Issuer; (g) a parent, grandparent, brother, sister or child or the spouse of a founder of the Issuer; (h) a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons described in paragraphs (a) to (g) immediately above; or (i) a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons described in paragraphs (a) to (g) immediately above; or (4) the Purchaser, or each Beneficial Purchaser, is purchasing pursuant to an exemption from prospectus and registration requirements available to it under NI or the Securities Laws of the jurisdictions of the Purchaser or Beneficial Purchaser, the particulars of which are set out below: Dated:, Print name of Purchaser By: Signature Print name of Signatory (if different from Purchaser) Title 7 NI defines "founder" as, in respect of an issuer, a person who, (a) acting alone, in conjunction, or in concert with one or more other persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and (b) at the time of the proposed trade, is actively involved in the business of the issuer.

15 SCHEDULE "B" FORM OF CONVERTIBLE DEBENTURE CERTIFICATE

16 Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is 4 months and a day after the later of: (i) [Closing Date]; and (ii) the date the issuer became a reporting issuer in any province or territory. ALBERTA OIL AND GAS INCOME PARTNERSHIP INC. Suite 300, th Avenue S.W. Calgary, Alberta T2T 0A5 CONVERTIBLE DEBENTURE PRINCIPAL: USD$, 2009 FOR VALUE RECEIVED, ALBERTA OIL AND GAS INCOME PARTNERSHIP INC. (the "Corporation"), promises to pay to or to the order of [HOLDER] (the "Holder") at [insert address], or such other place and/or person as Holder may by notice in writing to the Corporation direct, the principal sum of DOLLARS in lawful money of the United States of America (USD$ ) (the "Principal"). Subject to the provisions of this debenture (this "Debenture"), the Principal shall become due and payable on June 30, 2010 (the "Maturity Date"). This Debenture is subject to the terms and conditions set out below. 1.1 Definitions ARTICLE 1 INTERPRETATION As used herein, the following expressions shall have the following meanings: (a) (b) (c) (d) (e) (f) (g) "Business Day" means a day on which banks are generally open for the transaction of commercial business in Calgary, Alberta but does not in any event include a Saturday or a Sunday or a statutory holiday under applicable law, and, if any period expires or any day on which any action is to be taken under this Debenture falls on a day which is not a Business Day, it shall be deemed to refer to the next Business Day. "Capital Reorganization" has the meaning ascribed thereto in Subsection 3.4(b). "Common Share Reorganization" has the meaning ascribed thereto in Subsection 3.4(a). "Common Shares" means Class A common shares of the Corporation, as such shares were constituted on the date hereof, as the same may be reorganized or reclassified pursuant to any of the events set out in Section 3.4. "Conversion Price" means USD$15.00, subject to adjustment from time to time pursuant to Section 3.4. "Corporation" means Alberta Oil and Gas Income Partnership Inc., a corporation incorporated pursuant to the laws of the Province of Alberta. "Date of Conversion" has the meaning ascribed thereto in Subsection 3.2(c)

17 - 2 - (h) "Debentures" has the meaning ascribed thereto in Section 2.1. (i) "Event of Default" has the meaning ascribed thereto in Section 6.1. (j) "Holder" has the meaning ascribed thereto in the first paragraph of this Debenture. (k) "Interest" has the meaning ascribed thereto in Section 2.3. (l) "Interest Rate" has the meaning ascribed thereto in Section 2.3. (m) (n) (o) (p) (q) (r) "Maturity Date" has the meaning ascribed thereto in the first paragraph of this Debenture. "Outstanding Indebtedness" means the remaining unpaid Principal from time to time and all Interest thereon and indebtedness related thereto. "Principal" has the meaning ascribed thereto in the first paragraph of this Debenture. "Senior Creditor" has the meaning ascribed thereto in Subsection 4.1(a). "Senior Debt" has the meaning ascribed thereto in Subsection 4.1(a). "USD$" means United States Dollars. 1.2 Extended Meanings The terms "hereto", "hereby", "hereunder", "herein" and similar expressions refer to the whole of this Debenture and not to any particular Article, Section, clause or part hereof. Words importing the singular number only include the plural and vice versa and words importing gender include all genders. 1.3 Currency Unless otherwise specified herein, all dollar amounts referred to in this Debenture are in United States dollars. 1.4 Per Annum Calculations Unless otherwise stated, wherever in this Debenture reference is made to a rate "per annum" or a similar expression is used, such rate shall be calculated on the basis of calendar year of 365 days or 366 days, as the case may be. 1.5 Sections and Headings The division of this Debenture into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction and interpretation of this Debenture

18 - 3 - ARTICLE 2 THE DEBENTURE 2.1 Debentures This is one of a series of like convertible debentures (collectively, the "Debentures"), except as to principal, of the Corporation issued and to be issued in an aggregate principal amount of up to USD$5,000, Scheduled Principal Payment Subject to the right of prepayment described in Section 2.4, the Principal shall be repaid in full on the Maturity Date. 2.3 Interest The Corporation shall pay to the Holder simple interest ("Interest") on the Principal at the rate of 10.0% per annum of the Principal then outstanding (the "Interest Rate"), calculated commencing from the date hereof and payable monthly on the first day of each month commencing October 1, 2009 until the Maturity Date. 2.4 Prepayment Right The Corporation shall be entitled, from time to time after October 1, 2009, at its option, to prepay all or a part of the Principal without the consent of the Holder by providing the Holder with 15 days prior written notice. Notwithstanding the foregoing, should the Corporation elect to prepay all or a part of the Debenture, the Holder shall, upon written notice from the Corporation of the Corporation's intention to prepay the Debenture, have five days to exercise the conversion privilege contemplated by Section Withholding Tax The Corporation shall be entitled to deduct and withhold from payment to the Holder and remit to Canadian tax authorities any amounts required under the Income Tax Act (Canada) in respect of amounts payable to the Holder hereunder. The Corporation covenants and agrees to furnish to the Holder promptly, as soon as available, an official remittance form submitted to the relevant taxation authority involved for all amounts deducted or withheld as aforesaid. 3.1 Conversion Privilege ARTICLE 3 RIGHT OF CONVERSION Subject to and upon compliance with the provisions of this Article 3, the Holder may, at its option at any time until the Maturity Date, convert all, or any part, of the outstanding Principal into Common Shares. 3.2 Exercise of Conversion Privilege (a) Notice. In order to exercise the optional conversion privilege contained herein, the Holder shall surrender this Debenture to the Corporation at its office set out on the face page hereof, accompanied by written notice (which shall be irrevocable) substantially in

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