Maple Leaf Short Duration 2016 Flow-Through Limited Partnership - National Class

  • Date: 2016-02-25

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MANAGEMENT AGREEMENT among MAPLE LEAF SHORT DURATION 2016 FLOW-THROUGH LIMITED PARTNERSHIP and MAPLE LEAF SHORT DURATION 2016 FLOW-THROUGH MANAGEMENT CORP. as General Partner and CADO INVESTMENT FUND MANAGEMENT INC. as Manager

Dated the 17th day of February, 2016

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MANAGEMENT AGREEMENT THIS AGREEMENT made the 17th day of February, 2016, AMONG: MAPLE LEAF SHORT DURATION 2016 FLOW-THROUGH LIMITED PARTNERSHIP, a partnership formed pursuant to the laws of British Columbia, having its registered office at 1200 Waterfront Centre, 200 Burrard Street, P.O. Box 48600, Vancouver, B.C., Canada, V7X 1T2 (hereinafter called the “Partnership”) AND: MAPLE LEAF SHORT DURATION 2016 FLOW-THROUGH MANAGEMENT CORP., a corporation incorporated pursuant to the Federal laws of Canada, having its registered office at 1200 Waterfront Centre, 200 Burrard Street, P.O. Box 48600, Vancouver, B.C., Canada, V7X 1T2 (hereinafter called the “General Partner”) AND: CADO INVESTMENT FUND MANAGEMENT INC., a corporation incorporated pursuant to the laws of British Columbia, having its registered office at 1200 Waterfront Centre, 200 Burrard Street, P.O. Box 48600, Vancouver, B.C., Canada, V7X 1T2 (hereinafter called the “Manager”) WITNESSES THAT WHEREAS: A.

The Partnership has been formed pursuant to the terms of the Partnership Act (British Columbia);

B. The General Partner is the general partner of the Partnership and has the authority to manage the operations and affairs of the Partnership, make all decisions regarding the business of the Partnership and bind the Partnership, and the ability to delegate such functions; and C. The General Partner wishes to retain the Manager to administer, manage, conduct, control and operate the business and affairs of the Partnership, all upon the terms and conditions set out herein. NOW THEREFORE in consideration of the premises, mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

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ARTICLE I INTERPRETATION 1.1

Definitions. In this Agreement the following terms have the following meanings: (a)

“Affiliate” has the meaning ascribed to that term in the Securities Act (Ontario);

(b)

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

(c)

“Class” means, as applicable, the non-redeemable investment fund in respect of the National Class Units and/or the non-redeemable investment fund in respect of the Québec Class Units;

(d)

“Flow-Through Shares” has the meaning ascribed thereto in the Partnership Agreement;

(e)

“Limited Partner” means at any time each person who is the registered owner of Units whose name appears on the record of the Partnership as a limited partner at that time as maintained by the General Partner pursuant to the Offering from time to time and, where the context requires, a National Class Limited Partner or a Québec Class Limited Partner;

(f)

“Liquidity Event” means a transaction implemented by the General Partner or, in the General Partner’s sole discretion, proposed for the approval of the Limited Partners in order to provide liquidity and the prospect for long-term growth of capital and for income for Limited Partners which the General Partner intends will be a Mutual Fund Rollover Transaction provided that the General Partner will propose or implement no such transaction which adversely affects the status of the Flow-Through Shares as flow-through shares for purposes of the Tax Act, whether prospectively or retrospectively;

(g)

“Management Services” means the services described in Section 2.2 hereof, to be provided by the Manager to the Partnership and the General Partner;

(h)

“Mutual Fund” means a mutual fund corporation as defined in section 131 of the Tax Act or a class of shares of such a mutual fund corporation that may be established, by the Manager, its Affiliates or a third party fund manager, or recommended or referred to by the Manager or an affiliate of the Manager to provide a Liquidity Event and that is managed by the Manager or an Affiliate. Currently, it is anticipated that the Mutual Fund will be the Maple Leaf Resource Class, a class of securities of Maple Leaf Corporate Funds Ltd.;

(i)

“Mutual Fund Rollover Transaction” means an exchange transaction pursuant to which the Partnership will transfer the assets held in the Portfolios to the Mutual Fund on a tax deferred basis in exchange for Mutual Fund Shares and within 60 days thereafter the Mutual Fund Shares will be distributed to the Limited Partners, pro rata among the holders of Units of each Class, on a tax deferred basis (to the extent possible) upon the dissolution of the Partnership;

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(j)

“Mutual Fund Shares” means shares of the Mutual Fund that are redeemable at the option of the holder thereof;

(k)

“National Class Units” means the National Class limited partnership units of the Partnership;

(l)

“Net Asset Value” of a Class means the difference on a Valuation Date between: (A)

the market value of the assets of the applicable Portfolio, determined as follows: (i)

the value of any cash or its equivalent on hand or on deposit, bills and demand notes and accounts receivable, prepaid expenses, distributions, dividends or other amounts received (or declared to holders of record of securities owned by the Partnership on a date before the Valuation Date as of which the Net Asset Value is being determined, and to be received) and interest accrued and not yet received, shall be deemed to be the full amount thereof provided that if the General Partner or the valuation agent, as the case may be, has determined that any such deposit, bill, demand note, accounts receivable, prepaid expense, distribution, dividend or other amount received (or declared to holders of records of securities owned by the Partnership on a date before the Valuation Date as of which the Net Asset Value is being determined, and to be received) or interest accrued and not yet received is not otherwise worth the full amount thereof, the value thereof shall be deemed to be such value as the General Partner or the valuation agent, as the case may be, determines to be the fair market value thereof;

(ii)

the value of any security that is listed or traded upon a stock exchange (or if more than one, on the principal stock exchange for the security, as determined the General Partner or the valuation agent, as the case may be) shall be determined by taking the latest available sale price of recent date, or lacking any recent sales or any record thereof, the simple average of the latest available offer price and the latest available bid price (unless in the opinion of the General Partner or the valuation agent, as the case may be, such value does not reflect the value thereof and in which case the latest offer price or bid price shall be used), as at the Valuation Date on which the Net Asset Value is being determined, all as reported by any means in common use;

(iii)

the value of any security which is traded over-the-counter will be priced at the average of the last bid and asked prices quoted by a major dealer in such securities or as the General Partner or the valuation agent, as the case may be, determines to be the fair market value;

(iv)

the value of any debt securities will be valued by taking the average of the bid and ask prices on the date upon which the Net Asset Value is calculated;

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(B)

(v)

the value of any purchased or written clearing corporation options, options on futures or over-the-counter options, debt like securities and listed warrants shall be the current market value thereof;

(vi)

the value of any security or other asset for which a market quotation is not readily available will be its fair value on the Valuation Date on which the Net Asset Value is being determined as determined by the General Partner or the valuation agent, as the case may be (generally such asset will be valued at cost until there is a clear indication of an increase or decrease in value);

(vii)

any market price reported in currency other than Canadian dollars shall be converted into Canadian funds by applying the rate of exchange obtained from the best available sources to the General Partner or the valuation agent, as the case may be;

(viii)

listed securities subject to a hold period will be valued as described above with an appropriate discount as determined by the General Partner or the valuation agent, as the case may be, and investments in private companies and other assets for which no published market exists will be valued at the lesser of cost and the most recent value at which such securities have been exchanged in an arm’s length transaction which approximates a trade effected in a published market, unless a different fair market value is determined to be appropriate by the General Partner or the valuation agent, as the case may be; and

(ix)

if the date upon which the Net Asset Value is calculated is not a business day, the assets of the Portfolio will be valued as of the preceding business day; and

all liabilities of: (i)

the Portfolio; and

(ii)

the General Partner and the Portfolio Manager incurred in connection with that Portfolio,

as determined by the General Partner. Liabilities of the Partnership that are not referable to a specific Class will be allotted between the Portfolios based on the Net Asset Value of each Class at the end of the month preceding the date such liabilities are incurred; (m)

“Offering Documents” means the preliminary prospectus of the Partnership filed in each of the Provinces and Territories of Canada relating to the offering of Units, and the final version of such prospectus, including any amendments thereto;

(n)

“Partners” means the General Partner and the Limited Partners of the Partnership;

(o)

“Partnership Agreement” means the limited partnership agreement, as amended and/or restated from time to time, among the General Partner, Hugh Cartwright as the initial

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Limited Partner, and each person who becomes a Limited Partner thereafter that governs the Partnership; (p)

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

(q)

“Portfolio Manager” means T.I.P. Wealth Manager Inc. or its successors or assigns;

(r)

“Québec Class Units” means the Québec Class limited partnership units of the Partnership;

(s)

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

(t)

“Units” means the National Class Units and the Québec Class Units.

1.2 Construction. In this Agreement, unless otherwise expressly stated or the context or the subject matter otherwise requires: (a)

the division of this Agreement into Parts, Sections and Subsections, the provision of a table of contents and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation hereof;

(b)

the words “this Agreement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Agreement as a whole and not to any particular Article, Section, Subsection or other part hereof and references to an “Article”, “Section”, “Subsection” or “Schedule” followed by a number and/or letter refers to the specified Article, Section or Subsection of, or Schedule to, this Agreement;

(c)

words importing the singular include the plural and vice versa, and words importing any gender include all genders;

(d)

references to “include”, “includes”, “including” or “in particular” will be deemed to be followed by the words “without limitation”;

(e)

the word “or” is not exclusive;

(f)

a reference to “approval”, “authorization” or “consent” in this Agreement means written approval, authorization or consent;

(g)

if any date on which any action is required or permitted to be taken under this Agreement is not a Business Day, such action will be required or permitted to be taken on the next succeeding Business Day;

(h)

all references in this Agreement to sums of money are expressed and will be payable in lawful money of Canada; and

(i)

where a word, term or phrase is defined in this Agreement, its derivatives or other grammatical forms have a corresponding meaning.

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1.3 Entire Agreement. Except as set forth herein, this Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and cancels and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties with respect thereto. The parties have not entered into this Agreement in reliance upon any representation, warranty or undertaking of any party that is not expressly set out or referred to in this Agreement. 1.4 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and will be treated in all respects as a British Columbia contract. 1.5 Waiver. No waiver by any Party will be effective unless in writing and any waiver will affect only the matter and the occurrence thereof specifically identified and will not extend to any other matter or occurrence.

ARTICLE II APPOINTMENT AND DUTIES OF THE MANAGER 2.1 Appointment as Manager of the Partnership. The Partnership and the General Partner hereby appoint the Manager as the manager of the Partnership to provide the Management Services in respect of the business and affairs of the Partnership, and the Manager accepts such appointment. The Manager agrees to act in such capacities and to provide or cause to be provided the services and facilities described in this Agreement, upon the terms and conditions contained herein. 2.2 Performance of Management Services for the General Partner. The Manager shall, in its capacity as manager of the Partnership, during the term of this Agreement and any renewal thereof, direct, administer, manage, conduct, control and operate the business, operations and affairs of the Partnership and have all power and authority, for and on behalf of and in the name of the Partnership, to do any act, take any proceeding, make any decision and execute and deliver any instrument, deed, agreement or document necessary or appropriate for or incidental to carrying on the business of the Partnership. Without limiting the generality of the foregoing, the Manager has full power and authority for and on behalf of and in the name of the Partnership: (a)

to enter into agreements by or on behalf of the Partnership involving matters or transactions that are within the ordinary course of the business of the Partnership;

(b)

to manage, control and develop all of the activities of the Partnership and to take all measures necessary or appropriate for the business of the Partnership or ancillary thereto, and to ensure that the Partnership complies with all necessary reporting and administrative requirements, including, without limitation, those set out in the Partnership Agreement;

(c)

to employ such persons necessary or appropriate to carry out the business and affairs of the Partnership and/or to assist it in the exercise of its powers and the performance of its duties hereunder and to pay such fees, expenses, salaries, wages and other compensation to such persons (excluding, in respect of salaries, wages and other compensation, any shareholders of CADO Bancorp Ltd. or the Portfolio Manager) as it shall in its sole discretion determine, acting reasonably;

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(d)

to make (subject to the provisions of the Partnership Agreement) any and all expenditures and payments which it, in its sole discretion, deems necessary or appropriate in connection with the management of the affairs of the Partnership and the carrying out of its obligations and responsibilities under this Agreement, including, without limitation, the fees payable to the Manager;

(e)

to open and operate one or more bank accounts in order to deposit and to distribute funds of the Partnership and the Classes and to appoint from time to time signing officers and to draw cheques and other payment of monies, provided Partnership funds are not commingled with the Manager’s funds or the funds of any other entity;

(f)

to prepare and file income and other tax returns, information forms and other returns required by any governmental or like authority;

(g)

to keep adequate books and records (including accounting records) reflecting the activities of the Partnership and the Classes;

(h)

to ensure that Limited Partners are provided with financial statements and other reports as are required from time to time by applicable law;

(i)

to ensure that the Partnership complies with regulatory requirements, including its continuous disclosure requirements under applicable securities laws;

(j)

to deal and communicate with Limited Partners;

(k)

to execute any and all deeds, documents and instruments and to do all acts as may be necessary or desirable in the opinion of the Manager to carry out the intent and the purpose of the Partnership Agreement and this Agreement;

(l)

to appoint and rescind the appointment of agents of the Partnership and grant and revoke powers of attorney of the Partnership;

(m)

to commence and/or defend any and all actions and/or proceedings in connection with the Partnership;

(n)

to engage such counsel, auditors and other professionals or other consultants as the Manager considers advisable in order to perform its duties hereunder and to monitor the performance of such advisors;

(o)

to negotiate contracts with third party providers of services, including, but not limited to, custodians, transfer agents, auditors and printers; and

(p)

to execute and file with any governmental body any documents necessary and appropriate to be filed in connection with the business of the Partnership or in connection with the Partnership Agreement and this Agreement.

2.3 Reporting Obligations of the Manager. The Manager shall provide or cause to be provided on a timely basis such reports as may be reasonably required by the General Partner. 2.4 Attendance at Meetings. The Manager shall be available at all reasonable times and places to attend meetings with the General Partner or the Limited Partners of the Partnership. VAN01: 4234445: v4

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2.5 Status of the Manager. The Manager shall for all purposes be an independent contractor and not an agent, partner or employee of the Partnership or the General Partner. The Manager shall have no authority to act for, represent, bind or obligate the Partnership or the General Partner except as is specifically provided or necessarily implied herein. 2.6 Confidentiality. Each of the Partnership, the General Partner and the Manager agree to maintain in the strictest confidence the transactions and affairs of the other, except to the extent that disclosure of all or any part of such information is required by law or is otherwise required to be disclosed pursuant to the terms of this Agreement or the Partnership Agreement. In the event that any party is required by law, by the terms of this Agreement or by the Partnership Agreement to disclose any such information, the party making such disclosure shall notify the party whose information is to be disclosed of the nature of the disclosure requirement and the extent of the required disclosure, and the parties shall co-operate with one another to preserve the confidentiality of such information as permitted by applicable law or the applicable agreement. 2.7 Delegation. The Manager may, if the delegatee is not an affiliate of the Manager or Portfolio Manager with the consent of the General Partner, or if the delegatee is an affiliate of the Manager or Portfolio Manager in consultation with the General Partner, contract with any person to carry out any of the Management Services hereunder and may delegate to such person any power and authority of the Manager hereunder where in the discretion of the Manager and the General Partner it would be in the best interests of the Partnership to do so, but no such contract or delegation will relieve the Manager of any of its obligations hereunder. 2.8 Right to Receive Advice. If the Manager shall at any time be in doubt as to any action to be taken or omitted by it hereunder on behalf of the Partnership it may request and receive advice, at the expense of the Partnership, from legal counsel reasonably satisfactory to the Partnership and may, but shall not be required to, act thereon, and shall have no liability for any action taken or omitted pursuant thereto.

ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS 3.1 Manager’s Representations and Warranties. The Manager represents and warrants to the Partnership that: (a)

it is duly organized and validly exists as a corporation pursuant to the Business Corporations Act (British Columbia);

(b)

it is registered under the securities legislation of British Columbia as an investment fund manager and it currently holds such licenses and registrations as are necessary to perform its duties hereunder and is not aware of any reason why such licences or registrations might be cancelled;

(c)

it has the corporate power and capacity to enter into this Agreement and to perform its duties and obligations hereunder; and

(d)

this Agreement has been duly authorized, executed and delivered by it and is a valid and binding obligation of it, enforceable against it in accordance with its terms.

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3.2 Manager’s Covenants and Acknowledgments. Partnership that:

The Manager hereby covenants with the

(a)

it will maintain such licences and registrations as are necessary to perform its duties hereunder; and

(b)

the Manager consents to the use of its logo by the General Partner and the Partnership on their promotional, marketing and informational materials, news releases and on the Partnership’s offering materials, such as the Offering Documents, and website during the term of this Agreement.

The Manager acknowledges receipt of a copy of the Partnership Agreement and the Offering Documents and that it is familiar with the provisions thereof. The Manager shall comply with and observe the provisions of this Agreement, the provisions of the Partnership Agreement and of the Offering Documents and all applicable laws, regulations and other restrictions of regulatory authorities in Canada having jurisdiction over the Partnership, its investments and the issuance of its Units. In the event of conflict between any provision of this Agreement and any representation made in the Offering Documents, the representation made in the Offering Documents shall prevail, unless otherwise authorized by resolution of the Limited Partners. 3.3 General Partner’s Representations and Warranties. warrants to the Manager that:

The General Partner represents and

(a)

it is duly organized and validly exists as a corporation pursuant to the Canada Business Corporations Act;

(b)

it has the corporate power and capacity to enter into this Agreement and to perform its duties and obligations hereunder; and

(c)

this Agreement has been duly authorized, executed and delivered by it and is a valid and binding obligation of it, enforceable against it in accordance with its terms.

ARTICLE IV STANDARD OF CARE AND INDEMNITIES 4.1 Standard of Care. In performing its obligations hereunder, the Manager shall at all times exercise its powers and discharge its duties honestly, in good faith and in the best interests of the Partnership, the Classes and the General Partner, as applicable and, in connection therewith, shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances. 4.2 Indemnification of the Manager. The Partnership and the General Partner will indemnify the Manager, its affiliates and their respective directors, officers, employees, partners, agents and advisers and save them harmless from and against all liability, loss, damages, expenses or claims whatsoever, including costs (including the reasonable cost of investigating, settling or defending any alleged liability, loss, damages, expenses or claims, and legal costs on a solicitor-and-own-client basis) arising from any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of their duties, or about or in relation to the affairs of the Partnership or the General Partner, except in respect of acts or omissions of the Manager or its directors, officers, employees or representatives VAN01: 4234445: v4

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done or suffered in bad faith or through negligence, wilful misconduct, wilful neglect or failure of the Manager or its directors, officers, employees or representatives to fulfil their duties or standards of care, diligence and skill or comply with applicable laws or material breach or default of the Manager’s obligations under this Agreement. In addition, the General Partner will indemnify the Manager for all claims arising from: (a) the negligence, willful misconduct and bad faith on the part of the General Partner or other breach by the General Partner of the provisions of this Agreement, and (b) as a result of the Manager acting in accordance with directions received from the General Partner. This right of indemnification shall not be exclusive of any other rights to which the Manager, its affiliates and their respective directors, officers, employees, partners, agents and advisers may be entitled as a matter of law or which may be lawfully granted to any of them. 4.3 Indemnification by the Manager. The Manager will indemnify the Partnership and the General Partner, the General Partner’s affiliates and their respective directors, officers, employees, partners, agents and advisers, and save them harmless from and against, all liability, loss, damages, expenses or claims whatsoever, including costs (including the reasonable cost of investigating, settling or defending any alleged liability, loss, damages, expenses or claims, and legal costs on a solicitor-and-own-client basis) arising in respect of acts or omissions of the Manager or its directors, officers, employees or representatives done or suffered in bad faith or through negligence, wilful misconduct, wilful neglect or failure of the Manager or its directors, officers, employees or representatives to fulfil their duties or standards of care, diligence and skill or comply with applicable laws. 4.4 Right not Exclusive. This right of indemnification shall not be exclusive of any other rights to which the Partnership, the General Partner, the General Partner’s affiliates and their respective directors, officer, employees, partners, agents and advisors may be entitled as a matter of law or which may be lawfully granted to any of them. 4.5 Limitation of Liability of Manager. The Manager, its affiliates and their respective directors, officers, employees, partners, agents and advisers shall not be liable to and shall not be required to indemnify the Partnership, the General Partner, the General Partner’s affiliates or their respective directors, officers, employees, partners, agents and advisers for any loss, damage or expense caused to such person or persons through or for: (a)

misrepresentations made by the General Partner to the Manager or its performance, including untrue statements of material facts, in Offering Documents;

(b)

any loss or damages arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation with whom or which any monies, securities or property of the Partnership shall be lodged or deposited;

(c)

the Manager’s reliance and acting in accordance with any statement, report, opinion or advice furnished by any agent, representative, employee, independent contractor or other person acting on behalf of the Partnership or on behalf of the Manager that is within the professional competence of the person furnishing the same, or the Manager’s omission to act in accordance therewith; or

(d)

any action taken or thing suffered by the Manager in reliance upon any notice, resolution, direction, consent, certificate, affidavit, statement or other paper or document believed by it to be genuine and to have been passed, sealed or signed by proper parties,

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except in respect of acts or omissions of the Manager or its directors, officers, employees, partners, agents or advisers done or suffered in bad faith or through negligence, wilful misconduct, wilful neglect or failure of the Manager or its directors, officers, employees partners, agents or advisers to fulfil their duties or standards of care, diligence and skill or comply with applicable laws. 4.6 Limitation of Liability of Limited Partners. The Limited Partners shall not be liable to and shall not be required to indemnify the Manager, its affiliates and their respective directors, officers, employees, partners, agents and advisers, except out of the capital contribution of the Limited Partners to the Partnership plus their pro rata share of any undistributed income of the Partnership.

ARTICLE V MANAGER FEES AND EXPENSES 5.1 Manager Fees. The Manager will be entitled to such fees as may be agreed to by the General Partner and the Manager from time to time. This fee, if any, will be paid to the Manager by the General Partner and not by the Partnership within 30 days following the end of each calendar month by cheque, bank draft or wire transfer of funds to an account which the Manager notifies the General Partner in writing. 5.2 Expenses. The Manager shall be entitled to reimbursement by the Partnership only from the assets of the Partnership for all reasonable out-of-pocket costs and expenses that are incurred by the Manager on behalf of the Partnership in the ordinary course of business so long as the Manager is not in default of its obligations hereunder. It is expected that these reimbursable costs and expenses may include, without limitation, newswire, mailing, printing and other expenses incurred in connection with the Partnership’s continuous disclosure obligations and investor relations, the Partnership’s share of the costs of providing, operating and staffing business offices and administrative, management and accounting services, determined by the Manager acting reasonably and in good faith, fees and disbursements payable to CDS or the Registrar and Transfer Agent for performing certain financial, record-keeping, Limited Partner reporting and general administrative services and fees, fees and disbursement payable to auditors, legal advisors and other specialized consultants or professional service providers of the Partnership, taxes, other than income taxes, related to such costs and expenses and any regulatory filing fees, any reasonable out-of-pocket expenses incurred by the General Partner, the Manager or their agents in connection with their ongoing obligations to the Partnership, including travelling, sales and marketing expenses, expenses relating to meetings of the Partners, and any expenditures which may be incurred in connection with the dissolution of the Partnership and implementation of a Liquidity Event. The Partnership shall maintain a sufficient cash balance in its bank account or accounts from time to time in order to enable the Manager to fulfil its duties under this Agreement. ARTICLE VI TERMINATION 6.1 Term of Agreement. Unless terminated earlier in accordance with the provisions of Sections 6.2, 6.3 or 6.4 hereof, this Agreement will terminate concurrently with the earlier of: (a)

the effective date of the Liquidity Event; and

(b)

the date of dissolution of the Partnership.

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6.2 Termination by Manager. The Manager may terminate this Agreement, upon written notice to the General Partner and without payment to the General Partner, the Partnership or the Limited Partners if the Partnership or the General Partner is in breach or default of any material provision of this Agreement or the Partnership Act (British Columbia) and, if capable of being cured, the breach or default has not been cured within 60 days of written notice of such breach or default being given by the Manager to the General Partner, such termination to be effective immediately upon the notice of termination being delivered to the General Partner. In addition, the Manager may terminate this Agreement upon 60 days prior written notice to the General Partner. 6.3 Termination by General Partner. The General Partner may terminate this Agreement, upon written notice to the Manager and without payment to the Manager (other than amounts owing under this Agreement as of such date): (a)

if the Manager is in breach or default of any material provision of this Agreement and, if capable of being cured, the breach or default has not been cured within 60 days of written notice of such breach or default being given by the General Partner to the Manager;

(b)

if any of the licenses or registrations referred to in subsections 3.1(b) or 3.2(a) hereof are no longer in full force and effect; or

(c)

upon 60 days prior written notice to the Manager.

6.4 Termination by Limited Partners. The Limited Partners, by an extraordinary resolution passed by the affirmative vote of the holders of at least two-thirds of the votes cast at a meeting, may cause the General Partner to terminate this Agreement pursuant to subsection 6.3(e) hereof. 6.5

Automatic Termination. This Agreement will terminate automatically if any party: (a)

ceases to carry on business or an order is made or an effective resolution is passed for the winding-up, dissolution or liquidation of such party; or

(b)

becomes bankrupt or insolvent or makes a general assignment for the benefit of its creditors or a receiver is appointed in respect of such party or a substantial portion of its assets.

6.6 Delivery of Records on Termination. Upon termination of its obligations under this Agreement, the Manager will deliver to or to the order of the General Partner all records, documents and books of account of or relating to the Partnership, the General Partner or the Limited Partners in its custody, possession or control, provided that the Manager may retain copies of such records, documents and books of account. 6.7 Survival. The provision of Section 2.3 hereof shall survive the termination of this Agreement and shall continue in full force and effect.

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ARTICLE VII ARBITRATION 7.1 Amicable Negotiation. The parties agree that, both during and after the performance of their responsibilities under this Agreement, each of them shall make bona fide efforts to resolve any disputes arising between them by amicable negotiations and provide frank, candid and timely disclosure of all relevant facts, information and documents to facilitate those negotiations. 7.2 Efficient Process. The parties further agree to use their best efforts to conduct any dispute resolution procedures herein as efficiently and cost effectively as possible. 7.3 Mediation. The parties agree to attempt to resolve all disputes arising out of or in connection with this contract, or in respect of any legal relationship associated with it or from it, by mediated negotiation with the assistance of a neutral person appointed by the British Columbia International Commercial Arbitration Centre administered under its Mediation Rules. 7.4 Arbitration. If the dispute cannot be settled within 30 days after the mediator has been appointed, or such other period agreed to in writing by the parties, the dispute shall be referred to and finally resolved by arbitration administered by the British Columbia International Commercial Arbitration Centre, pursuant to its Rules. 7.5 Place of Arbitration. In the absence of any written agreement among the parties, the place of arbitration shall be Vancouver, British Columbia.

ARTICLE VIII GENERAL 8.1 Enurement. This Agreement shall enure to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto. 8.2 Amendments & Waivers. No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by all of the parties hereto. 8.3

Time. Time shall be of the essence of this Agreement.

8.4 Assignment. This Agreement and the benefits and obligations hereunder, may not be assigned in whole or in part, by any of the parties hereto, without the prior written consent of the other parties hereto.

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8.5 Notices. Any demand, notice or other communication (a “Communication”) to be given in connection with this Agreement shall be given in writing and may be given by personal delivery, by registered mail or by transmittal by facsimile addressed to the recipient as follows: To the Partnership or the General Partner: Address:

Suite 808 – 609 Granville Street Vancouver, British Columbia V7Y 1G5

Attention: Fax Number:

President (604) 684-5748

with a copy to: Address:

Borden Ladner Gervais LLP 1200 Waterfront Centre 200 Burrard Street P.O. Box 48600 Vancouver, British Columbia, Canada V7X 1T2

Attention: Fax Number:

G. Eric Doherty (604) 687-1415

To the Manager: Address:

Suite 808 – 609 Granville Street Vancouver, British Columbia V7Y 1G5

Attention: Fax Number:

President (604) 684-5748

with a copy to: Address:

Borden Ladner Gervais LLP 1200 Waterfront Centre 200 Burrard Street P.O. Box 48600 Vancouver, British Columbia, Canada V7X 1T2

Attention: Fax Number:

G. Eric Doherty (604) 687-1415

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or such other address or facsimile number as may be designated by written notice by any party to the other. Any Communication given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof and, if given by mail, on the fifth Business Day following the deposit thereof in a governmental public post box or governmental post office and, if given by facsimile, on the day of transmittal thereof. If the party giving any Communication knows or ought reasonably to know of any difficulties with the postal system which might affect the delivery of mail, any such Communication shall not be mailed but shall be given by personal delivery or by facsimile. 8.6 Further Assurances. The parties hereto shall from time to time execute and deliver all such further documents and do all acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement. 8.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which when delivered, either in original or facsimile form, shall be deemed to be an original and all of which together shall constitute one and the same document.

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IN WITNESS WHEREOF the parties have caused this Agreement to be executed as of the day and year above written. MAPLE LEAF SHORT DURATION 2016 FLOW-THROUGH LIMITED PARTNERSHIP by its general partner MAPLE LEAF SHORT DURATION 2016 FLOW-THROUGH MANAGEMENT CORP.

By: (signed) Hugh Cartwright Authorized Signatory

MAPLE LEAF SHORT DURATION 2016 FLOW-THROUGH MANAGEMENT CORP.

By: (signed) Hugh Cartwright Authorized Signatory

CADO INVESTMENT FUND MANAGEMENT INC.

By: (signed) Hugh Cartwright Authorized Signatory

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