K E N T U C K Y P E T R O L E U M L I M I T E D P A R T N E R S H I P (An Oil and Gas Limited Partnership) S U B S C R I P T I O N D O C U M E N T S

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1 K E N T U C K Y P E T R O L E U M L I M I T E D P A R T N E R S H I P (An Oil and Gas Limited Partnership) S U B S C R I P T I O N D O C U M E N T S

2 KENTUCKY PETROLEUM LIMITED PARTNERSHIP SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES ARE SUBJECT TO A HOLD PERIOD IN ALL OF THE PROVINCES OF CANADA AND MAY NOT BE TRADED IN ANY OF THE PROVINCES OF CANADA EXCEPT AS PERMITTED BY APPLICABLE SECURITIES LEGISLATION. TO: AND TO: Kentucky Petroleum Limited Partnership (the Limited Partnership ) Kentucky Petroleum Operating Ltd. (the General Partner ) The undersigned (the Subscriber ) hereby irrevocably subscribes for and agrees to purchase that number of units (the Units ) in the Limited Partnership shown in section (b) of the Basic Terms below, having an acquisition cost of $5,000 per Unit, for the Purchase Price shown in section (c) of the Basic Terms, which is tendered herewith, on the basis of the representations and warranties and subject to the terms and conditions set forth herein, including those set out in Exhibit A, Exhibit B, Exhibit C and Exhibit D attached hereto, as applicable (collectively, the Subscription Agreement ). Basic Terms The following information is applicable to this Subscription Agreement: (a) Subscriber: (ii) (iii) (iv) (v) Name: Address: Phone No.: Social Insurance Number: address: (b) (c) No. of Units (Minimum 1 Unit): Purchase Price: (No. of Units x $5,000): (d) The Subscriber acknowledges, represents and warrants as of the date of this Subscription Agreement that the Subscriber is either (check at least one): (ii) a resident of Alberta, British Columbia, Manitoba, Ontario or New Brunswick and is a person or entity that qualifies as an "accredited investor" as that term is defined in National Instrument ( NI ) and has completed an Accredited Investor Questionnaire in the form attached hereto as Exhibit B ; a resident of British Columbia or New Brunswick, has received a copy of the Limited Partnership s Offering Memorandum dated April 30, 2013 and has signed two (2) copies of the Risk Acknowledgment in the form attached hereto as Exhibit C ;

3 (iii) a resident of Alberta, Saskatchewan or Manitoba and has received a copy of the Limited Partnership s Offering Memorandum dated April 30, 2013, has signed two (2) copies of the Risk Acknowledgment in the form attached hereto as Exhibit C, and either: (A) (B) has invested no more than $10,000, or has invested more than $10,000 and has completed and signed the Eligible Investor Questionnaire in the form attached hereto as Exhibit D ; OR (iv) a resident of Alberta, British Columbia, Saskatchewan, Manitoba, Ontario or New Brunswick and is investing a minimum amount of $150,000, paid in cash. (e) The Subscriber is a Registrant as defined in the Securities Act (British Columbia) [Indicate YES or NO] Y N (f) The Subscriber is a Insider of the Limited Partnership as defined in the Securities Act (British Columbia) [Indicate YES or NO] Y N Additional Terms and Conditions The terms and conditions of Exhibit A, Exhibit B, Exhibit C and Exhibit D to this Subscription Agreement shall apply to the Subscriber s subscription for the Units and are hereby incorporated into this Subscription Agreement. IN WITNESS WHEREOF the Subscriber has duly executed this Subscription Agreement on the day of, 20 (Signature of the Subscriber and, if the Subscriber is a Corporation, an Officer) ACCEPTANCE This Subscription Agreement in respect of the Units is hereby accepted by Kentucky Petroleum Limited Partnership. DATED at, the day of, 20 Kentucky Petroleum Limited Partnership By its General Partner Kentucky Petroleum Operating Ltd. Per: Authorized Signatory

4 EXHIBIT A 1. Subscription 1.1 The Subscriber hereby irrevocably subscribes for and agrees to purchase that number of Units shown in section (b) of the Basic Terms having an acquisition cost of $5,000 per Unit, for the Purchase Price shown in section (c) of the Basic Terms, which is tendered herewith, on the basis of the representations and warranties and subject to the terms and conditions set forth in this Subscription Agreement (the Subscription ). 1.2 Subject to the terms hereof, the Subscription will be effective upon its acceptance by the General Partner on behalf of the Limited Partnership. Upon acceptance by the General Partner on behalf of the Limited Partnership, this Subscription constitutes an agreement by the Subscriber to become a limited partner of the Limited Partnership on the terms and subject to the terms and conditions set out in this Subscription Agreement. 2. Payment for Units 2.1 The Purchase Price shall be paid upon the execution and delivery of the Subscription Agreement to the General Partner by certified cheque or bank draft made payable to Kentucky Petroleum Limited Partnership. 3. Closing 3.1 The General Partner will confirm whether or not the Subscription Agreement is acceptable, whereupon the General Partner will deliver to the Subscriber a signed copy of this Agreement (the Closing ), and shall deliver a certificate representing the Units, registered in the name of the Subscriber. 3.2 The Closing will take place on such date or dates to be determined by the General Partner, provided however that the Purchase Price paid by the Subscriber will be held in trust pending the Closing. 4. Securities Act Exemption matters 4.1 The Subscriber acknowledges and agrees that: (a) (b) it is acquiring the Units pursuant to an exemption (the Exemption ) from the registration and prospectus requirements of the applicable securities laws and regulations (collectively, the Legislation ) in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under the Legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to the Legislation; the Exemption is premised on the basis that: if the Subscriber has checked box of item (d) of the Basic Terms, the Subscriber does not require the protection of the Legislation by virtue of the Subscriber s status as an accredited investor, as defined in NI and acknowledges and agrees that the General Partner shall not consider the Subscriber s subscription for acceptance unless the Subscriber provides to the General Partner, along with an executed copy of this Subscription Agreement a fully completed and executed Accredited Investor Questionnaire in the form attached hereto as Exhibit B and such other supporting documentation that the General Partner or its legal counsel may request to establish the Subscriber s qualification as an accredited investor;

5 (ii) (iii) if the Subscriber has ticked box (ii) or (iii) in item (d) of the Basic Terms, the Subscriber acknowledges and agrees that the General Partner shall not consider the Subscriber s subscription for acceptance unless the Subscriber provides to the General Partner, along with an executed copy of this Subscription Agreement, a fully completed and executed Risk Acknowledgment in the form attached as Exhibit C hereto and, if applicable, a fully completed and executed Eligible Investor Questionnaire attached as Exhibit D hereto; or if the Subscriber has checked box (iv) of item (d) of the Basic Terms, the Subscriber is investing at least $150,000, paid in cash. 5. Acknowledgements of Subscriber 5.1 The Subscriber acknowledges and agrees that: (a) (b) (c) (d) (e) (f) there is no market for the Units and no market for the Units may ever exist; the Subscriber is aware that an investment in the Units is speculative and involves certain risks, including the possible loss of the Subscriber s entire investment; the Subscriber understands and agrees that the General Partner and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Subscription Agreement and any questionnaire completed herewith, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the General Partner; any transfer, resale or other subsequent disposition of the Units will be subject to restrictions set out in the Limited Partnership Agreement dated for reference October 24, 2010 in respect of the Limited Partnership (the Partnership Agreement ) and may be subject to restrictions contained in the Legislation applicable to the holder of the Units or to the proposed transferee, including, but not limited to, resale restrictions under the Securities Act (British Columbia) or similar legislation in the other Provinces or Territories of Canada, as applicable; the Limited Partnership is not a reporting issuer in any Province or Territory of Canada and, accordingly, any applicable hold periods under the Legislation may never expire, and the Units may be subject to restrictions on resale for an indefinite period of time; the Units have not been registered under the United States Securities Act of 1933, as amended (the 1933 Act ) or the securities laws of any state of the United States, that the Units may not be offered or sold, directly or indirectly, in the United States except pursuant to registration under the 1933 Act and the securities laws of all applicable states or available exemptions therefrom, that the Limited Partnership has no obligation or present intention of filing a registration statement under the 1933 Act in respect of any of the Units, and that: (ii) the offer to purchase the Subscriber s Units was not made to the Subscriber in the United States; this Agreement was delivered to, executed and delivered by the Subscriber outside the United States;

6 (iii) (iv) (v) (vi) the Subscriber is not, and will not be purchasing the Subscriber s Units for the account or benefit of, any U.S. Person (as defined in the 1933 Act) or person in the United States; the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the 1933 Act; the Subscriber and any person for whose account it is acquiring the Subscriber s Units, if applicable, has no intention to distribute either directly or indirectly any of the Securities in the United States, except in compliance with the 1933 Act; if the Subscriber is a corporation, partnership or other legal entity incorporated or organized in the United States, the Subscriber s affairs are controlled and directed from outside of the United States, its purchase of the Securities was not solicited in the United States, no part of the transaction which is the subject of this Subscription Agreement occurred in the United States, and the Company has informed the Subscriber that no market for the Securities currently exists in the United States; (g) no person has made to the Subscriber any written or oral representations: (ii) (iii) (iv) that any person will resell or repurchase the Units; that any person will refund the Purchase Price for the Units other than as provided in this Subscription; as to the future price or value of the Units; or that the Units will be listed and posted for trading on a stock exchange or that application has been made to list and post the Units for trading on a stock exchange; (g) (h) (j) (k) (l) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Units; by execution hereof the Subscriber has waived the need for the General Partner to communicate its acceptance of the purchase of the Units pursuant to this Subscription Agreement; the Subscriber has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Units and with respect to applicable resale restrictions and it is solely responsible (and the General Partner is in no way responsible) for compliance with applicable resale restrictions; the Subscriber shall complete, sign and return to the General Partner as soon as possible, on request by the General Partner, any documents, questionnaires, notices and undertakings as may be required by the General Partner, regulatory authorities, stock exchanges and applicable law. there is no government or other insurance covering any of the Units; and this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the General Partner for and on behalf of the Limited Partnership, and the Subscriber acknowledges and agrees that the General Partner reserves the right to reject any Subscription for any reason.

7 6. Representations, Warranties and Covenants of the Subscriber 6.1 The Subscriber hereby represents and warrants to and covenants with the General Partner and the Limited Partnership (which representations, warranties and covenants will be true and correct as at the date set forth above and at Closing, and shall survive the Closing) that: (a) (b) (c) (d) (e) (f) (g) (h) (j) the Subscriber is acquiring the Units as a principal (and not as an agent) for investment purposes only, with no intention or view to reselling or distributing any portion or beneficial interest in the Units, and the Subscriber will be the beneficial owner of any Units to be issued to the Subscriber if, as and when this Subscription is accepted by the General Partner in whole or in part; the Subscriber is resident in the jurisdiction identified in the address of the Subscriber set forth on page 2 of this Subscription Agreement; the Subscriber is not a non-resident of Canada under the Income Tax Act (Canada) and is not a non-canadian within the meaning of the Investment Canada Act; the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber; the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; the Subscriber has received and reviewed a copy of the Partnership Agreement and the Offering Memorandum of the Limited Partnership dated April 30, 2013 (the Offering Memorandum ) and the Subscriber confirms that it is aware of and accepts the variances and additions to the terms and conditions of the Partnership Agreement from those summarized in the Offering Memorandum; the Subscriber s decision to tender this offer and purchase the Subscriber s Units has not been made as a result of any verbal or written representation as to fact or otherwise made by or on behalf of the Limited Partnership, or any other person and is based entirely upon information contained herein, in the Offering Memorandum and in the Partnership Agreement; the Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the transactions detailed in the Subscription Agreement and the Subscriber is able to bear the economic risk of loss arising from such transactions; the Subscriber is not: a person an interest in which is a "tax shelter investment" for the purposes of

8 Section of the Income Tax Act (Canada); or (ii) a financial institution as that term is defined in subsection 142.2(1) of the Income Tax Act (Canada) (and agrees to immediately advise the General Partner if it becomes a financial instruction at any time hereafter); (k) if financing the acquisition of Units by way of indebtedness, in whole or in part, the Subscriber has ensured and will ensure that all of the following terms are met with respect to such indebtedness: (ii) (iii) (iv) (v) (vi) recourse for such indebtedness is not limited in any way, either immediately or in the future or absolutely or contingently; bona fide written arrangements were made, at the time the indebtedness arose, for full repayment with interest within a reasonable period not exceeding 10 years; interest is payable on such indebtedness at least annually at a rate at least equal to the rate prescribed (or to be prescribed) for purposes of Section of the Income Tax Act (Canada) as of the time the indebtedness arose; such interest will be paid no later than 60 days after the end of each taxation year of the debtor; there is not, and is not to be, a series of loans and repayments in relation to the indebtedness; and all information with respect to the indebtedness is available in Canada; (l) (m) (n) the Subscriber has not purchased the Units as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communication published in any newspaper, magazine or similar media or broadcast over radio, television or internet or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; the Subscriber agrees that the Limited Partnership and the General Partner may be required by law or otherwise to disclose to regulatory authorities the identity of the Subscriber; and the funds representing the aggregate Purchase Price for the Subscriber's Units which will be advanced by the Subscriber hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the Subscriber acknowledges that the Limited Partnership may in the future be required by law to disclose the Subscriber s name and other information relating to this Subscription Agreement and the Subscriber s subscription hereunder, on a confidential basis, pursuant to such Act. To the best of its knowledge: (a) none of the subscription funds to be provided by the Subscriber have been or will be derived from or related to any activity that is deemed criminal under any law of Canada, the United States of America (or any state thereof), or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; and (b) the Subscriber shall promptly notify the Limited Partnership if the Subscriber discovers that any of such representations ceases to be true, and to provide the Limited Partnership with appropriate information in connection therewith.

9 6.2 The Subscriber acknowledges that the representations, warranties, covenants and acknowledges contained herein are made by the Subscriber with the intention that they may be relied upon by the General Partner, the Limited Partnership and its legal counsel in determining the Subscriber s eligibility to acquire the Units under relevant Legislation. The Subscriber further agrees that by accepting delivery of the Units, the Subscriber will be representing and warranting that the foregoing representations and warranties are true and correct as at the time of delivery of such Units with the same force and effect as if they had been made by the Subscriber at such time, and that they shall survive the completion of the transactions contemplated under this Subscription and remain in full force and effect thereafter for the benefit of the General Partner for a period of two years. 6.3 The Subscriber hereby agrees to indemnify and hold harmless the General Partner and Limited Partnership and their respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever arising out of or based upon any representation or warranty of the Subscriber contained in this Subscription Agreement, any questionnaire or in any other document furnished by the Subscriber to the General Partner in connection herewith, being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the General Partner in connection therewith; 7. Power of Attorney and Agreement to be Bound 7.1 In consideration of the General Partner, on behalf of the Limited Partnership, accepting the Subscription of the Subscriber and conditional thereon, the Subscriber: (a) (b) agrees to be bound, as a party to and as a limited partner in the Limited Partnership, by the terms of the Partnership Agreement, and the undersigned expressly ratifies and confirms the power of attorney given to the Limited Partnership therein; and irrevocably nominates, constitutes and appoints the General Partner and any successor to the General Partner under the terms of the Partnership Agreement, as the Subscriber s true and lawful attorney and agent, with full power of substitution and authority in the Subscriber s name, place and stead and for the Subscriber s use and benefit to do the following: execute, swear to, acknowledge, complete, deliver and file as and where the General Partner considers it appropriate any and all of the following: A. the Partnership Agreement and all declarations and certificates of change required under the Partnership Act (British Columbia) and other instruments necessary to form, qualify or continue and keep in good standing the Limited Partnership as a limited partnership; B. all instruments, declarations and certificates necessary to reflect any amendment to the Partnership Agreement; C. all elections, determinations or designations made pursuant to the Income Tax Act (Canada) or any other taxation or other legislation or laws of like import of Canada or any provinces or jurisdictions in respect of the affairs of the Limited Partnership or of a partner s interest in the Limited Partnership; and

10 D. all conveyances, agreements and other instruments necessary or desirable to reflect the dissolution and termination of the Limited Partnership including cancellation of any certificates or declarations and the execution of any elections under the Income Tax Act (Canada) and any analogous provincial legislation, as any of the same may be amended or re-enacted from time to time; (ii) (iii) (iv) execute and file with any governmental body or instrumentality thereof of the Government of Canada or a province thereof or the Government of the United States or any state thereof, any documents necessary to be filed in connection with the business, property, assets and undertaking of the Limited Partnership; execute and deliver all such other documents or instruments on behalf of and in the name of the Limited Partnership and for or on behalf of the Subscriber as may be deemed necessary or desirable by the Limited Partnership to carry out fully the provisions of this Subscription Agreement, the Partnership Agreement or any other material contract required in connection herewith; and to complete, amend or modify any of the foregoing or this Subscription Agreement and to complete any missing information or correct any clerical or other errors in the completion of this Subscription Agreement or any of the foregoing. 7.2 The power of attorney granted herein is irrevocable, is a power coupled with an interest, shall survive the death, disability or other legal incapacity of the Subscriber and shall survive the transfer or assignment, to the extent of the obligations of the Subscriber under the Partnership Agreement or hereunder, by the Subscriber of the whole or any part of the interest of the Subscriber in the Limited Partnership and extends to the heirs, executors, administrators, successors and assigns of the Subscriber and may be exercised by the General Partner, on behalf of the Subscriber, by executing any instrument as with a single signature as attorney and agent for all the General Partner s executing such instrument or by such other form of execution as the General Partner may determine, and it shall not be necessary for the General Partner to execute any document or instrument under seal, however the General Partner may, in its discretion, execute documents or instruments under seal. 7.3 The Subscriber agrees to be bound by any representations and actions made or taken in good faith by the General Partner pursuant to this power of attorney in accordance with the terms hereof or in accordance with the Partnership Agreement and the Subscriber hereby waives any and all defences which may be available to contest, negate or disaffirm the action of the General Partner taken in good faith under this power of attorney. 8. Fees and Commissions 8.1 The Subscriber acknowledges and agrees that a portion of the Purchase Price for the Units will be used to pay the organizational and offering expenses of the Limited Partnership as follows: (a) up to 10% of the Purchase Price of the Units will be used to pay fees or commissions to a broker, selling agent, or finder; and (b) up to 7% of the Purchase Price of the Units will be paid to the General Partner for marketing expenses, professional fees and regulatory compliance fees incurred by the General Partner in connection with the organization of the Limited Partnership and the offering.

11 9. Withdrawal of Subscription 9.1 The Subscriber has a two day cancellation right and may cancel this Agreement by sending notice to the Limited Partnership by midnight on the second business day after the Subscriber signs this Subscription Agreement. 10. Use of Personal Information 10.1 The Subscriber hereby acknowledges and consents to: the disclosure by the Limited Partnership of Personal Information concerning the Subscriber to the Commissions or any other regulatory authority (under the authority granted by securities legislation, where applicable), (collectively referred to in this section as the Securities Authorities ); and (ii) the indirect collection, use and disclosure of Personal Information by the Securities Authorities for the following purposes (or as otherwise identified by the Securities Authorities, from time to time): (a) (b) (c) (d) (e) (f) (g) to conduct background checks; to verify the Personal Information that has been provided about the Subscriber; to consider the suitability of the Subscriber as a holder of securities of the Issuer; to provide disclosure to market participants as to the security holdings of the Issuer s shareholders, and their involvement with any other reporting issuers, issuers subject to a cease trade order or bankruptcy, and information respecting penalties, sanctions or personal bankruptcies, and possible conflicts of interest with the Issuer; to detect and prevent fraud; to conduct enforcement proceedings or otherwise administer and enforce securities legislation; and to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the Securities Authorities, securities legislation and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada Herein, Personal Information means any information about the Subscriber required to be disclosed to a Securities Authority, whether pursuant to a mandated form or a request made by a Securities Authority. 11. General 11.1 The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber relating to the purchase of the Units shall be borne by the Subscriber This Subscription Agreement is governed by the laws of the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The Subscriber, in its personal or corporate capacity and, if applicable, on behalf of each beneficial purchaser for whom it is acting, irrevocably attorns to the jurisdiction of the Province of British Columbia This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Units by the Subscriber pursuant hereto This Subscription Agreement is not transferable or assignable.

12 11.5 The invalidity or unenforceability of any particular provision of this Subscription Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Subscription Agreement Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Units and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the General Partner or Limited Partnership or by anyone else All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Subscriber shall be directed to the address on page 2 of this Subscription Agreement and notices to the General Partner shall be directed to 1066 West Hastings Street, Suite 2000, Vancouver, British Columbia, V6E 3XE This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereinafter set forth The Subscriber hereby acknowledges that he or she will deliver to the General Partner all such additional completed forms in respect of the Subscriber s purchase of the Units as may be required for filing with the appropriate securities commissions and regulatory authorities.

13 EXHIBIT B NI ACCREDITED INVESTOR QUESTIONNAIRE The undersigned, as a purchaser of limited partnership units (the Units ) of Kentucky Petroleum Limited Partnership (the Issuer ), has represented to the Issuer that the undersigned is an accredited investor as defined in Section 1.1 of National Instrument ( NI ). The undersigned has indicated below the categories which it, he or she satisfies to qualify as an accredited investor. The undersigned understands that each of the Issuer is relying on this information in determining to sell securities to the undersigned in a manner exempt from the prospectus and registration requirements of applicable securities laws. ACCREDITED INVESTOR STATUS The undersigned represents and warrants that it, he or she is [check each applicable item]: (a) (b) (c) (d) (e) (f) (g) (h) (j) a Canadian financial institution (as defined under NI ), or an authorized foreign bank listed in Schedule III of the Bank Act (Canada); the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); 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; 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); 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); 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; 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; any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government; 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; 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;

14 (k) (l) (m) (n) an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year; an individual who, either alone or with a spouse, has net assets of at least $5,000,000; 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 that has not been created or used solely to purchase or hold securities as an accredited investor as defined in this paragraph (m); an investment fund that distributes or has distributed its securities only to: (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 or 2.19 of NI , or; a person described in paragraph or (ii) that acquires or acquired securities under Section 2.18 of NI ; (o) (p) (q) 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; a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be; a person acting on behalf of a fully managed account managed by that person, if that person: (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) (s) (t) 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; an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) through (d) or paragraph in form and function; 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

15 persons that are Accredited Investors; (u) (v) 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 a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as: (ii) an accredited investor, or an exempt purchaser in Alberta or British Columbia. As used in this Questionnaire, the following terms have the following meanings: financial assets means: (a) cash, (b) securities, or (c) a contract of insurance, a deposit or an evidence or a deposit that is not a security for the purposes of securities legislation. 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. investment fund has the same meaning as in National Instrument Investment Fund Continuous Disclosure. non-redeemable investment fund has the same meaning as in National Instrument Investment Fund Continuous Disclosure. A person includes: (a) an individual, (b) a corporation, (c) a partnership, trust fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and (d) an individual or other person in that person s capacity as a trustee, executor, administrator or personal or other legal representative. related liabilities means (a) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or (b) liabilities that are secured by financial assets. subsidiary occurs when a person or corporation is controlled by another person or corporation. $ means Canadian dollars.

16 The foregoing representation, warranty and certificate is true and accurate as of the date of this certificate and will be true and accurate as of Closing. If any such representation, warranty or certificate shall not be true and accurate prior to Closing, the undersigned shall give immediate written notice of such fact to the Issuer. IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the day of, 201. If a Corporation, Partnership or Other Entity: If an Individual: Name of Entity Signature Type of Entity Print or Type Name Signature of Person Signing Print or Type Name and Title of Person Signing

17 EXHIBIT C Form F4 Risk Acknowledgement I acknowledge that this is a risky investment. I am investing entirely at my own risk. No securities regulatory authority or regulator has evaluated or endorsed the merits of these securities or the disclosure in the offering memorandum. The person selling me these securities is not registered with a securities regulatory authority and has no duty to tell me whether this investment is suitable for me. I will not be able to sell these securities except in very limited circumstances. I may never be able to sell these securities. The securities are redeemable, but I may only be able to redeem them in limited circumstances. I could lose all the money I invest. I am investing $ [total consideration] in total; this includes any amount I am obliged to pay in the future. Kentucky Petroleum Limited Partnership may pay up to 7% of this to its General Partner to cover expenses incurred in organizing this offering. Any remainder to of the 7% may be paid to its Manager for managing the offering. The Kentucky Petroleum Limited Partnership may also pay up to 10% of this to one or more third party selling agents as a fee or commission. There is no ongoing annual management fee. I acknowledge that this is a risky investment and that I could lose all the money I invest. Date Signature of Purchaser Print name of Purchaser Sign 2 copies of this document. Keep one copy for your records. You have 2 business days to cancel your purchase To do so, send a notice to Kentucky Petroleum Limited Partnership stating that you want to cancel your purchase. You must send the notice before midnight on the second (2nd) business day after you sign the agreement to purchase the securities. You can send the notice by facsimile, , through your broker, by courier or in person to Kentucky Petroleum Limited Partnership at its business address. Keep a copy of the notice for your records. Kentucky Petroleum Limited Partnership 1066 West Hastings Street, Suite 2000 Vancouver, British Columbia V6E 3X2

18 Fax: (604) You are buying Exempt Market Securities They are called exempt market securities because two parts of securities law do not apply to them. If an issuer wants to sell exempt market securities to you: the issuer does not have to give you a prospectus (a document that describes the investment in detail and gives you some legal protections), and the securities do not have to be sold by an investment dealer registered with a securities regulatory authority. There are restrictions on your ability to resell exempt market securities. Exempt market securities are more risky than other securities. You will receive an Offering Memorandum Read the Offering Memorandum carefully because it has important information about the issuer and its securities. Keep the Offering Memorandum because you have rights based on it. Talk to a lawyer for details about these rights. You will not receive advice You will not get professional advice about whether the investment is suitable for you. But you can still seek that advice from a registered adviser or investment dealer. In Alberta, Manitoba, Northwest Territories, Prince Edward Island, Québec and Saskatchewan to qualify as an eligible investor, you may be required to obtain that advice. Contact the Investment Industry Regulatory Association of Canada (website at for a list of registered investment dealers in your area. The securities you are buying are not listed The securities you are buying are not listed on any stock exchange, and they may never be listed. You may never be able to sell these securities. The issuer of your securities is a non-reporting issuer A non-reporting issuer does not have to publish financial information or notify the public of changes in its business. You may not receive ongoing information about this issuer. For more information on the exempt market, call your local securities regulatory authority. BRITISH COLUMBIA British Columbia Securities Commission 701 West Georgia Street P.O. Box 10142, Pacific Centre Vancouver British Columbia V7Y 1L2 Telephone Toll-Free Fax ALBERTA Alberta Securities Commission Ste , 5th Avenue SW Calgary, AB T2P 3C4 Tel: (403) Toll Free: Fax: (403) Web site: Inquiries:

19 ONTARIO Ontario Securities Commission Box 55, Suite Queen Street West Toronto, ON M5H 3S8 Tel: (416) Toll Free: Fax: (416) Web site: Inquiries: SASKATCHEWAN Saskatchewan Financial Securities Commission Suite 601, 1919 Saskatchewan Drive Regina, SK S4P 4H2 Telephone: Fax: Website: MANITOBA The Manitoba Securities Commission St. Mary Avenue Winnipeg MB R3C 4K5 Telephone: Toll Free: (Manitoba Only) Fax: Website: NEW BRUNSWICK New Brunswick Securities Commission 85 Charlotte Street, Suite 300 Saint John, NB E2L 2J2 Telephone: Fax: Toll Free: (within NB only) Website:

20 EXHIBIT D ELIGIBLE INVESTOR QUESTIONNAIRE (To be completed by residents of Alberta, Saskatchewan and Manitoba investing more than $10,000) The undersigned, as a purchaser of limited partnership units (the Units ) of Kentucky Petroleum Limited Partnership (the Issuer ), has represented to the Issuer that the undersigned is an eligible investor as defined in Section 1.1 of National Instrument ( NI ). The undersigned has indicated below the categories which it, he or she satisfies to qualify as an eligible investor. The undersigned understands that each of the Issuer is relying on this information in determining to sell securities to the undersigned in a manner exempt from the prospectus requirements of applicable securities laws. ELIGIBLE INVESTOR STATUS The undersigned represents and warrants that it, he or she is [check each applicable item]: (a) (a) a person whose [circle one or more] net assets, alone or with a spouse, in the case of an individual, exceed $400,000, (ii) net income before taxes exceeded $75,000 in each of the 2 most recent calendar years and who reasonably expects to exceed that income level in the current calendar year, or (iii) net income before taxes, alone or with a spouse, in the case of an individual, exceeded $125,000 in each of the 2 most recent calendar years and who reasonably expects to exceed that income level in the current calendar year; (b) a person of which a majority of the voting securities are beneficially owned by eligible investors or a majority of the directors are eligible investors; (c) a general partnership of which all of the partners are eligible investors; (d) a limited partnership of which the majority of the general partners are eligible investors; (e) a trust or estate in which all of the beneficiaries or a majority of the trustees or executors are eligible investors; (f) an accredited investor; (g) if resident in Alberta; a person described in NI section 2.5 [Family, friends and business associates], which provides as follows: (a) a director, executive officer or control person of Limited Partnership or the General Partner or Manager of the Limited Partnership, (b) a spouse, parent, grandparent, brother, sister or child of a director, executive officer or control person of the Limited Partnership or the General Partner or Manager of the Limited Partnership,

21 (c) a parent, grandparent, brother, sister or child of the spouse of a director, executive officer or control person of the Limited Partnership or the General Partner or Manager of the Limited Partnership, (d) a close personal friend of a director, executive officer or control person of the Limited Partnership or the General Partner or Manager of the Limited Partnership, (e) a close business associate of a director, executive officer or control person of the Limited Partnership or the General Partner or Manager of the Limited Partnership, (f) a founder of the issuer or a spouse, parent, grandparent, brother, sister, child, close personal friend or close business associate of a founder of the Limited Partnership, (g) a parent, grandparent, brother, sister or child of a spouse of a founder of the Limited Partnership, (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), or 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). (h) a person that has obtained advice regarding the suitability of the investment and, if the person is resident in a jurisdiction of Canada, that advice has been obtained from an eligibility adviser; As used in this Questionnaire, the following terms have the following meanings: financial assets means: (a) cash, (b) securities, or (c) a contract of insurance, a deposit or an evidence or a deposit that is not a security for the purposes of securities legislation. eligibility adviser means (a) a person that is registered as an investment dealer or in an equivalent category of registration under the securities legislation of the jurisdiction of a purchaser and authorized to give advice with respect to the type of security being distributed, and (b) in Saskatchewan or Manitoba, also means a lawyer who is a practicing 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 certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders, or control persons, and (ii) have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person 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. 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.

22 investment fund has the same meaning as in National Instrument Investment Fund Continuous Disclosure. non-redeemable investment fund has the same meaning as in National Instrument Investment Fund Continuous Disclosure. A person includes: (a) an individual, (b) a corporation, (c) a partnership, trust fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and (d) an individual or other person in that person s capacity as a trustee, executor, administrator or personal or other legal representative. related liabilities means (a) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or (b) liabilities that are secured by financial assets. subsidiary occurs when a person or corporation is controlled by another person or corporation. $ means Canadian dollars. The foregoing representation, warranty and certificate is true and accurate as of the date of this certificate and will be true and accurate as of Closing. If any such representation, warranty or certificate shall not be true and accurate prior to Closing, the undersigned shall give immediate written notice of such fact to the Issuer. IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the day of, 201. If a Corporation, Partnership or Other Entity: If an Individual: Name of Entity Signature Type of Entity Print or Type Name Signature of Person Signing Print or Type Name and Title of Person Signing

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