LIMITED PARTNERSHIP (the “Fund”) PROXY FOR 2008 SPECIAL MEETING
August 21, 2008 2:00 p.m. THIS PROXY IS SOLICITED BY GROWTHWORKS ACCESS GP I LTD., THE GENERAL PARTNER OF THE FUND The undersigned (hereafter referred to as the "Limited Partner") of the Fund hereby appoints David Levi or failing him, Jim Charlton or, in lieu of the foregoing persons, ___________________________________________________ as my proxyholder to vote in accordance with the following direction at the special meeting of the Partners of the Fund to be held on Thursday, August 21, 2008 and at any adjournments thereof (the "Meeting") and in the proxyholder’s discretion to vote on amendments or variation to matters identified in the Notice of Meeting or such other matters as may properly become before the Meeting in such manner as the proxyholder may, in the proxyholder’s sole discretion determine. As at the date of the accompanying Information Circular dated July 11, 2008, the General Partner knows of no such amendments, variations or other matters to come before the Meeting. I direct my proxyholder to vote as follows: To approve, with or without variation, a special resolution in the form attached as Schedule “A” to the accompanying Information Circular authorizing: (a) amendments to the Amended and Restated Limited Partnership Agreement dated November 1, 2000 (the “Partnership Agreement”) to (i) extend the term of the Fund for an additional two years to December 31, 2010 and (ii) eliminate the base management fee payable by the Fund to the General Partner under the Partnership Agreement; and (b) a one-time special exit right for those Limited Partners who do not wish to hold their investment in the Fund through the extended term, such exits to be funded by the sale of a portion of each of the Fund’s venture investment holdings, all as more fully described in the information circular. FOR: ___________ AGAINST: __________
The undersigned hereby revokes any proxy previously given with respect to the LP Units represented hereby. EXECUTED on the _____ day of _________, 2008. Name of Limited Partner:_________________________________
Signature of Limited Partner:_______________________________
See Reverse for Important Proxy Notes Address : __________________________________ (If different from the right.) __________________________________ Client Account Number: ADDRESS CITY, PROVINCE POSTAL CODE
PROXY INSTRUCTIONS
1. Every Limited Partner has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the Meeting. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse). This proxy may not be valid unless dated and signed by the Limited Partner or the Limited Partner’s duly appointed agent. If you are voting on behalf of another company or another individual you should provide documentation evidencing your power to sign this proxy with signing capacity stated. The securities represented by this proxy will be voted as directed by the Limited Partner, however, if such a direction is not made in respect of any matter, this proxy will be voted as if the Limited Partner had voted for the matter(s). The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the Limited Partner, on any ballot or poll that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting. Proxies submitted must be received by 5:00 p.m. on Tuesday, August 19, 2008. The Chair of the meeting has the discretion to accept proxies filed subsequently. This proxy should be read in conjunction with the accompanying Information Circular.
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