This presentation (this “Presentation”) has been prepared solely for the purpose of providing preliminary information with respect to a potential investment in a limited partnership to be formed by Coho Growth Capital Corp. (“Coho”). By its acceptance of this Presentation, each recipient hereof acknowledges and agrees to the following:

This Presentation has been prepared solely for the purpose of assisting the recipient in deciding whether to proceed with its own independent, in-depth investigation and analysis of Coho as part of discussions with respect to a potential equity private placement for interests (the “Interests”) in a limited partnership vehicle to be formed by Coho (the “LP”) and the LP’s subsequent deployment of debt investments (collectively, the “Purpose”). This Presentation does not purport to contain all of the information that may be required to evaluate Coho, the LP or the Purpose. In all cases, the recipient should conduct its own independent, in-depth investigation and analysis of Coho, the LP and the Purpose and the information set forth in this Presentation as well as any other information communicated or made available to such party.

Neither Coho nor any of its affiliates, employees or representatives make, and they expressly disclaim, any representation or warranty (express or implied) as to the accuracy or completeness of the information contained in this Presentation or any other written or oral communication transmitted or made available to a prospective party to a potential transaction in connection with the Purpose; and neither Coho nor any of its affiliates, employees, advisors or representatives shall have, and they expressly disclaim, any and all liability for, or based in whole or in part on, such information or other written or oral communication (including without limitation any express or implied representations), errors therein or omissions therefrom. Certain information included in this document was obtained from third party sources, industry report and publications, websites or other publicly available information. Only those particular representations and warranties that may be made by Coho, the LP or their affiliates that are party to a transaction in a definitive, binding written agreement providing for a transaction, when, as and if it is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have legal effect.

Coho and its affiliates, employees and representatives reserve the right to negotiate with one or more parties and to enter into a definitive agreement relating to a potential transaction at any time and without prior notice to the recipient or any other person or entity. Coho and its affiliates, employees and representatives also reserve the right, at any time and without prior notice and without assigning any reason therefor, (i) to terminate the further participation by the recipient or any other person or entity in the consideration of, and proposed process relating to, a potential transaction, (ii) to modify any of the rules or procedures relating to such investigation and proposed process, and (iii) to terminate entirely such investigation and proposed process. No representation or warranty (whether express or implied) has been made by Coho or any of its affiliates, employees and representatives with respect to the proposed process or the manner in which the proposed process is conducted, and the recipient disclaims any such representation or warranty. The recipient acknowledges that Coho and its affiliates, employees and representatives are under no obligation to accept any offer or proposal by any person or entity regarding a potential transaction. Neither Coho nor any of its affiliates, employees or representatives has any legal, fiduciary or other duty to any recipient with respect to the manner in which the proposed process is conducted. This Presentation does not constitute an offer or invitation for the sale or purchase of the Interests or any other securities, assets or business described herein and shall not form the basis of any contract.

This Presentation shall not be construed to indicate that there has been no change in the affairs of Coho or the LP since the date hereof. This Presentation presents information with respect to Coho and the LP as of the date hereof and Coho does not intends to update or revise this Presentation following its distribution. Coho reserves the right to take any action with respect to the LP and the Purpose, whether in or out of the ordinary course of business, which Coho deems necessary, prudent or desirable.

This Presentation may include certain statements, estimates and projections with respect to the LP’s anticipated future performance. Such statements, estimates and projections reflect various assumptions and elements of subjective judgment by Coho concerning anticipated results, which assumptions and elements of subjective judgment may or may not prove to be correct. There can be no assurance that any such projections will be realized. No representations or warranties are made as to the accuracy of such statements, estimates or projections, and Coho has no obligation to update or otherwise revise any such information, this Presentation or other materials supplied herewith.

This Presentation and the information herein are strictly confidential and remain the property of Coho. By acceptance hereof, each recipient acknowledges that it has executed a nondisclosure agreement with Coho (the “Nondisclosure Agreement”) and agrees that the distribution and use of this Presentation and any other information provided to by or on behalf of Coho is governed by the Nondisclosure Agreement, and that it will not copy, reproduce or distribute to others this Presentation in whole or in part, at any time, without the prior written consent of Coho except as expressly permitted in the Nondisclosure Agreement. The recipient further agrees that it will, and will cause its directors, officers, employees and representatives to keep confidential in accordance with the terms of the Nondisclosure Agreement all information contained herein and will use this Presentation only as permitted under the terms of the Nondisclosure Agreement.

STATUTORY RIGHTS OF ACTION

Capitalized words and phrases not otherwise defined below have the meaning given to them in the disclaimer on page 2 above.

Ontario Purchasers

Under Ontario securities legislation, certain purchasers who purchase Interests described by this Presentation during the period of distribution will have a statutory right of action for damages, or while still the owner of the Interests, for rescission against the LP (once formed) if this Presentation contains a misrepresentation without regard to whether the purchasers relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for the Interests. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the Interests. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the LP. In no case will the amount recoverable in any action exceed the price at which the Interests were offered to the purchaser and if the purchaser is shown to have purchased the Interests with knowledge of the misrepresentation, the LP will have no liability. In the case of an action for damages, the LP will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the Interests as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser. Not all defences upon which the LP may rely are described herein. Ontario purchasers should refer to the complete text of the relevant statutory provisions.

New Brunswick Purchasers

Under New Brunswick securities legislation, certain purchasers who purchase Interests offered by this Presentation during the period of distribution will have a statutory right of action for damages, or while still the owner of the Interests, for rescission against the LP (once formed) and every director of the LP in the event that this Presentation contains a misrepresentation without regard to whether the purchasers relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of one year from the date the purchaser first had knowledge of the facts giving rise to the cause of action and six years from the date on which payment is made for the Interests. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the Interests. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the LP or the directors of the LP. In no case will the amount recoverable in any action exceed the price at which the Interests were offered to the purchaser and if the purchaser is shown to have purchased the Interests with knowledge of the misrepresentation, the LP and the directors of the LP will have no liability. In the case of an action for damages, the LP and the directors of the LP will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the Interests as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or remedies available at law to a New Brunswick purchaser. The foregoing is a summary of the rights available to a New Brunswick purchaser. Not all defences upon which the LP or others may rely are described herein. New Brunswick purchasers should refer to the complete text of the relevant statutory provisions.

Newfoundland and Labrador Purchasers

Under Newfoundland and Labrador securities legislation, certain purchasers who purchase Interests offered by this Presentation during the period of distribution will have a statutory right of action for damages against the LP (once formed) and the directors of the LP as of the date of this Presentation, or while still the owner of the Interests, for rescission against the LP if this Presentation, or a document incorporated by reference in or deemed incorporated into this Presentation, contains a misrepresentation without regard to whether the purchasers relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for the Interests. The right of action for recission is exercisable not later than 180 days from the date on which payment is made for the Interests. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the LP or the directors of the LP. In no case will the amount recoverable in any action exceed the price at which the Interests were offered to the purchaser and if the purchaser is shown to have purchased the Interests with knowledge of the misrepresentation, the LP and the directors of the LP will have no liability. In the case of an action for damages, the LP and the directors of the LP will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the Interests as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or remedies available at law to a Newfoundland and Labrador purchaser. The foregoing is a summary of the rights available to a Newfoundland and Labrador purchaser. Not all defences upon which the LP or others may rely are described herein. Newfoundland and Labrador purchasers should refer to the complete text of the relevant statutory provisions.

Nova Scotia Purchasers

Under Nova Scotia securities legislation, certain purchasers who purchase Interests offered by this Presentation during the period of distribution will have a statutory right of action for damages against the LP (once formed) and the directors of the LP, or while still the owner of the Interests, for rescission against the LP if this Presentation, or a document incorporated by reference in or deemed incorporated into this Presentation, contains a misrepresentation without regard to whether the purchasers relied on the misrepresentation. The right of action for rescission or damages is exercisable not later than 120 days from the date on which payment is made for the Interests or after the date on which the initial payment for the Interests was made where payments subsequent to the initial payment are made pursuant to a contractual commitment assumed prior to, or concurrently with, the initial payment. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the LP or the directors of the LP. In no case will the amount recoverable in any action exceed the price at which the Interests were offered to the purchaser and if the purchaser is shown to have purchased the Interests with knowledge of the misrepresentation, the LP and the directors of the LP will have no liability. In the case of an action for damages, the LP and the directors of the LP will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the Interests as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or remedies available at law to a Nova Scotia purchaser. The foregoing is a summary of the rights available to a Nova Scotia purchaser. Not all defences upon which the LP or others may rely are described herein. Nova Scotia purchasers should refer to the complete text of the relevant statutory provisions.

Saskatchewan Purchasers

Under Saskatchewan securities legislation, certain purchasers who purchase Interests offered by this Presentation during the period of distribution will have a statutory right of action for damages against the LP (once formed) and every director of the LP, and every person or company who sells the Interests on behalf of the LP under this Presentation, or while still the owner of the Interests, for rescission against the LP if this Presentation contains a misrepresentation without regard to whether the purchasers relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of one year from the date the purchaser first had knowledge of the facts giving rise to the cause of action and six years from the date on which payment is made for the Interests. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the Interests. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the LP or the others listed above. In no case will the amount recoverable in any action exceed the price at which the Interests were offered to the purchaser and if the purchaser is shown to have purchased the Interests with knowledge of the misrepresentation, the LP and the others listed above will have no liability. In the case of an action for damages, the LP and the others listed above will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the Interests as a result of the misrepresentation relied upon. A purchaser who receives an amended Presentation has the right to withdraw from the agreement to purchase the Interests by delivering a notice to the LP within two business days of receiving the amended Presentation. These rights are in addition to, and without derogation from, any other rights or remedies available at law to a Saskatchewan purchaser. The foregoing is a summary of the rights available to a Saskatchewan purchaser. Not all defences upon which the LP or others may rely are described herein. Saskatchewan purchasers should refer to the complete text of the relevant statutory provisions.