NEWRIVER REIT PLC

Registration Form • Jun 16, 2017

THIS APPLICATION FORM IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS APPLICATION FORM IS PERSONAL TO THE SHAREHOLDER(S) NAMED IN IT AND MAY NOT BE ASSIGNED OR TRANSFERRED OR SPLIT (EXCEPT TO SATISFY BONA FIDE MARKET CLAIMS). IT IS NOT A NEGOTIABLE DOCUMENT AND CANNOT BE TRADED. This Application Form and the accompanying documents should not be sent by you to any person, subject to certain exceptions, in the United States, Australia, New Zealand, Canada, the Republic of South Africa, Japan and any other jurisdiction where the extension or availability of the Capital Raising (and any other transaction contemplated thereby) would (i) result in a requirement to comply with any governmental or other consent or any registration filing or other formality which NewRiver REIT plc (the "Company") regards as unduly onerous, or (ii) otherwise breach any applicable law or regulation (together, the "Restricted Jurisdictions"). This Application Form, the Open Offer Entitlements and Excess Open Offer Entitlements, do not constitute an offer of New Ordinary Shares to any person with a registered address in, or who is resident in, the United States or any other Restricted Jurisdiction. New Ordinary Shares, Open Offer Entitlements and Excess Open Offer Entitlements have not been and will not be registered under the US Securities Act, or with any regulatory authority or under the applicable securities laws of any state or other jurisdiction of the United States, or the relevant laws of any state, province or territory of any other Restricted Jurisdiction, and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within any Restricted Jurisdiction or within the United States. The New Ordinary Shares are being offered or sold outside the United States in reliance on Regulation S under the US Securities Act ("Regulation S"). This Application Form, the Open Offer Entitlements and Excess Open Offer Entitlements, do not constitute an offer to sell or a solicitation of an offer to buy New Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. This Application will be distributed in or into the United States or any of the other Restricted Jurisdictions. Neither the New Ordinary Shares, the Application Form, the Open Offer Entitlements or the Excess Open Offer Entitlements have been or will be approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of this Application Form. Any representation to the contrary is a criminal offence in the United States. There will be no public offer of the New Ordinary Shares in the United States. If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000 ("FSMA") if you are resident in the United Kingdom. If you are not resident in the United Kingdom, you should seek advice from another appropriate authorised independent adviser. Information on the Company and full details of the Capital Raising are set out in the prospectus relating to the New Ordinary Shares dated 16 June 2017 (the "Prospectus"), which should be read carefully before any action is taken. A copy of the Prospectus is available for inspection at the registered office of the Company at 37 Maddox Street, London W1S 2PP and at the offices of Eversheds Sutherland (International) LLP at One Wood Street, London EC2V 7WS during normal business on any weekday (Saturdays, Sundays and public holidays excluded) up to 6 July 2017. Unless the context otherwise requires, expressions defined in the Prospectus bear the same meanings in this Application Form.

Account Number
Helpline Number
UK 0371 664 0321*
Overseas +44 371 664 0321
				Your telephone number if we need to contact you

NEWRIVER REIT PLC

(Incorporated in England and Wales under the Companies Act 2006 with registered no. 10221027)

Capital raising by NewRiver REIT plc (the "Company") by way of a Firm Placing, Placing and Open Offer to Qualifying Shareholders to apply for 1 New Ordinary Share for every 11 Existing Ordinary Shares at 335 pence per New Ordinary Share payable in full on application and application to be received by no later than 11.00 a.m. on 3 July 2017

Box 1 Number of Existing Ordinary Shares registered in your name(s) at close of business on	Box 2 Number of New Ordinary Shares comprising your Open Offer Entitlement (entitlement rounded down	Box 3 Amount payable at 335 pence per New Ordinary Share if you apply for your Open Offer Entitlement
14 June 2017 ("Record Time")	to the nearest whole number)	in full (set out in Box 2)

Box 4 Number of New Ordinary Shares for which application is being made pursuant to your Open Offer Entitlement	Box 5 Number of New Ordinary Shares (if any) for which application is being made under the Excess Application Facility	Box 6 Total number of New Ordinary Shares for which application is being made	Box 7 Amount enclosed
(up to the maximum shown in Box 2)		(Box 4 + 5)	(Box 6 x 335 pence)

ACTION TO BE TAKEN

There are 4 choices:

• 1. If you only wish to apply for your Open Offer Entitlement in full (as shown in Box 2) please sign, date and return this Application Form, together with a pounds sterling cheque or banker's draft for the sum set out in Box 3, in the pre-paid envelope accompanying it.
• 1. If you wish to apply under the Excess Application Facility for more than your Open Offer Entitlement, please complete Boxes 4 (which must be equal to the number of New Ordinary Shares in Box 2), 5, 6 and 7 and then sign, date and return this Application Form, together with a pounds sterling cheque or banker's draft for the sum inserted by you in Box 7, in the pre-paid envelope accompanying it. If, under the Excess Application Facility, you apply for more than your Open Offer Entitlement and your application under the Excess Application Facility is not satisfied in whole or in part, you confirm that the Company as your agent is authorised to return that part of the excess application money which relates to the additional New Ordinary Shares which are not allotted to you, without payment of interest to you, by post at your risk.

• If you wish to apply for less than your Open Offer Entitlement, please complete Boxes 4 and 6 (these should show the number of New Ordinary Shares for which you want to apply) and 7 and then sign, date and return this Application Form, together with a pounds sterling cheque or banker's draft for the sum inserted by you in Box 7, in the pre-paid envelope accompanying it.

• If you do not want to apply for New Ordinary Shares, you do not need to take any action.

Please sign and date below if you want to apply for New Ordinary Shares. All joint holders must sign.

I/WE DECLARE THAT I/WE AM/ARE MAKING THE APPLICATION FOR NEW ORDINARY SHARES ON THE TERMS AND CONDITIONS SET OUT IN THIS APPLICATION FORM AND IN THE PROSPECTUS AND GIVE THE UNDERTAKINGS, REPRESENTATIONS AND WARRANTIES SET OUT THEREIN AND IN THIS APPLICATION FORM.
Signature First Holder/Director	Signature Second Holder (if any)/Director
Signature Third Holder (if any)	or Secretary Signature Fourth Holder (if any)
	Date
A corporate shareholder should execute this instruction under its common seal or otherwise in accordance with applicable statutory requirements
	Place an "X" in the box if you are affixing a company seal	Company Seal
Executed and delivered as a deed by the company named above
POWER OF ATTORNEY If signing under a power of attorney or other authority please put your full name here and enclose the original or duly certified copy of the power of attorney with this Application Form
To help us process your Application Form, please add the details of your cheque/banker's draft below. Please ensure that your cheque/banker's draft is enclosed with this form.	Bank Account Number	Cheque Number

* Calls to 0371 664 0321 are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate.

Page 2

INSTRUCTIONS FOR AND NOTES ON COMPLETION OF THIS APPLICATION FORM

FURTHER INFORMATION

• 1. More information on the Open Offer and how to complete this Application Form can be found in Parts 1, 2 and 3 of the Prospectus.
• 1. The full terms and conditions of the Open Offer are set out in Part 3 of the Prospectus.

NOTES

• 1. This Application Form does not constitute an offer to sell or issue, or the solicitation of an offer to buy or to subscribe for, New Ordinary Shares in any jurisdiction where such an offer or solicitation is unlawful and any failure to comply with these restrictions may constitute a violation of applicable securities laws in such jurisdictions. The New Ordinary Shares have not been, and will not be, registered under the US Securities Act or under any applicable securities laws of any state or other jurisdiction of the United States or under the securities laws of any other Restricted Jurisdiction or any state, province or territory thereof or any other jurisdiction outside the United Kingdom and no regulatory clearances in respect of the New Ordinary Shares have been, or will be, applied for in any jurisdiction other than the United Kingdom. Accordingly, the New Ordinary Shares are not being, and may not be taken up, offered, sold, resold, transferred, delivered or distributed, directly or indirectly, through CREST or otherwise, in, into or within the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa and any other jurisdiction where the extension or availability of the Capital Raising (and any other transaction contemplated thereby) would constitute a violation of the relevant laws and/or regulations of that jurisdiction, or where local laws and/or regulations may result in a significant risk of civil, regulatory or criminal exposure, or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which the Company regards as unduly onerous or to or for the account of any person with a registered address in, or who is resident, ordinarily resident or located in, or a citizen of such jurisdictions or to any person in any country or territory where to do so would or might contravene local securities laws or regulations, except pursuant to an applicable exemption.
• 1. If you have sold or transferred all of your registered holding of Existing Ordinary Shares before 15 June 2017, please complete Box 8 on page 4 of this Application Form, read the instructions overleaf and forward this Application Form, together with the accompanying documentation, at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee (save that the Application Form should not be submitted or otherwise transferred in, into or within the United States, Australia, Canada, Japan, New Zealand, The Republic of South Africa or any other Restricted Jurisdiction). If you have sold or transferred only part of your holding prior to 15 June 2017 please see the instructions for transfer and splitting below.
• 1. The Open Offer is not a rights issue. Qualifying Shareholders should be aware that in the Open Offer, unlike a rights issue, any New Ordinary Shares not applied for will not be sold in the market on behalf of and for the benefit of Qualifying Shareholders who do not apply under the Open Offer and Qualifying Shareholders who do not apply to take up their entitlements will have no rights nor receive any benefit under the Open Offer. Any New Ordinary Shares not applied for may be placed under the Placing for the benefit of the Company, with the net proceeds retained for the benefit of the Company.

INFORMATION ON HOW TO COMPLETE THIS FORM

• 1. Completed Application Forms should be posted in the accompanying pre-paid envelope, to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by hand (during normal business hours only) to Capita Asset Services at the above address (who will also act as Receiving Agent in relation to the Open Offer) together with a cheque or banker's draft in respect of the number of New Ordinary Shares applied for so as to be received by Capita Asset Services by no later than 11.00 a.m. on 3 July 2017, after which time Application Forms will not be valid (subject to certain exceptions described below). Application Forms delivered by hand will not be checked and no receipt will be provided. Qualifying non-CREST Shareholders should note that applications, once made, will be irrevocable and receipt thereof will not be acknowledged. If an Application Form is being sent by first-class post in the United Kingdom, you are recommended to allow at least four Business Days for delivery. All documents or remittances sent by or to an applicant, or as he or she may direct, will be sent through the post at his or her risk.
• 1. Applications may be made for New Ordinary Shares in excess of your Open Offer Entitlement (as shown in Box 2). If you wish to apply for more than your Open Offer Entitlement, you should complete Boxes 4, 5, 6 and 7.
• 1. All payments must be in pounds sterling and made by cheque or bankers' draft, made payable to "Capita Registrars Limited re: NewRiver REIT plc Open Offer A/C" and crossed "A/C payee only". Payments via CHAPS, BACS or electronic transfer will not be accepted. Cheques or bankers' drafts must be drawn in pounds sterling on a bank or building society or branch of a bank or building society in the United Kingdom, the Channel Islands or the Isle of Man which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques or banker's drafts to be cleared through the facilities provided by either of those companies and must bear the appropriate sorting code in the top right-hand corner and must be for the full amount payable on application. Post-dated cheques will not be accepted. Third party cheques may not be accepted with the exception of building society cheques or banker's drafts where the building society or bank has inserted details of the name of the account holder and the building society cheque or banker's draft has been stamped with the building society or bank branch stamp on the back of the cheque or banker's draft. If cheques or banker's drafts are presented before all of the conditions of the Open Offer are fulfilled, application monies will be kept in a separate non-interest bearing bank account pending the Open Offer becoming unconditional. Any interest earned on monies in such account will be retained by the Company.
• 1. An individual must sign the Application Form. A corporation should execute this Application Form under seal or as a deed or sign under the hand of a duly authorised officer who should state his/her capacity and any person(s) authorised by a corporation incorporated outside the United Kingdom may sign in accordance with the laws of the territory in which the relevant company is incorporated. In each case, execution should be expressed to be by the company. In the case of joint holders, all must sign. If this Application Form is signed under a power of attorney, such power of attorney or a duly certified copy thereof must accompany this Application Form.
• 1. This Application Form may be assigned, transferred or split, but only to satisfy bona fide market claims up to 3.00 p.m. on 29 June 2017 and may be consolidated. Instructions for assigning, transfer, splitting and consolidation are set out below. 6. It is expected that definitive certificates in respect of the New Ordinary Shares in certificated form will be despatched to the registered address of the sole or first-named Qualifying Non-CREST Shareholder at the first address shown on page 1 or, where Box 8 has been completed, to the address of the person shown in Box 9 within five Business Days of Admission. Pending the issue of definitive certificates, transfers will be certified against the Company's register. No temporary documents of title in respect of New Ordinary Shares will be issued. New Ordinary Shares in uncertificated form are expected to be credited to the relevant CREST stock account on 6 July 2017.
• 1. All applications in respect of the Open Offer, all acceptances thereof and all contracts and non-contractual obligations resulting from such acceptances shall be governed by and construed in accordance with the laws of England and Wales.
• 1. The verification of identity requirements of the Money Laundering Regulations will apply, and verification of the identity of applicants may be required. Applications with a value of €15,000 (or the Sterling equivalent) or greater will be subject to the verification of identity requirements of the Money Laundering Regulations. Paragraph 3.9 of Section A of Part 3 of the Prospectus contains further information relating to compliance with the Money Laundering Regulations.
• 1. The attention of Overseas Shareholders is drawn to the section entitled "Overseas Shareholders" set out in paragraph 7 of Section A of Part 3 of the Prospectus and to the representations and warranties given in this Application Form. No person receiving this Application Form in any territory other than the United Kingdom may treat the same as constituting an invitation or offer to him or her, nor should he or she in any event use such Application Form unless, in the relevant territory, such an invitation or offer could lawfully be made to him or her and such Application Form could lawfully be used without contravention of any registration or other legal or regulatory requirements. Any person (including, without limitation, nominees and trustees) outside the United Kingdom, wishing to accept the New Ordinary Shares comprised in the Application Form, must satisfy himself or herself as to full observance of the laws of any relevant territory in connection therewith, including obtaining any requisite governmental or other consent, observing any other requisite formalities and paying any issue, transfer or other taxes due in such territory. No New Ordinary Shares will be offered in the United States, Australia, Canada, Japan, New Zealand, The Republic of South Africa or any other Restricted Jurisdiction, subject to certain limited exceptions in the Company's sole and absolute discretion. Submission of this Application Form will constitute a representation and warranty that all these requirements have been complied with. If you are in any doubt as to your position, you should consult your professional adviser.
• 1. The Company reserves the right to treat as invalid any acceptance or purported acceptance of New Ordinary Shares comprised in an Application Form and the Open Offer as having been declined in a particular case which either appears to the Company or its agents to have been executed or despatched in a manner which may involve a breach of the securities legislation of any jurisdiction. Submission of an Application Form constitutes a representation and warranty by you that you have complied with all such requirements.

INSTRUCTIONS FOR TRANSFER AND SPLITTING

• 1. This Application Form may be assigned, transferred or split, but only to satisfy bona fide market claims prior to 3.00 p.m. on 29 June 2017. If you sell or otherwise transfer, or have sold or otherwise transferred, all of the Existing Ordinary Shares shown in Box 1 on page 1 prior to 8.00 a.m. on 15 June 2017, you should consult your broker or other professional adviser as soon as possible. You should complete the declaration in Box 8 on page 4 and send this Application Form (together with the Prospectus) to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected on your behalf (save that this Application Form should not be submitted or forwarded in or into the United States, Australia, Canada, Japan, New Zealand, The Republic of South Africa or any other Restricted Jurisdiction, unless pursuant to an applicable exemption) for transmission to the purchaser or transferee. Box 9 on page 4 must be completed by the person(s) to whom the shares have been sold if he/she/they wish(es) to apply on this Application Form for New Ordinary Shares in certificated form.
• 1. If you sell or otherwise transfer or have sold or transferred prior to 15 June 2017 only some of the Existing Ordinary Shares shown in Box 1 on page 1, you should complete Box 8 on page 4 and return this Application Form at once, by post to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by hand (during normal business hours only) to Capita Asset Services at the above address, accompanied by a letter stating the number of split Application Forms required and the total number of New Ordinary Shares to be included in each split Application Form, the aggregate of which must equal the number shown in Box 2 on page 1. Box 8 on page 4 of each split Application Form will be marked "Declaration of sale or transfer duly made". The latest time and date for splitting is 3.00 p.m. on 29 June 2017.
• 1. If you are entitled to make an application for the number of New Ordinary Shares in Box 4, 5 or 6 on page 1 by virtue of a bona fide market claim and Box 8 on page 4 has been completed by the registered shareholder(s) shown on page 1 or is marked "Declaration of sale or transfer duly made", you should complete Box 9 on page 4 and submit this Application Form in accordance with the instructions above. If, however, you would prefer to take up the Open Offer through CREST, the Open Offer Entitlements shown in Box 2 of this Application Form must first be deposited into CREST in accordance with the procedures referred to in the paragraph headed "Instructions for Depositing Entitlements under the Open Offer into CREST" below. Box 9 on page 4 should not be completed.

INSTRUCTIONS FOR CONSOLIDATION

These instructions should be followed when it is desired to register in the name of one holder (or joint holders) all the entitlements under the Open Offer represented by several Application Forms which have been received in settlement of bona fide market claims and it is wished to receive New Ordinary Shares in certificated form. If, however, you would prefer to receive New Ordinary Shares in uncertificated form, the entitlements represented by the several forms must first be deposited into CREST in accordance with the procedures referred to in the paragraph headed "Instructions for Depositing Entitlements under the Open Offer into CREST" below.

• 1. Box 9 on page 4 of the Application Form should be completed with the lowest Account Number (as shown on page 1) that you hold (the "Principal Form").
• 1. The Application Forms should then be sorted into ascending numerical order (i.e. lowest first) by reference to the Account Number shown on page 1.
• 1. Box 8 must have been completed on each Application Form or marked "Declaration of sale or transfer duly made".
• 1. You should attach a letter detailing the Account Number shown on the front of each Application Form, the number of Open Offer Entitlements represented by each Application Form, the total number of Application Forms to be consolidated and the total number of Open Offer Entitlements represented by the Application Forms to be consolidated (your "Aggregate Open Offer Entitlement").
• 1. All of the Application Forms should be lodged with Capita Asset Services in one batch (with the Principal Form on top and the others in ascending numerical order) together with the attached letter referred to in note (4) above containing the relevant details as described in this note (5):
• (a) If you only wish to apply for your Aggregate Open Offer Entitlement in full, please state this on the attached letter then sign, date and return the letter together with a pounds sterling cheque or banker's draft for the sum equal to your Aggregate Open Offer Entitlement times 335 pence per New Ordinary Share.
• (b) If you wish to apply under the Excess Application Facility for New Ordinary Shares in respect of more than your Aggregate Open Offer Entitlement, please state this in your attached letter and state the number of New Ordinary Shares you wish to apply for over and above your Aggregate Open Offer Entitlement and then sign, date and return the letter together with a pounds sterling cheque or banker's draft for the sum equal to your Aggregate Open Offer Entitlement times 335 pence per New Ordinary Share plus the number of Excess Shares you have applied for times 335 pence per Excess Share. If, under the Excess Application Facility, you apply for more than your Aggregate Open Offer Entitlement and your application is not satisfied in whole or in part, you confirm that the Company or its agents are authorised to return that part of the excess application money which under the Excess Application Facility relates to the additional New Ordinary Shares which are not allotted to you, without payment of interest to you, by post at your risk.
• (c) If you wish to apply for less than your Aggregate Open Offer Entitlement, please state this in the attached letter and state the number of New Ordinary Shares for which you want to apply then sign, date and return the letter together with a pounds sterling cheque or banker's draft for the sum equal to the number of New Ordinary Shares for which you want to apply times 335 pence per New Ordinary Share.

INSTRUCTIONS FOR DEPOSITING ENTITLEMENTS UNDER THE OPEN OFFER INTO CREST

• 1. The entitlements under the Open Offer shown by the Open Offer Entitlements set out in Box 2 of this Application Form may be converted into uncertificated form, that is, deposited into CREST (whether you are the registered holder of the Ordinary Shares set out in Box 1 or are entitled to the Open Offer Entitlements in Box 2 by virtue of a bona fide market claim). Subject as provided in paragraph 2 below, normal CREST procedures (except for the last time for stock deposits) apply in relation
• to any such conversion. You are recommended to refer to the CREST Manual for details of such procedures. If you are a CREST sponsored member, you should contact your CREST sponsor. The Application Letter on page 3 should not be signed. 2. If you are the registered holder(s) of the Existing Ordinary Shares set out in Box 1, the CREST Deposit Form contained in Box 11 should be completed and then this Application Form should be deposited by you or your CREST sponsor (as appropriate) with the CREST Courier and Sorting Service ("CCSS"). In addition, the normal CREST Stock Deposit procedures will need to be carried out, except that (a) it will not be necessary to complete and lodge a separate CREST transfer form (prescribed under the Stock Transfer Act 1963) with the CCSS and (b) only the total number of the Open Offer Entitlements shown in Box 2 of this Application Form may be deposited into CREST. You may deposit some only of the Open Offer Entitlements shown in Box 2 of this Application Form into CREST where you have sold part of your holding of Existing Ordinary Shares prior to 8.00 a.m. on 15 June 2017 only once you have applied for a split Application Form in accordance with the instructions in the paragraph headed "Instructions for Transfer and Splitting" above.
• 1. If you are entitled to the Open Offer Entitlements shown in Box 2 by virtue of a bona fide market claim, the declaration in Box 8 must have been completed or (in the case of a split Application Form) marked "Declaration of sale or transfer duly made", and then the CREST Deposit Form in Box 11 completed and the form deposited with the CCSS in accordance with the instructions above. If entitlements under the Open Offer represented by more than one Application Form received in settlement of bona fide market claims are to be deposited, the CREST Deposit Form in Box 11 on each Application Form must be completed and the forms deposited. Box 8 on each Application Form must have been completed by the registered holder(s) whose name(s) appear first on page 1 but the consolidation listing form should not be used.
• 1. A holder of the Open Offer Entitlements shown in Box 2 of this Application Form who is proposing to convert such entitlements into uncertificated form (whether they are to be converted into uncertificated form in the name(s) of the registered holder of the Existing Ordinary Shares set out in Box 1 or in the name of the beneficial owner of any of those Existing Ordinary Shares by virtue of a bona fide market claim) should ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Open Offer Entitlements in CREST following the conversion to take all necessary steps in connection with applying under the Open Offer prior to 11.00 a.m. on 3 July 2017. In particular, having regard to processing times in CREST, the latest time for depositing an Application Form with the CCSS if you are entitled by virtue of a bona fide market claim (in order to enable you to take all necessary steps in connection with applying under the Open Offer prior to 11.00 a.m. on 3 July 2017) is 3.00 p.m. on 28 June 2017. After depositing their Open Offer Entitlement into their CREST accounts, CREST holders will shortly thereafter receive a credit for their Excess Open Offer Entitlement, which will be managed by the Registrar.
• 1. When Box 8 and the CREST Deposit Form have been duly signed, the title to the Open Offer Entitlements shown in Box 2 of this Application Form will cease forthwith to be transferable by delivery and you will be unable to satisfy a claim to apply under the Open Offer by delivery of this Application Form. Furthermore, entries in Box 9 will not be recognised or acted upon by the Receiving Agent. All transfers of the Open Offer Entitlements to satisfy bona fide market claims must be effected through the means of the CREST system once such rights have been deposited into CREST.

NOTE: Deposit of this Application Form with (a) the CREST Deposit Form in Box 11 duly completed purporting to be signed by the person(s) whose name(s) appear(s) on page 1 or (b) Box 8 duly signed by the person(s) whose name(s) appear(s) on page 1 or marked "Declaration of sale or transfer duly made" and the CREST Deposit Form in Box 11 duly completed shall be conclusive evidence in favour of the Company and the Receiving Agent of: (i) the right of the person(s) named in the CREST Deposit Form to be registered as the holder(s) of the Open Offer Entitlements shown in Box 2; and (ii) the authority of the person(s) completing Box 8 (if appropriate) or the CREST Deposit Form in Box 11. All documents will be despatched by post at the risk of the person(s) entitled to them.

Page 3

APPLICATION LETTER

To: The Directors of NewRiver REIT plc

• 1. I/We being the registered holder(s) at 6.00 p.m. on 14 June 2017 (the "Record Time") of the number of Existing Ordinary Shares set out in Box 1 (or entitled to apply under the Open Offer in relation to the Open Offer Entitlements set out in Box 2 by virtue of a bona fide market claim), hereby apply irrevocably to subscribe for the number of New Ordinary Shares inserted in Box 2 or, if fewer, the number inserted in Box 4 or, if more, the number of New Ordinary Shares set out in Box 6 and agree to accept the same on the terms and subject to the conditions set out in the Prospectus and this Application Form and subject to the Articles of Association of the Company. If no number is inserted in Box 4 or Box 6 (or if a number is inserted in Box 4 or Box 6 which is inconsistent with the amount of the remittance accompanying this Application Form and shown in Box 7), I/we agree that I/we shall be deemed to have applied for the lesser of (a) the maximum number of New Ordinary Shares I/we can apply for and (b) such number of New Ordinary Shares at 335 pence per New Ordinary Share as is covered by the remittance which accompanies this Application Form.
• 1. I/We enclose a cheque or bankers' draft payable to "Capita Registrars Limited re: NewRiver REIT plc Open Offer A/C" and crossed "A/C payee only" for the sum inserted in Box 3 or, if Box 6 is completed, Box 7, being the amount payable in full on application for such New Ordinary Shares rounded up to the nearest whole penny or, if Box 7 is left blank or is inconsistent with the remittance, for the sum payable in full on application for such number of New Ordinary Shares as are applied for, or deemed to be applied for, in accordance with the provisions of this Application Form.
• 1. In consideration of your agreeing to deal with this application to subscribe for the aggregate number of New Ordinary Shares stated in Box 4 or Box 6 or as otherwise calculated as set out in this Application Form and subject to the terms and conditions of the Open Offer set out in this Application Form and in Section A of Part 3 of the Prospectus, I/we undertake that this application shall be irrevocable (save for any statutory rights of withdrawal under FSMA) and agree that the completion and return of this Application Form with its accompanying remittance shall constitute a conditional contract between me/us and the Company which shall become binding upon receipt by Capita Asset Services of this Application Form and the accompanying remittance and the Open Offer becoming, or being declared, unconditional in all respects. I/We acknowledge that you reserve the right to treat any application not strictly complying with the terms and conditions of this Application Form and the terms and conditions of the Open Offer set out in Section A of Part 3 of the Prospectus as nevertheless valid. I/We acknowledge that the Company reserves the right, but shall not be obliged, in consultation with Liberum and Peel Hunt, to reject any acceptance or purported acceptance of the Open Offer in the circumstances described in Part 3 of the Prospectus.
• 1. I/We request and authorise the Company or its agents to send to me/us a definitive certificate in respect of the New Ordinary Shares for which this application is accepted by post at my/our risk to the first address shown on page 1 or to the agent whose name appears in Box 10 and to procure my/our name(s) to be placed on the register of members of the Company as holder(s) of the said New Ordinary Shares. Pending despatch of definitive certificates, transfers of the New Ordinary Shares will be certified against the register of members of the Company.
• 1. I/We acknowledge that due completion of this Application Form accompanied by a pounds sterling cheque or banker's draft constitutes a representation and warranty that the cheque or banker's draft will be honoured on first presentation and that this shall constitute a fundamental term of the application and the Open Offer and, without prejudice to the Company's right to require payment, that this application may be deemed invalid if such cheque or banker's draft is not so honoured. I/We acknowledge that you reserve the right to instruct Capita Asset Services to seek special clearance of cheques to allow the Company to obtain value for remittance at the earliest opportunity.
• 1. I/We authorise the Company and/or its agents to present the enclosed pounds sterling cheque or banker's draft on receipt and to withhold definitive share certificates pending clearance thereof. In the event that any of the conditions of the Open Offer set out in Section A of Part 3 of the Prospectus are not satisfied or waived by 8.00 a.m. on 6 July 2017 (or such later time and/or date as Liberum and Peel Hunt and the Company may agree, being no later than 31 July 2017), I/we authorise the Company or its agents to return all application monies without payment of interest to me/us by post at my/our risk either to the first address shown on page 1 or to the agent whose name appears in Box 10 as soon as practicable after that.
• 1. I/We acknowledge that in order to ensure compliance with the Money Laundering Regulations, Capita Asset Services may, in its absolute discretion, require verification of identity from any person lodging this Application Form. I/We agree that pending such verification, this Application Form may be dealt with in accordance with, and I/we will comply with, the provisions set out in paragraph 3.9 of Section A of Part 3 of the Prospectus. I/We agree that on request by Capita Asset Services, I/we will disclose promptly in writing to it satisfactory evidence of my/our identity and do all other acts and things as may reasonably be required so as to comply with such regulations. I/We agree that, if the verification of identity requirements apply, failure to provide the necessary evidence of identity within a reasonable time may result in delays and potential rejection of an application. If, within a reasonable period of time following a request for verification of identity, Capita Asset Services has not received evidence satisfactory to it as aforesaid, I/we agree that the Company may, in its absolute discretion, after consultation with Liberum and Peel Hunt, treat the relevant application as invalid, in which event I/we agree that the application monies will be returned (at the applicant's risk) without interest to the account of the bank or building society on which the relevant cheque or banker's draft was drawn.
• 1. I/We acknowledge that the Company, in agreement with Liberum and Peel Hunt, may amend dates and times in relation to this Application Form and the Open Offer.
• 1. I/We represent and warrant to the Company, Liberum, Peel Hunt and Berenberg that I/we am/are not nor am/are I/we applying on behalf of any person who is located, a citizen or resident, or which is a corporation, partnership or other entity created or organised in or under any laws of, the United States, Australia, Canada, Japan, New Zealand, The Republic of South Africa or any other Restricted Jurisdiction or any other jurisdiction in which the application for New Ordinary Shares is prevented by law, and I/we am/are not applying with a view to reoffering, reselling, transferring or delivering any of the New Ordinary Shares which are the subject of this application to, or for the benefit of, a person who is a citizen or resident or which is a corporation, partnership or other entity created or organised in or under any laws of the United States, Australia, Canada, Japan, New Zealand, The Republic of South Africa or any other Restricted Jurisdiction or any other jurisdiction in which the application for New Ordinary Shares is prevented by law, nor acting on behalf of any such person on a non-discretionary basis nor (a) person(s) otherwise prevented by legal or regulatory restrictions from applying for New Ordinary Shares under the Open Offer.
• 1. I/we represent and warrant that: (i) I/we am/are not in the United States, nor am/are I/we applying for the account of any person who is located in the United States; and (ii) I/we am/are not applying for the New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any New Ordinary Shares into the United States.
• 1. I/We represent and warrant that I/we am/are not in breach of the provisions of note 1 under "Instructions for Transfer and Splitting" on page 2.
• 1. I/We represent and warrant to the Company, Liberum, Peel Hunt and Berenberg that I am/we are not and nor am I/are we applying as a nominee or agent for a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 93 (depository receipts) or section 96 (clearance services) of the Finance Act 1986.
• 1. I/We confirm to the Company, Liberum, Peel Hunt and Berenberg that, in making this application, I/we am/are not relying on any information or representation in relation to the Company other than that contained in (or incorporated by reference in) the Prospectus and I/we accordingly agree that no person responsible solely or jointly for the Prospectus (including any documents incorporated by reference into the Prospectus or any part thereof) or involved in the preparation thereof, shall have any liability for any information or representation not contained in the Prospectus (including any documents incorporated by reference into the Prospectus). I/We agree that I/we am/are not relying on, and have not relied on, Liberum, Peel Hunt or Berenberg or their affiliates, in connection with any investigation of the accuracy of any information contained in the Prospectus (including any documents incorporated by reference into the Prospectus) or my/our investment decisions. I/We agree that having had the opportunity to read the Prospectus (including any documents incorporated by reference into the Prospectus), I/we shall be deemed to have had notice of all the information in relation to the Company contained in the Prospectus (including any documents incorporated by reference into the Prospectus). I/We confirm to the Company, Liberum, Peel Hunt and Berenberg that no person has been authorised to give any information or to make any representation concerning the Company or the New Ordinary Shares (other than as contained in the Prospectus) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company, Liberum, Peel Hunt or Berenberg.
• 1. I/We represent and warrant to the Company, Liberum, Peel Hunt and Berenberg that I/we have the right, power and authority, and have taken all action necessary, to make this application under the Open Offer and to execute, deliver and exercise my/our rights and perform my/our obligations under any contracts resulting therefrom. I/We represent and warrant that I am/we are not otherwise prevented by legal or regulatory restrictions from applying for the Open Offer or acting on behalf of any such person on a non-discretionary basis. I/We agree that all applications under the Open Offer and any contracts or non-contractual obligations resulting therefrom shall be governed by and construed in accordance with the laws of England and Wales.
• 1. I/We represent and warrant to the Company, Liberum, Peel Hunt and Berenberg that I am/we are the Qualifying Shareholder originally entitled to the Open Offer Entitlement or that I/We have received such Open Offer Entitlement by virtue of a bona fide market claim. I/We request that the Open Offer Shares to which I/we become entitled be issued on the terms set out in this form of acceptance, subject to the Articles of the Company.
• Note: if you cannot make these representations and warranties you may not make this application

Box 8

ONLY SIGN HERE IF YOU HAVE SOLD OR TRANSFERRED ALL OR PART OF YOUR EXISTING ORDINARY SHARES

I/We hereby declare that I/we have sold or transferred all or part of the holding of Existing Ordinary Shares set out in Box 1 prior to 8.00 a.m. on 15 June 2017

Signature 1 Signature 3

Signature 2 Signature 4

ALL JOINT HOLDERS MUST SIGN. A BODY CORPORATE SHOULD EXECUTE THIS UNDER ITS COMMON SEAL OR OTHERWISE IN ACCORDANCE WITH APPLICABLE STATUTORY REQUIREMENTS

Box 9

NOT FOR USE BY THE PERSON(S) NAMED ON PAGE 1

IN THE EVENT OF THE SALE OF ANY OF THE EXISTING ORDINARY SHARES SET OUT IN BOX 1 PRIOR TO 8.00 A.M. ON 15 JUNE 2017, THIS BOX 9 SHOULD BE COMPLETED BY THE APPLICANT FOR THE NEW ORDINARY SHARES (I.E. THE PERSON TO WHOM SUCH SHARES HAVE BEEN TRANSFERRED) AND CONSTITUTES AN APPLICATION ON THE TERMS SET OUT HEREIN AND IN THE PROSPECTUS.

Full postal address of first named applicant or full registration of corporate body

Title Name(s) in full Signature

Box 10	If you wish to use a lodging agent, please mark a cross in the box
Lodging Agent's Name
House Number
Post Code	-

Box 11
CREST DEPOSIT FORM
This form should only be completed by either (i) the person(s) named on page 1 (where such person(s) is/are a CREST member) if he or she wishes to convert the Open Offer Entitlement shown in Box 2 into uncertificated form (that is, to deposit them in CREST) or (ii) the person (or persons jointly) entitled to the Open Offer Entitlement by virtue of a bona fide market claim and who (being a CREST member) wish(es) to hold the Open Offer Entitlements shown in Box 2 in uncertificated form and, in such case, Box 8 must have been duly completed or marked "Declaration of sale or transfer duly made". Do not complete Box 9 if you are completing the CREST Deposit Form.
Counter Location Stamp (a) SDRN (b) Bar Code or Reference
Full name(s) of the person(s) who wish(es) to convert the Open Offer Entitlement into uncertificated form. Such person(s) must be a CREST member (c)
Participant ID (d) Member Account ID (d) Stamp of depositing CREST participant(s) (e)
To the Directors of the Company I/We (being the person(s) lodging this form) request you to enter on the relevant register of securities that the Open Offer Entitlement shown in Box 2 is held in uncertificated form by the CREST member specified above as a result of conversion of such Open Offer Entitlements into uncertificated form.
Notes for the completion of this form
(a) The Counter Location Stamp identifies the CCSS Counter where this letter has been processed and applied by the Courier.
(b) The Stock Deposit Reference Number (SDRN) should be written or bar-coded in this space.
(c) No address is required as the CREST member will be identifiable by its participant ID.
(d) Insert the participant ID of the CREST member to whom this letter has been transferred and the member account ID under which the Open Offer Entitlements will be held in CREST.
(e) This should contain the Broker ID of the depositing CREST participant.
By delivering this letter to Euroclear, the depositing CREST participant authorises Euroclear to deliver this letter to the Company and agrees to be deemed for all purposes to be the person(s) actually delivering this letter. Euroclear is delivering this letter at the direction and on behalf of the depositing CREST participant whose stamp appears herein and does not in any manner or to any extent warrant or represent the validity, genuineness or correctness of the instructions contained herein or the genuineness of the signature(s) of the transferor(s).