Blue Ant Media — M&A Activity 2022

Nov 11, 2022

Execution Version

VOTING AND SUPPORT AGREEMENT

THIS AGREEMENT is made as of _______, 2022. November 6

BETWEEN :

The person executing this Agreement as “REIT Securityholder” on the signature page hereof (the “ REIT Securityholder ”)

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ZENITH INDUSTRIAL LP

a limited partnership existing under the laws of the Province of Ontario

(the “ Purchaser ”),

WHEREAS the Purchaser, Summit Industrial Income REIT, a trust created under and in accordance with the laws of the Province of Ontario (the “ REIT ”), and Summit Industrial Income Management Corp. (“ ArrangementCo ”) a corporation existing under the laws of Canada (collectively the “ Parties ”), propose to enter into an arrangement agreement (the “ Arrangement Agreement ”), concurrently with the entering into of this Agreement and propose to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the “ Arrangement ”);

AND WHEREAS the Arrangement Agreement provides for the consideration to be received by the REIT Unitholders pursuant to the Plan of Arrangement consisting of $23.50 in cash for each Unit, subject to adjustment in the manner and in the circumstances contemplated in the Arrangement Agreement;

AND WHEREAS the REIT Securityholder owns, beneficially or of record, directly or indirectly, or exercises control or direction over, the Subject Securities (defined below);

AND WHEREAS this Agreement sets out the terms and conditions, among other things, under which the REIT Securityholder has agreed to vote or cause to be voted all of its Subject Securities eligible to vote in respect of the Arrangement and other matters related thereto;

AND WHEREAS the REIT Securityholder acknowledges that the Purchaser and the REIT would not have entered into the Arrangement Agreement but for the execution and delivery of this Agreement by the REIT Securityholder;

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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ARTICLE 1 INTERPRETATION

Section 1.01 Definition

All terms used in this Agreement that are not defined herein shall have the respective meanings ascribed to them in the Arrangement Agreement.

For the purposes of this Agreement:

“ Subject Securities ” means all securities which the REIT Securityholder owns, beneficially or of record, directly or indirectly or over which the REIT Securityholder exercises control or direction, the particulars of which are set forth on Schedule A to this Agreement (together with any securities of the REIT acquired by or issued to the REIT Securityholder after the date hereof, directly or indirectly). ARTICLE 2 COVENANTS

Section 2.01 General Covenants of the REIT Securityholder

The REIT Securityholder, solely in its capacity as a securityholder of the REIT, and not in its capacity as a trustee or officer of the REIT, hereby covenants and agrees in favour of the Purchaser that, from the date hereof until the termination of this Agreement, except as permitted by this Agreement:

• (a) at any meeting of securityholders of the REIT called to vote upon the Arrangement, the Arrangement Agreement or the transactions contemplated by the Arrangement Agreement or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement, the Arrangement Agreement or the transactions contemplated by the Arrangement Agreement is sought, the REIT Securityholder shall cause all Subject Securities eligible to vote at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) all such Subject Securities:

• (i) in favour of the approval of the Arrangement and any other matter necessary (A) for the consummation of the Arrangement or the transactions contemplated by the Arrangement Agreement, and (B) any other matter necessary for the consummation of the Arrangement or the transactions contemplated by the Arrangement Agreement; and

• (ii) against (i) any Acquisition Proposal, and (ii) any action, proposal, transaction or agreement that would reasonably be expected to in any material respect impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Arrangement (the “ Prohibited

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Matters ”). For greater certainty, a Superior Proposal for which there has been a Change in Recommendation is not a Prohibited Matter;

• (b) the REIT Securityholder shall forthwith revoke any and all previous proxies granted or voting instruction forms or other voting documents delivered that may conflict or be inconsistent with the matters set forth in this Agreement;

• (c) the REIT Securityholder agrees not to directly or indirectly at any time prior to the date of the Final Order (i) sell, transfer, assign, grant a participation interest in, option, pledge, hypothecate, grant a security interest in or otherwise convey or encumber (each, a “ Transfer ”), or enter into any agreement, option or other arrangement with respect to the Transfer of, any of its Subject Securities to any person, or (ii) grant any proxies or power of attorney, deposit any of its Subject Securities into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Securities, other than pursuant to this Agreement;

• (d) the REIT Securityholder shall not exercise any rights of appraisal or rights of dissent, as applicable, from the Arrangement or the transactions contemplated by the Arrangement Agreement;

• (e) the REIT Securityholder shall not knowingly or intentionally solicit, initiate or encourage inquiries, submissions, proposals or offers from any other person relating to: (i) any Acquisition Proposal, or (ii) except as provided by the terms of this Agreement, the direct or indirect acquisition or disposition of all or any of the Subject Securities;

• (f) the REIT Securityholder hereby agrees to deposit a proxy or voting instruction form, as the case may be, duly completed and executed in respect of all of the Subject Securities eligible to vote on any matter as soon as practicable following the mailing of the Circular and in any event at least 10 days prior to the Meeting. Such proxy or voting instruction form shall appoint as proxyholder(s), the individual(s) designated by the REIT in the Circular, and vote all such Subject Securities as required by Section 2.01(a). The REIT Securityholder hereby agrees that neither it nor any person on its behalf will take any action to withdraw, amend or invalidate any proxy or voting instruction form deposited by the REIT Securityholder pursuant to this Agreement, unless this Agreement has at such time been previously terminated; and

• (g) if the REIT Securityholder acquires any additional securities of the REIT, the REIT Securityholder covenants to notify the Purchaser of each such acquisition and agrees and acknowledges that such additional securities shall be deemed to be Subject Securities for purposes of this Agreement.

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Section 2.02 No Limitation on Fiduciary Duty

Notwithstanding any provision of this Agreement to the contrary, the Purchaser hereby agrees and acknowledges that the REIT Securityholder is executing this Agreement and is bound hereunder solely in the REIT Securityholder’s capacity as a securityholder of the REIT. Nothing contained in this Agreement shall limit or affect any actions the REIT Securityholder may take in its capacity as a trustee or officer of the REIT or limit or restrict in any way the exercise of the REIT Securityholder’s fiduciary duties as trustee or officer of the REIT including, without limitation, responding in the REIT Securityholder’s capacity as a trustee or officer of the REIT to an Acquisition Proposal in accordance, and subject to compliance, with the terms and conditions of the Arrangement Agreement.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

Section 3.01 Representations and Warranties of the REIT Securityholder

The REIT Securityholder hereby represents and warrants to and covenants with the Purchaser as follows, and acknowledges that the Purchaser is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:

• (a) Capacity. The REIT Securityholder has the legal capacity to execute and deliver this Agreement and to perform its obligations hereunder.

• (b) Enforceable . This Agreement has been duly executed and delivered by the REIT Securityholder and constitutes a legal, valid and binding obligation, enforceable against the REIT Securityholder in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity.

• (c) Ownership of Subject Securities . Schedule A accurately sets forth all of the Subject Securities which the REIT Securityholder owns, beneficially or of record, directly or indirectly or over which the REIT Securityholder exercises control or direction. The REIT Securityholder is, and will be at all times up to the date of the Final Order, the registered and/or beneficial owner of, or exercises, and will exercise at all times up to the date of the Final Order, control or direction over, the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens.

• (d) No Breach . Neither the execution and delivery of this Agreement by the REIT Securityholder, the consummation by the REIT Securityholder of the transactions contemplated hereby nor the compliance by the REIT Securityholder with any of the provisions hereof will:

• (i) result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under any of the terms,

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conditions or provisions of any note, loan agreement, bond, mortgage, indenture, contract, license, agreement, lease, permit or other instrument or obligation to which the REIT Securityholder is a party or by which the REIT Securityholder or any of its properties or assets (including the Subject Securities) may be bound;

• (ii) require on the part of the REIT Securityholder any filing with (other than pursuant to the requirements of Securities Laws (which filings the REIT Securityholder will undertake)) or permit, consent, approval, order or authorization of any Governmental Entity or other person; or

• (iii) subject to compliance with any approval or Laws contemplated by the Arrangement Agreement, violate or conflict with any Law applicable to the REIT Securityholder,

in each case of (i), (ii) and (iii), other than as would not be reasonably expected to have a material and adverse effect on the REIT Securityholder’s ability to perform its obligations hereunder.

• (e) No Proceedings . There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any Governmental Entity, or, to the knowledge of the REIT Securityholder, threatened against the REIT Securityholder or any of its properties that, individually or in the aggregate, would reasonably be expected to have a material and adverse effect on the REIT Securityholder’s ability to perform its obligations hereunder. There is no order of any Governmental Entity against the REIT Securityholder that would reasonably be expected to have a material and adverse effect on the REIT Securityholder’s ability to perform its obligations hereunder.

• (f) Voting . The REIT Securityholder has the sole and exclusive right to enter into this Agreement and to vote the Subject Securities eligible to vote as contemplated by this Agreement. None of the Subject Securities is subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind. Except pursuant to this Agreement, no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, requiring the REIT Securityholder to Transfer any Subject Securities or any interest therein.

Section 3.02 Representations and Warranties of the Purchaser

The Purchaser hereby represents and warrants and covenants to the REIT Securityholder, acknowledging that the REIT Securityholder is relying upon such representations, warranties and covenants in entering into this Agreement:

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• (a) Incorporation; Capacity; Authorization . The Purchaser is a limited partnership duly formed and validly existing under the laws of the Province of Ontario and has the requisite power and capacity and authority to execute and deliver this Agreement and to perform its obligations hereunder.

• (b) Enforceable . This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation, enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity.

• (c) No Breach . Neither the execution and delivery of this Agreement by the Purchaser, nor the compliance by it with any of the provisions hereof will:

• (i) result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under any provision of the constating documents of the Purchaser, or under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, contract, license, agreement, lease, permit or other instrument or obligation to which the Purchaser is a party or by which Purchaser or any of its properties or assets may be bound;

• (ii) require on the part of the Purchaser any filing with (other than pursuant to the requirements of Securities Laws (which filings the Purchaser will undertake)) or permit, consent, approval, order or authorization of any Governmental Entity or other person; or

• (iii) subject to compliance with any approval or Laws contemplated by the Arrangement Agreement, violate or conflict with any Law applicable to the Purchaser,

in each case of (i), (ii) and (iii), other than as would not be reasonably expected to have a material and adverse effect on the Purchaser’s ability to perform its obligations hereunder.

• (d) No Proceedings . There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any Governmental Entity, or, to the knowledge of the Purchaser, threatened against the Purchaser that, individually or in the aggregate, would reasonably be expected to have a material and adverse effect on the Purchaser’s ability to perform its obligations hereunder. There is no order of any Governmental Entity against the Purchaser that would reasonably be expected to have a material and adverse effect on the Purchaser’s ability to perform its obligations hereunder.

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ARTICLE 4 TERMINATION

Section 4.01 Automatic Termination

This Agreement will automatically terminate and be of no further force or effect upon the earliest to occur of:

• (a) completion of the Arrangement; or

• (b) termination of the Arrangement Agreement in accordance with its terms.

Section 4.02 Termination by the Parties

This Agreement may be terminated at any time:

• (a) by mutual consent of the Purchaser and the REIT Securityholder;

• (b) by the REIT Securityholder: (i) if any of the representations and warranties of the Purchaser in this Agreement shall not be true and correct in all material respects; or (ii) if the Purchaser shall not have complied with its covenants to the REIT Securityholder contained in this Agreement in all material respects;

• (c) by the Purchaser if: (i) any of the representations and warranties of the REIT Securityholder in this Agreement shall not be true and correct in all material respects; or (ii) the REIT Securityholder shall not have complied with its covenants to the Purchaser contained in this Agreement in all material respects; or

• (d) by the REIT Securityholder if the Parties amend the Arrangement Agreement in a manner that results in a reduction or a variation in the form of, or any other modification delaying the payment of, the Consideration payable per Subject Security.

Section 4.03 Effect of Termination

If this Agreement is terminated in accordance with this Article 4, (i) the provisions of this Agreement will become void and the REIT Securityholder shall be entitled to withdraw any form of proxy or power of attorney which it may have given with respect of the Subject Securities and (ii) no party shall have liability to any other party, except in respect of any breach of this Agreement which occurred prior to such termination or in respect of any wilful breach by it of this Agreement.

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ARTICLE 5 GENERAL

Section 5.01 Further Assurances

Each of the REIT Securityholder and the Purchaser will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party’s cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

Section 5.02 Disclosure

Each of the REIT Securityholder and the Purchaser hereby consents to the disclosure of the substance of this Agreement, and any discussions leading up to the execution hereof, in any press release, documents filed with the Court in connection with the Arrangement or transactions contemplated by the Arrangement Agreement or any filing pursuant to applicable Securities Laws, including the Circular. Each party shall give the other party and such other party’s legal counsel a reasonable opportunity to review and comment on drafts of any such disclosure, and shall give reasonable consideration to any comments made by them.

Except as set forth above or as required by applicable Law or by any Governmental Entity, neither party shall make any public announcement or statement with respect to this Agreement without the approval of the other party, which shall not be unreasonably withheld or delayed.

Section 5.03 Time

Time shall be of the essence in this Agreement .

Section 5.04 Governing Law

This Agreement shall be governed by and construed in accordance with the Laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to any conflict of laws rules or principles. The REIT Securityholder and the Purchaser irrevocably attorn and submit to the jurisdiction of the courts of the Province of Ontario in respect of all matters arising under and in relation to this Agreement and waive, to the fullest extent possible, the defense of an inconvenient forum or any similar defense to the maintenance of proceedings in such courts.

Section 5.05 Entire Agreement

This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes any prior agreement, representation or understanding with respect thereto.

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Section 5.06 Amendments

This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by each of the parties hereto.

Section 5.07 Severability

If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.

Section 5.08 Assignment

The provisions of this Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns, provided that neither party may assign, delegate or otherwise transfer any of its rights, interests or obligations under this Agreement without the prior written consent of the other party hereto.

Section 5.09 Notices

Any notice, request, consent, agreement or approval which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered, or sent by overnight courier or e-mail, in the case of:

• (a) the Purchaser, addressed as follows:

c/o Logistics Bottom Co Holdings Inc. c/o Zenith Industrial GP Inc. in its 280 Park Avenue, 9th Floor capacity as general partner of Zenith New York, New York 10017 Industrial LP 30 Adelaide Street East, 301 Toronto, Ontario M5C 3H1 Attention: Waleed Abed Attention: Alexander Sannikov Email: [Redacted: email address] Email: [Redacted: email address]

with a copy (for informational purposes only) to:

Osler, Hoskin & Harcourt LLP 1 First Canadian Place, Suite 6200 Toronto, Ontario M5X 1B8

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Attention: Douglas Marshall and Alex Gorka Email: dmarshall@osler.com and agorka@osler.com

with a copy (for informational purposes only) to:

Stikeman Elliott LLP 5300 Commerce Court West 199 Bay Street Toronto, Ontario M5L 1B9

Attention: John R. Laffin and Jared Bachynski Email: jrlaffin@stikeman.com and jbachynski@stikeman.com

• (b) the REIT Securityholder, addressed as follows:

Jo-Ann Lempert [Redacted: address]

Attention: Jo-Ann Lempert Email: [Redacted: email address]

or to such other address as the relevant party may from time to time advise by notice in writing given pursuant to this Section. The date of receipt of any such notice, request, consent, agreement or approval shall be deemed to be the date of delivery thereof if delivered before 5:00 p.m. (Toronto time) on a Business Day at the place and time of receipt and, otherwise, on the next following Business Day.

Section 5.10 Equitable Relief

It is recognized and acknowledged that a breach by any party of any material obligations contained in this Agreement will cause the other party to sustain injury for which it would not have an adequate remedy at law for money damages. Accordingly, in the event of any such breach, any aggrieved party shall be entitled to the remedy of specific performance of such obligations and interlocutory, preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity.

Section 5.11 Expenses

Each of the parties shall pay its out of pocket and other expenses incurred in connection with the preparation, execution and delivery of this Agreement and transactions contemplated hereby.

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Section 5.12 Independent Legal Advice

Each of the parties hereby acknowledges that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that they have either done so or waived their right to do so in connection with the entering into of this Agreement.

Section 5.13 No Third Party Beneficiaries

The parties intend that this Agreement will not benefit or create any right or cause of action in favour of any person, other than the parties and no person, other than the parties, is entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

Section 5.14 Counterparts

This Agreement may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the parties.

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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

ZENITH INDUSTRIAL LP by its general partner ZENITH INDUSTRIAL GP INC.

By: “Alexander Sannikov” Name: Alexander Sannikov Title: Chief Operating Officer

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Signature Page to Voting and Support Agreement

REIT Securityholder:

By: “Jo-Ann Lempert” Name: Jo-Ann Lempert Title: Trustee

Signature Page to Voting and Support Agreement

SCHEDULE A SUBJECT SECURITIES

Security	Name of Beneficial Owner	Total Number of Units Beneficially Owned or Controlled	Registered holder (if different from beneficial owner)
Units	Jo-Ann Lempert	2,300
Deferred Units	Jo-Ann Lempert	9,897.73

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