Subversive Acquisition LP — AGM Information 2020

Oct 9, 2020

SUBVERSIVE REAL ESTATE ACQUISITION REIT LP

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF HOLDERS OF PROPORTIONATE VOTING UNITS TO BE HELD ON OCTOBER 29, 2020

AND

INFORMATION CIRCULAR

DATED: October 8, 2020

This document requires immediate attention. If you are in doubt as to how to deal with the documents or matters referred to in this Information Circular, you should immediately contact your advisor.

If you are a registered holder of proportionate voting units (“Unitholder”) of Subversive Real Estate Acquisition REIT LP (the “REIT LP”) and are unable to attend the Meeting via webcast, please date and sign the enclosed form of proxy and return it in the envelope provided. All proxies to be valid, must be received by Goodmans LLP (“Goodmans”) by email at subversiveproxyvote@goodmans.ca at least 48 hours prior to the Meeting or any adjournment thereof.

Unless otherwise indicated, all references to “$” are to United States dollars.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General and Special Meeting of the holder of proportionate voting units (“ Unitholders ”) of Subversive Real Estate Acquisition REIT LP (the “ REIT LP ”) will be webcast at https://us02web.zoom.us/j/84369797049?pwd=MEcweHZsL21KN3BwZnFiN2ZyL3lPUT09 (meeting ID: meeting ID: 843 6979 7049 and passcode: 625189) at 10:00 am (Toronto time) on October 29, 2020, for the following purposes (the “ Meeting ”).

1. To elect the directors of the Subversive Real Estate Acquisition REIT (GP) Inc. (the “ General Partner ”), the general partner of the REIT LP, to hold office until the next annual meeting of the REIT LP, or until such time as their successors are duly elected or appointed;

2. To appoint (a) Deloitte LLP as the auditors of the REIT LP from the date of the meeting until the completion of the of the REIT LP’s qualifying transaction and (b) Davidson & Company LLP as the auditors of the REIT LP pending and effective as of the completion of the REIT LP’s qualifying transaction and to authorize the directors of the General Partner to fix the remuneration to be paid to the auditors;

3. To pass, with or without amendment, a special resolution authorizing and approving an amendment to the amended and restated limited partnership agreement of the REIT LP (the “ A&R LP Agreement ”) for the purpose of amending the terms of the proportionate voting units of the REIT LP (the “ Proportionate Voting Units ”); and

4. To transact such further or other business as may properly come before the Meeting and any adjournments thereof.

The accompanying information circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice of Meeting.

The General Partner’s Board of Directors has fixed October 8, 2020 as the record date for the determination of the Unitholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered Unitholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

If you are a registered Unitholder of the REIT LP and unable to attend the Meeting through webcast, please complete, date and sign the accompanying form of proxy and deposit it with Goodmans by email at subversiveproxyvote@goodmans.ca at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof.

The REIT LP is holding the Meeting this year as a completely virtual Meeting, which will be conducted via webcast.

Out of an abundance of caution, to proactively deal with the public health impact of the recent coronavirus outbreak, also known as COVID-19, and to mitigate risks to the health and safety of our communities, Unitholders, employees or other stakeholders, we will hold the Meeting in virtual only format, which will be conducted via webcast. Unitholders will not be able to attend the meeting in person.

DATED this 8[th] day of October, 2020.

BY ORDER OF THE BOARD OF SUBVERSIVE REAL ESTATE ACQUISITION REIT (GP) INC.

“Michael B. Auerbach”

Michael B. Auerbach Executive Chairman and Director

SUBVERSIVE REAL ESTATE ACQUISITION REIT LP

INFORMATION CIRCULAR

(As at October 8, 2020, 2020 except as indicated)

SUBVERSIVE REAL ESTATE ACQUISITION REIT LP (the “ REIT LP ”) is providing this information circular (the “ Information Circular ”) and a form of proxy in connection with management’s solicitation of proxies for use at the annual general and special meeting of holder of proportionate voting units (“ Unitholders ”) of the REIT LP to be held on October 29, 2020 via webcast at https://us02web.zoom.us/j/84369797049?pwd=MEcweHZsL21KN3BwZnFiN2ZyL3lPUT09 (meeting ID: 843 6979 7049 and passcode: 625189) and at any adjournments thereof (the “ Meeting ”).

The solicitation of proxies is being made by or on behalf of management of the Subversive Real Estate Estate Acquisition REIT (GP) Inc., (the “General Partner”), the general partner of the REIT LP. The solicitation of proxies may also be solicited personally, in writing, by mail or by telephone by employees of the REIT LP, at nominal cost. The REIT LP will bear the cost in respect of the solicitation of proxies for the Meeting.

No person is authorized to give any information or to make any representation other than those contained in this Information Circular and, if given or made, such information or representation should not be relied upon as having been authorized by the General Partner on behalf of the REIT LP. The delivery of this Information Circular shall not, under any circumstances, create an implication that there has not been any change in the information set forth herein since the date hereof.

Out of an abundance of caution, to proactively deal with the public health impact of the recent coronavirus outbreak, also known as COVID-19, and to mitigate risks to the health and safety of our communities, Unitholders, employees or other stakeholders, we will hold the Meeting in virtual only format, which will be conducted via webcast. Unitholders will not be able to attend the meeting in person.

APPOINTMENT OF PROXYHOLDER

The purpose of a proxy is to designate persons who will vote the proxy on a Unitholder’s behalf in accordance with the instructions given by the Unitholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or directors of the General Partner (the “ Management Proxyholders ”).

A Unitholder has the right to appoint a person other than a Management Proxyholder, to represent the Unitholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person’s name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a Unitholder.

VOTING BY PROXY

Only registered Unitholders or duly appointed proxyholders are permitted to vote at the Meeting . Proportionate Voting Units represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the Unitholder on any ballot that may be called for and if the Unitholder specifies a choice with respect to any matter to be acted upon, the Proportionate Voting Units will be voted accordingly.

If a Unitholder does not specify a choice and the Unitholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting . At the date of this Information Circular, management of the General Partner knows of no such amendments, variations or other matters to come before the Meeting.

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COMPLETION AND RETURN OF PROXY

Completed forms of proxy must be deposited with Goodmans LLP (“ Goodmans ”) by email at subversiveproxyvote@goodmans.ca not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

REVOCABILITY OF PROXY

Any registered Unitholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a registered Unitholder, his or her attorney authorized in writing or, if the registered Unitholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited with Goodmans LLP (“ Goodmans ”) by email at subversiveproxyvote@goodmans.ca , at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The REIT LP is authorized to issue an unlimited number of Proportionate Voting Units without nominal or par value of which 57,562 Proportionate Voting Units were issued and outstanding as at October 8, 2020. Only persons who are registered Unitholders at the close of business on October 8, 2020 will be entitled to receive notice of and vote at the Meeting and will be entitled to 100 votes for each Proportionate Voting Unit held.

As the Meeting is being held for the sole purpose of electing the directors of the General Partner, electing the auditors of the REIT LP, and voting on an amendment to the terms of the Proportionate Voting Units, only registered Unitholders as of the record date are entitled to receive notice of, and to attend via webcast and vote at, the Meeting or any adjournment or postponement of the Meeting.

The following table discloses the names of the entity who, to the knowledge of the REIT LP, as of the date hereof, beneficially owned, or controlled or directed, directly or indirectly, more than 10% of the Proportionate Voting Units:

	Number of	Percentage of
	Proportionate	Outstanding
	Voting Units	Proportionate
Name	Owned	Voting Units(%)
CG Investments Inc. IV	14,840	25.78%
Subversive Real Estate	34,625	60.15%
Sponsor LLC
ADVANCE	NOTICE POLICY

The REIT LP has included certain advance notice provisions (the “ Advance Notice Provisions ”) with respect to the election of the directors of the General Partner in the amended and restated limited partnership agreement of the REIT LP (the “ A&R LP Agreement ”). The A&R LP Agreement has been filed on SEDAR on January 8, 2020 at www.sedar.com under the REIT LP’s profile. The Advance Notice Provisions are intended to: (i) facilitate orderly and efficient annual general meetings or, where the need arises, special meetings; (ii) ensure that all unitholders receive adequate notice of director nominations to the board of directors and sufficient information with respect to all nominees; and (iii) allow unitholders to register an informed vote. Only persons who are nominated by unitholders in accordance with the Advance Notice Provisions will be eligible for election as directors at any annual meeting of unitholders, or at any special meeting of unitholders if one of the purposes for which the special meeting was called was the election of directors.

Under the Advance Notice Provisions, a unitholder wishing to nominate a director of the General Partner would be required to provide the REIT LP, in the prescribed form, within the prescribed time periods. These time periods include, (i) in the case of an annual meeting of unitholders (including annual and special meetings), not fewer than 30

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days prior to the date of the annual meeting of unitholders; provided, that if the first public announcement of the date (the “ Notice Date ”) of the annual meeting of unitholders is less than 50 days before the meeting date, not later than the close of business on the 15th day following the Notice Date; and (ii) in the case of a special meeting (which is not also an annual meeting) of unitholders called for any purpose which includes electing directors, not later than the close of business on the 15th day following the Notice Date, provided that, in either instance, if notice-and-access (as defined in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer) is used for delivery of proxy related materials in respect of a meeting described above, and the Notice Date in respect of the meeting is not fewer than 50 days prior to the date of the applicable meeting, the notice must be received not later than the close of business on the 40th day before the applicable meeting.

BUSINESS OF THE MEETING

1. Election of Directors

At present, the board of directors of the General Partner is comprised of Michael B. Auerbach, Richard Acosta, Leland Hensch, Omar Mangalji, Scott Baker, Octavio Boccalandro, Craig Hatkoff and Anne Sullivan. In the absence of instructions to the contrary, the enclosed form of proxy will be voted for the nominees listed in the form of proxy.

Pursuant to the Advance Notice Provisions provided in the REIT LP’s articles, any additional director nominations for the Meeting must have been received by the REIT LP in compliance with the Advance Notice Provisions in advance of the date hereof.

Management of the General Partner proposes to nominate the persons named in the table below for election by the Unitholders as directors of the General Partner. Information concerning such persons, as furnished by the individual nominees, is as follows:

Name, Jurisdiction of Residence and Position Michael B. Auerbach New York, New York Executive Chairman and Director Richard Acosta Los Angeles, California Chief Executive Officer and Director Leland Hensch New York, New York Director Scott Baker Bedford, Massachusetts Director Octavio Boccalandro New York, New York Director Craig M. Hatkoff New York, New York Director Anne Sullivan Darien, Connecticut Director	Principal Occupation or Employment and Occupation During the Past 5 Years(1) General Partner of Subversive Capital LLC Chief Executive Officer of the General Partner(2) Private Investor Vice President at New England Development LLC Founder of Andina Capital Inc. Non-executive director of Colony Capital, Inc. Chief Operating Officer for Saddle Point Management, L.P.(3)	Previous Service as a Director April 16, 2019- present December 20, 2019-present December 20, 2019-present December 20, 2019-present December 20, 2019-present December 20, 2019-present December 20, 2019-present	Board Committee Memberships N/A N/A N/A Audit Committee Audit Committee N/A Audit Committee	Number of Proportionate Voting Units Beneficially Owned, Controlled or Directed, Directly or Indirectly
				200 900 200 200 200 200 200

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Notes:

• (1) Each of these persons has held these positions for five years other than as described below.

• (2) Mr. Acosta was previously the Chief Financial Officer of SBEEG Holdings, LLC from 2014-2017.

• (3) Ms. Sullivan was previously partner at Marcato Capital Management from 2013-2017

The term of office of the nominees will expire as of the date of the Meeting. All of the directors who are elected at the Meeting will have their term of office expire at the next annual general meeting or at such time when their successors are duly elected or appointed in accordance with the A&R LP Agreement, or with the provisions of applicable corporate legislation or until such director’s earlier death, resignation or removal.

Management recommends the approval of each of the nominees listed above for election as directors of the General Partner for the ensuing year.

The following are brief biographies of each of the nominees:

Michael B. Auerbach

Mr. Auerbach is an entrepreneur, investor, business consultant, and private diplomat. He founded Subversive Capital LLC as a vehicle to invest in radical companies whose core missions subvert the status quo and require sophisticated government and regulatory strategies for success. Michael is an expert in the global cannabis industry and is a significant shareholder and board director of both Tilray, Inc. and Privateer Holdings, Inc. Mr. Auerbach has served as Senior Vice President of Albright Stonebridge Group LLC, a global strategy firm since 2012, and he also serves as a General Partner of Subversive Capital, a venture capital firm and a private investment fund. From September 2009 to July 2012, he was Vice President, Social Risk Consulting at Control Risks Group Limited, a global risk consulting firm which acquired Social Risks, LLC, a consulting firm Mr. Auerbach founded in 2007. From 2005 to 2007, he was Associate Director for The Century Foundation, Inc., a progressive, non-partisan think tank. He began his career in technology in 1983 when he founded Panopticon Inc., a venture capital incubator concentrating on internet and mobile technology, and served as its Chief Executive Officer until January 2004. Mr. Auerbach also sits on the boards of Privateer Holdings, Inc., Tilray, Inc. and Duco Advisors, Inc. He also sits on the boards of Next for Autism and the KiDS Advisory Board of New York University’s Hassenfeld Children’s Hospital. He has an M.A. in International Relations from Columbia University and B.A. in Critical Theory from the New School.

Richard Acosta

Mr. Acosta serves as Chief Executive Officer and director of the General Partner. Mr. Acosta is also the Chief Executive Officer and a member of the board of directors of Inception REIT, Inc. Mr. Acosta is an experienced real estate executive and private equity investor with 15 years of real estate investment and portfolio management experience across various commercial real estate asset types and investment structures having originated, underwritten or managed over $9 billion worth of direct real estate assets and real estate operating company investments. Prior to forming Inception REIT, he served as Chief Financial Officer of SBE Entertainment Group, LLC (“ SBE ”), a global lifestyle hospitality company best known for the SLS and Mondrian hotel brands, where he also sat on the company’s executive and investment committees. Mr. Acosta was responsible for SBE’s global financial, portfolio management and capital markets activities. Prior to SBE, he spent nearly a decade with Colony Capital, Inc. (“ Colony Capital ”), a global real estate private equity firm, where he last served as a Director. During his tenure at Colony Capital, Richard was involved in or responsible for the sourcing, underwriting and execution of equity and related structured investments, complex operations and financial restructurings on behalf of Colony Capital’s real estate opportunity funds with a focus on operationally intensive real estate, including hospitality and gaming. Mr. Acosta also spent several years developing Colony Capital’s deal sourcing and capital raising functions in the Middle East. He began his career in the Real Estate Merchant Banking Group at Wells Fargo Bank. He is a member of the Urban Land Institute (ULI) and is involved with various philanthropic causes including Vista Del Mar Child & Family Services where he serves as a member of its board of directors. Mr. Acosta is a graduate of the Marshall School of Business at

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the University of Southern California where he earned a B.S. in Business Administration with a concentration in real estate finance.

Leland Hensch

Mr. Hensch is a private investor and a general partner of a private investment fund focused on investing primarily in publicly listed securities of issuers in the cannabis industry which are in the initial stages of raising funds. Mr. Hensch began his career in 1992 with Hull Trading Company, LLC as an equity derivatives trader on the Chicago Board Options Exchange, Inc. His first trading assignment was in the Frankfurt, Germany office from 1994 to 1998 where he traded on the Deutsche Borse AG. Mr. Hensch was hired by The Goldman Sachs Group, Inc. (“ Goldman Sachs ”) in London in 2001 to head the UK Derivatives desk. In 2004, he relocated to New York to run the Macro Derivatives Trading desk. In 2009, Mr. Hensch started Goldman Sachs’ Emerging Markets equity trading team in Sao Paulo and was later promoted to Head of Americas Equity trading in 2013. Mr. Hensch was named partner in 2012 and retired in 2016. Since leaving Goldman Sachs, Mr. Hensch has made a number of investments across cannabis, real estate, hospitality, media, and technology businesses. He has been an active investor/owner in the hospitality and media businesses. Mr. Hensch sits on the investment board of The Foundry Mezzanine Opportunity Fund LP and is still active in equity market trading. Mr. Hensch has a B.S. in Finance from The Kelley School at Indiana University.

Scott Baker

Mr. Baker is a Vice President at New England Development, a corporation focused on delivering and sustaining value through a creative, entrepreneurial approach to real estate development and management services across the United States. Mr. Baker joined New England Development in 2015 with a primary role of overseeing all investment activities that fall outside the firm’s core real estate business, which has included several years of diligence and investing in businesses with operations in cannabis industries. In addition to investment into cannabis operating businesses, Mr. Baker has overseen the firm’s investment and diligence into real estate related to the cannabis industry, to include both single property and larger portfolio acquisition opportunities. Prior to joining New England Development, Mr. Baker spent almost 10 years at Athena Capital Advisors LLC (“ Athena ”), serving a variety of functions, including as a Vice President working directly with ultra-high net worth families and institutions with a primary focus on designing and implementing customized strategic and tactical asset allocations. Prior to Mr. Baker’s role as a Vice President, he was an Analyst in Athena’s research group with responsibilities including private equity, private real estate, and hedge fund due diligence. Prior to joining Athena, Mr. Baker was with the State Board of Administration of Florida (Pension Board) where he was a Transaction Analyst within their Alternative Investments group. In addition to board level positions within the cannabis industry, Mr. Baker currently holds several board level positions for private companies and organizations operating within real estate, hospitality, retail, and venture capital industries. Mr. Baker received a B.S. in Finance and Entrepreneurship/Small Business Management from Florida State University. In 2008, Mr. Baker received the Chartered Alternative Investment Analyst designation and previously held the Series 65 license.

Octavio Boccalandro

Mr. Boccalandro is an entrepreneur, advisor and investor. In 2007, he founded Andina Capital Inc., an asset management firm based and licensed in Panama, and currently sits on the board. He founded PUNTO PAGO Inc., a digital payment system in Miami, and acted as its President until 2002 when the company was successfully sold to Emida Technologies Inc. From 2005-2010, he was President of Equitas Casa de Bolsa C.A., a brokerage house founded by him in Venezuela. From 2007-2014, Mr. Boccalandro served as board member of Bancamiga Banco Universal C.A., a micro-lending bank he founded in Venezuela, until it was sold in 2014. He currently serves as an advisor to Ben Oldman Loan Partners, an award winning hedge fund based in Luxembourg, Suma Financiera S.A., a micro-lending institution in Panama, Signafire Technologies, Inc., a large data company based in New York City, and Bodegas Convento de las Claras, S.L., an award-winning wine maker, and is a board member of Holler Technologies, Inc., an artificial intelligence communications platform based in New York City. Mr. Boccalandro has a Bachelor of

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Science in Business Administration from Universidad Metropolitana and a Masters of Business Administration from New York University.

Craig M. Hatkoff

Mr. Hatkoff is a non-executive director of Colony Capital, Inc. Previously, Mr. Hatkoff founded and was the managing partner of Victor Capital Group, L.P. (“ Victor Capita l”) from 1989 until its acquisition by Capital Trust Group Limited in 1997. Prior to his service at Victor Capital, Mr. Hatkoff served as the Co-Head of the Real Estate Investment Banking Unit of Chemical Bank, where he was a pioneer in commercial mortgage securitization. Since 2011, Mr. Hatkoff currently serves as a member of the board of directors of SL Green Realty Corp., where he is the chair of the nominating and corporate governance committee and sits on the audit committee and as a member of the board of directors of Colony Capital, Inc. Mr. Hatkoff is also the Chairman of Turtle Pond Publications LLC, which is active in children’s publishing and entertainment. Previously, Mr. Hatkoff served as a director of Taubman Centers, Inc. from 2004 to 2019 and Capital Trust, Inc. (“ Capital Trust ”) from 1997 to 2010 and the Vice Chairman of Capital Trust from 1997 to 2010. Mr. Hatkoff also served as a Trustee of the New York City School Construction Authority from 2002 to 2005. Mr. Hatkoff has previously sat on the board of directors of the following publically listed real estate investment companies: Blackstone Mortgage Trust, Inc. (formerly Capital Trust, Inc.) and Taubman Centers, Inc. Mr. Hatkoff received a Bachelor of Arts in Computer Science, Sociology and Anthropology from Colgate University in 1976 and an MBA from Columbia Business School in 1978.

Anne Sullivan

Since October 2018, Ms. Sullivan has served as Chief Operating Officer for Saddle Point Management, L.P., a registered investment advisory firm. Prior, Ms. Sullivan was Chief Operating Officer at Lanternback Capital Management, L.P. Between 2013-2017, she was a Partner at Marcato Capital Management, LP (“ Marcato ”), a long/short equity hedge fund, where she oversaw the firm’s non-investment side of the business. She was charged with developing infrastructure, implementing best practices, and managing third party relationships across the enterprise. Prior to Marcato, Ms. Sullivan was a Senior Analyst at Mesirow Advanced Strategies, Inc. (“ Mesirow ”), a multi-billion dollar fund of funds. At Mesirow, she was focused on evaluating the operational viability of hedge fund managers. Prior to Mesirow, she was a Manager at Deloitte Touche Tohmatsu Limited overseeing audit engagements of financial services companies and publicly traded consumer businesses. Ms. Sullivan graduated Magna Cum Laude with a Bachelor of Science in Accounting from Bradley University and is also a Certified Public Accountant.

Orders

Other than as disclosed herein, to the knowledge of the, no proposed director:

• (a) is, as at the date of the Information Circular, or has been, within 10 years before the date of the Information Circular, a director, chief executive officer (“ CEO ”) or chief financial officer (“ CFO ”) of any company (including the General Partner) that:

• (i) was the subject, while the proposed director was acting in the capacity as director, CEO or CFO of such company, of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or

• (ii) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, CEO or CFO but which resulted from an event that occurred while the proposed director was acting in the capacity as director, CEO or CFO of such company; or

• (b) is, as at the date of this Information Circular, or has been within 10 years before the date of the Information Circular, a director or executive officer of any company (including the General Partner) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or

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insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

• (c) has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or

• (d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

• (e) has been subject to any penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Mr. Auerbach was a director of CybAero AB (“C ybAero ”) which was suspended from trading on the Nasdaq First North Nordic on February 15, 2018 until it was subsequently delisted on June 19, 2018. He was also a director of CybAero when it filed bankruptcy papers with the Linköpings District Court in Sweden on June 18, 2018.

The following Directors of the General Partner hold directorships in other reporting issuers as set out below:

Name of Director Michael B. Auerbach Craig M. Hatkoff	Name of Other Reporting Issuer
	Tilray Inc. Colony Capital, Inc. SL Green Realty Corp.

2. Appointment of Auditor

Deloitte LLP, Chartered Professional Accountants, Licensed Public Accountants are currently the auditors of the REIT LP. Upon completion of the REIT LP’s qualifying transaction (the “ Qualifying Transaction ”), it is expected that Deloitte LLP will resign as our auditors and Davidson & Company LLP will be appointed as auditors of the REIT LP. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the appointment of appoint (a) Deloitte LLP as the auditors of the REIT LP from the date of the Meeting until the completion of the of the Qualifying Transaction and (b) Davidson & Company LLP as the auditors of the REIT LP pending and effective as of the completion of the Qualifying Transaction. The board of directors are authorized to fix the remuneration of the auditors.

3. Amendment to Terms of Proportionate Voting Units

In connection with the Qualifying Transaction, the REIT LP has determined to amend and restate the A&R LP substantially in the manner described in the REIT LP’s preliminary non offering prospectus dated October 7, 2020 (the “ Qualifying Transaction Prospectus ”) which is incorporated by reference into this Information Circular. The amendments will result in the holders of the Proportionate Voting Units shall (a) not being entitled to distributions with respect to 5,061.25 Proportionate Voting Units until the earlier of 12 months from closing of the Qualifying Transaction (“ Closing ”) or the date on which Unitholders achieve a 20% Total Unitholder Return, (b) not being entitled to distributions with respect to and relinquishing (i) 10,000 Proportionate Voting Units unless a 20% Total Unitholder Return is reached within 18 months of Closing, (ii) 10,000 Proportionate Voting Units unless a 50% Total Unitholder Return is reached within 36 months of Closing, and (iii) 10,000 Proportionate Voting Units unless a 100% Total Unitholder Return is reached within 60 months of Closing. The REIT LP desires to put the foregoing amendments before the holders of Proportionate Voting Units for approval.

At the Meeting, Unitholders will be asked to vote on the following special resolution (the “ Amendment Resolution ”):

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“BE IT HEREBY RESOLVED AS A SPECIAL RESOLUTION OF THE HOLDERS OF THE PROPORTIONATE VOTING LIMITED PARTNERSHIP UNITS OF THE REIT LP THAT:

• (a) the General Partner be and is hereby authorized to amend the terms of the proportionate voting units of the REIT in the form substantially as described in the Management Information Circular of the REIT LP dated October 8, 2020 (the “ Amendment ”);

• (b) notwithstanding that this resolution has been duly passed by the holders of the proportionate voting units of the REIT LP, the directors of the General Partner be, and they hereby are, authorized and empowered to revoke this resolution, in whole or in part, at any time prior to the signing of the Amendment; and

• (c) any director or officer of the General Partner be, and director or officer of the General Partner hereby is authorized and empowered, acting for, in the name of and on behalf of the General Partner to execute or cause to be executed, under seal of the General Partner or otherwise, and to deliver or cause to be delivered, the Amendment and all such other documents and instruments and to do or cause to be done all such other acts and things, as in the opinion of such director or officer of the General Partner may be necessary or desirable in order to fulfill the intent of the foregoing.

In the absence of instructions to the contrary, the enclosed form of proxy will be voted in favour of the Amendment Resolution.

EXECUTIVE COMPENSATION

The disclosure required by items 8 and 9 of Form 51-102F5 – Information Circular can be found in the Qualifying Transaction Prospectus incorporated by reference into this Information Circular. See “Director and Officer Compensation” in the Qualifying Transaction Prospectus.

DIRECTORS’ AND OFFICERS’ INSURANCE AND INDEMNIFICATION

The REIT LP maintains a director and officer insurance program to limit the REIT LP’s exposure to claims against, and to protect, the General Partner’s directors and officers. In addition, the REIT LP has entered into indemnification agreements with each of its directors and officers. The indemnification agreements generally require that the REIT LP indemnify and hold the indemnitees harmless to the greatest extent permitted by law for liabilities arising out of the indemnitees’ service to the REIT LP as directors and officers of the General Partner, provided that the indemnitees acted honestly and in good faith and in a manner the indemnitees reasonably believed to be in, or not opposed to, the REIT LP’s best interests and, with respect to criminal and administrative actions or proceedings that are enforced by monetary penalty, the indemnitees had no reasonable grounds to believe that his or her conduct was unlawful. The indemnification agreements also provide for the advancement of defence expenses to the indemnitees by the REIT LP. Statutory indemnification rights also apply.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date hereof, there was no indebtedness outstanding of any current or former director, executive officer or employee of the General Partner which is owing to the General Partner, the REIT LP or to another entity which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the General Partner or the REIT LP entered into in connection with a purchase of securities or otherwise.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as set out herein, no person who has been a director or executive officer of the General Partner at any time since the beginning of the REIT LP’s last financial year, no proposed nominee of management of the General Partner for election as a director of the General Partner and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than the election of directors and, in the case of Michael B. Auerbach, Richard Acosta, Scott Baker, Eric Clarke,

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Octavio Boccalandro, Craig M. Hatkoff, Leland Hensch, Michael Miller and Anne Sullivan in their capacity as Unitholders, the vote on the Amendment Resolution.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person or proposed director of the General Partner and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of the REIT LP’s most recently completed financial year or in any proposed transaction which in either such case has materially affected or would materially affect the REIT LP.

MANAGEMENT CONTRACTS

No management functions of the General Partner are performed to any substantial degree by a person other than the directors or executive officers of the General Partner.

CORPORATE GOVERNANCE DISCLOSURE

The disclosure required by Section 2.1(1) of National Instrument 58-201 – Disclosure of Corporate Governance Practices can be found in the Qualifying Transaction Prospectus incorporated by reference into this Information Circular. See “Corporate Governance and Board Committees” in the Qualifying Transaction Prospectus.

ADDITIONAL INFORMATION

Additional information relating to the REIT LP is on SEDAR at www.sedar.com. Unitholders may contact the General Partner at 917 605-4351 to request copies of the REIT LP’s financial statements for (i) the year ended December 31, 2019 (for the period from inception on November 12, 2019 to December 31, 2019); (ii) the management’s discussion and analysis for the period from inception on November 12, 2019 to December 31, 2019; (iii) the unaudited interim financial statements of the REIT LP for the three and six months ended June 30, 2020; and (iv) the management’s discussion and analysis for the three and six months ended June 30, 2020.

OTHER MATTERS

Management of the General Partner is not aware of any other matter to come before the Meeting for consideration of only the Unitholders other than as set forth in the notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the units represented thereby in accordance with their best judgment on such matter.

APPROVAL OF THE BOARD

The contents of this Information Circular have been approved, and the delivery of it to each Unitholder of the REIT LP entitled thereto and to the appropriate regulatory agencies has been authorized, by the directors of the General Partner.

DATED this 8th day of October, 2020.

BY ORDER OF THE BOARD OF SUBVERSIVE REAL ESTATE ACQUISITION REIT (GP) INC.

“Michael B. Auerbach”

MICHAEL B. AUERBACH EXECUTIVE CHAIRMAN AND DIRECTOR