Subversive Acquisition LP — Proxy Solicitation & Information Statement 2020

Oct 9, 2020

SUBVERSIVE REAL ESTATE ACQUISITION REIT LP

PROXY

FOR THE ANNUAL GENERAL AND SPECIAL MEETING HOLDERS OF PROPORTIONATE VOTING UNITS TO BE HELD ON OCTOBER 29, 2020 BY WEBCAST (the “ Meeting ”)

THIS PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT OF SUBVERSIVE REAL ESTATE ACQUISITION REIT (GP) INC., THE GENERAL PARTNER THE REIT LP.

The undersigned holder of proportionate voting units (“ Unitholder ”) of SUBVERSIVE REAL ESTATE ACQUISITION REIT LP (the “ REIT LP ”) hereby appoints Michael B. Auerbach, a director of SUBVERSIVE REAL ESTATE ACQUISITION REIT (GP) INC. (the “ General Partner ”), the general partner of the REIT LP, or failing him Richard Acosta , the Chief Executive Officer of the General Partner, or instead of the foregoing ______________ as proxyholder for and on behalf of the Unitholder with the power of substitution to attend via webcast, act and vote for and on behalf of the Unitholder in respect of all matters that may properly come before the Meeting and at every adjournment thereof, to the same extent and with the same powers as if the undersigned Unitholder were present at the said Meeting, or any adjournment thereof.

1. 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 contained in the A&R LP Agreement.

VOTE FOR __

VOTE AGAINST __

The Unitholder hereby directs the proxyholder to vote the securities of the REIT LP registered in the name of the Unitholder as specified herein.

1. Election of the following persons to the Board of Directors of the General Partner.

Michael B. Auerbach VOTE FOR __ WITHHELD __ Richard Acosta VOTE FOR __ WITHHELD __ Leland Hensch VOTE FOR __ WITHHELD __ Scott Baker VOTE FOR __ WITHHELD __ Octavio Boccalandro VOTE FOR __ WITHHELD __ Craig Hatkoff VOTE FOR __ WITHHELD __ Anne Sullivan VOTE FOR __ WITHHELD __

1. 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.

The proportionate voting units represented by this proxy may be voted on the above items by marking an “X” in the space provided for that purpose.

DATED and SIGNED this ___ day of ____________, 2020.

NAME (Please Print)

SIGNATURE

Address of Unitholder Number of proportionate voting units held

VOTE FOR __

WITHHELD __

INSTRUCTIONS FOR COMPLETION OF PROXY AND NOTES

1. This Proxy is solicited by the Management of the General Partner.

2. This form of proxy (“ Instrument of Proxy ”) must be signed by you, the Unitholder, or by your attorney duly authorized by you in writing, or, in the case of a corporation, by a duly authorized officer or representative of the corporation; and if executed by an attorney, officer, or other duly appointed representative , the original or a notarial copy of the instrument so empowering such person, or such other documentation in support as shall be acceptable to the Chairman of the Meeting, must accompany the Instrument of Proxy.

3. If this Instrument of Proxy is not dated in the space provided, authority is hereby given by you, the Unitholder, for the proxyholder to date this proxy the date of its receipt by Goodmans LLP.

4. A Unitholder who is unable to join the Meeting via webcast but wishes to vote on the resolutions, may do the following:

   • (a) appoint one of the General Partner proxyholders named on the Instrument of Proxy, by leaving the wording appointing a nominee as is (i.e. do not strike out the management proxyholders shown and do not complete the blank space provided for the appointment of an alternate proxyholder). Where no choice is specified by a Unitholder with respect to a resolution set out in the Instrument of Proxy, a management appointee acting as a proxyholder will vote in favour of each matter identified on this Instrument of Proxy and for the nominees of management for directors and auditor as identified in this Instrument of Proxy; OR

   • (b) appoint another proxyholder, who need not be a Unitholder of the REIT LP, to vote according to the Unitholder’s instructions, by striking out the management proxyholder names shown and inserting the name of the person you wish to represent you at the Meeting in the space provided for an alternate proxyholder. If no choice is specified, the proxyholder has discretionary authority to vote as the proxyholder sees fit.

5. The securities represented by this Instrument of Proxy will be voted or withheld from voting in accordance with the instructions of the Unitholder on any poll of a resolution that may be called for and, if the Unitholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. Further, the securities will be voted by the appointed proxyholder with respect to any amendments or variations of any of the resolutions set out on the Instrument of Proxy or matters which may properly come before the Meeting as the proxyholder in its sole discretion sees fit.

If a Unitholder has submitted an Instrument of Proxy, the Unitholder may still attend the Meeting via webcast and vote at such time .

To be represented at the Meeting, this proxy form must be received by Goodmans LLP by email at subversiveproxyvote@goodmans.ca no later than forty eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or adjournment thereof or may be accepted by the Chairman of the Meeting prior to the commencement of the Meeting.