VM Hotel Acquisition Corp. — Proxy Solicitation & Information Statement 2023

Sep 6, 2023

VM Hotel Acquisition Corp. (the “ Corporation ”)

Special Meeting

September 28, 2023 at 9:00 a.m. (Toronto time) URL:https://us02web.zoom.us/j/83168981114?pwd=anptO GJnNW9vUllpN0hTNkQyUElrZz09

Meeting ID: 831 6898 1114 Password: 180649 (the “ Meeting ”)

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Voting Instructions – Guidelines and Conditions

The Corporation is providing you the enclosed proxy-related materials for their security holder Meeting. Your name, address and information about your security holdings have been obtained in accordance with applicable securities regulations from the intermediary holding them on your behalf (which is identified by name, code or identifier in the information on the top right corner on the reverse). The Voting Instruction Form (‘‘VIF’’) is to enable your vote to be submitted on the stated matters. Please complete, sign, date and return the VIF. Unless you appoint yourself or a delegate to attend the Meeting and vote, your securities can be voted only by Management Nominees in accordance with your instructions.

We are prohibited from voting these securities on any of the matters to be acted upon at the Meeting without your specific voting instructions.

By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

THIS VOTING INSTRUCTION FORM MUST BE READ IN CONJUNCTION WITH THE MEETING MATERIAL. YOUR VOTING INSTRUCTIONS MUST BE RECEIVED NO LATER THAN THE FILING DEADLINE NOTED ON THE REVERSE OF THE VIF OR THE EQUIVALENT TIME BEFORE THE TIME AND DATE OF ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING.

Voting Instructions and Authority - Notes

1. THIS VOTING INSTRUCTION FORM IS SOLICITED BY THE CORPORATION.

2. If you appoint the Nominees indicated on the reverse to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Voting Recommendation highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

3. The appointment of the Nominees or another Appointee gives them discretion to vote on any other matters that may properly come before the Meeting.

4. If internet voting is available, you can provide your voting instructions on the website (see “Internet” section under “Voting Method”).

5. To be valid, this VIF must be signed. Please date the VIF. If the VIF is not dated, it is deemed to bear the date of mailing to the security holders of the Corporation.

6. This form does not convey any right to vote in person at the Meeting. We urge you to read the above instructions, and the Information Circular prior to completing, signing and returning the VIF so that your securities can be voted.

7. Guidelines for proper execution of the proxy/VIF are available at www.stac.ca. Please refer to the Proxy Protocol.

VOTING METHOD
INTERNET	Go towww.voteproxyonline.comand enter the 12 digit control number above
FACSIMILE	416-595-9593
MAIL or HAND DELIVERY	TSX Trust Company 301 - 100 Adelaide Street West Toronto,Ontario,M5H 4H1
For assistance, please contact TSX TRUST INVESTOR SERVICES. Mail:301 - 100 Adelaide Street West Toronto, ON, M5H 4H1 Tel:1-866-600-5869 Web:https://www.tsxtrust.com/t/investor-hub/forms/investor- insite-registration Email: tsxtis@tmx.com

CONTROL NUMBER:

VOTING INSTRUCTION FORM (“VIF”)

VM Hotel Acquisition Corp. (the “ Corporation ”)

Special Meeting

September 28, 2023 at 9:00 a.m. (Toronto time) URL: https://us02web.zoom.us/j/83168981114?pwd=anptOGJnNW9vUllpN0hTNkQyUElrZz09 Meeting ID: 831 6898 1114 Password: 180649

SECURITY CLASS: CLASS A Restricted Voting Shares RECORD DATE: August 22, 2023 FILING DEADLINE FOR PROXY: September 26, 2023 at 9:00 a.m. (Toronto time)

APPOINTEES

The undersigned hereby appoints Ian McAuley , whom failing Tom Wenner (the “Nominees”), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any,

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES 1. Extension Resolution FOR AGAINST To approve an ordinary resolution, the full text of which is set forth in Appendix “A” to the accompanying management information circular (the “Circular”), to extend the date by which VM Hotel Acquisition Corp. is required to consummate a qualifying acquisition from September 30, 2023 to February 29, 2024, all as more particularly described in the Circular.

This VIF revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of beneficial owner(s) Date (MM/DD/YYYY)

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