Important Notice Regarding the Availability of Proxy Materials for the Extraordinary Meeting of Shareholders to be held on [•],
2023: This notice of meeting and the accompanying Proxy Statement are available at: https://www.cstproxy.com/fwac3/sm2023 PROXY CARD Please mark FIFTH WALL ACQUISITION CORP. III — THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” your
votes PROPOSALS 1 THROUGH 8. like this Proposal Proposal to 1 approve – The Merger by ordinary Proposal resolution the transactions con- FOR AGAINST ABSTAIN templated of December under 13, the 2022,
Agreement as amended and by Plan the of First Merger, Amendment dated as to from Agreement time to and time, Plan the of “Merger Merger, Agreement”), dated as of March by and 23, among 2023 FWAC, (as it may Queen be further Merger amended
Corp. I, Infrastructure a Maryland corporation Corporation, and a wholly Maryland -owned corporation subsidiary (“MIC”), of FWAC and (“Merger approve Sub”), the transactions and Mobile Merger”), contemplated with thereby,
MIC continuing including as the the merger surviving of entity Merger (the Sub “First with -Step and Surviving into MIC Company”), (the “First Surviving and immediately Company following with and the into effectiveness the successor
of the of First FWAC Merger, after its the conversion merger of to the a First Maryland -Step together corporation with (“New the First MIC”), Merger, with the New “Merger”) MIC as in the accordance surviving entity with the (the
terms “Second and subject Merger”, to and the conditions each of the of Domestication the Merger Agreement Proposal,. the The Charter Merger Proposal Proposal and is conditioned the Nasdaq on Proposal the approval (togeth of— Cross er
with -Conditioned the Merger Proposals Proposal, is the not “Cross approved, -Conditioned the Merger Proposals”) Proposal. will Therefore, have no if effect, any of even the if approved by the holders of FWAC’s ordinary shares.
Proposal Proposal to 2 approve – The Domestication by special resolution Proposal the change of FWAC’s FOR AGAINST ABSTAIN lands jurisdiction exempted of incorporation company and by converting deregistering by means as a Cayman of a corpo
Is- -land rate conversion General Corporation to a Maryland Law corporation (the “MGCL”) in and accordance Part XII of with the Title Cayman 3, Subtitle Islands 9 of Companies the Mary- Act each (the
of the “Domestication”) Cross-Conditioned . The Proposals Domestication . Therefore, Proposal if any is conditioned of the Cross on -Conditioned the approval Pro of-the posals holders is not of
approved, FWAC’s ordinary the Domestication shares. Proposal will have no effect, even if approved by Proposal Proposal to 3 approve – The Charter by special Proposal resolution the articles of amend- FOR AGAINST ABSTAIN ment mestication,
and restatement in the form of attached New MIC to inthe connection joint proxy with statement/ the Do-prospectus name to “Mobile as Annex Infrastructure B (the “Proposed Corporation”
Charter”) to be to, effective among other upon things, the consummation change FWAC’s of Cross the Second -Conditioned Merger .Proposals The Charter . Therefore, Proposal ifis any conditioned of the Cross on the -Conditioned approval of
Proposals each of the is not FWAC’s approved, ordinary the shares Charter . Proposal will have no effect, even if approved by the holders of Proposal Proposals 4(A) to approve—4(I) – The and Governance adopt, each to Proposals be
voted on separately on a non-binding advisory Charter basis and and by in ordinary the proposed resolution, bylaws certain of New governance MIC, in the provisions form attached set forth to in the the joint
Proposed proxy separately statement/prospectus in order to give as Annex FWAC C shareholders (the “Proposed the Bylaws”), opportunity which to present are being their presented separate Proposal views on is important not conditioned
corporate on governance any other proposal provisions . . The approval of each Governance the Proposal authorized 4(A) – share Authorized capital of Shares FWAC – from Proposal (i) 200,000,000 to increase FOR AGAINST ABSTAIN
Class 20,000,000 A Ordinary Class BShares, Ordinary par Shares, value par $0 value .0001 $per 0.0001 share, per shares share, and of common 1,000,000 stock, preference par value shares, $0.0001 par value per share, $0.0001 and per
100,000,000 share, to (ii) shares 500,000,000 of pre- Series ferred stock, A Convertible par value Redeemable $0.0001 per Preferred share, of Stock, which par 50,000 value shares $0.0001 will per be
share, classified 97,000 as $ shares 0.0001 will per be share, classified and 60,000 as Series shares 1 Convertible will be classified Redeemable as Series Preferred 2 Convertible Stock, par Preferred value Stock, par value $0.0001 per share.
Proposal Shares – Proposal 4(B) – Changes to authorize to the the New Aggregate MIC board Number of direc of—FOR AGAINST ABSTAIN tors entire (“New New MIC MIC Board Board”), and with without the approval any action of by a
majority the stockhold of the—aggregate ers of the corporation, number of shares to amend of stock the charter or the number from time of shares to time of to stock increase of any or class decrease or series the that New MIC has authority to
issue. authorize Proposal the 4(C) New – Reclassification MIC Board to classify of Shares and reclassify – Proposal any or to FOR AGAINST ABSTAIN into all shares one or of more common classes stock or and series preferred of stock, stock
with of such New terms MIC permitted and conditions by the as MGCL may .be expressly determined by the New MIC Board and as may be Circuit Proposal Court 4(D) of – Baltimore Exclusive City, Forum Maryland – Proposal as the to adopt
exclusive the FOR AGAINST ABSTAIN forum sents in for writing certain to stockholder the selection litigation, of an alternative unless New forum MIC . con- Proposal 4(E) – Removal of Directors –
Proposal to require FOR AGAINST ABSTAIN that, MIC, subject any director to the or rights the of entire holders New of MIC preferred Board stock may of be New re- moved from office at any time, but only for
cause. Proposal Proposal to 4(F) approve – Ownership the ownership and and Transfer transfer Restrictions restrictions in – FOR AGAINST ABSTAIN the signed Proposed to assist Charter, New MIC which, in complying among other with certain
purposes, U.S are . feder de- -al in income the event tax that requirements in the future applicable the New to MIC real Board estate determines investment that trusts,
it is which in the best will be interests helpful of New MIC to attempt to qualify as a real estate investment trust. Proposal Proposal to 4(G) approve – Exclusive the amendment Power to provisions Amend the in Bylaws the Pro –—FOR
AGAINST ABSTAIN the posed exclusive Bylaws, power which to provide adopt, that alter the or New repeal MIC any Board provision will have of the Proposed Bylaws and to make new bylaws. Proposal Vacancies 4(H) – Proposal – Board to Structure
provide for and a declassified Filling of Board board FOR AGAINST ABSTAIN filled structure only and by the that remaining any vacancy directors on the and New for MIC the Board remainder may be of the full term of the directorship in which the
vacancy occurs. Proposal provisions 4(I) in FWAC’s – Blank Check Amended Company and Restated – Proposal Memorandum to remove FOR AGAINST ABSTAIN and and Articles Articles of of Association Association”) (as related amended, to
FWAC’s the “Memorandum status as a blank check company that will no longer apply upon the consummation of the Merger. Proposal Proposal to 5 – elect The by Directors ordinary Proposal resolution, effective as of the consummation of
the Merger, Damon Manuel Jones, Chavez, David III, Stephanie Garfinkle and Hogue, Brad Jeffrey Greiwe, B. each Osher, to Lorrence serve on the T. Kellar, New MIC Danica Board Holley, until are the next duly elected annual meeting and qualify of
..stockholders Pursuant to the of New Memorandum MIC and until and their Articles respective of Association, successors only Class the holders B Shares”) of Class are B entitled ordinary to vote shares, on the par Directors value $0
..Proposal 0001 per . The share, Directors of FWAC Proposal (“FWAC is of conditioned Cross-Conditioned on the approval is not of approved, each of the the Cross Directors -Conditioned Proposal Proposals will have .no Therefore, effect, even if
any if approved by holders of FWAC Class B Shares. Director Nominees: FOR AGAINST ABSTAIN Manuel Chavez, III Stephanie Hogue Jeffrey B. Osher Lorrence T. Kellar Danica Holley Damon Jones David Garfinkle Brad Greiwe Proposal Proposal to 6 –
approve The Share the Mobile Plan Proposal Infrastructure Corporation and FOR AGAINST ABSTAIN Plan Mobile and Infra the Operating material terms Company, thereunder, LLC 2023 a copy Incentive of which Award is
at- summation tached to the of the joint Merger proxy .statement/prospectus The Share Plan Proposal as Annex is conditioned N, to be on effective the approval upon the each con of—not the approved,
Cross-Conditioned the Share Proposals Plan Proposal . Therefore, will have if any no of effect, the Cross even -Conditioned if approved by Proposals holders of is FWAC’s ordinary shares. Proposal Proposal to 7 –approve, The Nasdaq for
purposes Proposal of complying with Nasdaq FOR AGAINST ABSTAIN 20% Listing of Rules the issued 5635(a), and (b), outstanding and (d), the ordinary issuance shares of more of FWAC than . The posals Nasdaq . Therefore, Proposal if any is conditioned
of the Cross on -Conditioned the approval Proposals of each of is the not Cross approved, -Conditioned the Nasdaq Pro- Proposal will have no effect, even if approved by holders of FWAC’s ordinary shares.
Proposal Proposal to 8 – adjourn The FWAC the Extraordinary Adjournment Meeting Proposal by the chairman FOR AGAINST ABSTAIN including thereof to for a later the date, purpose if necessary, of soliciting under additional certain proxies
circumstances, in favor vote of the to foregoing approve the proposals, Merger Proposal, in the event the FWAC Domestication does not Proposal, receive the the Charter requisite Proposal, shareholder the Directors Proposal is Proposal, not
conditioned the Share on the Plan approval Proposal of and any other the Nasdaq proposal Proposal . . The Adjournment authority Note: If any is withheld other matters on this properly proxy card, come the before proxies the Extraordinary will vote
on such Meeting, matters unless in such their discretion. CONTROL NUMBER Signature Signature, if held jointly Date 2023 Signature should agree with named printed hereon. If stock is held in the name of more than one person, EACH joint owner should
sign above. Executors, administrators, trustees, guardians and attorneys should indicate the capacity in which they sign. Attorneys should also submit powers of attorney.
