Subversive Acquisition LP — Capital/Financing Update 2021

Mar 15, 2021

NOTICE OF OPTIONAL REDEMPTION

SUBVERSIVE ACQUISITION LP

(the “LP”)

TO: HOLDERS OF THE RESTRICTED VOTING UNITS OF THE LP (the “RESTRICTED VOTING UNITS”)

AND TO: OLYMPIA TRUST COMPANY (the “TRANSFER AGENT”)

DATE: MARCH 15, 2021

Right of Redemption

The LP hereby gives notice to holders of the Restricted Voting Units (each a “ Holder ”), in accordance with Section 7.3(5) of the First Amended and Restated Limited Partnership Agreement of the LP dated as of January 8, 2020 (the “ A&R LP Agreement ”), of their right to redeem all or a portion of their Restricted Voting Units (the “ Redemption ”) in connection with the LP’s qualifying transaction (the “ Qualifying Transaction ”) as further described below. To redeem their Restricted Voting Units, Holders must deposit their Restricted Voting Units for redemption prior to 5:00 p.m. (Toronto time) on April 5, 2021 (the “ Redemption Election Deadline ”) in accordance with the instructions contained in this notice. Holders who do not wish to redeem their Restricted Voting Units are not required to take any further action.

Qualifying Transaction

On February 9, 2021, the LP, Intercure Ltd. (“ Intercure ”), an Israeli public corporation whose shares are listed for trading on the Tel Aviv Stock Exchange (“ TASE ”) under the symbol “INCR”, Canndoc Acquisition Subco Ltd. (“ Intercure Sub ”), a wholly-owned subsidiary of Intercure, Subversive Real Estate Acquisition REIT (GP) Inc., the general partner of the LP, and Subversive Real Estate Sponsor LLC, as representative of the unitholders of the LP, entered into an amended and restated definitive agreement (the “ Arrangement Agreement ”), pursuant to which Intercure Sub will acquire all of the outstanding units of the LP (that have not otherwise been redeemed pursuant to the Redemption) in exchange for ordinary shares of Intercure (“ Intercure Shares ”) by way of a plan of arrangement (the “ Arrangement ”). On the effective time of the Arrangement, the Intercure Shares will continue to be listed on the TASE and it is a condition to closing that the Intercure Shares will also be listed for trading on the Nasdaq Stock Market (the “ Nasdaq ”) and the Toronto Stock Exchange (the “ TSX ”). Neither the NEO nor the TSX have not yet approved the Qualifying Transaction and neither the Nasdaq nor the TSX approved the listing of any Intercure Shares and there is no assurance that they will. The Arrangement constitutes the LP’s Qualifying Transaction.

For more information on the Qualifying Transaction and the Redemption, please see the LP’s management information circular dated March 9, 2021 (the “ Circular ”) and final long form prospectus dated March 12, 2021 (the “ Final Prospectus ”) which are available on the LP’s profile at SEDAR at www.sedar.com. All capitalized terms used herein that are not otherwise defined have the meanings ascribed to them in the Final Prospectus.

Redemption

The details of the Redemption are as follows:

Redemption Election Deadline	April 5, 2021
Qualifying Transaction Redemption Price per Restricted Voting Unit	Approximately US$10.041

1 The redemption price per Restricted Voting Unit is an amount per Restricted Voting Unit, payable in cash, equal to the prorata portion of: (a) the escrowed funds available in the escrow account at the time immediately prior to the Redemption Election Deadline, including interest and other amounts earned thereon; less (b) an amount equal to the total of (i) any applicable taxes

• 2 -

Upon payment in cash of the Qualifying Transaction Redemption Price, the holders of the Restricted Voting Units so redeemed will have no further rights in respect of the Restricted Voting Units.

If redemption of all of the Restricted Voting Units would be contrary to any provisions of applicable law, the LP will be obligated to redeem only the maximum number of Restricted Voting Units which the LP determines it is then permitted to redeem, such redemptions will be made pro-rata (disregarding fractions of units) according to the number of Restricted Voting Units required by each electing Holder to be redeemed by the LP, and the LP will either issue new certificates representing the Restricted Voting Units not redeemed by the LP, or will otherwise confirm such Restricted Voting Units as issued and deposited in book-entry form.

In the event a Holder deposits their Restricted Voting Units for redemption and the Qualifying Transaction is not completed, their Restricted Voting Units so deposited will be returned to such Holder (or re-deposited with CDS, as applicable) and the rights of such Holder of the Restricted Voting Units will continue in accordance with the provisions of the A&R LP Agreement.

Notwithstanding any of the foregoing, no registered or beneficial holder of Restricted Voting Units (other than CDS), together with any affiliate thereof or any person acting jointly or in concert therewith, shall be entitled to require the LP to redeem Restricted Voting Units in excess of an aggregate of 15% of the Restricted Voting Units issued and outstanding (the “ Redemption Limitation ”). By its election to redeem, each registered holder of Restricted Voting Units (other than CDS) and each beneficial holder of Restricted Voting Units will be required to represent or will be deemed to have represented to the LP that, together with any Affiliate of such holder and any other person with whom such holder is acting jointly or in concert, such holder is not redeeming Restricted Voting Units in excess of the Redemption Limitation.

Instructions for Redemption – Non-Registered Holders

A non-registered Holder who desires to exercise its redemption rights in connection with the Qualifying Transaction must do so by causing a participant (a “ CDS Participant ”) in the depository, trading, clearing and settlement systems administered by CDS to deliver to CDS (at its office in the City of Toronto) on behalf of the owner, a written notice (the “ Redemption Notice ”) of the owner’s intention to redeem Restricted Voting Units in connection with the Qualifying Transaction. Such Holder should ensure that the CDS Participant is provided with notice of his or her intention to exercise his or her redemption privilege sufficiently in advance of the applicable redemption deadline so as to permit the CDS Participant to deliver notice to CDS and so as to permit CDS to deliver notice to the Transfer Agent in advance of the required time. The form of Redemption Notice will be available from a CDS Participant or the Transfer Agent.

By causing a CDS Participant to deliver to CDS a notice of the Holder’s intention to redeem Restricted Voting Units, a Holder shall be deemed to have irrevocably surrendered his, her, or its Restricted Voting Units for redemption and appointed such CDS Participant to act as his, her, or its exclusive settlement agent with respect to the exercise of the redemption right and the receipt of payment in connection with the settlement of obligations arising from such exercise.

Any Redemption Notice delivered by a CDS Participant regarding a Holder’s intent to redeem which CDS determines to be incomplete, not in proper form, or not duly executed shall for all purposes be void and of no effect and the redemption right to which it relates shall be considered for all purposes not to have been exercised. A failure by a CDS Participant to exercise redemption rights or to give effect to the settlement thereof in accordance with the Holder’s instructions will not give rise to any obligations or liability on the part of the LP to the CDS Participant or to the Holder.

A Holder whose Restricted Voting Units are held through an intermediary may have a redemption deadline that is earlier than the Redemption Election Deadline. If the deadline for depositing Restricted Voting Units held through an intermediary is not met by a Holder, such Holder’s Restricted Voting Units may not be eligible for redemption.

Questions

Holders who have questions regarding the process for Redemption should immediately contact the CDS Participant through which they hold their Restricted Voting Units.

payable by the LP on such interest and other amounts earned in the escrow account, and (ii) actual and expected expenses directly related to the redemption, each as reasonably determined by the General Partner, subject to the limitations described in the Final Prospectus.