Subversive Acquisition LP — Investor Presentation 2021

Jan 26, 2021

==> picture [188 x 320] intentionally omitted <==

Dominating the Cannabis Industry in Israel

JANUARY 26, 2021

CONFIDENTIAL | CANNDOC 2021 | 1

Investment highlights

Highly profitable leader in Israel’s growing legal cannabis market

Leading the cannabis wave in Israel

Israel is the leading GMP cannabis market in the world

TAM is $2.5B, and current run rate of the medical market is $250M, growing at 40%+ annually

First company to import medical grade cannabis to Israel

Transaction highlights

Subversive Capital’s SVX SPAC (NEO:SVX.U; OTC:SBVRF) with $225 million in trust

Fully committed $65 million PIPE to support deal - satisfying required cash for closing

NASDAQ listing a condition of close

Vertically integrated and most profitable player in Israel

==> picture [429 x 429] intentionally omitted <==

2X sequential revenue growth from Q4 2019 to Q3 2020

Q42020E / 2021E Gross Margin: 46% / 53% Q42020E / 2021E EBITDA Margin: 29% / 38% from Q3 2020 onwards Cash flow positive

Key strategic partnerships

==> picture [445 x 86] intentionally omitted <==

First company to export cannabis from Israel to Europe

Cash to drive significant expansion

Key branding partnerships drive awareness and recognition

Expanding cultivation to 90+ tons/year

Expected to open four additional pharmacies in 2021

Strategic M&A

Opening branded pharmacies with Cookies & Lemonade

==> picture [98 x 90] intentionally omitted <==

==> picture [95 x 47] intentionally omitted <==

Launching Cookies medical branded products in 2021

Note: margins reflect consolidated results

CONFIDENTIAL | CANNDOC 2021 | 2

team Leadership

Management

==> picture [97 x 51] intentionally omitted <==

==> picture [111 x 111] intentionally omitted <==

==> picture [111 x 111] intentionally omitted <==

==> picture [59 x 73] intentionally omitted <==

==> picture [71 x 71] intentionally omitted <==

==> picture [76 x 65] intentionally omitted <==

==> picture [82 x 56] intentionally omitted <==

Ehud Barak

Alex Rabinovitch

Chairman

CEO

Former Prime Minister of Israel

More than 20 years of business and M&A experience, spanning various domestic and international leader and operating roles

36-year career in the IDF, having served as General Commander

(select members) Medical Advisory Board

==> picture [107 x 107] intentionally omitted <==

==> picture [107 x 107] intentionally omitted <==

==> picture [106 x 55] intentionally omitted <==

==> picture [200 x 41] intentionally omitted <==

Prof. Zvi Bentwich MD, PhD

Prof. Eitan Friedman MD, PhD

Professor of Microbiology, Immunology and Genetics, and head of the Center for Emerging Tropical Diseases and AIDS, at Ben Gurion University

Director and founder of the Suzanne Levy - Gertner Oncogenetics Unit, Sheba Medical Center

==> picture [57 x 63] intentionally omitted <==

==> picture [111 x 111] intentionally omitted <==

==> picture [111 x 111] intentionally omitted <==

==> picture [107 x 107] intentionally omitted <==

==> picture [138 x 42] intentionally omitted <==

==> picture [104 x 37] intentionally omitted <==

==> picture [170 x 45] intentionally omitted <==

==> picture [123 x 40] intentionally omitted <==

Amos Cohen

Moshe Gavrilov

Rami Levy

CFO

COO

CMO

Former CFO at Trendline (TREN.TA) and VP of Finance at Walla from Bezeq group, the largest Israeli communications company

20+ years of lead management

18-year career at Teva Pharmaceuticals in executive sales and marketing positions where he established distribution channels in emerging markets

and operational experience at Netafim, the largest Israeli aggrotech company, expanding global operations development to more than 190 territories

Subversive Capital

==> picture [106 x 107] intentionally omitted <==

==> picture [107 x 107] intentionally omitted <==

==> picture [110 x 49] intentionally omitted <==

----- Start of picture text -----

SUBVERSIVE
CAPITAL
----- End of picture text -----

==> picture [122 x 49] intentionally omitted <==

==> picture [76 x 77] intentionally omitted <==

==> picture [115 x 51] intentionally omitted <==

----- Start of picture text -----

SUBVERSIVE
CAPITAL
----- End of picture text -----

==> picture [105 x 38] intentionally omitted <==

Leland Hensch Director

Michael Auerbach

Founder

Director of Subversive’s SVX SPAC and General Partner of Subversive Capital Opportunity Fund

Founder of Subversive Capital, General Partner of Subversive’s venture platform, Chairman and CEO of SVX

Former Goldman Sachs Equity Partner based in New York and London

Previously, a seed investor in Privateer Holdings and Tilray board member

CONFIDENTIAL | CANNDOC 2021 | 3

Israel is a leader in medical cannabis

The medical cannabis market in Israel is expected to be greater than $500M by 2024

1

Q1 2019 Q1 2020 Increasing 32 K 59 K patients

Q4 2020 77 K

2021E 120 K

2025E 1 250 K

2

2008 Favorable Legalized medical legislation cannabis

2019 2021-2022 Expanded medical-use Expected to legalize CBD and approved exportation & recreational cannabis of medical cannabis

A growing 3 market

==> picture [1164 x 353] intentionally omitted <==

----- Start of picture text -----

$562
Projected Medical-Use Market Size
US$ in millions
$475
$388
$301
$214
2020E 2021E 2022E 2023E 2024E
----- End of picture text -----

Source: Cormark Securities and Israeli Medical Cannabis Agency. 1. Based on Q4 2020 patient number and expected medical market growth rate

CONFIDENTIAL | CANNDOC 2021 | 4

in recreational cannabis Israel’s runway for growth In November 2020, the Israeli Justice Minister announced and approved a plan to legalize recreational cannabis with 9 months, which would unlock a potential TAM of $2.0 billion

Evolving legislation 1 leads to growth opportunities

2019

Decriminalized the use of cannabis for private consumption

2020

Legislative proposal to remove medical license prerequisite for patients

2021-2022

Anticipated legalization announcement

Huge transitional 2 upside potential

214 M $ Medical market in 2020

1.7 B $ Value of illegal market in Israel in 2020

==> picture [174 x 62] intentionally omitted <==

----- Start of picture text -----

2.0 B
$
----- End of picture text -----

Value of Israel’s legal adult-use market in 2027

Highest adult 3 usage rate globally

==> picture [52 x 19] intentionally omitted <==

----- Start of picture text -----

27%
----- End of picture text -----

Annual cannabis usage by country (%)

==> picture [1087 x 261] intentionally omitted <==

----- Start of picture text -----

18%
16%
14% 14%
12%
11% 11% 11%
10%
Israel Iceland United Nigeria Canada Chile France New Bermuda Australia
States Zealand
----- End of picture text -----

Source: MJBiz, UNODC, The Israeli Cannabis Magazine, Public Disclosure Note: amounts in US$

CONFIDENTIAL | CANNDOC 2021 | 5

• A dynamic international supply chain

Vertically integrated, seed to sale, pharma-grade cannabis company

1

Cultivation

==> picture [311 x 110] intentionally omitted <==

Northern Site

Cultivation and R&D

55,000 square feet operational 160,000 square feet potential 10 metric tons max potential capacity

==> picture [311 x 111] intentionally omitted <==

Southern Site

Cultivation

300,000 square feet operational 1,700,000 square feet potential

88 metric tons max potential capacity

+

2

Strategic Partners

==> picture [145 x 44] intentionally omitted <==

Diamond Facilit y

140 metric tons annual max capacity

Portu al Facilit g y

25 metric tons annual max capacity

New Brunswick Facilit y

70 tons annual max capacity

==> picture [41 x 40] intentionally omitted <==

==> picture [137 x 37] intentionally omitted <==

3 GMP Branded Products

==> picture [143 x 86] intentionally omitted <==

==> picture [165 x 49] intentionally omitted <==

==> picture [152 x 44] intentionally omitted <==

==> picture [192 x 46] intentionally omitted <==

==> picture [220 x 58] intentionally omitted <==

==> picture [145 x 175] intentionally omitted <==

----- Start of picture text -----

1
1
----- End of picture text -----

4

Distribution & Sales

==> picture [129 x 79] intentionally omitted <==

----- Start of picture text -----

of
----- End of picture text -----

==> picture [160 x 87] intentionally omitted <==

==> picture [97 x 35] intentionally omitted <==

100% penetration

Sales to all 121 authorized third-party Israeli pharmacies on a wholesale basis through industry-leading distribution partners

==> picture [162 x 47] intentionally omitted <==

----- Start of picture text -----

Owned
2
Pharmacies
----- End of picture text -----

==> picture [51 x 41] intentionally omitted <==

==> picture [53 x 41] intentionally omitted <==

==> picture [254 x 190] intentionally omitted <==

----- Start of picture text -----

Premium Israeli pharmacy that
will have 6 locations in major
cities across Israel in 2021
Agreement to partner in
Cookies-branded pharmacies
----- End of picture text -----

1. Launch H1 2021 2. Majority ownership through 50.1% ownership of Cannolam

CONFIDENTIAL | CANNDOC 2021 | 6

Cultivation: sites overview

355k sq ft of operational grow with expansion potential up to nearly 2 MM square feet

Northern Site (cultivation & R&D)

Southern Site (cultivation)

Fully operational Phase A: 55,000 sq. ft. Expandable to 160,000 sq. ft. Max capacity of 10 metric tons

==> picture [303 x 39] intentionally omitted <==

----- Start of picture text -----

105K sq. ft.
expansion 160K
----- End of picture text -----

==> picture [152 x 203] intentionally omitted <==

==> picture [55 x 22] intentionally omitted <==

----- Start of picture text -----

55K
----- End of picture text -----

==> picture [151 x 84] intentionally omitted <==

Current Capacity

Full Capacity

Fully operational Phase A: 300,000 sq. ft. Lot size: 1,700,000 sq. ft. Max capacity of 88 metric tons

==> picture [126 x 193] intentionally omitted <==

----- Start of picture text -----

1.4M sq. ft.
expansion
300K
----- End of picture text -----

==> picture [151 x 37] intentionally omitted <==

Current Capacity

==> picture [99 x 27] intentionally omitted <==

----- Start of picture text -----

1,700K
----- End of picture text -----

==> picture [151 x 203] intentionally omitted <==

Full Capacity

==> picture [816 x 391] intentionally omitted <==

==> picture [816 x 391] intentionally omitted <==

CONFIDENTIAL | CANNDOC 2021 | 7

Strategic partners

Overview

==> picture [36 x 45] intentionally omitted <==

==> picture [181 x 32] intentionally omitted <==

==> picture [97 x 32] intentionally omitted <==

Founded in 2014, Aphria is a leading Canadian licensed producer of premium quality cannabis and extract-based products.

NASDAQ : APHA Market Cap – $3.8B

Founded in 2013, Tilray is a leading Canadian licensed producer of premium quality cannabis and extract-based products.

NASDAQ : TLRY Market Cap – $3B

Founded in 2013, Organigram is a leading Canadian licensed producer of premium quality indoor cannabis and extractbased products.

NASDAQ : OGI Market Cap – $420M

Founded in 2016 and based in Uruguay, the Company focuses on cultivation and extraction of medical cannabis.

Government licensed, privately held and vertically integrated

==> picture [96 x 57] intentionally omitted <==

Leading cannabis brand in California and expanding in the U.S.

Operating 18 retail locations in the U.S. and a medical shop in Tel Aviv

Brands Include:

==> picture [107 x 60] intentionally omitted <==

==> picture [60 x 60] intentionally omitted <==

==> picture [86 x 60] intentionally omitted <==

==> picture [164 x 33] intentionally omitted <==

#1 CBD company in the world

2.3+ million pounds produced in 2019

TSX: CWEB Market Cap – $668M

==> picture [59 x 84] intentionally omitted <==

==> picture [54 x 84] intentionally omitted <==

==> picture [61 x 84] intentionally omitted <==

Relationship

Aphria long-term exclusive strategic supply agreement (possible EU and R&D collaboration) to supply bulk material to produce final products to be sold under a co-branded GMP product.

Tilray 7.5-year full exclusivity import/export and R&D agreement to supply bulk material to produce final products to be sold under a co-branded GMP product.

Long-term exclusive strategic supply agreement (Import/EU Export/R&D) to supply bulk material to produce final products to be sold under a cobranded GMP product.

Exclusive strategic supply agreement (Import/ EU Export) to supply bulk material to produce final products to be sold under a co-branded product.

Exclusive rights to launch branded products and pharmacies[1]

A full spectrum, long-term exclusive agreement , with full access to the Company’s product portfolio

First stage – importing CWEB products given issues due to regulations - EU vs. U.S.

Second Stage – MFG in EU

Mutual R&D strategy

Note: amounts in US$ 1. Agreement through majority ownership in Cannolam

CONFIDENTIAL | CANNDOC 2021 | 8

Product portfolio

Brand

==> picture [130 x 78] intentionally omitted <==

==> picture [142 x 41] intentionally omitted <==

==> picture [131 x 37] intentionally omitted <==

==> picture [166 x 40] intentionally omitted <==

==> picture [181 x 45] intentionally omitted <==

==> picture [87 x 51] intentionally omitted <==

FUTURE PIPELINE

Description

Premium indoor grown products Co-branded products with Organigram High-quality greenhouse products grown in Portugal Co-branded products with Tilray

High-quality greenhouse products grown in Canada Co-branded products with Aphria Branded products cultivated in Canndoc facilities

Canndoc’s in-house line cultivated in the Northern facility

California-based Cookies branded medical products in future pipeline

Products

==> picture [103 x 92] intentionally omitted <==

==> picture [103 x 92] intentionally omitted <==

==> picture [103 x 92] intentionally omitted <==

==> picture [105 x 92] intentionally omitted <==

==> picture [108 x 96] intentionally omitted <==

==> picture [109 x 96] intentionally omitted <==

==> picture [108 x 96] intentionally omitted <==

==> picture [102 x 90] intentionally omitted <==

==> picture [102 x 90] intentionally omitted <==

==> picture [102 x 90] intentionally omitted <==

==> picture [103 x 90] intentionally omitted <==

==> picture [89 x 110] intentionally omitted <==

==> picture [69 x 95] intentionally omitted <==

==> picture [75 x 91] intentionally omitted <==

==> picture [84 x 91] intentionally omitted <==

==> picture [79 x 91] intentionally omitted <==

==> picture [86 x 91] intentionally omitted <==

==> picture [103 x 91] intentionally omitted <==

==> picture [103 x 91] intentionally omitted <==

==> picture [103 x 91] intentionally omitted <==

==> picture [65 x 100] intentionally omitted <==

==> picture [63 x 100] intentionally omitted <==

==> picture [64 x 100] intentionally omitted <==

==> picture [84 x 72] intentionally omitted <==

==> picture [84 x 72] intentionally omitted <==

==> picture [84 x 72] intentionally omitted <==

==> picture [84 x 72] intentionally omitted <==

==> picture [84 x 72] intentionally omitted <==

Vapes (TBD) Edibles (TBD) Tablets (TBD) Topicals (TBD)

CONFIDENTIAL | CANNDOC 2021 | 9

Pharmacy strategy overview

Expanding Canndoc’s profitable strategy across new locations

Retail footprint overview

Revenue by retail locations US$ in millions

Currently 121 authorized pharmacies in Israel out of 2,000 pharmacies in total

Medical cannabis is being prescribed by authorized physicians

==> picture [79 x 26] intentionally omitted <==

----- Start of picture text -----

$68.2
----- End of picture text -----

==> picture [169 x 529] intentionally omitted <==

Patients renew licenses every year; prescription for a certain amount of grams

Canndoc’s presence in Israel

==> picture [358 x 348] intentionally omitted <==

----- Start of picture text -----

$36.1
$12.6
Q4 2020E RR FY 2021E
----- End of picture text -----

Canndoc’s GMP products sell to 100% 1 of the authorized pharmacies in Israel

• 40,000+ patients have been treated with

• 2 Canndoc’s medical cannabis products

• Robust growth in Israel pharmacy revenue

• 3 through addition of four new retail locations in 2021 and one additional location in 2022

==> picture [80 x 14] intentionally omitted <==

----- Start of picture text -----

FY2022E
----- End of picture text -----

Note: amounts in US$ millions Note: amounts do not exclude intercompany sales Note: amounts represent medical market only

Note: amounts based on the numbers of 2 of the biggest pharmacies in Israel 1. “Run Rate Revenue” is a non-IFRS measure. See “Non-IFRS Measures” on page 21 of this presentation for additional details.

==> picture [365 x 372] intentionally omitted <==

==> picture [365 x 297] intentionally omitted <==

CONFIDENTIAL | CANNDOC 2021 | 10

Case study: Tel Aviv retail footprint

Medical market patient growth expansion driving exponential revenue growth

Tel-Aviv Retail Location: Hyarkon St. 288

3,500 sq. ft. location – 95% of sales attributed to medical cannabis Sells 100+ kg of cannabis monthly

Upper floor has a dedicated clinic for medical cannabis treatment, consulting, and education.

==> picture [488 x 219] intentionally omitted <==

==> picture [457 x 505] intentionally omitted <==

==> picture [488 x 275] intentionally omitted <==

Note: amounts in US$ millions Note: amounts do not exclude intercompany sales Note: amounts represent medical market only 1. Pro forma full-year figures

1. “CAGR” is a non-IFRS measure. See “Non-IFRS Measures” on page 21 of this presentation for additional details.

Revenue growth

US$ in millions

The Tel Aviv location has an estimated revenue CAGR[2] of 55% through FY2020E - FY2022E

==> picture [484 x 510] intentionally omitted <==

----- Start of picture text -----

55.1% revenue
growth CAGR
$9.1
$7.9
$5.5 [1]
----- End of picture text -----

==> picture [57 x 15] intentionally omitted <==

----- Start of picture text -----

RR-Q4
----- End of picture text -----

==> picture [57 x 14] intentionally omitted <==

----- Start of picture text -----

2020E
----- End of picture text -----

==> picture [58 x 14] intentionally omitted <==

----- Start of picture text -----

2021E
----- End of picture text -----

==> picture [80 x 26] intentionally omitted <==

----- Start of picture text -----

$13.2
----- End of picture text -----

==> picture [152 x 580] intentionally omitted <==

==> picture [58 x 14] intentionally omitted <==

----- Start of picture text -----

2022E
----- End of picture text -----

CONFIDENTIAL | CANNDOC 2021 | 11

Expansion opportunities

European cannabis market

Market is expected to grow to US$3.8B in 2025E from its current size <US$0.5B

Canndoc was the first to receive export approval for cannabis to Europe in Q4 2020

Geographic expansion opportunities

==> picture [32 x 71] intentionally omitted <==

Export opportunities

Relocation opportunities

Population of 500 million

Canndoc’s pro forma balance sheet capital will allow Canndoc to leverage acquisition opportunities in the EU

UK Netherlands[[1]] (US$ 100M)[1]

(US$ 600M)[[1]]

Expansion strategies

1

2

Export to Europe

Israel is a gate to Europe : a market with huge potential in an infant stage

Similar competitive landscape First export of products in Q4 2020

Moving into Europe

1. Similar regulations

2. Favorable pricing model

3. Implementing Canndoc’s model In Europe including retail, clinics and high-quality branded products

Germany (US$ 1.5B)[1]

1. 2025E medical cannabis market size data (Arcview Market Research: 8th Edition)

CONFIDENTIAL | CANNDOC 2021 | 12

Timeline for catalysts & milestones

==> picture [1708 x 785] intentionally omitted <==

----- Start of picture text -----

Q2 Results
Q4 & 2020 YE Results
Recorded first operating profit
Q4: Purchase of 2 [nd] Givol branch,
Purchase of Givol chain [2]
and first commercial export 2022E Plan
2019 Results Expansion
Dec 9: Signed agreement with
Partnership with Cookies Charlotte’s Web Expanding the pharmacy
~US$3M of revenue Ramping up production chain in Israel and Europe
Nov - Announ ced partnerships Launching Cookies Expanding Pha se B of cultivation
with Shamir Medical Center for Jun 9: Signed agreement with Treated 40K+ patients pharmacy and products and preparing for legalization
the study of pediatric autism Organigram
US$40M of revenue and US$137M of revenue, 55% gross
First import made EBITDA of US$10.2M [1] margins, and EBITDA [3] of US$52M [4]
Q 4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 202 2
2019 2020 2021
Q1 Results Q3 Results Pharmacy expansion 2021E Results
Jan 2: Signed partnership Aug 4: Signed agreement Opening 4 new pharmacies US$74M of revenue, 53% gross
with Tilray with Aphria margin, and EBITDA [3] of US$25M [4]
Recorded first positive cash flow
----- End of picture text -----

Note: amounts in US$ millions

1. Figures represent Q4 consolidated 2020E and attributable EBITDA annualized, pro forma for recent Ashdod pharmacy acquisition 2. Acquired majority interest through 50.1% interest of Cannolam

==> picture [82 x 14] intentionally omitted <==

----- Start of picture text -----

Historical
----- End of picture text -----

==> picture [70 x 14] intentionally omitted <==

----- Start of picture text -----

Forecast
----- End of picture text -----

1. “EBITDA” is a non-IFRS measure. See “Non-IFRS Measures” on page 21 of this presentation for additional details. 4. Reflects consolidated revenue and attributable EBITDA estimates

CONFIDENTIAL | CANNDOC 2021 | 13

Revenue growth

==> picture [873 x 369] intentionally omitted <==

----- Start of picture text -----

7.3X
$7.1
$1.2
$3.5
$5.9
$1.4
Q1 2020A Q2 2020A Q3 2020A
----- End of picture text -----

2020E Quarterly revenue US$ in millions Givol Pharmacy Chain[2] Canndoc GMP Branded Products

==> picture [265 x 325] intentionally omitted <==

----- Start of picture text -----

$9.9
$2.9
$7.0
Q4 2020E [1]
----- End of picture text -----

2021E Quarterly revenue US$ in millions

==> picture [1661 x 414] intentionally omitted <==

----- Start of picture text -----

2021E Quarterly revenue $26.7
$22.1
Givol Pharmacy Chain [2] $9.5
$18.0
International
$9.2
Canndoc GMP Branded Products
$4.7
$8.6
$10.4 $1.6
$3.4
$12.6
$11.3
$9.4
$6.9
Q1 2021E Q2 2021E Q3 2021E Q4 2021E
Note: Metrics reflect consolidated financials.
YoY
6 66% 412% 212% 170 %
Note: Amounts represent only the medical market. Growth
----- End of picture text -----

==> picture [44 x 84] intentionally omitted <==

1.00 NIS to 0.31 USD. Note: Metrics reflect consolidated financials. Note: Amounts represent only the medical market. 1. Pro forma for recent Ashdod acquisition. 2. Excludes intercompany sales.

CONFIDENTIAL | CANNDOC 2021 | 14

Financial overview

==> picture [809 x 350] intentionally omitted <==

----- Start of picture text -----

Revenue & growth
$137.3
US$ in millions
85%
$74.4
88%
$39.6
92%
$20.6
582%
$3.0
2019A 2020E Q4 2020E Run-Rate [1] 2021E 2022E
----- End of picture text -----

Gross profit & margin US$ in millions

==> picture [793 x 309] intentionally omitted <==

----- Start of picture text -----

US$ in millions $75.5
55%
$39.4
53%
$18. 4
$9.9 46%
$0.4 48%
13%
2019A 2020E Q4 2020E Run-Rate [1] 2021E 2022E
----- End of picture text -----

Cash flow metrics US$ in millions

2 Adjusted EBITDA & margin US$ in millions

==> picture [807 x 332] intentionally omitted <==

----- Start of picture text -----

$51.5
US$ in millions 42%
$24.6
38%
$10.2
$4.9 29%
3.7 27%
$( )
NM
2020E Q4 2020E Run-Rate [1] 2021E 2022E
2019A
----- End of picture text -----

==> picture [207 x 60] intentionally omitted <==

----- Start of picture text -----

Operating cash flow
Free cash flow
----- End of picture text -----

==> picture [36 x 57] intentionally omitted <==

==> picture [814 x 223] intentionally omitted <==

----- Start of picture text -----

$34.8
$21.6
$15.6
$14.2
$8.3
$3.9
$(3.6) $(12.5) $1.6 $(4.5)
Q4 2020E 2021E 2022E
2020E
Run-Rate [1]
2019A
----- End of picture text -----

Note: Revenue, gross profit, gross margin and EBITDA margin reflect consolidated financials; adjusted EBITDA and cash flow metrics reflect attributable financials net of minority interest. Note: Amounts represent only the medical market.

1.00 NIS to 0.31 USD.

1. Pro forma for recent Ashdod acquisition.

2. “EBITDA” is a non-IFRS measure. See “Non-IFRS Measures” on page 21 of this presentation for additional details.

CONFIDENTIAL | CANNDOC 2021 | 15

Transaction overview

Transaction highlights

Pro forma capitalization

(US$ millions)

InterCure equity valued at $300 million

$225.0 million proceeds from funds in escrow post-redemptions[1]

$65.0 million PIPE committed to support deal Satisfying required cash for closing

Transaction expected to close in April 2021

	(US$ millions)
	Total Shares Outstanding1,3 Issue Price		69 $10.00
	Equity Value		687
	Less: Pro Forma Cash on Hand		(286)
	Pro Forma Enterprise Value		400
	TradingMetrics	2020E RR1	2022E 2.9x 137 7.8x 52 2021E 5.4x 74 16.3x 25
	TEV / Revenue Revenue5 TEV / EBITDA EBITDA6, 8	10.1x 40 39.3x 10

Pro forma ownership

Sources & uses

(US$ millions)

==> picture [460 x 282] intentionally omitted <==

----- Start of picture text -----

PIPE Investors
9%
IPO Investors
37%
Canndoc
Sponsor [2]
44%
10%
----- End of picture text -----

	(US$ millions)
	Sources Funds in Escrow1 225 PIPE Proceeds 65 Share Consideration For Target Equity 300 Canndoc Net Cash on Hand7 11
	Total Sources 601
	Uses Purchase Price Paid in Equity 300 Cash Transaction Costs 15 RemainingWorkingCapital 286
	Total Uses 601

1. Consolidated revenue figures, including revenue attributable to minority interest of 49.99% in CannOlam

1. Assumes no redemptions on total amount in escrow of $225.0M

1. EBITDA net of earnings attributable to minority interest of 49.99% in CannOlam

2. Up to 5.2M shares forfeitable by sponsor subject to certain thresholds at closing. Forfeitable founders shares subject to cash on hand at closing above $155 million; transferred shares may be re-earned in the event the 5-day VWAP meets or exceeds US$13.00 within 30 days of closing

3. Fully-diluted including Class A and Class B rights - Includes 25.3M fully-diluted Class A shares, 6.8M (including shares to underwriters) sponsor shares, 30.0M shares to target, and 6.5M PIPE shares

4. Net of US$0.1 of Canndoc debt

5. “EBITDA” is a non-IFRS measure. See “Non-IFRS Measures” on page 21 of this presentation for additional details.

6. Figures represent Q4 2020E annualized, pro forma for recent Ashdod pharmacy acquisition

CONFIDENTIAL | CANNDOC 2021 | 16

Comparable companies benchmarking

4 CY2019A - CY2022E Revenue CAGR

==> picture [1719 x 414] intentionally omitted <==

----- Start of picture text -----

257%
Median CAGR - 95%
162%
155%
99%
95%
70%
58%
37%
17%
Canndoc [1] Clever Leaves IM Cannabis Curaleaf Tilray/Aphria [2] GTI Trulieve Canopy Aurora
5
2020E Median - 29%
CY 2020E Q4 RR [3]
EBITDA margins
2021E Median - 33% CY 2021E
46% 46%
45% 2022E Median - 35% CY 2022E
----- End of picture text -----

5 EBITDA margins

==> picture [1713 x 332] intentionally omitted <==

----- Start of picture text -----

46% 46%
45% 2022E Median - 35% CY 2022E
42%
38%
37%
37%
35% 35%
34% 34%
31%
29%
29%
23%
16%
14%
11%
6%
5% 5%
4%
neg neg neg neg neg
Canndoc [1] Trulieve GTI Curaleaf Tilray/Aphria [2] IM Cannabis Aurora Clever Leaves Canopy
----- End of picture text -----

1. Canndoc figures represent Q4 2020E annualized, pro forma for recent Ashdod pharmacy acquisition; reflects consolidated revenue and margin figures 2. Reflects figures pro forma Aphria acquisition 3. Figures based off run-rate annualized Q4 2020E

2. “CAGR” is a non-IFRS measure. See “Non-IFRS Measures” on page 21 of this presentation for additional details.

3. “EBITDA” is a non-IFRS measure. See “Non-IFRS Measures” on page 21 of this presentation for additional details. Source: Capital IQ, Company filings. Notes: Market data as at Jan. 21, 2021; Years represent calendar years; “neg” denotes negative figures. Adjusted for subsequent events; $USDCAD rate of 1.262

CONFIDENTIAL | CANNDOC 2021 | 17

• (cont’d)

• Comparable companies benchmarking

Enterprise Value / Revenue

(Figures in multiples)

==> picture [1740 x 711] intentionally omitted <==

----- Start of picture text -----

25.5 2020E Median - 11.0x CY 2020E Q4 RR [3]
22.4 2021E Median - 7.8x CY 2021E
20.6
CY 2022E
18.9 2022E Median - 5.9x
15.8
12.2
11.0
10.1 10.0
9.1 9.5 9.0
8.4
8.0 7.8
7.4 7.2
5.4 6.1 6.2 5.9 5.8
5.0
4.4
2.9 2.7 2.3
Canndoc [1,5] Canopy IM Cannabis Clever Leaves Tilray/Aphria [2] Curaleaf GTI Aurora Trulieve
7
Enterprise Value / EBITDA
(Figures in multiples)
2020E Median - 34.3x
CY 2020E Q4 RR [3]
2021E Median - 19.7x CY 2021E
CY 2022E
2022E Median - 14.7x
84.7
51.3
48.6
39.3
35.8
29.4
26.9
23.1
19.4
16.3 17.3 17.0 16.0
12.5 12.8
7.8 9.4
6.3
nmf neg neg nmf [4] neg nmf [4] neg neg nmf [4]
Canndoc [1,6] Curaleaf GTI Trulieve Tilray/Aphria [2] IM Cannabis Aurora Clever Leaves Canopy
----- End of picture text -----

1. Canndoc figures represent Q4 2020E annualized, pro forma for recent Ashdod pharmacy acquisition

2. Reflects figures pro forma Aphria acquisition

3. Figures based off run-rate annualized Q4 2020E

4. Excludes outlier multiples greater than 100.0x

5. Consolidated revenue figures, including minority interest of 49.99% in CannOlam

6. EBITDA net of earnings attributable to minority interest of 49.99% in CannOlam

7. “EBITDA” is a non-IFRS measure. See “Non-IFRS Measures” on page 21 of this presentation for additional details. Source: Capital IQ, Company filings.

8. Notes: Market data as of Jan. 8, 2021; Years represent calendar years; “neg” denotes negative figures. Adjusted for subsequent events; $USDCAD rate of 1.262

CONFIDENTIAL | CANNDOC 2021 | 18

==> picture [549 x 549] intentionally omitted <==

Appendix

==> picture [188 x 943] intentionally omitted <==

CONFIDENTIAL | CANNDOC 2021 | 19

R&D initiatives

Canndoc’s success in its R&D initiatives has enabled the Company to establish a reputable brand and to build significant credibility with regulators

Pediatric / Young Adult Autism Study

Stage of study

Phase 3

Cost

US$100,000 per quarter

==> picture [193 x 89] intentionally omitted <==

==> picture [219 x 57] intentionally omitted <==

Study description

Partnering with the Asaf Harofeh Hospital

Characterize the effects of medicinal cannabis in different THC:CBD ratios on associated morbidity on the Autistic spectrum

To examine the influence of cannabis treatment on cognitive and adjacent capabilities

Test the levels of THC and CBD in children treated with cannabis

Significance

Relieve symptoms of the morbidity associated with autistic spectrum disorder

[Not THC and CBD based, on all other cannabinoids and molecules]

==> picture [757 x 531] intentionally omitted <==

CONFIDENTIAL | CANNDOC 2021 | 20

Disclosures

DISCLAIMER

This presentation, as supplemented or amended from time to time, has been prepared in connection with the proposed qualifying transaction of Subversive Real Estate Acquisition REIT LP (“Subversive”), pursuant to which Subversive intends to merge with InterCure Ltd. (“InterCure”) (the “qualifying transaction”). This presentation is not, and under no circumstances is to be construed as, an advertisement or a public offering in Canada of the securities referred to in this presentation. No securities commission or similar authority in Canada has reviewed or in any way passed upon this presentation or the merits of the securities described herein and any representation to the contrary is an offence.

The information concerning InterCure in this presentation represents Subversive’s understanding of, and is based on, information made available to Subversive by InterCure as at the date of this presentation and other publicly available information.

Investing in securities of Subversive involves risks. See “Risk Factors” in Canndoc’s annual information form dated February 12, 2020, a copy of which is available on the SEDAR website at www.sedar. com under Canndoc’s profile, and the risk factors listed below.

NON-IFRS FINANCIAL MEASURES

This presentation refers to certain financial measures, such as EBITDA, Total Enterprise Value, Run Rate Revenue and Compound Annual Growth Rate (“CAGR”), which are not measures recognized under IFRS and do not have a standardized meaning prescribed by IFRS. As a result, these measures may not be comparable to similar measures reported by other corporations. These measures are intended to provide additional information to the user and should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS. “EBITDA” is defined as net income adjusted to exclude interest, income taxes, depreciation and amortization. “Total Enterprise Value” is defined as market capitalization plus total debt outstanding less cash on hand. “Run Rate Revenue” is defined as revenue of the company, annualized. “CAGR” is defined as the compound annual growth rate in the company’s revenue during the performance period.

FORWARD-LOOKING STATEMENTS

the assumptions and analysis underlying such statements are reasonable as of the date hereof, you are cautioned not to place undue reliance on these statements.

Certain information in this presentation may constitute “forward-looking information” within the meaning of applicable securities legislation. Forward-looking information may relate to Subversive, the Sponsor, the resulting issuer following closing of the qualifying transaction (the “qualifying transaction”), InterCure or their respective affiliates’ future outlook and anticipated events or results and may include statements regarding the financial position, business strategy, growth strategy, budgets, operations, financial results, taxes, dividends, plans and objectives of the resulting issuer and InterCure, as the case may be. Particularly, statements regarding future results, performance, achievements, prospects or opportunities of Subversive, the resulting issuer, InterCure or their respective affiliates are forward looking statements. The forward-looking information in this presentation is based on certain assumptions, including, without limitation, the closing of the qualifying transaction, receipt of all required regulatory approvals, and the expected timing related thereto, the resulting issuer’s future objectives and strategies to achieve those objectives as well as other statements with respect to management’s beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Generally, forward-looking information can be identified by use of words such as “outlook”, “objective”, “may”, “could,”, “would”, “will”, “expect”, “intend”, “estimate”, “forecasts”, “project”, “seek”, “anticipate”, “believes”, “should”, “plans” or “continue”, and other similar terminology.

Although management of Subversive, the Sponsor and their respective affiliates have attempted to identify important factors that could cause actual results to differ materially from those contained in forward- looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Subversive, the Sponsor and their respective affiliates do not undertake to update any forward-looking statements that are contained herein, except as required by applicable securities laws. See “Appendix A - Certain Risk Factors” below for a description of certain risks faced by Subversive.

CERTAIN OTHER MATTERS

Subversive expressly disclaims any liability for all facts, analyses, projections, representations and warranties, express or implied, contained in this presentation other than as required under applicable law. All dollar amounts in this presentation are stated in U.S. dollars and references to dollars or “$” are to U.S. currency. No definitive agreements have been entered into between Subversive and any counter-parties with respect to the qualifying transaction and accordingly, any terms described herein are indicative terms only. This presentation is “Confidential Information” as defined in, and for purposes of, the confidentiality agreement between the recipient and Subversive. Securities legislation in certain of the Canadian provinces provides purchasers, in addition to any other rights they may have at law, with a remedy for rescission or damages where an offering memorandum, such as this presentation, or any amendment to it, and in some cases, advertising and sales literature used in connection therewith, contains a misrepresentation. Please see Appendix C for more details and consult your legal advisor in respect thereof.

Forward-looking statements are based on the opinions and estimates of management of Subversive, the Sponsor or their respective affiliates, as the case may be, as of the date such statements are made, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements of Subversive, the resulting issuer and the InterCure or their respective affiliates, as the case may be, to be materially different from those expressed or implied by such forward-looking statements. Although management of Subversive, the Sponsor or their respective affiliates, as the case may be, believe

==> picture [761 x 119] intentionally omitted <==

CONFIDENTIAL | CANNDOC 2021 | 21

Disclosures

CAUTIONARY NOTE REGARDING UNITED STATES SECURITIES LAWS

This presentation does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities of Subversive, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities of Subversive have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. persons,” as such term is defined in Regulation S under the U.S. Securities Act, unless an exemption from such registration is available

transfer of cannabis, THC and any related drug paraphernalia is illegal and any such acts are criminal acts under any and all circumstances under the CSA. Although the resulting issuer’s activities are expected to be compliant with applicable United States state and local law, strict compliance with state and local laws with respect to cannabis does not absolve the resulting issuer of liability under United States federal law, nor does it provide a defense to any federal proceeding which may be brought against the resulting issuer.

U.S. CANNABIS DISCLAIMER

The United States federal government regulates certain drugs through the Controlled Substances Act (the “CSA”) and through the Food, Drug & Cosmetic Act (“FDCA”). The CSA schedules controlled substances, including “marihuana” (defined as all parts of the plant Cannabis sativa L. containing more than 0.3 percent THC), based on their approved medical use and potential for abuse. Marihuana, also referred to as cannabis, is classified as a Schedule I controlled substance. The Drug Enforcement Administration (“DEA”), an agency of the U.S. Department of Justice, defines Schedule I drugs, substances or chemicals as “drugs with no currently accepted medical use and a high potential for abuse.” The U.S. Food and Drug Administration (the “FDA”), which implements and enforces the FDCA, regulates, among other things, drugs used for the diagnosis or treatment of diseases. The FDA has not approved cannabis as a safe and effective treatment for any medical condition. The FDA has approved drugs containing CBD, a component of the plant cannabis sativa L., for a narrow segment of medical conditions.

State laws that permit and regulate the production, distribution and medicaluse of cannabis or adult-(recreational) use of cannabis are in direct conflict with the CSA, which makes cannabis and THC distribution and possession federally illegal. Although certain states and territories of the U.S. authorize medicaluse cannabis or adult-use cannabis production and distribution by licensed or registered entities, under U.S. federal law, the possession, cultivation, and

==> picture [761 x 119] intentionally omitted <==

CONFIDENTIAL | CANNDOC 2021 | 22

Certain Risk Factors

• Canndoc may be unable to attract or retain key personnel with sufficient experience in the cannabis industry, and Canndoc may be unable to attract, develop and retain additional employees required for Canndoc’s development and future success;

Canndoc’s pharmaceutical-grade cannabis products, and these regulatory approvals are subject to ongoing compliance requirements, reporting obligations and fixed terms requiring renewal;

SUBVERSIVE RISK FACTORS

Factors that may cause Canndoc’s results to differ from those anticipated include, but are not limited to:

• Research on the effects of cannabis has been limited and future clinical trials may be expensive, time consuming, uncertain, susceptible to change, delay or termination, and may lead to conclusions that dispute or conflict with Canndoc’s understanding and belief regarding the medical benefits, viability, safety, efficacy and dosing of cannabis;

• Canndoc may become subject to liability arising from any fraudulent or illegal activity by Canndoc’s employees, contractors, consultants and others;

may lead to conclusions that dispute or conflict with Canndoc’s understanding and belief

• Canndoc’s ability to complete the qualifying transaction, expected timing related thereto, and its potential success;

  • Canndoc may experience breaches of security at Canndoc’s facilities or losses as a result of, but not limited to, theft;

• The medical-use cannabis industry and market may not continue to exist or develop as Canndoc anticipates and Canndoc may ultimately be unable to succeed in this industry and market;

• The expected benefits of the qualifying transaction to, and resulting treatment of, holders of Restricted Voting Units, Proportionate Voting Units, Rights and Subscription Receipts;

• If Canndoc sustains cyber-attacks or other privacy or data security incidents that result in security breaches that disrupt Canndoc’s operations or result in the unintended dissemination of protected personal information or proprietary or confidential information, or Canndoc is found by regulators to be noncompliant with statutory requirements for protection and/or storage of personal data, Canndoc could suffer a loss of revenue and increased costs, exposure to significant liability, reputational harm and other serious negative consequences;

• Canndoc competes for market share with companies that may have longer operating histories, more financial resources, and greater manufacturing and marketing experience than us;

• The anticipated effects of the qualifying transaction;

• Legal and illegal use of cannabis for non-medical purposes may have a significant negative effect on the medical-use cannabis industry and Canndoc’s pharmaceutical-grade cannabis business;

• The redemption amount in respect of the Restricted Voting Units;

• Canndoc is exposed to risks related to the laws of various countries as a result of Canndoc’s international operations

• The intention of Subversive to pay, preserve, protect and grow unitholders’ distributions;

• Canndoc plans to rely on third parties to conduct certain elements of Canndoc’s production and distribution and to perform other tasks for us. If these third parties do not successfully carry out their contractual duties, meet expected deadlines or comply with regulatory requirements, Canndoc may not be successful in commercializing Canndoc’s products;

• Canndoc’s financial performance following the qualifying transaction;

• Canndoc’s business is subject to, or may become subject to, a variety of U.S. and foreign laws relating to the production and distribution of cannabis, many of which are unsettled and still developing, and which could subject Canndoc to claims or otherwise harm Canndoc’s business;

• The ability of Subversive to execute its growth strategies;

• Subversive’s competitive position within its industry;

• We, or the medical-use cannabis industry more generally, may receive unfavorable publicity or become subject to negative patient, physician or investor perception;

• Canndoc may be unable to sustain Canndoc’s revenue growth and development;

• Expectations for regulatory and/or competitive factors related to the real estate and cannabis industries generally;

  • Canndoc may be unable to expand Canndoc’s operations quickly enough to meet demand or manage Canndoc’s operations beyond their current scale;

• Canndoc is subject to risks inherent in an agricultural business, which include but are not limited to the risk of crop failure;

• The listing or continued listing of the Limited Partnership Units;

• Canndoc may not be able to secure adequate or reliable sources of funding required to operate Canndoc’s business or increase Canndoc’s production to meet patient demand for Canndoc’s products;

• Canndoc has a limited operating history upon which investors can evaluate Canndoc’s future prospects;

• Provisions in the Second Amended and Restated Limited Partnership Agreement;

• The unaudited pro forma financial information incorporated in this document may not be

• Canndoc will incur increased costs as a result of operating as a public company listed on a Canadian and/or U.S. securities exchange and Canndoc’s management will be required to devote substantial time to new compliance initiatives

indicative of what the actual financial position or results of operations would have been;

• The number of Limited Partnership Units and Proportionate Voting Units outstanding following the qualifying transaction;

• Canndoc may be adversely impacted by the failure of any of Canndoc’s joint ventures or by Canndoc’s failure, or the failure of Canndoc’s joint venture partners, to fulfill obligations to the joint venture;

• Expectations regarding future director and executive compensation levels and plans;

• As a “foreign private issuer,” Canndoc is permitted, and intend, to follow certain home country corporate governance practices instead of otherwise applicable SEC and Nasdaq Capital Market requirements, which may result in less protection than is accorded to investors under rules applicable to domestic U.S. issuers;

• The expected tax treatment of Subversive and of Subversive’s distributions to unitholders;

• Canndoc’s investments in Canndoc’s current or future joint ventures may be adversely affected by Canndoc’s lack of sole decision-making authority and disputes between Canndoc and Canndoc’s joint venture partners;

• Canndoc may not be able to successfully identify and execute strategic alliances or other relationships with third parties or to successfully manage the impacts of acquisitions, dispositions or relationships on Canndoc’s operations;

• Expected industry trends;

• If Canndoc is not able to comply with all safety, health and environmental regulations applicable to Canndoc’s operations and the medical-use cannabis industry, Canndoc may be held liable for any breaches of those regulations;

• General economic trends;

• International expansion of Canndoc’s business exposes Canndoc to business, regulatory, political, operational, financial, economic and other potential risks associated with doing business outside of Israel;

• Fluctuations in interest rates; and

• Canndoc may not be able to transport Canndoc’s pharmaceutical-grade cannabis-based products using methods that are safe, efficient and that comply with applicable regulations;

• Other factors that will be discussed under “Risk Factors” in the non-offering prospectus, when available.

• A breakdown in Canndoc’s information technology systems could

• Canndoc’s pharmaceutical-grade cannabis-based products may be subject to recalls for a variety of reasons, which could require Canndoc to expend significant management and capital resources;

result in a significant disruption to Canndoc’s business;

• Canndoc faces operational risk;

INTERCURE RISK FACTORS

• Canndoc’s performance will be subject to fluctuations in foreign exchange rates;

• Canndoc may be subject to product liability claims or regulatory action if Canndoc’s products are alleged to have caused significant loss or injury. This risk is exacerbated by the fact that cannabis use may increase the risk of serious adverse side effects;

Factors that may cause Canndoc’s results to differ from those anticipated include, but are not limited to:

• Canndoc is subject to privacy and information security risks;

• Significant interruptions in Canndoc’s access to certain key inputs such as raw materials, electricity, water and other utilities may impair Canndoc’s cultivation of pharmaceutical-grade cannabis;

• Canndoc will be subject to financial reporting and other public company requirements;

• The medical-use cannabis industry in Israel and other countries is highly regulated and new laws or regulations or changes to existing laws or regulations or changes in their enforcement or application could materially and adversely affect Canndoc’s business;

• Canndoc’s equity compensation plan may adversely impact its financial results;

==> picture [761 x 119] intentionally omitted <==

• Canndoc is, and will continue to be, dependent upon regulatory approvals and licenses for Canndoc’s ability to produce, import and distribute

• Canndoc may be subject to legal proceedings from time to time;

• Certain events or developments in the regulated cannabis industry more generally and social media may impact Canndoc’s reputation;

• Canndoc may be subject to risks related to the protection and enforcement of intellectual property rights, and may become subject to allegations that Canndoc or Canndoc’s joint venture partners are in violation of intellectual property rights of third parties;

• Canndoc’s reliance on third parties requires Canndoc to share trade secrets and other intellectual property, which increases the possibility that a competitor will discover them or that Canndoc’s trade secrets and other intellectual property will be misappropriated or disclosed;

• Intellectual property rights of third parties could adversely affect Canndoc’s ability to commercialize Canndoc’s products, and Canndoc might be required to litigate or obtain licenses from third parties in order to develop or market Canndoc’s products. Such litigation or licenses could be costly or not available on commercially reasonable terms;

• Canndoc may not realize the full benefit of preclinical studies or clinical

trials using Canndoc’s GMP-certified products for various indications;

• Canndoc may not own intellectual property developed under joint venture arrangements;

• Potential political, economic and military instability in the State of Israel, where Canndoc’s senior management, Canndoc’s head executive office and production facilities are located, may adversely affect Canndoc’s results of operations;

• Canndoc’s operations may be disrupted as a result of the obligation of Israeli citizens to perform military service;

• Provisions of Israeli law may delay, prevent or otherwise impede a merger with us, or an acquisition of us, which could prevent a change of control, even when the terms of such a transaction are favorable to Canndoc and Canndoc’s shareholders;

• Because a certain portion of Canndoc’s expenses is incurred in currencies other than the Canadian dollar, Canndoc’s results of operations may be harmed by currency fluctuations and inflation;

• Canndoc’s operations may be affected by negative labor conditions in Israel; and

• Other factors that will be discussed under “Risk Factors” in the non-offering prospectus, when available.

CONFIDENTIAL | CANNDOC 2021 | 23