Subversive Acquisition LP — M&A Activity 2021

Mar 16, 2021

The Instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

LETTER OF TRANSMITTAL

WITH RESPECT TO THE RESTRICTED VOTING UNITS AND PROPORTIONATE VOTING UNITS OF

SUBVERSIVE ACQUISITION LP

Please read the Instructions set out below and the management information circular of Subversive Acquisition LP (“Subversive LP”) dated March 9, 2021 (the “Circular”) carefully before completing this letter of transmittal (the “Letter of Transmittal”). Capitalized terms used but not defined in this Letter of Transmittal have the meanings set out in the Circular.

This Letter of Transmittal is for use by registered holders (“ Unitholders ”) of Restricted Voting Units (the “ RVUs ”) and Proportionate Voting Units (the “ PVUs ”, and together with the RVUs, the “ Units ”) of Subversive LP in connection with the proposed plan of arrangement (the “ Arrangement ”) involving Subversive LP, Intercure Ltd. (“ Intercure ”), Canndoc Acquisition Subco Ltd. (a wholly-owned subsidiary of Intercure) (the “ Purchaser ”), Subversive Real Estate Acquisition REIT (GP) Inc. and Subversive Real Estate Sponsor LLC, that is being submitted for approval at the special meeting (the “ Meeting ”) of the Unitholders to be held on April 6, 2021 as described in an information circular and proxy statement dated March 9, 2021 (the “ Circular ”). You are urged to read the Circular, which contains additional details relating to the Arrangement and related transactions. Unitholders should consult their own investment and tax advisors prior to submitting a Letter of Transmittal.

OLYMPIA TRUST COMPANY (THE “DEPOSITARY”) (SEE THE LAST PAGE FOR ADDRESS AND TELEPHONE NUMBERS) OR YOUR BROKER OR OTHER FINANCIAL ADVISOR WILL BE ABLE TO ASSIST YOU IN COMPLETING THIS LETTER OF TRANSMITTAL

This Letter of Transmittal is for use by Unitholders only or their authorized representatives and is not to be used by beneficial holders of Units that are not also registered holders of Units (“ Beneficial Unitholders ”). A Beneficial Unitholder does not have Units registered in its name; rather, such Units are held by an intermediary on its behalf. If you are a Beneficial Unitholder, you should contact your intermediary for instructions and assistance in receiving consideration for such Units.

Pursuant to the Plan of Arrangement, following the Effective Time, Unitholders will be entitled to receive, in exchange for each Unit, such number ordinary shares in the capital of Intercure (the “ Intercure Shares ”) based on the exchange ratio (the “ Exchange Ratio ”) calculated pursuant to the Arrangement Agreement dated February 9, 2021 between Subversive LP, Intercure, Purchaser, Subversive Real Estate Acquisition REIT (GP) Inc. and Subversive Real Estate Sponsor LLC (the “ Arrangement Agreement ”). Unitholders are not entitled to receive fractional Intercure Shares in connection with the Arrangement. The number of Intercure Shares to be issued to any particular Unitholder will be rounded down to the nearest whole Intercure Share.

In order for Unitholders to receive Intercure Shares for their Units, Unitholders are required to deposit the certificates representing the Units held by them with the Depositary. This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany all certificates for Units deposited (the “ Deposited Units ”) for Intercure Shares.

Delivery of this Letter of Transmittal to an address other than as set forth herein will not constitute a valid delivery. If Units are registered in different names, a separate Letter of Transmittal must be submitted for each different registered owner.

Please note that the delivery of this Letter of Transmittal, together with the certificate(s) representing your Units, does not constitute a vote in favour of the Arrangement. To exercise your right to vote at the Meeting, you must complete and return the applicable form of proxy that accompanies the Circular to the Subversive

LP’s transfer agent and registrar, Olympia Trust Company (the “Transfer Agent”), all in accordance with the directions set forth in the Circular.

DIRECTION

TO: OLYMPIA TRUST COMPANY, at its offices set out herein.

AND TO: SUBVERSIVE ACQUISITION LP

AND TO: INTERCURE LTD.

Restricted Voting Units

In connection with the Arrangement being considered for approval at the Meeting, the undersigned delivers to you the enclosed certificate(s) for Restricted Voting Units. The following are the details of the enclosed certificate(s):

Certificate Number(s)	Name in Which Registered	Number of Restricted Voting Units Deposited
TOTAL:

(If space is not sufficient, please attach a list in the above form)

Proportionate Voting Units

In connection with the Arrangement being considered for approval at the Meeting, the undersigned delivers to you the enclosed certificate(s) for Proportionate Voting Units. The following are the details of the enclosed certificate(s):

Certificate Number(s)	Name in Which Registered	Number of Proportionate Voting Units Deposited
TOTAL:

(If space is not sufficient, please attach a list in the above form)

REPRESENTATIONS, WARRANTIES, COVENANTS AND ACKNOWLEDGEMENTS

By completing and signing this Letter of Transmittal, the undersigned hereby represents and warrants that:

• (a) the undersigned has received a copy of, and read, the Circular;

• (b) the undersigned is the registered owner of the Deposited Units and has full power and authority to deposit, sell, assign and transfer such Deposited Units and has not sold, assigned or transferred or agreed to sell, assign or transfer any of such Deposited Units, or any interest therein, to any other person;

• (c) the undersigned, or the person on whose behalf the Deposited Units are being deposited, has good title to and is the beneficial owner of the Deposited Units, free and clear of all liens, restrictions, charges, encumbrances, claims and rights of others;

• (d) the undersigned has the full power and authority to execute and deliver this Letter of Transmittal and to deposit, sell, assign, transfer and deliver the Deposited Units in accordance with the Arrangement ;

• (e) the Deposited Units have not been sold, assigned or transferred nor has any agreement been entered into to sell, assign or transfer any such Securities to any other person;

• (f) all information inserted by the undersigned into this Letter of Transmittal is accurate;

• (g) the delivery of Units by the undersigned under this Letter of Transmittal does not violate any laws applicable to the undersigned; and

• (h) unless the undersigned shall have revoked this Letter of Transmittal by notice in writing given to the Depositary prior to the Effective Date, the undersigned will not, prior to such time, transfer or permit to be transferred any of its Units.

The above-listed unit certificates are hereby surrendered in exchange for instruments evidencing ownership of Intercure Shares in accordance with the Exchange Ratio.

Unitholders who do not deliver their certificate(s) representing Units and all other documents required by the Depositary on or before the sixth anniversary of the Effective Date shall lose their right to receive Intercure Shares and will not be paid any cash or other compensation.

The undersigned hereby covenants to execute, upon request, any additional documents, transfers and other assurances as may be necessary or desirable to complete the deposit of the Deposited Units.

The undersigned acknowledges that Subversive LP and Intercure may be required to disclose personal information in respect of the undersigned to (a) stock exchanges or securities regulatory authorities, (b) the Transfer Agent, (c) any of the parties to the Arrangement, and (d) legal counsel to any of the parties to the Arrangement.

The undersigned revokes any and all authority, other than as granted in this Letter of Transmittal, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Units being transmitted. No subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, will be granted with respect to the transmitted Units.

By reason of the use by the undersigned of an English language Letter of Transmittal, the undersigned and each of you shall be deemed to have required that any contract in connection with the delivery of the Intercure Shares pursuant to the Arrangement through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l’utilisation d’une lettre d’envoi en langue anglaise par le soussigné, le soussigné et les destinataires sont présumés avoir requis que tout contrat attesté par ceci et son acceptation au moyen de la présente lettre d’envoi, de même que tous les documents qui s’y rapportent, soient rédigés exclusivement en langue anglaise .

By virtue of the execution of this Letter of Transmittal, shall be deemed to have agreed that Intercure reserves the absolute right to reject any and all deposits which Intercure determines not to be in proper form or which may be

unlawful for it to accept under the laws of any jurisdiction and that Intercure reserves the absolute right to waive any defect or irregularity in the deposit of any Units and acknowledges that there shall be no duty or obligation on Intercure, the Transfer Agent or any other person to give notice of any defect or irregularity in any deposit and no liability shall be incurred by any of them for failure to give such notice;

If the Arrangement is not completed or proceeded with, the enclosed certificate(s) in respect of the Deposited Units and all other ancillary documents will be returned forthwith to the undersigned at the address set out below or, if no instructions are given, to the address if any, of the undersigned as appears on the unit register maintained by the Transfer Agent.

The undersigned irrevocably constitutes and appoints each director and officer of Intercure and any other person designated by Intercure in writing, the true and lawful agent and attorney of the undersigned to do such acts or take such actions in the name of or on behalf of the undersigned with respect to the exchange of the undersigned’s Units for Intercure Shares in accordance with the Arrangement (such power of attorney being deemed to be an irrevocable power coupled with an interest); and

Each authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

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BOX A BOX B
PAYMENT AND DELIVERY INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
 ISSUE the Intercure Shares in the name of: To be completed ONLY if the Intercure Shares to which the
undersigned is entitled under the Arrangement is to be sent to
(please print or type) someone other than the person shown in Box A or to an address
other than the address shown on Box A
(Name) (Signature of Unitholder or authorized representative)
(Street Address and Number) (Signature of any joint holder)
(City and Province or State) (City and Province or State)
(Country and Postal (Zip) Code) (Country and Postal (Zip) Code)
– –
(Telephone Business Hours) (Telephone Business Hours)
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BOX C – SPECIAL PICK-UP INSTRUCTIONS

 hold for pick-up at the office of the Depositary where Units were deposited

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BOX D – SIGNATURE GUARANTEE BOX E – SIGNATURE
Signature guaranteed by Dated:
(if required under Instruction 3):
Authorized Signature (Street Address and Number)
Name of Guarantor (please print or type) (Signature of any joint holder)
Address (please print or type) (Name of Unitholder)
Area Code and Telephone Number (Name of authorized representative)
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INSTRUCTIONS

1. Use of Letter of Transmittal

• (a) Unitholders should read the accompanying Circular prior to completing this Letter of Transmittal.

• (b) This Letter of Transmittal duly completed and signed (or an originally signed facsimile or pdf copy thereof) together with accompanying certificates representing the Units and all other required documents must be sent or delivered to the Depositary at the address set out on the back of this Letter of Transmittal.

• (c) The method used to deliver this Letter of Transmittal and any accompanying certificates representing Units is at the option and risk of the Unitholder, and delivery will be deemed effective only when such documents are actually received by the Depository. Subversive LP recommends that the necessary documentation be hand delivered to the Depositary at the address specified on the last page of this Letter of Transmittal, and a receipt obtained; otherwise the use of registered mail with return receipt requested, properly insured, is recommended. Unitholders whose Units are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing those Units. Delivery to an address other than to the specified address does not constitute delivery for this purpose.

• (d) Intercure reserves the right if it so elects in its absolute discretion to instruct the Depositary to waive any defect or irregularity contained in any Letter of Transmittal or accompanying certificate representing Units received by it.

2. Signatures

• (a) This Letter of Transmittal must be completed and signed by the holder of Units or by such holder’s duly authorized representative.

• (b) If this Letter of Transmittal is signed by the registered owner(s) of the accompanying certificate(s), such signature(s) on this Letter of Transmittal must correspond with the names(s) as registered or as written on the face of such certificate(s) without any change whatsoever, and the certificate(s) need not be endorsed. If such deposited certificate(s) are owned of record by two or more joint owners, all such owners must sign the Letter of Transmittal.

• (c) If this Letter of Transmittal is signed by a person other than the registered owner(s) of the accompanying certificate(s):

• (i) such deposited certificate(s) must be endorsed or be accompanied by an appropriate unit transfer power of attorney duly and properly completed by the registered owner(s); and

• (ii) the signature(s) on such endorsement or unit transfer power of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the certificate(s) and must be guaranteed as noted in Instruction 3 below.

3. Guarantee of Signatures

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Units, or if the Arrangement is not completed and the accompanying certificate(s) is to be returned to a person other than such registered owner(s), or sent to an address other than the address of the registered owner(s) as shown on the registers of our Transfer Agent, or if the Intercure Shares are to be issued or if payment is to be made in a name other than the registered owner(s), such signature must be guaranteed by an Eligible Institution (see below), or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution).

An “ Eligible Institution ” means a Canadian Schedule I chartered bank, a major trust company in Canada, a commercial bank or trust company in the United States, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada and the United States, members of the Investment Industry Regulatory

Organization of Canada, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States.

4. Fiduciaries, Representatives and Authorizations

Where this Letter of Transmittal is executed by a person as an executor, administrator, trustee, guardian, corporation, partnership or association or is executed by any other person acting in a representative capacity, this Letter of Transmittal must be accompanied by satisfactory evidence of the authority to act. Subversive LP, Intercure or the Depository, at its discretion, may require additional evidence of authority or additional documentation.

5. Miscellaneous

• (a) If the space on this Letter of Transmittal is insufficient to list all certificates for Units, additional certificate numbers and number of Deposited Units may be included on a separate signed list affixed to this Letter of Transmittal.

• (b) If Units are registered in different forms (e.g. “John Doe” and “J. Doe”) a separate Letter of Transmittal should be signed for each different registration.

• (c) No alternative, conditional or contingent deposits will be accepted.

• (d) The Arrangement and any agreement in connection with the Arrangement will be construed in accordance with and governed by the laws of the Province of British Columbia and the laws of Canada applicable therein.

• (e) Additional copies of the Circular and this Letter of Transmittal may be obtained from the Depositary at any of its respective offices at the addresses listed below.

6. Lost Certificates

If a certificate representing Units has been lost or destroyed, this Letter of Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss, to the Depositary. The Depositary and/or the Transfer Agent will respond with replacement requirements (which may include bonding requirement) for payment of the consideration in accordance with the Arrangement.

7. Return of Certificates

If the Arrangement does not proceed for any reason, any certificate(s) for Units received by the Depositary will be returned to you forthwith in accordance with the delivery instructions given pursuant to Box A, Box B or Box C, as applicable, or failing such address being specified, to the undersigned at the last address of the undersigned as it appears on the securities register of Intercure LP.

8. Miscellaneous

• (a) I f the space on this Letter of Transmittal is insufficient to list all certificates for Units, additional certificate numbers and number of Units may be included on a separate signed list affixed to this Letter of Transmittal.

• (b) If Units are registered in different forms (e.g., “ John Doe ” and “ J. Doe ”) a separate Letter of Transmittal should be signed for each different registration.

• (c) No alternative, conditional or contingent deposits of Units will be accepted and no fractional Intercure Shares will be issued. Additional copies of the Letter of Transmittal may be obtained from the Depositary at the address set out on the back of this Letter of Transmittal.

• (d) This Letter of Transmittal will be construed in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

• (e) Before completing this Letter of Transmittal, you are urged to read the accompanying Circular and discuss any questions with financial, legal and/or tax advisors.

9. Privacy Notice

The Depositary is committed to protecting personal information. In the course of providing services, the Depositary receives non-public personal information about unitholders from transactions the Depositary performs, forms a unitholder may send to the Depositary or other communications the Depositary may have with a unitholder and its representatives. This information could include a unitholder’s name, address, social insurance number, securities holdings and other financial information. The Depositary uses this to administer a unitholder’s account, to better serve client needs and for other lawful purposes relating to its services. The Depositary has prepared a Privacy Code to tell unitholders more about its information practices and how their privacy is protected. It is available at the Depositary’s website, at www.olympiatrust.com, or by writing to the Depositary at 2300, 125 – 9th Ave. S.E. Calgary, Alberta T2G0P6. The Depositary will use any information a Unitholder provides with this Letter of Transmittal in order to process a Unitholder’s request and will consider a Unitholder’s submission of this Letter of Transmittal as its consent to the above.

The Depositary is:

OLYMPIA TRUST COMPANY

By Registered Mail, Hand or by Courier

Olympia Trust Company 2300, 125-9 Avenue SE Calgary, AB T2G 0P6 Attention: Corporate & Shareholder Services

By Mail

Olympia Trust Company P.O. Box 128, STN M Calgary AB T2P 2H6 Attention: Corporate & Shareholder Services

Telephone: 1-587-744-2340 E-Mail: cssinquiries@olympiatrust.com