Subversive Acquisition LP — M&A Activity 2021

Apr 26, 2021

Notice of Change in Corporate Structure

Pursuant to Section 4.9 of

National Instrument 51-102 Continuous Disclosure Obligations

Item 1 Names of the Parties

The parties to the transaction include Subversive Acquisition LP (“ Subversive ”), Intercure Ltd. (“ Intercure ”), Canndoc Acquisition Subco Ltd. (“ Intercure Sub ”), Subversive Real Estate Acquisition REIT (GP) Inc. (“ Subversive General Partner ”), and Subversive Real Estate Sponsor LLC, as representative of the unitholders of Subversive (“ Representative ”).

Item 2 Description of the transaction

Effective April 23, 2021 (the “ Effective Date ”), Subversive and Intercure completed a court-approved plan of arrangement (the “ Arrangement ”) under Section 288 of the Business Corporations Act (British Columbia), involving Subversive, Intercure, Intercure Sub, Subversive General Partner, and Representative pursuant to the amended and restated definitive agreement dated February 9, 2021 (the “ Arrangement Agreement ”) and the Plan of Arrangement (as defined in the Arrangement Agreement).

Pursuant to the Arrangement, (i) all issued and outstanding Restricted Voting Units of Subversive were reclassified as Limited Partnership Units; (ii) holders of Rights of Subversive were deemed to have exercised their Rights and received the number of Limited Partnership Units equal to the quotient of the number of Rights held and eight (8); (iii) all issued and outstanding Proportionate Voting Units of Subversive were automatically exchanged for Limited Partnership Units, using an exchange ratio of one Proportionate Voting Unit for 100 Limited Partnership Units; and (iv) all issued and outstanding Limited Partnership Units, were, effectively, exchanged for ordinary shares of Intercure (“ Intercure Shares ”), on a one-for-one basis.

Following the exchange of Limited Partnership Units for Intercure Shares, Subversive LP was dissolved pursuant to the Arrangement, effective on the Effective Date but after the effectiveness of the Arrangement (the “ Dissolution ”).

Item 3 Effective Date of the Transaction

April 23, 2021

Item 4 Names of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing entity

As a result of the Dissolution, Subversive LP ceased to be a reporting issuer in each of the provinces and territories of Canada (other than Quebec).

In connection with the Arrangement and the listing of the Intercure Shares on the Toronto Stock Exchange, Intercure became a reporting issuer in each of the provinces and territories of Canada (other than Quebec).

• Item 5 Date of reporting issuer’s first financial year-end subsequent to the transaction (if paragraph (a) or subparagraph (b)(ii) of section 4.9 of NI 51102 applies)

Not applicable.

• Item 6 Periods, including comparative periods, if any, of the interim and annual financial statements required to be filed for the reporting issuer’s first financial year subsequent to the transaction (if paragraph (a) or subparagraph (b)(ii) of section 4.9 of NI 51-102 applies)

Not applicable.

• Item 7 Documents filed under this Instrument that described the transaction and where those documents can be found in electronic format

Further information about the Arrangement and Qualifying Transaction is contained in the management information circular of Subversive dated March 9, 2021 (the “ Circular ”) in connection with the special meeting of Subversive unitholders held on April 6, 2021 to approve the Arrangement and the final nonoffering prospectus of Subversive dated March 12, 2021 and filed with the Canadian securities regulatory authorities (the “ Final Prospectus ”). Copies of the Circular, Arrangement Agreement and Final Prospectus are available under Subversive’s profile on SEDAR at www.sedar.com.