NOTICE OF SPECIAL MEETING OF UNITHOLDERS TO BE HELD ON APRIL 6, 2021

AND

MANAGEMENT INFORMATION CIRCULAR DATED MARCH 9, 2021

WITH RESPECT TO

THE APPROVAL OF A PLAN OF ARRANGEMENT ("ARRANGEMENT")

AND

AN EXTENSION OF THE PERMITTED TIMELINE TO CONSUMMATE A QUALIFYING TRANSACTION ("EXTENSION")

FOR

SUBVERSIVE ACQUISITION LP

The Board of Directors of Subversive Real Estate Acquisition REIT (GP) Inc. recommends that Unitholders vote FOR the Arrangement and the Extension.

This notice of special meeting, management information circular and accompanying materials are important and require your immediate attention. They require Unitholders to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal, tax or other professional advisors.

March 9, 2021

Dear fellow unitholder:

The Arrangement Agreement

The Board of Directors (the "Board") of Subversive Real Estate Acquisition REIT (GP) Inc. (the "GP"), the general partner of Subversive Acquisition LP ("Subversive LP"), is pleased to invite you to attend a special meeting (the "Meeting") of the holders (the "Unitholders") of Restricted Voting Units (the "RVUs") and Proportionate Voting Units (the "PVUs" and together with the RVUs, the "Units") of Subversive LP to:

(i) in case of all Unitholders, vote on a special resolution (the "Arrangement Resolution") to approve the proposed acquisition (the "Transaction") of Subversive LP by an affiliate of Intercure Ltd. ("Intercure"), an Israeli public corporation whose shares are listed for trading on the Tel Aviv Stock Exchange ("TASE") under the symbol "INCR", by way of a plan of arrangement, in consideration for the issuance of a number of Intercure ordinary shares determined pursuant to the terms of an arrangement agreement dated February 9, 2021 among Intercure, the GP, an affiliate of Intercure and certain other parties (the "Arrangement Agreement"); and
(ii) in case of the holders of RVUs, to vote on a resolution (the "Extension Resolution") to extend the date by which Subversive LP has to consummate a qualifying transaction from April 8, 2021 to up to August 31, 2021 to allow for sufficient time for the Transaction to be consummated (the "Extension").

Subversive LP may reduce the time period of the extension or revoke the Extension Resolution altogether in advance of the Meeting. If it Subversive LP determines to take such action, it will issue a press release setting out the details thereof.

The Meeting will be held virtually at www.virtualshareholdermeeting.com/SVX2021 at 10:00 a.m. (Toronto time) on April 6, 2021. At the Meeting, you will be asked to vote on a resolution approving the Arrangement Resolution and the Extension Resolution.

Background to the Transaction and the Extension

As more fully described in Subversive LP's final prospectus for its initial public offering dated December 23, 2019, Subversive LP had until January 8, 2021 to consummate a qualifying transaction, unless Subversive LP has executed a letter of intent, agreement in principle or definitive agreement ("Transaction Document") with respect to a qualifying transaction on or before January 8, 2021, in which case the permitted timeline shall be automatically extended to April 8, 2021 (the "Automatic Extension"). On January 4, 2021, Subversive LP announced that it had executed a definitive agreement with respect to a qualifying transaction, thereby triggering the Automatic Extension.

On February 9, 2021, Subversive LP, Intercure, Canndoc Acquisition Subco Ltd. (a wholly-owned subsidiary of Intercure) (the "Purchaser"), the GP and the Subversive Real Estate Sponsor LLC, as representative of the Unitholders, entered into the Arrangement Agreement, pursuant to which, Purchaser will acquire all of the outstanding Units of Subversive LP (that have not otherwise been redeemed) 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 "Closing"), 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"). Additional information about the Transaction is provided in the accompanying final non-offering prospectus (the "QT Prospectus") and management information circular (the "Circular").

In order to provide for the additional time required to consummate the Transaction and to satisfy the closing conditions (particularly the requirement that the Intercure Shares be listed on the NASDAQ), the GP is seeking the approval of the Extension Resolution from the RVU holders to authorize the Extension.

Board Recommendation

The board of directors of the GP, in consultation with its legal and financial advisors, recommends that Unitholders vote FOR both the Arrangement Resolution and the Extension Resolution.

Unitholder Approval

In order to proceed, (i) the Arrangement Resolution must be approved by at least 662/3% of the votes cast on such resolution by holders of RVUs and holders of PVUs virtually present or represented by proxy at the virtual Meeting, voting together as a single class; and (ii) the Extension Resolution must be approved by at least a simple majority of the votes cast by holders of RVUs virtually present or represented by proxy at the virtual Meeting.

The Transaction is also subject to a number of other conditions, as described in the accompanying Circular, which must be satisfied or waived for the Transaction to proceed. As a result, even if the Transaction and Extension are each approved by Unitholders at the Meeting, there is no assurance that the Transaction will ultimately be completed (or as to the timing of completion). If all of the conditions to completion of the Transaction are satisfied, we currently anticipate that Closing will occur during the second or third quarter of 2021.

Voting Your Units

The accompanying Circular contains a detailed description of the Transaction and the Extension, certain risks associated with the Transaction and other important information. Before deciding how to vote, you should read and carefully consider the information contained in the Circular and consult with your financial, legal, tax or other professional advisors. If the Transaction is approved and completed, you must follow the instructions described in the Circular, as well as any instructions provided by your broker, in order to receive the Intercure Shares to which you are entitled.

Your vote is important, regardless of how many Units you own. The accompanying Circular contains instructions about how you can vote your Units at the Meeting, even if you cannot attend the Meeting. It is important that you comply with the instructions and deadlines described in the accompanying Circular and any instructions provided to you by your broker (if you hold your Units through an investment account).

On behalf of Subversive LP, our management team and the Board, I would like to thank all Unitholders for their continuing support. If you have any questions or need assistance in your consideration of the foregoing matters or with the completion and delivery of your proxy, please contact the GP at [email protected].

Yours truly,

(signed) "Michael Auerbach"

Michael Auerbach Executive Chair of the Board of the GP

SUBVERSIVE ACQUISITION LP

NOTICE OF SPECIAL MEETING OF UNITHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting") of the holders ("Unitholders") of Restricted Voting Units (the "RVUs") and Proportionate Voting Units (the "PVUs" and together with the RVUs, the "Units") of Subversive LP ("Subversive LP") will be held virtually at 10:00 a.m. (Toronto time) on April 6, 2021. You will be able to attend the special meeting as well as vote and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/SVX2021 and entering the 16‐digit control number included on the form of proxy or voting instruction form that accompanied your proxy materials. The Meeting is held for the following purposes:

1. for all Unitholders, to consider, pursuant to an interim order of the Supreme Court of British Columbia dated March 8, 2021 (as the same may be amended from time to time, the "Interim Order"), and, if thought advisable, to pass, with or without amendment, a special resolution (the "Arrangement Resolution"), the full text of the Arrangement Resolution is set forth in Schedule B to the accompanying management information circular (the "Circular"), to approve a proposed plan of arrangement (the "Arrangement") under Division 5 of Part 9 of the Business Corporations Act (British Columbia) ("BCBCA") whereby, among other things, all of the issued and outstanding securities of Subversive LP will be acquired by an affiliate of Intercure Ltd. ("Intercure"), by way of a plan of arrangement, in consideration for the issuance of a number of Intercure ordinary shares ( "Intercure Shares") determined pursuant to the terms of an arrangement agreement dated February 9, 2021 among Intercure, Subversive Real Estate Acquisition REIT (GP) Inc., an affiliate of Intercure and certain other parties (the "Arrangement Agreement");
1. for holders of RVUs, to consider, and if thought advisable, to pass, with or without amendment, a special resolution (the "Extension Resolution"), the full text of the Extension Resolution is set forth in Schedule D to the accompanying Circular, to extend the date by which Subversive LP has to consummate a qualifying transaction from April 8, 2021 to up to August 31, 2021 to allow for sufficient time for the Arrangement to be consummated (the "Extension"); and
1. to transact such further and other business as may properly come before the Meeting or any adjournment thereof.

RECORD DATE

The record date for the determination of Unitholders entitled to notice of and to vote at the Meeting, and at any adjournment or postponement thereof, is February 25, 2021 (the "Record Date"). Each registered holder of Units (a "Registered Unitholder") at the close of business on the Record Date is entitled to such notice and to vote at the Meeting as set out in the accompanying Circular.

REDEMPTIONS

Extension Redemption Right

In connection with the Extension Resolution, Subversive LP will provide holders of RVUs with the opportunity to deposit for redemption all or a portion of their RVUs, irrespective of whether such holders voted for or against, or did not vote on, the Extension Resolution, provided that they deposit their RVUs for redemption prior to the second Business Day before the date of the Meeting (the "Extension Redemption Right"). Upon the requisite approval of the Extension Resolution (which requires approval by both the holders of RVUs and the GP) and, subject to applicable law, Subversive LP will be required to redeem such RVUs so deposited for redemption at an amount per unit (the "RVU Extension Redemption Price"), payable in cash, equal to the pro-rata portion of: (A) the escrowed funds available in the Escrow Account at the time of the Meeting, including any interest and other amounts earned thereon, less (B) an amount equal to the total of (i) any applicable taxes payable by Subversive LP on such interest and other amounts earned in the Escrow Account, (ii) any taxes of Subversive LP arising in connection with the redemption of the RVUs, and (iii) the actual and expected expenses directly related to the redemption, each as reasonably determined by Subversive LP.

For informational purposes, as of the date hereof, the estimated RVU Extension Redemption Price is approximately US\$10.04 per RVU.

If the Extension Resolution is approved and the Extension is made effective, Subversive LP shall (a) redeem those RVUs that are deposited for redemption, and (b) deliver to each such holder who has deposited units for redemption the RVU Extension Redemption Price per unit, which amount shall reduce Subversive LP's net asset value. This amount is expected to be delivered to the registered holder(s) of the RVUs redeemed, if any, within five (5) Business Days of the date of the Meeting. The remainder of the escrow funds shall remain in the Escrow Account and be available for use by Subversive LP to complete a qualifying acquisition (including the Arrangement) on or before the expiration of the permitted timeline.

The GP may revoke the Extension Resolution without further approval of the holders of RVUs at any time prior to the Extension becoming effective, including prior to the Meeting, in the event that it determines not to proceed with the Extension.

Qualifying Transaction Redemption Rights

In addition to the Extension Redemption Right that has been triggered as a result of the GP seeking the extension, RVU holders also have the right to redeem their RVUs as a result of the Qualifying Transaction (the "QT Redemption Right" and together with the Extension Redemption Right, the "Redemption Rights"). Information in respect of the QT Redemption Right will be provided separately.

Treatment of Rights

Subversive LP has certain rights (the "Rights") issued and outstanding, which entitle the holder thereof to receive 1/8th of a limited partnership unit upon the closing of a qualifying transaction. No Rights will be redeemed and such Rights will be subject to the Arrangement, thereby entitling holders thereof to a number of Intercure Shares as specified in the Arrangement Agreement, irrespective of whether the holder of the Right has exercised their Redemption Right with respect to any RVUs held. Please note that holders of such Rights will only receive the Intercure Shares pursuant to the Arrangement if the Arrangement Resolution is approved, the Extension Resolution is approved and the Arrangement is consummated in accordance with the terms of the Arrangement Agreement.

Generally

Subversive LP cannot predict the amount that will remain in the Escrow Account if the Extension Resolution is approved and the Extension is implemented, and the amount remaining in the Escrow Account may be only a small fraction of the approximately US\$226 million that was in the Escrow Account as of the date hereof. The GP may decide not to proceed if Subversive LP does not have sufficient net tangible assets following approval of the Extension Resolution, after taking into account any redemptions.

If the Extension Resolution is not approved by April 8, 2021, Subversive LP will commence winding-up pursuant to Subversive LP's amended and restated limited partnership agreement. In connection therewith, and subject to applicable laws, each RVU will be redeemed for its pro rata portion of the escrow funds available in Subversive LP's Escrow Account less certain specified costs. Such amounts will be paid within ten (10) Business Days of April 8, 2021.

ATTENDING THE VIRTUAL MEETING

To participate in the Meeting, Unitholders will need to visit www.virtualshareholdermeeting.com/SVX2021 and log‐in using the 16‐digit control number included either on your proxy form or voting instruction form, as applicable. The Meeting platform is fully supported across browsers and devices running the most updated version of applicable software plug‐ins. You should ensure you have a strong, preferably high‐speed, internet connection wherever you intend to participate in the Meeting. The Meeting will begin promptly at 10:00 a.m. (Toronto time) on April 6, 2021. Online check‐in will begin starting 15 minutes prior, at 9:45 a.m. (Toronto time). You should allow ample time for online check‐in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page. The webcast Meeting allows you to attend the Meeting live, submit questions and submit your vote while the Meeting is being held if you have not done so in advance of the Meeting.

Guests will be able to attend the Meeting through the live webcast only, by joining the webcast as a guest www.virtualshareholdermeeting.com/SVX2021. They will not be able to submit questions or vote.

HOW TO VOTE

If you are a Registered Unitholder, to ensure that your vote is recorded, please return the enclosed form of proxy in the envelope provided for that purpose, properly completed and duly signed, to Subversive LP's communication's agent Broadridge Investor Communications Solutions ("Broadridge") at Data Processing Centre, PO Box 3700, STN. Industrial Park, Markham, ON L3R 9Z9 using the reply envelope included with your proxy materials and in accordance with the instructions included on the form of proxy, prior to 10:00 a.m. (Toronto time) on April 1, 2021 (or no later than 48 hours, excluding Saturdays, Sundays and holidays, before any reconvened meeting if the Meeting is adjourned or postponed), whether or not you plan to attend the Meeting. Notwithstanding the foregoing, the chair of the Meeting (the "Chair of the Meeting") has the discretion to accept proxies received after such deadline. The time limit for the deposit of proxies may also be waived or extended by the Chair of the Meeting at his discretion, without notice.

If you hold your Units through a broker, investment dealer, bank, trust company or other intermediary (in which case you are a "Beneficial Unitholder") you should follow the instructions provided by your intermediary to ensure your vote is counted at the Meeting and you should arrange for your intermediary to complete the necessary transmittal documents to ensure that you receive the consideration for your securities if the Arrangement is completed.

VOTE BY INTERNET:

To vote by Internet, visit www.proxyvote.com or scan the QR Code to access the website. You will need your 16‐ digit control number located on the form of proxy/voting instruction form. Vote cut‐off is 11:59PM April 1, 2021.

VOTE BY MAIL:

Return the completed, signed and dated form of proxy/voting instruction form by mail in the business reply envelope to: Data Processing Centre, P.O. Box 3700 STN Industrial Park, Markham, ON L3R 9Z9.

VOTE BY TELEPHONE:

As an alternative, you may enter your vote instruction by telephone at 1‐800‐474‐7493 (English) or 1‐800‐474‐7501 (French). You will need your 16‐digit control number located on the form of proxy/voting instruction form.

APPOINTEE INSTRUCTIONS

You are encouraged to appoint yourself or such other person (other than the named proxyholders) online at www.proxyvote.com as this will reduce the risk of any mail disruptions in the current environment and will allow you to share the Appointee Information you have created with any other person you have appointed to represent you at the meeting more easily. If you do not designate the Appointee Information when completing your form of proxy or voting information form or if you do not provide the exact Appointee Identification Number and Appointee Name to any other person (other than the named proxyholders) who has been appointed to access and vote at the meeting on your behalf, that other person will not be able to access the meeting and vote on your behalf.

You MUST provide your Appointee the EXACT NAME and EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER to access the Meeting. Appointees can only be validated at the Virtual Shareholder Meeting using the EXACT NAME and EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER you enter.

IF YOU DO NOT CREATE AN EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER, YOUR APPOINTEE WILL NOT BE ABLE TO ACCESS THE VIRTUAL MEETING.

THE VOTING RIGHTS ATTACHED TO THE UNITS REPRESENTED BY A PROXY IN THE ENCLOSED FORM OF PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS INDICATED THEREON. IF NO INSTRUCTIONS ARE GIVEN, THE VOTING RIGHTS ATTACHED TO SUCH UNITS WILL BE VOTED FOR THE ARRANGEMENT RESOLUTION AND THE EXTENSION RESOLUTION.

HOW TO REVOKE YOUR VOTE

A Registered Unitholder who has given a proxy may revoke such proxy by: (a) completing and signing a proxy bearing a later date and depositing it with Broadridge in accordance with the instructions set out in the Circular; or (b) depositing an instrument or act in writing expressly revoking such proxy executed or signed by the Registered Unitholder or by the Registered Unitholder's personal representative or agent authorized in writing: (i) at the principal office of Subversive LP at any time up to and including the last Business Day preceding the day of the Meeting (or in the event that the Meeting is adjourned or postponed, no later than 48 hours, excluding Saturdays, Sundays, and holidays, before any reconvened Meeting) or (ii) in any other manner permitted by law.

A Beneficial Unitholder who has given voting instructions to a broker, investment dealer, bank, trust company or other intermediary may revoke such voting instructions by following the instructions of such broker, investment dealer, bank, trust company or other intermediary. However, a broker, investment dealer, bank, trust company or other intermediary may be unable to take any action on the revocation if such revocation is not provided sufficiently in advance of the Meeting or any adjournment or postponement thereof.

DISSENT RIGHTS

Pursuant to the Interim Order, Registered Unitholders are entitled to dissent in respect of the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their Units in accordance with the provisions of the BCBCA, as modified by the Interim Order and the Arrangement. This right is described in detail in the accompanying Circular under the heading "Dissent Rights". Failure to comply strictly with the dissent procedures described in the Circular may result in the loss or unavailability of any right of dissent. Beneficial Unitholders who hold Units registered in the name of a broker, investment dealer, bank, trust company, nominee or other intermediary who wish to dissent should be aware that only Registered Unitholders are entitled to dissent.

Accordingly, a Beneficial Unitholder who desires to exercise rights of dissent must make arrangements for the registered holder of such Units to dissent on the Beneficial Unitholder's behalf.

Given the presence of the Redemption Rights attached to the RVUs, which are substantially simpler than the Dissent Rights procedurally, and given that the GP believes that the two rights would ultimately provide equivalent value, it is NOT recommended that holders of RVUs exercise the Dissent Rights without careful consideration.

WHO TO CONTACT IF YOU HAVE QUESTIONS

If you have any questions or need assistance in your consideration of the foregoing matters or with the completion and delivery of your proxy, please contact the GP at [email protected].

The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice of Special Meeting of Unitholders.

DATED this 9th day of March, 2021.

BY ORDER OF THE BOARD OF DIRECTORS OF SUBVERSIVE REAL ESTATE ACQUISITION REIT (GP) INC.

(signed) "Michael Auerbach"

Michael Auerbach Executive Chair of the Board of the GP

INFORMATION CONTAINED IN THIS CIRCULAR 1
EXCHANGE RATE INFORMATION 1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION 2
INFORMATION FOR U.S. UNITHOLDERS3
QUESTIONS AND ANSWERS ABOUT THE ARRANGEMENT, the Extension AND THE MEETING 4
SUMMARY 9
The Meeting9
Purpose of the Meeting9
Voting at the Meeting 9
The Arrangement9
The Timeline Extension12 Redemption Rights 13
Risk Factors 14
Income Tax Considerations 14
Interest of Certain Persons in Matters to be Acted Upon 14
Depositary14
SOLICITATION OF PROXIES AND VOTING AT THE MEETING 15
Solicitation of Proxies15
Appointment of Proxies15
Revocation of Proxies15 Voting of Proxies16
Beneficial Unitholders16
Quorum 17
Limited Partnership Structure17
Voting Units and Principal Holders Thereof17
THE ARRANGEMENT 17
Background to the Arrangement17
Recommendation of the Board 19 Reasons for the Recommendations19
Arrangement Steps20
Required Unitholder Approval 21
Treatment of Rights 21
Interests of Certain Persons in the Arrangement 21
Qualifying Transaction Fair Market Value Threshold 22 Legal and Regulatory Matters 22
Stock Exchange De-Listing and Reporting Issuer Status22
Effects on Subversive LP if the Arrangement is not Completed22
ARRANGEMENT AGREEMENT 23
PROCEDURES FOR THE SURRENDER OF CERTIFICATES AND PAYMENT OF CONSIDERATION23
Surrender of Certificates and Payment of Consideration to Unitholders 23
DISSENT RIGHTS24
THE EXTENSION 27
Background to the Extension27
Recommendation of the Board 28
Reasons for the Recommendation 28
Required Unitholder Approval 28
RISK FACTORS36
INFORMATION CONCERNING SUBVERSIVE LP 36

INFORMATION CONCERNING THE PURCHASER 36
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS36
AUDITOR37
DOCUMENTS INCORPORATED BY REFERENCE 37
ADDITIONAL INFORMATION37
APPROVAL OF CIRCULAR 37
Schedule A Glossary of Terms A-1
Schedule B Arrangement ResolutionB-1
Schedule C Plan of ArrangementC-1
Schedule D Extension resolutionD-1
Schedule E Arrangement agreement E-2
Schedule F Interim Order F-1
Schedule G Notice of Hearing of Petition G-1
Schedule H Dissent Provisions of the BCBCA H-1

MANAGEMENT INFORMATION CIRCULAR

INFORMATION CONTAINED IN THIS CIRCULAR

This Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of Subversive LP for use at the Meeting and any adjournment or postponement thereof. Except as otherwise stated, the information contained herein is given as of March 9, 2021.

All capitalized words and terms used but not otherwise defined in this Circular have the meanings set forth in the Glossary of Terms attached as Schedule A to this Circular. Capitalized words and terms used in the Schedules attached to this Circular are defined separately therein. Unless otherwise indicated, all dollar amounts are expressed in U.S. dollars.

No Person has been authorized to give any information or to make any representation in connection with the Arrangement and other matters described herein other than those contained in this Circular and, if given or made, any such information or representation should be considered not to have been authorized by Subversive LP or Intercure. This Circular does not constitute the solicitation of an offer to acquire, or an offer to sell, any securities or the solicitation of a proxy by any Person in any jurisdiction in which such solicitation is not authorized or in which the Person making such solicitation is not qualified to do so or to any Person to whom it is unlawful to make such solicitation or offer.

All information in this Circular relating to Intercure has been furnished by Intercure or obtained by the GP from publicly available sources. Although the GP does not have any knowledge that would indicate that such information is untrue or incomplete, neither Subversive LP, the GP nor any director, officer, employee or agent thereto assumes any responsibility for the accuracy or completeness of such information, or for the failure by Intercure to disclose events or information that may affect the completeness or accuracy of such information. Descriptions in this Circular of the terms of the Arrangement Agreement, the Plan of Arrangement, the QT Prospectus and the Interim Order are summaries of the terms of those documents and are qualified in their entirety by such terms. Unitholders should refer to the full text of each of these documents. The Plan of Arrangement, the Arrangement Agreement, and the Interim Order are attached as Schedule C, Schedule E and Schedule F, respectively, to this Circular.

Information contained in this Circular should not be construed as legal, tax or financial advice and Unitholders are urged to consult their own professional advisors in connection therewith.

EXCHANGE RATE INFORMATION

The following table sets forth, for the periods indicated, the high, low, average and period-end rates of exchange for one U.S. dollar, expressed in Canadian dollars, based on the daily exchange rate published by the Bank of Canada during the respective periods.

	Nine Months Ended September 30,				Year Ended December 31,
	2018	2019	2020	2018	2019	2020
Rate at end of period	1.2803	1.3243	1.3339	1.3642	1.2988	1.2732
Average rate during period	1.2876	1.3292	1.3641	1.2957	1.3269	1.3415
High rate for period	1.3310	1.3600	1.4496	1.3642	1.3600	1.4496
Low rate for period	1.2288	1.3088	1.2970	1.2288	1.2988	1.2718

On March 8, 2021, the final Business Day prior to the date hereof, the daily average rate of exchange posted by the Bank of Canada for conversion of U.S. dollars into Canadian dollars was US\$1.00 equals C\$1.2660.

The following table sets forth, for the periods indicated, the high, low, average and period-end rates of exchange for one Israeli New Shekel ("NIS"), expressed in Canadian dollars, based on the daily exchange rate published by the Bank of Israel during the respective periods.

		Nine Months Ended September 30,			Year Ended December 31,
	2018	2019	2020	2018	2019	2020
Rate at end of period	2.7869	2.6267	2.5697	2.7517	2.6535	2.5217
Average rate during period	2.7653	2.7005	2.5695	2.7755	2.6868	2.5663
High rate for period	2.8490	2.7854	2.7274	2.8490	2.7854	2.7274
Low rate for period	2.6414	2.6198	2.4895	2.6414	2.5956	2.4895

On March 8, 2021, the final Business Day prior to the date hereof, the daily average rate of exchange posted by the Bank of Israel for conversion of NIS into Canadian dollars was NIS1.00 equals C\$2.6253.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this Circular constitute "forward-looking information" for the purpose of applicable Canadian securities legislation ("forward-looking statements"). These statements reflect management's expectations with respect to future events, Intercure's financial performance and business prospects. All statements other than statements of historical fact are forward-looking statements. The use of the words "anticipate", "believe", "continue", "could", "estimate", "expect", "intends", "may", "might", "plan", "possible", "potential", "predict", "project", "should", "would", and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not a forward-looking statement. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated or implied in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this Circular should not be unduly relied upon. Unless otherwise indicated, these statements speak only as of the date of this Circular.

In particular, this Circular contains forward-looking statements pertaining to the following, among other things:

the ability of Subversive LP to complete the Qualifying Transaction and Private Placement, expected timing related thereto, and its potential success (including the listing of the Intercure Shares on the NASDAQ and the TSX);
the expected benefits and effects of the Qualifying Transaction to, and resulting treatment of, the shareholders of Intercure;
the anticipated approval of the Plan of Arrangement by the Court;
the anticipated approval of the Arrangement Resolution and the Extension Resolution by the applicable Unitholders at the Meeting;
the redemption amount in respect of the RVUs;
Intercure's financial performance following the Qualifying Transaction;
the ability to develop an active trading market for the Intercure Shares and whether the market price of the Intercure Shares is volatile;
the listing or continued listing of the Intercure Shares on the TSX, the TASE and the NASDAQ;
the number of Intercure Shares outstanding following the Qualifying Transaction and the potential forfeiture of certain Intercure Shares acquired by the Founders; and
the continuing anticipated and potential adverse impacts resulting from the COVID-19 pandemic.

Such forward-looking statements are qualified in their entirety by the inherent risks, uncertainties and changes in circumstances surrounding future expectations, which are difficult to predict and many of which are beyond the control of the GP, Subversive LP and Intercure, including that the transactions contemplated herein are completed.

Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable by management as of the date of this Circular, are inherently subject to significant business, economic and competitive uncertainties and contingencies. While management believes that the expectations reflected in such forward-looking statements are reasonable and represent management's internal projections, expectations and beliefs at this time, management's estimates, beliefs and assumptions may prove to be incorrect and include the various assumptions set forth herein, including, but not limited to, the anticipated receipt of any required regulatory approvals and consents (including the final approval of the NEO, as well as the listing approval of the TSX, NASDAQ and TASE); the approval by the Israeli Securities Authority; the anticipated receipt of all securityholder approvals (including the approval of the Arrangement Resolution by the Unitholders at the Meeting and the Intercure Shareholder Approval); receipt of the Final Order; the expectation that the Closing takes place; the expectation that no event, change or other circumstance will occur that could give rise to the termination of the Arrangement Agreement; expectations with respect to redemptions; expectations with respect to Intercure's future growth potential, results of operations, future prospects and opportunities; expectations with respect to demographic and industry trends; expectations with respect to legislative or regulatory matters, future levels of indebtedness, or tax laws as currently in effect; expectations with respect to the fluctuating global economic conditions caused by the continuing impact of the COVID-19 pandemic, the scope and duration of the COVID-19 pandemic and its impact on Subversive LP and Intercure; and expectations regarding the continuing availability of capital, fluctuations in foreign exchange rates; and current economic conditions.

When relying on forward-looking statements to make decisions, the GP cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not the times at, or by which, such performance or results will be achieved. A number of factors could cause actual results to differ, possibly materially, from the results discussed in the forward-looking statements, including, but not limited to the factors discussed under "Risk Factors" of the QT Prospectus.

Although management has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known that management believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information.

INFORMATION FOR U.S. UNITHOLDERS

Subversive LP is a limited partnership formed under the Limited Partnerships Act (Ontario) and governed by the Laws of the Province of Ontario pursuant to the A&R LP Agreement. The solicitation of proxies and the transactions contemplated in this Circular involve securities of an issuer located in Canada and are being effected in accordance with Canadian Securities Laws. This Circular has been prepared in accordance with disclosure requirements under Canadian Securities Laws. Unitholders should be aware that disclosure requirements under Canadian Securities Laws differ from disclosure requirements under U.S. federal or state securities Laws. In particular, this solicitation of proxies is not subject to the requirements of Section 14(a) of the U.S. Exchange Act, as amended. Accordingly, this Circular has been prepared in accordance with the disclosure requirements in effect in Canada, which differ from the disclosure requirements in the United States.

The enforcement by investors of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that Subversive LP is formed under the Limited Partnerships Act (Ontario) and governed by the Laws of the Province of Ontario pursuant to the A&R LP Agreement. Unitholders may not be able to sue Subversive LP, the GP or the directors or officers of the GP in a foreign court for violations of U.S. federal or state securities Laws.

Unitholders should not assume that Canadian courts: (a) would enforce judgments of U.S. courts obtained in actions against Subversive LP, the GP or the directors or officers of the GP predicated upon the civil liability provisions of U.S. federal securities Laws or the securities or "blue sky" Laws of any state within the United States, or (b) would enforce, in original actions, liabilities against Subversive LP, the GP or the directors or officers of the GP predicated upon the U.S. federal securities Laws or any such state securities or "blue sky" Laws. It may be difficult to compel Subversive LP or the GP to subject themselves to a judgment by a U.S. court and it may not be possible for U.S. Unitholders to effect service of process within the United States on Subversive LP or the GP.

THE TRANSACTIONS DESCRIBED IN THIS CIRCULAR HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES REGULATORY AUTHORITY, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES REGULATORY AUTHORITY PASSED ON THE FAIRNESS OR MERITS OF SUCH TRANSACTIONS OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Unitholders who are U.S. persons should be aware that the transactions contemplated herein may have tax consequences both in Canada and in the United States. Certain information concerning the Canadian federal income tax consequences of the Arrangement for certain Unitholders who are not residents of Canada is set forth under "Principal Canadian Federal Income Tax Considerations – Taxation of Unitholders Not Resident in Canada" in this Circular. Unitholders are urged to consult their own tax advisors to determine the particular tax consequences to them of the Arrangement.

QUESTIONS AND ANSWERS ABOUT THE ARRANGEMENT, THE EXTENSION AND THE MEETING

The following questions and answers address briefly some questions you may have regarding the Arrangement, the Extension and the Meeting. These questions and answers may not address all questions that may be important to you and are qualified in their entirety by the more detailed information contained elsewhere in this Circular, including its Schedules. You are urged to carefully read this entire Circular, including the attached Schedules, and the other documents to which this Circular refers in order for you to understand fully the Arrangement Resolution and the Extension Resolution. All capitalized terms used in the following questions and answers are defined in the Glossary of Terms attached hereto as Schedule A.

Q: What is the proposed Arrangement?

A: The Arrangement is the proposed acquisition of Subversive LP by the Purchaser, which is an affiliate of Intercure, pursuant to which, among other things, the Purchaser would acquire all of the issued and outstanding Units in consideration for the issuance of Intercure Shares to the Unitholders pursuant to the terms of the Arrangement Agreement. For more information, see "The Arrangement" and "Arrangement Agreement".

Q: What am I being asked to approve at the Meeting?

A: At the Meeting, (i) Unitholders will be asked to consider and vote on the approval of (i) the Arrangement Resolution, the full text of which is set forth in Schedule B to this Circular, to approve the proposed Arrangement under Division 5 of Part 9 of the BCBCA whereby, among other things, the Purchaser would acquire all of the issued and outstanding Units for the Consideration; and (ii) RVU holders will be asked to consider and vote on the approval of the Extension Resolution, the full text of which is set forth in Schedule D to this Circular, to extend the date by which Subversive LP has to consummate a qualifying transaction from April 8, 2021 to up to August 31, 2021 to allow for sufficient time for the Arrangement to be consummated. For more information, see "The Arrangement", "Arrangement Agreement" and "The Extension".

Q: As a Unitholder of Subversive LP, what will I receive as a result of the completion of the Arrangement?

A: Unitholders (other than Dissenting Holders or those that have exercised their Redemption Rights) will receive, for each Unit they own as at the Effective Time, a number of Intercure Shares based on the Exchange Ratio. For more information, see "The Arrangement" and "Procedures for the Surrender of Certificates and Payment of Consideration – Surrender of Certificates and Payment of Consideration to Unitholders – Payment of Consideration to Unitholders".

Q: What will happen to the Units that I currently own after completion of the Arrangement?

A: In connection with the Arrangement, your Units will be transferred and assigned to Purchaser (a wholly-owned subsidiary of Intercure) as at the Effective Time and, if you do not exercise your Redemption Rights or your Dissent Rights within the time periods described herein, you will receive the Consideration. Subversive LP expects that the RVUs and Rights will be de-listed from the TSX, the NEO and the OTCQX promptly following the Effective Time and Subversive LP will cease to be a reporting issuer in each of the provinces in Canada under which it is currently a reporting issuer. For more information, see "The Arrangement – Arrangement Steps" and "The Arrangement – Stock Exchange De-Listing and Reporting Issuer Status".

Q: What will happen with my Rights?

A: Irrespective of whether you exercise your Dissent Rights or Redemption Rights, provided that Closing occurs pursuant to the Arrangement, holders of Rights will be entitled to receive, for no additional consideration, one Limited Partnership Unit for each eight Rights held, which Limited Partnership Units will be exchanged for a number of Intercure Shares based on the Exchange Ratio.

Q: When do you expect the Arrangement to be completed?

A: If all of the conditions to completion of the Arrangement are satisfied, Subversive LP anticipates that Closing will occur during the second or third quarter of 2021. For more information, see "Arrangement Agreement".

Q: Do any of the directors and officers or any other Persons have any interest in the Arrangement that is different than mine?

A: The Founders, certain of which are directors and/or officers of the GP, are not entitled to redeem their Proportionate Voting Units in connection with the Qualifying Transaction or entitled to access to the Escrow Account in respect thereof. As a result, the Founders may have interests in the Qualifying Transaction that may be different from, or in addition to, the interests of Unitholders generally. For more information, see "The Arrangement – Interests of Certain Persons in the Arrangement".

Q: What happens if the Arrangement is not completed?

A: If the Arrangement is not completed for any reason, the Unitholders will not receive the Consideration and Subversive LP is expected to wind-up on the termination of the permitted timeline (expected to be on April 8, 2021 or a later date if the Extension is granted).

Q: What happens if the Extension is not granted?

A: If the Extension is not granted for any reason, Subversive LP is expected to wind-up on April 8, 2021 and the Arrangement will not be consummated.

Q: What are the different redemption scenarios for holders of RVUs?

A: There are three redemption scenarios:
1. The RVUs are redeemed pursuant to the Extension Redemption Right under this scenario, registered holders of RVUs electing to redeem their RVUs are expected receive the RVU Extension Redemption Price

(estimated to be \$10.04) within five (5) Business Days of the date of April 6, 2021 (or such other date that the Meeting is adjourned to).

1. The RVUs are redeemed pursuant to the QT Redemption Right under this scenario, registered holders of RVUs electing to redeem their RVUs are expected receive the Qualifying Transaction Redemption Price (estimated to be \$10.04) within five (5) Business Days of the date of the closing of the Qualifying Transaction.
1. The RVUs are redeemed automatically as a result of the lapse of the permitted timeline under this scenario, registered holders of RVUs are expected receive the redemption price (estimated to be \$10.04) within ten (10) Business Days of the date of the termination of the permitted timeline.

Q: What was the recommendation of the Board and how does the Board recommend I vote?

A: The Board, after careful consideration and having received advice from its legal and financial advisors, concluded that the Arrangement is fair to and in the best interests of the Unitholders. Accordingly, the Board approved the Arrangement and recommends that Unitholders vote FOR the Arrangement Resolution and the Extension Resolution at the Meeting. For more information, see "The Arrangement – Recommendation of the Board".

Q: Are there summaries of the material terms of the agreements relating to the Arrangement?

A: Yes. This Circular includes a summary of the Arrangement Agreement and the terms of the Plan of Arrangement. For more information, see "Arrangement Agreement", "The Arrangement – Arrangement Steps" and "Procedures for the Surrender of Certificates and Payment of Consideration".

Q: What is the vote requirement to pass the Arrangement Resolution and the Extension Resolution?

A: The Arrangement Resolution must be approved by at least 662/3% of the votes cast on such resolution by holders of RVUs and holders of PVUs virtually present or represented by proxy at the virtual Meeting, voting together as a single class. The Extension Resolution must be approved by at least a simple majority of the votes cast by holders of RVUs virtually present or represented by proxy at the virtual Meeting. For more information, see "The Arrangement – Required Unitholder Approval" and "The Extension – Required Unitholder Approval".

Q: What other approvals are required for the Arrangement?

A: In addition to Unitholder Approval, the Arrangement requires Court approval (via the Interim Order and the Final Order) and certain other regulatory and stock exchange approvals. For more information, see "The Arrangement – Legal and Regulatory Matters" and "Arrangement Agreement".

Q: What are the anticipated Canadian federal income tax consequences to me of the Arrangement?

A: For a summary of the principal Canadian federal income tax consequences of the Arrangement applicable to Unitholders, see "Principal Canadian Federal Income Tax Considerations". Such summary is not intended to be legal or tax advice. Each Unitholder should consult their own tax advisors as to the tax consequences of the Arrangement to them with respect to their particular circumstances.

Q: Are there risks that I should consider in deciding whether to vote in favour of the Arrangement Resolution?

A: Yes. Some risk factors relate to: risks of non-completion of the Arrangement, the possibility that conditions precedent to Closing of the Arrangement may not be satisfied, the risk of termination of the Arrangement Agreement by either the Purchaser or Subversive LP and risks relating to the ongoing ownership of Intercure Shares should the Arrangement be consummated. For more information, see "Risk Factors" in the QT Prospectus.

Q: Where and when is the Meeting?

A: The meeting will be held virtually at 10:00 a.m. (Toronto time) on April 6, 2021.

Q: Who is eligible to vote at the Meeting?

A: Only Unitholders at the close of business on February 25, 2021, the Record Date established by the GP, are entitled to vote at the Meeting.

Q: When is the proxy cut-off?

A: The proxy cut-off is at 10:00 a.m. (Toronto time) on April 1, 2021 (or no later than 48 hours, excluding Saturdays, Sundays and holidays, before any reconvened meeting if the Meeting is adjourned or postponed).

Q: How do I vote my proxy?

A: If you are a Registered Unitholder, to ensure that your vote is recorded, please return the enclosed form of proxy in the envelope provided for that purpose, properly completed and duly signed, to Subversive LP's communication's agent Broadridge at Data Processing Centre, PO Box 3700, STN. Industrial Park, Markham, ON L3R 9Z9 using the reply envelope included with your proxy materials and in accordance with the instructions included on the form of proxy, prior to 10:00 a.m. (Toronto time) on April 1, 2021 (or no later than 48 hours, excluding Saturdays, Sundays and holidays, before any reconvened meeting if the Meeting is adjourned or postponed), whether or not you plan to attend the Meeting. Notwithstanding the foregoing, the Chair of the Meeting has the discretion to accept proxies received after such deadline. The time limit for the deposit of proxies may also be waived or extended by the Chair of the Meeting at his discretion, without notice.

The voting rights attached to the Units represented by a proxy in the enclosed Form of Proxy will be voted in accordance with the instructions indicated thereon. If no instructions are given, the voting rights attached to such Units will be voted FOR the Arrangement Resolution. For more information, see "Solicitation of Proxies and Voting at the Meeting – Voting of Proxies".

Q: Can I appoint someone else to vote my proxy?

A: Yes. A Unitholder is entitled to appoint some other individual, who need not be a Unitholder, to attend and act on the Unitholder's behalf at the Meeting and may do so by striking out the printed names and inserting the name of such other person and, if desired, an alternate to such individual, in the blank space provided in the Form of Proxy. Such Unitholder should notify the nominee of the appointment, obtain the nominee's consent to act as proxy and should provide voting instructions to the nominee. For more information, see "Solicitation of Proxies and Voting at the Meeting – Appointment of Proxies".

Q: Can I revoke my proxy after I have submitted it?

A: Yes. You may revoke your proxy prior to the close of voting at the Meeting by doing either of the following:
(a) completing and signing a proxy bearing a later date and depositing it with Broadridge in accordance with the instructions set out in the Circular prior to 10:00 a.m. (Toronto time) on April 1, 2021 (or no later than 48 hours, excluding Saturdays, Sundays and holidays, before any reconvened meeting if the Meeting is adjourned or postponed); or
(b) depositing an instrument or act in writing expressly revoking such proxy executed or signed by the Registered Unitholder or by the Registered Unitholder's personal representative or agent authorized in writing:
(i) at the principal office of Subversive LP at any time up to and including the last Business Day preceding the day of the Meeting (or in the event that the Meeting is adjourned or postponed, no later than 48 hours, excluding Saturdays, Sundays, and holidays, before any reconvened Meeting); or
(ii) in any other manner permitted by Law.

Only Registered Unitholders have the right to revoke a proxy. Beneficial Unitholders who wish to change their vote must make appropriate arrangements with their Intermediary and may revoke such voting instructions by following the instructions of such Intermediary. However, an Intermediary may be unable to take any action on the revocation if such revocation is not provided sufficiently in advance of the Meeting or any adjournment or postponement thereof. For more information, see "Solicitation of Proxies and Voting at the Meeting – Revocation of Proxies" and "Solicitation of Proxies and Voting at the Meeting – Beneficial Unitholders".

Q: How do I vote if my Units are held through an Intermediary account?

A: An Intermediary will vote the Units held by you only if you provide instructions to them on how to vote. Without instructions, your Units will not be voted. Every Intermediary has its own mailing procedures and provides its own return instruction, which you should carefully follow in order to ensure that your Units are voted at the Meeting. For more information, see "Solicitation of Proxies and Voting at the Meeting – Beneficial Unitholders".

Q: Are Unitholders entitled to dissent rights?

A: Yes. Pursuant to the Interim Order, Unitholders entitled to vote at the Meeting who comply with the procedures set out in the BCBCA, as modified by the Plan of Arrangement and the Interim Order, are entitled to dissent in respect of the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their Units. The provisions of the BCBCA dealing with the right of dissent are technical and complex. Any Dissenting Holder should seek independent legal advice, as failure to comply strictly with the provisions of Sections 237 – 247 of the BCBCA may result in the loss of all rights of dissent. Only Registered Unitholders entitled to vote at the Meeting are entitled to exercise rights of dissent. A Beneficial Unitholder that wishes to exercise its rights of dissent should immediately contact the Intermediary with whom the Beneficial Unitholder deals in respect of its Units and instruct the Intermediary to exercise the rights of dissent in respect of the Beneficial Unitholder's Units. For more information, see "Dissent Rights".

Q: Who can help answer my questions?

A: If you have questions, you may contact the GP at [email protected].

SUMMARY

The following is a summary of certain information contained in this Circular, including its Schedules. This summary is not intended to be complete and is qualified in its entirety by the more detailed information contained elsewhere in this Circular, including its Schedules. Certain capitalized terms used in this summary are defined in the Glossary of Terms attached hereto as Schedule A. Unitholders are urged to read this Circular and its Schedules carefully and in their entirety.

The Meeting

The Meeting will be held at 10:00 a.m. (Toronto time) on Tuesday, April 6, 2021. The Meeting will be a completely virtual meeting.

The GP has passed a resolution to fix the close of business (Toronto time) on February 25, 2021 as the Record Date for the determination of the registered Unitholders that will be entitled to notice of the Meeting, and any adjournment or postponement of the Meeting, and that will be entitled to vote at the Meeting.

Purpose of the Meeting

The purpose of the Meeting is (i) for Unitholders to consider and vote upon the Arrangement Resolution, the full text of which is set out in Schedule B to this Circular; and (ii) for holders of RVUs to consider and vote upon the Extension Resolution, the full text of which is set out in Schedule D. See "The Arrangement – Required Unitholder Approval" and "The Extension – Required Unitholder Approval", respectively, for a description of the Unitholder approval requirements to effect the Arrangement. The Board recommends that Unitholders vote FOR the Arrangement Resolution and the Extension Resolution.

Voting at the Meeting

These meeting materials are being sent to both Registered Unitholders and Beneficial Unitholders. Only Registered Unitholders or the Persons they appoint as their proxyholders are permitted to vote at the Meeting. Beneficial Unitholders should follow the instructions on the forms they receive from their Intermediaries so their Units can be voted by the entity that is the Registered Unitholder for their Units. See "Solicitation of Proxies and Voting at the Meeting".

The Arrangement

Consideration

Under the terms of the Plan of Arrangement, the Purchaser will acquire, at the Effective Time, all issued and outstanding Units and each Unitholder (other than Dissenting Holders and those exercising their Redemption Rights) will receive the Consideration.

Background to the Arrangement

The Arrangement and the provisions of the Arrangement Agreement are the result of arm's length negotiations conducted between representatives of Subversive LP and Intercure. A summary of the material events leading up to the negotiation of the Arrangement Agreement and the material meetings, negotiations and discussions between Subversive LP and Intercure that preceded the execution and public announcement of the Arrangement Agreement is included in this Circular. See "The Arrangement – Background to the Arrangement" for a description of the background to the Arrangement.

Recommendation of the Board

The Board, after careful consideration and having received advice from its legal and financial advisors unanimously concluded that the Arrangement is fair to and in the best interests of the Unitholders and recommends that Unitholders vote FOR the Arrangement Resolution at the Meeting.

Reasons for the Recommendation

In making its voting recommendation to Unitholders, the Board carefully considered the Arrangement and received the benefit of advice from its legal and financial advisors. In the course of its evaluation of the Arrangement, the Board identified a number of factors in respect of their recommendations to vote FOR the Arrangement Resolution, including:

(a) management's view and analysis that the Arrangement is in the best interests of Subversive LP in the circumstances;
(b) the terms of the Arrangement Agreement and related agreements;
(c) the business and prospects of Intercure in the context of a qualifying acquisition;
(d) the due diligence conducted on Intercure;
(e) that the holders of RVUs may redeem their units for the Qualifying Transaction Redemption Price;
(f) that the Arrangement Resolution must be approved by Unitholders as provided by the Interim Order and securities Laws;
(g) that the Arrangement must also be approved by the Court, which will consider the fairness and reasonableness of the Arrangement to all Unitholders; and
(h) that Registered Unitholders have the right to exercise Dissent Rights in connection with the Arrangement, subject to strict compliance with the requirements applicable to the exercise of Dissent Rights. See "Dissent Rights".

The Board also considered a number of potential risks and other factors resulting from the Arrangement, including:

(a) the risk of the Arrangement not being consummated despite receiving the requirement approval for the Arrangement Resolution; and
(b) the ongoing risks Intercure is subject to.

Arrangement Steps

The following is a description of the specific steps to be implemented as part of the Arrangement. The following description is qualified in its entirety by reference to the full text of the Plan of Arrangement which is attached as Schedule C to this Circular. Commencing at the Effective Time, each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality in each case, unless stated otherwise, starting at the Effective Time:

(a) The A&R LP Agreement shall be amended to the extent necessary to facilitate the Arrangement, including the Qualifying Transaction, and the implementation of the steps and transactions set out in the Plan of Arrangement or otherwise contemplated in the Arrangement Agreement.
(b) Any RVU held by a Unitholder who duly exercised his, her or its QT Redemption Right in accordance with the A&R LP Agreement in respect of such unit shall be redeemed and cancelled in consideration for the Qualifying Transaction Redemption Price and such RVU shall cease to be outstanding, and each such Unitholder shall cease to have any rights as a Unitholder in respect of such Unit other than the right to be paid the Qualifying Transaction Redemption Price for the RVUs so redeemed in accordance with the A&R LP Agreement and the Escrow Agreement.
(c) All RVUs issued and outstanding (for greater certainty, excluding RVUs redeemed pursuant to the previous step) shall be reclassified, as Limited Partnership Units.
(d) Holders of Rights will be deemed to have exercised their Rights and shall be entitled to receive, for no additional consideration, a number of Limited Partnership Units that is equal to the quotient of the number of Rights held and eight (8).
(e) All Proportionate Voting Units issued and outstanding shall be automatically exchanged for Limited Partnership Units, using an exchange ratio of one Proportionate Voting Unit for 100 Limited Partnership Units.
(f) All Limited Partnership Units issued and outstanding shall be transferred to the Purchaser in consideration for Intercure Shares issued by Intercure based upon the Exchange Ratio.
(g) The Purchaser shall issue additional common shares in its capital to Intercure in consideration for the issuance of the Intercure Shares pursuant to the preceding step.
(h) The Purchaser shall acquire all of the issued and outstanding shares of the GP for \$100.
(i) Subversive LP shall be dissolved.

Unitholder Approval of the Arrangement

The Arrangement Resolution must be approved by at least 662/3% of the votes cast on such resolution by RVU holders and PVU holders virtually present or represented by proxy at the virtual Meeting, voting together as a single class. See "The Arrangement – Required Unitholder Approval".

Court Approval of the Arrangement

The Arrangement requires approval by the Court. Prior to mailing this Circular, Subversive LP obtained the Interim Order, which provides for the calling and holding of the Meeting, for the granting of the Dissent Rights and other procedural matters. A copy of the Interim Order is attached as Schedule F to this Circular. Subject to the approval of the Arrangement Resolution by Unitholders at the Meeting, the hearing in respect of the Final Order is currently expected to take place on April 7, 2021, or such later date as Subversive LP may decide, in the manner directed by the Court.

At the hearing, the Court will consider, among other things, the fairness and reasonableness of the Arrangement. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with any terms and conditions as the Court deems fit. See "The Arrangement – Legal and Regulatory Matters".

Surrender of Certificates and Payment of Consideration to Unitholders

If the Arrangement Resolution is passed and the Arrangement is implemented, in order to receive the Consideration for Units, Registered Unitholders must complete and sign the Letter of Transmittal to be delivered to such holders and deliver such Letter of Transmittal together with the certificate(s) (if applicable) representing the Units and the other documents required by the instructions set out therein to the Depositary in accordance with the instructions contained in the Letter of Transmittal. See "Procedures for the Surrender of Certificates and Payment of Consideration – Surrender of Certificates and Payment of Consideration to Unitholders – Letter of Transmittal".

Registered Unitholders who deposit a validly completed and duly signed Letter of Transmittal, together with accompanying certificate(s) representing their Units and any such additional documents and instruments as the Depositary may reasonably require, will receive, in exchange therefor, the aggregate Consideration to which they are entitled under the Arrangement, less any amounts withheld pursuant to the Plan of Arrangement, with such surrendered certificate(s) being cancelled.

QT Prospectus

Subversive LP filed the QT Prospectus which contains detailed disclosure on the Arrangement and on each of Intercure and Subversive LP following Closing, including the risk factors relating to the Arrangement and to Intercure's business following Closing. In evaluating the proposals set forth in this Circular, you should carefully read this Circular and the QT Prospectus, and especially consider the factors discussed in the section entitled "Risk Factors" in the QT Prospectus.

Dissent Rights

There is no mandatory statutory right of dissent and appraisal in respect of plans of arrangement under the BCBCA. However, as contemplated in the Plan of Arrangement and the Interim Order, the Parties have granted to Registered Unitholders who object to the Arrangement the Dissent Rights, which are set out in their entirety in Sections 237 to 247 of the BCBCA, as may be modified by the Interim Order and the Plan of Arrangement, copies of which are attached as Schedule F and Schedule C, respectively, to this Circular, and as may be modified by the Final Order. A Unitholder who wishes to exercise his, her or its Dissent Rights must strictly comply with the requirements of the Dissent Rights and failure to do so may result in the loss of such Unitholder's Dissent Rights. Accordingly, each Unitholder who might desire to exercise Dissent Rights should carefully consider and comply with the Dissent Rights and consult his, her or its legal advisor. See "Dissent Rights".

The Timeline Extension

Background to the Transaction and the Extension

As more fully described in Subversive LP's final prospectus for its initial public offering dated December 23, 2019, Subversive LP had until January 8, 2021 to consummate a qualifying transaction, unless Subversive LP executed a Transaction Document with respect to a qualifying transaction, thereby triggering the Automatic Extension. On January 4, 2021, Subversive LP announced that it had executed a definitive agreement with respect to a qualifying transaction, thereby triggering the Automatic Extension.

On February 9, 2021, Subversive LP, Intercure, the Purchaser, the GP and the Subversive Real Estate Sponsor LLC, as representative of the Unitholders, entered into the Arrangement Agreement, pursuant to which, Purchaser will acquire all of the outstanding Units of Subversive LP (that have not otherwise been redeemed) in exchange for Intercure Shares by way of a plan of arrangement. On Closing, 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 and the TSX. Additional information about the Transaction is provided in the accompanying QT Prospectus and Circular.

Recommendation of the Board

The Board, after careful consideration and having received advice from its legal and financial advisors unanimously recommends that holders of RVUs vote FOR the Extension Resolution at the Meeting.

Reasons for the Recommendation

In making its voting recommendation to Unitholders, the Board carefully considered the Arrangement and received the benefit of advice from its legal and financial advisors. In the course of its evaluation of the Extension, the Board identified a number of factors in respect of their recommendations to vote FOR the Extension Resolution, including:

(a) the status of the Arrangement;
(b) the fact that without the Extension, Subversive LP will be unable to consummate the Arrangement irrespective of the result of the Arrangement Resolution;
(c) the opportunity of securityholders to participate in the future potential growth of Intercure following the successful consummation of the Arrangement;
(d) that the Extension Resolution must be passed by a majority of the votes cast only by holders of RVUs that attend the Meeting or that are represented by proxy at the Meeting; and
(e) that holders of RVUs that are not in favour of the Extension have the Extension Redemption Right to deposit their units for redemption and to receive the RVU Extension Redemption Price.

The Board also considered a number of potential risks and other factors resulting from the Extension, including:

(a) the risk of the Arrangement not being consummated, including the cost of pursuing other qualifying transactions and ongoing corporate expenses;
(b) the competition by other special acquisition corporations for qualifying transactions; and
(c) the impact of various rates of redemptions of RVUs on the Escrow Account and Subversive LP's ability consummate a qualifying transaction.

Unitholder Approval of the Extension

The Extension Resolution must be approved by more than half of the votes cast on such resolution by RVU holders virtually present or represented by proxy at the virtual Meeting. See "The Extension – Required Unitholder Approval".

Redemption Rights

Extension Redemption Right

In connection with the Extension Resolution, Subversive LP will provide holders of RVUs with the opportunity to deposit for redemption all or a portion of their RVUs, irrespective of whether such holders voted for or against, or did not vote on, the Extension Resolution, provided that they deposit their units for redemption prior to the second Business Day before the date of the Meeting. Upon the requisite approval of the Extension Resolution (which requires approval by both the holders of RVUs and the GP) and, subject to applicable law, Subversive LP will be required to redeem such RVUs so deposited for redemption at an amount per unit (the "RVU Extension Redemption Price"), payable in cash, equal to the pro-rata portion of: (A) the escrowed funds available in the Escrow Account at the time of the Meeting, including any interest and other amounts earned thereon, less (B) an amount equal to the total of (i) any applicable taxes payable by Subversive LP on such interest and other amounts earned in the Escrow Account, (ii) any taxes of Subversive LP arising in connection with the redemption of the RVUs, and (iii) actual and expected expenses directly related to the redemption, each as reasonably determined by Subversive LP.

For informational purposes, as of the date hereof, the estimated RVU Extension Redemption Price is approximately US\$10.04 per RVU.

If the Extension Resolution is approved and the Extension is made effective, Subversive LP shall (a) redeem those RVUs that are deposited for redemption, and (b) deliver to each such holder who has deposited units for redemption the RVU Extension Redemption Price per unit, which amount shall reduce Subversive LP's net asset value. The remainder of the escrow funds shall remain in the Escrow Account and be available for use by Subversive LP to complete a qualifying acquisition (including the Arrangement) on or before the expiration of the permitted timeline.

Qualifying Transaction Redemption Right

In addition to the Extension Redemption Right that has been triggered as a result of the GP seeking the extension, RVU holders also have the right to redeem their RVUs as a result of the Qualifying Transaction. Information in respect of the QT Redemption Right will be provided separately.

Treatment of Rights

Subversive LP has certain Rights issued and outstanding, which entitle the holder thereof to receive 1/8th of a limited partnership unit upon the closing of a qualifying transaction. No Rights will be redeemed and such Rights will be subject to the Arrangement, thereby entitling holders thereof to a number of Intercure Shares as specified in the Arrangement Agreement, irrespective of whether the holder of the Right has exercised their Redemption Rights with respect to any RVUs held. Please note that holders of such Rights will only receive the Intercure Shares pursuant to the Arrangement if the Arrangement Resolution is approved, the Extension Resolution is approved and the Arrangement is consummated in accordance with the terms of the Arrangement Agreement.

Generally

If the Extension Resolution is not approved by April 8, 2021, Subversive LP will commence automatically windingup. In connection therewith, and subject to applicable laws, each RVU will be redeemed for its pro rata portion of the escrow funds available in Subversive LP's Escrow Account less certain specified costs. Such amounts will be paid within ten (10) Business Days of April 8, 2021.

Risk Factors

Unitholders should consider a number of risk factors relating to the Arrangement and Subversive LP in evaluating whether to approve the Arrangement Resolution and the Extension Resolution. These risk factors are discussed herein and/or in certain sections of documents publicly filed, which sections are incorporated herein by reference. See "Risk Factors" in the QT Prospectus.

Income Tax Considerations

Unitholders should consult their own tax advisors about the applicable Canadian federal, U.S. federal, provincial, state and local tax, and other foreign tax, consequences to them of the Arrangement. See "Principal Canadian Federal Income Tax Considerations".

Interest of Certain Persons in Matters to be Acted Upon

The Founders, certain of which are directors and/or officers of the GP, are not entitled to redeem their Proportionate Voting Units in connection with the Qualifying Transaction or entitled to access the Escrow Account in respect thereof upon Subversive LP's wind-up. As a result, the Founders may have interests in the Arrangement that may be different from, or in addition to, the interests of Unitholders generally.

The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Arrangement Agreement, and in recommending to Unitholders that they vote FOR the Arrangement Resolution. See "The Arrangement – Interests of Certain Persons in the Arrangement".

Depositary

Olympia has been engaged to act as Depositary for the receipt of certificates in respect of Units and related Letters of Transmittal.

SOLICITATION OF PROXIES AND VOTING AT THE MEETING

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of the GP for use at the Meeting to be held virtually at 10:00 a.m. (Toronto time) on April 6, 2021, or at any adjournments thereof, for the purposes set forth in the accompanying Notice of Special Meeting.

No person has been authorized to give any information or to make any representation other than as contained in this Circular in connection with the solicitation of proxies. If given or made, such information or representations must not be relied upon as having been authorized by Subversive LP. The delivery of this Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Circular. This Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such an offer of solicitation.

It is expected that the solicitation of proxies will be made primarily by mail, but proxies may also be solicited personally or by telephone, fax or other electronic means by the Directors, employees or agents of Subversive LP. All costs of solicitation of proxies by or on behalf of the management of the GP will be borne by Subversive LP.

Appointment of Proxies

The persons named in the accompanying Form of Proxy are Directors or officers of the GP. A Registered Unitholder desiring to appoint some other person, who need not be a Unitholder, to represent him or her at the Meeting may do so by striking out the printed names and inserting the name of such other person and, if desired, an alternate to such person, in the blank space provided in the Form of Proxy. Such Registered Unitholder should notify the nominee of the appointment, obtain the nominee's consent to act as proxy and should provide voting instructions to the nominee.

A Form of Proxy must be in writing and signed by the Registered Unitholder or by the Registered Unitholder's attorney duly authorized in writing or, if the Registered Unitholder is a body corporate or association, under its seal or by an officer or attorney thereof duly authorized indicating the capacity under which such officer or attorney is signing. If an attorney executes the Form of Proxy, evidence of the attorney's authority must accompany the Form of Proxy. A proxy will not be valid unless the completed Form of Proxy is received by Broadridge at Data Processing Centre, PO Box 3700, STN. Industrial Park, Markham, ON L3R 9Z9 using the reply envelope included with your proxy materials and, in accordance with the instructions included on the form of proxy, prior to 10:00 a.m. (Toronto time) on April 1, 2021, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before any reconvened meeting if the Meeting is adjourned or postponed. Alternatively, Registered Unitholders can call the toll-free telephone number of Broadridge or access Broadridge's dedicated voting website (each as noted on the accompanying Form of Proxy) in order to vote the Units held by them. Notwithstanding the foregoing, the Chair of the Meeting has the discretion to accept proxies received after such deadline. The time limit for the deposit of proxies may also be waived or extended by the Chair of the Meeting at his discretion, without notice.

Beneficial Unitholders who hold their Units of Subversive LP through an Intermediary are not entitled, as such, to vote at the Meeting through a proxy. Regulatory policy requires intermediaries to seek voting instructions from Beneficial Unitholders in advance of the Meeting. Beneficial Unitholders should carefully follow the instructions of their Intermediary, including those on how and when voting instructions are to be provided, in order to have their Units voted at the Meeting. See "Beneficial Unitholders" below.

Revocation of Proxies

A Registered Unitholder who has given a proxy may revoke such proxy by: (a) completing and signing a proxy bearing a later date and depositing it with Broadridge in accordance with the instructions set out herein; or (b) depositing an instrument or act in writing expressly revoking such proxy executed or signed by the Registered Unitholder or by the Registered Unitholder's personal representative or agent authorized in writing: (i) at the principal office of Subversive LP at any time up to and including the last Business Day preceding the day of the Meeting (or in the event that the Meeting is adjourned or postponed, no later than 48 hours, excluding Saturdays, Sundays, and holidays, before any reconvened Meeting), or (ii) in any other manner permitted by law. The revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

A Beneficial Unitholder who has given voting instructions to an Intermediary may revoke such voting instructions by following the instructions of such Intermediary. However, an Intermediary may be unable to take any action on the revocation if such revocation is not provided sufficiently in advance of the Meeting or any adjournment or postponement thereof.

Voting of Proxies

The persons named in the accompanying Form of Proxy will vote or withhold from voting the Units in respect of which they are appointed proxy on any poll (ballot) that may be called for in accordance with the instructions of the Unitholder as indicated on the Form of Proxy and, if the Unitholder specifies a choice with respect to any matter to be acted upon, the Units will be voted accordingly. Where no choice is specified in the Form of Proxy, such Units will be voted "FOR" the matters described therein and in this Circular.

The accompanying Form of Proxy confers discretionary authority upon the person appointed proxy thereunder to vote with respect to amendments or variations of matters identified in the Notice of Special Meeting and with respect to other matters that may properly come before the Meeting. At the time of the printing of this Circular, the Directors know of no such amendment, variation or other matter, which may be presented to the Meeting. In the event that amendments or variations to matters identified in the Notice of Special Meeting are properly brought before the Meeting or any other business is properly brought before the Meeting, it is the intention of the persons named in the accompanying Form of Proxy to vote in accordance with their best judgment on such matters or business.

Beneficial Unitholders

Only Registered Unitholders, or the persons they appoint as their proxies, are permitted to vote at the Meeting. These Meeting materials are being sent to both Registered Unitholders and Beneficial Unitholders. You are a Beneficial Unitholder if you hold your Units through an Intermediary. If you are a Beneficial Unitholder and Subversive LP or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

There are two kinds of Beneficial Unitholders – those who object to their names being made known to the issuers of securities which they own (called "OBOs" for objecting beneficial owners), and those who do not object (called "NOBOs" for non-objecting beneficial owners). Subject to limited exceptions that may exist from time to time, all issued and outstanding RVUs are in a book-based system administered by CDS Clearing and Depository Services Inc. ("CDS"). Consequently, all RVUs are, subject to limited exceptions that may exist from time to time, registered under the name of CDS & Co. (the registration name for CDS). CDS also acts as nominee for brokerage firms through which Beneficial Unitholders hold their Units. Units held by CDS can only be voted (for or against resolutions) upon the instructions of the Beneficial Unitholder.

Applicable regulatory policy requires Intermediaries to whom Meeting materials have been sent to seek voting instructions from Beneficial Unitholders in advance of Unitholders' meetings. Every Intermediary has its own mailing procedures and provides is own return instructions, which should be carefully followed by Beneficial Unitholders in order to ensure that their Units are voted at the Meeting. Often, the Form of Proxy supplied to a Beneficial Unitholder by its broker is identical to that provided to Registered Unitholders. However, its purpose is limited to instructing the Registered Unitholder how to vote on behalf of the Beneficial Unitholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically prepares a special voting instruction form, mails those forms to the Beneficial Unitholders and asks for appropriate instructions respecting the voting of Units to be represented at the Meeting. Beneficial Unitholders are requested to complete and return the voting instruction form to Broadridge by mail or facsimile. Alternatively, Beneficial Unitholders can call a toll-free telephone number or access Broadridge's dedicated voting website (each as noted on the voting instruction form) to deliver their voting instructions and vote the Units held by them. Additionally, Subversive LP may utilize the Broadridge QuickVoteTM service to assist Beneficial Unitholders with voting their Units.

Broadridge then tabulates the results of all voting instructions received and provides appropriate instructions respecting the voting of Units to be represented at the Meeting. A Beneficial Unitholder receiving a voting instruction form cannot use that voting instruction form to vote Units directly at the Meeting. The voting instruction form must be returned as directed by Broadridge well in advance of the Meeting in order to have the Units voted. Beneficial Unitholders who receive forms of proxies or voting materials from organizations other than Broadridge should complete and return such forms of proxies or voting materials in accordance with the instructions on such materials in order to properly vote their Units at the Meeting.

Beneficial Unitholders cannot be recognized at the Meeting for purposes of voting their Units virtually or by way of depositing a Form of Proxy. If you are a Beneficial Unitholder and wish to vote at the virtual Meeting, please see the voting instructions you received or contact your Intermediary well in advance of the Meeting to determine how you can do so.

Beneficial Unitholders should carefully follow the voting instructions they receive, including those on how and when voting instructions are to be provided, in order to have their Units voted at the Meeting.

Quorum

A quorum for any meeting of Unitholders shall be individuals present not being less than two in number and being Unitholders or representing by proxy Unitholders who hold in aggregate not less in aggregate than twenty five percent (25%) of the total number of outstanding Units.

Limited Partnership Structure

Subversive LP is a limited partnership formed under the Limited Partnerships Act (Ontario). Subversive LP was established by the GP pursuant to the terms of a Limited Partnership Agreement dated November 12, 2019, as amended and restated January 8, 2020 (as so amended and restated, the "A&R LP Agreement"), as may be amended, restated, modified or supplemented from time to time.

Pursuant to an initial public offering, effective January 8, 2019, Subversive LP's RVUs and Rights were listed for trading on the NEO under the symbol "SVX.U" and "SVX.RT.U", respectively (and the RVUs also trade on the OTC market under the symbol "SBVRF"). Effective February 26, 2021, the RVUs and Rights were also listed on the TSX under the same symbols. The financial year-end of Subversive LP is December 31. The reporting currency of Subversive LP is U.S. dollars. Subversive LP's head office is located at 135 Grand Street, 2nd Floor, New York, New York 10013 and its registered office is located at 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7, Canada. The GP's head office is located at 135 Grand Street, 2nd Floor, New York, New York 10013 and its registered offices are located at 700 West Georgia Street, Suite 2500, Vancouver, British Columbia V7Y 1B3, Canada.

Please see the QT Prospectus for additional information about Subversive LP.

Voting Units and Principal Holders Thereof

As of the date hereof, our Sponsors own, of record and beneficially, approximately 54,962 Proportionate Voting Units and 524,500 Class B Units (comprising approximately 5,245 Proportionate Voting Units and 524,500 Rights), representing 21% of our issued and outstanding Units. As of the date hereof, our Sponsors do not own any RVUs.

To the knowledge of the GP, as at the date of this Circular, except as noted above, no person beneficially owns, directly or indirectly, or exercises control or direction over, securities of Subversive LP carrying more than 10% of the voting rights attached to any class of voting securities of Subversive LP.

THE ARRANGEMENT

Background to the Arrangement

Subversive Acquisition LP is a limited partnership established under the LPA for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, equity exchange, asset acquisition, equity purchase, reorganization, or any other similar business combination involving Subversive LP that will qualify as its qualifying transaction. Subversive LP is a SPAC for the purposes of the rules of the NEO and the TSX.

On January 8, 2020, Subversive LP closed its initial public offering (the "Offering") of 20,000,000 Class A Restricted Voting units (the "Class A Restricted Voting Units") at U.S.\$10.00 per Class A Restricted Voting Unit, for gross proceeds of U.S.\$200,000,000. Each Class A Restricted Voting Unit consists of one RVU and one Right.

Each RVU, unless previously redeemed, will be automatically renamed "Limited Partnership Units" following the closing of a Qualifying Transaction. Each Right represents the entitlement to automatically receive, for no additional consideration, one-eighth (1/8) of one RVU (which at such time will represent one-eighth (1/8) of a Limited Partnership Unit, subject to adjustment under the terms of the Qualifying Transaction). Subversive LP's Class A Restricted Voting Units commenced trading on the NEO Exchange under the symbol SVX.UN on January 8, 2020. The Class A Restricted Voting Units separated into RVUs and Rights on February 18, 2020, and trade under the symbols "SVX.U" and "SVX.RT.U", respectively.

In connection with the Offering, Subversive LP granted Canaccord Genuity Corp. and Echelon Wealth Partners Inc. (the "Underwriters"), a 30-day non-transferable option to purchase up to an additional 3,000,000 Class A Restricted Voting Units, at a price of U.S.\$10.00 per Class A Restricted Voting Unit, to cover over-allotments, if any, and for market stabilization purposes. The Underwriters partially exercised the over-allotment option to acquire 2,500,000 additional Class A Restricted Voting Units and the over-allotment closed on January 23, 2020. Due to the partial exercise of the over-allotment option, an aggregate of 1,259 PVUs were relinquished without compensation by CG Investments Inc. IV, Subversive Real Estate Sponsor LLC (the "Subversive Sponsor") and Inception Altanova Sponsor, LLC (collectively, the "Sponsors") on January 23, 2020. As a result, following the exercise of the overallotment option and relinquishment of the 1,259 Proportionate Voting Units, our Sponsors, Michael Auerbach, Leland Hensch, Richard Acosta, Omar Mangalji, Scott Baker, Octavio Boccalandro, Craig Hatkoff, Anne Sullivan, Eric Clarke, Michael Miller, Dylan Marcoot and Dylan Hart (collectively, the "Founders") own an aggregate of 57,561 Proportionate Voting Units (excluding Proportionate Voting Units underlying the Class B Units (as defined herein)).

Concurrent with the closing of the Offering, the Sponsors purchased an aggregate of 512,000 class B units ("Class B Units") at an offering price of U.S.\$10.00 per Class B Unit, for gross proceeds of U.S.\$5,120,000. Each Class B Unit consists of 1/100 of a Proportionate Voting Unit and one Right. In connection with the partial exercise of the overallotment, the Sponsors purchased an aggregate of 12,500 additional Class B Units, for additional gross proceeds of U.S.\$125,000.

The proceeds of U.S.\$225,000,000 from the Offering were placed in an escrow account (the "Escrow Account") with Olympia Trust Company ("Olympia"), pursuant to an escrow agreement between Subversive LP and Olympia (the "Escrow Agreement") and will be released upon consummation of the Qualifying Transaction in accordance with the terms and conditions of the Escrow Agreement.

On October 7, 2020 Subversive LP announced that it had entered into binding agreements as part of a Qualifying Transaction to acquire real properties in the amount of approximately US\$97.4 million and originate or acquire US\$85.4 million of first lien mortgages (collectively, the "Initial Portfolio Qualifying Transaction"), to become a leading real estate capital provider for prominent cannabis operators that own or are seeking industrial and retail real estate in high growth cannabis markets in the United States.

On November 9, 2020, Subversive LP postponed the Closing of its Initial Portfolio Qualifying Transaction and withdrew the optional redemption event that it had extended to holders of RVUs in connection therewith. RVUs already deposited for redemption were returned to the holders thereof in accordance with the terms of the A&R LP Agreement.

On November 26, 2020, Subversive LP announced that it had determined not to proceed with the Initial Portfolio Qualifying Transaction and that it was exploring an alternative qualifying transaction. Subversive LP also announced that Michael Auerbach and Leland Hensch will become the Chief Executive Officer and Chief Financial Officer, respectively, of the General Partner, effective immediately.

Between November 26, 2020 and January 4, 2021, Subversive LP engaged with multiple potential Qualifying Transaction targets and help multiple board meetings in connection therewith, before ultimately determining to focus on a transaction with Intercure.

On January 4, 2021, Subversive LP announced that it executed a confidential definitive agreement in connection with a potential transaction, which would, if consummated, qualify as Subversive LP's Qualifying Transaction. Accordingly, Subversive LP is permitted until April 8, 2021 (15 months following the closing of its initial public offering) to conclude its Qualifying Transaction.

On January 26, 2021, Subversive LP announced the details of the previously announced entry into a definitive agreement in connection with a potential transaction which would, if consummated, qualify as Subversive LP's Qualifying Transaction. Pursuant to the Qualifying Transaction, Subversive LP will combine with Intercure (dba Canndoc) (TASE: INCR), Israel's leading cannabis company. Canndoc, a wholly owned subsidiary of Intercure, is Israel's largest licensed cannabis producer and one of the first to offer Good Manufacturing Practices (GMP) certified and pharmaceutical-grade medical cannabis products in pharmacies across Israel (the "Intercure Qualifying Transaction").

On February 9, 2021, Subversive LP, Intercure, Intercure Sub, the General Partner and the Subversive Sponsor, as representative of the Unitholders, entered into an amended and restated definitive agreement (the "Arrangement Agreement"), pursuant to which Intercure Sub will acquire all of the outstanding Units of Subversive LP (that have not otherwise been redeemed pursuant to the Redemption Right) 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 "Closing"), 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 and the Toronto Stock Exchange (the "TSX"). The NEO has 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. Concurrently, the SPAC also announced a US\$65 million private placement, pursuant to which, in connection with the closing of the Intercure Qualifying Transaction, it will issue 6.5 million units at a price per unit of US\$10.00 (the "Private Placement").

Both the Intercure Qualifying Transaction and Private Placement are subject to a number of closing conditions, including obtaining shareholder approval from Intercure's shareholders and listing approval from the NASDAQ. Any such condition may be waived by the applicable party in connection with closing.

Recommendation of the Board

The Board, after careful consideration and having received advice from its legal and financial advisors concluded that the Arrangement is fair to and in the best interests of the Unitholders and recommends that Unitholders vote FOR the Arrangement Resolution at the Meeting.

Reasons for the Recommendations

(a) management's view and analysis that the Arrangement is in the best interests of Subversive LP in the circumstances;
(b) the terms of the Arrangement Agreement and related agreements;
(c) the business and prospects of Intercure in the context of a qualifying acquisition;
(d) the due diligence conducted on Intercure;
(e) that the holders of RVUs may redeem their units for the RVU Qualifying Acquisition Redemption Price;
(f) that the Arrangement Resolution must be approved by Unitholders as provided by the Interim Order and securities Laws;
(g) that the Arrangement must also be approved by the Court, which will consider the fairness and reasonableness of the Arrangement to all Unitholders; and
(h) that Registered Unitholders have the right to exercise Dissent Rights in connection with the Arrangement, subject to strict compliance with the requirements applicable to the exercise of Dissent Rights. See "Dissent Rights".

The Board also considered a number of potential risks and other factors resulting from the Arrangement, including:

(i) the risk of the Arrangement not being consummated despite receiving the requirement approval for the Arrangement Resolution; and
(j) the ongoing risks Intercure is subject to.

In making their recommendations, the Board also considered a number of potential risks and other factors resulting from Intercure's business, the Arrangement and the Arrangement Agreement, including those described under "Risk Factors" in the QT Prospectus.

The foregoing discussion of certain factors considered by the Board is not intended to be exhaustive, but includes the material factors considered by the Board in making its determinations and recommendations with respect to the Arrangement. The Board did not consider it practicable to, and did not, assign specific weights to the factors considered in reaching their determinations and recommendations and individual Directors may have given different weights to different factors. The Board has not reached any specific conclusion with respect to any of the factors or reasons considered, and the above factors are not presented in any order of priority. The foregoing discussion includes forward-looking information and readers are cautioned that actual results may vary. See "Cautionary Statement Regarding Forward-Looking Information".

Arrangement Steps

(a) The A&R LP Agreement shall be amended to the extent necessary to facilitate the Arrangement, including the Qualifying Transaction, and the implementation of the steps and transactions set out in the Plan of Arrangement or otherwise contemplated in the Arrangement Agreement.
(b) Any RVU held by a Unitholder who duly exercised his, her or its QT Redemption Right in accordance with the A&R LP Agreement in respect of such unit shall be redeemed and cancelled in consideration for the Qualifying Transaction Redemption Price and such RVU shall cease to be outstanding, and each such Unitholder shall cease to have any rights as a Unitholder in respect of such Unit other than the right to be paid the Qualifying Transaction Redemption Price for the RVU so redeemed in accordance with the A&R LP Agreement and the Escrow Agreement.
(c) All RVUs issued and outstanding (for greater certainty, excluding RVUs redeemed pursuant to the previous step) shall be reclassified, as Limited Partnership Units.
(d) Holders of Rights will be deemed to have exercised their Rights and shall be entitled to receive, for no additional consideration, a number of Limited Partnership Units that is equal to the quotient of the number of Rights held and eight (8).
(e) All Proportionate Voting Units issued and outstanding shall be automatically exchanged for Limited Partnership Units, using an exchange ratio of one Proportionate Voting Unit for 100 Limited Partnership Units.
(f) All Limited Partnership Unit issued and outstanding shall be transferred to the Purchaser in consideration for Intercure Shares issued by Intercure based upon the Exchange Ratio.
(g) The Purchaser shall issue additional common shares in its capital to Intercure in consideration for the issuance of the Intercure Shares pursuant to the preceding step.
(h) The Purchaser shall acquire all of the issued and outstanding shares of the GP for \$100.
(i) Subversive LP shall be dissolved.

Required Unitholder Approval

In order for the Arrangement to be effected, Unitholders will be asked to consider and, if deemed advisable, approve the Arrangement Resolution and any other related matters at the Meeting. The Arrangement Resolution must be approved by at least 662/3% of the votes cast on such resolution by RVU holders and PVU holders present in person or represented by proxy at the Meeting, voting together as a single class.

The full text of the Arrangement Resolution and Plan of Arrangement are attached to this Circular as Schedule B and Schedule C, respectively.

Treatment of Rights

Under the terms of the Arrangement, holders of Rights will be deemed to have exercised their Rights and shall be entitled to receive, for no additional consideration, a number of Limited Partnership Units that is equal to the quotient of the number of Rights held and eight (8), which units will be exchanged for a number of Intercure Shares based on the Exchange Ratio. No Rights will be redeemed irrespective of whether the holder of the Right has exercised their Redemption Rights with respect to any RVUs held.

Interests of Certain Persons in the Arrangement

The Founders hold an aggregate of 524,500 Class B Units and 57,562 Proportionate Voting Units, representing 100% of the Class B Units and 100% of the Proportionate Voting Units and approximately 20% of the Units (on an asconverted basis). The Founders do not have access to, and cannot benefit from, any proceeds held in the Escrow Account in respect of their Proportionate Voting Units, and as such, do not have any redemption rights with respect to the Proportionate Voting Units. In addition, the Founders are not entitled to access the Escrow Account in respect of their Proportionate Voting Units upon the winding-up of Subversive LP. As a result, the personal and financial interests of the Founders may not align with the interests of other Unitholders.

On the closing of Subversive LP's initial public offering, the Founders (the "Restricted Parties") entered into the forfeiture and transfer restrictions agreement and undertaking (the "Forfeiture and Transfer Restrictions Agreement and Undertaking") with the Underwriters pursuant to which each Restricted Party agreed to certain forfeiture and transfer restrictions in respect of up to an aggregate of 58,820 Proportionate Voting Units (which were acquired for nominal consideration). These restrictions will cease to apply to the Intercure Shares to be received pursuant to the Arrangement, but the substitute restrictions contained in the Arrangement Agreement will apply to them instead (see "Sponsor Lock-Up and Forfeiture Agreement" in the QT Prospectus).

Qualifying Transaction Fair Market Value Threshold

Under the NEO Exchange rules and the TSX Exchange rules, the businesses or assets acquired as part of a qualifying transaction must have a fair market value equal to at least 80% of the funds held in the Escrow Account (excluding the deferred underwriting commissions and taxes payable on interest and other amounts earned on the funds in the Escrow Account). This must be satisfied at the time of the execution of the definitive agreement(s) for the qualifying transaction. As of the date of the execution of the Arrangement Agreement, the balance of the funds in the Escrow Account was approximately US\$215 (excluding approximately US\$10.5 million of deferred underwriting commissions and taxes payable on the amounts earned) and 80% thereof represents approximately US\$172 million. In reaching its conclusion that the Arrangement meets the 80% test, the Board looked at the market capitalization of Intercure which was US\$142 million on the date of the execution of the Arrangement Agreement. As a result, the Board concluded that the fair market value of Intercure was in excess of the 80% requirement.

Legal and Regulatory Matters

Court Approval Process

A Plan of Arrangement under the BCBCA requires Court approval. Prior to mailing this Circular, the GP obtained the Interim Order, which provides for, among other things, the calling and holding of the Meeting, for the granting of the Dissent Rights and certain other procedural matters. The Interim Order is attached as Schedule F to this Circular. The Interim Order does not constitute approval of the Plan of Arrangement or the contents of this Circular by the Court. Subject to the terms of the Plan of Arrangement, and if the Arrangement Resolution is approved by Unitholders, the hearing in respect of the Final Order is scheduled to take place on April 7, 2021 at 10:00 a.m. (Vancouver time) at the courthouse at 800 Smithe Street, Vancouver, British Columbia. Any Unitholder who wishes to appear, or to be represented, and to present evidence or arguments at the hearing for the Final Order must file with the Court and serve upon the solicitors for Subversive LP, a Response to Petition and any additional affidavits or other materials upon which any such Unitholder intends to rely, on or before 4:00 p.m. (Vancouver time) on April 5, 2021, or as provided in the Interim Order. Only those Persons who file a Response to Petition in compliance with the Notice of Hearing of Petition and the Interim Order will be provided with materials filed by Subversive LP in support of the application for the Final Order.

The Court has broad discretion under the BCBCA when making orders with respect to an Arrangement and the Court, in hearing the application for the Final Order, will consider, among other things, the fairness and reasonableness of the Arrangement. The Court may approve the Arrangement, subject to compliance with any terms and conditions that the Court deems fit. In the event that the hearing is postponed, adjourned or rescheduled then, subject to further order of the Court, only those Persons having previously served a Response to Petition in compliance with the Notice of Hearing of Petition and the Interim Order will be given notice of the postponement, adjournment or rescheduled date. A copy of the Notice of Hearing of Petition is attached as Schedule G to this Circular.

Stock Exchange De-Listing and Reporting Issuer Status

The RVUs and Rights are currently listed for trading on the NEO and the TSX under the symbols "SXV.U" and "SXV.RT.U" respective, and listed for quotation on the OTCQX International Marketplace under the symbol "SBVRF". Subversive LP expects that the RVUs and Rights will be de-listed from the NEO promptly after the Effective Time.

Effects on Subversive LP if the Arrangement is not Completed

If the Arrangement Resolution is not approved by Unitholders or if the Arrangement is not completed for any other reason: (i) Unitholders will not receive the Consideration for any of their Units, and (ii) Subversive LP will remain a reporting issuer and the RVUs and Rights will continue to be listed on the TSX and the NEO (and the RVUs will trade on the OTCQX) until Subversive LP is wound-up pursuant to its A&R LP Agreement. For more information and for information on any additional consequences of the Arrangement not being completed, see "Risk Factors".

ARRANGEMENT AGREEMENT

The full text of the Arrangement Agreement is available under Subversive LP's SEDAR profile at www.sedar.com. Unitholders are urged to read the Arrangement Agreement in its entirety, as the rights and obligations of the Parties are governed by the express terms of the Arrangement Agreement and not by this summary or any other information contained in this Circular. A summary of the Arrangement Agreement is contained in the QT Prospectus (see "The Qualifying Transaction").

PROCEDURES FOR THE SURRENDER OF CERTIFICATES AND PAYMENT OF CONSIDERATION

Surrender of Certificates and Payment of Consideration to Unitholders

Depositary Agreement

On March 4, 2021, Subversive LP, the Purchaser and the Depositary entered into the Depositary Agreement. Pursuant to the Arrangement Agreement, following receipt of the Final Order and at or prior to the Closing the Purchaser is required to deposit, or arrange to be deposited, for the benefit of Unitholders, the number of Intercure Shares with the Depositary to satisfy the aggregate Consideration to be paid to Unitholders under the Plan of Arrangement.

Letter of Transmittal

If the Arrangement Resolution is passed and the Arrangement is implemented, in order to receive the Consideration for Units, Registered Unitholders must complete and sign the Letter of Transmittal enclosed with this Circular and deliver such Letter of Transmittal together with the certificate(s) (if applicable) representing the Units and the other documents required by the instructions set out therein to the Depositary in accordance with the instructions contained in the Letter of Transmittal. Registered Unitholders can obtain additional copies of the Letter of Transmittal by contacting the Depositary. Each Letter of Transmittal is also available under Subversive LP's profile on SEDAR at www.sedar.com.

The Letter of Transmittal contains procedural information relating to the Arrangement and should be reviewed carefully. The tendering of a Letter of Transmittal will constitute a binding agreement between the Unitholder, Subversive LP and the Purchaser upon the terms and subject to the conditions of the Arrangement. In all cases, Consideration for Units deposited will be made only after timely receipt by the Depositary of certificate(s) representing the Units, together with a properly completed and duly executed Letter of Transmittal relating to such Units and any other required documents.

All questions as to validity, form, eligibility and acceptance of any Units deposited pursuant to the Arrangement Agreement will be determined by the Purchaser in its sole discretion. Unitholders agree that such determination shall be final and binding. The Purchaser reserves the absolute right to reject any and all deposits which it determines not to be in proper form or which may be unlawful for it to accept under the Laws of any jurisdiction. The Purchaser reserves the absolute right to waive any defect or irregularity in any Letter of Transmittal or in the deposit of any Units and any such waiver or non-waiver will be binding upon the affected Unitholders. The granting of a waiver to one or more Unitholders does not constitute a waiver for any other Unitholders. The Purchaser reserves the right to demand strict compliance with the terms of the Letter of Transmittal. There shall be no duty or obligation on Subversive LP, the Purchaser or the Depositary or any other Person to give notice of any defect or irregularity in any deposit of Units and no liability shall be incurred by any of them for failure to give such notice. However, the Depositary has agreed to make reasonable efforts to contact any affected securityholders in an effort to cause any irregularity to be corrected.

The method of delivery of certificates representing Units and all other required documents is at the option and risk of the Person depositing the same. Subversive LP recommends that such documents be delivered by hand to the Depositary and a receipt obtained or, if mailed, that registered mail with return receipt requested be used and that appropriate insurance be obtained.

Payment of Consideration to Unitholders

Following receipt of the Final Order and prior to the Effective Time, the Purchaser shall deliver or cause to be delivered to the Depositary, in escrow, the number of Intercure Shares required pursuant to the Arrangement Agreement and Plan of Arrangement to be provided to Unitholders, as at the Effective Time.

After the Effective Time and until surrendered for cancellation, each certificate that immediately prior to the Effective Time represented one or more Units shall be deemed at all times to represent only the right to receive in exchange therefor the Consideration that the holder of such certificate is entitled to receive in accordance to the Plan of Arrangement, less any amounts withheld pursuant to the Plan of Arrangement.

Registered Unitholders who do not forward to the Depositary a duly completed Letter of Transmittal, together with the certificate(s) representing their Units and the other required documents, will not receive the aggregate Consideration to which they are otherwise entitled until deposit thereof is made, provided that if such deposit is not made on or prior to the sixth anniversary of the Effective Date, then the Consideration that such former Registered Unitholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and the Consideration to which such former Registered Unitholder was entitled, shall be delivered to the Purchaser by the Depositary, and the certificates formerly representing the Units shall cease to represent a right or claim of any kind or nature as of such final proscription date.

In the event any certificate which immediately prior to the Effective Date represented one or more outstanding Units that were transferred pursuant to the Plan of Arrangement shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration deliverable in accordance with such holder's duly completed and executed Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall, as a condition precedent to the delivery of such Consideration give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser may direct (acting reasonably), or otherwise indemnify the Purchaser and Subversive LP in a manner satisfactory to the Purchaser and Subversive LP, acting reasonably, against any claim that may be made against the Purchaser and Subversive LP with respect to the certificate alleged to have been lost, stolen or destroyed.

The Purchaser, Subversive LP and the Depositary, as applicable, shall be entitled to deduct and withhold, or to direct any Person to deduct and withhold on their behalf, from any amount payable to any Person under the Plan of Arrangement, such amounts as the Purchaser, Subversive LP or the Depositary, as applicable, determines, acting reasonably, are required or permitted to be deducted and withheld with respect to such payment under the Tax Act or any provision of any other Law; provided.

The Depositary will receive reasonable and customary compensation for its services in connection with the Arrangement, will be reimbursed for certain out-of-pocket expenses and will be indemnified by Subversive LP against certain liabilities under applicable securities Laws and expenses in connection therewith.

DISSENT RIGHTS

There is no mandatory statutory right of dissent and appraisal in respect of plans of arrangement under the BCBCA. However, as contemplated in the Plan of Arrangement and the Interim Order, copies of which are attached as Schedule C and Schedule F, respectively, to this Circular, the Parties have granted to Unitholders who object to the Arrangement the Dissent Rights. The Dissent Rights adopt the dissent procedures set forth in Division 2 of Part 8 of the BCBCA, as may be modified by the Plan of Arrangement, the Interim Order and the Final Order. A copy of Division 2 of Part 8 of the BCBCA is attached as Schedule H to this Circular.

The following is a summary of the Dissent Rights. Such summary is not a comprehensive statement of the procedures to be followed by a Unitholder who seeks to exercise such Dissent Rights and is qualified in its entirety by reference to the full text of the Plan of Arrangement, the Interim Order, and Division 2 of Part 8 of the BCBCA, which are attached as Schedule C, Schedule F and Schedule H, respectively, to this Circular.

The Dissent Rights are technical and complex. Any Unitholders who wish to exercise their Dissent Rights should seek independent legal advice, as their failure to comply strictly with the Dissent Rights may result in the loss or unavailability of their right of dissent.

Pursuant to the Interim Order, each Registered Unitholder may exercise Dissent Rights under Section 238 of the BCBCA and in the manner set forth in Sections 242 to 247 of the BCBCA, all as modified by the Plan of Arrangement as the same may be modified by the Interim Order or the Final Order in respect of the Arrangement, provided that the written objection to the Arrangement Resolution contemplated by Section 242 of the BCBCA must be sent to and received by Subversive LP, at 135 Grand Street, 2nd Floor, New York, New York 10013, with a copy to Subversive LP's counsel, Farris LLP, 25th Floor, 700 West Georgia Street, Vancouver, British Columbia V7Y 1B3, Attention: Teresa Tomchak, not later than 4:00 p.m. (Toronto time) on April 1, 2021 (or the day that is two Business Days immediately preceding the date that any adjourned or postponed Meeting is reconvened or held, as the case may be). Dissenting Holders who:

(a) are ultimately determined to be entitled to be paid fair value for such Units in respect of which Dissent Rights have been validly exercised will be deemed to have irrevocably transferred and assigned such Units (free and clear of any liens) to the Purchaser and will be entitled to be paid the fair value of such Units by the Purchaser (which fair value, notwithstanding anything to the contrary in the BCBCA, will be determined as of the close of business on the day before the Arrangement Resolution was adopted at the Meeting) and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Units; or
(b) are ultimately not entitled, for any reason, to be paid by the Purchaser fair value for their Units in respect of which Dissent Rights have been validly exercised, will be deemed to have participated in the Arrangement in respect of those Units on the same basis as a non-dissenting Unitholder.

In no event will the Purchaser, Subversive LP or any other Person be required to recognize a Dissenting Holder as a registered or beneficial owner of Units or any interest therein (other than the rights set forth above) after the completion of the steps set forth above and at such time the names of such Dissenting Holders will be deleted from the central securities register of Subversive LP as at and from the completion of the steps above.

In addition to any other restrictions set forth in the Interim Order, the Unitholders who vote or instruct a proxyholder to vote in favour of the Arrangement Resolution shall not be entitled to exercise Dissent Rights.

Beneficial Unitholders who wish to dissent with respect to their Units should be aware that only Registered Unitholders may exercise Dissent Rights in respect of Units registered in such holder's name. In many cases, Units beneficially owned by a Beneficial Unitholder are registered either: (a) in the name of an Intermediary; or (b) in the name of a clearing agency (such as CDS) of which the Intermediary is a participant. Accordingly, Beneficial Unitholders will not be entitled to exercise their Dissent Rights directly with respect to their Units, unless the Units are re-registered in the Beneficial Unitholder's name and the procedures to exercise Dissent Rights are strictly complied with. A Beneficial Unitholder who wishes to exercise Dissent Rights with respect to their Units should immediately contact the Intermediary with whom such Beneficial Unitholder deals in respect of its Units and either: (i) instruct such Intermediary to exercise the Dissent Rights on such Beneficial Unitholder's behalf (which, if the Units are registered in the name of CDS or other clearing agency, may require that the Units first be re-registered in the name of such Intermediary), or (ii) instruct such Intermediary to re-register such Units in the name of such Beneficial Unitholder, in which case such Beneficial Unitholder would be able to exercise the Dissent Rights directly without the involvement of such Intermediary.

A Dissenting Holder must dissent with respect to all Units in which the holder owns a beneficial interest. A Registered Unitholder who wishes to dissent must deliver written notice of dissent (a "Notice of Dissent") to and be received by Subversive LP, at 135 Grand Street, 2nd Floor, New York, New York 10013, with a copy to Subversive LP's counsel, Farris LLP, 25th Floor, 700 West Georgia Street, Vancouver, British Columbia V7Y 1B3, Attention: Teresa Tomchak, not later than 4:00 p.m. (Toronto time) on April 1, 2021 (or the day that is two Business Days immediately preceding the date that any adjourned or postponed Meeting is reconvened or held, as the case may be). Any failure by a Dissenting Holder to strictly comply with the Dissent Rights may result in the loss of that holder's Dissent Rights. A Beneficial Unitholder who wishes to exercise Dissent Rights must arrange for the Registered Unitholder holding their Units to deliver the Notice of Dissent in strict compliance with the Dissent Rights or for beneficially owned Units to be registered in his, her or its name.

The delivery of a Notice of Dissent does not deprive a Dissenting Holder of the right to vote at the Meeting on the Arrangement Resolution; however, a Dissenting Holder who has delivered a Notice of Dissent and who votes in favour of the Arrangement Resolution will no longer be considered a Dissenting Holder. A Unitholder need not vote its Units against the Arrangement Resolution in order to dissent. A vote against the Arrangement Resolution, whether in person or by proxy, does not constitute a Notice of Dissent.

A Dissenting Holder must prepare a separate Notice of Dissent for himself, herself or itself, if dissenting on his, her or its own behalf, and for each other person who beneficially owns Units registered in the Dissenting Holder's name and on whose behalf the Dissenting Holder is dissenting; and must dissent with respect to all of the Units registered in his, her or its name beneficially owned by the Beneficial Unitholders on whose behalf he, she or it is dissenting.

The Notice of Dissent must set out the name and address of the Dissenting Holder, the number of Units in respect of which the Notice of Dissent is being given (the "Notice Units") and whichever of the following is applicable: (a) if the Notice Units constitute all of the Units of which the Dissenting Holder is both the registered and beneficial owner and the Dissenting Holder holds no other Units as beneficial owner, a statement to that effect; (b) if the Notice Units constitute all of the Units of which the Dissenting Holder is both the registered and beneficial owner but the Dissenting Holder owns additional Units beneficially, a statement to that effect and the names of the Registered Unitholders of such additional Units, the number of such additional Units held by each of those registered owners and a statement that Notices of Dissent are being, or have been, sent with respect to all such additional Units; or (c) if the Dissent Rights are being exercised by a Registered Unitholder on behalf of a Beneficial Unitholder who is not the Dissenting Holder, a statement to that effect and the name and address of the Beneficial Unitholder and a statement that the Registered Unitholder is dissenting with respect to all Units of the Beneficial Unitholder that are registered in such Registered Unitholder's name.

Subversive LP is required, promptly after the later of: (a) the date on which it forms the intention to proceed with the Arrangement, and (b) the date on which the Notice of Dissent was received, to notify each Dissenting Holder of its intention to act on the Arrangement Resolution. If the Arrangement Resolution is approved and if Subversive LP notifies the Dissenting Holders of its intention to act upon the Arrangement Resolution, the Dissenting Holder is then required, within one month after Subversive LP gives such notice, to send to Subversive LP the certificates representing the Notice Units if such Units are certificated, and a written statement that requires Purchaser to purchase all of the Notice Units. If the Dissent Right is being exercised by the Dissenting Holder on behalf of a Beneficial Unitholder who is not the Dissenting Holder, a statement signed by the Beneficial Unitholder is required which sets out whether the Beneficial Unitholder is the beneficial owner of other Units and, if so: (i) the names of the registered owners of such Units, (ii) the number of such Units, and (iii) that dissent is being exercised in respect of all of such Units. Upon delivery of these documents, the Dissenting Holder is deemed to have sold the Units and the Purchaser is deemed to have purchased them. Once the Dissenting Holder has done this, the Dissenting Holder may not vote or exercise any unitholder rights in respect of the Notice Units.

The Dissenting Holder and the Purchaser may agree on the payout value of the Notice Units; otherwise, either party may apply to the Court to determine the payout value of the Notice Units or apply for an order that value be established by arbitration or by reference to the registrar or a referee of the Court. After a determination of the payout value of the Notice Units, the Purchaser must then promptly pay that amount to the Dissenting Holder. Pursuant to the Plan of Arrangement, the Purchaser is required to pay the payout value of the Notice Units.

A Dissenting Holder loses his, her or its Dissent Rights if, before full payment is made for the Notice Units, Subversive LP abandons the Arrangement that has given right to the Dissent Right, a court permanently enjoins the action, or the Dissenting Holder withdraws the Notice of Dissent with Subversive LP's consent. When these events occur, Subversive LP must return the unit certificates, if applicable, to the Dissenting Holder and the Dissenting Holder regains the ability to vote and exercise unitholder rights.

The discussion above is only a summary of the Dissent Rights, which are technical and complex. A Unitholder who intends to exercise Dissent Rights should carefully consider and comply with the provisions of Division 2 of Part 8 of the BCBCA, as may be modified by the Interim Order, the Plan of Arrangement and the Final Order. Persons who are Beneficial Unitholders registered in the name of an Intermediary or in some other name, who wish to dissent should be aware that only the registered owner of such Units is entitled to dissent.

It is suggested that any Unitholder wishing to avail himself, herself or itself of the Dissent Rights seek his, her or its own legal advice as failure to comply strictly with the applicable provisions of the BCBCA, as modified by the Interim Order and the Plan of Arrangement, may prejudice the availability of such Dissent Rights. Dissenting Holders should note that the exercise of Dissent Rights can be a complex, time-consuming and expensive process.

Section 246 of the BCBCA outlines certain events when Dissent Rights will cease to apply where such events occur before payment is made to the Dissenting Holders of the fair value of the Units surrendered (including if the Arrangement Resolution is not approved or is otherwise not proceeded with). In such events, the Dissenting Holder will be entitled to the return of the applicable unit certificate(s), if any, and rights as a Unitholder in respect of the applicable Units will be regained.

Any Unitholder wishing to avail himself or herself of the Dissent Rights that, for any reason, does not properly fulfill the dissent procedures in accordance with the applicable requirements, acts inconsistently with such dissent, or who, for any other reason, is not entitled to be paid the fair value of their Units shall be treated as if the Unitholder had participated in the Arrangement on the same basis as a non-dissenting Unitholder.

UNITHOLDERS THAT ARE CONSIDERING EXERCISING THEIR DISSENT RIGHTS ARE ENCOURAGED TO CONSIDER WHETHER THE REDEMPTION RIGHTS ACHIEVE A BETTER RESULT FOR THEM. SEE "REDEMPTION RIGHTS".

THE EXTENSION

Background to the Extension

As more fully described in Subversive LP's final prospectus for its initial public offering dated December 23, 2019, Subversive LP had until January 8, 2021 to consummate a qualifying transaction, unless Subversive LP executed a Transaction Document with respect to a qualifying transaction, thereby triggering the Automatic Extension. On January 4, 2021, Subversive LP announced that it had executed a definitive agreement with respect to a qualifying transaction, thereby triggering the Automatic Extension.

In connection with the Meeting, Subversive LP will provide holders of RVUs with the opportunity to deposit for redemption all or a portion of their RVUs, irrespective of whether such holders voted for or against, or did not vote on, the Extension Resolution or the Arrangement Resolution, provided that they deposit their units for redemption prior to the second Business Day before the date of the Meeting. Upon the requisite approval of the Extension Resolution (which requires approval by both the RVU holders and the Board) and, subject to applicable law, Subversive LP will be required to redeem such RVUs so deposited for the RVU Extension Redemption Price. See "Redemption Rights" below.

At the Meeting, RVU holders will be asked to vote IN FAVOUR of the Extension Resolution to approve the Extension.

Only RVU holders of Subversive LP are permitted to vote on the Extension Resolution. The Extension Resolution must be passed by a majority of the votes cast by RVU holders attending or represented by proxy at the Meeting.

Recommendation of the Board

The Board, after careful consideration and having received advice from its legal and financial advisors unanimously recommends that holders of RVUs vote FOR the Extension Resolution at the Meeting.

Reasons for the Recommendation

(a) the status of the Arrangement;
(b) the fact that without the Extension, Subversive LP will be unable to consummate the Arrangement irrespective of the result of the Arrangement Resolution;
(c) the opportunity of securityholders to participate in the future potential growth of Intercure following the successful consummation of the Arrangement;
(d) that the Extension Resolution must be passed by a majority of the votes cast only by holders of RVUs that attend the Meeting or that are represented by proxy at the Meeting; and
(e) that holders of RVUs that are not in favour of the Extension have the Extension Redemption Right to deposit their units for redemption and to receive RVU Extension Redemption Price.

The Board also considered a number of potential risks and other factors resulting from the Extension, including:

(f) the risk of the Arrangement not being consummated, including the cost of pursuing other qualifying transactions and ongoing corporate expenses;
(g) the competition by other special acquisition corporations for qualifying transactions; and
(h) the impact of various rates of redemptions of RVUs on the Escrow Account and Subversive LP's ability consummate a qualifying transaction.

Required Unitholder Approval

The Extension Resolution must be approved by more than half of the votes cast on such resolution by RVU holders present in person or represented by proxy at the Meeting.

Redemption Rights

Extension Redemption Right

In connection with the Extension Resolution, Subversive LP will provide holders of RVUs with the opportunity to deposit for redemption all or a portion of their RVUs, irrespective of whether such holders voted for or against, or did not vote on, the Extension Resolution, provided that they deposit their units for redemption prior to the second Business Day before the date of the Meeting. Upon the requisite approval of the Extension Resolution (which requires approval by both the holders of RVUs and the GP) and, subject to applicable law, Subversive LP will be required to redeem such RVUs so deposited for redemption at an amount per unit (the "RVU Extension Redemption Price"), payable in cash, equal to the pro-rata portion of: (A) the escrowed funds available in the Escrow Account at the time of the Meeting, including any interest and other amounts earned thereon, less (B) an amount equal to the total of (i) any applicable taxes payable by Subversive LP on such interest and other amounts earned in the Escrow Account, (ii) any taxes of Subversive LP arising in connection with the redemption of the RVUs, and (iii) actual and expected expenses directly related to the redemption, each as reasonably determined by Subversive LP.

For informational purposes, as of the date hereof, the estimated RVU Extension Redemption Price is approximately US\$10.04 per RVU.

If the Extension Resolution is approved and the Extension is made effective, Subversive LP shall (a) redeem those RVUs that are deposited for redemption, and (b) deliver to each such holder who has deposited units for redemption the RVU Extension Redemption Price per unit, which amount shall reduce Subversive LP's net asset value. The remainder of the escrow funds shall remain in the Escrow Account and be available for use by Subversive LP to complete a qualifying acquisition (including the Arrangement) on or before the expiration of the permitted timeline.

Qualifying Transaction Redemption Right

In addition to the Extension Redemption Right that has been triggered as a result of the GP seeking the extension, RVU holders also have the right to redeem their RVUs as a result of the Qualifying Transaction (the "QT Redemption Right"). Information in respect of the QT Redemption Right will be provided separately.

Treatment of Rights

Generally

Process for Redemption by Non-Registered Holders of RVUs

A non-registered holder of RVUs who desires to exercise their Redemption Rights 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 RVUs in connection with the Extension. A non-registered holder of RVUs who desires to redeem RVUs should ensure that the CDS Participant is provided with notice of his, her or its intention to exercise his, her or its Redemption Right sufficiently in advance of the notice date described above so as to permit the CDS Participant to deliver notice to CDS and so as to permit CDS to deliver notice to Subversive LP's Transfer Agent in advance of the required time. The form of Redemption Notice will be available from a CDS Participant or Subversive LP's Transfer Agent.

By causing a CDS Participant to deliver to CDS a notice of the owner's intention to redeem RVUs, an owner shall be deemed to have irrevocably surrendered his, her or its RVUs 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 an owner'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 owner's instructions will not give rise to any obligations or liability on the part of Subversive LP, to the CDS Participant or to the owner.

If the deadline for depositing RVUs held through an intermediary is not met by a holder of RVUs, such holder's RVUs may not be eligible for redemption.

Automatic Redemption if no Qualifying Transaction Occurs within the Permitted Timeline

In the event that Subversive LP has not consummated a qualifying transaction on or before April 8, 2021 and has not otherwise obtained approval for the Extension, it will be required to redeem as promptly as reasonably possible, on an automatic redemption date specified by the GP (such date to be within 10 days following the last day of the permitted timeline), each of the outstanding RVUs, for an amount per unit, payable in cash, equal to the pro-rata portion of: (A) the escrow funds available in the Escrow Account including any interest and other amounts earned thereon, less (B) an amount equal to the total of (i) any applicable taxes payable by Subversive LP on such interest and other amounts earned in the Escrow Account, (ii) any taxes of Subversive LP (including under Part VI.1 of the Tax Act) arising in connection with the redemption of the RVUs, and (iii) up to a maximum of \$50,000 of interest and other amounts earned from the proceeds in the Escrow Account to pay actual and expected Winding-Up expenses and certain other related costs, each as reasonably determined by the GP. The Underwriters will have no right to the deferred underwriting commission held in the Escrow Account in such circumstances.

Such redemption will completely extinguish the rights of holders of RVUs as securityholders of Subversive LP (including the right to receive further liquidation distributions, if any), subject to applicable law, and the Rights will be cancelled.

The Founders will not be entitled to redeem the Founders' Shares in connection with a qualifying transaction or entitled to access the Escrow Account upon a Winding-Up. In addition, the Founders will not be entitled to redeem their Class B Units (including the securities underlying such Class B Units) in connection with a qualifying transaction or entitled to access the Escrow Account upon a Winding-Up.

PRINCIPAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) and the regulations thereunder, as amended (the "Tax Act"), as of the date hereof, generally applicable to (i) a holder of RVUs whose RVUs are redeemed by Subversive LP in connection with the transactions described herein, (ii) a holder of RVUs who validly exercises Dissent Rights as described herein, (iii) a holder of RVUs who acquires Intercure Shares pursuant to the Qualifying Transaction, and (iv) a holder of Rights (each, a "Holder"), in each case other than Founders and Sponsors. This summary is applicable only to a Holder who, at all relevant times, for the purposes of the Tax Act, (i) deals at arm's length with Subversive LP, the Sponsors, the GP and Intercure and is not affiliated with any of Subversive LP, the Sponsors, the General Partner or Intercure, (ii) beneficially owns or will beneficially own, as applicable, its RVUs, Rights, Limited Partnership Units and/or Intercure Shares (collectively, the "Securities") and (iii) holds or will hold, as applicable, its Securities as capital property. A Security will generally be considered to be capital property to a Holder unless either (i) the Holder holds the Security in the course of carrying on a business of buying and selling securities or (ii) the Holder has acquired the Security in a transaction or transactions considered to be an adventure or concern in the nature of trade. The Securities will not be "Canadian securities" for purposes of the election under subsection 39(4) of the Tax Act to have all "Canadian securities" owned by certain Resident Holders (as defined below) deemed to be capital property.

This summary does not apply to a Holder: (i) that is a "financial institution" for purposes of the mark-to-market rules in the Tax Act; (ii) that is a "specified financial institution" as defined in the Tax Act; (iii) that reports its "Canadian tax results" within the meaning of the Tax Act in a currency other than Canadian currency; (iv) an interest in which is a "tax shelter investment" for the purposes of the Tax Act; (v) who has entered or will enter into a "dividend rental arrangement", "synthetic disposition arrangement" or "derivative forward agreement" as those terms are defined in the Tax Act with respect to any of the Securities; (vi) that is a partnership; or (vii) in respect of whom Intercure is or will become a "foreign affiliate" for the purposes of the Tax Act. Such Holders should consult their own tax advisors.

This summary is based on the facts set out in this Circular, the current provisions of the Tax Act in force as of the date hereof, counsel's understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (the "CRA") made publicly available prior to the date hereof, all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Proposed Amendments") and a certificate of the GP, on behalf of Subversive LP, relating to factual matters. No assurances can be given that the Proposed Amendments will be enacted or will be enacted as proposed. Other than the Proposed Amendments, this summary does not take into account or anticipate any changes in law or the administrative policies or assessing practices of the CRA, whether by judicial, legislative, governmental or administrative decision or action, nor does it take into account provincial, territorial or foreign tax legislation or considerations, which may differ significantly from those discussed herein.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular holder and no representations with respect to the income tax consequences to any particular holder are made. This summary is not exhaustive of all Canadian federal income tax considerations relating to the Qualifying Transaction. Holders are urged to consult their own tax advisors concerning the tax consequences to them of the transactions described herein.

Currency Conversion

In general, for purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of the Securities must be converted into Canadian dollars based on the applicable exchange rate quoted by the Bank of Canada for the relevant day or such other rate of exchange that is acceptable to the Minister of National Revenue (Canada). Certain Holders of Securities may, as a consequence, realize capital gains or capital losses by virtue of changes in the value of the U.S. dollar (or other foreign currencies) relative to the Canadian dollar.

Holders Resident in Canada

This section of the summary applies to a Holder who, at all relevant times, is, or is deemed to be, resident in Canada for the purposes of the Tax Act and any applicable income tax treaty or convention (a "Resident Holder").

Redemption of RVUs

On a redemption of RVUs by Subversive LP pursuant to a Redemption Right, the Resident Holder will be considered to have disposed of such RVUs and will realize a capital gain (or capital loss) in the taxation year of the disposition equal to the amount by which the Resident Holder's proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Resident Holder of the RVU immediately before the disposition. Such capital gain (or capital loss) will be subject to the treatment described below under "Taxation of Capital Gains and Capital Losses".

Dissent Rights

A Resident Holder who validly exercises Dissent Rights as described herein and who receives from Subversive LP the fair value of its RVUs will be considered to have disposed of such RVUs and will realize a capital gain (or capital loss) in the taxation year of the disposition equal to the amount by which the Resident Holder's proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Resident Holder of the RVU immediately before the disposition. Such capital gain (or capital loss) will be subject to the treatment described below under "Taxation of Capital Gains and Capital Losses".

Reclassification of RVUs

The reclassification of RVUs as "Limited Partnership Units" will not constitute a disposition of property for purposes of the Tax Act and, accordingly, will not give rise to a capital gain or capital loss.

Deemed Exercise of Rights

The Canadian federal income tax treatment of the deemed exercise of the Rights as part of the Arrangement is uncertain. If the deemed exercise of Rights as part of the Arrangement and the receipt of Limited Partnership Units upon such deemed exercise is treated as the exercise of an option to acquire property or as the acquisition of property in satisfaction of an absolute or contingent obligation of the Limited Partnership to provide the particular property pursuant to a contract or other arrangement one of the main objectives of which was to establish a right, whether absolute or contingent, to the particular property, no gain or loss will be realized by a Resident Holder of a Right upon the exercise of Rights. The Resident Holder's cost of the Limited Partnership Unit acquired thereby will be equal to the adjusted cost base of the Right to the Resident Holder. However, there is no certainty that the CRA will agree with this treatment. If the deemed exercise of the Rights is not so treated, Holders of Rights will be considered to have disposed of such Rights for proceeds of disposition equal to the fair market value of the Limited Partnership Units acquired in consideration for such Rights at such time. Accordingly, a Holder would realize a capital gain (or capital loss) in the taxation year of the disposition equal to the amount by which the Holder's proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Holder of such Rights immediately before the disposition. In the case of a Resident Holder, any such capital gain (or capital loss) would be subject to the treatment described below under "Holders Resident in Canada – Taxation of Capital Gains and Capital Losses". Holders are urged to consult their own tax advisors concerning the tax consequences arising as a result of the deemed exercise of the Rights.

For the purpose of computing the adjusted cost base to a Resident Holder of each Limited Partnership Unit acquired on the exercise of Rights, the cost of the Limited Partnership Unit must be averaged with the adjusted cost base to the Resident Holder of all other Limited Partnership Units (if any) held by the Resident Holder as capital property immediately prior to the exercise of such Rights.

Transfer of Limited Partnership Units for Intercure Shares

Upon the transfer of Limited Partnership Units for Intercure Shares, a Resident Holder will be considered to have disposed of such Limited Partnership Units for proceeds of disposition equal to the fair market value of such Intercure Shares at such time. On such disposition, the Resident Holder will realize a capital gain (or capital loss) in the taxation year of the disposition equal to the amount by which the Resident Holder's proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Resident Holder of the Limited Partnership Units immediately before the disposition. Such capital gain (or capital loss) will be subject to the treatment described below under "Taxation of Capital Gains and Capital Losses".

A Resident Holder will be considered to have acquired the Intercure Shares on the transfer of its Limited Partnership Units at a cost equal to the fair market value of such Intercure Shares at the time of the transfer. The adjusted cost base of Intercure Shares to a Resident Holder at any time will be determined by averaging the cost of such Intercure Shares with the adjusted cost base of any other Intercure Shares owned by the Resident Holder as capital property at that time.

Dividends on Intercure Shares

Dividends received or deemed to be received on an Intercure Share by a Holder, including amounts deducted for Israeli withholding tax, will be included in computing such Holder's income for the taxation year. Dividends received on an Intercure Share by a Holder who is an individual will not be subject to the gross-up and dividend tax credit rules normally applicable under the Tax Act to taxable dividends received from taxable Canadian corporations. A Holder that is a corporation will not be entitled to deduct the amount of such dividends in computing its taxable income for that taxation year.

To the extent that Israeli withholding tax is payable by a Holder in respect of any dividends received on Intercure Shares, the Holder may be eligible for a foreign tax credit against the Holder's federal income taxes or a deduction in computing such Holder's income under the Tax Act to the extent and under the circumstances described in the Tax Act. Holders should consult their own tax advisors regarding the availability of a foreign tax credit or deduction, having regard to their particular circumstances.

Dispositions of Intercure Shares

Upon a disposition, or a deemed disposition, of an Intercure Share, a Resident Holder will realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of the Intercure Share, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Intercure Share to the Resident Holder immediately before the disposition or deemed disposition. Such capital gain (or capital loss) will be subject to the treatment described below under "Taxation of Capital Gains and Capital Losses".

Taxation of Capital Gains and Capital Losses

A Resident Holder will be required to include in computing its income for the taxation year of disposition one-half of the amount of any capital gain (a "taxable capital gain") realized in such taxation year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder will be required to deduct one-half of the amount of any capital loss realized in a particular taxation year (an "allowable capital loss") against taxable capital gains realized in the taxation year. Allowable capital losses in excess of taxable capital gains for a taxation year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such taxation years, to the extent and under the circumstances specified in the Tax Act.

Refundable Tax

A Resident Holder that is throughout the relevant taxation year a "Canadian-controlled private corporation" (as defined in the Tax Act) may be liable to pay a refundable tax on its "aggregate investment income" (as defined in the Tax Act) for the year, including taxable capital gains and certain dividends.

Alternative Minimum Tax

In general terms, a Resident Holder who is an individual (other than certain trusts) may be liable for alternative minimum tax under the Tax Act, including as a result of realizing a capital gain on the disposition of Securities. Resident Holders that are individuals should consult their own tax advisors in this regard.

Foreign Property Information Reporting

A Resident Holder that is a "specified Canadian entity" (as defined in the Tax Act) for a taxation year or a fiscal period and whose total "cost amount" (as defined in the Tax Act) of "specified foreign property" (as defined in the Tax Act), including the Intercure Shares, at any time in the year or fiscal period exceeds C\$100,000 will be required to file an information return with the CRA for the taxation year or fiscal period disclosing certain prescribed information in respect of such property. Subject to certain exceptions, a taxpayer resident in Canada, other than a corporation or trust exempt from tax under Part I of the Tax Act, will be a "specified Canadian entity", as will certain partnerships. The Intercure Shares will be "specified foreign property" to a Resident Holder. Penalties may apply where a Resident Holder fails to file the required information return in respect of such Resident Holder's "specified foreign property" on a timely basis in accordance with the Tax Act. The reporting rules in the Tax Act relating to "specified foreign property" are complex and this summary does not purport to address all circumstances in which reporting may be required by a Resident Holder. Resident Holders should consult their own tax advisors regarding the reporting rules contained in the Tax Act.

Offshore Investment Fund Property Rules

Pursuant to the offshore investment fund property rules in the Tax Act (the "OIFP Rules"), if in a particular year a Resident Holder holds or has an interest in Intercure Shares, and the Intercure Shares may reasonably be considered to derive their value, directly or indirectly, primarily from portfolio investments in (i) shares of the capital stock of one or more corporations, (ii) indebtedness or annuities, (iii) interests in one or more corporations, trusts, partnerships, organizations, funds or entities, (iv) commodities, (v) real estate, (vi) Canadian or foreign resource properties, (vii) currency of a country other than Canada, (viii) rights or options to acquire or dispose of any of the foregoing, or (ix) any combination of the foregoing (collectively, "Investment Assets"), and it is reasonable to conclude that one of the main reasons for holding an interest in the Intercure Shares is to reduce or defer the Canadian tax liability that would have applied to the income, profits and gains generated by the portfolio investments if such income, profits and gains had been earned directly by the holder, the Resident Holder will generally be required to include in computing income for the year an amount equal to the amount, if any, by which (i) an imputed return for the taxation year computed on a monthly basis and calculated as the product obtained when the Resident Holder's "designated cost" (within the meaning of the Tax Act) of the Intercure Shares at the end of the month, is multiplied by one-twelfth of the total of (A) the applicable prescribed rate for the period that includes such month, and (B) two percent, exceeds (ii) the Resident Holder's income for the year (other than a capital gain) in respect of the Intercure Shares determined without reference to these rules.

The CRA has taken the position that the term "portfolio investment" should be given a broad interpretation. While it should be unlikely that the value of the Intercure Shares should be regarded as being derived primarily from portfolio investments in Investment Assets, there is a possibility that the CRA may take a different view. Even if the value of the Intercure Shares may reasonably be considered to be derived, directly or indirectly, primarily from portfolio investments in Investment Assets, these rules will apply to a Holder only if it is reasonable to conclude that one of the main reasons for the Holder acquiring, holding or having the Intercure Shares was to derive a benefit from Investment Assets in such a manner that the taxes, if any, on the income, profits and gains from such Investment Assets for any particular year are significantly less than the tax that would have been applicable under Part I of the Tax Act if the income, profits and gains had been earned directly by the Holder.

The OIFP Rules are complex and their application depends, to a large extent, on the reasons for a Resident Holder acquiring or holding the Intercure Shares. Resident Holders are urged to consult their own tax advisors regarding the application and consequences of the OIFP Rules in their own particular circumstances.

Eligibility for Investment

Based on the current provisions of the Tax Act in force as of the date hereof and the Proposed Amendments, the Intercure Shares will be qualified investments upon the Closing for a trust governed by an RRSP, RRIF, DPSP, RESP, RDSP or TFSA provided that at such time the Intercure Shares are listed on a designated stock exchange for the purposes of the Tax Act (which currently includes the TASE, the TSX and the NASDAQ).

Notwithstanding the foregoing, the holder of a TFSA or an RDSP, the annuitant under an RRSP or RRIF, or the subscriber of an RESP will be subject to a penalty tax in respect of Intercure Shares held in the TFSA, RDSP, RRSP, RRIF or RESP if such Intercure Shares are prohibited investments for the TFSA, RDSP, RRSP, RRIF, or RESP. An Intercure Share will generally be a "prohibited investment" for a TFSA, RDSP, RRSP, RRIF, or RESP if the holder of the TFSA or RDSP, the annuitant under the RRSP or RRIF, or the subscriber of the RESP does not deal at arm's length with Intercure for the purposes of the Tax Act, or the holder, annuitant or subscriber has a "significant interest" (as defined in subsection 207.01(4) the Tax Act) in Intercure. Holders of a TFSA or an RDSP, annuitants under an RRSP or RRIF, and subscribers of an RESP should consult their own tax advisors as to whether the Intercure Shares will be a prohibited investment in their particular circumstances.

Holders Not Resident in Canada

This section of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the Tax Act

(i) is not, and is not deemed to be, resident in Canada for the purposes of the Tax Act or any applicable income tax treaty or convention, and (ii) does not and will not use or hold, and is not and will not be deemed to use or hold, any of the Securities in connection with carrying on a business in Canada (a "Non-Resident Holder"). This summary does not apply to a Non-Resident Holder that carries on, or is deemed to carry on, an insurance business in Canada and elsewhere. Such Holders should consult their own tax advisors.

Redemption of RVUs

On a redemption of RVUs by Subversive LP in connection with the Qualifying Transaction, the Non-Resident Holder will be considered to have disposed of such RVUs and will realize a capital gain (or capital loss) in the taxation year of the disposition equal to the amount by which the Non-Resident Holder's proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Non-Resident Holder of the RVU immediately before the disposition. A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain and will not be able to deduct the allowable portion of any capital loss realized by the Non-Resident Holder on a Redemption, unless the Non-Resident Holder's RVUs constitute "taxable Canadian property" (as defined in the Tax Act) to the Non-Resident Holder at the time of disposition, and relief from taxation is not available under an applicable income tax treaty or convention. As discussed below under "Taxable Canadian Property", the RVUs are not expected to constitute taxable Canadian property.

Dissent Rights

A Non-Resident Holder who validly exercises Dissent Rights as described herein and who receives from Subversive LP the fair value of its RVUs will be considered to have disposed of such RVUs and will realize a capital gain (or capital loss) in the taxation year of the disposition equal to the amount by which the Non-Resident Holder's proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Non-Resident Holder of the RVU immediately before the disposition. A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain and will not be able to deduct the allowable portion of any capital loss realized by the Non-Resident Holder on a Redemption, unless the Non-Resident Holder's RVUs constitute "taxable Canadian property" (as defined in the Tax Act) to the Non-Resident Holder at the time of disposition, and relief from taxation is not available under an applicable income tax treaty or convention. As discussed below under "Taxable Canadian Property", the RVUs are not expected to constitute taxable Canadian property.

Reclassification of RVUs

The tax consequences of the reclassification of RVU as "Limited Partnership Units" to a Non-Resident Holder are the same as those described above under "Holders Resident in Canada – Reclassification of RVUs".

Deemed Exercise of Rights

The tax consequences of the exercise of Rights to a Non-Resident Holder generally are the same as those described above under "Holders Resident in Canada – Deemed Exercise of Rights". If a Non-Resident Holder of Rights is considered to realize a capital gain or loss as a result of the deemed exercise of Rights as part of the Arrangement, such Non-Resident Holder would not be subject to tax under the Tax Act in respect of any such capital gain and would not be able to deduct the allowable portion of any such capital loss realized by such Non-Resident Holder on such disposition unless such Rights constitute "taxable Canadian property" (as defined in the Tax Act) to the Non-Resident Holder at the time of disposition, and relief from taxation is not available under an applicable income tax treaty or convention. As discussed below under "Holders Not Resident in Canada – Taxable Canadian Property", the Rights are not expected to constitute taxable Canadian property.

Transfer of Limited Partnership Units for Intercure Shares

Upon the transfer of Limited Partnership Units for Intercure Shares, a Non-Resident Holder will be considered to have disposed of such Limited Partnership Units for proceeds of disposition equal to the fair market value of such Intercure Shares at such time. A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain and will not be able to deduct the allowable portion of any capital loss realized by such Non-Resident Holder on such disposition unless such Limited Partnership Units constitute "taxable Canadian property" (as defined in the Tax Act) to the Non-Resident Holder at the time of disposition, and relief from taxation is not available under an applicable income tax treaty or convention. As discussed below under "Taxable Canadian Property", the Limited Partnership Units are not expected to constitute taxable Canadian property.

Taxable Canadian Property

The Rights, the RVUs and the Limited Partnership Units generally will not constitute taxable Canadian property of a Non-Resident Holder, unless (a) at any time during the 60-month period immediately preceding the disposition or deemed disposition of the Security (as applicable) more than 50% of the fair market value of the Security (as applicable) was derived directly or indirectly from one or any combination of (A) real or immovable property situated in Canada, (B) Canadian resource property (as defined in the Tax Act), (C) timber resource property (as defined in the Tax Act), and (D) options in respect of, or interests in, or for civil law rights in, property described in any of (A) through (C) above, whether or not such property exists; or (b) the Security (as applicable) is deemed under the Tax Act to be taxable Canadian property. The GP has confirmed that Subversive LP does not own, and has never owned, any such property, and does not intend to make an investment, take any action or fail to take any action which would cause the Rights, the RVUs or the Limited Partnership Units to constitute taxable Canadian property. Based on this, the Rights, the RVUs and the Limited Partnership Units will not constitute taxable Canadian property.

RISK FACTORS

Unitholders should carefully consider the following risks related to the Arrangement, in addition to the other risks described elsewhere in this Circular, in evaluating whether to approve the Arrangement Resolution. Additional risks and uncertainties, including those currently unknown to or considered immaterial by Subversive LP may also adversely affect the Arrangement. Please see "Risk Factors" in the QT Prospectus for a list of such risks.

INFORMATION CONCERNING SUBVERSIVE LP

Subversive LP is a limited partnership formed under the Limited Partnerships Act (Ontario). Subversive LP was established by the GP pursuant to the terms of a Limited Partnership Agreement dated November 12, 2019 as amended and restated as of January 8, 2020 (as so amended and restated, the "A&R LP Agreement"), as may be amended, restated, modified or supplemented from time to time.

Pursuant to an initial public offering, effective January 8, 2020, Subversive LP's RVUs and Rights were listed for trading on the NEO under the symbol "SVX.U" and "SVX.RT.U", respectively (and the RVUs also trade on the OTC market under the symbol "SBVRF"). Effective February 26, 2021, the RVUs and Rights were also listed on the TSX under the same symbols. The financial year-end of Subversive LP is December 31. The reporting currency of Subversive LP is U.S. dollars. Subversive LP's head office is located at 135 Grand Street, 2nd Floor, New York, New York 10013 and its registered office is located at 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7, Canada. The GP's head office is located at 135 Grand Street, 2nd Floor, New York, New York 10013 and its registered offices are located at 700 West Georgia Street, Suite 2500, Vancouver, British Columbia V7Y 1B3, Canada.

Please see the QT Prospectus for additional information about Subversive LP.

INFORMATION CONCERNING THE PURCHASER

Intercure is an Israeli public corporation whose shares are listed for trading on the TASE under the symbol "INCR". On Closing, the Intercure Shares are expected to be listed for trading on the TASE, the NASDAQ and the TSX, but are not expected to be listed on the NEO or the OTC market. The Purchaser is a corporation incorporated pursuant to the laws of British Columbia and is a wholly-owned subsidiary of Intercure.

Please see the QT Prospectus for additional information about Intercure and the Purchaser.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth in this Circular and the QT Prospectus, no insider of Subversive LP has any material interest, direct or indirect, in the Arrangement.

AUDITOR

Subversive LP's auditor is Deloitte LLP, Chartered Professional Accountants.

DOCUMENTS INCORPORATED BY REFERENCE

The QT Prospectus and any amendment to the Prospectus that, prior to the redemption deadline, is filed with the Ontario Securities Commission and other securities regulatory authorities in Canada, shall be deemed to be incorporated by reference in this Circular. Copies of the QT Prospectus such amendment may be obtained on request without charge upon request to the GP at 135 Grand Street, 2nd Floor, New York, New York 10013, or by accessing the disclosure documents available through the internet on SEDAR at www.sedar.com.

Any statement contained in this Circular or the QT Prospectus, or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded, for purposes of this Circular and the QT Prospectus on the date hereof, to the extent that a statement contained in this Circular or the QT Prospectus on the date hereof or in any subsequently filed amendment to the QT Prospectus (or part thereof) on the date hereof that also is, or is deemed to be incorporated by reference in this Circular modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Circular or the QT Prospectus on the date hereof. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document which it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

ADDITIONAL INFORMATION

Additional information relating to Subversive LP may be found on SEDAR at www.sedar.com and in the QT Prospectus. Additional financial information is provided in Subversive LP's audited financial statements and management's discussion and analysis for Subversive LP's most recently completed financial year. A copy of Subversive LP's financial statements and management's discussion and analysis is available, free of charge, upon written request to the GP at 135 Grand Street, 2nd Floor, New York, New York 10013. These documents are also available on SEDAR at www.sedar.com.

APPROVAL OF CIRCULAR

The undersigned hereby certifies that the contents and the sending of this Circular have been approved by the Directors.

DATED this 9th day of March, 2021.

BY ORDER OF THE DIRECTORS OF SUBVERSIVE REAL ESTATE ACQUISITION REIT (GP) INC.

(signed) "Michael Auerbach"

Michael Auerbach Executive Chair of the Board

SCHEDULE A

GLOSSARY OF TERMS

Unless the context otherwise requires or where otherwise provided, the following words and terms shall have the meanings set forth below when used in the Circular.

"A&R LP Agreement" means the amended and restated limited partnership agreement of Subversive LP dated January 8, 2020.

"allowable capital loss" has the meaning ascribed to it under the heading "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses".

"Arrangement" means the arrangement under Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations made in accordance with the terms of the Arrangement Agreement or made at the direction of the Court in the Final Order with the consent of the Parties, acting reasonably.

"Arrangement Agreement" means the Arrangement Agreement dated February 9, 2021 among the Purchaser, Subversive LP, the GP, Intercure and certain other parties thereto.

"Arrangement Resolution" means the special resolution approving the Plan of Arrangement to be considered at the Meeting by the Unitholders, which is attached as Schedule B hereto.

"Automatic Extension" means the automatic extension, to April 8, 2021, of the permitted timeline with respect to which Subversive LP must consummate a qualifying transaction.

"BCBCA" means the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57.

"Beneficial Unitholder" means a Unitholder who holds its Units through a broker, investment dealer, bank, trust company or other intermediary.

"Board" means the board of directors of the GP, as constituted from time to time.

"Broadridge" means Broadridge Investor Communications Solutions.

"Business Day" means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Vancouver, British Columbia.

"Canadian Securities Laws" means, collectively, the applicable securities laws of each of the applicable jurisdictions including the respective regulations and rules made under those securities laws together with all applicable published national and local instruments, policy statements, notices, blanket orders and rulings of the Securities Commissions and all discretionary orders or rulings, if any, of the Securities Commissions

"CDS" has the meaning ascribed to it under the heading "Solicitation of Proxies and Voting at the Meeting – Beneficial Unitholders".

"CDS Participant" has the meaning ascribed to it under the heading "Process for Redemption by Non-Registered Holders of RVUs".

"Chair of the Meeting" refers to the Chair of the Meeting.

"Circular" means this management information circular dated March 9, 2021, together with all schedules and appendices hereto and documents incorporated herein by reference, distributed by Subversive LP in connection with the Meeting.

"Class A Restricted Voting Units" has the meaning ascribed to it under the heading "The Arrangement - Background to the Arrangement".

"Class B Unitholders" means the registered and/or beneficial holders of the Class B Units, as the context requires.

"Class B Units" means the Class B units in the capital of Subversive LP.

"Closing" means the closing of the Arrangement.

"Consideration" means the number of Intercure Shares per Limited Partnership Unit determined pursuant to the Arrangement Agreement.

"Court" means the Supreme Court of British Columbia, sitting in Vancouver, British Columbia, or other court as applicable.

"CRA" means the Canada Revenue Agency.

"Depositary" means Olympia Trust Company.

"Depositary Agreement" means the agreement entered on March 4, 2021 between Subversive LP, the Purchaser and the Depositary.

"Designated Intercure Convertible Securities" means a total of 13,388,800 Intercure options designated as vested ESOP-A, 8,570,000 Intercure options designated as Options-A1, and 1,000,000 Intercure options designated as Options-A2. The Designated Intercure Convertible Securities do not include approximately 13,936,528 options to purchase Intercure Shares, with an average weighted exercise price of US\$1.31, expiring between September 2023 and January 2030.

"Directors" means the directors of the GP.

"Dissent Rights" means, in connection with the Arrangement, the right of a Registered Unitholder to exercise rights of dissent with respect to Units held by such Unitholder pursuant to sections 237 to 247 of the BCBCA, as modified by the Interim Order and the Plan of Arrangement.

"Dissenting Holder" means a Registered Unitholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Units in respect of which Dissent Rights are validly exercised in accordance with the Plan of Arrangement by such Registered Unitholder.

"Effective Date" means the date on which the Arrangement becomes effective.

"Effective Time" means 12:01 a.m. (Toronto time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

"Escrow Account" has the meaning ascribed to it under the heading "The Arrangement - Background to the Arrangement".

"Escrow Agreement" has the meaning ascribed to it under the heading "The Arrangement - Background to the Arrangement".

"Exchange Ratio" means the ratio by which each Limited Partnership Unit shall convert into a number of Intercure Shares equal to the quotient of (i) US\$10.00 divided by (ii) the Intercure Share Value.

"Extension" means, in connection with the Transaction, an extension of the date by which Subversive LP has to consummate a qualifying transaction from April 8, 2021 to up to August 31, 2021.

"Extension Redemption Right" means the right of holders of RVUs to redeem all or a portion of their RVUs in connection with the Extension.

"Extension Resolution" means the special resolution for holders of RVUs to consider, and if thought advisable, to pass, with or without amendment, to allow for the Extension.

"Final Order" means the final order of the Court pursuant to Section 291(4) of the BCBCA after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, in a form acceptable to the Parties, acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of the Parties, acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal (provided however, that any such amendment must be acceptable to the Parties, acting reasonably).

"Forfeiture and Transfer Restrictions Agreement and Undertaking" has the meaning ascribed to it under the heading "The Arrangement – Interests of Certain Persons in the Arrangement".

"Form of Proxy" means the form of proxy accompanying this Circular.

"forward-looking statements" has the meaning ascribed to it under the heading "CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION".

"Founders" has the meaning ascribed to it under the heading "The Arrangement - Background to the Arrangement".

"Founders' Shares" means the 57,562 Proportionate Voting Units of Subversive LP issued to the Founders prior to the closing of Subversive LP's initial public offering of RVUs, and for greater certainty does not include the Proportionate Voting Units forming part of the Class B Units purchased by the Sponsors.

"Fully Diluted Intercure Shares" means the number of Intercure Shares issued or deemed to be issued, as applicable, and outstanding as of immediately prior to the Closing assuming the exercise or conversion, as applicable, of all outstanding Designated Intercure Convertible Securities.

"GP" means Subversive Real Estate Acquisition REIT (GP) Inc., a company incorporated under the laws of British Columbia and the general partner of Subversive LP.

"Holder" has the meaning ascribed to it under the heading "Certain Canadian Federal Income Tax Considerations".

"Initial Portfolio Qualifying Transaction" has the meaning ascribed to it under the heading "The Arrangement - Background to the Arrangement".

"Intercure" means Intercure Ltd., an Israeli public corporation whose shares are listed for trading on the TASE under the symbol "INCR".

"Intercure Qualifying Transaction" has the meaning ascribed to it under the heading "The Arrangement - Background to the Arrangement".

"Intercure Share Consolidation" means a reverse split of the Intercure Shares intended to adjust the Intercure Share Value to \$10.00 per Intercure Share.

"Intercure Share Value" means the quotient of (i) \$300,000,000 divided by (ii) the Fully Diluted Intercure Shares.

"Intercure Shareholder Approval" means the approval by the shareholders of Intercure at a meeting of the Intercure shareholders scheduled to be held prior to the Closing of the following matters: (a) approve the Arrangement Agreement and the transactions contemplated therein, (b) approve a reverse split of the Intercure Shares intended to adjust the Intercure Share Value to \$10.00 per Intercure Share, (c) assuming the Intercure Share Consolidation has taken place, approve the increase of the authorized share capital of Intercure by 55,048,671 additional Intercure Shares (from the 44,951,329 authorized post-Intercure Share Consolidation), (d) approve the listing of the Intercure Shares on the NASDAQ and the TSX, (e) amend the constating documents of Intercure to reflect the resolutions detailed herein and any additional amendments required to effect the transactions contemplated by the Arrangement Agreement, (f) appoint, subject to completion of the Arrangement, new directors to the Board; and (g) amend the compensation policy of Intercure to reflect certain director & officer insurance thresholds required as a result of the transactions contemplated by the Arrangement Agreement.

"Intercure Shares" means the ordinary shares in the capital of Intercure.

"Interim Order" means the interim order of the Court pursuant to Section 291(2) of the BCBCA, providing for, among other things, the calling and holding of the Meeting, in a form acceptable to the Parties, acting reasonably, as such order may be amended by the Court with the consent of the Parties, acting reasonably.

"Intermediary" means an intermediary with which a Beneficial Unitholder may deal, including banks, trust companies, securities dealers or brokers and trustees or administrators of self-directed trusts governed by RRSPs, RRIFs, RESPs (each as defined in the Tax Act) and similar plans, and their nominees.

"Israeli Securities Authority" means the national securities regulator of Israel.

"Investment Assets" has the meaning ascribed to it under the heading "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Offshore Investment Fund Property Rules".

"Law(s)" means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, award, decree, ruling, published administrative policy (to the extent such policy has the force of law or is binding on the Person to which it purports to apply), or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a governmental entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any governmental entity.

"Letter of Transmittal" means the applicable letter of transmittal, on terms and conditions not inconsistent with the Arrangement Agreement and the Plan of Arrangement, to be delivered by Subversive LP to Unitholders providing for delivery of the certificates representing the Unitholder's Units to the Depositary.

"Limited Partnership Units" means the RVUs following the renaming of such class of securities to "Limited Partnership Units" pursuant to the Plan of Arrangement, and each a "Limited Partnership Unit".

"Limited Partnerships Act" means the Limited Partnerships Act (Ontario) RSO 1990, c. L.16.

"Meeting" means the special meeting of Unitholders to be held on April 6, 2021, and any adjournment or postponement thereof.

"NASDAQ" means the Nasdaq Stock Market.

"NEO" means the NEO Exchange Inc.

"NIS" means the Israeli New Shekel, the currency of Israel.

"NOBOs" has the meaning ascribed to it under the heading "Solicitation of Proxies and Voting at the Meeting – Beneficial Unitholders".

"Non-Resident Holder" has the meaning ascribed to it under the heading "Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada".

"Notice of Dissent" has the meaning ascribed to it under the heading "Dissent Rights".

"Notice of Special Meeting" means the notice of the Meeting accompanying the Circular.

"Notice Units" has the meaning ascribed to it under the heading "Dissent Rights".

"OBOs" has the meaning ascribed to it under the heading "Solicitation of Proxies and Voting at the Meeting – Beneficial Unitholders".

"Offering" has the meaning ascribed to it under the heading "The Arrangement - Background to the Arrangement".

"OIFP Rules" has the meaning ascribed to it under the heading "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Offshore Investment Fund Property Rules".

"Olympia" means Olympia Trust Company.

"OTCQX" means the OTCQX International Marketplace.

"Parties" means, collectively, the GP, Subversive LP and the Purchaser and "Party" means any one of them.

"Person" includes any individual, partnership, limited partnership, association, body corporate, organization, joint venture, trust, estate, trustee, executor, administrator, legal representative, government (including a governmental entity), syndicate or other entity.

"Plan of Arrangement" means the plan of arrangement substantially in the form attached as Schedule C hereto and proposed under Section 291 of the BCBCA, and any amendments or variations made in accordance with the Arrangement Agreement or the Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of the Parties, acting reasonably.

"Private Placement" has the meaning ascribed to it under the heading "The Arrangement - Background to the Arrangement".

"Proportionate Voting Units" means the proportionate voting units of Subversive LP forming part of the Class B Units, and where applicable, the Founders' Proportionate Voting Units, and each a "Proportionate Voting Unit".

"Proposed Amendments" has the meaning ascribed to it under the heading "Certain Canadian Federal Income Tax Considerations".

"Purchaser" means Canndoc Acquisition Subco Ltd., a wholly-owned subsidiary of Intercure incorporated under the laws of British Columbia.

"PVU holders" means the registered and/or beneficial holders of PVUs, as the context requires.

"PVUs" means Proportionate Voting Units in the capital of Subversive LP.

"QT Redemption Right" means the right of holders of RVUs to redeem all or a portion of their RVUs in connection with the Extension.

"QT Prospectus" means the preliminary prospectus of Subversive LP filed on February 9, 2021, any amendments thereto, the final prospectus of Subversive LP expected to be filed after the date of this Circular and any amendments thereto.

"Qualifying Transaction" means any transaction entered into by Subversive LP for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, equity exchange, asset acquisition, equity purchase, reorganization, or any other similar business combination involving Subversive LP that will qualify as its qualifying transaction for the purposes of the rules of the TSX and the NEO.

"Qualifying Transaction Redemption Price" means an amount per RVU, payable in cash, equal to the pro-rata 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 payable by Subversive 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 GP, subject to the limitations described in this Prospectus, which is expected to be approximately US\$10.04.

"RDSP" means Registered Disability Savings Plan.

"Record Date" means the date for which the determination of Unitholders entitled to notice of and to vote at the Meeting, and at any adjournment or postponement thereof is determined.

"Redemption Right" means the right of holders of RVUs to redeem all or a portion of their RVUs in connection with the Qualifying Transaction and/or the Extension.

"Registered Unitholder" means a Person who or which is a registered holder of Units.

"Resident Holder" has the meaning ascribed to it under the heading "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada".

"RESP" means Registered Education Savings Plan.

"Restricted Parties" has the meaning ascribed to it under the heading "The Arrangement – Interests of Certain Persons in the Arrangement".

"Rights" means certain of the rights issued and outstanding of Subversive LP, which entitle the holder thereof to receive 1/8th of a Limited Partnership Unit upon the closing of a qualifying transaction.

"RVU Extension Redemption Price" has the meaning ascribed to it under the heading "Redemption Rights".

"RVU Qualifying Acquisition Redemption Price" means the consideration payable on redemption of an RVU in accordance with the A&R LP Agreement.

"RVU holders" means the registered and/or beneficial holders of the RVUs, as the context requires.

"RVUs" means the Restricted Voting Units in the capital of Subversive LP.

"RRIF" means Registered Retirement Income Fund.

"RRSP" means Registered Retirement Savings Plan.

"Securities" has the meaning ascribed to it under the heading "Certain Canadian Federal Income Tax Considerations".

"SEDAR" means the System for Electronic Document Analysis and Retrieval maintained on behalf of the Canadian Securities Administrators.

"Sponsors" has the meaning ascribed to it under the heading "The Arrangement - Background to the Arrangement".

"Subversive LP" means Subversive Acquisition LP, a limited partnership formed under the laws of Ontario.

"Subversive Sponsor" has the meaning ascribed to it under the heading "The Arrangement - Background to the Arrangement".

"TASE" means the Tel Aviv Exchange Stock Exchange.

"Tax Act" means the Income Tax Act, R.S.C. 1985, c. 1 (5th Supp.).

"taxable capital gain" has the meaning ascribed to it under the heading "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses".

"TFSA" means tax-free savings account.

"Transaction Document" means the transaction document executed by Subversive LP with respect to which the permitted timelines to consummate the qualifying transaction was automatically extended to April 8, 2021.

"Transfer Agent" means Olympia Trust Company.

"TSX" means the Toronto Stock Exchange and any successor thereto.

"Underwriters" has the meaning ascribed to it under the heading "The Arrangement - Background to the Arrangement".

"United States" or "U.S." means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

"Unitholder Approval" means the approval of the Arrangement Resolution and Extension Resolution by the applicable Unitholders at the Meeting in accordance with the Interim Order.

"Unitholders" means the RVU holders and the PVU Unitholders, as the context requires.

"Units" means the RVUs and the PVUs (including the PVUs forming part of the Class B Units).

"Winding-Up" means the winding-up of Subversive LP in accordance with the A&R LP Agreement.

SCHEDULE B

ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

1. The arrangement (the "Arrangement") under Section 288 of the Business Corporations Act S.B.C. 2002, c.57 pursuant to the arrangement agreement among Subversive Acquisition LP ("Subversive LP"), Subversive Real Estate Acquisition REIT (GP) Inc. ("GP"), Intercure Ltd., Subversive Real Estate Sponsor LLC, and Canndoc Acquisition Subco Ltd., dated July 18, 2019, as it may be modified, supplemented or amended from time to time in accordance with its terms (the "Arrangement Agreement"), all as more particularly described and set forth in the management information circular of Subversive LP dated March 9, 2021 accompanying the notice of this special meeting, is hereby authorized, approved and adopted.
1. The plan of arrangement, as it has been or may be modified, supplemented or amended in accordance with the Arrangement Agreement and its terms, (the "Plan of Arrangement"), the full text of which is set out as Schedule C to the Arrangement Agreement, is hereby authorized, approved and adopted.
1. The Arrangement Agreement and all the transactions contemplated therein, the actions of the directors of the GP in approving the Arrangement and the actions of the directors and officers of the GP in executing and delivering the Arrangement Agreement and any modifications, supplements or amendments thereto are hereby ratified and approved.
1. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the holders of RVUs and PVUs of Subversive LP or that the Arrangement has been approved by the Supreme Court of British Columbia (the "Court"), the directors of the GP are hereby authorized and empowered, at their discretion, without further notice to or approval of such holders: (i) to amend or modify the Arrangement Agreement or the Plan of Arrangement to the extent permitted by their terms, and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions.
1. Any officer or director of the GP is hereby authorized and directed, for and on behalf of Subversive LP and/or the GP, to make an application to the Court for an order approving the Arrangement and to execute, under the corporate seal of the GP or otherwise, such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.
1. Any officer or director of the GP is hereby authorized and directed for and on behalf of Subversive LP and/or the GP to execute or cause to be executed and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as, in such person's opinion, may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such other document or instrument or the doing of any other such act or thing.

SCHEDULE C

PLAN OF ARRANGEMENT

See attached.

PLAN OF ARRANGEMENT

Plan of Arrangement under Section 288 of the Business Corporations Act (British Columbia)

ARTICLE I INTERPRETATION

1.1 Definitions

In this Plan of Arrangement, the following terms have the following meanings:

"affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person. As used herein, the term "control" means (a) the power to vote at least 10% of the voting power of a Person, or (b) the possession, directly or indirectly, of any other power to direct or cause the direction of the management and policies ofsuch a Person, whetherthrough ownership of voting securities, by contract or otherwise, or (c) as defined in the Israeli Securities Law.

"Arrangement", "herein", "hereof", "hereto", "hereunder" and similar expressions mean and refer to the arrangement pursuant to section 288 of the BCBCA set forth in this Plan of Arrangement as supplemented, modified or amended, and not to any particular article, section or other portion hereof.

"Arrangement Agreement" means the arrangement agreement dated February 9, 2021 among Intercure, Intercure BC Sub, Subversive, Subversive General Partner and the Representative, including the schedules and exhibits attached thereto, as the same may be amended or supplemented from time to time.

"BCBCA" means the Business Corporations Act (British Columbia), S.B.C. 2002 c. 57, as amended.

"Business Day" means any day, excluding Saturday or Sunday, on which banking institutions are open for business in Toronto, Ontario, Canada, Tel Aviv, Israel, and New York, New York, United States of America.

"Court" means the Supreme Court of British Columbia, sitting in Vancouver, British Columbia, or other court as applicable.

"Depositary" means such Person as Subversive may appoint to act as depositary in relation to the Arrangement.

"Designated Intercure Convertible Securities" means a total of 13,388,800 Intercure Convertible Securities consisting of (i) 3,818,800 Intercure Convertible Securities designated as vested ESOP-A, (ii) 8,570,000 Intercure Convertible Securities designated as Options-A1, and (iii) 1,000,000 Intercure Convertible Securities designated as Options-A2;

"Dissent Rights" has the meaning set out in Section 4.1(1) of this Plan of Arrangement.

"Dissenting Holders" means registered holders of Subversive Restricted Voting Units that validly exercise Dissent Rights and whose Dissent Rights remain valid immediately prior to the Effective Time.

"Dissenting Units" means Subversive Restricted Voting Units held by Dissenting Holders in respect of which Dissent Rights have been and remain validly exercised at the Effective Time.

"Effective Date" means the date on which the Arrangement becomes effective.

"Effective Time" means 10 a.m. (Vancouver time) on the Effective Date, or such other time as Intercure and Subversive determine.

"Escrow Account" means the escrow account of Subversive established and maintained by the Escrow Agent, which holds in escrow the gross proceeds of the initial public offering of the Subversive Class A Restricted Voting Units, including the gross proceeds of the over-allotment option.

"Escrow Agent" means Olympia Trust Company, in its capacity as escrow agent, under the Escrow Agreement, and its successors and permitted assigns.

"Escrow Agreement" means the escrow agreement dated January 8, 2020, among Subversive, the Escrow Agent, Canaccord Genuity Corp. and Echelon Wealth Partners Inc.

"Final IPO Prospectus" means the final long-form prospectus of Subversive dated December 23, 2019 in connection with its initial public offering of Subversive Class A Restricted Voting Units.

"Final Order" means the final order of the Court pursuant to Section 291 of the BCBCA approving the Arrangement.

"Financing" means the private placement of Subversive Limited Partnership Units to the PIPE Investors by Subversive on the Effective Date pursuant to the Subscription Agreements.

"Fully Diluted Intercure Shares" means an aggregate of 133,477,700 Intercure Shares (comprising the number of Intercure Shares issued or deemed to be issued, as applicable, and outstanding as of the date of the Arrangement Agreement assuming the exercise or conversion, as applicable, of all outstanding Designated Intercure Convertible Securities).

"General Partner Common Shares" means the 100 common shares issued and outstanding in the capital of Subversive General Partner.

"Government Authority" means any applicable foreign, national, provincial, local or state government, any political subdivision or any governmental, judicial, public or statutory instrumentality, court, tribunal, agency (including those pertaining to health, safety or the environment), authority, body or entity, or other regulatory bureau, authority, body or entity having legal jurisdiction over the activity or Person in question and, for greater certainty, includes the NEO, TSX, OSC, TASE and ISA.

"Intercure" means Intercure Ltd.

"Intercure Agent Warrants" means the options of Intercure issued to dealers and agents in connection with any prior financings of Intercure of which, as of the date of the Arrangement Agreement, there are no (0) Intercure Agent Warrants issued and outstanding.

"Intercure BC Sub" means Canndoc Acquisition Subco Ltd., a wholly owned subsidiary of Intercure.

"Intercure Convertible Securities" means, collectively, the Intercure Options, the Intercure Warrants and the Intercure Agent Warrants.

"Intercure Options" means the stock options to purchase Intercure Shares granted to Intercure's directors, officers, employees, contractors and other eligible persons, of which, as of the date of the Arrangement Agreement, there are 5,338,184 Intercure Options (prior to the Intercure Share Consolidation) issued and outstanding and 4,303,356 (prior to the Intercure Share Consolidation) that will be issued by the consummation of the Plan of Arrangement;

"Intercure Share Consolidation" means the consolidation of the registered and issued share capital of Intercure by a ratio of 4.4492567:1 so that each 4.4492567 Intercure Shares shall be consolidated into one (1) new Intercure Share.

"Intercure Share Value" means the quotient of (i) \$300,000,000 divided by (ii) the Fully Diluted Intercure Shares (which results in \$2.247566455 prior to the Intercure Share Consolidation and \$10.00 after the Intercure Share Consolidation).

"Intercure Shares" means the ordinary shares in the capital of Intercure.

"Intercure Warrants" means the common share purchase warrants of Intercure of which, as of the date of this Agreement, there are 16,683,788 Intercure Warrants issued and outstanding (prior to the Intercure Share Consolidation).

"Interim Order" means the interim order of the Court contemplated by Section 3.2 of the Arrangement Agreement and made pursuant to Section 291 of the BCBCA, providing for, among other things, the calling and holding of the Subversive Meeting, as the same may be amended by the Court, with the consent of Subversive.

"ISA" means the Israel Securities Authorities.

"Laws" means all laws, statutes, codes, ordinances, decrees, rules, regulations, by laws, statutory rules, principles of law, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and terms and conditions of any grant of approval, permission, authority or license of any Government Authority, statutory body or self-regulatory authority, and the term "applicable" with respect to such Laws and in the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Government Authority (or any other Person) having jurisdiction over the aforesaid Person or Persons or its or their business, undertaking, property or securities.

"Letter of Transmittal" means a letter of transmittal to be sent to the Subversive Limited Partners for use in connection with the Arrangement and in order to deliver to the Subversive Limited Partners the Intercure Shares to which they are entitled after giving effect to the Arrangement.

"Liens" means any mortgage, charge, pledge, hypothec, security interest, prior claim, assignment, lien (statutory or otherwise), or restriction or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute.

"NEO" means the Neo Exchange Inc.

"OSC" means the Ontario Securities Commission.

"Per Unit Arrangement Consideration" means a number of Intercure Shares equal to the quotient of (i) \$10, divided by (ii) the Intercure Share Value;

"Person" includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Government Authority, syndicate or other entity, whether or not having legal status.

"PIPE Investors" means purchasers of Subversive Limited Partnership Units in the Financing.

"Redeemed Unit" has the meaning set out in Section 2.3(3) of this Plan of Arrangement.

"Redemption Amount" has the meaning set out in Section 2.3(3)(a) of this Plan of Arrangement.

"Representative" means Subversive Real Estate Sponsor LLC.

"Rights Agent" means Olympia Trust Company.

"Rights Agreement" means the rights agency agreement dated January 8, 2020 between Subversive and the Rights Agent.

"Subscription Agreements" means the subscription agreements pursuant to which, subject to the terms and conditions contained therein, the PIPE Investors agreed to purchase from Subversive and Subversive agreed to sell to the PIPE Investors the Subversive Limited Partnership in the Financing, which Subversive Limited Partnership shall ultimately be acquired by Intercure pursuant to the terms of the Arrangement.

"Subversive" means Subversive Real Estate Acquisition REIT LP.

"Subversive Arrangement Resolution" means a special resolution of the Subversive Limited Partners in respect of the Arrangement to be considered at the Subversive Meeting.

"Subversive Class A Restricted Voting Units" means the class A restricted voting units of Subversive issued pursuant to the Final IPO Prospectus, each consisting of one Subversive Restricted Voting Unit and one Subversive Right.

"Subversive Class B Units" means the Class B units of Subversive, each comprised of 1/100 of a Subversive Proportionate Voting Unit and one Subversive Right.

"Subversive General Partner" means Subversive Real Estate Acquisition REIT (GP) Inc.

"Subversive Limited Partners" means the limited partners of Subversive.

"Subversive Limited Partnership Agreement" means the amended and restated limited partnership agreement of Subversive dated January 8, 2020.

"Subversive Limited Partnership Units" means the Subversive Restricted Voting Units following the renaming of such class of securities to "Limited Partnership Units" pursuant to Section 2.3(4).

"Subversive Meeting" means the meeting of the Subversive Limited Partners, including any adjournment or postponement thereof in accordance with the terms of the Arrangement Agreement, that is to be convened as provided by the Interim Order to consider, and if deemed advisable approve, the Subversive Arrangement Resolution.

"Subversive Proportionate Voting Units" means the proportionate voting limited partnership units of Subversive.

"Subversive Restricted Voting Units" means the restricted voting limited partnership units of Subversive.

"Subversive Rights" means the rights to receive, for no additional consideration, one-eighth (1/8) of one Subversive Restricted Voting Unit following the Effective Time (which at such time will represent one-eighth (1/8) of a Subversive Limited Partnership Unit, subject to adjustment under the terms of the Rights Agreement).

"Subversive Securityholders" means the holders of Subversive Restricted Voting Units, Subversive Proportionate Voting Units, and Subversive Rights.

"TASE" means the Tel Aviv Stock Exchange.

"Taxes" means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Government Authority, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers' compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Government Authority on or in respect of amounts of the type described in clause (i) above or this

clause (ii); (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iv) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party, in each case whether disputed or not.

"Transfer Agent" means Olympia Trust Company, in its capacity as registrar and transfer agent of Subversive Restricted Voting Units, or such other entity chosen by any of Subversive to act as the registrar and transfer agent of Subversive Restricted Voting Units.

"Transferred Subversive Limited Partnership Units" has the meaning set out in Section 2.3(8) of this Plan of Arrangement.

"TSX" means the Toronto Stock Exchange.

1.2 Certain Rules of Interpretation

(1) Unless otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in, and all payments provided for herein shall be made in, United States currency and "\$" refers to United States dollars.
(2) The division of this Plan of Arrangement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement.
(3) Unless reference is specifically made to some other document or instrument, all references herein to "Articles" and "Sections" are to articles and sections of this Plan of Arrangement.
(4) Unless the context otherwise requires, words importing the singular number shall include the plural and vice versa; words importing any gender shall include all genders. Wherever the term "includes" or "including" is used, it shall be deemed to mean "includes, without limitation", "including, but not limited to" or "including, without limitation", respectively.
(5) In the event that the date on which any action is required to be taken hereunder by any of the parties is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.
(6) A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Plan of Arrangement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.
(7) References to time herein or in any Letter of Transmittal are to local time in Vancouver, British Columbia.
(8) References to any legislation or to any provision of any legislation shall include any legislative provision substituted therefor and all regulations, rules and interpretations issued thereunder or pursuant thereto, in each case as the same may have been or may hereafter be amended or re-enacted from time to time.

ARTICLE II THE ARRANGEMENT

2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to and subject to the provisions of the Arrangement Agreement.

2.2 Binding Effect

This Plan of Arrangement and the Arrangement, will become effective, and be binding on Intercure, Intercure BC Sub, Subversive, Subversive General Partner and the Representative and

the Subversive Securityholders, including Dissenting Holders, the Transfer Agent, the Rights Agent, the Depositary and all other Persons, at and after, the Effective Time without any further act or formality required on the part of any Person.

2.3 Arrangement

Commencing at the Effective Time, each of the steps set out below shall occur in the order set forth below without any further act or formality, with each such step occurring five (5) minutes after the completion of the immediately preceding step unless otherwise specified:

(1) The Subversive Limited Partnership Agreement shall be amended to the extent necessary to facilitate the Arrangement and the implementation of the steps and transactions described herein;
(2) Each of the Dissenting Units shall be transferred to Intercure BC Sub (free and clear of all Liens) in accordance with, and for the consideration contemplated in Article IV, and, effective at the time of this step:
(a) the Dissenting Holders shall cease to be the holders of such Dissenting Units and to have any rights as holders of such Dissenting Units, other than the right to be paid by Intercure BC Sub fair value for such Dissenting Units as determined under Article IV;
(b) the Dissenting Holders' names shall be removed as the holders of such Dissenting Units from the register of Subversive Restricted Voting Units maintained by or on behalf of Subversive; and
(c) Intercure BC Sub shall be deemed to be the transferee of the Dissenting Units (free and clear of all Liens) and shall be entered as holder of the Dissenting Units in the register of Subversive Restricted Voting Units maintained by or on behalf of Subversive.
(3) Each Subversive Restricted Voting Unit (each, a "Redeemed Unit") that has been deposited for redemption:
(a) shall be redeemed for cash equal to the pro-rata portion (per Subversive Restricted Voting Unit) 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 payable by Subversive 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 Subversive General Partner (the "Redemption Amount");
(b) the holders of Redeemed Units shall cease to be the holders of such Redeemed Units and to have any rights as holders of such Redeemed Units, other than the right to be paid the Redemption Amount;
(c) the holders of Redeemed Units' names shall be removed as the holders of such Redeemed Units from the register of Subversive Restricted Voting Units maintained by or on behalf of Subversive; and
(d) the Redeemed Units shall be cancelled.
(4) The remaining Subversive Restricted Voting Units shall be renamed "Limited Partnership Units".
(5) Each Subversive Right shall be deemed, without any action on the part of the holder, to be exercised by the holder thereof and:
(a) one Subversive Limited Partnership Unit shall be issued for every eight Subversive Rights held by the holders thereof;
(b) Subversive shall not be obliged to issue fractional Subversive Limited Partnership Units, and any fraction of a Subversive Limited Partnership Unit that a holder of Subversive Rights would be entitled to receive (after aggregating all Subversive Limited Partnership Units issuable to such holder in respect of all such holder's Subversive Rights that are deemed to be exercised) shall be rounded down to the nearest whole number; and
(c) the holders of Subversive Rights shall cease to be the holders of such Subversive Rights and to have any rights as holders of such Subversive Rights, other than the right to be receive Subversive Limited Partnership Unit upon the deemed exercise thereof;
(d) the holders of Subversive Rights' names shall be removed as the holders of such Subversive Rights from the register of Subversive Rights maintained by or on behalf of Subversive; and
(e) the Subversive Rights shall be cancelled.
(6) Each Subversive Proportionate Voting Unit will be deemed, without any action on the part of the holder, to automatically be converted into Subversive Limited Partnership Units on the basis of 100 Subversive Limited Partnership Units for one Subversive Proportionate Voting Unit, and in the case of fractions of Subversive Proportionate Voting Units, such number of Subversive Limited Partnership Units as is determined by multiplying the fraction by 100, and:
(a) the holders of Subversive Proportionate Voting Units shall cease to be the holders of such Subversive Proportionate Voting Unit and to have any rights as holders of such Subversive Proportionate Voting Unit, other than the right to be receive Subversive Limited Partnership Unit upon the deemed conversion thereof;
(b) the holders of Subversive Proportionate Voting Units' names shall be removed as the holders of such Subversive Rights from the register of Subversive Proportionate Voting Unit maintained by or on behalf of Subversive; and
(c) the Subversive Proportionate Voting Units shall be cancelled.
(7) The Financing shall close and the PIPE Investors will be issued Subversive Limited Partnership Units in accordance with the terms of the applicable subscription agreements.
(8) Each Subversive Limited Partnership Unit, other than Dissenting Units and the Redeemed Units, (collectively, the "Transferred Subversive Limited Partnership Units"), which, for clarity, include the Subversive Limited Partnership Units issued pursuant to Section 2.3(5), Section 2.3(6) and Section 2.3(7), shall be transferred to Intercure BC Sub (free and clear of all Liens) in consideration for the applicable Per Unit Arrangement Consideration (provided that the total number of Intercure Shares issued to any Subversive Limited Partner, if not a round number, shall be rounded down to the nearest whole number of Intercure Shares), and, effective at the time of this step:
(a) each Subversive Limited Partner shall cease to be a holder of Subversive Limited Partnership Units and to have any rights as a holder of Subversive Limited Partnership Units;
(b) such Subversive Limited Partners' names (or, in the case of Subversive Limited Partners that are not the registered holders of their Subversive Limited Partnership Units, the names of the entities through which they hold their Subversive Limited Partnership Units with respect to such Subversive Limited Partnership Units) shall be removed as the holders of Subversive Limited Partnership Units from the register of Subversive Limited Partners maintained by or on behalf of Subversive;
(c) Intercure BC Sub shall be deemed to be the transferee of the Transferred Subversive Limited Partnership Units (free and clear of all Liens) and shall be entered as holder of such units in the register of Subversive Limited Partners maintained by or on behalf of Subversive;
(d) the Subversive Limited Partners shall be deemed to be owners of the Intercure Shares to which they are entitled and their names (or in the case of Subversive Limited Partners who are not the registered holders of their Subversive Limited Partnership Units, the names of the entities through which they hold their Subversive Limited Partnership Units) shall be entered into the register of Intercure shareholders maintained by or on behalf of Intercure; and
(e) Intercure BC Sub shall issue one common share in the capital of Intercure BC Sub to Intercure for each Intercure Share issued to the former Subversive Limited Partners.
(9) The General Partner Common Shares shall be transferred by the holder thereof to Intercure BC Sub (free and clear of all Liens) in consideration for \$100, which shall be paid directly by Intercure BC Sub, and, effective at the time of this step:
(a) the holder of General Partner Common Shares shall cease to be a holder of General Partner Common Shares and to have any rights as a holder of General Partner Common Share;
(b) the name of the holder of the General Partner Common Shares' shall be removed as the holder of the General Partner Common Shares from the register of holders of common shares of Subversive General Partner maintained by or on behalf of Subversive General Partner; and
(c) Intercure BC Sub shall be deemed to be the transferee of the General Partner Common Shares (free and clear of all Liens) and shall be entered as holder of such share in the register of holders of common shares of Subversive General Partner maintained by or on behalf of Subversive General Partner.
(10) Subversive shall be dissolved in accordance with the terms of the Limited Partnership Agreement.

2.4 No Fractional Shares

In no event shall any Subversive Limited Partner be entitled to receive a fractional Intercure Share. Where the aggregate number of Intercure Shares to be issued to a Subversive Limited Partner as consideration under the Arrangement would result in a fraction of a Intercure Share being issuable, the number of Intercure Shares to be received by such Subversive Limited Partner or holder of General Partner Common Shares, as applicable, shall be rounded down to the nearest whole Intercure Share.

ARTICLE III CONSIDERATION AND CERTIFICATES

3.1 Right to Receive Consideration

(1) For greater certainty, following completion of the steps specified in Section 2.3 of this Plan of Arrangement, each Intercure Share delivered to a former Subversive Limited Partner or the Depositary hereunder, shall constitute a validly issued Intercure Share.
(2) After completion of the steps specified in Section 2.3, each certificate formerly representing Subversive Limited Partnership Units shall represent only the right to receive (i) in the case of certificates held by Dissenting Holders, the fair value of Subversive Limited Partnership Units represented by such certificates, (ii) in the case of certificates held by holders of Redeemed Units, the Redemption Amount, and, (iii) in the case of all other Subversive Limited Partners, the Per Unit Arrangement Consideration that the former Subversive Limited Partner is entitled to receive in accordance with the terms of the Arrangement upon such Subversive Limited Partner depositing with the Depositary a properly completed Letter of Transmittal relating to one or more outstanding Subversive Limited Partnership Units held by such Person immediately prior to the Effective Time, together with a certificate (if such Subversive Limited Partnership Units are certificated) that, immediately prior to the Effective Time, represented such outstanding Subversive Limited Partnership Units, and such documents and instruments required by the Depositary, subject to compliance with the requirements set forth in this Article III, in each case less any amounts withheld pursuant to Section 3.6.

3.2 Payment of Consideration by Depositary

(1) In accordance with this Plan of Arrangement, the Depositary shall cause the appropriate instruments evidencing the applicable Intercure Shares to be sent to those Persons that have deposited a properly completed Letter of Transmittal relating to one or more outstanding Subversive Limited Partnership Units held by such Person immediately prior to the Effective Time, together with a certificate (if such Subversive Limited Partnership Units are certificated) that, immediately prior to the Effective Time, represented such outstanding Subversive Limited Partnership Units, and such documents and instruments required by the Depositary pursuant to Section 3.1(2). Such instruments evidencing Intercure Shares shall be:
(a) forwarded by first class mail, postage pre-paid, to the Person and at the address specified in the relevant Letter of Transmittal or, if no address has been specified therein, at the address specified for the particular Subversive Limited Partner in the register of Subversive Limited Partners; or
(b) if requested by such Subversive Limited Partner, in the Letter of Transmittal, made available or caused to be made available at the Depositary for pick up by such Subversive Limited Partner. Any instruments evidencing Intercure Shares mailed pursuant hereto will be deemed to have been delivered at the time of delivery thereof to the post office.

(2) The Depositary shall make the registrations provided in this Plan of Arrangement in the name of each Subversive Limited Partner or as otherwise instructed in the Letter of Transmittal deposited by such Subversive Limited Partner and shall deliver appropriate evidence of the applicable Intercure Shares in accordance with Section 3.2(1) and this Section 3.2(2). In the event of a transfer of ownership of Subversive Limited Partnership Units that was not registered in the securities register of Subversive, appropriate instruments evidencing the applicable Intercure Shares may be issued to the transferee if a certificate representing such Subversive Limited Partnership Units is presented to the Depositary as provided above, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable taxes have been paid.

3.3 Distributions with Respect to Unsurrendered Certificates

No distributions declared or made with respect to Subversive Limited Partnership Units with a record date after the Effective Time shall be paid to a Subversive Limited Partner for any unsurrendered certificate which immediately prior to the Effective Time represented outstanding Subversive Limited Partnership Units.

3.4 Lost Instruments or Certificates

In the event that any instrument or certificate which immediately prior to the Effective Time represented one or more outstanding Subversive Limited Partnership Units that were cancelled or transferred pursuant to Section 2.3 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by Subversive Limited Partner claiming such instrument or certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed instrument or certificate appropriate instruments evidencing the applicable Intercure Shares deliverable to such Subversive LimitedPartner in accordance with the provisions of Section 3.2(2). When authorizing such payment in exchange for any lost, stolen or destroyed instrument or certificate, Subversive Limited Partner to whom such payment is to be issued shall, as a condition precedent to the issuance thereof, give a bond satisfactory to Intercure, Intercure BC Sub, Subversive, Subversive General Partner and the Depositary in such sum as Intercure, Subversive and the Depositary may direct, acting reasonably, or otherwise indemnify Intercure, Intercure BC Sub, Subversive, Subversive General Partner and the Depositary in a manner satisfactory to Intercure, Intercure BC Sub, Subversive, Subversive General Partner and the Depositary, acting reasonably, against any claim that may be made against Intercure, Intercure BC Sub, Subversive, Subversive General Partner or the Depositary with respect to the instrument or certificate alleged to have been lost, stolen or destroyed.

3.5 Extinction of Rights

Any instrument or certificate which immediately prior to the Effective Time represented outstanding Subversive Limited Partnership Units that were cancelled or transferred pursuant to Section 2.3 (or an affidavit of loss and bond or other indemnity pursuant to Section 3.4), together with such other documents or instruments required by such former Subversive Limited Partner to receive payment for its Subversive Limited Partnership Units that is not deposited with all other instruments required by Section 3.2(2) on or prior to the sixth anniversary of the Effective Date shall cease to represent a claim or interest of any kind or nature against Intercure, Intercure BC Sub, Subversive, Subversive General Partner and the Depositary. On such date, the applicable Intercure Shares to which the former Subversive Limited Partner referred to in the preceding sentence was ultimately entitled shall be deemed to have been surrendered for no consideration to Intercure and shall be returned to Intercure by the Depositary. None of Intercure, Intercure BC Sub, Subversive, Subversive General Partner or the Depositary shall be liable to any Person in respect of any amount for Subversive Limited Partnership Units delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

3.6 Withholding Rights

Intercure, Intercure BC Sub, Intercure's affiliates, Subversive, Subversive General Partner, Subversive's affiliates and the Depositary, as applicable, shall be entitled to deduct and withhold from any amount otherwise payable to any party under this Plan of Arrangement or the Arrangement Agreement, such amounts as Intercure, Intercure BC Sub, Intercure's affiliates, Subversive, Subversive General Partner, Subversive's affiliates or the Depositary, as applicable, are required to deduct and withhold from such consideration under any provision of any Law in respect of Taxes. Any such amounts will be deducted, withheld and remitted from the amount so payable pursuant to this Plan of Arrangement or the Arrangement Agreement and shall be treated for all purposes under this Plan of Arrangement and the Arrangement Agreement as having been paid to the Person in respect of which such deduction, withholding and remittance was made; provided that such deducted and withheld amounts are actually remitted to the appropriate Government Authority.

ARTICLE IV DISSENTING SUBVERSIVE LIMITED PARTNERS

4.1 Dissent Rights

(1) Each registered holder of Subversive Limited Partnership Units may exercise rights of dissent with respect to Subversive Limited Partnership Units held by such holder ("Dissent Rights") in connection with the Arrangement in accordance with the Interim Order, provided that the written objection to the Subversive Arrangement Resolution must be sent to and received by Subversive not later than 5:00 p.m. (Toronto time) on the second Business Day immediately preceding the date of Subversive Meeting or any date to which such meeting may be adjourned or postponed.
(2) Dissenting Subversive Limited Partners that:
(a) are ultimately determined to be entitled to be paid fair value by Intercure BC Sub, for the Dissenting Units, determined as of the close of business on the Business Day immediately preceding the date on which the Subversive Arrangement Resolution is adopted, notwithstanding anything to the contrary contained in section 238 of the BCBCA will be deemed to have irrevocably transferred such Dissenting Units to Intercure BC Sub pursuant to, and at the time specified in, Section 2.3(2) in consideration for the right to receive such fair value, and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights; or

(b) are ultimately not entitled, for any reason, to be paid fair value for the Dissenting Units in respect of which they have exercised Dissent Rights, will be deemed to have participated in the Arrangement on the same basis as a Subversive Limited Partner that has not exercised Dissent Rights and will be entitled to receive only the consideration contemplated in Section 2.3 that such Subversive Limited Partner would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights.

4.2 Recognition of Dissenting Holders

In no circumstances shall Intercure, Intercure BC Sub, Subversive, Subversive General Partner or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Subversive Limited Partnership Units in respect of which such rights are sought to be exercised. For greater certainty, in no case shall Intercure, Intercure BC Sub, Subversive, Subversive General Partner or any other Person be required to recognize a Dissenting Holder as a holder of Subversive Limited Partnership Units in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(2) and the names of such Dissenting Holders shall be removed from the register of Subversive Limited Partners in respect of which Dissent Rights have been validly exercised as of the time of the step set out in Section 2.3(2).

4.3 Dissent Rights Availability

A Subversive Limited Partner will not be entitled to exercise Dissent Rights with respect to Subversive Limited Partnership Units if such holder votes (or instructs, or is deemed by submission of any incomplete proxy to have instructed, his, her or its proxyholder to vote) in favour of the Subversive Arrangement Resolution.

ARTICLE V AMENDMENTS

(1) Intercure and Subversive may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be: (a) set out in writing; (b) approved by Intercure and Subversive; (c) filed with the Court and, if made following the Subversive Meeting, approved by the Court; and (d) communicated to Subversive Limited Partners if and as required by the Court.
(2) Any amendment to this Plan of Arrangement may be proposed by Intercure or Subversive at any time prior to the Subversive Meeting (provided that Intercure and Subversive shall have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Subversive Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(3) Any amendment, modification and/or supplement to this Plan of Arrangement that is approved or directed by the Court following the Subversive Meeting shall be effective only if (a) it is consented to in writing by Intercure and Subversive (in each case, acting reasonably), and (b) if required by the Court, it is consented to by some or all of Subversive Limited Partners voting in the manner directed by the Court.
(4) Any amendment, modification and/or supplement to this Plan of Arrangement in respect of steps to occur following the Effective Time may be made unilaterally by Subversive, provided that it concerns a matter which, in the reasonable opinion of Subversive, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement.
(5) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

ARTICLE VI GENERAL

6.1 Further Assurances

Notwithstanding that the transactions and events set out herein shall occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order further to document or evidence any of the transactions or events set out herein. Intercure and Subversive may agree not to implement this Plan of Arrangement, notwithstanding the passing of the Subversive Arrangement Resolution and receipt of the Final Order.

6.2 Paramountcy

From and after the Effective Time:

(1) this Plan of Arrangement shall take precedence and priority over any and all rights related to Subversive Limited Partnership Units, the Subversive Rights and Subversive General Partner Common Shares issued prior to the Effective Time;
(2) the rights and obligations of Subversive Securityholders, Intercure, Intercure BC Sub, Subversive, Subversive General Partner, the Depositary and of any trustee, agent or other depositary therefor shall be solely as provided for in this Plan of Arrangement; and
(3) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Subversive Limited Partnership Units, the Subversive Rights and Subversive General Partner Common Shares shall be deemed to have been settled, compromised, released and determined without liability, except as set forth in the Arrangement Agreement and this Plan of Arrangement.

SCHEDULE D

EXTENSION RESOLUTION

BE IT RESOLVED THAT:

1. Subject to the approval of the board of directors of Subversive Real Estate Acquisition REIT (GP) Inc. ("GP"), the permitted timeline for Subversive Acquisition LP ("Subversive LP") to consummate a qualifying transaction is hereby extended from April 8, 2021 to up to August 31, 2021, as determined by the GP (the "Extension").
1. Any one officer or any one director of the GP is hereby authorized and directed to take all such further actions, to execute and deliver such further agreements, instruments, and documents in writing, and to do all such other acts and things as in his or her opinion may be necessary and/or desirable in the name and on behalf of Subversive LP and/or the GP and under its corporate seal or otherwise to give effect to the foregoing resolutions, which opinion shall be conclusively evidenced by the taking of such further actions, the execution and delivery of such further agreements, instruments, and documents and the doing of such other acts and things.
1. The board of directors of the GP may revoke these resolutions without further approval of the securityholders of Subversive LP at any time prior to the Extension becoming effective in the event that they determine not to proceed with the Extension.

SCHEDULE E

ARRANGEMENT AGREEMENT

See attached.

Execution Copy

ARRANGEMENT AGREEMENT

BY AND AMONG

INTERCURE LTD.,

CANNDOC ACQUISITION SUBCO LTD.,

SUBVERSIVE REAL ESTATE ACQUISITION REIT LP,

SUBVERSIVE REAL ESTATE ACQUISITION REIT (GP) INC., AND

SUBVERSIVE REAL ESTATE SPONSOR LLC,

As Representative

DATED AS OF FEBRUARY 9, 2021

	ARTICLE 1 INTERPRETATION 2
1.1	Definitions	2
1.2	Amendment and Restatement	12
1.3	Singular, Plural, etc.	12
1.4	Deemed Currency	12
1.5	Headings, etc.	13
1.6	Date for any Action	13
1.7	Governing Law	13
1.8	Attornment	13
1.9	Schedules and Exhibits	13
	ARTICLE 2 THE BUSINESS COMBINATION	13

2.1	Business Combination Steps	13
2.2	Implementation Covenants	15
2.3	Board of Directors and Senior Officers	19
	ARTICLE 3 ARRANGEMENT	20
3.1	The Arrangement	20
3.2	The Interim Order	20
3.3	The Company Meeting; Information Circular	21
3.4	The Final Order	22
3.5	Court Proceedings	22
3.6	Arrangement Effective Time	22
3.7	U.S. Federal Securities Law Matters	22
3.8	U.S. State Blue Sky Laws Applicable to Subversive Limited Partners that are
	U.S. Persons	23
3.9	Share Exchange and Payment under the Arrangement	24
3.10	U.S. Tax Matters.	24
	ARTICLE 4 REPRESENTATIONS AND WARRANTIES	25
4.1	Representations and Warranties of Intercure	25
4.2	Representations and Warranties of Subversive	38
4.3	Representations and Warranties of the General Partner	41
4.4	Survival	42
	ARTICLE 5 COVENANTS	42
5.1	Conduct of Business by the Parties	42
5.2	Representations and Warranties	42
5.3	Notice of Material Change	43
5.4	Non-Solicitation	43
5.5	Mutual Negative Covenants	44
5.6	Intercure Negative Covenants	45
5.7	Support of Business Combination	47
5.8	Other Filings	47
5.9	Additional Agreements	47

5.11	Access	48
ARTICLE 6 CONDITIONS	AND CLOSING MATTERS	49
6.1	Mutual Conditions Precedent	49
6.2	Additional Conditions Precedent to the Obligations of Intercure	50
6.3	Additional Conditions Precedent to the Obligations of Subversive	51
6.4	Closing Matters	52
	ARTICLE 7 TERMINATION AND AMENDMENT	52
7.1	Termination	52
7.2	Effect of Termination	53
7.3	Expenses	53
7.4	Amendment	53
7.5	Waiver	53
ARTICLE 8 GENERAL		54
8.1	Notices	54
8.2	Assignment	55
8.3	Complete Agreement	55
8.4	Further Assurances	55
8.5	Severability	55
8.6	Counterpart Execution	55
8.7	Investigation by Parties	55
8.8	Public Announcement; Disclosure and Confidentiality	55
8.9	Representative.	56
Schedule	A PLAN OF ARRANGEMENT	1

ARRANGEMENT AGREEMENT

THIS AGREEMENT is made as of February 9, 2021,

BY AND BETWEEN:

INTERCURE LTD.,

a company incorporated under the laws of the State of Israel, privately held limited liability company number 512051699 ("Intercure")

-and-

CANNDOC ACQUISITION SUBCO LTD.,

a corporation incorporated under the laws of the Province of British Columbia ("INTERCURE BC SUB")

-and-

SUBVERSIVE REAL ESTATE ACQUISITION REIT LP,

a limited partnership established under the laws of the Province of Ontario ("Subversive")

-and-

SUBVERSIVE REAL ESTATE ACQUISITION REIT (GP) INC.,

a corporation incorporated under the laws of the Province of British Columbia ("General Partner")

-and-

SUBVERSIVE REAL ESTATE SPONSOR LLC,

a limited liability company organized under the laws of the State of Delaware ("Representative")

WHEREAS, Subversive and Intercure are parties to a Definitive Agreement dated January 3, 2021 (the "Prior Agreement");

WHEREAS, Subversive and Intercure desire to amend and restate the Prior Agreement in its entirety and accept the rights and covenants herein in lieu of their rights and covenants under the Prior Agreement;

WHEREAS, on the Effective Date, by way of a statutory plan of arrangement under the provisions of the Business Corporations Act (British Columbia), (i) Intercure BC Sub shall acquire all of the Subversive Limited Partnership Units, and (ii) Intercure BC Sub shall acquire all of the shares of the General Partner.

WHEREAS, in connection with the consummation of the Arrangement the Parties intend to list the Intercure Shares on Nasdaq and the TSX, and the Intercure Shares will continue to be listed on TASE;

WHEREAS, the board of directors of Intercure has: (i) determined that this Agreement, the Arrangement and the other transactions contemplated by this Agreement are fair to, and in the best interests of, Intercure and its shareholders; (ii) approved this Agreement, the Arrangement and the other transactions contemplated hereby; (iii) determined to recommend that the shareholders of Intercure approve this Agreement, the Arrangement and the other transactions contemplated hereby; and (iv) confirmed, in accordance with section 282 of the Companies Law, that subject to the requisite shareholder approval at the shareholders' meeting, all approvals required for the Arrangement and the other transactions contemplated hereby have been obtained;

WHEREAS, on its behalf and on Subversive's, the board of directors of the General Partner of Subversive has: (i) determined that this Agreement, the Arrangement and the other transactions contemplated by this Agreement are fair to, and in the best interests of, the General Partner and its shareholder, and Subversive and the Subversive Limited Partners and that, considering the financial position of the Intercure and Subversive, no reasonable concern exists that Intercure will be unable to fulfill the obligations of either of the General Partner or Subversive to its creditors; (ii) approved this Agreement, the Arrangement and the other transactions contemplated hereby; and (iii) determined to recommend that the Subversive Limited Partners approve this Agreement, the Arrangement and the other transactions contemplated hereby;

WHEREAS, the Arrangement is intended to constitute the "qualifying transaction" (as such term is defined in the Exchange Listing Manual, the "Qualifying Transaction") of Subversive; and

WHEREAS, certain Intercure Shareholders have concurrently with the execution and delivery of this Agreement entered into a Support and Lock-Up Agreement with Subversive.

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties covenant and agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the following meanings, respectively:

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person. As used herein, the term "control" means (a) the power to vote at least 10% of the voting power of a Person, or (b) the possession, directly or indirectly, of any other power to direct or cause the direction of the management and policies of such a Person, whether through ownership of voting securities, by contract or otherwise, or (c) as defined in the Israeli Securities Law;

"Agreement", "this Agreement", "herein", "hereto", and "hereof" and similar expressions refer to this arrangement agreement, including the schedules and exhibits attached hereto, as the same may be amended or supplemented from time to time;

"Arrangement" means the Arrangement pursuant to section 288 of the BCBCA set forth in the Plan of Arrangement as supplemented, modified or amended, and not any particular article, section or other portion thereof;

"Arrangement Dissent Rights" means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement;

"Balance Sheet" has the meaning ascribed thereto in Section 4.1(cc)(ii) hereof;

"BCBCA" means the Business Corporations Act (British Columbia), S.B.C. 2002 c. 57, as amended;

"Business Combination" means the Arrangement and the other transactions contemplated by this Agreement, as detailed in this Agreement, through which the businesses of Intercure and Subversive will be combined, including the Financing, the Arrangement, the Nasdaq Listing, the TSX Listing, the TASE listing and the Director Appointments;

"Cannabis" means all parts of the plant Cannabis sativa L. containing more than 0.3 percent THC, whether growing or not; the seeds thereof; the resin extracted from any part of such plant; and every compound, manufacture, salt, derivative, mixture, or preparation of such plant, its seeds or resin. The term does not include the mature stalks of such plant, fiber produced from such stalks, oil or cake made from the seeds of such plant, any other compound, manufacture, salt, derivative, mixture, or preparation of such mature stalks (except the resin extracted therefrom), fiber, oil, or cake, or the sterilized seed of such plant which is incapable of germination;

"Cannabis License" means any temporary, provisional, term limited, or permanent permit, license, registration, variance, clearance, consent, permit, commission, franchise, exemption, order, authorization, or approval from any Governmental Authority that regulates the cultivation, manufacture, processing, marketing, sale or distribution of Cannabis products, whether for medical or recreational use;

"Claim" has the meaning ascribed thereto in Section 5.10 hereof;

"commercially reasonable efforts" has the meaning ascribed thereto in Section 5.9 hereof;

"Companies Law" means the Israeli Companies Law, together with the rules and regulations promulgated thereunder;

"Completion Deadline" means the latest of (a) April 8, 2021, (b) the outside date for completion of the Qualifying Transaction, if extended by Subversive beyond April 8, 2021, in accordance with applicable Laws, which shall not be later than September 30, 2021 without the prior written consent of Intercure, and (c) such later date as may be mutually agreed between the Parties in writing;

"Confidential Information" has the meaning ascribed thereto in Section 8.8(b) hereof;

"Court" means the Supreme Court of British Columbia, sitting in Vancouver, British Columbia, or other court as applicable;

"Debt Instrument" has the meaning ascribed thereto in Section 4.1(w) hereof;

"Depositary" means such Person as Subversive may appoint to act as depositary in relation to the Arrangement;

"Director Appointments" means, subject to the completion of the Arrangement, the appointment to the board of directors of Intercure of additional directors who are currently not directors of Intercure, as more particularly set out in Section 2.3;

"Documents" means this Agreement, the Arrangement Certificate, the Prospectus, the Information Circular, the U.S. Registration Statement, the U.S. Resale Registration Statement, the Support and Lock-Up Agreements, the Management Lock-Up Agreements, the Indemnification Agreement, and the Sponsor Lock-Up and Forfeiture Agreement;

"DRS Statement" means a statement evidencing a shareholding position under the Direct Registration System;

"Due Diligence Sessions" means one or more due diligence sessions to be held by the agents appointed by Subversive to act as the sole and exclusive agents of Subversive to effecting the Financing, and pursuant to which Intercure's directors, senior management and auditors were made available to answer questions which such agents may have;

"Effective Date" means the date on which the Arrangement becomes effective;

"Effective Time" means 10 a.m. (Vancouver time) on the Effective Date, or such other time as Intercure and Subversive determine;

"Environmental Laws" has the meaning ascribed thereto in Section 4.1(s) hereof;

"Escrow Agent" means Olympia Trust Company, in its capacity as escrow agent, under the Escrow Agreement, and its successors and permitted assigns;

"Escrow Agreement" means the escrow agreement dated January 8, 2020, among Subversive, the Escrow Agent, Canaccord Genuity Corp. and Echelon Wealth Partners Inc.;

"Exchange Listing Manual" means the Neo Exchange Inc. Listing Manual;

"Filed Documents" has the meaning ascribed thereto in Section 4.1(kk) hereof;

"Final IPO Prospectus" means the final long-form prospectus of Subversive dated December 23, 2019 in connection with its initial public offering of Subversive Class A Restricted Voting Units;

"Final Order" means the final order of the Court pursuant to Section 291 of the BCBCA approving the Arrangement;

"Financing" means the private placement of Subversive Limited Partnership Units to the PIPE Investors by Subversive on the Effective Date pursuant to the Subscription Agreements;

"Fully Diluted Intercure Shares" means an aggregate of 133,477,700 Intercure Shares (comprising the number of Intercure Shares issued or deemed to be issued, as applicable, and outstanding as of the date of this Agreement assuming the exercise or conversion, as applicable, of all outstanding Designated Intercure Convertible Securities);

"Fundamental Representations" means the Intercure Fundamental Representations and the Subversive Fundamental Representations;

"General Partner" has the meaning ascribed thereto in the preamble of this Agreement;

"General Partner Common Shares" means the one hundred (100) common shares issued and outstanding in the capital of the General Partner;

"Going Public Transaction" means (i) the initial public offering of any class of securities of Intercure or a direct listing application of Intercure whereby any class of securities of Intercure becomes listed or quoted on a recognized Canadian or United States stock exchange, or (ii) a reverse takeover, amalgamation, merger, statutory arrangement, share exchange or similar transaction involving Intercure and a reporting issuer in a province of Canada or state of the United States and which results in the securities of the resulting issuer from such transaction becoming listed or quoted on a recognized Canadian or United States stock exchange;

"Governing Documents" means, in respect of each Party, as applicable, its certificate, its notice of articles and articles as amended, its memorandums and/or articles of incorporation/association, as amended, its by-laws, as amended, or its limited partnership agreement, as amended;

"IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board applicable as at the relevant date;

"IMCA" means the Israeli Medical Cannabis Agency;

"Improvements" has the meaning ascribed thereto in Section 4.1(hh)(ii) hereof;

"Indemnification Agreement" means the indemnification agreement pursuant to which Intercure indemnifies Subversive and its Subsidiaries, Affiliates, directors, officers and advisers as set forth therein;

"Information Circular" means the notice of the Subversive Meeting to be sent to the Subversive Limited Partners, and the accompanying management information circular to be prepared in connection with the Subversive Meeting, together with any amendments or supplements thereof in accordance with the terms of this Agreement;

"Intercure" has the meaning ascribed thereto in the preamble of this Agreement;

"Intercure Agent Warrants" means the options of Intercure issued to dealers and agents in connection with any prior financings of Intercure of which, as of the date of this Agreement, there are no (0) Intercure Agent Warrants issued and outstanding;

"Intercure BC Sub" has the meaning ascribed thereto in the preamble of this Agreement;

"Intercure Convertible Securities" means, collectively, the Intercure Options, the Intercure Warrants and the Intercure Agent Warrants;

"Intercure Data" means all sensitive data contained in the systems, databases, files or other records of Intercure or any Intercure Subsidiary and all other information and data compilations used by Intercure or any Intercure Subsidiary, whether or not in electronic form, including Personal Data;

"Intercure Disclosure Schedules" has the meaning given to such term in Section 4.1;

"Intercure Financial Statements" means, (a) the audited consolidated statement of comprehensive income, a statement of changes in equity and a statement of cash flows for financial years ended December 31, 2019, 2018 and 2017, together with the notes thereto and the auditors' report thereon, (b) the unaudited (but reviewed) consolidated statement of financial position as at the end of September 30, 2020 and 2019, together with the notes thereto and (c) such other financial statements of Intercure and any business acquired by Intercure since December 31, 2016, as are required to be included in the Prospectus and/or the U.S. Registration Statement and/or the U.S. Resale Registration Statement pursuant to applicable Laws and all prepared in accordance with IFRS;

"Intercure Fundamental Representations" means Sections 4.1(a), (b), (c), (d), (e), (h), (i), (p) and (jj);

"Intercure Meeting" means a special meeting of the shareholders of Intercure to be held in order to seek shareholder approval for (a) this Agreement and the Arrangement and the other transactions contemplated herein (including the issuance of Intercure Shares in accordance with the terms of the Arrangement), (b) to consolidate the registered and issued share capital of Intercure by a ratio of 4.4492567:1 so that each 4.4492567 Intercure Shares shall be consolidated into one (1) new Intercure Share (the "Intercure Share Consolidation"), (c) assuming the Intercure Share Consolidation, to increase the registered share capital of Intercure by 55,048,671 additional ordinary shares (from 44,951,329 currently existing after the Intercure Share Consolidation to 100,000,000), (d) to approve the listing of the Intercure Shares on Nasdaq and TSX, as applicable, (e) to amend the Intercure Governing Documents to reflect the resolutions detailed herein and any additional amendments required to effect the transactions contemplated by this Agreement, (f) to appoint, subject to completion of the Arrangment, those new directors to the board of directors of Intercure as detailed in Section 2.3; (g) to amend the current complensation policy of Intercure to reflect certain directors and officers insurance thresholds required as a result of the transactions contemplated by this Agreement; and (h) any additional resolutions which may be required for the purpose of completing the Arrangement and the transactions contemplated thereby;

"Intercure Options" means the stock options to purchase Intercure Shares granted to Intercure's directors, officers, employees, contractors and other eligible persons, of which, as of the date of this Agreement, there are 5,338,184 Intercure Options (prior to the Intercure Share Consolidation) issued and outstanding and 4,303,356 (prior to the Intercure Share Consolidation) that will be issued by the consummation of the Plan of Arrangement;

"Intercure Share Consolidation" has the meaning ascribed thereto in the definition of Intercure Meeting;

"Intercure Shareholder" means a registered holder of Intercure Shares, from time to time, and "Intercure Shareholders" means all such holders;

"Intercure Shares" means the ordinary shares in the capital of Intercure;

"Intercure Subsidiaries" means the Intercure BC Sub, Canndoc Ltd., Canndoc CBD Ltd., and CannOlam Ltd.;

"Intercure Warrants" means the common share purchase warrants of Intercure of which, as of the date of this Agreement, there are 17,683,788 Intercure Warrants issued and outstanding (prior to the Intercure Share Consolidation);

"Interim Order" means the interim order of the Court contemplated by Section 3.2 of this Agreement and made pursuant to Section 291 of the BCBCA, providing for, among other things, the calling and holding of the Subversive Meeting, as the same may be amended by the Court, with the consent of Subversive;

"in writing" means written information including documents, files, software, records and books made available, delivered or produced to one Party by or on behalf of the other Party;

"ISA" means the Israel Securities Authorities;

"Israeli Registrar of Companies" means the Government Authority in the State of Israel responsible for the supervision, registration and enforcement over corporations in Israel;

"Israeli Securities Law" mean the Israeli Securities Law 1968;

"ITA" means the Israeli Tax Authority;

"Laws" means all laws, statutes, codes, ordinances, decrees, rules, regulations, by laws, statutory rules, principles of law, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and terms and conditions of any grant of approval, permission, authority or license of any Government Authority, statutory body or selfregulatory authority, and the term "applicable" with respect to such Laws and in the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Government Authority (or any other Person) having jurisdiction over the aforesaid Person or Persons or its or their business, undertaking, property or securities;

"Leased Real Property" has the meaning ascribed thereto in Section 4.1(hh)(i) hereof;

"Management Lock-Up Agreement" means the voting support and lock-up agreements dated as of the date hereof between Subversive, Intercure and each Person that is a director of officer of Intercure set forth in Section 1.1 of the Intercure Disclosure Schedules;

"Material Adverse Effect" means any event, change or effect that is or could reasonably be expected to be materially adverse to the financial condition, operations, assets, liabilities, or business of a Party and its Subsidiaries, considered as a whole, provided, however, that a Material Adverse Effect shall not include an adverse effect resulting from general economic, financial, currency exchange, securities or commodity market conditions in Canada, the United States or Israel;

"Material Contract" has the meaning ascribed thereto in Section 4.1(r)(i) hereto;

"material fact" has the meaning ascribed thereto in the Securities Act (Ontario) as the same has been and may hereafter from time to time be modified, and/or (as applicable) the meaning ascribed to "Misleading item" in the Israeli Securities Law, which includes something that is likely to mislead a reasonable investor, and any matter the omission of which is likely to mislead a reasonable investor;

"Minimum Cash Amount" has the meaning ascribed thereto in Section 6.2(d) hereof;

"Nasdaq" means The Nasdaq Stock Market LLC;

"Nasdaq Listing" means the listing of Intercure Shares on Nasdaq;

"NEO" means the Neo Exchange Inc.;

"OSC" means the Ontario Securities Commission;

"Party" means each of Intercure, Intercure BC Sub, Subversive, General Partner and Representative individually, and together, the "Parties";

"Per Unit Arrangement Consideration" means a number of Intercure Shares equal to the quotient of (i) \$10, divided by (ii) the Intercure Share Value;

"Personal Data" means all data in the possession, custody or control of Intercure or any Intercure Subsidiary that identifies or locates a natural person or that, in combination with other reasonably available data, can reasonably be used to identify or locate a natural person;

"PIPE Investors" means purchasers of Subversive Limited Partnership Units in the Financing pursuant to the Subscription Agreements;

"PIPE Securities" means the Intercure Shares ultimately issued to PIPE Investors in exchange for their Subversive PIPE Securities in the Arrangement;

"Plan" means the employee share option plan duly adopted by Intercure in March 2015;

"Plan of Arrangement" means the plan of arrangement, substantially in the form appended hereto as Schedule A, and any amendments, modifications or supplements thereto made in accordance with the terms thereof or made at the direction of the Court in the Final Order;

"Prior Agreement" has the meaning ascribed thereto in the recitals of this Agreement;

"Privacy and Information Security Requirements" means (a) all applicable Laws relating to the Processing of Personal Data, data privacy or information security, to the extent applicable to Intercure or any Intercure Subsidiary and (b) the Payment Card Industry Data Security Standards;

"Process" or "Processing" means the collection, use, storage, distribution, transfer, import, export, protection (including security measures), disposal or disclosure or other activity regarding data (whether electronically or in any other form or medium);

"Prospectus" means the preliminary long form non-offering prospectus and/or final long form non-offering prospectus of Subversive, and any amendment thereto, as the context requires, containing disclosure regarding, among other things, Subversive, Intercure and the Business Combination (and any related matters), as the Qualifying Transaction of Subversive;

"Qualifying Transaction" has the meaning ascribed thereto in the recitals of this Agreement;

"Real Property Lease" means each contract whereby Intercure or an Intercure Subsidiary, subleases, licenses, or otherwise holds any rights to use or occupy any interest in real property;

"Reference Date" has the meaning ascribed thereto in Section 4.1(dd) hereof;

"Regulatory Approval" means any approval, consent, waiver, permit, order or exemption from any Government Authority having jurisdiction or authority over any Party or the Subsidiary of any Party which is required or advisable to be obtained in order to permit the Business Combination to be effected and "Regulatory Approvals" means all such approvals, consents, waivers, permits, orders or exemptions;

"Related Party" means one or more of the following: (a) each Intercure Shareholder who alone or together with such Person's Affiliates, owns ten percent (10%) or more of the Intercure Shares, each officer, manager or director of Intercure or an Intercure Subsidiary, each family member of any Intercure Shareholder of the type referenced above or any director, manager or officer of Intercure or an Intercure Subsidiary, each trust for the benefit of any of the foregoing, and each Affiliate of any of the foregoing (other than Intercure or an Intercure Subsidiary); (b) a "control" holder, "interested party" and "substanial shareholder" as those terms are defined in the

Companies Law and/or in the Israeli Securities Law; and (c) any person or entity of whom a control holder has a "personal interest" (as defined in the Companies Law) in, or in any transaction or action of such person or entity;

"Related Party Transaction" means any contract or arrangement or transaction between Intercure or an Intercure Subsidiary, on the one hand, and any Related Party, on the other hand;

"Reporting Jurisdictions" has the meaning ascribed thereto in Section 4.2(d) hereof;

"Rights Agent" means Olympia Trust Company;

"Rights Agreement" means the rights agency agreement dated January 8, 2020, between Subversive and the Rights Agent;

"SEC" means the United States Securities and Exchange Commission;

"Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

"Securities Exchange Act" means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

"Securities Laws" means the Securities Act (Ontario) and all the securities laws of each province and territory of Canada, except Quebec, the rules, regulations and policies of the NEO and the TSX, the Securities Act, the Securities Exchange Act, the rules and regulations of Nasdaq, the Israeli Securities Law and the rules, regulations and policies of the TASE;

"SPACs" means special purpose acquisition corporations;

"Sponsor" means Subversive Real Estate Sponsor LLC, a Delaware limited liability company;

"Sponsor Lock-Up and Forfeiture Agreement" means that certain Sponsor Lock-Up and Forfeiture Agreement, executed by Sponsor and the other parties thereto;

"Subscription Agreements" means the subcripton agreements pursuant to which, subject to the terms and conditions contained therein, the PIPE Investors agreed to purchase from Subversive, and Subversive agreed to sell to the PIPE Investors, Subversive Limited Partnership Units in the Financing, which Subversive Limited Partnership Units shall ultimately be acquired by Intercure BC Sub pursuant to the terms of the Arrangement;

"Subsidiary" means, (a) with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any manager, managing director or general partner of such limited liability company, partnership, association or other business entity; and (b) "Subsidiary" and/or "Affiliated company" and/or "Associated company" as these terms are defined in the Israeli Securities Law;

"Subversive" has the meaning ascribed thereto in the preamble of this Agreement;

"Subversive Arrangement Resolution" means a special resolution of the Subversive Limited Partners in respect of the Arrangement to be considered at the Subversive Meeting;

"Subversive Class B Units" means the Class B units of Subversive, each comprised of 1/100 of a Subversive Proportionate Voting Unit and one Subversive Right;

"Subversive Disclosure Schedules" has the meaning ascribed thereto in Section 4.2 hereof;

"Subversive Financial Statements" has the meaning ascribed thereto in Section 4.2(k)(i) hereof;

"Subversive Fundamental Representations" means Sections 4.2(a), (b), (c), (d), (i), (j), and (o);

"Subversive Limited Partners" means the limited partners of Subversive;

"Subversive Limited Partnership Units" means the Subversive Restricted Voting Units following the renaming of such class of securities to "Limited Partnership Units" pursuant to the Plan of Arrangement;

"Subversive Meeting" means the meeting of the Subversive Limited Partners, including any adjournment or postponement thereof in accordance with the terms of this Agreement, that is to be convened as provided by the Interim Order to consider, and if deemed advisable approve, the Subversive Arrangement Resolution;

"Subversive PIPE Securities" has the meaning ascribed thereto in the definition of "Financing" herein;

"Subversive Proportionate Voting Unit" means the proportionate voting limited partnership units of Subversive;

"Subversive Required Approval" means the approval of not less than two-thirds of the Subversive Limited Partners, voting together as a single class, present in person or by proxy at the Subversive Meeting;

"Subversive Restricted Voting Unit" means the restricted voting limited partnership units of Subversive;

"Subversive Right" means the rights to receive, for no additional consideration, one-eighth (1/8) of one Restricted Voting Unit following the Effective Time (which at such time will represent oneeighth (1/8) of a Subversive Limited Partnership Unit, subject to adjustment under the terms of the Rights Agreement);

"Subversive Securities Authorities" means the applicable securities commissions or similar securities regulatory authorities in each of the Reporting Jurisdictions;

"Subversive Subsidiaries" means Canndoc Acquisition Finco Ltd. and Canndoc Acquisition Pubco Ltd.;

"Support and Lock-Up Agreement" means the voting support and lock-up agreements dated as of the date hereof between Subversive, Intercure and each Person set forth on Section 1.1 of the Intercure Disclosure Schedules;

"TASE" means the Tel-Aviv Stock Exchange;

"Tax Ordinance" means the Israeli Income Tax Ordinance [New-Version] – 1961, as amended, and the rules and regulations promulgated thereunder;

"Taxes" has the meaning ascribed thereto in Section 4.1(o) hereof;

"Top Customer" has the meaning ascribed thereto in Section 4.1(ee) hereof;

"Top Supplier" has the meaning ascribed thereto in Section 4.1(ff) hereof;

"TSX" means the Toronto Stock Exchange;

"TSX Listing" means the listing and posting for trading of the Intercure Shares on the TSX;

"U.S. Registration Statement" has the meaning ascribed thereto in Section 2.2(c);

"U.S. Resale Registration Statement" has the meaning ascribed thereto in Section 2.2(d); and

"United States" means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia.

1.2 Amendment and Restatement

The Prior Agreement is hereby amended in its entirety and restated herein. Such amendment and restatement is effective upon the execution of this Agreement by each of the Parties hereto. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded by this Agreement in their entirety and shall have no further force or effect.

1.3 Singular, Plural, etc.

Words importing the singular number include the plural and vice versa and words importing gender include all genders.

1.4 Deemed Currency

In the absence of a specific designation of any currency any undescribed dollar amount herein shall be deemed to refer to United States dollars.

1.5 Headings, etc.

The division of this Agreement into Articles and Sections, the provision of a table of contents hereto and the insertion of the recitals and headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement and, unless otherwise stated, all references in this Agreement to Articles and Sections refer to Articles and Sections of and to this Agreement in which such reference is made.

1.6 Date for any Action

In the event that any date on which any action is required to be taken hereunder by any of the Parties hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day.

1.7 Governing Law

This Agreement shall be governed by and interpreted in accordance with the Laws of the Province of British Columbia and the Laws of Canada applicable therein. Notwithstanding the foregoing, the Plan of Arrangement will be governed by the Laws of the Province of British Columbia and the Laws of Canada applicable therein.

1.8 Attornment

The Parties hereby irrevocably and unconditionally consent to and submit to the courts of the Province of British Columbia for any actions, suits or proceedings arising out of or relating to this Agreement or the matters contemplated hereby (and agree not to commence any action, suit or proceeding relating thereto except in such courts) and further agree that service of any process, summons, notice or document by single registered mail to the addresses of the Parties set forth in this Agreement shall be effective service of process for any action, suit or proceeding brought against either Party in such court. The Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated hereby in the courts of the Province of British Columbia and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum.

1.9 Schedules and Exhibits

The Schedules and Exhibits to this Agreement, including the Intercure Disclosure Schedules and the Subversive Disclosure Schedules, are hereby incorporated and made a part hereof and are an integral part of this Agreement.

ARTICLE 2 THE BUSINESS COMBINATION

2.1 Business Combination Steps

Intercure and Subversive agree to effect the combination of their respective businesses and assets by way of a series of steps or transactions including the Financing, the Plan of Arrangement, the Arrangement, the Nasdaq Listing, the TSX Listing, the TASE Listing and the Director Appointments. Each Party hereby agrees that as soon as reasonably practicable after the date hereof or at such other time as is specifically indicated below in this Section 2.1, and subject to the terms and conditions of this Agreement, it shall take the following steps indicated for it:

(a) Intercure Meeting. Intercure shall duly call and convene the Intercure Meeting at which the Intercure Shareholders will be asked to approve the resolutions proposed for approval at the Intercure Meeting and Intercure shall use all commercially reasonable efforts to obtain the approval of the Intercure Shareholders for the foregoing matters.
(b) Intercure to Enter Into Registration Rights Agreement with Certain PIPE Investors. As soon as practicable after signing this Agreement, Intercure shall enter into a registration rights agreement with certain of the PIPE Investors pursuant to the terms of certain of the Subscription Agreements (the "Registration Rights Agreement").
(c) Financing. Prior to the Effective Time, the PIPE Investors will invest cash for Subversive Limited Partnership Units.
(d) Intercure Submission to the IMCA. As promptly as practicable and not later than five (5) Business Days after the execution and delivery of this Agreement, Intercure will submit to the IMCA the application for approval of the Director Appointments which require the approval of the IMCA and any new shareholder of Intercure, post-Effective Date, whose shareholding in Intercure (after giving effect to the Arrangement) exceeds 5% of the Intercure issued and outstanding share capital, in a form approved by Subversive.

(e) Plan of Arrangement.

(i) Subversive and Intercure agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions contained in this Agreement and in the Plan of Arrangement, as set forth in more detail in Article 3.
(ii) As a result of the Arrangement:
(A) Each Subversive Limited Partnership Unit shall be exchanged for a number of Intercure Shares equal to the Per Unit Arrangement Consideration; provided that the total number of Intercure Shares issued to any Subversive Limited Partner, if not a round number, shall be rounded down to the nearest whole number of Intercure Shares;
(B) Subversive will become a wholly-owned Subsidiary of Intercure BC Sub and will be dissolved; and
(C) Intercure will purchase the General Partner Common Shares for a total of US\$100.00.
(f) ISA Approval. The TASE and ISA, as applicable, shall approve for trading on TASE those Intercure Shares issued hereunder to the Subversive Limited Partners, provided that immediately prior to such issuance the Intercure Shares

shall be traded on TSX and all requirements for obtaining "dual listing" status for the trading of Intercure Shares on both TSX and TASE have been complied with, including an opinion of Canadian counsel to Intercure and TASE that under TSX and OSC rules and regulations such shares are freely tradable on the TSX and TASE.

(g) Compliance with U.S. State Blue Sky Laws. As promptly as practicable, the Parties shall seek to determine in what U.S. jurisdictions, if any, persons that are to receive Intercure Shares pursuant to the Arrangement reside (if an individual) or have their principal place of business (if an entity) and seek to comply with applicable U.S. state blue sky laws in connection with the issuance of Intercure Shares pursuant to the Arrangement.
(h) Reconstitution of Board. Upon consummation of the Arrangement, Intercure will add additional directors to its board of directors to give effect to the Director Appointments.
(i) U.S. Registration Statement and Resale Registration Statement. Prior to the consummation of the Arrangement, Intercure will register the Intercure Shares under Section 12(b) of the Securities Exchange Act on Form 20-F or another appropriate form (such form, the "U.S. Registration Statement"). Pursuant to the Registration Rights Agreement, on the the earlier of (i) immediately following the filing of the first amendment to the U.S. Registration Statement, and (ii) the tenth (10th) Business Day after the date Intercure is notified in writing by the staff of the SEC that the U.S. Registration Statement will not be "reviewed", Intercure shall file a registration statement to register the resale of the PIPE Securities on an appropriate registration statement under the Securities Act (the "U.S. Resale Registration Statement").
(j) Nasdaq Listing. As soon as practicable after the filing of the U.S. Registration Statement, Intercure shall submit a listing application for the Nasdaq Listing (the "Nasdaq Listing Application"). Immediately prior to consummation of the Arrangement, Intercure intends to obtain approval for the Nasdaq Listing of the Intercure Shares.
(k) TSX Listings. Prior to consummation of the Arrangement, (i) Subversive Limited Partnership Units shall be listed on the TSX and (ii) Intercure intends to obtain approval for the TSX Listing of the Intercure Shares and commence trading of its shares on TSX.
(l) NEO Delisting. At the Effective Time, Subversive will delist from the NEO.
(m) Other Actions, etc. The Parties shall take any other action and do anything, including the execution of any other agreements, documents or instruments that are necessary or useful to give effect to the Business Combination.

2.2 Implementation Covenants

(a) Preparation of Prospectus.

(i) Subversive shall, in consultation with Intercure and its advisors, as promptly as reasonably practicable, prepare and file the Prospectus with the NEO and the Subversive Securities Authorities, as applicable, in accordance with applicable Securities Laws. Intercure shall, and shall cause each of the Intercure Subsidiaries to, provide to Subversive: (x) in writing all necessary information concerning Intercure and the Intercure Subsidiaries that is required in order for the Prospectus to provide full, true and plain disclosure of all material facts relating Intercure and the Intercure Subsidiaries, to ensure that no material fact or information will have been omitted from the Prospectus which is required to be stated therein or is necessary to make the statements or information contained therein not misleading in light of the circumstances under which they are made, and to otherwise comply with the requirements of applicable Securities Law (including the Intercure Prospectus Financial Statements and related management's discussion and analysis); and (y) such assistance as may be reasonably required in connection with the preparation of the Prospectus.
(ii) Intercure shall provide Subversive and its auditor access to and the opportunity to review all financial statements and financial information of Intercure that is required in connection with the preparation of the Prospectus (including the Intercure Prospectus Financial Statements and related management's discussion and analysis). Intercure hereby: (x) consents to the inclusion of any such financial statements in the Prospectus, and (y) agrees to cause to be provided appropriate signatures where required and to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial or other expert information required to be included in the Prospectus. In the event the OSC requires a promotor to sign the Prospectus, Intercure shall sign the Prospectus as a promoter; provided that Subversive shall use all commercially reasonably efforts in compliance with applicable Laws to avoid Intercure being required to sign the Prospectus as promoter. Intercure further agrees to provide such financial information and assistance as may be reasonably required in connection with any pre-filing or exemptive relief application in respect of disclosure in the Prospectus and in connection with the preparation of any pro-forma financial statements for inclusion in the Prospectus. Intercure will certify to Subversive that all information and statements provided by Intercure related to the Intercure Subsidiaries for inclusion in the preliminary Prospectus, the final Prospectus and the redemption deadline for the Subversive Restricted Voting Units, will be at the date the information and statements are provided, and will be at the proposed date of filing of the preliminary and final Prospectus, accurate and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to Intercure and the Intercure Subsidiaries, as required to be disclosed by Subversive in the Prospectus pursuant to applicable Securities Laws and no material fact or information will have been omitted from such disclosure which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they are made.
(iii) The Parties shall cooperate with one another in connection with the preparation and filing of the Prospectus and shall use their commercially reasonable efforts to obtain the approval of the NEO and a receipt for Subversive's final Prospectus from the Subversive Securities Authorities, including providing or submitting on a timely basis all documentation and information that is reasonably required or advisable in connection with obtaining such approvals. Upon the reasonable request of Subversive, Intercure shall cause its directors and executive officers who are required or requested by a Governmental Authority to deliver personal information forms under the rules of the NEO and/or Securities Laws to complete and deliver such forms in a timely manner.
(iv) The Parties shall jointly seek to ensure that the Prospectus complies in all material respects with applicable Securities Laws, does not contain any misrepresentation (except that Subversive shall not be responsible for any information or financial statements relating to Intercure or the Intercure Subsidiaries that was approved for inclusion therein by Intercure, acting reasonably, and except that Intercure shall not be responsible for any information or financial statements relating to Subversive that was approved for inclusion therein by Subversive, acting reasonably), and is in a form satisfactory to the NEO and to the Subversive Securities Authorities in order to obtain a receipt from the Subversive Securities Authorities in respect thereof.
(v) Subversive shall give Intercure and its auditors and legal counsel a reasonable opportunity to review and comment on drafts of the Prospectus and other related documents, and shall give reasonable consideration to any comments made by Intercure and its auditors and legal counsel and agrees that all information relating to Intercure included in the Prospectus must be in a form and content satisfactory to Intercure, acting reasonably, and shall, subject to obtaining NEO and receipt of Subversive's final Prospectus from the Subversive Securities Authorities, cause the Prospectus to be filed on SEDAR (and sent to each Subversive Shareholder) as required by applicable Securities Laws.
(b) Preparation of Intercure Meeting Documentation. Intercure shall duly prepare documentation required in connection with the Intercure Meeting, and deliver such documentation to all Intercure Shareholders.

(c) Preparation of U.S. Registration Statement.

(i) As promptly as reasonably practicable following the date of this Agreement, Intercure and Subversive shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Subversive or Intercure, as applicable) and file the U.S. Registration Statement of Intercure, all in accordance with and as required by applicable Laws, and any applicable rules and regulations of the SEC and Nasdaq.
(ii) Each of Intercure and Subversive shall use its commercially reasonable efforts to (i) cause the U.S. Registration Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC

(including, with respect to Intercure and the Intercure Subsidiaries, the provision of financial statements of, and any other information with respect to, Intercure and the Intercure Subsidiaries for all periods, and in the form, required to be included in the U.S. Registration Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (ii) promptly notify the others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; and (iii) have the U.S. Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC. Intercure, on the one hand, and Subversive, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Affiliates and their respective representatives that may be required or reasonably requested in connection with any action contemplated by this Section 2.2(c) or for including in any other statement, filing, notice or application made by or on behalf of Intercure or Subversive to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement.

(iii) If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the U.S. Registration Statement, then (i) such Party shall promptly inform the other Parties; (ii) such Party shall prepare and mutually agree upon with the other Parties (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the U.S. Registration Statement; and (iii) Intercure shall file such mutually agreed upon amendment or supplement with the SEC.
(iv) Intercure shall as promptly as reasonably practicable advise Subversive of the time of effectiveness of the U.S. Registration Statement. Each of the Parties shall use commercially reasonable efforts to ensure that none of the information related to such Party or any of its Affiliates or its or their respective representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the U.S. Registration Statement will, at the time the U.S. Registration Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.
(d) Preparation of U.S. Resale Registration Statement. Intercure shall prepare the U.S. Resale Registration Statement.
(e) ISA and TASE Approval. Intercure shall use all commercially reasonable efforts to obtain ISA's and TASE's approval to the "dual listing" status of Intercure, subject to the TSX Listing, and the free tradeability of Intercure Shares listed on the TSX.
(f) Nasdaq and TSX Listings. Subversive and Intercure shall use all commercially reasonable efforts to cause the Nasdaq Listing, the Subversive listing on the TSX

and TSX Listing to occur immediately prior to the consummation of the Arrangement.

(g) NEO Delisting. Subversive and Intercure shall use all commercially reasonable efforts to cause the delisting of Subversive Restricted Voting Units to occur.
(h) Preparation of Filings and Meeting Documentation. Intercure and Subversive shall cooperate in the preparation of any documents and taking of all actions reasonably deemed by Intercure or Subversive to be necessary to discharge their respective obligations under applicable Laws in connection with the Business Combination and all other matters contemplated in the Documents, and in connection therewith:
(i) each of Intercure and Subversive shall furnish to the other all such information concerning it, its Subsidiaries and Affiliates and its shareholders or limited partners as may be required to effect the actions described in this Article 2, and each covenants that no information furnished by it in connection with such actions or otherwise in connection with the consummation of the Business Combination will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used; and
(ii) Intercure and Subversive shall each promptly notify the other if at any time before the Effective Date it becomes aware that the Information Circular, the Prospectus, the U.S. Registration Statement or the U.S. Resale Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Circular, the Prospectus, the U.S. Registration Statement or the U.S. Resale Registration Statement. In any such event, Intercure and Subversive shall cooperate in the preparation of a supplement or amendment to the Information Circular, Prospectus, the U.S. Registration Statement or the U.S. Resale Registration Statement, as applicable, as required and as the case may be, and, if required, shall cause the same to be filed with the Subversive Securities Authorities or the SEC, as applicable.

2.3 Board of Directors and Senior Officers

Each of the Parties hereby agrees that upon completion of the Business Combination and giving effect to the Director Appointments, and subject to compliance with applicable Securities Laws and the rules of the Nasdaq and the TSX, the board of directors and senior officers of Intercure shall consist of the following:

Name	Title
Ehud Barak	Director and Chairman of the Board
Alex Rabinovitch	Director and Chief Executive Officer
David Salton	Director

Name	Title
Lennie Grinbaum	External Director
Gideon Hirshfeld	External Director
Alon Granot	Director
Michael Auerbach	Director (new director to be appointed subject to
	completion of the Arrangement)
Amos Cohen	Chief Financial Officer
Rami Levi	Chief Operating Officer

ARTICLE 3 ARRANGEMENT

3.1 The Arrangement

On the terms and subject to the conditions of this Agreement, the Parties shall proceed to effect the Arrangement under Part 9, Division 5 of the BCBCA at the Effective Time, on the terms contained in the Plan of Arrangement.

3.2 The Interim Order

As soon as reasonably practicable after the date of this Agreement, the General Partner and Subversive shall apply pursuant to Part 9, Division 5 of the BCBCA and, in cooperation with Intercure, prepare, file and diligently pursue an application to the Court for the Interim Order in respect of the Arrangement, which shall provide, among other things:

(a) For the class of persons to whom notice is to be provided in respect of the Arrangement and the Subversive Meeting and for the manner in which such notice is to be provided;
(b) That the required level of approval for the Subversive Arrangement Resolution shall be the Subversive Required Approval;
(c) That, in all other respects, the terms, restrictions and conditions of the Subversive Governing Documents, including quorum requirements and all other matters, shall apply in respect of the Subversive Meeting;
(d) For the grant of the Arrangement Dissent Rights to those Subversive Limited Partners who are registered Subversive Limited Partners;
(e) For the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) That the Subversive Meeting may be adjourned or postponed from time to time by Subversive, in accordance with the terms of this Agreement and without the need for additional approval of the Court;
(g) That the record date for the Subversive Limited Partners entitled to notice of and to vote at the Subversive Meeting will not change in respect of any adjournment(s) or postponement(s) of the Subversive Meeting;
(h) That it is Intercure's intention to rely upon the exemption from registration provided by Section 3(a)(10) of the Securities Act with respect to the issuance of Intercure Shares pursuant to the Arrangement, based on the Court's approval of the Arrangement; and
(i) For such other matters as the Parties may agree are reasonably necessary to complete the Business Combination.

3.3 The Company Meeting; Information Circular

(a) Subject to the terms of this Agreement and the Interim Order, Subversive shall convene and conduct the Subversive Meeting in accordance with Subversive's Governing Documents, applicable Laws and the Interim Order as soon as reasonably practicable. Subversive shall use its commercially reasonable efforts to obtain the Subversive Required Approval of the Subversive Arrangement Resolution, including instructing the management proxyholders named in the Information Circular to vote any discretionary or blank proxy submitted by shareholders in favor of such action, and shall take all other action reasonably necessary or advisable to secure the Subversive Required Approvals;
(b) Subversive shall promptly prepare and complete the Information Circular together with any other documents required by applicable Law in connection with the Subversive Meeting and the Arrangement, and Subversive shall, as promptly as practicable after obtaining the Interim Order, cause the Information Circular and such other documents to be sent to each Subversive Limited Partner and other person as required by the Interim Order and Law.
(c) Subversive shall ensure that the Information Circular (i) complies with the Subversive Governing Documents and applicable Law, (ii) does not contain any misrepresentation, except with respect to the Intercure information included in the Information Circular, which Intercure will ensure does not contain a misrepresentation, (iii) provides the Subversive Limited Partners with sufficient information (explained in sufficient detail) to permit them to form a reasoned judgement concerning the matters to be placed before the Subversive Meeting and (iv) states any material interest of each director and officer, whether as director, officer, securityholder or creditor of the Company, as and to the extent required by applicable Law.
(d) Subversive shall, subject to the terms of this Agreement, ensure that the Information Circular includes a statement that the board of directors of the General Partner has (i) determined that the Business Combination is in the best interests of Subversive and fair to the Subversive Limited Partners and (ii) recommended that the Subversive Limited Partners vote in favor of the Subversive Arrangement Resolution.
(e) Intercure shall assist Subversive in the preparation of the Information Circular, including obtaining and furnishing to Subversive any information with respect to Intercure required to be included under applicable Laws in the Information Circular, and ensuring that such information does not contain any misrepresentation.

(f) Each party shall promptly notify the other party if it becomes aware that the Information Circular contains a misrepresentation, or otherwise requires an amendment or supplement. The parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and Subversive shall promptly deliver or otherwise disseminate any such amendment or supplement to the Subversive Limited Partners as required by the Court or applicable Law.

3.4 The Final Order

The General Partner and Subversive shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Part 9, Division 5 of the BCBCA, as soon as reasonably practicable, but in any event not later than three (3) Business Days after the Subversive Arrangement Resolution is passed at the Subversive Meeting as provided for in the Interim Order.

3.5 Court Proceedings

(a) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the General Partner and Subversive shall:
(i) Diligently pursue, and cooperate with Intercure in diligently pursuing, the Interim Order and the Final Order;
(ii) Ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; and
(iii) subject to this Agreement, oppose any proposal from any person that the Final Order contain any provision inconsistent with the Arrangement or this Agreement.
(b) Subject to the terms of this Agreement, Intercure will cooperate with, and assist the General Partner and Subversive in, seeking the Interim Order and the Final Order, including by providing the General Partner and Subversive on a timely basis any information reasonably required or requested to be supplied by Intercure in connection therewith.

3.6 Arrangement Effective Time

As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the completion of the Arrangement shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the completion), or at such other time as the General Partner, Subversive and Intercure may agree in writing, the parties hereto shall cause consummation of the Arrangement to become effective at the Effective Time in accordance with the Plan of Arrangement.

3.7 U.S. Federal Securities Law Matters

The Parties agree that the Arrangement will be carried out with the intention that all Intercure Shares issued pursuant to the Arrangement to the Subversive Limited Partners will be issued by Intercure in reliance on the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereunder. In order to ensure the availability of the exemption under Section 3(a)(10) of the Securities Act, the Parties agree that the Arrangement will be carried out on the following basis:

(a) The procedural and substantive fairness of the terms and conditions of the Arrangement will be subject to the approval of the Court;
(b) The Court will be advised as to the intention of the Parties to rely on the exemption provided by Section 3(a)(10) of the Securities Act prior to the hearing required to approve the procedural and substantive fairness of the terms and conditions of the Arrangement;
(c) The Court will be required to satisfy itself as to the procedural and substantive fairness of the terms and condition of the Arrangement to the Subversive Limited Partners, subject to the Arrangement;
(d) Subversive will ensure that each Subversive Limited Partners entitled to receive Intercure Shares on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to approve the procedural and substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that right;
(e) The Subversive Limited Partners entitled to receive Intercure Shares will be advised that the Intercure Shares issued pursuant to the Arrangement have not been registered under the Securities Act and will be issued by Intercure in reliance on the exemption provided by Section 3(a)(10) of the Securities Act;
(f) The Final Order approving the terms and conditions of the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being procedurally and substantively fair to the Subversive Limited Partners;
(g) The Interim Order approving the Subversive Meeting will specify that each Subversive Limited Partners will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time; and
(h) The Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement.

3.8 U.S. State Blue Sky Laws Applicable to Subversive Limited Partners that are U.S. Persons

The Parties understand and acknowledge that the Intercure Shares issued pursuant to Section 3(a)(10) of the Securities Act will not be "covered securities" under Section 18(b) of the Securities Act and, to the extent such Intercure Shares are issued to U.S. Persons (as such term is defined under Regulation S promulgated under the Securities Act), they are not exempt from the registration or qualification requirements of U.S. state blue sky laws.

3.9 Share Exchange and Payment under the Arrangement

(a) Upon the issuance of the Certificate of Arrangement: (i) Intercure shall issue a number of Intercure Shares to satisfy the consideration issuable to the Subversive Limited Partners hereunder and under the Plan of Arrangement; (ii) Intercure shall deposit share certificates together with TASE approval and ancillary documentation with a registration company to be agreed; (iii) the registration company credits the Subversive Limited Partners as the recipients of the Intercure Shares; and (iv) certificates formerly representing Subversive Limited Partnership Units which are held by such Subversive Limited Partners shall cease to represent any claim upon or interest in Subversive other than the right of the registered holder to receive the number of Intercure Shares to which it is entitled hereunder, all in accordance with the provisions of the Arrangement.
(b) As soon as reasonably practicable after the Effective Date, a bank, custodian, depositary or other appropriate agent to be agreed by the Parties will forward to, or hold for pick-up by, each former Subversive Limited Partner that submitted a duly completed Letter of Transmittal, or similar statement or other evidence of entitlement to such depositary or agent, together with the certificate (if any) representing the Subversive Limited Partnership Units held by such Subversive Limited Partner or such other evidence of ownership of such Subversive Limited Partnership Units, (i) the certificates or other statements representing the Intercure Shares to which such Subversive Limited Partner is entitled, in accordance with its Letter of Transmittal, or (ii) confirmation of a non-certificated electronic position representing the Intercure Shares to which such Subversive Limited Partner is entitled, in accordance with its Letter of Transmittal, all in accordance with the process agreed by the Parties.
(c) The Parties covenant and agree, as promptly as reasonably practicable after the date of this Agreement, to structure the process for delivering Intercure Shares to Subversive Limited Partners in order to eliminate or avoid the application of Israeli withholding tax (and any procedures in respect thereof) to transfers of Intercure Shares by non-Israeli residents, including by depositing the Intercure Shares to be issued in the Arrangement with a non-Israeli foreign stock exchange member in the United States or Canada, having the Intercure Shares held by a foreign broker, and taking any and all other steps reasonably necessary to eliminate such withholding tax.
(d) Not later than one Business Day after the Effective Date, Intercure shall pay in cash by wire transfer in immediately available funds a total amount of US\$100.00 to the shareholders of the General Partner for the General Partner Common Shares, and any certificates formerly representing common shares of the General Partner shall cease to represent any claim upon or interest in the General Partner other than the right of the registered holder to receive US\$1.00 per share, all in accordance with the provisions of the Arrangement.

3.10 U.S. Tax Matters.

Subversive intends to make a corporate entity classification election for U.S. Tax purposes shortly prior to the consummation of the Plan of Arrangement. The parties acknowledge that the transaction will be reported for U.S. income tax purposes as a tax-free reorganization under U.S. Internal Revenue Code Section 368, and the Plan of Arrangement and this Agreement together shall constitute a "plan of reorganization" under Code Section 368 and the U.S. Treasury regulations promulgated thereunder.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of Intercure

Except as set forth in the corresponding sections of the Intercure Disclosure Schedules attached hereto (collectively, the "Intercure Disclosure Schedules") (each of which shall qualify only the specifically identified sections or subsections hereof to which such Intercure Disclosure Schedule relates and shall not qualify any other provision of this Agreement), Intercure hereby represents and warrants to Subversive and the General Partner as of the date hereof and as of the Effective Date, and acknowledges that each of Subversive and the General Partner is relying upon such representations and warranties in connection with the entering into of this Agreement, as follows:

(a) Due Incorporation, Intercure. Intercure has been duly incorporated and is validly existing under the laws of the State of Israel and is current and up-to-date with all filings required to be made by it in such jurisdiction.
(b) Due Incorporation, Subsidiaries. Each of the Intercure Subsidiaries has been duly incorporated and is validly existing under the laws of its jurisdiction of formation and is current and up-to-date with all filings required to be made by it in such jurisdiction, and all of the issued shares in the capital of each of the Intercure Subsidiaries are owned free and clear of any pledge, lien, security interest, charge, claim or encumbrance or in relation to inter-corporate security.
(c) Corporate Power. Each of Intercure and Intercure BC Sub has full corporate power, capacity and authority to undertake all steps of the Business Combination contemplated in the Documents and to carry out its obligations under this Agreement.
(d) Share Capital. The authorized capital of Intercure consists of 200,000,000 Intercure Shares (prior to the Intercure Share Consolidation), of which, at the date hereof, there are 120,088,900 Intercure Shares issued and outstanding (prior to the Intercure Share Consolidation); except for such Intercure Shares and the Intercure Convertible Securities described in the Intercure Disclosure Schedules, Intercure has no other securities issued and outstanding at the date hereof, and the authorized capital of each Intercure Subsidiary, ownership thereof, and all securities convertible into or exercisable for capital of each Intercure Subsidiary, is set forth in the Intercure Disclosure Schedules. Except for the Intercure Subsidiaries, and the shareholdings of two life science companies described in the Intercure Disclosure Schedules, none of Intercure or the Intercure Subsidiaries owns any shares in the capital of any other entity. The Intercure BC Sub was formed for the sole purposes of effecting the Arrangement, and has no assets, business or operations.
(e) Rights. Neither Intercure nor any one of the Intercure Subsidiaries is a party to and has not granted any agreement, warrant, option or right or privilege capable

of becoming an agreement, for the purchase, subscription or issuance of any Intercure Shares or any shares of any one of the Intercure Subsidiaries, or securities convertible into or exchangeable for Intercure Shares or shares of any Intercure Subsidiary other than as set forth in the Intercure Disclosure Schedules.

(f) Permits; Licenses. Intercure and each of the Intercure Subsidiaries has all requisite corporate capacity, power and authority, and possesses all certificates, authority, permits and licenses issued by the appropriate state, provincial, municipal or federal regulatory agencies or bodies necessary to conduct the business as now conducted by Intercure on a consolidated basis, and to own its assets, and is in compliance in all material respects with such certificates, authorities, permits or licenses. Neither Intercure nor any one of the Intercure Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authority, permit or license which, singly or in the aggregate, if the subject of an unfavourable decision, order, finding or ruling, would adversely affect the conduct of the business, operations, financial condition, income or future prospects of Intercure on a consolidated basis. Neither Intercure nor any one of the Intercure Subsidiaries has any responsibility or obligation to pay any commission, royalty, license or similar payment to any person (other than mandatory payments to the appropriate state, provincial, municipal or federal regulatory agencies and applicable laws of Israel) with respect thereto.

(g) Assets.

(i) Intercure and each of the Intercure Subsidiaries is the absolute legal and beneficial owner of, and has good and marketable title to, material property and assets necessary to conduct their businesses as currently being conducted and such material property and assets are free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever.
(ii) The inventory of Intercure and the Intercure Subsidiaries is merchantable and fit for the purpose for which it was procured or manufactured, and is not slow-moving, obsolete, damaged, or defective, subject to the reserve for inventory writedown set forth on the Balance Sheet as adjusted for the passage of time through the Effective Date in accordance with the past custom and practice of Intercure and the Intercure Subsidiaries or as would not be expected to have a Material Adverse Effect. All notes and accounts receivable of Intercure and the Intercure Subsidiaries are reflected properly on their books and records and are valid receivables subject to no setoffs or counterclaims. The accounts payable and accruals of Intercure and the Intercure Subsidiaries have arisen in bona fide arm's-length transactions in the ordinary course of business, and each of Intercure and the Intercure Subsidiaries has been paying its accounts payable in the ordinary course.
(h) Due Authorization, Execution and Delivery. Each of the Documents has been or at the Effective Time will be, duly authorized, and with respect to this Agreement, executed and delivered by Intercure and the Intercure BC Sub and constitutes a valid and binding obligation of Intercure and the Intercure BC Sub enforceable in accordance with its terms (subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency,

liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally) and no other corporate proceeding on the part of Intercure or the Intercure BC Sub, other than as specified in this Agreement, is necessary to authorize this Agreement and the transactions contemplated hereby.

(i) Consents; Authorizations. The entering into and the performance by each of Intercure and the Intercure BC Sub of the Business Combination contemplated in the Documents: (a) do not require any consent, approval, authorization or order of any court or governmental agency, body or Government Authority, other than as set forth in the Intercure Disclosure Schedules; (b) will not contravene any statute or regulation of any Government Authority which is binding on Intercure or any of the Intercure Subsidiaries where such contravention would have a Material Adverse Effect; (c) will not result in the material breach of, or be in material conflict with, or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the Governing Documents, by-laws or resolutions of Intercure or any of the Intercure Subsidiaries; and (d) except where it would not have a Material Adverse Effect, will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provisions of, any material mortgage, note, indenture, contract or agreement instrument, lease or other document to which Intercure or any of the Intercure Subsidiaries is a party, or any judgment, decree or order or any term or provision thereof. Except for the requirements of the IMCA as set forth in Intercure Disclosure Schedules, there are no other restrictions on the ability of a foreign investor (i.e., non-Israeli) to hold interests in Intercure or in any of the Intercure Subsidiaries, and except for the IMCA requirements, no other approvals are required that can affect Intercure's or any of the Intercure Subsidiaries' operations.
(j) Legal Proceedings. Other than as set forth in the Intercure Disclosure Schedules, there are no legal, regulatory, governmental or similar proceedings pending or, to the knowledge of Intercure, contemplated or threatened, to which Intercure or any one of the Intercure Subsidiaries is a party or to which the property of Intercure or any of the Intercure Subsidiaries is subject.
(k) Insurance. Intercure and each of the Intercure Subsidiaries maintains valid and enforceable insurance against loss or damage in respect of its assets, business and operations, with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses, including directors and officers insurance.
(l) Adverse Legislation. Intercure is not aware of any legislation, regulations, changes or instructions from any Government Authority, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of Intercure or the Intercure Subsidiaries.
(m) Non-Competes. Other than as set forth in the Intercure Disclosure Schedules, and other than the requirements under the applicable laws of Israel, neither Intercure nor any one of the Intercure Subsidiaries is party to or bound or affected

by any commitments, agreement or document containing any covenant which expressly limits the freedom of Intercure and the Intercure Subsidiaries to compete in any line of business or with any person other than for certain exclusive distribution arrangements in particular territories, or to transfer or move any of its assets or operations.

(n) Intellectual Property. Intercure and the Intercure Subsidiaries own and possess adequate enforceable rights to use all trademarks, patents, copyrights and trade secrets used or proposed to be used in the conduct of the business thereof and, to the knowledge of Intercure, neither Intercure nor any of the Intercure Subsidiaries is infringing upon the rights of any other person with respect to any such trademarks, patents, copyrights or trade secrets and, no person has infringed any such trademark, patents, copyrights or trade secrets.
(o) Taxes. (i) Any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Government Authority, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers' compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Government Authority on or in respect of amounts of the type described in clause (i) above or this clause (ii); (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iv) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party, in each case whether disputed or not (collectively, "Taxes"), due and payable by Intercure and the Intercure Subsidiaries have been paid or remitted or a provision made therefor, except for failure to pay such Taxes that will result in material harm to Intercure or any of the Intercure Subsidiaries. All tax returns, declarations, remittances and filings required to be filed by Intercure and the Intercure Subsidiaries have been filed with all appropriate Government Authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. To the knowledge of Intercure, no examination of any tax return of Intercure or any one of the Intercure Subsidiaries is currently in progress and except as detailed in the Intercure Disclosure Schedules, there are no issues or disputes outstanding with any Government Authority respecting any Taxes that have been paid, or may be payable, by Intercure and the Intercure Subsidiaries. There are no agreements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to Intercure or any of the Intercure Subsidiaries.

(p) Brokers. There is no person, firm or company acting or purporting to act at the request of Intercure who is or will be entitled to any brokerage or finder's fee in connection with the transactions contemplated herein.

(q) Compliance with Law.

(i) Intercure and each of the Intercure Subsidiaries has conducted and is conducting its business in compliance in all material respects with all applicable Laws of each jurisdiction in which it carries on business and with all Laws material to its operation, including without limitation all applicable antitrust laws and regulations, and neither Intercure nor any one of the Intercure Subsidiaries has received any notice of the revocation or cancellation of, or any intention to revoke or cancel, any of the licenses, leases or other instruments conferring rights to Intercure or any one of the Intercure Subsidiaries for the conduct of their business. Intercure and each of the Intercure Subsidiaries hold, and immediately following the Effective Time will hold, all Cannabis Licenses necessary for the conduct, ownership, use, occupancy or operation of their businesses or assets as conducted, owned, used, occupied or operated as of the date hereof, and all such Cannabis Licenses are valid and in full force and effect. To the knowledge of Intercure, the Cannabis Licenses will not be cancelled, terminated, revoked, limited in scope or otherwise adversely affected by the Arrangement or the other transactions contemplated hereby.
(ii) to the knowledge of Intercure, all activities of Intercure and the Intercure Subsidiaries have been, up to and including the date hereof, conducted in compliance, in all material respects, with any and all applicable Laws, including, without limitation, Environmental Laws as defined below, and all applicable Laws, including of the land authority and the ministry of agriculture of Israel, the IMCA or any other competent authority controlling the cannabis field breeding, cultivation, harvesting, production, handling, storage, distribution, labeling, white labeling, sale, and possession of Cannabis, clinical trials, and the import and export of Cannabis.

(r) Material Agreements.

(i) To the knowledge of Intercure, any and all material agreements pursuant to which Intercure or any one of the Intercure Subsidiaries holds any of their material assets or investments, or pursuant to which Intercure performs or receives services, including without limitation investments and joint ventures in or pertaining to non-wholly owned Subsidiaries and other Persons (each, a "Material Contract"), are (A) valid and subsisting agreements in full force and effect, (B) enforceable in accordance with their respective terms, (C) neither Intercure nor any of the Intercure Subsidiaries is in default of any of the material provisions of any such agreements including, without limitation, failure to fulfil any payment or work obligation thereunder nor has any such default been alleged, (D) Intercure is not aware of any material disputes with respect thereto, including with partners or shareholders in investments and joint ventures in or pertaining to nonwholly owned Subsidiaries and other Persons, and (E) such assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licenses and concessions pursuant to which Intercure and the Intercure Subsidiaries derive their interests in such material assets are in good standing and there has been no material default under any such leases, licenses and concessions and all real or other property taxes required to be paid with respect to such assets to the date hereof have been paid.

(ii) As of the date hereof, the Intercure Disclosure Schedules set forth a list of all Material Contracts. Other than as set forth in the Intercure Disclosure Schedules, there are no agreements, understandings, arrangements or other commitments, written or oral, to which Intercure or any Intercure Subsidiary is a party or by which it is bound which are deemed material to Intercure or any Intercure Subsidiary and of which Intercure is aware. Each Material Contract that is listed in the Intercure Disclosure Schedules is, to Intercure's knowledge, in full force and effect (according to its terms).
(s) Environmental Laws. To the knowledge of Intercure, all the properties in which Intercure or the Intercure Subsidiaries have any freehold, leasehold, license or other interest are free and clear of any hazardous or toxic material, pollution, or other adverse environmental conditions which may give rise to any and all claims, actions, causes of action, damages, losses, liabilities, obligations, penalties, judgments, amounts paid in settlement, assessments, costs, disbursement or expenses (including, without limitation, attorneys' fees and costs, experts' fees and costs, and consultant's fees and costs) of any kind or of any nature whatsoever that are asserted against Intercure or any of the Intercure Subsidiaries, alleging liability (including, without limitation, liability for studies, testing or investigatory costs, cleanup costs, response costs, removal costs, remediation costs, contaminant costs, restoration costs, corrective action costs, closure costs, reclamation costs, natural resource damages, property damages, business losses, personal injuries, penalties or fines) arising out of, based on or resulting from (i) the presence, release, threatened release, discharge or emission into the environment of any hazardous materials or substances existing or arising on, beneath or above properties and/or emanating or migrating and/or threatening to emanate or migrate from such properties to off-site properties; (ii) physical disturbance of the environment; and (iii) the violation or alleged violation of all applicable Laws aimed at reclamation or restoration of such properties; abatement of pollution; protection of the environment, protection of wildlife, including endangered species; ensuring public safety from environmental hazards; protection of cultural and historic resources; management, storage or control of hazardous materials and substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances as wastes into the environment, including without limitation, ambient air, surface water and groundwater; and all other applicable Laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes (collectively, "Environmental Laws"); and to the knowledge of Intercure, after due inquiry, all environmental approvals required pursuant to Environmental Laws with respect to activities carried out on any part of the lands covered by such properties, have been obtained, are valid and in full force and effect and have been complied with; and there are no proceedings commenced or threatened to revoke or amend any such environmental approvals.

(t) Related Party Loans. Neither Intercure nor any one of the Intercure Subsidiaries has any loan or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at "arm's length" (as such term is defined in the Income Tax Act (Canada)); all such loans are described in detail in the Intercure Disclosure Schedules.

(u) Labour Matters.

(i) The Intercure Disclosure Schedules set forth a list of all key employees.
(ii) Other than as set forth in the Intercure Disclosure Schedules, neither Intercure nor any of the Intercure Subsidiaries has entered into an employment contract with any officer or employee or any other consultant or person or entity, which is not terminable by Intercure or such Intercure Subsidiary at will without liability, upon thirty (30) days prior notice.
(iii) Other than as set forth in the Intercure Disclosure Schedules, neither Intercure nor any of the Intercure Subsidiaries has a deferred compensation plan or share option plan covering any of its officers or employees.
(iv) Intercure and the Intercure Subsidiaries have complied with all applicable employment laws, policies, procedures and agreements relating to employment, terms and conditions of employment and to the proper withholding and remission to the proper tax and other Government Authorities of all sums required to be withheld from employees or persons deemed to be employees under applicable Laws respecting such withholding.
(v) Intercure and the Intercure Subsidiaries have paid in full to all of their respective employees the wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees on or prior to the date hereof.
(vi) Neither Intercure nor any of the Intercure Subsidiaries is bound by or subject to (and none of their assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union other than by way of any applicable employment laws and regulations and extension orders ("tzavei harchava") applicable in its field of business or applicable to all employers in Israel.
(vii) Neither the employment by Intercure or any of the Intercure Subsidiaries of any of their respective employees, nor the engagement by them with any of their respective consultants, constitutes or is likely to constitute a breach of any of such Person's obligations to third parties, including noncompetition or confidentiality obligations.
(viii) All persons classified by Intercure or the Intercure Subsidiaries as consultants or contractors thereof are correctly classified as such and not

as employees for any purpose. All employees of Intercure and the Intercure Subsidiaries are subject to Section 14 Arrangement under the Israeli Severance Pay Law, 1963 from the commencement date of their employment and on the basis of their salary. Neither Intercure nor any of the Intercure Subsidiaries has any liability or obligations to pay any severance, pension, accrued vacation, or other social benefits and contributions, under applicable Law or contract, or any other payment of substantially the same nature, unless fully funded by deposit of funds in severance funds, pension funds, managers insurance policies or provident funds, or if not required to be so funded, adequate provisions have been made in the Financial Statements.

(ix) To the knowledge of Intercure, there are no outstanding labour disputes, (whether filed or lodged with Intercure or any of the Intercure Subsidiaries or any other person or organization), pending labour disruptions or pending unionization with respect to Intercure or the Intercure Subsidiaries.
(x) Neither Intercure nor any one of the Intercure Subsidiaries is bound by or a party to any collective bargaining agreement.
(v) Restricted Payments. There is not, in the Governing Documents or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which Intercure or any one of the Intercure Subsidiaries is a party, any restriction upon or impediment to the declaration or payment of dividends by the directors of Intercure or the Intercure Subsidiaries or the payment of dividends by Intercure or the Intercure Subsidiaries to the holders of their securities.
(w) Indebtedness. Except as disclosed in the Intercure Disclosure Schedules, neither Intercure nor any one of the Intercure Subsidiaries is party to any loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money ("Debt Instrument") or any agreement contract or commitment to create, assume or issue any Debt Instrument.
(x) Voting Restrictions. Neither Intercure nor any one of the Intercure Subsidiaries is a party to any agreement, nor is Intercure nor any one of the Intercure Subsidiaries aware of any agreement, which in any manner affects the voting control of any of the Intercure Shares or other securities of Intercure or the Intercure Subsidiaries.
(y) Change in Law. Neither Intercure nor any one of the Intercure Subsidiaries is aware of any pending or contemplated change to any applicable Law or governmental position that would materially affect the business of Intercure or the Intercure Subsidiaries taken as a whole or the legal environments under which Intercure and the Intercure Subsidiaries operate.
(z) No Material Misrepresentations or Omissions. No representation, warranty or statement of Intercure in this Agreement contains or will contain at the Effective Time any untrue statement of a material fact or omits or will omit to state any material fact necessary to make the statements contained herein or therein, in light of the circumstances under which made, not misleading.
(aa) Corporate Records. The corporate records and minute books of Intercure and the Intercure Subsidiaries contain, in all material respects, minutes of all meetings of the directors and shareholders since their respective dates of incorporation, together with the full text of all resolutions of directors and shareholders passed in lieu of such meetings, duly signed. The Intercure Disclosure Schedules set forth a complete list of all share registers, board registers and lien and pledge registers required by Law for Intercure and each Intercure Subsidiary.
(bb) Due Diligence Sessions. The responses given by Intercure and its officers and directors in the Due Diligence Sessions were true and correct where they relate to matters of fact in all material respects as at the time such responses were given and at the date hereof, and such responses taken as a whole do not omit any fact or information necessary to make any of the responses not misleading in light of the circumstances in which such responses were given. Where such responses reflect the opinion or view of Intercure or such officers and directors (including, responses or portions of such responses, which are forward-looking or otherwise relate to projections, forecasts or estimates of future performance or results (operating, financial or otherwise)), such opinions or views were honestly held and believed to be reasonable at the time they were given and at the date hereof.

(cc) Financial Statements.

(i) The Intercure Financial Statements (including the notes thereto) (i) have been prepared in accordance with IFRS consistently applied throughout the periods covered thereby, (ii) present fairly in all material respects the assets, liabilities and financial condition of Intercure and its Subsidiaries as of such dates and the results of operations and cash flows of Intercure and its Subsidiaries for such periods, and (iii) are consistent with the books and records of Intercure (which books and records are accurate and complete in all material respects). Since the Reference Date, there has been no change in any accounting principles, policies, methods or practices, including any change with respect to reserves (whether for bad debt, contingent liabilities or otherwise) of Intercure or its Subsidiaries.
(ii) Intercure and the Intercure Subsidiaries do not have any liabilities, that would have been required by IFRS to be reflected in, reserved against or otherwise described in a consolidated balance sheet, except (a) as and to the extent specifically accrued for or reserved against in the consolidated balance sheet of Intercure and its Subsidiaries as of September 30, 2020 (the "Balance Sheet"), (b) liabilities which have arisen after the date of the Balance Sheet in the ordinary course (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement or violation of Law), (c) executory obligations under contracts (other than liabilities relating to any breach, or any fact or circumstance that, with notice, lapse of time or both, would result in a breach, thereof by Intercure or any Intercure Subsidiary), and (d) liabilities specifically set forth in the Intercure Disclosure Schedules.
(dd) Conduct of Business. Since September 30, 2020 (the "Reference Date"), (a) each of Intercure and the Intercure Subsidiaries has conducted its business

only in the ordinary course; (b) no event has occurred that, individually or in combination with any other events, has had or would reasonably be expected to have Material Adverse Effect; and (c) none of Intercure and the Intercure Subsidiaries has suffered any loss, damage, destruction or other casualty affecting any of its material properties or assets, whether or not covered by insurance.

(ee) Customers. The Intercure Disclosure Schedules contains a complete and accurate list of the ten (10) largest customers to Intercure and the Intercure Subsidiaries, taken as a whole, (consolidating into a single customer all affiliated customers) by the aggregate dollar value of revenue received by Intercure and the Intercure Subsidiaries, taken as a whole, during the twelve month period ended December 31, 2020 (each a "Top Customer"). Since September 30, 2020, no Top Customer has terminated or adversely modified the amount, pricing, frequency or terms of the business such Top Customer conducts with Intercure or any Intercure Subsidiary. Neither Intercure nor any Intercure Subsidiary has received any written notice, nor does Intercure have knowledge, that any Top Customer will terminate or adversely modify the amount, pricing, frequency or terms of the business such Top Customer conducts with Intercure or any Intercure Subsidiary. There is no material dispute pending with any Top Customer, and neither Intercure nor any Intercure Subsidiary has received any written notice, nor does Intercure have any knowledge, of a reasonable basis for any such dispute.
(ff) Suppliers. The Intercure Disclosure Schedules contains a complete and accurate list of (i) the ten (10) largest suppliers to Intercure and the Intercure Subsidiaries, taken as a whole, (excluding utilities) by the aggregate dollar value of purchases by Intercure and the Intercure Subsidiaries, taken as a whole, during the twelve month period ended December 31, 2020 (each a "Top Supplier"). Since September 30, 2020, no Top Supplier has terminated or adversely modified the amount, pricing, frequency or terms of the business such Top Supplier conducts with Intercure or any Intercure Subsidiary. Neither Intercure nor any Intercure Subsidiary has received any written notice, nor does Intercure have knowledge, that any Top Supplier will terminate or adversely modify the amount, pricing, frequency or terms of the business such Top Supplier conducts with Intercure or any Intercure Subsidiary. There is no material dispute pending with any Top Supplier, and neither Intercure nor any Intercure Subsidiary has received any written notice, nor does Intercure have any knowledge, of a reasonable basis for any such dispute.
(gg) Related Party. No Related Party has any direct or indirect interest in (a) any Top Customer or Top Supplier or (b) any assets or property used by Intercure or any Intercure Subsidiary (including any intellectual property). The Intercure Disclosure Schedules sets forth the parties to and the date, nature and amount of each Related Party Transaction since the Reference Date (other than salary or other compensation or benefits paid or payable in the ordinary course of business consistent with past practice to employees in consideration for bona fide services performed by such employees).

(hh) Real Property.

(i) The Intercure Disclosure Schedules sets forth a complete list, including an address of each leasehold or subleasehold estate or other right to use or occupy any interest in real property held by Intercure or any Intercure Subsidiary ("Leased Real Property") and the Real Property Leases (including all amendments, guaranties and other agreements with respect thereto) relating to each such Leased Real Property. With respect to each Leased Real Property, (i) Intercure's or the relevant Intercure Subsidiary's (as applicable) possession and quiet enjoyment under the applicable Real Property Lease has not been disturbed, and nor does Intercure have knowledge of any disputes with respect to any Real Property Lease, (ii) neither Intercure nor any Intercure Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Leased Real Property or any portion thereof, or collaterally assigned or granted any security interest in such Leased Real Property or any interest therein and (iii) there are no special, general or other assessments pending against Intercure or any Intercure Subsidiary or affecting any Leased Real Property that would be payable by the lessee thereof. Neither Intercure nor any Intercure Subsidiary or any other party to a Real Property Lease is or has been in breach or default under such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification, or acceleration or increase of rent under such Real Property Lease. No security deposit or portion thereof deposited with respect to any Real Property Lease has been applied in respect of a breach or default under any Real Property Lease which has not been redeposited in full. Neither Intercure nor any Intercure Subsidiary owes, or will owe in the future, any brokerage commissions or finder's fees with respect to any Real Property Lease.

(ii) The Leased Real Property comprises all of the real property that is used in or otherwise related to the businesses of Intercure and each Intercure Subsidiary. To the knowledge of Intercure, all buildings, structures, improvements, fixtures, building systems (including HVAC, electrical, plumbing and sewer systems) and equipment, and all components thereof, included in the Leased Real Property (collectively, "Improvements") are in good condition and repair and are sufficient for the operation of the businesses of Intercure and each Intercure Subsidiary as currently conducted. To the knowledge of Intercure, there are no structural deficiencies or latent defects affecting any of the Improvements and, there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business conducted thereon. Neither Intercure nor any Intercure Subsidiary has received any written notice from any insurance company or board of fire underwriters of any defects or inadequacies that could adversely affect the insurability of any Leased Real Property or requesting the performance of any work or alteration with respect to any Leased Real Property. To the knowledge of Intercure, there is no pending or threatened condemnation, expropriation or other governmental taking of any part or interest in any Leased Real Property. The current and intended use and occupancy of the Leased Real Property and the operation of Intercure's and each Intercure Subsidiary's businesses as currently conducted do not violate any applicable zoning law, easement, covenant, condition, restriction or similar provision in any instrument of record affecting the Leased Real Property. To the knowledge of Intercure, no fact or condition exists that could result in the termination or impairment of presently available access from adjoining public or private streets or ways or in the discontinuation of presently available sewer, water, electric, gas, telephone or other utilities or services for any Leased Real Property.

(ii) Cannabis Matters. All products manufactured, processed, marketed, distributed, sold or delivered by Intercure or any Intercure Subsidiary have been in conformity with all applicable warranties, and neither Intercure nor any Intercure Subsidiary has any material liability for replacement thereof or other material damages in connection therewith in excess of any warranty reserve established with respect thereto on the Balance Sheet as adjusted for the passage of time through the Effective Date in accordance with the past custom and practice of Intercure and the Intercure Subsidiaries. Each product manufactured, sold or delivered by Intercure and the Intercure Subsidiaries is in compliance in all material respects with all applicable Laws controlling the cultivation, harvesting, production, handling, storage, distribution, sale, and possession of Cannabis. Any products sold by Intercure or the Intercure Subsidiaries that were purchased by Intercure or an Intercure Subsidiary from a third parties was, to the knowledge of Intercure, cultivated, harvested, produced, tested, handled and delivered in accordance with all applicable Law in all material respects, and were purchased from suppliers duly licensed to cultivate, harvest and produce such products. The breeding, cultivation, harvesting, production, storage, distribution import, export and sale of medical cannabis in Israel is permitted by applicable Law. Neither Intercure nor any Intercure Subsidiary has used any substance, including pesticides, prohibited by Laws applicable in the states and localities in which such Person operates, in any prohibited amount at any stage of the cultivation, harvesting, handling, storage or delivery of such products. Intercure and the Intercure Subsidiaries have performed (or caused to be performed by third parties) all material and necessary tests and obtained all test certificates and certificates of ingredients required by applicable Law, including tests for microbials, contaminants, residuals, and pesticides, with respect to any product manufactured, sold or delivered by Intercure or such Intercure Subsidiary. To the knowledge of Intercure, no products manufactured, sold or delivered by Intercure contain any prohibited pesticides, contaminants or any other substance prohibited by any Law. Neither Intercure nor any Intercure Subsidiary has received any written notice of any claims for, and to Intercure's knowledge there is no reasonable basis for, any extraordinary product recalls relating to any of its products or services. Neither Intercure nor any Intercure Subsidiary has had or has any material liability arising out of any injury to individuals or property as a result of the ownership, possession or use of any products manufactured, sold or delivered by Intercure or any Intercure Subsidiary or with respect to any services rendered by Intercure or any Intercure Subsidiary. Intercure and the Intercure Subsidiaries are in material compliance with all applicable advertising or labeling requirements that prohibit "drug" claims on products that have not received the appropriate drug approval. Intercure and the Intercure Subsidiaries are in material compliance with all applicable advertising or labeling requirements that prohibit "drug" claims on products that have not received the appropriate drug approval.

(jj) Information. None of the information or financial statements relating to Intercure and any Intercure Subsidiary included or to be included in the Information Circular, the Prospectus, the U.S. Registration Statement or the U.S. Resale Registration Statement, or that have been and will be included in any information statement or proxy statement relating to the Business Combination do or will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading and, in respect of the Information Circular, Prospectus, the U.S. Registration Statement or the U.S. Resale Registration Statement, as applicable, will constitute full, true and plain disclosure of all material facts relating to Intercure and the Intercure Subsidiaries as required by applicable Securities Laws.
(kk) Public Filings. Intercure has filed or furnished to the TASE and the ISA, in the 36 months preceding the Effective Date, all reports, schedules, forms, statements and other documents required to be filed with or furnished under the Israeli Securities Law 5728-1968 and the regulations promulgated thereunder (the "Filed Documents"), on a timely basis or has received a valid extension of such time of filing and has filed any such Filed Documents prior to the expiration of any such extension. All of the Filed Documents have been prepared in accordance with the Israeli Securities Law and, subject to the foregoing, each of the Filed Documents (including the financial statements or schedules included therein) as of the respective date of filing, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
(ll) Privacy and Information Security. Intercure and each Intercure Subsidiary is and has been in material compliance with (a) all Privacy and Information Security Requirements, (b) its internal and external privacy policies and notices and (c) all contracts relating to the Processing of Personal Data. Neither Intercure nor any Intercure Subsidiary, nor to Intercure's knowledge, any other Person, has received any written notice, allegation, complaint or other communication, and, to Intercure's knowledge, there is no pending investigation by any Governmental Authority or payment card association, regarding any actual or alleged violation of any Privacy and Information Security Requirement by or with respect to Intercure or any Intercure Subsidiary. To Intercure's knowledge, neither Intercure nor any Intercure Subsidiary has suffered a security breach with respect to any of the Intercure Data and there has been no unauthorized or illegal use of or access to any Intercure Data. Neither Intercure nor any Intercure Subsidiary has notified, or, to Intercure's knowledge, has been required to notify, any Person of any information security breach involving Personal Data. Intercure and each Intercure Subsidiary employs and has employed commercially reasonable security measures that materially comply with all Privacy and Information Security Requirements and are designed to protect Intercure Data within its custody or control and requires the same of all vendors that Process Intercure Data on its behalf. Intercure and each Intercure Subsidiary has provided all requisite notices and obtained all required consents, and satisfied all other requirements (including to notify Governmental Authorities) to the extent required under the Privacy and Information Security Requirements for such Person's Processing (including international and onward transfer) of all Personal Data in connection with the conduct of the business of Intercure or such Intercure Subsidiary. The execution, delivery, performance and consummation of the transaction contemplated

hereunder comply with Intercure's and each Intercure Subsidiary's applicable Privacy and Information Security Requirements.

(mm) Disclosure. Intercure has provided Subversive with all materials and information responsive to all due diligence requests made by Subversive, and none of such information contains any untrue statement of a material fact or omits a material fact necessary to make such information incomplete or misleading.

4.2 Representations and Warranties of Subversive

Except as set forth in the corresponding sections of the Subversive Disclosure Schedules attached hereto (collectively, the "Subversive Disclosure Schedules") (each of which shall qualify only the specifically identified sections or subsections hereof to which such Subversive Disclosure Schedule relates and shall not qualify any other provision of this Agreement), Subversive hereby represents and warrants to Intercure as of the date hereof and as of the Effective Date, and acknowledges that Intercure is relying upon such representations and warranties in connection with the entering into of this Agreement, as follows:

(a) Due Formation. Subversive is a validly existing limited partnership under the laws of the Province of Ontario and is registered to carry on business under the laws of each jurisdiction in which it carries on its business.
(b) Power. Subversive through the General Partner has full power, capacity and authority to undertake all steps of the Business Combination contemplated in the Documents and to carry out its obligations under this Agreement.
(c) Share Capital. The authorized capital of Subversive consists of (i) an unlimited number of Subversive Restricted Voting Units, of which 22,500,000 Subversive Restricted Voting Units are currently issued and outstanding (ii) an unlimited number of Subversive Class B Units, of which 524,500 Subversive Class B Units are currently issued and outstanding, (iii) an unlimited number of Subversive Proportionate Voting Units, of which 57,562 Subversive Proportionate Voting Units (not taking into account the Subversive Proportionate Voting Units underlying the Class B Units) are currently issued and outstanding, and (iv) one general partnership unit, which is currently issued and outstanding; except for the 23,024,500 Subversive Rights, Subversive has no other securities outstanding nor is it a party to or has granted any agreement, warrant, option or right or privilege capable of becoming an agreement, for the purchase, subscription or issuance of any Subversive Restricted Voting Unit or Subversive Class B Unit or securities convertible into or exchangeable for any Subversive Class A Restricted Voting Unit or Subversive Class B Unit.
(d) Reporting Issuer. Subversive is a reporting issuer, or the equivalent thereof, in each of the provinces and territories of Canada (other than Quebec) (collectively, the "Reporting Jurisdictions") and is not currently in default of any requirement of the applicable laws of each of the Reporting Jurisdictions and other regulatory instruments of the Subversive Securities Authorities, and no order ceasing, halting or suspending trading in securities of Subversive or prohibiting the distribution of such securities has been issued to and is outstanding against Subversive and no investigations or proceedings for such purposes are, to the knowledge of Subversive, pending or threatened.
(e) Compliance with Law. Subversive is in compliance in all material respects with all its disclosure obligations under applicable Laws and all documents filed by Subversive pursuant to such obligations are in compliance in all material respects with applicable Laws and, other than in respect of documents that have been amended or refiled did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(f) Subsidiaries. Subversive has no Subsidiaries other than the Subversive Subsidiaries, and is not a partner, co-tenant, joint venturer or otherwise a participant in any partnership, joint venture, co-tenancy or other similarly joint owned business.
(g) Permits; Licenses. Subversive has all requisite limited partnership capacity, power and authority, and possesses all material certificates, authority, permits and licenses issued by the appropriate state, provincial, municipal or federal regulatory agencies or bodies necessary to conduct the business as now conducted by it and to own its assets and is in compliance in all material respects with such certificates, authorities, permits or licenses. Subversive has not received any notice of proceedings relating to the revocation or modification of any such certificate, authority, permit or license which, singly or in the aggregate, if the subject of an unfavourable decision, order, finding or ruling, would materially and adversely affect the conduct of the business, operations, financial condition, income or future prospects of Subversive.
(h) Due Authorization, Execution and Delivery. Each of the Documents has been, or at the Effective Time will be, duly authorized and, with respect to this Agreement, executed and delivered by Subversive and constitutes a valid and binding obligation of Subversive enforceable in accordance with its terms (subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally) and no other limited partnership proceeding on the part of Subversive, is necessary to authorize this Agreement and the transactions contemplated hereby.
(i) Consents; Authorizations. the entering into and the performance by Subversive of the transactions contemplated in the Documents:
(i) do not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable corporate and securities legislation and the policies of the Exchange;
(ii) will not contravene any statute or regulation of any Government Authority which is binding on Subversive where such contravention would have a Material Adverse Effect; and
(iii) will not result in the material breach of, or be in conflict with, or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the Governing Documents or resolutions of Subversive or any mortgage, note, indenture, contract or agreement, instrument, lease or other document to which Subversive is or will be a party, or any judgment, decree or order or any term or provision thereof, which breach, conflict or default would have a Material Adverse Effect.
(j) Legal Proceedings. There are no legal or governmental proceedings pending or, to the knowledge of Subversive, contemplated or threatened, to which Subversive is a party or to which the assets or property of Subversive is subject.

(k) Financial Statements.

(i) The audited financial statements of Subversive for the period from inception (the date of formation) through December 31, 2019 and the notes thereto (collectively, the "Subversive Financial Statements"), have been prepared in accordance with IFRS, present fairly, in all material respects, the financial position of Subversive as of such date, and do not omit to state any material fact that is required by IFRS or by applicable law to be stated or reflected therein or which is necessary to make the statements contained therein not misleading.
(ii) Neither Subversive nor any one of the Subversive Subsidiaries has any outstanding material liability, whether direct, indirect, absolute or contingent or otherwise, which is not reflected in the Subversive Financial Statements.
(l) Related Party. Except as disclosed in the Subversive Financial Statements, Subversive has not engaged in any transaction with any person that it is not dealing with at "arm's length" (as such term is defined in the Income Tax Act (Canada)) since the beginning of the period covered by the Subversive Financial Statements.
(m) Taxes. All Taxes due and payable by Subversive have been paid or provision made therefor in the financial statements of Subversive except for where the failure to pay such Taxes would not result in a Material Adverse Effect for Subversive. All tax returns, declarations, remittances and filings required to be filed by Subversive have been filed with all appropriate Government Authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. To the knowledge of Subversive, no examination of any tax return of Subversive is currently in progress and there are no issues or disputes outstanding with any Government Authority respecting any Taxes that have been paid, or may be payable, by Subversive. There are no agreements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to Subversive.
(n) Brokers. Other than (i) the fees paid and payable to the underwriters in connection with the initial public offering of Subversive and in connection with the transactions contemplated herein, as disclosed in the Final IPO Prospectus, or (ii) to agents or

advisors for services provided in connection with the qualifying transactions, as set forth on Section 4.2(o) of the Subversive Disclosure Schedules, there is no person, firm or company acting or purporting to act at the request of Subversive who is entitled to any brokerage or finder's fee in connection with the transactions contemplated in the Documents.

(o) Compliance with Laws. Other than any non-compliance which would not result in a Material Adverse Effect in respect of Subversive, to the knowledge of Subversive, after due inquiry all activities of Subversive have been, up to and including the date hereof, conducted in compliance, in all material respects, with any and all applicable Laws.
(p) Qualifying Transaction. The Business Combination will satisfy the requirements of section 10.16(15) of the Exchange Listing Manual.

4.3 Representations and Warranties of the General Partner

The General Partner hereby represents and warrants to Intercure as of the date hereof and as of the Effective Date, and acknowledges that Intercure is relying upon such representations and warranties in connection with the entering into of this Agreement, as follows:

(a) Due Formation. The General Partner is a validly existing corporation under the laws of the Province of Ontario and is registered to carry on business under the laws of each jurisdiction in which it carries on its business.
(b) Power. The General Partner has full power, capacity and authority to undertake all steps of the Business Combination contemplated in the Documents and to carry out its obligations under this Agreement.
(c) Share Capital. The authorized capital of the General Partner consists of one hundred (100) common shares.
(d) Due Authorization, Execution and Delivery. Each of the Documents has been, or at the Effective Time will be, duly authorized and, with respect to this Agreement, executed and delivered by the General Partner and constitutes a valid and binding obligation of the General Partner enforceable in accordance with its terms (subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally) and no other corporate proceeding on the part of the General Partner, is necessary to authorize this Agreement and the transactions contemplated hereby.
(e) Consents; Authorizations. the entering into and the performance by the General Partner of the transactions contemplated in the Documents:
(i) do not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable corporate and securities legislation and the policies of the Exchange;
(ii) will not contravene any statute or regulation of any Government Authority which is binding on Subversive where such contravention would have a Material Adverse Effect; and
(iii) will not result in the material breach of, or be in conflict with, or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the Governing Documents or resolutions of Subversive or any mortgage, note, indenture, contract or agreement, instrument, lease or other document to which Subversive is or will be a party, or any judgment, decree or order or any term or provision thereof, which breach, conflict or default would have a Material Adverse Effect.

4.4 Survival

For greater certainty, subject to the Indemnification Agreement, the representations and warranties of each of the Parties contained herein shall survive the execution and delivery of this Agreement and shall terminate and be extinguished on the earlier of the termination of this Agreement in accordance with its terms and the Effective Time; provided, however, that the Fundamental Representations shall survive indefinitely.

ARTICLE 5 COVENANTS

5.1 Conduct of Business by the Parties

Except as required by Law or as otherwise expressly permitted or specifically contemplated by this Agreement, each Party covenants and agrees that, during the period from the date of this Agreement until the earlier of either the Effective Time or the time that this Agreement is terminated by its terms, unless each of the other Parties shall otherwise agree in writing it shall, and shall cause its Subsidiaries to conduct business in, and not take any action except in, the usual and ordinary course of business, with the exception of reasonable costs incurred in connection with the Business Combination, and it shall and shall cause its Subsidiaries to use all commercially reasonable efforts to maintain and preserve its business organization, assets, employees and advantageous business relationships and it shall not, and shall cause its Subsidiaries to not, without the prior written consent of the other Parties, enter into any contract in respect of its business or assets, other than in the ordinary course of business, and without limitation but subject to the foregoing, shall maintain payables and other liabilities at levels consistent with past practice, shall not engage or commit to engage in any extraordinary material transactions and shall not make or commit to make distributions, dividends or special bonuses, without the prior written consent of the other Parties.

5.2 Representations and Warranties

(a) Intercure covenants and agrees that from the date hereof until the termination of this Agreement it shall not take any action, or fail to take any action, which would or may reasonably be expected to result in the representations and warranties set out in Section 4.1 being untrue in any material respect.
(b) Subversive covenants and agrees that, from the date hereof until the termination of this Agreement it shall not take any action, or fail to take any action, which would

or may reasonably be expected to result in the representations and warranties set out in Section 4.2 being untrue in any material respect.

(c) The General Partner covenants and agrees that, from the date hereof until the termination of this Agreement it shall not take any action, or fail to take any action, which would or may reasonably be expected to result in the representations and warranties set out in Section 4.2 being untrue in any material respect.

5.3 Notice of Material Change

(a) From the date hereof until the termination of this Agreement, each Party shall promptly notify the other Party in writing of:
(i) any material change (actual, anticipated, contemplated or, to the knowledge of such Party or any of its Subsidiaries, threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of such Party and its Subsidiaries, taken as whole;
(ii) any change in the facts relating to any representation or warranty set out in Sections 4.1 or 4.2 hereof, as applicable, which change is or may be of such a nature as to render any such representation or warranty misleading or untrue in a material respect; or
(iii) any material fact which arises and which would have been required to be stated herein had the fact arisen on or prior to the date of this Agreement.
(b) Each of the Parties shall in good faith discuss with the other any change in circumstances (actual, anticipated, contemplated or, to its knowledge of its or any of its Subsidiaries, threatened, financial or otherwise) which is of such a nature that there may be a reasonable question as to whether notice need to be given to the other pursuant to this Section.

5.4 Non-Solicitation

(a) None of the Parties shall solicit any offers to purchase their respective shares or assets, or any portion above 5% thereof, and neither Subversive nor Intercure will, directly or indirectly, initiate, enter into or encourage any discussions or negotiations with any third party with respect to such a transaction or amalgamation, merger, take-over, plan of arrangement or similar transaction or a Going Public Transaction other than for this Business Combination during the period commencing on the date hereof and ending on the termination of this Agreement. The Parties shall immediately cease and cause to be terminated any existing discussions or negotiations with any third party related to any of the foregoing. In the event any of the Parties is approached in respect of any such transaction, it shall immediately notify the other.
(b) Notwithstanding this Section 5.4 and any other provision of this Agreement, any Intercure Shareholder shall, for greater certainty, have the right to sell, transfer and assign its Intercure Shares to any other Intercure Shareholder or to any officer and/or director of Intercure subject to any applicable Laws.

5.5 Mutual Negative Covenants

Each Party agrees that, from the date hereof until the earlier of the termination of this Agreement and the completion of the Arrangement, it shall not directly or indirectly do, permit to occur, authorize or agree to any of the following, other than to the extent required by the terms of this Agreement or the Plan of Arrangement:

(a) issue, grant, sell or pledge or agree to issue, grant, sell or pledge any shares, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire shares, including of any Subsidiary, other than:
(i) in the case of Intercure:
- (A) in connection with the Arrangement;
- (B) the issuance of Intercure Shares and/or warrants upon the exercise of any Intercure Convertible Securities;
- (C) the grant of up to 4,303,356 Intercure Options (prior to the Intercure Share Consolidation) and other similar issuances pursuant to the Plan to directors, officers, employees or consultants, provided that any Intercure Option grants in excess of such 4,303,356 Intercure Options (prior to the Intercure Share Consolidation) must be exercisable at a price of not less than \$1.30, per Intercure Share on a pre-Arrangement basis; and
(ii) in the case of Subversive,
- (A) in connection with the Business Combination, including the issuance of 500,000 Subversive Limited Partnership Units to underwriters due as a result of consummation of the Qualifying Transaction; and
- (B) the issuance of Subversive Restricted Voting Units or Subversive Limited Partnership Units upon the exercise of any Subversive Rights;
(b) except as otherwise described in the Final IPO Prospectus (and specifically in relation with a redemption event as described therein), redeem, purchase or otherwise acquire any of its outstanding shares or other securities including, without limitation, under an issuer bid;
(c) adopt a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or reorganization of itself or any of its Subsidiaries, except for the Business Combination or as otherwise contemplated in this Agreement;
(d) borrow any cash or incur any indebtedness, except as expressly contemplated by this Agreement or with the prior written consent of the other Parties and, in the case of Intercure, Intercure shall be permitted, without any prior consent of the other Parties, to: (A) incur trade payables in the ordinary course; and (B) borrow amounts not to exceed \$1,000,000 in the aggregate;
(e) make loans, advances or other similar payments to any third party except as expressly contemplated by this Agreement and, in the case of Intercure, Intercure shall be permitted to (A) make routine advances to Intercure employees for expenses incurred in the ordinary course; or (B) as consented to by Subversive, which consent shall not be unreasonably withheld;
(f) declare, set aside or pay any dividend or other distribution or payment (whether in cash, shares or property) in respect of its shares owned by any Person other than inter-corporate loans and advances and except for the Business Combination or as otherwise contemplated by this Agreement;
(g) amend its Governing Documents or otherwise split, combine or reclassify any of its shares in any manner which may adversely affect the success of the Business Combination, except as required by the Business Combination or to give effect to the matters contemplated in this Agreement;
(h) enter into any transaction or material contract, except in the case of the transactions contemplated by the Business Combination; and
(i) engage in any business enterprise or activity different from that carried on as of the date hereof, without the prior written consent of the other Parties.

5.6 Intercure Negative Covenants

Intercure agrees that, from the date hereof until the earlier of the termination of this Agreement and the completion of the Arrangement, it shall not directly or indirectly do, permit to occur, authorize or agree to any of the following:

(a) sell, transfer, deliver, lease, license, sublicense, mortgage, pledge, encumber, impair or otherwise dispose of (in whole or in part), or create, incur, suffer to exist, assume or cause to be subjected to any lien on or abandon, cancel or allow to lapse, any of the material assets, rights or properties of Intercure or any Intercure Subsidiary (including any intellectual property or accounts receivable), except for sales of inventory or non-exclusive licenses of intellectual property in the ordinary course;
(b) amend, waive, release or terminate any Material Contract (other than terminations upon any expiration of the terms of any Material Contract in the ordinary course);
(c) (A) increase the compensation or fringe benefits of any employee (except for increases in salary for employees with annual compensation of less than \$200,000 in the ordinary course), (B) hire or offer to hire any new employees with annual compensation in excess of \$200,000 or terminate or encourage any employee to resign from Intercure or an Intercure Subsidiary other than in the Ordinary Course, (C) grant any severance or termination pay (in cash or otherwise) to any current or former employee, except pursuant to any contract or employee benefit plan in effect on the date hereof in connection with the termination of any such employee or increase in severance or termination pay, or (D) establish, adopt, enter into, materially amend or terminate (or grant any waiver or consent under) any employee benefit plan, except for any amendments required by applicable Law,
(d) enter into or amend any collective bargaining agreement or contract with any labour union or other labour organization;
(e) make any change to its methods of accounting or accounting practices, policies or procedures (including with respect to reserves, revenue recognition, inventory control, prepayment of expenses, timing for payments of accounts payable and collection of accounts receivable), except as required by IFRS or applicable Law;
(f) (A) make or change any material Tax election or change any method of tax accounting, (B) settle or compromise any material Tax liability, (C) file any material amended Tax return, (D) enter into any closing agreement relating to any Tax, (E) agree to an extension of a statute of limitations with respect to Taxes, or (F) surrender any right to claim a Tax refund in any case that would reasonably be expected to be material;
(g) other than in the ordinary course, commence, make payment with respect to, discharge, satisfy, settle or otherwise compromise any legal proceeding or waive, assign or release any material rights or claims (other than legal proceedings arising out of this Agreement);
(h) commence, settle, compromise or otherwise resolve any legal proceeding or waive, assign or release any material rights or claims, except (A) with respect to routine matters in the ordinary course, (B) in such cases where Intercure reasonably determines in good faith that the failure to take any such action with respect to such legal proceeding would result in a material impairment of its rights with respect thereto, provided that Intercure consults with Subversive prior to commencing such Proceeding or (C) any legal proceeding arising out of this Agreement;
(i) other than as permitted under subsection (c) above, engage in, enter into or modify or amend any agreement, contract, transaction or other arrangement with, directly or indirectly, any Related Party;
(j) terminate, amend or fail to renew or preserve any material permit, license or governmental authorization;
(k) terminate, amend, fail to renew or preserve, or permit to lapse or enter the public domain, any material intellectual property, except for amendments to registered or applied for intellectual property completed in the ordinary course of business consistent with past practice;
(l) permit the lapse of any existing material insurance policy relating to the business or assets of Intercure or any Intercure Subsidiary;
(m) make any material changes in Intercure's or any Intercure Subsidiary's practices and policies relating to manufacturing, purchasing, inventory management, marketing, selling or pricing, except in the ordinary course; and
(n) take or omit to take any action (or permit any Affiliate, officer, director, manager, employee, attorney, accountant, consultant, financial advisor or other agent of Intercure or any Intercure Subsidiary to take or omit to take any action) that would,

or could reasonably be expected to, (A) result in any of Intercure's representations and warranties set forth in this Agreement or any certificate delivered in connection with the Business Combination being or becoming untrue, or (B) result in a failure to satisfy any of the conditions set forth in Article 6;

5.7 Support of Business Combination

(a) Each Party covenants and agrees that it shall:
(i) take all reasonable actions to consummate the Business Combination and the transactions contemplated thereunder, subject only to the terms and conditions hereof and to not take any action contrary to or in opposition to the Business Combination, except as required by statutory law, and in the case of Intercure, use its commercially reasonable efforts to cause its shareholders to vote their respective shares in favour of the Business Combination and all of the matters contemplated thereunder,
(ii) use all commercially reasonable efforts to obtain all appropriate Regulatory Approvals;
(iii) not, other than in connection with the Business Combination, reorganize, amalgamate or merge with any other person, nor acquire by amalgamating, merging or consolidating with, purchasing a majority of the voting securities or substantially all of the assets of or otherwise, any business or Person which acquisition or other transaction would reasonably be expected to prevent or materially delay the Business Combination contemplated hereby; and
(iv) co-operate fully with the other Parties and to use all commercially reasonable efforts to otherwise complete the Business Combination, unless such cooperation and efforts would subject such Party to liability or would be in breach of applicable Laws.

5.8 Other Filings

The Parties shall, as promptly as practicable hereafter, prepare and file all filings required under any Securities Laws or any other applicable Laws relating to the Business Combination contemplated hereby.

5.9 Additional Agreements

Subject to the terms and conditions of this Agreement and subject to fiduciary obligations under applicable Laws, each of the Parties hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the Business Combination contemplated by this Agreement and to cooperate with each other in connection with the foregoing, including using commercially reasonable efforts:

(a) to obtain all necessary waivers, consents and approvals from other Parties to material agreements, leases and other contracts or agreements;

(b) to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the Business Combination contemplated hereby;
(c) to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the Business Combination contemplated hereby;
(d) to effect all necessary registrations and other filings and submissions of information requested by the ISA, TASE, NEO, TSX and Nasdaq;
(e) to effect all necessary registrations and other filings and submissions of information requested by Government Authorities; and
(f) to fulfill all conditions and satisfy all provisions of this Agreement.

For purposes of the foregoing, the obligation to use "commercially reasonable efforts" to obtain waivers, consents and approvals to loan agreements, leases and other contracts shall not include any obligation to agree to a materially adverse modification of the terms of such documents or to prepay or incur additional material obligations to such other Parties.

5.10 Waiver of Access to Escrow Account. Notwithstanding anything to the contrary in this Agreement, Intercure hereby irrevocably waives and releases, and shall cause any Affiliate of Intercure in connection with the Business Combination, to waive and release, on substantially similar terms, any and all right, title, interest, causes of action and claims of any kind, whether in tort or contract or otherwise (each, a "Claim"), in or to, and any and all right to seek payment of any amounts due to it in connection with the Business Combination or this Agreement, out of the Escrow Account, or from monies or other assets released from the Escrow Account that are payable to holders of Subversive Restricted Voting Units or its underwriters, and hereby irrevocably waives and releases any Claim it may have in the future, as a result of, or arising out of, this Agreement or the Business Combination, which Claim would reduce or encumber any monies or other assets released from the Escrow Account that are payable to holders of Subversive Restricted Voting Units or its underwriters, or to any monies or other assets in the Escrow Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Escrow Account, any monies or other assets released from the Escrow Account that are payable to holders of Subversive Restricted Voting Units or its underwriters or any monies or other assets in the Escrow Account for any reason whatsoever or to bring any proceedings against the Escrow Account or the Escrow Agent.

5.11 Access.

(a) Except to the extent prohibited by applicable Law, Intercure shall, and shall cause each Intercure Subsidiary to, (i) afford to Subversive and its representatives, reasonable access, during normal business hours and upon reasonable prior notice to Intercure, to all of the assets, properties, personnel, contracts, books and records of Intercure as Subversive may from time to time reasonably request, and (ii) furnish Subversive with such information relating to Intercure and the Intercure Subsidiaries as Subversive may from time to time reasonably deem necessary and advisable, provided that, with respect to clause (i), any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of Intercure or the Intercure Subsidiaries.

(b) Except to the extent prohibited by applicable Law, Subversive shall, and shall cause each Subversive Subsidiary to, (i) afford to Intercure and its representatives, reasonable access, during normal business hours and upon reasonable prior notice to Intercure, to all of the assets, properties, personnel, contracts, books and records of Subversive as Intercure may from time to time reasonably request, and (ii) furnish Intercure with such information relating to Subversive and the Subversive Subsidiaries as Intercure may from time to time reasonably deem necessary and advisable, provided that, with respect to clause (i), any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of Subversive or the Subversive Subsidiaries.

(c) Upon Subversive's request, Subversive and its representative shall be provided with reasonable access to suppliers and distributors of Intercure and the Intercure Subsidiaries, provided that such access shall require the prior written consent of Intercure (not to be unreasonably withheld, conditioned or delayed) and a representative of Intercure shall be entitled to participate in any discussions.

(d) Intercure shall report to Subversive, as and when reasonably requested, concerning the status of the operations, finances and affairs of the Intercure and its Subsidiaries and deliver to Subversive periodic financial reports in the form that it customarily prepares for its internal purposes.

ARTICLE 6 CONDITIONS AND CLOSING MATTERS

6.1 Mutual Conditions Precedent

The respective obligations of the Parties hereto to complete the Arrangement pursuant to the Plan of Arrangement shall be subject to the satisfaction, on or before the Effective Date, of the following conditions precedent, each of which may be waived only by the mutual consent of the Parties:

(a) the requisite shareholder approvals of Intercure at the Intercure Meeting shall have been obtained;
(b) the Intercure Share Consolidation shall have occurred;
(c) the conditional approval of the NEO shall have been obtained by Subversive to enable the Business Combination to qualify as Subversive's Qualifying Transaction;
(d) a final receipt for the Prospectus shall have been issued by or on behalf of the Subversive Securities Authorities;
(e) the Interim Order and the Final Order shall have each been obtained on terms consistent with this Agreement;
(f) the U.S. Registration Statement shall have become effective under the Securities Exchange Act and the Intercure Shares shall have been approved for listing on the Nasdaq;
(g) approval for listing and trading of Subversive Limited Partnership Units on the TSX shall have been obtained;
(h) Intercure Shares shall have been approved for, and begun trading on, the TSX so as to enable the "dual listing" regime to apply to the Intercure Shares;
(i) ISA and TASE approval for listing and trading of Intercure Shares on the TSX and the TASE under the "dual listing" regime shall have been obtained;
(j) there shall have been no action taken under any applicable Law or by any Governmental Authority and there shall not be in force any order or decree restraining or enjoining the consummation of the Business Combination;
(k) all corporate and Regulatory Approvals shall have been obtained; and
(l) this Agreement shall not have been terminated pursuant to Article 7.

If any of the above conditions shall not have been complied with or waived by the Parties on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then a Party may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by the Party terminating the Agreement. In the event that the failure to satisfy any one or more of the above conditions precedent results from a material default by a Party of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, such defaulting Party shall not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own non-compliance with its obligations under this Agreement.

6.2 Additional Conditions Precedent to the Obligations of Intercure

The obligations of Intercure to complete the Arrangement shall also be subject to the satisfaction, on or before the Effective Date, of each of the following conditions precedent (each of which is for the exclusive benefit of Intercure and may be waived by Intercure and any one or more of which, if not satisfied or waived, will relieve Intercure of any obligation under this Agreement):

(a) Neither Subversive nor the General Partner shall have breached, or failed to comply with, in any material respect, any of its covenants or other obligations under this Agreement;
(b) the representations and warranties of Subversive and the General Partner (other than the Subversive Fundamental Representations) contained in this Agreement (without giving effect to any "materiality" or "Material Adverse Effect" qualifiers) shall be true and correct in all respects as of the Effective Date with the same effect as if made as of the Effective Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such specified date), except where the failure of any such representations and warranties to be so true and correct has not had a Material Adverse Effect. The Subversive Fundamental Representations shall be true and correct in all material respects as of the Effective Date with the same effect as if made as of the Effective Date (other than such representations and warranties that

are made as of a specified date, which representations and warranties shall be true and correct as of such specified date);

(c) the Financing shall have raised at least \$25 million in gross proceeds at a price per unit not less than \$10 per unit to Subversive;
(d) Immediately prior to the Effective Date, (i) the total available cash in the Escrow Account net of anticipated payments in respect of redemption plus (ii) amounts funded or committed pursuant to the Financing, shall be at least \$55,000,000 (the "Minimum Cash Amount"). Such Minimum Cash Amount shall be unrestricted (subject to completion of a Qualifying Transaction) and Subversive (and the Subversive Subsidiaries) shall not have incurred any liabilities or obligations that are payable in cash in connection with the Business Combination (including all transaction costs of Subversive, and all reasonable legal and accounting fees of Intercure) in excess of \$15,000,000 (plus the amount of any credit to the fees of the TSX Listing obtained by Subversive for the benefit of Intercure); and
(e) The Boards of Directors of the General Partner and the officers and Governing Documents of Subversive and the General Partner shall have been replaced and/or amended, as applicable, as requested by Intercure.

If any of the above conditions shall not have been complied with or waived by Intercure on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then Intercure may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Intercure. In the event that the failure to satisfy any one or more of the above conditions precedent results from a material default by Intercure of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, Intercure shall not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own noncompliance with its obligations under this Agreement.

6.3 Additional Conditions Precedent to the Obligations of Subversive

The obligations of Subversive to complete the Arrangement shall also be subject to the satisfaction, on or before the Effective Date, of each of the following conditions precedent (each of which is for the exclusive benefit of Subversive and may be waived by Subversive and any one or more of which, if not satisfied or waived, will relieve Subversive of any obligation under this Agreement):

(a) no Material Adverse Effect with respect to Intercure or the Intercure Subsidiaries taken as a whole shall have occurred between September 30, 2020 and the Effective Date;
(b) Intercure shall not have breached, or failed to comply with, in any material respect, any of its covenants or other obligations under this Agreement;
(c) Intercure shall have obtained all third party consents and authorizations required to be obtained as set forth in the Intercure Disclosure Schedules in response to Section 4.1(i)(c);
(d) the representations and warranties of Intercure (other than the Intercure Fundamental Representations) contained in this Agreement (without giving effect to any "materiality" or "Material Adverse Effect" qualifiers) shall be true and correct in all respects as of the Effective Date with the same effect as if made as of the Effective Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such specified date), except where the failure of any such representations and warranties to be so true and correct has not had a Material Adverse Effect. The Intercure Fundamental Representations shall be true and correct in all material respects as of the Effective Date with the same effect as if made as of the Effective Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such specified date);
(e) Subversive, Intercure and the Representative shall have entered into the Indemnification Agreement;
(f) Subversive shall have received Support and Lock-Up Agreements duly executed by all Intercure directors and officers;
(g) All Intercure Shares required to be issued pursuant to and in accordance with this Agreement and the Plan of Arrangement shall have been validly and irrevocably issued, not subject to withholding of any kind, shall be fully paid and nonassessable, and shall not be subject to any restrictions under Israeli Law that prevent such Intercure Shares from being freely tradeable on TASE or TSX or becoming freely tradeable on Nasdaq; and
(h) The Director Appointment shall have occurred and the Boards of Directors and officers of Intercure shall be as set forth in Section 2.3.

If any of the above conditions shall not have been complied with or waived by Subversive on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then Subversive may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Subversive. In the event that the failure to satisfy any one or more of the above conditions precedent results from a material default by Subversive of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, Subversive shall not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own noncompliance with its obligations under this Agreement.

6.4 Closing Matters

The completion of the transactions contemplated under this Agreement shall be effected via electronic exchange on the Effective Date.

ARTICLE 7 TERMINATION AND AMENDMENT

7.1 Termination

This Agreement may be terminated by written notice promptly given to the other Party hereto, at any time prior to the Effective Date:

(a) by mutual agreement in writing by the Parties;
(b) by either Subversive or Intercure if the Business Combination has not occurred on or prior to the Completion Deadline (provided that the failure of the Business Combination to occur by the Completion Deadline has not been caused by a breach of this Agreement or any other Document by the Party exercising the right to terminate this Agreement); and
(c) as set forth in Sections 6.1, 6.2 and 6.3 of this Agreement.

7.2 Effect of Termination

In the event of the termination of this Agreement as provided in Section 7.1 hereof, this Agreement shall forthwith have no further force or effect and there shall be no obligation on the part of Subversive or Intercure hereunder except as set forth in Section 7.3 hereof and this Section 7.2, which provisions shall survive the termination of this Agreement. Nothing herein shall relieve any Party from liability for any breach of this Agreement.

7.3 Expenses

Each Party shall pay its own costs and expenses (including all legal, accounting and financial advisory fees and expenses) incurred in connection with the completion of the Business Combination, including without limitation, expenses related to the preparation, execution and delivery of all agreements including, without limitation, this Agreement and other documents referenced herein, and for greater certainty, Subversive shall be responsible for paying all costs and fees payable to the NEO in connection with its review of the Business Combination, all listing fees incurred or to be incurred in connection with the completion of the Business Combination and all costs and fees associated with the preparation and filing of the Prospectus or information circular, as may be required by the NEO, and Intercure shall be responsible for paying all costs and fees payable in connection with the filing of the U.S. Registration Statement and the U.S. Resale Registration Statement, and all fees and expenses of the Nasdaq Listing and the TSX Listing (provided no commitment to pay the listing fee for the TSX shall occur prior to certainty of consummation of the transactions).

7.4 Amendment

This Agreement may, at any time on or before the Effective Date be amended by mutual agreement between the Parties. This Agreement may not be amended except by an instrument in writing signed by the appropriate officers on behalf of each of the Parties hereto.

7.5 Waiver

A Party may (i) extend the time for the performance of any of the obligations or other acts of the other Party, (ii) waive compliance with any of the other Party's agreements or the fulfillment of any of its conditions contained herein or (iii) waive inaccuracies in another Party's representations or warranties contained herein or in any document delivered by the other Party hereto; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party.

ARTICLE 8 GENERAL

8.1 Notices

All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered or sent if delivered personally or sent by e-mail or sent by prepaid overnight courier to the Parties at the following addresses (or at such other addresses as shall be specified by the Parties by like notice):

if to Intercure, to:

Intercure Ltd. 85 Medinat Hayehudim Boulevard Herzeliya Pituach Israel Attention: E-mail: Alex Rabinovitch, CEO [Redacted]

with a copy (which shall not constitute notice) to:

Doron Tikotzky Kantor Gutman Nass & Amit Gross BSR 4, 33rd Floor 7 Metsada Street Bnei Brak Israel Attention: E-mail: Ronen Kantor, Adv. [Redacted]

if to Subversive, to:

Subversive Real Estate Acquisition REIT LP/ Subversive Real Estate Sponsor LLC 135 Grand Street, 2nd Floor New York, NY 10013 Attention: Leland Hensch Email: [Redacted]

with a copy (which shall not constitute notice) to:

Paul Hastings LLP 200 Park Avenue New York, NY 10166 Attention: Barry A. Brooks Email: [Redacted]

Goodmans LLP 333 Bay St., Suite 3400 Toronto, ON M5H 2S7 Attention: Stephen Pincus Email: [Redacted]

8.2 Assignment

Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either of the Parties hereto without the prior written consent of the other Party which shall not be unreasonably withheld.

8.3 Complete Agreement

This Agreement sets forth the entire understanding between the Parties hereto and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. No other agreements, representations, warranties or other matters, whether oral or written, shall be deemed to bind the Parties hereto with respect to the subject matter hereof.

8.4 Further Assurances

Each Party hereto shall, from time to time, and at all times hereafter, at the request of the other Party hereto, but without further consideration, do all such further acts and execute and deliver all such further documents and instruments as shall be reasonably required in order to fully perform and carry out the terms and intent hereof.

8.5 Severability

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law. Any provision of this Agreement that is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8.6 Counterpart Execution

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

8.7 Investigation by Parties

No investigations made by or on behalf of either Party or any of their respective authorized agents at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation, warranty or covenant made by the other Party in or pursuant to this Agreement.

8.8 Public Announcement; Disclosure and Confidentiality

(a) Unless and until the transactions contemplated in this Agreement will have been completed, none of the Parties shall make any public announcement concerning this Agreement or the matters contemplated herein, their discussions or any other memoranda, letters or agreements between them relating to the matters contemplated herein without the prior consent of the other Parties, provided that no party shall be prevented from making any disclosure which is required to be made by law or any rules of a stock exchange or similar organization to which it is bound. In the event a Party is required to disclose information related to the transactions contemplated in this Agreement pursuant to applicable Law, regulation or the rules of a stock exchange or similar organization, such Party will be responsible for the accuracy of such disclosure and that it contains no misrepresentations and constitutes a true and plain disclosure of all material facts. For the avoidance of doubt, Subversive will not be responsible for any information included in any disclosure made by Intercure.

(b) All information provided to or received by the parties hereunder shall be treated as confidential ("Confidential Information"). Without limiting the foregoing, the Parties acknowledge that Intercure's shares are listed on the TASE, and Subversive's shares are traded on the NEO, and each Party's Confidential Information may be considered "inside information" pursuant to Israeli securities laws and regulations, and/or material non-public information in accordance with applicable Canadian and United States securities laws. Subject to the provisions of this Section, no Confidential Information shall be published by any party hereto without the prior written consent of the others. The consent required by this Section shall not apply to a disclosure to: (a) comply with any applicable laws, stock exchange rules or a regulatory authority having jurisdiction; (b) a director, officer or employee of a party; (c) an Affiliate of a party; (d) a consultant, contractor or subcontractor of a party that has a bona fide need to be informed; or (e) any third party to whom the disclosing party has assigned (in compliance with the terms of this Agreement) any of its rights under this Agreement; provided, however, that in the case of subsection (a), such disclosing Party shall give the other Parties a reasonable opportunity to review and comment on such disclosure and will consider such comments in good faith, and in the case of subsection (e) the third party or parties, as the case may be, agree to maintain in confidence any of the Confidential Information so disclosed to them.
(c) The obligations of confidence and prohibitions against use of Confidential Information under this Agreement shall not apply to information that the disclosing party can show by reasonable documentary evidence or otherwise: (a) as of the date of this Agreement, was in the public domain; (b) after the date of this Agreement, was published or otherwise became part of the public domain through no fault of the disclosing party or an Affiliate thereof (but only after, and only to the extent that, it is published or otherwise becomes part of the public domain); or (c) was information that the disclosing party or its Affiliates were required to disclose pursuant to the order of any Government Authority or judicial authority.

8.9 Representative.

(a) By executing and delivering a Letter of Transmittal or by virtue of consummation of the Plan of Arrangement, each Subversive Limited Partner hereby irrevocably constitutes and appoints Subversive Real Estate Sponsor LLC as its true and lawful attorney-in-fact and agent (the "Representative") with full power of substitution to do any and all things and execute any and all documents which may be necessary, convenient or appropriate to facilitate the consummation of the transactions contemplated hereby and the exercise of all rights and the performance of all obligations hereunder, including: (i) receiving payments under or pursuant to this Agreement and disbursements thereof to the Subversive Limited Partner, as contemplated by this Agreement; (ii) receiving and forwarding of notices and communications pursuant to this Agreement and accepting service of process; (iii) giving or agreeing to, on behalf of all the Subversive Limited Partner, any and all consents, waivers and amendments deemed by the Representative, in its reasonable and good faith discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; and (iv) with respect to any and all matters arising under this Agreement, (A) disputing or refraining from disputing, on behalf of each Subversive Limited Partner relative to any amounts to be received by the Subversive Limited Partner under this Agreement or any agreements contemplated hereby, or any claim made by Subversive under this Agreement, (B) negotiating and compromising, on behalf of each Subversive Limited Partner, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement, and (C) executing, on behalf of each Subversive Limited Partner, any settlement agreement, release or other document with respect to such dispute or remedy, except in each case with respect to a dispute between any Subversive Limited Partner on the one hand and the Representative on the other hand; provided, however, that, in each case, the Representative shall not take any action adverse to any Subversive Limited Partner unless such action is also taken proportionately with respect to the others.

(b) Each Subversive Limited Partner hereby agrees that: (i) in all matters in which action by the Representative is required or permitted, the Representative is authorized to act on behalf of such Subversive Limited Partner; (ii) all decisions, actions, consents and instructions by the Representative shall be binding upon all of the Subversive Limited Partners, and no Subversive Limited Partner shall have the right to object to, dissent from, protest or otherwise contest any such decision, action, consent or instruction; and (iii) the appointment of the Representative is coupled with an interest and shall be irrevocable by such Subversive Limited Partner in any manner or for any reason.
(c) The Representative is hereby authorized to establish an expense fund (the "Expense Fund"), which shall be funded by Subversive at or prior to the consummation of the Arrangement in an amount of \$50,000. The Representative may use the Expense Fund to pay or be reimbursed for any fees, costs, expenses or other obligations incurred by the Representative acting in its capacity as such. The Subversive Limited Partners will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. For tax purposes, the Expense Fund shall be treated as having been received and voluntarily set aside by the Subversive Limited Partners at the time of Closing. The Parties agree that the Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund. The Representative shall be indemnified and held harmless by the Subversive Limited Partners out of the Expense Fund from and against any and all costs, expenses (including the fees and expenses of its counsel), losses or liabilities incurred by the Representative arising out of or in connection with the Representative's execution and performance of this Agreement. The Expense Fund shall be retained in whole or in part by the Representative for such time as the Representative shall determine in its sole discretion. If the Representative shall determine in its sole discretion to

return all or any portion of the Expense Fund, such amount shall be released to Intercure. In no event will the Representative be required to advance its own funds on behalf of the Subversive Limited Partners or otherwise. The foregoing indemnities will survive the consummation of the Arrangement, the resignation or removal of the Representative or the termination of this Agreement.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

INTERCURE LTD.

Per: "Alexander Rabinovitch"

CANNDOC ACQUISITION SUBCO LTD.

Per: "Alexander Rabinovitch"

SUBVERSIVE REAL ESTATE ACQUISITION REIT LP

Per: "Leland Hensch"

SUBVERSIVE REAL ESTATE ACQUISITION REIT (GP) INC.

Per: "Leland Hensch"

SUBVERSIVE REAL ESTATE SPONSOR LLC

Per: "Michael Auerbach"

SCHEDULE A PLAN OF ARRANGEMENT

(see attached)