SCISPARC

SPECIAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Special General

Meeting of the shareholders (the "Meeting") of SciSparc Ltd. (the "Company") will be held at the

Company's offices, 20 Raul Wallenberg Street, Tower A Tel Aviv 6971916 Israel, on Friday, July 16, 2021 at 8:00 a.m. (Eastern Time)

/ 3:00 p.m. (Israel time) or at any adjournments or postponements thereof.

The Meeting is being called for the following purpose:

To approve a reverse split of the Company's

ordinary shares at a ratio of 140:1, and to amend the Company's amended and restated Articles of Association accordingly.

The Board of Directors of the Company (the

"Board") recommends that you vote FOR the foregoing Proposal, which is described in the attached Proxy Statement.

The Company currently is unaware of any other

matters that may be raised at the Meeting. Should any other matters be properly raised at the Meeting, the persons designated as proxies

shall vote according to their own judgment on those matters.

Shareholders of record at the close of trading

on Monday, June 28, 2021 (the "Record Date"), are entitled to notice of and to vote at the Meeting, either in person

or by appointing a proxy to vote in their stead at the Meeting (as detailed below).

The approval of the Proposal to be presented at

the Meeting requires the affirmative vote of holders of at least a majority of the Ordinary Shares voted in person or presented by proxy

A form of proxy for use at the Meeting is

attached to the Proxy Statement, and a voting instruction form, together with a return envelope, will be sent to holders of American

Depositary Shares representing the Company's Ordinary Shares (each an "ADS"). By appointing

"proxies", shareholders and ADS holders may vote at the Meeting whether or not they attend. Holders of Ordinary Shares

must submit their proxies to the Company's offices. If a properly executed proxy in the attached form is received by the

Company at least four hours prior to the Meeting, all of the Ordinary Shares represented by the proxy shall be voted as indicated on

the form. ADS holders should return their voting instruction form by the date set forth therein. Subject to applicable law, in the

absence of instructions, the Ordinary Shares represented by properly executed and received proxies will be voted "FOR"

the proposed resolution to be presented at the Meeting for which the Board recommends a vote "FOR." Shareholders and ADS

holders may revoke their proxies or voting instruction form (as applicable) at any time before the deadline for receipt of proxies

or voting instruction form (as applicable) by filing with the Company (in the case of holders of Ordinary Shares) or with the Bank

of New York Mellon (in the case of holders of ADSs) a written notice of revocation or duly executed proxy or voting instruction form

(as applicable) bearing a later date.

Shareholders registered in the Company's

shareholders' register in Israel may also (i) vote their shares in person at the Meeting by presenting a certificate of ownership

signed by a member of the Tel Aviv Stock Exchange Ltd. which complies with the Israel Companies Regulations (Proof of Ownership of Shares for Voting at General

Meeting), 5760-2000 as proof of ownership of the shares on the Record Date, or (ii) send such certificate along with a duly executed proxy

and including a copy of their identity card, passport or certification of incorporation, as the case may be, to Mr. Oz Adler, Chief Financial

Officer, at oz@scisparc.com, not less than 48 hours prior to the Meeting. In addition, shareholders of record (other than the Bank of

New York Mellon) can surrender their shares with the Bank of New York Mellon in order to convert such shares to ADSs and vote as a holder

of ADSs with the Bank of New York Mellon, provided such shareholders of record complete such conversion and registration of said shares

to ADSs with the Bank of New York Mellon prior to the Record Date.

ADS holders should return their proxies by the date set forth on their

SPECIAL GENERAL MEETING OF SHAREHOLDERS

The enclosed proxy is being solicited by the board

of directors (the "Board") of SciSparc Ltd. (the "Company") for use at the Company's Special

General Meeting of shareholders of the Company (the "Meeting") to be held on Friday, July 16, 2021, at 8:00 a.m. (Eastern

Time) / 3:00 p.m. (Israel time), or at any adjournment thereof, at the Company's offices, 20 Raul Wallenberg Street, Tower A Tel

Aviv 6971916 Israel. Upon the receipt of a properly executed proxy in the form enclosed, the persons named as proxies therein will vote

the ordinary shares, no par value, of the Company (the "Ordinary Shares") covered thereby in accordance with the directions

of the shareholders executing the proxy. In the absence of such directions, and except as otherwise mentioned in this proxy statement,

the Ordinary Shares represented thereby will be voted in favor of the proposal described in this proxy statement.

The record date for determining which of the Company's

shareholders is entitled to notice of, and to vote at, the Meeting is established as of the close of trading on Monday, June 28, 2021

(the "Record Date").

INFORMATION CONCERNING VOTING

At least two shareholders who attend the Meeting

in person or by proxy who hold or represent together at least 15% of the voting rights of the Company's issued share capital shall

constitute a quorum for the Meeting. If within half an hour from the time the Meeting is convened a quorum is not present, the adjourned

meeting shall be held on Monday, July 19, 2021 at 8:00 a.m. (Eastern Time) / 3:00 p.m. (Israel time). If a quorum is not present at the

adjourned meeting within half an hour from the time appointed for such meeting, any number of shareholders present personally or by proxy

shall be deemed a quorum and shall be entitled to deliberate and to resolve in respect of the matter for which the Meeting was convened.

You are entitled to vote at the Meeting if you

were a shareholder at the close of trading on the Record Date. Subject to the terms described herein, you are also entitled to vote at

the Meeting if you held Ordinary Shares through a bank, broker or other nominee which was a shareholder of record of the Company at the

close of trading on the Record Date or which appeared in the participant listing of a securities depository on that date.

Expenses and Solicitation

The Board is soliciting proxies for use at the Meeting. The Company

expects to mail this Proxy Statement and the accompanying proxies to ADS holders on or about July 1, 2021. In addition to solicitation

of proxies to ADS holders by mail, certain officers, directors, employees and agents of the Company, none of whom shall receive additional

compensation therefor, may solicit proxies by telephone or other personal contact. The Company shall bear the cost of the solicitation

of the proxies, including postage, printing and handling and shall reimburse the reasonable expenses of brokerage firms and others for

forwarding material to beneficial owners of Ordinary Shares or holders of American Depositary Shares representing the Company's

Ordinary Shares (each an "ADS").

In accordance with the Israeli Companies

Law, 5799-1999 (the "Companies Law"), and regulations promulgated thereunder, any shareholder of the Company

holding at least one percent of the outstanding voting rights of the Company for the meeting may submit to the Company a proposed

additional agenda item for the meeting, to Mr. Oz Adler, Chief Financial Officer, e-mail address: oz@scisparc.com, no later than

Friday, July 2, 2021. To the extent that there are any additional agenda items that the Board determines to add as a result of any

such submission, the Company will publish an updated agenda and proxy card with respect to the Meeting, no later than Tuesday, July

6, 2021, which will be furnished to the Securities and Exchange Commission (the "Commission") on Form 6-K, and will be

made available to the public on the Commission's website at www.sec.gov.

Required Vote and Voting Procedures

Pursuant to the Companies Law, the Proposal described

hereinafter requires the affirmative vote of shareholders present at the Meeting, in person or by proxy, and holding Ordinary Shares of

the Company amounting in the aggregate to at least a majority of the votes actually cast by shareholders with respect to such proposals.

THE BOARD RECOMMENDS THAT YOU VOTE "FOR"

THE PROPOSAL SET FORTH IN THE PROXY STATEMENT.

APPROVAL OF A REVERSE SPLIT OF THE COMPANY'S

On June 26, 2021, our board of directors resolved

to effect a reverse split of the Company's authorized and outstanding Ordinary Shares at a ratio of 140:1, such that every 140 Ordinary

Shares shall be consolidated into one Ordinary Share and consequently each ADS will represent one Ordinary Share instead of 140 Ordinary

Shares. Such resolution is subject to the approval of our shareholders.

We are therefore seeking approval of the shareholders

to effect a reverse split of the Company's outstanding Ordinary Shares at a ratio of 140:1, such that every 140 Ordinary Shares

shall be consolidated into one Ordinary Share (the "Reverse Split") and to amend our Articles of Association to effect

If the Reverse Split is implemented, the number of

authorized as well as the issued and outstanding Ordinary Shares would be reduced in accordance with the Reverse Split ratio. In addition,

if the Reverse Split is implemented, the exercise price and the number of Ordinary Shares issuable pursuant to outstanding options and

warrants will be proportionately adjusted pursuant to the terms of the respective options and warrants in connection with the Reverse

Split. Furthermore, upon completion of the Reverse Split, the number of Ordinary Shares issuable pursuant to our incentive plans shall