CO2 GRO Inc. — Capital/Financing Update 2020

Aug 25, 2020

PRE-EMPTIVE RIGHTS AGREEMENT

THIS AGREEMENT made as of this 31[st] day of July, 2020.

A M O N G :

OSPRAIE AG SCIENCE LLC

a limited liability company formed under the laws of the State of Delaware, USA.

(hereinafter called “ OAS ”)

OF THE FIRST PART

-and-

CO2 GROW INC.

a corporation incorporated under the laws of the Province of Ontario

(hereinafter called “ CO2 ”)

OF THE SECOND PART

WHEREAS OAS has subscribed for 10,000,000 units of CO2 which are comprised of 10,000,000 common shares of CO2 and 10,000,000 warrants to purchase common shares of CO2;

AND WHEREAS CO2 wishes to provide OAS with a pre-emptive right regarding future offerings of its securities for a period of eighteen (18) months after the effective date of this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants contained herein and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto agree as follows:

1. CO2 grants to OAS a right to purchase any common shares or any other securities, including rights, options, warrants or debt securities, convertible into or exercisable for common shares, and any securities that carry a residual right to participate in the earnings of CO2 upon liquidation or winding up of CO2, in its assets, or voting rights (“ New Shares ”) that CO2 may from time to time propose to issue or sell to any person in an amount such that following the subscription by OAS, it is able to maintain its pro rata share of CO2 based on the proportion that the total number of common shares owned by OAS immediately prior to the proposed issuance or sale calculated on a fully diluted basis (including, for the avoidance of doubt, the common shares issuable upon exercise of the warrants held by OAS) bears to the total number of common shares of CO2 outstanding immediately prior to the proposed issuance or sale calculated on a fully-diluted basis (the “ Pro Rata Portion ”).

2. CO2 shall give written notice (an “ Issuance Notice ”) of any proposed issuance or sale of New Shares to OAS within five business days following any meeting of the board of directors of CO2 at which any such issuance or sale is approved.

3. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) the number and description of New Shares proposed to be issued; (ii) the proposed issuance date, which shall be at least 20 business days from the date of the Issuance Notice; (iii) the proposed purchase price per share of New Shares; and (iv) all other material terms of the offer or sale.

4. OAS shall, for a period of 10 Business Days following the receipt of an Issuance Notice (the “ Pre-Emptive Exercise Period ”), have the right to elect irrevocably to purchase for cash all or any portion of the Pro Rata Portion of any New Shares on the terms and conditions, including the purchase price, set forth in the Issuance Notice by delivering a written notice to CO2 (a “ Pre-Emptive Acceptance Notice ”) specifying the number of New Shares that OAS desires to purchase up to the Pro Rata Portion.

5. The delivery of a Pre-Emptive Acceptance Notice by OAS shall be a binding offer by OAS to purchase the New Shares described therein. The failure of OAS to deliver a Pre-Emptive Acceptance Notice by the end of the Pre-Emptive Exercise Period shall constitute a waiver of OAS’s rights with respect to the purchase of such New Shares but shall not affect its rights with respect to any other future issuances or sales of New Shares.

6. Following the expiration of the Pre-Emptive Exercise Period, CO2 shall be free to complete the proposed issuance or sale of New Shares described in the Issuance Notice with respect to which OAS waives or fails to exercise the pre-emptive right set forth in this Agreement on terms no less favourable to CO2 than those set forth in the Issuance Notice; provided that: (i) such issuance or sale shall be closed within 20 business days after the expiration of the Pre-Emptive Exercise Period; and (ii) for the avoidance of doubt, the price at which the New Shares are sold to any prospective third party purchaser seeking to purchase the applicable New Shares (a “ Prospective Purchaser ”) shall be at least equal to or higher than the purchase price described in the Issuance Notice.

7. If CO2 has not sold such New Shares within such time period, it shall not thereafter issue or sell any New Shares without first again offering such shares to OAS in accordance with the procedures set forth in this Agreement.

8. The closing of any purchase by any Prospective Purchaser shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. Upon the issuance or sale of any New Shares in accordance with

this Agreement, CO2 shall deliver certificates representing the New Shares, free and clear of any mortgage, lien, charge, hypothec or encumbrance, whether fixed or floating, on, or any security interest in, any property, whether real, personal or mixed, tangible or intangible, any pledge or hypothecation thereof, any deposit arrangement, priority, conditional sale agreement, other title retention agreement, capital lease or other security arrangement of any kind and, in respect of any securities, includes an adverse claim (other than those arising hereunder and those attributable to the actions of the purchasers thereof), and CO2 shall so represent and warrant to the purchasers thereof, and further represents and warrants to such purchasers that such New Shares shall be, upon issuance thereof to such purchasers and after payment therefor, duly authorized, validly issued, fully paid and non-assessable.

OAS shall deliver to CO2 the purchase price for the New Shares purchased by it by certified cheque, bank draft or wire transfer of immediately available funds or in such other medium and manner as agreed between CO2 and OAS. Each party to the purchase and sale of New Shares shall take all such other actions as may be reasonably necessary to consummate the purchase and sale, including entering into such additional agreements as may be necessary or appropriate, acting reasonably.

1. Notwithstanding the foregoing, the pre-emptive right provided to OAS pursuant to this Agreement shall not apply in the event of an issuance of common shares in connection with: (i) the issuance of incentive securities to purchase or otherwise acquire common shares pursuant to an equity incentive plan and the issuance of common shares on the exercise, conversion or settlement thereof; (ii) the issuance of any common shares upon the exercise or conversion of any securities currently outstanding; (iii) the issuance of common shares in a share dividend, capital reorganization or similar transaction where all holders of common shares are treated in an equivalent manner; (iv) the issuance of common shares in lieu of services to any director, officer, employee or consultant, provided that such issuance shall not exceed 2% of the issued and outstanding common shares in any 12-month period.

2. Notwithstanding any provision in this Agreement, the pre-emptive right provided herein shall expire and be of no force or effect upon OAS holding less than 5,000,000 common shares.

3. Any notice, document or other communication (together, the “ Notice ”) required by this Agreement to be given by a party hereto shall be in writing and is sufficiently given if delivered personally or if sent by prepaid ordinary mail or if transmitted by any form of telecommunication (which is tested prior to transmission, confirms to the send the receipt of the entire transaction by the recipient and reproduces a complete written version of the transmission at the point of reception) to such party addressed as set out below:

A) For OAS:

Ospraie Ag Science LLC [Redacted for confidentiality purposes]

B) For CO2:

CO2 Gro Inc. C/O Miller Thomson 40 King St. W, Suite 5800 Toronto, ON, M5H 3S1 Attention: Stephen Gledhill E-mail: stephen.gledhill@co2gro.ca

Notice so mailed shall be deemed to have been given on the third business day after deposit in a post office or public letterbox. Neither party shall mail any notice, request or other communication hereunder during any period in which Canadian postal workers are on strike or if such strike is imminent and may reasonably be anticipated to affect the normal delivery of mail. Notice transmitted by a form of recorded telecommunication during normal business hours on a business day (9:00 a.m. to 5:00 p.m. local time at the place of receipt) shall be deemed to have been given on the day of transmission or, in the case of notice transmitted outside of normal business hours shall be deemed to have been given on the first business day after the day of transmission; provided that immediately following such transmission such notice is given by personal delivery. Notice delivered personally shall be deemed to have been given on the day it was delivered. Any party may from time to time notify the others in the manner provided herein of any change of address which thereafter, until changed by like notice, shall be the address of such party for all purposes hereof.

Execution page follows

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.

Ospraie AG SCIENCE LLC

Per: (signed) “Dwight Anderson” Name: Dwight Anderson Title: Managing Member

CO2 GRO INC.

Per: (signed) “Stephen Gledhill” Name: Stephen Gledhill Title: Chief Financial Officer