Confidentiality Notice

This Confidential Presentation (the “Presentation”) and the materials accompanying this Presentation contain

confidential, proprietary and non-public information, including without limitation, business plans, financial

information, data and projections (collectively, the “Information”) regarding Sustainable Produce Urban

Delivery Inc., a British Columbia corporation (“Spud.ca” or the “Company”). Each recipient here of agrees by

accepting this Presentation that the information is of a confidential nature and that such recipient will treat the

information in a strictly confidential manner and that such recipient will not, directly or indirectly, disclose or

permit its affiliates to disclose any information to any other person or entity, or reproduce the information, in

whole or in part, without the Company’s prior written consent. The recipient of this Presentation further agrees to

use the information solely for the purpose of analyzing the desirability of discussions regarding a potential

business transaction and for no other purpose whatsoever. The recipient of this Presentation agrees to return it

and the related documentation if the recipient determines not to proceed with a potential business transaction.

Forward-Looking Statements

Comments today may include forward-looking statements. Please keep in mind that any statements made

by the Company during this presentation that look forward in time or include anything other than historical

information, involve risks and uncertainties that may affect the Company’s actual results.

DISCLAIMER

2

Neither RedBox nor Netflix areeven

on the radar screen in terms of

competition. It’s more Wal-Mart

and Apple.”

Jim Keyes, Blockbuster CEO

If your customer base is aging with you,

then eventually you are going to become

obsolete or irrelevant. You need to be

constantly figuring out who are your new

customers and what are you doing to stay

forever young.”

Jeff Bezos, Amazon CEO

BE ON THE RIGHT SIDE OF CHANGE

“ “

4Source: Morgan Stanley Source: Canadian Grocer, OTA Sources: Multiple

GROCERY RETAIL IS

CHANGING

FOOD TRENDS ARE

CHANGING

CONSUMERS ARE

CHANGING

Online Grocery

in the United States could

grow by

$26B in 2016

Organics grew by 3x

in 6 years;

60% of Canadians buy

organic every week

Millennials are Mobile,

are choosing Real Food,

and expect

Free Delivery

WHERE WE ARE IN THE MIX?

• Largest online grocery company in Canada

• Currently in BC and AB and well-positioned to go national

• High-growth model utilizing the company’s existing infrastructure

• Loyal customer base generating retained revenues with minimal spend

• 4 existing Community DCs in BC

• Sticky customer base

• Proprietary technology with patents filed

• Lowest food waste on any grocery retailer

• Premium branding around local and organic food

• Secondary product lines reducing food costs and waste

• Juice Box, Soup Box, Be Fresh, Organic Acres

5

WHAT WE BELIEVE

• Data is king

• Personalization is critical

• Online grocery is a logistics business that is enabled by technology

• Building community creates value

6

7

CREATING SHARED VALUE

“IfI look back and see specific communities

where I made a difference using food, I will pass very peacefully.”

- Kimball Musk

ECONOMIC ENVIRONMENTAL

A 1% increase in BC consumer

spending creates 3100 jobs and

$94M in annual wages to BC workers

Local food production can save

nearly 50,000 metric tons of

CO2 in Canadian cities

VALUE CREATION FOR OUR COMMUNITIES

Source: LOCO B.C., World Watch

10

BEFRESH LOCAL MARKET:

CONFIDENTIAL

11

OUR FOCUS IS NOW ON OUR FOOD

CONFIDENTIAL

12

HOW WE COMPETE AGAINST THE LARGER PLAYERS

CONFIDENTIAL

ONLINE IS CHANGING RETAIL

“$50 billion of sales will migrate online over the next four years, a revenue base equivalent to apparel and accessories sales for Macy's, Nordstrom and Kohl's in all channels combined, online penetration of the apparel and accessories category will reach 25% in four years.”

Source: CNN Money

THE HOTTEST TREND IN RETAIL: STORE CLOSURES

• Macy’s to close 100 of its retail stores, representing 15%

• Sport’s Authority shutting down all 450 stores in 2016

• Target, JCPenney, Sears, Kmart and Kohl’s are all closing stores

• 44,000 retail employees laid off in the US in 2016

• As of April 6th

2017 2880 retail locations have been closed

The Macy’s move is the latest in a wave of store

closures amid the rise of and success of Amazon and

other online shopping options

Source: Bloomberg, Business Insider

15

HOW FAST THE CHANGE HAPPENS: A REAL-TIME EXAMPLE

AMAZON IS NOW THE BIGGEST SELLER OF APPAREL ONLINE

SALES OF $16.3BN LAST YEAR IN US

• Amazon’s sales represent more than the combined online sales

of Macy's, Nordstrom, Kohl's, Gap, and Victoria's Secret parent L

Brands in the same period, according to Bloomberg

• From zero to leader in 10 years, beginning with acquisition of

ShopBop

• Amazon apparel sales grew by $1.1Bn in the quarter while the

department stores Nordstrom, Sears, Macy's, Kohl's, JCPenney, and

Dillard's collectively lost $225 million in sales in the same period

• Apparel market has only grown 1% annually in the past 15 years,

according to Morgan Stanley

ONLINE GROCERY:

THE LAST FRONTIER

- Packaged Facts Online GroceryReport

“

U.S. online grocery market

forecasted to reach $100 Bn

by 2019."

Low saturation, high growth potential

2%

3.5%

6%

$120 Bn

Total Grocery Retail

$294 Bn

Total Grocery Retail

$875 Bn (1 )

Total Grocery Retail

$17.5 BN

Online Grocery

$2.5 BN

Online Grocery$24 BN

Online Grocery

Source: Globe and Mail, The Toronto Star, Morgan Stanley

Packaged Facts, AgricultureCanada

(1) U.S. data excludes pharmacy from the grocery market 17

ONLINE GROCERY IS STILL IN THE EARLY DAYS OF ADOPTION…

MARKET SHARE

ONLINE GROCERY % OF TOTAL MARKET

Canada United States U.K.

GROWTH RATES

FASTEST GROWING CATEGORY IN E-COMMERCE

Groceries (Fresh Food)

Groceries (Packaged Food)

2015 Online Sales Growth by Category and by Size of Merchant

Second 500 Web Sales Growth Next 12MonthsTop 500 Web Sales Growth Past 12Months

Globally, Fresh Online Grocery Adoption Expected

to Rise from 21% to 34% in 2016

Source: Top 500 Guide, MorganStanley

18

…BUT IS THE FASTEST GROWING ONLINE CATEGORY

THE MARKET OPPORTUNITY IS HUGE

Online grocery

expected to

surpass 15%

Every 1%

in market share

equals over $1BN in

market size

Online grocery market share

3.0%

3.5%

8-11%

12-16%

2013 2014 2019F 2023F

Source: A.T.Kearney

19

EVERY 1% INCREASE IN MARKET SHARE IS WORTH $1Bn IN CANADA

THE COMPANY

THAT SOLVES

THE PROBLEM

OF FREE

DELIVERY

WINS

United States

Canada

“With this complementary platform and new customers, we see potential synergies in product cost, shipping, fulfillment and integration of technology platforms. Jet can help Walmart and Walmart can help Jet.”- WalMart spokesperson regarding WalMart’s acquisition of Jet.com

20

… AND WALMART IS TRANSFORMING ITSELF WITH ONLINE

Online Ordering and

Pick Up

Stores

16

5 29

65

0

15

0

14

0

59

0

43

0

43

0

Atl. Canada

• Currently 405 stores in Canada with

$23Bn in sales

• Launched online ordering and pick up in

Toronto (2016) and Ottawa (2015)

“ … We have a history of serving big baskets with Walmart, and we

want to do that with Walmart and Jet and leverage basket

economics in our favor and empower the customers to be able to

engage in this process in a way that helps them save money. So we

want to serve busy families. We want to win baskets on

food and consumables. We'll sell general merchandise in

eaches, but we've got to win food and consumables. We've got to

win on baskets, and the economics are not only in our favor, but in

the customers' favor if they shop a basket at a time. So there's a

connection here between stores and e-commerce and the way

we'll make money in ecommerce in the future.

Doug McMillon, President and CEO, Wal-Mart

Annual Meeting for Investment Community October 6th

, 2016

Acquired by Walmart for $3.3B on August 8th

21

BECAUSE AMAZON IS COMING…

• Offers grocery items, as well as a subset

of items from the main Amazon.com

storefront

• Available for home delivery on the same

day or the next day, depending on the

time of the order

• Currently available in Seattle (2008), Los

Angeles (2013), San Francisco (2013),

San Diego (2014), New York (2014),

Philadelphia (2014), Baltimore (2015),

Sacramento (2015), London (2016) and

Boston (2016)

• Free delivery orders >$40

• Membership cost US$14.99/month for

Amazon Prime members

“Growing its

AmazonFresh

and Prime

Now offerings

suggests

Amazon is

gearing up for

the long haul

in grocery….

And just like

bookstores,

your local

grocer

could be

toast.

Bloomberg,

April 2016

ONLINE GROCERY

MARKET OPPORTUNITY

THE ULTIMATE E-COMMERCE CHALLENGE

Online grocery is a logistics business

that is enabled by technology

• Traditional grocery model cannot compete against the pure play

models with store-based strategies

• Every successful e-commerce retailer outsources logistics to achieve

delivery efficiencies so they can focus on the customer experience

• Winning is owning the biggest share of the online component of the grocery

business with positive unit economics

• Customers will not pay the delivery fees required to offset the

operational inefficiencies

23

KEY TAKEAWAYS

CONFIDENTIAL

24

80% OF CONSUMERS

SAY THEY ARE MORE LIKELY TO PURCHASE WITH FREE SHIPPING

FREE SHIPPING IS KEY TO ATTRACTING NEW CUSTOMERS

CONFIDENTIAL

25

AMAZON PLAYS THE FREE DELIVERY GAME

SPUD.CA

26

THE LAST MILE SOLVED

Online grocery with free delivery and positive unit

economics

FRESH AND LOCAL ORGANIC PRODUCTS

We offer local, organic ingredients from partners who care

about your food, community and environment

IS DISRUPTING

THE WAY

PEOPLE

SHOP FOR

GROCERIES

ONLINE

CONFIDENTIAL

ONLINE GROCERY:

THE LAST FRONTIER IN ECOMMERCE

“You are what what you eat.”

Michael Pollan

“We are all now connected by the

Internet, like neurons in a giant brain.”

Stephen Hawking