BeWhere : MDA 2021 12 31

BEWHERE HOLDINGS INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2021

BeWhere Holdings Inc.

Management's Discussion and Analysis

For the year ended December 31, 2021

Set out below is a review of the activities, results of operations, and financial condition of BeWhere Holdings Inc. ("BEW", "BeWhere", or the "Company") for the year ended December 31, 2021.

The discussion below should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2021, and the accompanying notes, which were prepared in accordance with International

Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. All dollar figures included in the following Management Discussion and Analysis ("MD&A") are quoted in Canadian dollars unless otherwise indicated.

This MD&A has been prepared as at April 13, 2022.

The Company is a reporting issuer in the provinces of British Columbia, Ontario, and Alberta in Canada and is listed on the TSX Venture under the symbol BEW. Additional information related to the Company is available on SEDAR atwww.sedar.com.

1.

COVID-19

The COVID-19 experience has highlighted the value of BeWhere's monitoring solutions which provide two significant advantages. First the ability to fully monitor key equipment remotely, and second the collection of detailed data which allows the user to make maximum, efficient use of their assets, be it delivery trucks, construction equipment or grape vines. In fact, the COVID-19 experience has underlined the value BeWhere provides in the collection of key data and solutions that keep operations running efficiently and smoothly even under crisis conditions where physical presence must be restricted.

2.

CONTINUED GROWTH

The Company progressed well during the fourth quarter, recording record revenue and net operating income, demonstrating improvement in all key performance indicators. Highlights include:

• • Net operating income increased by 645% year over year - The Company recorded net operating income for the twelve months ended December 31, 2021, was $416,521 compared to Loss of $76,485 for the same period in 2020: an increase of $493,006.

• • Total annual Revenue increased by 21% year over year - Total Revenue for the twelve months ended December 31, 2021, was $8,541,075 compared to $7,037,286 for the same period in 2020: an increase of $1,503,789.

• • Total quarterly Revenue increased by 15% year over year - Total Revenue for three months ended December 31, 2021, was $2,109,965 compared to $1,839,441 for the same period in 2020: an increase of $270,524.

• • Annual Gross Profit increased by 38% year over year - Gross profit for the twelve months ended December 31, 2021, was $2,288,891 compared to $1,664,068 for the same period in 2020: an improvement of $624,823.

• • Quarterly Gross Profit increased by 25% year over year - Gross profit for the three months ended December 31, 2021, was $703,840 compared to $562,069 for the same period in 2020: an improvement of $141,771.

More details on each of these items are provided later in this document.

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BeWhere Holdings Inc.

Management's Discussion and Analysis

For the year ended December 31, 2021

3.

BACKGROUND AND OVERVIEW OF CORE BUSINESS - Generation of Smart Data

BeWhere is an Industrial Internet of Things ("IIoT") solutions company that designs, sells and manufactures hardware or beacons, with sensors and software applications to track real-time information on fixed and movable assets, including equipment like trucks and construction equipment. The detailed information provided to owners of these assets allows them to operate these assets at maximum efficiency.

Use for the beacons continues to expand across many sectors including agriculture for the monitoring of weather conditions, and municipal services including water and sewage systems to improve reliability of those services and reduce operating, maintenance and renewing costs. BeWhere's monitors have proven their worth in the following applications:

• • Transportation trailer location, temperature monitoring of food products and efficient utilization to reduce idling costs,

• • Construction site conditions, including water detection, temperature, air pressure, humidity, and equipment location,

• • Atmospheric conditions data in agriculture application to trigger other equipment such as watering,

• • Medical equipment utilization and distribution,

• • Municipal clean water supply for rapid detection of pipe bursts and to trigger maintenance and operational service.

The most important value that BeWhere solutions deliver is provision of precise data that ranges from location of assets to weather conditions, and at as many points-in-time wanted or needed by the client. The data generated give asset owners very detailed and easily accessible operational visibility that significantly improves the usability and management of assets, triggers just-in-time maintenance, and enhances their capability to deliver reliable and cost-effective services generating maximum value from their assets.

The Company develops mobile applications, middle-ware, and cloud-based solutions that stand-alone or that can readily integrate with existing software. Its solutions are very easy to implement.

BeWhere M-IoT devices are small rugged devices, powered either by two long-life AA batteries or solar energy rechargeable batteries. As they are self-powered, they are simple and quick to install, without any additional electrical wiring. They are configured to report their internal and external sensor data and GPS location to BeWhere's servers via the M-IoT networks. Users can view and manage the information as well as set their reporting frequency to match their requirements through easy-to-understand dashboards. The solution also supports setting alarms and warnings to alert users in real-time. They provide 'electronic eyes' on assets.

These Cellular beacons are a disruptive and new innovative product that have quickly seen traction within the transportation and construction verticals where they are used to monitor the location, activity and conditions of mobile and fixed assets. Transport and construction equipment have been tracked for decades with limited market penetration due to the high-cost factor but our price model overcomes that hurdle. Use for the beacons continues to expand to other industries including agriculture to monitor weather conditions, and smart-city applications to monitor water systems. The data collected allows businesses to lower its operating costs and provide significantly enhanced customer service.

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BeWhere Holdings Inc.

Management's Discussion and Analysis

For the year ended December 31, 2021

There are a number of features which uniquely position BeWhere for growth:

• 1. BeWhere is an early entrant launching new low-cost, low-powered, location-based data solutions.

• 2. BeWhere partners with a growing network of developers and resellers, including some of the largest North American fleet management/telematics companies, wireless carriers, and enterprise software solution providers. The advantage of working through partners, including telecommunication providers such as Bell, allows BeWhere to shorten the sales process and bring new product and application solutions to market more quickly. It also provides for an expanded customer base and allows for quick market penetration. BeWhere also works with in-house developers of client firms, and third-party software providers to develop tailored solutions that may be cost-effective.

• 3. The level of flexibility and accessibility provided to asset owners is significant, it gives them 'electronic eyes'

  on their assets. Our key innovation lies in the ability to allow manufacturers and clients to connect their own existing sensors to BeWhere's M-IoT devices, enabling them to use BeWhere solutions and dashboards which delivers data over the cellular network without having to design, or invest in, a separate cellular device. This will allow BeWhere to expand into an untapped market.

4.

BeWhere has an established client base in verticals such as transportation, construction, utilities and municipalities to which it can provide and expand its suite of services.

As the application of its monitors becomes better known, BeWhere is well positioned to serve an increasingly broader market.

BeWhere Holdings Inc. (TSX-V: BEW, OTCQB: BEWFF) (the "Company" or "BeWhere") was incorporated on

October 28, 2003, under the Ontario Business Corporations Act. The Corporation continued into British Columbia from Ontario on May 22, 2015, as evidenced by the Certificate of Continuation issued on that date and pursuant to the provisions of the Business Corporations Act (British Columbia). The primary office of the Company is located at 2475 Skymark Avenue Mississauga, Ontario L4W 4Y6.

4.

SIGNIFICANT HIGHLIGHTS

The following were key aspects for the year ended December 31, 2021

Innovation and Business Update

The Company continues to focus on its strategies of enabled growth by working on developing contracts and business opportunities with fleet management companies and service providers in North America. Our strategy of working with companies, who have existing relationships with the end users, is already paying off as it greatly diminishes the sales cycle. This strategy allows BeWhere to expand its marketing reach with a minimum sales force and therefore keep overheads low.

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BeWhere Holdings Inc.

Management's Discussion and Analysis

For the year ended December 31, 2021

The Company continues to invest in the development of next generation devices and solutions. The Company expects these new solutions to both improve product margin, enhance functionality and reduce price points ensuring continued leadership in the M-IOT asset tracking and connected sensor markets.

The Company continues to work on a number of other opportunities in its sales pipeline.

Total Comprehensive profit (loss)

Total comprehensive profit for three months ended December 31, 2021, was $177,204 as compared to Total comprehensive loss of $(1,873,378) for the same period in 2020 an improvement of $2,050,582. This was mainly due to the one-time impairment of capitalized development cost of $1,895,399 in fiscal 2020.

Total comprehensive profit for the twelve months ended December 31, 2021, was $416,521 as compared to ($1,971,884) for the same period in 2020 an improvement $2,388,405.

Revenue increase

Total Revenue for three months ended December 31, 2021, was $2,109,965 which is an increase of $270,524 from $1,839,441 of the same period in 2020 or 15%.

For the twelve months ended December 31, 2021, the revenues were $8,541,075 which increased by 21% or $1,503,789 from $7,037,286 for the same period in 2020. The Company considers this a very good result in view of the COVID-19 related challenges.

Recurring Revenue for the three months ended December 31, 2021, was $765,178 compared to $799,068 for the same period in 2020: a decrease of $33,890 or 4%.

For the twelve months ended December 31, 2021, the Recurring revenue were $2,877,876 which decreased by 7% or $217,304 from $3,095,180 for the same period in 2020.

The Company renegotiated a three-year contract with one of its large customers for Recurring revenue in March 2021. The initial contract entailed pass-through billing for third party application and data fees. Under the new arrangement all pass-through third-party application and data fees will not be invoiced by the Company, and the company will only invoice the monthly fees for the services supplied by BeWhere. This arrangement will have no impact on the gross profit or net income but had a negative impact on the Total revenue and Recurring revenue. This arrangement allows the Company to focus on its net profits. In spite of this arrangement, the Company saw a 15% increase in Total revenue but had a decrease of 7% in Recurring revenue. The main impact got offset by the general organic increase in Revenue due to the ramping up on sales efforts and activities directly related to delivery of technology solutions on previously announced customer wins.

Gross profit

Gross profit for the three months ended December 31, 2021, was $703,840 which increased by $141,771 or 25% from $562,069 of the same period in 2020.

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