Atmofizer Technologies : Management Discussion and Analysis

ATMOFIZER TECHNOLOGIES INC.

(formerly Consolidated HCI Holdings Corporation)

Management's Discussion and Analysis

December 31, 2021

(Expressed in United States Dollars)

Table of Contents
INTRODUCTION .......................................................................................................................................	3
FORWARD LOOKING STATEMENTS ........................................................................................................	3
COMPANY OVERVIEW.............................................................................................................................	4
CORORATE DEVELOPMENTS...................................................................................................................	5
SELECTED FINANCIAL INFORMATION .....................................................................................................	9
RESULTS OF OPERATIONS .....................................................................................................................	11
SUMMARY OF QUARTERLY RESULTS....................................................................................................	14
LIQUIDITY AND CAPITAL RESOURCES ...................................................................................................	16
OUTSTANDING SHARE DATA ................................................................................................................	17
OFF-BALANCESHEET ARRANGEMENTS................................................................................................	19
PROPOSED TRANSACTIONS ..................................................................................................................	20
CRITICAL ACCOUNTING ESTIMATES......................................................................................................	21
ADOPTION OF NEW AND AMENDED IFRS PRONOUNCEMENTS .........................................................	21
FINANCIAL INSTRUMENTS ....................................................................................................................	21
DISCLOSURE CONTROLS AND PROCEDURES ........................................................................................	23
RISKS AND UNCERTAINTIES ..................................................................................................................	24

Atmofizer Technologies Inc.

(formerly Consolidated HCI Holdings Corporation)

Management's Discussion and Analysis

For the year ended December 31, 2021

(Expressed in United States Dollars unless otherwise specified)

INTRODUCTION

This Management Discussion and Analysis ("MD&A") of Atmofizer Technologies Inc. (formerly Consolidated HCI Holdings Corporation) ("ATMO", "Atmofizer", "we", "our" or the "Company" financial position and results of operations for the year ended December 31, 2021 is prepared as at April 29, 2022.

This MD&A should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2021 and the supporting notes. Those audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All dollar figures included therein and in the following MD&A are expressed in United States dollars ("$", "US$" or "US dollar"), unless otherwise specified. Canadian dollars and Euros are referred to as "CA$" and "€", respectively. Additional information relevant to the Company's activities can be found on SEDAR at www.sedar.com.

FORWARD LOOKING STATEMENTS

Certain information provided in this MD&A constitutes forward-looking statements or information (collectively, "forward-looking statements"). Forward-looking statements are typically identified by words such as "may", "will", "should", "could", "anticipate", "expect", "project", "estimate", "forecast", "plan", "intend", "target", "believe" and similar words suggesting future outcomes or statements regarding an outlook. Although these forward-looking statements are based on assumptions the Company considers to be reasonable based on the information available on the date such statements are made, such statements are not guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties, and other factors which may cause actual results, levels of activity, and achievements to differ materially from those expressed or implied by such statements. The forward-looking statements contained in this MD&A are based on certain assumptions and analysis by management of the Company ("Management") in light of its experience and perception of historical trends, current conditions and expected future development and other factors that it believes are appropriate. The material factors and assumptions used to develop the forward-looking statements herein include, but are not limited to, the following: (i) the impact of the COVID-19 pandemic (ii) the regulatory climate in which the Company operates; (iii) the continued sales success of the Company's products; (iv) the continued success of sales and marketing activities;

1. the absence of significant delays in the development and commercialization of the Company's products; (vi) there being no significant reduction in the availability of qualified and cost-effective human resources; (vii) new products continuing to be added to the Company's portfolio; (viii) the demand for hemp-based wellness products continuing to grow in the foreseeable future; (ix) the absence of significant barriers to the acceptance of the Company's products in the market; (x) the Company being able to maintain compliance with applicable contractual and regulatory obligations and requirements; (x) the Company having adequate liquidity available to carry out its operations; (xi) no competitive products being developed that would render the Company's current and future product offerings undesirable; (xii) the Company being able to minimize the impact of competition and keep pace with changing consumer preferences; and (xiii) the Company being able to successfully manage and integrate acquisitions, if any.

The Company's forward-looking statements are subject to risks and uncertainties pertaining to, among other things, the adverse impact of the COVID-19 pandemic to our operations, our supply chain, our distribution chain, and to the broader market for our products, revenue fluctuations, nature of government regulations (both domestic and foreign), economic conditions, loss of key customers, retention and availability of executive talent, competing products, the effectiveness of ecommerce marketing strategies, loss of proprietary information, product acceptance, internet and system infrastructure functionality, information technology security, cash available to fund operations, availability of capital and, international and political considerations, the successful integration of acquired

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Atmofizer Technologies Inc.

(formerly Consolidated HCI Holdings Corporation)

Management's Discussion and Analysis

For the year ended December 31, 2021

(Expressed in United States Dollars unless otherwise specified)

businesses, if any, as well as the risks and uncertainties discussed under the heading "Risks and Uncertainties" in this MD&A. The impact of any one risk, uncertainty, or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent, and the Company's future course of action depends on Management's assessment of all information available at the relevant time. Except to the extent required by law, the Company assumes no obligation to publicly update or revise any forward-looking statements made in this MD&A, whether as a result of new information, future events, or otherwise. All subsequent forward-looking statements, whether written or oral, attributable to the Company or persons acting on the Company's behalf, are expressly qualified in their entirety by these cautionary statements.

COMPANY OVERVIEW

Atmofizer Technologies Inc. (formerly Consolidated HCI Holdings Corporation) (the "Company" or "ATMO") is an Ontario-based publicly traded company which, effective September 21, 2017, commenced trading on the NEX under the trading symbol CXA.H. The NEX is a separate board of the TSX Venture Exchange ("TSXV") for issuers previously listed on the Toronto Stock Exchange or TSX-V but which no longer maintain compliance with the ongoing financial listing standards of those markets. On November 12, 2021 the Company voluntarily delisted from the TSXV.

On April 18, 2021, the Company entered into a non-binding letter of intent with Vaxxinator proposing the Business Combination. On July 14, 2021, the Company entered into the Business Combination Agreement with Vaxxinator, as further amended on August 24, 2021, providing for the definitive terms and conditions of the reverse takeover of the Company by the shareholders of Vaxxinator and the change of business of the Company to the business of Vaxxinator.

On July 14, 2021, the Company entered into a definitive business combination agreement (the "Combination Agreement") with Vaxxinator Enterprises Inc. ("Vaxxinator"), and 1314092 B.C Ltd., a wholly-owned subsidiary of the Company. Completion of the transactions in the Combination Agreement resulted in the reverse takeover of the Company by Vaxxinator (the "RTO"). Pursuant to the Combination Agreement, the Company and Vaxxinator completed an arm's length business combination by way of a three-cornered amalgamation pursuant to the provisions of the Business Corporations Act (British Columbia) (the "BCBCA"). The Company's shares have been consolidated on a 24.691:1 basis (the "Shares Consolidation").

On November 12, 2021, the Company completed the Business Combination, which was effected by way of a "three- cornered" amalgamation under the BCBCA (the "Amalgamation") involving the Company, Vaxxinator and a wholly- owned subsidiary of the Company, 1314092 B.C. Ltd. ("Subco"). Conditional to the completion of the Business Combination, the Company consolidated its then Class B shares on a 24.691:1 basis (the "Consolidation") and continued from the federal jurisdiction under the CBCA to British Columbia under the BCBCA (the "Continuance"). Upon adopting new Articles under the Continuance, the Company redesignated its Class B shares as Common Shares. In accordance with the terms of the Amalgamation, Vaxxinator Shareholders received one (1) Common Share for each Vaxxinator Share held and Vaxxinator Warrants were cancelled in exchange for Warrants bearing equivalent terms on the same 1:1 basis. The Company received one (1) common share in the amalgamated entity, Atmofizer Canada Inc. ("Amalco"), for each common share of Subco held. As consideration for the issuance of the Common Shares to the Vaxxinator Shareholders to effect the Amalgamation, Amalco issued to the Company one (1) additional Amalco common share for each Common Share so issued. An aggregate of 72,213,603 Common Shares and 2,534,126 Warrants were issued to former holders of Vaxxinator Shares and Vaxxinator Warrants resulting in former Vaxxinator Shareholders holding approximately 97.74% of the issued and outstanding Common Shares on a non- diluted basis. The 1,800,000 Vaxxinator Options were cancelled and exchanged for 1,800,000 Stock Options on equivalent terms.

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Atmofizer Technologies Inc.

(formerly Consolidated HCI Holdings Corporation)

Management's Discussion and Analysis

For the year ended December 31, 2021

(Expressed in United States Dollars unless otherwise specified)

The Board of Directors was reconstituted to be comprised of Michael Galloro, Olivier Centner, Peter Simeon, Dr. Joshua Helman and Nareda Mills. Olivier Centner was also appointed as Chief Executive Officer of the Company and Brian Meadows was appointed as Chief Financial Officer and Secretary of the Company. For additional information on the directors and officers of the Company, please see "Item 10 - Directors and Officers".

As a condition to the Business Combination, the Company was delisted from the TSXV, which required CHCI Shareholder approval from a majority of the minority of CHCI Shareholders.

On November 15, 2021, the Company closed the RTO with Vaxxinator. In connection with the RTO, the Company voluntarily delisted from the TSXV and commenced trading on the Canadian Securities Exchange (the "CSE").

The Company is a clean air and clean water solutions provider that is focused on commercializing its proprietary technology through stand alone, integrated and licensed applications across business, consumer, medical and industrial applications. Atmofizer's consumer and industrial solutions are based on its patent-protected and patent- pending technology that utilizes ultrasonic acoustic waves to agglomerate (cluster together) ultra-fine particles into a larger target, which is then radiated by ultraviolet light to neutralize their harmful properties. The Company believes this technology to be a revolutionary and more efficient method for addressing the wide range of dangerous nano-scale particles, viruses and bacteria that are too small to be effectively managed by conventional HEPA filters and ultraviolet lights. The Company is currently applying its proprietary technology in consumer and industrial air purification products manufactured under the Atmofizer brand, as well as in retail and commercial devices produced by other companies that integrate Atmofizer's technology into their own products under licenses.

The Company currently sells two commercial air purification products, Atmofizer One and Atmofizer Pro, in addition to continuing to develop key prototypes. Sales of Atmofizer One and the Atmofizer Pro air purifiers in the United States began during the second quarter of 2021. The Company is now expanding sales of these two products outside the United States beginning with the United Kingdom and in the European Union. The Company has recently entered into its first national distribution agreement in the United States. These factors are also subject to a number of inherent risks and challenges which had been discussed under the heading "Risk and Uncertainties".

CORORATE DEVELOPMENTS

• On February 5, 2021, Vaxxinator completed a private placement and issued 4,940,000 common shares at a price of $0.50 per share for gross proceeds of $2,470,000.
• On April 15, 2021, Vaxxinator granted 1,800,000 options with an exercise price of $0.50 to the Company's Chief
  Executive Officer (the "CEO").
• In May 2021 and June 2021, Vaxxinator completed a private placement of 2,478,267 units (the "Units") at a price of $3.00 per Unit for gross proceeds of $7,434,801. The private placement was completed in different tranches. Each Unit consists of one common share and one half common share purchase warrant. Each whole warrant entitles its holder to purchase one additional common share at an exercise price of $3.50 for a period of two- year from the date of issuance of the warrants, subject to acceleration in the event that the common shares of the Company trade on a recognized Canadian stock exchange and the volume-weighted average price is equal or greater to $7.00 for five consecutive trading days.
• On May 17, 2021, Vaxxinator entered into an intellectual property license agreement (the "IP License Agreement") for the exclusive use of a licensed technology. Pursuant to the terms of the IP License Agreement:

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