Else Nutrition : MDA for Q2 ended June 30, 2021

Management's Discussion and Analysis of Financial Condition And Results of Operations of

ELSE NUTRITION HOLDINGS INC.

For the six months ended June 30, 2021

(Expressed in Canadian Dollars in Thousands)

August 27, 2021

MANAGEMENT'S DISCUSSION AND ANALYSIS

The following management discussion and analysis ("MD&A") is a review of the operations, current financial position and outlook of Else Nutrition Holdings Inc. (the "Company"). Unless otherwise noted, reference to the Company includes its subsidiaries. This MD&A should be read in conjunction with the Company's unaudited consolidated interim financial statements ("Financial Statements") for the six months ended June 30, 2021 ("Q2 2021") as well as the audited annual consolidated financial statements for the year ended December 31, 2020 ("Q4 2020"), together with related notes thereto.

The financial information in this MD&A is prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and interpretations of the IFRS Interpretations Committee. The Financial Statements have been prepared in accordance with International Standard 34, Financial Reporting. This MD&A has been prepared by reference to the MD&A disclosure requirements established under National Instrument 51-102 - Continuous Disclosure Obligations. Unless otherwise noted, all dollar amounts are expressed in thousands of Canadian dollars except with respect to share amounts.

Additional information about the Company can be obtained from the website of the Company at www.elsenutrition.com or through SEDAR at www.sedar.com.

DESCRIPTION OF BUSINESS

The Company was incorporated on July 18, 2011 under the Business Corporations Act (British Columbia) under the name ASB Capital Inc. and was classified as a Capital Pool Company, as such term is defined in Policy 2.4 - Capital Pool Companies ("Policy 2.4") of the TSX Venture Exchange (the "Exchange"). The Company's head office is located at 6 Hanechoshet St., Tel Aviv, Israel, 6971070 and its registered and records office is located at Suite 1200 - 750 West Pender Street, Vancouver, British Columbia, V6C 2T8. The Company also maintains an office in British Columbia at 1048 165th Street, Surrey, British Columbia, V4A 9A2. The Company's website is www.elsenutrition.com. Information contained on the Company's website is not incorporated into this MD&A.

On June 12, 2019, the Company completed a reverse take-over transaction with Else Nutrition GH, a private company which was incorporated on May 23, 2018 under the Companies Law, 1999 of Israel, by way of a share exchange. This transaction constituted the Company's Qualifying Transaction (the "Transaction" or "RTO") as such term is defined in Policy 2.4 of the Exchange. Upon the completion of the Transaction, the Company changed its name from "ASB Capital Inc." to "Else Nutrition Holdings Inc." and Else Nutrition GH became a wholly owned subsidiary of the Company.

On June 18, 2019, the Company's listing transferred from the NEX Exchange Inc. to the Exchange as a Tier 2 'Technology' company and began trading on the Exchange under the trading symbol 'BABY'. Effective December 10, 2019, the Company's common shares were listed for trading on the OTCQB International Market under the trading symbol 'BABYF'. The OTCQB International Market is a venture market operated by the OTC Markets Group and designed for early-stage and developing U.S. and international companies. The Company upgraded its OTCQB listing to the OTCQX® Best Market as of July 24, 2020. On June 12, 2020, the Company's common shares were also accepted for listing on the Frankfurt Stock Exchange (FSE) under the trading symbol '0YL'.

The Company is a developer of innovate good products and formula nutrition for infants, toddlers, kids and adults. It currently has seven product lines that are either commercialized or in development. Four of these product lines are the proprietary 100% plant-basednon-dairy and non-soy nutrition products (collectively, "Else Formula"): (i) plant-based baby formula products for the 'infant formula' market (between 0 to 1 year

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old); (ii) plant-based formula product's for the 'toddler nutrition' market (between 1 to 3 years old); (iii) the 'kids nutrition' market (3-12 years old); (iv) the 'adult nutrition' market; and (v) complementary food products for babies (6 months and older). These five products lines are intended to be 100% organic, vegan, natural, clean-label and gluten-free dairy and soy free alternatives to baby, toddler, kids and adult nutrition and foods.

The Company also operates and generates revenue from two product lines which were acquired ("Golden Heart Acquisition") by the Company from Golden Heart F.M.C.G. Ltd. ("Golden Heart") and are comprised of the following:

1. 'baby snacks' - vegan-friendly snack products for the baby and toddler food market; and
2. 'baby feeding accessories' - baby feeding bottles and teats (sterile and non-sterile).

See the heading "Overall Performance" below for additional information with respect to each product line.

On January 23, 2020, Else Nutrition USA, Inc. ("Else Nutrition USA"), a private company, was incorporated in the State of Delaware. Else Nutrition USA is a wholly-owned subsidiary of the Company.

The chart below sets out the intercorporate relationship between the Company, Else Nutrition GH, and Else Nutrition USA:

Else Nutrition Holdings Inc.

(formerly ASB Capital Inc.)

(British Columbia)

	100%			100%
Else Nutrition GH Ltd.		Else Nutrition USA, Inc.
(Israel)		(Delaware)

Commercial Highlights

International Patents Portfolio and Regulatory Assessments

As of the date of this MD&A, through its subsidiary, Else Nutrition GH, the Company obtained intellectual property protection for its product composition through 32 granted patents in 20 countries (including Australia, Eurasia [eight jurisdictions], Israel, Korea, Japan, Mexico, Ukraine, the United States, South Africa, India, Chile, New Zealand and Canada) with additional 49 patent applications pending in 46 countries (including, Australia, Brazil, Canada, China, Hong Kong, Europe [will be designated in all 37 European countries], Korea, Israel, Mexico, and the United States).

The Company holds international patent applications under the Patent Cooperation Treaty WO/2014/125485 non-dairy formulae. The patents and patent applications, valid through 2034, cover non- dairy almond-based formulas used for the preparation of infant or toddler formula and other types of supplemental or functional food for other age groups, involving a composition comprising almond and at least one non-dairy component comprising all essential amino acids for use in the nutrition of an infant and/or a toddler and for use in whole balance nutrition of a subject, whether an infant, toddler, child, adolescent, adult, elderly person at any health or physical condition. For additional information on the scope of the patents, refer to the heading "Intellectual Property and Proprietary Protection" in the Company's annual information form for the year ended December 31, 2019, dated as of September 14, 2020 ("AIF")

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and the preliminary short form prospectus dated February 11, 2021, both which are accessible on the Company's SEDAR profile.

The Company engaged EAS Consulting Group LLC ("EAS") to lead the Company's regulatory approval process in various key markets globally. With the partnership of EAS, the Company will increase its capability to follow an efficient and timely regulatory pathway and meet the strict requirements which will enable the launch of the Company's patented formulas across key markets worldwide.

The Company received a favorable regulatory assessment of its toddler formula ingredients from EAS, which conducted a preliminary review of the Company's formula from the perspective of the FDA, Europe and Australia requirements for this age group. The Company started the regulatory process to achieve the approval for its Else Formula for infants (0-12 months) in the United States and Europe. Since the ingredients of the Company's products are innovative and new to this industry, this process started with the evaluation of its ingredients safety and suitability for infant nutrition and preparation of the dossiers to be submitted. This process is a multi-step one, which involves dossiers submissions, safety studies in animal models and clinical studies in newborn infants.

On February 22, 2021, the Company announced that as part of its progress towards commercializing a clean label, dairy-free and soy-free,plant-based infant formula, it has developed a breakthrough, proprietary process to further ensure the safety and suitability of the Else Formula according to the European and USA standards. This progress will contribute greatly to Else's realization of an infant formula in worldwide markets and provide higher standards of safety, health and natural nutrition for babies, toddlers and kids.

On April 14, 2021, the Company announced that two globally acclaimed pediatrics nutrition and allergies experts joined Else's Advisory Board. Prof. Szajewska and Dr. Venter, who bring notable industry expertise, will lead the clinical activities and, therefore, further Else toward substantiating scientific support for its current products and to the Else Formula.

Trademarks

The Company holds a registered trademark in Israel and trademark applications in examination for "ELSE" and "ELSE NUTRITION" in the U.S. in classes covering infant formula, toddler formula, baby food, special formulations for medical uses, milk substitutes, plant-based drinks and regular food and meals.

The Company also filed international trademark applications using the Madrid Protocol for the "ELSE" wordmark. The "ELSE" trademark was accepted in 16 countries based on the international application, and it is under examination in 24 countries.

Marketing, branding and certifications

On May 22, 2020, the Company announced that it engaged Covet PR, a national public relations firm based in the United States devoted to food, beverage, beauty, and lifestyle brands. Covet PR supported the launch of the Company's products into the U.S. marketplace.

On July 7, 2020, the Company announced that its toddler nutrition product received certifications from: (i) The Clean Label ProjectTM for being a certified clean label product; (ii) NSF International for being a Certified Plant-based product; (iii) Beyond Soy for a certified soy-free product; and (iv) the USDA for Organic Certification, on July 20, 2020. On July 8, 2021, the Company announced that it obtained a certification from FODMAP.

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On June 2020, the Company brought on I-prospect, the Israeli division of Global Performance Marketing Network Dentsu, to handle paid digital media execution, spanning paid search and social media ads. The engagement ran from June through the end of August 2020.

On October 15, 2020, the Company announced that it engaged Power Digital as its digital marketing agency of record. Power Digital is known for its data-driven approach and cross-channel strategies to digital marketing and online advertising campaigns. Power Digital recently acquired Covet PR, the Company's public relations agency. See the heading "Strategic Marketing and Distribution Partnerships - Public Relations Partnership" below.

On March 2021, the Company engaged Brilliant PR, to handle all public relations efforts, spanning media outreach, press interviews, and news coverage. Based out of Los Angeles, Brilliant PR specializes in products for modern parents and kids. Brilliant in the preeminent agency agency serving family, juvenile and lifestyle brands, handling accounts such as HABA, Comotomo, Lassig, Nuby and many others. Power Digital Marketing continued to manage the Company's digital marketing services, including paid social media, while Valoom Media manages the Company's paid google activations.

On July 13, 2021, the Company announced that it entered into an agreement with Plant Based Network and Kids with Food Allergies, respectively, pursuant to which the Company will receive digital, television and newletter marketing services over the course of the third and fourth quarter. The Partnership with Kids with Food Allergies will comprise sponsored content and a dedicated e-blast to a network of over 70,000 families of little ones with food allergies.

Digital and social media marketing partnerships

The Company partnered with Babble Box, an influencer marketing firm based in the U.S., to engage with 15 handpicked key influencers for paid influencer marketing campaigns. The influencers span mommy bloggers, parenting experts, vegan and health-conscious lifestyle influencers, and baby food influencers. The partnership is a paid launch initiative, with content being published across social networks and blogs - running from August 20, 2020 to September 15th. Program concluded.

On August 27, 2020 and September 9, 2020, the Company announced that it engaged nearly 50 key influencers including motherhood expert, author and celebrity influencer, Hilaria Baldwin. Ms. Baldwin agreed to a 6-month partnership with the Company, involving branded partner content on Instagram, an ongoing public relations presence, and a video outlining her journey as a plant-based mother.

On November 2020 the Company partnered with Dr. Jennifer Trachtenberg, M.D, a nationally-renownedBoard-Certified Paediatrician in the U.S., author and parenting expert, as a brand partner - creating content and testimonial-related content for the brand to leverage on its website and across its social channels. "Dr. Jen" as she is known to her patients, is a board-certified pediatrician, nationally renowned parenting expert, author, and mother of 3. She also serves as assistant clinical professor of pediatrics at the Thelcahn School of Medicine at Mount Sinai, and is hailed as "Dr. Mom" by Dr. Mehmet Oz. Dr. Trachtenberg creates branded partner content for the Company for distribution on digital platforms, and provides professional consultation services spanning consumer and medical marketing. She is a regular contributor on child development and nutrition issues to Parents Magazine, the New York Times, and Today.com.

In Q2 2021, the Company continued its always on approach to influencer marketing, partnering with over 50 influencers and KOL's in the areas of plant-based parenting, healthy eating, toddlerhood and parenting. Among the partnerships, the company partnered with Live Instagram talks on plant-based parenting with Alicia Silverstone, and also featured content partnerships with ABC Bachelor Nation's Jade Roper Tolbert.

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