GABY : MD&A, December 31, 2021

GABY Inc.

Management's Discussion & Analysis

December 31, 2021 and 2020

FOREWORD

The following is Management's Discussion and Analysis ("MD&A") of the financial condition and results of operations of GABY Inc. (the "Corporation" or "GABY") for the years ended December 31, 2021 and 2020. This MD&A should be read in conjunction with the audited consolidated financial statements of the Corporation and accompanying notes as at and for the years ended December 31, 2021 and 2020 (the "Financial Statements"). The Financial Statements and the "SELECTED FINANCIAL INFORMATION" and "SELECTED QUARTERLY INFORMATION" sections of this MD&A have been prepared using International Financial Reporting Standards ("IFRS") and all amounts are reported in Canadian dollars ("CAD") unless otherwise noted in United States dollars ("USD"). Additional information about the Corporation can be found on SEDAR atwww.sedar.comand on GABYs corporate website at www.gabyinc.com. Readers should also read the section "CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS" contained at the end of this document. This MD&A is dated April 29, 2022.

NON-GAAP MEASURES: GABY refers to adjusted EBITDA from continuing operations. This measure is not defined under IFRS and is considered a non-GAAP measure. This measure does not have a standardized meaning and may not be comparable to similar measures presented by other issuers and should not be viewed as a substitute for measures reported under IFRS. This financial measure is reconciled to IFRS in the section titled "NON-GAAP DISCLOSURE" towards the end of this document.

GABY Inc.

Management's Discussion & Analysis

December 31, 2021 and 2020

CORPORATE PROFILE

As of the date of the MD&A, GABY is a holding company with USA subsidiaries, with the most significant being Miramar Professional Services ("Miramar" or "MPS") (acquired in April 2021) and its subsidiary Wild West Industries ("Wild West" or "WWI") (collectively, "Mankind") which operate in the cannabis industry and are both located in San Diego, CA. In addition, Miramar holds a retail storefront license and WWI holds distribution and manufacturing licenses, all issued by the Department of Cannabis Control ("DCC"). With the foundation of the Mankind dispensary and the expertise of the management team, GABY plans to acquire additional dispensaries and continue to roll out its proprietary brands in Mankind and in other dispensaries it may acquire, as well as to third party dispensaries within California. GABY also owns CBD brands and sells those brands in the mainstream market and on-line. GABY trades on the Canadian Securities Exchange ("CSE") under the symbol GABY and on the OTCQB under the symbol GABLF. As of the date of the MD&A, GABY's operations include:

GABY Inc.

Management's Discussion & Analysis

December 31, 2021 and 2020

2021 Accomplishments and Recent Developments in 2022

Consistent with the Corporation's announcement in the fourth quarter of 2020 of its intent to acquire 100% of Miramar and to complete a capital raise coincident therewith, GABY closed a brokered private placement, together with a non-brokered private placement of units of the Corporation (the "Q1 Financing") for aggregate gross proceeds (including non-cash consideration) of $12.7 million on February 4th, 2021 and closed the Miramar acquisition (the "Miramar Transaction") effective April 1, 2021 pursuant to regulatory approval of the Miramar Transaction.

Miramar acquisition effective April 1, 2021

Miramar operates a retail cannabis business in San Diego, California operating under the name Mankind and owns Wild West Industries, Inc., a California licensed cannabis distributor and manufacturer. Miramar launched its first in-house cannabis brand, Kind Republic, in January 2021.

Mankind operates under Miramar's Type 10 cannabis retail license issued by the DCC and is one of the highest-volume cannabis retailers in California. Mankind offers cannabis goods to medical and recreational consumers through its storefront, curbside pickup, and delivery channels. It is predominately a reseller of goods produced by other companies but also sells its proprietary brands under the brands Kind Republic™ and Dank Space™- an opportunity that management has prioritized for growth. The Corporation initially launched Kind Republic as a mid-tier flower brand and has since added pre-rolls and concentrates and will soon launch a vape line under the same brand. The Dank Space brand was launched in Q1-22 as a high-end premium brand. Both brands are given priority shelf space and customers are initially (as appropriate) directed to these brands. The Corporation realizes an average margin of over 70% on its proprietary brands.

WWI operates its manufacturing business under a Type 6 non-volatile manufacturing license and provides manufacturing services to its parent company, Miramar, as well as to third party licensed cannabis companies for their own use or for resale. It also operates a Type 11 distribution license for the exclusive benefit of its parent company. WWI is operated as a stand-alone business from Miramar's retail operation and charges a market fee for its services.

Total consideration paid to the shareholders of Miramar in April 2021 included 157,894,737 common shares of GABY, USD 5.0 million cash (CAD 6.3 million), and a secured non-convertible promissory note for USD 25.5 million (the "Notes"). The purchase agreement also calls for working capital adjustments which have been calculated at $959,547 with the resulting adjustment accommodated through a corresponding adjustment of the interest payments on the Notes.

Integration

Since closing the Miramar Transaction, GABY has integrated and streamlined Mankind operations. Specifically, management has:

• 1. Onboarded several key positions including - Simon Lileikis as President (Starbucks), Paul Stacey as CFO (Metagreen, Ricoh), and Rick Foltz as Director of Retail Ops (Art of Shaving, Nike).

• 2. Implemented USD 3 million in annual savings commencing in Q1-22 through payroll savings and operating cost efficiencies.

• 3. Realized logistics improvements at its distribution operation, WWI, improving inventory turns, and reducing most inventory on hand down from 45 days to an average of 20 days 3

GABY Inc.

Management's Discussion & Analysis

December 31, 2021 and 2020

• 4. Launched its proprietary brands onto Mankind shelves accounting for roughly 20% of cannabis flower sales at Mankind. GABY's new brand, Kind Republic™ sold over USD 1.7 million in Mankind dispensary in the 12 months following its January 2021 launch and boasts a variable gross margin of almost 75%.

• 5. Restructured its delivery business with expected revenue increase over the next 12 months, commencing Q4-21, of $1MM, by extending delivery hours, expanding the fleet and reach of the business to meet existing demand.

• 6. Established foundation for consolidation by creating an operations manual by which acquired dispensaries will operate.

• 7. Designed and implemented dispensary sales training programs to elevate the customer experience, and develop more focused selling strategies.

• 8. Strategically remerchandised for greater influence over consumer buying decisions giving priority to higher margin and proprietary products and facilitating expansion of basket size. Every USD 1 increase in average basket size adds USD 300,000 in additional annual revenue.

• 9. Commenced using marketing analytics to target consumers with more effective messages and promotional programs of particular interest to them resulting in a 3% increase in e-commerce conversions of visitors to customers and increased "click-through" rate by 93%.

• 10. Implemented departmental budgets which integrate the synergies of the acquisition of Mankind and requires all new spends to establish an expected return on investment before being approved.

• 11. Substantially completed the mapping of the decision-making processes and deliverables in each department to identify redundancies, inefficiencies, risk, and improvements in communication and collaboration with other departments. The identification of redundancies and inefficiencies is an ongoing process and Management will continue to streamline operations as opportunities avail themselves.

• 12. Closed Santa Rosa based Sonoma Pacific Distribution Inc. effective August 31, 2021 ("Sonoma Pac" or "SPD"), and in Q1-22 settled SPD's indebtedness to California Department of Tax and Fee Administration ("CDTFA") and dissolved SPD eliminating the remaining outstanding payables of $3.8 million.

Consolidation

GABY's overarching strategy is to consolidate dispensaries in California, to generate horizontal synergies of having multiple dispensaries replicating efficient operational procedures.

The California cannabis culture is unique and is a well-established phenomenon which must be balanced with rigorous operational and financial controls to ensure success in the industry. GABY has effectively integrated Mankind and realized significant synergies- all while being sensitive to the need to preserve those California cannabis traditions, its community impact and its positive company culture.

To that end, GABY has built a pipeline of potential acquisition targets which are at varying stages of discussion and negotiation and will apply the same rigors of analysis described above to future acquisitions with the aim of fully integrating such operations into the GABY operational platform, again while preserving the valuable culture of California cannabis.

GABY Inc.

Management's Discussion & Analysis

December 31, 2021 and 2020

To date the cultural and community-based initiatives executed at Mankind include:

• ● Empowering employees as owners by offering Restricted Stock Units in all employee compensation packages enabling all full-time employees of the Corporation to become owners.

• ● The launching of Mankind's "Plant. People. Planet." initiative, which inspires mutual action between employees and customers through fundraising and community involvement efforts. Current charity partners include The Last Prisoner Project, Cannabis for Conservation, Freedom Grams, and The Brahman Project.

• ● The launching of Mankind's "Tree Planting Initiative" - which plants a tree together with the Eden Project, for every purchase made at Mankind.

• ● The development of internal education and idea sharing initiatives, bringing executives, managers, and entry level staff together to ensure channels for communication exist at all levels.

Success in cannabis hinges on understanding the uniqueness of the dispensary ecosystem, and how to best balance operational efficiency with cultural, employee, and consumer needs.

Recent Developments

Effective March 31, 2022 the state of California has ended the process for applying for a provisional cannabis license. Provisional licenses remain the norm in California. Provisional licenses gave businesses a way to continue full operations as they applied for and came into compliance with the rules for full annual permits.

Only 3,378 of the state's active 12,221 marijuana business licenses are full annual permits as of mid-January, according to the state Department of Cannabis Control (DCC). This change may increase the barriers for entry to newcomers and increase the value of Mankind's licenses.