LEAF Mobile : Q3 2021 MD&A

LEAF Mobile Inc.

Management's Discussion and Analysis ("MD&A")

For the three and nine months ended September 30, 2021

MANAGEMENT'S DISCUSSION AND ANALYSIS

This MD&A should be read in conjunction with the audited consolidated financial statements of LEAF Mobile Inc. ("Leaf" or the "Company") for the year ended December 31, 2020 and the related notes, and our unaudited interim consolidated financial statements for the three and nine months ended September 30, 2021, which have been prepared in accordance with International Financial Reporting Standards ("IFRS"). LEAF's functional and reporting currency is the Canadian dollar and all amounts in this MD&A are expressed in Canadian dollars. This MD&A is dated November 15, 2021.

Prior to April 17, 2020, the Company (then named "Caprice Business Development Canada Inc.") was a "capital pool company" (as such term is defined under TSX Venture Exchange policies), and as such did not have any active business operations. As part of its qualifying transaction, completed on April 17, 2020, the Company acquired LDRLY (Technologies) Inc. ("LDRLY"), which was the Company's active business unit (the "Qualifying Transaction").

On February 5, 2021, the Company acquired Eastside Games Inc. (ESG) in a reverse takeover transaction. Note 4 of the unaudited interim consolidated financial statements for the three and nine months ended September 30, 2021 provides additional information on this acquisition. The audited financial statements of ESG for the year ended December 31, 2020 have been filed on SEDAR. As ESG was the accounting acquirer of LEAF, for the nine months ended September 30, 2021, the financial information of ESG is presented as the continuing company, with Leaf's results included for the period from February 5 to September 30, 2021.

CAUTION ON FORWARD-LOOKING STATEMENTS

This MD&A contains certain statements that may constitute "forward looking statements". Forward looking statements include, but are not limited to, the acquisitions of ESG and Truly Social Games, statements regarding future anticipated business developments and the timing thereof, and business and financing plans. No assurance can be given that such expectations will prove to be correct. Forward looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or which by their nature refer to future events. Forward looking statements are not guarantees of future performance, and actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, LEAF's ability to generate future revenues; competition; regulation; potential intellectual property issues; reliance on third party distributors; dependence on key executives; dependence on advertising revenue; potential requirement for further funding; IT security risks; potential conflicts of interest with proposed directors and officers; potential share price volatility; need to attract and retain qualified personnel; and ability to implement business strategies.

Although LEAF has attempted to identify important factors that could affect it, unknown events may cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this MD&A address only as of the date hereof. LEAF does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof to reflect the occurrence of unforeseen events other than as required by applicable law.

COVID-19 UPDATE

COVID-19 has had, and continues to have, a significant impact around the world, prompting governments and businesses to take unprecedented measures in response. Such measures have included restrictions on travel and business operations, temporary closures of businesses, and quarantine and shelter-in-place orders.

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LEAF Mobile Inc.

Management's Discussion and Analysis ("MD&A")

For the three and nine months ended September 30, 2021

The Company continues to monitor the situation and take appropriate actions in accordance with the recommendations and requirements of relevant authorities. The extent to which the COVID-19 pandemic may impact the Company's operational and financial performance remains uncertain and will depend on many factors outside the Company's control, including the timing, extent, trajectory and duration of the pandemic, the emergence of new variants, the development, availability, distribution and effectiveness of vaccines and treatments, the imposition of protective public safety measures, and the impact of the pandemic on the global economy and demand for the Company's products.

Our workforce transitioned to remote working in March 2020, without any material disruption to our day-to-day operations to date. Currently, our offices remain closed and the safety of our employees is our primary goal.

COMPANY BACKGROUND & DESCRIPTION OF BUSINESS

LEAF is a free-to-play mobile game group, creating engaging games that produce enduring player loyalty. Our entrepreneurial culture is anchored in creativity, execution, and a focused growth strategy of games development and publishing of original and licensed IP games, licensing of our Game Kits, IdleKit and NFTKit technology platforms and a disciplined studio acquisition consolidation strategy. Headquartered in Vancouver the Company has over 170 employees and currently operates multiple virtual studios under the East Side Games and LDRLY Games banners. The Company develops, operates and publishes mobile games through its studio network and partners played on two main platforms: Apple's iOS and Google's Android.

We generate revenue through in-app purchases ("IAP") from the sale of in-game virtual items that enhance the game- playing experience, and through in-game advertising. Revenue growth will continue to depend on our ability to attract and retain players and effectively monetize our players. We intend to do this through the launch of new games, enhancements to current games and expansion into new markets and distribution platforms.

Year to date the company has not introduced any new titles and as of the third quarter, the Company published ten live mobile games, six of them from the ESG studio and the remainder with LDRLY. Our financial reporting structure will not report on individual titles to respect our partner non-disclosure agreements. We report on two categories of games, active and evergreen, as defined:

• "Active": Game Titles that have been launched world-wide with active investment in user acquisition ("UA") marketing and active "live operations" ("Live Ops"). During the third quarter, we had six Active titles across the Company, and $18.5 million of our revenue is generated from Active titles that include;
• • Trailer Park Boys: Greasy Money
  • Bud Farm Idle Tycoon
  • It's Always Sunny in Philadelphia
  • Archer: Danger Phone
  • Cheech & Chong Bud Farm
  • Goldbergs: Back to the 80's
  • RuPaul's Drag Race Superstar and B-Real's Monster Buds were launched subsequent to quarter end on Oct 25th and Nov 1. 2021 respectively and NBC's The Office mobile game, "The Office:Somehow We Manage was announced to launch world wide in Dec of 2021.
• "Evergreen": Game Titles that are >12months since world-wide launch, with limited to no investment in user acquisition marketing and passive Live Ops. Currently we have four Evergreen Titles across the Company and they generated approximately $0.5 million, consistent with Q2 2021.

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LEAF Mobile Inc.

Management's Discussion and Analysis ("MD&A")

For the three and nine months ended September 30, 2021

We are focused on three primary ways to grow our business:

1. Organic growth
2. • Games Development & Publishing - via IP driven and in-house Franchises
   • Unlock white space, loyal fandoms and underserved markets
   • Active "Live Ops" services player retention and long-term commitment to the player community
   • We did not launch any new games in the first nine months of 2021. In October we launched RuPaul's Drag Race Superstar that has achieved #1 ranking in 8 countries on IOS, in November we launched B-Real Monster Buds and this will be followed by the critically-acclaimed Emmy® award winning comedy, The Office mobile game, "The Office:Somehow We Manage.
3. Distributed Growth through the Game Kit Software Platform
4. • Game Kit is LEAF's core software technology. This internally developed proprietary game "kit" - Idle framework for building narrative driven idle games allows for a material decrease in the typical build to launch timeline for mobile games and has proven monetization. This platform is utilized internally in the Company and is available for license on an invite only basis to third party developers on a revenue-share and SaaS-based models.
   • We have added seven new Game Kit -Idle partners during 2021, bringing our total Game Kit -Idle partners to ten and they will be launching up to four new games in Q4 2021
5. Acquired Growth
6. • We are a disciplined buyer looking for accretive acquisitions that support diversification of studio talent, tech and games.
   • The Game Kit ecosystem provides a high quality pipeline for future acquisitions through an "incubator" line of sight which allows us to assess cultural fit, skill sets and acquire studio management alignment.
   • During Q1, 2021 we completed the acquisition of East Side Games. During Q2, 2021, we entered a definitive agreement to acquire Truly Social Games and the initial 20% equity stake closed during the third quarter.

SIGNIFICANT ANNOUNCEMENTS DURING 2021

February 4,	The Company completed its public offering of subscription receipts for aggregate gross proceeds
2021	of $23.0 million including the full exercise of the over-allotment option by the Co-Lead Agents
	(Eight Capital and Haywood Securities Inc.), previously announced on November 11, 2020 and
	January 25, 2021. The offering was qualified by LEAF's final short form prospectus dated
	January 22, 2021 (the "Prospectus"), available under its SEDAR profile online
	at www.sedar.com. A total of 10,222,222 shares were issued and proceeds of the offering were
	used primarily to fund the cash payment due under the Acquisition.
February 5,	The ESG acquisition was completed. ESG security holders received $10 million in cash
2021	consideration, a working capital adjustment of $10.4 million and 44,444,444 common shares of
	LEAF. See Note 4 of the unaudited interim consolidated financial statements for additional details
	of the acquisition, including the contingent consideration.
February 10,	The Company commenced trading on the TSX, graduating from the TSXV.
2021
March 9,	The Company announced that it has entered into a non-binding letter of intent (the "LOI") to
2021	acquire Truly Social Games ("TSG"), an innovative developer and publisher of mobile games
	headquartered in Vancouver, B.C., Canada.

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LEAF Mobile Inc.

Management's Discussion and Analysis ("MD&A")

For the three and nine months ended September 30, 2021

March 17,	The Company entered into a multi-year partnership with World of Wonder Productions Inc. for
2021		the exclusive mobile game rights to the Emmy Award-winning competition series, RuPaul's Drag
		Race, to develop and publish a new mobile game for global release on iOS and Android in the
		second half of 2021.
March 23,	The Company announced that it is set to launch a non-fungible token ("NFT") game creation
2021		toolset called Game Kit- NFT for its Game Kit -Idle platform. The company released the first
		offering of NFTs as prizes, within select games, the week of April 20th, 2021. Top performing
		players will, for the first time, have true ownership over their rewards by receiving NFTs as
		prizes in select LEAF Group games published by East Side Games and LDRLY Games studios.
March 31,	The Company announced that it has entered into a publishing and Game Kit -Idle partnership
2021		agreement with Night Garden Studio Inc. ("Night Garden") for the global release of a mobile
		game on iOS and Android. This the second collaboration between Night Garden and ESG. The
		first collaboration was an exploratory project testing a narrative driven idle adventure game.
		The agreement extends the official relationship with a multi-year agreement between the two
		companies. The game will be developed in-house by Night Garden and leverage ESG's proven
		Game Kit -Idle technology. The game is expected to launch in Q4 2021 with details on the
		game concept to follow.
April 15,	The Company entered into a publishing and Game Kit -Idle partnership agreement with Bigfoot
2021		Gaming Inc. ("Bigfoot") for the global release of a mobile game on iOS and Android. This is
		the first collaboration between Bigfoot and ESG. The agreement is a single game multi-year
		publishing and Game Kit -Idle agreement between the two companies. The game will be
		developed in-house by Bigfoot and leverage Game Kit -Idle's proven technology. The game is
		based on a well-known and beloved IP franchise which will be announced at a later date and is
		expected to launch in 2022.
April 20,	The Company announced that it will partner with the Worldwide Asset eXchange Blockchain
2021		("WAX"), on the launch of an NFT-based collectible card game titled Bud Farm Nifty Stash.
		Bud Farm Nifty Stash will be the newest launch from the Bud Farm universe by LDRLY, and
		the first NFT-based game for LDRLY and the LEAF group. The game launched on April 20,
		2021.
April 21,	The Company entered into a publishing and Game Kit -Idle partnership agreement with Mighty
2021		Kingdom Games PTY Ltd. ("Mighty Kingdom") for the global release of a mobile game on iOS
		and Android. Mighty Kingdom was established in 2010 and since then has released more than 50
		games, with more than 50 million downloads, and has worked with major IP licensing partners
		such as Disney and the LEGO Group. This is the first collaboration between Mighty Kingdom
		and ESG. The partnership agreement is a single game multi-year publishing and Game Kit -Idle
		agreement between the two companies. The game will be developed in-house by Mighty
		Kingdom and leverage Game Kit -Idle's proven technology. The game is based on a well-known
		science fiction franchise which will be announced at a later date and is expected to launch in
		2022.
April 27,		The Company entered into a publishing and Game Kit -Idle partnership agreement with
2021		TinyRex Games ("TinyRex") for the global release of three mobile games on iOS and Android.
		All three games will be developed in-house by TinyRex, leveraging ESG's proven Game Kit -
		Idle technology, and will be published by ESG. The first game will be based on The Wizard of
		Oz and is expected to launch world-wide in 2022 with the remaining games to follow shortly
		thereafter.

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LEAF Mobile Inc.

Management's Discussion and Analysis ("MD&A")

For the three and nine months ended September 30, 2021

May 4,	The Company entered into a publishing and Game Kit -Idle partnership agreement with Game
2021		Masons, LLC ("Game Masons") for the world-wide release of a mobile game on iOS and
		Android.
		The game will be developed in-house by Game Masons, leveraging ESG's proven Game Kit -
		Idle technology, and will be published by ESG. The game will be sports-themed and is expected
		to launch world-wide in 2022.
May 11,	The Company announced that the annual and special general meeting of the Shareholders of
2021		common shares of LEAF is scheduled to be held virtually on June 29, 2021 at 10:00 am (Pacific
		Daylight Time).
May 25, 2021	The Company's common shares commenced trading on the OTC Markets Group's OTCQB
		Marketplace in the United States under the symbol "LEMLF".
June 22, 2021	The Company announced that it has entered into a definitive agreement to acquire Truly Social
		Games ("Truly Social"), an innovative developer and publisher of mobile games. The Company
		initially acquired a 20% interest in TSG for an initial investment of up to $3.0 million. The
		remaining ownership interest will be acquired in two tranches based on revenue targets. See
		Note 12 of the unaudited interim consolidated financial statements for additional details of the
		acquisition.
August 16,	The Company completed a 10-for-1 share consolidation. The share consolidation has been
2021		reflected in our unaudited interim consolidated financial statements and in this MD&A.
September 9,	The Company announced that ESG, in collaboration with Universal Games and Digital
2021		Platforms, their next free-to-play mobile title, The Office: Somehow We Manage, inspired by
		the US version of NBC's The Office, now streaming exclusively on Peacock.
October 25,	The Company announced that ESG launched RuPaul's DragRace Superstar, in partnership with
2021		World of Wonder Productions Inc.
November 1,	The Company announced that LDRLY launched their next free-to-play mobile title, B-Real
2021
	Monster Buds, in collaboration with DGT Enterprise LLC.
November 3,		The Company announced that they have extended and expanded their agreement with Trailer
2021		Park Boys Incorporated for Trailer Park Boys, the hit comedy TV show, signing a worldwide,
		multi-year,multi-game partnership agreement.

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