Fobi AI : MD&A Q2 2022 FOBI AI INC.

FOBI AI INC.

(Formerly Loop Insights Inc.)

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE PERIOD ENDED DECEMBER 31, 2021

MANAGEMENT'S DISCUSSION AND ANALYSIS

Dated March 01, 2022

For the Period Ended December 31, 2021

INTRODUCTION

The following Management Discussion and Analysis ("MD&A") of Fobi AI Inc. (the "Company" or "Fobi") has been prepared by Management in accordance with the requirements of National Instrument 51-102. The information contained in this MD&A is not a substitute for detailed investigation or analysis on any particular issue. The information provided in this MD&A is not intended to be a comprehensive review of all matters and developments concerning the Company. Specific risks facing the Company are set out explicitly in Appendix 1 of this MD&A. In addition, certain statements in this report incorporate forward looking information and readers are advised to review the cautionary note regarding such statements in Appendix 2 of this MD&A.

This MD&A should be read in conjunction with the Company's condensed consolidated interim financial statements as at December 31, 2021 and the related notes contained therein which have been prepared under International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.

All financial information in this MD&A has been prepared in accordance with IFRS and all dollar amounts are quoted in Canadian dollars, the reporting and functional currency of the Company, unless specifically noted.

COMPANY OVERVIEW

The Company was incorporated under the laws of the province of British Columbia, Canada, on January 2, 2018. On May 31, 2021, the Company changed its name from Loop Insights Inc. to Fobi AI Inc. The address of the Company's corporate office and principal place of business is Suite 2F - 541 Howe Street, Vancouver B.C., V6C 2C2. The Company's shares trade on TSX Venture Exchange under the symbol "FOBI" and on OTCQF under the symbol "FOBIF".

Based in Vancouver, Canada Fobi's vision is to be the leading provider of artificial data intelligence based real time data. Our applications enable operators to leverage, automate and monetize their data. Fobi's has architected and developed multiple proprietary IoT devices that seamlessly connect and enhance existing IT infrastructure enabling real time data connectivity and interoperability across online and on-premise platforms.

Globally Fobi is a leader in enabling and supporting a growing number of the world's most respected companies as they look to deliver mobile first, cashless and contactless solutions as a result of the global push towards digital transformation. Further, Fobi is focused on becoming a key provider in the mobile digital wallet pass sector with recent acquisitions of PassCreator and Passwallet companies in Europe.

OVERALL PERFORMANCE

Announcements and Highlights during the period:

On September 29, 2021, the Company announced that it had entered into a data consulting agreement with Kiaro Holdings Corp. to consult on the development of Kiaro's data warehouse and real-time data analytics strategy.

On October 7, 2021, the Company announced the execution of an agreement to acquire PassWallet, a leading app (by Google Play Store downloads) for managing and utilizing Wallet passes on Android phones.

On October 8, 2021, the Company announced the signing of a national Passcreator Wallet pass transaction with S4S, Iceland's largest shoe retailer.

On October 12, 2021, the Company announced the Company had entered into a Service Agreement with Empower Clinics Inc. to integrate Fobi's artificial Intelligence data applications and wallet pass platform into Empower's Kai Care COVID-19 Testing product.

On October 13, 2021, the Company announced the receipt of TSXV approval and completion, for the acquisition of Qples. In consideration for the acquisition of certain assets and certain specified liabilities of Qples, FOBI will pay to Qples the aggregate purchase price of US$3,151,385 paid as follows: (i) US$2,120 payable in cash; and (ii) the remainder of the Purchase Price will be satisfied by the issuance of 1,222,551 common shares of FOBI based on a five-day volume weighted average price equal to $3.24 CAD. Qples also has the opportunity to earn up to a US$1,000,000 earn out (the "Earn-Out").

On October 14, 2021, the Company announced a new relationship with REVELXP, which delivers a leading fan engagement solution to both the collegiate athletics and professional sports markets. It is envisaged that Fobi would receive an initial setup fee for each event, together with licensing revenue for each Wallet pass distributed to fans.

On November 5, 2021, the Company announced that it had entered into an Agreement with the University of Nevada Athletics to provide Fobi's CheckVax™ proof of vaccination. CheckVax™ will be utilized to improve the customer experience by speeding up entry and to keep fans, student-athletes, and staff safe at all Men's & Women's basketball games at Nevada for this coming season. Fobi will earn revenue on this deal through an initial setup fee and monthly Wallet pass license fees.

On November 8, 2021, the Company announced that it had completed its acquisition of the PassWallet application and related assets (the "Acquired Assets") from Quicket GmbH (the "Vendor"). In consideration for the Acquired Assets, Fobi paid an aggregate of €888,000 to the Vendor consisting of: (i) €355,200 paid in cash; (ii) 301,480 common shares of Fobi at a deemed price per Fobi Share of C$2.63660 (€532,800) based on a 10-trading day volume weighted average price of the. Fobi Shares issued in connection with the transaction are subject to a restricted period of four months and one day from the date of issuance.

On November 15, 2021, the Company announced that it has entered into an Agreement to provide Fobi's Wallet pass based Venue Management solution for Sammy Hagar's sold-out shows at The STRAT Hotel, Casino & SkyPod in Las Vegas. Fobi anticipates generating revenue through an initial setup fee and ongoing Wallet pass license fees.

On November 10, 2021, the Company announced an agreement with the University of Nevada, Las Vegas (UNLV) to provide Fobi's CheckVax™ proof of vaccination solution. To be utilized to improve the customer experience by speeding up entry and to keep fans, student-athletes, and staff safe at basketball games at UNLV for the coming season.

Fobi anticipates earning revenue through an initial setup fee and monthly Wallet pass license fees.

On November 15, 2021, the Company announced an agreement to provide its Wallet pass based Venue Management solution for Sammy Hagar's shows at The STRAT Hotel, Casino & SkyPod in Las Vegas. Fobi expects to generate revenue through an initial setup fee and ongoing Wallet pass license fees.

On November 22, 2021, the Company successfully completed the Service Organization Control (SOC) 2 Type 1 audit. The audit was conducted by AARC-360, an independent PCAOB registered CPA firm. The audit allows Fobi to bid on large corporations and government bodies who require SOC2 compliance as a prerequisite.

On November 24, 2021, Fobi AI Inc. announce the Company a revenue sharing agreement with Caddle, a mobile-first insights marketplace app in Canada. The partnership agreement is expected to advancing value in existing relationships and deliver potential new clients in the CPG & retail space while generating new product offerings for loyalty using Fobi's mobile Wallet passes which complement Caddle's suite of services.

On December 2, 2021 the Company held a shareholder update webinar highlighting its performance for Q1 of fiscal 2022

On December 2, 2021 The Company or "Fobi"), signed an agreement with Amazon for distribution and fulfillment of Fobi AI's various hardware products. The agreement enabled the Company to become an Amazon Business Seller thus providing Fobi access to Amazon's global e-commerce, logistics and fulfillment infrastructure.

Fobi anticipates launchingFobi 3.0 IoT hardware devices on Amazon Business. Fobi's proprietary IoT device would provide Amazon Business customers with real-time point of sale connectivity through capturing and attributing first-party data in real-time.

On December 08, 2021, the Company has entered into a non-binding LOI to acquire 100% of the shares of Passworks, a European digital wallet and mobile marketing company with clients such as Hugo Boss, global coupon provider Catalina and media corporation Wunderman Thompson UK. The acquisition will be a share purchase agreement, and is expected to be completed by late December or early January of 2022, subject to the customary due diligence and Exchange approvals. The exact terms of the acquisition are still being negotiated.

On December 10, 2021, the Company announced a new partnership with Janam Technologies, a provider of rugged mobile computers and contactless access solutions, to deliver powerful, end-to-end mobile wallet and hardware solutions for the sports and live entertainment, hospitality, retail and healthcare industries.

On December 13, 2021, the Company announce that Fobi has been selected to be the Health and Safety Technology Provider for the upcomingRSPA Inspire 2022 event,to be held January 23-26 in Clearwater Beach, Florida. Fobi expects to generate revenue from this deal through an initial setup fee and license fees for the wallet passes issued.

On December 14, 2021, the Company announced its collaboration with Kai Medical to help power a rapid Covid testing system for the Galaverse event that was held December 11-13

at the Aria Resort and Casino in Las Vegas by Gala Games. Fobi earned revenue from this project through a development consulting agreement with Kai Medical.

On December 21, 2021, the Company announced a one-year agreement with one of the largest operators of golf courses in North America, to digitize their member cards using Fobi's new digital golf membership Wallet pass solution. Fobi expects to generate revenue from this and other such deals through an annual license fee and through monthly Wallet pass license fees on a per pass issuance basis.

On January 05, 2022, Fobi announced that the Company had signed an annual license with one of the world's leading insurance providers. Fobi earns revenue from this deal through an annual license fee as well a license fee per Wallet pass issued, generating monthly recurring revenue.

On January 13, 2022, Fobi announced that it had entered into a share purchase agreement with Passworks to acquire all of the issued and outstanding shares of Passworks S.A. a leading European digital wallet and mobile marketing company with clients such as Hugo Boss, global coupon provider Catalina and media corporation Wunderman Thompson UK.

On January 25, 2022 the Company announced the partnership and integration of its Fobi platform with Square,formerly Square, Inc. The partnership includes the availability of the Fobi app on the Square App Marketplace for businesses of all types and sizes including those in the retail and food and beverage industries.

On February 1, 2022 the announced the launch of the new PassPro Wallet pass product. The new Enterprise-grade SaaS platform with enhanced functionality positions Fobi as a leader in the Mobile Wallet Pass market and is expected to power new opportunities with Enterprise clients for Fobi in key verticals such as retail, sports, entertainment, HOSPITALITY & Tourism. Fobi will make money from this new platform from initial setup fees, per Wallet pass licensing fees, and managed service fees, which will be a new revenue stream for Fobi.

On February 3, 2022 the Company announced a strategic partnership with Barnet Technologies Corp. a Canadian software development company with extensive installations cross Canada and the US. In the highly regulated Liquor and Cannabis verticals in addition to providing management system solutions for the grocery and convenience industry. Fobi's collaboration with Barnet is to deliver Fobi's Wallet pass based loyalty, Employee ID and age verification solutions to clients including BCLC government PlayNow member program.

On February 09, the Company launched its latest mobile wallet innovation with "Fan Pass." a new fan engagement platform built off of the recently releasedPassPro solution,Fobi's new enterprise-grade SaaS platform. To be launched with top Canadian PGA golfer Adam Hadwin, who be promoting Fobi's new Fan Pass platform. The initial Adam Hadwin Fan Pass that will be available for download on thefobi.ai website on March 7th to coincide with The Players Championship Tournament that week in Florida.

February 14, 2022 the Company announce the release of their new digital identification solution, AltID, which integrates into the recently released FobiPassPro enhanced wallet pass platform. AltID will enable organizations to move from paper and plastic-based analog