Nubeva Technologies : MD&A - Three Months Ended January 31, 2021

Nubeva Technologies Ltd.

MANAGEMENT DISCUSSION AND ANALYSIS

This Management Discussion and Analysis (this "MD&A") is dated March 26, 2021 and is intended to assist the reader in understanding the results of operations and financial condition of Nubeva Technologies Ltd., ("Nubeva" or the "Company"). This MD&A should be read in conjunction with the following information that can be obtained from www.sedar.com:

1. the Company's unaudited condensed interim consolidated financial statements for the three and nine months ended January 31, 2021 and accompanying notes; and
2. the Company's management discussion and analysis for the year ended April 30, 2020.

The condensed consolidated interim financial statements of Nubeva have been prepared in accordance with IFRS as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretation Committee ("IFRIC").

Nubeva's reporting currency is United States Dollars and its functional currency is Canadian Dollars. The functional currency of each entity is measured using the currency of the primary economic environment in which that entity operates. The Company has the following wholly owned operating subsidiaries:

Subsidiary	Operating location	Functional currency
Nubeva, Inc.	San Jose, California	United States Dollars
Nubeva PTY Ltd.	Sydney, NSW Australia	Australian Dollars

CAUTION ON FORWARD-LOOKING INFORMATION

This MD&A contains certain "forward-looking information" and "forward-looking statements" (collectively "forward-lookingstatements") within the meaning of applicable Canadian securities legislation. When we discuss our strategy, plans, outlook, future financial and operating performance, financing plans, growth in cash flow and other events and developments that have not yet happened, we are making forward-looking statements. All statements in this MD&A that address events or developments that we expect to occur in the future are forward-looking statements, including the following:

• the development and capabilities of Nubeva (as defined herein) to provide the security platform and services;
• our plan to expand operations by adding additional customers;
• our expectations in relation to working capital;
• our expectations in relation to our future financial needs;

Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as "expect", "plan", "anticipate", "project", "target", "potential", "schedule", "forecast", "budget", "estimate", "intend" or "believe" and similar expressions or their negative connotations, or that events or conditions "will", "would", "may", "could", "should" or "might" occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond the Company's control, including the following:

• our dependence on suppliers and customers;
• our untested business model;

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• our ability to attract customers;
• the competitive nature of the cloud-based security market;
• our ability to manage our growth;
• exchange rate risks;
• regulatory risks;
• our future operations;
• our dependence on key personnel;
• dilution to present and prospective shareholders;
• the lack of a market for our securities; and
• our share price.

The Company assumes no responsibility to revise forward looking statements to reflect new information, subsequent events or changes in circumstances, except as required by applicable securities laws.

1. History of the Business

The Company's registered and records office is located at 789 West Pender Street, Suite 1080, Vancouver, BC Canada V6C 1H2.

Nubeva Technologies Ltd. (formerly Sherpa Holdings Corp.) was incorporated on February 3, 2017 under the Business Corporation Act of British Columbia as a capital pool company ("CPC"). The Capital Pool System was set up by the TSX to provide private companies with an alternative method to go public.

Nubeva, Inc. was incorporated under the laws of the State of Delaware on March 30, 2016. Nubeva Inc.'s wholly owned subsidiary, Nubeva Pty Ltd. was incorporated under the laws of New South Wales, Australia on April 20, 2016. Nubeva is based in San Jose, California and its principal activity is the development and commercialization of software to enable organizations to extend and run their visibility and security controls inside public and private clouds.

2. Core Business

Nubeva develops and licenses software for decryption of network traffic.

New, stronger encryption is being used to protect network traffic from ever increasing security threats. Yet cyber threats and application performance information may be hidden in the encrypted traffic. In fact, according to Gartner, 54% of network threats are found in encrypted traffic.

TLS 1.3 encryption, which is the industry standard used in over 85% of web traffic, prevents deep packet inspection required for security and network monitoring tools to be effective. Available methods of decryption required for these tools to be effective, either no longer work, are cost prohibitive or reduce network performance. According to NSS labs, the performance loss for deep packet inspection after SSL decryption using available methods is 67%. Expensive infrastructure is required to compensate. Tools such as firewalls only work if traffic is decrypted. As cyber threats become even more sophisticated and the amount of network traffic continues to increase we expect the requirement to decrypt network traffic will increase.

In June 2019 Nubeva launched Session Key Intercept ("SKI"). SKI is a breakthrough patented technology that enables security and network monitoring tools to perform deep packet inspection by allowing enterprises to extract their session keys required to decrypt their data. Nubeva's software allows full, passive decrypted inspection of traffic, while aggressively embracing TLS 1.3. This solution plugs into existing tools already

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in use and allows customers to embrace the advantages of TLS 1.3 while avoiding the complexities of trying to decrypt with native service mesh technology.

SKI works out of band, and is therefore truly scalable with no loss of network performance. It has better functionality, better price-performance, and greater simplicity than previous methods employed, including man-in-the-middle, session termination and Passive Intercept. Nubeva's technology is built for the new and emerging generation of TLS encryption standards (TLS1.3, QUIC, DTLS, DoT/DoH) as well as legacy protocols, and is architected to operate in modern compute environments of cloud, containers as well as traditional datacenters.

The market for cyber security and network monitoring is a $100 billion industry and growing. With the increase in remote workforce, the introduction of 5G and the expansion of IoT, the increase in the amount of encrypted network traffic will increase exponentially. It is imperative that enterprises have a cost effective way to decrypt network traffic in order to monitor the performance of their systems and processes and to ensure the security of data, and Nubeva is positioned to provide it.

Nubeva's technology is formally integrated as a licensed technology into the product vendor's solution set or sold as a product set within the partner's existing suite of monitoring tools. Nubeva typically receives a combination of upfront license fees, annual license fees and support fees, and ongoing royalties. OEM partners sell Nubeva's software as their own product and fully support their end-users in the use of the feature set provided by Nubeva's technology.

3. Overall Performance

In 2020 Nubeva entered into agreements with numerous global enterprises in the area of cybersecurity, network monitoring and 5G, thereby gaining market validation of our software.

During the nine months ended January 31, 2021 and to the date of this MD&A, Nubeva achieved the following milestones:

Product Development

• In March 2021 Nubeva expanded its TLS decryption support for monitoring in Amazon Web Services (AWS). With the announcement of Amazon VPC Traffic Mirroring support for non-Nitro compute instances, Nubeva can now enable IT and Security teams with full packet inspection capabilities across AWS. AWS expanded VPC Traffic Mirroring capabilities to capture more traffic and provide greater visibility across the vast AWS infrastructure. Coupled with Nubeva, the combined solution provides a dramatically better, faster, easier and lower cost alternative to legacy methods of decryption in AWS. The expansion of the AWS product feature supports broader and ubiquitous visibility into traffic across customers' AWS cloud subscriptions for improved monitoring, security and compliance requirements. Nubeva has been working seamlessly with Amazon VPC Traffic Mirrors since they launched in 2019.
• In November 2020 the Company released a next-generation TLS Decryption Library. This industry- first software solution enables deep packet inspection of network traffic through the decryption of the newest TLS (SSL) traffic, including TLS 1.3 and 1.2 with Elliptic Curve Diffie-Hellman Ephemeral (ECDHE) protocols at extremely high speeds and efficiency. The Nubeva Decryption Library enables security and monitoring solution manufacturers to rapidly support modern decryption algorithms previously not available in the industry. Nubeva's decryption library operates at extreme speed - in excess of 15 gigabytes per second per single CPU core on general purpose

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hardware - a necessity for modern infrastructures in 5G. The solution scales up to easily support 40 and 100 gig appliances, and it can scale out in parallel to support in excess of Terabit/sec speeds, all at breakthrough price-performance points.

• In July 2020 Patent Application US 2020/0236093, Extracting Encryption Keys to Enable Monitoring Services, was published.
• In June 2020 Patent Application US 2020/0193017, Leveraging Instrumentation Capabilities to Enable Monitoring Services, was published.
• In May 2020 Nubeva received U.S. Patent No. 10,530,815 B2 Seamless Service Updates for Cloud-
  Based Security Services. The patent acknowledges Nubeva's innovation in techniques for providing flexible and extensible enterprise security systems and enabling scalable cloud-based security services.

Relationships

• In March 2021 the Company entered into a software license agreement with Megazone Cloud, a leading cloud managed service provider (MSP) based in Asia. This agreement will enable Megazone to expand its Network Security product suite to answer the TLS visibility challenge in modern cloud and on-prem networks with simplified, high performance, lower cost decryption. The application of Nubeva's TLS visibility product, to Megazone Cloud's already leading cloud services suite, will bring back visibility and control to their security operations team. This partnership further validates Nubeva's technology and opens up the Asia Pacific region.
• In December 2020 Nubeva entered into a multi-year license agreement with a leading global network performance and security software provider. The agreement includes an up-front licensing payment, additional annual payments and revenue share as Nubeva's breakthrough Symmetric Key Intercept solution is embedded and used to further enhance visibility into TLS 1.3 and 1.2 ECDH encrypted traffic.

• In November 2020	Nubeva		entered into	a multi-year software licensing agreement
with Empirix, a global	leader in	network and service performance monitoring, assurance and

analytics. The agreement allows Empirix to embed Nubeva's TLS 1.3 decryption technology into their 5G monitoring solutions so that telecommunication providers can continue to have the visibility they need to operate their networks. The multi-year agreement strategically positions Nubeva to capitalize on the expected 40% year-over-year growth of the global 5G services market.

• In July 2020 Nubeva announced a seven figure multi-year license agreement with a ~$10 billion market cap global leader in cybersecurity solutions. The agreement, under which Nubeva received a $1 million initial payment, allows for the license of Nubeva'sSymmetric Key Intercept solution.
• In June 2020 Nubeva entered into an agreement with Riverbed Technologies,a provider of software and hardware focused on network and application performance monitoring and network optimization. Riverbed's SteelCentral AppResponse integrated with Nubeva's Symmetric Key
  Intercept TLS (SSL) visibility technology is now commercially available. The agreement enables AppResponse customers to dramatically improve visibility into their encrypted application traffic of critical applications using Nubeva's system for enabling decrypted visibility of network traffic.

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Financing

• In March 2021 the Company entered into an agreement for a financing facility with Alumina
  Partners (Ontario) Ltd ("Alumina"). Alumina will provide the Company with up to CAD $8.0 million over a 24-month period to finance its working capital needs as well as accelerate its product development. Each tranche shall be a private placement of units, to be comprised of one common share and one half of a Common Share purchase warrant ("Warrant").
  Each full Warrant will entitle the holder to purchase one Common Share of the Company at a price of 25% over the Unit price and will have a term of three years. If the volume weighted average closing price of the Common Shares on the TSX Venture Exchange is equal to or greater than 2 times the exercise price of the Warrants at any time during which they are eligible for exercise for a period of 20 consecutive trading days, the Company may at its option elect to accelerate the expiry of the Warrants by providing notice (by news release) within 10 calendar days following the end of such 20 consecutive trading day period, in which case the Warrants will expire on the date specified in such notice.
  There are no standby charges or other upfront fees associated with the Investment Agreement. Each tranche of Units issued under the Investment Agreement will be subject to the acceptance of the TSX Venture Exchange, and the securities issued will be subject to the customary 4-month hold period.
• In March 2021, subject to regulatory approval, the Company completed a non-brokered private placement of 1,111,110 units, each unit comprised of one common share and one common share purchase warrant ("Warrant"). Each unit was issued for a price of CAD $0.45 for gross proceeds of
  CAD $500,000. Each Warrant entitles the holder to purchase one common share at a price of CAD$0.65 per share for a period of three years, or earlier if the common shares close at a price of CAD $1.00 for an agreed period of time.
• Also in March 2021 the Company received a second Payroll Protection Loan in the amount of $240,652 from Silicon Valley Bank under the Paycheck Protection Program ("PPP"), a program formed under the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") guaranteed by the U.S. government. The loan bears interest at a rate of 1% per annum and is repayable net of the forgiveness amount, if any, in 5 years. Under the terms of the PPP, an amount up to the principal amount of funding may be forgiven if the Company maintained a consistent number of full-time employees for a prescribed period of time and the funds were used for certain prescribed expenses.

4. Future Plans and Outlook

Since Nubeva's year-end of April 2020, businesses worldwide have experienced a massive increase in remote workforce due to the Covid-19 pandemic. Although many corporations have adapted swiftly, few are practicing effective cyber security for these remote workforces and their devices and we are beginning to see an increase in cyber security attacks. The World Health Organization, Cognizent, the US Defence Information Systems and Canada Revenue Agency are among organizations that have been victims of cyber attacks. Management anticipates that this will lead to acceleration of cybersecurity adoption and will result in additional interest in Nubeva's products and services.

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