Wi2Wi : MD&A for the period ended December 31, 2021

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED

DECEMBER 31, 2021

Wi2Wi

Management Discussion and Analysis

(All amounts in US Dollars unless noted otherwise)

Forward-Looking Statements:

This MD&A includes information that is forward-looking in nature. Such statements concern the future earnings of the Company, its operations, its financial results and its financial condition. These forward-looking statements can be identified through use of expressions such as "believe", "foresee", "anticipate", "estimate", "expect" and other similar types of terms and are based on the information available at the time that they were made and on the good faith of management according to information available at that time. We wish to advise the reader that by their very nature, forward-looking statements include an element of uncertainty and the actual results may be significantly different from the assumptions and estimations described in the forward-looking statements. The actual results will be affected by numerous factors over which the Company has no influence. Consequently, we recommend against placing undue trust in such forward-looking statements since future events and actual results may differ significantly from any forecasts. Unless otherwise stipulated under current law, the Company does not intend to update these statements to take into account new facts or future events and it makes no undertaking to do so.

Management Discussion

The following management discussion and analysis ("MD&A") is a review of operations, current financial position and outlook for Wi2Wi

Corporation ("Wi2Wi" or the "Company"). It is dated April 14, 2022 and should be read in conjunction with the Audited Consolidated Financial Statements for Years ended December 31, 2021 and 2020 ("Audited Statements") which are available on SEDAR atwww.sedar.com.

All dollar amounts are in thousands of United States Dollars, unless otherwise noted.

Corporate Strategy and Overview

Wi2Wi is a vertically integrated manufacturer providing end to end wireless connectivity solutions, precision timing devices, frequency control devices and microwave filters to the global market. Wi2Wi's miniaturized wireless System-in-Package (SIP) connectivity solutions are well accepted in the global market for Internet of Things (IoT), Industrial Internet of Things (IIoT/M2M/Industry 4.0) and portable device embedded applications worldwide.

Headquartered in San Jose, California, the heart of the Silicon Valley with manufacturing operations in Middleton, Wisconsin, the industrial belt of North America, Wi2Wi provides leading-edge wireless connectivity solutions, customized precision timing devices, frequency control products and Microwave Filters for customer applications worldwide with substantial savings on time-to-market, cost and system-integration. Wi2Wi also leverages its technology along with tier-1 global partnerships with industry leading silicon valley and supply chain companies, serving several Fortune-500 customers.

Wi2Wi's strategic objective is to service the unique needs of each customer by providing wireless integration solutions, thereby speeding up the customer's design, development and manufacturing cycle and reducing the end product overall cost. Wi2Wi's products and value-added services provide highly integrated, rugged, robust and reliable, multifunctional wireless integration solutions with integrated software, customised frequency control devices, timing devices and microwave filters for customer applications globally. Wi2Wi distinguishes itself from commodity grade products, having developed best in class products with integrated software, broader temperature ranges, longer useful lives, and greater robustness and ultimately providing end to end solutions to its global customer base. The Company also provides custom software to its wireless connectivity customers.

Wireless connectivity is the primary communication back bone of Internet of Things (IoT) and customer's needs are unique due to the nature of the application of their end products and the level of wireless integration expertise they possess. To service such unique needs, Wi2Wi has created three distinct product architectures and supported by integrated software. The product architecture and software are based on the best known, rapidly adopting and fastest growing global wireless standards. The wireless connectivity modules are based on 802.11ac, 802.11 a/b/g/n, 802.11 ac/a/b/g/n, Bluetooth, Bluetooth smart ready, 802.11ac, NFC and dual mode BT (Smart ready BLE4.2) combo and GNSS ( navigation) modules based on various constellations such as GPS, BeiDou and GLONASS.

The Company has created a standard design platform for its frequency control devices, precision timing devices and microwave filters. This platform allows the Company to easily customize and meet the highest application demand from customers and timely service to customers with rugged, robust and reliable products cost effectively. Such cost-effective customization with superior performance is mandatory in the markets such as avionics, space, industrial, medical and defense. Wi2Wi's products and value-added services are highly desirable in these markets.

Wi2Wi manufactures its frequency control devices, precision timing devices and microwave filters in the manufacturing plant located in Middleton, Wisconsin. Manufacturing of wireless connectivity products are outsourced. The Company has the following certifications:

•  Restrictions on Hazardous Substances (RoHS): design and manufacturing control program for the output of "Lead-Free" (Pb-Free)

  products

•  Department of Defense

•  MIL-STD-790 Product Assurance Certified

•  Qualified Products List: MIL-PRF-55310 Oscillator, Crystal Controlled MIL-PRF-3098 Crystal Units, Quartz

•  DSCC Laboratory Suitability Certified

•  MIL-PRF-38534 Hybrid Microcircuit Certified

•  Qualified Manufacturer's List

•  ISO 9001:2015 FM 75597 ISO Certified Quality Management System

•  REACH Compliant Registration, Evaluation, Authorization and Restriction of Chemicals

•  ESD Program, employee training certification

•  IPC 610 Electronics Acceptance Criteria, employee training and certification

•  IPC/EIA-J Class 2 solder joint industry standard training and certification

•  ISO 14644 1&2, Class 7 (FED-STD 209E Class 10,000 Clean Room)

Highlights of 2021

•  On November 15, 2021, the Company announced its unaudited consolidated financial results for the nine months ended September 30, 2021

•  On August 16, 2021, the Company announced its unaudited consolidated financial results for the six months ended June 30, 2021

•  On May 14, 2021, the Company announced its unaudited consolidated financial results for the three months ended March 31, 2021

•  On January 15, 2021, the Company held its annual and special meetings of shareholders.

•  On April 16, 2021, the Company announced its audited consolidated financial results for the fiscal year ended December 31, 2020.

•  The Company continues to expand its customer base.

•  The Company continues to invest in research and development in all product lines.

Results of Operations:

The consolidated financial statements for the years ended December 31, 2021 and 2020 form an integral part of this MD&A. All amounts are expressed in thousands of U.S. dollars unless otherwise noted.

Selected Annual Information:

The following table sets forth selected annual information from the audited consolidated financial statements for the years ended December 31, 2021, 2020, and 2019:

Year ended	2021	2020	2019
In thousands of Dollars (except for number of shares and per share data)
Revenue	6,453	6,928	10,369
Net income (loss) from operations	(573)	(1,009)	494
Net income and total comprehensive income	(204)	(588)	556
Net income per share	(0.00)	(0.00)	0.00
Cash flow provided by (used in) operations	504	(674)	906
Total assets	10,600	11,033	12,814
Shareholders' equity	6,515	6,698	7,240

The diluted net income (loss) per share has been calculated based on 152,818,394, 152,404,420 and 152,078,407 weighted average number of common shares outstanding for the years ending December 31, 2021, 2020, and 2019 respectively.

Summary of Quarterly Results:

The following table presents selected quarterly financial data for the last eight quarters.

Statement of results	2021	2021	2021	2021
In thousands of Dollars	Q4 $	Q3 $	Q2 $	Q1 $
Revenue	1,670	1,651	1,619	1,513
Income (loss) from operations	(369)	55	44	(302)
Net income	142	8	(2)	(352)
Statement of results	2020	2020	2020	2020
In thousands of Dollars	Q4 $	Q3 $	Q2 $	Q1 $
Revenue	1,414	1,515	1,808	2,191
Income (loss) from operations	(401)	(422)	(204)	16
Net income/(loss)	126	(473)	(243)	2

Revenue

Year Ending December 31, 2021	Year Ending December 31, 2020
In thousands of Dollars	$	$
Revenue	6,453	6,928

Revenues for the years ended December 31, 2021 and 2020 were $6,453 and $6,928 respectively.

Although, the Company had planned 10% organic growth in 2021 over 2020 based on the key customer's commitment, the COVID-19 related shutdown faced by customers significantly affected the revenue. The revenue decreased by 7% compared to the previous year.

The decrease in revenue is primarily due to the slow down and subsequent shut down of the Company's key customer's made according to the local and federal regulations to control the COVID-19 pandemic. The customers that were faced with slow down or shut down rescheduled their open orders to subsequent months. The duration of such customer slow down or shut down are still unknown to the

Company. As part of the "Essential Critical Infrastructure", the Company is continuing its manufacturing operations and product shipment to the customers under the strict guidance of local government and healthcare professionals. The Company expects revenue to grow once the shutdown is fully lifted and the customers come back to their normal work routine.

Disaggregated Revenue

Revenue from contracts with customers by product family and geographical areas as it best depicts how the nature, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the table below.

For the years ended December 31, Product Family

2021

2020

Frequency Control Connectivity

$

6,330 123

$

6,840 88

$

6,453

$

6,928

For the years ended December 31, Geographical Area

2021

2020

United States Foreign Countries

$

5,522

$ 5,922

931 1,006

$

6,453

$

6,928

Gross Profit

Year Ending December 31, 2021	Year Ending December 31, 2020
In thousands of Dollars	$	$
Gross profit	1,279	1,066
Gross profit %:	20%	15%

Cost of revenues consist of the costs of parts; costs incurred with contract manufacturers to assemble and test the Company's products, as well as the direct and indirect costs incurred to control and test the in-house and outsourced manufacturing and supply chain.

Gross profit for the years ended December 31, 2021 and December 31, 2020 was $1,279 and $1,066 respectively. Gross margin increased 5% for the year ended on December 31, 2021 over 2020. The increase in the margins was due to the change of product mix that shipped and ERC credits. The Company needs certain revenue to absorb the fixed expenses. The Company typically ships a wide range of products to its customers which results in consistent planned margins compared to previous quarters. Some of the high margin products planned to ship were rescheduled to the subsequent months by the customers which was the result of COVID-19 related slow down and shut down. The Company continues to work on increasing the gross margin.

Gross margins can fluctuate depending on the product mix shipped in that period. The frequency control products are manufactured in house and are very labour intensive, and on average, yield gross margins in the region of 28% which is significantly higher than the competitors in the same markets and sectors. Wireless connectivity solutions products yield margins typically over 50%. The Company continues to invest in new machinery and manufacturing yield and such efforts have resulted in increased margin.

Research and Development Expenses

In thousands of Dollars	Year Ending December 31, 2021 $	Year Ending December 31, 2020 $
R&D	312	526

Research and development (R&D) expenses consist primarily of expenses related to the design of the Company's products and development of prototypes. Research and development expenses for the years ended December 31, 2021 and 2020 were $312 and $526 respectively, a decrease of 41%. The Company continues off shoring certain R&D to optimize its budget.

The Company continues to invest in R&D and diversifying its product offering in complementary market sectors. The Company continues to receive sample orders for prototyping for the new products released in the previous year. Depending on the applications and the market, product qualification can take up to three years. The Company doesn't announce any new products until it completes all product related qualifications. The Company also does not recognise a design win until the end customer product certification and qualification is complete.

Selling, General and Administrative Expenses (SG&A)

In thousands of Dollars	Year Ending December 31, 2021 $	Year Ending December 31, 2020 $
SG&A	1,534	1,549

Revenue for connectivity solutions is generated through the distributor network. These partners will hold inventory and ship to customers when orders are received through the Wi2Wi sales network or through their own infrastructure. The Wi2Wi sales network is managed through the sales staff and inside sales staff, who are supported by a global network of specialized representatives who are compensated based on the level of revenue they generate each quarter.

SG&A expenses for the years ended December 31, 2021 and December 31, 2020 were $1,534 and $1,549 respectively, decrease of 1%. The decrease for the years ended December 31, 2021 as compared to 2020 was primarily due to the reduction in wages, legal, ERC credits and investor relations expenses.