Wi2Wi : MD&A for the period ending March 31, 2024 MDA

INTERIM MANAGEMENT'S DISCUSSION AND

ANALYSIS

FOR THE THREE MONTHS ENDED

MARCH 31, 2024

Wi2Wi Corporation	Page 1 Management Discussion and Analysis for the Three Months ended March 31, 2024

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 May 8, 2024 and should be read in conjunction with the Unaudited Condensed Interim Consolidated Financial Statements for periods ended March 31, 2024 and Audited Consolidated Financial Statements for years ended December 31, 2023, 2022 and 2021 which are available on SEDAR at www.sedar.com.

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

Corporate Strategy and Overview

Wi2Wi is a specialized electronic component supplier with expertise in all aspects of frequency control devices as well as in wireless technologies. Wi2Wi's Precision Devices brand of products has earned a premier spot in numerous key markets including avionics, aerospace, industrial equipment, government, and the US military. Wi2Wi's frequency control products are best-in-class and of the highest quality.

Wi2Wi takes enormous pride in making customer focus and responsiveness a top priority. Clearly the best long-term strategy is to relentlessly serve customers, both large and small, each and every day, in order to provide them with an outstanding experience.

Many of Wi2Wi's customers are developing the world's most sophisticated electronic systems which include radio communications, wireless connectivity, GPS navigation, avionics control and many others. Wi2Wi distinguishes itself from commodity grade products, having developed best in class solutions which include integrated software, broad temperature operating ranges, longer useful product life and greater overall robustness. Ultimately the goal is to provide end-to-end solutions to the entire global customer base. The company has several standard design platforms for its precision frequency control devices and filter products. These platforms allow the company to easily customize and meet the highest application demands from customers as well as provide timely, rugged, robust, and reliable solutions very cost effectively. Customization that delivers superior performance is mandatory in markets such as avionics, space, industrial, medical and defense. Wi2Wi's products and value-added services are highly desirable in these markets as a result. In addition, the company often provides custom software to its wireless connectivity customers.

Wi2Wi's headquarters, design center and state-of-the-art manufacturing facility are located in the heart of America's industrial belt in Middleton, WI. Wi2Wi can deliver specific solutions using its in-house design and manufacturing expertise, as well as leveraging many tier-1 global partnerships with numerous industry leading silicon and wireless technology suppliers.

Wi2Wi is extremely proud to serve hundreds of the world's top companies with its made-in-America products.

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
• MIL-STD-790Product Assurance Certified
• Qualified Products List: MIL-PRF-55310 Oscillator, Crystal Controlled MIL-PRF-3098 Crystal Units, Quartz
• DSCC Laboratory Suitability Certified (For our qualified QPL products, we are not an accredited lab)
• ISO 9001:2015 FM 75597 ISO Certified Quality Management System
• REACH Compliant Registration, Evaluation, Authorization and Restriction of Chemicals
• ESD Program, employee training certification
• ISO 14644 1&2, Class 7 (FED-STD 209E Class 10,000 Clean Room)

Wi2Wi Corporation	Page 2 Management Discussion and Analysis for the Three Months ended March 31, 2024

• TSCA Compliant
• California Proposition 65 Compliant
• CMRT/EMRT Compliant

Highlights of 2024

• On February 1, 2024 the Company announced it appointed Ted Clark as new Chief Executive Officer.
• On February 1, 2024 the Company announced it issued Ted Clark an aggregate of 3,500,000 options at an exercise price of $0.035 per share. An aggregate of 1,500,000 options will vest on October 1, 2024, an aggregate of 1,000,000 will vest on June 1, 2025, and the balance 1,000,000 will vest on February 1, 2026.
• On April 16, 2024, the Company announced its audited consolidated financial results for the fiscal year ended December 31, 2023.

Results of Operations:

The consolidated financial statements for the three months ended March 31, 2024 and 2023 form an integral part of this MD&A. All amounts are expressed in thousands of U.S. dollars unless otherwise noted.

Summary of Quarterly Results:

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

	Statement of results	2024		2023	2023	2023
	In thousands of Dollars	Q1	Q4		Q3		Q2
		$		$	$	$
	Revenue	1,508	1,522	1,421	1,560
	Loss from operations	(332)	(280)	(326)	(396)
	Net loss	(362)	(312)	(355)	(425)
	Statement of results	2023		2022	2022	2022
	In thousands of Dollars	Q1	Q4		Q3		Q2
		$		$	$	$
	Revenue	1,840	1,684	2,020	1,561
	Income (loss) from operations	(203)	(316)	(246)	(383)
	Net income/(loss)	(233)	(153)	(286)	(426)
Revenue
				Three		Three
				Months		Months
				Ending		Ending
				March		March
				31, 2024		31, 2023
	In thousands of Dollars			$		$
	Revenue			1,508		1,840

Revenues for the three months ended March 31, 2024 and 2023 were $1,508 and $1,840 respectively.

Although, the Company had planned 7% organic growth in 2024 over 2023 based on key customers commitments. The revenue decreased by 18% compared to the previous year.

Disaggregated Revenue

Revenue from contracts with customers disaggregated by product family and geographical areas is presented below 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.

Wi2Wi Corporation

Page 3 Management Discussion and Analysis for the Three Months ended March 31, 2024

For the three months ended March 31,		2024		2023
Product Family
Frequency Control	$	1,502	$	1,840
Connectivity		6		-
	$	1,508	$	1,840

For the three months ended March 31,		2024		2023
Geographical Area
United States	$	1,272	$	1,582
Foreign Countries		236		258
	$	1,508	$	1,840

Gross Profit

	Three	Three
	Months	Months
	Ending	Ending
	March 31,	March 31,
	2024	2023
In thousands of Dollars	$	$
Gross profit	151	289
Gross profit %:	10%	16%

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 three months ended March 31, 2024 and March 31, 2023 was $151 and $289 respectively. Gross margin percent decreased 6% for the three months ended March 31, 2024 over 2023. The decrease in the margins was due to the change of product mix that shipped. 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. 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 higher margin products can average gross margins in the region of 28% which is significantly higher than the competitors in the same markets and sectors. 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	Three	Three
	Months	Months
	Ending	Ending
	March 31,	March 31,
	2024	2023
	$	$
R&D	86	86

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 three months ended March 31, 2024 and 2023 were $86 and $86 respectively. 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 six 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.

Wi2Wi Corporation

Page 4 Management Discussion and Analysis for the Three Months ended March 31, 2024

Selling, General and Administrative Expenses (SG&A)

In thousands of Dollars
	Three	Three
	Months	Months
	Ending	Ending
	March 31,	March 31,
	2024	2023
	$	$
SG&A	397	406

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.

SG&A expenses for the three months ended March 31, 2024 and March 31, 2023 were $397 and $406 respectively, decrease of 2.25%. The decrease for the three months ended March 31, 2024 as compared to 2023 was primarily due to compensation, depreciation and professional service expenses.

Other Income/Expenses

In thousands of Dollars	Three	Three
	Months	Months
	Ending	Ending
	March 31,	March 31,
	2024	2023
	$	$
Other
Other Income (expense)	3	2
Total	3	2

Three Months ended March 31, 2024 and March 31, 2023 was primarily due to gain/loss on currency translation.

Interest Income (Expense)

In thousands of Dollars	Three	Three
	Months	Months
	Ending	Ending
	March 31,	March 31,
	2024	2023
	$	$
Interest (expense)	(33)	(32)
Interest income	-	-

Interest income (expense) for the three months ended March 31, 2024 and 2023 was $(33) and $(32) respectively. Interest expense in 2024 and 2023 relates to the imputed interest on the leased facilities.

Legal proceedings

From time to time, third parties have asserted, and may in the future assert claims against the Company related to disputes in the normal course of business. At this time, there are no such claims against the Company which are expected to be material to the Company's results of operations or financial condition.

Liquidity and Capital Resources:

As of March 31, 2024, the Company had cash of $636 compared to $773 as of March 31, 2023. The Company had a net working capital of $2,943 as of March 31, 2023 compared to working capital of $4,229 as at March 31, 2023. Shareholders' equity was $3,615 compared to $5,047 at March 31, 2024 and March 31, 2023 respectively. The Company generated negative cash flow during the three months ended March 31, 2024 of $(145) comparing to negative $(119) for the three months ended March 31, 2023. The Company has managed capital by budgeting for its working capital needs, and securing debt and equity financing in order to fund its operations.

Share Capital:

The Company's outstanding Common Shares are 153,033,313 and 152,933,313 at March 31, 2024 and 2023, respectively.

Wi2Wi Corporation

Page 5 Management Discussion and Analysis for the Three Months ended March 31, 2024

The Company's outstanding options were 7,500,000 and 2,300,000 at March 31, 2024 and 2023, respectively.

The Company granted another 3,500,000 of options on February 1, 2024.

There were no changes to Common Shares of 153,033,313 as of May 8, 2024.

Investment Activities

Cash flow related to investment activities consisted of expenditures for property and equipment. In the three months ended March 31, 2024, capital expenditures amounted to $188 compared to $2 in the three months ended March 31, 2023. The Company will be looking to increase its capital budget over the next 24 months financed through equipment loans.

Off Balance Sheet Arrangements

There were no off balance sheet transactions entered into during the year, nor are there any outstanding as of the date of this MD&A.

Related Party Transactions

The remuneration of key management personnel of the Corporation, includes both members of the Board of Directors and leadership team, which includes the CEO and CFO, is set out below in aggregate:

For three months ended March 31,		2024		2023
Officer compensation	$	38	$	62
Benefits and other personnel costs		10		11
Share based compensation current directors		-		-
	$	48	$	73

Application of Critical Accounting Policies

The significant accounting policies used by the Company and critical accounting estimates and judgments made by the Company are disclosed in Notes 5 and 6 to the audited consolidated financial statements for the years ended December 31, 2023 and 2022, which are available on Sedar at www.sedar.com.

Certain accounting policies require that management make appropriate decisions with respect to the formulation of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. The emergence of new information and changed circumstance may result in actual results or changes to estimate amounts that differ materially from current estimates. The following discussion identifies the critical accounting policies and practices of the Company and helps assess the likelihood of materially different results being reported.

Inventories

Inventories are recorded at the lower of average cost or net realizable value. Charges for excess and obsolete inventory are recorded based on inventory age, shipment history and forecasted demand. The Company's business is subject to technology changes which may cause selling prices to change rapidly. Moreover, the markets that the Company serves can be volatile and actual results may vary from the Company's forecast or other assumptions, potentially impacting the Company's inventory valuation and resulting in material effects on its profit or loss.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight line method over estimated useful lives of:

• Six years for computer equipment and software;
• Five years for office furniture and fixtures;
• Five to ten years for machinery and equipment;
• Over the shorter of the term of the lease or estimated useful life of leasehold improvements.

Useful lives, residual values, and depreciation and amortization methods are reviewed at least annually, and any changes in previous estimates are accounted for prospectively.

Wi2Wi Corporation

Page 6 Management Discussion and Analysis for the Three Months ended March 31, 2024

Financial Instruments

Financial assets and financial liabilities, including derivatives, are recognized on the consolidated statement of financial position when the Company becomes a party to the financial instrument or derivative contract.

Classification

The Company classifies its financial assets and financial liabilities in the following measurement categories i) those to be measured subsequently at fair value through profit or loss (FVTPL); ii) those to be measured subsequently at fair value through other comprehensive income (FVOCI); and iii) those to be measured at amortized cost, using the effective interest rate method. The effective interest rate method is a method of calculating the amortized cost of a financial asset or liability and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash flows over the expected life of the financial instrument, or where appropriate, a shorter period. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as measured at amortized cost unless they are designated as measured subsequently at FVTPL (irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains and losses are either recorded in profit or loss or other comprehensive income.

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

Measurement

All financial instruments are required to be measured at fair value on initial recognition, plus, in the case of a financial asset or financial

liability

not

at

FVTPL,

transaction

costs

that

are

directly

attributable

to

the

acquisition or issuance of the

financial

asset

or

financial

liability. Transaction

costs

of

financial

assets

and

financial

liabilities

carried

at FVTPL are

expensed

in

profit

or

loss.

Financial assets and financial liabilities

with embedded

derivatives

are

considered

in

their entirety

when

determining

whether

their cash

flows

are

solely payment of principal and interest. Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or other comprehensive income (irrevocable election at the time of recognition). For financial liabilities measured subsequently at FVTPL, changes in fair value due to the Company's own credit risk are recorded in other comprehensive income.

Expected Credit Losses and Impairment

The Company assesses all information available, including on a forward-looking basis the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition based on all information available, and reasonable and supportable forward-looking information.

For trade accounts receivable, the Company applies the simplified approach as permitted by IFRS 9. The simplified approach to the recognition of expected losses does not require the Company to track the changes in credit risk; rather, the Company recognizes a loss allowance based on lifetime expected credit losses at each reporting date. Trade accounts receivable are stated net of the loss allowance. Recoveries of trade accounts receivable previously written off are recorded in profit or loss when received.

Evidence of impairment may include indications that the counterparty debtor or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization and where observable data indicates that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. Receivables are reviewed qualitatively on a case-by-case basis and management's estimates include providing for 100% of specific customer balances when it is deemed probable that the balance is uncollectable.

Expected credit losses are measured as the difference in the present value of the contractual cash flows that are due to the Company under the contract, and the cash flows that the Company expects to receive. The Company assesses all information available, including aging and turnover, credit worthiness, credit concentration, the existence of third-party insurance, customer relationships, and forward looking macro-economic factors in the measurement of the expected credit losses associated with trade accounts receivable.

The Company's financial instruments are accounted for as follows:
	Classification	Measurement
Cash and restricted cash	Amortized cost	Amortized cost
Trade accounts receivable	Amortized cost	Amortized cost
Accounts payable	Amortized cost	Amortized cost
Accrued liabilities	Amortized cost	Amortized cost
Warrant liability	FVTPL	Fair value

Wi2Wi Corporation	Page 7 Management Discussion and Analysis for the Three Months ended March 31, 2024

Note payable	Amortized cost	Amortized cost
Economic injury disaster loan	Amortized cost	Amortized cost

Income Taxes

The Company applies the asset and liability approach to recording current and deferred taxes. Current income tax is the amount of income taxes payable (recoverable) in respect of the taxable profit (tax loss) for a period. Deferred tax assets and liabilities are recognized for the deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized to the extent that the realization of the related tax benefit through future taxable income is probable. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in profit or loss in the period that includes the enacted or substantively enacted date.

Management periodically reviews the Company's provision for income taxes and deferred tax assets and liabilities to determine whether the overall tax estimates are reasonable. When management performs its assessments, it may be determined that an adjustment is required. These adjustments, if required, may have a material impact on the Company's consolidated financial position and profit or loss.

Foreign Currency Translation

The Company's presentation currency is the USD, being the currency in which revenue is generated and significant business activities are conducted. The functional currency of each of Wi2Wi Inc. and Wi2Wi LLC, is their local currency of USD. The functional currency of Wi2Wi (India) PRIVATE LIMITED is its local currency of Rupees. The functional currency of Wi2Wi Corporation is its local currency of Canadian dollars.

Foreign currency translation, transactions in other than the functional currency

Foreign currency transactions are translated into the entity's functional currency using the exchange rates prevailing at the dates of the transactions. As at a reporting date, assets and liabilities denominated in a foreign currency are translated into the functional currency, as follows:

• Foreign currency monetary items are translated using the spot exchange rate in effect at the reporting date; and
• Non-monetaryitems measured at fair value in a foreign currency are translated using the exchange rate(s) in effect as at the date(s) on which fair value was determined.

Foreign exchange gains or losses resulting from the settlement of such transactions and from the translation as at a reporting date of assets and liabilities denominated in foreign currencies are reflected in profit or loss. There were no significant gains or losses arising from transactions denominated in currencies other than the functional currency for the three months ended March 31, 2024 and 2023.

Foreign currency translation, non-USD functional currency entities

For the preparation of the consolidated financial statements, all assets and liabilities are translated into the presentation currency of U.S. dollars ("USD") using the foreign exchange rate in effect as at the reporting date with Net and comprehensive income (loss) accounts translated using the average exchange rate for the reporting or applicable period. Translation adjustments arising from changes in exchange rates are reported as a component of other comprehensive income and form part of the cumulative translation account in shareholders' equity. When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the translation account related to that foreign operation is reclassified to profit or loss as part of the profit or loss on disposal.

Revenue Recognition

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services, net of expected returns. The Company's performance obligations are satisfied at a point in time.

The Company generally has one performance obligation in its arrangements involving the sale of frequency control and connectivity products. When the terms of a contract include the transfer of multiple products, each distinct product is identified as a separate performance obligation. Generally, satisfaction occurs when control of the promised goods is transferred to the customer in exchange for consideration in an amount for which we expect to be entitled. Generally, control is transferred when legal title of the asset moves from the Company to the customer. We sell our products to a customer based on a purchase order, and the shipping terms per each individual order are primarily used to satisfy the single performance obligation. However, in order to determine control has transferred to the customer, the Company also considers:

Wi2Wi Corporation	Page 8 Management Discussion and Analysis for the Three Months ended March 31, 2024

• when the Company has a present right to payment for the goods;
• when the Company has transferred physical possession of the goods to the customer;
• when the customer has the significant risks and rewards of ownership of the goods;
• when the customer has accepted the goods.

Significant Judgments

Certain of the Company shipments include a limited return right. In accordance with IFRS 15 the Company recognizes revenue net of expected returns. A few distributors have stock rotation rights and have 60 days after a 12 month period to return inventory, at the Company's approval, from the first order placed for any new product. Returned product has historically been insignificant.

Research and Development

Research costs are expensed and development costs are capitalized as an asset if certain criteria are satisfied. The costs incurred in the three months ended March 31, 2024 and March 31, 2023 respectively, did not satisfy the criteria and therefore were expensed.

Share-Based Payments

The Company has a stock option plan and issues stock options to directors, employees and other service providers. The fair value of options granted to employees, including directors, is measured at the grant date, using the Black-Scholes option pricing model, and is recognized over the vesting period, based on the best available estimate of the number of share options expected to vest. Estimates are subsequently revised, if there is any indication that the number of share options expected to vest differs from previous estimates. All share-based remuneration is recognized as an expense in profit or loss with a corresponding credit to reserves. Upon exercise of share options, the proceeds received net of any directly attributable transaction costs and the amount originally credited to reserves are allocated to share capital. Where equity instruments are granted to persons other than employees, profit or loss is charged with the fair value of goods and services received. When the value of the goods or services cannot be specifically identified, they are measured at the fair value of the share-based payment.

Effective May 2017 the Company has a Restricted Share Unit Plan which was established as a method by which equity-based incentives may be awarded to the directors, officers and employees of, and consultants to, the Company to recognize and reward their significant contributions to the long-term success of the Company and to align their interests more closely with the shareholders of the Company.

The fair value of the Restricted Share Units ("RSUs") are measured at fair value at the date of grant and are expensed as compensation costs over the vesting period with a corresponding increase in reserves. Fair value is determined as the average of the highest and lowest selling price of the Company's common stock on the day the RSUs are issued. Upon vesting of the RSUs the amount originally credited to reserves is allocated to share capital.

IFRS

New standards and interpretations adopted January 1, 2024:

No new standards were effective for annual periods beginning on or after January 1, 20243, which had a material impact on the Company's consolidated financial statements.

New standards and interpretations:

There are no new standards not yet adopted that are expected to have a material impact on the Company's consolidated financial

statements.

Non-GAAP Measures

The Company has not used non-GAAP measures in this MD&A.

Risk Factors

The Company's business is subject to significant risks and uncertainties and past performance is no guarantee of future performance. The risks and uncertainties described below are those which the Company currently believe to be material, and do not represent all of the risks that the Company faces. Additional risks and uncertainties, not presently known, may become material in the future or those risks that are currently believed to be immaterial may become material in the future. If any of the following risks actually occur, alone or in combination, the Company's business, financial condition and results of operations, as well as the market price of our common shares, could be materially adversely affected.

Wi2Wi Corporation	Page 9 Management Discussion and Analysis for the Three Months ended March 31, 2024

Litigations

From time to time, third parties have asserted, and may in the future assert claims against the Company related to disputes in the normal course of business. At this time, there are no such claims against the Company which are expected to be material to the Company's results of operations or financial condition.

Lengthy Sales Cycle

The Company's customers will typically perform numerous tests and extensively evaluate its products before incorporating them into their systems. The time required for the testing, evaluation and design of the Company's products into a customer's equipment can take 18 months or more. Because of this lengthy sales cycle, the Company may experience a delay between the time when it increases expenses for research and development and sales and marketing efforts and the time when it generates higher revenues, if any, from these expenditures. In addition, the delays inherent in its lengthy sales cycle raise additional risks of customer decisions to cancel or change product plans. When it achieves a design win, there can be no assurance that the customer will ultimately ship products incorporating its products. The Company's business could be materially adversely affected if a significant customer curtails, reduces or delays orders during the sales cycle or chooses not to release products incorporating the Company's products. The Company's customers are not obligated to purchase products that the Company has designed for them and may cancel their orders at any time.

Competition

The Company will face significant competition. The market for IoT, connectivity solutions and precision timing and frequency control products is highly competitive and rapidly involving. More established and larger companies with strong brands and greater financial, technical and marketing resources compete with Wi2Wi and this competition is expected to intensify, and thus the Company may be unsuccessful in competing against current and future competitors. Many of the Company's competitors and potential competitors have longer operating histories, greater name recognition, complementary product offerings, a larger customer base, and longer relationships with customers and distributors, and significantly greater financial, sales, marketing, manufacturing, distribution, technical, and other resources than the Company has. As a result, they may be able to respond more quickly to customer requirements, to devote greater resources to the development, promotion, and sales of its products and to influence industry acceptance of their products better than the Company can. These competitors may also be able to adapt more quickly to new or emerging technologies or standards and may be able to deliver products with performance comparable or superior to that of the Company's products at a lower cost.

Customers

The Company sells products to OEM's, enterprises, distributors, and has sales agreements with customers comprising a significant portion of our revenue. The Company's business and future success depends on the Company's ability to maintain and build on existing relationships and develop new relationships with OEMs, enterprises, distributors, resellers and network operators. If certain significant customers, for any reason, discontinue their relationship with us or reduce or postpone current or expected purchase orders for products, or suffer from business loss, our revenues and profitability could decline materially.

Reliance on Third Party Distributors and Sales Representatives

The Company has entered into relationships with distributors and sales representatives to sell its products, and the Company will be unable to predict the extent to which these partners will be successful in marketing and selling its products. Moreover, its distributors and sales representatives may also market and sell competing products. The Company's future performance will also depend, in part, on its ability to attract additional distributors or sales representatives that will be able to market and support its products effectively, especially in markets in which it has not previously distributed its products. If it cannot retain or attract quality distributors or sales representatives, its sales and results of operations will be harmed. The inability of the Company to enter into contracts with qualified individuals could have an effect on the growth of the Company's business within the aforementioned regions.

Loss of Key Personnel Due To Competitive Market Conditions and Attrition

The Company's success will depend to a significant extent upon its senior management and key technical and sales personnel. The loss of one or more of these employees could have a material adverse effect on our business. The Company success will depend on its ability to attract and retain qualified technical, sales and marketing, customer support, financial and accounting, and managerial personnel. Competition for such personnel is intense, and it may not be able to retain its key personnel or to attract, assimilate or retain other highly qualified personnel in the future. In addition, it may lose key personnel due to attrition, including health, family and other reasons. The Company may experience difficulty in hiring and retaining candidates with appropriate qualifications. If the Company does not succeed in hiring and retaining candidates with appropriate qualifications, its business could be materially adversely affected.

Reliance on Industry Partners

Wi2Wi Corporation	Page 10 Management Discussion and Analysis for the Three Months ended March 31, 2024