BEWHERE : MANAGEMENTS DISCUSSION AND ANALYSIS

BEWHERE HOLDINGS INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

BeWhere Holdings Inc.

Management's Discussion and Analysis

For the period ended June 30, 2022

Set out below is a review of the activities, results of operations, and financial condition of BeWhere Holdings Inc. ("BEW", "BeWhere", or the "Company") for the period ended June 30, 2022.

The discussion below should be read in conjunction with the Company's unaudited interim consolidated financial statements and the accompanying notes for the three and six months ended June 30, 2022, which are prepared in accordance with International Accounting Standard ("IFRS") as issued by the International Accounting Standards Board, Interim Financial Reporting. The discussion should also be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2021. Those financial statements were also prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.

All dollar figures included in the following Management Discussion and Analysis ("MD&A") are quoted in Canadian dollars unless otherwise indicated. This MD&A has been prepared as at August 22, 2022.

The Company is a reporting issuer in the provinces of British Columbia, Ontario, and Alberta in Canada and is listed on the TSX Venture under the symbol BEW. Additional information related to the Company is available on SEDAR at www.sedar.com.

1. COVID-19

The COVID-19 experience has highlighted the value of BeWhere's monitoring solutions which provide two significant advantages. First the ability to fully monitor key equipment remotely, and second the collection of detailed data which allows the user to make maximum, efficient use of their assets, be it delivery trucks, construction equipment or grape vines. In fact, the COVID-19 experience has underlined the value BeWhere provides in the collection of key data and solutions that keep operations running efficiently and smoothly even under crisis conditions where physical presence must be restricted.

2. CONTINUED GROWTH

The Company progressed well during the second quarter. Highlights include:

• Total Revenue increased by 20% year over year - Total Revenue for the three months ended June 30, 2022 was $2,727,436 compared to $2,278,809 for the same period in 2021: an increase of $448,627.
• Recurring Revenue increased by 42% year over year - Recurring Revenue for the three months ended June 30, 2022 was $902,246 compared to $635,271 for the same period in 2021: an increase of $266,975.
• Gross Profit increased by 44% year over year - Gross profit for the three months ended June 30, 2022 was $878,617 compared to $608,906 for the same period in 2021: an improvement of $269,711.
• Net operating income increased by 19% year over year - The Company recorded net operating income for the three months ended June 30, 2022, was $154,532 compared to $129,873 for the same period in 2021: an increase of $24,659.

More details on each of these items are provided later in this document.

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BeWhere Holdings Inc.

Management's Discussion and Analysis

For the period ended June 30, 2022

3. BACKGROUND AND OVERVIEW OF CORE BUSINESS - Generation of Smart Data

BeWhere is an Industrial Internet of Things ("IIoT") solutions company that designs, sells and manufactures hardware or beacons, with sensors and software applications to track real-time information on fixed and movable assets, including equipment like trucks and construction equipment. The detailed information provided to owners of these assets allows them to operate these assets at maximum efficiency.

Use for the beacons continues to expand across many sectors including agriculture for the monitoring of weather conditions, and municipal services including water and sewage systems to improve reliability of those services and reduce operating, maintenance and renewing costs. BeWhere's monitors have proven their worth in the following applications:

• Transportation trailer location, temperature monitoring of food products and efficient utilization to reduce idling costs,
• Construction site conditions, including water detection, temperature, air pressure, humidity, and equipment location,
• Atmospheric conditions data in agriculture application to trigger other equipment such as watering,
• Medical equipment utilization and distribution,
• Municipal clean water supply for rapid detection of pipe bursts and to trigger maintenance and operational service.

The most important value that BeWhere solutions deliver is provision of precise data that ranges from location of assets to weather conditions, and at as many points-in-time wanted or needed by the client. The data generated give asset owners very detailed and easily accessible operational visibility that significantly improves the usability and management of assets, triggers just-in-time maintenance, and enhances their capability to deliver reliable and cost-effective services generating maximum value from their assets.

The Company develops mobile applications, middle-ware, and cloud-based solutions that stand-alone or that can readily integrate with existing software. Its solutions are very easy to implement.

BeWhere M-IoT devices are small rugged devices, powered either by two long-life AA batteries or solar energy rechargeable batteries. As they are self-powered, they are simple and quick to install, without any additional electrical wiring. They are configured to report their internal and external sensor data and GPS location to BeWhere's servers via the M-IoT networks. Users can view and manage the information as well as set their reporting frequency to match their requirements through easy-to-understand dashboards. The solution also supports setting alarms and warnings to alert users in real-time. They provide 'electronic eyes' on assets.

These Cellular beacons are a disruptive and new innovative product that have quickly seen traction within the transportation and construction verticals where they are used to monitor the location, activity and conditions of mobile and fixed assets. Transport and construction equipment have been tracked for decades with limited market penetration due to the high-cost factor but our price model overcomes that hurdle. Use for the beacons continues to expand to other industries including agriculture to monitor weather conditions, and smart-city applications to monitor water systems. The data collected allows businesses to lower its operating costs and provide significantly enhanced customer service.

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BeWhere Holdings Inc.

Management's Discussion and Analysis

For the period ended June 30, 2022

There are a number of features which uniquely position BeWhere for growth:

1. BeWhere is an early entrant launching new low-cost,low-powered,location-based data solutions.
2. BeWhere partners with a growing network of developers and resellers, including some of the largest North American fleet management/telematics companies, wireless carriers, and enterprise software solution providers. The advantage of working through partners, including telecommunication providers such as Bell, allows BeWhere to shorten the sales process and bring new product and application solutions to market more quickly. It also provides for an expanded customer base and allows for quick market penetration. BeWhere also works with in-house developers of client firms, and third-party software providers to develop tailored solutions that may be cost-effective.
3. The level of flexibility and accessibility provided to asset owners is significant, it gives them 'electronic eyes' on their assets. Our key innovation lies in the ability to allow manufacturers and clients to connect their own existing sensors to BeWhere's M-IoT devices, enabling them to use BeWhere solutions and dashboards which delivers data over the cellular network without having to design, or invest in, a separate cellular device. This will allow BeWhere to expand into an untapped market.
4. BeWhere has an established client base in verticals such as transportation, construction, utilities and municipalities to which it can provide and expand its suite of services.

As the application of its monitors becomes better known, BeWhere is well positioned to serve an increasingly broader market.

BeWhere Holdings Inc. (TSX-V: BEW, OTCQB: BEWFF) (the "Company" or "BeWhere") was incorporated on October 28, 2003, under the Ontario Business Corporations Act. The Corporation continued into British Columbia from Ontario on May 22, 2015, as evidenced by the Certificate of Continuation issued on that date and pursuant to the provisions of the Business Corporations Act (British Columbia). The primary office of the Company is located at 2475 Skymark Avenue Mississauga, Ontario L4W 4Y6.

4. SIGNIFICANT HIGHLIGHTS

The following were key aspects for the period ended June 30, 2022

Innovation and Business Update

On May 18, 2022, the Company received acceptance from TSX Venture Exchange to the Company's intention to purchase by way of a Normal Course Issuer Bid of up to an aggregate of 4,416,074 of its Common Shares, representing approximately 5% of the issued and outstanding Common Shares of the Company. The normal course issuer bid commenced on May 24, 2022 and will terminate on May 23, 2023 or the earlier of the date all shares which are subject to the Normal Course Issuer Bid are purchased. Purchases subject to the Normal Course Issuer Bid will be carried out pursuant to open market transactions through the facilities of the TSX Venture Exchange and the price which the Corporation will pay for the Common Shares acquired by it will be the market price of the Common Shares at the time of acquisition. During the period ended June 30, 2022, the Company

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BeWhere Holdings Inc.

Management's Discussion and Analysis

For the period ended June 30, 2022

purchased 52,500 common shares at average price of $0.2286. These common shares were cancelled.

The Company continues to focus on its strategies of enabled growth by working on developing contracts and business opportunities with fleet management companies and service providers in North America. Our strategy of working with companies, who have existing relationships with the end users, is already paying off as it greatly diminishes the sales cycle. This strategy allows BeWhere to expand its marketing reach with a minimum sales force and therefore keep overheads low.

The Company continues to invest in the development of next generation devices and solutions. The Company expects these new solutions to both improve product margin, enhance functionality and reduce price points ensuring continued leadership in the M-IOT asset tracking and connected sensor markets.

The Company continues to work on a number of other opportunities in its sales pipeline.

Total Comprehensive profit

Total comprehensive profit for three months ended June 30, 2022 was $154,532 as compared to $129,873 for the same period in 2021 an improvement of $24,659 or 19%. For the six months ended June 30, 2022 Total Comprehensive profit was $170,694 as compared to $94,184 for the same period in 2021 an improvement of $76,510 or 81%

Revenue increase

Total Revenue for the three months ended June 30, 2022 was $2,727,436 compared to $2,278,809 for the same period in 2021: an increase of $448,627 or 20%. For the six months ended June 30, 2022 the revenue was $5,094,271 which increased by 27% or $1,085,012 from $4,009,259 for the same period in 2021.

Recurring Revenue for the three months ended June 30, 2022 was $902,246 compared to $635,271 for the same period in 2021: an increase of $266,975 or 42%. For the six months ended June 30, 2022 the Recurring revenue was $1,714,185 as compared to $1,373,035 for the same period in 2021, a increase of $341,150 or 25%.

Gross profit

Gross profit for the three months ended June 30, 2022 was $878,617 compared to $608,906 for the same period in 2021: an improvement of $269,711 or 44%. For the six months ended June 30, 2022 the gross profit was $1,615,598 which increased by 55% or $572,582 from $1,043,016 for the same period in 2021.

Gross margin

Gross margin for the three months ended June 30, 2022 was 32% which improved by 6% compared to 26% for the same period of 2021. Gross margin for three months ending March 31, 2022, which was 31%.

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