OOOOO Entertainment Commerce : 2021 MDA

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended October 31, 2021

OOOOO Entertainment Commerce Limited. - TSXV: OOOO

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OOOOO Entertainment Commerce Limited

Management's Discussion & Analysis

For the year ended October 31, 2021

MANAGEMENT'S DISCUSSION AND ANALYSIS

The following Management's Discussion and Analysis ("MD&A") of OOOOO Entertainment Commerce Limited ("OOOOO" or the "Company") provides a discussion and analysis of the financial condition and results of operations to enable a reader to assess material changes in the financial condition and results of operations of the Company as at and for the year ended October 31, 2021 relative to the period from incorporation on March 19, 2020 to October 31, 2020. The MD&A should be read in conjunction with the audited consolidated financial statements and notes thereto ("consolidated financial statements") of OOOOO for the year ended October 31, 2021 and for the period from incorporation on March 19, 2020 to October 31, 2020.

The consolidated financial statements include the financial statements of the Company and its subsidiaries. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. All inter- company balances and transactions have been eliminated in preparing the consolidated financial statements. Unless stated otherwise or the context otherwise requires, references to "OOOOO" or the "Company" herein include its subsidiaries on a consolidated basis.

Entity	Ownership	Basis of accounting
Video Commerce Group Limited ("Video Commerce")	100%(1)	Consolidated
OOOOO Limited	100%(2)	Consolidated
Fanz Technologies Limited	100%	Consolidated
Shanghai Oufan Network Technology Co., Ltd.	100%(3)	Consolidated

1. On July 19, 2021, the Company acquired 100% ownership of Video Commerce through a reverse takeover transaction.
2. Owned through Video Commerce.
3. Owned through Video Commerce.

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. All amounts included in this MD&A are in Canadian dollar, except where otherwise specified and on a per unit basis.

The Company operates at the following locations:

Head office and corporate:	Suite 23, Citibase Oxford, New Barclay House, 234 Botley Road,
	Oxford, United Kingdom
Registered and Records office:	Suite 1000, 925 West Georgia Street, Vancouver, British
	Columbia, Canada, V6C 3L2

This MD&A has been prepared as of February 28, 2022.

OOOOO Entertainment Commerce Limited. - TSXV: OOOO

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OOOOO Entertainment Commerce Limited

Management's Discussion & Analysis

For the year ended October 31, 2021

NON-IFRS FINANCIAL MEASURES

This MD&A makes reference to "EBITDA" and "Adjusted EBITDA" which are non-IFRS measures. "EBITDA" is defined as earnings before interest, tax, depreciation and amortization and is used by management as a supplemental measure to review and assess operating performance and trends on a comparable basis. "Adjusted EBITDA" is defined as net income or loss, excluding interest expense, income tax expense or recovery, depreciation and amortization, share-based compensation, fair value loss on convertible loan, and listing expenses. These measures are not recognized measures under IFRS, and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company's results of operations from management's perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of the Company's financial information reported under IFRS. Management uses these non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation. As required by Canadian securities laws, the Company reconciles these non-IFRS measures to the most comparable IFRS measures in this MD&A. For definitions and reconciliation of these non-IFRS measures to the relevant reported measures, see "Non-IFRS measures".

FORWARD-LOOKING STATEMENTS

This MD&A contains certain "forward-looking information" within the meaning of Canadian securities legislation ("forward-looking statements"). These forward-looking statements are made as of the date of this MD&A and the Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required under applicable securities legislation. Forward-looking statements relate to future events or future performance and reflect Company management's expectations or beliefs regarding future events and include, but are not limited to, the Company and its operations, its projections or estimates about its future business operations, its planned expansion activities, the adequacy of its financial resources, and future economic performance. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative of these terms or comparable terminology. In this document, certain forward-looking statements are identified by words including "may", "future", "expected", "intends" and "estimates". Examples of forward- looking statements included in this MD&A include, but are not limited to the Company's expectation that existing and new partnerships will continue to drive revenue growth in the future, the expected launch date for Fanz and the markets it will target, the Company's new software development kit. By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, but are not limited to, the Company's future

OOOOO Entertainment Commerce Limited. - TSXV: OOOO

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OOOOO Entertainment Commerce Limited

Management's Discussion & Analysis

For the year ended October 31, 2021

debt levels, the ability to complete and launch new products on time and on budget, the ability to effectively market the Company's products and services, the general health of capital markets and the Company's ability to obtain satisfactory financing on acceptable terms. Additionally, readers should review the factors discussed in the section "Risk Factors" herein and those risk factors disclosed in other publicly available documents filed by the Company on SEDAR at www.sedar.com, including the Company's filing statement dated March 10, 2021. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. The Company provides no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. Readers are advised to consider such forward-looking statements considering the risks set forth in the Risks section of this MD&A. The Company does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws. The Company continues to monitor the impact of the COVID-19 pandemic on our business, our industry and the broader economy. At this time, the Company cannot reasonably estimate the duration or severity of the economic impact to our users and merchant partners caused by the restrictions on daily life to curb the spread of COVID-19, or the ultimate impact on the Company's operations and liquidity.

BUSINESS OVERVIEW

On July 19, 2021, Evermount Ventures Inc. ("Evermount"), a capital pool company as defined by Policy 2.4 of the TSX Venture Exchange (the "Exchange"), acquired all of the issued outstanding 19,666 ordinary shares of Video Commerce in exchange for 35,108,195 subordinate voting shares of the Company ("Subordinate Voting Shares") and 17,332,771 multiple voting shares of the Company ("Multiple Voting Shares") by way of a reverse takeover (the "Transaction"). Upon completion of the Transaction, Evermount changed its name to OOOOO Entertainment Commerce Limited and former shareholders of Evermount held approximately 5.8% of the issued and outstanding shares of the Company.

Evermount was incorporated on April 16, 2012, pursuant to the Business Corporations Act (British Columbia). Video Commerce, now a wholly-owned subsidiary of the Company, is a private limited company incorporated on March 19, 2020 under the Companies Act 2006 under the laws of the United Kingdom and Wales. Video Commerce is located at Suite 23, Citibase Oxford New Barclay House 234 Botley Road, Oxford, United Kingdom.

1. operates a technology platform consisting of several components that enables retailers, brands, entrepreneurs and creators to broadcast product-based opinions through short videos and live, interactive, videos within an iOS and Android application. All of the videos created on the platform by third parties are shoppable within the platform, making it easy for the consumer to purchase an item as they watch the content.

OOOOO Entertainment Commerce Limited. - TSXV: OOOO

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OOOOO Entertainment Commerce Limited

Management's Discussion & Analysis

For the year ended October 31, 2021

The core concept behind OOOOO is to deliver a new form of commerce to users and sellers, a form of shopping that is already very popular in China and known as "entertainment commerce".

OOOOO's subordinate voting shares ("Subordinate Voting Shares") are listed on the Exchange under the symbol "OOOO".

CORPORATE DEVELOPMENTS

Reverse Acquisition Transaction

On July 19, 2021, the Company completed the Transaction and acquired 100% ownership of Video Commerce by issuing 52,440,966 of its shares to acquire all of the 19,666 issued and outstanding securities of Video Commerce. For accounting purposes, the acquisition is considered to be outside the scope of IFRS 3 Business Combinations ("IFRS 3") since the Company, prior to the acquisition, did not constitute a business. As a result, the acquisition is accounted for in accordance with IFRS 2 Share-basedPayment whereby Video Commerce is deemed to have issued shares in exchange for the net assets of the Company together with its listing status at the fair value of the consideration deemed received by Video Commerce. The accounting for this transaction resulted in the following:

1. The consolidated financial statements of the combined entities are issued under the legal parent, OOOOO Entertainment Commerce Limited, but are considered a continuation of the financial statements, assets and operations of the legal subsidiary, Video Commerce.
2. Since Video Commerce is deemed to be the continuing entity for accounting purposes, its assets and liabilities are included in the consolidated financial statements at their historical carrying values.

Since the share consideration allocated to the former shareholders of Evermount on closing is considered within the scope of IFRS 2, and the Company was not able to identify specifically some or all of the goods or services received in return for the allocation of the shares, the value in excess of the net identifiable assets or obligations of Evermount acquired on closing was expensed in the consolidated statement of operations and comprehensive loss as listing expense.

The listing expense of $3,558,262 is comprised of the fair value of the shares of the Company retained by the former shareholders of the Company and other direct expenses of the Transaction less the fair value of the net assets of Evermount that were acquired.

OOOOO Entertainment Commerce Limited. - TSXV: OOOO

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