SPARQ : MD&A - Q1 2022

SPARQ CORP.

(formerly, MJ Innovation Capital Corp.) Management's Discussion and Analysis For the three months ended March 31, 2022 Dated May 24, 2022

- 1 -

Management's Discussion and Analysis

This Management's Discussion and Analysis ("MD&A") has been prepared by management of SPARQ Corp. (formerly, MJ Innovation Capital Corp.) (the "Company") and should be read in conjunction with the Company's condensed interim consolidated statements for the three months ending March 31, 2022 and March 31, 2021 (the "Interim Financial Statements") and the audited consolidated financial statements and notes thereto for the years ending December 31, 2021 and December 31, 2020 (the "Annual Financial Statements" and together with the Interim Financial Statements, the "Financial Statements"). The Financial Statements have been prepared using International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee. All amounts are in Canadian dollars unless otherwise specified. The Financial Statements may be found under the Company's SEDAR profile at www.sedar.com.

This MD&A contains commentary from the Company's management regarding the Company's strategy, operating results, financial position and outlook. Management is responsible for the accuracy, integrity, and objectivity of the MD&A, and develops, maintains and supports the necessary systems and controls to provide reasonable assurance as to the accuracy of the comments contained herein.

The Audit Committee and the Board of Directors provide an oversight role with respect to all public financial disclosures by the Company. The Board of Directors approves the Financial Statements and MD&A after the completion of its review and recommendation for approval by the Audit Committee, which meets periodically to review all financial reports prior to filing.

Forward-Looking Statements

Certain statements contained in this MD&A constitute "forward-looking information" and "forward- looking statements". All statements other than statements of historical fact contained in this MD&A. Such statements can, in some cases, be identified by the use of forward-looking terminology such as "expect," "likely", "may," "will," "should," "intend," or "anticipate," "potential," "proposed," "estimate" and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen, or by discussions of strategy. The forward-looking statements included in this MD&A are made only as of the date of this MD&A and the Company assumes no obligation to update or revise them to reflect subsequent information,events or circumstances or otherwise, except as required by applicable securities laws.

Forward-looking statements in this MD&A are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. Management provides forward-looking statements because it believes they provide useful information to readers when considering their investment objectives and cautions readers that the information may not be appropriate for other purposes.

Factors which could cause the actual results to differ materially from current expectations include but are not limited to:

• if demand for solar energy solutions does not grow or grows at a slower rate than anticipated, including as a result of the ongoing COVID-19 pandemic, the Company's business will suffer;
• the rapidly changing solar industry makes it difficult to evaluate the Company's current business and future prospects;
• an increase in interest rates or tightening of the supply of capital in the global financial markets could make it difficult for end-users to finance the cost of a solar photovoltaic ("PV") system and could reduce the demand for smart energy products and thus demand for the Company's products;
• defects or performance problems in our products could result in loss of customers, reputational damage, and decreased revenue, and the Company may face warranty, indemnity, and product liability claims arising from defective products;
• • 2 -

• the Company depends on sole-source and limited-source suppliers for key components and products. If the Company is unable to source these components and products on a timely basis, the Company will not be able to deliver its products to customers;
• the Company depends upon a sole-source and small number of outside contract manufacturers, and business and operations could be disrupted if the Company encounters problems with these contract manufacturers;
• if the Company or its contract manufacturers are unable to obtain raw materials in a timely manner or if the price of raw materials increases significantly, production time and product costs could increase, which may adversely affect the Company's business;
• manufacturing problems could result in delays in product shipments, which would adversely affect the Company's revenue, competitive position and reputation;
• the products manufactured by the Company use a number of electronic components such as semiconductor switches, semiconductor chips, magnetics and capacitors. The impact of COVID-19 has resulted in a shortage of some of these components. It is unclear if the shortage will improve in the near future and such supply shortages could negatively impact the Company's ability to supply its products to customers, which could have an impact on revenue;
• the Company relies primarily on distributors, installers and providers of solar financing to assist in selling products to customers, and the failure of these customers to perform at the expected level, or at all, would have an adverse effect on the Company's business, financial condition and results of operations;
• mergers in the solar industry among the Company's current or potential customers may adversely affect its competitive position;
• the solar industry is highly competitive, and the Company expects to face increased competition as new and existing competitors introduce products or develop alternative technologies, which could negatively impact its business, financial condition and results of operations;
• the loss of, or events affecting, one of the Company's major customers could reduce its sales and have an adverse effect on the Company's business, financial condition and results of operations;
• the Company's microinverter products may not achieve broader market acceptance, which would prevent the Company from increasing its revenue and market share;
• the Company's recent and planned expansion into existing and new markets could subject it to additional business, financial and competitive risks;
• we may fail to capture customers in the new product and geographic markets that we are pursuing;
• if the Company fails to retain key personnel or if the Company fails to attract additional qualified personnel, the Company may not be able to achieve its anticipated level of growth and its business could suffer;
• any failure by management to properly manage growth could have a material adverse effect on its business, operating results, and financial condition;
• if the Company is unsuccessful in continuing to expand its direct-to-consumer sales channel by driving purchases through its website, the Company's business and results of operation could be harmed;
• use of social media may materially and adversely affect the Company's reputation or subject it to fines or other penalties;
• the Company is subject to insurance-related risks;
• credit risk;
• liquidity risk;
• foreign currency risk;
• conflicts of interest;
• if the Company fails to protect or incur significant costs in defending its intellectual property and other proprietary rights, the Company's business and results of operations could be materially harmed;
• third parties may assert that the Company is infringing upon their intellectual property rights, which could divert management's attention, cause the Company to incur significant costs and prevent it from selling or using the technology to which such rights relate;
• the Company's failure to obtain the right to use necessary third-party intellectual property rights
• • 3 -

on reasonable terms, or the Company's failure to maintain, and comply with the terms and conditions applicable to these rights, could harm the Company's business and prospects;

• the Company may not be able to protect and enforce its trademarks and trade names, or build name recognition in our markets of interest thereby harming its competitive position;
• obtaining and maintaining patent protection depends on compliance with various required procedures, document submissions, fee payments and other requirements imposed by governmental patent agencies, and the Company's patent protection could be reduced or eliminated for non-compliance with these requirements;
• patent terms may be inadequate to protect the Company's competitive position on its products for an adequate amount of time;
• the Company relies on trade secrets;
• changes in laws and regulations;
• the Company's anticipated international sales subject us to additional risks that could adversely affect its business, results of operations and financial condition;
• the Company may be involved in legal proceedings from time to time and, while management cannot predict the outcomes of such proceedings and other contingencies with certainty, some of these outcomes could adversely affect the Company's business and financial condition;
• the reduction, elimination or expiration of government subsidies and economic incentives for on-grid solar electricity applications could reduce demand for solar PV systems and harm the
  Company's business;
• the Company's gross profit may fluctuate over time, which could impair our ability to achieve or maintain profitability;
• we may be under pressure to reduce the prices of the Company's products, which may adversely affect the Company's gross margins;
• a drop in the retail price of electricity derived from the utility grid or from alternative energy sources, or a change in utility pricing structures, may harm the Company's business, financial condition and results of operations;
• if the Company does not forecast demand for its products accurately, the Company may experience product shortages, delays in product shipment, excess product inventory, difficulties in planning expenses or disputes with suppliers, any of which will adversely affect the Company's business and financial condition;
• currently the Company has two major customers and the loss of one or both may cause fluctuations or declines in the Company's revenues;
• parties with whom the Company does business may be subject to insolvency risks or may otherwise become unable or unwilling to perform their obligations to the Company;
• natural disasters, public health events, significant disruptions of information technology systems, data security breaches, or other catastrophic events could adversely affect the Company's operations;
• COVID-19;
• general global economic conditions;
• access to capital;
• estimates or judgments relating to critical accounting policies;
• quarterly performance variation;
• market for the common shares;
• no history of payment of cash dividends;
• reporting issuer status;
• significant sales of common shares;
• analyst coverage;
• tax issues; and
• potential undisclosed liabilities associated with the Amalgamation.

Please refer to the Company's filing statement dated December 23, 2021 (the "Filing Statement") for a detailed description of the risk factors associated with the Company. The Filing Statement may be found under the Company's SEDAR profile at www.sedar.com.

- 4 -

Description of the Company's Business

The Company was incorporated under the Business Corporations Act (Ontario) on November 13, 2018. On December 31, 2021, the Company completed its qualifying transaction pursuant to the rules of the TSX Venture Exchange (the "Qualifying Transaction"), resulting in a reverse takeover of the Company by SPARQ Systems Inc. ("SPARQ"). The Qualifying Transaction was completed by way of

1. three-corneredamalgamation (the "Amalgamation") pursuant to which, among other things, (i) SPARQ amalgamated with a wholly-owned subsidiary of the Company, incorporated for the purposes of the Amalgamation, pursuant to the provisions of the Business Corporations Act (Ontario), and (ii) all of the outstanding common shares in the capital of SPARQ (the "SPARQ Shares") were cancelled and, in consideration therefor, the holders thereof received post-consolidation common shares in the capital of the Company on a 1:1 basis.

Prior to the completion of the Qualifying Transaction, the Company changed its name to "SPARQ Corp." and consolidated its common shares on a 1.25:1 basis. In addition, SPARQ completed a consolidation of the SPARQ Shares on a 10.8085146:1 basis.

In connection with the Qualifying Transaction, on December 22, 2021, SPARQ completed a brokered private placement of subscription receipts (each, a "Subscription Receipt") at a price of $0.50 per Subscription Receipt, pursuant to which SPARQ issued an aggregate of 20,000,000 Subscription Receipts for aggregate gross proceeds of $10,000,000 (the "Offering"). Concurrent with closing of the Qualifying Transaction, each Subscription Receipt was converted into units of the Company consisting of one common share and one common share purchase warrant (each, a "Warrant") with each such Warrant entitling the holder thereof to acquire one common share at an exercise price of $0.75 per share for a period of 24 months from the date of issuance, pursuant to the provisions of a subscription receipt agreement entered into among the Company, SPARQ, Echelon Capital Markets (the "Agent") and TSX Trust Company dated December 22, 2021. In connection with the Offering, 1,258,250 compensation options (the "Compensation Options") were issued to members of the selling group, with each such Compensation Option being exercisable for one common share and one Warrant on the same terms as those issued pursuant to the Offering.

The Company designs and manufactures next generation single-phase microinverters for residential and commercial solar electric applications. The Company has developed a proprietary PV solution called the Quad; the Quad inverter optimizes four PV modules with a single microinverter, simplifying design and installation, and lowering cost for solar power installations when compared to existing market offerings.

The address of the Company's registered and head office is 945 Princess Street, Box 212, Kingston, Ontario K7L 0E9. The common shares are listed for trading on the TSX Venture Exchange under the symbol "SPRQ" and the Warrants are listed for trading under the symbol "SPRQ.WT".

COVID-19

Since the commencement of the COVID-19 outbreak in the early part of the year ended December 31, 2020, there have been significant disruptions to organizations throughout Canada and the rest of the world, resulting in a general economic slowdown.

The Company has been monitoring announcements and guidelines published by civil authorities with regards to the health and safety matters at its premises. The Company has experienced supply chain issues and challenges to its sales during the COVID-19 pandemic, and has attempted to mitigate the resulting cash flow reductions by accessing available federal government support programs.

Going forward, it is not possible to estimate the duration or severity of the impacts on the Company's revenue stream or cost patterns arising from the COVID-19 pandemic.

- 5 -