Urbanimmersive : Annual MD&A

URBANIMMERSIVE INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2021

DATED JANUARY 24, 2022

Urbanimmersive Inc.

Management discussion and analysis for the fiscal year ended September 30, 2021

This management's discussion and analysis of financial position and results of operations ("MD&A"), is prepared as of January 24, 2022, and complements the audited consolidated financial statements of Urbanimmersive Inc. ("Urbanimmersive" or the "Corporation"), including its wholly-owned subsidiaries, Immersolution Canada, Immersolution Mexico, EGP Technovirtuel Inc. and Graphique ID Solutions Inc., for the year ended September 30, 2021, which are compared to the year ended September 30, 2020.

All financial information has been prepared in accordance with International Financial Reporting Standards ("IFRS") and all amounts are in Canadian dollars unless otherwise indicated. Additional information is provided in the Corporation's audited consolidated financial statements for the year ended September 30, 2021.

The audited consolidated financial statements and the MD&A have been reviewed by the audit committee and approved by the Corporation's Board of Directors on January 24, 2022. These documents and more information about the Corporation are available on SEDAR at www.sedar.com.

FORWARD LOOKING STATEMENTS

Certain statements made in this MD&A are forward-looking statements or information. The Corporation is hereby providing cautionary statements identifying important factors that could cause the Corporation's actual results to differ materially from those projected in the forward-looking statements. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "may", "is expected to", "anticipates", "estimates", "intends", "plans", "projection", "could", "vision", "goals", "objective" and "outlook") are not historical facts and may be forward-looking and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. In making these forward-looking statements, the Corporation has assumed that the current market will continue and grow and that the risks listed below will not adversely impact the business of the Corporation. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes may not occur or may be delayed. The risks, uncertainties and other factors, many of which are beyond the control of the Corporation that could influence actual results are summarized under the heading "Risks and Uncertainties".

Further, unless otherwise noted, any forward-looking statement speaks only as of the date of this MD&A, and, except as required by applicable law, the Corporation does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors and to assess in advance the impact of each such factor on the business of the Corporation, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement.

ABOUT URBANIMMERSIVE

Urbanimmersive develops and commercializes real estate photography technologies and services focused on redefining industry visual content standards. The Company all-in-one platform enables high-volume photography businesses to increase operational productivity delivering feature-rich 3D tours and floor plans, leading-edge property websites and high-resolutionAI-indexed images. The Company operating segments include software (SaaS), 3D photography equipment and, in a growing number of North American cities, technology-powered real estate photography service business units leading the industry photo-shoots standards transformation.Learn more at urbanimmersive.com.

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Urbanimmersive Inc.

Management discussion and analysis for the fiscal year ended September 30, 2021

HIGHLIGHTS

• For Q4-21, the Company generated revenues of $1,090k compared to revenues of $1,441k for Q4- 20, a decrease of $351k or 24%. This decrease of $351k is explained by the significant decrease in sales of 3D photography equipment (-$419k) and the decrease in SaaS revenues (-$238k or -25%), partially offset by the addition of service revenues (+$307k) coming from the photography agencies acquired on June 30, 2021;
• For 2021, the Company generated revenues of $4,069k compared to revenues of $4,594k for 2020, a decrease of $525k or 11%. This decrease of $525k is explained by the significant decrease in sales of 3D photography equipment (-$603k) as well as the decrease in SaaS revenues (-$209k or -7%), partially offset by the addition of service revenues (+$307k) coming from the photography agencies acquired on June 30, 2021;
• Sales of 3D immersive tours in Q4-21 increased by 237% when compared to Q4-20 while having increased by 207% in 2021 while compared to 2020;
• On April 5, 2021, the Company closed a non-brokered private placement of $2.9m. In June 2021, the Company adopted an accelerated growth plan while $1.6m was used to complete the strategic acquisitions of 3 real estate photography agencies, namely EGP Technovirtuel Inc. ('EGP'), Graphique ID Solutions Inc. ('Graphique ID') and La Clique Mobile;
• During the year, the Company reduced its long-term debt by $4.7m, with $4.5m following the conversion of all of its convertible debentures;
• During the year, the Company launched many new products, in particular UI Capture 2.0, a dollhouse and its flagship interactive 3D tour, UiMeet3D, for which 3 patent applications were filed during the year.

IMPACT OF COVID-19 AND REAL ESTATE MARKET

During 2021, the global health crisis related to Covid-19 continued to have a major impact on the global economy, financial markets as well as on the Company's financial results. Among other things, the seller- friendly market largely eliminates the need for marketing tools such as 3D immersive tours to facilitate the sale of properties. In addition, the number of real estate transactions is near historical lows these days whichhas a direct impact on the Company's revenues which are still mainly transactional to this day.

The Company continues to assess the situation regularly and whether steps need to be taken to minimize the impact on the business. Among other things, the Company was able to continue to benefit from the Canada Emergency Wage Subsidy ("CEWS") for a cumulative amount of $303k during the current fiscal year. For the moment, the good financial situation of the Company, the recent success of integrating its new photography agencies and the accentuated trend towards the virtual digitization of all types of environments allow the Company to be confident to be able to pursue its business plan and its currently deployed business strategy. Thanks to its good market positioning, its global offer and its successful new monthly packages, the Company could expect be able to benefit greatly from a return to a more normal and balanced real estate market by renewing its growth, increasing its recurring revenues and further consolidating its leading position in SaaS and service marketing solutions markets intended, among otherthings, for the real estate market.

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Urbanimmersive Inc.

Management discussion and analysis for the fiscal year ended September 30, 2021

ACHIEVEMENTS

"During the year, despite having once again to navigate a particularly challenging real estate market, we are proud of the results achieved. Our growth strategy based on the addition of photography services in order to be able to offer a global turnkey offer to our customers, in particular in the form of monthly subscriptions packages, began to yield very positive results and allowed us to increase the adoption of our SaaS solutions such as our immersive 3D tours and UiMeet3D. This key addition of a photography servicealso diversifies our activities, brings new business opportunities and increases our revenues and profits.

Given the strong adoption by the real estate brokers of our new monthly subscription packages which has already reached more than 20% two months after its launch, the strong growth in demand for our immersive 3D tours, floor plans and UiMeet3D, our complete offer and extensive network of photographers following the acquisitions of photography agencies completed recently and an expected return to a more balanced real estate market, we are very well positioned and particularly excited about what is coming for2022 ", said Ghislain Lemire, President and Chief Executive Officer.

OPERATING RESULTS ANALYSIS

	Three-month	Three-month	Twelve-month	Twelve-month
	period ended	period ended	period ended	period ended
	Sept. 30, 2021	Sept. 30, 2020	Sept. 30, 2021	Sept. 30, 2020
	In thousands $	In thousands $	In thousands $	In thousands $
Revenues	1,090	1,441	4,069	4,594
COGS and direct charges	423	529	1,440	1,472
Gross margin	668	911	2,629	3,123
(before amortization)
Amortization	258	159	730	564
Operating expenses	671	305	2,622	2,073
EBITDA*	80	604	128	1,050
Other expenses **	1,569	263	3,238	871
Net income (loss)	(1,577)	182	(3,709)	(413)
Basic and diluted net income (loss)
per share	(0.05)	0.00	(0.15)	(0.03)

• 2021 EBITDA has been adjusted for the non-recurring expenses incurred for the acquisition costs ($64k), subsidiary setup costs ($21k), restructuring charges ($19k) and legal fees incurred for the Company' listing on OTCQB ($17k).

• The increase in other expenses is mainly explained by the non-recurring adjustment required to the fair values of embedded derivatives on convertible debentures upon conversion into shares ($2,926k in 2021).

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Urbanimmersive Inc.

Management discussion and analysis for the fiscal year ended September 30, 2021

THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2021 COMPARED TO THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2020

The net loss for Q4-21 amounts to $1,577k compared to a net profit of $182k for Q4-20, a decrease of $1,759kwhich is explained by the following variations:

PRODUCTS

In Q4-21, the Company's revenues totaled $1,090k compared to $1,441k for Q4-20, a decrease of -$351k or - 24%. This decrease of $351k is explained by the significant decrease in sales of photography equipment (- $419k) and the decrease in SaaS revenues (-$238kor -25%),partially offset by the addition of servicerevenues (+$307k) coming from photography agencies acquired on June 30, 2021.

The significant decline in sales of photography equipment (-$419k) is explained both by a return to a more normal level of sales, whereas last year's sales had been amplified by the general confinement related to the health crisis while several photographers took the opportunity to buy and train themselves with newcameras as well as the arrival of new more affordable 3D cameras.

The decline in SaaS revenues (-$238k or -25%) is largely explained by the challenging real estate market conditions which combine a very low number of real estate transactions in sharp decline over last year anda seller real estate market with very quick sales turnover in which little or no marketing is required. Even so, Q4-21'simmersive 3D immersive tours increased by 237% while compared to Q4-20.

GROSS MARGIN (BEFORE AMORTIZATION)

For Q4-21, the Company recorded a gross margin (before amortization) of $668k (61.3%) compared to $911k (63.2%) for Q4-20. This decrease of $243k is explained by the decrease in the cost of sales related to the decrease in sales of 3D photography equipment as well as an increase in direct costs (+$217k) for salariesand benefits following the addition of a post-productionteam for floor plans and measurements.

For Q4-21, the gross margin generated is 81.3% for software ("SaaS"), 34.9% for photo service and -12% forresale of 3D photography equipment.

The direct costs of $343k consist mainly of wages and benefits for the photographers and the post- production team ($280k), credit card processing fees ($31k), sub-contractors ($12k) and delivery charges($10k).

AMORTIZATION

The increase of amortization of $99k between Q4-20 and Q4-21 is mainly explained by the additional investments made on the Company's transactional platforms throughout the year.

OPERATING EXPENSES

For Q4-21, operating expenses totaled $671k compared to $305k in Q4-20, an increase of $366k. This increaseof $366k is mainly explained by the increase in wage and employee benefits (+$336k) and consulting fees (+$81k), a gain on write-off of a supplier debt in 2020 (+$64k) and the general increase in expenses followingthe acquisition of the photography agencies on June 30, 2021.

The increase in wage and employee benefits (+$336k) and consulting fees (+$81k) is mainly explained by the addition of employees through the acquisition of 3 photo agencies in June 2021, the reduction in

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