Halo : Q2 2021 MD&A

Halo Collective Inc. (formerly Halo Labs Inc.) Management Discussion and Analysis

For the three and six months ended June 30, 2021

Halo Collective Inc.

Management Discussion and Analysis

For the three months ended June 30, 2021

Expressed in US dollars

This "Management's Discussion and Analysis" ("MD&A") for Halo Collective Inc., an Ontario Corporation ("Halo Collective" or the "Company") has been prepared as at August 13, 2021 and should be read in conjunction with the Condensed Interim Consolidated Financial Statements for the six months ended June 30, 2021 which were prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

Forward looking statements

This MD&A includes certain forward-looking statements that are based upon current expectations which involve risks and uncertainties associated with the Company's business and the economic environment in which the business operates. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements, which are often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting ", "intend", "could", "might", "should", "believe" and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook. The forward-looking statements are not historical facts but reflect the Company's current expectations regarding future results or events. Forward -looking statements contained in this MD&A are subject to several risks and uncertainties that could cause actual results or events to differ materially from current expectations, including t he matters discussed in the section "Risks and Uncertainties" below.

Specifically, this MD&A includes, but is not limited to, forward-looking statements regarding management's goal of creating shareholder value, the ability to fund future operating costs, the timing for future research and development of the Company's current and future technologies, sensitivity analysis on financial instruments that may vary from amounts disclosed, prices and price volatility of the Company's products and general business and economic conditions.

Readers are cautioned that the above factors are not exhaustive. Although management has attempted to identify important factors that could cause actual events and results to differ materially from those described in the forward-looking information, there may be other factors that cause events or results to differ from those intended, anticipated or estimated.

Management believes the expectations reflected in the forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct, and readers are cautioned not to place undue reliance on forward-looking information contained in this MD&A.

The forward-looking information contained in this MD&A is provided as of the date hereof and management undertakes no obligation to update publicly or revise any forward-looking information, whether because of new information, future events or otherwise, except as otherwise required by law. All the forward-looking information contained in this MD&A is expressly qualified by this cautionary statement.

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Halo Collective Inc.

Management Discussion and Analysis

For the three months ended June 30, 2021

Expressed in US dollars

Overview of Halo Collective Inc.

On January 25, 2021, the Company announced that, further to the shareholder approval obtained by the Company at its meeting of shareholders held on December 23, 2020, the Company changed its name from "Halo Labs Inc." to "Halo Collective Inc."

In connection with the name change, the common shares started trading on the OTCQB under the trading symbol "HCANF," on January 28, 2021, and on the Frankfurt Stock Exchange under the trading symbol "A9KM" on January 28, 2021. The common shares of the Company and $0.90 warrants of the Company started trading under the Company's new name on the Neo Exchange Inc. on January 27, 2021. The common shares and warrants will continue to trade on the NEO under the trading symbols "HALO" and "HALO.WT", respectively. The new CUSIP numbers assigned to the common shares and warrants are 40638K101 and 40638K119, respectively.

The Company is an Ontario corporation and a reporting issuer in British Columbia, Alberta, Ontario, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland.

Halo Collective is a cannabis cultivation, manufacturing and distribution company that grows and extracts and processes quality cannabis flower, oils, and concentrates. The Company has sold 19.9 million grams of cannabis flower, oils and concentrates through 57 different product lines to dispensaries in Oregon, California and Nevada since inception. Additionally, Halo Collective has continued to evolve its business through delivering value with its products and now via verticalization in key markets in the United States. With a consumer-centric focus, Halo Collective markets innovative, branded, and private label products across multiple product categories in the United States.

Business Strategy

The Company's focus is to develop the North American assets, in particular cultivation in Oregon and California and dispensaries in California.

On April 21, 2021, the Company announced a plan to pursue a spin-off of certain of its software, device and intellectual property assets into a standalone company to be named Halo Tek Inc. (" Halo Tek "). The transaction is expected to result in the Tek Assets being spun-off into Halo Tek, which will initially be a wholly owned subsidiary of Halo. As part of the transaction, Halo intends to complete a distribution of shares of Halo Tek to the shareholders of Halo. In connection with the transaction, Halo has entered into a subscription agreement with an arms-length investor who has committed to purchase shares of Halo Tek for an aggregate purchase price of $1 million and at a pre-financing valuation. Halo Tek anticipates using the proceeds from the private placement to develop and commercially launch the software, finalize the designs of the devices, and perfect patent applications in respect of the Tek assets.

The proposed spin-off of the Company's software, device and intellectual property assets is a potential first step in unlocking greater value for shareholders. These assets can be licensed to multiple cannabis companies worldwide.

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Halo Collective Inc.

Management Discussion and Analysis

For the three months ended June 30, 2021

Expressed in US dollars

Halo Tek will take ownership of all the assets and intellectual property associated with the following existing subsidiaries of Halo:

• Halo Dispensary Track Software Inc., a subsidiary of Halo, acquired Cannpos Services Corp. (" Cannpos "), a software company that is developing an application to alleviate customer flow constraints currently experienced by dispensaries. Subject to state and local regulations, once fully functional, the application is expected to enable customers to electronically interact with dispensaries, thereby reducing wait times and improving customer experience. Dispensaries may also use the application to display in-store specials, advertise specific products, and track customers' purchasing patterns. The application's tracking capabilities will enable dispensaries to gather business intelligence on end customers in compliance with privacy laws. The application is being designed to be used on a smartphone or tablet and will be available for private distribution once tested and complete. Halo intends to rebrand the application as "DispensaryTrack" and offer it to its retail partners for an ongoing monthly service fee.
• Halo AccuDab Holdings Inc., a subsidiary of Halo, acquired Precisa Medical Instruments Corp., a medical device company that owns the intellectual property related to and is focused on the development of the Accu-Dab THC and CBD oil oral delivery device. The Accu-Dab takes the form of a discrete pen that will allow users to pre-select various doses of measured THC or CBD from 0.01 mL to 0.60 mL for sublingual oral consumption. The Accu-Dab allows for precise dispensation of THC or CBD products accurately and repeatedly to meet the consumer's specific dosing needs through its convenient dial selection mechanism.
• Halo Cannalift Delivery Inc, a subsidiary of Halo, acquired Cannalift Delivery Inc. (" Cannalift "), a software company that is developing a delivery application to be used on a smartphone or tablet and a web-based platform that, once developed, is expected to provide consumers with a convenient method of obtaining cannabis products from their local dispensaries. Subject to local regulations, the application is also expected to enable customers to electronically interact with dispensaries, thereby reducing wait times and improving customer experience.
• Halo Nasalbinoid Natural Devices Corp., a subsidiary of Halo, acquired Nasalbinoid Natural Devices Corp., an ancillary device company that is developing a new innovative delivery device in the form of a nasal inhaler as an alternative to vaping. Various formulations have already been tested and developed.
• Halo acquired 1265292 B .C. Ltd. dba "Cannafeels" (" Cannfeels "), a software company developing an online application to provide consumers with relevant, web-sourced, and curated information about cannabis strains. The application is expected to feature content that can support patients and consumers as they research cannabis strains on their computers, tablets, and smartphones. Through the application, patients and consumers will be able to access this strain-related content before, during, or after visits to clinics and dispensaries, helping them understand how different strains address a range of health issues, as well as beneficial psychological and bodily effects that recreational users may seek.

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Halo Collective Inc.

Management Discussion and Analysis

For the three months ended June 30, 2021

Expressed in US dollars

• Halo acquired 1275111 B .C. Ltd., a company that has developed certain patent-pending intellectual property relating to cannabinoid filtration and purification. The technology filters and purifies the extraction process to result in higher potency levels on a more consistent basis. It has already been implemented at one of Halo's facilities in the first quarter of 2021.

On June 25, 2021, the company announced the reorganization of its non-U.S. operations, Bophelo Bioscience & Wellness Pty. Ltd. ("Bophelo") and Canmart Ltd. ("Canmart"), into a newly formed Alberta corporation called Akanda Corp. ("Akanda").

Akanda will combine the scaled production capabilities of Bophelo, Halo's Lesotho -based cultivation and processing campus, located in the world's first Special Economic Zone (SEZ) containing a cannabis growth operation, with distribution and route-to-market through Canmart, Halo's UK-based fully approved pharmaceutical importer and distributor which supplies pharmacies and clinics within the UK. With a potential maximum licensed canopy area of 200 hectares, Bophelo has scalability that is arguably unmatched in the world today.

The separation of Halo's U.S. and international businesses through the formation of Akanda is the initial step to capitalize on the significant growth opportunities in global cannabis markets and to unlock significant unrealized value for all of Halo's stakeholders.

Cultivation (Growing)

The Company currently cultivates cannabis in Oregon under the following: (i) four Oregon Liquor Control Commission ("OLCC") producer licenses held by a wholly owned subsidiary of the Company, and (ii) an OLCC producer license granted to Halo Winberry by the OLCC. The Company intends to cultivate cannabis only in jurisdictions where it believes its own cultivation activities are necessary to ensure adequate and cost-effective supply of raw cannabis materials to produce cannabis oil and concentrates, as well as the sale of flower and pre-rolls.

In Oregon, the Company holds four OLCC producer licenses for outdoor cannabis cultivation on approximately four acres of farmland. The Company also manages outdoor cannabis cultivation on two additional adjacent acres under third-party production licenses whereby the raw material produced through its third-party management relationship is contracted to the Company. Further, the Company also cultivates cannabis on a ten-acre parcel of property located in Fall Creek, Oregon under a producer license granted by the OLCC. The Company's Oregon cultivation sites help ensure a consistent supply of high-quality raw material for its manufacture of cannabis oils and concentrates. The Company also maintains its cultivation operations in Oregon as a hedge against price volatility for raw cannabis materials. The Company has signed a definitive agreement with Williams Wonder Farms in Oregon. William's Wonder Farms lies on fertile soil near freshwater from the Applegate River with well-established water rights. The William's Wonder brand is well-known and established in the Portland market, where more than 70% of William's sales in Oregon occur. The signing of the definitive agreements for William's Wonder Farms will increase Halo's total harvestable cannabis canopies in Oregon to eleven acres for the 2021 season: three acres at William's Wonder Farms, six acres at East Evan's Creek in Jackson County, one additional acre of pre-purchased cannabis in the Applegate through an offtake agreement with Sidhu

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