Halo : Q4 2021 MD&A

Halo Collective Inc. (formerly Halo Labs Inc.)

Management Discussion and Analysis

For the year ended December 31, 2021

Halo Collective Inc.

Management Discussion and Analysis For the year ended December 31, 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 March 31, 2022, and should be read in conjunction with the Consolidated Financial Statements for the year ended December 31, 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 the 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 year ended December 31, 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 "HCAND," 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 $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.

Effective October 8, 2021, the Company has consolidated its common shares based on one post-consolidation common share for every 100 pre-consolidation common shares. All share figures and references are retrospectively adjusted.

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 29.1 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. Following the focus on the core competence, management has decided to spin-off the international assets and the technology assets.

Cultivation (growing)

Oregon

• • 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

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Halo Collective Inc.

Management Discussion and Analysis For the year ended December 31, 2021

Expressed in US dollars

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;

• • On July 23, 2021, the Company entered into an asset purchase agreement, pursuant to which its wholly owned subsidiary ANM, Inc. will acquire the William's Wonder Farms cannabis cultivation business in Oregon, including all trademarks, light dep flower, licenses issued by the Oregon Liquor Control Commission ("OLCC") and subject to OLCC approvals, equipment, and related operating assets. ANM Williams Farm LLC, an indirect wholly owned subsidiary of Halo, will acquire three Tier II marijuana production licenses and related operating assets, including vegetative, cloning and other propagation equipment and shipping containers;

• • Upon signing the asset purchase agreement, Halo will assist with the day-to-day operations of the William's Wonder Farms business under the terms of a services agreement and will purchase 100% of the product cultivated at the premises pursuant to an offtake agreement;

• • The signing of the definitive agreements for William's Wonder Farms will increase Halo's total harvestable cannabis canopies in Oregon to eleven acres: three acres at William's Wonder Farms, six acres at East Evan's Creek in Jackson County, 1 additional acre of pre-purchased cannabis in the Applegate and one acre at Fall Creek's Winberry Farm. As at December 31, 2021, no biological assets were transferred from Williams Wonder to the Company;

• • On September 1st, 2021, the Company closed the acquisition of Food Concepts LLC, the master tenant of an approximately 55,000 square foot indoor cannabis cultivation, processing, and wholesaling facility in Portland, Oregon operated under the Pistil Point name, and the related licenses issued by the OLCC and other operating assets owned by the entities doing business as Pistil Point. The Pistil Point Acquisition is subject to approval by the OLCC and is expected to close in early 2022. As at December 31, 2021, no biological assets were transferred from Pistil Point to the Company. As noted in the Services and Offtake agreement, Halo has taken over management of day-to-day operations of Food Concepts LLC and related entities.

California

• • In California, the Company has decided not to build out Ukiah Ventures, and is looking to dispose of the assets it owns;

• • The Company intends to continue to leverage its relationships with cannabis cultivators from the Emerald Triangle a region in Northern California comprising Humboldt, Lake, Mendocino and Trinity Counties and is considered to be the largest cannabis-producing region in the U.S. As previously announced in September 2020, the Company partnered with Green Matter Holding Inc. ("Green Matter") to purchase 1,600 acres of farm property in Lake County, California (the "Farm"). The Farm was purchased by Lake County Natural Health LLC ("LCNH"), which is owned

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Halo Collective Inc.

Management Discussion and Analysis For the year ended December 31, 2021

Expressed in US dollars

50% by the Company's wholly owned indirect subsidiary, PSG Coastal Holdings LLC ("PSG") and 50% by Green Matter;

Triangle Canna Corp. ("Triangle Canna") and a wholly owned subsidiary of Triangle Canna (the "Farm OpCo") have received and paid for 271 provisional licenses from the California Department of Cannabis Control, the state regulator. Each license allows up to 10,000 square feet of canopy and implies state entitlements for 62.22 acres of canopy. Triangle is beginning the process of converting these to annual state licenses. Four additional licenses are in the process of being considered for annual licensure already, with a total of 275 licenses more to be converted. Additionally, the Farm has submitted an application to Lake County, California, for a local Major Use Permit to cultivate on the state approved acreage.

The local application contemplates two phases for build-out:

Phase one:

• a) 63 A-type 3 medium outdoor cultivation licenses (62.2 acres);

• b) 1 A-type 13 self distribution license.

Phase two (full build-out):

• a) 43 A-type 3 medium outdoor cultivation licenses (42.7 acres);

• b) 34 A-type 3B medium mixed light (greenhouse) cultivation licenses (17 acres);

• c) 1 cannabis processing license for a new 60,000 square foot facility.

• • LCNH and the Farm OpCo have entered into a commercial lease agreement (the "Lease") pursuant to which LCNH will lease to the Farm OpCo four separate parcels of property comprising the Farm, as well as certain buildings, structures, and improvements. The Company, through its subsidiary, Mendo Distribution and Transportation LLC ("MDT"), and Green Matter have entered into product purchase agreements with Farm OpCo pursuant to which MDT and Green Matter will each purchase 25% (for an aggregate of 50%) of Farm OpCo's yearly harvest.

Nevada

In Nevada, the Company has historically collaborated with its Nevada operating partner, Just Quality LLC ("Just Quality"), on the manufacture and sale of cannabis extracts pursuant to a management agreement with Just Quality, which was originally intended to be in place pending the acquisition by the Company of Just Quality's Nevada cannabis licenses pursuant to an asset purchase agreement. Due to economic conditions effected by the COVID-19 Virus, Halo has made the strategic decision to exit the Nevada market. The Company and Just Quality will dissolve the joint venture and cease Nevada operations. The Company will return the licenses to Just Quality and Just Quality will return the shares received as consideration for the licenses to the Company.

Production (manufacturing)

The Company's core competency is the production (also referred to as manufacturing and extraction) of cannabis oil and concentrates for sale to retail businesses and wholesale distributors as finished

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