MANAGEMENT DISCUSSION AND ANALYSIS FOR THE 1ST QUARTER ENDED JULY 31, 2016 (IN CANADIAN DOLLARS UNLESS OTHERWISE STATED)

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According to technology industry publication Heavy Reading, there are roughly 17 million Wi-Fi hotspots deployed by the US cable industry alone3. These Wi-Fi hotspots, deployed alongside countless other un-coordinated hot spots has led to massive interference problems – compounding the capacity issues.

Adding to the demand facing Wi-Fi networks, the growing trend toward the Internet of Things4, where common household and office devices are being connected wirelessly, we believe the high-density and interference problems will continue to plague wireless networks for the years ahead.

In focusing on the issues facing the growing proliferation of Wi-Fi enabled devices, our vision to fix painfully slow Wi-Fi in high-density applications maps directly to our core technology strengths of wireless interference mitigation. Our patented multi-channel WiFi3tm technology is a key application of our expertise and we have structured the company in three Business Units:

1. High-Density Wi-Fi Solutions 2. OEM and Licensing 3. IP Monetization

Operating results for the quarter ending July 31, 2016 reflect our increased focus on the High Density Wi-Fi Solutions business unit in addition to our strategic engagement with CableLabs (www.cablelabs.com) and UpRamp (www.upramp.com). The strategic engagement with CableLabs will enhance Edgewater Wireless’ focus on and grow our market opportunity in the cable industry and MSO markets. Key activities and results for the period are as follows:

As of July 31, 2016, we closed the quarter with a backlog of $106.6K, compared to $26K as of April 30, 2016. The product backlog includes orders confirmed for products planned to be shipped within two to three quarters to customers with approved credit status. Of note, the majority of the backlog was driven by a Design Win at a Fortune 500 customer who has completed initial prototyping and is preparing for regional pilots.

On August 24, 2016, outside the reporting period, we closed a fully subscribed, non-brokered private placement which raised gross proceeds of $2,500,250. Funds from the private placement will be used to support the Company’s activities with a Fortune 500 customer and their project as well as for marketing programs and to continue to drive development of Edgewater Wireless sales channels and customers. The Company will also begin targeting new verticals such as the Cable Industry (MSOs) with the traction and visibility provided by our participation in the CableLab’s UpRamp program.

Following the reporting period, we were one of four companies, from applicants around the world, chosen for the UpRamp™ Fiterator Program, a CableLabs commercial subsidiary. The Fiterator is an intensive accelerator program designed to commercialize technology to solve specific issues and needs within the $500 billion Cable Industry. Kicking off during the “by invitation only” 2016 CableLabs Summer Conference, the 3-month program has given us unprecedented, high-level access to 55 of the world’s leading cable operators and brought forward a group of C-level mentors in support of Edgewater Wireless. Key benefits of the program include: 3rd Party Validation and Testing of WiFi3™; Accelerated market learning and entry; Access to CableLabs Intellectual Property; and C-Level Mentorship.

3 Source: https://www.lightreading.com/cable/cable-wi-fi/us-cable-wifi-hotspots-near-17-million/d/did/724584?itc=lrnewsletter_lrdaily 4 Source: https://en.wikipedia.org/wiki/Internet_of_Things
EDGEWATER WIRELESS SYSTEMS INC.

MANAGEMENT DISCUSSION AND ANALYSIS FOR THE 1ST QUARTER ENDED JULY 31, 2016 (IN CANADIAN DOLLARS UNLESS OTHERWISE STATED)

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As part of the Fiterator program and in recognition of the tremendous contribution by UpRamp™, Edgewater Wireless will issue 3,021,076 or roughly 2.1% of shares issued and outstanding in the form of warrants at $0.375 per share with a forced conversion if shares trade above $0.45 for 15 days.

Looking back over the reporting period, we are very pleased and excited by our progress. Overwhelmingly the market is listening to our story as the need for better WiFi connectivity, reduced network congestion and less interference creates opportunity for WiFi3tm.

High-Density Wi-Fi Solutions
Focused on providing solutions for the High-Density Wi-Fi and growing Internet of Things markets, we continued to target applications by carriers, cable companies and large enterprises in convention centres, stadiums, large enterprises, shopping malls and public areas with WiFi3tm powered Access Points coupled with best-in-class solutions for Access Control, Offload and Location Based Services (LBS). Working with best-in-class partners allows us to remain laser focused on our core competency, multi-channel Wi-Fi while leveraging the Research and Development of various technology partners.

Our go-to-market strategy for High-Density Wi-Fi Solutions is a mix of using direct and indirect channels to market. During the reporting period, we engaged in multiple pilots, trials and commercial activities with a number of partners. While we cannot be certain as to the timing for each opportunity, we maintain our view that a number of engagements have the potential to generate revenue in the upcoming year.

Activities in the High-Density Wi-Fi Solutions business unit include channel and product development with a focus on strategic engagements with longer term business potential including:

Following the reporting period, we announced a partnership with Wireless Republic. Wireless Republic is a progressive, wireless equipment distributor focused on delivering high value, premium wireless solutions. Based in Manchester, Wireless Republic works closely with many global wireless equipment manufacturers and maintains an extensive product portfolio that offers value and quality. The company is headquartered in the UK and supports channel partners and customers throughout Europe and the MiddleEast.

Building on the work with Wireless Republic and continuing to focus on establishing a foothold in the UK, we began working with Misco (www.misco.co.uk) and kicked off activities at the 2016 Misco Expo. Misco is a leading IT reseller of technology and related products and associated support services. A subsidiary of Systemax Inc. (www.systemax.com), a Fortune 1000 company, Misco is a leading IT reseller of technology and related products and associated support services. They will focus on High Density Wi-Fi solutions in the UK.

Expanding sales, distribution and reseller channels is a cornerstone of our growth strategy. As we exit the reporting period, our distribution channel approach is benefiting from an increased focus as demonstrated by the engagement with EVOLVE Services in the Netherlands. EVOLVE Services is providing European representation of Edgewater products and solutions.


OEM and Licensing

Focused on accelerating the adoption of the Company’s patented WiFi3tm technology, product development activities in the OEM and Licensing Business Unit have been tailored to packaging our core multi-channel Wi-Fi technology in an easily integrated fashion for use or licensing by other companies. Target applications for the
EDGEWATER WIRELESS SYSTEMS INC.

MANAGEMENT DISCUSSION AND ANALYSIS FOR THE 1ST QUARTER ENDED JULY 31, 2016 (IN CANADIAN DOLLARS UNLESS OTHERWISE STATED)

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Business Unit include Small Cell Vendors, Distributed Antenna Vendors (DAS), Wi-Fi equipment vendors and custom applications struggling to address the Wi-Fi density and interference issues.

Activities in the OEM and Licensing Business Unit for the reporting period included:

• As noted earlier, following the reporting period, engagements with our Fortune 500 customer shifted from the advanced prototyping phase to the Design Win phase. The prototyping phase which involves low volume manufacturing for manufacture test and process validation, in addition to field testing, is one of the final steps preceding larger scale development and installation of their product engagements.

• Additionally, the Company’s OEM and Licensing business unit reached a major milestone with the WiFi3tm design win with EION Wireless. The partnership is a win-win for both companies and will help strengthen our collective wireless products and solutions to a broad range of customers in the $3.92 billion Small Cell market 5 .

• Continuing to build on our earlier announced strategic alliance with Zinwave to target the US$9 billion Distributed Antenna System (DAS) market, we continued early stage sales and marketing efforts including Zinwave’s participation in the Stadia and Arena APAC trade show and joint advertising in a major industry publication. Multiple pilots and demonstrations were conducted during the period and joint RFP responses were submitted.

• On July 28, 2016, we announced general availability of our 5GHz wideband multi-channel WLAN, otherwise known as WiFi3tm in 5GHz. It’s an exciting product enhancement for the Company and the product is part of our backlog in the reporting period.

While the timelines for integration of WiFi3TM vary by customer, application and degree of complexity, Management believes opportunities to embed our highly differentiated, multi-channel feature set provides sign