EDGEWATER WIRELESS SYSTEMS INC. (the “Company”)

MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2014

This Management Discussion and Analysis (“MD&A”) of Edgewater Wireless Systems Inc. should be read in conjunction with the Company’s condensed interim consolidated financial statements and related notes for the three and six-month periods ended October 31, 2014. The Company’s condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, ‘Interim Financial Reporting’. This MD&A should also be read in conjunction with the Company’s audited consolidated financial statements and related notes for the twelve months ended April 30, 2014, prepared under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) except as may otherwise be noted. All dollar amounts included therein and in this MD&A are expressed in Canadian Dollars unless otherwise noted. The information contained within this MD&A is current to December 16, 2014. Additional information of the Company is available on SEDAR at www.sedar.com.

Forward-Looking Information

Certain information contained herein including (without limitation) financial and business prospects and financial outlooks, may constitute forward-looking information which reflects management’s current expectations regarding future events, conditions, plans and intentions, growth, results of operations, financial position, performance and business prospects and opportunities, future technological developments, future revenue generation, creation of new customer accounts, increased efficiency of our operations, our ability to take advantage of current market conditions, population trends, and predictions of future actions, plans or strategies. Words such as “may”, “will”, “should”, “could”, “anticipate”, “believe”, “expect,” “intend”, “plan”, “potential”, “continue” and similar expressions have been used to identify such forward-looking information. In connection with such forward-looking information, certain assumptions have been made about our business, the economy and other matters. By its nature, such information is subject to certain risks and uncertainties, known and unknown, including, without limitation:

• technological change;

• development of new products;

• proper performance of equipment;

• the risks associated with credit;

• the exchange rate of the U.S. dollar and other currency fluctuations;

• changes in accounting policies and estimates;

• changes in consumer preferences, customer demand for our products and services and our ability to maintain customer relationships;

• disruption to manufacturing and distribution activities due to labour disruptions, bad weather, natural disasters and other unforeseen adverse events;

• the recruitment and hiring of competent personnel; and

• the discontinuation by our suppliers of certain technologies or the exiting by one of our suppliers from the electronics market;

• the availability of sufficient and appropriate financing.

The above (and other) factors could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied in such forward-

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looking information. See also “Risks and Uncertainties” below. Should one or more of these risks or uncertainties materialize, or should the assumptions underlying our projections or forward-looking information prove incorrect, our actual results may vary materially. We do not intend and do not assume any obligation to update such forward- looking information whether as a result of new information, plans, events or otherwise, unless required by law.

All monetary amounts are expressed in Canadian dollars, unless otherwise indicated.

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Corporate Structure

Edgewater Wireless Systems Inc. (the "Company") was incorporated on January 8, 1980 under the British Columbia Company Act and continued on January 22, 1987 under the Canada Business Corporations Act. The Company adopted its current name at a meeting of shareholders on January 12, 2012.

Selected Quarterly Consolidated Financial Information

Description of the Business

The Company’s main activity is developing and commercializing leading-edge technologies and intellectual property for the wireless communications market. The Company’s flagship product line, the industry leading family of multi-channel Wi-Fi access points known as WiFi^3™ , targets high-density Wi-Fi applications in the growing Carrier Wi-Fi and enterprise markets. The address of the Company’s head office is 50 Hines Road, Suite 200, Ottawa, Ontario, Canada and the Company maintains a regional office in Brazil as well as a presence in the USA and the Europe, Middle East and Africa (“EMEA”) regions.

SELECTED CONSOLIDATED QUARTERLY FINANCIAL INFORMATION

The following table sets forth selected quarterly financial information for the Companys eight most recent fiscal quarters to October 31, 2014. This information is unaudited but reflects all adjustments of a normal, recurring nature that are, in the opinion of management, necessary to present a fair statement of the Companys consolidated results for the periods presented. Quarter-to-quarter comparisons of the Company`s financial results are not necessarily meaningful and should not be relied on as an indication of future performance.

All financial amounts are presented in thousands of Canadian dollars except loss per share figures.

Due to the project nature of the network deployments by end customers of the Company’s WiFi^3™ products, management expects operating results to fluctuate significantly on a quarterly basis and the results of operations for interim periods should not be relied upon as an indication of future performance. In addition, due to the modest levels of revenues at present, gross margin is quite variable reflecting the mix of proprietary products, third party products and/or services sold in the particular quarter. Management anticipates Revenues and Gross

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Margins will fluctuate during the course of large projects, as the mix of Company products, services and third party equipment changes during project implementation. No funds were raised during or subsequent to the reporting period.

Discussion of Operating Results

The operating results for the quarter ending October 31, 2014 are reflected in the key activities and events during the period:

• During the reporting period, the Company entered into patent licensing and monetization negotiations with a major US based tablet and handset manufacturer;

• Building on relationships established throughout the period, and in pervious periods, the Company executed on the second phase of a pilot program with a major Fortune 500¹ retailer and conducted technical training for key distributors;.

• During the reporting period, Management continued its efforts to contain costs and to optimize the team. Conservation of cash is an important and critical element in our approach to managing the long-term success of the company and remained a focus throughout the period.

During the quarter ending October 31, 2014, Management focused on the following key strategic priorities:

1. Strengthening relationships with key distributors while maintaining direct engagement with strategic accounts;

2. Developing partnerships with key telecom equipment vendors to strengthen the technology ecosystem surrounding Edgewater’s WiFi³ ™ technology;

1. Further strengthening the Company’s technology leadership position while unlocking value in the Company’s patent portfolio

1) Focused on strengthening relationships with key distributors while maintaining direct engagement with select strategic accounts

During the reporting period, indirect channel engagements were focused on strengthening solution knowledge with key distributors. As we move further into the high-density Wi-Fi market segment, we believe a critical element to success is clear communication of the significant technical challenges faced by traditional, single channel Wi-Fi solutions. Starting with an engineering first principles definition of the problem(s) facing traditional Wi-Fi solutions deployed in a high-density, carrier Wi-Fi market has allowed the Company to more clearly

1 Fortune Magazine (2014) Fortune 500 2014 [online] available from: http://fortune.com/fortune500/

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articulate our value proposition for multi-channel Wi-Fi in the growing market segment.

Working with FLINT Professional Services, a UK-based provider of infrastructure and professional services to the mobile industry and our UK distribution partner, the Company conducted a training program focused on the key challenges faced when deploying Wi-Fi in high-density environments. Training sessions lead to the identification of some target vertical market segments and engagements that have the potential to generating revenue in the upcoming quarters.

Technical training conducted with TRISPEC Communications in the previous reporting period lead to the engagement in tender responses and proposals with multiple Tier 1 operators. While we cannot be certain as to the exact timing for each opportunity, we maintain our view that a number of engagements have the potential to generate revenue in the upcoming year.

During the reporting period, direct engagements were focused on key strategic customers and a particular focus was paid on the following:

Our activities with a major Fortune 500² retailer continued as we successfully completed the second phase of the pilot program. The paid pilots, while early stage in nature, were a strong endorsement of Edgewater’s technology and have allowed us to progress to the next commercial phase of the project. We continue to believe the growing need for retailers to enhance the shopping experience and to capitalize on advances in marketing analytics (i.e. location based services); both of which drive demand for high-density Wi-Fi networks in retail and public locations.

Additionally, through a competitive bid process, the company won a high-density Wi-Fi project at a large, ultramodern 2000-seat facility in Ottawa, Canada. With significantly high user density requiring access in a compressed time period, the project represents a major proof point for our high-density Wi-Fi value proposition as previous vendors struggled to provide even the most basic connectivity

During the reporting period, we continued to execute on a strategy that includes both direct and indirect models for sales. We believe direct engagement with key strategic customers is essential to clearly understand customer need and to further refine our high-density, multi-channel value proposition. Indirect sales channels allow us to augment our sales efforts across multiple geographies and market segments.

2) Developing partnerships with key telecom equipment vendors to strengthen the technology ecosystem surrounding Edgewater’s WiFi³ ™ technology

Continuing to build a highly differentiated ecosystem around Edgewater’s core WiFi³ ™ products and solutions is an integral part of the Company’s strategy going forward. Leveraging partnerships with best-in-breed technologies allows us to augment the Company’s own product development activities while strengthening value delivered to specific customer segments.

In the previous reporting period, we announced a significant partnership with Tutela Technologies, a leading developer of real-time service quality and location based metrics for cellular providers and Wi-Fi operators. The partnership, designed to extend the capabilities of Edgewater’s solutions by delivering enhanced customer

2 Fortune Magazine (2014) Fortune 500 2014 [online] available from: http://fortune.com/fortune500/

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experience monitoring and location based services, successfully transitioned from concept to execution as part of the pilot with a Fortune 500³ retailer.

Additionally, we continue to work with partners, such as Aptilo Networks Inc. and Nomadix to offer best-of-breed solutions tailored to specific vertical markets.

3) Further strengthening the Company’s technology leadership position while unlocking value in the patent portfolio

During the reporting period, we continued an exercise to augment the patent portfolio, further strengthening the Company’s leadership position in multi-channel Wi-Fi for high-density applications. Although in the early application stages, we believe there are clearly defined opportunities to further build on the Company’s patent portfolio, which is a key component to adding shareholder value.

Patent licensing and monetization efforts surrounding the Company’s twenty-three (23) patents increased during the reporting period and we believe there could be opportunity to unlock value in the portfolio

Related party transactions

(a) Transactions with related entities

During the quarter ended October 31, 2014, amounts totaling $0 were billed to the Company by Edgewater Computer Systems, Inc. (“ECSI”) under the terms of a shared services agreement (quarter ended July 31, 2013, $11,137). Under the terms of the agreement, ECSI provides, on a part-time basis, the services of certain administrative and senior technical staff that the Company does not require on a full-time basis. ECSI also sub-leases office and laboratory space to the Company. ECSI is a shareholder of the Company and is controlled by a director of the Company. Included in accounts payable and accrued liabilities at April 30, 2014 was $78,140 due to ECSI (October 31, 2013, $66,140).

(b) Transactions with key management personnel

• i. During the quarter ended October 31, 2014, the Company paid no amounts to directors or senior management of the Company other than as remuneration in their capacity as Directors or employees or reimbursement of expenses incurred traveling in the performance of their duties. The Company’s compensation program provides that total compensation for senior management may include a combination of base salary, and objective-based incentives as well as the same health and insurance benefit programs as provided to all other employees. All directors and officers are eligible to receive stock options.

• 3 Fortune Magazine (2014) Fortune 500 2014 [online] available from: http://fortune.com/fortune500/

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Senior management personnel are not entitled to any post-employment benefits other than those available to all employees. Severance to be paid upon the involuntary termination of a member of senior management is equivalent to three month’s salary on or before completion of two years of their employment and six month’s salary thereafter.

During the year ended April 30, 2014, the Company, as borrower, entered into a short-term loan agreement with an individual who is a shareholder and officer. The principal amount of the loans plus interest totaled $37,851. The maturity date of the loan was June 30, 2014 but repayments were permitted at any time without penalty. Interest accrued on a daily basis calculated at the rate of 10% p.a. on the unpaid principal. The balance of the loan at October 31, 2014 is $8,498 and was paid in November 2014.

Liquidity

The Company is still considered to be in the development-stage as it has not earned substantial revenue from the sale of its products. During the three months ended October 31, 2014, the Company incurred a net loss of $502,131 and negative cash flow from operating activities of $359,153. The continuation of the Company’s product development and marketing activities is dependent upon the Company’s ability to successfully fund its working capital requirements through either debt or equity financing.

There is significant doubt about the appropriateness of the use of the going concern basis because management has forecast that the Company’s level of cash and cash equivalents will not be sufficient to execute its current planned expenditures beyond the fourth quarter of fiscal 2015 without further financing.

The Company believes that revenues from sales of its products over the next 12 months will reduce the need for additional equity or debt financings. During the past two fiscal quarters, the Company implemented temporary costcutting measures to preserve cash while continuing to actively pursue additional financing to provide the funding required to resume normal operations and to generate the revenues and operating cash flow that will provide cash sustainability.

Risk and Uncertainties

Market Risk

There are a number of influences in the market. The economic situation either in specific countries or globally, including levels of government expenditures, monetary policy, capital availability, consumer confidence or levels of economic activity, could worsen leading to a potential slowdown or reduction in spending on infrastructure equipment. Management has also targeted a number of regions where growth is expected to be higher than the global average and is targeting countries that are spending on infrastructure and on large infrastructure projects such as countries on the African continent and South America, in addition to North America and parts of Europe. Management also recognizes the need for prudent cash flow management and the need to target qualified sales and marketing activities that represent low risk and high return.

Market risk also includes political risk and the uncertainty associated with unstable or changing governments due to political or socio-economic upheaval.

Competition and competing technologies lead to competitive risks as new technologies and products are developed. Management recognizes the need to invest in product development in order to continue to add highvalue, differentiated capabilities to expand both the depth and the breadth of the product offering. Management is

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looking at various acquisition strategies that would enhance the Company’s position in product breadth and product features based on market drivers. Management recognizes the need to ensure customer satisfaction through all phases of the sales cycle. Management also intends to invest in competitive intelligence and analysis relating to the dynamics of the market, trends in technology and in competing products as they are introduced into the market.

Operational Risk

There are a number of circumstances that could affect a supplier’s ability to supply a component; such as financial, political, technical, natural disaster or just a business decision to no longer supply the particular component. Should this happen and, depending on the nature of the component, the resulting impact ranges between identifying a substitute component with little to no redesign effort to the system or subsystem to effecting a redesign of a system or subsystem to accommodate a potential part change.

The Company endeavours to use components that are available from more than one supplier whenever possible. The Company has four custom components that are unique and available only to the Company. They are fabricated by a large, multi-national semiconductor company, that has multiple fabrication facilities around the world. In this case, these components are available from a single supplier but the risks are mitigated by the single supplier’s ability to source the components from multiple global sites. Lastly, the Company has engaged with a contract manufacturer, which is responsible for the assembly and distribution of the Company’s products. As part of the criteria for selecting a contract manufacturer, the Company made it a requirement for the manufacturer to have more than one site and to have operations in more than one country in order to mitigate the risk of that supplier being unable to manufacture and distribute the Company’ products as needed.

Although the Company will endeavor to have suppliers with operations in multiple countries where the Company’s product could be built in order to obviate issues related to political and socio-economic changes, failure to develop multiple key suppliers will put the Company at risk that the business failure of a single-source supplier will disrupt its business.

Management also recognizes that contractual risks may create adverse issues in running the business. Management has engaged experienced contracts experts to help mitigate contractual risk with key customers. Additionally, the prudent use of export insurance through organizations such as Export Development Canada ("EDC") helps to mitigate contractual and payment risks with key customers.

Particularly in its early years, the Company’s revenues will occasionally be derived from a few, large customers engaged in network deployments scheduled over extended periods of time. With such concentration of revenues, the Company’s operating results will be highly dependent not only on its own performance but on the performance of those customers to execute against their deployment plans.

Staffing and Human Resources Risk

Management has built a core team of professionals experienced in telecommunications and network technology, product development, manufacturing, sales and marketing. The Company has implemented an option program that will provide long-term incentive for key employees. The Company has also established a compensation committee to ensure that key employees are fairly compensated. The Company is headquartered in Ottawa, Ontario, where there is a substantial high-tech community and, as such, a large community of engineers, technologists, software developers and others experienced in the telecommunications and networking market space; however, there is a risk that qualified personnel will not be available or, if available, will be prohibitively expensive. See "Reliance on Key Personnel" below.

Financial Risk

Following the principles of conservative cash management, the Company’s standard business terms and conditions make provisions for advance payment on product orders. In cases where extended payment terms are required, shipments are backed by EDC insurance facilities wherever possible.

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Reliance on Strategic Relationships

In conducting its business, the Company relies on continuing existing strategic relationships and forming new ones with other entities in the wireless technology industry, such as joint venture parties and partners, and also certain regulatory agencies and governmental departments. While the Company has no reason to believe otherwise, there can be no assurance that its existing relationships will continue to be maintained or that new ones will be successfully formed and the Company could be materially adversely affected by changes to such relationships or difficulties in forming new ones.

International Risk

The Company continues to expand its international operations. Foreign operations face additional specific local risks, which may adversely affect the Company, including: changes in legal and regulatory requirements (including tariffs and other trade barriers); less favourable intellectual property laws; any loss of sales personnel in one of the Company’s foreign offices that could result in a significant loss of sales in that foreign country; changes in local tax rates and other potentially adverse tax consequences (including the cost of repatriation of earnings); collectability of accounts in foreign jurisdictions; and burdens of complying with a wide variety of foreign laws, including changing import and export regulations.

Future growth depends in large part on the ability to increase business in international markets. This will require significant management attention and financial resources, including capital to hire additional personnel and establish additional international facilities.

Protection of the Company’s Intellectual Property

The Company’s success will depend, in part, on its ability to protect its rights in its intellectual property. The Company will rely on various intellectual property protections, including patents, copyright, trade-mark and trade secret laws and contractual provisions, to preserve its intellectual property rights. Despite these precautions, it may be possible for third parties to obtain and use its intellectual property without its authorization. Policing unauthorized use of intellectual property is difficult, and some foreign laws do not protect proprietary rights to the same extent as the laws of Canada and the United States. Furthermore, many key aspects of networking technology are governed by industry-wide standards, which are freely available to all market entrants.

To protect its intellectual property, the Company may become involved in litigation, which could result in substantial expenses, divert the attention of its management, cause significant delays and materially disrupt the conduct of its business.

Product Defects and Liability Claims

The Company is subject to proceedings and claims that may arise in the ordinary conduct of the business, which could include product and service warranty claims, which could be substantial. The Company’s products are highly complex and sophisticated, and could contain design defects or software errors that are difficult to detect and correct. The Company provides product warranties. If its products fail to perform as warranted, and it fails to resolve product quality or performance issues in a timely manner, sales may be lost and it may be forced to pay damages. In addition, because its products are sold and marketed in different countries, the products must function in and meet the requirements of many different environments and be compatible with different systems. Any failure to meet customer requirements could materially affect its business, operating results and financial condition. The occurrence of product defects and the inability to correct errors could result in the delay or loss of market acceptance of its products, material warranty expense, diversion of engineering and other resources from its product development efforts, and the loss of credibility with its customers, manufacturer's representatives, distributors, value-added resellers, systems integrators, original equipment manufacturers and end-users, any of which could have a material adverse effect on the Company’s business, operating results and financial condition.

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Substantial Capital Requirements

It is anticipated that the Company will make substantial capital expenditures in product development, marketing and ongoing operations if additional capital is raised. There may be limited ability to obtain the capital necessary to undertake or complete future research programs. There can be no assurance that debt or equity financing, or cash generated by operations, will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. Moreover, future activities may require the Company to alter its capitalization significantly. The inability of the Company to access sufficient capital for its operations could have a material adverse effect on the Company's financial condition, operating results or prospects.

Additional Requirement for Capital

The Company is likely to remain cash flow negative for some time and there can be no certainty that the Company will achieve or sustain profitability or positive cash flow from its operating activities. The future of the Company is dependent upon its ability to raise the required funding. There is no assurance that additional financing will be available on terms acceptable to the Company. Failure to obtain additional financing on a timely basis could cause the Company to reduce or terminate its operations. Any additional equity financing may be dilutive to shareholders and debt financing, if available, may involve restrictions on financing and operating activities.

Issuance of Debt

From time to time, the Company may enter into transactions to acquire assets or the shares of other corporations. These transactions may be financed partially or wholly with debt, which may increase the Company's debt levels above industry standards. Depending on future product development plans, the Company may require additional equity and/or debt financing that may not be available or, if available, may not be available on favourable terms. The Company's articles will not limit the amount of indebtedness that the Company may incur. The level of the Company's indebtedness from time to time could impair the Company's ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise.

Dilution

The Company may make future acquisitions or enter into financings or other transactions involving the issuance of securities of the Company, which may be dilutive to current Shareholders.

Reliance on Key Personnel

The Company's success depends in large measure on certain key personnel. The loss of the services of such key personnel could have a material adverse effect on the Company. The Company does not anticipate that it will have key person insurance in effect for management. The contributions of these individuals to the immediate operations of the Company are likely to be of central importance. In addition, the competition for qualified personnel in the communications industry is intense and there can be no assurance that the Company will be able to continue to attract and retain all personnel necessary for the development and operation of its business. Investors must rely upon the ability, expertise, judgment, discretion, integrity and good faith of the management of the Company.

During the period, our CFO advised the Company that, for personal reasons, he would like to move on. A suitable replacement joined the Company in November and is being assisted during the early stages by the outgoing CFO to ensure a seamless transition.

Third Party Credit Risk

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The Company may be exposed to third party credit risk through contractual arrangements with joint venture partners, distributors of its products and other parties. In the event such entities fail to meet their contractual obligations to the Company such failures could have a material adverse effect on the Company and its cash flow from operations.

Income Taxes

The Company will file all required income tax returns and believes that it will be in full compliance with the provisions of the Income Tax Act (Canada) and all applicable provincial tax legislation as well as the tax laws of such other countries as the Company may establish operations in; however, such returns are always subject to reassessment by the applicable taxation authority. A successful reassessment of the Company may have an impact on current and future taxes payable.

Governmental and Regulatory Requirements

Certain components of the Company’s products may be subject to current or future regulation, including relating to environmental protection; for example, lead solder and wireless solutions. Regulatory agencies may make rulings or adopt new standards with which its solutions may need to be compliant. The timing and nature of these rulings or adoption of new standards may impact future sales to its customers, its ability to conform its solutions and/or to retain its market position. In addition, in the future, the Company may be required to comply with substance bans and product/component take-back requirements that would make the Company responsible for recycling and disposing of certain of its products/components that it has sold.

Rapid Technological Change

The markets for the Company’s products are characterized by rapidly changing technology, evolving industry standards and increasingly sophisticated customer requirements. The introduction by competitors of products embodying new technology and the emergence of new industry standards can render existing products obsolete and unmarketable and can exert price pressures on existing products. It is critical to the Company’s success that it is able to anticipate and react quickly to changes in technology or in industry standards and successfully develop and introduce new, enhanced and competitive products on a timely basis. The Company cannot give assurance that it will successfully develop new products or enhance and improve its existing products, that new products and enhanced and improved existing products will achieve market acceptance or that the introduction of new products or enhanced existing products by others will not render the Company’s products obsolete. The process of developing new technology is complex and uncertain, and, if the Company fails to accurately predict customers' changing needs and emerging technological trends, its business could be harmed. The Company must commit significant resources to developing new products before knowing whether its investments will result in products the market will accept. To remain competitive, the Company may be required to invest significantly greater resources than currently anticipated in product development and enhancement efforts, and result in increased operating expenses.

Influence of Management

At December 16, 2014, the directors and officers of the Company owned or controlled approximately 27.8% of the outstanding common shares of the Company. These shareholders have the ability to control or influence the outcome of most corporate actions requiring shareholder approval, including the election of directors of the Company and the approval of certain corporate transactions. The concentration of ownership of the Company may also have the effect of delaying or preventing a change in control of the Company.

Competition

The markets in which the Company competes are characterized by rapid change, converging technologies, and a migration to networking and communications solutions that offer relative advantages. These market factors represent a competitive threat. The Company competes with numerous vendors in each product category. The overall number of competitors providing niche product solutions may increase. Also, the identity and composition

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of competitors may change as activity increases in the advanced technology markets and market adjacencies. As the Company continues to expand globally, it may be subject to new competition in different geographic regions, in particular, from experienced, price-focused competitors in Asia, especially from China. It is anticipated this competition will continue in the future.

Some competitors compete across many of the same product lines, while others are primarily focused in a specific product area. Barriers to entry are relatively low, and new ventures to create products that do or could compete with the Company's products are regularly formed. In addition, some competitors may have greater resources, including technical and engineering resources. As the Company expands into new markets, it will face competition not only from our existing competitors but also from other competitors, including existing companies with strong technological, marketing, and sales positions in those markets. The Company will also sometimes face competition from resellers and distributors of its own products. Further, companies with whom the Company will have strategic alliances in some areas may be competitors in other areas.

Dividend Policy

Payment of any future dividends will be at the discretion of the Board of Directors after taking into account many factors, including the Company's operating results, financial condition and current and anticipated cash needs. There is currently no intention to pay dividends in the near term.

Conflicts of Interest

Certain of the directors and officers in the Company also serve as directors and/or officers of other companies involved in the telecommunications sector. To the extent that such other companies may participate in ventures, which the Company may participate, there exists the possibility for such directors and officers to be in a position of conflict. Such directors and officers have duties and obligations under the laws of Canada to act honestly and in good faith with a view to the best interests of the Company and its shareholders. Accordingly, such directors and officers will declare and abstain from voting on any matter in which such director and/or officer may have a conflict of interest.

Resale of Shares

The continued operation of the Company will be dependent upon its ability to generate operating revenues. There can be no assurance that any such revenues can be generated. If the Company is unable to generate such revenues or obtain such additional financing, any investment in the Company may be lost. In such event, the probability of resale of the shares of the Company would be diminished.

Common Shares Outstanding

At December 16, 2014, there were 113,774,144 common shares outstanding. There were 8,168,730 warrants outstanding which entitled holders to acquire the same number of common shares at an exercise price of $0.11 per share. A total of 5,259,772 options were outstanding which entitled the holders to acquire the same number of common shares at exercise prices from $0.10 to $0.50 per share; however, not all options were exercisable at that date due to vesting provisions.

Other

The Company’s financial statements are available at www.sedar.com.

FORWARD-LOOKING STATEMENTS

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This MD&A may contain “forward-looking statements” which reflect the Company’s current expectations regarding the future results of operations, performance and achievements of the Company including but not limited to statements with respect to the Company’s plans or future financial or operating performance. The Company has tried, wherever possible, to identify these forward-looking statements by, among other things, using words such as “plan”, “project”, “intend”, “anticipate,” “believe,” “estimate”, “expect”, “budget”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.

Forward-looking statements reflect the current beliefs of the management of the Company, and are based on currently available information. Accordingly, these statements are subject to known and unknown risks, uncertainties and other factors, which could cause the actual results, performance, or achievements of Edgewater Wireless Systems Inc. to differ materially from those expressed in, or implied by, these statements. These uncertainties are factors that include but are not limited to risks related to the current global financial condition; and the inherent risks involved in the development, marketing and sale of our products. Although Edgewater Wireless Systems Inc. has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking, there may be other factors that cause actual results to differ materially from those anticipated in such statements.

Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

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