Form 51-102F1 INTERIM MD&A FOR THE NINE MONTHS ENDED JUNE 30, 2010

Form 51-102F1 INTERIM MD&A FOR THE NINE MONTHS ENDED JUNE 30, 2010 This MD&A should be read in conjunction with the annual MD&A for the fiscal year ended September 30, 2009, dated December 15, 2009 and the interim financial statements for the three and nine months ended June 30, 2010. Some of the statements set forth in this MD&A are forward-looking statements relating to our future results of operations. Our actual results may vary from the results anticipated by these statements. Please see Forward- Looking Statements 1. Date of this report: August 24, 2010 This report covers financial information related to the nine months ended June 30, 2010 ("the Period"), and other relevant information available up to the date of this report. 2. Overall performance Description of business EnWave was formed under the Canada Business Corporations Act on July 14, 1999 with the amalgamation of DRI Dehydration Research Inc. and Commonwealth Assisted Living Inc. The Company is a reporting issuer in the provinces of British Columbia, Alberta and Ontario; and its shares trade on both the TSX Venture Exchange (trading symbol: ENW) and the Frankfurt Exchange (trading symbol: E4U). EnWave Corporation ( EnWave or the Company ) is a Vancouver-based life sciences R&D company developing commercial applications for our proprietary Radiant Energy Vacuum ( REV ) technology. Developed in conjunction with the University of British Columbia ( UBC ), REV is used to dehydrate food products as well as liquids containing a live or active component. Our goal is to replace the industry standard of freeze-drying, which is an expensive and time consuming process. The Company currently has one commercial technology, nutrarev, and three technologies in the prototype stage, biorev, freezerev, and powderrev. Designed for the dehydration of fruits and vegetables, EnWave s nutrarev technology can provide similar nutritional content with improved appearance and flavour over freeze drying, which is the industry standard for dehydration in many food applications. The first commercial-scale nutrarev machine was sold in February, 2009, to a British Columbia-based blueberry producer, and the Company is now actively conducting a wide range of product development trials to help evaluate a growing number of sales and marketing opportunities from Europe, Asia, and the America s to generate further sales of this technology. EnWave recently signed a Research & Development agreement with a subsidiary of Nestlé SA, the world s largest food and beverages producer, to evaluate the Company s nutrarev technology. EnWave s biorev technology is designed to dehydrate liquid pharmaceuticals in vials containing sensitive biological material such as vaccines and antibodies, at temperatures above the freezing level. The Company also has a dehydration method called freezerev which is designed for high-speed dehydration of live bacterial cultures and biological pharmaceuticals, but starts with materials in a frozen state. Both technologies have the potential to significantly reduce processing times over conventional freeze drying. Finally, EnWave has developed a prototype technology based on the REV platform called powderrev which is designed for bulk powder dehydration as a replacement for tray freeze drying. powderrev is a novel method for the continuous production of powdered food and biological materials including frozen or liquid food cultures, bacterial suspensions such as probiotics, viruses, proteins, enzymes, and other temperature-sensitive materials. Laboratory tests have shown that the potential benefits of powderrev over lyophilization could include higher capacity from rapid dehydration that requires minutes as opposed to hours or days, smaller plant footprints, and significantly lower energy and labour costs. EnWave has an on-going testing agreement with Danisco AS, a leading global supplier of cultures and probiotics for food, supplements and feed, to create a commercial powderrev dehydration platform which will deliver a high-speed continuous bulk powder processing technology for their specific product Page 1 of 19

areas. The parties began testing a larger scale powderrev prototype in early 2010 to better evaluate potential product and economic advantages, and the Company is now building a continuous version of this pilot machine for Danisco which it expects to begin testing in the fall of 2010. Recent highlights & milestones to the date of this MD&A During the nine months ended June 30, 2010, and to the date of this report, EnWave has: continued to add to its list of Confidentiality Agreements with food production companies to determine the benefits of using nutrarev food dehydration technology. Enwave is working closely with these companies to determine whether nutrarev can be used to replace expensive and less efficient freeze drying machines, or to develop new products for the food ingredients and snack food markets; continued development work on a pilot-plant on Annacis Island, Delta, British Columbia where the Company can demonstrate its nutrarev and powderrev technologies to potential customers thereby allowing the Company to expand its marketing and sales efforts to the food industry, and provide largerscale trial runs to potential customers; conducted a set of animal tests with a team of researchers at Neova Technologies, Inc., a division of Bioseutica plc, which showed that chickens fed with REV-dried encapsulated lysozyme, a natural antimicrobial enzyme, can be used as a replacement for antibiotics in chicken feed. The feed containing the encapsulated enzyme provided the same level of protection against a common chicken disease as did the practice of routine usage of antibiotics; raised $3.5 million in a private placement brokered in a syndicate with Canaccord Financial Ltd. and Clarus Securities providing gross proceeds to the Company of $3,5 million at a price of $0.90 per unit. Each unit consisted of one common share and one-half of one common share purchase warrant with an exercise price of $1.15 expiring on January 19, 2011; received additional cash proceeds of $3.42 million through the exercise of share purchase warrants and stock options; received approval from the Patent Co-operation Treaty office for a nutrarev patent, which was subsequently filed with the Canadian Patent office for expedited approval as well as in twelve other jurisdictions around the world, and filed a U.S. patent covering the powderrev technology; announced that powderrev has been successfully used to dry kilogram quantities of probiotic cultures provided by collaboration partner, Danisco AS, with excellent viability and low final moisture levels. The successful trial provided an important milestone in the development and commercialization of this technology, and the Company is now continuing the second phase of the Testing Agreement to evaluate the commercial viability of EnWave s powderrev by building a continuous version of this technology for testing. EnWave and Danisco expect this second phase to be completed in early 2011; announced progress in the commercialization of CAL-SAN Enterprise s nutradried puffed blueberries whereby they have received CDN$500,000 in up-front fees for non-exclusive access to the berries from an international blueberry distribution firm; developed a multiple-vial version of the Company s single-vial freezerev technology and began testing the new machine with a variety of biomaterials in vials. Initial tests demonstrating good results in terms of the retention of live or active materials post-dehydration, drying uniformity and appearance; and signed a Research & Development agreement with a subsidiary of Nestlé SA to evaluate the Company s nutrarev food dehydration technology. nutrarev Food Dehydration Technology EnWave s first commercial customer for the nutrarev technology, CAL-SAN Enterprises, now has a non-exclusive agreement with an international food brokerage company for the distribution of CAL-SAN s nutradried TM blueberry snack product. Following this year s blueberry harvest in Q3, EnWave expects CAL-SAN to begin commercial production of this product, and subsequent distribution should result in the Company s first royalty revenues in the first quarter of 2011. Management has continued to expand its sales and marketing efforts for nutrarev by attending trade shows and expanding product development testing for a wide range of food products. Page 2 of 19

The Company has modified its initial Letter of Intent with the IFS/Smartpac consortium which expired on May 31, 2010 to allow the consortium more time to obtain the necessary project financing for their food dehydration facility in Central America. EnWave will continue to work with the group on a non-exclusive basis, and the Consortium has indicated that they may be able to initiate their project in Q3, 2010. Finally, EnWave scientists continue to conduct a wide range of product trials for potential customers and collaborators interested in nutradried TM berries and other fruits, vegetables, snack chips, pet treats, pork rinds, herbs and spices. The Company s new pilot-plant is scheduled to open in September 2010, and will be capable of producing larger scale test-market quantities of sample products for potential customers. The Company will also use the facility to demonstrate REV technology to potential collaborators, and permit training on the machinery for new customers. nutrarev For Encapsulated Ingredients In January 2010, EnWave announced that it had conducted successful animal feeding trials with Neova Technologies Inc. of Abbotsford, B.C., a division of Bioseutica plc. The study used EnWave s REV dehydration technology to dry encapsulated lysozyme, a natural anti-microbial enzyme, to determine whether it can be used as a replacement for antibiotics in chicken feed. The trials showed that the dried, encapsulated enzyme permitted the same level of infection resistance as is normally obtained with pharmaceutical antibiotics. Encapsulation is a common technique by which a sensitive material is coated or embedded in a stabilizing material in order to provide protection from harsh processing or storage conditions, as is the case with pelletized chicken feed. Researchers first encapsulated samples of Bioseutica s Entegard by suspending the enzyme formulation in a stabilizing hydrocolloid gel, and then dehydrated the mixture in a modified version of EnWave s nutrarev food dehydration technology. The resulting powder was then incorporated into chicken feed and fed to chickens to test their response to clostridial necrotic enteritis, a common poultry disease. The encapsulated Entegard medication gave protection equal to the antibiotic medication that is the common industry solution to this problem in North America. Bioseutica plc is a specialty organic pharmaceutical company with corporate headquarters in Rhinebeck, New York. They have three divisions: Neova Technologies, located in Canada and the Netherlands, is the production arm for lysozyme and other enzymes; Fordras is a manufacturing division headquartered in Switzerland with facilities in Germany, Denmark, Holland and Venezuela; and KD pharmaceuticals in Bexback, Germany which produces Omega-3 fish oil extract. EnWave has now conducted further tests for Bioseutica on another of that Company s products, and EnWave intends to begin more extensive collaboration discussions with Bioseutica in the near future. powderrev Bulk Powder Dehydration The Company has made significant progress in its bulk powder dehydration technology division over the past fifteen months, developing a larger powderrev prototype to support the second phase of testing with Danisco AS, and is now building a continuous version of this machine. As with other REV applications, EnWave is seeking an alternative to the industry standard of freeze drying which is time consuming and expensive. If successful, continuous, commercial-scale REV dehydration of liquids containing live or active organisms into bulk powder would serve to reduce manufacturing and distribution costs while potentially improving retention and shelf-life of live material in the end product. The collaboration with Danisco on food cultures is the first market opportunity for this technology. In addition to food cultures, powderrev technology could potentially dehydrate a wide variety of other materials including proteins from soy, canola, milk and eggs; pharmaceuticals such as animal vaccines, antibodies, and antibiotics; other non-regulated biologicals such as nucleic acids, peptides, cell cultures and antibodies; and certain dry food products including instant coffee, juice and energy drink nutrients. EnWave s near-term goal is to develop powderrev into a commercially viable method for dehydrating frozen pellets or liquid streams of food and bioactive ingredients into bulk powder. The Company is encouraged by its progress to date on this technology and has begun discussions with Danisco on the next stage of testing. In addition, EnWave plans to conduct its own dehydration tests with enzymes using the powderrev prototype with the goal of proving the effectiveness of REV over freeze drying for potential global customers. Page 3 of 19

biorev In-vial Dehydration for Live and Active Organisms Management's Discussion and Analysis The current standard for dehydrating liquid pharmaceuticals in vials is freeze drying (known as lyophilization in the pharmaceutical industry). This process is expensive, time consuming and can result in a significant loss of live organism activity ( bioactivity or viability ) during dehydration. EnWave s single-vial biorev prototype is being tested for use in the pharmaceutical industry to dehydrate vaccines and antibodies at high speed in order to produce room temperature stable products with the goal of eliminating the need for a continuous cold chain from manufacturer to patient. Shelf-stable vaccines and antibodies could be used to increase their availability and reduce delivery costs of these products to the developing world, and to provide increased population protection against pandemics and bioterrorism attacks. In October 2009, the Company announced an agreement to ship a biorev and freezerev machine to the Saskatchewan Research Council ( SRC ). The SRC has highly-regarded pharmaceutical manufacturing and testing facilities along with expert scientists and engineers who will conduct tests of this equipment on their own swine vaccines for Escherichia coli ( E.coli ). This agreement will enable EnWave to make use of the SRC s staff and specialty equipment to determine the potential benefits of EnWave s dehydration technology over freeze drying in an extremely cost-efficient manner, not just for the SRC s products, but for third parties pharmaceutical companies as well. The SRC has now begun using EnWave s biorev and freezerev technologies to dry samples of their E.Coli vaccines in vials, and the Company expects to release the combined results from the initial tests as well as the shelf-life tests in Q4, 2010. freezerev In-vial High Speed Dehydration for Pharmaceuticals Like biorev, EnWave s prototype freezerev technology provides high-speed dehydration for live and active organisms with the potential for significantly lower operating costs than freeze drying. Whereas biorev is intended to maximize organism survival while still reducing the costs of production, storage and shipping, freezerev is intended for products which must have the maximum shelf-life possible through remaining moisture content. Vaccines dried to a very low moisture content should be capable of withstanding longer storage at higher room temperatures without losing a significant amount of bioactivity, and therefore effectiveness. The Company is now testing a multiple-vial version of freezerev which has shown promising results in drying up to 100 vials of biomaterials per hour with final moisture contents and post-dehydration bioactivity at levels comparable to lyophilization. EnWave will continue to make improvements to this prototype in the coming months, and is now actively searching for a pharmaceutical partner to participate in a collaboration to develop the technology into a commercial offering. Targets for 2010 The Company is working towards the achievement of a number of key targets during fiscal 2010: the sale of a second commercial-scale nutrarev machine new global industry collaborations for the nutrarev technology development of a pilot-scale nutrarev machine for smaller food processing companies, or larger companies interested in pre-commercial testing creation of an EnWave pilot plant for technology testing and demonstration purposes. This is due to be completed by September, 2010. development and testing of a pre-commercial version of the powderrev technology expansion of powderrev testing for other materials plans to further develop the relationship with Bioseutica to explore the effectiveness of using REV dehydration for other of their proteins expansion of testing and collection of data for biorev and freezerev at the Saskatchewan Research Council Page 4 of 19

Patents and trademarks Management's Discussion and Analysis The Company continued to expand its intellectual property portfolio by filing two provisional U.S. patents related to the powderrev method of use and equipment. This application provides a priority date from which the Company has the option of seeking patent protection throughout most of the world by means of the patent co-operation treaty (PCT) process. powderrev was invented at EnWave s laboratory, and this patent represents the fourth filing by the Company in the past 12 months to protect its Radiant Energy Vacuum technologies. The Company also has an exclusive world-wide license from the University of British Columbia on a number of other patents covering REV technologies developed by Dr. Durance in his capacity as a Professor in the Department of Food, Nutrition & Health at UBC. The Company expects the powderrev equipment and method of use patent application to be evaluated by PCT examiners over the next eighteen months. A summary of the Company s trademarks and patent position is presented below: Registered and applied-for trademarks: Trademark nutrarev biorev freezerev powderrev nutradried Status Registered in Canada, applied for in USA Registered in Canada, applied for in USA Applied for in Canada and USA Applied for in Canada and USA Applied for in Canada, USA and European Union nutrarev -related patents: Topic Ownership Inventors Status of patent Low fat snack foods UBC (exclusively licensed to EnWave) Dr. Tim Durance & Dr. Frank Liu Granted in the U.S Potato pieces UBC (exclusively licensed to EnWave) Dr. Tim Durance, Dr. Rich Meyer & Dragan Macura Granted in the U.S Dehydrated krill UBC (exclusively licensed to EnWave) Dr. Tim Durance & Dr. Frank Liu Granted in the U. S. Dried fruit UBC (exclusively licensed to EnWave) Dr. Tim Durance, Dr. Rich Meyer & J. H. Wang Granted in U.S. Medicinal plants UBC (exclusively licensed to EnWave) Dr. Tim Durance et al. Granted in the U.S. Dehydrated berries UBC (exclusively licensed to EnWave) Dr. Tim Durance et al. Granted in the U.S. and Canada. Protection of Company s proprietary equipment and processes for dehydration of berries and other food materials EnWave Corporation Dr. Tim Durance, Dr. Parastoo Yaghmaee, and Mr. Leon Fu Patent application filed in U.S., Canada, E.U. and eleven other jurisdictions around the world. and Page 5 of 19

Other REV-related patents: Title Ownership Inventors Status of patent Production of dry sponges and foams from hydrocolloids Method of drying biological material including vaccines, antibiotics, enzymes and micro-organisms UBC (exclusively licensed to EnWave) UBC (exclusively licensed to EnWave) Dr. Tim Durance & other UBC researchers Dr. Tim Durance & other UBC researchers Patent application filed, PCT reviewed and published. National filing initiated in Hong Kong, Australia, EU, India, China, and issued in Canada. Patent application filed in U.S., India, Europe, China, Canada, Brazil and PCT. Protection of Company s proprietary equipment and processes for dehydration of vaccines and similar pharmaceutical materials EnWave Corporation Dr. Tim Durance, Dr. Parastoo Yaghmaee, Mr. Leon Fu and Dr. Robert Pike Patent application filed in U.S. and International PCT Protection of Company s proprietary equipment and processes for freezerev dehydration of pharmaceutical products EnWave Corporation Dr. Tim Durance, Dr. Parastoo Yaghmaee,, Mr. Leon Fu and Dr. Robert Pike Patent application filed in U.S. and PCT Protection of Company s equipment and processes for powderrev dehydration Protection of Company s equipment and processes for large scale powderrev dehydration EnWave Corporation EnWave Corporation Dr. Tim Durance, Mr. Leon Fu Dr. Tim Durance, Mr. Leon Fu, Dr. Parastoo Yaghmaee Patent application filed in U.S. and PCT. Patent application filed in U.S. 3. Financings and working capital a) Financings On January 19, 2010, the Company closed a brokered private placement consisting of 3,888,888 units at a price of $0.90 per share, raising gross proceeds of $3,499,999. Each unit consisted of one common share and one half of a share purchase warrant. Each whole warrant entitles the holder to purchase one common share at an exercise price of $1.15 per share until January 19, 2011. The proceeds will be used for the ongoing development of EnWave's Radiant Energy Vacuum (biorev, nutrarev, freezerev and powderrev ) technologies, working capital and for general corporate purposes. The Company paid the agent a commission of 7% of the proceeds amounting to $245,000, and a corporate finance fee of 35,000 units in the same terms as the units sold to investors. The Company also issued 388,888 agents warrants with an exercise price of $0.90 and an expiry date of January 19, 2012. In addition, the Company reimbursed the agent for $31,000 in expenses, and incurred $51,059 on other share issuance costs. Page 6 of 19

All shares and had a hold period that expired on May 19, 2010 as required by TSX Venture Exchange policies and securities law. Also during the Period, the Company raised $3,308,169 from the exercise of all of the 7,351,487 share purchase warrants with an exercise price of $0.45 per warrant corresponding to private placements conducted during fiscal 2008 and 2009, and $116,500 through the exercise of stock options. Subsequent to June 30, 2010, and to the day of publication of this MD&A, the Company has received an additional $36,619 from the exercise of 27,000 share purchase warrants corresponding to private placements conducted during the Period, with an exercise price of $1.15 per warrant, and 6,188 agent s warrants with an exercise price of $0.90. In summary, from October 1, 2009 and to the date of this MD&A, the Company has raised gross cash proceeds of $6,961,288 from a private placement, exercise of warrants and exercise of stock options. b) Working capital At the end of the Period, the Company had working capital of $6,084,585 (September 30, 2009: $1,702,455). Cash and cash equivalents, and restricted cash at the end of the period amounted to $6,031,056 (September 30, 2009: $1,814,208). Receivables of $93,113 (September 30, 2009: $53,110) consisted of $16,320 of grants from NRC-IRAP (which the Company started receiving in April, 2010), $61,667 of Goods and Services Tax (GST), $2,470 from interest from a bank investment, $1,985 for the refund of a rent deposit previously paid, and $10,671 from product sales and processing services. The inventory of $247,010 (September 30, 2009: $36,669) consists of the $209,128 cost the Company has incurred in the construction the new pilot-plant nutrarev machine, and $14,575 allocated to an older nutrarev machine that recently came back from being leased to Riverbend Plantation in Saskatchewan, and $23,307 in work in progress towards future sales. Prepaid expenses of $51,197 (September 30, 2009: $41,580) include advances to manufacturers, security deposits and certain retainers in the normal course of business. Accounts payable and accrued liabilities of $232,851 (September 30, 2009: $177,707) consists of current payables and accruals for audit services, annual compensation bonuses, warranties and other unbilled items. Amounts due to related parties of $104,940 (September 30, 2009: $49,517) includes those current payables and accrued liabilities due to parties related to the Company. 4. Results of operations The loss for the Period was $2,348,296 (2009: $1,427,565), through the following elements: Operating Revenue Product sales and other revenue, net of cost of sales, of $126,136 (2009: 73,534) represents the sale of microwave equipment, as well as processing services. Operating expenses This section explains the variances in operating expenses for the nine months ended June 30, 2010 and 2009 that warrant further discussion: Nine months ended June 30 2010 2009 % % of (Expressed in Canadian dollars) ($) ($) Change Expense General & Administrative 700,936 485,576 44.35% 28.13% Sales & Marketing 108,976 73,795 47.67% 4.37% Research & Development 1,274,422 632,436 101.51% 51.14% Stock-based compensation 407,640 328,420 24.12% 16.36% 2,491,974 1,520,227 64.52% 100.00% Page 7 of 19

General and administration: There was an increase in the total remuneration of management, primarily due to a larger year-end management bonus as compared to the one paid at the end of calendar year 2008. Shareholder communications and investor relations increased during the period principally due to the expansion of these efforts into the European and domestic markets. Administration and accounting expenses also increased as a result of increased activity of the Company, requiring the use of additional staff to assist with payroll and book-keeping and preparation of financial statements, budgets and other internal reports. The remaining expenses, which include office expenses, filing and transfer agent fees, legal fees, insurance and rental of office space, were comparable to those in the previous fiscal year. Sales and marketing: Sales and marketing includes salaries for staff focused on the sales of the Company s nutrarev technology and equipment, travel to potential customers, conferences and trade shows to create awareness of the Company s technology, and commissions paid on sales and successful lease agreements as well as office supplies directly related to sales. The increase in Sales and marketing costs in 2010 as compared to 2009 reflects as $24,795 increase in traveling expenditures to support increased sales and marketing activities. Research and development: Salaries: the Company has hired full time engineers and technicians to work on the design and construction of its biorev, and nutrarev equipment, and more recently the powderrev and freezerev projects. Research and development salaries include consulting fees paid to Dr. Durance. Materials used in the construction of prototype equipment also increased significantly over the comparable period during the preceding year. The Company also expanded its warehouse and laboratory facilities to accommodate for increased research and prototype equipment construction. Equipment testing and manufacturing costs were reduced by contributions such as the ones from the National Research Council Canada, which amounted to $116,812 for the nine months ended June 30, 2010 (2009: $70,103). In general terms, other items such patent costs, royalties paid, warehouse and lab expenses, reflect the increased R&D activity of the Company, working towards biorev, freezerev and powderrev design and prototype development. Stock-based compensation: During the nine months ended June 30, 2010, the Company approved for granting an aggregate of 690,000 incentive stock options to employees and a consultant. During the annual general meeting of shareholders of March 9, 2010, disinterested shareholders ratified the granting of 350,000 incentive stock options to directors and officers originally proposed on June 2, 2009. Subsequent to the end of the Period, the Company granted an aggregate of 110,000 incentive stock options to a consultant and an employee. For the options vested during the Period (including vesting of some options granted in prior periods), an amount of $407,640 (2009: $328,420) of stock-based compensation expense was charged to operations and contributed surplus. Other items The Company received $17,074 (2009: $19,128) in interest revenue from bank deposits and banker s acceptances. As the Company received the more significant amounts of cash during the latest private placement closed in February, 2010, and through exercise of warrants, the amount of interest over the nine month period is a reflection of smaller cash balance over the entire length of the reporting period. Page 8 of 19

5. Summary of quarterly results: Quarter ended ($) (Expressed in Canadian dollars) 30-Jun 31-Mar 31-Dec 30-Sep 30-Jun 31-Mar 31-Dec 30-Sep 2010 2010 2009 2009 2009 2009 2008 2008 Gross revenues 3,150 63,300 59,686 (15,888) 15,344 473,103 24,000 15,000 Cost of sales - - - (63,582) (7,943) (430,970) - - Net 3,150 63,300 59,686 (79,470) 7,401 42,133 24,000 15,000 Operating Loss (940,136) (754,794) (670,908) (549,142) (429,129) (467,270) (550,294) (156,847) Loss for the quarter (932,090) (749,748) (666,458) (545,131) (423,885) (458,776) (544,904) (157,646) Per share basic & diluted (0.02) (0.01) (0.01) (0.01) (0.01) (0.01) (0.01) (0.00) Total assets 6,961,699 6,053,571 2,275,693 2,210,717 2,627,254 838,842 1,217,214 1,649,387 Long term liabilities Nil Nil Nil Nil Nil Nil Nil Nil Cash dividends declared Nil Nil Nil Nil Nil Nil Nil Nil The increases in total assets as at June 30, 2010, March 31, 2010, and June 30, 2009, relate to cash received through private placements, the exercise of stock options and share purchase warrants. The decrease in gross revenues as at September 30, 2009, is the result of a reversal of revenue recognized, which will be recognized in future periods. The higher cost of sales amount is a result of a warranty accrual on the sale to Cal-San. Higher losses during the quarters ended June 30, 2010, March 31, 2010, December 31, 2009, and December 31, 2008, reflect a substantial increase in research and development activities, with associated increases in general, administrative and sales costs, including non-cash stock-based compensation. 6. Liquidity At the end of the Period the Company had cash and cash equivalents, restricted cash and accounts receivable of $6,124,169 (September 30, 2009: $1,867,318). As indicated in Section 3(a), during the nine months ended June 30, 2010, the Company raised an approximately $6.9 million through a private placement and the exercise of options and warrants, substantially enhancing its liquidity. The Company is working towards funding operations by realizing the sales revenue and ongoing royalties from its continuous nutrarev technology, the eventual commercialization of other REV technologies currently in the prototype stage and by actively looking for new research partnerships with financial power to further develop the Company s REV technologies. There is no assurance that these initiatives will be successful. The Company has not yet realized profitable operations and has relied on non-operational sources of financing to fund operations and, as at June 30, 2010, has an accumulated deficit of approximately $14.2 million. The Company s ability to continue as a going concern will depend on management s ability to successfully execute its business plan, achieving profitable operations and, potentially, obtaining additional financing. There is no assurance that these initiatives will be successful. Page 9 of 19

7. Commitments (a) On June 26, 1996, the Company entered into a 20-year exclusive world-wide license agreement with the University of British Columbia (UBC) for a microwave food drying-based technology used to create dehydrated food products. The agreement was amended in January 1998 and in December 2006. In accordance with the amended license agreement, the Company must pay royalties of 0.5% on the sale of consumable products, 3% on hardware product sales, 3% on leasing revenues and 20% on sublicensing revenue, with a minimum annual royalty of $5,000 per year. Royalties on sub-licensing and the sale of consumable products remain to be negotiated in good faith. During the Period, the Company recorded an expense of $5,000 resulting from the royalties. All payments required by June 30, 2010 have been made. (b) On April 30, 2004, the Company entered into a 20-year exclusive world-wide license agreement with UBC, commencing on May 1, 2004, for the process for production of Porous Solid Structures ( the Technology ) and any and all related patents or patent applications related to any improvements, variations, updates, modifications and enhancements of the Technology. The Company paid an initial $5,000 license fee. The Company will pay UBC royalties of 8% of gross revenues from all services performed utilizing the Technology, products manufactured using the Technology and from any commercial exploitation of the Technology. The Company will pay royalties of 3% of the gross revenue of hardware products incorporating the Technology, 10% of leasing revenue from leases of hardware products incorporating the Technology, and 20% of sublicensing revenue of the same. Royalties are to be paid quarterly. The Company will pay UBC an annual maintenance fee of $2,000 commencing on January 1, 2006. There minimum royalty payment schedule is as follows: 1st, 2nd & 3rd anniversary: 4th Anniversary: 5th Anniversary: 6th and successive anniversaries: All required minimum payments have been made. $nil $10,000 (Paid) $20,000 (Paid) $40,000 (6 th anniversary paid) (c) The Company entered into a Contribution Agreement with the NRC dated March 26, 1999. Under this agreement, effective January 1, 1999, the NRC will contribute a maximum of $480,474 to the Company based on 33% of its qualifying expenditures. Commencing January 1, 2002 the contribution is repayable to NRC at the rate of 2.3% of revenues to a maximum of $720,711. The Company is required to continue to make royalty payments until the earlier of the original contribution being fully repaid and January 1, 2012, after which time no further payments are required. During the nine months ended June 30, 2010, a total of $2,536 (2009 - $11,786) was paid or accrued to the NRC. (d) As part of a termination agreement dated June 30, 1998, and amended on September 5, 2006, the Company is committed to pay an amount equal to 2% of the cash flows, defined in the agreement as net profit adjusted by deducting long-term receivables, capitalised patent costs and adding back amortization charges, in each fiscal year subsequent to the year the Company first achieves $500,000 of cash flows, until such time as $150,000 has been paid. (e) On May 22, 2008, the Company entered into an Investor Relations agreement with AXINO AG ( AXINO ), of Stuttgart, Germany, to develop the Company s European presence. The term of the agreement is six months. The Company will pay a monthly fee of 2,500, and will refund AXINO for certain expenses. All fees and expenses pursuant to this agreement as at June 30, 2010 have been paid. (f) In May 2009, the Company entered into a Sponsoring agreement with BankM, a shareholder communications and investment banking firm in Germany, whereby the Company will pay an amount of 24,000 per year payable quarterly in advance for the respective three months. The agreement is automatically renewable for an indefinite time unless terminated by either party, on a semi-yearly basis with a six week notice. All fees and expenses pursuant to this agreement as at June 30, 2010 have been paid. Page 10 of 19

(g) On January 19, 2010, the Company renegotiated its existing lease agreement for the rental of office space for its administrative staff. The new lease term is for two years from January 19, 2010 to January 18, 2012. The monthly fee, exclusive of GST, will be $2,236 for the first year, and will increase by an amount of the greater of 4% or the consumer price index for the second year. (h) On August 1, 2009, the Company entered into a lease agreement for its workshop facility. Lease payments over the lease term, including all taxes except GST, are as follows for the remaining portion of the current fiscal year and future fiscal years: $ 2010 33,091 2011 66,418 2012 56,332 In addition, the Company will pay additional rent to cover its share of operating costs. (i) On March 11, 2010, the Company entered into a lease agreement for a pilot plant facility. Lease payments over the lease term, including all taxes except GST, are as follows for the remaining portion of the current fiscal year and future fiscal years: $ 2010 10,494 2011 32,907 2012 33,024 2014 34,015 2015 36,156 2016 24,515 In addition, the Company will pay additional rent to cover its share of operating costs. (j) On April 1, 2010, the Company entered into a lease agreement for a laboratory facility. Lease payments over the lease term, including all taxes except GST, are as follows for the remaining portion of the current fiscal year and future fiscal years: $ 2010 34,670 2011 69,341 2012 69,341 2014 34,671 In addition, the Company will pay additional rent to cover its share of operating costs (k) On October 1, 2009, the Company entered into an investor relations agreement with SectorSpeak. The term of the agreement is one year. The Company will pay a monthly fee of $3,000, and will refund SectorSpeak for certain expenses. The Company also agreed to grant SectorSpeak 200,000 stock options, vesting in quarterly intervals from the date of grant. All fees and expenses pursuant to this agreement as at June 30, 2010 have been paid. 8. Off-balance sheet arrangements There are no off-balance sheet arrangements, and no contingent liabilities. Page 11 of 19

9. Transactions with related parties The following are transactions with related parties took place during the Period: Management's Discussion and Analysis Nine months ended June 30 2010 ($) 2009 ($) Management fees paid to a company controlled by Dr. Tim Durance 121,590 95,539 Management fees paid to a company controlled by Mr. Salvador Miranda 69,600 46,534 Management fees paid to Tiber Investment Management Group Inc, and Thompson Planning, companies controlled by Ms. Jennifer Thompson, an Officer 48,793 36,482 Directors fees paid to Dr. Gary Sandberg, Director 1,500 1,500 Office rent paid to a InterAmerica Consulting & Development Inc., a company controlled by Mr. Salvador Miranda, Director and CFO - 954 Commissions on sales paid to Mr. Beenu Anand, Director 2,607 16,500 Patents and royalties paid to UBC 81,018 60,630 Research and development expenses paid to UBC 3,546 1,660 Sublease of premises from a company related to UBC 20,700 31,500 The amounts due to related parties were as follows: June 30, 2010 ($) September 30, 2009 ($) Amounts due to a company controlled by Dr. Tim Durance for consulting and administrative services and reimbursable expenses, and annual bonus accrual. 35,280 11,818 Amounts due to a company controlled by Mr. Salvador Miranda, for consulting and administrative services, and annual bonus accrual. 10,332 - Amounts due a company controlled by Ms. Jennifer Thompson in management fees, or amounts due to her for reimbursable expenses, and annual bonus accrual. 2,822 6,523 Amount due to Mr. John McNicol in reimbursable expenses, and annual bonus accrual. 44,839 - Amounts due or accrued to UBC or organizations related to UBC 11,667 29,354 104,940 49,517 During the year ended September 30, 2009, the Company performed some repair and maintenance work for UBC on certain REV equipment. Fees of $21,889 were charged to UBC and these fees were paid as at September 30, 2009. These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties, unless otherwise noted. All amounts above are non-interest bearing. 10. Third quarter of fiscal year 2010 (April June 2010) Please refer to Section 2(c) above for a highlight of activities taking place during this most recent quarter. Page 12 of 19

11. Proposed transactions There are no specific proposed transactions as at the date of this MD&A. 12. Critical accounting estimates Please refer to Note 2 of the financial statements for the nine months ended June 30, 2010 for a description of the Company s significant accounting policies. The preparation of financial statements in conformity with Canadian generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of revenues and expenses reported during the periods. Actual results could differ from those estimates. In the Company s case, management considers the following areas to be subject to critical accounting estimates that are very important to the portrayal of the Company s financial position and results of operations: Stock based compensation The Company estimates the fair value of stock options using the Black-Scholes Option Pricing Model which requires management to make a number of subjective assumptions for including risk-free interest rates; dividend yields; volatility of the expected market price of the Company s common shares; and the expected life of the options. The use of different assumptions could materially affect the fair value estimate. The Company estimates the risk-free interest rate based on Government of Canada benchmark bonds. The Company bases its estimate of the expected useful life of the option based on an analysis of the historical exercise of options by its employees. Volatility of its share price is based on the historical volatility and expected future volatility of the Company s common shares. The fair values of the options issued are being recognized as compensation cost over the vesting period of the options. Income Taxes In assessing the realizability of future tax assets and the application of the valuation allowance, management considers whether it is more likely than not that some portion or all of the future tax assets will not be realized. The realization of future tax assets is dependent upon the generation of future taxable income during the periods in which loss carry-forwards and temporary differences are deductible. The amount of the future tax asset considered realizable is based on management s estimates of future taxable income and takes into consideration tax planning strategies that management intends to pursue. A change in management s assessment of realizabilty of the Company s tax loss and other tax carry-forwards could have a material impact on the Company s reported financial results. 13. New and future accounting policies Credit risk and the fair value of financial assets and financial liabilities In January 2009, the EIC issued Abstract No. 173, Credit Risk and the Fair Value of Financial Assets and Financial Liabilities (EIC 173). EIC 173 requires an entity to take into account its own credit risk and credit risk of relevant counterparties in determining the fair values of financial assets and financial liabilities, including derivative instruments. This EIC, which was effective for the Company for the year-ended September 30, 2009, had no effect on the Company s financial statements. Effective interest method amendments to financial instruments recognition and measurement In June 2009, the CICA amended Section 3855 to clarify the application of the effective interest method to financial assets that were previously impaired. The effective interest method is a method of calculating the amortized cost of a financial asset or financial liability (or group of financial assets or financial liabilities) and of allocating the interest income or interest expense over the relevant period. This clarification had no effect on the Company s financial statements. Page 13 of 19

Business Combinations, consolidated financial statements and non-controlling interests On January 5, 2009, the CICA issued three new accounting standards: Section 1582, Business Combinations, Section 1601, Consolidated Financial Statements and Section 1602, Non-controlling Interests. Section 1582 provides clarification as to what an acquirer must measure when it obtains control of a business, the basis of valuation and the date at which the valuation should be determined. Acquisition-related costs must be accounted for as expenses in the periods they are incurred, except for costs incurred to issue debt or share capital. Section 1601 establishes standards for preparing consolidated financial statements after the acquisition date; Section 1602 establishes standards for the accounting and presentation of non-controlling interest. These standards apply to business acquisitions with an acquisition date on or before the first annual reporting period beginning on or after January 1, 2011. These standards apply to the Company beginning October 1, 2011. Amendments to financial instruments recognition and measurement On August 20, 2009, the CICA amended Section 3855 relating to the accounting for debt instruments. The amendments changed the categories into which debt instruments are required and permitted to be classified and eliminated the distinction between debt securities and other debt instruments. As a result, debt instruments not quoted in an active market may be classified as loans and receivables, and impairment is assessed using the incurred credit loss model. Loans and receivables that a company intends to sell immediately or in the near term must be classified as held-for-trading and loans and receivables for which the holder may not recover substantially all of its initial investment, other than because of credit deterioration, must be classified as available-for-sale. The amendments also permit reclassification of financial assets from the held-for-trading and available-for-sale categories to the loans and receivables category in certain circumstances and require reversal of impairment losses relating to available-for-sale debt instruments when, in a subsequent period, the fair value of the instrument increases and the increase can be objectively related to an event occurring after the loss was recognized. The amendments apply to annual financial statements relating to fiscal years beginning on or after November 1, 2008. These amendments were adopted beginning October 1, 2009, and have had no material impact on the Company s financial statements. Amendments to financial instruments disclosures During 2009, the CICA amended Section 3862 to require disclosures about the inputs to fair value measurements, including their classification within a three-level hierarchy that prioritizes the inputs to fair value measurement, and amended requirements relating to liquidity risk disclosures. The amendments apply to annual financial statements relating to fiscal years ending after September 30, 2009. These amendments were adopted beginning October 1, 2009, and have had no material impact on the Company s financial statements. International Financial Reporting Standards In 2006, the Canadian Accounting Standards Board ( AcSB ) published a strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian generally accepted accounting principles ( Canadian GAAP ) with International Financial Reporting Standards ( IFRS ) over an expected five year transitional period. The AcSB announced in February 2008 that 2011 will be the changeover date for publicly-listed companies to use IFRS, replacing Canadian GAAP. The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011.The effective date for the Company will be October 1, 2011. The transition date of October 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ending September 30, 2011. The Company has begun to understand, identify and assess the overall effort required to produce financial information under IFRS, however, at this time, the financial reporting impact of the transition to IFRS has not been determined. The Company expects a significant effort to be involved in this transition and has begun planning the transition to IFRS. During the fiscal year, Company staff attended a seminar focused on bio-tech companies. During the seminar, issues specifically affecting the Company, such as valuation of inventories, fixed assets, stock-based compensation, income taxes, revenue recognition, etc., were addressed, and some exercises using Company data were carried out. In addition, management has attended other IFRS information sessions. As a result of the above-mentioned activities, some of the areas of impact have been already identified qualitatively. During the coming months the Company will further assess the impact of the transition by performing quantitative tests and develop procedures to be implemented during the transition year starting on October 1, 2011. Page 14 of 19

14. Disclosure controls and forward-looking statements Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported on a timely basis to senior management, so that appropriate decisions can be made regarding public disclosure. As at the end of the period covered by this management s discussion and analysis, management evaluated the effectiveness of the Company s disclosure controls and procedures as required by Canadian securities laws. Based on that evaluation, management has concluded that, as of the end of the period covered by this MD&A, the disclosure controls and procedures, subject to certain limitations indicated below, were effective to provide reasonable assurance that information required to be disclosed in the Company s annual filings and interim filings (as such terms are defined under Multilateral Instrument 52-109 Certification of Disclosure in Issuers Annual and Interim Filings) and other reports filed or submitted under Canadian securities laws is recorded, processed, summarized and reported within the time periods specified by those laws, and that material information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure. Internal controls and procedures The Company s Chief Financial Officer and one of the Co-Chief Executive Officers (the Certifying Officers are responsible for establishing and maintaining disclosure controls and procedures ( the Procedures ); which provide reasonable assurance that information required to be disclosed by the Company under provincial or territorial securities legislation (the Required Filings ) is reported within the time periods specified. Without limitation, the Procedures are designed to ensure that material information relating to the Company is accumulated and communicated to management, including its Certifying Officers, as appropriate to allow for timely decisions regarding the Required Filings. Management has designed internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the Company s GAAP. There is no change in the Company s internal control over financial reporting. Management, including the Co-CEO and the CFO, do not expect that our disclosure controls or internal controls over financial reporting will prevent or detect all error or fraud. A control system, no matter how well designed or operated, can provide only reasonable, not absolute assurance that the control system s objectives will be met. The design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. The Company identified certain weaknesses and the need for improvement of controls and procedures in areas such as the segregation of duties, cash, inventory control, expenditures, taxation, and awareness of accounting implications of certain agreements and decisions. However, in the cases where segregation of duty deficiencies exist, they have to date not resulted in significant known misstatement to the financial statements as the Company relies on certain compensating and detection controls, including dual signatories on all cash disbursements, quarterly review of the financial statements and other information by the Audit Committee. These weaknesses and their related risks are not uncommon in a company the size of EnWave, because of the limitations of size and number of staff. Management is taking appropriate steps to further analyze areas of weakness, improve controls and reduce risks by taking active steps to design and implement procedures, including written documentation of these procedures, and the retention of external independent advice in certain key accounting, taxation and legal issues, as the Company does not presently have internal personnel with all the technical accounting or legal knowledge to address the more complex transactions. With these measures the Company aims to reduce the likelihood of a material misstatement or untimely disclosure in financial reporting. However, at present there is no assurance that this risk can be reduced. Forward-looking statements Certain statements in this MD&A constitute forward-looking statements, based on management's expectations, estimates and projections. All statements that address expectations or projections about the future, including statements about the Company's strategy for growth, research and development, market position, expected expenditures and financial results are forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company and other results and occurrences may differ from those reflected in the forward looking statements due to a variety of risks, uncertainties and other factors, including, without limitation: Page 15 of 19

EnWave s ultimate success in selling, licensing or generating a sustainable royalty stream from its biorev, freezerev, nutrarev, and powderrev technologies in the biotechnology and food industries will depend, in a large part, on whether these targeted markets view our technologies ( the EnWave technologies ) as safe, effective and economically beneficial. Market acceptance will also depend on the Company s ability to demonstrate that the EnWave technologies are attractive alternatives to existing options. If the Company fails to demonstrate feasibility or compete successfully against existing or potential competitors, its operating results may be adversely affected. EnWave s technologies targeted for use in the biotechnology industry will be subject to regulatory approval by a number of government entities, including the FDA in the United States and by comparable authorities in other countries. Technology development within this regulatory framework takes a number of years and may involve substantial expenditures. Any delays in obtaining regulatory approval would have an adverse impact on the Company s ability to earn future revenues. Research and development activities for new technologies are costly and may not be successful. There is no assurance that any of EnWave s technologies will be approved for marketing by the FDA or the equivalent regulatory agency of any other country. There is also no assurance that the Company will be able to generate additional technology candidates for its pipeline, either through internal research and development, or through the in-licensing or acquisition of other technologies. Even if a technology is approved for marketing by the applicable regulatory agency, there is no assurance that the Company will be able to ultimately deliver this technology on a commercial scale or obtain approvals for other technology candidates in the pipeline. EnWave s business is dependent upon securing proprietary rights to its technologies and the Company may be subject to intellectual property infringement claims by others. EnWave is currently dependent on third-party groups for developing its technology. The inability to design and build commercial scale technology in a timely manner could result in significant delays in development and commercialization of its technologies, which could adversely affect the Company s business, financial condition and results of operations. EnWave depends on third-party collaborators to license, co-develop and jointly commercialize some of its technologies. There is no guarantee these third-parties will meet the Company s expectations or be able to fully follow-through on their commitments to support successful commercialization of the EnWave technologies. The Company may face delays, difficulties or unanticipated costs in establishing licensing fees, royalties, sales, distribution and manufacturing capabilities or partnerships for its technologies which could adversely affect the Company s business, financial condition and results of operations. Technological developments by competitors may render EnWave s technologies obsolete. EnWave s business success and progress is dependent upon securing additional funding to expand its business and develop new technologies. If the Company cannot raise capital from investors or secure grants, it may limit the Company s research and development, ongoing testing programs, regulatory approvals and ultimately impact its ability to commercialize its technologies. The Company s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements were made, and the Company does not assume any obligation to update forwardlooking statements if circumstances of management s beliefs, expectations or opinions should change. For the reasons set forth above, investors should not place undue reliance on forward-looking statements. 15. Financial instruments The Company is exposed to a number of risks related to collection of receivables, settlement of liabilities and management of cash and cash equivalents. Page 16 of 19

Credit risk Management's Discussion and Analysis Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, restricted cash, and accounts receivable. The Company aims to protect its cash and cash equivalents from undue risk by holding them with various high credit quality financial institutions located in Canada. The Company s cash and cash equivalents consist primarily of deposit investments with commercial banks in Canada. The Company assesses the risk of default associated with a particular company. In addition, on an ongoing basis, management monitors the level of receivables attributable to each customer and the length of time taken for amounts to be settled and where necessary, takes appropriate action to follow up on those balances considered overdue. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company s objective to managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when due. The Company uses cash and cash equivalents to settle its financial obligations as they fall due. The ability to do this relies on the Company collecting its receivables in a timely manner and by maintaining sufficient cash on hand. At June 30, 2010, the Company s accounts payable and accrued liabilities were $232,851 (September 30, 2009 - $177,707) and due to related parties were $104,940 (September 30, 2009 - $49,517), all of which fall due for payment within twelve months of the balance sheet date. The Company manages liquidity risk through ongoing review of receivables balances and the following up of amounts past due and the management of its cash and cash equivalents and their allocation between cash on hand and short-term deposit. Market risk Market risk is the risk to the Company that the fair value or future cash flows of financial instruments will fluctuate due to changes in interest rates and foreign currency exchange rates. Interest rate risk The only financial instruments that expose the Company to interest rate risk are its cash and cash equivalents. The Company s objectives of managing its cash and cash equivalents are to ensure sufficient funds are maintained on hand at all times to meet day-to-day requirements and to place any amounts which are considered in excess of day-to-day requirements on short-term deposit with the Company's banks so that they earn interest. When placing amounts of cash and cash equivalents on short-term deposit, the Company only uses high quality commercial banks and ensures that access to the amounts placed can be obtained on short-notice. Currency risk As at June 30, 2010, all of the Company s cash and cash equivalents and restricted cash were held in Canadian dollars, the Company s functional currency. While the majority of the Company s operations are in Canada, there is a commitment denominated in US Dollars and compensation payment denominated in Euros therefore there is a foreign exchange risk associated with these balances. Sensitivity analysis The Company has completed a sensitivity analysis to estimate the impact on net loss and comprehensive loss for the nine months ended June 30, 2010 with a change in interest rates and foreign currency rates. The impact on net loss and comprehensive loss based on a 1.5% increase/decrease in interest rates and a 10% increase/decrease in US$ and Euros is not significant. Page 17 of 19

16. Management's responsibility for financial information The Company s management is responsible for presentation and preparation of the annual financial statements and the Management s Discussion and Analysis ( MD&A ). The financial statements have been prepared in accordance with Canadian generally accepted accounting principles ( GAAP ). The MD&A has been prepared in accordance with the requirements of securities regulators, including National Instrument 51-102 of the Canadian Securities Administrators. The financial statements and information in the MD&A necessarily include amounts based on informed judgments and estimates of the expected effects of current events and transactions with appropriate consideration to materiality. In addition, in preparing the financial information we must interpret the requirements described above, make determinations as to the relevancy of information to be included, and make estimates and assumptions that affect reported information. The MD&A also includes information regarding the impact of current transactions and events, sources of liquidity and capital resources, operating trends, risks and uncertainties. Actual results in the future may differ materially from our present assessment of this information because future events and circumstances may not occur as expected. 17. Other MD&A requirements a) Directors and officers Directors Officers Position Dr. Tim Durance Dr. Tim Durance Chairman and Co-Chief Executive Officer Mr. John McNicol Mr. John McNicol President and Co-Chief Executive Officer Mr. Salvador Miranda Mr. Salvador Miranda Chief Financial Officer Mr. Beenu Anand Dr. Gary Sandberg Ms. Jennifer Thompson Vice President, Corporate Development b) The Company, as a "venture issuer", is not required to prepare an Annual Information Form ( AIF ) at this stage. Copies of all previously published financial statements, management discussions, meeting materials, press releases, etc., are available on Company's website at www.enwave.net, or on the SEDAR website at www.sedar.com c) Information pursuant to sections of National Instrument 51-102: i) Section 5.3: Please refer to Notes #1 and 2 to the financial statements for the Period. ii) Section 5.4: Share Capital: please refer to Note #6 to the financial statements for the nine months ended June 30, 2010. As at the date of this MD&A the Company has: Common shares issued and outstanding: 58,208,894. Share purchase warrants: 2,317,644 with a weighted-average exercise price of $1.11 per warrant. Each warrant entitles the holder to purchase one common share of the Company. Stock options: 6,185,000 outstanding (5,243,333 exercisable), with a weighted average exercise price of $0.41. Each stock option entitles its holder to purchase one common share of the Company. The weighted-average expected remaining contractual life is 2.61 years from June 30, 2010. Page 18 of 19

The distribution of options granted to the directors and officers as at the date of this MD&A is as follows: Name of optionee Options outstanding Weighted average exercise price Date granted Expiry date Tim Durance 500,000 $0.33 2007-02-09 2012-02-09 400,000 $0.40 2007-12-31 2012-12-31 400,000 $0.30 2008-12-31 2013-12-31 John McNicol 100,000 $0.30 2006-10-17 2011-10-17 1,300,000 $0.33 2007-02-09 2012-02-09 400,000 $0.40 2007-12-31 2012-12-31 400,000 $0.30 2008-12-31 2013-12-31 Salvador Miranda 150,000 $0.48 2007-03-16 2012-03-16 100,000 $0.35 2009-06-02 2014-06-02 Beenu Anand 100,000 $0.35 2009-06-02 2014-06-02 Gary Sandberg 50,000 $0.48 2007-03-16 2012-03-16 50,000 $0.35 2009-06-02 2014-06-02 Jennifer Thompson 150,000 $0.15 2006-02-01 2011-02-01 100,000 $0.48 2007-03-16 2012-03-16 100,000 $0.35 2009-06-02 2014-06-02 The fully diluted capital of the Company, including common shares, warrants and options, stands at 66,711,538 common shares as at the date of this MD&A. On behalf of the Board EnWave Corporation (Signed) John McNicol John McNicol President and Co-Chief Executive Officer * * * * * Page 19 of 19