Exhibit 4.5


 


VIQ Solutions
Inc.


(the “Company”)


 


RESTATED 2019 MANAGEMENT’S
DISCUSSION AND


ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


  


Notice to Reader


 


The management’s
discussion and analysis of the Company for the year ended December 31, 2019 has been amended following a continuous disclosure review
by the Ontario Securities Commission (the “OSC”) of the Company’s disclosure record. This restated 2019 management’s
discussion and analysis of financial condition and results of operations (the “Amended MD&A”) was filed to address
comments received from the OSC and to improve the Company’s disclosure. In particular, the Company has made revisions in this Amended
MD&A as follows.


 


The Company has
clarified and provided additional disclosure in the Amended MD&A explaining the non-GAAP measures presented therein, specifically
Adjusted EBITDA, and has provided a reconciliation clarifying the calculation of Adjusted EBITDA from Net Loss, the most directly comparable
measure to Adjusted EBITDA under IFRS.


 


The Company has
revised the Amended MD&A to provide additional comparative financial information for the eight quarters ended December 31, 2019.


 


The Company has
revised the disclosure in the Amended MD&A to remove references to non-recurring, infrequent and unusual amounts.


 


The Company has
revised the Amended MD&A to more clearly disclose its results of operations for the years ended December 31, 2019 and 2018 and the
period over period change in the Company’s results of operations over such periods.


 


The Company has
revised the Amended MD&A to provide additional disclosure relating to the impact of seasonality on the Company’s business.


 






     


     


    

 


 


 


VIQ
Solutions Inc.





 


Restated 2019
Management’s Discussion and Analysis of Financial Condition and Results of Operations


 


(Expressed in United
States dollars)


 





 


https://viqsolutions.com/


 






     


     


    

 


VIQ
Solutions Inc.





 


VIQ Solutions Inc.


Management’s
Discussion and Analysis of Financial Condition and


Results of Operations
for 2019





 


Basis of Presentation


 


The following Management’s
Discussion and Analysis (“MD&A”) comments on the financial condition and results of operations of VIQ Solutions Inc.
(“VIQ” or the “Company”) for year ended December 31, 2019. The information contained herein should be read in
conjunction with the audited consolidated financial statements for December 31, 2019.


 


The consolidated
financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued
by the International Accounting Standards Board (“IASB”) applicable to the preparation of consolidated financial statements.


 


The policies applied
in the consolidated financial statements are based on IFRS policies effective as of November 19, 2020 the date the Board of Directors
approved the consolidated financial statements for the year.


 


This document contains
forward-looking statements, which are qualified by reference to, and should be read together with, the Forward-looking Statements section
of this MD&A.


 


Unless the context
otherwise requires, all references to “VIQ”, “Company”, “VIQ Solutions”, “our”, “us”,
and “we” refers to VIQ Solutions Inc. and its subsidiaries. Additional information regarding the Company is available on
SEDAR at www.sedar.com. This MD&A is dated November 19, 2020. All amounts herein are presented in United States dollars, unless otherwise
stated.





 


Forward-looking
Statements


 


This MD&A contains
forward-looking statements about our achievements, the future success of our business and technology strategies, performance, goals and
other future events. Management’s assessment of future plans and operations, cash flows, methods of financing and the ability to
fund financial liabilities, and the timing of and impact of adoption of IFRS and other accounting policies may constitute forward-looking
statements under applicable securities laws and necessarily involve risks including, without limitation, the risks identified above including
COVID-19 pandemic globally. The subsequent event outlines in details COVID-19 impacts and risks.


 


As a consequence,
the Company’s actual results may differ materially from those expressed in, or implied by, the forward-looking statements. Forward-looking
statements or information are based on a number of factors and assumptions which have been used to develop such statements and information,
but which may prove to be incorrect. Although VIQ Solutions believes that the expectations reflected in such forward-looking statements
or information are reasonable, undue reliance should not be placed on forward-looking statements because the Company can give no assurance
that such expectations will prove to be correct.


 


In addition to
other factors and assumptions which may be identified in this document and other documents filed by the Company, assumptions have been
made regarding, among other things: the impact of increasing competition; the general stability of the economic and political environment
in which VIQ Solutions operates, including significant changes in demand from our clients as a result of the impact of a global economic
crisis and capital markets weakness; the risk of potential non-performance by counterparties, including but not limited to, clients and
suppliers, during uncertain economic conditions; our dependence on a limited number of clients; our dependence on industries affected
by rapid technological change; our ability to successfully manage our operations internationally including in the United Kingdom, Australia
and the United States; the challenge of managing our financial exposures to foreign currency fluctuations; our ability to obtain qualified
staff and services in a timely and cost-efficient manner; our ability to obtain financing on acceptable terms including anticipated sources
of funding of working capital and financial losses which may include securing credit facilities, accessing new equity, corporate acquisitions
or business combinations or joint venture arrangements; the ability to secure new contracts on terms acceptable to the Company; the ability
to successfully develop new products; the Company's ability to effectively register, for protection, its new and existing products in
certain jurisdictions; the Company's ability to protect new and existing products from proprietary infringement by third parties and
its ability to effectively enforce such proprietary infringements; taxes in the jurisdictions in which the Company operates, including
Canada, the United Kingdom, Australia and the United States; and VIQ Solutions' ability to successfully market its products. Readers
are cautioned that the foregoing list of factors is not exhaustive.





 


The purpose of
the forward-looking statements is to provide the reader with a description of management’s expectations regarding the Company’s
2020 outlook and may not be appropriate for other purposes. Readers are encouraged to read the section entitled “Risk Factors”
in this MD&A for a broader discussion of the factors that could affect our future performance. Furthermore, the forward-looking statements
contained in this document are made as at the date of this document and the Company does not undertake any obligation to update publicly
or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except
as may be required by applicable securities laws.


 






    
	Management Discussion & Analysis	Page 1




     


    




 


VIQ
Solutions Inc.





 


VIQ Solutions Inc.


Management’s
Discussion and Analysis of Financial Condition and


Results of Operations
for 2019










 


Trends in Our
Business


 


VIQ Solutions combines
artificial intelligence (AI)-driven voice and video capture technology and services to securely manage digital content in the most rigid
security environments including governments, courts, insurance, law enforcement, media content, news and conferencing.


 


We help our cybersecurity
focused clients securely speed the capture, creation, and management of large volumes of information, preserve the unique value of the
spoken word and video image, and deliver meaningful data our security focus customers can utilize.


 


Globally, the Company’s
1,300+ clients are engaged in a profound digital transformation driven by an expansion in the amount of evidence captured from audio,
video, sensors, body cameras, drones, and smartphones that need to be documented.


 


As volumes continue
to increase, the operational pressure to transform digital evidence to documents and transcripts, particularly for multi recordings and
multi speakers, in a faster, more secure and cost-effective manner, continues to drive the digital transformation for our clients. We
enable our clients’ digital transformation by implementing cybersecure capture solutions, driving the migration to Cloud solutions,
enabling hybrid technology services with human to machine workflow, and employing Artificial Intelligence tools such as speech recognition,
sentiment analysis, markets specific lexicon and algorithms. These trends will accelerate in the future.


 


VIQ is in full
execution mode, driving our strategy through the next level of integration and acquisitions and continuing to create long-term enterprise
value for shareholders.


 


Our acquisition
of three leading transcription providers in the United States in Q418 expanded our transcription services business with the provision
of secure, multi-speaker transcription services to law enforcement agencies, major insurance companies and criminal justice organizations.
These acquisitions extend our total addressable market to an estimated $8.5 billion in the US Transcription market alone, comprising
of $6.4 billion in Government related services and $2.1 billion in Insurance related services. The total addressable market is expected
to grow to $10.6 billion by the end of 2021 as the digitization of these markets accelerate.


 


 


 



    
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Solutions Inc.





 


VIQ Solutions Inc.


Management’s
Discussion and Analysis of Financial Condition and


Results of Operations
for 2019










 



 





Like the healthcare
sector a decade ago, these markets are highly fragmented and at the early stage of a substantial digital transformation as machine learning
and AI are better suited for multi speaker documentation and human to machine collaboration within a highly secured cloud environment.


 


We now have more
than 1,300 clients throughout the United States, Australia, Canada, and EMEA. Our clients capture several hundred million minutes of
audio and video evidence per year, either through VIQ capture products and/or a range of third-party products. From that content, VIQ
currently transcribes a significant portion of its revenue charged per word, per page, and per minute.


 


Our growth opportunity
for 2020-2021 comes from increasing our market share and improving operating margins through global adoption of VIQ industry leading,
AI-based integration of human and machine workflow. The Company plans to increase its technology reach to existing clients resulting
in a 50% increase in transcription volume and an increase in its baseline revenue run rate to over $36M by end of 2020, before factoring
in new sales or additional M&A. The technology and talent investments are made to scale.


 


We see significant
positive trends in our client requirements that align with our product strategy, including:


 


		I.	A
                                            dramatic expansion of evidence captured from audio, video, sensors, and through a broader
                                            range of next generation microphone arrays, mobile cameras, drones and smartphones. In parallel,
                                            there is an increasing need to find better methods to access and analyze content;



 


		II.	A
                                            greater focus on captured and distributed content security and privacy of evidentiary documentation
                                            as cyberattacks become more sophisticated and state-sponsored;



 


		III.	A
                                            growing interest in and implementation of secure Cloud-based storage;



 


		IV.	An
                                            increased rate of adoption of mobile and software-as-a-service capabilities and;



 


		V.	A
                                            greater demand for AI capabilities to assist people with workflow, data mining and data analytics.



 


Law Enforcement


 


The industry continues
to trend towards implementing technology for multi-channel evidence recording and leveraging various AI tools such as speech recognition
for document generation.


 


Demand is increasing
for our latest capture and processing products, such as MobileMicProTM and aiAssistTM. At their core, these are powerful new market-specific
AI and workflow technologies have advanced cybersecurity and content protection.


 


Our Law Enforcement
transcription services continue to see an ever-expanding need for securing content at all stages of the workflow. Early implementations
stress how significant secure transactions are in purchase decisions.


 






    
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VIQ
Solutions Inc.





 


VIQ Solutions Inc.


Management’s
Discussion and Analysis of Financial Condition and


Results of Operations
for 2019









 


Justice


 


Many of our long-term
clients and new prospects are looking outside the traditional on-premise, licensed solutions and are the importance of simple interfaces
with sophisticated back-end capabilities. The lengthy storage requirements create massive amounts of captured content and documentation
of audio/video files which can exceed what makes sense for on-premise storage. We are experiencing increasing interest in new secure
Cloud offerings from long-term clients in order to increase security and drive operating costs via machine draft transcription. The provision
of integrated services is also a significant opportunity as clients and prospects seek a single source provider that understands their
needs. 


 


Insurance


 


Similar to Law
Enforcement, many major insurance companies capture and manage recording content that must be maintained with veracity if required to
support legal proceedings. The ability to efficiently and securely share an audio recording that results in an accurate verbatim transcript
with exceptional turn-around time is critical. Current implementations of NetScribeTM offer simple, fast and yet powerful results that
will result in meaningful gains in workflow efficiencies. 


 


Mobility and
Technology


 


All our major markets
and lines of business share common ground. Our critical areas of focus are:


 


		I.	Protection
                                            and security of content



 


		II.	Movement
                                            towards larger longer-term Cloud-based storage capabilities



 


		III.	Adoption
                                            of simple, easily operated capture products on familiar mobile platforms



 


		IV.	Providing
                                            the most appropriate AI to our markets









 


We continue to
build proprietary, advanced AI technology to assist our clients optimize their content workflow, including market-specific speech recognition,
data analytics, and transcript generation.


 








 


International
Partner Programs and Joint Ventures


 


Identifying and
utilizing the best-in-class partners is a critical aspect of our transformation and expansion of international reach. Our approach to
selling our solutions and services through an expanded and highly qualified distribution network while fostering strong relationships
with key partners is beginning to produce encouraging results.


 






    
	Management Discussion & Analysis	Page 4




     


    







 


VIQ
Solutions Inc.





 


VIQ Solutions Inc.


Management’s
Discussion and Analysis of Financial Condition and


Results of Operations
for 2019





 






The dramatic explosion
in sources of evidence and the need to access, mine and analyze that content is driving the demand to generate outcomes more efficiently
and effectively. We believe our solutions deliver to our clients more flexible and simplified capture, resulting in faster and more accurate
documentation. Combined with sophisticated workflow tools, they deliver the power to generate new efficiencies and more effective analysis
of evidentiary content. These solutions will transform the way our clients exploit these technologies to affect real business change
and exploit new opportunities.


 


A few years back,
we identified the need for providing the ability to generate new value from clients stored digital assets through the application of
specialized artificial intelligence and analytics.


 


Applying our specialized
service framework (aiAssist), our capture products (CaptureProTM and MobileMic Pro) and our transcription workflow product (NetScribe)
enables our clients to leverage market proven artificial intelligence tools and methods that allow them to mine and process enormous
volumes of disparate data in minutes versus traditional techniques that take far longer. This produces significant time and cost benefits
and allows our industry professionals to review and assess the record in near real-time.


 





 


Digital Transformation



 


VIQ clients are
engaged in a profound digital transformation that has been recently accelerated due to the COVID-19 pandemic. Trusted highly secured
digital evidence is a significant component of such transformation both in terms of volume, security, and business outcomes needed to
use evidence effectively.


 


Three years ago,
we stated that the transformation of digital audio and video content would become the foundation for our future growth. Using that hypothesis,
we defined our strategy to make the necessary investments in technology to drive the industry through a true digital transformation in
our markets.


 


In fiscal years
2018/2019, we continued our innovation to develop significant new technologies to further the transformation, which included mobility,
secure workflow, Cloud-based, and Software-as-a-Service (SaaS) offerings that reflect trends we continue to see in the market.


 


We appointed new
and experienced operating and management executives and tapped into the wealth of knowledge gained through our acquisitions. These new
leaders enabled us to expand and scale the business with a clear focus on becoming the leader in digital transformation in our specialized
B2B markets. We amplified our focus on operating leverage, consolidated management, and resource allocation, combined with an accelerated
and aggressive stance on accretive mergers and acquisitions to increase the quantity and quality of revenues.


 






    
	Management Discussion & Analysis	Page 5




     


    

 



 


VIQ
Solutions Inc.


 


VIQ Solutions Inc.


Management’s
Discussion and Analysis of Financial Condition and


Results of Operations
for 2019

 


We intend to aggressively
pursue these growth opportunities by following through on critical elements of our strategy.


 


The Company’s
key strategies remain on track:


 


		·	Improve
                                            revenue quality by transitioning toward SaaS accounts;



 


		·	Grow
                                            VIQ’s client and talent base through organic growth and strategic acquisitions;



 


		·	Cross
                                            sell a range of purpose-built software products and services to increase wallet share with
                                            our existing client base;



 


		·	Implementing
                                            country specific technology stacks enabling the migration of clients in the United States,
                                            Australia, EMEA and Canada to complete a revolutionary end to end workflow switch into a
                                            highly secured cloud computing infrastructure.



 


The Company’s
key financial strategies consist of:


 


		·	Migrating
                                            VIQ toward higher quality and higher margin revenue;



 


		·	Supporting
                                            an operational and acquisition strategy with low cost liquidity; 



 


		·	Expanding
                                            gross margin through VIQ’s unique cybersecurity, AI and cloud workflow solutions that
                                            are applied to substantial volumes of voice and video data.



 


The Company has
been consolidating operations into its core production facility in Phoenix, Arizona. It will consolidate six of the eight offices in
the United States that were inherited with the acquisitions. Phoenix remains the Company’s global operating location.


 


Continue to
Innovate Technology


 


VIQ has long been
a global leader in the capture of sensitive digital evidence information. New technological trends, including the shift to secure transfer
of media, the emergence of low-cost hardware that has enabled the interconnection of devices and the collection of vast amounts of audio
and video data are driving new opportunities for VIQ. Our broad set of refreshed and new technologies, applications, intellectual property,
and expanded service offerings provides our clients with the opportunity to generate measurable business improvements. We continue to
aggressively strengthen our AI framework with a specific short-term focus on multi-speaker capabilities. This represents a critical need
within our markets and clients will quickly reap the benefits with its rollout.


 


VIQ is focused
on driving digital transformation of the full range of captured evidence by our clients. The strategy is to deliver an AI and human workflow
platform where machines perform the bulk of high-volume work, including speech to text, while humans perform QA and improve machine results
via machine training roles. Our patent-pending aiAssist framework focuses on delivering better results to our clients via market and
client specific vocabulary and custom language models.


 


VIQ’s products
are delivered in both local and cloud formats using modern container-based technologies to scale and adapt to client processing patterns
while maintaining privacy and confidentiality using advanced cybersecurity methods.


 









    
	Management Discussion & Analysis	Page 6




     


    

 


VIQ
Solutions Inc.


 


VIQ Solutions Inc.


Management’s
Discussion and Analysis of Financial Condition and


Results of Operations
for 2019

 


Cybersecurity is
designed into all our products, from mobile to desktop, web, and cloud-based systems including all content movement between devices.


 


VIQ creates the
most flexible and functional capture software for fixed rooms (courts, interview rooms), workplace and vehicle computers, telephony (SIP)
and remote or mobile capture scenarios. Our AI-powered transcription platforms are designed to support audio and video that is captured
on any system, from any vendor, to bring the value of Artificial Intelligence to our clients.


 


Cloud and SaaS
offerings provide better security than private corporate or government data centers. VIQ products embrace Cloud and SaaS offerings using
advanced microservice based architecture to securely bring the value and flexibility of Amazon and Azure cloud offerings to our clients.


 


VIQ’s patented
digital workflow in aiAssist combines AI tools in the optimum sequence to generate the best results for each audio and video processing
problem.


 


Our workflow engine
in NetScribe routes work to the transcriber with the best experience for the job and maximizes utilization of our large work pool located
across the US, Australia and Canada.


 


Speech Recognition


 


This is one of
the foundations for the VIQ transcription platform and is mandatory to drive our patent pending innovation.


 


We plan to further
develop our speaker recognition, which is designed to identify individual speakers in a recording to improve diarization. Our approach
is to find the best methods from the many emerging methods and integrate those into our aiAssist framework.


 


The aiAssist framework
processes audio and automatically routes to NetScribe for human review and formatting. Any edits are used to improve the AI tools, which
are the foundation of VIQ Human and Machine Collaboration. It changes how work is defined and results in significant productivity gains
and faster turnaround times for our clients. This demonstrates how VIQ is disrupting traditional transcription workflow and gaining productivity
improvements.


 


VIQ is at the forefront
of Human and Machine collaboration using the aiAssist framework and NetScribe workflow to disrupt the traditional transcription workflow.
aiAssist speech to text tools perform the initial transcription in a fraction of human time but humans perform QA and train the AI to
improve future results.


 


Markets Specific
Vocabulary


 


Each of our markets,
i.e. Law Enforcement, Insurance, Courts and Government, have a set of specialized vocabulary and use of that vocabulary. VIQ generates
value by building AI tools optimized for each client and their specific requirements, which is a major competitive differentiation separating
VIQ’s speech to text over other companies.


 


VIQ plans to continue
building its market specific lexicon and find methods to expand on the limited lexicon capabilities in existing generic speech recognition
engines provided by the market. VIQ is currently rolling out an API approach that abstracts the lexicon function and injects standardized
results into any speech to text engine selected by clients. Our approach will reduce the lexicon integration to build a service that
maps our standard lexicon to the method used by each speech engine, thus capitalizing on the big lexicon investment.


 






    
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VIQ
Solutions Inc.


 


VIQ Solutions Inc.


Management’s
Discussion and Analysis of Financial Condition and


Results of Operations
for 2019

 





 


Grow Subscription
and SaaS Revenue


 


Through 2019, VIQ
continued to invest in infrastructure, technology, products and people to transition toward a software as a service (“SaaS”)
revenue model providing the platform to clients for a monthly fee. While faster with new clients, the transition from traditional licensing
to subscription and SaaS is a multi-year incremental process that is driven by the renewal cycle with most of our clients. Given the
size, nature and visibility of our sales pipeline, VIQ anticipates this SaaS option will continue to gain significant traction in multiple
markets with security conscious clients as they seek secure, intelligent Cloud-based platforms.


 


Improve Margins
to Drive Business Value


 


The cornerstone
of our strategy is exploiting the market-specific AI technologies that enhance our clients human resource capabilities and documentation
workflow. We expect that a major revolution in how audio/video evidence is translated to documented evidence is about to occur. As we
implement advances such as our NetScribeTM and aiAssistTM products and realize efficiency gains, margins will improve.


 


We will offer our
clients significant advantages over competitive workflow solutions. As outlined below, we expect that the price and cost of transcription
will drop over time as human labor is assisted by machine capabilities. In a subscription-based SaaS revenue model, the human component
of transcription decreases from 100% to 20% over time, powered by the AI component increasing from 0% to 80%.


 


VIQ is poised to
benefit from this margin improvement through continued reinvestment in the business and integrated value-add services and solutions for
clients. Our future enterprise value creation lies in this digital market transformation now in its infancy.


 


World-class
Leadership Team


 


The three acquisitions
we completed towards the end of 2018 delivered a wealth of leaders experienced in our core markets. This experience and knowledge added
further depth to our organization and a new organizational structure which reflects our expanded business strategy. With these leaders
in place, the integration of products, services and processes becomes a seamless and disciplined effort. The integrated organization
has a clear opportunity to drive operational synergies and feedback between products, services and growth.


 






    
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VIQ
Solutions Inc.


 


VIQ Solutions Inc.


Management’s
Discussion and Analysis of Financial Condition and


Results of Operations
for 2019

 


During Q2, Mr.
Alexie Edwards joined the Company as CFO to lead the company expansive growth reporting directly to the CEO Mr. Pare. Mr.
Edwards is a highly experienced financial technology executive. For the past six years he had a significant role in the growth of
Jonas Software where he was Vice President Finance. Jonas Software is one of the largest software divisions of Constellation
Software. Through multiple acquisition integrations in various international jurisdictions, Mr. Edwards enabled substantial
shareholder value.


 


During Q3 FY19,
Tony Incardona joined the Company as SVP of Global Sales and Business Development. Mr. Incardona’s appointment is the final piece
completing VIQ’s seasoned leadership team. He has an executive responsibility for building a global sales organization, strengthening
the corporate sales strategy and creating global partnerships. His appointment was a critical step in VIQ's ability to anticipate evolving
client needs, drive new business around the world and to achieve revenue growth objectives.


 


Please refer to the
Company web site https://viqsolutions.com/about for a consolidated view of the Company leadership team and profiles. 


 


Continue
Strategic Acquisitions


 


In Q1 FY20, we
announced the completion of the fourth and fifth strategic acquisitions that significantly grew our presence in key US-based markets,
including Content Media, News and Conferencing. These value-added acquisitions were immediately accretive to our business and added a
significant amount of long-term contracted clients which increased the opportunity to leverage our technologies and cross sell our products.


 


These acquisitions
also enable us to directly offer business workflow improvements, scalability and a wide range of new benefits to our clients by leveraging
our innovative technologies and the ability to develop our AI algorithms through an increased volume of audio and video data. The Company
has built a disciplined approach to identifying and closing key acquisitions and we continue to look for additional value-add opportunities.


 





 


Drive Client
Value-add Through Enhancing the End-to-End Value Chain


 


With the introduction
of our Cloud and subscription-based AI-driven offerings, we have vertical integration in our markets from the capture through mining
of content. The end-to-end solutions provide clients a single source for their capture, manage and mine needs as they relate to digital
evidence.


 


These full-spectrum
offerings drive further efficiencies in our clients’ business and provide solutions and upgrades that create measurable outcomes.
Our emphasis on cybersecurity enables us to target high profile, highly data-sensitive growth markets in regulated government institutions.
The integration of products across our solutions and services provides an essential feedback loop where product improvements lead to
enhanced services that generate innovations in products.


 






    
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Solutions Inc.


 


VIQ Solutions Inc.


Management’s
Discussion and Analysis of Financial Condition and


Results of Operations
for 2019



 





 


Pursue Strategic
Partnerships and International Joint Ventures


 


Continuing into
2020, we will engage selected opportunities for collaboration, innovation, and marketing relationships to accelerate our growth and expand
our presence globally. We are actively pursuing opportunities to leverage new technologies, execute on new business opportunities, and
grow our client base while providing new business value to our clients.


 


A full set of R&D
initiatives anticipated to generate revenue is in development and aimed at driving new services and products for our clients and partners.


 


Over the last three
years, we gained valuable experience in acquiring and integrating businesses and technologies. This knowledge will continue to deliver
exponential value to all our clients and stakeholders.


 


Operating
Performance: Insights on 2019 Results


 


In 2019, we began
the commercialization of the investments made in 2018 and before to enhance our technology platform capabilities and readiness for scalability
ahead of our first three acquisitions. While these investments did reduce Adjusted EBITDA significantly in the short-term, they are now
driving efficiencies, improving gross and operating margins, broadening offerings, and enabling the technology to support a multiple
of the current volume. The investments we made in 2016 on cybersecurity, plus the continued investments in workflow, cloud, AI and mobility,
have become the foundation for 2020-2021 growth.


 


We anticipate that
technology improvement synergies will increase acquisition targets’ gross margin by 15-20% in the first 18 months of consolidated
operations, while cost savings will reduce acquisition targets’ G&A costs (as a proportion to revenue) by up to 20% in the
first 18 months of consolidated operations.


 


During 2019, VIQ
generated revenue from approximately 1,300 clients across 47 states in the United States and 15 countries.


 


Client revenue
segmentation by Dec 31, 2019, was approximately 40% Law Enforcement, 25% Insurance, and 35% Justice & Legal with clients including
major law enforcement, courts, and government agencies as well the top four Fortune 500 Insurance companies in the United States.


 


Subsequently, in
Q1 FY2020, acquisitions of WordZ and ASC added new verticals, Media, News, and Conferencing, along with some strategic Fortune 500 clients.


 






    
	Management Discussion & Analysis	Page 10




     


    


 


VIQ
Solutions Inc.


 


VIQ Solutions Inc.


Management’s
Discussion and Analysis of Financial Condition and


Results of Operations
for 2019



 


We have implemented
four operational cloud instances to support the localization of NetScribe, MobileMic Pro, and aiAssist platforms in the United States,
Australia, Europe and Canada using AWS and Azure clouds designed specifically for government solutions. The Company plans to deploy new
cloud-based infrastructure in two more regions globally by end of 2020 in order to support sales and new clients.


 


The revenues consist
of a combination of new long term (3-5+ years) technology and services contracts being delivered annually, quarterly and monthly via
various forms of subscriptions in addition to existing long-term technology and service contracts already in place with our clients and
partners.


 


The Company announced
the migration of the first client groups onto the NetScribe and aiAssist platform in Q1 2019, as other clients continued to migrate onto
the platform throughout 2019. As operational leverage improves with scale and VIQ realizes its anticipated margin improvements, the Company
will continue to report operational milestones.


 


During 2019, we
initiated plans for a substantial percent of our clients to be migrated to NetScribe using one of the Company’s four cloud-based
infrastructures that are now operational around the world.


 


Overall, the Company
is on a path to a revenue run rate of over $36M by end of 2020, before factoring in new sales or additional M&A.


 


Financial guidance
including revenues and Adjusted EBITDA projections for 2020 taking into consideration these new sales, targeted new acquisitions and
new partnerships are not disclosed by the Company at this time.


 


Enterprise
Value Creation


 


Due to the size
and magnitude of the transformation throughout 2019, management believes it will take some time for markets and shareholders to appreciate
the short-term and medium-term impacts of the transformation on the Company’s enterprise value. The Company continues to increase
its investor and public relations efforts in order to disseminate and communicate broadly its strengths, strategy and the opportunities
ahead for existing shareholders and new investors.


 


Despite COVID-19
and associated equity market’s correction in the past month, the Company’s total enterprise value of USD $56 million is approximately
50% higher than one year ago. VIQ’s enterprise value is comprised of the Company’s market capitalization at March 31st 2020
of $43.8million, and net debt of $14.7 million. This compares favorably to VIQ’s enterprise value of a year ago at March 31st 2019
of approximately $37 million comprised of a market capitalization of $25 million plus net debt of $12 million.


 





 






    
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VIQ
Solutions Inc.


 


VIQ Solutions Inc.


Management’s
Discussion and Analysis of Financial Condition and


Results of Operations
for 2019



 


Enterprise
Assets


 


The Company views
its enterprise value as being built upon three classes of revenue: VIQ Technology Services, VIQ SaaS Software and VIQ aiAssist artificial
intelligence.


 


According to external
EV assessments, we believe that each class of revenue comes with different estimated EV multipliers. Once blended, long-term EV creation
can be estimated, and is a tool that VIQ management looks at in order to pursue long term value creation for the Company.


 


To this end, the
Company continues to execute its growth plan focusing on quantity and quality of revenues and an increasing volume of audio and video
evidence being captured and transformed from analog and manual to digital and machine learning throughout 2020. In parallel, the Company
plans to increase its public reporting and make available client success stories in leading the digital transformation in a large and
highly fragmented US market.


 


During 2020, the
Company expects to enter full implementation mode driving our strategy through the next level of execution to create long-term enterprise
value for shareholders. We plan value-add accretive acquisitions, rolling out our new technologies and providing broader, enhanced offerings
to our clients. We are proud of our global presence and look to a short-term goal of further enhancing our US-based business.


 


Looking forward,
we plan to integrate all our services and solutions to provide our clients with a single source for the most advanced seamless workflow
from capture through management to mining their digital assets. This will continue to improve the measurable value-add that our business
can offer our clients.


 


SaaS
and Hybrid SaaS Revenue 


 


One of the Company’s
key growth strategies is to improve the revenue quality by transitioning to SaaS and AI accounts. This is a multi-year incremental transition.
This will be driven by the improvement in the size and quality of our three revenue streams: VIQ technology services, VIQ SaaS software
and VIQ aiAssist, focused on the design, development and deployment of AI services to our operating brands, clients and partners globally.


 


Intellectual
Properties and Patents


 


In 2019, the Company
continued to expand its IP portfolio. A new issued patent pending status protects ten unique aspects of VIQ’s innovative aiAssist
technology including, but not limited to processing designs and the proprietary Parallel Processing Framework for Voice-to-Text Digital
Media. Combined with AI-driven digital voice and video capture technology, VIQ’s NetScribe powered by aiAssist, it provides organizations
an end-to-end platform to transform large volumes of audio and video recordings, securely in the cloud at very high speeds. The platform
enables verbatim transcription leveraging AI technology, to quickly and accurately create documentation for our target markets. VIQ is
committed to protect the veracity of collected evidence through extensive metadata for auditing. This is another milestone in VIQ's innovation,
research and development of our products and services.


 






    
	Management Discussion & Analysis	Page 12




     


    

 


VIQ
Solutions Inc.


 


VIQ Solutions Inc.


Management’s
Discussion and Analysis of Financial Condition and


Results of Operations
for 2019



 


This patent
combined with our previously granted Patent for Digital Evidence-Based Training is an essential part of VIQ's intellectual property
(IP) portfolio and builds on our investment to develop and implement technology-based solutions to solve complex business
challenges. The commercialization of our transformative IP is shaping the transcription industry and reflected in the
Company’s 2019 Operating Highlights with a charge of more than $3.5M as past investments have started to be amortized in
2019.


 


Key
Operating Highlights during 2019


 





 


		·	Record
                                            $25.1M revenue increased 119% year-over-year. 



 


		·	Serving
                                            1,300 clients across insurance, law enforcement, courts and government agencies; 



 


		·	58%
                                            of revenue was generated in the United States, 36% in Australia and 6% in EMEA and Canada;
                                            



 


		·	Record
                                            gross profit of $10.8M, representing 43.0% of revenue versus 31.3% in the prior year, increased
                                            1,170 basis points year-over-year. The increase in gross margin reflects the impact of growth
                                            in higher quality revenues for clients converted to VIQ’s NetScribe and aiAssist solutions.
                                            Gross margins are expected to continue increasing as AI integration accelerates;



 


		·	Adjusted
                                            EBITDA of $871K;



 


		·	2019
                                            financial results reflect expenses related to M&A and large-scale customers' migrations
                                            and investment made in operations to prepare for 2020 and onward. These expenses are noted
                                            in the financial statements.



 


		·	$3.5M
                                            in depreciation and amortization expenses due to the successful commercial adoption of the
                                            Company’s new cloud workflow and AI platform. 



 


		·	M&A
                                            expenses of $484K that occurred in Q4 2019, related to VIQ’s fourth and fifth acquisitions
                                            completed in the last fifteen months early in 2020;



 


		·	VIQ’s
                                            AI platform, NetScribe, began operating in the United States and Australia with an increasing
                                            number of clients in production. One-time expenses over $650k related to NetScribe aiAssist
                                            migrations and Cloud infrastructures setup in four regions globally.



 


		·	DTC
                                            eligible foreign depository for Common Shares in the United States were upgraded from the
                                            OTCQB to the QTCQX, the Best Market on OTC Markets;



 


		·	Stock
                                            market liquidity volume of 52M shares for the period January 1 to December 31, 2019 was up
                                            27% over the same period in 2018. Q1 2020 volume run rate is on course for annual record
                                            volume tradable on more than seven North American exchanges.



 









    
	Management Discussion & Analysis	Page 13




     


    

 


VIQ
Solutions Inc.


 


VIQ Solutions Inc.


Management’s
Discussion and Analysis of Financial Condition and


Results of Operations
for 2019



 


Operating
Results


 


Key performance indicators
that we use to manage our business and evaluate our financial results and operating performance include: revenue, expenses, Adjusted
EBITDA, and net income (loss). We evaluate our performance on these metrics by comparing our actual results to management budgets, forecasts,
and prior period performance.


 


The following table
sets forth a summary of our results of operations for the years ended December 31, 2019 and 2018:


 


Financial Highlights
- Year Ended 2019,


 


	 	 	Year ended December 31	 	 	Period over Period Change	 
	 	 	2019	 	 	2018	 	 	$

Inc/(dec)	 	 	%

Inc/(dec)	 
	Revenue	 	 	25,096,308	 	 	 	11,462,804	 	 	 	13,633,504	 	 	 	119	 
	Cost of sales	 	 	14,276,321	 	 	 	7,874,219	 	 	 	6,402,102	 	 	 	81	 
	Gross profit	 	 	10,819,987	 	 	 	3,588,585	 	 	 	7,231,402	 	 	 	202	 
	Operating Expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Selling and administrative expenses	 	 	8,954,512	 	 	 	5,533,724	 	 	 	3,420,788	 	 	 	62	 
	Research and development expenses	 	 	994,640	 	 	 	458,675	 	 	 	535,965	 	 	 	117	 
	Total Operating expenses	 	 	9,949,152	 	 	 	5,992,399	 	 	 	3,956,753	 	 	 	66	 
	Adjusted EBITDA	 	 	870,835	 	 	 	(2,403,814	)	 	 	3,274,649	 	 	 	136	 
	Stock based compensation expense	 	 	195,113	 	 	 	(31,461	)	 	 	226,574	 	 	 	720	 
	Depreciation and amortization	 	 	3,502,429	 	 	 	648,873	 	 	 	2,853,556	 	 	 	440	 
	Interest, net	 	 	1,548,564	 	 	 	94,198	 	 	 	1,454,366	 	 	 	1,544	 
	Accretion expense	 	 	916,734	 	 	 	66,142	 	 	 	850,592	 	 	 	1,286	 
	(Gain) loss on revaluation of conversion liability	 	 	(2,330,964	)	 	 	186,444	 	 	 	(2,517,408	)	 	 	(1,350	)
	Loss on settlement of payables	 	 	762,575	 	 	 	-	 	 	 	762,575	 	 	 	-	 
	Business acquisition and financing costs	 	 	484,387	 	 	 	2,488,873	 	 	 	(2,004,486	)	 	 	(81	)
	FX (gain) loss	 	 	217,040	 	 	 	198,180	 	 	 	18,860	 	 	 	10	 
	Loss before income taxes	 	 	(4,425,043	)	 	 	(6,055,063	)	 	 	(1,630,020	)	 	 	(27	)
	Income taxes	 	 	99,155	 	 	 	11,571	 	 	 	87,584	 	 	 	757	 
	Net loss	 	 	(4,524,198	)	 	 	(6,066,634	)	 	 	(1,542,436	)	 	 	(25	)
	Weighted average number of common shares outstanding	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Basic and diluted	 	 	9,251,546	 	 	 	8,090,803	 	 	 	 	 	 	 	 	 
	Net loss per share	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Basic and diluted	 	 	(0.49	)	 	 	(0.75	)	 	 	 	 	 	 	 	 



 


		(1)	Adjusted EBITDA (Earnings before
Stock-based compensation, depreciation and amortization, interest, net, accretion expense, (gain) loss on revaluation of conversion feature
liability, loss on settlement of payables, business acquisition and financing costs, FX (gain) loss, and income taxes) is a non-IFRS
measures. Please refer to the section entitled “Reconciliation and Definition of Non-IFRS Measures.”



 


		(2)	Net loss includes $4.7M in expenses:
$3.5M in depreciation and amortization from the successful commercial deployments of NetScribe, aiAssist and MobileMic Pro, $484k in
business acquisition and financing costs, approximatively $600k in NetScribe, aiAssist and Cloud infrastructures setup in four regions
globally and $195k in stock-based compensation as the stock value evolved significantly through the year before and after the consolidation.



 









    
	Management Discussion & Analysis	Page 14




     


    

 


VIQ
Solutions Inc.


 


VIQ Solutions Inc.


Management’s
Discussion and Analysis of Financial Condition and


Results of Operations
for 2019



 


Our gross margins
for the year were $10.8M, a 201% increase compared to the previous year.


 


Selling and administrative
expenses for the year ended December 31, 2019 were $8,954,512, an increase of $3,420,788 (62%) from $5,533,724 during the same period
in 2018. The acquisitions of Net Transcripts, Transcription Express and HomeTech added $5,643,497 to the increase in selling and administrative
costs for 2019.


 


Stock based compensation
for the year ended December 31, 2019 was $195,113 compared to recovery of $31,461 in the same period in 2018.


 


Research and development
expenses for the year ended December 31, 2019 were $994,640, an increase of $535,965 (117%) from $458,675 in 2018. Our research and development
efforts are focused on developing new products for our markets and clients. We capitalize our development efforts, (i) when there is
a technical feasibility of completing the product, (ii) our intention is to complete the product and use or sell it, (iii) we have the
ability to use or sell the product, (iv) we know or understand how we will generate probable future economic benefits, (v) we have adequate
technical, financial and other resources to complete the development, and (vi) our ability to measure reliably the expenditures attributable
to developing the product. Costs associated with maintaining our existing products are expensed as they are incurred. During the year
we added resources to our research and development team to accelerate the development of our new products particularly NetScribe, aiAssist,
MobileMic Pro and AcessPoint Portal to continue to support our existing products resulting in a significant increase in our research
and development expenditures, a significant portion of which is capitalized.


 


During the year,
we started to amortize previously capitalized development costs as some of our development projects attained market viability. $3,067,037
has been recorded in amortization in 2019.


 


Financial
Condition, Liquidity and Capital Resources


 


As at December
31, 2019, we had $1,707,654 of cash as compared to $1,922,768 as at December 2018 for a net decrease in cash of $215,114. As of December
31, outstanding account receivables were approximatively $3.2M.


 


Cash used in investing
activities was $1,782,206 for the year ended December 31, 2019 as compared to a cash usage of $11,532,161 during 2018. A significant
portion of the cash usage relate to Research & Development. We will continue to invest in R&D activities to ensure our product
offerings remain leading edge in our industry.


 


Net Cash from financing
activities was $2,054,473 for the year ended December 31, 2019 primarily due to convertible note issuance, payment received from investors
exercising their warrants and options and offset by loan repayment, interest payment, and payment of lease obligation.


 


At December 31,
2019, we had negative change in working capital of $822,132 compared to positive change in working capital of $3,543,308 at December
31, 2018. M&A activities in Q4 that led to the subsequent acquisitions of ASC and WordZ in Q1FY20 are included which added a strategic
new market of media content, news, political and conferencing.


 


We intend to use
our operating income and funds on hand to meet funding requirements for the development and commercialization of our technology products
and services based on anticipated market demand and working capital purposes. Our actual funding requirements will vary depending on
a variety of factors, including our success in executing our business plan, the progress of our research and development efforts, our
commercial sales and our ability to manage our working capital requirements.



 






    
	Management Discussion & Analysis	Page 15




     


    

 



 


VIQ
Solutions Inc.


 


VIQ Solutions Inc.


Management’s
Discussion and Analysis of Financial Condition and


Results of Operations
for 2019

 






Quarterly Results of Operations


 


The following tables sets out selected financial
information for each of the eight most recent quarters, the latest of which ended December 31, 2019. Our quarterly operating results have
historically fluctuated significantly and may continue to fluctuate significantly in the future. Therefore, we believe that past operating
results and period to period comparisons should be not be relied upon as an indication of the company’s future performance.


 





	 	 	unaudited	 
	 	 	 	Dec-19	 	 	 	Sep-19	 	 	 	Jun-19	 	 	 	Mar-19	 	 	 	Dec-18	 	 	 	Sep-18	 	 	 	Jun-18	 	 	 	Mar-18	 
	Revenue	 	 	6,096,550	 	 	 	6,451,077	 	 	 	6,189,458	 	 	 	6,359,223	 	 	 	2,110,358	 	 	 	3,055,297	 	 	 	3,290,981	 	 	 	3,006,145	 
	Net income (loss)	 	 	(2,525,682	)	 	 	291,994	 	 	 	(1,519,355	)	 	 	(771,155	)	 	 	(4,939,420	)	 	 	(688,855	)	 	 	(499,938	)	 	 	61,583	 
	Weighted average number of shares outstanding:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Basic	 	 	10,848,296	 	 	 	9,549,609	 	 	 	9,416,779	 	 	 	9,177,708	 	 	 	8,177,024	 	 	 	8,071,685	 	 	 	8,066,250	 	 	 	8,060,424	 
	Diluted	 	 	10,848,296	 	 	 	9,549,609	 	 	 	9,416,779	 	 	 	9,177,708	 	 	 	8,177,024	 	 	 	8,071,685	 	 	 	8,066,250	 	 	 	8,060,424	 
	Net income (loss) per share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Basic	 	 	(0.23	)	 	 	0.03	 	 	 	(0.16	)	 	 	(0.08	)	 	 	(0.60	)	 	 	(0.09	)	 	 	(0.06	)	 	 	0.01	 
	Diluted	 	 	(0.23	)	 	 	0.03	 	 	 	(0.16	)	 	 	(0.08	)	 	 	(0.60	)	 	 	(0.09	)	 	 	(0.06	)	 	 	0.01	 



 


Key factors that account for the fluctuation in
quarterly results include the variability in the Company’s revenue due to timing of acquisitions and seasonality of revenue. Seasonality
impacts the transcription services industry in that it is impacted in some cases by summer holiday seasons, such as court closings in
January in Australia, and the Thanksgiving and December holidays in the US.  It also has a slight impact in US summer period. Our
quarterly results may also fluctuate as a result of the various acquisitions which may be completed by the Company in any given quarter.
We may experience variations in our net income/(loss) on a quarterly basis depending upon the timing of certain expenses or gains, which
may include changes in provisions and acquired contract liabilities. 


 


Contingent Off-Balance Sheet Arrangements


 


We have entered into indemnification agreements
with our current directors and officers to indemnify them, to the extent permitted by law, against any and all charges, costs, expenses,
and amounts paid in settlement and damages incurred as a result of any lawsuit or any other judicial, administrative or investigative
proceeding in which they are sued as a result of their services. The nature of the indemnification agreements prevents us from making
a reasonable estimate of the maximum potential amount we could be required to pay to counterparties. We have purchased directors’
and officers’ liability insurance. No amount has been recorded in the consolidated financial statements with respect to these indemnification
agreements nor are we aware of any pending matter against the Company.


 


Critical Accounting Policies
and Estimates


 


For a complete description of the Company’s
Critical Accounting Policies and Estimates, including Use of Estimates, and Accounting Standards Issued but Not Yet Applied, please
see the accompanying Notes to the Audited Consolidated Financial Statements for December 31, 2018 and 2017.


 






    
	Management Discussion & Analysis	Page 16




     


    

 


VIQ
Solutions Inc.


 


VIQ Solutions Inc.


Management’s
Discussion and Analysis of Financial Condition and


Results of Operations
for 2019

 



Reconciliation and Definition
of Non-IFRS Measures


 


The Company prepares its financial statements
in accordance with IFRS. Non-IFRS measures are used by management to provide additional insight into our performance and financial condition.
We believe non-IFRS measure are an important part of the financial reporting process and are useful in communicating information that
complements and supplements the consolidated financial statements. This MD&A also includes certain measures which have not been prepared
in accordance with IFRS such as Adjusted EBITDA. To evaluate the Company’s operating performance as a complement to results provided
in accordance with IFRS, the term “Adjusted EBITDA” refers to net income (loss) before adjusting for stock-based compensation,
depreciation and amortization, interest, net, accretion expense, (gain) loss on revaluation of conversion feature liability, loss on
settlement of payables, business acquisition and financing costs, FX (gain) loss, and income taxes. We believe that the items excluded
from Adjusted EBITDA are not connected to and does not represent the operating performance of the Company.


 


We believe that Adjusted EBITDA is a useful supplemental
information as it provides an indication of the results generated by the Company’s main business activities prior to taking into
consideration how those activities are financed and taxed as well as expenses related to stock-based compensation, depreciation and amortization,
interest, net, accretion expense, (gain) loss on revaluation of conversion feature liability, loss on settlement of payables, business
acquisition and financing costs, FX (gain) loss, and income taxes. Accordingly, we believe that these measures may also be useful to investors
in enhancing their understanding of the Company’s operating performance.


 


Adjusted EBITDA is not a measure recognized by
IFRS and do not have standardized meanings prescribed by IFRS. Therefore, Adjusted EBITDA may not be comparable to similar measures presented
by other issuers. Investors are cautioned that Adjusted EBITDA should not be construed as an alternative to net income (loss) as determined
in accordance with IFRS.


 


The following is a reconciliation of Net Loss
to adjusted EBITDA, the most directly comparable IFRS measure for the year ended December 31, 2019 and 2018.


 


	 	 	Year ended December 31	 
	 	 	2019	 	 	2018	 
	Net loss	 	 	(4,524,198	)	 	 	(6,066,634	)
	 	 	 	 	 	 	 	 	 
	Add:	 	 	 	 	 	 	 	 
	Depreciation and amortization	 	 	3,502,429	 	 	 	648,873	 
	Interest, net	 	 	1,548,564	 	 	 	94,198	 
	Income tax expense	 	 	99,155	 	 	 	11,571	 
	 	 	 	 	 	 	 	 	 
	EBITDA	 	 	625,950	 	 	 	(5,311,992	)
	 	 	 	 	 	 	 	 	 
	Stock based compensation expense	 	 	195,113	 	 	 	(31,461	)
	Accretion expense	 	 	916,734	 	 	 	66,142	 
	(Gain) loss on revaluation of conversion liability	 	 	(2,330,964	)	 	 	186,444	 
	Loss on settlement of payables	 	 	762,575	 	 	 	-	 
	Business acquisition and financing costs	 	 	484,387	 	 	 	2,488,873	 
	FX (gain) loss	 	 	217,040	 	 	 	198,180	 
	 	 	 	 	 	 	 	 	 
	Adjusted EBITDA	 	 	870,835	 	 	 	(2,403,814	)






 






    
	Management Discussion & Analysis	Page 17




     


    

 


VIQ
Solutions Inc.


 


VIQ Solutions Inc.


Management’s
Discussion and Analysis of Financial Condition and


Results of Operations
for 2019

 



Outlook FY 2020


 


Full Year 2020 goals are currently being assessed
in light of COVID-19;


 


		·	2020 revenue goals are comprised of an estimated
85-90% in core technology and services revenue from existing clients and 10% to 15% in organic growth. During the first quarter of 2020,
the Company anticipates revenue between $7.0-$7.5 million. This includes some revenue contribution related to the acquisition of WordZ
(closed Feb. 27th) and ASC (closed Feb. 4th). The full impact of these acquisitions, along with the recently announced organic wins, are
expected to be reflected beginning in Q2;



 


		·	Approximately 30% of transcription volume is
on our new NetScribe aiAssist platform. We expect all 1,300 customers, excluding two recent acquisitions, will migrate to NetScribe by
the end of June 2020 resulting in gross margins increasing to an expected range of 50% and 55% of revenue for the year;



 


		·	Adjusted EBITDA is expected to range between
10% and 15% of revenue;



 


		·	Current backlog of booked orders but not delivered
yet is approximately $3 million, primarily consisting of long-term SaaS technology and services contracts awarded to VIQ, is expected
to generate incremental revenue and will be fully realized throughout 2021;



 


		·	VIQ maintains an active M&A pipeline, which
may result in additional acquisitions completed in 2020 and 2021.



 


Internal Controls over Financial
Reporting and Disclosure Controls and Procedures


 


In accordance with National Instrument (“NI”)
52-109 (Certification of Disclosure in Issuer’s Annual and Interim Filings), the Company's Chief Executive Officer (“CEO”)
and Chief Financial Officer (“CFO”) file a Venture Issuer Basic Certificate with respect to the financial information contained
in the financial statements and accompanying Management’s Discussion and Analysis. The Venture Issuer Basic Certification includes
a ‘Note to Reader’ stating that the CEO and CFO do not make any representations relating to the establishment and maintenance
of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109.


 


As part of our corporate governance practices,
internal controls over financial reporting (“ICFR”) and disclosure controls and procedures (“DC&P”) have been
designed. There has been no formal evaluation of the operation of these controls. The Company has designed its ICFR to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with IFRS. Management works to mitigate the risk of a material misstatement in financial reporting; however, a control system, no matter
how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.


 


The Company’s DC&P have been designed
to ensure that information required to be disclosed by VIQ Solutions is accumulated and communicated to the Company’s management
as appropriate to allow timely decisions regarding required disclosure. It should be noted that while the Company's CEO and CFO believe
that the Company's DC&P provide a reasonable level of assurance that they are effective, they do not expect that the DC&P or ICFR
will prevent all errors or fraud. There have been no material changes to the internal controls of the Company for the year ended December
31, 2019.


 






    
	Management Discussion & Analysis	Page 18




     


    

 


VIQ
Solutions Inc.


 


VIQ Solutions Inc.


Management’s
Discussion and Analysis of Financial Condition and


Results of Operations
for 2019

 






Risk Factors


 


COVID-19: Details about COVID-19
risks and impacts on the company available in the subsequent events section.


 


Cash-flow: VIQ Solutions' business
operations are subject to all of the risks inherent in the establishment and maintenance of a developing business enterprise, such as
competition and viable operations management. The future earnings and cash flow from operations of the Company are dependent, in part,
on its ability to further develop and market its products. There can be no assurances that the Company will grow and achieve profitability.
The operations of VIQ Solutions have been funded to date by external financing and if sufficient cash flow from operations or earnings
is not generated in the future, additional financing might be required.


 


Transition to SaaS Revenue: The
Company is in the process of transitioning its software product offerings from license sales to a SaaS offering. This may cause revenue
levels to decline compared to prior periods. License sales allow the Company to recognize revenue upon the initial sale of the software
to a client. Revenues from SaaS are earned over a period of time contracted with the client and their use of the software. Initial SaaS
revenue will be lower but over the course of the contract will generally be cumulatively higher compared to license sales.


 


Fluctuations in Periodic Results:
The Company's operating results can vary substantially from period to period. Planned operating expenses are normally targeted to planned
revenue levels for the period and are incurred equally throughout the period. If expenses remain relatively fixed, but the Company's revenues
are less than planned in any quarter, the Company's operating results would be adversely affected for that quarter. In addition, incurring
unplanned expenses could adversely affect operating results for the period in which such expenses are incurred. Failure to achieve periodic
revenue, earnings and other operating and financial results could result in an immediate and adverse effect on the market price of the
Company's common shares. The Company may not discover, or be able to confirm, revenue or earnings shortfalls until the end of a quarter,
which could result in a greater immediate and adverse effect on the price of the common shares.


 


Additional Financing and Access to Capital:
The Company may need to raise additional funds to bring its potential products to market, enhance our marketing capabilities and pursue
potential future acquisitions. The Company's future capital requirements will depend on many factors, including continued progress in
its research and development programs, competing technological and market developments, the cost of production scale-up, effective commercialization
activities and arrangements and other factors not within the Company's control. The Company may seek additional funding through public
or private financings.


 


Identify and Acquire Suitable Acquisitions:
The Company may not be able to identify suitable new acquisitions that are available to purchase at a reasonable value. Even if a suitable
acquisition can be identified the acquisition may not proceed if suitable terms cannot be negotiated. When conducting due diligence on
a potential acquisition it cannot be assured that all the risks and costs inherent in the business being acquired will be identified.
If an acquisition of an identified business were to proceed in which a portion or all of the consideration consisted of cash additional
funding maybe required through public or private financings if internally generated cash resources are not sufficient.


 






    
	Management Discussion & Analysis	Page 19




     


    

 


VIQ
Solutions Inc.


 


VIQ Solutions Inc.


Management’s
Discussion and Analysis of Financial Condition and


Results of Operations
for 2019

 



Successfully Integrate Acquired Businesses:
Integration of completed business acquisitions and any future acquisitions involves a number of special risks, including the following:


 


·        
Failure to integrate successfully the personnel, information systems, technology and operations of the acquired business;


·        
Failure to maximize the potential financial and strategic benefits of the acquisition;


·        
Failure to realize the expected synergies of the acquired business;


·        
Possible impairment of relationships with employees and clients as a result of any integration of new businesses and management personnel;


·        
Impairment of goodwill; and


·        
Reductions in future operating results from amortization of intangible assets.


 


Future acquisitions are accompanied by the risk
that obligations and liabilities of an acquired business may not be adequately reflected in the historical financial statements of the
business and the risk that historical financial statements may be based on assumptions, which are incorrect or inconsistent with the Company’s
assumptions or approach to accounting policies. The acquisition and integration of businesses may not be managed effectively and any failure
to do so could lead to disruptions in the overall activities of the Company, a loss of clients and revenue, and increased expenses. The
Company may acquire contingent liabilities in connection with the acquisitions of business, which maybe material. Best efforts are used
to identify and estimate these contingent liabilities and the likelihood that they will materialize but these estimates could differ materially
from the liabilities actually incurred.


 


Competition: The Company competes
with a number of firms in various business segments. Competitors in Courts for example are different from the ones we are competing against
in public safety, medical and legal. Some of these companies have greater financial, technological and personnel resources than those
of the Company.


 


International Operations: The Company's
operations are currently located in Canada, the United States and Australia and its products and services are sold internationally. There
are certain risks inherent in international operations including, but not limited to, remote management, unexpected changes in regulatory
requirements, export restrictions, tariffs and other trade barriers, difficulties in staffing and managing foreign operations, longer
payment cycles, problems in collecting accounts receivable, fluctuations in currency exchange rates, and potential adverse tax consequences,
which could have a materially adverse effect on the Company's business, operating results, and financial condition.


 


Proprietary Intellectual Property:
The Company relies on protecting its proprietary intellectual property in part through confidentiality agreements with its corporate resellers,
strategic partners, employees, consultants and certain contractors. There can be no assurance that these agreements will not be breached,
that the Company will have adequate remedies for any breach, or that the Company's trade secrets will not otherwise become known or independently
discovered by its competitors. It is possible that the Company's products or processes will infringe, or will be found to infringe, on
patents not owned or controlled by the Company. If any relevant claims of third-party patents are upheld as valid and enforceable, the
Company could be prevented from practising the subject matter claimed in such patents or would be required to obtain licenses or redesign
its products and processes to avoid infringement. There can be no assurance that such licenses would be available at all or on terms commercially
reasonable to the Company or that the Company could redesign its products or processes to avoid infringement. Litigation may be necessary
to defend against claims of infringement or to protect trade secrets. Such litigation could result in substantial costs and diversion
of management efforts regardless of the results of such litigation and an adverse result could subject the Company to significant liabilities
to third parties, require disputed rights to be licensed or require the Company to cease using such technology.


 






    
	Management Discussion & Analysis	Page 20




     


    

 


VIQ
Solutions Inc.


 


VIQ Solutions Inc.


Management’s
Discussion and Analysis of Financial Condition and


Results of Operations
for 2019

 



Product Liability Exposure: The
Company faces an inherent business risk of exposure to product liability and other claims in the event that the development or use of
its technology or prospective products is alleged to have resulted in adverse effects. While the Company has taken, and will continue
to take, what it believes are appropriate precautions, there can be no assurance that it will avoid significant liability exposure. Although
the Company currently carries product liability insurance, there can be no assurance that the Company has sufficient coverage or can
obtain sufficient coverage at a reasonable cost. An inability to obtain product liability insurance at acceptable cost or to otherwise
protect against potential product liability claims could prevent or inhibit the commercialization of products developed by the Company.
A product liability claim could have a material adverse effect on the Company's business financial condition and results of operations.


 


Volatility of Stock Price and Absence of
Dividends: The market price of the Company's common shares, like that of the common shares of many other software companies, has
been and is likely to be somewhat volatile. Factors such as the Company’s strategic alliances or its competitors', announcements
of technological innovations or new products by the Company or its competitors, governmental regulatory actions, developments with the
Company's collaborators, developments concerning patent or other proprietary rights of the Company or its competitors (including litigation),
period-to-period fluctuation of the Company's operating results, changes in estimates of the Company's performance by securities analysts,
market conditions for shares of software companies in general and other factors not within the control of the Company could have a significant
adverse impact on the market price of the Company’s common shares. The Company has never paid cash dividends on its common shares
and does not anticipate paying any cash dividends in the foreseeable future.


 


Foreign Currency Fluctuations: Our
monetary assets and liabilities denominated in currencies other than the Canadian dollar will give rise to a foreign currency gain or
loss reflected in our comprehensive earnings. To the extent the United States dollar or Australian dollar weakens against the Canadian
dollar, we may incur foreign exchange losses. Such losses would be included in our financial results and, consequently, may have an adverse
effect on our share price. As we currently have a global client base, a significant portion of our income is in US dollars and Great Britain
pounds. However, a significant part of our expenses are currently generated in Canadian dollars, and we expect this will continue for
the foreseeable future. The exchange rates between the Canadian dollar, the US dollar and the Great Britain pound are subject to daily
fluctuations in the currency markets and these fluctuations in market exchange rates are expected to continue in the future. Such fluctuations
affect both our consolidated revenues as well as our consolidated costs. Also, changes in foreign exchange rates may affect the relative
costs of operations and prices at which we and our foreign competitors sell products in the same market. We do not currently have any
currency hedging through financial instruments.


 


Subsequent Events


 


COVID-19


 


Since December 31, 2019, the outbreak of the
novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in the World Health Organization declaring
this virus a global pandemic in March 2020. Governments around the world have enacted emergency measures to combat the spread of the
virus. These measures which include the implementation of travel bans, self-imposed quarantine periods and social distancing and closure
of businesses have caused material disruption to businesses resulting in an economic slowdown. Governments and central banks have responded
with significant monetary and fiscal interventions designed to stabilize the financial markets. The duration and impact of the COVID-19
outbreak is unknown at this time and it is not possible to reliably estimate the duration and severity of these developments.


 






    
	Management Discussion & Analysis	Page 21




     


    

 


VIQ
Solutions Inc.


 


VIQ Solutions Inc.


Management’s
Discussion and Analysis of Financial Condition and


Results of Operations
for 2019

 



VIQ Solutions has taken what it believes to be
the appropriate measures to ensure continuity of its business during the COVID-19 health crisis:


 


		·	VIQ remains on highly solid footing with diversified
revenue sources across multiple markets and regions. Load balancing enables the Company to mitigate any market declines from some markets
with significant surges in others;



		·	While some markets and regions are more directly
impacted, others such as Conferencing, Media and Law Enforcement are experiencing significant demand surge;



		·	More than 95% of VIQ global workforce is working
remotely with high productivity levels, up from our VIQ steady state level of approximatively 80%;



		·	Migration from office to online work and ever-increasing
demand for high-quality turnaround time on documentation is now more essential than ever to enable crucial business continuity during
COVID-19 for our clients; 



		·	VIQ is seeing an uptick in three of its five
major markets, though it is too early to speak to longer term impacts.



		·	The Company cannot accurately predict the impact
COVID-19 will have on its operations and the ability of others to meet their obligations with the Company;



 


Convertible Note


 


During the first quarter
2020, the Company issued 6.4 million shares as the result of the exercise of the Conversion Option in respect of Notes having an aggregate
principal amount of approximately US $6.4 million. The Company will recognize an aggregate Total Interest Payable of approximately US
$4.1 million related to the conversion during the first quarter 2020. Additionally, the replacement of warrants issued to Crown Capital
Partner Funding, LP, as announced February 4, 2020, was approved by the TSXV.


 


Warrants


 


As a result of the stock
price maintaining a price above $2.68 Canadian for two consecutive weeks, the acceleration of the vesting of 1.1 million warrants originally
issued pursuant to private placements that closed on November 28, 2018, December 20, 2018 and May 7, 2019. The transaction closed on April
3rd and resulted in 1.1 million new shares and $1.8 million in cash infusion, which will be used to fund new business contracts.


 


Acquisitions


 


During
the first quarter 2020, the Company announced the completion of two accretive and non-dilutive acquisitions. Announced on February 4th,
the first acquisition was of one of the most respected and leading Digital Media Content and Transcription providers in the United States,
ASC Services LLC of Washington, D.C. (“ASC”). On February 27th, the second acquisition was announced of a leading US transcription
provider, wordZXpressed, Inc. (“WordZ”) of Atlanta, Georgia. WordZ was VIQ’s fifth accretive acquisition in 15 months.



 






    
	Management Discussion & Analysis	Page 22




     


    

 


VIQ
Solutions Inc.


 


VIQ Solutions Inc.


Management’s
Discussion and Analysis of Financial Condition and


Results of Operations
for 2019

 






Disclosure of Outstanding
Share Data


 


VIQ Solutions Inc. common shares trade on the
TSX Venture Exchange under the symbol “VQS” and VQSLF on the OTCQX in the United States. The Company is authorized to issue
an unlimited number of common shares without par value. On December 31, 2019 there were 10,852,617 common shares issued and outstanding,
868,100 stock options outstanding with a weighted average exercise price of $2.00 CAD expiring between 2020 and 2024, 2,519,600 warrants
outstanding with a weighted average exercise price of $2.60 CAD expiring between 2020 and 2023 and 66,667 deferred share units outstanding
with an average exercise price of $1.20 CAD with an expiry between 2020 and 2021.


 








    
	Management Discussion & Analysis	Page 23