MICROVISION, INC. (MVIS) FY 2024 MD&A

Overview

Currently,
our development and commercialization efforts are focused primarily on perception solutions for autonomy and mobility applications,
including industrial and automotive perception systems and advanced driver-assistance systems (ADAS), where we can deliver safe
mobility at the speed of life. Our integrated solution combines our perception software stack, lidar sensors utilizing our
MEMS-based and flash-based technologies, and custom application software targeted
for sale to industrial and automotive OEMs, automated warehouse operators, robotic developers, Tier 1 automotive suppliers, other industrial market players, and the military and defense technology companies.

23

Although
perception solutions, including industrial and automotive lidar, are our priority now, we have developed solutions for augmented reality (AR), interactive displays, and consumer lidars. In the recent past, our strategy had been to sell AR displays or components,
interactive displays, or consumer lidars to original equipment manufacturers (OEMs) and original design manufacturers (ODMs) for
incorporation into their products. Previously, we developed AR and helmet-mounted displays for military applications.

We have incurred substantial losses since inception and expect to incur
a significant loss during the fiscal year ending December 31, 2025. We have funded operations to date primarily through the sale of common
stock, convertible preferred stock, warrants, the issuance of convertible debt and, to a lesser extent, from development contract revenues,
product sales and licensing activities. In October 2024, we entered into a securities purchase agreement with an institutional investor
for the purchase of senior secured convertible notes of up to $75.0 million. See Part II, Item 8, Note 7. Notes Payable and Derivative
Liability. In February 2025, we entered into another securities purchase agreement with the same institutional investor for the issuance
and sale of $8.0 million in shares of common stock, plus warrants to purchase additional shares of common stock for approximately $9.0
million. See Part II, Item 8, Note 16. Subsequent Events. There can be no assurance that additional capital will be available or
that, if available, it will be available on terms acceptable to us on a timely basis. We cannot be certain that we will succeed in commercializing
our technology or products.

Critical
Accounting Policies and Estimates

Our
discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial
statements requires us to make estimates and judgments that materially affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent liabilities. We evaluate our estimates on a continuous basis. We base our estimates on
historical data, terms of existing contracts, our evaluation of trends in the consumer display and 3D sensing industries, information
provided by our current and prospective customers and strategic partners, information available from other outside sources and on various
other assumptions we believe to be reasonable under the circumstances. The results form the basis for making judgments regarding the
carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates
under different assumptions or conditions.

We
believe the following key accounting policies require significant judgments and estimates used in the preparation of our consolidated
financial statements.

Business
Combination

Our
business combination is accounted for under the acquisition method. We allocate the fair value of purchase consideration to the tangible
and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the
fair value of the underlying net assets acquired and liabilities assumed over the purchase consideration is included in bargain purchase
gain in the Consolidated Statement of Operations. Such valuations require management to make significant estimates and assumptions, especially
with respect to intangible assets.

Intangible
Assets

Our
intangible assets consist of acquired technology from the January 2023 Ibeo asset purchase and purchased patents. The estimated fair
value of acquired technology was calculated through the income approach using the multi-period excess earnings and relief from royalty
methodologies. The intangible assets are amortized using the straight-line method over their estimated period of benefit, ranging from
one to seventeen years. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying
value may not be recoverable. Recoverability of these assets is measured by comparison of their carrying values to the projected undiscounted
net cash flows associated with the related intangible assets or group of assets over their remaining lives. Measurement of an impairment
loss for our intangible assets is based on the difference between the fair value of the asset and its carrying value. During 2024, we
recorded a non-cash impairment charge of $4.2 million related to our Reference software. See Part II, Item 8, Note 8. Financial Statement
Components – Intangible Assets.

24

Share-Based
Compensation

We
issue share-based compensation to employees in the form of stock options, restricted stock units (RSUs), and performance stock units
(PSUs). We account for the share-based awards by recognizing the fair value of share-based compensation expense on a straight-line basis
over the service period of the award, net of estimated forfeitures. The fair value of stock options is estimated on the grant date using
the Black-Scholes option pricing model. The fair value of RSUs and non-executive PSUs is determined by the closing price of our common
stock on the grant date or the period end date for the awards that are being measured by the service inception date. For performance-based
awards, expense is recognized when it is probable the performance criteria will be achieved. If the likelihood becomes improbable that
the performance criteria will be achieved, the expense is reversed. The fair value of RSUs and PSUs (other than certain executive
PSUs) is determined by the closing price of our common stock on the grant date or the period end date for the awards that are being measured
by the service inception date. Executive PSUs issued in 2022 were valued using a Monte Carlo simulation model using the following inputs:
stock price, volatility, and risk-free interest rates. Changes in estimated inputs or using other option valuation methods may result
in materially different option values and share-based compensation expense.

Leases

Significant
judgment may be required when determining whether a contract contains a lease, the length of the lease term, the allocation of the consideration
in a contract between lease and non-lease components, and the determination of the discount rate included in our office lease. We review
the underlying objective of each contract, the terms of the contract, and consider our current and future business conditions when making
these judgments.

Derivative
Liability

We
evaluate our financial instruments, specifically, our notes payable, to determine if such instruments are derivatives or contain features
that qualify as embedded derivatives in accordance with ASC 815, “Derivatives and Hedging”. For derivative financial instruments
that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is
then re-valued at each reporting date, with changes in the fair value reported as an unrealized gain or loss in earnings on the consolidated
statements of operations.

Results
of Operations

Revenue

Revenues
are recognized when control of the promised goods or services are transferred to our customers, in an amount that reflects the consideration
that we expect to receive in exchange for those goods or services. We recognize revenue either at a point in time, or over time, depending
upon the characteristics of the individual contract. If control of the deliverable(s) transfers over time, the revenue is recognized
in proportion to the transfer of control. If control passes to the customer only upon completion and transfer of the asset, revenue is
recognized at the completion of the contract.

The
decrease in revenue for the year ended December 31, 2024 compared to the same period in 2023 was primarily due to revenue associated
with the Microsoft contract partially offset by the sale of sensors to an existing industrial customer for agricultural equipment and
service parts, an increase in shipments of MOVIA L sensors to Daimler Truck North America and affiliates as part of their RFQ evaluation
process, and increased sales to a second industrial customer.

25

Cost
of revenue

Cost
of revenue includes the direct and allocated indirect costs of products and services sold to customers. Direct costs include labor, materials,
reserves for estimated warranty expenses, and other costs incurred directly, or charged to us by our contract manufacturers, in the manufacture
of these products. Indirect costs include labor, overhead, and other costs associated with operating our manufacturing capabilities.
Overhead includes the costs of procuring, inspecting and storing material, facility and other costs, and is allocated to cost of revenue
based on the proportion of indirect labor which supported revenue activities.

Cost
of revenue can fluctuate significantly from period to period, depending on the product mix and volume, the level of overhead expense
and the volume of direct material purchased. The increase in cost of revenue for the year ended December 31, 2024 compared to the same
period in 2023 was primarily due to inventory write-downs primarily associated with older configurations of the MOVIA L sensors.

Research
and development expense

Research
and development expense consists of compensation related costs of employees and contractors engaged in internal research and product
development activities, direct material to support development programs, laboratory operations, outsourced development and processing
work, and other operating expenses. We assign our research and development resources based on the business opportunity of the available
projects, the skill mix of the resources available and the contractual commitments we have made to our customers. We believe that a substantial
level of continuing research and development expenses will be required to further develop our scanning technology.

The
decrease in research and development expense during the year ended December 31, 2024 compared to the same period in 2023 was
primarily due to lower salary and benefits expense and non-cash compensation of $11.2 million as a result of 2024 restructuring
events (see Part II, Item 8, Note 14. Restructuring Charges), lower depreciation expense of $0.8 million, lower freight costs
of $0.2 million, lower direct materials and equipment costs of $0.2 million, and lower travel expenses of $0.2 million. These
decreases were partially offset by restructuring charges of $5.4 million, and higher IT and software costs of $0.5
million.

Sales,
marketing, general and administrative expense

Sales,
marketing, general and administrative expense includes compensation and support costs for marketing, sales, management and administrative
staff, and for other general and administrative costs, including legal and accounting services, consultants and other operating expenses.

The
decrease in sales, marketing, general and administrative expense during the year ended December 31, 2024 as compared to the same
period in 2023 was primarily due to lower salary and benefits expense and non-cash compensation of $4.6 million as a result of 2024
restructuring events (see Part II, Item 8, Note 14. Restructuring Charges), lower professional fees of $1.8 million primarily
related to legal and audit fees associated with the acquisition of Ibeo in 2023, lower subcontractor fees of $0.7 million, lower
business insurance fees of $0.6 million due to favorable rates obtained, and lower advertising costs of $0.3 million. These
decreases were partially offset by restructuring charges of $0.6 million, higher IT and software costs of $0.4 million, higher trade
show expense of $0.2 million, and higher building expenses of $0.2 million.

26

Impairment
loss on intangible assets

Impairment
loss on intangible assets includes impairment charges on intangible assets. During the year ended December 31, 2024, management identified
impairment indicators related to MOSAIK software. We performed an assessment of projected future cash flows and determined the software
was fully impaired, which resulted in a $4.2 million impairment charge. See Part II, Item 8, Note 8. Financial Statement Components
for additional discussion.

Bargain
purchase gain, net of tax

During
the year ended December 31, 2023, we recorded a bargain purchase gain related to the acquisition of assets from Ibeo. The bargain purchase
gain represents the excess of the fair value of the underlying net assets acquired and liabilities assumed over the purchase consideration
paid in the transaction.

Interest
expense

The
increase in interest expense during the year ended December 31, 2024 compared to the same period in 2023 relates to $4.4 million of non-cash
interest expense on notes payable that originated in October 2024. See Part II, Item 8, Note 7. Notes Payable and Derivative Liability
for additional discussion.

Unrealized
loss on derivative liability

Unrealized
loss on derivative liability reflects the revaluation of our derivative liability associated with notes payable as of December 31, 2024.
Due to the increase in the fair value of the derivative liability as of December 31, 2024 relative to its initial measurement on October
23, 2024, we recognized an unrealized loss during 2024. See Part II, Item 8, Note 7. Notes Payable and Derivative Liability for
additional discussion.

Other
income (expense), net

The
decrease in other income during the year ended December 31, 2024 compared to the same period in 2023 is primarily due to a payment received
in 2023 of $3.0 million as an incentive to terminate our previous building lease.

Income
Taxes

During
the years ended December 31, 2024 and 2023, we recognized tax expense of $0.5 million and $1.1 million, respectively, mainly related
to income in foreign jurisdictions offset, partially offset by a deferred income tax benefit generated by the reduction to a deferred
tax liability created as a result of the acquisition of Ibeo in Q2 2023. The change in income tax expense during the year ended December
31, 2024 was largely the result of lower profitability in foreign jurisdictions. As of December 31, 2024, we had net operating loss carryforwards
of approximately $498.0 million for federal income tax reporting purposes. In addition, we have research and development tax credits
of $11.1 million. During 2024, $28.2 million federal net operating losses and $0.2 million general business credits expired unused. A
majority of the net operating loss carryforwards and research and development credits available to offset future taxable income, if any,
will expire in varying amounts from 2025 to 2044, if not previously used.

27

In
certain circumstances, as specified in the Internal Revenue Code, a 50% or more ownership change by certain combinations of our shareholders
during any three-year period would result in a limitation on our ability to use a portion of our net operating loss carryforwards.

We
recognize interest accrued and penalties related to unrecognized tax benefits in tax expense. We did not have any unrecognized tax benefits
at December 31, 2024 or at December 31, 2023.

Liquidity
and Capital Resources

We
have incurred significant losses since inception. We have funded operations to date primarily through the sale of common stock,
convertible preferred stock, warrants, the issuance of convertible debt and, to a lesser extent, from development contract revenues,
product sales, and licensing activities. As of December 31, 2024, the Company had $54.5 million in cash and cash equivalents and
$20.2 million in short-term investment securities, or $74.7 million total. In February 2025, we raised net proceeds of $7.8 million
through sale of common stock to an existing investor. In addition to cash and cash equivalents, the Company also has potential
availability of $143.6 million comprised of the following:

[table omitted - see filing]