Corporate Update Presentation - Quisitive...By attending the meeting where this presentation is made, or by reading the presentation slides, you agree to be bound by the following

CONFIDENTIAL | 2018 | 1

Corporate Update PresentationSeptember 2018


DISCLAIMERDISCLAIMERS This presentation has been prepared solely for its use at informational meetings relating to Quisitive Technology Solutions, Inc. ("Quisitive” or the “Company”) and is being provided for information purposes only to a limited number of persons. By attending the meeting where this presentation is made, or by reading the presentation slides, you agree to be bound by the following limitations. This presentation and the material contained herein are confidential. This presentation is for information purposes only and may not be reproduced or distributed to any other person or published, in whole or in part. The information contained in this presentation is (a) is provided as at the date hereof and is subject to change without notice, (b) does not purport to contain all the information that may be necessary or desirable to fully and accurately evaluate an investment in the Company, and (c) is not to be considered as a recommendation by the Company that any person make an investment in the Company. An investment in the securities described herein is speculative and involves a number of risks that should be considered by a prospective investor. No securities commission or similar authority in Canada or any other jurisdiction has in any way passed upon the adequacy or accuracy of the information contained in this presentation. No sales of the securities of the Company shall be made until the Company and the potential investor enters into a subscription agreement for such securities. Prospective investors should carefully consider the risk factors described under the heading in this presentation titled “Risk Factors” before investing in the Company and purchasing the securities described herein. By accepting and reviewing this presentation, you acknowledge and agree (i) to maintain the confidentiality of this presentation and the information contained herein, (ii) to protect such information in the same manner you protect your own confidential information, which shall be at least a reasonable standard of care, and (iii) to not utilize any of the information contained herein except to assist with your evaluation of a potential investment in the Company.

THIRD PARTY INFORMATION This presentation includes market and industry data which was obtained from various publicly available sources and other sources believed by the Company to be true. Although the Company believes it to be reliable, the Company has not independently verified any of the data from third-party sources referred to in this presentation, or analyzed or verified the underlying reports relied upon or referred to by such sources, or ascertained the underlying assumptions relied upon by such sources. The Company does not make any representation as to the accuracy of such information. Forward-Looking Information This presentation contains “forward-looking information” within the meaning of applicable Canadian securities laws (“forward-looking statements”). Forward-looking statements in this presentation include, but are not limited to, statements with respect to: the Company’s strategy, development and commercialization plans and objectives (including target acquisitions including expected acquisition terms, projected milestones and timelines, estimated sales, revenue, margins and EBITDA and cost metrics), the anticipated business, operation and financial performance and condition of the Company, management’s expectation with respect to the success of the Company in its industry, expectations regarding the ability to raise capital, the amount and use of proceeds of financings, market prices, values and other economic indicators and estimated valuation multiples. Forward-looking statements are based on certain material assumptions and analysis made by the Company, and the opinions and estimates of management as of the date such statements are made and they represent management's best judgment based on facts and assumptions that management considers reasonable in light of its experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate, and are subject to risks and uncertainties. The material assumptions upon which forward-looking statements in this presentation are based include, among others, assumptions with respect to: the completion of the Acquisition (as defined herein); the Company's consolidation strategy, commercialization of Intellectual property, growth plans and cash flows; the demand for the Company's services; future demand and trends in Microsoft Azure Assessments; the Company’s ability to scale revenue; the Company's ability to access financing on favorable terms from time to time; the Company's ability to protect its intellectual property rights and that the Company will not infringe upon the intellectual property rights of others; the Company's ability to attract and retain clients; the continuation of executive and operating management or the non-disruptive replacement of them on competitive terms; and stable market and general economic conditions. The Company makes no representation that reasonable business people in possession of the same information would reach the same conclusions. Although the Company believes that the assumptions underlying forward-looking statements are reasonable, they may prove to be incorrect and the Company cannot assure that actual results will be consistent with such statements. Given these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements or the information contained in such statements. Whether actual results, performance or achievements will conform to the Company's expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, including the Company's history of net losses and negative cash flow; the Company's requirement for additional funding to develop its business; and risks relating to the following: failure to complete target acquisitions on the expected terms or at all; liabilities associated with acquired companies or assets; failure to achieve expected synergies, cost savings, sales, revenue and / or EBITDA; the Company's failure to economically commercialize its service; failure to protect the Company’s intellectual property rights; litigation, including with respect to intellectual property infringement; the Company's inability to maintain or improve its competitive position; future demand and trends in Microsoft Service Offerings; the Company's failure to retain key personnel and hire additional personnel needed to develop its business; the Company's failure to adequately evaluate its current business and future prospects; and the Company's business practice reputation being negatively affected by customer or user complaints or negative publicity. These risks, uncertainties, assumptions and other factors could cause the Company's actual results, performances, achievements and experience to differ materially from the Company's expectations, future results, performances or achievements expressed or implied by the forward-looking statements. The forward-looking statements contained herein are presented for the purpose of assisting readers in understanding the Company’s expected financial and operating performance and the Company’s plans and objectives, and may not be appropriate for other purposes. You should read this information with the understanding that the Company's actual future results may be materially different from what it expects. These forward-looking statements are expressly qualified in their entirety by this cautionary statement. The Company disclaims any obligation to update forward-looking statements, except as required by law.


Agenda

Capital Structure

Microsoft Partner of the Future

Quisitive Goto Market Strategy

M&A Strategy Update

Quisitive IP and LedgerPay Strategy


Capital Structureas at September 18, 2018

Ticker Symbol: Share Price (CAD)Shares OutstandingOptions & Warrants OutstandingEscrow SharesEmployee Incentives

Market CAP (CAD)

1.7M @ $0.35 expiry (2020)12.3M @ $0.50 expiry (2020)Warrants Outstanding

TSXV: QUIS$0.2584.8M16.6M51.1M2.1M

$21.2M

1.8M @ $0.35 expiry (2023)Options Outstanding

Corporate & Finance History

March 2018 Private Placement – CAD $8.6M @ $0.35

RTO Completed August 8, 2018

Quisitive (TSXV: QUIS) Begins Trading August 13, 2018


Board of Directors

Director, CEO

Quisitive

Mike Reinhart

Director

Investor

Gord McMillan

Director

Microsoft

Phil Sorgen

Director, Audit Chair

Clarocity

Dave Guebert


A Microsoft technology solutions provider that helps customers navigate the ever-changing technology climate that a business demands.

With a legacy of innovation and deep technical expertise, Quisitive is empowering the enterprise to harness the Microsoft cloud and emerging technology such as blockchain, artificial intelligence, machine learning and IoT like never before.


Morgan Stanley, Deutsche Bank and others predict Microsoft will reach the $1 trillion market cap in less than a year’s time, thanks in large part to cloud adoption and the subsequent growth of Microsoft Azure – up 89 percent in Q4 of FY19. As the rising tide of cloud adoption continues to raise “all ships,” there is one market subset in particular – cloud consultancies –

that are well-positioned for success and longevity.

One such consultancy is Quisitive Technology Solutions Inc.

Satya Nadella’s Microsoft Reboot

• Increased in market value of $450 billion+ (180% share price appreciation)

• Returned to consistent profitability

• Azure revenue increased 98% in 2017, as Microsoft becomes the world's largest enterprise-cloud vendor

• Dynamics 365 and Office 365 continue on hypergrowth trajectories


Microsoft’s Partner of the Future

Specialization Verticalization Productization

Quisitive’s value proposition is three-fold: specialization surrounding the different technologycomponents of the Microsoft platform and how they work cohesively inside the enterprise;verticalization across burgeoning markets like financial services, oil and gas, and manufacturing; andproductization relative to SaaS-based solutions. With this infrastructure, Quisitive will bridge thedivide between business and IT, and ultimately achieve its rightful status as Microsoft Partner of theFuture.


Delivery Maturity Model

Phase One Hourly Serviceso Narrow Geographic Focuso No Vertical Focuso T and M Staffing Focuso Flagging YoY Top Line o NOI of less then 7%

Phase TwoProject Based Serviceso Larger Geographic Focuso Predominantly focused on less

than 5 Vertical marketso Project Focus predominantly

T and Mo Single Digit YoY Top Line Growtho NOI of 7 to 15%

Phase ThreeSubscription Based Serviceso Focused on one Vertical Market

and National/International Footprint

o Subscription revenue model for project based/maintenance services

o 20%+ YoY Top Line Growtho NOI of 13 to 22%+

Phase FourSubscription Based Services

and Intellectual Property

o Focused on one Vertical Market and National/International Footprint

o Subscription revenue model for project based/maintenance services

o Industry aligned frameworks, mass customizable products, and pre-configured solutions

o 30%+ YoY Top Line Growtho NOI of 20% to 28%+


Quisitive Growth Objectives

• Aggressive M&A Growth– Strategic Microsoft partner consolidation in US and Canada– 3+ acquisitions per year over next 5 years

• 20%+ annual organic growth• Achieve 40% Monthly Recurring Revenue

– Cloud Solution Provider (CSP) – Azure monthly recurring license revenue

– Cloud Managed Services monthly recurring revenue– SaaS license revenue

• LedgerPay, Supply Chain Solution

• Increase EBITDA Margins driven by monthly recurring revenue


Quisitive’s mission is to become the premier Microsoft partner in North America dedicated to helping customers move their businesses to the Microsoft cloud and benefit from the full breadth of emerging technologies that cloud offers.

Partners since 2008

10+ Years

100+ YearsCombined leadership experience with Microsoft

Microsoft 2018 US Partner of

the Year Finalist

National Solution Provider

Gold Microsoft Partner

Customer Engagement

Alliance Charter Member

Partner Advisory Council

Member

Microsoft Blockchain

Advisors Group Member

Executive Partner

Advisory Board (CEO)

DENVER

DALLAS

TORONTO

Purpose Driven Partnership

Strategic Enterprise AI and

Blockchain Partner

Enterprise Ethereum Alliance

Member

Mike Reinhart Steven Balusek Scotty Perkins Kevin Castillo Tami AndersStephanie Ratza


Microsoft Inspire 2018

1:1 with Microsoft CEO Satya Nadella• Discuss Partnership with Microsoft• Review Quisitive Azure Accelerator Assessment Program• Discuss strategic partnering on LedgerPay and Quisitive

blockchain proof of concepts.

Comprehensive ROI Analysis

Azure Consumption Cost Estimates

Cloud Migration Project Plan

Architecture FindingsOptimization Recommendations

Executive Business Case

Azure Accelerator Assessment


ACCLERATING AZURE GROWTH IN THE NORTH AMERICAN CUSTOMER BASE

Providing the business case to move customers from kicking the Azure can to taking action

Quisitive’s Azure Assessment motion is accelerating the rate in which Microsoft’s Cloud Economics Team is gaining access to customers in their cloud explorations. This early exposure is helping us jointly position Azure for datacenter transformation much ahead of our competitors.

Jamie Martins Microsoft Customers Success Manager | Cloud Economics Team

Customers Engaged45+Azure Assessments Completed

25+

FY18 Azure Consumption Influence$85M+

700+ Targets Touched

IP Co-sell22


Azure Assessment Goal - Next 12 MonthsNorth America (U.S. and Canada)300+

$750M - $1BN150+

Azure Consumption Pipeline to Microsoft

Azure Customer Adds

$7.5M Quisitive Services Revenue

$100M Quisitive 3 Year Pipeline

All Amounts are CAD $


M&A Strategy Update


• Target Profile• Geographic Location (Regional US, Canada)• Microsoft Specialization

• Microsoft Cloud Services• Cloud Solution Provider (CSP) – Direct Bill• Managed Services• Off-Shore Capability

• Vertical/Industry • O&G, Financial Services, Retail, Manufacturing

• ISV or SaaS Product Solutions• $10M - $50M in annual revenue• Growing Business with strong EBITDA and Recurring Revenues

M&A Strategy


• Strong Validation of Strategy from Channel• Strategic Engagement and Support from Microsoft• Preferred Deal Structure

• 1/3 Cash, 1/3 Equity, 1/3 Earnout (2- 3 year)• 6-9x TTM EBITDA

• Active Acquisition Pipeline• 12+ Active Acquisition Targets• $300M in Revenue• USA, Canada, UK

M&A Strategy


VisionQuisitive is bringing the power and scale of the cloud to consumers and commercial customers in the retail and consumer goods space and first-party IP solutions to enterprise customers in the Microsoft Azure ecosystem

DMDIIOIL AND GAS SUPPLY CHAIN


LedgerPay


OverviewLedgerPay is a Quisitive product company that has been created to develop products and offerings enabled by blockchain and specific to payments-related market needs.

The company is developing a consumer insights data analytics service coupled with a payments processing platform that addresses a USD $40+ billion market opportunity.

The team includes senior management experiencedin financial services, data analytics and blockchain technologies.


Mission & Vision

LedgerPay’s mission is to provide consumers with the fullest, most convenient, and most rewarding buying experience possible by delivering cloud-based consumer insights and payment solutions to the top consumer and retail brands in North America.


MARKET SIZE AND OPPORTUNITYPrimary consumer insights offering targets CPG companies and merchants

Target opportunity for primary offering represents a $30-40 billion industry

• There is a strong opportunity to differentiate with the application of emerging technologies such as machine learning and AI

• CPGs rely on buying consumer insights data and reports from 3rd parties, but have little analytical capability

• Merchants are investing heavily in loyalty and rewards programs but there has been little innovation in 20 years

Globally there are over 430 billion card transactions each year. Any business that currently accepts card payments is a potential customer of our Processor platform, which would stream transaction data gateway to our Insights platform.


The marketplace for consumer insights is fragmented and has applied little innovation over many years

• FMCG/CPG producers spend millions every year on consumer insights data and reports from 3rd parties that are incomplete and often stale. They are seeking better, more targeted insights.

• Merchants produce consumer transaction data, but few have the expertise to effectively analyze the data themselves.

Payment systems continue to be a source of pain and frustration for merchants, with high interchange fees, delays in clearing funds and the growing impact of fraudulent purchases. Few have been built with today’s data-driven environment in mind.

THE PROBLEM


LedgerPay Insights will leverage cloud, AI

& Machine Learning and blockchain to

provide merchants and FMCG/CPGs with

access to the most complete consumer

data intelligence available at a highly

competitive price.

LedgerPay Insights

LedgerPay Processor is a purpose-built

payments network, architected from the

ground up on blockchain technology,

offering significantly lower transaction fees

than the incumbent systems, and the ability

to harness the transaction data generated at

the point of sale for ever-improving insights.

LedgerPay Processor

LedgerPay Protect provides powerful

protection from retail payment

fraud and AML compliance capabilities not

currently available to the retail market

today. Also architected on a blockchain

foundation for transparency and rapid

auditability.

LedgerPay Protect

THE SOLUTIONLedgerPay’s integrated suite of products provides a powerful solution for merchants and FMCG/CPGs


Scotty PerkinsMike Reinhart

LedgerPay Team

Dan Devlin James Becker Saundra Linn

• 25 years leading and building strategic technology consulting teams

• Deep relationshipsas a long-timeMicrosoft National Solutions Provider

• 25 years in retail, payments, operations, technology, and compliance

• Chief Compliance Officer for payments company with $3B USD in TPV

• Managing Director, Technology Integrationat FedEx

• Founder at Pure Payments, Chockstone, MoneyCard, Transaction Labs

• Chief Architectat First Data

• Chief Scientist at Excite@Home

• 20 years in payments technology sales and business development

• Head of Business Development at Transaction Labsand T-Gate Payments

• 30 years in loyalty, operations, and consumer behaviorin retail

• Managing partnerat GEM Insights

• Former EVP at dunnhumby, Head of dunnhumby Canada


TSXV: QUIS

- Experienced Leadership Team- Depth of Microsoft Relationship

- Huge Growth Potential at the Leading Edge Market Opportunity- AI, IoT and Blockchain Product Innovation

- SaaS and Recurring Revenue Models that Drive Value- Defining the Microsoft Partner of the Future

Documents

Corporate Update Presentation - Quisitive...By attending the meeting where this presentation is made, or by reading the presentation slides, you agree to be bound by the following