Pivot investor presentation

A Leading Multi Vendor IT Solutions Provider Reverse Take-Over of Acme Capital Corp. and up to C$10 mm Financing

Investor Presentation

January/February 2013

Proprietary & Confidential · Not for Distribution

Pivot| A Leading Multi Vendor IT Solutions Provider

PRIVATE & CONFIDENTIAL - NOT FOR REPRODUCTION OR DISSEMINATION

This management presentation is confidential and is not to be disclosed, reproduced or disseminated to any person without the prior express consent of Pivot Acquisition Corp.

(the "Company"). This management presentation is intended to provide a general overview of the Company's business plans and therefore does not purport to be complete.

This presentation does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities. It is intended that any offering of the securities will

be made in reliance upon the availability of exemptions from the applicable registration and prospectus requirements. No securities regulatory authority has expressed an

opinion about these securities and it is an offence to claim otherwise. While information in this document derived from third parties is obtained from sources which the

Company believes to be reliable, such information is not guaranteed as to its accuracy or completeness. This document may contain product names, trade names, trademarks

and service marks of the Company and of other organizations, all of which are the properties of their respective owners. No representation, warranty or undertaking, expressed

or implied, is or will be made and no responsibility or liability is or will be accepted by the Company or any of its affiliates or associates or their respective directors, officers,

employees, agents, shareholders or advisors as to, or in relation to, the accuracy or completeness of the information contained herein. All dollar amounts referenced herein,

unless otherwise indicated, are expressed in U.S. dollars. This management presentation supersedes and replaces any and all materials which may have been provided to

potential investors.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This management presentation contains “forward-looking statements” within the meaning of applicable Canadian securities legislation. Forward-looking statements include,

but are not limited to, statements with respect to prospective financial performance, estimated sales pipeline and backlog, estimated gross margins, estimated operating costs,

estimated market drivers, business prospects and strategy, timing of roll-out plans, the proposed capital structure of the Company, the conversion or exchange of outstanding

debentures of the Company, the ability to complete potential acquisitions on satisfactory terms, the impact of prospective acquisitions (if completed) and recently completed

acquisitions on financial performance, THE ability to complete the proposed royalty offering OR OTHER PROPOSED FINANCING OPTIONS referenced herein in a timely manner

and on acceptable terms, new markets for growth, financial position and intended use of proceeds. Generally, these forward-looking statements can be identified by the use of

forward-looking terminology such as the “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or

“does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”,

“occur” or “be achieved”. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of

activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. Although the Company

has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors

that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events

could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements contained in this

management presentation. All figures contained in this management presentation are based on the unaudited consolidated financial statements of the Company and are

subject to change. The forward-looking statements contained in this management presentation are made as of the date of this document, and the Company does not undertake

to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws. An investment in securities of the

Company is speculative and subject to a number of risks. All subsequent written and oral forward looking statements attributable to the Company or persons acting on its behalf

are expressly qualified in their entirety by this notice.

2


Investment Highlights

• Large and growing markets: $3.6 trillion in Global IT spending in 2012

– Focused on fast growing cloud computing, virtualization and data centre segments

• Unique service offering

– Delivers independent, agnostic, multi-vendor solutions

• Blue chip clients

– Fortune 100 clients comprise over 70% of revenues

– High client retention and proven ability to increase penetration

• Strong financial performance

– $1.5B in revenue (2012 pro-forma estimate), 15% organic growth

• Successful acquisition and integration strategy

– Consolidating industry favours larger players including Pivot; unique acquisition strategy

leverages existing sales and technical relationships in acquired companies

• Visionary board and management team

– John Sculley (Apple, Pepsi) and Mort Meyerson (EDS, Perot Systems) lead top-flight board

– Greg Gallagher, CEO, has extensive experience accelerating high-tech business growth

3


Leading Multi Vendor IT Solutions Provider

• Delivers multi-vendor sourcing and implementation

to support, plan and provide for the IT needs of

clients through independent and innovative solutions

• 270 engineers and 190 sales people focused on

delivering to >2,000 clients

• Mission is to identify, acquire and integrate

companies in the IT solutions sector with the goal of

becoming North America’s dominant Multi Vendor

Service Provider (MVSP)

Founded 2010 by John Sculley, Shane Maine & Gord McMillan

Twelve Month Financials (Q3’12): $1.36B Revenue and $40 mm

Normalized EBITDA1

Number of employees: 679

Corporate office: Toronto

Acquisitions to date: Applied Computer Solutions (“ACS”),

ProSys Information Systems (“ProSys”), Austin Ribbon &

Computer (“ARC”) and Sigma Solutions (“Sigma”)

Pivot’s OperationsPivot’s Operations

Select ClientsSelect Clients Select VendorsSelect Vendors

Pivot HQ – Toronto Pivot Shared Services ProSysACS SigmaARC1. Normalized EBITDA defined as net income plus interest expense, income tax expense, transaction costs, FMV adjustments, depreciation and amortization, other expenses and non-recurring costs

4

Huntington Beach, CA

Sunnyvale, CA

San Diego, CA

Sacramento, CA

Atlanta, GA

Phoenix, AZFranklin, TN

Louisville, KY

Miami, FLTampa, FL

Tallahasse, FL

Edison, NJ

Dallas, TX

Houston, TX

Austin, TX

San Antonio, TX

Toronto, ON

Pivot Headquarters

New Orleans, LA

Oklahoma City, OK

Chicago, IL

Miami, FL

Edison, NJ

Seattle, WA

Pivot Shared

Services


Focused on Large & Growing End Markets

Source: Gartner 2012

Data Centers Market Size:

$124.6B (2016)

5 Year CAGR:

6%

Source: Gartner 2012

Cloud Computing Market Size:

$27.4B (2016)

5 Year CAGR:

40%Source: Gartner 2012

Pivot’s Core Focus IT Spending Forecast

$406 $420 $448 $478 $513 $551 $269 $281 $301 $321 $342 $365 $845 $864 $905 $952 $1,003 $1,058 $340 $377 $408 $431 $454 $478

$1,663 $1,686 $1,725 $1,766 $1,806 $1,840

$3,523 $3,628 $3,786 $3,948 $4,119 $4,293

2011 2012 2013 2014 2015 2016

Computing Hardware Software IT Services

Telecom Equipment Telecom Services All IT

External IT solution providers like Pivot are becoming increasingly important in the technology ecosystem:

resources are scarce for OEMs, and they’re focusing on core competencies such as R&D and marketing

YoY Growth (%)CAGR (%)

2011 - 2016

Computing

Hardware7.3% 3.4% 6.5% 6.8% 7.3% 7.4% 6.3%

Software 9.8% 4.3% 6.9% 6.8% 6.7% 6.7% 6.3%

IT Services 7.7% 2.3% 4.8% 5.2% 5.3% 5.5% 4.6%

Telecom

Equipment17.5% 10.8% 8.3% 5.6% 5.4% 5.3% 7.1%

Telecom Services 6.0% 1.4% 2.3% 2.4% 2.3% 1.9% 2.1%

All IT 7.9% 3.0% 4.4% 4.3% 4.3% 4.2% 4.0%

5

($ m

m)


Fragmented Industry, Complex Problems

Security?Buy or Build?Cloud?

Bring-your-own-device? Mobile workforce?

Technology

is changing

faster than

ever

Thousands of

providers with

thousands of

solutions

6

Stuck in the middle:

Medium-to-Large Enterprises


Industry Dynamics Favourable to Pivot’s Growth

• Current industry dynamics favour Pivot’s continued growth

– Suppliers want to deal with fewer vendors that can provide national platforms,

integrated solutions and more service offerings

– Pivot is one of few Multi-Vendor platforms with scale

• Changing IT landscape supports Pivot’s acquisition model

– Smaller vendors and service providers are less certain of their role in the sales

channel, as clients are shifting towards larger, more integrated providers

– Pivot’s access to capital and scale allows it to acquire smaller providers and

immediately integrate them into its national platform

– Pivot’s pipeline is robust and will become stronger as smaller competitors run out

of the resources to compete

7


Gross

Margin: 5-13% 8-15% 12-22% 17-35%

EV/

EBITDA: Low Medium Medium High

Pivot: A New Type of IT Solutions Provider

High

Low High

Distributors & Direct Marketers

Large IT Services Providers

Traditional VARs

Fulfillment

Fulfillment & Implementation

Outsourcing &LT Services

Targeted Position

Margin and Multiple

Sca

le w

ith

Ve

nd

ors

8


Unique Ability to Build Tailored Solutions

Able to Meet Demands of Increasingly Complex IT Environments

Client-Focused Solutions

By Applying a Client-Centric, Multi-Vendor Approach

Broad OEM

Relationships

Deep Sector

Expertise

Embedded Pre-Sales

Engineers

Post-Sales Service &

Support

Strong Knowledge of

Emerging Trends

9

Cloud

Computing

Proliferation of

Mobile Devices

Virtualization

Explosion

Of Data

Security

Breaches

Network

Optimization


Blue-Chip Client Base

>2,000 clients70% revenues from companies

in the Fortune 100

• Long-term relationships

• Sell into multiple business units

• Significant opportunities

to grow in mid-market space

10


Case Study: Major Telecom Client

As a trusted advisor, Pivot sells into 9 of this client’s business units

Business Need Solution Benefit

• Empower mobile

workforce with Apple iPad

solution to increase sale of

bundled offerings

• Assessment and Planning

• Procurement of best in

class vendor partners and

configuration

• Deployment and

Integration

• Lifecycle Support

• >15,000 Apple iPads

deployed

• Unified all mobile devices

used by field technicians

• Secure access to corporate

applications

• Easily document and

record services

engagements

• Application Management

and Real-time Reporting

• Policy-based Controls

11


Case Study: Major Consumer Electronics Client

Pivot configured and delivered 55,000 servers within 15 months

Business Need Solution Benefit

• Reduce infrastructure cost

through using

‘commoditized servers’

rather than ‘specialized

servers’

• Assessment and Planning

• Procurement of best in

class vendor partners and

configuration

• Engineers designed

systems for optimal price

performance ratio

• Deployment and

Integration

• Lifecycle Support

• Performance

improvement of 11x at

33% of the average cost of

competitors’ solutions

• For Pivot: $100 mm initial

contract has generated

+$500 mm in revenue over

2 year period

12


Key Vendors and Partners

Deep relationships and

extensive network

Global, National, Local Relationships

- Executive

- Sales

- Engineering

- Marketing

Top Level Authorizations, Certifications

- Engineering

- Sales

#1 HP ESSN* Partner

$500 mm 2011 sales for HP

Cisco Top 20,

National Account Status

13

*ESSN: Enterprise Storage Servers & Networking

Pivot| A Leading Multi Vendor IT Solutions Provider 14

Successful Integration of 4 Acquisitions in 2 Years

• Year founded/acquired: 1989/December 2010

• Solutions offered: Data center solutions including

systems, storage, security, networking and

compliance

• Select major OEMs/Vendors: Oracle, HP, Fusion-io

• Year founded/acquired: 1984/August 2011

• Solutions offered: Servers, PCs & Peripherals,

Storage, Routers, Mobile and Handheld Devices

• Select major OEMs/Vendors: Panasonic,

Dell, Xerox

ACS ARC

• Year founded/acquired: 1997/January 2011

• Solutions offered: Communication, Data

Management, Security, Storage and Wireless

• Select major OEMs/Vendors: HP, Cisco, Microsoft,

VMware

• Year founded/acquired: 1992/July 2012

• Solutions offered: Cloud, Mobility, Data Center,

Managed Services

• Select major OEMs/Vendors: Cisco, HP, EMC, Oracle,

Citrix, Hitachi

ProSys Sigma

4 acquisitions totaling $1.5B in revenues in 2 years

All successfully integrated and growing


Proven and Successful Acquisition Model

• Pivot’s management has CEO/CFO-level relationships with multiple acquisition

candidates

• Clear acquisition target criteria

• Earn-out period requires key former owners and key personnel of acquired business to

contribute to the success of Pivot

• Retain key management as well as the best sales and technical staff to maintain key

client and vendor relationships

• Acquisition infrastructure facilitates complete back-office integration

15


Sigma

$139.7

ARC

$67.8

ACS

$783.1

ProSys

$500.7

$38 $42

$31 $35

2011 2012E Q3 YTD

2011

Q3 YTD

2012

$1,297 $1,491

$1,004 $1,165

2011 2012E Q3 YTD

2011

Q3 YTD

2012

Pro-Forma Revenue and Normalized EBITDA

16

Note: Pro forma includes full YTD/year revenue for each operating subsidiary

(USD$ mm)

Pro-Forma Revenue Pro-Forma Normalized EBITDA1

2012 Forecast Pro-Forma Revenue

High growth rates with stable margins

(USD$ mm)

YoY Growth %

1. Normalized EBITDA defined as net income plus interest expense, income tax expense, transaction costs, FMV adjustments,

depreciation and amortization, and non-recurring costs

Note: Pro forma includes full YTD and full year EBITDA for each operating subsidiary

Note: Pro forma includes full quarter revenue for each operating subsidiary

YoY Growth %

14%11%

16%15%

Total Preliminary

Revenue: $1,491 mm


$20

$37 $42

$55

2010 2011 2012E 2013E

$1,016

$1,297 $1,491 $1,522

2010 2011 2012E 2013E

Forecasted Financial Performance

17

Management expects organic revenue to

increase at a compound annual growth rate

of ~15% which is largely in line with

historical trends:

• Focused on Growth Industries

Cloud computing and data center markets

expected to grow at 40% and 6% CAGRs

respectively; Pivot expects to remain

focused in these sectors

• Penetration from Existing Clients Long-

term relationships with key clients can

lead to further penetration within

multiple business units

• Expansion of Services Business

Focus on enhancing managed services

offering while driving increased margins

(US$ mm)

(US$ mm)

Pro-Forma Revenue Key Drivers for Expected Growth

Pro-Forma Normalized EBITDA1

Growth expected to continue on the back of several key drivers

Note: Pro forma includes full year revenue for each operating subsidiary

1. Normalized EBITDA defined as net income plus interest expense, income tax expense, transaction costs, FMV adjustments,

depreciation and amortization, and non-recurring costs

Note: Pro forma includes full year EBITDA for each operating subsidiary


Growth Objective: $3B in Revenue in 3 Years

• Leverage Multi-Vendor Strategy – Become truly differentiated IT solutions provider by

employing integrated hardware solutions with best-in-class OEM partners

– Utilize best practices and sell across operating groups

– Focus on Technology, Telecom, Healthcare and Financial

– Enhance managed services, staff augmentation

– Use national scale to service enterprise companies locally

• Use Platform to Grow Sales Organically – Grow revenues from existing clients, attract

new clients, continue to innovate and deliver new solutions

• Pursue Strategic Acquisitions – Identify, acquire and integrate reseller and IT services

sector companies that are: financeable, growing, innovative and aligned with our

business strategy

18

Pivot| A Leading Multi Vendor IT Solutions Provider 19

Pivot Team: Experienced and Committed to Achieving Success

• Managing Director at Wells Fargo Capital Finance

• Track record of accelerating high-tech business growth, channel

financing expertise, deep industry relationships and M&A

experience as an attorney

• Formerly CFO Pivot Operating Companies with considerable IT

VAR industry expertise

• Executive with over 20 years senior management experience

in private and public companies

Greg Gallagher>> CEO, Director Warren Barnes>> CFO

• Previously served as CEO of PepsiCo Foods International, Pepsi-Cola

Co. and Apple Inc.

• Selected as "Marketing CEO of the Decade" and

"CEO of the Year"

• Former Chairman and CEO of Perot Systems Corporation,

former President and Vice Chairman of Electronic Data

Systems, Inc. (EDS)

• Elected three times by the Wall Street Transcript as outstanding

Chief Executive Officer

John Sculley>> Co-Founder, Executive Chairman Morton Meyerson>> Director

Shane MaineCo-Founder & Director

Gord McMillanCo-Founder

John AndersonDirector

Stephen MooreDirector

David BeckDirector

Technology industry

entrepreneur and Co-

Founder and Managing

Partner of Inflexionpoint

Acquisition Corp.

Experienced financial

services industry

entrepreneur who co-

founded firms that

managed assets in excess

of $2B

Experienced financial

executive and director with

a number of private and

public companies

Managing Director at

Newhaven Asset

Management

Experienced investment

banking executive with

RBC Capital, GMP and NCP

Northland


Summary

• Large and growing markets: $3.6 trillion in Global IT spending in 2012

• Unique service offering

• Blue chip clients

• Strong financial performance

• Successful acquisition and integration strategy

• Visionary board and management team

20


RTO Financing Summary Term Sheet

21

Issuer Pivot Acquisition Corp. (or the “Company”)

Offering Size Minimum of C$5 mm; Maximum of C$10 mm

Offering Treasury offering of subscription receipts

Offering Price C$1.00 per subscription receipt

Use of Proceeds The net proceeds received from the Offering will be used for additional working capital

Exchange / Ticker TSX Venture Exchange (initial listing) / PTG (reserved)

Annual Dividend Yield Annual dividend of $0.02 (to be paid quarterly at $0.005 per share), for annual yield of 2%

Closing Date On or about February 12th, 2013

Agents Mackie Research Capital Corporation as lead agent, and including Macquarie Private Wealth Inc.

Refer to separate Term Sheet for complete details of the Offering


Share Capitalization Post-RTO

22

Post-RTO

Price C$1.00

Pivot Shares O/S (mm)(1)

50.4

Series A Preferred Shares(2)

72.8

RTO Financing Shares(3)

10.0

Convertible Debenture Shares 12.8

Shares to Acme Capital 1.0

Total Shares O/S (mm) 147.0

Market Cap ($mm) C$147.0

(1) Assumes 15% of 37.5 mm founders shares o/s escrowed until subsequent financing completed.

(2) Assumes C$36.2 mm of outstanding convertible debentures exchange into series A preferred

shares and all remaining outstanding convertible debentures convert at 50% of RTO price. Includes

accrued interest.

(3) Assumes C$10 mm RTO at $1.00 per subscription receipt.

Pivot Acquisition Corp.


Pivot’s Outstanding Convertible Debentures

• Pivot currently has C$42.6 mm of 2-year, 12% coupon, convertible debentures outstanding,

maturing April 14, 2013

• The convertible debentures will either i) be converted into common shares of Pivot (at a 50%

discount to the RTO price) upon completion of the RTO, pursuant to the Indenture, or ii) Debenture

Holders will have the option (prior to the closing of the RTO), to exchange into Series A Preferred

Shares of Pivot

• Key features of the Series A Preferred Shares include:

– Receive two Preferred Shares for every dollar of accrued and unpaid interest and the principal amount of the Debentures

– At any time following closing of the RTO, Preferred Shareholders will have the option to convert into “Resulting Issuer” common

shares at a ratio of 1-to-1 (1 common share per 1 Preferred Share)

– In the event that Pivot successfully raises a minimum of C$75 mm contemplated by the potential royalty financing, or any other

form of financing, Preferred Shareholders will have the option to sell (put) their shares to Pivot, upon 30 days’ notice, for an

amount equal to C$0.60 per share (i.e. a 20% premium to ½ the RTO price)

– After June 30, 2013, Pivot shall have the right to force conversion of any and all outstanding Preferred Shares into “Resulting

Issuer” common shares at a ratio of 1-to-1 (1 common share per 1 Preferred Share)

– The Preferred Shares will have a coupon of 12%. The Preferred Shares will be non-voting shares.

• Subsequent to the RTO, Pivot intends to explore a number of financing options to fund future

acquisitions, reduce debt and recapitalize its balance sheet

23


Potential Future Financing (Post-RTO)

• While there is no guarantee as to the success of any contemplated future financing

option, chief among future financing considerations is a royalty transaction

– Pivot will explore the potential of creating a separate royalty company (“Pivot Royalties Corp.”)

– In that potential financing scenario, Pivot Royalties Corp. would propose to raise equity to acquire a revenue

stream from Pivot

– Shares of Pivot Royalties Corp. would be offered at a discount to its peer group, and as Pivot focuses on new

acquisition targets, it could potentially source funds from Pivot Royalties Corp.

• The potential implications for Pivot of a successful royalty transaction include:*

– > $1.5 bn in Revenues and $43.5 mm of net EBITDA forecast for 2013 (net of royalty to Pivot Royalties Corp.)

– A market cap of C$80 mm

– A strong pro-forma cash balance of approximately C$63.4 mm

– Pro-forma net debt reduced to approximately C$78.3 mm

– Enterprise value of C$163 mm

– Existing management well incentivized to continue to grow the business

24

*Assumes C$36.2 mm (85%) of convertible debentures exchange into series A preferred shares and that $C75 mm royalty financing and $C10 mm RTO are completed.


Comparable Companies Analysis

25

24-Jan-13

Share Market Ent.

Company Price Cap. Value LTM 2012E 2013E LTM 2012E 2013E 11A/12E 12E/13E 11A/12E 12E/13E

($) ($MM) ($MM) (x) (x) (x) (%) (%) (%) (%) (%) (%) (%)

VARs/Distributors

Avnet, Inc. NYSE:AVT $34.40 $4,721 $5,904 6.0x 5.4x 7.2x 3.9% 4.2% 3.3% -1.5% -6.4% NA -25.3%

Arrow Electronics, Inc. NYSE:ARW $39.22 $4,156 $5,754 6.1x 6.5x 6.3x 4.6% 4.4% 4.4% -5.0% 1.8% -15.5% 3.3%

Ingram Micro Inc. NYSE:IM $18.37 $2,758 $2,373 4.3x 4.5x 3.8x 1.5% 1.4% 1.5% 2.6% 10.6% 9.0% 19.0%

Tech Data Corp. Nasdaq:TECD $49.45 $1,867 $1,772 4.7x 4.3x 4.6x 1.5% 1.6% 1.5% 8.9% -6.0% NA -7.2%

SYNNEX Corp. NYSE:SNX $36.40 $1,359 $1,471 5.3x 5.4x 5.1x 2.7% 2.6% 2.7% -1.3% 4.0% 0.9% 7.0%

Insight Enterprises Inc. Nasdaq:NSIT $19.58 $872 $845 4.2x 4.1x 4.0x 3.8% 3.9% 3.9% 0.0% 1.8% 6.7% 4.1%

PC Connection, Inc. Nasdaq:PCCC $12.33 $327 $275 4.6x 4.6x 4.2x 2.8% 2.8% 2.9% 2.5% 2.5% 4.3% 7.8%

Softchoice Corporation TSX:SO $12.05 $237 $185 3.8x 3.9x 3.3x 4.8% 4.5% 4.9% 6.2% 8.0% -5.9% 16.0%

Average 4.9x 4.8x 4.8x 3.2% 3.2% 3.2% 1.6% 2.0% -0.1% 3.1%

Diversified Technology Companies

iGATE Corporation Nasdaq:IGTE $17.73 $1,020 $2,481 9.7x 9.4x 9.0x 23.9% 24.5% 24.2% 37.8% 6.6% NA 5.5%

Web.com Group, Inc. Nasdaq:WWWW $15.99 $754 $1,424 42.1x 9.9x 8.8x 9.2% 30.3% 31.1% 139.1% 9.8% 183.7% 12.9%

FARO Technologies Inc. Nasdaq:FARO $32.73 $555 $475 12.0x 13.1x 10.2x 14.7% 13.8% 16.1% 3.2% 10.6% -8.9% 28.5%

Ellie Mae, Inc. NYSE:ELLI $23.13 $594 $503 22.8x 17.0x 13.4x 24.4% 29.6% 30.1% 80.0% 24.4% 497.1% 26.7%

SPS Commerce, Inc. Nasdaq:SPSC $37.23 $547 $477 79.8x 55.0x 37.8x 8.5% 11.3% 13.0% 32.0% 27.0% 63.3% 45.6%

Tangoe, Inc. Nasdaq:TNGO $14.84 $562 $535 50.2x 24.3x 17.1x 7.6% 14.4% 16.4% 45.8% 24.7% 78.0% 42.0%

The Active Network, Inc. NYSE:ACTV $5.52 $334 $259 27.5x 5.8x 5.1x 2.3% 10.6% 10.7% 24.6% 13.0% 17.2% 13.9%

PDF Solutions Inc. Nasdaq:PDFS $13.84 $403 $352 19.7x 13.3x 8.8x 21.5% 29.8% 38.0% 33.0% 18.4% 156.3% 51.1%

Guidance Software, Inc. Nasdaq:GUID $12.85 $323 $293 39.5x 21.5x 15.6x 6.0% 10.5% 12.7% 24.8% 13.1% NA 37.7%

Average 33.7x 18.8x 14.0x 13.1% 19.4% 21.4% 46.7% 16.4% 141.0% 29.3%

Overall Average 20.1x 12.2x 9.7x 8.4% 11.8% 12.8% 25.5% 9.6% 75.9% 17.0%

$1.00 $147 $257 7.0x 6.2x 4.7x 2.8% 2.8% 3.6% 15.1% 2.0% 13.9% 31.0%

$1.00 $80 $163 4.4x 3.9x 3.8x 2.8% 2.8% 2.9% 15.1% 2.0% 13.9% 4.1%

Source: S&P Capital IQ, Bloomberg

1 Post-RTO financing of C$10 mm. Assumes C$36.2 mm of convertible debentures exchanged into series A preferred shares.

2 Assumes a royalty financing of C$75 mm, C$36.2 mm of convertible debentures exchanged into series A preferred shares, and a 1% revenue royalty.

Note: Revenue growth shown for Pivot is organic revenue growth, without acquisitions.

Pivot Technology Solutions Inc.(2)

- Post-RTO & Royalty

Pivot Technology Solutions Inc.(1)

- Post-RTO

Comparable Companies

EV/EBITDA EBITDA Margin Revenue Growth EBITDA Growth


Contact Information

26

• 720 465 9675

• [email protected]

• 714 861 2296

• [email protected]

Greg Gallagher>> Chief Executive Officer Warren Barnes >> Chief Financial Officer

Investor Relations

Pivot investor presentation