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Investor Presentaiton

Disclaimer - Forward Looking Statements DISCLAIMERS 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 businesspeople 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. QUISITIVE CONFIDENTIAL | 2022 | 2
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