Absolute Software Corporation — M&A Activity 2021

May 13, 2021

FORM 51–102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company:

Absolute Software Corporation (“ Absolute ”) 1055 Dunsmuir Street, Suite 1400 Vancouver, BC V7X 1K8

Item 2

Date of Material Change:

May 11, 2021

Item 3 News Release:

Absolute issued a news release on May 11, 2021 that was disseminated via Business Wire and filed on SEDAR.

Item 4 Summary of Material Change:

Absolute announced that it had signed a definitive agreement to acquire NetMotion Software, Inc. (“ NetMotion ”). Under the terms of the agreement, Absolute will acquire 100% of privately-held NetMotion for USD$340 million in cash.

Item 5 Full Description of Material Change:

5.1 Full Description of Material Change:

Absolute announced it has signed a definitive agreement to acquire NetMotion (the “ Transaction ”). Under the terms of the agreement, Absolute will acquire 100% of privately-held NetMotion for USD$340 million in cash.

NetMotion is a remote secure access platform that combines security, visibility and policy management to provide a secure end-user experience. NetMotion’s unified Secure Access Service Edge platform combines a high-performance, enterprise-grade virtual private network, Digital Experience Monitoring and Zero-Trust Network Access, delivering secure network access in customer IT environments. This enables users to securely access organizational resources on rpemises or in the coud while moving through corporate, home and offiste locations without the need to reconnect or re-authenticate. NetMotion’s platform supports 3,000 organizations.

The Transaction is an acquisition of NetMotion through which NetMotion will become a wholly-owned US subsidiary of Absolute. Absolute expects to fund the Transaction consideration with a combination of USD$275 million in debt and using USD$65 million in cash from Absolute’s balance sheet.

Absolute has obtained an underwritten commitment from Benefit Street Partners LLC for a USD$275 million term loan. The term loan is contemplated to have a six-year term, bearing interest at an annual rate of LIBOR plus 6 percent, subject to performance-based reductions from time to time, and contains customary terms and conditions for a senior secured financing of this nature.

The Transaction, which is subject to customary closing conditions and post-closing working capital adjustment, is expected to close towards the end of June 2021, subject to applicable regulatory approvals.

5.2 Disclosure for Restructuring Transactions:

Not applicable.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102:

Not applicable.

Item 7 Omitted Information:

Not applicable.

Item 8 Executive Officer:

The name and business telephone number of an executive officer of Absolute who is knowledgeable about the material change and this material change report is:

Maninder Malli Vice President, Legal and Corporate Secretary 604-730-9851

Item 9 Date of Report: May 12, 2021