This document is important and requires your immediate attention. If you have any questions or require assistance, you should consult your investments dealer, broker, bank manager, lawyer or other professional. No securities regulatory authority in Canada or elsewhere has expressed an opinion about, or passed upon the fairness or merits of, the transaction described in this document, or the adequacy of the information contained in this document and it is an offense to claim otherwise. If you have any questions regarding the information in this Notice of Special Meeting and Management Information Circular, or require assistance in voting your common shares, please contact Pivot Technology Solutions, Inc.'s proxy solicitation agent and shareholder communications advisor Laurel Hill Advisory Group, toll free at 1-877-452-7184 (416-304-0211) or by email at [email protected].

NOTICE OF SPECIAL MEETING

and

MANAGEMENT INFORMATION CIRCULAR

for the

SPECIAL MEETING OF SHAREHOLDERS

PIVOT TECHNOLOGY SOLUTIONS, INC.

relating to

A PLAN OF ARRANGEMENT INVOLVING 1264283 B.C. LTD., A WHOLLY OWNED SUBSIDIARY OF COMPUTACENTER PLC

to be held on

OCTOBER 23, 2020

THE BOARD OF DIRECTORS OF PIVOT TECHNOLOGY SOLUTIONS, INC. UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION

September 23, 2020

Dear Pivot Shareholders:

On behalf of the board of directors (the "Pivot Board") of Pivot Technology Solutions, Inc. ("Pivot"), you are cordially invited to attend the special meeting (the "Meeting") of the shareholders of Pivot ("Pivot Shareholders"). The Meeting will take place on October 23, 2020, at 10:00 a.m. (Toronto time) and will be held virtually at https://web.lumiagm.com/227934840 using password "pivot2020" (case specific).

The Arrangement

At the Meeting, you will be asked to consider and, if deemed advisable, to pass a resolution (the "Arrangement Resolution"), as more particularly described below, approving a statutory plan of arrangement (the "Arrangement") under section 182 of the Business Corporations Act (Ontario) pursuant to which Computacenter plc ("Parent") through its wholly-owned subsidiary, 1264283 B.C. Ltd. ("Purchaser"), will acquire all of the issued and outstanding common shares of Pivot ("Pivot Shares") as contemplated by the arrangement agreement among Pivot, Parent and Purchaser dated September 8, 2020.

Upon the Arrangement becoming effective, Pivot Shareholders will be entitled to receive \$2.60 per Pivot Share in cash (the "Consideration"). The Consideration represents a 40.5% premium to Pivot's closing price per Pivot Share of \$1.85 on the Toronto Stock Exchange (the "TSX") on September 8, 2020, the last trading day before announcement of the Arrangement and a 36.0% premium to Pivot's 20-day volume weighted average share price of \$1.91 to September 8, 2020. Details regarding the Arrangement are set out in the accompanying management information circular of Pivot dated September 23, 2020 (the "Information Circular").

Fairness Opinion

The Pivot Board established a special committee (the "Pivot Special Committee"), comprised of independent members of the Pivot Board, including Wade Dawe (Chairman), M. Lazane Smith and Steve DiGregorio, and retained Raymond James Ltd. ("Raymond James") to, among other things, provide an opinion (the "Fairness Opinion") as to the fairness, from a financial point of view, of the Consideration to be received by the Pivot Shareholders in connection with the Arrangement. Raymond James provided a Fairness Opinion dated September 8, 2020 to the effect that, as of such date, and based upon and subject to the various assumptions, explanations, qualifications and limitations set forth in the Fairness Opinion, the Consideration to be received by the Pivot Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Pivot Shareholders.

Board Recommendation

The Pivot Board, after consultation with its financial and legal advisors and based upon, among other things, the unanimous recommendation of the Pivot Special Committee and the receipt of the Fairness Opinion, has UNANIMOUSLY determined that the Arrangement is in the best interests of Pivot and that the Consideration to be received by Pivot Shareholders pursuant to the Arrangement is fair to Pivot Shareholders. Accordingly, the Pivot Board recommends that Pivot Shareholders vote IN FAVOUR of the Arrangement Resolution. The determination of the Pivot Special Committee and the Pivot Board is based on various factors described more fully in the accompanying Information Circular. Each of the directors and executive officers of Pivot intends to vote all of his or her Pivot Shares in favour of the Arrangement Resolution.

Approval Requirements

To become effective, the Arrangement must be approved at the Meeting by (i) at least two-thirds (662/3%) of the votes cast by Pivot Shareholders on the Arrangement Resolution, present in person or by proxy and entitled to vote at the Meeting and (ii) a simple majority of the votes cast at the Meeting in person or by proxy by Pivot Shareholders entitled to vote at the Meeting, excluding the votes cast in respect of Pivot Shares beneficially owned or over which control or direction is exercised by any persons whose votes must be excluded in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. To the knowledge of Pivot, after reasonable inquiry, the votes attached to the 207,941 Pivot Shares (representing 0.54% of the Pivot Shares outstanding as at the Record Date) owned by a related party of Pivot will be excluded in determining whether a simple majority of the votes has been cast in favour of the Arrangement Resolution. The closing of the Arrangement is also subject to customary closing conditions, including approval by the Ontario Superior Court of Justice (Commercial List), certain regulatory approvals and the satisfaction of certain other customary conditions.

If the necessary approvals are obtained and the other conditions to closing are satisfied or waived, it is anticipated that the Arrangement will be completed in early November 2020 and, as a Pivot Shareholder (unless you are a dissenting Pivot Shareholder), you will receive payment for your Pivot Shares shortly after closing of the Arrangement. Once all of the steps to effect the Arrangement are completed, the Pivot Shares will be delisted from the TSX and Pivot will apply to cease to be a reporting issuer in Canada.

The accompanying notice of special meeting (the "Notice of Meeting") and Information Circular contain a detailed description of the Arrangement and set forth the actions to be taken by Pivot Shareholders at the Meeting. You should carefully consider all of the relevant information in the Notice of Meeting and the Information Circular and consult with your financial, legal, tax or other professional advisors if you require assistance.

Voting Your Shares

The Pivot Board wishes to convey the importance of the Meeting. Each Pivot Shareholder's vote is important regardless of how many Pivot Shares you own. The Pivot Board urges registered Pivot Shareholders to complete, date and sign the form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Information Circular. Completed forms of proxy should be returned in the envelope provided for that purpose to Pivot's transfer agent and registrar, Computershare Investor Services Inc. ("Computershare") at 100 University Avenue, 8th Floor, Toronto, ON, M5J 2Y1 no later than 5:00 p.m. (Toronto time) on October 21, 2020 (or the last Business Day preceding any postponement or adjournment of the Meeting). If you require further assistance, please do not hesitate to contact Pivot's proxy solicitation agent and shareholder communications advisor, Laurel Hill Advisory Group, North American toll free at 1-877-452-7184, or outside North America at 416-304-0211 or by email at [email protected].

If you are not registered as the holder of Pivot Shares ("Beneficial Pivot Shareholder") but hold your Pivot Shares through a broker, financial institution, trustee, custodian or other nominee who holds securities on your behalf or in the name of a clearing agency (an "Intermediary"), you should follow the instructions provided by your Intermediary to vote your Pivot Shares.

Letter of Transmittal

If the Arrangement is approved and completed, before you can be paid for your Pivot Shares, Computershare Trust Company of Canada will need to receive a letter of transmittal (printed on yellow paper) at the address specified on the last page of the letter of transmittal, either completed by you, if you are a registered Pivot Shareholder who is not a Dissenting Holder (as defined in the Information Circular), or completed by your Intermediary if you are a Beneficial Pivot Shareholder. Beneficial Pivot Shareholders who hold Pivot Shares through an Intermediary will NOT receive a letter of transmittal directly and must ensure that their Intermediaries complete the necessary transmittal documents to ensure that they receive payment for their Pivot Shares if the Arrangement is completed. Beneficial holders of Pivot Shares held through CDS Clearing and Depository Services Inc. need not take any action with respect to receiving the Consideration to which they are entitled pursuant to the Arrangement. The letter of transmittal contains other procedural information relating to the Arrangement and should also be reviewed carefully.

You are also advised that you are provided with rights of dissent with respect to the Arrangement. Please review the Information Circular carefully if you are contemplating exercising these rights.

On behalf of Pivot, we would like to thank you for your past and ongoing support.

Yours truly,

(signed) "Wade K. Dawe"

Wade K. Dawe Chairman of the Board of Directors

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF PIVOT TECHNOLOGY SOLUTIONS, INC.

NOTICE IS HEREBY GIVEN that, pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List) dated September 21, 2020 as same may be amended (the "Interim Order"), a special meeting (the "Meeting") of holders ("Pivot Shareholders") of common shares ("Pivot Shares") of Pivot Technology Solutions, Inc. ("Pivot") will be held on October 23, 2020 at 10:00 a.m. (Toronto time) at https://web.lumiagm.com/227934840 for the following purposes:

1. to consider, and, if thought advisable, to pass, with or without variation, a special resolution (the "Arrangement Resolution"), the full text of which is set forth in Appendix "A" to the accompanying management information circular of Pivot dated September 23, 2020 (the "Information Circular"), approving, among other things, a plan of arrangement (the "Arrangement") under section 182 of the Business Corporations Act (Ontario) (the "OBCA") involving Pivot, Computacenter plc and 1264283 B.C. Ltd. ("Purchaser"), pursuant to which the Purchaser will, among other things, acquire all of the issued and outstanding Pivot Shares for cash consideration of \$2.60 per Pivot Share, all as more particularly described in the Information Circular; and
1. to transact such further and other business as may properly be brought before the Meeting or any postponement or adjournment thereof.

The Meeting will be held as a virtual meeting. Registered Pivot Shareholders ("Registered Pivot Shareholders") and duly appointed proxyholders will be able to attend, listen, participate and vote at the Meeting online at https://web.lumiagm.com/227934840. Click on "I have a login" and enter your 15-digit Control Number or Username along with the password "pivot2020" (case specific). Pivot Shareholders and duly appointed proxyholders who wish to comment or ask a question will be able to submit comments or questions using the Meeting platform and participate and listen to the Meeting online. Beneficial Pivot Shareholders who have not appointed themselves as proxyholder may attend the Meeting by clicking "I am a guest" and completing the online form.

Specific details of the matters proposed to be put before the Meeting are set forth in the Information Circular which accompanies this Notice of Special Meeting. A copy of the Information Circular, a form of proxy, a form of letter of transmittal and a return envelope accompany this Notice of Special Meeting. A copy of the arrangement agreement dated September 8, 2020 entered into between Pivot, Computacenter plc and Purchaser is available on SEDAR (www.sedar.com) under Pivot's issuer profile.

The board of directors of Pivot UNANIMOUSLY recommends that Pivot Shareholders vote IN FAVOUR of the Arrangement Resolution. It is a condition to the completion of the Arrangement that the Arrangement Resolution be approved at the Meeting.

The record date for determining Pivot Shareholders entitled to receive notice of and to vote at the Meeting is the close of business on September 22, 2020 (the "Record Date"). Only Pivot Shareholders whose names have been entered in the register of Pivot Shareholders as of the close of business on the Record Date are entitled to receive notice of and to vote at the Meeting.

Your vote is important regardless of the number of Pivot Shares you own. Pivot Shareholders are invited to virtually attend the Meeting. Only Registered Pivot Shareholders or the persons they appoint as their proxyholders are permitted to vote at the Meeting. Registered Pivot Shareholders who are unable to virtually attend the Meeting or any postponement or adjournment thereof in person are requested to complete, date, sign and return the enclosed form of proxy to Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, so as to not arrive later than 5:00 p.m. (Toronto time) on October 21, 2020, or 5:00 p.m. (Toronto time) on the last Business Day preceding any postponement or adjournment of the Meeting, Saturdays, Sundays and holidays excepted. Alternatively, Registered Pivot Shareholders who are unable to virtually attend the Meeting or any postponement or adjournment thereof in person may vote by telephone, or over the Internet, in each case in accordance with the enclosed instructions.

Non-registered Pivot Shareholders who receive these materials through their broker or other intermediary should complete and send the form of proxy or voting instruction form in accordance with the instructions provided by their broker or intermediary.

Pursuant to the OBCA, as modified by the Plan of Arrangement (as defined in the Information Circular), the Interim Order and the Final Order (as defined in the Information Circular), Registered Pivot Shareholders have been granted the right to dissent in respect of the Arrangement Resolution. If the Arrangement becomes effective, a Registered Pivot Shareholder who dissents in respect of the Arrangement Resolution (each, a "Dissenting Holder") is entitled to be paid the fair value of such Dissenting Holder's Pivot Shares, provided that such Dissenting Holder has delivered to Pivot (at 55 Renfrew Drive, Suite 200, Markham, ON Canada L3R 8H3) a written objection to the Arrangement Resolution not later than 5:00 p.m. (Toronto time) on October 21, 2020, being two business days immediately preceding the date of the Meeting (or, if the Meeting is postponed or adjourned, two business days immediately preceding the date of the postponed or adjourned meeting) and has otherwise complied strictly with the dissent procedures described in the Information Circular, including the relevant provisions of the OBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order. This right is described in detail in the Information Circular under the heading "Dissent Rights". The full text of Section 185 of the OBCA, which will be relevant in any dissent proceeding, is set forth in Appendix "B" to the Information Circular.

Beneficial owners of Pivot Shares registered in the name of a broker, investment dealer or other intermediary who wish to dissent should be aware that only registered owners of Pivot Shares are entitled to dissent. Beneficial Pivot Shareholders who wish to exercise Dissent Rights (as defined in the Information Circular) must cause each Registered Pivot Shareholder holding their Pivot Shares to deliver the notice of dissent.

Failure to comply strictly with the dissent procedures described in the Information Circular may result in the loss of any right of dissent.

If you have any questions or require assistance, please contact Pivot's proxy solicitation agent and shareholder communications advisor, Laurel Hill Advisory Group, North American toll free at 1-877-452- 7184, or outside North America at 416-304-0211 or by email at [email protected] or your professional advisor.

DATED this 23nd day of September, 2020.

BY ORDER OF THE BOARD OF DIRECTORS OF PIVOT TECHNOLOGY SOLUTIONS, INC.

(signed) "Matthew R. Girardot"

Matthew R. Girardot Chief Legal Officer and Corporate Secretary

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF PIVOT TECHNOLOGY SOLUTIONS, $\rm{INC}$
MANAGEMENT INFORMATION CIRCULAR
Information Contained in this Information Circular
Defined Terms
Forward-Looking Information
Information for Registered Pivot Shareholders
Information for Beneficial Pivot Shareholders
Notice to Securityholders in the United States
Currency and Exchange Rates
QUESTIONS AND ANSWERS ABOUT THE ARRANGEMENT AND THE MEETING
Q&A on the Arrangement
Q&A on Proxy Voting
GENERAL INFORMATION CONCERNING THE MEETING AND VOTING 15
Time, Date and Place
Record Date
Meeting Materials
Solicitation of Proxies
How to Attend the Meeting
Voting by Proxies
Revocability of Proxies
Voting of Pivot Shares Owned by Beneficial Pivot Shareholders
Ouorum
Principal Holders of Pivot Shares
Particulars of Matters to be Acted Upon at the Meeting
INFORMATION CONCERNING PIVOT TECHNOLOGY SOLUTIONS, INC. 19
General
Trading History
Dividend Policy
Previous Purchases and Sales
Previous Distributions
Material Changes in the Affairs of Pivot
INFORMATION CONCERNING THE PURCHASER AND COMPUTACENTER PLC 21
THE ARRANGEMENT
Background to the Arrangement

Recommendation of the Pivot Board
Reasons for the Recommendations of the Pivot Board
Fairness Opinion
Description of the Arrangement
Guarantee of the Parent
Procedure for the Arrangement to Become Effective
Completion of the Arrangement
Support and Voting Agreements
Required Approvals
Effects of the Arrangement
PROCEDURE FOR EXCHANGE OF PIVOT SHARES
Letter of Transmittal - Registered Pivot Shareholders
Exchange Procedure
Return of Pivot Shares
Lost Certificates
Cancellation of Rights
Withholding Rights
Depositary
Expenses of the Arrangement
INTERESTS OF CERTAIN PERSONS IN THE ARRANGEMENT
Ownership of Securities of Pivot
Termination and Change of Control Benefits
Insurance and Indemnification of Directors and Officers
MI 61-101
THE ARRANGEMENT AGREEMENT
Representations and Warranties
Conditions Precedent to the Arrangement
Covenants
Additional Covenants Regarding Non-Solicitation
Termination of the Arrangement Agreement
Expenses
Amendments
REGULATORY MATTERS
Competition Act (Canada)
Hart Scott Rodino Antitrust Improvements Act of 1976
United States Securities Law Matters

Stock Exchange Matters
Other Regulatory Matters
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
Holders Resident in Canada
Holders Not Resident in Canada
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
Scope of this Disclosure
Material U.S. Federal Income Tax Consequences
Additional U.S. Federal Tax Considerations
RISK FACTORS
Risk Factors Related to the Arrangement
Risk Factors Related to the Business of Pivot
DISSENT RIGHTS
INDEBTEDNESS TO AND BY DIRECTORS AND EXECUTIVE OFFICERS
LEGAL MATTERS
INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
MANAGEMENT CONTRACTS
AUDITOR, TRANSFER AGENT AND REGISTRAR
ADDITIONAL INFORMATION
OTHER MATTERS
BOARD APPROVAL
GLOSSARY OF DEFINED TERMS
CONSENT OF RAYMOND JAMES LTD.
Appendix "A" Form of Pivot Arrangement Resolution
Appendix "B" Dissent Rights
Appendix "C" Plan of Arrangement
Appendix "D" Fairness Opinion
Appendix "E" Interim Order
Appendix "F" Notice of Application For Final Order

MANAGEMENT INFORMATION CIRCULAR

Information Contained in this Information Circular

This Information Circular is delivered in connection with the solicitation of proxies by and on behalf of management of Pivot for use at the Meeting, and any adjournment(s) or postponement(s) thereof.

No person is authorized to give any information or make any representation not contained in this Information Circular and, if given or made, such information or representation should not be relied upon as having been authorized or as being accurate. For greater certainty, to the extent that any information provided on Pivot's website or by Pivot's proxy solicitation agent and shareholder communications advisor is inconsistent with this Information Circular, you should rely on the information provided in this Information Circular.

All summaries of and references to the Arrangement Agreement, the Support and Voting Agreements and the Plan of Arrangement in this Information Circular are qualified in their entirety by the complete text of those documents. The Arrangement Agreement and Support and Voting Agreements are available on SEDAR (www.sedar.com) under Pivot's issuer profile. The Plan of Arrangement is attached hereto as Appendix "C". You are urged to read carefully the full text of the Plan of Arrangement, the Arrangement Agreement and the Support and Voting Agreements.

Information in this Information Circular is given as at September 22, 2020, unless otherwise indicated.

This Information Circular does not constitute an offer to sell or a solicitation of an offer to purchase any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation of an offer or proxy solicitation. The delivery of this Information Circular will not, under any circumstances, create an implication that there has been no change in the information set forth herein since the date of this Information Circular.

Pivot Shareholders, Pivot Optionholders and Pivot RSU Holders should not construe the contents of this Information Circular as legal, tax or financial advice and should consult with their own legal, tax, financial or other professional advisors in considering the relevant legal, tax, financial or other matters contained in this Information Circular with respect to their particular circumstances.

Defined Terms

This Information Circular contains defined terms. For a list of the defined terms used herein, see the "Glossary of Defined Terms" in this Information Circular.

Forward-Looking Information

Certain statements and information contained herein are not based on historical facts and constitute "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities legislation. Forward-looking statements are based on expectations, estimates and projections as of the date of this Information Circular. Such information includes estimates, forecasts and statements with respect to, among other things: the ability of Pivot and Purchaser to consummate the Arrangement on the terms of the Arrangement Agreement; the timing and possible outcome of shareholder approval, third party consents or approvals and other approvals necessary to complete the Arrangement; the anticipated tax consequences of the Arrangement; and the delisting of Pivot Shares from the TSX following the Arrangement. Often, but not always, forward-looking statements can be identified by the use of words and phrases such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.

Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and are based on various assumptions such as the receipt of all required approvals, the satisfaction of the terms and conditions of the Arrangement Agreement, that the Arrangement will be completed within the expected time frame, at the expected cost, and that Pivot and Purchaser will not fail to complete the Arrangement for any other reason, including but not limited to the matters discussed under the "Risk Factors" section of this Information Circular.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Pivot to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, general business, economic, competitive, political and social uncertainties; the satisfaction or waiver of the conditions precedent to complete the Arrangement including the approval of the Arrangement by Pivot Shareholders and the Court; the receipt of all required approvals to complete the Arrangement; the ability of the Parties to satisfy in a timely manner the conditions to the Closing of the Arrangement; the anticipated Effective Date of the Arrangement; the absence of any event, change or other circumstances that could give rise to the termination of the Arrangement Agreement; the delay in or increase in cost of completing the Arrangement and the failure to complete the Arrangement for any other reason and the risks described under the heading "Risk Factors" in this Information Circular. Additional risks and uncertainties regarding Pivot are described in its most recent Annual Information Form dated March 27, 2020, which is available on SEDAR (www.sedar.com) under Pivot's issuer profile.

Although Pivot has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this Information Circular and Pivot disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results, except as may be required by applicable securities laws. There can be no assurance that forward-looking 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.

Information for Registered Pivot Shareholders

As a Registered Pivot Shareholder, you can vote your Pivot Shares in the following ways:

At the Meeting	If you are a Registered Pivot Shareholder you can attend the Meeting virtually. Do not fill out and return your form of proxy if you intend to vote virtually at the Meeting. Go to https://web.lumiagm.com/227934840 prior to the start of the Meeting to login. Click on "I have a login" and enter your 15-digit Control Number or Username along with the password "pivot2020" (case specific).
Phone	For Registered Pivot Shareholders in Canada or the United States, call 1-866- 732-8683 (toll-free in North America) and follow the instructions. You will

	need to enter your Control Number. Follow the interactive voice recording instructions to submit your vote.
Internet	Go to www.investorvote.com. When instructed to enter your 15-digit Control Number, refer to your voting instruction form or your form of proxy. Votes conveyed by the Internet must be received no later than the cut-off time given on the voting instruction form or the form of proxy.
	To appoint a third party to attend and vote at the Meeting on your behalf, visit http://www.computershare.com/Pivot to register your appointee prior to 5:00 p.m. (Toronto time) on October 21, 2020 after your proxy is submitted.
Mail	Enter voting instructions, sign the form of proxy and send your completed form of proxy to:
	Computershare Investor Services Inc. Attention: Proxy Department 100 University Avenue, 8th Floor Toronto, Ontario M5J 2Y1
	To appoint a third party to attend and vote at the Meeting on your behalf, visit http://www.computershare.com/Pivot to register your appointee prior to 5:00 p.m. (Toronto time) on October 21, 2020 after your proxy is submitted.
	DO NOT MAIL BACK YOUR PROXY IF YOU VOTED BY PHONE OR INTERNET
Questions	Contact Pivot's proxy solicitation agent and shareholder communications advisor:
	Laurel Hill Advisory Group North American toll free: 1-877-452-7184 Outside North America: 416-304-0211 Email: [email protected]

Information for Beneficial Pivot Shareholders

This Information Circular and the accompanying materials are being sent to Registered Pivot Shareholders and Beneficial Pivot Shareholders, who are Pivot Shareholders who hold their Pivot Shares through a broker, investment dealer or other intermediary. If you are a Beneficial Pivot Shareholder, you should follow the instructions of your broker or intermediary (an "Intermediary") in order to ensure that your Pivot Shares are voted at the Meeting.

Applicable regulatory policy in Canada requires Intermediaries to seek voting instructions from Beneficial Pivot Shareholders in advance of the Meeting. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Pivot Shareholders in order to ensure that their Pivot Shares are voted at the Meeting.

The form of proxy supplied to you by your Intermediary will be similar to the proxy provided to Registered Pivot Shareholders. However, its purpose is limited to instructing the Intermediary on how to vote on your behalf.

Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge") in Canada and in the United States. Broadridge typically mails a voting instruction form to Beneficial Pivot Shareholders in lieu of a proxy provided by Pivot. The voting instruction form will name the same persons as Pivot's proxy to represent you at the Meeting. You have the right to appoint a person (who need not be Pivot Shareholder), other than the persons designated in the voting instruction form, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the voting instruction form. The completed voting instruction form must then be returned to Broadridge, in accordance with Broadridge's instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Pivot Shares to be represented at the Meeting. If you receive a voting instruction form from Broadridge, you cannot use it to vote your Pivot Shares directly at the Meeting – the voting instruction form must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Pivot Shares voted. Without specific instructions, Intermediaries are prohibited from voting shares for the Intermediary's clients. Therefore, each Beneficial Pivot Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting. Additionally, Pivot may utilize Broadridge's QuickVoteTM service to assist eligible Beneficial Pivot Shareholders with voting their Pivot Shares directly over the phone.

In the alternative, if you wish to vote at the Meeting, Beneficial Pivot Shareholders should enter their own names in the blank space on the form of proxy or voting instruction form provided to them and return the same to their Intermediary in accordance with the instructions provided by Intermediary well in advance of the Meeting. Additionally, Beneficial Pivot Shareholders are required to register such named proxyholders with Computershare at http://www.computershare.com/Pivot, prior to 5:00 p.m. (Toronto time) on October 21, 2020. Computershare will provide a Beneficial Pivot Shareholder or the appointed proxyholder, as applicable, with a Username if they have validly appointed themselves or a third party, as applicable, by proxy or voting instruction form and registered the appointee's details at http://www.computershare.com/Pivot. Beneficial Pivot Shareholders who appoint themselves or a third party will receive a Username from Computershare to participate in the Meeting. Beneficial Pivot Shareholders who have not appointed themselves may attend the Meeting by clicking "I am a guest" and completing the online form.

Beneficial Pivot Shareholders who have questions or concerns regarding any of these procedures may also contact their Intermediary. It is recommended that inquiries of this kind be made well in advance of the Meeting.

Beneficial Pivot Shareholders should also instruct their Intermediary to complete the Letter of Transmittal regarding the Arrangement in order to receive \$2.60 for each Pivot Share held in exchange for their Pivot Shares if such Intermediary is the Registered Pivot Shareholder.

Management of Pivot will pay for Intermediaries to forward this Information Circular, the proxy form or a voting instruction form to objecting beneficial owners under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer.

See "General Information Concerning the Meeting and Voting".

Notice to Securityholders in the United States

THIS INFORMATION CIRCULAR AND THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER SECURITIES REGULATORY AUTHORITY IN ANY STATE OF THE UNITED STATES, NOR HAS THE SEC OR ANY SECURITIES REGULATORY AUTHORITY IN ANY STATE OF THE UNITED STATES PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS INFORMATION CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Pivot, a corporation existing under the laws of the Province of Ontario, this Information Circular and the solicitation of proxies contemplated in this Information Circular are not subject to the proxy solicitation and disclosure requirements of the U.S. Exchange Act and the rules and regulations promulgated thereunder and therefore, this solicitation is not being effected in accordance with those proxy rules and regulations under the U.S. Exchange Act. The solicitation of proxies is being made, and the transactions contemplated herein are being undertaken, by a Canadian issuer in accordance with applicable Canadian federal and provincial corporate and securities laws, and this Information Circular has been prepared in accordance with the federal and provincial disclosure requirements applicable in Canada. Pivot Shareholders in the United States should be aware that disclosure requirements under such Canadian laws are different from those of the United States applicable to registration statements and proxy statements under U.S. federal and state securities laws. Shareholders in the United States should also be aware that other requirements under Canadian Laws may differ from those required under United States corporate and U.S. Securities Laws.

The enforcement by Pivot Shareholders, Pivot Optionholders and Pivot RSU Holders of rights, claims and civil liabilities under U.S. federal or state securities laws may be affected adversely by the fact that Pivot exists under the laws of the Province of Ontario and Purchaser exists under the laws of the Province of British Columbia, that some or all of their respective officers and directors or experts named herein, if any, are not residents of the United States and that all or substantially all of the respective assets of such persons are located outside the United States. You may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. federal or state securities laws. It may be difficult to compel such parties or affiliates of a non-U.S. company to subject themselves to the jurisdiction of a court in the United States or to enforce a judgment obtained from a court in the United States. In addition, you should not assume that the courts of Canada: (i) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or applicable securities laws of any state within the United States; or (ii) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or applicable securities laws of any state within the United States.

Pivot Shareholders in the United States should be aware that the financial statements and financial information of Pivot, as publicly filed on SEDAR (www.sedar.com) under Pivot's issuer profile, are prepared in accordance with IFRS as issued by the International Accounting Standards Board and are subject to Canadian auditing and auditor independence standards, each of which differ in certain material respects from U.S. generally accepted accounting principles and auditing and auditor independence standards and thus may not be comparable in all respects to financial statements and information of U.S. companies.

Pivot Shareholders, Pivot Optionholders and Pivot RSU Holders should be aware that the Arrangement, the transactions described in this Information Circular and the Arrangement Agreement, and the sale, exchange, exercise or disposition of any such securities discussed in this Information Circular may have tax consequences under Canadian or United States state, local or foreign tax law. Such consequences for such holders may not be described fully herein. See "Certain United States Federal Income Tax Considerations". The U.S. tax treatment of the Arrangement is subject to uncertainty. Such persons who are resident in, or citizens of, the United States are advised to consult their own tax advisors to determine the particular United States tax consequences to them of the Arrangement in light of their particular situation, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local, or other taxing jurisdiction.

No broker, dealer, salesperson or other person has been authorized to give any information or make any representation other than those contained in this Information Circular and, if given or made, such information or representation must not be relied upon as having been authorized by Pivot or Purchaser.

Currency and Exchange Rates

Unless otherwise indicated, all references to "\$" or "Canadian dollars" are to Canadian dollars and references to "US\$" or "U.S. dollars" are to United States dollars. As at September 22, 2020, the daily rate of exchange between the United States dollar and the Canadian dollar as quoted by the Bank of Canada, was US\$1.00=\$1.33 (or \$1.00=US\$0.75).

QUESTIONS AND ANSWERS ABOUT THE ARRANGEMENT AND THE MEETING

The information contained below is of a summary nature and therefore is not complete. This summary information is qualified in its entirety by the more detailed information contained elsewhere in this Information Circular, including the Appendices hereto, the form of proxy and the Letter of Transmittal, all of which are important and should be reviewed carefully. Capitalized terms used in these questions and answers but not otherwise defined herein have the meanings set forth in the "Glossary of Defined Terms" in this Information Circular.

Q&A on the Arrangement

Q: Why did I receive this package of information?

A: On September 8, 2020, Pivot entered into the Arrangement Agreement with the Purchaser and the Parent pursuant to which, among other things, the Purchaser has agreed to acquire all of the issued and outstanding Pivot Shares pursuant to the Plan of Arrangement. This acquisition is subject to, among other things, obtaining the approval of Pivot Shareholders. As a Pivot Shareholder as of the close of business on September 22, 2020 (the "Record Date"), you are entitled to receive notice of, and to vote at, the Meeting. We are soliciting your proxy, or vote, and providing this Information Circular in connection with that solicitation.

Q: What is a plan of arrangement?

A: A plan of arrangement is a statutory procedure under Canadian corporate law that allows companies to carry out transactions with the approval of the Court. The Plan of Arrangement that you are being asked to consider will provide for, among other things, the acquisition by the Purchaser of all of the issued and outstanding Pivot Shares.

Q: Where and when will the Meeting be held?

A: The Meeting will be held on October 23, 2020 at 10:00 a.m. (Toronto time) in a virtualonly format at https://web.lumiagm.com/227934840 using password "pivot2020" (case specific).

Q: What are Pivot Shareholders being asked to vote on?

A: Pivot Shareholders are being asked to vote on a special resolution to approve the Plan of Arrangement, which provides for, among other things, the acquisition by the Purchaser of all of the issued and outstanding Pivot Shares for \$2.60 per Pivot Share in cash.

See "The Arrangement - Required Approvals - Pivot Shareholder Approval" and "General Information Concerning the Meeting and Voting - Particulars of Matters to be Acted Upon at the Meeting".

Q: What will I receive for my Pivot Shares under the Arrangement?

A: Under the Arrangement, each Pivot Shareholder will be entitled to receive, subject to the terms of the Plan of Arrangement, \$2.60 in exchange for each Pivot Share held immediately prior to the Effective Time of the Arrangement.

See "The Arrangement Agreement".

Q: Does the Pivot Board support the Arrangement?

A: Yes. The Pivot Board, having undertaken a thorough review of information concerning Pivot, Parent, the Purchaser, and the terms of the Arrangement and after consulting with its financial and legal advisors, including receiving the Fairness Opinion (attached hereto as Appendix "D") and presentations from its financial advisor, has UNANIMOUSLY determined that the Arrangement is in the best interests of Pivot and that the Consideration to be received by Pivot Shareholders pursuant to the Arrangement is fair to Pivot Shareholders. Accordingly, the Pivot Board UNANIMOUSLY recommends that Pivot Shareholders vote "FOR" the Arrangement Resolution. Each of the directors and executive officers of Pivot intends to vote all of his or her Pivot Shares in favour of the Arrangement Resolution.

In making its recommendation, the Pivot Board considered a number of factors which are described in this Information Circular under the heading "The Arrangement - Reasons for the Recommendations of the Pivot Board".

See also "The Arrangement - Background to the Arrangement" and "The Arrangement - Recommendation of the Pivot Board".

Q: What approvals are required of Pivot Shareholders at the Meeting?

A: To be effective, the Arrangement Resolution must be approved by the affirmative vote of (i) at least two-thirds (662/3%) of the votes cast on the Arrangement Resolution by Pivot Shareholders present in person or represented by proxy and entitled to vote at the Meeting and (ii) a simple majority of the votes cast at the Meeting in person or by proxy by Pivot Shareholders entitled to vote at the Meeting, excluding the votes cast in respect of Pivot Shares beneficially owned or over which control or direction is exercised by any persons whose votes must be excluded in accordance with MI 61-101. To the knowledge of Pivot, after reasonable inquiry, the votes attached to the 207,941 Pivot Shares (representing 0.54% of the Pivot Shares outstanding as at the Record Date) owned by a related party of Pivot will be excluded in determining whether a simple majority of the votes has been cast in favour of the Arrangement Resolution.

See "The Arrangement - Required Approvals - Pivot Shareholder Approval" and "General Information Concerning the Meeting and Voting - Particulars of Matters to be Acted Upon at the Meeting".

Parent has entered into the Support and Voting Agreements with the Pivot Supporting Shareholders (representing each director and executive officer of Pivot), pursuant to which the Pivot Supporting Shareholders have agreed, subject to the terms and conditions of their respective Support and Voting Agreements, to vote their Pivot Shares in favour of the Arrangement Resolution. As of the date of the Arrangement Agreement, the Pivot Supporting Shareholders, collectively, beneficially owned or exercised control or direction over an aggregate of 2,940,333 Pivot Shares or approximately 7.69% of the outstanding Pivot Shares.

See "The Arrangement - Support and Voting Agreements".

Q: What other approvals are required for the Arrangement?

A: The Arrangement must be approved by the Court. The Court will be asked to make a final order approving the Arrangement and to determine, after considering the substantive and procedural aspects of the transaction, that the Arrangement is in the best interests of Pivot and is fair to Pivot Shareholders. Pivot will apply to the Court for the final order if Pivot Shareholders approve the Arrangement Resolution at the Meeting.

Completion of the Arrangement is also subject to the conditions precedent contained in the Arrangement Agreement having been satisfied.

See "The Arrangement - Required Approvals" and "The Arrangement – Procedure for the Arrangement to Become Effective".

Q: When will the Arrangement become effective?

A: If Pivot Shareholders approve the Arrangement Resolution, then it is anticipated that the Arrangement will be completed in early November, subject to, among other things, obtaining the Court approval as well as the satisfaction or waiver of all other conditions precedent to completing the Arrangement.

Q: What are the Canadian federal income tax consequences of the Arrangement?

A: Subject to the qualifications set forth in this Information Circular, a Resident Holder whose Pivot Shares are sold to Purchaser for the Consideration pursuant to the Arrangement will be considered to have disposed of those Pivot Shares for proceeds of disposition equal to the aggregate fair market value of the Consideration. As a result, a Resident Holder will generally realize a capital gain (or capital loss) to the extent that such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Resident Holder's Pivot Shares immediately before the disposition. Generally, one-half of any capital gain (a "taxable capital gain") realized by a Resident Holder in a taxation year must be included in computing the Resident Holder's income for that taxation year. One-half of any capital loss (an "allowable capital loss") must be deducted from taxable capital gains realized by the Resident Holder in the year of disposition, in accordance with the detailed rules of the Tax Act.

Non-Resident Holders will generally not be taxable in Canada with respect to any capital gains generated on the disposition of Pivot Shares pursuant to the Arrangement as long as such Pivot Shares do not constitute "taxable Canadian property" as defined in the Tax Act.

For additional information and a general discussion of such tax considerations, see "Certain Canadian Federal income Tax Considerations".

Tax matters are complicated and the tax consequences of the Arrangement to you will depend on the facts of your particular circumstances. Because individual circumstances may differ, you should consult with your tax advisor as to the specific tax consequences of the Arrangement to you.

Q: What will happen to Pivot if the Arrangement is completed?

A: If the Arrangement is completed, then all of the outstanding Pivot Shares will be owned by Purchaser immediately following the Effective Time of the Arrangement. Following completion of the Arrangement, it is expected that the Pivot Shares will be delisted from the TSX and Pivot will make an application to cease to be a reporting issuer under applicable securities laws.

See "The Arrangement - Effects of the Arrangement".

Q: Are Pivot Shareholders entitled to Dissent Rights?

A: Yes. Under the Interim Order, Registered Pivot Shareholders are entitled to Dissent Rights but only if they follow the procedures specified in the OBCA, as modified by Article 5 of the Plan of Arrangement, the Interim Order and the Final Order. If you wish to exercise Dissent Rights, you should review the requirements summarized in this Information Circular carefully and consult with your legal advisor.

See "Dissent Rights".

Q: What will happen if the Arrangement Resolution is not approved or the Arrangement is not completed for any reason?

A: If the Arrangement Resolution is not approved or the Arrangement is not completed for any reason, then the Arrangement Agreement may be terminated. Failure to complete the Arrangement is likely to have a material negative effect on the market price of the Pivot Shares. In certain circumstances, including, among other things, if Pivot accepts a competing offer that the Pivot Board concludes is superior to the Arrangement, Pivot will be required to pay a termination fee of \$2,000,000 to Purchaser in connection with such termination.

See "The Arrangement Agreement - Termination of the Arrangement Agreement" and "Risk Factors".

Q: Should I send in my Letter of Transmittal and Pivot Share Certificates now?

A: If the Arrangement is completed, Registered Pivot Shareholders must complete, sign and return the Letter of Transmittal with accompanying Pivot Share Certificate(s) (if applicable) to the Depositary in order to receive the Consideration. All deposits of Pivot Shares made under a Letter of Transmittal are irrevocable; however, in the event the Arrangement is not consummated, the Depositary will promptly return any Pivot Share Certificates (if applicable) that have been deposited.

See "Procedure for Exchange of Pivot Shares"

Q: When can I expect to receive Consideration for my Pivot Shares?

A: You will receive the Consideration (net of any applicable withholdings) for your Pivot Shares as soon as practicable following the submission of your Letter of Transmittal to the Depositary and the completion of the Arrangement.

Q: What happens if I send in my Pivot Share Certificate(s) and the Arrangement Resolution is not approved or the Arrangement is not completed?

A: If the Arrangement Resolution is not approved or if the Arrangement is not otherwise completed, your Pivot Share Certificate(s) (if applicable) will be returned promptly to you by the Depositary.

Q: Who can help answer my questions?

A: If you have any questions about this Information Circular or the matters described in this Information Circular, please contact your professional advisor or, Pivot's proxy solicitation agent and shareholder communications advisor (details below):

Laurel Hill Advisory Group North American toll free: 1-877-452-7184 Outside North America: 416-304-0211 Email: [email protected]

In addition, Pivot Shareholders who would like additional copies of this Information Circular, without charge, or have additional questions about the procedures for voting Pivot Shares, should contact Laurel Hill Advisory Group (details above).

Q&A on Proxy Voting

Q: Who is entitled to vote on the Arrangement Resolution?

A: The Record Date for determining Pivot Shareholders entitled to receive notice of and to vote at the Meeting is September 22, 2020. Only Pivot Shareholders of record as of the close of business on the Record Date are entitled to receive notice of and to vote at the Meeting. Each Pivot Shareholder is entitled to one vote in respect of each Pivot Share held.

Q: What do I need to do now in order to vote on the Arrangement Resolution?

A: You should carefully read and consider the information contained in this Information Circular. Registered Pivot Shareholders should then vote by completing, dating and signing the enclosed form of proxy or, alternatively, by telephone, or over the internet, in each case in accordance with the enclosed instructions.

To vote by telephone, Registered Pivot Shareholders in Canada or the United States should call Computershare Investor Services Inc. at 1-866-732-8683. Pivot Shareholders will need to enter the control number provided on the form of proxy to identify themselves as shareholders on the telephone voting system.

To vote over the Internet, Pivot Shareholders should go to www.investorvote.com. When instructed to enter your Control Number, refer to your voting instruction form or your form of proxy. Votes conveyed by the Internet must be received no later than the cut-off time given on the voting instruction form or the form of proxy.

To be effective, a proxy must be received by Computershare not later than 5:00 p.m. (Toronto time) on October 21, 2020, or 5:00 p.m. (Toronto time) on the last business day preceding any postponement or adjournment of the Meeting, Saturdays, Sundays and holidays excepted.

If you hold your Pivot Shares through an Intermediary, please follow the instructions provided by such Intermediary to ensure that your vote is counted at the Meeting and contact your Intermediary for instructions and assistance in delivering Pivot Share Certificate(s) (if applicable) representing those shares.

See "General Information Concerning the Meeting and Voting – Voting by Proxies".

Q: Should I send in my proxy now?

A: Yes. Once you have carefully read and considered the information contained in this Information Circular, to ensure your vote is counted, you need to complete and submit the enclosed form of proxy or, if applicable, provide your Intermediary with voting instructions. You are encouraged to vote well in advance of the proxy cut-off at 5:00 p.m. (Toronto time) on October 21, 2020 or 5:00 p.m. (Toronto time) on the last business day preceding any postponement or adjournment of the Meeting, Saturdays, Sundays and holidays excepted.

Q: What happens if I sign the form of proxy sent to me?

A: Signing and depositing the enclosed form of proxy gives authority to the person(s) designated by management of Pivot on such form to vote your Pivot Shares at the Meeting. If the instructions in a proxy given to Pivot's management are specified, Pivot Shares represented by such proxy will be voted FOR or AGAINST in accordance with your instructions on any poll that may be called for. If a choice is not specified, Pivot Shares represented by a proxy given to Pivot's management will be voted "FOR" the approval of the Arrangement Resolution as described in this Information Circular.

See "General Information Concerning the Meeting and Voting - Voting by Proxies".

Q: Can I appoint someone other than the person(s) designated by management of Pivot to vote my Pivot Shares?

A: Yes. A Pivot Shareholder has the right to appoint a person (who need not be a Pivot Shareholder) to attend and act for him, her or it and on his, her or its behalf at the Meeting other than the persons designated in the form of proxy and may exercise such right by inserting the name in full of the desired person in the blank space provided in the form of proxy and striking out the names now designated.

Please visit http://www.computershare.com/Pivot and follow the instructions to register your appointee prior to 5:00 p.m. (Toronto time) on October 21, 2020.

See "General Information Concerning the Meeting and Voting - Voting by Proxies".

Q: What if amendments are made to these matters or if other matters are brought before the Meeting?

A: The form of proxy accompanying this Information Circular confers discretionary authority upon the proxy nominee with respect to any amendments or variations to matters identified in the Notice of Meeting and any other matter that may properly come before the Meeting or any postponement or adjournment thereof. As at the date of this Information Circular, Pivot's management is not aware of any such amendments or variations, or of other matters to be presented for action at the Meeting. However, if any amendments to matters identified in the accompanying Notice of Meeting or any other matters which are not now known to management should properly come before the Meeting or any postponement or adjournment thereof, Pivot Shares represented by properly executed proxies given in favour of the person(s) designated by management of Pivot in the enclosed form of proxy will be voted on such matters pursuant to such discretionary authority.

See "General Information Concerning the Meeting and Voting - Voting by Proxies".

Q: Can I change my vote after I have voted by proxy?

A: Yes. In addition to revocation in any other manner permitted by law, a Registered Pivot Shareholder executing the enclosed form of proxy has the power to revoke it by depositing an instrument in writing executed by the Registered Pivot Shareholder, or his or her legal representative authorized in writing or, where the Registered Pivot Shareholder is a corporation, by the corporation or a representative of the corporation. To be valid, an instrument of revocation must be received by Computershare at 100 University Avenue, 8th Floor, Toronto, ON, M5J 2Y1, at any time up to and including the last Business Day preceding the day of the Meeting, or in the case of any postponement or adjournment of the Meeting, the last Business Day preceding the day of the postponed or adjourned Meeting, or delivered to the Chair of the Meeting on the day fixed for the Meeting, and prior to the start of the Meeting or any postponement or adjournment thereof.

Your proxy may be revoked by following the above procedures, however, to be counted the revised vote if any must be received by the proxy cut off of October 21, 2020 at 5:00 p.m. (Toronto time). A revocation of a proxy does not affect any matter on which a vote has been taken prior to any such revocation.

Only Registered Pivot Shareholders have the right to revoke a proxy. Beneficial Pivot Shareholders who wish to change their vote must in sufficient time in advance of the Meeting, arrange for their respective Intermediaries to change their vote and if necessary revoke their proxy in accordance with the revocation procedures.

See "General Information Concerning the Meeting and Voting - Revocability of Proxies".

Q: Who will count the votes?

A: Pivot's transfer agent, Computershare, will count and tabulate the votes received for the Meeting.

Q: If my Pivot Shares are held by my Intermediary, will they vote my Pivot Shares?

A: An Intermediary will vote Pivot Shares held by you only if you provide instructions to them on how to vote. Without instructions, those Pivot Shares will not be voted. Pivot Shareholders should instruct their Intermediaries to vote their Pivot Shares on their behalf by following the directions provided to them by their Intermediaries.

See "General Information Concerning the Meeting and Voting - Voting of Pivot Shares Owned by Beneficial Pivot Shareholders".

Q: What happens to my Pivot Shares that are not surrendered prior to the sixth (6th) anniversary of the Effective Date?

A: Pivot Share Certificates formerly representing Pivot Shares not duly surrendered on or before the sixth (6th) anniversary of the Effective Date will cease to represent a claim by or interest of any Former Pivot Shareholder of any kind or nature against or in Parent, Purchaser or Pivot. Any right or claim the Former Pivot Shareholder has to the Consideration that remains outstanding on the sixth anniversary of the Effective Date will cease to represent a right or claim of any kind or nature and the right to receive the Consideration for any Pivot Shares, Pivot Options or Pivot RSUs pursuant to the Arrangement will terminate and be deemed to be surrendered and forfeited to Purchaser (or Pivot, as applicable) for no consideration.

Q: What are the United States federal income tax consequences of the Arrangement?

A: Subject to the qualifications set forth in this Information Circular, a U.S. Holder whose Pivot Shares are sold to Purchaser for the Consideration pursuant to the Arrangement will be considered to have disposed of those Pivot Shares for proceeds of disposition equal to the aggregate fair market value of the Consideration. As a result, a U.S. Holder will generally recognize a capital gain (or capital loss) to the extent that such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost basis of the U.S. Holder's Pivot Shares immediately before the disposition.

For additional information and a general discussion of such tax considerations, see "Certain United States Federal Income Tax Considerations".

TAX MATTERS ARE COMPLICATED AND THE TAX CONSEQUENCES OF THE ARRANGEMENT TO YOU WILL DEPEND ON THE FACTS OF YOUR PARTICULAR CIRCUMSTANCES. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, YOU SHOULD CONSULT WITH YOUR TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE ARRANGEMENT TO YOU.

GENERAL INFORMATION CONCERNING THE MEETING AND VOTING

Time, Date and Place

The Meeting will be held on October 23, 2020 at 10:00 a.m. (Toronto time) as a virtual meeting at https://web.lumiagm.com/227934840 using the password "pivot2020" (case specific).

The information contained herein is given as of September 22, 2020, except where otherwise noted.

Record Date

The record date for determining Pivot Shareholders entitled to receive notice of and to vote at the Meeting is September 22, 2020. Only Pivot Shareholders of record as of the close of business (Toronto time) on the Record Date are entitled to receive notice of and to vote at the Meeting.

Meeting Materials

These security holder materials are being sent to both Registered Pivot Shareholders and Beneficial Pivot Shareholders.

Pivot has arranged for intermediaries to forward the meeting materials to Beneficial Pivot Shareholders held of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

Solicitation of Proxies

This Information Circular is furnished in connection with the solicitation of proxies by the management of Pivot for use at the Meeting and any postponement or adjournment thereof for the purposes set forth in the accompanying Notice of Meeting. It is expected that the solicitation of proxies will be made primarily by mail, but proxies may also be solicited personally, by advertisement or by telephone by directors, officers or employees of Pivot to whom no additional compensation will be paid. The cost of solicitation will be borne by Pivot, except as set forth below. Pivot and the Purchaser have retained the services of Laurel Hill Advisory Group to act as proxy solicitation agent and shareholder communications advisor for a fee of \$32,500 plus reasonable additional out-of-pocket expenses. All costs of solicitation by Laurel Hill Advisory Group will be borne by Purchaser.

If you have any questions regarding the information contained in this Information Circular or if you require assistance with voting, please contact Pivot's proxy solicitation agent and shareholder communications advisor, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 (toll-free in North America) or 416- 304-0211 (outside North America) or by email at [email protected].

How to Attend the Meeting

Registered Pivot Shareholders and duly appointed proxyholders can access the Meeting by going to https://web.lumiagm.com/227934840, clicking "I have a login", entering a Control Number or Username and Password "pivot2020" (case specific), and accepting the terms and conditions before the start of the Meeting. The website will open 15 minutes prior to October 23, 2020 at 10:00 a.m. (Toronto time).

Computershare will provide duly appointed proxyholders of Registered Pivot Shareholders with a Username after the proxy submission deadline has passed. Beneficial Pivot Shareholders who appoint themselves or a third party will receive a Username from Computershare if the Beneficial Pivot Shareholder has validly appointed themselves or a third party by proxy or voting instruction form and registered the appointee's details at http://www.computershare.com/Pivot to participate in the Meeting. Beneficial Pivot Shareholders who have not appointed themselves may attend the Meeting by clicking "I am a guest" and completing the online form.

Voting at the meeting will only be available for Registered Pivot Shareholders and duly appointed proxyholders.

Voting by Proxies

The form of proxy accompanying this Information Circular confers discretionary authority upon the proxy nominee with respect to any amendments or variations to matters identified in the Notice of Meeting and any other matters that may properly come before the Meeting or any postponement or adjournment thereof. As at the date of this Information Circular, Pivot's management is not aware of any such amendments or variations, or of other matters to be presented for action at the Meeting. However, if any amendments to matters identified in the accompanying Notice of Meeting or any other matters which are not now known to management should properly come before the Meeting or any postponement or adjournment thereof, Pivot Shares represented by properly executed proxies given in favour of the person(s) designated by management of Pivot in the enclosed form of proxy will be voted on such matters pursuant to such discretionary authority.

If the instructions in a proxy given to Pivot's management are specified, Pivot Shares represented by such proxy will be voted FOR or AGAINST in accordance with your instructions on any poll that may be called for. If a choice is not specified, Pivot Shares represented by a proxy given to Pivot's management will be voted FOR the approval of the Arrangement Resolution as described in this Information Circular. A Pivot Shareholder has the right to appoint a person (who need not be a Pivot Shareholder) to attend and act for him, her or it and on his, her or its behalf at the Meeting other than the persons designated in the form of proxy and may exercise such right by inserting the name in full of the desired person in the blank space provided in the form of proxy and striking out the names now designated. Additionally, Pivot Shareholders are required to register such named proxyholders with Computershare at http://www.computershare.com/Pivot, prior to 5:00 p.m. (Toronto time) on October 21, 2020.

Pivot Shareholders are invited to virtually attend the Meeting. Registered Pivot Shareholders who are unable to virtually attend the Meeting or any postponement or adjournment thereof in person are requested to complete, date, sign and return the enclosed form of proxy or, alternatively, to vote by telephone, or over the internet, in each case in accordance with the enclosed instructions.

To vote by telephone, Registered Pivot Shareholders in Canada or the United States should call Computershare at 1-866-732-8683. Registered Pivot Shareholders will need to enter the control number provided on the form of proxy to identify themselves as shareholders on the telephone voting system.

Pivot Shareholders may convey their voting instructions through the Internet. The full website address is provided on the voting instruction form and form of proxy. Follow the instructions provided on the website to cast your vote. When instructed to enter your Web Voting ID Number, Control Number, Holder Account Number or Proxy Access Number, refer to your voting instruction form or your form of proxy. Votes conveyed by the Internet must be received no later than the cut-off time given on the voting instruction form or the form of proxy.

To be used at the Meeting, the completed proxy form must be deposited at the office of Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 by mail or the proxy vote must be otherwise registered in accordance with the instructions thereon. Beneficial Pivot Shareholders who receive these materials through their Intermediary should complete and send the form of proxy or voting instruction form in accordance with the instructions provided by their Intermediary. To be effective, a proxy must be received by Computershare not later than 5:00 p.m. (Toronto time) on October 21, 2020, or 5:00 p.m. (Toronto time) on the last business day preceding any postponement or adjournment of the Meeting, Saturdays, Sundays and holidays excepted.

Revocability of Proxies

In addition to revocation in any other manner permitted by Law, a Registered Pivot Shareholder executing the enclosed form of proxy has the power to revoke it by depositing an instrument in writing executed by such Registered Pivot Shareholder or his or her legal representative authorized in writing or, where such Registered Pivot Shareholder is a corporation, by the corporation or a representative of the corporation. To be valid, an instrument of revocation must be deposited either to Computershare at 100 University Avenue, 8th Floor, Toronto, ON, M5J 2Y1 at any time up to and including the last Business Day preceding the day of the Meeting, or in the case of any postponement or adjournment of the Meeting, the last Business Day preceding the day of the postponed or adjourned Meeting, or delivered to the Chair of the Meeting on the day fixed for the Meeting, and prior to the start of the Meeting or any postponement or adjournment thereof. A Registered Pivot Shareholder may also revoke a proxy in any other manner permitted by Law. Only Registered Pivot Shareholders have the right to revoke a proxy. Beneficial Pivot Shareholders who wish to change their vote must in sufficient time in advance of the Meeting, arrange for their respective Intermediaries to change their vote and if necessary revoke their proxy in accordance with the revocation procedures.

Voting of Pivot Shares Owned by Beneficial Pivot Shareholders

Many shareholders are "Beneficial Pivot Shareholders" because Pivot Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. If you are a Beneficial Pivot Shareholder, you should read the information under the heading "Information for Beneficial Pivot Shareholders" for information on how to vote your Pivot Shares at the Meeting.

There are two kinds of Beneficial Pivot Shareholders - those who object to their name being made known to the issuers of securities which they own (called OBOs for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called NOBOs for Non-Objecting Beneficial Owners).

Intermediaries are required to forward the meeting materials to Beneficial Pivot Shareholders unless in the case of certain proxy-related materials the Beneficial Pivot Shareholder has waived the right to receive them. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically mails a scannable voting instruction form to Beneficial Pivot Shareholders instead of the form of proxy. The Beneficial Pivot Shareholder is asked to complete the voting instruction form and return it to Broadridge in accordance with Broadridge's instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Pivot Shares to be represented at the applicable meeting.

Should a Beneficial Pivot Shareholder wish to attend and vote at the Meeting or have another person attend and vote in person on your behalf, Beneficial Pivot Shareholders should enter their own names or the names of their desired proxyholder in the blank space on the form of proxy or voting instruction form provided to them and return the same to their Intermediary in accordance with the instructions provided by Intermediary well in advance of the Meeting. Additionally, Beneficial Pivot Shareholders are required to register such named proxyholders with Computershare at http://www.computershare.com/Pivot, prior to 5:00 p.m. (Toronto time) on October 21, 2020. Computershare will provide Beneficial Pivot Shareholders or the appointed proxyholder with a Username, after the proxy submission deadline has passed, if the Beneficial Pivot Shareholder has validly appointed themselves or a third party by proxy or voting instruction form and registered the appointee's details at http://www.computershare.com/Pivot. Beneficial Pivot Shareholders who appoint themselves or a third party will receive a Username from Computershare to participate in the Meeting. Beneficial Pivot Shareholders who have not appointed themselves may attend the Meeting by clicking "I am a guest" and completing the online form.

Quorum

A quorum will be present at the Meeting if there are, in person (including by electronic means) or by proxy, two persons present who are entitled to vote not less than 5% of the shares entitled to vote at the Meeting.

Principal Holders of Pivot Shares

The voting securities of Pivot consist of common shares. Pivot is authorized to issue an unlimited number of common shares and an unlimited number of preferred shares issuable in series. As at the close of business on the Record Date, 38,214,783 common shares were issued and outstanding, each such share carrying the right to one vote at the Meeting. The common shares are listed on the TSX under the trading symbol "PTG".

The Pivot Board has fixed the close of business on September 22, 2020, as the Record Date for the purpose of determining Pivot Shareholders entitled to receive notice of and to vote at the Meeting. The failure of any Pivot Shareholder who was a Pivot Shareholder on the Record Date to receive notice of the Meeting does not deprive the Pivot Shareholder of the right to vote at the Meeting. At the Meeting, each Pivot Shareholder of record at the close of business on the Record Date will be entitled to one vote for each Pivot Share held on all matters proposed to come before the Meeting.

To the knowledge of Pivot, no person or company beneficially owns, or controls or directs, directly or indirectly, 10% or more of any class of voting securities of Pivot.

Particulars of Matters to be Acted Upon at the Meeting

The Arrangement Resolution

At the Meeting, Pivot Shareholders will be asked to consider and, if deemed advisable, to pass the Arrangement Resolution set forth in Appendix "A" to this Information Circular to approve the Arrangement and such other business as may properly come before the Meeting. At the time of the printing of this Information Circular, management of Pivot knows of no other matter expected to come before the Meeting other than the vote on the Arrangement Resolution.

To become effective, the Arrangement must be approved at the Meeting by (i) at least two-thirds (662/3%) of the votes cast by Pivot Shareholders on the resolution approving the Arrangement, present in person or by proxy and entitled to vote at the Meeting and (ii) a simple majority of the votes cast at the Meeting in person or by proxy by Pivot Shareholders entitled to vote at the Meeting, excluding the votes cast in respect of Pivot Shares beneficially owned or over which control or direction is exercised by any persons whose votes must be excluded in accordance with MI 61-101. To the knowledge of Pivot, after reasonable inquiry, the votes attached to the 207,941 Pivot Shares (representing 0.54% of the Pivot Shares outstanding as at the Record Date) owned by a related party of Pivot will be excluded in determining whether a simple majority of the votes has been cast in favour of the Arrangement Resolution. If the Arrangement Resolution does not receive the requisite approval, the Arrangement will not proceed. Unless otherwise directed in a properly completed form of proxy, it is the intention of individuals named in the enclosed form of proxy to vote FOR the Arrangement Resolution. If you do not specify how you want your Pivot Shares voted at the Meeting, the persons named as proxyholders in the enclosed form of proxy will cast the votes represented by your proxy at the Meeting FOR the Arrangement Resolution.

The Pivot Board unanimously approved the Arrangement Agreement and the performance of the transactions contemplated therein and recommends that Pivot Shareholders vote their Pivot Shares FOR the Arrangement Resolution.

See "Dissent Rights" in this Information Circular for information concerning the rights of Pivot Shareholders to dissent in respect of the Arrangement Resolution.

INFORMATION CONCERNING PIVOT TECHNOLOGY SOLUTIONS, INC.

General

Pivot is a full service IT products and solutions provider, generating revenue through the sale of hardware technology products and services on a bundled and/or stand-alone basis to multiple groups of clients, including large enterprises, mid-market companies and governments. Pivot focuses on IT solutions that cover the entire spectrum of information technology, with a particular focus on technologies and services deployed within the Data Center, Cloud, Network and End-User environments.

Pivot has offices across North America, Europe and Asia. Pivot's business strategy emphasizes offering technology, multi-vendor sourcing, consultative design, implementation and transformative managed services solutions to support, plan and provide for the IT needs of customers. Pivot's approach supports improvement of business performance, helps organizations reduce capital and operating expenses, and accelerates the delivery of new products and services to end-customers. Pivot's solutions cross key industries such as healthcare, state and local government and education (SLED), retail, energy, manufacturing and finance. Pivot has provided customers within these key industries with IT solutions for their application infrastructure and networking needs along with providing the full lifecycle of services including professional services, integration services, deployment services, workforce services and managed services.

Trading History

Pivot Shares are currently listed for trading on the TSX under the symbol "PTG". The following chart illustrates the trading price and volume of the Pivot Shares on the TSX since September 2019. Once all of the steps to effect the Arrangement are completed, the Pivot Shares will be delisted from the TSX and Pivot will apply to cease to be a reporting issuer in Canada.

		Pivot Shares		Volume
Period	Close	High	Low	(in millions)
September 2019	\$1.33	\$1.34	\$1.29	0.89
October 2019	\$1.41	\$1.48	\$0.40	2.43
November 2019	\$1.59	\$1.62	\$0.58	1.98
December 2019	\$1.68	\$1.69	\$0.65	1.53
January 2020	\$1.78	\$1.97	\$1.66	3.01

February 2020	\$1.69	\$1.91	\$1.38	2.52
March 2020	\$1.18	\$1.74	\$0.78	2.76
April 2020	\$1.42	\$1.52	\$1.10	1.75
May 2020	\$1.76	\$1.89	\$1.36	1.94
June 2020	\$1.75	\$1.82	\$1.51	1.30
July 2020	\$1.78	\$1.90	\$1.73	1.22
August 2020	\$1.96	\$1.98	\$1.78	1.31
September 2020(1)	\$2.57	\$2.59	\$1.80	9.05

Note:

(1) The trading price and volume of the Pivot Shares shown for September 2020 is for the period from September 1, 2020 to September 22, 2020.

Dividend Policy

On March 2, 2015, the Pivot Board approved the initiation of an annual dividend to be paid quarterly. Annual dividends in the amount of \$0.16 per Pivot Share were declared and paid in each of 2017, 2018, 2019 (in quarterly amounts of \$0.04 per Pivot Share). Quarterly dividends of \$0.04 per Pivot Share were paid in each of March, June and September 2020. Pivot does not propose to declare any dividends prior to the anticipated date of completion of the Arrangement. Under the terms of the Arrangement Agreement, Pivot has agreed not to declare dividends without the consent of the Purchaser.

Previous Purchases and Sales

The only securities of Pivot sold by Pivot during the 12 months preceding the date of this Information Circular were Pivot Shares issued pursuant to the exercise of Pivot Options and redemption of Pivot RSUs. During such period an aggregate of 122,083 Pivot Shares were issued upon exercise of Pivot Options at an average exercise price of \$1.60 and an aggregate of 6,667 Pivot Shares were issued upon redemption of Pivot RSUs at an average issue price of \$1.54.

The only securities of Pivot purchased by Pivot during the 12-month period preceding the date of this Information Circular were Pivot Shares purchased for cancellation under its normal course issuer bid ("NCIB"), as described in the table below.

Security	Number of Securities Purchased/Sold	Purchase/Exercise Price	Date of Transaction
Pivot Shares(1)	1,558,685	\$0.936 - \$1.907	November 25, 2019 – May 20, 2020

Note:

(1) Under its NCIB, Pivot purchased for cancellation 1,321,375 Pivot Shares at an aggregate cost of \$2.1 million from January 1 to May 20, 2020 at prices per Pivot Share ranging from \$0.936 - \$1.907, and 237,310 Pivot Shares at an aggregate cost of \$0.4 million during the period of September 1 to December 31, 2019 at prices per Pivot Share ranging from \$1.620 to \$1.685, totalling 1,558,685 Pivot Shares at a aggregate cost of \$2.5 million. No purchases were made under the NCIB after May 20, 2020. The NCIB expired on June 23, 2020.

Previous Distributions

The only distributions of Pivot Shares during the five years preceding the date of this Information Circular were pursuant to the exercise of Pivot Options and redemption of Pivot RSUs. During such period an aggregate of 563,752 Pivot Shares were issued upon exercise of Pivot Options at an average exercise price of \$1.63 for gross proceeds of \$0.9 million to Pivot and an aggregate of 344,077 Pivot Shares were issued upon redemption of Pivot RSUs at an average issue price of \$1.68 for no cash proceeds to Pivot. Further information with respect to the average exercise price and number of Pivot Shares issued upon exercise of Pivot Options and average issue price and number of Pivot Shares issued upon redemption of Pivot RSUs are set out in the notes to Pivot's financial statements for the years ended December 31, 2015, 2016, 2017, 2018 and 2019, and the financial statements for the six months ended June 30, 2020. No Pivot Shares have been issued since June 30, 2020.

Material Changes in the Affairs of Pivot

Except as described or referred to in this Information Circular, the directors and officers of Pivot are not aware of any material facts concerning the securities of Pivot or of any matter not disclosed in this Information Circular that has not previously been generally disclosed and that would reasonably be expected to affect the decision of the Pivot Shareholders to vote for or against the Arrangement Resolution.

INFORMATION CONCERNING THE PURCHASER AND COMPUTACENTER PLC

The Purchaser is a corporation existing under the laws of the Province of British Columbia with its registered office in Vancouver, British Columbia. The Purchaser is a corporation that was formed for the purpose of acquiring the Pivot Shares and consummating the transactions contemplated by the Arrangement Agreement.

Computacenter is a leading independent provider of IT infrastructure services, enabling users and their businesses in a digital world. Computacenter advises organizations on IT strategy, implements the most appropriate technology, optimizes their performance, and manages their customers' infrastructures. Computacenter helps CIOs and IT departments in enterprise and corporate organizations maximize productivity and the business value of IT for internal and external users.

Computacenter provides user support, the best devices and secure provision of applications and data to support individual working styles and improve collaboration. Computacenter assists with consulting as well as the implementation and operation of networks and datacenter infrastructures on or off customers' premises and in the cloud. Rooted in core European countries, Computacenter combines global reach with local expertise. Computacenter operates infrastructure operations centers and group service desks across Europe, South Africa and Asia from which its employees provide user support in 18 languages. Computacenter is a public company quoted on the London FTSE 250 (CCC.L) and employs over 15,000 people worldwide.

THE ARRANGEMENT

Background to the Arrangement

The provisions of the Arrangement are the result of arm's length negotiations conducted between Pivot and Parent and their respective representatives and advisors. The following is a summary of the material meetings, negotiations, discussions and actions between the Parties that preceded the execution of the Arrangement Agreement.

From time to time, Pivot has received and considered unsolicited non-binding indications of interest from interested parties, generally verbal but at times in writing, each proposing to enter into discussions regarding the potential acquisition of Pivot. Some of these unsolicited non-binding indications of interest were considered to merit further discussions with certain interested parties. More particularly, within the past 12 months, in addition to the proposal by Computacenter which resulted in the proposed Arrangement, Pivot received three unsolicited indications of interest. Two of the proposals resulted in the execution of a non

disclosure agreement and the sharing of limited due diligence information. None of the proposals were determined to warrant further consideration by Pivot, other than the proposal from Computacenter described below.

Computacenter and Pivot held informal business discussions in early 2020. These discussions ended with the uncertainty resulting from the COVID-19 pandemic. In mid June 2020, Computacenter reached out to Pivot to gauge Pivot's interest in engaging in discussions focused on strategic alternatives. Computacenter's approach was unsolicited and Pivot advised Computacenter that it would revert once the Pivot Board had an opportunity to provide direction to management. On June 24, 2020, the Pivot Board resolved to form the Pivot Special Committee to consider, investigate, analyze, review, negotiate (when considered necessary) and provide advice and recommendations to the Pivot Board in respect of the proposal or any other potential strategic alternative transactions considered to be in the best interests of Pivot, taking into consideration the reasonable expectations of the stakeholders of Pivot, including but without limitation, to consider any one, some or all of the following: (a) soliciting interests, proposals and offers from potential partners or purchasers with the view to the sale of all or all substantially all or any portion of the assets of Pivot, or the takeover, merger, amalgamation, business combination or other form of a strategic alliance or combination of assets or business; (b) pursuit of organic growth; (c) potential acquisitions to achieve strategic growth; (d) a recapitalization or reorganization; (e) a secondary offering; (f) seeking creditor protection; (g) other strategic going private transactions; and (h) such other strategic alternatives for Pivot. The Pivot Special Committee was comprised of Wade Dawe (Chairman), M. Lazane Smith and Steve DiGregorio, each of whom is considered to be an independent director. The members of the Pivot Special Committee were selected on account of their skill set and significant capital markets and transaction experience. The Pivot Special Committee indicated to the Chief Executive Officer of Pivot, Kevin Shank, that it would consider a proposal from Computacenter. Mr. Shank conveyed this message to Computacenter.

Proposal by Parent

On June 29, 2020, Computacenter communicated with the Chairman of the Pivot Special Committee regarding a possible acquisition of Pivot by Computacenter (the "Proposed Transaction"). Pivot and Computacenter discussed an indicative share price of \$2.60 per share. The Parties had previously, on an informal basis, discussed an indicative share price of approximately \$2.30 per share, which Pivot had indicated was not satisfactory. The Pivot Special Committee met eight times between June 24, 2020 and September 8, 2020, to, among other things, evaluate and consider, with input from its financial and legal advisors, whether to (i) negotiate a transaction with Computacenter, or (ii) conduct a sale process to surface potential strategic alternatives available to Pivot, which would include contacting certain other interested parties that have, from time to time, expressed an interest in the potential acquisition of Pivot.

On July 3, 2020, Pivot provided Computacenter a response letter whereby Pivot would agree to enter into exclusive negotiations for a period of 60 days and provide Computacenter with due diligence materials including access to a virtual data room, subject to the execution of a confidentiality and standstill agreement between Pivot and Computacenter. The price of \$2.60 per share was communicated to Computacenter, and Pivot indicated that deal protection measures, including the quantum of any break fee payable under certain circumstances to Computacenter, would need to be negotiated in the context of a formal proposal.

On July 13, 2020, Pivot entered into a mutual confidentiality agreement with Computacenter (the "Confidentiality Agreement"). The Confidentiality Agreement provided for a 60 day exclusivity period starting from July 29, 2020, which was the date Computacenter received access to Pivot's virtual data room and included a six month standstill covenant of Computacenter.

On July 31, 2020, the Pivot Special Committee engaged Raymond James to provide an opinion as to whether the consideration to be received by Pivot Shareholders pursuant to the Proposed Transaction is fair, from a financial point of view, to Pivot Shareholders.

Between July 18, 2020 to September 6, 2020, Computacenter conducted extensive due diligence on Pivot and the Parties negotiated the terms of the Arrangement Agreement, the form of Support and Voting Agreement and other documentation. During this time, the Pivot Board was kept apprised of the progress of the negotiations with Computacenter on a regular basis.

On September 8, 2020, the Pivot Board received the oral opinion of Raymond James (subsequently confirmed in the Fairness Opinion) to the effect that and based upon and subject to the assumptions, qualifications, limitations and other matters contained in the Fairness Opinion, the Consideration to be received by the Pivot Shareholders pursuant to the Arrangement was fair, from a financial point of view, to such Pivot Shareholders. After receiving the oral fairness opinion from Raymond James, the Pivot Board then considered and discussed the details of the Proposed Transaction and finalized its unanimous recommendation. The Pivot Board unanimously resolved to approve the Arrangement Agreement.

The Arrangement Agreement and related agreements were signed on September 8, 2020. Pivot issued a news release announcing the execution of the transaction documents before the markets opened on September 9, 2020.

Recommendation of the Pivot Board

After careful consideration, including a thorough review of information concerning Pivot, Parent, the Purchaser, and the terms of the Arrangement Agreement, and after consulting with its financial and legal advisors and receiving the unanimous recommendation of the Pivot Special Committee and the Fairness Opinion of Raymond James delivered to the Pivot Board (subsequently confirmed in writing and attached hereto as Appendix "D"), the Pivot Board unanimously determined that the Arrangement is in the best interests of Pivot and that the Consideration to be received by Pivot Shareholders pursuant to the Arrangement is fair to Pivot Shareholders. The Pivot Board unanimously approved the Arrangement Agreement and the performance of the transactions contemplated therein and recommends that Pivot Shareholders vote their Pivot Shares "FOR" the Arrangement Resolution.

Reasons for the Recommendations of the Pivot Board

In making its recommendation, the Pivot Board consulted with Pivot's management and its legal and financial advisors. It also reviewed a significant amount of financial information relating to Parent and Pivot and considered a number of factors, including those listed below. The following disclosure includes forward-looking information and readers are cautioned that actual results may vary from those described herein.

In making its determinations and recommendations, the Pivot Board considered and relied upon a number of substantive factors, including, among others:

x Premium to Share Price. The Consideration represents a 40.5% premium to Pivot's closing share price of \$1.85 on September 8, 2020, the last trading day before announcement of the Arrangement and a 36.0% premium to Pivot's 20-day volume weighted average share price of \$1.91 to September 8, 2020.

x Proposal from a financially stable party. Computacenter is a leading independent technology company and is quoted on the London FTSE 250. The Consideration will be funded from Computacenter's existing cash resources.
x Certain Value and Immediate Liquidity. The Arrangement provides Pivot Shareholders with cash consideration for all Pivot Shares held, which allows Pivot Shareholders to immediately realize value for their investment in Pivot Shares and provides certainty of value and immediate liquidity at a significant premium to the closing price per Pivot Share on September 8, 2020, as described above.
x Arm's Length Negotiations. The Arrangement is the result of robust, arm's-length negotiations among Pivot, Parent and their respective advisors.
x Committed Shareholder Support. Pivot Supporting Shareholders, who together hold approximately 2,940,333 Pivot Shares or approximately 7.69% of the outstanding Pivot Shares, have entered into Support and Voting Agreements with Parent pursuant to which they have, subject to the terms and conditions of such agreements, agreed to vote all of their Pivot Shares in favour of the Arrangement Resolution and against any competing proposal. See "The Arrangement – Support and Voting Agreements".
x Limited Number of Conditions. Purchaser's obligation to complete the Arrangement is subject to a limited number of conditions that the Pivot Board believes are reasonable in the circumstances. The Arrangement is not subject to any financing condition or conditional upon Purchaser completing further due diligence or obtaining any regulatory approval.
x No Financing Condition. Parent and the Purchaser have represented that, at the Effective Date, the Purchaser will have sufficient funds available to satisfy the aggregate Consideration for the Pivot Shares and any other amounts payable to the Pivot Shareholders by the Purchaser in connection with the Arrangement in accordance with the terms of the Arrangement Agreement.
x Fairness Opinion. The Pivot Board received the Fairness Opinion from Raymond James to the effect that, as at September 8, 2020, and subject to the assumptions, limitations and qualifications set out therein, the Consideration to be received by Pivot Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Pivot Shareholders. See "The Arrangement – Fairness Opinion".
x Review of Strategic Alternatives. Prior to entering into the Arrangement, the Pivot Board regularly evaluated business and strategic opportunities with the objective of maximizing shareholder value. The Pivot Special Committee assessed the advantages, disadvantages and risks associated with alternatives reasonably available to Pivot, including its current business plan, and determined that the Arrangement represents the best current prospect for maximizing value to Pivot Shareholders. The Arrangement was unanimously approved by the Pivot Board.
x Other Factors. The Pivot Board also considered the Arrangement with reference to the financial condition and results of operations of Pivot, as well as its prospects, strategic alternatives and competitive position, including the risks involved in achieving those prospects and following those alternatives in light of current market conditions and Pivot's financial position.

In making its determinations and recommendations, the Pivot Board also observed that a number of procedural safeguards were in place and are present to permit the Pivot Board to represent the interests of Pivot, Pivot Shareholders and Pivot's other stakeholders. These procedural safeguards include, among others:

x Role of Pivot Special Committee. The evaluation and negotiation process was overseen by the Pivot Special Committee, comprised entirely of independent members of the Pivot Board, who have no material financial interest in the Arrangement that is different from that of Pivot Shareholders. The Pivot Special Committee met regularly with Pivot's advisors and management.
x Ability to Respond to Superior Proposals. Notwithstanding the limitations contained in the Arrangement Agreement on Pivot's ability to solicit interest from third parties, the Arrangement Agreement allows the Pivot Board, in certain circumstances until Pivot Shareholder approval is obtained, to consider, accept and enter into a definitive agreement with respect to a Superior Proposal, or withdraw, modify or amend the Pivot Board's recommendation that Pivot Shareholders vote to approve the Arrangement Resolution. In the view of the Pivot Board, the Company Termination Amount payable to the Purchaser in connection with a termination of the Arrangement Agreement is reasonable in the circumstances and would not preclude a third party from potentially making a Superior Proposal.
x Reasonable Termination Payment. The amount of the Company Termination Amount, being \$2 million, is reasonable in the circumstances and should not be a significant impediment to another party making an Acquisition Proposal to Pivot.
x Shareholder and Court Approvals. The Arrangement is subject to the following securityholder and Court approvals, which protect Pivot Shareholders:
o to be effective, the Arrangement Resolution must be approved, with or without variation, at the Meeting by the affirmative vote of (i) at least two-thirds (662/3%) of the votes cast by Pivot Shareholders on the Arrangement Resolution, present in person or by proxy and entitled to vote at the Meeting and (ii) a simple majority of the votes cast at the Meeting in person or by proxy by Pivot Shareholders entitled to vote at the Meeting, excluding the votes cast in respect of Pivot Shares beneficially owned or over which control or direction is exercised by any persons whose votes must be excluded in accordance with MI 61-101. To the knowledge of Pivot, after reasonable inquiry, the votes attached to the 207,941 Pivot Shares (representing 0.54% of the Pivot Shares outstanding as at the Record Date) owned by a related party of Pivot will be excluded in determining whether a simple majority of the votes has been cast in favour of the Arrangement Resolution; and
o the Arrangement must be approved by the Court, which will consider, among other things, the substantive and procedural fairness and the reasonableness of the Arrangement to Pivot Shareholders.
x Dissent Rights. Pivot Shareholders are provided with the right to exercise Dissent Rights with respect to the Arrangement.

The Pivot Special Committee also considered the risks relating to the Arrangement including those matters described under the heading "Risk Factors".

The foregoing summary of the information and factors considered by the Pivot Special Committee and the Pivot Board is not intended to be exhaustive, but includes the material information and factors considered by the Pivot Special Committee and the Pivot Board in its consideration of the Arrangement. In view of the variety of factors and the amount of information considered in connection with the Pivot Board's evaluation of the Arrangement, the Pivot Board did not find it practicable to and did not quantify or otherwise attempt to assign any relative weight to each of the specific factors considered in reaching its conclusions and recommendations. The recommendations of the Pivot Board were made after consideration of all of the above-noted and other factors and in light of the Pivot Board's knowledge of the business, financial condition and prospects of Pivot and were based upon the advice of the financial and legal advisors to Pivot and the Pivot Board. In addition, individual members of the Pivot Board may have assigned different weights to different factors in reaching their own conclusion as to the fairness of the Arrangement.

The Pivot Board unanimously recommends that Pivot Shareholders vote FOR the Arrangement Resolution.

Fairness Opinion

The following is only a summary of the Fairness Opinion. The Fairness Opinion has been prepared as of September 8, 2020, for the use of the Pivot Special Committee and Pivot Board and for inclusion in this Information Circular. The Fairness Opinion was permitted to be, and was, relied upon by the Pivot Special Committee in reaching its conclusion to recommend to the Pivot Board the approval of the Arrangement and by the Pivot Board in reaching its conclusion to recommend the Arrangement Resolution to Pivot Shareholders. The following summary is qualified in its entirety by the full text of the Fairness Opinion. A copy of the Fairness Opinion is attached hereto as Appendix "D" and forms part of this Information Circular. Pivot Shareholders are urged to read the full text of the Fairness Opinion and should consider the same in its entirety. The Fairness Opinion does not constitute a recommendation to any Pivot Shareholder as to how such Pivot Shareholder should vote in respect of the Arrangement Resolution.

On September 8, 2020, Raymond James delivered to the Pivot Special Committee and Pivot Board its oral opinion, later confirmed in writing, that, as of such date, and subject to the assumptions, limitations and qualifications to be set out in the Fairness Opinion, the Consideration to be paid by Purchaser to Pivot Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Pivot Shareholders. On September 3, 2020 Raymond James had communicated orally at a meeting of the Special Committee its preliminary views as to fairness with respect to the Consideration.

The Fairness Opinion was provided for the use of the Pivot Special Committee and the Pivot Board in its evaluation of the Arrangement and may not be used or relied upon for any other purpose. The Fairness Opinion is not to be construed as a valuation of Pivot or as a recommendation as to how any Pivot Shareholders should vote with respect to the Arrangement. The Fairness Opinion does not address the relative merits of the Arrangement as compared to other transactions or business strategies that might be available to Pivot. The Fairness Opinion may not be used by any other person or relied upon by any other person other than the Pivot Special Committee and Pivot Board, and does not confer any rights or remedies upon any employee, creditor, shareholder or other equity holder of Pivot or any other party. The Fairness Opinion was one of a number of factors taken into consideration by the Pivot Board in making their unanimous determination that the Arrangement is in the best interests of Pivot and recommending that Pivot Shareholders vote their Pivot Shares "FOR" the Arrangement Resolution.

Raymond James was formally engaged by Pivot under the terms of an agreement between Pivot and Raymond James effective July 31, 2020 to provide its views as the fairness of the Consideration. The terms of the engagement agreement provide that Raymond James will receive a fee for its services, a portion of which was a work fee and a portion of which was payable on delivery of the Fairness Opinion. Raymond James is to be reimbursed for its reasonable out-of-pocket expenses and is to be indemnified by Pivot in certain circumstances.

Once again, the Pivot Board urges Pivot Shareholders to read the Fairness Opinion in its entirety. See Appendix "D" to this Information Circular.

Description of the Arrangement

The following description of the Arrangement is qualified in its entirety by reference to the full text of the Plan of Arrangement, which is attached as Appendix "C" to this Information Circular.

If approved, the Arrangement will become effective at the Effective Time (which is expected to be at 12:01 a.m. (Toronto time) on the date shown on the Certificate of Arrangement issued by the Director) and, at the Effective Time, will be binding on the Parent, the Purchaser, Pivot, Pivot Shareholders (including Dissenting Holders), all holders and beneficial owners of Incentive Securities, the registrar and transfer agent of Pivot, the Depositary and all other persons, in each case, at and after, the Effective Time without any further act or formality required on the part of any person.

Under the Plan of Arrangement, commencing at the Effective Time, the following transactions will occur simultaneously:

(a) each Pivot Option outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Pivot Option Plan and/or the terms of any award agreements related to the Pivot Options, will be deemed to be unconditionally vested and exercisable, and each such Pivot Option will, without any further action by or on behalf of a holder of Pivot Options, be deemed to be assigned and transferred by such holder to Pivot in exchange for a cash payment from Pivot equal to the amount (if any) by which the Consideration exceeds the exercise price of such Pivot Option, subject to applicable withholdings, and each such Pivot Option will immediately be cancelled and, for greater certainty, where such amount is zero or negative, such Pivot Option will be cancelled without any consideration, and none of Pivot, Parent or the Purchaser will be obligated to pay the holder of such Pivot Option any amount in respect of such Pivot Option; and
(b) each Pivot RSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Pivot RSU Plan and/or the terms of any award agreements related to the Pivot RSUs, shall be deemed to be unconditionally vested, and shall, without any further action by or on behalf of a holder of Pivot RSUs, be deemed to be assigned and transferred by such holder to Pivot in exchange for a cash payment from Pivot equal to the amount of Consideration multiplied by the number of Pivot RSUs, subject to applicable withholdings, and each such Pivot RSU will immediately be cancelled.

Commencing five minutes after the Effective Time, the following transactions will occur simultaneously:

(a) each Pivot Share held by a Pivot Shareholder (other than a Dissenting Holder in respect of which Dissent Rights have been validly exercised) shall be transferred (free and clear of all Liens) to the Purchaser in exchange for a cash payment to the Pivot Shareholder equal to the Consideration; and
(b) all Pivot Shares held by Dissenting Holders (in respect of which Dissent Rights have been validly exercised) shall be deemed to have been transferred (free and clear of all Liens) to the Purchaser in consideration for a debt claim against the Purchaser for the amount determined under Section 5.1 of the Plan of Arrangement, and
(i) such Dissenting Holders shall cease to be the holders of such Pivot Shares and to have any rights as Pivot Shareholders other than the right to be paid the fair value for such Pivot Shares as set out in Section 5.1 of the Plan of Arrangement;
(ii) the name of each such Dissenting Holder shall be removed as Pivot Shareholder, as applicable, from the registers of Pivot Shareholders, as applicable, maintained by or on behalf of Pivot in respect of such Pivot Shares; and
(iii) the Purchaser shall be deemed to be the transferee of such Pivot Shares (free and clear of any Liens) and shall be entered in the registers of Pivot Shareholders maintained by or on behalf of Pivot.

Commencing ten minutes after the Effective Time, the stated capital account maintained by Pivot for Pivot Shares will be reduced to \$1.00 with no distribution to any shareholder of Pivot.

Commencing fifteen minutes after the Effective Time, the following transactions will occur:

(a) the Purchaser and Pivot will amalgamate pursuant to the OBCA and continue as one corporation ("Amalco") on the following terms and those prescribed elsewhere in the Arrangement Agreement and the Plan of Arrangement:
(i) all of the issued and outstanding shares of Pivot shall automatically be cancelled without any repayment of capital in respect thereof;
(ii) the by-laws of Amalco shall be the same as those of Pivot, mutatis mutandis;
(iii) no securities will be issued and no assets shall be distributed by Amalco in connection with the amalgamation;
(iv) the name of Amalco will be as specified in the Plan of Arrangement or such other name as selected by the board of directors of Amalco;
(v) the registered office of Amalco will be located at the registered office of Pivot immediately prior to the Effective Time;
(vi) Amalco will be authorized to issue an unlimited number of common shares without par value, and such common shares will have the rights, privileges, restrictions and conditions described on Schedule "A" of the Plan of Arrangement;
(vii) no share of Amalco may be transferred unless its transfer complies with the restriction on the transfer of securities described on Schedule "A" of the Plan of Arrangement;
(viii) there will be no restrictions on the business Amalco may carry on or on the powers it may exercise;
(ix) the directors of Amalco will, until otherwise changed in accordance with the OBCA, consist of a minimum number of one and a maximum number of ten;
(x) the first directors of Amalco will be as specified in the Plan of Arrangement and such persons will hold office until the first annual or general meeting of the shareholders of Amalco or until their successors are duly appointed or elected;
(xi) the Articles of Arrangement shall be deemed the articles of incorporation of Amalco and the Certificate of Arrangement will be deemed the certificate of incorporation of Amalco; and
(xii) for certainty, pursuant to Section 179 of the OBCA, as a result of the amalgamation:
a. the Purchaser and Pivot will continue as one corporation and shall cease to exist as entities separate from Amalco;
b. Amalco will possess all the property, rights, privileges and franchises and is subject to all liabilities, including civil, criminal and quasi-criminal, and all contracts, disabilities and debts of each of the Purchaser and Pivot;
c. a conviction against, or ruling, order or judgment in favour or against the Purchaser or Pivot may be enforced by or against Amalco; and
d. Amalco shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against the Purchaser or Pivot before the amalgamation has become effective.

Guarantee of the Parent

Under the Arrangement Agreement, the Parent has unconditionally guaranteed in favour of Pivot all of the obligations of Purchaser contained in the Arrangement Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to the Arrangement Agreement.

Procedure for the Arrangement to Become Effective

The Arrangement is proposed to be carried out pursuant to Section 182 of the OBCA. The following procedural steps must be taken in order for the Arrangement to become effective:

x Pivot Shareholder Approval must be obtained;
x the Court must grant the Final Order pursuant to Section 182(5) of the OBCA approving the Arrangement;
x all conditions precedent to the Arrangement further described in the Arrangement Agreement must be satisfied or waived by the appropriate Party; and
x the Final Order, the Articles of Arrangement and related documents, in the form prescribed by the OBCA, must be filed with the Director.

Completion of the Arrangement

On the Effective Date, provided that conditions set forth in Article 6 of the Arrangement Agreement have been satisfied (or, where not prohibited, waived), Pivot will file, or will cause to be filed, the Articles of Arrangement with the Director, whereupon the Director will issue the Certificate of Arrangement giving effect to the Arrangement and the Arrangement will be effective at the Effective Time on the Effective Date and will have all of the effects provided by applicable Law. The Certificate of Arrangement will be conclusive evidence that the Arrangement has become effective on, and will be binding from and after, the Effective Time.

The Plan of Arrangement will become effective at the Effective Time and, at and after the Effective Time, will be binding on the Parent, the Purchaser, Pivot, Pivot Shareholders (including Dissenting Holders), all holders and beneficial owners of Incentive Securities, the registrar and transfer agent of Pivot, the Depositary and all other persons, in each case, at and after, the Effective Time without any further act or formality required on the part of any person.

Although Pivot's objective is to have the Effective Date occur as soon as possible after the Meeting, the Effective Date could be delayed for a number of reasons, including, but not limited to, an objection before the Court at the hearing of the application for the Final Order or any delay in obtaining any required consents, approvals or clearances. Pivot or Purchaser may also determine not to complete the Arrangement without prior notice to or action on the part of Pivot Shareholders. See "The Arrangement Agreement - Termination of the Arrangement Agreement".

Support and Voting Agreements

On September 8, 2020, in connection with the Arrangement, each Pivot Supporting Shareholder entered into a Support and Voting Agreement with Parent.

The Pivot Supporting Shareholders beneficially own, or exercise control or direction over, an aggregate of 2,940,333 Pivot Shares, representing approximately 7.69% of the outstanding Pivot Shares on a non-diluted basis. In addition, the Pivot Supporting Shareholders beneficially own, or exercise control or direction over, an aggregate of 1,412,500 Pivot Options (vested and unvested) and 506,038 Pivot RSUs. The Pivot Supporting Shareholders include all of the directors and executive officers of Pivot. Under the Support and Voting Agreements, each of the Pivot Supporting Shareholders have severally agreed, subject to the terms and conditions of the Support and Voting Agreements, among other things, to vote in favour of the Arrangement Resolution, all of the Subject Securities currently legally or beneficially owned, directly or indirectly, or controlled or directed, directly or indirectly, by such Pivot Supporting Shareholder.

The following is a summary of the principal terms of the Support and Voting Agreements.

Covenants of Pivot Supporting Shareholders

Each Pivot Supporting Shareholder has irrevocably and unconditionally undertaken to, from the date of the Support and Voting Agreement until the earlier of the date of completion of the Arrangement and the date the Support and Voting Agreement is terminated in accordance with its terms:

x vote or cause to be voted all voting rights attaching to the Subject Securities in favour of the Arrangement and any other matter necessary or advisable for the consummation of the Arrangement or otherwise to promote the success thereof, at any meeting of Pivot Shareholders held to consider it or any adjournment thereof (each a "Meeting");
x vote or cause to be voted all voting rights attaching to the Subject Securities against any resolution proposed at any meeting of Pivot Shareholders (including any adjournment thereof) which is in support of any alternative or competing proposal, relative to the Arrangement, or which might

otherwise reasonably be expected to frustrate or impede the consummation of the Arrangement in accordance with the terms of the Arrangement Agreement;

x at least five days prior to the deadline for the delivery of proxies in relation to any Meeting, to deliver or cause to be delivered to Pivot (with a copy to the Parent), a duly executed proxy or proxies directing the holder of such proxy or proxies to vote in favour of the Arrangement, or other similar arrangements to the extent the Subject Securities are held through a broker or other intermediary, and not to amend or revoke such proxy or proxies;
x not exercise any rights to dissent in connection with the Arrangement;
x except in the Pivot Supporting Shareholder's capacity as director or officer to the extent permitted by the Arrangement Agreement (if applicable), not to intentionally take any action which may reasonably be expected to in any way adversely affect the success of the Arrangement;
x except in the Pivot Supporting Shareholder's capacity as director or officer to the extent permitted by the Arrangement Agreement (if applicable), not to, directly or indirectly, (i) make or participate in or take any action that may reasonably be expected to result in an Acquisition Proposal (as such term is defined in the Arrangement Agreement), or (ii) engage in any discussion, negotiation or inquiries relating thereto or accept any Acquisition Proposal; and
x not to, directly or indirectly, sell, transfer, pledge, encumber, grant any option over, assign or otherwise dispose of, or agree to sell, transfer, pledge, encumber, grant any option over or assign any of the Subject Securities or any interest therein, without the prior written consent of Parent.

Termination of Support and Voting Agreements

Each Support and Voting Agreement will terminate and be of no further force or effect upon the earliest of: (a) the mutual written agreement of the Pivot Supporting Shareholder and the Parent; (b) the termination of the Arrangement Agreement in accordance with its terms; (c) any amendment of the Arrangement Agreement to reduce the amount of or the form of the Consideration without the prior written consent of the Pivot Supporting Shareholder; (d) the Effective Time; and (e) the Outside Date. In addition, the Support and Voting Agreement signed on behalf of Canoe Premium Income Fund will terminate automatically on November 7, 2020.

Required Approvals

Court Approval

An arrangement under the OBCA requires Court approval.

Interim Order

On September 21, 2020, Pivot obtained the Interim Order providing for the calling and holding of the Meeting, the Dissent Rights and certain other procedural matters pursuant to Court proceedings commenced in respect of the Arrangement. A copy of the Interim Order is attached hereto as Appendix "E".

Final Order

Subject to the terms of the Arrangement Agreement, and the approval of the Arrangement Resolution by Pivot Shareholders at the Meeting in the manner required by the Interim Order, Pivot intends to make an application to the Court for the Final Order.

The Court hearing in respect of the Final Order is expected to take place at 9:30 a.m. (Toronto time), on October 29, 2020, or as soon thereafter as counsel for Pivot may be heard, by judicial videoconference via Zoom at Toronto, Ontario due to the COVID-19 crisis, subject to the approval of the Arrangement Resolution at the Meeting. At the hearing, the Court will consider, among other things, the fairness of the terms and conditions of the Arrangement and the rights and interests of the affected parties. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. A copy of the Notice of Application in connection with the Final Order is attached hereto as Appendix "F".

At the hearing in respect of the Final Order, any Pivot Shareholder or other interested party, including any holder of Pivot Options or Pivot RSUs, who wishes to appear or to be represented and to present evidence or arguments must serve on Pivot, Parent and Purchaser and file with the Court a notice of appearance, together with all materials on which such person intends to rely at the hearing of the application, as soon as reasonably practicable and in any event no less than two Business Days prior to the hearing as set out in the Notice of Application for the Final Order and the Interim Order and must satisfy any other requirements of the Court. Any person who wishes to participate in or be represented at the Court hearing for the Final Order should consult their legal advisors as to the necessary requirements.

Once the Final Order is granted and the conditions contained in the Arrangement Agreement are satisfied or waived to the extent legally permissible, the Articles of Arrangement will be filed with the Director under the OBCA for issuance of the Certificate of Arrangement giving effect to the Arrangement.

Pivot Shareholder Approval

In order for the Arrangement to be effected, the Arrangement Resolution must be approved at the Meeting by (i) at least two thirds (662/3%) of the votes cast by Pivot Shareholders on the Arrangement Resolution, present in person or by proxy and entitled to vote at the Meeting and (ii) a simple majority of the votes cast at the Meeting in person or by proxy by Pivot Shareholders entitled to vote at the Meeting, excluding the votes cast in respect of Pivot Shares beneficially owned or over which control or direction is exercised by any persons whose votes must be excluded in accordance with MI 61-101. To the knowledge of Pivot, after reasonable inquiry, the votes attached to the 207,941 Pivot Shares (representing 0.54% of the Pivot Shares outstanding as at the Record Date) owned by a related party of Pivot will be excluded in determining whether a simple majority of the votes has been cast in favour of the Arrangement Resolution. See the full text of the Arrangement Resolution and Plan of Arrangement attached to this Information Circular as Appendices "A" and "C", respectively.

See also "The Arrangement - Support and Voting Agreements".

Right to Dissent

Pursuant to the Interim Order, Registered Pivot Shareholders are entitled to Dissent Rights but only if they follow the procedures specified in the OBCA, as modified by Article 5 of the Plan of Arrangement, the Interim Order and the Final Order. See "Dissent Rights".

Effects of the Arrangement

The Arrangement will allow the Purchaser to acquire all of the issued and outstanding Pivot Shares in exchange for Consideration per Pivot Share. The Arrangement is to be carried out pursuant to the Plan of Arrangement. Following completion of the Arrangement, the Pivot Shares will be delisted from the TSX and Pivot will apply to cease to be a reporting issuer in Canada.

Pivot Shareholders

Pursuant to the Arrangement, each Pivot Shareholder (other than any Dissenting Holders in respect of which Dissent Rights have been validly exercised) immediately prior to the Effective Time, upon and at the time of the transfer of Pivot Shares, will be entitled to receive the Consideration in exchange for each Pivot Share held immediately prior to the Effective Time. At and following the Effective Time, any holders of Pivot Shares immediately prior to the Effective Time will no longer hold any shares in Pivot, and will be deemed Former Pivot Shareholders. Each Former Pivot Shareholder will cease to have any rights as holders of Pivot Shares, other than the right to be paid the Consideration. The Former Pivot Shareholder will be removed from each applicable register of Pivot Shares and Purchaser shall be added to the register of Pivot Shareholders maintained by or on behalf of Pivot.

Upon surrender to the Depositary for cancellation of a Pivot Share Certificate, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, Pivot Shareholders will be entitled to receive, and the Depositary will deliver to such holder the Consideration each Pivot Shareholder has the right to receive under the Plan of Arrangement, less applicable withholdings. Any Pivot Share Certificate surrendered will forthwith be cancelled.

Pivot Optionholders

Pursuant to the Arrangement, at the Effective Time, each Pivot Option outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Pivot Option Plan and/or the terms of any award agreements related to the Pivot Options, will be deemed to be unconditionally vested and exercisable, and each such Pivot Option will, without any further action by or on behalf of a Pivot Optionholder, be deemed to be assigned and transferred by such holder to Pivot in exchange for a cash payment from Pivot equal to the amount (if any) by which the Consideration exceeds the exercise price of such Pivot Option, subject to applicable withholdings, and each such Pivot Option will immediately be cancelled. Where such amount is zero or negative, such Pivot Option will be cancelled without any consideration, and none of Pivot, Parent or the Purchaser will be obligated to pay the Pivot Optionholder any amount in respect of such Pivot Option.

Following the disposition of Pivot Options at the Effective Time, holders of Pivot Options immediately prior to the Effective Time will no longer hold any Pivot Options, and will be deemed Former Pivot Optionholders. Each Former Pivot Optionholder will cease to be a holder of Pivot Options and be removed from each applicable register of Pivot Options. The Pivot Option Plan, and all agreements relating to the Pivot Options will be terminated and be of no further force and effect.

In accordance with the Pivot Option Plan, the acceleration of the vesting period of all outstanding Pivot Options unvested at the date hereof (representing 1,912,500 Pivot Options) was approved by the Pivot Board on September 8, 2020, including the acceleration of the vesting period for 50,000 Pivot Options granted on November 18, 2019 to a consultant of Pivot (with an exercise price of \$1.54 per Pivot Share).

Pivot RSU Holders

Pursuant to the Arrangement, at the Effective Time, each Pivot RSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Pivot RSU Plan and/or the terms of any award agreements related to the Pivot RSUs, will be deemed to be unconditionally vested, and will, without any further action by or on behalf of a holder of RSUs, be deemed to be assigned and transferred by such holder to Pivot in exchange for a cash payment from Pivot equal to the amount of Consideration multiplied by the number of Pivot RSUs, subject to applicable withholdings, and each such RSU will immediately be cancelled.

Following the disposition of Pivot RSUs at the Effective Time, holders of Pivot RSUs immediately prior to the Effective Time will no longer hold any Pivot RSUs, and will be deemed Former Pivot RSU Holders. Each Former Pivot RSU Holder will cease to be a holder of Pivot RSUs and will be removed from each applicable register of Pivot RSUs. The Pivot RSU Plan and all agreements relating to the Pivot RSUs will be terminated.

In accordance with the Pivot RSU Plan, the vesting period of all outstanding unvested Pivot RSUs (representing 571,367 Pivot RSUs) will be the date immediately prior to the Effective Date. In addition, the acceleration of all unvested RSUs was approved by the Board of Directors on September 8, 2020.

Stock Exchange Listing and Reporting Issuer Status

Pivot Shares are currently listed for trading on the TSX under the symbol "PTG". Following completion of the Arrangement, it is expected that Pivot Shares will be delisted from the TSX and Pivot will make an application to cease to be a reporting issuer under applicable securities laws or take such other measures as may be appropriate to ensure that Pivot is not required to prepare and file continuous disclosure documents.

Effects on Pivot if the Arrangement is Not Completed

If the Arrangement Resolution is not approved by Pivot Shareholders or if the Arrangement is not completed for any other reason, Pivot Shareholders will not receive any payment for any of their Pivot Shares in connection with the Arrangement, Pivot will remain a reporting issuer and Pivot Shares will continue to be listed on the TSX. See "Risk Factors".

PROCEDURE FOR EXCHANGE OF PIVOT SHARES

Letter of Transmittal - Registered Pivot Shareholders

A Letter of Transmittal (printed on yellow paper) has been mailed together with this Information Circular to each Registered Pivot Shareholder on the Record Date. Each Registered Pivot Shareholder must forward to the Depositary a properly completed and signed Letter of Transmittal, with accompanying Pivot Share Certificate(s), if applicable, in order to receive the Consideration to which such Registered Pivot Shareholder is entitled under the Arrangement. All deposits of Pivot Shares made under a Letter of Transmittal are irrevocable. In the event the Arrangement is not consummated the Depositary will promptly return any Pivot Share Certificates that have been deposited. Any use of the mail to transmit a Pivot Share Certificate (if applicable) and a related Letter of Transmittal is at the risk of the Pivot Shareholder. If these documents are mailed, it is recommended that registered mail, properly insured, be used. Delivery will be deemed effective only when such documents are actually received by the Depositary.

Whether or not Pivot Shareholders forward Pivot Share Certificate(s) (if applicable), upon completion of the Arrangement on the Effective Date, Pivot Shareholders will cease to be Pivot Shareholders and will only be entitled to receive the Consideration to which they are entitled under the Arrangement or, in the case of Pivot Shareholders who properly exercise Dissent Rights, the right to receive fair value for their Pivot Shares in accordance with the dissent procedures. See "Dissent Rights".

The instructions for exchanging Pivot Share Certificate(s) (if applicable) and depositing such Pivot Share Certificate(s) with the Depositary are set out in the Letter of Transmittal. The Letter of Transmittal provides instructions with regard to lost Pivot Share Certificates. The Letter of Transmittal is available on SEDAR (www.sedar.com) under Pivot's issuer profile.

Registered Pivot Shareholders will not actually receive their Consideration until the Arrangement is completed and they have returned their properly completed documents, including the Letter of Transmittal and Pivot Share Certificates, if applicable, to the Depositary.

The exchange of Pivot Shares for the Consideration in respect of Beneficial Pivot Shareholders is expected to be made with the Beneficial Pivot Shareholder's nominee (bank, trust company, securities broker or other nominee) account through the procedures in place for such purposes between the Depositary and such nominee. Beneficial Shareholders must contact their Intermediary to arrange for the surrender of their Pivot Shares. Beneficial holders of Pivot Shares held through CDS need not take any action with respect to receiving the cash consideration to which they are entitled. Beneficial Pivot Shareholders should contact their Intermediary if they have any questions regarding this process.

The Parent, the Purchaser and Pivot, subject to the consent of the Depositary, reserve the right to waive or not to waive any and all errors or other deficiencies in any Letter of Transmittal or other document and any such waiver or non-waiver will be binding upon the affected Pivot Shareholders. The granting of a waiver to one or more Pivot Shareholders does not constitute a waiver for any other Pivot Shareholders. Pivot and the Purchaser reserve the right to demand strict compliance with the terms of the Letter of Transmittal and the Arrangement.

Holders of Incentive Securities need not complete any documentation to receive the consideration owed to them under the Arrangement in respect of their Incentive Securities.

Exchange Procedure

On the Business Day prior to the filing by Pivot of the Articles of Arrangement with the Director in accordance with the Arrangement Agreement, the Parent or the Purchaser will: (i) deposit or cause to be deposited with the Depositary, on behalf of Pivot, the aggregate cash amount required for payments in respect of the Pivot Options and Pivot RSUs; and (ii) deposit or cause to be deposited with the Depositary, on behalf of the Purchaser, the aggregate cash amounts required for the payments to Pivot Shareholders for their respective Pivot Shares, in each case with the cash amounts to be held in escrow by the Depositary on the terms and conditions satisfactory to Pivot and the Purchaser.

At the Effective Time, the Depositary will deliver to Pivot an amount of immediately available funds necessary to fund the cash payments to former holders of Pivot Options and Pivot RSUs, and as soon as practicable following the Effective Time, Pivot will deliver to each former holder of Pivot Options and Pivot RSUs the cash payment, if any, which such former holder of Pivot Options and Pivot RSUs has the right to receive, less any applicable withholdings.

Upon the surrender to the Depositary of a certificate which immediately prior to the Effective Time represented outstanding Pivot Shares and such additional documents as the Depositary may reasonably require, the Depositary will deliver to the applicable Pivot Shareholder, as soon as practicable, a cheque (or other form of immediately available funds) representing the net cash amount that such Pivot Shareholder is entitled to receive under the Arrangement and any certificate so surrendered will be cancelled.

Any exchange or transfer of Pivot Shares pursuant to the Plan of Arrangement will be free and clear of any Liens or other claims of third parties of any kind.

No holder of Pivot Shares, Pivot Options or Pivot RSUs will be entitled to receive any consideration or entitlement with respect to such Pivot Shares, Pivot Options or Pivot RSUs, other than any consideration or entitlement to which such holder is entitled to receive in accordance with the Plan of Arrangement.

Return of Pivot Shares

If the Arrangement is not completed for any reason, any deposited Pivot Share Certificates and other relevant documents will be returned to the depositing Pivot Shareholder by first class mail, postage prepaid, in the name of and to the address specified by the Pivot Shareholder in the Letter of Transmittal or, if such name and address is not so specified, in such name and to such address as shown on the register maintained by Pivot's transfer agent.

Lost Certificates

If any Pivot Share Certificate which immediately prior to the Effective Time represented one or more outstanding Pivot Shares that were transferred pursuant to the Plan of Arrangement has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the former holder of such Pivot Share Certificate, the Depositary will pay and deliver, in exchange for the lost, stolen or destroyed Pivot Share Certificate, the Consideration that such holder is entitled to receive pursuant to the Arrangement, net of applicable withholdings. When authorizing such payment and delivery in exchange for any lost, stolen or destroyed Pivot Share Certificate, any such Pivot Shareholder will, as a condition precedent to the delivery of such Consideration, give a bond satisfactory to Pivot, the Parent, the Purchaser and the Depositary in such amount as the Parent may direct or otherwise indemnify the Parent and the Purchaser in a manner satisfactory to the Parent against any claim that may be made against the Parent or the Purchaser with respect to the Pivot Share Certificate alleged to have been lost, stolen or destroyed.

Cancellation of Rights

Until surrendered, each Pivot Share Certificate that immediately prior to the Effective Time represented outstanding Pivot Shares will be deemed, immediately after the Effective Time to represent only the right to receive upon such surrender the Consideration to which the holder is entitled to receive in lieu of such Pivot Share Certificate as contemplated in the Plan of Arrangement, less any amounts withheld. Any such Pivot Share Certificate not duly surrendered on or before the sixth anniversary of the Effective Date will cease to represent a claim by or interest of any Former Pivot Shareholder of any kind or nature against or in the Parent, the Purchaser or Pivot. Any payment made by way of cheque by the Depositary or by Pivot that has not been deposited or has been returned to the Depositary or Pivot or that otherwise remains unclaimed, in each case on or before the sixth anniversary of the Effective Time, and any right or claim to payment under the terms of the Plan of Arrangement that remains outstanding on the sixth anniversary of the Effective Time will cease to represent a right or claim of any kind or nature and the right of any Pivot Shareholder, Pivot Optionholder or Pivot RSU Holder to receive the Consideration for any Pivot Shares, Pivot Options or Pivot RSUs pursuant to the Arrangement will terminate and be deemed to be surrendered and forfeited to the Purchaser (or Pivot, as applicable) for no consideration.

Withholding Rights

Pivot, any Subsidiary, the Parent, the Purchaser and the Depositary will be entitled to deduct and withhold from any Consideration payable or otherwise deliverable under the Plan of Arrangement, and from all dividends, other distributions or other amounts otherwise payable to any Former Pivot Shareholder or former holder of Pivot Options or Pivot RSUs, such amounts as Pivot, Parent, the Purchaser or the Depositary are required to deduct and withhold with respect to any payment under the Tax Act or any provision of applicable Laws and will remit such amounts to the appropriate Governmental Entity. To the extent that amounts are so deducted and withheld, such amounts will be treated for all purposes as having been paid to the person to whom such amounts would otherwise have been paid, provided that such deducted or withheld amounts are actually and timely remitted to the appropriate Governmental Entity.

Depositary

Pivot and the Purchaser have retained, or will retain, the services of the Depositary for the receipt of Letter of Transmittals and Pivot Share Certificate(s) (if applicable) and for the delivery of the Consideration in exchange for the Pivot Shares under the Arrangement. The Depositary will receive reasonable and customary compensation for its services in connection with the Arrangement, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities, including liabilities under securities laws and expenses in connection therewith.

Expenses of the Arrangement

Under the Arrangement Agreement, each Party will pay all costs and expenses incurred by such Party with respect to the Arrangement.

INTERESTS OF CERTAIN PERSONS IN THE ARRANGEMENT

In considering the recommendation of the Pivot Board with respect to the Arrangement, Pivot Shareholders should be aware that certain members of the Pivot Board and of Pivot's management have interests in connection with the transactions contemplated by the Arrangement that may create actual or potential conflicts of interest in connection with such transactions. The Pivot Board is aware of these interests and considered them along with the other matters described above in "The Arrangement - Reasons for the Recommendations of the Pivot Board".

Ownership of Securities of Pivot

As of September 8, 2020, the directors and senior officers of Pivot and their associates and affiliates, as a group, beneficially owned, directly or indirectly, or exercised control or direction over, an aggregate of approximately 2,940,333 Pivot Shares, 1,412,500 Pivot Options, and 506,038 Pivot RSUs, representing approximately 7.69% of the outstanding Pivot Shares on a non-diluted basis, and approximately 12.17% of the outstanding Pivot Shares on a partially-diluted basis (assuming the exercise of their Pivot Options and Pivot RSUs). All Pivot Shares held by the directors and officers of Pivot will be treated in the same fashion under the Arrangement as Pivot Shares held by every other Pivot Shareholder. The Pivot Options and Pivot RSUs will be affected by the Arrangement as described under the heading "The Arrangement - Description of the Arrangement" above.

The following table sets out Pivot Shares, Pivot Options and Pivot RSUs beneficially owned, directly or indirectly, or over which control or direction was exercised (and the percentage they represent of the outstanding Pivot Shares, Pivot Options and Pivot RSUs, as the case may be) by the directors and senior officers of Pivot, or their respective associates or affiliates, as of September 8, 2020, and the estimated consideration to be received in respect of such Pivot Shares, Pivot Options and Pivot RSUs as a result of the Arrangement:

		Pivot Securities Beneficially Owned, Directly or Indirectly, or over which Control or Direction is Exercised			Pivot Shares, Pivot Options and Pivot RSUs as a result of the Arrangement	Estimated Consideration to be received in respect of the
	Pivot Shares(1)	Pivot Options	Pivot RSUs(7) (8)	Pivot Shares	Pivot Options	Pivot RSUs(7) (8)
Vic Bhagat Director	Nil	50,000 2.61%	32,198 5.64% (0 vested, 32,198 unvested)	Nil	\$53,000.00	\$83,714.80 (\$0 vested, \$83,714.80 unvested)
Wendy Coticchia Chief Compliance Officer, Deputy General Counsel	7,256 0.02%	57,500 3.00%	14,399 2.52% (8,908 vested, 5,491 unvested)	\$18,865.60	\$48,000.00	\$37,437.40 (\$23,160.80 vested, \$14,276.60 unvested)
Wade K. Dawe Director	1,256,333(2) 3.29%	75,000 3.92%	43,194 7.56% (26,720 vested, 16,474 unvested)	\$3,266,465.80(5)	\$75,000.00	\$112,304.40 (\$69,472.00 vested, \$42,832.40 unvested)
Steve DiGregorio Director	1,228,350(3) 3.21%	Nil	30,000 5.25% (0 vested, 30,000 unvested)	\$3,193,710.00(6)	Nil	\$78,000.00 (\$0 vested, \$78,000.00 unvested)
Mike Flanagan Chief Information Officer & Chief Technology Officer	23,423 0.06%	152,500 7.97%	47,606 8.33% (28,386 vested, 19,220 unvested)	\$60,899.80	\$105,800.00	\$123,775.60 (\$73,803.60 vested, \$49,972.00 unvested)
Christopher Formant Director	Nil	50,000 2.61%	32,198 5.64% (0 vested, 32,198 unvested)	Nil	\$53,000.00	\$83,714.80 (\$0 vested, \$83,714.80 vested)
Matthew R. Girardot Chief Legal Officer & Corporate Secretary	22,432 0.06%	87,500 4.57%	43,194 7.56% (26,720 vested, 16,474 unvested)	\$58,323.20	\$59,800.00	\$112,304.40 (\$69,472.00 vested, \$42,832.40 unvested)
Matt Olson Chief Operating Officer	24,330 0.06%	177,500 9.28%	47,606 8.33% (28,386 vested, 19,220 unvested)	\$63,258.00	\$130,800.00	\$123,775.60 (\$73,803.60 vested, \$49,972.00 unvested)
Stephen T. Moore Director	40,470(4) 0.11%	75,000 3.92%	43,194 7.56% (26,720 vested, 16,474 unvested)	\$105,222.00	\$75,000.00	\$112,304.40 (\$69,472.00 vested, \$42,832.40 unvested)

		Pivot Securities Beneficially Owned, Directly or Indirectly, or over which Control or Direction is Exercised			Pivot Shares, Pivot Options and Pivot RSUs as a result of the Arrangement	Estimated Consideration to be received in respect of the
	Pivot Shares(1)	Pivot Options	Pivot RSUs(7) (8)	Pivot Shares	Pivot Options	Pivot RSUs(7) (8)
Kevin Shank President, Chief Executive Officer & Director	207,941 0.54%	487,500 25.49%	104,037 18.21% (60,105 vested, 43,932 unvested)	\$540,646.60	\$349,000.00	\$270,496.20 (\$156,273.00 vested, \$114,223.20 unvested)
M. Lazane Smith Director	55,000 0.14%	50,000 2.61%	43,194 7.56% (26,720 vested, 16,474 unvested)	\$143,000.00	\$6,500.00	\$112,304.40 (\$69,472.00 vested, \$42,832.40 unvested)
David Toews Chief Financial Officer	74,798 0.19%	100,000 5.23%	16,393 2.87% (0 vested, 16,393 unvested)	\$194,474.80	\$92,000.00	\$42,621.80 (\$0 vested, \$42,621.80 unvested)
Scott Ward Executive Vice President – Business Development	Nil	50,000 2.61%	8,825 1.54% (3,334 vested, 5,491 unvested)	Nil	\$46,000.00	\$22,945.00 (\$8,668.40 vested, \$14,276.60 unvested)

Notes:

(1) Based on 38,214,783 Pivot Shares, 1,912,500 Pivot Options and 571,367 Pivot RSUs issued and outstanding as of September 8, 2020.
(2) Of these Pivot Shares, 131,333 were held personally by Mr. Dawe, and 1,125,000 were registered in the name of Brigus Capital Inc., a company owned or controlled by Mr. Dawe.
(3) Represents the number of Pivot Shares beneficially owned by Canoe Premium Income Fund, a mutual fund of which Mr. DiGregorio is the portfolio manager. Although Mr. DiGregorio owned 6,843 units of the Canoe Premium Income Fund as of September 8, 2020, he disclaims any beneficial ownership of the Pivot Shares owned by Canoe Premium Income Fund.
(4) Of these Pivot Shares, 15,470 were held personally by Mr. Moore, and 25,000 were registered in the name of Mainstar Ventures Limited in trust for LDI Investments Inc., a company owned or controlled by Mr. Moore.
(5) Of this amount, \$341,465.80 is the estimated consideration to be received in respect of the Pivot Shares held personally by Mr. Dawe, and \$2,925,000 is the estimated consideration to be received in respect of the Pivot Shares registered in the name of Brigus Capital Inc.
(6) Represents the estimated consideration to be received in respect of the Pivot Shares beneficially owned by Canoe Premium Income Fund and not Steve DiGregorio personally.
(7) The Pivot RSUs disclosed in this table do not include any dividend equivalents issued on account of the dividend paid by Pivot on September 15, 2020. Accordingly, the estimated consideration to be received by Pivot RSU Holders does not include consideration payable to the Pivot RSU Holders on account of the September 15, 2020 dividend.
(8) In accordance with the Pivot RSU Plan, each Pivot RSU which is vested at the date hereof may be redeemed at any time prior to the Effective Date and each Pivot RSU unvested at the date hereof will vest on the day prior to the Effective Date and may be redeemed at that time. Pivot RSUs which are redeemed will be settled by the issuance of one Pivot Share for each Pivot RSU. In accordance with the Pivot RSU Plan, the vesting period of all outstanding unvested Pivot RSUs will be the date immediately prior to the Effective Date.

The directors and senior officers of Pivot entered into the Support and Voting Agreements pursuant to which, among other things and subject to the terms thereof, they have agreed to vote their Pivot Shares in favour of the Arrangement Resolution. See "The Arrangement - Support and Voting Agreements".

Termination and Change of Control Benefits

Pivot, directly or through one of its Subsidiaries, has entered into employment agreements with each of Kevin Shank, David Toews, Matt Olson, Scott Ward, Matthew R. Girardot, Wendy Coticchia and Mike Flanagan. These agreements do not have an express term and are subject to termination without notice by Pivot for "Cause" as defined therein, or by the individual for "Good Reason" as defined therein, and without cause by Pivot or by the individual upon one month's notice. In the event of termination for Cause by Pivot or without "Good Reason" by the individual, the individual is not entitled to any compensation other than that earned as of the termination date. In the event of termination by Pivot without cause or with Good Reason of the individual, the individual is entitled to receive severance in the form of salary continuation at the individual's then current base salary for a period of up to 12 months subject to all applicable withholdings, and continuation of the individual's then current level of coverage under Pivot's group health plan for a period of up to 12 months or until the individual becomes eligible for group health benefits from another entity, whichever occurs first, provided that the individual has timely executed and not revoked a separation agreement and general release of all claims against Pivot and its affiliates, in a form and substance required by Pivot.

The employment agreements for each individual impose certain confidentiality, nondisclosure, and nonsolicitation obligations on the individuals for a one-year period after termination. Furthermore, where permitted by law, the individual is subject to noncompetition obligations for such one-year period. Mr. Toews employment agreement also contains a change of control termination provision. In the event Mr. Toews' employment is terminated as a result of the closing of the Arrangement, he will be entitled to 12 months' base salary plus bonus (calculated using a prior two years' average bonus attainment), subject to all applicable withholdings, and continuation of his current level of coverage under Pivot's group health plan for a period of up to 12 months, provided that he has timely executed and not revoked a separation agreement and general release of all claims against Pivot and its affiliates, in a form and substance required by Pivot. The employment agreements otherwise do not contain additional benefits in the event of termination concurrently or following any transaction resulting in a change of control of Pivot.

Insurance and Indemnification of Directors and Officers

The Arrangement Agreement provides that Pivot will, prior to the Effective Date, purchase customary "tail" or "run off" policies of directors' and officers' liability insurance providing protection no less favourable in the aggregate than the protection provided by the policies maintained by Pivot and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date, and Purchaser will, or will cause Pivot and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Effective Date; provided that Purchaser will not be required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 300% of Pivot's current annual aggregate premium for policies currently maintained by Pivot or its Subsidiaries.

Pursuant to the Arrangement Agreement, Purchaser agreed that it will, from and after the Effective Time, honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of Pivot and its Subsidiaries and acknowledges that such rights shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Effective Date.

MI 61-101

Pivot is a reporting issuer (or its equivalent) in British Columbia, Alberta and Ontario, and is accordingly subject to applicable securities Laws of such provinces. In addition, the securities regulatory authorities in the province of Ontario (the Ontario Securities Commission) has adopted MI 61-101, which regulates transactions that raise the potential for conflicts of interest, including issuer bids, insider bids, related party transactions and business combinations.

The Arrangement does not constitute an issuer bid, an insider bid or a related party transaction. In assessing whether the Arrangement could be considered to be a "business combination" for the purposes of MI 61- 101, Pivot reviewed all benefits or payments that related parties of Pivot are entitled to receive, directly or indirectly, as a consequence of the Arrangement to determine whether any constituted a "collateral benefit".

If any of the "related parties" (as defined in MI 61-101) of Pivot would be entitled to receive, directly or indirectly, as a consequence of the transaction, a "collateral benefit" (as defined in MI 61-101), the Arrangement would constitute a "business combination" for the purposes of MI 61-101 and the Arrangement Resolution would require "minority approval" in accordance with MI 61-101. If "minority approval" is required, the Arrangement Resolution must be approved by a majority of the votes cast, excluding those votes beneficially owned, or over which control or direction is exercised, by the "related parties" of Pivot who can be considered to be receiving a "collateral benefit" in connection with the Arrangement, or "joint actors" (as defined in MI 61-101) of such related parties. This approval is in addition to the requirement that the Arrangement Resolution must be approved by at least 66²»³ % of the votes cast by Pivot Shareholders present in person or represented by proxy at the Meeting and entitled to vote. The directors and senior officers of Pivot are considered to be "related parties" of Pivot for the purposes of MI 61-101.

Certain of the executive officers and directors of Pivot hold Pivot Options and/or Pivot RSUs, as applicable, in addition to Pivot Shares. Pursuant to the Arrangement: (i) each Pivot Option outstanding immediately prior to the Effective Time (whether vested or unvested) will be deemed to be unconditionally vested and exercisable, and each such Pivot Option will, without any further action by or on behalf of a Pivot Optionholder, be deemed to be assigned and transferred by such holder to Pivot in exchange for a cash payment from Pivot equal to the amount (if any) by which the Consideration exceeds the exercise price of such Pivot Option, subject to applicable withholdings; and (ii) each RSU outstanding immediately prior to the Effective Time (whether vested or unvested) will be deemed to be unconditionally vested, and will, without any further action by or on behalf of a holder of RSUs, be deemed to be assigned and transferred by such holder to Pivot in exchange for a cash payment from Pivot equal to the amount of Consideration multiplied by the number of Pivot RSUs, subject to applicable withholdings. Under the terms of the Pivot RSU Plan, each unvested Pivot RSU will vest on the date prior to the Effective Date and may be redeemed by Pivot at that time. Pivot may settle the payment for vested Pivot RSUs by issuing one Pivot Share for each RSU. See "The Arrangement – Effects of the Arrangement – Pivot Optionholders" and "The Arrangement – Effects of the Arrangement – Pivot RSU Holders". In addition, certain Pivot employees, including certain senior officers of Pivot, will also be entitled to a cash bonus as compensation for the services they provided to Pivot in connection with the Arrangement, including US\$50,000 payable to Kevin Shank. Such payments will not exceed US\$350,000 in aggregate for all such employees. The bonus is not contingent on the successful completion of the Arrangement.

Following disclosure by each of the directors and senior officers to the Pivot Board of the number of Pivot Shares, Pivot Options, Pivot RSUs held by them and the benefits or payments that they expect to receive pursuant to the Arrangement, the Pivot Board has determined, except as described below, that the aforementioned benefits or payments fall within an exception to the definition of "collateral benefit" for the purposes of MI 61-101, since the benefits are: (i) received solely in connection with the directors' or senior officers' services as employees of Pivot or of any affiliated entities of Pivot; (ii) not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the directors or senior officers for their Pivot Shares; and (iii) not conditional on the directors or senior officers supporting the Arrangement in any manner. Further, at the time of the entering into of the Arrangement Agreement, none of the directors or officers of Pivot entitled to receive such benefits, except as disclosed below, exercised control or direction over, or beneficially owned, more than 1% of the issued and outstanding Pivot Shares, as calculated in accordance with MI 61-101. Moreover, the Pivot RSUs held by directors and senior officers will vest and be redeemed prior to the Effective Date upon issuance of one Pivot Share per Pivot RSU. As a result, each director and senior officer who currently holds Pivot RSUs will be entitled to receive a payment for each Pivot Share issued upon redemption of a Pivot RSU that is identical to the amount payable for each Pivot Share under the Arrangement (\$2.60 per Pivot Share).

Wade Dawe, the Chairman of the Board, exercises control or direction over, or beneficially owns, more than 1% of the issued and outstanding Pivot Shares, as calculated in accordance with MI 61-101. The amount by which the Consideration exceeds the exercise price of his Pivot Options that will be transferred to Pivot under the terms of the Plan of Arrangement may be considered to be a "collateral benefit" within the meaning of MI 61-101. However, Wade Dawe has disclosed to an independent committee of Pivot (its Audit Committee) the amount of consideration that he expects he will be beneficially entitled to receive under the Arrangement in exchange for his Pivot Shares, and the independent committee , acting in good faith, has determined that the value of the benefit, net of any offsetting costs to Wade Dawe, is less than five percent of the value he will be beneficially entitled to receive under the Arrangement in exchange for his Pivot Shares. Therefore the benefits or payments that Wade Dawe is entitled to receive pursuant to the arrangement fall within an exemption to the definition of "collateral benefit" for the purposes of MI 61- 101.

Steve DiGregorio, a director, does not beneficially own, but may be considered to exercise control or direction over, more than 1% of the issued and outstanding Pivot Shares, as calculated in accordance with MI 61-101, as a result of his role as senior portfolio manager of the Canoe Premium Income Fund, a mutual fund, which owns 1,228,350 Pivot Shares. However, to the extent Steve DiGregorio is considered to be entitled to receive a benefit in connection with the Arrangement, such benefit consists of a right to a payment of \$2.60 per Pivot Share issuable to him upon redemption of his Pivot RSUs, which amount is identical to the amount payable for each Pivot Share under the Arrangement.

Kevin Shank, the President and Chief Executive Officer and a director, exercises control and direction, or beneficially owns, more than 1% of the issued and outstanding Pivot Shares, as calculated in accordance with MI 61-101. The bonus of US\$50,000 and the amount by which the Consideration exceeds the exercise price of his Pivot Options that will be transferred to Pivot under the terms of the Plan of Arrangement may be considered to be a "collateral benefit" within the meaning of MI 61-101. Accordingly, the votes attached to the Pivot Shares owned by Kevin Shank will be excluded in determining minority approval in accordance with MI 61-101 as further described below.

Requirements of MI 61-101

In order to comply with MI 61-101, for the Arrangement to become effective, the Arrangement Resolution must be approved by not less than a simple majority of the votes cast by Pivot Shareholders, present in person or represented by proxy and entitled to vote at the Meeting, excluding for this purpose the votes attached to Pivot Shares required to be excluded pursuant to MI 61-101. To the knowledge of the Board, the following table sets out the details of the votes attaching to Pivot Shares outstanding at the Record Date that are required to be excluded pursuant to MI 61-101 for the purposes of determining whether minority shareholder approval of the Arrangement under MI 61-101 has been obtained.

Name of Shareholder	Number of Pivot Shares Owned or Controlled (1)
Kevin Shank	207,941

(1) Excluding Pivot Shares issuable upon future exercise of Pivot Options and redemption of Pivot RSUs.

Pivot is not required to obtain a formal valuation under MI 61-101 as no interested party (as defined in MI 61-101) of Pivot is, as a consequence of the Arrangement, directly or indirectly acquiring Pivot or its business or combining with Pivot and neither the Arrangement nor the transactions contemplated thereunder, is a "related party transaction" for which Pivot would be required to obtain a formal valuation.

To the knowledge of the directors and senior officers of Pivot, after reasonable inquiry, there have been no prior valuations (as defined in MI 61-101) in respect of Pivot in the 24 months prior to the date of this Information Circular and no bona fide prior offer (as contemplated in MI 61-101) that relates to the transactions contemplated by the Arrangement has been received by Pivot during the 24 months before the execution of the Arrangement Agreement.

THE ARRANGEMENT AGREEMENT

The Arrangement will be carried out pursuant to the Arrangement Agreement and the Plan of Arrangement. The following is a summary of the principal terms of the Arrangement Agreement and Plan of Arrangement. This summary does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement, which has been filed on SEDAR (www.sedar.com) under Pivot's issuer profile, and to the Plan of Arrangement, which is appended hereto as Appendix "C".

On September 8, 2020, Pivot and Parent agreed to combine their respective businesses and they, together with Purchaser, entered into the Arrangement Agreement. Pursuant to the terms of the Arrangement Agreement, Pivot and Purchaser agreed that, subject to the terms and conditions set forth therein, the Purchaser will acquire all of the issued and outstanding Pivot Shares. Upon completion of the Arrangement, each Pivot Shareholder (other than Dissenting Holders) will receive, in exchange for each Pivot Share held, \$2.60 in cash. The terms of the Arrangement Agreement are the result of arm's length negotiations conducted between representatives of the board of directors of the Parent and the Pivot Board and their respective advisors.

Representations and Warranties

The Arrangement Agreement contains representations and warranties made by Pivot to Purchaser and representations and warranties made by Purchaser to Pivot. Those representations and warranties were made solely for the purposes of the Arrangement Agreement and are subject to important qualifications and limitations agreed to by the Parties in connection with negotiating its terms. Moreover, some of the representations and warranties contained in the Arrangement Agreement are subject to a contractual standard of materiality (including a Material Adverse Effect) that is different from that generally applicable to the public disclosure to Pivot Shareholders, or those standards used for the purpose of allocating risk between parties to an agreement. For the foregoing reasons, you should not rely on the representations and warranties contained in the Arrangement Agreement as statements of factual information at the time they were made or otherwise.

The representations and warranties provided by Pivot in favour of Purchaser relate to, among other things: (a) organization and qualification; (b) corporate authorization; (c) execution and binding obligation; (d) governmental authorization; (e) non-contravention; (f) capitalization; (g) Subsidiaries; (h) securities law matters; (i) financial statements; (j) books and records; (k) disclosure controls and internal control over financial reporting; (l) absence of certain changes; (m) absence of any undisclosed liabilities; (n) compliance with Laws; (o) litigation; (p) taxes; (q) employees; (r) Employee Plans; (s) Collective Agreements; (t) environmental matters; (u) real property; (v) personal property; (w) Intellectual Property; (x) privacy; (y) anti-spam; (z) security and information technology; (aa) title to the assets: (bb) Material Contracts; (cc) certain industry certifications; (dd) insurance; (ee) licences; (ff) related party transactions;

(gg) brokers; (hh) absence of any collateral benefits; (ii) Competition Act matters; and (jj) Investment Canada Act matters.

The representations and warranties provided by the Purchaser and Parent, in favour of Pivot relate to, among other things: (a) organization and qualification; (b) corporate authorization; (c) execution and binding obligation; (d) governmental authorization; (e) non-contravention; (f) absence of security ownership of Pivot Shares; (g) absence of litigation; (h) possession of sufficient funds; and (i) Competition Act matters.

Conditions Precedent to the Arrangement

Mutual Conditions Precedent

The Parties are not required to complete the Arrangement, unless each of the following conditions is satisfied, which conditions may only be waived, in whole or in part, by the mutual consent of Purchaser and Parent, on the one hand, and Pivot on the other:

x the Arrangement Resolution has been approved and adopted by Pivot Shareholders at the Meeting in accordance with the Interim Order;
x the Interim Order and the Final Order have each been obtained on terms consistent with the Arrangement Agreement, and have not been set aside or modified in a manner unacceptable to either Pivot or the Purchaser, each acting reasonably, on appeal or otherwise;
x no Law is in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins Pivot or the Purchaser and/or its affiliates from consummating the Arrangement.

Additional Conditions Precedent to the Obligations of Purchaser

The Purchaser and/or its affiliates will not be required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Purchaser and may only be waived, in whole or in part, by the Purchaser in its sole discretion:

x (i) the representations and warranties of Pivot set forth in the Arrangement Agreement with respect to capitalization of Pivot were true and correct in all respects as of the date of the Arrangement Agreement and as of the Effective Date (except for de minimis inaccuracies and as a result of the exercise of any Pivot Options or Pivot RSUs outstanding on the date of the Arrangement Agreement in accordance with their terms); (ii) the representations and warranties of Pivot set forth in the Arrangement Agreement with respect to brokers, Material Contracts and certain industry certifications were true and correct in all respects as of the date of the Arrangement Agreement and as of the Effective Date; and (iii) the remaining representations and warranties of Pivot set forth in the Arrangement Agreement were true and correct in all respects as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which will be determined as of such specified date), without regard to any materiality or Material Adverse Effect qualifications contained therein, except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Material Adverse Effect, and Pivot has delivered a certificate confirming same to the Purchaser, executed by two senior officers of Pivot (in each case on behalf of Pivot without personal liability) addressed to the Purchaser and dated the Effective Date;
x Pivot has fulfilled or complied in all material respects with all covenants of Pivot contained in the Arrangement Agreement to be fulfilled or complied with by it on or prior to the Effective Time,

and Pivot has delivered a certificate confirming same to the Purchaser, executed by two senior officers of Pivot (in each case on behalf of Pivot without personal liability) addressed to the Purchaser and dated the Effective Date;

x Pivot has obtained all requisite approvals required under the Credit Agreement necessary to effect the Arrangement without resulting in any default thereunder;
x Pivot Shareholders holding no more than 5% of the outstanding Pivot Shares shall have exercised their Dissent Rights in connection with the Arrangement;
x there will be no pending action (or award arising therefrom) for the purpose of prohibiting or enjoining Pivot or the Purchaser from consummating the Arrangement; and
x since the date of the Arrangement Agreement, there will not have occurred or have been disclosed to the public (if previously undisclosed to the public), a Material Adverse Effect which is continuing and Pivot will have provided to the Purchaser a certificate of two senior officers of Pivot to that effect (in each case on Pivot's behalf and without personal liability).

Additional Conditions Precedent to the Obligations of Pivot

Pivot is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of Pivot and may only be waived, in whole or in part, by Pivot in its sole discretion:

x the representations and warranties of each of Purchaser and the Parent set forth in the Arrangement Agreement are true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which will be determined as of such specified date), without regard to any materiality or material adverse effect qualifications contained in the Arrangement Agreement, except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a material adverse effect on the Purchaser's or the Parent's ability to consummate the Arrangement, and each of the Purchaser and the Parent has delivered a certificate confirming same to Pivot, executed by two senior officers of the Purchaser or the Parent, as applicable (in each case on behalf of the Purchaser or the Parent, as applicable, and without personal liability), addressed to Pivot and dated the Effective Date;
x each of the Purchaser and the Parent has fulfilled or complied in all material respects with each of the covenants of the Purchaser or the Parent, as applicable, contained in the Arrangement Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and each of the Purchaser and the Parent has delivered a certificate confirming same to Pivot, executed by two senior officers of the Purchaser or the Parent, as applicable (in each case on behalf of the Purchaser or the Parent, as applicable, and without personal liability) addressed to Pivot and dated the Effective Date; and
x the Purchaser will have deposited or caused to be deposited with the Depositary in escrow in accordance with the Arrangement Agreement, the funds required to effect payment in full of the aggregate Consideration to be paid in respect of Pivot Shares pursuant to the Plan of Arrangement and the Depositary will have confirmed to Pivot the receipt of such funds.

Covenants

In the Arrangement Agreement, each of Pivot and the Purchaser has agreed to certain covenants, including customary affirmative and negative covenants.

Conduct of Business of Pivot

Pivot agrees that, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as required by the Arrangement Agreement; (iii) as required to comply with any quarantine, "shelter in place", "stay at home", workforce reduction, social distancing, shut down, closure, sequester or any other applicable Law, guidelines or recommendations by any Governmental Entity in connection with or in response to COVID-19 (the "COVID-19 Measures"); (iv) as required by any contract that has been made available to the Purchaser; (v) as set forth in the Pivot Disclosure Letter; (vi) in respect of reasonable payments to legal and financial advisors in connection with Pivot's response to an Acquisition Proposal in accordance with the terms of the Arrangement Agreement, provided that the nature and scope of any such payments will be consistent with those incurred in connection with the Arrangement (and, for certainty, shall not include any success fee payable to an advisor); or (vii) as required by Law or a Governmental Entity, Pivot will, and will cause each of its Subsidiaries to, conduct its business in the ordinary course and in accordance with Laws, and Pivot shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries' business organization, assets, properties, employees, goodwill and business relationships with customers, suppliers, partners and other persons with which Pivot or any of its Subsidiaries has material business relations.

Without limiting the generality of the foregoing, Pivot will not, and will not permit or cause, as applicable, any of its Subsidiaries to, directly or indirectly, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, except: (i) with prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as required by the Arrangement Agreement; (iii) as required to comply with COVID-19 Measures or any commercially reasonable action taken or not taken by Pivot in good faith to respond to the actual or reasonably anticipated effect on Pivot or its Subsidiaries of the COVID-19 pandemic or the COVID-19 Measures; (iv) as required by any contract that has been made available to the Purchaser; (v) as set forth in the Pivot Disclosure Letter; (vi) as contemplated in the Contemplated Reorganization Transaction; or (vii) as required by Law or a Governmental Entity:

x amend any of Pivot's constating documents or the articles of incorporation, articles of amalgamation, by-laws or similar organizational documents of any of its Subsidiaries;
x split, combine or reclassify any shares or other such type of security issued by Pivot or any of its Subsidiaries or declare, set aside or pay any dividends or make any other distributions except for the Permitted Dividend or distributions by a Subsidiary to Pivot or to a wholly-owned Subsidiary of Pivot;
x reduce the stated capital of Pivot or any of its Subsidiaries;
x redeem, repurchase or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares or other such type of security issued by Pivot or of any of its Subsidiaries;
x issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of, any shares of capital stock, or any other type of equity

security, or any options, warrants or similar rights exercisable or exchangeable for or convertible into such shares of capital stock, or any other type of equity security issued by Pivot or any of its Subsidiaries;

x acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, any assets, securities, properties, interests or businesses;
x other than as disclosed in the Pivot Disclosure Letter, sell, lease, license or otherwise transfer, directly or indirectly, in one transaction or in a series of related transactions, any of Pivot's or its Subsidiaries' assets, other than the sale of inventory in the ordinary course;
x make any capital expenditure or commitment to do so which, in any fiscal year, exceeds the aggregate amount of capital expenditures provided for in the annual budgets of Pivot approved by the Pivot Board for the applicable fiscal year, and in any event, such capital expenditures or commitments shall not be greater than \$500,000 per month in the aggregate (other than existing capital expenditures or commitments as set out in the Pivot Disclosure Letter);
x reorganize, amalgamate or merge Pivot or any of its Subsidiaries;
x adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of Pivot or any of its Subsidiaries;
x enter into any new line of business or enter into any contract that materially restricts Pivot or its Subsidiaries or affiliates from engaging or competing in any line of business or in any geographic area, or which would so restrict Pivot or the Parent following the Closing;
x terminate, renew, suspend, abrogate, amend or modify in any material respect any Authorization other than in the ordinary course;
x except as contemplated in the Arrangement Agreement or as disclosed in the Pivot Disclosure Letter, make any tax election, information schedule, return or designation, settle or compromise any tax claim, assessment, reassessment or liability, file any amended tax return, file any notice of appeal or otherwise initiate any action with respect to taxes, enter into any agreement with a Governmental Entity with respect to taxes, surrender any right to claim a tax abatement, reduction, deduction, exemption, credit or refund, consent to the extension or waiver of the limitation period applicable to any tax matter or amend or change any of its methods of reporting income, deductions or accounting for income tax purposes except as may be required by Law;
x prepay, redeem, repurchase, defease, cancel or otherwise terminate (or amend, restate or refinance) any existing indebtedness for borrowed money (including indebtedness outstanding under medium term notes) of Pivot or any of its Subsidiaries before its scheduled maturity;
x other than for the purpose of financing working capital in the ordinary course, create, incur, drawdown under current credit facilities, assume or otherwise become liable, in one transaction or in a series of related transactions, with respect to any indebtedness for borrowed money or guarantees thereof in an amount, on a per transaction or series of related transactions basis, in excess of \$500,000;
x other than as required by the Credit Agreement or to a wholly-owned Subsidiary, make any loan or advance or capital contribution to, or assume, guarantee or otherwise become liable with respect to

the liabilities or obligations of, any person (other than accounts payable to trade creditors and accrued liabilities, in each case in the ordinary course) either by purchase of stock or securities, contributions to capital, property transfer, purchase of any property or assets of any person or otherwise;

x create or incur any Lien on any material asset other than in the ordinary course;
x change Pivot's methods of accounting or accounting principles or practices in effect as at December 31, 2019, except as required by concurrent changes in IFRS, or pursuant to written instructions, comments or orders of a securities authority;
x except as required by applicable Laws, or as done in the ordinary course, grant any increase in the rate of wages, salaries or bonuses of Pivot employees;
x enter into any collective agreement or union agreement or amend, modify, terminate or waive any right under the Collective Agreements or agree to any such amendment, modification, termination or waiver of rights;
x except as otherwise disclosed in the Pivot Disclosure Letter, (i) grant, accelerate or increase any severance, change of control or termination pay contractual entitlement to (or amend any existing arrangement relating to the foregoing with) any director, officer or employee of Pivot or any of its Subsidiaries; (ii) grant, accelerate or increase any payment, award (equity or otherwise) or other benefits payable to, or for the benefit of any director, officer or employee of Pivot or any of its Subsidiaries; (iii) increase the coverage, contributions, funding requirements or benefits available under any Employee Plan; (iv) increase salaries, compensation (in any form), bonus levels or other benefits payable to any director, officer, employee or consultant of Pivot or any of its Subsidiaries; (v) waive any restrictive covenants applicable to any current or former director, officer or employee of Pivot or any of its Subsidiaries; (vi) except as permitted hereby, enter into or amend any employment, deferred compensation or other similar contract (or amend any such existing contract) with any director or officer of Pivot or its Subsidiaries; (vii) make any determination under any Employee Plan; or (viii) make any bonus or profit sharing distribution or similar payment of any kind;
x adopt any new Employee Plan or amend or modify, in any material way, an existing Employee Plan;
x commence, waive, release, assign, settle or compromise any actions in excess of an amount of \$250,000 individually or \$500,000 in the aggregate or which would reasonably be expected to impede, prevent or delay the consummation of the transactions contemplated by the Arrangement Agreement;
x amend or modify in any material respect or terminate or waive any material right under any Material Contract or enter into any contract or agreement that would be a Material Contract if in effect on the date of the Arrangement Agreement;
x except as contemplated herein, amend, modify, terminate, cancel or let lapse any material insurance (or re-insurance) policy of Pivot or any of its Subsidiaries in effect on the date of the Arrangement Agreement unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing rated "A" or higher by A.M. Best or Standard & Poor's providing coverage equal to or greater than

the coverage under the terminated, cancelled or lapsed policies for substantially similar premiums are in full force and effect;

x fund any pension solvency deficit, except as required by Law; or
x authorize, agree, resolve, announce an intention or otherwise make any commitment to do any of the foregoing.

Pivot will, until the earlier of the Effective Date and the termination of the Arrangement Agreement in accordance with its terms: (i) undertake any actions within its authority necessary to maintain industry certifications of Pivot's Subsidiaries that possess such certifications as of the date of the Arrangement Agreement, and (ii) will not amend or modify in any material respect, terminate or waive any material right under any contract or agreement or undertake any action that may jeopardize or risk loss or adverse determination of each such certification.

Each of Pivot and its Subsidiaries will, until the earlier of the Effective Date and the termination of the Arrangement Agreement in accordance with its terms: (i) duly and timely file with the appropriate Governmental Entity all tax returns required to be filed by it, which shall be correct and complete in all respects, (ii) pay, withhold, collect and remit to the appropriate Governmental Entity in a timely fashion all taxes required to be so paid, withheld, collected or remitted, and (iii) properly reserve (and reflect such reserves in its books and records and financial statements) in accordance with past practice and in the ordinary course, for all material taxes accruing which are not due or payable prior to the Effective Date.

Pivot will keep Purchaser reasonably informed of any material events, discussions, notices or changes with respect to any tax or regulatory investigation or any other investigation by a Governmental Entity or action involving Pivot or any of its Subsidiaries (other than ordinary course communications which could not reasonably be expected to be material to Pivot). Pivot will consider in good faith any reasonable requests by the Purchaser that Pivot or its Subsidiaries take any action regarding tax filing matters, including the filing of notices of appeal and other actions in respect of notices of assessment from the Canada Revenue Agency (provided that, for greater certainty, Pivot shall be obligated pursuant to the Arrangement Agreement not to take any action regarding such matters without the consent of the Purchaser). The Purchaser may request that Pivot take or cause its Subsidiaries to take any action referred to in the Arrangement Agreement where such action is necessary to preserve Pivot or relevant Subsidiary's rights (including, without limitation, due to the potential expiry of any limitation or statute-barring period). Pivot may only refuse such requests where, acting reasonably (and providing evidence of the same to Purchaser) such actions would be illegal or harm Pivot.

Notwithstanding anything to the contrary in the Arrangement Agreement, nothing in the Arrangement Agreement is intended to allow the Purchaser or the Parent to exercise material influence over the operations of Pivot prior to the Effective Time.

Interim Period Consents

Purchaser will, promptly following the date of the Arrangement Agreement, designate two individuals from either of whom Pivot may seek approval to undertake any actions not permitted to be taken contemplated in the Arrangement Agreement, and will ensure that such persons will respond, on behalf of the Purchaser, to Pivot's requests in an expeditious manner.

Covenants Relating to the Arrangement

Subject to covenants relating to cooperation regarding a Contemplated Reorganization Transaction, each of Pivot, the Purchaser and the Parent will use its reasonable best efforts to take, or cause to be taken, all actions and to do or cause to be done all things required or advisable under Law to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by the Arrangement Agreement, including:

x using commercially reasonable efforts to satisfy, or cause the satisfaction of, all conditions precedent in the Arrangement Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to the Arrangement Agreement or the Arrangement;
x in the case of Pivot, using commercially reasonable efforts to obtain, as soon as practicable following execution of the Arrangement Agreement, and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary to be obtained under the Material Contracts in connection with the Arrangement or the Arrangement Agreement, or (ii) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Purchaser;
x using commercially reasonable efforts to obtain all Regulatory Approvals and effect all necessary registrations, filings and submissions of information required by Governmental Entities from it and its Subsidiaries relating to the Arrangement Agreement or the Arrangement;
x using commercially reasonable efforts to oppose, lift or rescind any award seeking to restrain, enjoin or otherwise prohibit or delay or otherwise adversely affect the consummation of the Arrangement and defend, or cause to be defended, any actions to which it is a party or brought against it or its directors or officers challenging the Arrangement or the Arrangement Agreement; and
x not taking any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by the Arrangement Agreement.

Pivot will promptly notify Purchaser in writing of:

x any Material Adverse Effect;
x any notice or other written communication from any person (A) alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such person (or another person) is or may be required in connection with the Arrangement Agreement or the Arrangement, or (B) to the effect that such person is terminating or otherwise materially adversely

modifying its relationship with Pivot or any of its Subsidiaries as a result of the Arrangement or the Arrangement Agreement; or

x any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving Pivot or any of its Subsidiaries that relate to the Arrangement Agreement or the Arrangement.

Cooperation Regarding Reorganization

Pivot agrees that, upon the reasonable request by Purchaser, Pivot shall, and will cause each of its Subsidiaries to, use commercially reasonable efforts to: (i) effect such reorganizations of Pivot's or its Subsidiaries' business, operations and assets as the Purchaser may request, acting reasonably, including amalgamations, wind-ups and any other transaction (each a "Contemplated Reorganization Transaction"); (ii) co-operate with Purchaser and its advisors in order to determine the manner in which any such Contemplated Reorganization Transactions might most effectively be undertaken; and (iii) cooperate with Purchaser and its advisors to seek to obtain consents or waivers which might be required from Pivot's lenders under its existing credit facilities in connection with the Contemplated Reorganization Transaction, if any, provided that any costs, fees or expenses associated therewith will be at Purchaser's sole expense; provided that any Contemplated Reorganization Transaction: (i) is not, in the opinion of Pivot or Pivot's counsel, acting reasonably, prejudicial to the Pivot Shareholders, the holders of Pivot Options and the holders of Pivot RSUs; (ii) does not require Pivot to obtain the approval of Pivot Shareholders; (iii) does not impede, delay or prevent the receipt of any Regulatory Approvals or the satisfaction of any other conditions contemplated in the Arrangement Agreement; (iv) does not impair, impede or delay the consummation of the Arrangement; (v) is effected as closely as is reasonably practicable prior to the Effective Time; (vi) does not result in any breach by Pivot or any of its Subsidiaries of any contract or Authorization or any breach by Pivot of Pivot's constating documents or by any of its Subsidiaries of their respective organizational documents or Law; and (vii) does not require the directors, officers, employees or agents of Pivot or its Subsidiaries to take any action in any capacity other than as a director, officer or employee.

Purchaser will provide written notice to Pivot of any proposed Contemplated Reorganization Transaction at least 15 Business Days prior to the Effective Date. Upon receipt of such notice, the Purchaser and Pivot will prepare all documentation necessary and do all such other acts and things as are reasonably necessary to give effect to such Contemplated Reorganization Transaction prior to the time it is to be effected. Pivot will be under no obligation to complete the Contemplated Reorganization Transaction until Purchaser has irrevocably waived or confirmed in writing the satisfaction of all conditions in its favour under the Arrangement Agreement and will have confirmed in writing that Purchaser is prepared to proceed to effect the Arrangement on the Effective Date. If the Arrangement is not completed, Purchaser will: (i) forthwith reimburse Pivot for all costs and expenses, including reasonable legal fees and disbursements, incurred in connection with any proposed Contemplated Reorganization Transaction; and (ii) indemnify Pivot, its Subsidiaries and their respective Representatives for any liabilities, losses, damages, claims, costs, expenses, taxes, interest awards, judgements and penalties suffered or incurred by any of them in connection with or as a result of any Contemplated Reorganization Transaction, or to reverse or unwind any Contemplated Reorganization Transaction. Purchaser agrees that any Contemplated Reorganization Transaction will not be considered in determining whether a representation, warranty or covenant of Pivot under the Arrangement Agreement has been breached (including where any such Contemplated Reorganization Transaction requires the consent of any third party).

Additional Covenants Regarding Non-Solicitation

Non-Solicitation

Except as expressly provided in the Arrangement Agreement, Pivot will not, directly or indirectly, through any Representative of Pivot or any of its Subsidiaries:

x solicit, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of Pivot or any Subsidiary) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute, an Acquisition Proposal;
x enter into or otherwise engage or participate in any negotiations or meaningful discussions with any person (other than with the Purchaser or any person acting jointly or in concert with the Purchaser) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute, an Acquisition Proposal, provided that Pivot may (i) advise any person of the restrictions of the Arrangement Agreement, (ii) contact the person for the purposes of seeking clarification of the terms of such Acquisition Proposal, and (iii) advise any Person making an Acquisition Proposal that the Pivot Board has determined that such Acquisition Proposal does not constitute a Superior Proposal, in each case, if, in so doing, no other information that is prohibited from being communicated under the Arrangement Agreement is communicated to such person;
x make a Change in Recommendation;
x accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than 5 Business Days following the formal announcement of such Acquisition Proposal will not be considered to be in violation of the Arrangement Agreement provided the Pivot Board has affirmed the recommendation of the Arrangement or the Arrangement Resolution by or before the end of such 5 Business Day period); or
x approve, recommend or enter into (other than a confidentiality agreement permitted by and in accordance with Section 5.3 [Responding to an Acquisition Proposal] of the Arrangement Agreement) or publicly propose to enter into any agreement in respect of an Acquisition Proposal.

Except as expressly provided in Article 5 [Additional Covenants Regarding Non-Solicitation] of the Arrangement Agreement, Pivot will, and will cause its Subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion or negotiations with any person (other than with Purchaser) with respect to any inquiry, proposal or offer that would reasonably be expected to constitute an Acquisition Proposal, and in connection therewith, Pivot will:

x discontinue access to and disclosure of all information, including any data room and any confidential information, properties, facilities, books and records of Pivot or of any of its Subsidiaries; and
x request, and exercise all rights it has to require the return or destruction of all copies of any confidential information regarding Pivot or any Subsidiary provided to any person other than Purchaser or its affiliates since January 1, 2019 in connection with any potential Acquisition Proposal (including before the date of the Arrangement Agreement), including using its

commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.

Pivot covenants and agrees not to release any person from, or waive such person's obligations respecting Pivot, under any confidentiality, standstill or similar agreement or restriction to which Pivot is a party (it being acknowledged by Purchaser that the automatic termination or release of any restrictions of any such agreements as a result of entering into and announcing the Arrangement Agreement will not be a violation of this covenant), except to allow such person to make an Acquisition Proposal confidentially to the Pivot Board that constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal, provided that the remaining provisions of Article 5 [Additional Covenants Regarding Non-Solicitation] of the Arrangement Agreement are complied with, and Pivot undertakes to seek to enforce, or cause its Subsidiaries to seek to enforce, all confidentiality, standstill, or similar agreements or restrictions that it or any of its Subsidiaries have entered into prior to the date of the Arrangement Agreement or enter into after the date of the Arrangement Agreement.

Notification of Acquisition Proposals

If Pivot or any of its Subsidiaries or any of their respective Representatives, receives any inquiry, proposal, offer or request that constitutes or may reasonably be expected to constitute an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to Pivot or any of its Subsidiaries, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of Pivot or any of its Subsidiaries, in connection with an Acquisition Proposal, Pivot will promptly notify the Purchaser, at first orally, and then within 24 hours, in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions and the identity of all persons making the Acquisition Proposal, inquiry, proposal, offer or request and a copy of any written Acquisition Proposal. Pivot will keep the Purchaser promptly informed of the status of material developments and negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or request, including any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request.

Responding to an Acquisition Proposal

Notwithstanding any other agreement between the Parties or between Pivot and any other person, if prior to obtaining the approval of the Pivot Shareholders of the Arrangement Resolution Pivot receives an Acquisition Proposal, Pivot may engage in or participate in discussions or negotiations with such person regarding such Acquisition Proposal, and, subject to Pivot (i) entering into a confidentiality and standstill agreement with such person (if one has not already been entered into) containing terms that are no less favourable to Pivot in the aggregate than those contained in the Confidentiality Agreement and may not restrict Pivot from complying with Article 5 [Additional Covenants Regarding Non-Solicitation] of the Arrangement Agreement (it being understood and agreed that such confidentiality and standstill agreement need not restrict the making of an Acquisition Proposal or related communications to Pivot or the Pivot Board) (an "Acceptable Confidentiality Agreement"), (ii) concurrently providing Purchaser with access to any information that was provided to such person and not previously provided to Purchaser and (iii) promptly providing Purchaser with a true, complete and final executed copy of such Acceptable Confidentiality Agreement, may provide copies of, access to or disclosure of information, properties, facilities, books or records of Pivot or its Subsidiaries, if:

x the Pivot Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal; and

x Pivot has been, and continues to be, in compliance with its obligations under Article 5 of the Arrangement Agreement.

Right to Match

If Pivot receives an Acquisition Proposal that constitutes a Superior Proposal, the Pivot Board may, or may cause Pivot to, make a Change in Recommendation and approve, recommend or enter into a definitive agreement with respect to such Superior Proposal, if and only if:

x Pivot has been, and continues to be, in compliance with its obligations under Article 5 of the Arrangement Agreement;
x Pivot or its Representatives have delivered to Purchaser a written notice of the determination of the Pivot Board that it has received a Superior Proposal and of the intention to approve, recommend or enter into a definitive agreement with respect to such Superior Proposal, including a notice as to the value in financial terms that the Pivot Board has, in consultation with its financial advisors, determined should be ascribed to any non-cash consideration offered under the Superior Proposal (the "Superior Proposal Notice");
x Pivot or its Representatives have provided to Purchaser a copy of any proposed definitive agreement for the Superior Proposal;
x at least five Business Days (the "Matching Period") have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which Purchaser received a copy of the definitive agreement for the Superior Proposal;
x after the Matching Period, the Pivot Board has determined in good faith, after consultation with its legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by the Purchaser under Section 5.4(2) [Right to Match] of the Arrangement Agreement);
x the approval of the Arrangement Resolution by Pivot Shareholders has not been obtained; and
x prior to or concurrently with making a Change in Recommendation or entering into such definitive agreement Pivot terminates the Arrangement Agreement pursuant to Section 7.2(1)(c)(ii) [Change in Recommendation – Superior Proposal] of the Arrangement Agreement and pays the Company Termination Amount pursuant to Section 8.2(2) [Company Termination Amount] of the Arrangement Agreement.

During the Matching Period, or such longer period as Pivot may approve in writing for such purpose: (a) the Pivot Board will review any offer made by Purchaser to amend the terms of the Arrangement Agreement and the Arrangement in good faith, after consultation with outside legal and financial advisors, in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) Pivot will negotiate in good faith with Purchaser to make such amendments to the terms of the Arrangement Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by the Arrangement Agreement on such amended terms. If as a consequence of the foregoing the Pivot Board determines that such Acquisition Proposal would cease to be a Superior Proposal, Pivot will promptly so advise Purchaser and Pivot and Purchaser will amend the Arrangement Agreement to

reflect such offer made by the Purchaser, and will take and cause to be taken all such actions as are necessary to give effect to the foregoing.

Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by Pivot Shareholders or other material terms or conditions thereof will constitute a new Acquisition Proposal for the purposes of Section 5.4 [Right to Match] of the Arrangement Agreement.

Nothing in the Arrangement Agreement prohibits the Pivot Board from responding through a directors' circular or otherwise as required by applicable securities laws to an Acquisition Proposal that it determines is not a Superior Proposal. Further, nothing in the Arrangement Agreement will prevent the Pivot Board from making any disclosure to the Pivot Shareholders if the Pivot Board, acting in good faith and upon the advice of its outside legal and financial advisors, will have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Pivot Board or such disclosure is otherwise required under Law; provided, however, that, notwithstanding the Pivot Board will be permitted to make such disclosure, the Pivot Board will not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) [Right to Match] of the Arrangement Agreement.

If Pivot provides a Superior Proposal Notice to the Purchaser after a date that is less than five Business Days before the Meeting, Pivot will be entitled to, and will upon request from Purchaser, postpone the Meeting to a date that is not more than 15 Business Days after the scheduled date of the Meeting (and, in any event, no less than 5 Business Days prior to the Outside Date).

Termination of the Arrangement Agreement

The Arrangement Agreement may be terminated prior to the Effective Time by:

x the mutual written agreement of the Parties; or
x either Pivot on the one hand, or Purchaser and the Parent on the other, if:
o the Meeting is duly convened and held and the Arrangement Resolution is voted on by Pivot Shareholders and not approved by Pivot Shareholders as required by the Interim Order;
o after the date of the Arrangement Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins Pivot or Purchaser and/or its affiliates from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable; provided the Party seeking to terminate the Arrangement Agreement pursuant to Section 7.2(1)(b)(ii) [Termination – Change of Law] of the Arrangement Agreement has used its commercially reasonable efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement;
o the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate the Arrangement Agreement pursuant to Section 7.2(1)(b)(iii) [Termination – Outside Date] of the Arrangement Agreement if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement; or
x by Pivot if:
o a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser or the Parent under the Arrangement Agreement occurs that would cause any condition in Section 6.3(1) [Purchaser/Parent Representations and Warranties Conditions Precedent] of the Arrangement Agreement or Section 6.3(2) [Purchaser/Parent Performance of Covenants Conditions Precedent] of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.10(3) [Notice and Cure Provisions] of the Arrangement Agreement; provided that any wilful breach will be deemed to be incapable of being cured and Pivot is not then in breach of the Arrangement Agreement so as to directly or indirectly cause any condition in Section 6.2(1) [Pivot Representations and Warranties Conditions Precedent] of the Arrangement Agreement or Section 6.2(2) [Pivot Performance of Covenants Conditions Precedent] of the Arrangement Agreement not to be satisfied; or
o prior to the approval by Pivot Shareholders of the Arrangement Resolution, the Pivot Board makes a Change in Recommendation in accordance with Section 5.4 [Right to Match] of the Arrangement Agreement or Pivot or a Subsidiary of Pivot enters into a written agreement (other than an Acceptable Confidentiality Agreement) with respect to a Superior Proposal in accordance with Section 5.4 [Right to Match] of the Arrangement Agreement, provided Pivot is then in compliance with Article 5 [Additional Covenants Regarding Non-Solicitation] of the Arrangement Agreement and that prior to or concurrent with such termination Pivot pays the Company Termination Amount in accordance with Section 8.2(2) [Company Termination Amount Event] of the Arrangement Agreement;
x by Purchaser and Parent if:
o a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Pivot under the Arrangement Agreement occurs that would cause any condition in Section 6.2(1) [Pivot Representations and Warranties Conditions Precedent] of the Arrangement Agreement or Section 6.2(2) [Pivot Performance of Covenants Conditions Precedent] of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.10(3) [Notice and Cure Provisions] of the Arrangement Agreement; provided that any wilful breach will be deemed to be incapable of being cured and the Purchaser and the Parent are not in breach of the Arrangement Agreement so as to directly or indirectly cause any condition in Section 6.3(1) [Purchaser/Parent Representations and Warranties Conditions Precedent] of the Arrangement Agreement or Section 6.3(2) [Purchaser/Parent Performance of Covenants Conditions Precedent] of the Arrangement Agreement not to be satisfied;
o prior to the approval by the Pivot Shareholders of the Arrangement Resolution, (A) the Pivot Board fails to unanimously recommend, withdraws, amends, modifies or qualifies in a manner that has substantially the same effect, or fails to publicly reaffirm within 5 Business Days after having been requested in writing to do so by the Purchaser, acting reasonably, the approval or recommendation of the Arrangement or the Arrangement Resolution (a "Change in Recommendation") (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than 5 Business Days after the formal announcement thereof will not be considered a Change in Recommendation) unless Pivot provides a Superior Proposal Notice to

Purchaser within such timeframe, in which case Pivot will have until the end of the Matching Period to reaffirm the recommendation of the Arrangement or the Arrangement Resolution, (B) the Pivot Board approves, recommends or authorizes Pivot to enter into a written agreement (other than an Acceptable Confidentiality Agreement) concerning a Superior Proposal; or (C) Pivot breaches Article 5 of the Arrangement Agreement in a material respect; or

o there has occurred a Material Adverse Effect which is incapable of being cured on or prior to the Outside Date.

The Party desiring to terminate the Arrangement Agreement pursuant to Section 7.2 [Termination] of the Arrangement Agreement (other than pursuant to Section 7.2(1)(a) [Termination – Mutual Agreement] of the Arrangement Agreement) will give notice of such termination to the other Party, specifying in reasonable detail the basis for such Party's exercise of its termination right.

Company Termination Amount

Despite any other provision in the Arrangement Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Company Termination Amount Event occurs, Pivot will pay the Purchaser, as proceeds of disposition of Purchaser's rights hereunder, the Company Termination Amount in accordance with Section 8.2 [Company Termination Amount] of the Arrangement Agreement. For the purposes of the Arrangement Agreement, "Company Termination Amount" means \$2,000,000 and "Company Termination Amount Event" means the termination of the Arrangement Agreement:

x by Purchaser and Parent, pursuant to Section 7.2(1)(d)(ii) [Change in Recommendation or Breach of Non-Solicit] of the Arrangement Agreement;
x by Pivot, pursuant to Section 7.2(1)(c)(ii) [Change in Recommendation Superior Proposal] of the Arrangement Agreement; or
x by Pivot on the one hand, or Purchaser and Parent on the other, pursuant to either Section 7.2(1)(b)(i) [Termination – Failure of Pivot Shareholders to Approve] of the Arrangement Agreement or Section 7.2(1)(b)(iii) [Termination – Outside Date] of the Arrangement Agreement, if:
o following the date of the Arrangement Agreement and prior to such termination, an Acquisition Proposal is made or publicly announced by any person (other than the Purchaser or any of its affiliates or any person acting jointly or in concert with any of the foregoing) which Acquisition Proposal has not been withdrawn in writing at least ten Business Days prior to the date of the Meeting; and
o within twelve months following the date of such termination, (i) an Acquisition Proposal is consummated by Pivot or any of its Subsidiaries, or (ii) Pivot or any of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a contract (other than a confidentiality or standstill agreement) in respect of an Acquisition Proposal and such Acquisition Proposal is later consummated (whether or not within twelve months after such termination), provided that in the event an Acquisition Proposal contemplated in clauses (i) or (ii) is consummated on terms that result in a decrease in the value of the per share consideration to be received by the Pivot Shareholders (after taking into account any stock splits or subdivisions or other events having a similar effect which occur after the date of the Arrangement Agreement) in comparison to the per share Consideration payable under

the Arrangement Agreement (the "Lesser Consideration"), the Company Termination Amount will be discounted by a percentage that is equal to the percentage difference between the Lesser Consideration and the Consideration. For purposes of the foregoing, in the event of an Acquisition Proposal that includes consideration payable wholly or in part by shares of the acquirer, the value of such consideration will be based on the five-day volume weighted average trading price of such shares on their principal exchange immediately preceding the first public announcement of such Acquisition Proposal, and if the currency of any such consideration (or the trading price of any share-based consideration) is not in Canadian dollars, the value of the consideration will be deemed to be based on the Bank of Canada exchange rate of such currency into Canadian dollars at the close of business on the date immediately preceding the first public announcement of such Acquisition Proposal.

For purposes of the foregoing, the term "Acquisition Proposal" will have the meaning assigned to such term as defined herein, except that references to "20% or more" will be deemed to be references to "50% or more".

If a Company Termination Amount Event occurs due to a termination of the Arrangement Agreement by Pivot pursuant to Section 7.2(1)(c)(ii) [Change in Recommendation – Superior Proposal] of the Arrangement Agreement, the Company Termination Amount will be paid prior to or concurrently with the occurrence of such Company Termination Amount Event.

If a Company Termination Amount Event occurs due to a termination of the Arrangement Agreement by the Purchaser and the Parent pursuant to Section 7.2(1)(d)(ii) [Change in Recommendation or Breach of Non-Solicit] the Company Termination Amount will be paid within two Business Days following such Company Termination Amount Event.

If a Company Termination Amount Event occurs due to a failure of Pivot Shareholders to approve the Arrangement Resolution pursuant to Section 7.2(1)(b)(1) of the Arrangement Agreement or the Effective Time not occurring on or prior to the Outside Date pursuant to Section 7.2(1)(b)(iii) of the Arrangement Agreement, in each case in the circumstances set out in Section 8.2(1)(c) of the Arrangement Agreement, the Company Termination Amount will be paid upon the consummation of the Acquisition Proposal referred to therein.

Any Company Termination Amount will be paid by Pivot to the Purchaser (or as the Purchaser may direct by notice in writing), by wire transfer in immediately available funds to an account designated by the Purchaser. For greater certainty, in no event will Pivot be obligated to pay the Company Termination Amount on more than one occasion.

Expenses

Except as otherwise expressly provided in the Arrangement Agreement, the Parties agree that all out-ofpocket expenses of the Parties relating to the Arrangement Agreement or the transactions contemplated hereby, including legal fees, accounting fees, financial advisory fees, regulatory filing fees, stock exchange fees, all disbursements of advisors and printing and mailing costs, will be paid by the Party incurring such expenses

Amendments

The Arrangement Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Meeting, but not later than the Effective Time, be amended by mutual written agreement of the Parties, without further notice to or authorization on the part of Pivot Shareholders, and any such amendment may, subject to the Interim Order and Final Order and Laws, without limitation:

x change the time for performance of any of the obligations or acts of the Parties;
x modify any representation or warranty contained in the Arrangement Agreement or in any document delivered pursuant to the Arrangement Agreement;
x modify any of the covenants contained in the Arrangement Agreement and waive or modify performance of any of the obligations of the Parties; and/or
x modify any mutual conditions contained in the Arrangement Agreement.

REGULATORY MATTERS

Competition Act (Canada)

Under the Competition Act, the acquisition of voting shares of a corporation that carries on an operating business or controls an entity that carries on an operating business requires pre-merger notification if certain financial thresholds (size of parties and size of transaction) are exceeded.

It has been determined that no pre-merger notification is required in respect of the Arrangement. The Commissioner of Competition (Canada) has jurisdiction to challenge any transaction (not just those subject to mandatory notification) for up to one year after the transaction has been substantially completed if he is of the view that the transaction is likely to result in a substantial lessening or prevention of competition in a relevant market in Canada.

Hart Scott Rodino Antitrust Improvements Act of 1976

Under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended, and the rules promulgated thereunder ("HSR Act"), certain acquisitions may not be completed until information has been furnished to the Antitrust Division of the U.S. Department of Justice ("DOJ") and the Federal Trade Commission ("FTC"), and the applicable HSR Act waiting period has expired or been terminated. Under the HSR Act, this pre-merger notification is required if certain financial thresholds (size of parties and size of transaction) are exceeded.

It has been determined that no pre-merger notification under the HSR Act is required in respect of the Arrangement. Notwithstanding such determination, at any time before or after consummation of the Arrangement, the FTC or the DOJ could take such action under antitrust laws as they deem necessary or desirable in the public interest, including seeking to enjoin the completion of the Arrangement, seeking divestiture of substantial assets of the parties, or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Arrangement, any state in the United States could take such action under the antitrust laws as they deem necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Arrangement or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the Arrangement will not be made or that, if a challenge is made, we will prevail.

United States Securities Law Matters

THIS INFORMATION CIRCULAR AND THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER SECURITIES REGULATORY AUTHORITY IN ANY STATE OF THE UNITED STATES, NOR HAS THE SEC OR ANY SECURITIES REGULATORY AUTHORITY IN ANY STATE OF THE UNITED STATES PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS INFORMATION CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

The enforcement by Pivot Shareholders, Pivot Optionholders and Pivot RSU Holders of rights, claims and civil liabilities under U.S. federal or state securities laws may be affected adversely by the fact that Pivot exists under the laws of the Province of Ontario and Purchaser exists under the laws of the Province of British Columbia, that some or all of its respective officers and directors or experts named herein, if any, are not residents of the United States and that all or substantially all of the respective assets of such persons are located outside the United States. You may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. federal or state securities laws. It may be difficult to compel such parties or affiliates of a non-U.S. company to subject themselves to the jurisdiction of a court in the United States or to enforce a judgment obtained from a court in the United States. In addition, you should not assume that the courts of Canada: (i) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or applicable securities laws of any state within the United States; or (ii) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or applicable securities laws of any state within the United States.

Pivot Shareholders should be aware that the Arrangement, the transactions described in this Information Circular and the Arrangement Agreement, and the sale, exchange, exercise or disposition of any such securities discussed in this Information Circular may have tax consequences under Canadian or United States state, local or foreign tax law. See "Certain United States Federal Income Tax Considerations". The U.S. tax treatment of the Arrangement is subject to uncertainty. Pivot Shareholders, Pivot Optionholders and Pivot RSU Holders who are resident in, or citizens of, the United States are advised to consult their own tax advisors to determine the particular United States tax consequences to them of the Arrangement in light of their particular situation, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local, or other taxing jurisdiction.

Stock Exchange Matters

Pivot Shares are currently listed for trading on the TSX under the symbol "PTG". Following completion of the Arrangement, is expected that Pivot Shares will be delisted from the TSX, and Pivot will make an application to cease to be a reporting issuer under applicable securities laws or take such other measures as may be appropriate to ensure that Pivot is not required to prepare and file continuous disclosure documents.

Other Regulatory Matters

Pivot is currently a reporting issuer in British Columbia, Alberta and Ontario. Following completion of the Arrangement, it is expected that Pivot Shares will be delisted from the TSX and Pivot will make an application to cease to be a reporting issuer under applicable securities laws.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following summary describes the principal Canadian federal income tax considerations under the Tax Act, as of the date hereof, in respect of the Arrangement generally applicable to a beneficial owner of Pivot Shares who, for the purposes of the Tax Act, and at all relevant times: (i) holds their Pivot Shares as capital property; and (ii) deals at arm's length and is not affiliated with Pivot or Purchaser for the purposes of the Tax Act. Persons meeting such requirements are referred to as a "Holder" or as "Holders" in this section, and this summary only addresses Holders.

Pivot Shares will generally be considered to be capital property unless such securities are held in the course of carrying on a business of trading or dealing in securities, or were acquired in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary does not apply to a Holder: (i) that is a partnership or a member of a partnership that holds Pivot Shares; (ii) that is a "financial institution" for the purposes of the mark-to-market rules in the Tax Act; (iii) an interest in which is a "tax shelter investment" as defined in the Tax Act; (iv) that is a "specified financial institution" as defined in the Tax Act, (v) who has elected to report its "Canadian tax results" (as defined in the Tax Act) in a currency other than Canadian currency; (vi) who received Pivot Shares upon exercise of a stock option; (vii) who has entered into a "derivative forward agreement" or "synthetic disposition arrangement" (both as defined in the Tax Act) in respect of their Pivot Shares or (viii) that is a corporation resident in Canada and is, or becomes, as part of a transaction or event or series of transactions or events that includes the Arrangement, controlled by a non-resident person, or, if no single non-resident person has or acquires control, by a group of non-resident persons that do not deal with each other at arm's length for the purposes of the "foreign affiliate dumping" rules in section 212.3 of the Tax Act. Any such Holder should consult its own tax advisor with respect to the Arrangement.

This summary is based on the facts set out in this Information Circular, the current provisions of the Tax Act and the regulations thereunder and counsel's understanding of the published administrative policies and assessing practices of the CRA publicly available prior to the date of this document. This summary takes into account all proposed amendments to the Tax Act and the regulations thereunder that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof ("Proposed Amendments") and assumes that such Proposed Amendments will be enacted substantially as proposed. However, no assurance can be given that such Proposed Amendments will be enacted in the form proposed, or at all.

This summary is of a general nature only and is not exhaustive of all Canadian federal income tax considerations. This summary is not intended to be, and should not be construed to be, legal or tax advice to any Holder. The income or other tax consequences will vary depending on the particular circumstances of the Holder, including the province or provinces in which the Holder resides or carries on business. Holders should consult their own tax advisors to determine the tax consequences to them of the Arrangement having regard to their particular circumstances, including the application and effect of the income and other tax laws of any country, province or other jurisdiction that may be applicable to them.

THIS SUMMARY IS OF A GENERAL NATURE ONLY AND IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSTRUED TO BE, LEGAL, BUSINESS OR TAX ADVICE TO ANY PARTICULAR HOLDER. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF THE ARRANGEMENT.

Holders Resident in Canada

This part of the summary is applicable only to a Holder who, at all relevant times, is resident, or deemed to be resident, in Canada for the purposes of the Tax Act and any applicable tax treaty or convention (a "Resident Holder").

Resident Holders whose Pivot Shares might not otherwise qualify as capital property may be entitled to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have their Pivot Shares and every "Canadian security" (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years, deemed to be capital property. Resident Holders who do not hold their Pivot Shares as capital property should consult their own tax advisors regarding their particular circumstances.

Disposition of Pivot Shares under the Arrangement

Under the Arrangement, Resident Holders will dispose of their Pivot Shares to Purchaser in exchange for the Consideration and will realize a capital gain (or a capital loss) equal to the amount by which the Consideration exceeds (or is less than) the aggregate of the adjusted cost base to the Resident Holder of such Pivot Shares and any reasonable costs of disposition. The taxation of capital gains and capital losses is discussed below under the heading "Holders Resident in Canada - Capital Gains and Capital Losses".

Capital Gains and Capital Losses

Generally, one-half of any capital gain (a "taxable capital gain") realized by a Resident Holder in a taxation year must be included in the Resident Holder's income for the year, and one-half of any capital loss (an "allowable capital loss") realized by a Resident Holder in a taxation year must be deducted from taxable capital gains realized by the Resident Holder in that year (subject to and in accordance with rules contained in the Tax Act). Allowable capital losses for a taxation year in excess of taxable capital gains for that year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances described in the Tax Act.

A Resident Holder that, throughout the relevant taxation year, is a "Canadian-controlled private corporation" (as defined in the Tax Act) may be liable to pay a refundable tax on its "aggregate investment income" (as defined in the Tax Act), including any taxable capital gains.

If the Resident Holder is a corporation, the amount of any capital loss realized on a disposition or deemed disposition of such Pivot Share may be reduced by the amount of dividends received or deemed to have been received by it on such Pivot Share to the extent and under circumstances prescribed by the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns such shares or where a trust or partnership of which a corporation is a beneficiary or a member is a member of a partnership or a beneficiary of a trust that owns any such shares. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

Capital gains realized by an individual (including certain trusts) may give rise to liability for alternative minimum tax as calculated under the detailed rules set out in the Tax Act. Resident Holders who are individuals should consult their own tax advisors in this regard.

Dissenting Resident Holders

A Resident Holder who, as a result of the valid exercise of Dissent Rights, disposes of Pivot Shares to Purchaser in consideration for a cash payment pursuant to the Arrangement, will be considered to have disposed of such Resident Holder's Pivot Shares for proceeds of disposition equal to the amount of the cash payment (excluding interest, if any, awarded by a court). Such a disposition will give rise to a capital gain (or capital loss) equal to the amount by which such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of such dissenting Resident Holder's Pivot Shares immediately before the disposition. The general tax consequences to a dissenting Resident Holder of realizing such a capital gain or capital loss are described above under the heading "Holders Resident in Canada - Capital Gains and Capital Lasses". Interest awarded by a court to a dissenting Resident Holder will be included in such Resident Holder's income for purposes of the Tax Act.

Dissenting Resident Holders should consult their own tax advisors with respect to the Canadian federal income tax consequences of exercising their Dissent Rights.

Holders Not Resident in Canada

The following portion of the summary is applicable to a Holder who, at all relevant times, for the purposes of the Tax Act and any applicable tax treaty or convention, (i) is neither resident nor deemed to be resident in Canada, (ii) does not use or hold, and is not deemed to use or hold, their Pivot Shares in connection with carrying on a business in Canada, (iii) is not a person who carries on an insurance business in Canada and elsewhere, and (iv) is not an "authorized foreign bank" (as defined in the Tax Act) (a "Non-Resident Holder").

Disposition of Pivot Shares under the Arrangement

Under the Arrangement, Non-Resident Holders will dispose of their Pivot Shares to Purchaser in exchange for the Consideration and will not be subject to tax under the Tax Act on any capital gain realized on such disposition unless (i) such Pivot Shares constitute "taxable Canadian property" (as defined in the Tax Act) of the Non-Resident Holder at the time of such disposition; and (ii) the Non-Resident Holder is not entitled

to exemption from taxation in Canada on the disposition of the Pivot Shares under the terms of an applicable income tax treaty or convention.

Provided that, at the Effective Time, Pivot Shares are listed on a "designated stock exchange" (as defined in the Tax Act), which currently includes the TSX, Pivot Shares disposed of by a Non-Resident Holder pursuant to the Arrangement generally will only be "taxable Canadian property" of the Non-Resident Holder if, at any time during the 60-month period immediately preceding the disposition, (i) one or any combination of (A) the Non-Resident Holder, (B) persons with whom the Non-Resident Holder did not deal at arm's length for purposes of the Tax Act, and (C) partnerships in which the Non-Resident Holder or a person described in (B) held a membership interest directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of any class or series of the capital stock of Pivot, and (ii) more than 50% of the fair market value of Pivot Shares at such time was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, "Canadian resource properties" or "timber resource properties" (each as defined in the Tax Act), or an option in respect of, or interests in, or for civil law rights in, any such properties (whether or not such property exists).

Notwithstanding the foregoing, a Pivot Share may be deemed to be "taxable Canadian property" in certain other circumstances (generally where such shares have been acquired on a tax-deferred rollover basis in exchange for another share or shares that constituted "taxable Canadian property" at the time of such exchange). Non-Resident Holders should consult their own tax advisors in this regard.

Even if Pivot Shares are "taxable Canadian property" to a Non-Resident Holder, such Non-Resident Holder may be exempt from Canadian tax on the disposition of such Pivot Shares by virtue of an applicable income tax treaty or convention.

If Pivot Shares are "taxable Canadian property" to a Non-Resident Holder and such Non-Resident Holder is not exempt from Canadian tax in respect of the disposition of such Pivot Shares pursuant to an applicable income tax treaty or convention, the tax consequences as described above under the heading "Holders Resident in Canada - Capital Gains and Capital Losses" will generally apply.

Non-Resident Holders should consult their own tax advisors with respect to whether their Pivot Shares are "taxable Canadian property" and whether any gain realized on the disposition of such Pivot Shares pursuant to the Arrangement may be exempt from Canadian taxation by virtue of a tax treaty or convention.

Dissenting Non-Resident Holders

A Non-Resident Holder who, as a result of the valid exercise of Dissent Rights, disposes of Pivot Shares to Purchaser in consideration for a cash payment pursuant to the Arrangement, will be considered to have disposed of such Non-Resident Holder's Pivot Shares for proceeds of disposition equal to the amount of the cash payment (excluding interest, if any, awarded by a court). Such a disposition will give rise to a capital gain (or capital loss) equal to the amount by which such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Non-Resident Holder's Pivot Shares immediately before the disposition. Any capital gain realized by a dissenting Non-Resident Holder on such a disposition will generally not be subject to tax under the Tax Act unless Pivot Shares constitute "taxable Canadian property" to the Non-Resident Holder and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident, as described above under the heading "Holders Not Resident in Canada - Disposition of Pivot Shares under the Arrangement".

Any interest awarded to a dissenting Non-Resident Holder by a court will not be subject to Canadian withholding tax unless such interest constitutes "participating debt interest" for purposes of the Tax Act.

Dissenting Non-Resident Holders should consult their own tax advisors with respect to the Canadian federal income tax consequences of exercising their Dissent Rights.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes certain U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) who dispose of Pivot Shares under the Arrangement or exercise Dissent Rights pursuant to the Arrangement. This summary is for general information purposes only and does not discuss all aspects of U.S. federal income tax considerations that may apply to a U.S. Holder as a result of the Arrangement. This summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences to such U.S. Holder, including the specific tax consequences to a U.S. Holder under an applicable tax treaty.

There can be no assurance that the IRS will not challenge any of the tax considerations described in this summary, and there can be no assurance that the IRS will not take a contrary position or that any contrary position taken by the IRS will not be sustained by a court. No opinion from U.S. legal counsel or ruling from the IRS has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the Arrangement. Each U.S. Holder should consult its own tax advisor regarding all U.S. federal, U.S. state and local, and non-U.S. tax consequences of the Arrangement.

Scope of this Disclosure

Authorities

This summary is based upon the U.S. Internal Revenue Code (the "U.S. Tax Code"), the U.S. Treasury Regulations, judicial authorities, the United States-Canada Income Tax Convention (1980), as amended (the "Canada-U.S. Tax Treaty"), published positions of the IRS, and other applicable authorities, all as in effect on the date of this Information Circular. Any of the authorities on which this summary is based could be interpreted in a different manner or changed in a material and adverse manner at any time, and any such change could be applied on a retroactive basis. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

Tax Laws Not Addressed

This summary addresses only certain considerations arising under U.S. federal income tax law, and it does not address any other federal tax considerations or any tax considerations arising under the laws of any state, locality or non-U.S. taxing jurisdiction. Thus, this summary does not address the alternative minimum tax, the net investment income tax, estate and gift taxes, U.S. state and local taxes, or non-U.S. tax consequences to U.S. Holders of the Arrangement. Except as specifically set forth below, this summary does not discuss any income tax reporting requirements.

Transactions Not Addressed

Unless otherwise noted, this summary does not address the U.S. federal income tax consequences of transactions effected prior or subsequent to, or concurrently with the Arrangement (whether or not any such transactions are undertaken in connection with the Arrangement), including, without limitation: (i) any vesting, conversion, assumption, disposition, exercise, exchange, or other transaction involving deferred share units, restricted share units, options to acquire Pivot Shares, or any rights to acquire Pivot Shares; and (ii) any transaction, other than the Arrangement.

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary is of a general nature only and does not address all of the U.S. federal income tax considerations that may be relevant to a U.S. Holder in light of such U.S. Holder's circumstances. In particular, this discussion does not address the U.S. federal income tax considerations of the Arrangement to U.S. Holders that are subject to special provisions under the U.S. Tax Code, including (except as otherwise specifically noted):

x U.S. Holders that do not hold Pivot Shares as "capital assets" within the meaning of Section 1221 of the U.S. Tax Code (generally, property held for investment purposes);
x securities or foreign currency broker-dealers;
x persons that hold Pivot Shares as part of a straddle, hedging, conversion, constructive sale, integrated financial transaction, or other risk-reduction transaction;
x U.S. Holders whose "functional currency" is not the U.S. dollar;
x U.S. expatriates or former long-term residents of the United States;
x persons that hold Pivot Shares through an entity, including a corporation or partnership or other pass-through entity;
x partnerships or other pass-through entities;
x a "controlled foreign corporation," "passive foreign investment company" or corporation that accumulates earnings to avoid U.S. federal income tax;
x regulated investment companies or real estate investment trusts;
x banks, thrifts, mutual funds, underwriters, or other financial institutions;
x insurance companies;
x traders in securities that have elected to apply a mark-to-market method of accounting;
x tax-exempt organizations, qualified retirement plans, individual retirements accounts, pension funds, or other tax-deferred accounts;
x holders who received their shares through the exercise of employee stock options, as compensation for services, or through a tax-qualified retirement plan;
x persons that own, or have owned, directly, indirectly or by attribution, 5% or more of the total combined voting power or value of all Pivot Shares or who will own immediately following the Arrangement, directly, indirectly or by attribution, 5% or more of Purchaser;
x holders other than U.S. Holders; and

x holders who acquired interests by gift or inheritance.

This summary also does not address the U.S. federal income tax considerations applicable to U.S. Holders who are: (i) persons that have been, are, or will be a resident, or deemed to be a resident, in Canada for purposes of the Tax Act; (ii) persons that use or hold, will use or hold, or that are or will be deemed to use or hold Pivot Shares in connection with carrying on a business in Canada; or (iii) persons that have a permanent establishment in Canada for purposes of the Canada-U.S. Tax Treaty.

If a partnership or other entity classified as a partnership for U.S. federal income tax purposes is a beneficial owner of Pivot Shares, the tax treatment of a partner of such partnership generally will depend upon the status of such partner and the activities of the partnership. Partners of partnerships holding Pivot Shares are urged to consult their own tax advisers regarding the specific tax consequences of the Arrangement.

U.S. Holders

For purposes of this summary, a "U.S. Holder" means a beneficial owner of Pivot Shares participating in the Arrangement or exercising Dissent Rights pursuant to the Arrangement, who is for U.S. federal income tax purposes:

x an individual who is a citizen or resident of the United States;
x a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Colombia;
x an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
x a trust that (i) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person or (ii) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons (within the meaning of Section 7701(a)(30) of the U.S. Tax Code).

Pivot Shareholders are urged to consult their own tax advisers regarding the U.S. federal tax consequences of the Arrangement in light of their particular circumstances, as well as the tax consequences under U.S. state, U.S. local, and non-U.S. tax law and the possible effect of changes in tax law.

Material U.S. Federal Income Tax Consequences

Upon a disposition of Pivot Shares pursuant to the Arrangement, a U.S. Holder should recognize gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received (expressed in U.S. dollars) and (ii) such U.S. Holder's adjusted tax basis (expressed in U.S. dollars) in the Pivot Shares sold. A U.S. Holder's adjusted tax basis in a share will generally be equal to the amount the U.S. Holder paid for the share. Subject to the discussion below regarding the treatment of Pivot as a Passive Foreign Investment Company ("PFIC"), any gain or loss recognized by a U.S. Holder in the Arrangement will be long term capital gain or loss if the U.S. Holder's holding period for such Pivot Shares is more than one year as of the Effective Date. Preferential tax rates for long term capital gains are generally applicable to a U.S. Holder that is an individual, estate, or trust. Deductions for capital losses are subject to significant limitations.

A non-U.S. corporation generally will be a PFIC if, for a taxable year (a) 75% or more of the gross income of such corporation (including for this purpose, a proportionate amount of the gross income of subsidiaries in which the non-U.S. corporation holds a 25% or greater interest) for such taxable year consists of specified types of passive income or (b) on average, 50% or more of the assets held by such corporation (including for this purpose, a proportionate share of the assets held by subsidiaries in which the non-U.S. corporation holds a 25% or greater interest) either produce passive income or are held for the production of passive income, based on (i) the fair market value of such assets or (ii) if such non-U.S. corporation is not publicly traded and either is a "controlled foreign corporation" under Section 957(a) of the Code, or makes an election to determine whether it is a PFIC based on the adjusted basis of the assets, the adjusted basis of such assets for U.S. federal income tax purposes. If it is determined that Pivot was a PFIC for any year during a U.S. Holder's holding period in its Pivot Shares, the transaction contemplated herein may result in the application of certain adverse tax rules in respect of the Arrangement to a U.S. Holder including, but not limited to: (a) any gain resulting from the Arrangement being fully taxable at ordinary income, rather than capital gain, tax rates; and (b) an interest charge being imposed on the amount of the gain treated as being deferred under the PFIC rules. Because substantially more than 75% of Pivot's gross income and that of the subsidiaries in which it held a 25% or greater interest has been derived from active business operations and because neither Pivot nor such subsidiaries have owned any substantial investment assets (including for this purpose, any less-than 25% stock interest in any corporation), we believe that Pivot was not a PFIC for any of its 2011-2019 years. For the same reasons, we do not expect that Pivot will be a PFIC for its 2020 taxable year, but whether Pivot is a PFIC for that year cannot be determined until after the close of the year.

Each U.S. Holder is urged to consult its own tax advisor regarding all aspects of the PFIC rules and their potential applicability to the Arrangement.

Additional U.S. Federal Tax Considerations

Foreign Tax Credit

A U.S. Holder that pays (whether directly or through withholding) non-U.S. income tax in connection with the Arrangement may be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such non-U.S. income tax paid. Subject to certain limitations, a credit will generally reduce a U.S. Holder's U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder's income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all creditable non-U.S. taxes paid (whether directly or through withholding) by a U.S. Holder during a tax year.

Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder's U.S. federal income tax liability that such U.S. Holder's "foreign source" taxable income bears to such U.S. Holder's worldwide taxable income. In applying this limitation, a U.S. Holder's various items of income and deduction must be classified, under complex rules, as either "foreign source" or "U.S. source". Generally, gains recognized on the sale of stock of a non-U.S. corporation by a U.S. Holder should be treated as U.S. source for this purpose, except as otherwise provided in an applicable income tax treaty, and if an election is properly made under the U.S. Tax Code. The foreign tax credit rules are complex, and each U.S. Holder is urged to consult its own tax advisor regarding the foreign tax credit rules.

Foreign Currency Considerations

The amount of any proceeds paid in non-U.S. currency to a U.S. Holder in connection with the sale, exchange, or other taxable disposition of Pivot Shares, or any Canadian dollars received in connection with the Arrangement, will generally be included in the gross income of a U.S. Holder as translated into U.S. dollars calculated by reference to the exchange rate prevailing on the date of actual or constructive receipt of such amount, regardless of whether the Canadian dollars (or other non-U.S. currency) are converted into U.S. dollars at that time. If the Canadian dollars (or other non-U.S. currency) received are not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a basis in the Canadian dollars or other non-U.S. currency equal to the U.S. dollar value thereof on the date of receipt. Any U.S. Holder that receives payment in Canadian dollars or other non-U.S. currency and engages in a subsequent conversion or other disposition of the Canadian dollars or other non-U.S. currency may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally would be U.S.-source income or loss for foreign tax credit purposes. Different rules apply to U.S. Holders that use the accrual method for income tax purposes. Each U.S. Holder is urged to consult its own tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of Canadian dollars or other non-U.S. currency.

Information Reporting, Backup Withholding, and Other Reporting Requirements

Payments of proceeds on the disposition of Pivot Shares, by a U.S. paying agent or other U.S. intermediary will be reported to the IRS and to the U.S. Holder as may be required under applicable regulations. Backup withholding may apply to these payments if the U.S. Holder fails to comply with applicable certification requirements. Certain U.S. Holders are not subject to backup withholding. U.S. Holders should consult their tax advisers as to their qualification for exemption from backup withholding and the procedure for obtaining an exemption.

THE FOREGOING DISCUSSION IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES ARISING FROM THE RECEIPT OF CONSIDERATION PURSUANT TO THE ARRANGEMENT. U.S. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES APPLICABLE TO THEIR PARTICULAR CIRCUMSTANCES, INCLUDING U.S. FEDERAL, STATE, FOREIGN, LOCAL OR ANY OTHER TAX LAWS, OR UNDER ANY APPLICABLE INCOME TAX TREATY.

RISK FACTORS

In evaluating the Arrangement, Pivot Shareholders should carefully consider the following risk factors relating to the Arrangement before making a decision regarding approving the Arrangement Resolution. These risk factors are not a definitive list of all risk factors associated with the Arrangement. Additional risks and uncertainties, including those currently unknown to, or considered immaterial by, Pivot may also adversely affect the Arrangement. In addition to the risk factors described elsewhere in this Information Circular.

Risk Factors Related to the Arrangement

Risk of non-completion of the Arrangement

There are risks to Pivot regarding non-completion of the Arrangement, including the costs to Pivot incurred in pursuing the Arrangement, the consequences and opportunity costs of the suspension of strategic pursuits of Pivot in accordance with the terms of the Arrangement Agreement and the risks associated with the temporary diversion of Pivot management's attention from the conduct of the Pivot's business in the ordinary course. If the Arrangement is not completed, the market price of Pivot Shares may be materially adversely affected. In addition, if the Arrangement is not completed for any reason, there are risks that the announcement of the Arrangement and the dedication of substantial resources of Pivot to the completion thereof could have a negative impact on Pivot's current business relationships and could have a material adverse effect on the current and future operations, financial conditions and prospects of Pivot. If the Arrangement is not consummated, including where the Pivot Board decides to seek an alternative transaction, there can be no assurance that Pivot will be able to find a party willing to pay an equivalent or more attractive price than the Consideration to be paid under the Arrangement, or that Pivot Shareholders would be able to receive cash or other consideration for their Pivot Shares equal to or greater than the Consideration payable under the Arrangement in any other future transaction that Pivot may effect.

Conditions precedent to the completion of the Arrangement

Completion of the Arrangement is subject to a number of conditions precedent, some of which are outside of Pivot's control, including, without limitation, the requisite approval of Pivot Shareholders, the receipt of the Final Order, there being no applicable Laws in effect that make the consummation of the Arrangement illegal or otherwise prohibits or enjoins Pivot or the Purchaser from consummating the Arrangement and Dissent Rights not being exercised with respect to more than 5% of the issued and outstanding Pivot Shares. In addition, completion of the Arrangement by Purchaser is conditional on, among other things, there having not occurred any Material Adverse Effect. There can be no certainty, nor can Pivot or Purchaser provide any assurance, that all conditions precedent to the Arrangement will be satisfied or waived, or, if satisfied or waived, when they will be satisfied or waived, and as such, completion of the Arrangement is uncertain. See "The Arrangement Agreement – Conditions Precedent to the Arrangement".

Termination of the Arrangement Agreement

Under the Arrangement, Pivot and Purchaser have the right, in certain circumstances, in addition to termination rights relating to the failure to satisfy the conditions precedent, to terminate the Arrangement Agreement. Accordingly, there can be no certainty, nor can Pivot provide any assurance, that the Arrangement Agreement will not be terminated prior to the completion of the Arrangement. Failure to complete the Arrangement could negatively impact the trading price of the Pivot Shares or otherwise adversely affect the business of Pivot and could make Pivot liable to pay the Company Termination Amount on the occurrence of a Company Termination Amount Event. See "The Arrangement Agreement – Termination of the Arrangement Agreement".

Restrictions on Pivot's ability to take certain actions

While the Arrangement is pending, Pivot is restricted, without the consent of Purchaser, from taking specified actions outside of the usual, regular and ordinary course of business consistent with past practice and in material compliance with applicable Laws, until the Arrangement is completed. These restrictions may delay or prevent Pivot from pursuing attractive business opportunities that may arise prior to completion of the Arrangement. In addition, while the terms of the Arrangement Agreement permit Pivot to consider other proposals, the Arrangement Agreement restricts Pivot from soliciting third parties to make an Acquisition Proposal. Further, the Arrangement Agreement requires that in order to constitute a Superior Proposal, among other conditions, such Acquisition Proposal must result in a transaction more favourable from a financial point of view to Pivot Shareholders than the Arrangement. See "The Arrangement Agreement – Additional Covenants Regarding Non-Solicitation".

The Company Termination Amount may discourage other parties from proposing a significant business transaction with Pivot or acquiring Pivot

Pursuant to the Arrangement Agreement, Pivot is required to pay Purchaser the Company Termination Amount following the occurrence of a Company Termination Amount Event, including a Superior Proposal. The Company Termination Amount may discourage other parties from proposing a significant business transaction with Pivot or attempting to acquire Pivot. See "The Arrangement Agreement – Termination of the Arrangement Agreement".

No continued benefit of Pivot Share ownership

The Arrangement will result in all of Pivot Shares being redeemed upon consummation thereof and Pivot no longer existing as a publicly-traded issuer and, as such, Pivot Shareholders will not benefit from any appreciation in the value of, or distributions on, their Pivot Shares after the completion of the Arrangement.

Risk Factors Related to the Business of Pivot

Whether or not the Arrangement is completed, Pivot will continue to face many of the risks that it currently faces with respect to its business and affairs. A description of the risk factors applicable to Pivot is contained under the heading "Risks and Uncertainties" section of Pivot's Management's Discussion and Analysis for the year ended December 31, 2019 and in Pivot's other filings available under Pivot's profile on SEDAR at www.sedar.com.

DISSENT RIGHTS

Registered Pivot Shareholders as of the Record Date have been provided with the right to dissent in respect of the Arrangement Resolution in the manner provided in section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement (the "Dissent Rights").

The following description of the Dissent Rights is not a comprehensive statement of the procedures to be followed by a Dissenting Holder who seeks payment of the fair value of its Dissent Shares and is qualified in its entirety by the reference to the full text of Section 185 of the OBCA, which is attached to this Information Circular as Appendix "B", as modified by the Interim Order, which is attached to this Information Circular as Appendix "E" and the Plan of Arrangement which is attached to this Information Circular as Appendix "C". A Dissenting Holder who intends to exercise Dissent Rights should carefully consider and comply with the provisions of Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement. Failure to comply strictly with the provisions of Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement, and to adhere to the procedures established therein may result in the loss of all rights thereunder. It is a condition to completion of the Arrangement in favour of the Purchaser that Dissent Rights shall not have been exercised in respect of more than 5% of the issued and outstanding Pivot Shares.

The Court hearing the application for the Final Order has the discretion to alter the Dissent Rights described herein based on the evidence presented at such hearing.

Dissenting Holders who duly exercise their Dissent Rights will be deemed to have transferred the Pivot Shares held by them and in respect of such Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 3.1(b)(ii) of the Plan of Arrangement, and if they:

x ultimately are entitled to be paid fair value for such Pivot Shares: (i) will be deemed not to have participated in the transactions in Article 3 of the Plan of Arrangement (other than Section 3.1(b)(ii) of the Plan of Arrangement); (ii) will be entitled to be paid the fair value of such Pivot Shares by the Purchaser, which fair value will be determined as of the close of business on the day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Pivot Shares; or
x ultimately are not entitled, for any reason, to be paid fair value for such Pivot Shares, will be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Pivot Shares and will be entitled to receive only the Consideration contemplated by Section 3.1(b)

of the Plan of Arrangement that such Dissenting Holder would have received pursuant to the Arrangement if such Dissenting Holder had not exercised its Dissent Rights.

In no circumstances will the Parent, the Purchaser, Pivot or any other person be required to recognize a person exercising Dissent Rights unless such person is the registered holder of those Pivot Shares in respect of which such rights are sought to be exercised.

For greater certainty, in no case will the Parent, the Purchaser, Pivot, the Depositary, the registrar and transfer agent in respect of the Pivot Shares, or any other person be required to recognize Dissenting Holders as holders of Pivot Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 3.1(b)(ii) of the Plan of Arrangement, and the names of such Dissenting Holders will be removed from the registers of holders of the Pivot Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 3.1(b)(ii) of the Plan of Arrangement occurs. In addition to any other restrictions under Section 185 of the OBCA, none of the following will be entitled to exercise Dissent Rights: (i) holders of Pivot Options and Pivot RSUs (collectively, the "Incentive Securities"); and (ii) Pivot Shareholders who vote or have instructed a proxyholder to vote such Pivot Shares in favour of the Arrangement Resolution (but only in respect of such Pivot Shares).

Section 185 of the OBCA provides that a Dissenting Holder may only make a claim under that section with respect to all of the Pivot Shares held by the Dissenting Holder on behalf of any one beneficial owner and registered in the Dissenting Holder's name. One consequence of this provision is that a Registered Pivot Shareholder may exercise Dissent Rights only in respect of Pivot Shares that are registered in that Registered Pivot Shareholder's name.

In many cases, Pivot Shares beneficially owned by a Beneficial Pivot Shareholder are registered either: (i) in the name of an Intermediary; or (ii) in the name of a clearing agency (such as CDS) of which the Intermediary is a participant. Accordingly, a Beneficial Pivot Shareholder will not be entitled to exercise its Dissent Rights directly (unless the Pivot Shares are re-registered in the Beneficial Pivot Shareholder's name). A Beneficial Pivot Shareholder who wishes to exercise Dissent Rights should immediately contact the Intermediary with whom the Beneficial Pivot Shareholder deals in respect of its Pivot Shares and either: (a) instruct the Intermediary to exercise Dissent Rights on the Beneficial Pivot Shareholder's behalf (which, if the Pivot Shares are registered in the name of CDS or other clearing agency, may require that such Pivot Shares first be re-registered in the name of the Intermediary), or (b) instruct the Intermediary to re-register such Pivot Shares in the name of the Beneficial Pivot Shareholder, in which case the Beneficial Pivot Shareholder would be able to exercise Dissent Rights directly.

A Registered Pivot Shareholder as of the Record Date who wishes to dissent must send a written Dissent Notice in the form required by Section 185 of the OBCA, objecting to the Arrangement Resolution to Pivot at 55 Renfrew Drive, Suite 200, Markham, ON L3R 8H3, Attention: Corporate Secretary, which must be received by Pivot at or before 5:00 p.m. (Toronto time) on October 21, 2020, being two Business Days immediately preceding the Meeting (or, if the Meeting is postponed or adjourned, two Business Days immediately preceding the date of the postponed or adjourned Meeting). The Dissent Notice must set out the number of Pivot Shares held by the Dissenting Holder.

The delivery of a Dissent Notice does not deprive a Registered Pivot Shareholder of its right to vote at the Meeting; however, a vote in favour of the Arrangement Resolution, whether in person or by proxy, may result in a loss of the right to dissent. A vote against the Arrangement Resolution, whether in person or by proxy or an abstention from voting, does not constitute a Dissent Notice. Similarly, the revocation of proxy conferring authority on the proxy holder to vote in favour of the Arrangement Resolution does not constitute a Dissent Notice in respect of the Arrangement Resolution, but any such proxy granted by a Registered Pivot Shareholder who intends to dissent, other than a proxy that instructs the proxyholder to vote against the Arrangement Resolution, should be validly revoked in order to prevent the proxy holder from voting such Pivot Shares in favour of the Arrangement Resolution and thereby causing the Registered Pivot Shareholder to forfeit his or her Dissent Rights. However, a Registered Pivot Shareholder may vote as a proxy holder for another Registered Pivot Shareholder whose proxy requires an affirmative vote, without affecting the right of the proxy holder to exercise Dissent Rights in respect of the proxy holder's Dissent Shares.

If the Arrangement Resolution is passed at the Meeting or at an adjournment or postponement thereof, Pivot is required to deliver to each Dissenting Holder, within ten days after the approval of the Arrangement Resolution, a notice stating that the Arrangement Resolution has been adopted (the "Notice of Resolution"). A Notice of Resolution is not required to be sent to any Dissenting Holder who voted in favour of the Arrangement Resolution or who has withdrawn their Dissent Notice. A Dissenting Holder then has 20 days after receipt of the Notice of Resolution or, if the Dissenting Holder does not receive a Notice of Resolution, within 20 days after learning that the Arrangement Resolution has been adopted, to send to Pivot a written notice (a "Demand Notice") containing the Dissenting Holder's name and address, the number of Pivot Shares in respect of which it dissents and a demand for payment of the fair value of such Dissent Shares. If a Dissent Right is being exercised by someone other than the beneficial owner of Pivot Shares, this Demand Notice must be signed by such beneficial owner. A Dissenting Holder must within 30 days after sending the Demand Notice, send the certificates representing the Pivot Shares in respect of which it is dissenting to Pivot or the transfer agent.

After sending a Demand Notice, a Dissenting Holder ceases to have any rights as a Pivot Shareholder in respect of its Dissent Shares other than the right to be paid the fair value of the Dissent Shares held by such Dissenting Holder, except where: (a) a Dissenting Holder withdraws its Dissent Notice before the Purchaser makes an Offer to Pay (as hereinafter defined); or (b) the Purchaser fails to make an Offer to Pay and a Dissenting Holder withdraws the Demand Notice, in which case a Dissenting Holder's rights as a Pivot Shareholder will be reinstated as of the date of the Demand Notice.

Pivot will, not later than seven days after the later of the date on which the Arrangement becomes effective or the date Pivot receives a Demand Notice, send to each Dissenting Holder a written offer (the "Offer to Pay") to pay for the Dissent Shares in an amount considered by the Pivot Board to be the fair value for its Dissent Shares, accompanied by a statement and showing how the fair value was determined. Every Offer to Pay will be on the same terms. Dissenting Holders who accept the Offer to Pay will, unless such payments are prohibited by the OBCA, be paid within ten days of acceptance, but any Offer to Pay lapses if Pivot does not receive an acceptance thereof within 30 days after the date on which the Offer to Pay was made.

If Pivot fails to make the Offer to Pay, or a Dissenting Holder fails to accept the Offer to Pay, Pivot may, within 50 days after the Effective Date or within such further period as the Court may allow, apply to the Court to fix a fair value for the Dissent Shares of any Dissenting Holder. Upon any such application by Pivot, Pivot will notify each affected Dissenting Holder of the date, place and consequences of the application and of their right to appear and be heard in person or by counsel. If Pivot fails to make such an application, a Dissenting Holder has the right to so apply within a further period of 20 days or within such further period as the Court may allow. All Dissenting Holders whose Dissent Shares have not been purchased by Purchaser will be joined as parties to the application and will be bound by the decision of the Court. The Court may determine whether any other person is a Dissenting Holder who should be joined as a party and the Court will fix a fair value for the Dissent Shares of all Dissenting Holders. The final order of a Court will be rendered against the Purchaser in favour of each Dissenting Holder for the amount of the fair value of its Dissent Shares as fixed by the Court. The Court may, in its discretion, allow a reasonable rate of interest on the amount payable to each Dissenting Holder from the Effective Date until the date of payment.

If a Dissenting Holder fails to strictly comply with the requirements of the Dissent Rights set out in Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement, it will lose its Dissent Rights, and if the Arrangement is completed, that Dissenting Holder will be deemed to have participated in the Arrangement on the same terms as a non-dissenting Registered Pivot Shareholder. If a Dissenting Holder strictly complies with the foregoing requirements of the Dissent Rights, but the Arrangement is not completed, Pivot will return to the Dissenting Holder the certificates delivered to Pivot by the Dissenting Holder, if any.

Pivot Shareholders who are considering exercising Dissent Rights should be aware that there can be no assurance that the fair value of their Dissent Shares as determined under applicable provisions of the OBCA, as modified by the Interim Order and the Plan of Arrangement, will be more than or equal to the Consideration under the Arrangement. In addition, any judicial determination of fair value will result in delay in a Dissenting Holder receiving the Consideration for the Dissent Shares.

If the aggregate number Pivot Shares in respect of which Registered Pivot Shareholders have duly and validly exercised Dissent Rights exceeds 5% of Pivot Shares, then Purchaser is entitled, in its discretion, to terminate the Arrangement Agreement and not complete the Arrangement. See "The Arrangement Agreement - Conditions Precedent to the Arrangement - Additional Conditions in Favour of Purchaser".

The foregoing is only a summary of the provisions of the OBCA regarding the rights of Dissenting Holders (as modified by the Plan of Arrangement and the Interim Order), which are technical and complex. Pivot Shareholders are urged to review a complete copy of section 185 of the OBCA, attached as Appendix "B" to this Information Circular, and those Pivot Shareholders who wish to exercise Dissent Rights are also advised to seek legal advice, as failure to comply strictly with the provisions of the OBCA, as modified by the Plan of Arrangement and the Interim Order, may result in the loss or unavailability of their Dissent Rights.

INDEBTEDNESS TO AND BY DIRECTORS AND EXECUTIVE OFFICERS

No individual who is, or at any time during the most recent completed fiscal year of Pivot was, a director or officer of Pivot, a proposed nominee for election as a director of Pivot, or any associate of any one of the foregoing persons is, or at any time since the beginning of the most recent completed fiscal year of Pivot has been, indebted to Pivot or any of its Subsidiaries (other than in respect of amounts which constitute routine indebtedness) or was indebted to another entity, where such indebtedness is, or was at any time during the most recent completed fiscal year of Pivot, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Pivot or any of its Subsidiaries. For the purposes of this paragraph, "support agreement" includes, but is not limited to, an agreement to provide assistance in the maintenance or servicing of any indebtedness and an agreement to provide compensation for the purpose of maintaining or servicing any indebtedness of the borrower.

LEGAL MATTERS

Certain Canadian legal matters in connection with the Arrangement will be passed upon by Borden Ladner Gervais LLP on behalf of Pivot.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed in this Information Circular, since December 31, 2019, no insider of Pivot, director or associate or affiliate of any insider or director of Pivot, has or had any material interest, direct or indirect, in any transaction or proposed transaction which has materially affected or could materially affect Pivot or any Subsidiary.

MANAGEMENT CONTRACTS

No management functions of Pivot and its Subsidiaries are performed to any substantial degree by persons other than the directors and executive officers of Pivot or its Subsidiaries.

AUDITOR, TRANSFER AGENT AND REGISTRAR

The independent auditors of Pivot are Ernst & Young LLP, Chartered Accountants, located in Toronto, Ontario. The transfer agent and registrar for Pivot Shares is Computershare Investor Services Inc.

ADDITIONAL INFORMATION

Additional information relating to Pivot is available on SEDAR (www.sedar.com) under Pivot's issuer profile. Financial information concerning Pivot's most recently completed financial year is provided in the comparative financial statements for the years ended December 31, 2019 and 2018 and for the six months ended June 30, 2020 and the related management's discussion and analysis. Copies of the above and other disclosure documents of Pivot may also be obtained at no cost by sending a request to Pivot Technology Solutions, Inc., 55 Renfrew Drive, Suite 200, Markham, ON L3R 8H3 or by calling 1-866-477-6797.

OTHER MATTERS

Management of Pivot is not aware of any other matters to come before the Meeting other than as set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, then it is the intention of the persons named in the enclosed form of proxy to vote Pivot Shares represented thereby in accordance with their best judgment on such matter.

BOARD APPROVAL

The contents and the sending of this Information Circular, including the Notice of Meeting, to Pivot Shareholders, directors and the auditors of Pivot have been approved by the Pivot Board.

DATED September 23, 2020

BY ORDER OF THE BOARD OF DIRECTORS OF PIVOT TECHNOLOGY SOLUTIONS, INC.

(signed) "Matthew R. Girardot"

Matthew R. Girardot Chief Legal Officer and Corporate Secretary

GLOSSARY OF DEFINED TERMS

The following terms used in this Information Circular have the meanings set forth below.

"Acceptable Confidentiality Agreement" has the meaning ascribed thereto under the heading "The Arrangement Agreement – Additional Covenants Regarding Non-Solicitation – Responding to an Acquisition Proposal".

"Acquisition Proposal" means, other than the transactions contemplated by the Arrangement Agreement and other than any transaction involving only Pivot and/or one or more of its wholly-owned Subsidiaries, any offer or proposal from any person or group of persons other than the Purchaser (or an affiliate of the Purchaser or any person acting jointly or in concert with the Purchaser) after the date of the Arrangement Agreement, whether written or oral, relating to: (i) any sale or disposition (or any lease, license or other arrangement having the same economic effect as a sale or disposition), direct or indirect, through one or more related transactions of (A) assets representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated annual revenue of Pivot and its Subsidiaries, or (B) 20% or more of the voting or equity securities (or rights or interests in such voting or equity securities) of Pivot or any of its Subsidiaries whose assets or revenues, individually or in the aggregate, represent 20% or more of the consolidated assets or contribute 20% or more of the consolidated annual revenue of Pivot and its Subsidiaries; (ii) any take-over bid, tender offer, exchange offer or other similar transaction that, if consummated, would result in a person or group of persons beneficially owning 20% or more of any class of voting or equity securities of Pivot or any of its Subsidiaries whose assets or revenues, individually or in the aggregate, represent 20% or more of the consolidated assets or contribute 20% or more of the consolidated annual revenue of Pivot and its Subsidiaries; or (iii) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, or other similar transaction or series of related transactions involving Pivot or any of its Subsidiaries whose assets or revenues, individually or in the aggregate, represent 20% or more of the consolidated assets or contribute 20% or more of the consolidated annual revenue of Pivot and its Subsidiaries.

"affiliate" has the meaning ascribed thereto in National Instrument 45-106 – Prospectus Exemptions.

"Amalco" has the meaning ascribed thereto under the heading "The Arrangement – Description of the Arrangement".

"Arrangement" means an arrangement under Section 182 of the OBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Arrangement Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of Pivot and the Purchaser, each acting reasonably.

"Arrangement Agreement" means the arrangement agreement dated as of September 8, 2020, among Pivot, the Purchaser and the Parent, as may be amended, modified or supplemented from time to time in accordance with its terms.

"Arrangement Resolution" means the special resolution approving the Plan of Arrangement to be considered at the Meeting by Pivot Shareholders, substantially in the form set out in Appendix "A" hereto.

"Articles of Arrangement" means the articles of arrangement of Pivot in respect of the Arrangement required by the OBCA to be sent to the Director after the Final Order is made, which will include the Plan of Arrangement and otherwise be in a form and content satisfactory to Pivot and the Purchaser, each acting reasonably.

"Authorization" means with respect to any person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Entity having jurisdiction over the Person, whether by expiry or termination of an applicable waiting period or otherwise, that is binding upon or applicable to such Person, or its business, assets or securities.

"Beneficial Pivot Shareholder" means a non-registered holder of Pivot Shares.

"Broadridge" has the meaning ascribed thereto under the heading "Information for Beneficial Pivot Shareholders".

"Business Day" means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario or London, United Kingdom.

"Canada-U.S. Tax Treaty" has the meaning ascribed thereto under the heading "Certain United States Federal Income Tax Considerations".

"CDS" means CDS Clearing and Depository Services Inc.

"Certificate of Arrangement" means the certificate of arrangement to be issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Articles of Arrangement.

"Change in Recommendation" has the meaning ascribed thereto under the heading "The Arrangement Agreement - Termination of the Arrangement Agreement".

"Closing" means the completion of the Arrangement.

"Collective Agreements" means all collective bargaining agreements binding as at the date of the Arrangement Agreement on Pivot and all related letters or memoranda of understanding to the collective bargaining agreements binding as at the date of the Arrangement Agreement on Pivot which impose collective bargaining obligations upon Pivot or any of its Subsidiaries.

"Company Termination Amount" has the meaning ascribed thereto under the heading "The Arrangement Agreement – Termination of the Arrangement Agreement – Company Termination Amount".

"Company Termination Amount Event" has the meaning ascribed thereto under the heading "The Arrangement Agreement – Termination of the Arrangement Agreement – Company Termination Amount".

"Competition Act" means the Competition Act (Canada).

"Computershare" means Computershare Investor Services Inc.

"Confidentiality Agreement" has the meaning ascribed thereto under the heading "The Arrangement – Background to the Arrangement".

"Consideration" means cash consideration of \$2.60 per Pivot Share.

"Contemplated Reorganization Transaction" has the meaning ascribed thereto under the heading "The Arrangement Agreement – Covenants – Cooperation Regarding Reorganization".

"Court" means the Superior Court of Justice (Ontario) Commercial List, or other court as applicable.

"COVID-19 Measures" has the meaning ascribed thereto under the heading "The Arrangement Agreement – Covenants – Conduct of Business of Pivot".

"CRA" means the Canada Revenue Agency.

"Credit Agreement" means the credit agreement dated September 31, 2015 among Pivot, Pivot Acquisition Corporation, Pivot Shared Services Limited, and other loan parties from time to time party thereto, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A.

"Demand Notice" has the meaning ascribed thereto under the heading "Dissent Rights".

"Depositary" means Computershare Trust Company of Canada, which has been jointly appointed as depositary by the Purchaser and Pivot for the purpose of, among other things, exchanging Pivot Share Certificates for the Consideration issuable in connection with the Arrangement.

"Director" has the meaning specified in section 1(1) of the OBCA.

"Dissent Notice" means a validly delivered and written objection to the Arrangement Resolution by a Registered Pivot Shareholder in accordance with the Dissent Rights and as more particularly ascribed thereto under the heading "Dissent Rights".

"Dissent Rights" has the meaning ascribed thereto under the heading "Dissent Rights".

"Dissent Shares" means Pivot Shares held by a Dissenting Holder and in respect of which the Dissenting Holder has validly exercised Dissent Rights.

"Dissenting Holder" means a registered Pivot Shareholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Pivot Shares in respect of which Dissent Rights are validly exercised by such registered Pivot Shareholder.

"DRS Advice" means a direct registration system advice.

"Effective Date" means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

"Effective Time" means 12:01 a.m. (Toronto time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

"Employee Plans" means all health, dental or other medical, life, disability or other insurance (whether insured or self-insured), welfare, mortgage insurance, employee loan, employee assistance, supplemental unemployment benefit, bonus, profit sharing, option, incentive, incentive compensation, deferred compensation, share purchase, share or share-based compensation, share appreciation, pension, retirement, post-employment, savings, supplemental retirement, severance or termination pay (other than statutory severance or statutory severance pay), and any other similar employee benefit plans, programs, practices, policies, agreements, arrangements or undertakings (whether written or unwritten) provided for the benefit of employees, former employees, directors or former directors of Pivot or its Subsidiaries, or their respective dependents or beneficiaries, which are maintained by or binding upon Pivot or its Subsidiaries, or in respect of which Pivot or its Subsidiaries has any actual, contingent or inchoate liability, but shall not include benefit plans that Pivot or its Subsidiaries are required by any domestic or foreign statute to participate in or contribute to such as the Canada Pension Plan, any health or drug plan established and administered by a province or territory of Canada and workers' compensation insurance provided by federal, provincial or territorial Laws or a comparable program established and administered outside Canada.

"Fairness Opinion" means the opinion of Raymond James to the effect that, as of the date of the Arrangement Agreement, the Consideration to be received by Pivot Shareholders is fair, from a financial point of view, to such holders.

"Final Order" means the order of the Court approving the Arrangement, as such order may be amended by the Court (with the consent of each of the Parties, acting reasonably) at any time prior to the Effective Date or as such order may be affirmed or amended on appeal (provided that any such amendment is satisfactory to each of the Parties, acting reasonably).

"Former Pivot Optionholders" means, at and following the Effective Time, the holders of Pivot Options immediately prior to the Effective Time.

"Former Pivot RSU Holders" means, at and following the Effective Time, the holders of Pivot RSUs immediately prior to the Effective Time.

"Former Pivot Shareholders" means, at and following the Effective Time, the holders of Pivot Shares immediately prior to the Effective Time.

"Governmental Entity" means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, minister, ministry, governor in council, cabinet, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange.

"IFRS" means generally accepted accounting principles as set out in the CPA Canada Handbook – Accounting for an entity that prepares its financial statements in accordance with International Financial Reporting Standards, at the relevant time, applied on a consistent basis.

"Information Circular" means the Notice of Meeting to be sent to Pivot Shareholders in connection with the Meeting, together with this management information circular, including all schedules, appendices and exhibits hereto, as amended, supplemented or otherwise modified from time to time.

"Intellectual Property" means all intellectual property and all domestic and foreign intellectual property rights including: (a) inventions, patents, applications for patents and reissues, divisions, continuations, reexaminations, renewals, extensions and continuations-in-part of patents or patent applications; (b) copyrights, copyright registrations and applications for copyright registration and any works of authorship; (c) mask works, mask work registrations and applications for mask work registrations; (d) designs and similar rights, design registrations, design registration applications and integrated circuit topographies and similar rights; (e) trade names, business names, corporate names, domain names, website names and world wide web addresses, social media accounts, common law trade-marks, trade-mark registrations, trade mark applications, trade dress and logos, and the goodwill associated with any of the foregoing; and (f) trade secrets, confidential information and know how.

"Interim Order" means the interim order of the Court providing for, among other things, the calling and holding of Meeting, as such order may be amended by the Court with the consent of Pivot and the Purchaser, each acting reasonably.

"Intermediary" has the meaning ascribed thereto under the heading "Information for Beneficial Pivot Shareholders".

"Law" means, with respect to any person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, award, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated, rendered, issued, ordered or applied by a Governmental Entity that is binding upon or otherwise applicable to such person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise.

"Lesser Consideration" has the meaning ascribed thereto under the heading "The Arrangement Agreement – Termination of the Arrangement Agreement – Company Termination Amount".

"Letter of Transmittal" means the letter of transmittal (printed on yellow paper) that accompanies this Information Circular for use by Registered Pivot Shareholders.

"Liens" means with respect to any property or asset, any mortgage, deed of trust, lien, charge, pledge, encumbrance, hypothec, security interest, prior claim, easement, lease, sublease, license, restriction, right, option, conditional sale or other title retention agreement or other similar adverse claim (statutory or otherwise), in each case, whether contingent or absolute.

"Matching Period" has the meaning ascribed to such term under the heading "The Arrangement Agreement – Additional Covenants Regarding Non-Solicitation – Right to Match".

"Material Adverse Effect" means any change, event, occurrence, effect or circumstance that, individually or in the aggregate, with other such changes, events, occurrences, effects or circumstances, is or could reasonably be expected to have a material and adverse effect on the business, affairs, operations, assets, liabilities, financial condition or results of operations of Pivot and its Subsidiaries taken as a whole, except any such change, event, occurrence, effect or circumstance arising out of, relating to, resulting from or attributable to:

(a) any change, development or condition in or relating to global, national or regional political conditions (including strikes, lockouts, riots or facility takeover for emergency purposes) or in general economic, business, banking, regulatory, currency exchange, interest rate, rates of inflation or market conditions or in national or global financial or capital markets;
(b) any change, development or condition adversely affecting the industry in which Pivot operates;
(c) any change, development or condition resulting from any act of sabotage or terrorism or any outbreak of hostilities or declared or undeclared war, or any escalation or worsening of such acts of sabotage, terrorism, hostilities or war;
(d) any change in applicable generally accepted accounting principles, including IFRS;
(e) any earthquake, flood or other natural disaster or outbreaks or worsening of illness (including COVID-19);
(f) any adoption, proposal, implementation or change in Law or any interpretation, application or nonapplication of any Laws by any Governmental Entity;
(g) any action taken (or omitted to be taken) by Pivot or any of its Subsidiaries which is required to be taken (or omitted to be taken) pursuant to the Arrangement Agreement (other than Section 4.1(1) thereof) or that is consented to by the Parent or the Purchaser in writing;
(h) any matter which has been specifically disclosed by Pivot in the Pivot Disclosure Letter or in the documents publicly filed by or on behalf of Pivot on SEDAR since January 1, 2018 which are publicly available as of the date of the Arrangement Agreement;
(i) any labour strike, dispute, work slowdown or stoppage involving or threatened against Pivot or its Subsidiaries;
(j) the execution, announcement, pendency or performance of the Arrangement Agreement or consummation of the Arrangement;
(k) any change in the market price or trading volume of any securities of Pivot (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a Material Adverse Effect has occurred, provided that such causes are not otherwise excluded from the definition of "Material Adverse Effect"), or any suspension of trading in securities generally on any securities exchange on which any securities of Pivot trade; or
(l) any failure by Pivot or its Subsidiaries to meet any internal, third party or public projections, forecasts, guidance or estimates of revenues or earnings (it being understood that the causes underlying such failure may be taken into account in determining whether a Material Adverse Effect has occurred, provided that such causes are not otherwise excluded from the definition of "Material Adverse Effect");

provided, however, (i) if an effect referred to in clauses (a) through to and including (f) above, has a materially disproportionate effect on Pivot and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries in which Pivot or any of its Subsidiaries operate, such effect may be taken into account in determining whether a Material Adverse Effect has occurred; and (ii) references in certain Sections of the Arrangement Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determining whether a "Material Adverse Effect" has occurred.

"Material Contracts" means (i) any Collective Agreement, (ii) any contract that if terminated or modified or if it ceased to be in effect, could reasonably be expected to have a Material Adverse Effect; (iii) any contract relating directly or indirectly to the guarantee of any liabilities or obligations or to indebtedness for borrowed money if such guarantee of liabilities, obligations or indebtedness is in excess of \$1 million; (iv) any contract under which indebtedness in excess of \$1 million is or may become outstanding, other than any such contract between two or more wholly-owned Subsidiaries of Pivot or between Pivot and one or more of its wholly-owned Subsidiaries; (v) any contract, other than a contract between two or more wholly-owned Subsidiaries of Pivot or between Pivot and one or more of its wholly-owned Subsidiaries, under which Pivot or any of its Subsidiaries is obligated to make or expects to receive payments in excess of \$1 million over the remaining term, provided that if such a contract contemplates services being performed or payment made pursuant to a statement of work, purchase order or similar arrangement, such contract will only be considered a Material Contract if there is a single statement of work, purchase order or similar arrangement pursuant to which Pivot or any of its Subsidiaries is obligated to make or expects to receive payments in excess of \$1 million as of the date of the Arrangement Agreement; (vi) any contract that creates an exclusive dealing arrangement or right of first offer or refusal; (vii) any contract providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset where the purchase or sale price or agreed value or fair market value of such property or asset exceeds \$1 million; (viii) any contract that limits or restricts in any material respect (A) the ability of Pivot or any Subsidiary to engage in any line of business or carry on business in any geographic area, or (B) the scope of persons to whom Pivot or any of its Subsidiaries may sell products, excluding any contracts (other than contracts with a customer of Pivot and its Subsidiaries identified as one of the top 50 customers of Pivot and its Subsidiaries on the list made available to the Purchaser) containing non-solicitation provisions agreed to in the ordinary course under a teaming agreement, referral fee agreement or subcontractor agreement which may restrict the solicitation of certain customers for whom the relationship was brought to Pivot or its Subsidiaries by a third party or jointly developed with a third party; (ix) any contract providing for the establishment, investment in, organization or formation of any joint venture, partnership or other revenue sharing arrangements in which the interest of Pivot or its Subsidiaries has a fair market value which exceeds \$1 million; or (x) any contract which requires Pivot or any of its Subsidiaries to pay an amount to any financial advisor, bank, dealer or broker as a consequence of the consummation of the transactions contemplated hereby.

"Meeting" means the special meeting of Pivot Shareholders, including any adjournment or postponement thereof in accordance with the terms of the Arrangement Agreement, to be called and held on October 23, 2020 at 10:00 a.m. (Toronto time) at https://web.lumiagm.com/227934840 in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in this Information Circular and agreed to in writing by the Purchaser, acting reasonably.

"MI 61-101" means Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

"Non-Resident Holder" has the meaning ascribed thereto under the heading "Certain Canadian Federal Income Tax Considerations".

"Notice of Meeting" means the Notice of Special Meeting of Shareholders of Pivot accompanying this Information Circular.

"Notice of Resolution" has the meaning ascribed thereto under the heading "Dissent Rights".

"OBCA" means the Business Corporations Act (Ontario).

"Offer to Pay" has the meaning ascribed thereto under the heading "Dissent Rights".

"Outside Date" means December 31, 2020, or such later date as may be agreed to in writing by the Parties.

"Parent or Computacenter" means Computacenter plc, a public limited company incorporated under the laws of England and Wales.

"Parties" means, collectively, Pivot, the Parent and the Purchaser and "Party" means any of them.

"PFIC" has the meaning ascribed thereto under the heading "Certain United States Federal Income Tax Considerations - Material U.S. Federal Income Tax Consequences".

"Pivot" means Pivot Technology Solutions, Inc., a corporation existing under the Laws of Ontario.

"Pivot Board" means the board of directors of Pivot as the same is constituted from time to time.

"Pivot Disclosure Letter" means the disclosure letter dated the date of the Arrangement Agreement and all schedules, exhibits and appendices thereto, delivered by Pivot to the Purchaser with the Arrangement Agreement.

"Pivot Optionholders" means, prior to the Effective Time, the holders of Pivot Options.

"Pivot Option Plan" means Pivot's stock option plan adopted as of June 17, 2014, and as amended May 16, 2016, May 15, 2019 and June 26, 2019.

"Pivot Options" means, at any time, stock options to acquire Pivot Shares which are, at such time, outstanding and unexercised, whether or not vested or unvested.

"Pivot RSU Holders" means, prior to the Effective Time, holders of Pivot RSUs.

"Pivot RSU Plan" means the restricted share unit plan of Pivot most recently approved by Pivot Shareholders on June 26, 2019.

"Pivot RSUs" means, at any time, the restricted share units to acquire Pivot Shares granted pursuant to the Pivot RSU Plan which are, at such time, outstanding, whether or not vested or unvested.

"Pivot Share Certificates" means certificate(s) and DRS Advice(s), as applicable, representing Pivot Shares.

"Pivot Shareholder Approval" means the requisite approval of the Arrangement Resolution at the Meeting by (i) at least two-thirds (662/3%) of the votes cast by Pivot Shareholders present in person or by proxy and entitled to vote at the Meeting and (ii) a simple majority of the votes cast at the Meeting in person or by proxy by Pivot Shareholders entitled to vote at the Meeting, excluding the votes cast in respect of Pivot Shares beneficially owned or over which control or direction is exercised by any persons whose votes must be excluded in accordance with MI 61-101.

"Pivot Shareholders" the registered and/or beneficial holders of the Pivot Shares, as the context requires.

"Pivot Share" means a common share in the capital of Pivot.

"Pivot Special Committee" means the special committee of the Pivot Board established on June 24, 2020, and comprised of Wade Dawe (Chairman), M. Lazane Smith and Steve DiGregorio.

"Pivot Supporting Shareholders" means, collectively, all of the directors and executive officers of Pivot, Brigus Capital Inc. and Canoe Premium Income Fund, and "Pivot Supporting Shareholder" means any one of them.

"Plan of Arrangement" means the plan of arrangement, substantially in the form set out in Appendix "C" hereto, subject to any amendments or variations to such plan made in accordance with the Arrangement Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of Pivot and the Purchaser, each acting reasonably.

"Proposed Amendments" has the meaning ascribed thereto under the heading "Certain Canadian Federal Income Tax Considerations".

"Proposed Transaction" has the meaning ascribed thereto under the heading "The Arrangement – Background to the Arrangement".

"Purchaser" means 1264283 B.C. Ltd., a corporation existing under the Laws of British Columbia.

"Raymond James" means Raymond James Ltd.

"Record Date" means September 22, 2020.

"Registered Pivot Shareholder" means a registered holder of Pivot Shares.

"Representative" means, with respect to any person, any, and all, directors, officers, employees, consultants, financial advisors, lawyers, accountants and other agents of such person.

"Resident Holder" has the meaning ascribed thereto under the heading "Certain Canadian Federal Income Tax Considerations".

"SEC" means the United States Securities and Exchange Commission.

"SEDAR" means the System for Electronic Document Analysis and Retrieval.

"Subject Securities" means, collectively, the Pivot Shares and other securities of Pivot directly or indirectly acquired by or issued to a Pivot Supporting Shareholder, or in which a Pivot Supporting Shareholder becomes interested or acquires the right to direct the exercise of the voting rights, after the date of the Support and Voting Agreement (including and without limitation any Pivot Shares issued upon the exercise of Pivot Options to purchase Pivot Shares).

"Subsidiary" has the meaning ascribed thereto in Section 1.1 of National Instrument 45-106 Prospectus Exemptions, and with respect to Pivot, includes all incorporated or unincorporated joint ventures in which Pivot or a Subsidiary of Pivot holds an interest.

"Superior Proposal" means any bona fide written Acquisition Proposal to acquire, directly or indirectly, not less than all of the outstanding Pivot Shares or all or substantially all of the assets of Pivot on a consolidated basis that did not result from a breach of Article 5 [Additional Covenants Regarding Non-Solicitation] of the Arrangement Agreement and: (i) that is not subject to a financing condition and in respect of which it has been demonstrated to the satisfaction of the Pivot Board after receipt of advice from its financial advisors and outside legal counsel, that adequate arrangements have been made in respect of any financing required to complete such Acquisition Proposal; (ii) that is not subject to a due diligence condition; and (iii) in respect of which the Pivot Board determines, in its good faith judgment, after receiving the advice of its outside legal counsel and its financial advisors, (A) that is reasonably capable of being completed, without undue delay, taking into account all financial, legal, regulatory and other aspects of such Acquisition Proposal, and (B) that it would, if consummated in accordance with its terms (but without assuming away the risk of non-completion), result in a transaction which is more favourable, from a financial point of view, to Pivot Shareholders than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by the Purchaser pursuant to Section 5.4(2) [Right to Match] of the Arrangement Agreement). For the purposes of clause (i), "adequate arrangements" will be considered to have been made if the Person making the Acquisition Proposal has confirmed that it has cash resources on hand available to fund the Acquisition Proposal or has obtained binding commitments (which may be subject to customary conditions) that may be drawn upon on or prior to the proposed time of completion of the Acquisition Proposal.

"Superior Proposal Notice" has the meaning ascribed to such term under the heading "The Arrangement Agreement – Additional Covenants Regarding Non-Solicitation – Right to Match".

"Support and Voting Agreements" means the voting agreements (including all amendments thereto) between Parent and Pivot Supporting Shareholders setting forth the terms and conditions upon which they have been agreed, among other things, to vote their Pivot Shares in favour of the Arrangement Resolution.

"Tax Act" means the Income Tax Act (Canada).

"TSX" means Toronto Stock Exchange.

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder.

"U.S. Tax Code" has the meaning ascribed thereto under the heading "Certain United States Federal Income Tax Considerations".

"United States" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

"wilful breach" means a material breach of this Agreement that is a consequence of any act undertaken by the breaching Party with the actual knowledge that the taking of such act would, or would be reasonably expected to, cause a material breach of this Agreement.

CONSENT OF RAYMOND JAMES LTD.

We refer to the fairness opinion of our firm dated September 8, 2020 (the "Fairness Opinion") forming part of the management information circular dated September 23, 2020 (the "Circular") of Pivot Technology Solutions, Inc. ("Pivot") which we prepared for the Special Committee and the Board of Directors of Pivot in connection with the Arrangement (as defined in the Circular). We hereby consent to the filing of the text of the Fairness Opinion with the securities regulatory authorities in Ontario, British Columbia and Alberta and the inclusion of the Fairness Opinion, and all references to our firm name and Fairness Opinion, in the Circular.

(signed) "Raymond James Ltd."

RAYMOND JAMES LTD.

September 23, 2020

FORM OF PIVOT ARRANGEMENT RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1. The arrangement (the "Arrangement") under Section 182 of the Business Corporations Act (Ontario) involving Pivot Technology Solutions, Inc. (the "Company"), as more particularly described and set forth in the management proxy circular (the "Circular") of the Company dated September 23, 2020 accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the arrangement agreement made as of September 8, 2020 between the Company, Computacenter plc and 1264283 B.C. Ltd. (the "Arrangement Agreement")), is hereby authorized, approved and adopted.
1. The plan of arrangement of the Company (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement (the "Plan of Arrangement")), the full text of which is set out in Appendix "C" to the Circular, is hereby authorized, approved and adopted.
1. The (i) Arrangement Agreement and all the transactions contemplated therein, (ii) actions of the directors of the Company in approving the Arrangement Agreement, and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
1. The Company be and is hereby authorized to apply for a final order from the Ontario Superior Court of Justice to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).
1. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company or that the Arrangement has been approved by the Ontario Superior Court of Justice, the directors of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the Company, (i) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and the Plan of Arrangement and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions;
1. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute and deliver for filing with the Director under the Business Corporations Act (Ontario), articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.
1. Any officer or director of the Company is hereby authorized to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.

DISSENT RIGHTS

SECTION 185 OF THE OBCA

Rights of dissenting shareholders

(1) Subject to subsection (3) and to sections 186 and 248, if a corporation resolves to,
(a) amend its articles under section 168 to add, remove or change restrictions on the issue, transfer or ownership of shares of a class or series of the shares of the corporation;
(b) amend its articles under section 168 to add, remove or change any restriction upon the business or businesses that the corporation may carry on or upon the powers that the corporation may exercise;
(c) amalgamate with another corporation under sections 175 and 176;
(d) be continued under the laws of another jurisdiction under section 181; or
(e) sell, lease or exchange all or substantially all its property under subsection 184 (3),

a holder of shares of any class or series entitled to vote on the resolution may dissent.

Idem

(2) If a corporation resolves to amend its articles in a manner referred to in subsection 170 (1), a holder of shares of any class or series entitled to vote on the amendment under section 168 or 170 may dissent, except in respect of an amendment referred to in,

(f) clause 170 (1) (a), (b) or (e) where the articles provide that the holders of shares of such class or series are not entitled to dissent; or
(g) subsection 170 (5) or (6).

One class of shares

(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares.

Exception

(3) A shareholder of a corporation incorporated before the 29th day of July, 1983 is not entitled to dissent under this section in respect of an amendment of the articles of the corporation to the extent that the amendment,

(h) amends the express terms of any provision of the articles of the corporation to conform to the terms of the provision as deemed to be amended by section 277; or
(i) deletes from the articles of the corporation all of the objects of the corporation set out in its articles, provided that the deletion is made by the 29th day of July, 1986.

Shareholder's right to be paid fair value

(4) In addition to any other right the shareholder may have, but subject to subsection (30), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents becomes effective, to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted.

No partial dissent

(5) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the dissenting shareholder on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

Objection

(6) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting or of the shareholder's right to dissent.

Idem

(7) The execution or exercise of a proxy does not constitute a written objection for purposes of subsection.

Notice of adoption of resolution

(8) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (6) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn the objection.

Idem

(9) A notice sent under subsection (8) shall set out the rights of the dissenting shareholder and the procedures to be followed to exercise those rights.

Demand for payment of fair value

(10) A dissenting shareholder entitled to receive notice under subsection (8) shall, within twenty days after receiving such notice, or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing,

(j) the shareholder's name and address;
(k) the number and class of shares in respect of which the shareholder dissents; and
(l) a demand for payment of the fair value of such shares.

Certificates to be sent in

(11) Not later than the thirtieth day after the sending of a notice under subsection (10), a dissenting shareholder shall send the certificates, if any, representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.

Idem

(12) A dissenting shareholder who fails to comply with subsections (6), (10) and (11) has no right to make a claim under this section.

Endorsement on certificate

(13) A corporation or its transfer agent shall endorse on any share certificate received under subsection (11) a notice that the holder is a dissenting shareholder under this section and shall return forthwith the share certificates to the dissenting shareholder.

Rights of dissenting shareholder

(14) On sending a notice under subsection (10), a dissenting shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shares as determined under this section except where,

(m) the dissenting shareholder withdraws notice before the corporation makes an offer under subsection (15);
(n) the corporation fails to make an offer in accordance with subsection (15) and the dissenting shareholder withdraws notice; or
(o) the directors revoke a resolution to amend the articles under subsection 168 (3), terminate an amalgamation agreement under subsection 176 (5) or an application for continuance under subsection 181 (5), or abandon a sale, lease or exchange under subsection 184 (8),

in which case the dissenting shareholder's rights are reinstated as of the date the dissenting shareholder sent the notice referred to in subsection (10).

Same

(14.1) A dissenting shareholder whose rights are reinstated under subsection (14) is entitled, upon presentation and surrender to the corporation or its transfer agent of any share certificate that has been endorsed in accordance with subsection (13),

(p) to be issued, without payment of any fee, a new certificate representing the same number, class and series of shares as the certificate so surrendered; or
(q) if a resolution is passed by the directors under subsection 54 (2) with respect to that class and series of shares,
(i) to be issued the same number, class and series of uncertificated shares as represented by the certificate so surrendered, and
(ii) to be sent the notice referred to in subsection 54 (3).

Same

(14.2) A dissenting shareholder whose rights are reinstated under subsection (14) and who held uncertificated shares at the time of sending a notice to the corporation under subsection (10) is entitled,

(r) to be issued the same number, class and series of uncertificated shares as those held by the dissenting shareholder at the time of sending the notice under subsection (10); and
(s) to be sent the notice referred to in subsection 54 (3).

Offer to pay

(15) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (10), send to each dissenting shareholder who has sent such notice,

(t) a written offer to pay for the dissenting shareholder's shares in an amount considered by the directors of the corporation to be the fair value thereof, accompanied by a statement showing how the fair value was determined; or
(u) if subsection (30) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.

Idem

(16) Every offer made under subsection (15) for shares of the same class or series shall be on the same terms.

Idem

(17) Subject to subsection (30), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (15) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made.

Application to court to fix fair value

(18) Where a corporation fails to make an offer under subsection (15) or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as the court may allow, apply to the court to fix a fair value for the shares of any dissenting shareholder.

Idem

(19) If a corporation fails to apply to the court under subsection (18), a dissenting shareholder may apply to the court for the same purpose within a further period of twenty days or within such further period as the court may allow.

Idem

(20) A dissenting shareholder is not required to give security for costs in an application made under subsection (18) or (19).

Costs

(21) If a corporation fails to comply with subsection (15), then the costs of a shareholder application under subsection (19) are to be borne by the corporation unless the court otherwise orders.

Notice to shareholders

(22) Before making application to the court under subsection (18) or not later than seven days after receiving notice of an application to the court under subsection (19), as the case may be, a corporation shall give notice to each dissenting shareholder who, at the date upon which the notice is given,

(v) has sent to the corporation the notice referred to in subsection (10); and
(w) has not accepted an offer made by the corporation under subsection (15), if such an offer was made,

of the date, place and consequences of the application and of the dissenting shareholder's right to appear and be heard in person or by counsel, and a similar notice shall be given to each dissenting shareholder who, after the date of such first mentioned notice and before termination of the proceedings commenced by the application, satisfies the conditions set out in clauses (a) and (b) within three days after the dissenting shareholder satisfies such conditions.

Parties joined

(23) All dissenting shareholders who satisfy the conditions set out in clauses (22) (a) and (b) shall be deemed to be joined as parties to an application under subsection (18) or (19) on the later of the date upon which the application is brought and the date upon which they satisfy the conditions, and shall be bound by the decision rendered by the court in the proceedings commenced by the application.

Idem

(24) Upon an application to the court under subsection (18) or (19), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall fix a fair value for the shares of all dissenting shareholders.

Appraisers

(25) The court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders.

Final order

(26) The final order of the court in the proceedings commenced by an application under subsection (18) or (19) shall be rendered against the corporation and in favour of each dissenting shareholder who, whether before or after the date of the order, complies with the conditions set out in clauses (22) (a) and (b).

Interest

(27) The court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment.

Where corporation unable to pay

(28) Where subsection (30) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (26), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

Idem

(29) Where subsection (30) applies, a dissenting shareholder, by written notice sent to the corporation within thirty days after receiving a notice under subsection (28), may,

(x) withdraw a notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder's full rights are reinstated; or
(y) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

Idem

(30) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that,

(z) the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or
(aa) the realizable value of the corporation's assets would thereby be less than the aggregate of its liabilities.

Court order

(31) Upon application by a corporation that proposes to take any of the actions referred to in subsection (1) or (2), the court may, if satisfied that the proposed action is not in all the circumstances one that should give rise to the rights arising under subsection (4), by order declare that those rights will not arise upon the taking of the proposed action, and the order may be subject to compliance upon such terms and conditions as the court thinks fit and, if the corporation is an offering corporation, notice of any such application and a copy of any order made by the court upon such application shall be served upon the Commission.

Commission may appear

(32) The Commission may appoint counsel to assist the court upon the hearing of an application under subsection (31), if the corporation is an offering corporation.

PLAN OF ARRANGEMENT

UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

ARTICLE 1 INTERPRETATION

Section 1.1 Definitions

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings specified in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

"Affected Securities" means, collectively, the Company Shares, Company Options and RSUs.

"Affected Securityholders" means, collectively, the Company Shareholders, the holders of Company Options and the holders of RSUs.

"Arrangement" means an arrangement under Section 182 of the OBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement and this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

"Arrangement Agreement" means the arrangement agreement made as of September 8, 2020, between the Company, the Parent and the Purchaser (including the Schedules thereto) as it may be amended, modified or supplemented from time to time in accordance with its terms.

"Arrangement Resolution" means the special resolution approving this Plan of Arrangement to be considered at the Company Meeting by the Company Shareholders.

"Articles of Arrangement" means the articles of arrangement of the Company in respect of the Arrangement required by the OBCA to be sent to the Director after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably.

"Award" means any judgment, decree, injunction, ruling, award, decision or order of any Governmental Entity.

"Business Day" means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario or London, United Kingdom.

"Certificate of Arrangement" means the certificate of arrangement to be issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Articles of Arrangement.

"Company" means Pivot Technology Solutions, Inc.

"Company Circular" means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement.

"Company Disclosure Letter" means the disclosure letter dated the date of the Arrangement Agreement and all schedules, exhibits and appendices thereto, delivered by the Company to the Purchaser with the Arrangement Agreement.

"Company Meeting" means the special meeting of Company Shareholders, including any adjournment or postponement thereof in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Purchaser, acting reasonably.

"Company Options" means the outstanding options to purchase Company Shares issued pursuant to the Stock Option Plan.

"Company Share" means a common share in the capital of the Company.

"Company Shareholders" means the registered and/or beneficial holders of the Company Shares, as the context requires.

"Consideration" means \$2.60 per Company Share, subject to adjustment pursuant to Section 3.2.

"Court" means the Superior Court of Justice (Ontario) Commercial List, or other court as applicable.

"Depositary" means such Person as the Company may appoint to act as depositary in relation to the Arrangement, with the approval of the Purchaser, acting reasonably.

"Director" has the meaning specified in section 1(1) of the OBCA.

"Dissent Rights" has the meaning specified in Section 5.1(a).

"Dissenting Holder" means a registered Company Shareholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Company Shares in respect of which Dissent Rights are validly exercised by such registered Company Shareholder.

"Effective Date" means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

"Effective Time" means 12:01 a.m. (Toronto time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

"Final Order" means the final order of the Court, in a form acceptable to the Parties, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of each of the Parties, acting reasonably) at any time prior to the Effective Date or as such order may be affirmed or amended on appeal (provided that any such amendment is satisfactory to each of the Parties, acting reasonably).

"Incentive Securities" means, collectively, the Company Options and RSUs.

"Interim Order" means the interim order of the Court, in a form acceptable to the Parties, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court with the consent of the Company and the Purchaser, each acting reasonably.

"Law" means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, Award, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated, rendered, issued, ordered or applied by a Governmental Entity that is binding upon or otherwise applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise.

"Liens" means with respect to any property or asset, any mortgage, deed of trust, lien, charge, pledge, encumbrance, hypothec, security interest, prior claim, easement, lease, sublease, conditional sale or other title retention agreement or other similar adverse claim (statutory or otherwise), in each case, whether contingent or absolute.

"OBCA" means the Business Corporations Act (Ontario).

"Parent" means Computacenter plc.

"Parties" means, collectively, the Company, the Parent and the Purchaser, and "Party" means any of them.

"Permitted Dividend" means the cash dividend declared on the Company Shares on or about August 11, 2020 in the amount of \$0.04 per Company Share, to be paid September 15, 2020.

"Person" includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

"Purchaser" means 1264283 B.C. Ltd.

"RSU Plan" means the Company's restricted share unit plan adopted as of June 17, 2014, and amended on May 16, 2016, May 15, 2019 and June 26, 2019.

"RSUs" mean the restricted share units issued and outstanding under the RSU Plan (including, for greater certainty, units issued or paid as dividend equivalents).

"Stock Option Plan" means the Company's stock option plan adopted as of June 17, 2014, and as amended May 16, 2016, May 15, 2019 and June 26, 2019.

"Subsidiary" has the meaning ascribed thereto in Section 1.1 of National Instrument 45-106 Prospectus Exemptions.

"Tax Act" means the Income Tax Act (Canada).

Section 1.2 Currency

All references to dollars or to \$ are references to Canadian dollars, unless specified otherwise.

Section 1.3 Gender and Number

Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.

Section 1.4 Phrasing

The words (i) "including", "includes" and "include" mean "including (or includes or include) without limitation", (ii) "the aggregate of", "the total of", "the sum of", or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of," and (iii) "Article" and "Section" followed by a number mean and refer to the specified Article or Section of this Plan of Arrangement.

Section 1.5 References to Persons

Any reference to a Person includes its heirs, administrators, executors, legal personal, representatives, successors and permitted assigns.

Section 1.6 Statutes

Any reference to a statute refers to such statute and all rules, resolutions and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

Section 1.7 Non-Business Days

A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day.

Section 1.8 Time References

References to time are to local time, Toronto, Ontario.

Section 1.9 Time

Time shall be of the essence in this Plan of Arrangement.

ARTICLE 2 BINDING EFFECT

Section 2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant and subject to the provisions of the Arrangement Agreement.

Section 2.2 Binding Effect

This Plan of Arrangement and the Arrangement, upon the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, will become effective, and be binding on the Parent, the Purchaser, the Company, the Company Shareholders (including Dissenting Holders), all holders and beneficial owners of Incentive Securities, the registrar and transfer agent of the Company, the Depositary and all other Persons, in each case, at and after, the Effective Time without any further act or formality required on the part of any Person.

ARTICLE 3 ARRANGEMENT

Section 3.1 Arrangement

Pursuant to the Arrangement, the following transactions shall occur and shall be deemed to occur without any further authorization, act or formality, on the Effective Date, at the following times and in the following order:

(a) first, at the Effective Time, the following transactions shall occur simultaneously:
(i) each Company Option outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Stock Option Plan and/or the terms of any award agreements related to the Company Options, shall be deemed to be unconditionally vested and exercisable, and each such Company Option shall, without any further action by or on behalf of a holder of Company Options, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the amount (if any) by which the Consideration exceeds the exercise price of such Company Option, subject to applicable withholdings, and each such Company Option shall immediately be cancelled and, for greater certainty, where such amount is zero or negative, such Company Option shall be cancelled without any consideration, and none of the Company, the Parent or the Purchaser shall be obligated to pay the holder of such Company Option any amount in respect of such Company Option; and
(ii) each RSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the RSU Plan and/or the terms of any award agreements related to the RSUs, shall be deemed to be unconditionally vested, and shall, without any further action by or on behalf of a holder of RSUs, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the amount of Consideration multiplied by the number of RSUs, subject to applicable withholdings, and each such RSU shall immediately be cancelled;
(b) second, and five minutes after the Effective Time, the following transactions shall occur simultaneously:
(i) each Company Share held by a Company Shareholder (other than a Dissenting Holder in respect of which Dissent Rights have been validly exercised) shall be transferred (free and clear of all Liens) to the Purchaser in exchange for a cash payment to the Company Shareholder equal to the Consideration; and
(ii) all Company Shares held by Dissenting Holders (in respect of which Dissent Rights have been validly exercised) shall be deemed to have been transferred (free and clear of all Liens) to the Purchaser in consideration for a debt claim against the Purchaser for the amount determined under Section 5.1, and
(1) such Dissenting Holders shall cease to be the holders of such Company Shares and to have any rights as Company Shareholders other than the right to be paid the fair value for such Company Shares as set out in Section 5.1;
(2) the name of each such Dissenting Holder shall be removed as Company Shareholder, as applicable, from the registers of Company Shareholders, as applicable, maintained by or on behalf of Company in respect of such Company Shares; and
(3) the Purchaser shall be deemed to be the transferee of such Company Shares (free and clear of any Liens) and shall be entered in the registers of Company Shareholders maintained by or on behalf of Company;
(c) third, and ten minutes after the Effective Time, the stated capital account maintained by the Company for the Company Shares shall be reduced to \$1.00 with no distribution to any shareholder of the Company;
(d) fourth, and fifteen minutes after the Effective Time, the following transactions shall occur:
(i) the Purchaser and the Company shall amalgamate pursuant to the OBCA and continue as one corporation ("Amalco") on the following terms and those prescribed elsewhere in the Arrangement Agreement and the Plan of Arrangement:
- (1) all of the issued and outstanding shares of the Company shall automatically be cancelled without any repayment of capital in respect thereof;
- (2) the by-laws of Amalco shall be the same as those of the Company, mutatis mutandis;
- (3) no securities shall be issued and no assets shall be distributed by Amalco in connection with the amalgamation;
- (4) the name of Amalco shall be "Ŷ" or such other name as selected by the board of directors of Amalco;
- (5) the registered office of Amalco shall be located at the registered office of the Company immediately prior to the Effective Time;
- (6) Amalco shall be authorized to issue an unlimited number of common shares without par value, and such common shares shall have the rights, privileges, restrictions and conditions described on Schedule "A" hereto;
(7) no share of Amalco may be transferred unless its transfer complies with the restriction on the transfer of securities described on Schedule "A" hereto;
(8) there shall be no restrictions on the business Amalco may carry on or on the powers it may exercise;
(9) the directors of Amalco shall, until otherwise changed in accordance with the OBCA, consist of a minimum number of one and a maximum number of ten;
(10) the first directors of Amalco shall be: Ŷ, Ŷ and Ŷ, and such persons shall hold office until the first annual or general meeting of the shareholders of Amalco or until their successors are duly appointed or elected;
(11) the Articles of Arrangement shall be deemed the articles of incorporation of Amalco and the Certificate of Arrangement shall be deemed the certificate of incorporation of Amalco; and
(12) for certainty, pursuant to Section 179 of the OBCA, as a result of the amalgamation:
a. the Purchaser and the Company shall continue as one corporation and shall cease to exist as entities separate from Amalco;
b. Amalco shall possess all the property, rights, privileges and franchises and is subject to all liabilities, including civil, criminal and quasi-criminal, and all contracts, disabilities and debts of each of the Purchaser and the Company;
c. a conviction against, or ruling, order or judgment in favour or against the Purchaser or the Company may be enforced by or against Amalco; and
d. Amalco shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against the Purchaser or the Company before the amalgamation has become effective.

Section 3.2 Adjustment to Consideration

If, on or after the date of the Arrangement Agreement, the Company sets a record date for any dividend or other distribution on the Company Shares (other than the Permitted Dividend) that is prior to the Effective Date, then the Consideration shall be reduced by the amount of such dividends or distributions.

ARTICLE 4 ARRANGEMENT MECHANICS

Section 4.1 Transfer of Securities

(a) With respect to each holder of Incentive Securities outstanding immediately before the Effective Time that is subject to this Plan of Arrangement, as reflected on the register maintained by or on behalf of the Company in respect of the Incentive Securities, upon and at the time of the disposition of such Incentive Securities effected pursuant to Section 3.1(a)(i) through 0:
(i) such holder of Incentive Securities shall cease to be a holder of Incentive Securities, as applicable, and the name of such holder of Incentive Securities shall be removed from the register or account of holders of Incentive Securities, as applicable, maintained by or on behalf of Company;
(ii) all agreements relating to such Incentive Securities and the RSU Plan and the Stock Option Plan shall be terminated and shall be of no further force and effect; and
(iii) the Company shall pay to such holder of Incentive Securities, the consideration payable to such holder of Incentive Securities, as applicable, pursuant to Section 3.1(a)(i) through 0.
(b) With respect to Company Shareholders (other than Dissenting Holders in respect of which Dissent Rights have been validly exercised), immediately before the Effective Time, upon and at the time of the transfer of Company Shares effected pursuant to Section 3.1(b)(i):
(i) such Company Shareholder shall cease to be a Company Shareholder, and the name of such Company Shareholder shall be removed from the register of Company Shareholders maintained by or on behalf of Company;
(ii) the Purchaser shall become the transferee (free and clear of all Liens) of such Company Shares transferred to the Purchaser and shall be added to the register of Company Shareholders maintained by or on behalf of Company; and
(iii) the Purchaser shall pay and deliver to such Company Shareholder the Consideration payable and deliverable to such Company Shareholder in accordance with this Plan of Arrangement.

Section 4.2 Rounding of Consideration

If the Consideration which a Company Shareholder is entitled to receive pursuant to Section 3.1(b) and Section 4.1(b) would otherwise include a fraction of \$0.01, then the aggregate Consideration to which such Company Shareholder shall be entitled to receive shall be rounded up to the nearest whole \$0.01.

ARTICLE 5 RIGHTS OF DISSENT

Section 5.1 Rights of Dissent

(a) Registered Company Shareholders (as of the record date for determining those Company Shareholders that are eligible to vote on the Arrangement Resolution) may exercise dissent rights with respect to the Company Shares held by such holders ("Dissent Rights") in connection with the Arrangement pursuant to and in the manner set forth in Section 185 of the OBCA, as modified by the Interim Order and this Section 5.1; provided that, notwithstanding subsection 185(6) of the OBCA, the written objection to the Arrangement

Resolution referred to in subsection 185(6) of the OBCA must be received by the Company not later than 5:00 p.m. (Toronto time) two (2) Business Days immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time).

(b) Dissenting Holders who duly exercise their Dissent Rights shall be deemed to have transferred the Company Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 3.1(b)(ii) and if they:
(i) ultimately are entitled to be paid fair value for such Company Shares: (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(b)(ii)); (ii) will be entitled to be paid the fair value of such Company Shares by the Purchaser, which fair value shall be determined as of the close of business on the day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Company Shares; or
(ii) ultimately are not entitled, for any reason, to be paid fair value for such Company Shares, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Company Shares and shall be entitled to receive only the Consideration contemplated by Section 3.1(b) hereof that such Dissenting Holder would have received pursuant to the Arrangement if such Dissenting Holder had not exercised its Dissent Rights.

Section 5.2 Recognition of Dissenting Holders

(a) In no circumstances shall the Parent, the Purchaser, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Parent, the Purchaser, the Company, the Depositary, the registrar and transfer agent in respect of the Company Shares, or any other Person be required to recognize Dissenting Holders as holders of Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 3.1(b)(ii), and the names of such Dissenting Holders shall be removed from the registers of holders of the Company Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 3.1(b)(ii) occurs. In addition to any other restrictions under Section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Incentive Securities; and (ii) Company Shareholders who vote or have instructed a proxyholder to vote such Company Shares in favour of the Arrangement Resolution (but only in respect of such Company Shares).

ARTICLE 6 PAYMENT AND CERTIFICATES

Section 6.1 Payment

(a) On the Business Day prior to the filing by the Company of the Articles of Arrangement with the Director in accordance with the Arrangement Agreement, the Parent or the Purchaser shall:
(i) deposit or cause to be deposited with the Depositary, on behalf of the Company and its Subsidiaries, the aggregate cash amount required for the payments in respect of the Incentive Securities pursuant to Section 3.1(a); and
(ii) deposit or cause to be deposited with the Depositary, on behalf of Purchaser, the aggregate cash amounts required for the payments to such Company Shareholders for their respective Company Shares pursuant to Section 3.1(b),

in each case with the cash amounts to be held in escrow by the Depositary on terms and conditions that are satisfactory to the Company and the Purchaser, acting reasonably.

(b) At the Effective Time, the Depositary shall deliver to the Company an amount of immediately available funds necessary to fund the cash payments to former holders of Incentive Securities pursuant to Section 3.1(a), and as soon as practicable following the Effective Time, the Company shall deliver to each former holder of Incentive Securities, through the Company's payroll systems (or such other means as the Company may elect), the cash payment, if any, which such former holder of Incentive Securities has the right to receive under Section 4.1(a) for such formerly held Incentive Security, less any amounts withheld pursuant to Section 6.3.
(c) Upon the surrender to the Depositary of a certificate which immediately prior to the Effective Time represented outstanding Company Shares and such additional documents and instruments as the Depositary may reasonably require, the Depositary shall deliver to the applicable Company Shareholder, as soon as practicable and in accordance with Section 4.1(b) and Section 4.2, a cheque (or other form of immediately available funds) representing the cash amount that such Company Shareholder is entitled to receive under the Arrangement, less any amounts withheld pursuant to Section 6.3, and any certificate so surrendered shall forthwith be cancelled.
(d) Until surrendered as contemplated by this Section 6.1, each certificate that immediately prior to the Effective Time represented outstanding Company Shares shall be deemed, immediately after the completion of the transactions contemplated in Section 4.1(b), to represent only the right to receive upon such surrender the Consideration in lieu of such certificate as contemplated in Section 4.1(b). Any such certificate formerly representing outstanding Company Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Shareholder of any kind or nature against or in the Parent, the Purchaser or the Company.
(e) Any payment made by way of cheque by the Depositary or by the Company, pursuant to the Arrangement that has not been deposited or has been returned to the Depositary or the Company or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that

remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of any Affected Securityholder to receive the consideration for any Affected Securities pursuant to the Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser (or the Company, as applicable) for no consideration.

(f) No Affected Securityholder shall be entitled to receive any consideration with respect to Affected Securities other than the consideration to which such Affected Securityholder is entitled to receive in accordance with Section 3.1 and no such Affected Securityholder shall be entitled to receive any interest, dividends, premium or other payment in connection therewith (other than, in the case of Company Shareholders, with respect to the Permitted Dividend). No dividend or other distribution declared or made after the Effective Time with respect to Affected Securities or with a record date on or after the Effective Date shall be delivered to the holder of any unsurrendered certificate which, immediately prior to the Effective Date, represented outstanding Affected Securities.

Section 6.2 Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Company Shares that were transferred pursuant to this Plan of Arrangement shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will pay and deliver, in exchange for such lost, stolen or destroyed certificate, the Consideration which such holder is entitled to receive pursuant to Section 4.1(b), net of amounts required to be withheld pursuant to Section 6.3. When authorizing such payment and delivery in exchange for any lost, stolen or destroyed certificate, the Person to whom the payment is made shall, as a condition precedent to the delivery thereof, give a bond satisfactory to the Company, the Parent, the Purchaser and the Depositary in such sum as the Parent may direct or otherwise indemnify the Parent and the Purchaser in a manner satisfactory to the Parent against any claim that may be made against the Parent or the Purchaser with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 6.3 Withholding Rights

The Company, any Subsidiary, the Parent, the Purchaser and the Depositary shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any Person under this Plan of Arrangement (including any Company Shareholders exercising Dissent Rights), and from all dividends, other distributions or other amounts otherwise payable to any former Company Shareholder or former holders of Incentive Securities, such amounts as the Company, the Parent, the Purchaser or the Depositary are required to deduct and withhold with respect to such payment under the Tax Act or any provision of applicable Laws and shall remit such amounts to the appropriate Governmental Entity. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes as having been paid to the Person in respect of which such deduction and withholding was made, provided that such deducted or withhold amounts are actually and timely remitted to the appropriate Governmental Entity.

Section 6.4 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Section 6.5 Paramountcy

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all of the securities of the Company issued or outstanding prior to the Effective Time, (b) the rights and obligations of Affected Securityholders, the Company, the Purchaser, the Parent, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any securities of the Company are deemed to have been settled, compromised, released and determined without liability except as set forth herein.

ARTICLE 7 AMENDMENTS

Section 7.1 Amendments to Plan of Arrangement

(a) The Company and the Parent may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must (A) be set out in writing, (B) be approved by the Company and the Parent, each acting reasonably, (C) be filed with the Court and, if made following the Company Meeting, approved by the Court, and (D) be communicated to the Affected Securityholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Parent at any time prior to the Company Meeting (provided that the Company or the Parent, as applicable, shall have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (A) it is consented to in writing by each of the Company and the Parent (in each case, acting reasonably), and (B) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Parent or Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Parent or Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Company Shareholders, or holders and beneficial owners of Incentive Securities.

ARTICLE 8 FURTHER ASSURANCES

Section 8.1 Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

Schedule A

Rights, privileges, restrictions and conditions (if any) attaching to the common shares of Amalco:

The rights, privileges, restrictions and conditions attaching to the common shares of Amalco are as follows:

(a) Payment of Dividends: The holders of the common shares will be entitled to receive dividends if, as and when declared by the board of directors of the Company out of the assets of the Company properly applicable to the payment of dividends in such amounts and payable in such manner as the board of directors may from time to time determine. Subject to the rights of the holders of any other class of shares of the Company entitled to receive dividends in priority to or concurrently with the holders of the common shares, the board of directors may in its sole discretion declare dividends on the common shares to the exclusion of any other class of shares of the Company.

(b) Participation upon Liquidation, Dissolution or Winding Up: In the event of the liquidation, dissolution or winding up of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of the common shares will, subject to the rights of the holders of any other class of shares of the Company entitled to receive assets of the Company upon such a distribution in priority to or concurrently with the holders of the common shares, be entitled to participate in the distribution. Such distribution will be made in equal amounts per share on all the common shares at the time outstanding without preference or distinction.

(c) Voting Rights: The holders of the common shares will be entitled to receive notice of and to attend all annual and special meetings of the shareholders of the Company and to one vote in respect of each common share held at all such meetings.

Other provisions:

No security of the Company, other than a non-convertible debt security, may be transferred without the consent of:

(a) the board of directors of the Company, expressed by a resolution duly passed at a meeting of the directors;

(b) a majority of the directors of the Company, expressed by an instrument or instruments in writing signed by such directors;

(c) the holders of the voting shares of the Company, expressed by a resolution duly passed at a meeting of the holders of voting shares; or

(d) the holders of the voting shares of the Company representing a majority of the votes attached to all the voting shares, expressed by an instrument or instruments in writing signed by such holders.

FAIRNESS OPINION

See attached.

September 8, 2020

The Special Committee of the Board of Directors and the Board of Directors of Pivot Technology Solutions, Inc. 55 Renfrew Drive, Suite 200 Markham, Ontario, Canada L3R 8H3

To the Special Committee of the Board of Directors and the Board of Directors:

Raymond James Ltd. ("Raymond James", "we" or "us") understands that Pivot Technology Solutions, Inc. ("Pivot" or the "Company"), Computacenter plc ("Computacenter") and 1264283 B.C. Ltd., a wholly-owned subsidiary of Computacenter, propose to enter into an arrangement agreement (the "Arrangement Agreement") to be dated September 8, 2020 pursuant to which, among other things, 1264283 B.C. Ltd. will acquire all of outstanding common shares of the Company (each a "Share") in exchange for C\$2.60 in cash (the "Consideration") for each Share.

We also understand that the transaction contemplated by the Arrangement Agreement is proposed to be effected by way of a plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement"). The terms and conditions of the Arrangement will be summarized in the Company's management information circular (the "Circular") to be mailed to holders of Shares (the "Shareholders") in connection with a special meeting of the Shareholders to be held to consider and, if deemed advisable, approve the Arrangement.

We have been retained to provide our opinion (the "Opinion") to the Special Committee (the "Special Committee") of the Board of Directors of the Company (the "Board of Directors") and the Board of Directors as to whether the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders.

Engagement of Raymond James

Raymond James was first contacted by the Special Committee on or about July 22, 2020 and was formally engaged by the Special Committee pursuant to an engagement letter dated July 31, 2020 (the "Engagement Letter"). Under the terms of the Engagement Letter, Raymond James has agreed to provide this Opinion to the Special Committee and the Board of Directors.

Pursuant to the terms of the Engagement Letter, Raymond James will receive a fixed fee for rendering this Opinion and is also to be reimbursed for approved and reasonable legal and other out-of-pocket expenses. Raymond James and its affiliates and their respective directors, officers, partners, employees, agents and controlling persons are to be indemnified by the Company from and against certain potential liabilities arising out of its engagement. Raymond James' compensation for providing this Opinion is not contingent on an action or event resulting from the use of the Opinion.

Independence of Raymond James

Neither Raymond James nor any of its affiliates or associates is an insider, associate or affiliate (as such terms are defined in the Securities Act (Ontario) or the rules made thereunder) of the Company, Computacenter, or any "interested party" as defined under MI 61-101 (as defined below) (the "Transaction Parties") or any of their respective subsidiaries, associates or affiliates.

Raymond James has not been engaged to provide financial advisory services, nor has it participated in any financings involving the Transaction Parties within the past two years other than acting as fairness opinion provider to the Company pursuant to the Engagement Letter. There are no other understandings, agreements or commitments between Raymond James and the Transaction Parties with respect to any current or future business dealings which would be material to the Opinion.

Raymond James may, in the ordinary course of its business, provide financial advisory or investment banking services to the Transaction Parties or their respective affiliates or associates from time to time. In addition, in the ordinary course of its business, Raymond James acts as a trader and dealer, both as principal and agent, in major financial markets and, as such, may have, today or in the future, positions in the securities of the Transaction Parties or their respective affiliates or associates, and, from time to time, may have executed or may execute transactions on behalf of the Transaction Parties or other clients for which it received or may receive compensation. In addition, as an investment dealer, Raymond James conducts research on securities, and may, in the ordinary course of its business, provide research reports and investment advice to its clients on investment matters, including with respect to the Transaction Parties or their respective affiliates or associates.

Credentials of Raymond James

Raymond James is a North American full-service investment dealer with operations located across Canada, Europe, and the United States. Raymond James is a member of the Toronto Stock Exchange, the TSX Venture Exchange, the Montreal Exchange, the Investment Industry Regulatory Organization of Canada ("IIROC"), the Investment Funds Institute of Canada, and the Canadian Investor Protection Fund. Raymond James and its officers have prepared numerous valuations and fairness opinions and have participated in a significant number of transactions involving private and publicly-traded companies. Raymond James is indirectly whollyowned by Raymond James Financial, Inc. ("Raymond James Financial"). Raymond James Financial is a diversified financial services holding company listed on the New York Stock Exchange (NYSE: RJF) whose subsidiaries engage primarily in investment and financial planning, including securities and insurance, brokerage, investment banking, asset management, banking and cash management, and trust services.

The Opinion expressed herein represents the opinion of Raymond James and the form and content of this Opinion have been reviewed and approved for release by a committee of managing directors of Raymond James. The committee members are professionals experienced in providing valuations and fairness opinions for mergers and acquisitions as well as providing capital markets advice.

Overview of Pivot

Pivot is an information technology services and solutions provider to numerous companies, including members of the Fortune 1000, as well as governments and educational institutions. Pivot supports the IT infrastructure needs of its clients by leveraging its OEM partnerships and its own fulfillment, professional, deployment, workforce and managed services.

Scope of Review

In connection with rendering our Opinion, we have reviewed and relied upon, among other things, the following:

i. A draft of the Arrangement Agreement to be entered into by the Company and Computacenter (dated September 7, 2020);
ii. A draft of the Company disclosure letter (dated September 7, 2020);
iii. Pivot's response letter to Computacenter (dated July 3, 2020);
iv. The confidentiality agreement entered into by the Company and Computacenter (dated July 13, 2020);
v. Consolidated annual financial statements, and management's discussion and analysis of the Company for the fiscal years ended December 31, 2019, 2018 and 2017;
vi. The Company's interim consolidated unaudited financial statements, and management's discussion and analysis for the three month periods ended June 30, 2020 and March 31, 2020;
vii. Certain public disclosure by the Company as filed on the System for Electronic Document Analysis and Retrieval ("SEDAR"), to the date hereof, including press releases issued by the Company;
viii. Certain public investor presentations and marketing materials prepared by the Company;
ix. Conversations with the Special Committee on August 24, 2020, and Company management on August 21, 2020 with regards to the operations, financial condition, prospects and corporate strategy of the Company, including conversations with respect to expressions of interest other than the Computacenter proposal received by the Company over the preceding 12 months, none of which were determined by the Company to warrant further consideration;
x. Financial models / forecasts received from Company management dated August 12, 2020 and August 21, 2020 (and discussions with management with respect to such financial models on August 14, 2020, August 19, 2020 and August 21, 2020);
xi. Various telephone and email discussions with Company management in respect of management's financial budget and models;
xii. Certain internal financial, operational, corporate and other information with respect to the Company (and discussions with management with respect to such information);
xiii. Select public market trading statistics and financial information of the Company and other entities considered by us to be relevant;
xiv. Other public information relating to the business, operations and financial condition of the Company that Raymond James considered relevant;
xv. Other publicly available information relating to select public companies considered by us to be relevant, including published reports by equity research analysts and industry reports;
xvi. Information with respect to select precedent transactions that Raymond James considered relevant; and
xvii. Such other information, analyses, investigations, and discussions as we considered necessary or appropriate in the circumstances.

We have further participated in various discussions with Borden Ladner Gervais LLP, external legal counsel to the Company, concerning the Arrangement and related matters. Raymond James has not, to the best of its knowledge, been denied access by the Company to any information requested by Raymond James.

Prior Valuations

The Chief Executive Officer and the Chief Financial Officer of Pivot have represented to Raymond James that, to the best of their knowledge after due enquiry, except for the valuation prepared for the Smart Edge.com, Inc. assets, which assets were sold on October 15, 2019, there have been no valuations or appraisals relating to the Company or any of its subsidiaries, or any of their respective securities or material assets, made in the preceding 24 months, including any "prior valuation" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").

Assumptions and Limitations

Our Opinion is subject to the assumptions, qualifications and limitations set forth below.

We have not been asked to prepare and have not prepared a formal valuation or appraisal of any of the assets or securities of the Company or any of its affiliates and our Opinion should not be construed as such. We have relied upon the advice of counsel to the Company that, although the Arrangement is considered a "business combination" under MI 61-101, it is not subject to the formal valuation requirements thereunder. This Opinion has been prepared in accordance with the Disclosure Standards for Formal Valuations and Fairness Opinions of IIROC, but IIROC has not been involved in the preparation or review of this Opinion.

We have relied upon, and have assumed the completeness, accuracy and fair presentation of all information, data, advice, opinions and representations obtained by us from public sources, or provided to us by the Company or its affiliates or advisors or otherwise obtained by us pursuant to our engagement, and our Opinion is conditional upon such completeness, accuracy and fair presentation. We have not been requested to, or attempted to verify independently the accuracy, completeness or fairness of presentation of any such information, data, advice, opinions and representations. We have not met separately with the independent auditors of the Company in connection with preparing our Opinion and have assumed the accuracy and fair presentation of, and relied upon, the Company's audited financial statements and the reports of the auditors thereon and the Company's interim unaudited financial statements.

With respect to the historical financial data, operating and financial forecasts and budgets provided to us concerning the Company and relied upon in our financial analyses, we have assumed that they have been reasonably prepared on bases reflecting the most reasonable assumptions, estimates and judgements of management of the Company, having regard to the Company's business, plans, financial condition and prospects. We have also assumed that the Arrangement will be completed substantially in accordance with its terms set out in the Arrangement Agreement (without any waiver or amendment of any terms or conditions) and all applicable laws, and that the Arrangement Agreement and the Circular will disclose all material facts relating to the Arrangement and will satisfy all applicable legal requirements. We have assumed that the Arrangement Agreement (including the schedules thereto and the disclosure letter relating thereto) will not differ materially from the form of the drafts reviewed by us; we have assumed that the representations and warranties made by the parties in the Arrangement Agreement are true and correct.

The Company has represented to us, in a certificate of the Chief Executive Officer and the Chief Financial Officer of the Company dated the date hereof, among other things, that the information (financial or otherwise), data, documents and other materials of whatsoever nature or kind provided to us by or on behalf of the Company regarding the Arrangement, the Company and its subsidiaries and their respective assets, including, without limitation, the written information and discussions concerning the Company referred to above under the heading "Scope of Review" (collectively, the "Information"), are true, complete and correct at the date the Information was provided to us and that, since the date on which the Information was provided to us, there has been no material change, financial or otherwise.

Our Opinion does not address the relative merits of the Arrangement as compared to other transactions or business strategies that might be available to the Company, nor does it address the underlying business decision to implement the Arrangement.

We are not legal, tax or accounting experts and we express no opinion concerning any legal, tax or accounting matters concerning the Arrangement or the sufficiency of this Opinion for your purposes. We have relied upon, without independent verification, the assessment by the Company and its legal, tax and accounting advisors with respect to such matters.

Our Opinion is rendered on the basis of securities markets, economic and general business and financial conditions prevailing as at the date hereof and the conditions and prospects, financial and otherwise, of the Company as they are reflected in the Information and as they were represented to us in our discussions with management of the Company and advisors. In our analyses and in connection with the preparation of our Opinion, we made numerous assumptions with respect to industry performance, general business, markets and economic conditions and other matters, many of which are beyond the control of any party involved in the Arrangement.

The Opinion is being provided to the Special Committee and Board of Directors for their exclusive use only in considering the Arrangement and, except for the inclusion of the Opinion in its entirety and a summary thereof (in a form acceptable to us) in the Circular, may not be published, disclosed to any other person, relied upon or used by any other person, or used for any other purpose, without the prior written consent of Raymond James. Our Opinion is not intended to be and does not constitute a recommendation to the Special Committee or Board of Directors as to any decision with respect to the Arrangement or to any Shareholder as to how they should vote on the Arrangement, nor as an opinion concerning the trading price or value of any securities of the Company at any time, including following the announcement, completion or termination of the Arrangement.

Raymond James believes that its analyses must be considered as a whole and that selecting portions of its analyses and the factors considered by it, without considering all factors and analyses together, could create a misleading view of the process underlying the Opinion. The preparation of an Opinion is complex and is not necessarily susceptible to partial analysis or summary description and any attempt to do so could lead to undue emphasis on any particular factor or analysis. Accordingly, this Opinion should be read in its entirety.

The Opinion is given as of the date hereof and, although we reserve the right to change or withdraw the Opinion if we learn that any of the information, including the Information, that we relied upon in preparing the Opinion was inaccurate, incomplete or misleading in any material respect, we disclaim any obligation to change or withdraw the Opinion, to advise any person of any change that may come to our attention, or to update the Opinion after the date of this Opinion.

Fairness Methodologies

In support of the Opinion, Raymond James has performed certain financial analyses on the Company based on those methodologies and assumptions that Raymond James considered appropriate in the circumstances for the purposes of providing its Opinion. In the context of the Opinion, Raymond James has considered the following methodologies (as each such term is defined below):

a) DCF Approach;
b) Precedent Transactions Approach;
c) Public Company Trading with Premium Approach; and
d) Premium Paid Analysis.

DCF Approach

The discounted cash flow approach (the "DCF Approach") is a present value calculation of future cash flow expectations to determine a value of a company. It involves estimating annual net discretionary (or "free") cash flows for each year of the cash flow projection period. Where the business is expected to operate beyond the cash flow projection period, subsequent projected results are capitalized at the end of the cash flow period utilizing a terminal value method, and then discounted to their present value.

Pivot's primary business involves the provision of information technology services and solutions to its clients. Raymond James utilized an un-levered discounted cash flow analysis whereby Raymond James, using projections provided by management of the Company, calculated the earnings before interest, taxes, depreciation, and amortization ("EBITDA") and then proceeded to deduct taxes, capital expenditures and anticipated working capital requirements. Raymond James' calculations were based on projections of cash flows and other amounts prepared by management of the Company.

The DCF Approach requires that certain assumptions be made to derive the present value of future free cash flows including, among other things, growth rates, profit margins, capital investment, working capital, discount rates and terminal multiples. As part of the DCF Approach, Raymond James performed a range of sensitivity analyses on a variety of factors.

Precedent Transactions Approach

Raymond James reviewed available information on selected acquisition transactions involving North American information technology solutions providers that we considered relevant (the "Precedent Transactions Approach"). For each of the selected transactions, Raymond James considered the enterprise value of the acquired company compared to such company's EBITDA where available. Raymond James then applied a range of selected enterprise value multiples from these transactions to the corresponding data of Pivot.

Public Company Trading with Premium Approach

Raymond James compared public market trading statistics of Pivot to corresponding data from selected publicly traded North American information technology solutions providers that we considered relevant. Raymond James examined multiples based on the enterprise value for each of the comparable companies to the EBITDA for such companies. Raymond James then applied a range of selected enterprise value multiples to the

corresponding data of the Company to calculate an implied equity value of Pivot, to which Raymond James applied a change of control premium (the "Public Company Trading with Premium Approach").

Premium Paid Analysis

Raymond James compared the Consideration for the Shares pursuant to the Arrangement to the 20-day volume weighted average trading price of the Shares on the TSX as of September 4, 2020, the last trading day prior to the date of the Arrangement Agreement, to premiums paid over the past nine years in select Canadian change of control transactions (the "Premium Paid Analysis").

Fairness Considerations

The assessment of fairness of the Consideration, from a financial point of view, must be determined in the context of the particular transaction. Raymond James based its conclusion in the Opinion upon a number of quantitative and qualitative factors including, but not limited to:

a) the Consideration payable for each Share pursuant to the Arrangement compares favourably with the financial range derived from our analyses using the DCF Approach;
b) the Consideration payable for each Share pursuant to the Arrangement compares favourably with the financial range derived from our analyses using the Precedent Transactions Approach;
c) the Consideration payable for each Share pursuant to the Arrangement compares favourably with the financial range derived from our analyses using the Public Company Trading with Premium Approach;
d) the Consideration payable for each Share pursuant to the Arrangement represents a significant premium that compares favourably to the premium range derived from the Premiums Paid Analysis; and
e) other factors or analyses, which we have judged, based on our experience in rendering such opinions, to be relevant.

Raymond James did not, in considering the fairness, from a financial point of view, of the Consideration to be received pursuant to the Arrangement, assess any income tax consequences that any particular Shareholder may face in connection with the Arrangement.

Opinion

Based upon and subject to the foregoing and such other matters as we considered relevant, it is our opinion that, as of the date hereof, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders.

Yours very truly,

(signed) "Raymond James Ltd."

Raymond James Ltd.

Appendix "E"
INTERIM ORDER

See attached.

Court File No.: CV-20-00647666-00CL

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

$\mathcal{E}$ $\mathcal{L}$ $\mathcal{E}$

OTHE HONOURABLE MADAM JUSTICE CONWAY

MONDAY, THE 21ST

DAY OF SEPTEMBER, 2020

IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF FRIEURE BUSINESS CORPORATIONS ACT, R.S.O. 1990, c. B.16, AS AMENDED, AND RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING PIVOT TECHNOLOGY SOLUTIONS, INC., ITS SHAREHOLDERS, OPTIONHOLDERS, RESTRICTED SHARE UNITHOLDERS, 1264283 B.C. LTD. and COMPUTACENTER PLC

PIVOT TECHNOLOGY SOLUTIONS, INC.

Applicant

INTERIM ORDER (September 21, 2020)

THIS MOTION made by the Applicant, Pivot Technology Solutions, Inc. ("Pivot"), for an interim order for advice and directions pursuant to section 182 of the Business Corporations Act, R.S.O. 1990, c. B.16, as amended (the "OBCA"), was heard this day via Zoom videoconference due to the COVID-19 crisis.

ON READING the Notice of Motion, the Notice of Application issued on September 16, 2020 and the affidavit of David Toews, Chief Financial Officer of Pivot, sworn September 16,

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2020 (the "Toews Affidavit"), including the Plan of Arrangement, which is attached as Appendix C to the draft management information circular (the "Circular") of Pivot, which is itself attached as Exhibit "A" to the Toews Affidavit, and on hearing the submissions of counsel for Pivot and counsel for 1264283 B.C. Ltd. (the "Purchaser") and Computacenter plc (the "Parent"),

Definitions

THIS COURT ORDERS that all definitions used in this Interim Order shall have the meaning ascribed thereto in the Circular or otherwise as specifically defined herein.

The Meeting

$2.$ THIS COURT ORDERS that Pivot is permitted to call, hold and conduct a special meeting (the "Meeting") of holders (the "Shareholders") of common shares in the capital of Pivot (the "Common Shares"), to be held in a virtual-only format via live webcast online at https://web.lumiagm.com/227934840, on October 23, 2020, at 10:00am (Toronto time) in order for the Shareholders to, among other things, consider and, if determined advisable, pass a special resolution authorizing, adopting and approving, with or without variation, the Arrangement and the Plan of Arrangement (the "Arrangement Resolution").
THIS COURT ORDERS that the Meeting shall be called, held and conducted in 3. accordance with the OBCA, the notice of special meeting of Shareholders, which accompanies the Circular (the "Notice of Meeting"), and the articles and by-laws of Pivot, subject to what may be provided hereafter and subject to further order of this Court.
THIS COURT ORDERS that the record date (the "Record Date") for determination of $4.$ the Shareholders entitled to notice of, and to vote at, the Meeting shall be September 22, 2020.
THIS COURT ORDERS that the only persons entitled to attend or speak at the Meeting 5. shall be:
the Shareholders of record as of the Record Date or their respective proxyholders; $(a)$
the officers, directors, auditors and advisors of Pivot; $(b)$
the representatives and advisors of the Purchaser and the Parent; and $(c)$
other persons who may receive the permission of the Chair of the Meeting. $(d)$
1. THIS COURT ORDERS that Pivot may transact such other business at the Meeting as may otherwise be properly before the Meeting.

Quorum

THIS COURT ORDERS that the Chair of the Meeting shall be determined by Pivot and that the quorum at the Meeting shall be at least two persons, whether present in person or represented by proxy, representing in aggregate not less than 5% of the total outstanding number of Common Shares on the Record Date.

Amendments to the Arrangement and Plan of Arrangement

THIS COURT ORDERS that Pivot is authorized to make, subject to the terms of the 8. Arrangement Agreement, and paragraph 9, below, such amendments, modifications or

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supplements to the Arrangement and the Plan of Arrangement as it may determine without any additional notice to the Shareholders, or others entitled to receive notice under paragraphs 12 and 13 hereof and the Arrangement and Plan of Arrangement, as so amended, modified or supplemented shall be the Arrangement and Plan of Arrangement to be submitted to the Shareholders at the Meeting and shall be the subject of the Arrangement Resolution. Amendments, modifications or supplements may be made following the Meeting, but shall be subject to review and, if appropriate, further direction by this Court at the hearing for the final approval of the Arrangement.

THIS COURT ORDERS that, if any amendments, modifications or supplements to the 9. Arrangement or Plan of Arrangement as referred to in paragraph 8, above, would, if disclosed, reasonably be expected to affect a Shareholder's decision to vote for or against the Arrangement Resolution, notice of such amendment, modification or supplement shall be distributed, subject to further order of this Court, by press release, newspaper advertisement, prepaid ordinary mail, or by the method most reasonably practicable in the circumstances, as Pivot may determine.

Amendments to the Circular

THIS COURT ORDERS that Pivot is authorized to make such amendments, revisions and/or supplements to the draft Circular as it may determine and the Circular, as so amended, revised and/or supplemented, shall be the Circular to be distributed in accordance with paragraphs 12 and 13.

Adjournments and Postponements

THIS COURT ORDERS that Pivot, if it deems advisable and subject to the terms of the 11. Arrangement Agreement, is specifically authorized to adjourn or postpone the Meeting on one or more occasions, without the necessity of first convening the Meeting or first obtaining any vote of the Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as Pivot may determine is appropriate in the circumstances. The Record Date will not change as a result of any adjournments or postponements of the Meeting. This provision shall not limit the authority of the Chair of the Meeting in respect of adjournments and postponements.

Notice of Meeting

THIS COURT ORDERS that, in order to effect notice of the Meeting, Pivot shall send 12. the Circular (including the Notice of Application and this Interim Order), the Notice of Meeting, the form of proxy and the letter of transmittal, along with such amendments or additional documents as Pivot may determine are necessary or desirable and are not inconsistent with the terms of this Interim Order (collectively, the "Meeting Materials"), to the following:
the registered Shareholders as at the close of business (Toronto time) on the $(a)$ Record Date, at least twenty-one days prior to the date of the Meeting, excluding the date of sending and the date of the Meeting, by one or more of the following methods:
$(i)$ by pre-paid ordinary or first class mail at the addresses of the registered Shareholders as they appear on the books and records of Pivot, or its registrar and transfer agent, at the close of business (Toronto time) on the Record Date and if no address is shown therein, then the last address of the person known to the Secretary of Pivot;
by delivery, in person or by recognized courier service or inter-office mail, $(ii)$ to the address specified in (i) above; or
$(iii)$ by facsimile or electronic transmission to any registered Shareholder, who is identified to the satisfaction of Pivot and consents to such transmission in writing;
the non-registered Shareholders by providing sufficient copies of the Meeting $(b)$ Materials to intermediaries and registered nominees in a timely manner, in accordance with National Instrument $54-101$ – Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators; and
$(c)$ the directors and auditors of Pivot by delivery in person, by recognized courier service, by pre-paid ordinary or first class mail or by facsimile or electronic transmission, at least twenty-one days prior to the date of the Meeting, excluding the date of sending and the date of the Meeting;

and that compliance with this paragraph shall constitute sufficient notice of the Meeting.

THIS COURT ORDERS that, in the event that Pivot elects to distribute the Meeting 13. Materials, Pivot is hereby directed to distribute the Circular (including the Notice of Application and this Interim Order), and any other communications or documents determined by Pivot to be necessary or desirable (collectively, the "Court Materials") to the holders of outstanding options to acquire Common Shares (the "Options") and the holders of outstanding restricted share units of Pivot ("RSUs"), by any method permitted for notice to Shareholders as set forth in paragraphs $12(a)$ or $12(b)$ , above, concurrently with the distribution described in paragraph 12 of this Interim Order. Distribution to such persons receiving the Court Materials shall be to their addresses as they appear on the books and records of Pivot or its registrar and transfer agent as at the close of business (Toronto time) on the Record Date.
1. THIS COURT ORDERS that accidental failure or omission by Pivot to give notice of the Meeting or to distribute the Meeting Materials or Court Materials to any person entitled by this Interim Order to receive notice, or any failure or omission to give such notice as a result of events beyond the reasonable control of Pivot, or the non-receipt of such notice shall, subject to further order of this Court, not constitute a breach of this Interim Order nor shall it invalidate any resolution passed or proceedings taken at the Meeting. If any such failure or omission is brought to the attention of Pivot, it shall use its best efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.
1. THIS COURT ORDERS that Pivot is hereby authorized to make such amendments, revisions or supplements to the Meeting Materials and Court Materials (including, for

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greater certainty, the Circular) as Pivot may determine in accordance with the terms of the Arrangement Agreement ("Additional Information"), and that notice of such Additional Information may, subject to paragraph 9, above, be distributed by press release, newspaper advertisement, pre-paid ordinary mail, or by the method most reasonably practicable in the circumstances, as Pivot may determine.

THIS COURT ORDERS that distribution of the Meeting Materials and Court Materials pursuant to paragraphs 12 and 13 of this Interim Order shall constitute notice of the Meeting and good and sufficient service of the within Application upon the persons described in paragraphs 12 and 13 and that those persons are bound by any orders made on the within Application. Further, no other form of service of the Meeting Materials or the Court Materials, or any portion thereof need be made, or notice given or other material served in respect of these proceedings and/or the Meeting to such persons or to any other persons, except to the extent required by paragraph 9, above.

Solicitation and Revocation of Proxies

THIS COURT ORDERS that Pivot is authorized to use the letter of transmittal and the form of proxy substantially in the form of the drafts accompanying the Circular, with such amendments and additional information as Pivot may determine are necessary or desirable, subject to the terms of the Arrangement Agreement. Pivot is authorized to solicit proxies, directly or through its officers, directors or employees, and through such agents or representatives as it may retain for that purpose, and by mail or such other forms of personal or electronic communication as it may determine. Pivot may waive

generally, in its discretion, the time limits set out in the Circular for the deposit or revocation of proxies by Shareholders, if Pivot deems it advisable to do so.

THIS COURT ORDERS that Shareholders shall be entitled to revoke their proxies in 18. accordance with section 110(4) of the OBCA (except as the procedures of that section are varied by this paragraph and the Circular) provided that any instruments in writing delivered pursuant to section $110(4)(a)$ of the OBCA: (a) may be deposited at the registered office of Pivot or with the transfer agent of Pivot as set out in the Circular; and (b) any such instruments must be received by Pivot or its transfer agent not later than the business day immediately preceding the Meeting (or any adjournment or postponement thereof).

Voting

THIS COURT ORDERS that the only persons entitled to vote in person or by proxy on 19. the Arrangement Resolution, or such other business as may be properly brought before the Meeting, shall be those Shareholders of record at the close of business (Toronto time) on the Record Date. Illegible votes, spoiled votes, defective votes and abstentions shall be deemed to be votes not cast. Proxy forms that are properly signed and dated but which do not contain voting instructions shall be voted in favour of the Arrangement Resolution.
THIS COURT ORDERS that votes shall be taken at the Meeting on the basis of one 20. vote per Common Share and that in order for the Plan of Arrangement to be

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$\bar{a}$

implemented, subject to further Order of this Court, the Arrangement Resolution must be passed, with or without variation, at the Meeting by:

an affirmative vote of at least 66%% of the votes cast in respect of the $(a)$ Arrangement Resolution by Shareholders present in person or represented by proxy and entitled to vote at the Meeting; and
a simple majority of the votes cast in respect of the Arrangement Resolution by $(b)$ Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding votes attached to Common Shares held by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument $61-101$ -Protection of Minority Security Holders in Special Transactions.

Such votes shall be sufficient to authorize Pivot to do all such acts and things as may be necessary or desirable to give effect to the Arrangement and the Plan of Arrangement on a basis consistent with what is provided for in the Circular without the necessity of any further approval by the Shareholders, subject only to final approval of the Arrangement by this Court.

THIS COURT ORDERS that in respect of matters properly brought before the Meeting 21. pertaining to items of business affecting Pivot (other than in respect of the Arrangement Resolution), each Shareholder is entitled to one vote for each Common Share held.

Dissent Rights

THIS COURT ORDERS that each registered Shareholder as of the Record Date shall be entitled to exercise Dissent Rights in connection with the Arrangement Resolution in

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accordance with section 185 of the OBCA (except as the procedures of that section are varied by this Interim Order and the Plan of Arrangement) provided that, notwithstanding subsection 185(6) of the OBCA, any Shareholder who wishes to dissent must, as a condition precedent thereto, provide written objection to the Arrangement Resolution to Pivot in the form required by section 185 of the OBCA, which written objection must be received by Pivot not later than 5:00 p.m. (Toronto time) on October 21, 2020 (or 5:00 p.m. (Toronto time) on the day that is two business days immediately preceding any adjourned or postponed Meeting), and must otherwise strictly comply with the requirements of the OBCA. For purposes of these proceedings, the "court" referred to in section 185 of the OBCA means this Court.

THIS COURT ORDERS that any registered Shareholder who duly exercises such 23. Dissent Rights set out in paragraph 22 above and who:
is ultimately determined by this Court to be entitled to be paid fair value for his, $(a)$ her or its Common Shares, shall be deemed to have transferred those Common Shares as of the Effective Time, without any further act or formality and free and clear of all liens, claims, encumbrances, charges, adverse interests or security interests to Pivot for cancellation in consideration for a payment of cash from Pivot equal to such fair value; or
is for any reason ultimately determined by this Court not to be entitled to be paid $(b)$ fair value for his, her or its Common Shares pursuant to the exercise of the Dissent Right, shall be deemed to have participated in the Arrangement on the same basis and at the same time as any non-dissenting Shareholder;

$\label{eq:12} \begin{array}{ccc} \omega_{\mathbf{g}} & \mathcal{N} \stackrel{\mathcal{L}}{\rightarrow} & \mathcal{S} \ \mathcal{N} & \mathcal{N} \stackrel{\mathcal{L}}{\rightarrow} & \mathcal{S} \ \mathcal{N} & \mathcal{N} \end{array} \qquad \begin{array}{ccc} \mathcal{S} & \mathcal{N} \ \mathcal{N} & \mathcal{N} \ \mathcal{N} & \mathcal{N} \end{array}$

but in no case shall Pivot, the Purchaser or any other person be required to recognize such Shareholders as holders of Common Shares at or after the date upon which the Arrangement becomes effective and the names of such Shareholders shall be deleted from Pivot register of holders of Common Shares at that time.

Hearing of Application for Approval of the Arrangement

THIS COURT ORDERS that upon approval by the Shareholders of the Plan of 24. Arrangement in the manner set forth in this Interim Order, Pivot may apply to this Court for final approval of the Arrangement.
THIS COURT ORDERS that distribution of the Notice of Application and the Interim 25. Order, when sent in accordance with paragraphs 12 and 13, shall constitute good and sufficient service of the Notice of Application and this Interim Order and no other form of service need be effected and no other material need be served unless a Notice of Appearance is served in accordance with paragraph 26.
THIS COURT ORDERS that any Notice of Appearance served in response to the 26. Notice of Application shall be served on the solicitors for Pivot, the Purchaser and the Parent as soon as reasonably practicable, and, in any event, no less than two business days before the hearing of this Application at the following addresses:

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$\begin{array}{ccc} \mathbf{a} & \mathbf{b} & \mathbf{c} \ \mathbf{a} & \mathbf{b} & \mathbf{c} \end{array} \qquad \qquad \mathbf{a} \qquad \qquad \mathbf{b}$

BORDEN LADNER GERVAIS LLP

Barristers & Solicitors Bay Adelaide Centre, East Tower 22 Adelaide St. W, Suite 3400 Toronto, Ontario M5H 4E3

Caitlin R. Sainsbury / Graham Splawski Tel: (416) 367-6000 Fax: (416) 367-6749 Email: [email protected] / [email protected]

Lawyers for the Applicant

McCARTHY TETRAULT LLP Suite 5300 TD Bank Tower Box 48, 66 Wellington Street West Toronto, ON M5K 1E6 Shane D'Souza Tel: (416) 601-8196 [email protected]

Lawyers for the Purchaser and the Parent

THIS COURT ORDERS that, subject to further order of this Court, the only persons 27.

entitled to appear and be heard at the hearing of the within application shall be:

$(i)$ Pivot;
$(ii)$ the Purchaser;
$(iii)$ the Parent; and
any person who has filed a Notice of Appearance herein in accordance $(iv)$ with the Notice of Application, this Interim Order and the Rules of Civil Procedure.
THIS COURT ORDERS that any materials to be filed by Pivot in support of the within 28. Application for final approval of the Arrangement may be filed up to one day prior to the hearing of the Application without further order of this Court.
1. THIS COURT ORDERS that in the event the within Application for final approval does not proceed on the date set forth in the Notice of Application, and is adjourned, only those persons who served and filed a Notice of Appearance in accordance with paragraph 26 shall be entitled to be given notice of the adjourned date.

Precedence

THIS COURT ORDERS that, to the extent of any inconsistency or discrepancy 30. between this Interim Order and the terms of any instrument creating, governing or collateral to the Common Shares, Options, or RSUs, or the articles or by-laws of Pivot, this Interim Order shall govern.

Extra-Territorial Assistance

THIS COURT seeks and requests the aid and recognition of any court or any judicial, 31. regulatory or administrative body in any province of Canada and any judicial, regulatory or administrative tribunal or other court constituted pursuant to the Parliament of Canada or the legislature of any province and any court or any judicial, regulatory or administrative body of the United States or other country to act in aid of and to assist this Court in carrying out the terms of this Interim Order.

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Variance

THIS COURT ORDERS that Pivot shall be entitled to seek leave to vary this Interim 32. Order upon such terms and upon the giving of such notice as this Court may direct.

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Conna

IN THE MATTER OF AN APPLICATION UNDER SECTION 182, BUSINESS CORPORATIONS ACT, R.S.O. 1990, c. B.16, AS AMENDED

Court File No.: CV-20-00647666-00CL

Applicant PIVOT TECHNOLOGY SOLUTIONS, INC.

SUPERIOR COURT OF JUSTICE Caitlin R. Sainsbury (LSO #54122D) BORDEN LADNER GERVAIS LLP Graham Splawski (LSO #68589T) Proceeding commenced at Toronto Bay Adelaide Centre, East Tower Pivot Technology Solutions, Inc. (COMMERCIAL LIST) Lawyers for the Applicant, Toronto, Ontario M5H 4E3 (September 21, 2020) INTERIM ORDER Barristers and Solicitors 22 Adelaide Street West [email protected] Fax: (416) 367-6749 [email protected] Tel: (416) 367-6206 Tel: (416) 367-6438 OIXTARIO

6111569

$\frac{1}{2}$

$\tilde{\gamma}$

NOTICE OF APPLICATION FOR FINAL ORDER

See attached.

Court File No.: $CV-20-00647666-00CL$

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT, R.S.O. 1990, c. B.16, AS AMENDED, AND RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING PIVOT TECHNOLOGY SOLUTIONS, INC.. ITS SHAREHOLDERS, OPTIONHOLDERS, RESTRICTED SHARE UNITHOLDERS, 1264283 B.C. LTD. and COMPUTACENTER PLC

PIVOT TECHNOLOGY SOLUTIONS, INC.

Applicant

NOTICE OF APPLICATION

TO THE RESPONDENTS:

A LEGAL PROCEEDING HAS BEEN COMMENCED by the Applicant. The claim made by the Applicant appears on the following page.

THIS APPLICATION will come on for a hearing before a Judge presiding over the Commercial List on a date to be fixed at 10:00 a.m., or as soon after that time as the application may be heard, at 330 University Avenue, Toronto, Ontario.

IF YOU WISH TO OPPOSE THIS APPLICATION, to receive notice of any step in the application or to be served with any documents in the application, you or an Ontario lawyer acting for you must forthwith prepare a notice of appearance in Form 38A prescribed by the Rules of Civil Procedure, serve it on the Applicant's lawyer or, where the Applicant does not have a lawyer, serve it on the Applicant, and file it, with proof of service, in this court office, and you or your lawyer must appear at the hearing.

IF YOU WISH TO PRESENT AFFIDAVIT OR OTHER DOCUMENTARY EVIDENCE TO THE COURT OR TO EXAMINE OR CROSS-EXAMINE WITNESSES ON THE APPLICATION, you or your lawyer must, in addition to serving your notice of appearance, serve a copy of the evidence on the Applicant's lawyer or, where the Applicant does not have a lawyer, serve it on the Applicant, and file it, with proof of service, in the court office where the application is to be heard as soon as possible, but at least four days before the hearing.

IF YOU FAIL TO APPEAR AT THE HEARING, JUDGMENT MAY BE GIVEN IN YOUR ABSENCE AND WITHOUT FURTHER NOTICE TO YOU. IF YOU WISH

TO OPPOSE THIS APPLICATION BUT ARE UNABLE TO PAY LEGAL FEES, LEGAL AID MAY BE AVAILABLE TO YOU BY CONTACTING A LOCAL LEGAL AID OFFICE.

16 September 15, 2020 Date

Raymond D Williams Issued by

Digitally signed by Raymond D Williams
DN: c=ca, st=on, o=Government of
Ontario, ou=People,
serialNumber=DSAP256592, cn=Raymond D Williams
Date: 2020.09.16 09:13:08 -04'00'

Local Registrar

330 University Avenue, 7^th floor Address of Toronto, Ontario M5G 1R7 court office

ALL HOLDERS OF COMMON SHARES OF PIVOT TECHNOLOGY TO: SOLUTIONS, INC.

AND TO: ALL HOLDERS OF OPTIONS TO ACQUIRE COMMON SHARES OF PIVOT TECHNOLOGY SOLUTIONS, INC., AS AT SEPTEMBER 22, 2020

ALL HOLDERS OF RESTRICTED SHARE UNITS OF PIVOT AND TO: TECHNOLOGY SOLUTIONS, INC., AS AT SEPTEMBER 22, 2020

AND TO: ERNST & YOUNG LLP EY Tower 100 Adelaide St W Toronto, ON M5H 0B3

Auditors for Pivot Technology Solutions, Inc.

AND TO: Suite 5300

McCARTHY TETRAULT LLP

TD Bank Tower Box 48, 66 Wellington Street West Toronto, ON M5K 1E6

Shane D'Souza Tel: (416) 601-8196 [email protected]

Lawyers for 1264283 B.C. Ltd. and Computacenter plc

APPLICATION

1. THE APPLICANT MAKES APPLICATION FOR:

an interim Order for advice and directions pursuant to section 182(5) of the a) Business Corporations Act, R.S.O. 1990, c. B.16, as amended (the "OBCA") with respect to a proposed arrangement (the "Arrangement") involving Pivot Technology Solutions, Inc. ("Pivot"), its shareholders, optionholders and restricted share unitholders, 1264283 B.C. Ltd. (the "Purchaser") and Computacenter plc ("Computacenter");
a final Order approving the Arrangement pursuant to section 182(3) of the OBCA; $b)$ and
such further and other relief as this Court may deem just. $\mathbf{c})$

2. THE GROUNDS FOR THE APPLICATION ARE:

a) Pivot is a corporation continued under the laws of the Province of Ontario. The common shares in the capital of Pivot (the "Common Shares") are listed on the Toronto Stock Exchange ("TSX") under the symbol "PTG".
$b)$ Pivot is an industry-leading information technology services and solutions provider to many of the world's most successful companies, including members of the Fortune 1000, as well as governments and educational institutions. By leveraging its extensive OEM partnerships and its own fulfillment, professional, deployment, workforce and managed services, Pivot supports the IT infrastructure needs of its clients.
The Purchaser is a privately held British Columbia company, wholly owned by $\mathbf{c})$ Computacenter. Computacenter is a leading independent technology partner, trusted by large corporate and public sector organisations. It helps its customers to source, transform and manage their IT infrastructure to deliver digital transformation, enabling users and their business. Computacenter is a public

company quoted on the London FTSE 250 (CCC.L) and employs over 16,000 people worldwide.

Pursuant to the arrangement, among other things: $d)$
the Purchaser will acquire all of the issued and outstanding Common $i)$ Shares;
holders of Common Shares will receive C\$2.60 in cash for each Common $\rm ii)$ Share held;
iii) holders of options to purchase Common Shares outstanding on the date of completion of the Arrangement (whether vested or unvested) ("Options") will receive a cash payment equal to the amount (subject to applicable withholdings) by which: (i) C\$2.60 exceeds (ii) the exercise price to acquire a Common Share on the exercise of such Option and such Options will be deemed to be unconditionally vested and exercisable and will, without any further action by or on behalf of the holder, be deemed to be assigned and transferred by such holder to Pivot. All Options will, concurrently with such payment, be cancelled;
$iv)$ holders of restricted share units of Pivot outstanding on the date of completion of the Arrangement (whether vested or unvested) ("RSUs") will receive a cash payment of C\$2.60 (subject to applicable withholdings) in exchange for each RSU held, and each RSU will be deemed to be unconditionally vested and will, without any further action by or on behalf of the holder, be deemed to be assigned and transferred by such holder to Pivot. All RSUs will, concurrently with such payment, be cancelled;
Pivot will become wholly owned by the Purchaser and the Common $V)$ Shares will be de-listed from the TSX; and

Pivot and the Purchaser will amalgamate. $\mathbf{vi})$

The Arrangement is an "arrangement" within the meaning of subsection $182(1)$ of $\epsilon$ ) the OBCA.
f) All statutory requirements under the OBCA and any interim Order have been or will be satisfied by the return date of this Application.
$g)$ The directions set out and the approvals required pursuant to any interim Order this Court may grant have been followed and obtained, or will be followed and obtained by the return date of this Application.
$h)$ The Arrangement is in the best interests of the Pivot and is put forward in good faith.
$i)$ The Arrangement is procedurally and substantively fair and reasonable overall.
$j)$ Certain holders of Common Shares are resident outside of Ontario and will be served at their addresses as they appear on the books and records of Pivot as at the record date for the special meeting of shareholders Pivot intends to hold in connection with the Arrangement, being the record date set by Pivot, pursuant to rule 17.02(n) of the Rules of Civil Procedure and the terms of any interim Order for advice and directions granted by this Court.
k) Pivot pleads and relies on:
$i)$ Section 182 of the OBCA.
$\mathbf{ii}$ National Instrument 54-101 - Communication with Beneficial Owners of the Securities of a Reporting Issuer of the Canadian Securities Administrators.
iii) Rules 1.04, 1.05, 14.05(2), 14.05(3), 38 and 39 of the Rules of Civil Procedure.
$iv)$ Such further and other grounds as counsel may advise and this Honourable Court may permit.

3. THE FOLLOWING DOCUMENTARY EVIDENCE WILL BE USED AT THE HEARING OF THE APPLICATION:

a) such interim Order as may be granted by this Court;
$b)$ an affidavit to be sworn on behalf of Pivot by David Toews, Chief Financial Officer of Pivot, describing the Arrangement and outlining the basis for an interim Order for advice and directions, with exhibits thereto;
a further affidavit(s) to be sworn on behalf of Pivot, reporting as to compliance $\mathbf{c})$ with any interim Order and the results of any meeting conducted pursuant to such interim Order, with exhibits thereto; and

$d)$ such further and other material as counsel may advise and this Court may permit.

16 September 15, 2020

BORDEN LADNER GERVAIS LLP

Barristers and Solicitors Bay Adelaide Centre, East Tower 22 Adelaide Street West Toronto, Ontario M5H 4E3 Fax: (416) 367-6749

Caitlin R. Sainsbury (LSO #54122D) Tel: (416) 367-6438 [email protected]$

Graham Splawski (LSO #68589T) Tel: (416) 367-6206 [email protected]

Lawyers for the Applicant, Pivot Technology Solutions, Inc.

CORPORATIONS ACT, R.S.O. 1990, c. B.16, AS AMENDED PIVOT TECHNOLOGY SOLUTIONS, INC. Applicant

YOUR VOTE IS

IMPORTANT

The Board of Directors of Pivot Technology Solutions, Inc. Unanimously Recommends that Shareholders Vote FOR The Arrangement Resolution

QUESTIONS AND VOTING ASSISTANCE

If you have questions about the information contained in this circular or require voting assistance, please contact Pivot's proxy solicitation agent and shareholder communications advisor:

North American Toll Free 1-877-452-7184

Outside North America 416-304-0211

Email [email protected]

AI assistant

Pivot Technology Solutions, Inc. — Proxy Solicitation & Information Statement 2020

46765_rns_2020-09-28_1698d061-c03d-4168-8fbd-707e19a4e7aa.pdf

NOTICE OF SPECIAL MEETING

MANAGEMENT INFORMATION CIRCULAR

SPECIAL MEETING OF SHAREHOLDERS

PIVOT TECHNOLOGY SOLUTIONS, INC.

A PLAN OF ARRANGEMENT INVOLVING 1264283 B.C. LTD., A WHOLLY OWNED SUBSIDIARY OF COMPUTACENTER PLC

OCTOBER 23, 2020

The Arrangement

Fairness Opinion

Board Recommendation

Approval Requirements

Voting Your Shares

Letter of Transmittal

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF PIVOT TECHNOLOGY SOLUTIONS, INC.

BY ORDER OF THE BOARD OF DIRECTORS OF PIVOT TECHNOLOGY SOLUTIONS, INC.

TABLE OF CONTENTS

MANAGEMENT INFORMATION CIRCULAR

Information Contained in this Information Circular

This Information Circular is delivered in connection with the solicitation of proxies by and on behalf of management of Pivot for use at the Meeting, and any adjournment(s) or postponement(s) thereof.

Defined Terms

Forward-Looking Information

Information for Registered Pivot Shareholders

Information for Beneficial Pivot Shareholders

Notice to Securityholders in the United States

Currency and Exchange Rates

QUESTIONS AND ANSWERS ABOUT THE ARRANGEMENT AND THE MEETING

Q&A on the Arrangement

Q: Why did I receive this package of information?

Q: What is a plan of arrangement?

Q: Where and when will the Meeting be held?

Q: What are Pivot Shareholders being asked to vote on?

Q: What will I receive for my Pivot Shares under the Arrangement?

Q: Does the Pivot Board support the Arrangement?

Q: What approvals are required of Pivot Shareholders at the Meeting?

Q: What other approvals are required for the Arrangement?

Q: When will the Arrangement become effective?

Q: What are the Canadian federal income tax consequences of the Arrangement?

Q: What will happen to Pivot if the Arrangement is completed?

Q: Are Pivot Shareholders entitled to Dissent Rights?

Q: What will happen if the Arrangement Resolution is not approved or the Arrangement is not completed for any reason?

Q: Should I send in my Letter of Transmittal and Pivot Share Certificates now?

Q: When can I expect to receive Consideration for my Pivot Shares?

Q: What happens if I send in my Pivot Share Certificate(s) and the Arrangement Resolution is not approved or the Arrangement is not completed?

Q: Who can help answer my questions?

Q&A on Proxy Voting

Q: Who is entitled to vote on the Arrangement Resolution?

Q: What do I need to do now in order to vote on the Arrangement Resolution?

Q: Should I send in my proxy now?

Q: What happens if I sign the form of proxy sent to me?

Q: Can I appoint someone other than the person(s) designated by management of Pivot to vote my Pivot Shares?

Q: What if amendments are made to these matters or if other matters are brought before the Meeting?

Q: Can I change my vote after I have voted by proxy?

Q: Who will count the votes?

Q: If my Pivot Shares are held by my Intermediary, will they vote my Pivot Shares?

Q: What happens to my Pivot Shares that are not surrendered prior to the sixth (6th) anniversary of the Effective Date?

Q: What are the United States federal income tax consequences of the Arrangement?

GENERAL INFORMATION CONCERNING THE MEETING AND VOTING

Time, Date and Place

Record Date

Meeting Materials

Solicitation of Proxies

How to Attend the Meeting

Voting by Proxies

Revocability of Proxies

Voting of Pivot Shares Owned by Beneficial Pivot Shareholders

Quorum

Principal Holders of Pivot Shares

Particulars of Matters to be Acted Upon at the Meeting

The Arrangement Resolution

INFORMATION CONCERNING PIVOT TECHNOLOGY SOLUTIONS, INC.

General

Trading History

Dividend Policy

Previous Purchases and Sales

Previous Distributions

Material Changes in the Affairs of Pivot

INFORMATION CONCERNING THE PURCHASER AND COMPUTACENTER PLC

THE ARRANGEMENT

Pivot Technology Solutions, Inc. Proxy Solicitation & Information Statement 2020