Quisitive Technology : Annual Information Form 2020

Quisitive Technology Solutions, Inc.

Annual Information Form

For the year ended December 31, 2019

Dated May 15, 2020

TABLE OF CONTENTS
MEANING OF CERTAIN REFERENCES AND CURRENCY INFORMATION .....................................................	3
MARKET AND INDUSTRY DATA............................................................................................................................	3
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION .......................................	3
CORPORATE STRUCTURE .......................................................................................................................................	4
GENERAL DEVELOPMENT OF THE BUSINESS....................................................................................................	5
DESCRIPTION OF THE BUSINESS...........................................................................................................................	9
RISK FACTORS .........................................................................................................................................................	26
DIVIDENDS AND DISTRIBUTIONS.......................................................................................................................	35
DESCRIPTION OF CAPITAL STRUCTURE ...........................................................................................................	35
MARKET FOR SECURITIES ....................................................................................................................................	36
ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON
TRANSFER.................................................................................................................................................................	37
DIRECTORS AND OFFICERS ..................................................................................................................................	37
AUDIT COMMITTEE DISCLOSURE.......................................................................................................................	39
LEGAL PROCEEDINGS AND REGULATORY ACTIONS ....................................................................................	41
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS...........................................	41
TRANSFER AGENT AND REGISTRAR..................................................................................................................	41
MATERIAL CONTRACTS ........................................................................................................................................	42
INTERESTS OF EXPERTS........................................................................................................................................	42
ADDITIONAL INFORMATION................................................................................................................................	42
APPENDIX "A" - CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS...................	A-1

2

MEANING OF CERTAIN REFERENCES AND CURRENCY INFORMATION

In this annual information form ("AIF" or "Annual Information Form"), unless the context otherwise requires, "Quisitive" refers to Quisitive Technology Solutions, Inc.; "Quisitive LLC" refers to the Corporation's wholly- owned subsidiary Quisitive, LLC; "LedgerPay" refers to the Corporation's subsidiary LedgerPay, Inc.; "Quisitive Ltd." refers to the Corporation's wholly-owned subsidiary Quisitive, Ltd. (formerly Fusion Holdings, Ltd,), "Fusion Agiletech" refers to the Corporation's wholly-owned subsidiary Fusion Agiletech Partners Inc., "CRG" refers to the Corporation's wholly-owned subsidiary Corporate Renaissance Group Inc.; "Menlo" refers to the Corporation's wholly-owned subsidiary Menlo Technologies Acquisitions, Inc. and its subsidiaries, and the "Corporation" refers to Quisitive Technology Solutions, Inc. and its subsidiaries. References to "Nebo" refer to the Corporation prior to completion of the Business Combination (as defined herein).

This AIF applies to the business activities and operations of the Corporation for the year ended December 31, 2019, as updated to May 15, 2020. Unless otherwise indicated, the information in this AIF is given as of the date hereof.

Unless otherwise indicated, all references to "US$" in this AIF refer to United States dollars and all references to "$" or "C$" in this AIF refer to Canadian dollars.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, the market and industry data contained in this AIF is based upon information from independent industry publications, market research, analyst reports and surveys and other publicly available sources. Although the Corporation believes these sources to be generally reliable, market and industry data is subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any survey. The Corporation has not independently verified any of the data from third party sources referred to in this AIF and accordingly, the accuracy and completeness of such data is not guaranteed.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

This AIF includes "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities laws and United States securities laws. All information, other than statements of historical facts, included in this AIF that addresses activities, events or developments that the Corporation expects or anticipates will or may occur in the future is forward-looking information. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes, among others, information regarding: statements relating to the business and future activities of, and developments related to, the Corporation after the date of this AIF, including such things as future business strategy, competitive strengths, goals; the expansion and growth of the Corporation's business, operations and plans; the intention to scale operations and make technology investments; new revenue streams; the completion by the Corporation of contemplated acquisitions; the expansion into additional markets; expectations of market size and growth in Canada and the United States; expectations for other economic, business, regulatory and/or competitive factors related to the Corporation or the computing and technology industries generally; and other events or conditions that may occur in the future.

Readers are cautioned that forward-looking information and statements are not based on historical facts but instead are based on reasonable assumptions and estimates of management of the Corporation at the time they were provided or made and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation, as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information and statements. Such factors include, among others: changes in technology, customer markets and demand for the Corporation's services; the efficacy of the Corporation's software and product offering; sales and margin risk; acquisition and integration risks; dependence on economic and market conditions including, but not limited to, access to equity or debt capital on favourable terms if required; changes in market dynamics including business relationships and competition; information system risks; risks associated with the introduction of new products; product design risk; risks related to the Corporation being a holding company; environmental risks; customer and vendor risks; credit risks; tax and insurance related risks; risks of legislative changes; risks relating to remote operations; key executive

3

risk; risk of litigation risks; risks related to contracts with third party service providers; risks related to the enforceability of contracts; risks related to the COVID-19 pandemic; risks related to the economy generally; the limited operating history of the Corporation; reliance on the expertise and judgment of senior management of the Corporation; risks related to proprietary intellectual property and potential infringement by third parties; risks relating to financing activities including leverage; risks relating to the management of growth; increased costs associated with the Corporation becoming a publicly traded company; increasing competition in the industry; risks relating to energy costs; reliance on key inputs, suppliers and skilled labour; cyber-security risks; risks related to quantifying the Corporation's target market; risks related to industry growth and consolidation; fraudulent activity by employees, contractors and consultants; conflicts of interest; risks related to the cost structures of certain projects; risks relating to certain remedies being limited and the difficulty of enforcement of judgments and effect service outside of Canada; risks related to future dispositions; sales by existing shareholders; the limited market for securities of the Corporation; price volatility of the common shares of the Corporation (the "Quisitive Shares"); no guarantee regarding use of available funds; currency fluctuations; and other factors beyond the Corporation's control, as more particularly described under the heading "Risk Factors" in this AIF.

Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking information and statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such information and statements. Accordingly, readers should not place undue reliance on forward-looking information and statements. The forward-looking information and statements contained herein are presented for the purposes of assisting readers in understanding the Corporation's expected financial and operating performance and the Corporation's plans and objectives and may not be appropriate for other purposes.

The forward-looking information and statements contained in this AIF represent the Corporation's views and expectations as of the date of this AIF and forward-looking information and statements contained herein represent the Corporation's views as of the date of hereof. The Corporation anticipates that subsequent events and developments may cause its views to change. However, while the Corporation may elect to update such forward- looking information and statements at a future time, it has no current intention of doing so except to the extent required by applicable law.

CORPORATE STRUCTURE

Name, Address and Incorporation

The Corporation was incorporated under the Business Corporations Act (Alberta) on August 12, 2011 under the name "Nebo Capital Corp." ("Nebo"). On March 2, 2012, Nebo completed an initial public offering by way of a capital pool company prospectus. On May 1, 2017 Nebo was continued into British Columbia under the Business Corporations Act (British Columbia) ("BCBCA").

Subsequent to its most recently completed financial year, Quisitive completed the Business Combination and filed Articles of Amendment to effect a name change from "Nebo Capital Corp." to "Quisitive Technology Solutions, Inc." (the "Name Change"). See "General Development of the Business - Recent Developments - The Business Combination".

The registered office of Quisitive is located at 161 Bay Street, Suite 2325, Toronto, Ontario M5J 2S1, and the head office of Quisitive is located at 1431 Greenway Drive, Suite 1000. Irving, Texas 75038.

Inter-corporate Relationships

The following diagram presents the inter-corporate relationships among Quisitive and its subsidiaries, as at the date hereof.

4

Note:

There are an additional 1,000,000 common shares in the capital of LedgerPay authorized but not yet issued which may be issued to third parties as employee incentives from time to time, subject to TSXV approval, which shall be convertible into 2,124,000 Quisitive Shares. Upon issuance of those additional 1,000,000 common shares of LedgerPay, the Corporation's indirect interest in LedgerPay would be reduced from 89% to 80%. See "General Development of the Business - Three Year History and Significant Acquisitions - Business Combination and 2018".

GENERAL DEVELOPMENT OF THE BUSINESS

Recent Developments

Prior to the completion of the Business Combination, the only active business operations of Nebo was to seek, evaluate and negotiate a potential "Qualifying Transaction" pursuant to the policies of the TSX Venture Exchange (the "TSXV"), and meet the disclosure obligations imposed upon it as a reporting issuer in the provinces of British Columbia, Alberta and Ontario. Following the completion of the Business Combination, Quisitive continued the business of Quisitive LLC and LedgerPay.

The Business Combination

Nebo, Fusion Agiletech and a wholly-owned subsidiary of Nebo entered into a definitive business combination agreement dated June 25, 2018, as amended July 28, 2018, providing for the acquisition of all of the issued and outstanding common shares of Fusion Agiletech. The Business Combination, which was completed on August 9, 2018, was structured as a Canadian three-cornered amalgamation transaction, and constituted a reverse takeover of Quisitive by Fusion Agiletech, pursuant to which Fusion Agiletech amalgamated with a wholly-owned subsidiary of Nebo, and Nebo acquired all of the issued and outstanding common shares of Fusion Agiletech, in exchange for the common shares of Nebo on a one-for-one basis, such that Fusion Agiletech became a wholly-owned subsidiary of Nebo. The Business Combination also provided that all outstanding convertible securities to purchase common shares of Fusion Agiletech were either exchanged in accordance with their terms, on a one-for-one basis, for economically equivalent securities of Nebo, or became exercisable for equivalent securities of Nebo in lieu of securities of Fusion Agiletech, and otherwise on the same terms and conditions. The completion of the Business Combination constituted Nebo's "Qualifying Transaction" pursuant to the applicable policies of the TSXV. In connection with the completion of the Business Combination, Nebo effected the Name Change.

5