Absolute Software : Business Acquisition Report

Absolute Software Corporation

Form 51-102F4

Business Acquisition Report

Item 1 Identity of Company

1. Name and Address of Company
   Absolute Software Corporation ("Absolute")
   Suite 1400, Four Bentall Centre, 1055 Dunsmuir Street Vancouver, BC V7X 1K8
2. Executive Officer
   The name and business telephone number of an executive officer of Absolute who is knowledgeable about the significant acquisition and this business acquisition report (this
   "Report") is:

Steven Gatoff

Chief Financial Officer 604-730-9851

Item 2 Details of Acquisition

1. Nature of Business Acquired
   On July 1, 2021, Absolute completed the acquisition (the "Acquisition") of 100% of NetMotion
   Software, Inc. ("NetMotion") by acquiring Mobile Sonic Inc. ("Mobile Sonic"), a holding company that owns NetMotion, pursuant to the Agreement and Plan of Merger dated May 11, 2021 (the "Agreement and Plan of Merger"). The purchase price was US$341.7 million, subject to adjustment pursuant to customary closing and working capital adjustment provisions contained in the Agreement and Plan of Merger, which adjustments have not been finalized as of the date of this Report. The Acquisition was financed with US$66.7 million of cash on hand and a US$275.0 million term loan from Benefit Street Partners LLC. A copy of the Agreement and Plan of Merger was filed under Absolute's profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
   NetMotion is a Secure Access Service Edge (SASE) business, combining enterprise Virtual Private Network (VPN), Zero-Trust Network Access (ZTNA), and Digital Experience Monitoring (DEM) on a unified platform.
2. Acquisition Date July 1, 2021.
3. Consideration
   The purchase price was US$341.7 million, subject to adjustment pursuant to customary closing and working capital adjustment provisions contained in the Agreement and Plan of Merger, which adjustments have not been finalized as of the date of this Report. The purchase price was paid in cash, and was financed by Absolute with US$66.7 million of cash on hand and with a US$275.0 million secured term loan from Benefit Street Partners LLC pursuant to a credit agreement dated July 1, 2021 (the "Credit Agreement"). The loan facility has a six-year term, bears interest at a floating rate predicated on the LIBOR or the US base rate plus a variable margin, and contains customary terms and conditions for a senior secured financing of this nature. A copy of the Credit Agreement was filed under Absolute's profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

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1. Effect on Financial Position
   Absolute has no current plans or proposals for material changes in its business affairs or the affairs of Mobile Sonic or NetMotion, in each case which may have a significant effect on the results of operations and financial position of Absolute.
   Pursuant to the Acquisition, Absolute acquired control of Mobile Sonic and NetMotion. The effect of the Acquisition on Absolute's financial position is outlined in Absolute's unaudited pro forma consolidated financial statements, which are attached as Schedule C to this Report.
2. Prior Valuations
   There has been no valuation opinion obtained within the last twelve months by Absolute, Mobile Sonic, or NetMotion which was required by securities legislation or a Canadian exchange or market to support the consideration paid by Absolute in connection with the Acquisition.
3. Parties to Transaction
   None of the parties to the Agreement and Plan of Merger were informed persons (as such term is defined in Section 1.1 of National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102")) or associates or affiliates of Absolute prior to the transaction.
4. Date of Report September 13, 2021.

Item 3 Financial Statements and Other Information

Pursuant to Part 8 of NI 51-102, the following financial statements are attached as schedules to this Report and form part of this Report:

Schedule A - Audited	The audited consolidated financial statements of
Consolidated Financial	Mobile Sonic as at and for the year ended
Statements of Mobile Sonic	December 31, 2020, and the notes thereto,
	together with the independent auditors report
	thereon.
Schedule B - Unaudited	The unaudited interim consolidated financial
Interim Consolidated Financial	statements of Mobile Sonic as at and for the six
Statements of Mobile Sonic	months ended June 30, 2021 and 2020.
Schedule C - Unaudited	The unaudited pro forma consolidated financial
Pro Forma Consolidated	statements of Absolute that give effect to the
Financial Statements of	Acquisition, comprised of the following:
Absolute
	(i) unaudited pro forma interim consolidated
	statement of financial position as at June 30,
	2021;
	(ii) unaudited pro forma interim consolidated
	statement of net income (loss) and
	comprehensive income (loss) for the year ended
	June 30, 2021; and
	(iii) notes to the unaudited pro forma consolidated
	financial statements.
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Caution Regarding Unaudited Pro Forma Financial Statements

This Report contains the unaudited pro forma consolidated financial statements of Absolute comprised of the pro forma consolidated statement of financial position as at June 30, 2021 and the pro forma consolidated statement of income (loss) and comprehensive income (loss) for the year ended June 30, 2021.

Such unaudited pro forma consolidated financial statements have been prepared using certain of Absolute's and Mobile Sonic's respective historical consolidated financial statements, respectively, as more particularly described in the notes to such unaudited proforma consolidated financial statements. The historical audited consolidated financial information has been adjusted in the unaudited pro forma consolidated financial statements to give effect to events that are: (i) directly attributable to the pro forma events, for which there are firm commitments and for which the complete financial effects are objectively determinable; and (ii) with respect to the unaudited pro forma consolidated statement of income (loss) and comprehensive income (loss), expected to have a continuing impact on Absolute's results after giving effect to the acquisition. The unaudited pro forma consolidated financial statements do not reflect any cost savings from operational efficiencies or synergies that could result from the Acquisition or for liabilities that may result from integration planning. The unaudited pro forma consolidated financial statements are presented for illustrative purposes only and do not necessarily reflect what Absolute's financial condition and results of operations would have been had the Acquisition occurred on the dates indicated.

The unaudited pro forma consolidated financial statements also may not be useful in predicting the future financial condition and results of the operations of Absolute. Absolute's actual future financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors, including, without limitation, those factors and risks discussed in the "Risks and Uncertainties" section of Absolute's fiscal 2021 annual Management's Discussion and Analysis dated August 10, 2021, which is available on SEDAR and EDGAR. The pro forma adjustments are based on preliminary estimates of the fair value of the assets acquired and liabilities assumed, currently available information and certain assumptions that Absolute believes are reasonable in the circumstances, as described in the notes to the unaudited pro forma consolidated financial statements.

As a result of these factors, the actual adjustments will differ from the pro forma adjustments, and the differences may be material.

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Schedule A - Audited Consolidated Financial Statements of Mobile Sonic

REPORT OF INDEPENDENT AUDITORS

AND CONSOLIDATED FINANCIAL STATEMENTS

MOBILE SONIC, INC. AND SUBSIDIARIES

December 31, 2020