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Investor PresentationPost-Q1 2019

2

Safe HarbourCertain statements in this presentation, other than statements of

historical fact, may include forward-looking information that involves

various risks and uncertainties that face the Company. Such statements

may contain words and expressions based on management’s current

assumptions and expectations related to estimates and assumptions made

by Quarterhill in light of its experience and its perception of historical

trends, current conditions, expected future developments and the

expected effects of new business strategies, as well as other factors.

There can be no assurance that any statements of forward-looking

information contained in this document will prove to be accurate. Actual

results and future events could differ materially from those anticipated in

such statements. These and all subsequent written and oral statements

containing forward-looking information are based on the estimates and

opinions of management on the dates they are made and expressly

qualified in their entirety by this notice. Except as required by applicable

laws, the Company assumes no obligation to update forward-looking

statements should circumstances or management's estimates or opinions

change. Readers are cautioned not to place undue reliance on any

statements of forward-looking information that speak only as of the date

of this presentation. Additional information identifying risks and

uncertainties relating to the Company’s business are contained under the

heading “Risk Factors” in Quarterhill’s filings with the various Canadian

securities regulators which are available online at www.sedar.com.

This presentation includes references to adjusted Earnings Before Interest,

Taxes, Depreciation and Amortization or “adjusted EBITDA”. Adjusted

EBITDA are earnings from continuing operations before: (i) income taxes;

(ii) finance expense or income; (iii) amortization of intangibles; (iv) special

charges and other one-time expenses; (v) depreciation of property, plant

and equipment; (vi) effects of deleted deferred revenue; (vii) the effects of

fair value step up in inventory acquired, and (viii) stock based

compensation.

Unless otherwise noted, all dollar amounts are in United States currency.

33

Our Goal

Provide investors with a profitable growth-

oriented investment opportunity by acquiring

and operating financially attractive niche

technology companies.

4

Diversification Strategy: Value Drivers

Driving shareholder value by improving financial outcomes

TSX: QTRH, NASDAQ: QTRH

Focus on accretive acquisitions

Stay disciplined with financial and operational criteria =

Optimize Opex structure

Invest in organic growth and tuck-in acquisitions

Maximize long-term cash flow

Increase recurring revenue

Grow AEBITDA and cash flow

Deliver more predictability in quarterly performance+

Acquire portfolio companies Enhance portfolio companies Improve financial profile

5

Our Focus

Intelligent Systems

Licensing

Verticalized enterprise

software and solutions

servicing large and

established industries

Technology-enabled

companies servicing

converging industries

Technology innovation

and licensing

Enterprise Software


6

Deal Flow: Target-Rich Environment*

Revenue<$10M

~30,000companies

Revenue$10-$50M

~7,000companies

Revenue$50M-$1B

~2,500companies

Revenue>$1B

~300companies

Large addressable market for accretive technology-centric M&A

FOCUS‘S

*Global Enterprise Company Data: ISV World, February 2018 TSX: QTRH, NASDAQ: QTRH

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Our Playbook

Recurring Revenue

Positive EBITDA

High Customer Retention

Profitable Growth

Predictable Cash Flows

Dedicated Management

Team

Organic Growth Upside

Ability to Enhance

Operations

ROIC Target 15-20%

LTM EBITDA Multiple Focus

Earnings vs Revenue Growth

LTM Revenue < $50M

A portfolio with sustainable revenue, earnings and cash flow growth

Our Sweet Spot Financially Disciplined Buyer


8

Generating Significant Deal Flow

1. Portfolio companies’ industry and market knowledge

2. Financial community

3. Agents and brokers

4. Industry specific networking

5. Strategic partnerships

6. Existing customers and suppliers

Increase internal resources over time and ramp deal volumes

Virtual M&A ecosystem combines internal and external resources

Experienced M&A team

100+ transactions

$6B+ deployed

capital

20+years M&A experience


9

Integration Strategy

Autonomy largely retained by portfolio companies

Improve operating metrics

Garner industry expertise

Provide access to capital

Corporate driven M&A process

Today TomorrowIdentify cost and revenue synergies

Shared go-to market and product development strategies

Expanded business unit-driven M&A

Streamlined and centralized infrastructure


10

How We Measure Success

Organic Revenue Growth

Acquisition Revenue Growth

Adjusted EBITDA

Free Cash Flow

Recurring Revenue %

reinvest cash flows into new investment opportunities

Incentivize businesses to improve cash flow & profitable growth

Return on Invested Capital 15-20%


1111

Portfolio Companies

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Financial Highlights

Predecessor business to Quarterhill

TTMRevenue &Adj EBITDA

IndustrySegment

12

Select Attributes Investment Highlights

Turn-key Licensing

Reputation and Proven Track Record

Professionalism

Capital

Stability

44 Partners

Cash Flow Generator

400+ Licenses

Jury trial victory vs Apple

60 Patent Portfolios

WiLAN Today

Patent Licensing

$47.1M &$10.3M


Licensing

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Date Acquired

TTMRevenue &Adj EBITDA

IndustrySegment

13

Select Solutions Investment Highlights

Truck Compliance

Traffic and Bridge Monitoring

Toll Collection

Weigh-in-Motion (WIM)

Traffic Safety

Global Presence

Evolving Technologies

Stable Revenue Base

Strong Management Team

Established Niche Player

IRD TodayIntelligent Systems

Intelligent Transportation Systems (ITS)

June 1, 2017

$46.9M &$4.4M


1414

Enterprise Software

Select Solutions Investment Highlights

ERP Agnostic

Innovative Culture

High Profitability

Strong Management Team

Established Niche Player

VIZIYA Today

Analytics

Scheduling

Maintenance Budgeting

Mobile Enhancement

Warranty Tracking


Enterprise Asset Management Software

May 4, 2017

$11.2M &$1.3M

Date Acquired

TTM Revenue & Adj EBITDA

IndustrySegment


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Financial Overview

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Financial Metrics

Revenue1 (millions) Adjusted EBITDA1

(millions)

Restructurings in 2018 at WiLAN & IRD to save ~ $6 million/year


0

20

40

60

80

100

120

140

2016 2017 2018 TTM

WiLAN Acquisitions

-20

-10

0

10

20

30

40

50

60

70

2016 2017 2018 TTM

WiLAN Acquisitions Corporate

1: VIZIYA and IRD were acquired in May and June of 2017, respectively.

Q1 2018 Q1 2019

Q1 2018 Q1 2019

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WiLAN: a cash flow generating business (000’s)


7.0

10.47.5

9.5 8.4

0.8

11.5

49.7

-8.1

3.3

-6.8

5.3

11.6

Q1 16 Q2 16 Q3 16 Q4 16 Q1 17 Q2 17 Q3 17 Q4 17 Q1 18 Q2 18 Q3 18 Q4 18 Q1 19

~$4M annual expenses removed in 2018

WiLAN cash from operations

Revenue >$850M, Adj EBITDA >$400M last 10 years; $135M in dividends and buybacks

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Growing Recurring Revenue

5.1

13.4

21.9

2016 2017 2018

Recurring Revenue1

(millions)

1.6

15.8

4.4

Wilan IRD VIZIYA

Recurring Revenue by Portfolio Company

(millions) (2018)

108%

CAGR

Growing Recurring Revenue

TSX: QTRH, NASDAQ: QTRH1: VIZIYA and IRD were acquired in May and June of 2017, respectively.

Q1 19 recurring revenue $5.6M up 33% compared to Q1 18

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($000’s, except per share data)As at

March 31, 2019

As at

December 31, 2018

Cash and cash equivalents $50,406 $63,929

Short-term investments, including restricted amounts $3,361 $3,239

Total assets $246,420 $237,412

Total debt $3,118 $3,070

Dividend declared per Common Share C$0.0125 C$0.0125

3.5% Dividend yield (as at May 9, 2019)

Strong Balance Sheet

Deployed $67.4M on

three acquisitions

in 2017

Cash & cash equivalents >$70M today

Strong Balance Sheet


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Management

Doug Parker, President & CEO

Shaun McEwan, CFO

Russ Stuebing, SVP Corporate Development

Neil Urquhart, SVP Human Resources

Prashant Watchmaker, SVP & General Counsel

Corporate Info

Ticker: QTRH on NASDAQ and TSX

Shares Outstanding: 118.6M

Market Cap1:

NASDAQ: ~$130M

TSX: ~$170M

Dividend Yield1: 3.5%

Analyst Coverage:

Canaccord

CIBC

Cormark

Board of Directors

John Gillberry, Chairperson Paul McCarten

Jim Skippen, Vice-Chairperson Ian McKinnon

Roxanne Anderson Doug Parker

Ron Laurie Rick Shorkey

1: as at June 11, 2019 TSX: QTRH, NASDAQ: QTRH

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Compensation Plan Tied to Long-Term Share Appreciation

Equity ownership requirements for Executives and Board members


Smaller short-term cash incentives

Equity-based incentives driven by long-term share price performance

Key Themes Short-term cash incentives Long-term equity incentives

maximum

20%of incentive

target

growth target is 10% annual compounded growth for five years

shares can’t be sold for up to 8 years

30% 3-year vesting periodoptions

70%PSUs

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Significant opportunity for accretive acquisitions

Proven playbook for value creation

Opportunity to get in on “ground floor”

Cash >$70M post-Q1 2019

Damages trial vs Apple set for August 2019 – potential catalyst

Businesses recently restructured to improve operational efficiency

Investment Highlights


Investor PresentationMarch 2018

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