Pivotals Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and the proxy statement and other relevant materials filed with
the SEC in connection with the business combination when they become available. Information concerning the interests of Pivotals participants in the solicitation, which may, in some cases, be different than those of their stockholders
generally, will be set forth in the proxy statement relating to the business combination when it becomes available. You may obtain free copies of these documents filed with the SEC, without charge, at the SECs web site at www.sec.gov.
No Offer or Solicitation
This communication does
not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.
Forward Looking Statements
The information in this press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this presentation, regarding the proposed business
combination, including Pivotals ability to consummate the transaction, the timing of the closing of the business combination, the benefits of the transaction and the combined companys future financial performance, as well as the combined
companys strategy, future operations and product and service offerings, estimated financial position, estimated revenues and losses, projected costs, prospects, customer pipeline, plans and objectives of management, and the Companys
ability to achieve its forecasted revenue targets are forward-looking statements. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. These statements may be preceded by, followed by or include the words
anticipates, believes, estimates, expects, projects, forecasts, may, will, should, seeks, plans,
scheduled, anticipates or intends or similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those
indicated by such statements. Certain of these risks are identified and discussed in Pivotals Annual Report on Form 10-K for the year ended December 31, 2019 under Risk Factors in Part I, Item 1A
and in Pivotals Quarterly Reports on Form 10-Q for the quarters ended June 30, 2020 and September 30, 2020. These risk factors will be important to consider in determining future results and
should be reviewed in their entirety. These forward-looking statements are expressed in good faith, and Pivotal and XL believe there is a reasonable basis for them. However, there can be no assurance that the events, results or trends identified in
these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and neither Pivotal nor XL is under any obligation, and expressly disclaim any obligation, to update, alter or otherwise
revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports, which Pivotal has filed or will file from
time to time with the SEC.
In addition to factors previously disclosed in Pivotals reports filed with the SEC and those identified elsewhere in
this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the parties ability to meet the closing conditions to the merger, including
approval by stockholders of Pivotal and XL on the expected terms and schedule and the risk that regulatory approvals required for the merger are not obtained or are