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Acquisition of NetBenefit (UK) Limited Analyst Conference Call June 6, 2012

Acquisition of NetBenefit (UK) Limited Analyst Conference Call June 6, 2012. Forward Looking Statements.

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Acquisition of NetBenefit (UK) Limited Analyst Conference Call June 6, 2012

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  1. Acquisition of NetBenefit (UK) Limited Analyst Conference Call June 6, 2012

  2. Forward Looking Statements Certain statements made in this presentation including, but not limited to, statements relating to the acquisition by PEER 1 Network Enterprises, Inc. (“PEER 1”) of all of the issued and outstanding shares in the capital of NetBenefit (UK) Limited, certain strategic benefits and operational, competitive and cost efficiencies expected to result from the acquisition, PEER 1’s expected level of pro forma net leverage ratio and other statements in this presentation relating to matters that are not historical fact are forward-looking statements based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. Factors that could cause or contribute to such differences include, but are not limited to, the transaction might not close, the potential impact on the business of NetBenefit due to the uncertainty about the acquisition, the retention of key employees of NetBenefit, the ability of PEER 1 to successfully integrate NetBenefit and to achieve the anticipated synergies, general economic conditions, changes in technology, managing rapid growth, global sales risks, limited intellectual property protection and other risks and uncertainties described in PEER 1’s public filings with securities regulatory authorities. Any forward looking statements in this presentation are based on the information about NetBenefit currently available to PEER 1, which is subject to change, and PEER 1 will not necessarily update the information, except as required by law

  3. Transaction Overview Entered into a definitive agreement to acquire all of the outstanding shares of NetBenefit (UK) Limited, a leading UK-based managed hosting provider Total acquisition price of £25.0 million (USD $38.5 million) All cash transaction Immediately and significantly accretive to revenue, EBITDA and free cash flow Fully funded through cash on hand and available resources under existing credit facilities, including a US$25 million accordion facility underwritten by National Bank Financial in support of the acquisition Closing expected on or around June 30, 2012 Acquiring a leading UK-based managed hosting provider

  4. NetBenefit Overview Founded in 1995; division of London based Group NBT Group NBT is a leading provider of domain names and brand protection services Managed hosting provider, with cloud based services Primarily target SME’s in the UK 10% of revenue from small sales/support presence in France Approximately 700 customers and 50 employees Two primary, leased datacenters in greater London FY 2012 Forecast Results (June 30th) US$12.5MM US$3.8MM

  5. Acquisition Rationale Datacenter lease cost savings Office rent savings Reduced support costs Headcount rationalization Strategic Value • Vaults PEER 1 into a clear leadership position in the UK managed hosting market • Opportunity to up sell NetBenefit customer base • Sales and support presence in France provides an opportunity to test expansion in Continental Europe • Enhanced operating scale in the UK • 3 year contract to provide mission critical hosting services back to Group NBT (estimated at £1.5 million per annum) • Financial resources to further leverage NetBenefit’s core competencies Material CostSynergies

  6. Key Transaction Details £25.0 million (US$38.5 million) Fully funded from cash on hand and available credit facilities Acquisition Price EstimatedFinancial Impact • Cost synergies estimated at US$2.0 million, to be fully realized within 18 months following closing • Enhanced free cash flow generation allows for rapid deleveraging and strong shareholder returns • Pro forma funded debt/EBITDA at closing of 2.68x • One-time transaction, transition and integration costs of US$2.6 million to be incurred principally in the current fiscal quarter and Q1 FY13 Transaction Value • 10.1x FY12 EBITDA • 6.6x FY12 EBITDA, when adjusted for estimated cost synergies

  7. New Credit Facilities National Bank Financial appointed sole lead arranger and book runner to syndicate US$150 million in new credit facilities US$100 million committed term loan US$50 million committed revolver US$25 million uncommitted accordion Use of proceeds - repayment of existing credit facilities, capital expenditures, permitted acquisitions, and general corporate purposes Subject to the preparation, execution and delivery of mutually acceptable loan documentation and other customary conditions Closing expected June 30th

  8. Summary Highly compelling acquisition Vaults PEER 1 into leadership position in the UK Immediately and significantly accretive Fully funded, all cash transaction Strong credit profile maintained New credit facilities preserve access to non-dilutive capital on attractive terms Balance sheet strength and flexibility preserved

  9. Q&A

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