Ann Dickerson
JohnstonWells
1512 Larimer Street
Denver, CO 80202
303.623.3366
adickerson@johnstonwells.com

Acquisition Answers at a Glance
What is SIVA Corporation™ announcing?
Why did SIVA acquire Progressive Software?
How does the acquisition of Progressive complement SIVA's business strategy?
How will the combined company market its products?
Why did the Progressive management team want to do this deal?
What does the acquisition mean for Progressive customers? Will SIVA discontinue support of some of Progressive's current product lines?
Who are Progessive's customers?
Who are SIVA's customers?
What is SIVA's product strategy?
Will the two companies' product offerings be integrated?
How does SIVA give restaurant operators choice?
How will the acquisition affect employees?
How many employees did SIVA have before the acquisition? Now?
Will there be a new name for the combined company?
Will there be new names for the Progressive products?

What is SIVA Corporation™ announcing?
SIVA Corporation™, the creator of next generation operations applications for the foodservice industry, is announcing that the company has entered into an agreement to buy Progressive Software, a provider of time-tested, results-driven restaurant software. The companies' people and products will be incorporated into a single organization delivering a broad spectrum of technology choices to restaurant operators.

The combined company will be led by SIVA's current CEO, Jim Melvin. Progressive CEO Christopher Sebes will join SIVA as Chief Operating Officer.

Following the acquisition, SIVA will continue to operate offices in Delray Beach, Florida and Charlotte, North Carolina. back

Why did SIVA acquire Progressive Software?
Since 2000, SIVA Corporation has met customer needs for quality restaurant technology. Our acquisition of Progressive Software is the next step in this process.

Progressive has a twenty-year track record of creating successful technology solutions for restaurant operators and excellent relationships with its customers, who include some of the biggest brands in the industry—Jack in the Box, Steak n Shake, Starbucks, and more.

The combined company will represent more than 13,000 installations, immediately making it the third largest POS vendor to the U.S. restaurant industry in terms of installed customer base. In addition, it will be the only major vendor in the restaurant segment to offer a next generation product as well as Windows and DOS lines. The ability to provide a migration path to a next generation application, whether to existing or potential customers, will be a compelling differentiator for the new, post-acquisition SIVA. back

How does the acquisition of Progressive complement SIVA's business strategy?
The Progressive acquisition represents a significant milestone in SIVA's planned growth. With the addition of Progressive's product lines, SIVA will be able to meet the needs of mainstream and legacy technology buyers as well as early adopters, greatly increasing the size of the potential market for our products. back

How will the combined company market its products?
SIVA markets products through direct sales, dealer sales, and cooperative marketing agreements with industry leaders. We value our existing relationships and look forward to working with Progressive's and SIVA's current business partners to deliver evolution and choice to restaurant operators.

We believe that our resellers' businesses will benefit from the nature and range of our united product offering. Those dealers interested in representing the full spectrum of the combined company's solutions will be given the opportunity to be certified to do so. back

Why did the Progressive management team want to do this deal?
It was in the best interest of Progressive's customers and employees for the company to be acquired and the products and employees to be merged into a new, stronger company. SIVA is backed by a group of investors who believe in the company's strong potential and are actively involved in supporting its growth and success. back

What does the acquisition mean for Progressive customers? Will SIVA discontinue support of some of Progressive's current product lines?
With the help of current Progressive employees, SIVA will continue to provide existing customers with the high quality products and service that they have come to expect. In addition, customers will benefit from access to a broader range of solutions designed to support a greater number of restaurant operations issues than previously available.

SIVA will sell and support the full line of Progressive products, including the IRIS and SMART point-of-sale applications. Current Progressive customers will be able to migrate to the next generation iSIVA™ point-of-sale technology if and when they choose, but will not be required to do so. back

Who are Progessive's customers?
Progressive counts among its many customers some of the most recognizable names in quick service and fast casual dining, including Arby's, Boddie Noell (the largest Hardee's franchisee), Captain D's, Carrows/Coco's, Denny's, Golden Corral, Jack in the Box, Krispy Kreme, Ryan's Steakhouse, Starbucks, Steak n Shake, and the franchise cooperative of Burger King. back

Who are SIVA's customers?
Since SIVA launched its products for general distribution in October 2003, the company has signed technology innovators Darden Restaurants and Jason's Deli. A number of pilots are underway with major table service and quick service chains. back

What is SIVA's product strategy?
SIVA understands that restaurants have a wide range of technology needs and that their technology strategies evolve over time. We are committed to providing a range of options to meet these needs at every stage of evolution.

With the acquisition of Progressive, SIVA's offering will include three distinct POS products that cover the technology spectrum:

• iSIVA, which is built on an enterprise architecture using next generation web technologies;



• IRIS, one of the most widely installed Windows-based POS systems in QSR and fast-casual restaurant chains; and



• SMART, the only DOS-era application that has been continuously maintained and enhanced with the new functionality restaurant operators want and need.

Customers can extend any of these applications with a comprehensive, cutting-edge set of back office and operations intelligence solutions, as well as above-store reporting, real-time alerts, and enterprise application management tools. back

How does SIVA give restaurant operators choice?
SIVA gives restaurant operators choice and control over store technologies by offering applications that are platform-independent, that comply with emerging industry data standards such as ARTS and IXRetail, and that are easy to extend using our Software Developer's Kit. We are the only major point-of-sale software company in the foodservice vertical that is not also a hardware vendor. back

How will the acquisition affect employees?
Progressive and SIVA employees are secure in their jobs as well as in their locations, since we will maintain offices in both Delray Beach, Florida and Charlotte, North Carolina. We foresee significant growth opportunities and we need these employees' talent and knowledge of our industry. Christopher Sebes, Progressive's current CEO, will be joining SIVA's management team as Chief Operating Officer. back

How many employees did SIVA have before the acquisition? Now?
SIVA has grown from 11 employees to 30 in the past year. After the acquisition, the total number of employees will exceed 80. back

Will there be a new name for the combined company?
No. After the acquisition, the combined companies will be represented by the SIVA name. back

Will there be new names for the Progressive products?
No. The market recognizes the proven quality of the IRIS and SMART brands; thus, SIVA intends to continue using those names. back