Second Leading Proxy Advisory Firm Glass Lewis Recommends Q4 Inc. Shareholders Vote FOR the Proposed Acquisition by Sumeru Equity Partners

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• Each main proxy advisory corporations – ISS and Glass Lewis – now advocate help for the Association
• Glass Lewis highlights that the transaction represents a “significant” premium for Shareholders and an “enticing” strategic alternative
• This fall urges Shareholders to vote FOR the proposed Association properly upfront of the January 22, 2024 at 10 a.m. Toronto Time deadline

TORONTO — This fall Inc. (TSX:QFOR) (“This fall” or the “Firm”), the main capital markets entry platform, right now introduced that unbiased proxy advisory agency Glass Lewis & Co. (“Glass Lewis”) recommends holders (the “Shareholders”) of the Firm’s frequent shares (the “Frequent Shares”) vote “FOR” the proposed association transaction (the “Association”) whereby This fall can be acquired by a newly fashioned entity managed by Sumeru Fairness Companions (“Sumeru”), a number one technology-focused funding agency. Beforehand, proxy advisory agency Institutional Shareholder Companies Inc. (“ISS”) additionally beneficial in favor of the Association. A particular assembly of Shareholders (the “Particular Assembly”) associated to the proposed Association might be held on January 24, 2024 at 10:00 a.m. (Toronto Time).

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In its report recommending help for the Association, Glass Lewis notes:

• “All advised, we imagine the board has introduced a enough case to help its view that the strategic alternative introduced by the Purchaser is enticing.”
• “When it comes to rationale underpinning the transaction, we spotlight that the all-cash supply presents sure and fast worth and liquidity for shareholders at significant short- and long-term market premiums…”
• “As we imagine the assumptions and methodologies utilized by [Stifel Nicolaus Canada Inc.] are broadly cheap, we contemplate the equity opinion to supply a foundation to counsel that the merger consideration is inside a good and cheap vary, from the standpoint of This fall shareholders.”
• “Commenting on the post-announcement market response, we imagine the constantly slim and constructive arbitrage unfold since announcement means that the market expects the transaction to shut and that it might be unlikely for any superior supply to emerge presently.”

Beforehand, ISS additionally highlighted the deserves of the transaction:¹

• “The supply represents a big premium to the unaffected worth and the valuation seems credible.”
• “The sale course of was finally performed on a comparable foundation to different current notable Canadian software program transactions and helped facilitate worth discovery.”

Julie Silcock, unbiased director and Chair of the This fall Board of Administrators’ Particular Committee mentioned, “Glass Lewis becoming a member of ISS in supporting the proposed Association with Sumeru is additional validation of the equity of the transaction. As each unbiased proxy advisory corporations concluded, the Association displays a big premium, which was reached following a strong strategic evaluate course of, and delivers certainty and liquidity for This fall Shareholders. We encourage Shareholders to vote for the proposed Association on the Particular Assembly.”

This fall encourages all Shareholders to comply with the advice of each ISS and Glass Lewis and vote “FOR” the proposed Association by January 22, 2024 at 10 a.m. (Toronto Time).

As a result of Essence of Time, Shareholders are inspired to vote on-line or by phone as described within the enclosed voting kind and on This fall’s web site at: https://traders.q4inc.com/Particular-Assembly.

The proxy voting deadline is on January 22, 2024 at 10 a.m. Toronto Time.

Shareholder Questions and Help

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Shareholders who’ve questions relating to the Association or require help with voting might contact Laurel Hill Advisory Group, the Firm’s shareholder communications advisor and proxy solicitation agent at:

Laurel Hill Advisory Group
North American Toll Free: 1-877-452-7184 (+1 416-304-0211 Outdoors North America)
Electronic mail: assistance@laurelhill.com.

About This fall Inc.

This fall Inc. (TSX: QFOR) is the main capital markets entry platform that’s reworking how issuers, traders, and the sell-side effectively join, talk, and have interaction with one another.

The This fall Platform facilitates interactions throughout the capital markets by IR web site merchandise, digital occasions options, engagement analytics, investor relations CRM, shareholder and market evaluation, surveillance, and ESG instruments. The This fall Platform is the one holistic capital markets entry platform that digitally drives connections, analyzes impression, and targets the appropriate engagement to assist public firms work sooner and smarter.

The corporate is a trusted companion to greater than 2,500 public firms globally, together with most of the most revered manufacturers on the planet, and maintains an award-winning tradition the place staff members develop and thrive.

This fall is headquartered in Toronto, with workplaces in New York and London. Be taught extra at traders.Q4inc.com.

About Sumeru Fairness Companions

Sumeru Fairness Companions gives development capital on the intersection of individuals and progressive expertise. Sumeru seeks to embolden progressive founders and administration groups with capital and scaling partnership. Sumeru has invested over US$3 billion in additional than fifty platform and add-on investments throughout enterprise and vertical SaaS, information analytics, schooling expertise, infrastructure software program and cybersecurity. The agency sometimes invests in firms all through North America and Europe. For extra info, please go to sumeruequity.com.

Cautionary Notice Relating to Ahead-Wanting Data

This launch consists of “forward-looking info” and “forward-looking statements” (collectively, “forward-looking statements”) inside the which means of relevant securities legal guidelines. Ahead-looking statements embrace, however aren’t restricted to, statements with respect to the acquisition by the Purchaser of all the issued and excellent Frequent Shares, the rationale of the Board for getting into into the Association Settlement, the anticipated timing and the varied steps to be accomplished in reference to the Association, together with receipt of Shareholder and court docket approvals, the anticipated timing for closing of the Association.

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In some circumstances, however not essentially in all circumstances, forward-looking statements might be recognized by means of forward-looking terminology comparable to “plans” “targets”, “expects” or “doesn’t count on”, “is predicted”, “a possibility exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “doesn’t anticipate” or “believes”, or variations of such phrases and phrases or state that sure actions, occasions or outcomes “might”, “may”, “would”, “may”, “will” or “might be taken”, “happen” or “be achieved”. As well as, any statements that check with expectations, projections or different characterizations of future occasions or circumstances include forward-looking statements. Ahead-looking statements aren’t historic info, nor ensures or assurances of future efficiency however as a substitute signify administration’s present beliefs, expectations, estimates and projections relating to future occasions and working efficiency. Ahead-looking statements are essentially based mostly on a variety of opinions, assumptions and estimates that, whereas thought of cheap by the Firm as of the date of this launch, are topic to inherent uncertainties, dangers and adjustments in circumstances that will differ materially from these contemplated by the forward-looking statements. Essential components that would trigger precise outcomes to vary, presumably materially, from these indicated by the forward-looking statements embrace, however aren’t restricted to, the likelihood that the proposed Association is not going to be accomplished on the phrases and circumstances, or on the timing, presently contemplated, or in any respect, the potential for the Association Settlement being terminated in sure circumstances, the flexibility of the Board to think about and approve a Superior Proposal for the Firm, and the opposite threat components recognized below “Danger Components” within the Firm’s newest annual info kind and administration’s dialogue and evaluation for the yr ended December 31, 2022 and within the administration’s dialogue and evaluation for the interval ended September 30, 2023, and in different periodic filings that the Firm has made and should make sooner or later with the securities commissions or related regulatory authorities in Canada, all of which can be found below the Firm’s SEDAR+ profile at www.sedarplus.ca. These components aren’t supposed to signify a whole listing of the components that would have an effect on the Firm. Nevertheless, such threat components must be thought of fastidiously. There might be no assurance that such estimates and assumptions will show to be right. You shouldn’t place undue reliance on forward-looking statements, which converse solely as of the date of this launch.

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Though the Firm has tried to determine vital threat components that would trigger precise outcomes to vary materially from these contained in forward-looking statements, there could also be different threat components not presently identified to us or that we presently imagine aren’t materials that would additionally trigger precise outcomes or future occasions to vary materially from these expressed in such forward-looking statements. There might be no assurance that such info will show to be correct, as precise outcomes and future occasions may differ materially from these anticipated in such info. Accordingly, you shouldn’t place undue reliance on forward-looking statements. The forward-looking statements signify the Firm’s expectations as of the date of this launch (or because the date it’s in any other case acknowledged to be made) and are topic to vary after such date. Nevertheless, the Firm disclaims any intention and undertakes no obligation to replace or revise any forward-looking statements whether or not because of new info, future occasions or in any other case, besides as required below relevant Canadian securities legal guidelines. All the forward-looking statements contained on this launch are expressly certified by the foregoing cautionary statements.

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¹ Permission to cite ISS was neither sought nor obtained.

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Contacts

Traders
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Gather Calls Outdoors North America: 1-416-304-0211
assistance@laurelhill.com

Edward Miller
Director, Investor Relations
(437) 291-1554
ir@q4inc.com

Media
Longacre Sq. Companions
Scott Deveau
sdeveau@longacresquare.com

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