Sumeru Equity Partners, LP entered into a definitive arrangement agreement to acquire Q4 Inc. (TSX:QFOR) for approximately CAD 260 million on November 13, 2023. Pursuant to the Arrangement Agreement, the Purchaser will acquire all of the outstanding common shares of the Company (?Common Shares?) for CAD 6.05 per Common Share, other than those held by certain shareholders rolling their equity interests, by way of an arrangement transaction (the ?Arrangement?). Pursuant to the Arrangement Agreement, funds associated with Ten Coves Capital (?Ten Coves?), Darrell Heaps, the Founder, President and Chief Executive Officer of the Company, Neil Murdoch, a director of the Company, and another individual shareholder (collectively, the ?Rolling Shareholders?) will exchange an aggregate of 13,715,467 Common Shares for equity interests in the Purchaser having an equity value equivalent to the cash purchase price payable under the Arrangement. The Rolling Shareholders are rolling an aggregate of 13,715,467 Rollover Shares (the ?Rollover?) at an implied value per Common Share equal to CAD 6.05 per Common Share. The Rollover Shares represent approximately 34.1% of the issued and outstanding Common Shares. Upon completion of the Arrangement, Q4 will become a privately held company. The cash purchase price represents a premium of approximately 36% to the closing price of the Common Shares on the Toronto Stock Exchange (the ?TSX?) on November 10, 2023, the last trading day prior to the announcement of the Arrangement, a premium of approximately 43% to the 20 day volume-weighted average trading price of the Common Shares as at that date, and a premium of approximately 46% to the 60-day volume-weighted average trading price of the Common Shares on the TSX. Upon closing of the Arrangement, the Purchaser intends to cause the Common Shares to cease to
be listed on the TSX and to cause the Company to submit an application to cease to be a reporting issuer under applicable Canadian securities laws.

Completion of the Arrangement is subject to obtaining shareholder and other customary approvals, including receipt of court approval. The Arrangement is not subject to a financing condition. Assuming the timely receipt of all required approvals, the Arrangement is expected to close in the first quarter of 2024.The Arrangement resulted from a review process undertaken by the Company following inbound interest from Sumeru and several others since the Company completed its initial public offering in 2021. The process and negotiation of the Arrangement with Sumeru were supervised by a committee of independent directors (the ?Special Committee?). The Company entered into the Arrangement Agreement based on the unanimous approval of the Company?s board of directors (the ?Board?), with conflicted directors abstaining, and the unanimous recommendation of the Special Committee that the Arrangement is in the best interests of the Company and fair to the holders of the Common Shares (the ?Shareholders?) (other than the Rolling Shareholders). The Arrangement Agreement was the result of a comprehensive negotiation process that was conducted at arm?s length with the supervision and involvement of the Special Committee, as advised by independent and highly qualified legal and financial advisors. The Board, with Mr. Heaps, Murdoch and nominees of Ten Coves, being Messrs. Ned May and Dan Kittredge, declaring their conflicts of interest and abstaining from voting, unanimously approved the Arrangement Agreement following receipt of the unanimous recommendation of the Special Committee. The Special Committee was appointed by the Board to, among other matters, review the potential transaction and potential alternatives and consider the Company?s best interests and the implications to Shareholders and other stakeholders. The Board unanimously, with the conflicted directors abstaining from voting, recommends that Shareholders vote in favour of the Arrangement. The Company intends to call and hold a special meeting of Shareholders in the first quarter of 2024 (the ?Special Meeting?), where the Arrangement will be considered and voted upon by Shareholders of record. Further information regarding the Special Meeting, including the record and meeting date will be made available in
December.

Raymond James is acting as exclusive financial advisor to the Special Committee. Stifel Canada is acting as independent valuator to the Special Committee. Osler, Hoskin & Harcourt LLP is acting as legal advisor to the Company. Dorsey & Whitney LLP is acting as special U.S. legal advisor to the Company. McCarthy Tétrault LLP is acting as legal advisor to the Special Committee. Blake, Cassels & Graydon LLP is acting as legal advisor to the Rolling Shareholders. National Bank Financial Inc. is acting as exclusive financial advisor to Sumeru. Gibson, Dunn & Crutcher LLP and Stikeman Elliott LLP are acting as legal advisors to Sumeru.