Q4 Inc.

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF Q4 INC.

TO BE HELD ON JANUARY 24, 2024

AND

MANAGEMENT INFORMATION CIRCULAR

with respect to an

ARRANGEMENT

involving

Q4 INC.

and

SEP FORGE BIDCO INC.

AFTER CAREFUL CONSIDERATION, AND FOLLOWING THE UNANIMOUS RECOMMENDATION OF A SPECIAL COMMITTEE COMPOSED OF INDEPENDENT DIRECTORS, THE BOARD OF DIRECTORS OF Q4 INC. (WITH CONFLICTED DIRECTORS NOT IN ATTENDANCE OR PARTICIPATING IN THE DECISION) HAS UNANIMOUSLY DETERMINED THAT THE ARRANGEMENT IS IN THE BEST INTERESTS OF THE COMPANY AND IS FAIR TO THE SHAREHOLDERS (OTHER THAN THE ROLLING SHAREHOLDERS). ACCORDINGLY, THE BOARD (OTHER THAN THE CONFLICTED DIRECTORS) UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION AT THE MEETING.

December 22, 2023

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

This document is important and requires your immediate attention. If you are in any doubt as to how to deal with it, you should consult with your broker, investment dealer, lawyer or other professional advisor. This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful.

Your vote is very important regardless of the number of securities you own. We urge you to vote using the enclosed form of proxy or voting instruction form, even if you are able to attend the meeting. Please carefully follow the instructions provided to vote your securities. If you have any questions or need assistance voting your securities, please contact the proxy solicitation agent:

Laurel Hill Advisory Group

North American Toll-Free: 1-877-452-7184 Calls Outside North America: +1 416-304-0211 Email: [email protected]

December 22, 2023

Dear Shareholder,

It is my pleasure to extend to you, on behalf of the board of directors (the “ Board ”) of Q4 Inc. (the “ Company ” or “ Q4 ”), an invitation to attend a special meeting (the “ Meeting ”) of holders (“ Shareholders ”) of common shares (“ Shares ”) of the Company to be held on January 24, 2024, at 10:00 a.m. (Toronto time). The Meeting will be a virtual only meeting conducted via live audio webcast. Shareholders can access the meeting by visiting https://meetnow.global/MA5VC62. We believe hosting the Meeting virtually will enable increased Shareholder attendance from different geographic locations and will encourage more active Shareholder engagement and participation at the Meeting.

At the Meeting, you will be asked to consider and, if thought advisable, to pass, with or without variation, a special resolution (the “ Arrangement Resolution ”) to approve a proposed plan of arrangement involving the Company and SEP Forge BidCo Inc. (the “ Purchaser ”), a newly formed corporation controlled by Sumeru Equity Partners (“ Sumeru ”), pursuant to Section 182 of the Business Corporations Act (Ontario) (the “ Arrangement ”), pursuant to which the Purchaser will acquire:

(a) all of the issued and outstanding Shares, other than the Shares held by Ten Coves Capital II, LP, Ten Coves Capital II Co-Invest, LP, Ten Coves II Q4 Holdings LLC, Murdoch Family Trust, W. Neil Murdoch, Director of the Company, Darrell Heaps, Director, President and Chief Executive Officer of the Company, and Beven Gray, an individual shareholder of the Company (collectively, the “ Rolling Shareholders ”, and all Shares to be sold by the Rolling Shareholders, the “ Rollover Shares ”), at a price of $6.05 in cash per Share (the “ Consideration ”); and
(b) all of the Rollover Shares, which will be exchanged for common shares of the Purchaser (each at an implied value of $6.05 per Share) (a “ Purchaser Share ”) or for a mix of Purchaser Shares and cash at an aggregate implied value of $6.05 per Share, in each case in accordance with the terms of each Rolling Shareholder’s rollover agreement (a “ Rollover Agreement ”),

as provided for in the Arrangement Agreement dated November 13, 2023 between Q4 and the Purchaser (the “ Arrangement Agreement ”).

THE ARRANGEMENT

On November 13, 2023, the Company entered into the Arrangement Agreement with the Purchaser, which includes, among other things, the conditions for the implementation of the Arrangement. The provisions of the Arrangement Agreement and steps of the Arrangement to be implemented are more particularly described in the accompanying notice and management information circular (together, the “ Circular ”).

Under the terms of the Arrangement Agreement, each Shareholder, other than the Rolling Shareholders and any Shareholders who exercise rights of dissent, will receive from the Purchaser the Consideration. Rolling Shareholders will receive for their Rollover Shares either Purchaser Shares (each at an implied value of $6.05 per Share) or a mix of Purchaser Shares and cash at an aggregate implied value of $6.05 per Share, in accordance with the applicable Rollover Agreement (the “ Rollover Consideration ”).

The Consideration offered under the Arrangement represents a premium of approximately 36% to the closing price of the Shares on the Toronto Stock Exchange (“ TSX ”) on November 10, 2023, the last trading day prior to announcement of the Arrangement, a premium of approximately 43% to the 20-day volume-weighted average trading price of the Shares on the TSX for the period ending on November 10, 2023, and a premium of approximately 46% to the 60-day volume-weighted average trading price of the Shares on the TSX for the period ending on November 10, 2023. The Arrangement represents an aggregate total equity value of approximately $257 million on a fully-diluted, in-the-money basis, inclusive of the Shares to be sold by the Rolling Shareholders.

BOARD RECOMMENDATION

After careful consideration, and after receiving the Raymond James Fairness Opinion, the Stifel Formal Valuation and Fairness Opinion (each as defined below) and advice from outside legal counsel, and following the unanimous recommendation of a special committee of independent directors of the Company (the “ Special Committee ”), the Board (with conflicted directors not in attendance or participating in the decision) has unanimously determined that the Arrangement is in the best interests of the Company and is fair to the Shareholders (other than the Rolling Shareholders). Accordingly, the Board (other than the conflicted directors) unanimously recommends that Shareholders vote FOR the Arrangement Resolution at the Meeting.

The recommendation of the Board is based on factors and considerations set out in detail in the accompanying Circular, including the unanimous recommendation of the Special Committee. Among other factors and considerations:

Certainty of Value and Liquidity . The Consideration offered to Shareholders (other than the Rolling Shareholders) under the Arrangement is all cash, which allows such Shareholders to immediately realize value for all of their investment and provides certainty of value and immediate liquidity. The Consideration to be received by Shareholders (other than the Rolling Shareholders) pursuant to the Arrangement represents a 36% premium to the closing price of the Shares on the TSX on November 10, 2023, the last trading day prior to the announcement of the Arrangement, a 43% premium to the 20-day volume-weighted average trading price of the Shares on the TSX as of November 10, 2023 and a 46% premium to the 60day volume-weighted average trading price of the Shares on the TSX as of November 10, 2023.
Highest Proposal . The Special Committee concluded, after extensive negotiations with Sumeru, that the Consideration, which represents an increase from the consideration initially proposed by Sumeru, was the highest price that could be obtained from Sumeru and that further negotiation could have caused Sumeru to withdraw its proposal, which would have deprived the Shareholders of the opportunity to evaluate and vote on the Arrangement.
Review of Strategic Alternatives . The Special Committee, after consultation with Raymond James & Associates, Inc. (“ Raymond James ”), considered the identity and potential strategic interest of other industry and financial counterparties for a potential transaction with the Company and the Special Committee determined that it was unlikely any person or group would be willing and able to propose a transaction that was on terms (including price) more favourable to the Company, the Shareholders and other relevant stakeholders than the Arrangement. The Special Committee also considered the Company’s stand-alone business strategy and concluded that the Consideration offered to Shareholders (other than the Rolling Shareholders) is more favourable to Shareholders than the alternative of remaining an independent public company and pursuing the Company’s long-term strategic plan (taking into account the risks, rewards and uncertainties). The Arrangement Agreement also permits the Company, in certain circumstances and subject to certain conditions, both during the Go-Shop Period and thereafter until Shareholder approval is obtained, to consider, accept and enter into a definitive agreement with respect to a Superior Proposal.
Formal Valuation . The receipt of the formal valuation of the Shares contained within the formal valuation and fairness opinion prepared by Stifel Nicolaus Canada Inc. (“ Stifel Canada ”), independent valuator to the Special Committee (the “ Stifel Formal Valuation and Fairness Opinion ”), which concluded that, based upon and subject to the assumptions made, procedures followed, matters considered, and limitations and qualifications set forth therein, as of November 12, 2023, the fair market value of the Shares was in the range of $5.50 to $6.80 per Share. The complete text of the Stifel Formal Valuation and Fairness Opinion is attached as Appendix “D” to the accompanying Circular. Shareholders are urged to read the Stifel Formal Valuation and Fairness Opinion in its entirety.
Fairness Opinions . The receipt of the fairness opinion contained within the Stifel Formal Valuation and Fairness Opinion from Stifel Canada, and of a fairness opinion from Raymond James (the “ Raymond James Fairness Opinion ”), exclusive financial advisor to the Special Committee, each of which concluded that, based upon and subject to the assumptions made, procedures followed, matters considered, and limitations and qualifications set out in their respective opinions, that the consideration to be received by the Shareholders (other than the Rolling Shareholders) pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders. The complete text of the Stifel Formal Valuation and Fairness Opinion and the Raymond James Fairness Opinion are attached as Appendix “D” and Appendix “E”, respectively, to the accompanying Circular. Shareholders are urged to read both Stifel Formal Valuation and Fairness Opinion and the Raymond James Fairness Opinion in their entirety.
Go-Shop Provision . The Arrangement Agreement includes a “go-shop” provision which allowed the Company, with the assistance of its financial advisor, to actively solicit, evaluate and enter into negotiations with respect to potential superior acquisition proposals during an initial 35-day period, with the possibility of a further 5-day extension under certain circumstances (the “ Go-Shop Period ”). Following the announcement of the Arrangement, with the assistance of Raymond James, the Company initiated its Go-Shop Process. Raymond James reached out to a variety of potential interested parties, including financial sponsors and strategic parties, and received unsolicited inbound interest from certain parties. Raymond James had contact with 23 parties during the process. The Company did not receive any Acquisition Proposals during the Go-Shop Period.
Support for the Arrangement . Each of the Rolling Shareholders and each of the directors and executive officers of the Company has entered into a voting support agreement (each, a “ Voting Support Agreement ”), pursuant to which they have agreed to, among other things, vote their Shares, which represent approximately 37.0% of the Shares outstanding as of the Record Date, in favour of the Arrangement at the Meeting.
Transaction Certainty . The likelihood, after consultation with their legal and financial advisors, that the Board and the Special Committee placed on the limited number of conditions to the Arrangement being satisfied, including that the parties do not anticipate any regulatory approvals will be required to be obtained under applicable Laws (as defined in the Circular) to consummate the Arrangement and that the completion of the Arrangement is not subject to any financing condition.
Arrangement Agreement Terms . The Arrangement Agreement is the result of a comprehensive process that was conducted at arm’s length with the involvement and supervision of the Special Committee as advised by independent and highly qualified legal and financial advisors and resulted in terms and conditions that are reasonable in the judgment of the Special Committee and the Board, including a customary “fiduciary out” that will enable the Company to enter into a Superior Proposal in certain circumstances.
Ability to Respond to Superior Proposal . Under the Arrangement Agreement, the Board, in certain circumstances both during the Go-Shop Period and thereafter until Shareholder approval is obtained, is able to consider, accept and enter into a definitive agreement with respect to a Superior Proposal (as defined in the Circular), and withdraw, modify or amend its recommendation that Shareholders vote to approve the Arrangement Agreement. The Voting Support Agreements, by their terms, terminate if the Board determines to enter into a definitive agreement with respect to a Superior Proposal.
No Financing Condition or Regulatory Approvals . The Arrangement is not subject to a financing condition in favour of Sumeru or any regulatory approvals.

VOTING SUPPORT AGREEMENTS

Each of the Rolling Shareholders and each of the directors and executive officers of the Company (collectively holding, directly or indirectly, or exercising control or direction over, an aggregate of 14,923,323 Shares, which represented approximately 37.0% of the issued and outstanding Shares, in each case as of the Record Date) has entered into a Voting Support Agreement pursuant to which such Rolling Shareholder, director or executive officer has agreed to, among other things, vote all of such individual’s Shares in favour of the Arrangement Resolution.

APPROVAL REQUIREMENTS

The Company has fixed December 19, 2023 (the “ Record Date ”) as the record date for determining those Shareholders entitled to receive notice of, and to vote at, the Meeting. Only persons shown on the register of Shareholders at the close of business on that date, or their duly appointed proxyholders, will be entitled to attend the Meeting and vote on the Arrangement Resolution. Each Share entitled to be voted at the Meeting will entitle the holder thereof as of the Record Date to one (1) vote at the Meeting in respect of the Arrangement Resolution.

Pursuant to the interim order of the Ontario Superior Court of Justice (Commercial List) dated December 20, 2023, as the same may be amended, modified or varied, the Arrangement Resolution will require the affirmative vote of (i) at least 66⅔% of the votes cast by Shareholders voting together as a single class (the “ Special Resolution Vote ”), and (ii) a simple majority of the votes cast by Shareholders voting together as a single class, excluding those votes attached to the Shares beneficially owned, or over which control or direction is exercised by, the Rolling Shareholders, and any other votes required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”) (the “ Minority Approval Vote ”), in each case present virtually or represented by proxy at the Meeting. To the knowledge of the directors of the Company, after reasonable inquiry, the votes attached to all of the Shares beneficially owned or controlled or directed by the Rolling Shareholders, representing approximately 35.6% of the issued and outstanding Shares, will be excluded from the Minority Approval Vote.

The Arrangement is subject to customary closing conditions for a transaction of this nature, including court and shareholder approvals. If the necessary approvals are obtained and the other conditions to closing are satisfied or waived, it is anticipated that the Arrangement will be completed in the first quarter of 2024 and, as a Shareholder, you will receive payment for your Shares shortly after closing, provided, if you are a registered Shareholder, that Computershare Investor Services Inc. (the “ Depositary ”), who is acting as depositary under the Arrangement, receives your duly completed letter of transmittal (“ Letter of Transmittal ”), together with the certificate(s) and any other documents required by the Depositary, if applicable.

The accompanying notice of special meeting (the “ Notice of Special Meeting ”) and Circular contain a detailed description of the Arrangement and set forth the actions to be taken by you at the Meeting. You should carefully consider all of the relevant information in the Notice of Special Meeting and the Circular and consult with your financial, legal or other professional advisors if you require assistance.

We are asking you to take two actions.

First, your vote is important regardless of how many Shares you own . It is recommended that you vote by telephone or internet to ensure that your vote is received before the Meeting. To cast your vote by telephone or internet, please have your form of proxy or voting instruction form on hand and carefully follow the instructions contained therein. Your telephone or internet vote authorizes the named proxies to vote your Shares in the same manner as if you mark, sign and return your form of proxy. You may also vote by mail by completing, dating and signing the enclosed form of proxy or voting instruction form and return it in the envelope provided for that purpose. To be valid, proxies must be received before 10:00 a.m. (Toronto time) on January 22, 2024 or, if the Meeting is adjourned or postponed, 48 hours (excluding Saturdays, Sundays and holidays) before any reconvened meeting, or be deposited with the Chair of the Meeting prior to the commencement of the Meeting or any reconvened meeting.

Second, if you hold Shares through a broker, investment dealer, bank, trust company or other intermediary, to ensure that you receive the Consideration for your Shares if the Arrangement is completed, please follow the instructions provided by such broker, investment dealer, bank, trust company or other intermediary in delivering your Shares.

If you have any questions or need assistance in your consideration of the Arrangement or with the completion and delivery of your proxy, please contact the Company’s proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 (North American toll-free) or +1 416-304-0211 (calls outside North America), or by email at [email protected]. If you have any questions about submitting your Shares for the Arrangement, including with respect to completing the Letter of Transmittal, please contact the Depositary, Computershare Investor Services Inc., at 1-800-564-6253 (North American toll-free) or +1 514-982-7555 (calls outside North America), or by email at [email protected].

Thank you for your ongoing support as we prepare to take part in this important event in the history of the Company.

Dated at Toronto, Ontario, this 22[nd ] day of December, 2023.

(signed) “Darrell Heaps”

Darrell Heaps, President and Chief Executive Officer Q4 Inc.

Q4 INC. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Take Notice that the special meeting (the “ Meeting ”) of holders (“ Shareholders ”) of common shares (“ Shares ”) of Q4 Inc. (the “ Company ”) will be held on January 24, 2024, at 10:00 a.m. (Toronto time). The Meeting will be a virtual only meeting conducted via live audio webcast. Shareholders can access the meeting by visiting https://meetnow.global/MA5VC62. The purpose of the Meeting is as follows:

to consider, pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List) dated December 20, 2023, as the same may be amended, modified or varied (the “ Interim Order ”), and, if thought advisable to pass, with or without variation, a special resolution (the “ Arrangement Resolution ”) to approve a proposed plan of arrangement involving the Company and SEP Forge BidCo Inc., pursuant to Section 182 of the Business Corporations Act (Ontario) (the “ Arrangement ”). The full text of the Arrangement Resolution is set forth in Appendix “B” to the accompanying management information circular (the “ Circular ”); and
to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The Company has fixed December 19, 2023 as the record date for determining those Shareholders entitled to receive notice and to vote at the Meeting. Only persons who were Shareholders as of the close of business on December 19, 2023 will be entitled to receive notice of, and to vote at, the Meeting. The Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice.

The Meeting will be held virtually via the internet. Shareholders who choose to attend the Meeting will do so by accessing a live audio webcast of the Meeting via the internet. Shareholders and duly appointed proxyholders can access the Meeting by visiting https://meetnow.global/MA5VC62. At this website, Shareholders and duly appointed proxyholders will be able to listen to the Meeting live, submit questions and submit their vote while the Meeting is being held. We believe hosting the Meeting virtually will enable increased Shareholder attendance from different geographic locations and will encourage more active Shareholder engagement and participation at the Meeting. Please see “General Information Concerning the Meeting and Voting” below for more information.

If you are unable to attend the Meeting or if you wish to vote in advance of the Meeting, please carefully follow the instructions on the proxy or voting instruction form. Only registered Shareholders and duly appointed proxyholders may attend and vote at the Meeting. Shareholders who hold their Shares with a broker, investment dealer, bank, trust company or other intermediary who wish to vote at the Meeting must carefully follow the instructions provided by their intermediary. For information with respect to Shareholders who own their Shares through an intermediary, see “Proxyholder Matters – Voting of Proxy – NonRegistered Shareholders” in the Circular. In order to be effective, proxies must be received by the Chair of the Meeting no later than 10:00 a.m. (Toronto time) on January 22, 2024. Note that the deadlines set by your intermediary for submitting your form of proxy or voting instruction form may be earlier than the time and date described above. If you are attending the Meeting, please log in to the virtual meeting in advance to ensure that your vote will be counted.

Time is of the essence. It is recommended that you vote by telephone or internet to ensure that your vote is received before the Meeting. To cast your vote by telephone or internet, please have your form of proxy or voting instruction form on hand and carefully follow the instructions contained therein. You may also vote by mail by completing, dating and signing the enclosed form of proxy or voting instruction form and return it in the envelope provided for that purpose. To be valid, proxies must be received before 10:00 a.m. (Toronto time) on January 22, 2024 or, if the Meeting is adjourned or postponed, 48 hours (excluding Saturdays, Sundays and holidays) before any reconvened meeting, or be deposited with the Chair of the Meeting prior to the commencement of the Meeting or any reconvened meeting. Late proxies may be accepted or rejected by the Chair of the Meeting at his or her sole discretion. The Chair of the Meeting is under no obligation to accept or reject any particular late proxy. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

If you are appointing someone other than the management nominees to represent your Shares at the meeting, in addition to indicating this when voting, you will also need to log on to the following site to register your appointee with Computershare at http://www.computershare.com/q4inc and provide the name and email address of your chosen nominee. The day following the proxy deadline, Computershare will send an email with log in information for the Meeting to all correctly registered appointees.

Pursuant to the Interim Order, registered Shareholders as of the record date have been granted the right to dissent in respect of the Arrangement and, if the Arrangement becomes effective and such dissent rights are validly exercised, to be paid an amount

equal to the fair value of their Shares. This dissent right, and the procedures for its exercise, are described in the Circular under “Dissent Rights of Shareholders”. Failure to comply strictly with the dissent procedures described in this Circular will result in the loss or unavailability of any right to dissent. Persons who are beneficial owners of Shares registered in the name of an intermediary who wish to dissent should be aware that only registered Shareholders as of the record date are entitled to dissent. Shares held through a broker or other intermediary are generally registered in the name of CDS & Co. Accordingly, a beneficial owner of Shares desiring to exercise this right must make arrangements for the Shares beneficially owned by such Shareholder to be registered in the Shareholder’s name prior to the time the written objection to the Arrangement Resolution is required to be received by the Company or, alternatively, make arrangements for the registered holder of such Shares to exercise such right to dissent on the Shareholder’s behalf. It is strongly suggested that any Shareholder wishing to dissent seek independent legal advice, as the failure to comply strictly with the provisions of the Business Corporations Act (Ontario), as modified by the Interim Order, the Final Order and the Plan of Arrangement (as such term is defined in the Circular), will result in the loss or unavailability of any right to dissent.

If you have any questions or need assistance in your consideration of the Arrangement or with the completion and delivery of your proxy, please contact the Company’s proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1-877-4527184 (North American toll-free) or +1 416-304-0211 (calls outside North America), or by email at [email protected]. If you have any questions about submitting your Shares for the Arrangement, including with respect to completing the Letter of Transmittal, please contact Computershare Investor Services Inc., who is acting as depositary under the Arrangement, at 1- 800-564-6253 (North American toll-free) or +1 514-982-7555 (calls outside North America), or by email at [email protected].

Dated at Toronto, Ontario, this 22[nd] day of December, 2023.

By Order of the Directors of Q4 Inc.

(signed) “Kenneth Szeto”

Kenneth Szeto, Corporate Secretary Q4 Inc.

Table of Contents	Page
Q4 INC. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS	i
Q4 INC. MANAGEMENT INFORMATION CIRCULAR	1
CAUTIONARY STATEMENTS	1
FORWARD-LOOKING STATEMENTS	2
NOTICE TO SHAREHOLDERS OUTSIDE CANADA	2
NOTICE TO SHAREHOLDERS IN THE UNITED STATES	3
SUMMARY	4
QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE ARRANGEMENT	14
Q&A: The Arrangement	14
Q&A: The Meeting	16
Q&A: Proxy Matters	17
Q&A: Questions	19
GENERAL INFORMATION CONCERNING THE MEETING AND VOTING	20
Purpose of the Meeting	20
Meeting Date and Quorum	20
Attending the Meeting	20
Questions at the Meeting	21
Principal Holders	21
PROXYHOLDER MATTERS	23
Solicitation of Proxies	23
Registered Shareholders	23
Voting of Proxy	24
Non-Registered Shareholders	24
Revocation of Proxy or Voting Instructions	25
DISSENT RIGHTS OF SHAREHOLDERS	27
THE ARRANGEMENT	30
Background to the Arrangement	30
Recommendation of the Special Committee	37
Recommendation of the Board of Directors	37
Reasons for the Recommendation	37
Fairness Opinions and Formal Valuation	41
Implementation and Particulars of the Arrangement	51
Sources of Funds for the Arrangement	54
Intentions of Directors, Executive Officers and Rolling Shareholders	55
Interests of Certain Persons in the Arrangement	55
Expenses of the Arrangement	58
Key Approvals	58
ARRANGEMENT MECHANICS	59
Depositary Agreement	59
Certificates and Payment	59
Non-Registered Holders	60
Letter of Transmittal for Registered Shareholders	61
Currency Election	61
KEY AGREEMENTS RELATING TO THE ARRANGEMENT	63
Arrangement Agreement	63
Voting Support Agreements	84
Rollover Agreements	86
CERTAIN CANADIAN LEGAL MATTERS	87
Canadian Securities Law Matters	87
Stock Exchange Delisting and Reporting Issuer Status	89

Effects on the Company if the Arrangement is Not Completed	89
RISK FACTORS	90
Risks Relating to Q4	90
Risk Factors Relating to the Arrangement	90
INFORMATION CONCERNING THE COMPANY	93
The Company	93
Description of Share Capital	93
Trading in Shares	93
Interest of Informed Persons in Material Transactions	94
Ownership of Securities of the Company	94
Commitments to Acquire Securities of the Company	95
Material Changes in the Affairs of the Company and Other Benefits	95
Arrangements between the Company and Security Holders	96
Previous Purchases and Sales by the Company	96
Previous Distributions	96
Dividend Policy	101
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	102
Holders Resident in Canada	102
Holders Not Resident In Canada	104
AUDITORS	105
OTHER INFORMATION AND MATTERS	105
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE	105
ADDITIONAL INFORMATION	105
APPROVAL OF DIRECTORS	106
CONSENT OF STIFEL CANADA	107
CONSENT OF RAYMOND JAMES	108
APPENDIX “A” GLOSSARY OF DEFINED TERMS	A-1
APPENDIX “B” FORM OF ARRANGEMENT RESOLUTION	B-1
APPENDIX “C” PLAN OF ARRANGEMENT	C-1
APPENDIX “D” STIFEL FORMAL VALUATION AND FAIRNESS OPINION	D-1
APPENDIX “E” RAYMOND JAMES FAIRNESS OPINION	E-1
APPENDIX “F” INTERIM ORDER	F-1
APPENDIX “G” NOTICE OF APPLICATION FOR FINAL ORDER	G-1
APPENDIX “H” SECTION 185 OF THE OBCA	H-1

Q4 INC. MANAGEMENT INFORMATION CIRCULAR

The management of Q4 Inc. (the “ Company ” or “ Q4 ”) has prepared this Management Information Circular and is asking you to vote and is soliciting proxies for the matters to be considered at a special meeting (the “ Meeting ”) of holders (“S hareholders ”) of common shares of the Company (“ Shares ”) to be held on January 24, 2024, at 10:00 a.m. (Toronto time). The record date for notice and voting at the Meeting (the “ Record Date ”) is December 19, 2023.

Unless otherwise noted or the context otherwise indicates, the “Company”, “Q4”, “we”, “us” and “our” refer to Q4 Inc.

All capitalized terms used in this Circular but not otherwise defined herein have the meanings set forth in the Glossary of Defined Terms in Appendix “A”. Information contained in this Circular is given as of December 22, 2023, except where otherwise noted and except that information in documents incorporated by reference is given as of the dates noted therein.

CAUTIONARY STATEMENTS

No person has been authorized to give any information or to make any representation in connection with the Arrangement and other matters described herein other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized by the Company and should not be relied upon in making a decision as to how to vote on the Arrangement.

This Circular does not constitute the solicitation of an offer to purchase, or the making of an offer to sell, any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation or offer is not authorized or in which the person making such solicitation or offer is not qualified to do so or to any person to whom it is unlawful to make such solicitation or offer.

Information contained in this Circular should not be construed as legal, tax or financial advice and Shareholders are urged to consult their own professional advisors in connection therewith.

All the information concerning the Purchaser, Sumeru and the Rolling Shareholders contained in this Circular has been provided by the Purchaser, Sumeru and the Rolling Shareholders, as applicable, for inclusion in this Circular. The Company has relied upon this information without having made independent inquiries as to the accuracy or completeness thereof. Although the Company has no knowledge that would indicate that any statements contained herein taken from or based upon such source are untrue or incomplete, the Company does not assume any responsibility for the accuracy or completeness of the information taken from or based upon such source or the Purchaser’s, Sumeru’s or any Rolling Shareholder’s failure to disclose events which have occurred or may affect the completeness or accuracy of such information but which are unknown to the Company.

Descriptions in this Circular of the terms of the Arrangement Agreement, the Voting Support Agreements, the Rollover Agreements, the Plan of Arrangement, the Stifel Formal Valuation and Fairness Opinion, the Raymond James Fairness Opinion and the Interim Order are summaries of the terms of those documents. Shareholders should refer to the full text of each of these documents. The Plan of Arrangement, the Stifel Formal Valuation and Fairness Opinion, the Raymond James Fairness Opinion and the Interim Order are attached to this Circular as Appendices “C”, “D”, “E”, and “F”, respectively. Copies of the Arrangement Agreement and the forms of Voting Support Agreements are available under the Company’s profile on SEDAR+ at www.sedarplus.ca. You are urged to carefully read the full text of these documents.

NO CANADIAN SECURITIES REGULATORY AUTHORITY NOR THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

Reporting Currency and Financial Information

Except as otherwise indicated in this Circular, references to “dollars” and “$” are to the currency of Canada.

All financial statements and financial data derived therefrom included or incorporated by reference in this Circular pertaining to the Company have been prepared in accordance with IFRS.

FORWARD-LOOKING STATEMENTS

This Circular contains “forward-looking information” within the meaning of applicable securities laws, such as statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Specific statements used in this Circular that may contain “forward-looking information” include but are not limited to statements with respect to: whether the Arrangement will be consummated, including the ability and timing to obtain approval of the Arrangement by the Shareholders and by the Court; the ability and timing of satisfaction of the conditions precedent to completion of the Arrangement; the delisting of the Shares from the TSX following the Effective Date; the ceasing of reporting issuer status of the Company; and the anticipated tax treatment of the Arrangement for shareholders. They are based on certain factors and assumptions, including expected growth, results of operations, business prospects and opportunities. The use of words such as “may,” “will,” “expect,” “believe,” “could,” “would,” “intend,” or other words of similar effect may indicate “forward-looking information”. Forward-looking information is not a guarantee of future performance and is subject to numerous risks and uncertainties, including those described in our publicly filed documents (available on SEDAR+ at sedarplus.ca) and in this Circular under the heading “Risk Factors”.

Those risks and uncertainties include, among other things: risks related to failure to receive approval by Shareholders, or the required Court approval to effect the Arrangement; the Arrangement Agreement may be terminated in certain circumstances, and the Company may be required to pay the Termination Fee; and if the Arrangement is not completed or is delayed, there could be an adverse effect on the Company’s business, financial condition, operating results and the price of its Shares. Given these risks and uncertainties, investors should not place undue reliance on forward-looking information as a prediction of actual results.

All forward-looking information in this Circular is qualified by these cautionary statements. These statements are made as of the date of this Circular and, except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Company, its financial or operating results, or its securities.

NOTICE TO SHAREHOLDERS OUTSIDE CANADA

The Company is a corporation existing under the laws of the Province of Ontario. The Company has prepared this Circular in accordance with Canadian disclosure standards. The solicitation of proxies and the transactions contemplated herein involve securities of a Canadian issuer and are being effected in accordance with applicable Canadian corporate and securities laws.

Shareholders should be aware that disclosure and solicitation requirements under such Canadian laws differ from requirements under corporate and securities laws applicable in other jurisdictions. The proxy rules of other jurisdictions are not applicable to the Company nor to this solicitation and therefore this solicitation is not being effected in accordance with such corporate or securities laws.

Certain of the financial information included in this Circular has been prepared in accordance with IFRS, which differ from other jurisdictions’ accounting principles in certain material respects, and thus may not be comparable to financial information of companies subject to such other jurisdictions’ accounting principles.

Shareholders who are not residents of Canada should be aware that the disposition of Shares pursuant to the Arrangement may have tax consequences in Canada and/or in the jurisdiction in which they are resident which may not be described fully herein. The tax treatment of such Shareholders pursuant to the Arrangement is dependent on their individual circumstances and the tax jurisdiction applicable to such Shareholders.

The Circular does not address any tax considerations of the Arrangement other than certain Canadian federal income tax considerations to Shareholders. Shareholders that are taxpayers in a jurisdiction outside Canada are advised to consult their

own independent tax advisors regarding any federal, state, local and foreign tax consequences to them by participating in the Arrangement, including any filing requirements.

THE ARRANGEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY ANY SECURITIES REGULATORY AUTHORITY, NOR HAS ANY SECURITIES REGULATORY AUTHORITY PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

Shareholders in the United States should also see “Notice to Shareholders in the United States” below.

NOTICE TO SHAREHOLDERS IN THE UNITED STATES

Shareholders who are citizens or residents of the United States (or are otherwise U.S. taxpayers for U.S. federal income tax purposes) should be aware that the Arrangement described herein may have U.S. tax consequences to them which are not described in this Circular. U.S. holders are urged to consult their own tax advisors with respect to such U.S. income tax consequences and the applicability of any federal, state, local, foreign and other tax laws.

As the Company has not registered any class of securities under the U.S. Exchange Act, this solicitation of proxies is not subject to the proxy requirements of section 14(a) of the U.S. Exchange Act. Accordingly, the solicitation of proxies contemplated herein is made in accordance with Canadian corporate and securities laws, and this Circular has been prepared in accordance with the disclosure requirements of Canadian securities laws. Shareholders located or resident in the United States should be aware that, in general, such Canadian disclosure requirements are different from those applicable to proxy statements, prospectuses or registration statements prepared in accordance with U.S. laws. The publicly filed financial statements of the Company have been prepared in accordance with IFRS and those which are audited have been audited in accordance with Canadian generally accepted auditing standards. Accordingly, the financial statements of the Company may not be comparable to financial statements prepared in accordance with generally accepted accounting principles or auditing standards in the United States.

The enforcement by shareholders of civil liabilities under U.S. Securities Laws may be affected adversely by the fact that the Company is organized under the laws of a jurisdiction outside the United States, that some of its officers and directors include residents of countries other than the United States, that some or all of the experts named in this Circular may be residents of countries other than the United States, or that all or a substantial portion of the assets of the Company and such aforementioned persons are located outside the United States. As a result, it may be difficult or impossible for Shareholders in the United States to effect service of process within the United States on the Company or such persons, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the U.S. Securities Laws. In addition, Shareholders in the United States should not assume that the courts of Canada: (a) would enforce judgments of U.S. courts obtained in actions against the Company or such persons predicated upon civil liabilities under U.S. Securities Laws; or (b) would enforce, in original actions, judgments against such persons predicated upon civil liabilities under U.S. Securities Laws.

SUMMARY

The following is a summary of certain information contained in this Circular, including its Appendices. This summary is not intended to be complete and is qualified in its entirety by the more detailed information contained elsewhere in this Circular, including its Appendices. Certain capitalized terms used in this summary are defined in the Glossary of Defined Terms of this Circular attached hereto as Appendix “A”. Shareholders are urged to read this Circular and its Appendices carefully and in their entirety.

The Meeting

Meeting and Record Date

The Meeting will be held on January 24, 2024 at 10:00 a.m. (Toronto time). The Meeting will be a virtual only meeting conducted via live audio webcast. See “General Information Concerning the Meeting and Voting”. The Company has fixed December 19, 2023 as the record date for determining those Shareholders entitled to receive notice and to vote at the Meeting.

How to Attend and Vote at the Meeting

The Meeting will be a virtual only meeting conducted via live audio webcast. The Meeting will be held entirely online to allow greater participation. Only persons shown on the register of Shareholders at the close of business (5:00 p.m. (Toronto time)) on the Record Date, or their duly appointed proxyholders, will be entitled to attend the Meeting and vote on the Arrangement Resolution.

Shareholders can access the Meeting by visiting https://meetnow.global/MA5VC62. A summary of the information Shareholders and duly appointed proxyholders will need to attend and vote at the Meeting online is provided in this Circular under “General Information Concerning the Meeting and Voting”.

If you plan to vote at the Meeting, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the Meeting. You should allow ample time to log in to the Meeting online and complete the check-in procedures.

However, even if you as a non-registered Shareholder plan to attend the Meeting, the Company recommends that you vote your Shares in advance.

The Arrangement Resolution

At the Meeting, Shareholders will be asked to consider and, if thought advisable, approve the Arrangement Resolution, a copy of which is attached as Appendix “B” to this Circular. See “The Arrangement – Key Approvals – Required Shareholder Approval” for a discussion of the shareholder approval requirements to effect the Arrangement.

Background to the Arrangement

See “The Arrangement – Background to the Arrangement” for a description of the background to the Arrangement.

Recommendation of the Special Committee

The Special Committee, having undertaken a thorough review of, and carefully considered, the Arrangement and alternatives thereto, and after consultation with Raymond James regarding the financial terms of the Arrangement and McCarthy Tétrault LLP (“ McCarthy ”) regarding legal matters relating to the Arrangement, and after considering the Stifel Formal Valuation and Fairness Opinion and the Raymond James Fairness Opinion, unanimously determined that the Arrangement is in the best interests of the Company and is fair to Shareholders (other than the Rolling Shareholders) and accordingly, the Special Committee unanimously recommended that the Board approve the Arrangement, and recommend to Shareholders that they vote in favour of the Arrangement Resolution.

Recommendation of the Board of Directors

Board (with conflicted directors not in attendance or participating in the decision) has unanimously determined that the Arrangement is in the best interests of the Company and is fair to the Shareholders (other than the Rolling Shareholders). Accordingly, the Board (other than the conflicted directors) unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution at the Meeting.

Reasons for the Recommendation

The recommendation of the Board is based on factors and considerations set out in detail in this Circular, including the unanimous recommendation of the Special Committee. Among other factors and considerations:

Certainty of Value and Liquidity . The Consideration offered to Shareholders (other than the Rolling Shareholders) under the Arrangement is all cash, which allows such Shareholders to immediately realize value for all of their investment and provides certainty of value and immediate liquidity. The Consideration to be received by Shareholders (other than the Rolling Shareholders) pursuant to the Arrangement represents a 36% premium to the closing price of the Shares on the TSX on November 10, 2023, the last trading day prior to the announcement of the Arrangement, a 43% premium to the 20-day volume-weighted average trading price of the Shares on the TSX as of November 10, 2023 and a 46% premium to the 60-day volume-weighted average trading price of the Shares on the TSX as of November 10, 2023.
Highest Proposal . The Special Committee concluded, after extensive negotiations with Sumeru, that the Consideration, which represents an increase from the consideration initially proposed by Sumeru, was the highest price that could be obtained from Sumeru and that further negotiation could have caused Sumeru to withdraw its proposal, which would have deprived the Shareholders of the opportunity to evaluate and vote on the Arrangement.
Review of Strategic Alternatives . The Special Committee, after consultation with Raymond James & Associates, Inc. (“ Raymond James ”), considered the identity and potential strategic interest of other industry and financial counterparties for a potential transaction with the Company and the Special Committee determined that it was unlikely any person or group would be willing and able to propose a transaction that was on terms (including price) more favourable to the Company, the Shareholders and other relevant stakeholders than the Arrangement. The Special Committee also considered the Company’s stand-alone business strategy and concluded that the Consideration offered to Shareholders (other than the Rolling Shareholders) is more favourable to Shareholders than the alternative of remaining an independent public company and pursuing the Company’s long-term strategic plan (taking into account the risks, rewards and uncertainties). The Arrangement Agreement also permits the Company, in certain circumstances and subject to certain conditions, both during the Go-Shop Period and thereafter until Shareholder approval is obtained, to consider, accept and enter into a definitive agreement with respect to a Superior Proposal. See “Go-Shop Provision” and “Ability to Respond to a Superior Proposal” below.
Formal Valuation . The receipt of the formal valuation of the Shares contained within the formal valuation and fairness opinion prepared by Stifel Nicolaus Canada Inc. (“ Stifel Canada ”), independent valuator to the Special Committee (the “ Stifel Formal Valuation and Fairness Opinion ”), which concluded that, based upon and subject to the assumptions made, procedures followed, matters considered, and limitations and qualifications set forth therein, as of November 12, 2023, the fair market value of the Shares was in the range of $5.50 to $6.80 per Share. The complete text of the Stifel Formal Valuation and Fairness Opinion is attached as Appendix “D”. Shareholders are urged to read the Stifel Formal Valuation and Fairness Opinion in its entirety. See “The Arrangement – Fairness Opinions and Formal Valuation”.
Fairness Opinions . The receipt of a fairness opinion from Stifel Canada, and of a fairness opinion from Raymond James, exclusive financial advisor to the Special Committee (the “ Raymond James Fairness Opinion ”), each of which concluded that, based upon and subject to the assumptions made, procedures followed, matters considered, and limitations and qualifications set out in their respective opinions, that the consideration to be received by the Shareholders (other than the Rolling Shareholders) pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders. The complete text of the Stifel Formal Valuation and Fairness Opinion and the Raymond James Fairness Opinion are attached as Appendix “D” and Appendix “E”, respectively. Shareholders are urged to read both Stifel Formal Valuation and Fairness Opinion and the Raymond James Fairness Opinion in their entirety. See “The Arrangement – Fairness Opinions and Formal Valuation”.
Go-Shop Provision . The Arrangement Agreement includes a “go-shop” provision which allowed the Company, with the assistance of its financial advisor, to actively solicit, evaluate and enter into negotiations with respect to potential

superior acquisition proposals during an initial 35-day period, with the possibility of a further 5-day extension under certain circumstances (the “ Go-Shop Period ”). Following the announcement of the Arrangement, with the assistance of Raymond James, the Company initiated its Go-Shop Process. Raymond James reached out to a variety of potential interested parties, including financial sponsors and strategic parties, and received unsolicited inbound interest from certain parties. Raymond James had contact with 23 parties during the process. The Company did not receive any Acquisition Proposals during the Go-Shop Period.

Support for the Arrangement . Each of the Rolling Shareholders and each of the directors and executive officers of the Company has entered into a Voting Support Agreement, pursuant to which they have agreed to, among other things, vote their Shares, which represent approximately 37.0% of the Shares outstanding as of the Record Date, in favour of the Arrangement at the Meeting.
Transaction Certainty . The likelihood, after consultation with their legal and financial advisors, that the Board and the Special Committee placed on the limited number of conditions to the Arrangement being satisfied, including that the parties do not anticipate any regulatory approvals will be required to be obtained under applicable Laws to consummate the Arrangement and that the completion of the Arrangement is not subject to any financing condition.
Arrangement Agreement Terms . The Arrangement Agreement is the result of a comprehensive process that was conducted at arm’s length with the involvement and supervision of the Special Committee as advised by independent and highly qualified legal and financial advisors and resulted in terms and conditions that are reasonable in the judgment of the Special Committee and the Board, including a customary “fiduciary out” that will enable the Company to enter into a Superior Proposal in certain circumstances.
Ability to Respond to Superior Proposal . Under the Arrangement Agreement, the Board, in certain circumstances both during the Go-Shop Period and thereafter until Shareholder approval is obtained, is able to consider, accept and enter into a definitive agreement with respect to a Superior Proposal, and withdraw, modify or amend its recommendation that Shareholders vote to approve the Arrangement Agreement. The Voting Support Agreements, by their terms, terminate if the Board determines to enter into a definitive agreement with respect to a Superior Proposal.
No Financing Condition or Regulatory Approvals . The Arrangement is not subject to a financing condition in favour of Sumeru or any regulatory approvals.
Treatment of Employees . The Purchaser has agreed to certain covenants under the Arrangement Agreement regarding the treatment of employees for at least 12 months following the Effective Time.
Accelerated Vesting of Securities . The accelerated vesting of all unvested Options, DSUs, PSUs and RSUs outstanding immediately prior to the Effective Time and the receipt by holders of such incentive securities of a cash payment per incentive security equal to the Consideration, less the exercise price thereof in the case of Options and, in each case, subject to applicable withholdings.
Termination Fee . In the view of the Special Committee, the Termination Fee payable by the Company of $9,000,000, or $4,880,000 if the Arrangement Agreement had been terminated during the Go-Shop Period, is reasonable in the circumstances and would not preclude a third party from potentially making a Superior Proposal.
Reverse Termination Fee . The Company is entitled to a Reverse Termination Fee of $12,250,000 in certain circumstances if the Arrangement Agreement is terminated.
Minority Vote and Court Approval . The Arrangement must be approved by not only two-thirds of the votes cast by Shareholders, but also by a majority of the minority Shareholders in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”), and by the Ontario Superior Court of Justice (Commercial List) (the “ Court ”), which will consider the fairness and reasonableness of the Arrangement to all Shareholders.

In making their respective determinations and recommendations, the Special Committee and the Board also observed that a number of procedural safeguards were and are present to permit the Special Committee and the Board to effectively represent the interests of the Company, the Shareholders and the Company’s other stakeholders, including, among others:

Role of the Special Committee. The evaluation and negotiation process was supervised by the Special Committee, which is composed entirely of independent directors and was advised by experienced and qualified financial and legal advisors. The Special Committee met regularly with the Company’s advisors. The Arrangement was unanimously recommended to the Board by the Special Committee.
Arm’s Length Negotiation. The Arrangement Agreement is the result of a rigorous negotiation process that was undertaken at arm’s length with the oversight and participation of the Special Committee and the Board and their financial and legal advisors.
Ability to Respond to Unsolicited Superior Proposals. Notwithstanding the restrictive covenants contained in the Arrangement Agreement that have the effect of limiting the Company’s ability to solicit interest from third parties, the Arrangement Agreement allows the Board to, at any time prior to obtaining the approval of Shareholders of the Arrangement Resolution but subject to certain terms and conditions, respond to an unsolicited bona fide acquisition proposal that the Board determines in good faith, after consultation with its financial advisor(s) and legal counsel, constitutes or could reasonably be expected to constitute or lead to a superior proposal.
Shareholder and Court Approvals. The Arrangement is subject to the following approvals, which protect the Shareholders:
the Arrangement Resolution must be approved by the affirmative vote of at least 66⅔% of the votes cast by Shareholders present virtually or represented by proxy at the Meeting, voting together as a single class (the “ Special Resolution Vote ”);
the Arrangement Resolution must be approved by the affirmative vote of a simple majority of the votes cast by Shareholders present virtually or represented by proxy at the Meeting, voting together as a single class, excluding those votes attached to the Shares beneficially owned, or over which control or direction is exercised by, the Rolling Shareholders, and any other votes required to be excluded pursuant to MI 61-101 (the “ Minority Approval Vote ”); and
the Arrangement must be approved by the Court, which will consider, among other things, the fairness and reasonableness of the Arrangement to the Shareholders.
Dissent Rights. The availability of Dissent Rights to the registered Shareholders as of the Record Date with respect to the Arrangement, subject to strict compliance with all requirements applicable to the exercise of Dissent Rights.

In the course of their deliberations, the Special Committee and the Board also considered a variety of risks and other factors, including the following:

Non-Completion . The risks to the Company and the Shareholders if the Arrangement is not completed, including the costs to the Company in pursuing the Arrangement and the diversion of Management from the conduct of the Company’s business in the ordinary course.
Impact of Announcement on the Company . The fact that announcement and pendency of the Arrangement may result in significant costs to the Company and cause substantial harm to the Company’s relationships with its employees (including making it more difficult to attract and retain key personnel) and other business partners.
No Longer a Public Company. Following the Arrangement, the Company will no longer exist as a public corporation and the Shareholders (other than the Rolling Shareholders) will forego any potential future increase in share value balanced against the fact that the Shareholders (other than the Rolling Shareholders) will no longer be taking any risks of the Company’s business.
Restrictions on the Conduct of Business . The restrictions on the conduct of the Company’s business prior to the completion of the Arrangement, requiring the Company to conduct its business in the ordinary course, subject to specific exceptions, may delay or prevent the Company from undertaking business opportunities that may arise pending completion of the Arrangement.

Limited Market Canvas; Limited Solicitation . The Company did not conduct a broad market canvas or formal auction process prior to entering into the Arrangement Agreement to identify potential strategic or other financial counterparties. The Arrangement Agreement restricts the Company’s ability to actively solicit competing bids outside of the Go-Shop Period.
Business Relationships with Sumeru . The risk that certain third parties may be reluctant to make an Acquisition Proposal during the Go-Shop Period or afterwards if doing so could adversely affect such parties’ business relationships with Sumeru.
Termination Fee and Expenses Reimbursement Payment . The potential payment of the Termination Fee, being $9,000,000, or $4,880,000 if the Arrangement Agreement had been terminated during the Go-Shop Period, by the Company to the Purchaser under certain circumstances specified in the Arrangement Agreement, and that the Termination Fee may act as a deterrent to the emergence of a Superior Proposal. Further, the potential payment of the Expenses Reimbursement Payment, being up to a maximum of $4,850,000, by the Company to the Purchaser, despite any other provision in the Arrangement Agreement relating to the payment of fees and expenses, if the Arrangement Agreement is terminated by the Company or the Purchaser as a result of the Shareholders failing to approve the Arrangement at the Meeting.
Fees and Expenses . The fees and expenses associated with the Arrangement, a significant portion of which will be incurred regardless of whether the Arrangement is consummated.
Taxable Transaction . The purchase by the Purchaser of the Shares (other than the Rollover Shares) from Shareholders will be a taxable transaction for Canadian federal income tax purposes (and may also be a taxable transaction under other applicable tax Laws) and, as a result, Shareholders will generally be required to pay taxes on gains, if any, that result from the receipt of the Consideration under the Arrangement.

See “The Arrangement – Reasons for the Recommendation”.

Fairness Opinions and Formal Valuation

Stifel Formal Valuation and Fairness Opinion

Stifel Canada was retained as independent valuator by the Special Committee pursuant to a letter agreement dated August 18, 2023 (the “ Stifel Canada Engagement Agreement ”) to, among other things, prepare and deliver to the Special Committee and the Board, under the supervision of the Special Committee, a formal valuation of the Shares in accordance with MI 61-101 and to provide a fairness opinion in respect of the Arrangement.

Stifel Canada has provided the Special Committee and the Board with the Stifel Formal Valuation and Fairness Opinion which provides that, based upon and subject to the assumptions made, procedures followed, matters considered, limitations and qualifications set forth therein, as of November 12, 2023: (i) the fair market value of the Shares was in the range of $5.50 to $6.80 per Share, and (ii) the consideration to be received by the Shareholders (other than the Rolling Shareholders) pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders. The Stifel Formal Valuation and Fairness Opinion was only one of many factors considered by the Special Committee and the Board in evaluating the Arrangement and was not determinative of the views of the Special Committee or the Board with respect to the Arrangement or the Consideration set forth in the Arrangement Agreement. The full text of the Stifel Formal Valuation and Fairness Opinion, setting out the assumptions made, procedures followed, matters considered, limitations and qualifications set forth therein, is attached to this Circular in Appendix “D”. See “The Arrangement – Fairness Opinions and Formal Valuation”.

Raymond James Fairness Opinion

In connection with the evaluation of the Arrangement by the Special Committee and the Board, the Special Committee and the Board received the Raymond James Fairness Opinion. The Raymond James Fairness Opinion was only one of many factors considered by the Special Committee and the Board in evaluating the Arrangement and was not determinative of the views of the Special Committee or the Board with respect to the Arrangement or the Consideration set forth in the Arrangement Agreement.

The Special Committee engaged Raymond James to act as its exclusive financial advisor and to provide the Raymond James Fairness Opinion pursuant to the Raymond James Engagement Agreement dated September 1, 2023. Under the terms of the

engagement letter, Raymond James agreed to provide, among other things, certain financial advisory and investment banking services and, if requested, to deliver to the Special Committee the Raymond James Fairness Opinion as to whether, as of the date of the Raymond James Fairness Opinion, the consideration to be received by Shareholders (other than the Rolling Shareholders) pursuant to the Arrangement Agreement is fair, from a financial point of view to such Shareholders.

The Raymond James Fairness Opinion provided that, based upon and subject to the assumptions made, procedures followed, matters considered, limitations and qualifications set forth therein, as of November 12, 2023, the consideration to be received by the Shareholders (other than the Rolling Shareholders) in respect of the Arrangement is fair, from a financial point of view, to such Shareholders. The full text of the Raymond James Fairness Opinion, setting out the assumptions made, procedures followed, matters considered, limitations and qualifications set forth therein, is attached to this Circular in Appendix “E”. See “The Arrangement – Fairness Opinions and Formal Valuation”.

Arrangement Steps

The Arrangement will be implemented by way of a court approved plan of arrangement under the OBCA pursuant to the terms of the Arrangement Agreement. The following summarizes the steps which will occur under the Plan of Arrangement on the Effective Date. The following description is qualified in its entirety by reference to the full text of the Plan of Arrangement, attached as Appendix “C” to this Circular. See “The Arrangement – Implementation and Particulars of the Arrangement”.

At the Effective Time each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five-minute intervals starting at the Effective Time:

each Option outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Omnibus Plan, shall be deemed to be unconditionally vested and exercisable, and such Option shall, without any further action by or on behalf of a holder of Options, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the amount by which the Consideration exceeds the exercise price of such Option, subject to applicable withholdings, and each such Option shall immediately be cancelled and, for greater certainty, where such amount is zero or negative, neither the Company nor the Purchaser shall be obligated to pay the holder of such Option any amount in respect of such Option;
each DSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Omnibus Plan, shall, without any further action by or on behalf of a holder of DSUs, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Consideration, subject to applicable withholdings, and each such DSU shall immediately be cancelled;
each PSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Omnibus Plan, shall, without any further action by or on behalf of a holder of PSUs, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Consideration, subject to applicable withholdings, and each such PSU shall immediately be cancelled;
each RSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Omnibus Plan, shall, without any further action by or on behalf of a holder of RSUs, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Consideration, subject to applicable withholdings, and each such RSU shall immediately be cancelled;
(i) each holder of Incentive Units shall cease to be a holder of such Incentive Units, (ii) such holder’s name shall be removed from each applicable register, (iii) the Omnibus Plan and all agreements relating to the Incentive Units shall be terminated and shall be of no further force and effect, and (iv) such holder shall thereafter have only the right to receive the consideration to which they are entitled pursuant to clauses (1), (2), (3) and (4) above, as applicable, at the time and in the manner specified in clauses (1), (2), (3) and (4) above;
each of the Shares held by Dissenting Shareholders in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality to the Purchaser in consideration for a debt claim against the Purchaser for the amount determined under Article 3 of the Plan of Arrangement, and:

(a) such Dissenting Shareholders shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid fair value by the Purchaser for such Shares as set out in Section 3.1 of the Plan of Arrangement;
(b) such Dissenting Shareholders’ names shall be removed as the holders of such Shares from the registers of Shares maintained by or on behalf of the Company; and
(c) the Purchaser shall be deemed to be the transferee of such Shares free and clear of all Liens, and shall be entered in the register of Shares maintained by or on behalf of the Company;
each Share outstanding immediately prior to the Effective Time held by a Shareholder who is not a Rolling Shareholder, other than Shares held by a Dissenting Shareholder who has validly exercised such holder’s Dissent Right, shall, without any further action by or on behalf of a holder of Shares, be deemed to be assigned and transferred by the holder thereof to the Purchaser in exchange for the Consideration, and:
(a) the holders of such Shares shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid the Consideration by the Purchaser in accordance with the Plan of Arrangement;
(b) such holders’ names shall be removed from the register of the Shares maintained by or on behalf of the Company; and
(c) the Purchaser shall be deemed to be the transferee of such Shares (free and clear of all Liens) and shall be entered in the register of the Shares maintained by or on behalf of the Company;
each Rollover Share held by a Rolling Shareholder immediately prior to the Effective Time shall, without any further action by or on behalf of a Rolling Shareholder, be deemed to be assigned and transferred by the Rolling Shareholder to the Purchaser in exchange for the Rollover Consideration payable to such Rolling Shareholder in accordance with the terms of the Rollover Agreement between such Rolling Shareholder and the Purchaser; and
(a) the holders of such Shares shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid the Rollover Consideration by the Purchaser in accordance with the Plan of Arrangement and any applicable Rollover Agreement;
(b) such holders’ names shall be removed from the register of the Shares maintained by or on behalf of the Company; and
(c) the Purchaser shall be deemed to be the transferee of such Shares (free and clear of all Liens) and shall be entered in the register of the Shares maintained by or on behalf of the Company; and
at such time following the completion of those transactions described in the foregoing clauses (1) through (8), as promptly as possible after all conditions therefore have been met, the Company shall file the prescribed form of election under the Tax Act with the CRA electing to cease being a public corporation for the purposes of the Tax Act.

The Arrangement Resolution must be approved by the affirmative vote of (i) at least 66⅔% of the votes cast by Shareholders voting together as a single class, and (ii) a simple majority of the votes cast by Shareholders voting together as a single class, excluding those votes attached to the Shares beneficially owned, or over which control or direction is exercised by, the Rolling Shareholders, and any other votes required to be excluded pursuant to MI 61-101, in each case present virtually or represented by proxy at the Meeting. See “The Arrangement – Key Approvals – Required Shareholder Approval”.

The Arrangement also requires the approval of the Court. The Company intends, as soon as practicable after approval of the Arrangement Resolution by Shareholders, to seek the Final Order approving the Arrangement.

Finally, completion of the Arrangement is subject to the other terms and conditions specified in the Arrangement. Agreement. See “Key Agreements Relating to the Arrangement – The Arrangement Agreement”.

Arrangement Agreement

On November 13, 2023, the Company and the Purchaser entered into the Arrangement Agreement, under which the Parties agreed, subject to certain terms and conditions, to complete the Arrangement.

This Circular contains a summary of certain provisions of the Arrangement Agreement, which summary is qualified in its entirety by the full text of the Arrangement Agreement, which is incorporated by reference herein and a copy of which has been filed by Q4 on SEDAR+ at www.sedarplus.ca. Upon request, the Company will promptly provide a copy of the Arrangement Agreement free of charge to a Shareholder.

Parties to the Arrangement

The Company

Q4 Inc. (TSX: QFOR) is the leading capital markets access platform that is transforming how issuers, investors, and the sellside efficiently connect, communicate, and engage with each other.

The Q4 Platform facilitates interactions across the capital markets through IR website products, virtual events solutions, engagement analytics, investor relations CRM, shareholder and market analysis, surveillance, and ESG tools. The Q4 Platform is the only holistic capital markets access platform that digitally drives connections, analyzes impact, and targets the right engagement to help public companies work faster and smarter. The Company is a trusted partner to more than 2,600 public companies globally, including many of the most respected brands in the world, and maintains an award-winning culture where team members grow and thrive. The Company’s head office is located at 99 Spadina Avenue, Suite 500, Toronto, Ontario M5V 3P8.

The Purchaser

The Purchaser was incorporated under the OBCA and is an entity controlled by funds managed by Sumeru. The Purchaser was formed solely for the purpose of engaging in the transactions contemplated by the Arrangement Agreement.

Sumeru

Sumeru Equity Partners provides growth capital at the intersection of people and innovative technology. Sumeru seeks to embolden innovative founders and management teams with capital and scaling partnership. Sumeru has invested over US$3 billion in more than fifty platform and add-on investments across enterprise and vertical SaaS, data analytics, education technology, infrastructure software and cybersecurity. The firm typically invests in companies throughout North America and Europe.

Consideration to be Received by Shareholders Pursuant to the Arrangement

Under the terms of the Arrangement, as more particularly described in this Circular, Shareholders (other than the Rolling Shareholders) will receive in respect of all of their Shares, at the effective time of the Arrangement a cash payment of $6.05 per Share. See “The Arrangement – Effect of the Arrangement on Shares and Rollover Shares”.

The Consideration to be received by Shareholders (other than Rolling Shareholders) represents a premium of approximately 36% to the closing price of the Shares 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 Shares as at that date, and a premium of approximately 46% to the 60-day volume-weighted average trading price of the Shares as at that date on the TSX.

Termination Fee

The Arrangement Agreement requires that the Company pay the Termination Fee in certain circumstances. See “Key Agreements Relating to the Arrangement – Arrangement Agreement – Termination of the Arrangement Agreement – Termination Fees and Expenses”.

Reverse Termination Fee

The Arrangement Agreement requires that the Purchaser pay the Reverse Termination Fee in certain circumstances. See “Key Agreements Relating to the Arrangement – Arrangement Agreement – Termination of the Arrangement Agreement – Termination Fees and Expenses”.

Agreements with the Rolling Shareholders, Directors and Officers of the Company

Ten Coves Capital II, LP, Ten Coves Capital II Co-Invest, LP and Ten Coves II Q4 Holdings LLC (collectively, the “ Ten Coves Entities ”), Murdoch Family Trust, as well as Messrs. Darrell Heaps, Director, President and Chief Executive Officer of the Company, W. Neil Murdoch, Director of the Company, and Beven Gray, an individual Shareholder, have agreed pursuant to the terms of their respective Rollover Agreements to transfer an aggregate of 14,364,446 Shares (“ Rollover Shares ”) to the Purchaser in exchange for either common shares of the Purchaser (each at an implied value of $6.05 per Share) (a “ Purchaser Share ”) or a mix of Purchaser Shares and cash at an aggregate implied value of $6.05 per Share, in accordance with the applicable Rollover Agreement. Any Purchaser Shares will subsequently be exchanged for exchangeable shares of ExchangeCo (in the case of Messrs. Heaps, Murdoch and Grey and Murdoch Family Trust) or units of TopCo (in the case of the Ten Coves Entities). The Rolling Shareholders plan to continue to support the development of the Company. See “Key Agreements Relating to the Arrangement – Rollover Agreements”.

On November 13, 2023, each of the Rolling Shareholders and each director and executive officer of the Company (collectively holding, directly or indirectly, or exercising control or direction over, an aggregate of 14,923,323 Shares, which represented approximately 37.0% of the issued and outstanding Shares, in each case, as of the Record Date) has entered into a Voting Support Agreement pursuant to which such Rolling Shareholder, director or executive officer has agreed to, among other things, vote all of such individual’s Shares in favour of the Arrangement Resolution.

To the knowledge of the directors of the Company, after reasonable inquiry, the votes attached to all of the Shares beneficially owned or controlled or directed by the Rolling Shareholders, representing approximately 35.6% of the issued and outstanding Shares, will be excluded from the Minority Approval Vote. Accordingly, the Rolling Shareholders and the directors and executive officers of the Company collectively beneficially own or exercise control or direction over (i) approximately 37.0% of the Shares eligible to vote in the Special Resolution Vote and (ii) excluding the Rolling Shareholders, approximately 1.4% of the Shares issued and outstanding and approximately 2.2% of the Shares eligible to vote in the Minority Approval Vote.

Interests of Certain Persons

In considering the recommendation of the Special Committee and the Board, Shareholders should be aware that directors and executive officers of the Company have interests in connection with the transactions contemplated by the Arrangement that may create actual or potential conflicts of interest in connection with such transactions. See “The Arrangement – Interests of Certain Persons in the Arrangement”.

Sources of Funds for the Arrangement

The total amount of funds required to complete the Arrangement will be provided by the Purchaser through a combination of debt and equity financing commitments. The obligations of the equity and debt commitment providers are conditional upon certain conditions described under “The Arrangement – Sources of Funds for the Arrangement”.

On November 13, 2023, the Purchaser and the Company entered into the Equity Financing Commitment and Limited Guarantee (the “ Equity Commitment and Limited Guarantee ”) with certain affiliates of the Purchaser (the “ Investors ”) pursuant to which the Investors have agreed to capitalize the Purchaser in connection with the Closing, to contribute to the Purchaser’s source of funds for the Arrangement, on the terms and subject to the conditions set forth therein.

Stock Exchange Delisting and Reporting Issuer Status

It is expected that the Shares will be delisted from the TSX and that the Company will apply to cease to be a reporting issuer in all the provinces and territories of Canada following the completion of the Arrangement.

Depositary and Proxy Solicitation Agent

The Company has engaged Computershare Investor Services Inc. to act as Depositary for the receipt of Letters of Transmittal and, where applicable, certificates in respect of Shares (“ Certificates ”).

The Company has retained Laurel Hill Advisory Group to assist in the solicitation of proxies. The solicitation of proxies is on behalf of management of the Company. Laurel Hill Advisory Group may be contacted by telephone at 1-877-452-7184 (North American toll-free) or +1 416-304-0211 (calls outside North America), or by email at [email protected].

Certain Canadian Federal Income Tax Considerations

This Circular contains a summary of certain Canadian federal income tax considerations generally applicable to certain Shareholders who, under the Arrangement, dispose of their Shares to the Purchaser for cash. All Shareholders should consult their own independent tax advisors regarding relevant federal, state, provincial, territorial or other tax considerations of the Arrangement having regard to their own circumstances.

Risk Factors

Shareholders should consider a number of risk factors relating to the Arrangement in evaluating whether to approve the Arrangement Resolution. These risk factors are discussed herein and/or in certain sections of publicly filed documents. See “Risk Factors”.

QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE ARRANGEMENT

Your vote is important. The following are key questions that you as a Shareholder may have regarding the proposed Arrangement to be considered at the Meeting. You are urged to carefully read the remainder of this Circular as the information in this section does not provide all of the information that might be important to you with respect to the Arrangement. All capitalized terms used herein have the meanings ascribed to them in the “Glossary of Defined Terms” in Appendix “A” of this Circular.

Q&A: The Arrangement

Q. Why did I receive this package of information?

A. On November 13, 2023, Q4 entered into the Arrangement Agreement with the Purchaser, pursuant to which, among other things, the Purchaser has agreed to acquire all of the issued and outstanding Shares pursuant to the Arrangement. The Arrangement is subject to, among other things, obtaining the Required Shareholder Approval. As a Shareholder as at the close of business on the Record Date, being December 19, 2023, you are entitled to receive notice of and to vote at the Meeting. Q4 is soliciting your proxy, or vote, and providing this Circular in connection with that solicitation.

Q: What will I receive for my Shares under the Arrangement?

A: Pursuant to the Arrangement Agreement and the Plan of Arrangement, as more particularly described in this Circular, at the effective time of the Arrangement, Shareholders (other than the Rolling Shareholders) will receive in respect of all of their Shares a cash payment of $6.05 per Share.

The Rollover Shares will be exchanged for the Rollover Consideration payable to the respective Rolling Shareholder in accordance with the terms of their Rollover Agreement.

The Consideration to be received by Shareholders (other than Rolling Shareholders) represents a premium of approximately 36% to the closing price of the Shares on November 10, 2023, a premium of approximately 43% to the 20 day volume-weighted average trading price of the Shares as at that date, and a premium of approximately 46% to the 60-day volume-weighted average trading price of the Shares as at that date on the TSX.

Q: What will happen to my Options, DSUs, PSUs, and RSUs in connection with the Arrangement?

A: If the Arrangement is completed, (i) each Option outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Omnibus Plan, shall be deemed to be unconditionally vested and exercisable, and such Option shall, without any further action by or on behalf of a holder of Options, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the amount by which the Consideration exceeds the exercise price of such Option, subject to applicable withholdings, and each such Option shall immediately be cancelled, and (ii) each DSU, PSU and RSU outstanding immediately prior to the Effective Time (whether vested or unvested) notwithstanding the terms of the Omnibus Plan, shall, without any further action by or on behalf of a holder of such DSUs, PSUs or RSUs, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Consideration, subject to applicable withholdings, and each such DSU, PSU and RSU shall immediately be cancelled.

As soon as practicable after the Effective Date, the Company will deliver, or cause to be delivered, to each holder of Incentive Units, a cheque or cash payment (or will process the payment through the Company’s payroll systems or such other means as the Company may elect) representing the amount, if any, which such holder of Incentive Units has the right to receive under the Plan of Arrangement for such Incentive Units, subject to applicable withholdings.

Q: What approvals are required for the Arrangement to be completed?

A: Completion of the Arrangement is subject to the receipt of the (i) Required Shareholder Approval and (ii) Court approval.

Q: Are there other conditions to the Arrangement?

The Arrangement is also subject to certain other conditions, including, among other things, that there shall not have occurred a Material Adverse Effect since the date of the Arrangement Agreement until the Effective Time.

Q: When will the Arrangement become effective?

A: Subject to obtaining the Court approval described above, as well as the satisfaction of all other conditions precedent, it is currently anticipated that the Arrangement will be completed in the first quarter of 2024. It is not possible, however, to state with certainty when the Effective Date will occur. The Effective Date could be delayed for a number of reasons, including an objection before the Court at the hearing of the application for the Final Order. The Arrangement must be completed on or prior to May 13, 2024 or such later date as may be agreed to in writing by the Parties.

Q. What will happen if the Arrangement Resolution is not approved or the Arrangement is not completed for any reason?

A: If the Arrangement Resolution is not approved by Shareholders or if the Arrangement is not completed for any other reason, Shareholders will not receive any payment for any of their Shares in connection with the Arrangement and the Company will remain a reporting issuer and the Shares will continue to be listed on the TSX. See “Risk Factors – Risk Factors Relating to the Arrangement”. In certain circumstances where the Arrangement Agreement is terminated, the Company will be required to pay to the Purchaser the Termination Fee of $9 million in connection with such termination. In certain other circumstances where the Arrangement Agreement is terminated, the Purchaser will be required to pay to the Company the Reverse Termination Fee of $12.25 million in connection with such termination. Further, the Company will have to pay the Purchaser the Expenses Reimbursement Payment, being up to a maximum of $4.85 million, if the Arrangement Agreement is terminated by the Company or the Purchaser as a result of the Shareholders failing to approve the Arrangement Resolution at the Meeting. See “Key Agreements Relating to the Arrangement – Arrangement Agreement – Termination of the Arrangement Agreement – Termination Fees and Expenses”.

Q. What will I have to do as a Shareholder to receive the Consideration for my Shares?

A. If you are a registered Shareholder, you will receive a Letter of Transmittal that you must complete and send with the Certificate(s) (or other necessary information and confirmation for a book-entry transfer) representing your Shares, as applicable, to the Depositary. Unless you instruct the Depositary otherwise, the Depositary will mail a cheque to you representing the aggregate Consideration you are entitled to in respect of your Shares, subject to applicable withholdings, by first class mail as soon as practicable after the Effective Date after receipt of your completed Letter of Transmittal, together with your Certificate(s) and any other documents required by the Depositary, if applicable.

If you are a non-registered (or beneficial) Shareholder, you will receive your payment through your account with your broker, investment dealer, bank, trust company or other Intermediary that holds Shares on your behalf. You should contact your Intermediary if you have questions about this process.

Q. When will I receive the Consideration for my Shares?

A. You will receive the Consideration for your Shares as soon as practicable after the Arrangement is completed, provided you have sent all of the necessary documentation to the Depositary.

Q: In what currency will I receive the Consideration under the Arrangement?

A: If you are a registered Shareholder, you will receive a cash payment in Canadian dollars, unless you elect in your Letter of Transmittal to have the Depositary’s currency exchange services convert the cash payment into United States dollars, as described below.

If you are a non-registered Shareholder, you will receive the cash payment in Canadian dollars, unless you contact the Intermediary through which your Shares are held and request that the Intermediary make an election to use the Depositary’s currency exchange services to convert the cash payment into United States dollars, as described below.

The exchange rate for one Canadian dollar expressed in United States dollars will be based on the prevailing market rate(s) available to Computershare Trust Company of Canada, in its capacity as foreign exchange service provider, on the date of the currency conversion. All risks associated with the currency conversion from Canadian dollars to United States dollars including risks relating to change in rates, the timing of exchange or the selection of a rate for exchange, and all costs incurred with the currency conversion are for the electing Shareholder’s sole account and will be at such Shareholder’s sole risk and expense, and none of the Company, the Purchaser or Computershare Trust Company of Canada, or their respective affiliates and successors, are responsible for any such matters. Computershare Trust Company of Canada will act as principal in such currency conversion transactions.

Q&A: The Meeting

Q. Who is soliciting my proxy?

A. Your proxy is being solicited by management of Q4 (“ Management ”). Q4 has retained Laurel Hill Advisory Group as its proxy solicitation agent for assistance in connection with the solicitation of proxies for the Meeting. If you have any questions or require any assistance with completing your proxy, please contact Laurel Hill Advisory Group by telephone at 1-877-452-7184 (toll-free within North America) or +1 416-304-0211 (outside of North America), or by email at [email protected].

Q. When and where will the Meeting be held?

A. The Meeting will be held on January 24, 2024, at 10:00 a.m. (Toronto time). The Meeting will be a virtual only meeting conducted via live audio webcast. Shareholders can access the meeting by visiting https://meetnow.global/MA5VC62.

Q. What are Shareholders being asked to vote on?

A. At the Meeting, Shareholders will be asked to vote on the Arrangement Resolution approving the Arrangement, whereby, among other things, the Purchaser will acquire all of the issued and outstanding Shares, all as more particularly described in this Circular. The Arrangement Resolution is attached to this Circular as Appendix “B”.

Q: What approvals are required by Shareholders at the Meeting?

A: To be effective, the Arrangement Resolution must be approved, with or without variation, by the affirmative vote of (i) at least 66⅔% of the votes cast by Shareholders voting together as a single class; and (ii) a simple majority of the votes cast by Shareholders voting together as a single class, excluding those votes attached to the Shares beneficially owned, or over which control or direction is exercised by, the Rolling Shareholders, and any other votes required to be excluded pursuant to MI 61-101, in each case present virtually or represented by proxy at the Meeting. See “The Arrangement — Key Approvals – Required Shareholder Approval”.

Q. Who is entitled to vote on the Arrangement Resolution and how will the votes be counted?

A. Shareholders who own Shares as at the close of business on December 19, 2023 may vote on the Arrangement Resolution. Only registered Shareholders or duly appointed proxyholders are entitled to vote on the Arrangement Resolution. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by non-registered Shareholders in order to ensure that their Shares are voted at the Meeting. See “Proxyholder Matters – Voting of Proxy – Non-Registered Shareholders”.

As at the Record Date, the number of issued and outstanding Shares stood at 40,295,248. Each Share confers the right to one vote and entitles the holder thereof as of the Record Date to one vote per Share at the Meeting.

Q. What if I acquire ownership of Shares after the Record Date?

A. Only Shareholders as of the close of business on the Record Date are entitled to receive notice of, attend, be heard and vote at the Meeting.

Q. What is the quorum for the Meeting?

A. A quorum of Shareholders will be present at the Meeting, provided that a quorum shall not be less than two persons, if the holders of at least twenty-five percent (25%) of the Shares entitled to vote at the Meeting are present in person or represented by proxy. A quorum need not be present throughout the Meeting provided that a quorum is present at the opening of the Meeting.

Q. Does the Special Committee support the Arrangement?

A. Yes. The Special Committee, having undertaken a thorough review of, and carefully considered, the Arrangement and alternatives thereto, and after consultation with Raymond James regarding the financial terms of the Arrangement and McCarthy regarding legal matters relating to the Arrangement, and after considering the Stifel Formal Valuation and Fairness Opinion and the Raymond James Fairness Opinion, unanimously determined that the Arrangement is in the best interests of the Company and is fair to Shareholders (other than the Rolling Shareholders) and accordingly, the Special Committee unanimously recommended that the Board approve the Arrangement, and recommend to Shareholders that they vote in favour of the Arrangement Resolution. See “The Arrangement – Recommendation of the Special Committee”.

Q. Does the Board support the Arrangement?

A. Yes. After careful consideration, and after receiving the Raymond James Fairness Opinion, the Stifel Formal Valuation and Fairness Opinion and advice from outside legal counsel, and following the unanimous recommendation of the Special Committee, the Board (with conflicted directors not in attendance or participating in the decision) has unanimously determined that the Arrangement is in the best interests of the Company and is fair to the Shareholders (other than the Rolling Shareholders). Accordingly, the Board (other than the conflicted directors) unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution at the Meeting. See “The Arrangement – Recommendation of the Board of Directors”.

Q&A: Proxy Matters

Q. Am I a registered or non-registered Shareholder?

A. You are a registered Shareholder if your Shares are registered in your name. You are a non-registered (or beneficial) Shareholder if your Shares are not registered in your own name but are held in the name of an Intermediary, such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered retirement savings plans, registered retirement income funds, registered education savings plans, registered disability savings plans, tax-free savings accounts, first home savings accounts and similar plans or in the name of a clearing agency of which the Intermediary is a participant.

Q. How do I vote if I am a registered Shareholder?

A. If you are eligible to vote your Shares and you are a registered Shareholder, you can vote your Shares in any of the following ways:
(a) by internet by visiting the website shown on your form of proxy;
(b) by calling toll-free in Canada and in the United States at 1-866-732-8683, or by international direct dial at 312-588-4290, and following the voice instructions;
(c) by mail by sending the form of proxy to the Company’s transfer agent in the envelope enclosed with the form of proxy;
(d) by completing a ballot online during the Meeting; or
(e) by appointing someone as your proxy to participate in the Meeting and vote your Shares for you.

If you have any questions or require assistance in voting your Shares, please contact the Company’s proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 (toll-free within North America) or +1 416-3040211 (outside of North America), or by email at [email protected].

Q. How do I vote if I am a non-registered (or beneficial) Shareholder?

A. If you are a non-registered Shareholder, and you receive your materials indirectly through an investment dealer or other Intermediary, you will have received forms with instructions on how to vote. Please follow the instructions in those forms.

Q. How do I appoint a proxy to go to the Meeting and vote my Shares for me?

A. Shareholders who wish to appoint someone other than the Company proxyholders as their proxyholder to attend and participate at the Meeting as their proxy and vote their Shares must submit their form of proxy or voting instruction form, as applicable, appointing that person as proxyholder and register that proxyholder online, as described below. Registering your proxyholder is an additional step to be completed after you have submitted your form of proxy or voting instruction form per the instructions described below.

To register a proxyholder in this manner, Shareholders must visit http://www.computershare.com/q4inc and provide Computershare with the required proxyholder contact information by 10:00 a.m. (Toronto time) on January 22, 2024. Failure to register the proxyholder in advance of the deadline will result in the proxyholder not receiving an Invite Code that is required to vote at the Meeting. Without an Invite Code, proxyholders will not be able to participate or vote at the Meeting but will be able to attend and listen to the Meeting as a guest.

The persons designated by Management in the form of proxy are directors or officers of the Company. Each Shareholder has the right to appoint as proxyholder a person or company (who need not be a Shareholder) other than the persons designated by Management in the form of proxy to attend and act on the Shareholder’s behalf at the Meeting or at any adjournment(s) or postponement(s) thereof . Such right may be exercised by inserting the name of the person or company in the blank space provided in the form of proxy or by completing another form of proxy.

Q. How will my Shares be voted if I vote by proxy?

A. On any ballot that may be called for, the Shares represented by a properly executed proxy given in favour of the persons designated by Management in the form of proxy will be voted for or against in accordance with the instructions given on the form of proxy. In the absence of such instructions, Shares represented by a proxy will be voted for or against in the discretion of the Persons designated in the proxy, which in the case of the representatives of Management named in the form of proxy will be FOR the Arrangement Resolution.

Q. Is there a deadline for my proxy to be received?

A. Yes. Whether or not you are able to attend the Meeting, you are urged to vote your Shares in accordance with the instructions on your form of proxy or voting instruction form so that your Shares can be voted at the Meeting or any adjournment(s) or postponement(s) thereof in accordance with your voting instructions. Your votes must be received by Computershare Investor Services Inc., the Company’s transfer agent, no later than 10:00 a.m. (Toronto time) on January 22, 2024 or, if the Meeting is adjourned or postponed, not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time the Meeting is reconvened.

Q. What if there are amendments or if other matters are brought before the Meeting?

A. The form of proxy gives the persons named on it authority to use their discretion in voting on amendments or variations to matters identified in the Notice of Meeting or on any matter that may properly come before the Meeting or any adjournment or postponement thereof.

As of the date of this Circular, the directors of the Company and Management are not aware of any such amendment, variation or other matter to come before the Meeting. However, if any amendments or variations to matters identified in the accompanying Notice of Special Meeting or any other matters which are not now known to the directors of the Company or Management should properly come before the Meeting or any adjournment(s) or postponement(s) thereof, the Shares represented by properly executed proxies given in favour of the persons designated by Management in the form of proxy will be voted on such matters pursuant to such discretionary authority.

Q. What if I change my mind?

A. A registered Shareholder who has given a proxy may revoke the proxy by depositing an instrument in writing signed by the Shareholder or by the Shareholder’s attorney, who is authorized in writing, or if the Shareholder is a corporation, by an officer, or attorney authorized in writing, or by transmitting, by telephonic or electronic means, a revocation signed by electronic signature by or on behalf of the Shareholder or by the Shareholder’s attorney, who is authorized in writing, and deposited with Computershare at any time up to and including the last Business Day preceding the day of the Meeting, or in the case of any adjournment(s) or postponement(s) of the Meeting, the last Business Day preceding the day of the adjournment or postponement, as applicable, or with the Chair of the Meeting on the day of, and prior to the start of, the Meeting or any adjournment(s) or postponement(s) thereof. A Shareholder may also revoke a proxy in any other manner permitted by law, but prior to the exercise of such proxy in respect of any particular matter.

If you are a non-registered (or beneficial) Shareholder, contact your broker or nominee to find out how to change or revoke your voting instructions and the timing requirements, or for other voting questions. Intermediaries may set deadlines for the receipt of revocation notices that are farther in advance of the Meeting than those set out above and, accordingly, you must take such steps sufficiently in advance of the date of the Meeting for your Intermediary to act on such revocation.

Q. Am I entitled to Dissent Rights?

A. Only registered Shareholders (other than the Rolling Shareholders) are entitled to dissent. Dissent Rights must be exercised by providing written notice to the Company not later than 5:00 p.m. (Toronto time) on January 22, 2024 (or 5:00 p.m. (Toronto time) on the Business Day that is two Business Days immediately preceding any adjourned or postponed Meeting) in the manner described under the heading “Dissent Rights of Shareholders”. Failure to properly exercise Dissent Rights may result in the loss or unavailability of the right to dissent. If a registered Shareholder properly exercises the Dissent Rights, and the Arrangement is completed, the Dissenting Shareholder will be entitled to be paid the fair value of their Shares as of the close of business on the day before the Arrangement Resolution is adopted. This amount may be the same as, more than or less than the Consideration under the Arrangement.

Non-registered (or beneficial) Shareholders desiring to exercise Dissent Rights must make arrangements for the Shares beneficially owned by such Shareholder to be registered in the Shareholder’s name in order to exercise Dissent Rights or, alternatively, make arrangements for the registered holder of such Shares to dissent on the Shareholder’s behalf.

Q&A: Questions

Q: Who can help answer my questions regarding the Arrangement or provide assistance with voting?

A: If you have any questions or need assistance in your consideration of the Arrangement or with the completion and delivery of your proxy, please contact the Company’s proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 (North American toll-free) or +1 416-304-0211 (calls outside North America), or by email at [email protected].

Q: Who can help answer my questions regarding the Letter of Transmittal?

A: If you have any questions about submitting your Shares for the Arrangement, including with respect to completing the Letter of Transmittal, please contact Computershare Investor Services Inc., who is acting as depositary under the Arrangement, at 1-800-564-6253 (North American toll-free) or +1 514-982-7555 (calls outside North America), or by email at [email protected].

Q: Who can help answer any other questions I may have?

A: If you have any questions about the other matters described in this Circular, please contact your professional advisor. If you have questions about deciding how to vote, you should contact your own legal, tax, financial or other professional advisor.

GENERAL INFORMATION CONCERNING THE MEETING AND VOTING

Purpose of the Meeting

The purpose of the Meeting is for Shareholders to consider and vote upon the Arrangement Resolution and to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Meeting Date and Quorum

The Meeting will be held on January 24, 2024 at 10:00 a.m. (Toronto time) via live audio webcast online at https://meetnow.global/MA5VC62.

The Board has fixed December 19, 2023 as the Record Date for the purpose of determining which Shareholders are entitled to receive notice of, and to vote at, the Meeting. No Person acquiring Shares after that date shall, in respect of such Shares, be entitled to receive the Notice of Special Meeting and vote at the Meeting or any adjournment(s) or postponement(s) thereof.

A quorum of Shareholders will be present at the Meeting, provided that a quorum shall not be less than two persons, if the holders of at least twenty-five percent (25%) of the Shares entitled to vote at the Meeting are present in person or represented by proxy. A quorum need not be present throughout the Meeting provided that a quorum is present at the opening of the Meeting.

Attending the Meeting

The Meeting will be a virtual only meeting conducted virtually via live audio webcast. Shareholders will not be able to attend the Meeting in person. Registered Shareholders and duly appointed proxyholders, including non-registered (or beneficial) Shareholders who have duly appointed themselves as proxyholder, will have the opportunity to participate at the Meeting. Registered Shareholders and duly appointed proxyholders can vote at the appropriate times during the Meeting. Guests, including non-registered (or beneficial) Shareholders who have not appointed themselves as proxyholder can log into the Meeting as set out below. Guests will have the opportunity to listen to the Meeting but will not be able to participate or vote.

To attend the Meeting, log in online at https://meetnow.global/MA5VC62. It is recommended that you log in at least fifteen minutes before the Meeting starts. To log in, either click:

“Shareholder” or “Invitation”

“Guest” and then complete the online form.

For registered Shareholders, the 15-digit control number located on the form of proxy or in the email notification you received is your “Control Number” and serves as the “Username” for login purposes.

For duly appointed proxyholders, Computershare will provide the proxyholder with your Invite Code by e-mail after the proxy voting deadline has passed and you have been duly appointed and registered as described in “Proxyholder Matters” below. Such Invite Code serves as the “Username” for login purposes.

If you attend the Meeting, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedures.

Voting at the Meeting

Registered Shareholders and duly appointed proxyholders may vote at the Meeting by completing a ballot online during the Meeting.

Non-registered (or beneficial) Shareholders who have not duly appointed themselves as proxyholder will not be able to participate or vote at the Meeting, but will be able to attend and listen to the Meeting as a guest. This is because the Company

and Computershare do not have a record of the non-registered Shareholders of the Company, and, as a result, will have no knowledge of an individual’s shareholdings or entitlement to vote unless you appoint yourself as proxyholder. See “Proxyholder Matters” below.

If you are a non-registered Shareholder and wish to vote at the Meeting, you have to appoint yourself as proxyholder by inserting your own name in the space provided on the voting instruction form sent to you and must follow all of the applicable instructions, including the deadline, provided by your Intermediary. Non-registered (or beneficial) Shareholders should refer to the section in the Circular entitled “Proxyholder Matters – Voting of Proxy – Non-Registered Shareholders” for information on how to vote their Shares.

Questions at the Meeting

The Chair of the Meeting and other members of Management present will answer written questions relating to matters to be voted on at the Meeting before a vote is held on each matter, if applicable. General questions will be addressed during a question-and-answer period following the conclusion of the Meeting. So that as many questions as possible are answered, Shareholders and proxyholders are asked to be brief and concise and to address only one topic per question. Multiple questions on the same topic or that are otherwise related may be grouped, summarized and answered together. The Chair of the Meeting has broad authority to conduct the Meeting in an orderly manner. To ensure the Meeting is conducted in a manner that is fair to all Shareholders, the Chair of the Meeting may exercise broad discretion with respect to, for example, the order in which questions are asked and the amount of time devoted to any one question.

Principal Holders

The following table lists those persons who own or are known to the Company to own beneficially, or control or have direction over, directly or indirectly, more than 10% of the issued and outstanding Shares of the Company as of December 19, 2023, the Record Date. As of the Record Date, 40,295,248 Shares were issued and outstanding. Each holder of a Share is entitled to one vote, for each Share held, on all matters to come before the Meeting.

Name	Number of Shares Owned or Controlled	Percentage of Outstanding Shares(2)
Ten Coves Entities(1)	10,276,836	25.5%

Notes:

(1) Based on public filings and represents Shares held in the aggregate by Ten Coves Capital II, LP, Ten Coves Capital II Co-Invest, LP and Ten Coves II Q4 Holdings, LLC. Ten Coves Capital II GP, LLC is the general partner of each of the Ten Coves Entities. Investment and voting decisions with respect to Shares held by the Ten Coves Entities are directed by Ten Coves Capital II GP, LLC’s Investment Committee.

(2) Percentage is based on 40,295,248 Shares issued and outstanding as of the Record Date.

Each Shareholder within the Ten Coves Entities has entered into a Voting Support Agreement pursuant to which such Shareholder has agreed, subject to the terms thereof, to vote all of the Shares beneficially owned or controlled or directed by such Shareholder in favour of the Arrangement Resolution and against any resolution submitted by any other Person that is inconsistent with the Arrangement.

To the knowledge of the directors of the Company, after reasonable inquiry, the votes attached to all of the Shares beneficially owned or controlled or directed by the Rolling Shareholders (including the Ten Coves Entities), representing approximately 35.6% of the issued and outstanding Shares, will be excluded from the Minority Approval Vote. Accordingly, the Rolling Shareholders and the directors and executive officers of the Company collectively beneficially own or exercise control or direction over (i) approximately 37.0% of the Shares eligible to vote in the Special Resolution Vote and (ii) excluding the Rolling Shareholders, approximately 1.4% of the Shares issued and outstanding and approximately 2.2% of the Shares eligible to vote in the Minority Approval Vote. See “Certain Canadian Legal Matters – Canadian Securities Law Matters – Minority Approval”.

Investor Rights Agreement

The Company and Ten Coves Capital II, LP are party to the Investor Rights Agreement. The Investor Rights Agreement provides that the Ten Coves Entities are entitled to nominate one director to Q4’s Board for so long as the Ten Coves Entities

own, control or direct, directly or indirectly, at least 10% of the Company’s issued and outstanding Shares on a non-diluted basis.

The Investor Rights Agreement also provides for demand registration rights in favour of the Ten Coves Entities that enables them under certain circumstances to require the Company to qualify by prospectus all or any portion of the Shares held by the Ten Coves Entities for a distribution to the public, provided that the Company will not be obliged to effect (i) more than two demand registrations in any 12-month period or (ii) any demand registration where the value of the Shares offered under such demand registration is less than C$20 million. The Investor Rights Agreement also provides the Ten Coves Entities with piggyback registration rights allowing the Ten Coves Entities to include their Shares in certain public offerings of Shares. The Company has a customary right to defer taking any action in respect of a demand registration for a period of time in certain circumstances and the registration rights are subject to customary underwriters’ cutback rights.

A copy of the Investor Rights Agreement is available under the Company’s profile on SEDAR+ at www.sedarplus.ca. It is contemplated that the Investor Rights Agreement will be terminated at the Effective Time.

PROXYHOLDER MATTERS

The following section applies to Shareholders who wish to appoint someone as their proxyholder other than the Company proxyholders named in the form of proxy or voting instruction form. This includes non-registered (or beneficial) Shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting.

Shareholders who wish to appoint someone other than the Company proxyholders as their proxyholder to attend and participate at the Meeting as their proxy and vote their Shares must submit their form of proxy or voting instruction form, as applicable, appointing that Person as proxyholder and register that proxyholder online, as described below. Registering your proxyholder is an additional step to be completed after you have submitted your form of proxy or voting instruction per the instructions described below. To register a proxyholder in this manner, Shareholders must visit http://www.computershare.com/q4inc and provide Computershare with the required proxyholder contact information by 10:00 a.m. (Toronto time) on January 22, 2024 so that Computershare may provide the proxyholder with an Invite Code via e-mail. Failure to register the proxyholder in advance of the deadline will result in the proxyholder not receiving an Invite Code that is required to vote at the Meeting. Without an Invite Code, proxyholders will not be able to participate or vote at the Meeting but will be able to attend and listen to the Meeting as a guest.

The persons designated by Management in the form of proxy are directors or officers of the Company. Each Shareholder has the right to appoint as proxyholder a person or company (who need not be a Shareholder) other than the persons designated by Management in the form of proxy to attend and act on the Shareholder’s behalf at the Meeting or at any adjournment(s) or postponement(s) thereof. Such right may be exercised by inserting the name of the person or company in the blank space provided in the form of proxy or by completing another form of proxy.

If you have any questions or need assistance completing your form of proxy or voting instruction form, please contact the Company’s proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 (toll-free within North America) or +1 416-304-0211 (outside of North America), or by email at [email protected].

Solicitation of Proxies

It is expected that solicitation of proxies will be made primarily by mail, but proxies may also be solicited personally or by telephone, email, facsimile, or other communication by directors, officers, employees or agents of Q4, without special compensation. All costs of soliciting proxies and mailing the Meeting Materials in connection with the Meeting will be borne by the Company.

Q4 has also retained Laurel Hill Advisory Group as its proxy solicitation agent and shareholder communications advisor for assistance in connection with the solicitation of proxies, among other responsibilities, for a fee of $70,000 for such services, in addition to certain out-of-pocket expenses. Q4 may also reimburse brokers, investment dealers or other intermediaries holding Shares in their name or in the name of nominees for their costs incurred in sending proxy materials to their principals in order to obtain their proxies.

Registered Shareholders

Only registered Shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. Registered Shareholders may attend the Meeting and vote in person or as follows:

Vote online at www.investorvote.com and enter the 15-digit control number printed on your form of proxy;
Vote by telephone by calling 1-866-732-8683 (toll-free in North America) and enter the 15-digit control number printed on your form of proxy and follow the instructions provided; or
Complete, sign, date and return the enclosed form of proxy, or such other proper form of proxy, to Computershare at 100 University Avenue, 8th Floor, North Tower, Toronto, Ontario, M5J 2Y1.

To be effective, a proxy must be received by Computershare no later than January 22, 2024 at 10:00 a.m. (Toronto time) (unless such proxy submission deadline is waived by the Board), or in the case of any adjournment(s) or postponement(s) of the Meeting, not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the adjournment or

postponement, as applicable. The Chair of the Meeting reserves the right to accept late proxies and to waive the proxy cut-off, at their sole discretion, with or without notice.

Voting of Proxy

On any ballot that may be called for, the Shares represented by a properly executed proxy given in favour of the persons designated by Management in the form of proxy will be voted for or against in accordance with the instructions given on the form of proxy. In the absence of such instructions, Shares represented by a proxy will be voted for or against in the discretion of the Persons designated in the proxy, which in the case of the representatives of Management named in the form of proxy will be FOR the Arrangement Resolution.

Unless otherwise required by law or other provisions binding upon the Company, any matter coming before the Meeting or any adjournment(s) or postponement(s) thereof shall be decided by the majority of the votes duly cast in respect of the matter by Shareholders entitled to vote thereon.

The form of proxy gives the persons named on it authority to use their discretion in voting on amendments or variations to matters identified in the Notice of Meeting or on any matter that may properly come before the Meeting or any adjournment or postponement thereof. As of the date of this Circular, the directors of the Company and Management are not aware of any such amendment, variation or other matter to come before the Meeting. However, if any amendments or variations to matters identified in the accompanying Notice of Special Meeting or any other matters which are not now known to the directors of the Company or Management should properly come before the Meeting or any adjournment(s) or postponement(s) thereof, the Shares represented by properly executed proxies given in favour of the persons designated by Management in the form of proxy will be voted on such matters pursuant to such discretionary authority.

Non-Registered Shareholders

Only registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Some Shareholders of the Company are “non-registered” (or beneficial) Shareholders because the Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Shares.

A holder of Shares is a non-registered (or beneficial) Shareholder (a “ Non-Registered Holder ”) if the Shareholder’s Shares are registered either: (a) in the name of an intermediary (an “ Intermediary ”) that the Non-Registered Holder deals with in respect of the Shares, such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered retirement savings plans, registered retirement income funds, registered education savings plans, registered disability savings plans, tax-free savings accounts, first home savings accounts and similar plans; or (b) in the name of a clearing agency (such as CDS & Co.) of which the Intermediary is a participant.

Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about them to the Company are referred to as non-objecting beneficial owners (“ NOBOs ”). Those Non-Registered Holders who have objected to their Intermediary disclosing ownership information about them to the Company are referred to as objecting beneficial owners (“ OBOs ”). In accordance with the requirements of NI 54-101, the Company has elected to send copies of the proxyrelated materials, including a form of proxy or a voting instruction form (collectively, the “ Meeting Materials ”) indirectly through Intermediaries for onward distribution to NOBOs and OBOs. The Company will also pay the fees and costs of Intermediaries for their services in delivering the Meeting Materials to NOBOs and OBOs in accordance with NI 54-101. Intermediaries must forward the Meeting Materials to each Non-Registered Holder (unless the Non-Registered Holder has waived the right to receive such materials), and often use a service company (such as Broadridge Investor Communication Solutions in Canada), to permit the Non-Registered Holder to direct the voting of the Shares held by the Intermediary on behalf of the Non-Registered Holder.

Generally, Non-Registered Holders will either be given a voting instruction form (a “ VIF ”) which must be completed and signed by the Non-Registered Holder in accordance with the directions on the voting instruction form. Non-Registered Holders should submit voting instruction forms to Intermediaries in sufficient time to ensure that their votes are received from the Intermediaries by the Company. Most brokers delegate responsibility for obtaining instructions from clients to Broadridge Financial Services (“ Broadridge ”). Broadridge mails a VIF in lieu of a proxy provided by the Company. The completed VIF must be returned by mail (using the return envelope provided) or by facsimile. Alternatively, Non-Registered Holders may call a toll-free number or go online to www.proxyvote.com to vote. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. The Company may utilize the Broadridge QuickVote™ service to assist non-registered (or beneficial) Shareholders that are NOBOs with voting their

Shares over the telephone. Laurel Hill Advisory Group, the Company’s proxy solicitation agent, may contact NOBOs to assist in conveniently voting their Shares directly over the phone.

Alternatively, Non-Registered Holders may be given a proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Shares beneficially owned by the Non-Registered Holder but which is otherwise uncompleted. This form of proxy need not be signed by the Non-Registered Holder. In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with Computershare, as described above under “Registered Shareholders”.

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Shares they beneficially own. Should a Non-Registered Holder who receives either a proxy or a voting instruction form wish to attend and vote at the Meeting (or have another Person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should strike out the names of the persons named in the form of proxy and insert their own (or such other Person’s) name in the blank space provided in the form of proxy or, in the case of a voting instruction form, follow the corresponding instructions on the voting instruction form, to appoint themselves as proxyholders, and deposit the form of proxy or submit the voting instruction form in the appropriate manner noted above. Registering a proxyholder is an additional step to be completed after the Non-Registered Holder has submitted its form of proxy or voting instruction form. To register a proxyholder in this manner, Non-Registered Holders must visit http://www.computershare.com/q4inc and provide Computershare with the required proxyholder contact information by 10:00 a.m. (Toronto time) on January 22, 2024 so that Computershare may provide the proxyholder with an Invite Code via email. Failure to register the proxyholder in advance of the deadline will result in the proxyholder not receiving an Invite Code that is required to vote at the Meeting. Without an Invite Code, proxyholders will not be able to participate or vote at the Meeting but will be able to attend and listen to the Meeting as a guest. Non-Registered Holders should carefully follow the instructions on the form of proxy or voting instruction form that they receive from their Intermediary in order to vote the Shares that are held through that Intermediary. Therefore, Non-Registered Holders should ensure that instructions respecting the voting of their Shares are communicated to the appropriate Persons, as required.

Non-Registered Shareholders (United States)

If you are a non-registered (or beneficial) Shareholder located in the United States and wish to vote at the Meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described herein, you must obtain a valid legal proxy from your Intermediary. Follow the instructions from your Intermediary included with the form of proxy and voting instruction form sent to you, or contact your Intermediary to request a form of proxy if you have not received one. After obtaining a valid form of proxy from your Intermediary, you must then submit a copy of such legal proxy to Computershare. Requests for registration from non-registered Shareholders located in the United States that wish to vote at the Meeting or, if permitted, appoint a third party as their proxyholder must be sent by e-mail or by courier to: [email protected] (if by e-mail), or Computershare, Attention: Proxy Dept., 8th Floor, 100 University Avenue, Toronto, ON M5J 2Y1, Canada (if by courier), and in both cases, must be labelled “Legal Proxy” and received no later than the voting deadline of 10:00 a.m. (Toronto time) on January 22, 2024. You will receive a confirmation of your registration by e-mail after Computershare receives your registration materials. Please note that you are required to register your proxyholder appointment at http://www.computershare.com/q4inc.

These Meeting Materials are being sent to both registered and non-registered owners of the Shares.

Revocation of Proxy or Voting Instructions

A Shareholder who has given a proxy may revoke the proxy by depositing an instrument in writing signed by the Shareholder or by the Shareholder’s attorney, who is authorized in writing, or if the Shareholder is a corporation, by an officer, or attorney authorized in writing, or by transmitting, by telephonic or electronic means, a revocation signed by electronic signature by or on behalf of the Shareholder or by the Shareholder’s attorney, who is authorized in writing, and deposited with Computershare at any time up to and including the last Business Day preceding the day of the Meeting, or in the case of any adjournment or postponement of the Meeting, the last Business Day preceding the day of the adjournment or postponement, or with the Chair of the Meeting on the day of, and prior to the start of, the Meeting or any adjournment or postponement thereof. A Shareholder may also revoke a proxy in any other manner permitted by law, but prior to the exercise of such proxy in respect of any particular matter.

If you have followed the process for attending and voting at the Meeting online, voting at the Meeting online will revoke all previously submitted proxies. However, in such a case, you will be provided with the opportunity to vote by ballot on the matters put forth at the Meeting. If you do not wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case you can only enter the Meeting as a guest.

DISSENT RIGHTS OF SHAREHOLDERS

If you are a registered Shareholder (other than a Rolling Shareholder) as of the close of business on the Record Date, you have the right to dissent from the Arrangement Resolution in the manner provided in section 185 of the OBCA, as modified by the Interim Order, the Final Order and the Plan of Arrangement (the “ Dissent Rights ”).

The following is only a summary of the provisions of the OBCA regarding the rights of Dissenting Shareholders (as modified by the Plan of Arrangement and the Interim Order), which are technical and complex. Shareholders are urged to review a complete copy of Section 185 of the OBCA, attached as Appendix “H” hereto, and those Shareholders who wish to exercise Dissent Rights are also advised to seek legal advice, as failure to comply strictly with the provisions of the OBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order, may result in the loss or unavailability of their Dissent Rights.

The following summary is qualified in its entirety by the provisions of section 185 of the OBCA, the Interim Order, the Final Order and the Plan of Arrangement. It is a condition to completion of the Arrangement in favour of the Purchaser that Dissent Rights shall not have been exercised in respect of more than 10% of the issued and outstanding Shares.

Any registered Shareholder who validly exercises Dissent Rights (a “ Dissenting Shareholder ”), may be entitled, in the event the Arrangement becomes effective, to be paid by the Purchaser the fair value, less any applicable withholdings, of the Shares held by such Dissenting Shareholder, which fair value, notwithstanding anything to the contrary contained in Part XIV of the OBCA, shall be determined as of the close of business on the day before the Arrangement Resolution was adopted. A Dissenting Shareholder will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Shares. Shareholders are cautioned that fair value could be determined to be less than the amount per Share payable pursuant to the terms of the Arrangement.

Section 185 of the OBCA provides that a Dissenting Shareholder may only make a claim under that section with respect to all of the Shares held by the Dissenting Shareholder on behalf of any one beneficial owner and registered in the Dissenting Shareholder’s name. One consequence of this provision is that a registered Shareholder may exercise Dissent Rights only in respect of Shares that are registered in that registered Shareholder’s name.

There can be no assurance that the fair value of Dissenting Shares as determined under the applicable provisions of the OBCA, as modified by the Interim Order, the Final Order and the Plan of Arrangement, will be greater than or equal to the Consideration under the Arrangement Agreement. Judicial determination of fair value could delay payment of Consideration in respect of Dissenting Shares.

In many cases, Shares beneficially owned by a Non-Registered Holder are registered either: (a) in the name of an Intermediary, or (b) in the name of a clearing agency (such as CDS & Co.) of which the Intermediary is a participant. Accordingly, a NonRegistered Holder will not be entitled to exercise its Dissent Rights directly unless the Shares are re-registered in such Shareholder’s name. A Non-Registered Holder who wishes to exercise Dissent Rights should immediately contact the Intermediary with whom such Shareholder deals in respect of their Shares and either: (i) instruct the Intermediary to exercise Dissent Rights on its behalf (which, if the Shares are registered in the name of CDS & Co. or other clearing agency, may require that such Shares first be re-registered in the name of the Intermediary), or (ii) instruct the Intermediary to re-register such Shares in the name of such Shareholder, in which case the Non-Registered Holder would be able to exercise Dissent Rights directly.

A registered Shareholder as of the close of business on the Record Date who wishes to dissent must provide a written notice of dissent (a “Dissent Notice”) to the Company at 99 Spadina Avenue, Suite 500, Toronto, Ontario M5V 3P8, Attention: Kenneth Szeto, General Counsel, to be received not later than 5:00 p.m. (Toronto Time) on January 22, 2024 (or 5:00 p.m. (Toronto Time) on the day which is two Business Days immediately preceding any adjourned or postponed Meeting). Failure to properly exercise Dissent Rights may result in the loss or unavailability of the right to dissent.

The filing of a Dissent Notice does not deprive a registered Shareholder of the right to vote at the Meeting. However, no registered Shareholder who has voted FOR the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to their Shares. A vote against the Arrangement Resolution, an abstention from voting or a proxy submitted instructing a proxyholder to vote against the Arrangement Resolution does not constitute a Dissent Notice .

Within 10 days after Shareholders adopt the Arrangement Resolution, the Company is required to notify each Dissenting Shareholder that the Arrangement Resolution has been adopted. Such notice is not required to be sent to any Shareholder who voted FOR the Arrangement Resolution or who has withdrawn its Dissent Notice.

A Dissenting Shareholder who has not withdrawn its Dissent Notice prior to the Meeting must then, within 20 days after receipt of notice that the Arrangement Resolution has been adopted, or if a Dissenting Shareholder does not receive such notice, within 20 days after learning that the Arrangement Resolution has been adopted, send to the Company at 99 Spadina Avenue, Suite 500, Toronto, Ontario M5V 3P8, a written notice containing his or her name and address, the number of Shares in respect of which he or she dissents (the “ Dissenting Shares ”), and a demand for payment of the fair value of such Shares (the “ Demand for Payment ”). Within thirty days after sending a Demand for Payment, a Dissenting Shareholder must send to the Company at 99 Spadina Avenue, Suite 500, Toronto, Ontario M5V 3P8, Certificates representing the Dissenting Shares. The Company will or will cause the Transfer Agent to endorse on the applicable Certificates received from a Dissenting Shareholder a notice that the holder is a Dissenting Shareholder and will forthwith return such Certificates to a Dissenting Shareholder.

Shareholders who withdraw, or are deemed to withdraw, their right to exercise Dissent Rights shall be deemed to have participated in the Arrangement, as of the Effective Time.

Failure to strictly comply with the requirements set forth in section 185 of the OBCA, as modified by the Plan of Arrangement, Interim Order and Final Order, may result in the loss of any right to dissent. The execution or exercise of a proxy does not constitute a written objection for the purposes of subsection 185(6) of the OBCA.

After sending a Demand for Payment, a Dissenting Shareholder ceases to have any rights as a Shareholder in respect of its Dissenting Shares other than the right to be paid the fair value of the Dissenting Shares held by such Dissenting Shareholder, except where: (i) a Dissenting Shareholder withdraws its Dissent Notice before the Company makes an offer to pay (an “ Offer to Pay ”), or (ii) the Company fails to make an Offer to Pay and a Dissenting Shareholder withdraws the Demand for Payment, in which case a Dissenting Shareholder’s rights as a Shareholder will be reinstated as of the date of the Demand for Payment.

Pursuant to the Plan of Arrangement, in no case shall the Purchaser or the Company or any other Person be required to recognize any Dissenting Shareholder as a Shareholder in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(f) of the Plan of Arrangement, and the names of such Dissenting Shareholders shall be removed from the registers of holders of Shares at the same time as the event described in Section 2.3(f) of the Plan of Arrangement occurs and the Purchaser shall be recorded as the registered holder of such Shares and shall be deemed to be the legal owner of such Shares.

In addition to any other restrictions under section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Incentive Units; (ii) Shareholders who vote or have instructed a proxyholder to vote such Shares FOR the Arrangement Resolution or who have not voted their Shares on the Arrangement Resolution; and (iii) the Rolling Shareholders.

Pursuant to the Plan of Arrangement, Dissenting Shareholders who are ultimately determined not to be entitled, for any reason, to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as Shareholders who have not exercised Dissent Rights in respect of such Shares and will be entitled to receive the applicable Consideration per Share to which holders of Shares who have not exercised Dissent Rights are entitled under the Plan of Arrangement.

The Company is required, not later than seven days after the later of the Effective Date or the date on which a Demand for Payment is received from a Dissenting Shareholder, to send to each Dissenting Shareholder who has sent a Demand for Payment, an Offer to Pay for its Dissenting Shares in an amount considered by the Board to be the fair value of the Shares, accompanied by a statement showing the manner in which the fair value was determined. Every Offer to Pay for Shares of the same class must be on the same terms. The Company must pay for the Dissenting Shares of a Dissenting Shareholder within 10 days after an Offer to Pay has been accepted by a Dissenting Shareholder, but any such offer lapses if the Company does not receive an acceptance within 30 days after the Offer to Pay has been made.

If the Company fails to make an Offer to Pay for Dissenting Shares, or if a Dissenting Shareholder fails to accept an Offer to Pay that has been made, the Company may, within 50 days after the Effective Date or within such further period as a court may allow, apply to a court to fix a fair value for the Dissenting Shares. If the Company fails to apply to a court, a Dissenting Shareholder may apply to a court for the same purpose within a further period of 20 days or within such further period as a court may allow. A Dissenting Shareholder is not required to give security for costs in such an application.

Before the Company makes an application to a court or not later than seven days after a Dissenting Shareholder makes an application to a court, the Company will be required to give notice to each Dissenting Shareholder of the date, place and consequences of the application and of its right to appear and be heard in person or by counsel. Upon an application to a court, all Dissenting Shareholders who have not accepted an Offer to Pay will be joined as parties and be bound by the decision of

the court. Upon any such application to a court, the court may determine whether any person is a Dissenting Shareholder who should be joined as a party, and the court will then fix a fair value for the Dissenting Shares of all Dissenting Shareholders. The final order of a court will be rendered against the Company in favour of each Dissenting Shareholder for the amount of the fair value of its Dissenting Shares as fixed by the court. The court may, in its discretion, allow a reasonable rate of interest on the amount payable to each Dissenting Shareholder from the Effective Date until the date of payment.

THE ARRANGEMENT

Background to the Arrangement

The entering into of the Arrangement Agreement is the result of extensive arm’s length negotiations between representatives of Q4, under the direction and oversight of the Special Committee, Sumeru and the Rolling Shareholders, and each of their respective financial and legal advisors. The negotiation and execution of the Arrangement Agreement followed a strategic review process undertaken at the direction of the Special Committee to assess a range of potential strategic alternatives. The following is a summary of the material events, meetings negotiations, discussions and actions between the parties that preceded the execution and public announcement of the Arrangement Agreement.

In October 2021, the Company completed its initial public offering (the “ IPO ”) of Shares on the TSX at a price of $12.00 per Share. Funds associated with Ten Coves Capital, the Company’s largest shareholder, held approximately 25.9% of the Shares outstanding at the time of the IPO. Prior to the entering into of the Arrangement Agreement, the Ten Coves Entities held approximately 25.6% of the Shares outstanding.

Following the IPO, broad declines in North American equity markets resulted in significantly lower share price performance for many technology companies. The weak macroeconomic environment also resulted in a dramatic decrease in the number of companies going public and an increase in M&A activity and stock exchange de-listings, which in turn resulted in lower new client acquisition and higher uncontrollable client churn. The downward pressure on the Company’s share price and trading multiple adversely impacted the Company’s ability to execute strategic acquisitions and limited the Company’s ability to grow as planned. This led to the Company implementing a series of cost reduction initiatives.

Throughout the period from the completion of the Company’s IPO until the early summer of 2023, Q4 received several inbound inquiries from potential counterparties seeking to engage with Q4 regarding the Company’s perspective on the value that could be created and the acceleration of its strategy through a going private transaction.

In light of the market challenges and the inbound inquiries, and as part of its ongoing mandate to act in the best interests of the Company, the Board, with the assistance of Q4’s senior management team, has regularly evaluated the Company’s performance, future growth prospects, overall corporate strategy and long-term strategic plans with the goal of strengthening Q4’s business and increasing Shareholder value. As part of these evaluations, the Board has considered a variety of strategic initiatives, including acquisitions, strategic partnerships and other potential strategic transactions. Although the Company engaged with several potential acquisition targets during this period, Q4 was unable to sufficiently progress any of these potential transactions to a point where they would be viable for the Company.

In late May 2023, Messrs. Daniel Kittredge and Ned May, both members of the Board and nominees of the Ten Coves Entities, requested a meeting with Osler, Hoskin & Harcourt LLP (“ Osler ”), legal counsel to the Company. Messrs. Kittredge and May indicated that they were considering opportunities to enhance shareholder value, including the consideration of a range of potential strategic alternatives. Messrs. Kittredge and May sought advice on the process for investigating such opportunities, having regard to the Company’s best interests and the implications of any alternatives to Shareholders and other stakeholders of the Company. At the meeting, representatives of Osler informed Messrs. Kittredge and May of the requirements and implications of considering a variety of potential transactions, including the requirements of MI 61-101 associated with a related party transaction or a business combination.

In early June 2023, Messrs. Kittredge and May, and Mr. Darrell Heaps, met with Osler on two occasions to further discuss the parameters of a potential exploration of strategic alternatives for the Company, including a transaction that might include differing treatment for certain Shareholders, such as a rollover of equity. Osler advised Messrs. Kittredge, May and Heaps that any such process should be discussed and considered by the entire Board with a likely need for the creation of a committee of independent directors to review, consider, direct and supervise any such transaction in accordance with the requirements of MI 61-101.

On June 16, 2023, the Board met to discuss the initiation of a process to explore, review and evaluate potential strategic alternatives focused on maximizing shareholder value. The Board discussed potential counterparties based on previously received unsolicited expressions of interest and the general approach and key steps associated with such a process. During the meeting, the Board received advice from Osler regarding the obligations and duties of the Board, the advisability of the establishment of a committee of independent directors of the Board, the engagement of a financial advisor, the applicability of MI 61-101 and other legal requirements related to its consideration of potential strategic alternatives. The Board determined that it would be appropriate to establish a special committee of independent board members with responsibility for, among

other things, considering a range of potential strategic alternatives available to the Company, directing and supervising any related negotiations, and making recommendations to the Board with respect to any proposed transaction. At the meeting, the Board received advice from Osler regarding a variety of factors for the Board to consider in respect of the composition of a special committee, including the need to exclude from consideration any directors that might participate in a potential transaction on a basis that differed from the general body of Shareholders. The Board agreed that it would consider the composition of the special committee prior to its formal establishment. After the meeting, Osler circulated a draft mandate in respect of the establishment of the Special Committee.

On June 19, 2023, after having met with several potential financial advisors, Raymond James was retained by the planned members of the Special Committee, Ms. Julie Silcock and Ms. Colleen Johnston, to provide financial advisory services in respect of a review of potential strategic alternatives. Concurrently with the negotiation of the terms of engagement, Raymond James began to meet with the planned members of the Special Committee and members of senior management to discuss the parameters of the strategic review.

On June 26, 2023, the Special Committee was formally established and comprised of Mses. Silcock (Chair) and Johnston, two independent directors of the Board. The Special Committee received a draft of its mandate and determined to retain an independent legal advisor. The Special Committee’s mandate authorized it to, among other things, review, direct and supervise the process to be carried out by the Company and its professional advisors in assessing any potential strategic alternatives, retain legal and financial advisors and, if the Special Committee deemed it advisable, negotiate a proposed transaction.

In late June 2023, the Ten Coves Entities engaged Blake, Cassels & Graydon LLP (“ Blakes ”) as its external counsel for the consideration of any possible transactions. Blakes was subsequently engaged to act on behalf of Messrs. Darrell Heaps and W. Neil Murdoch in their capacities as Rolling Shareholders.

In early July 2023, after carefully reviewing and considering the engagement of potential legal advisors, the Special Committee unanimously resolved to retain McCarthy as its independent legal advisor.

During the period from July 10, 2023 to the date of this Circular, the Special Committee held 14 formal meetings at which its advisors attended.

At the direction of the Special Committee, Raymond James assisted the Special Committee in navigating inbound interest from four potential counterparties (collectively, the “ Potential Counterparties ”) approved by the Special Committee to determine whether such parties would be interested in a transaction with the Company. Each such Potential Counterparty was determined, in the view of the Special Committee and Raymond James, to be credible and capable of completing a strategic transaction with the Company based on, among other considerations, the level of interest in the Company, strategic fit and industry reputation, and had previously made inbound inquiries to the Company in respect of a potential strategic transaction. The Company, under the direction of the Special Committee, negotiated and entered into non-disclosure and confidentiality agreements with the Potential Counterparties, including with Sumeru on July 4, 2023. The Potential Counterparties other than Sumeru are referred to as Party A, Party B and Party C.

On July 10, 2023, the Special Committee met with McCarthy on an introductory basis to discuss various matters relating to the process to be conducted by the Company and its professional advisors in assessing potential strategic alternatives, including maintaining the status quo and executing the Company’s planned business strategy. McCarthy provided the Special Committee with its views on conducting a sale process, including the advisability of a broad market canvas or targeted reach-out, the nature of potential counterparties (strategic, financial sponsor or both), the role of management and the mechanics of a “go-shop” structure. McCarthy advised the Special Committee that the advice of Raymond James should be taken under advisement in navigating an evaluation of strategic alternatives, including design of a sale process. McCarthy provided the Special Committee with an overview of the expectations of a Special Committee under applicable corporate and securities laws and provided a written memo by email immediately after the meeting.

On July 12, 2023, the Special Committee held a meeting, which representatives of Raymond James and McCarthy attended. Raymond James provided the Special Committee with an update on engagement with the Potential Counterparties, noting that Mr. Heaps and Raymond James had preliminary meetings with each Potential Counterparty but that they had not shared any substantive information. Following a discussion regarding the Company’s financial forecast and growth strategy, the Special Committee considered an indicative timeline and process for discussions with the Potential Counterparties. In consultation with Raymond James, the Special Committee determined that it would engage in a preliminary price exploration exercise with the Potential Counterparties (all of which were financial sponsors) and defer any formal sale process until an indication of interest had been received from at least one of the Potential Counterparties. The Special Committee also deliberated with Raymond

James on the parameters of a process to be implemented following the receipt of any acceptable indication of interest. The Special Committee and Raymond James discussed whether it would be appropriate to contact additional potential counterparties, and if so, the appropriate balance between financial sponsors and strategic buyers. The Special Committee then considered the relative risks of initiating a broad auction process, namely the enhanced risk for the potential dissemination of highly sensitive material non-public information. The Special Committee and Raymond James discussed the merits of utilizing a “go-shop” period following the announcement of any potential transaction in order to allow the Company to canvas the market without incurring such information risks. Turning to the profile of potential counterparties, and having considered the information available to them, Raymond James and the Special Committee agreed that the potential counterparties most likely to demonstrate an interest in completing a strategic transaction with the Company at a compelling level were likely those who had already expressed inbound interest. Raymond James also provided its views on engaging with potential strategic buyers, advising that while such potential strategic buyers should be contacted during the “go-shop” period, Raymond James did not expect it to be highly likely that strategic buyers would be interested in a strategic transaction given the EBITDA profile of the Company and the lack of any interest received from strategic buyers since the IPO. Following the meeting, on the instruction of the Special Committee, guidelines prepared by McCarthy (and reviewed by Osler) were provided to the Board and Management to establish a framework to maintain the integrity of the Special Committee’s process of evaluating any transaction and to formalize guidance with respect to, among other things, the proper management of inbound inquiries and communications with any transaction partners.

The Potential Counterparties were provided with key financial information vetted by the Special Committee and were also ultimately granted access to the Company’s data room containing additional information regarding the Company and its business. The Potential Counterparties received equal access to the Company’s due diligence information and equal opportunity to engage with senior management of the Company. During this time, the Special Committee and Board members were kept apprised of the progress of discussions with the Potential Counterparties. Raymond James and certain members of Management, including Mr. Heaps, engaged in several discussions regarding due diligence matters with Sumeru, Party A and Party B, between July 13 and July 20, 2023. Raymond James advised these three Potential Counterparties that a meeting of the Board was scheduled for August 4, 2023, and that it would behoove them to submit an expression of interest prior to that date. Party C had not yet engaged in active discussions with Management at this time.

On July 20, 2023, the Special Committee held a meeting, which representatives of Raymond James and McCarthy attended. Raymond James led a discussion regarding the status of engagement with the Potential Counterparties, the due diligence material and information in respect of the Company and its business provided to the Potential Counterparties, and each Potential Counterparty’s financial capacity to undertake a transaction. Based on advice provided by McCarthy, the Special Committee determined it would not be appropriate for representatives of the Ten Coves Entities to engage in direct discussions with any Potential Counterparty at this time.

On July 26, 2023, the Special Committee received a non-binding expression of interest for a possible acquisition of the Company from Sumeru at an indicative price of $5.75 per Share, which represented an approximate 43.4% premium to the then current trading price of the Shares. The expression of interest received was subject to the completion of due diligence, definitive agreements and internal approvals. The proposal stated that Sumeru expected Mr. Heaps to roll all or a significant portion of his equity interests on closing and that Sumeru was also willing to provide the Ten Coves Entities and Management with the opportunity to roll their equity interests on closing.

On July 27, 2023, the Special Committee met with Raymond James and McCarthy for the purposes of, among other things, reviewing and evaluating the merits of the proposal received from Sumeru. Representatives of Raymond James outlined the key terms of Sumeru’s proposal and highlighted a range of potential responses to the Sumeru proposal for the Special Committee, including making a counterproposal for a higher price. The Special Committee determined that the appropriate response to Sumeru at this stage should be a simple acknowledgement of receipt and an indication that the Special Committee was reviewing Sumeru’s proposal and would discuss the proposal during the upcoming Board meeting. Raymond James updated the Special Committee on discussions with Party C, noting that Party C had recently commenced its due diligence review. The Special Committee determined that it would continue its process of reviewing all available strategic alternatives (including maintaining the status quo) and that it would solicit input from the Board on Sumeru’s proposal and any other expressions of interest received from any other Potential Counterparty at the next scheduled Board meeting to be held on August 4, 2023. The Special Committee also reviewed and considered its mandate and was briefed by representatives of McCarthy regarding the duties and responsibilities of the Special Committee under applicable corporate and securities laws when reviewing and evaluating potential transactions with any Potential Counterparty. The Special Committee and representatives of McCarthy re-examined the interests, relationships and other factors that might be viewed as relevant to the independence of the members of the Special Committee in accordance with applicable corporate and securities laws. Each

member of the Special Committee concluded that each such member of the Special Committee was capable of acting independently.

On August 1, 2023, Party A advised a representative of Raymond James that it was willing to submit an expression of interest for a possible acquisition of the Company at an indicative price of $4.00 per Share. The representative of Raymond James advised Party A that a proposal at this price would not be acceptable to the Special Committee.

On August 2, 2023, the Special Committee received a non-binding expression of interest for a possible acquisition of the Company from Party B. The expression of interest from Party B included an indicative range of $5.75 to $6.25 per Share, which represented an approximate 41.6% to 53.9% premium to the then current trading price of the Shares. The expression of interest was subject to the completion of due diligence, definitive agreements and internal approvals.

On August 3, 2023, the Special Committee met with Raymond James and McCarthy for the purposes of, among other things, reviewing and evaluating the merits of the proposals received from each of Sumeru and Party B. Representatives of Raymond James outlined the key terms of Sumeru’s and Party B’s respective proposals and led a discussion with respect to valuation considerations, including market comparables and general market conditions. Raymond James also noted that Party C was continuing its evaluation of a potential strategic transaction with the Company. The Special Committee discussed a potential suspension of the strategic review process in light of recent revisions to the Company’s third and fourth quarter forecasts. Subject to further discussion with the Board at the meeting on August 4, 2023, the Special Committee determined to recommend to the Board that it continue the process of reviewing strategic alternatives.

On August 4, 2023, the Board met to consider ordinary course financial matters. During the meeting, discussions regarding potential strategic transactions were discussed only to the extent of confirming that the Special Committee should continue its process.

Following the meeting of the Board, the Special Committee held a meeting, which representatives of Raymond James and McCarthy attended. As recommended by the Special Committee and approved by the Board, the Special Committee instructed Raymond James to encourage each of Sumeru and Party B to increase the price contemplated by its proposal within the next three weeks, continue to encourage Party C to submit a written proposal, and advise Party C that two other expressions of interest had been received to date. The Special Committee noted that Mr. Heaps and the Ten Coves Entities indicated their willingness to support and participate in a transaction within the price range established by the Sumeru and Party B proposals. The Special Committee also noted the Board’s views on the need for certainty to secure an offer within an acceptable price range and the risk of one or more Potential Counterparties withdrawing its proposal as a result of the Company commencing a broader sale process. Taking all of this into account, the Special Committee determined that any agreement reached with a Potential Counterparty must include a “go-shop” provision and that Raymond James would contact other potential interested parties and canvas the market further during a “go-shop” period following execution of definitive transaction documents. Upon the recommendation of McCarthy, the Special Committee determined that any discussion between representatives of Ten Coves Capital and Potential Counterparties should be limited to a discussion regarding the Company’s growth opportunities, go-forward plans and alignment with Ten Coves Capital on strategy, and not pricing for a potential transaction in light of Ten Coves Capital’s intention to roll its equity interests. The Special Committee instructed that a representative of Raymond James be present during all discussions between representatives of Ten Coves Capital and Potential Counterparties. The Special Committee instructed McCarthy to begin preparing an initial draft of the definitive agreement that would govern a potential transaction. Following the meeting, McCarthy discussed with Osler the preparation of a draft arrangement agreement and related documents.

On August 10, 2023, the Special Committee held a meeting, which representatives of Raymond James and McCarthy attended. With the advice of Raymond James and McCarthy, the Special Committee considered the terms of a draft process letter to be shared with Potential Counterparties. Following a discussion with McCarthy regarding the requirement under MI 61-101 for a formal valuation prepared by an independent valuator in the context of a business combination, the Special Committee determined to engage Stifel Canada, who was one of the parties previously interviewed by the members of the Special Committee, to prepare a formal valuation and fairness opinion in connection with any proposed transaction. Following the meeting, Raymond James shared a process letter with the Potential Counterparties that specified the terms and conditions sought by the Special Committee to evaluate their formal bids. The Potential Counterparties were advised that the draft arrangement agreement would include a “go-shop” provision. All Potential Counterparties were encouraged to increase their price and asked to submit proposals on or before September 7, 2023. Raymond James advised that Party C was continuing to evaluate a potential transaction with the Company but was proceeding at a much slower pace than Sumeru and Party B.

On August 17, 2023, the Special Committee held a meeting, which representatives of Raymond James and McCarthy attended. Raymond James led a discussion regarding the status of the dealings with the Potential Counterparties. Raymond James noted that each of Sumeru and Party B were making progress on diligence and that the expectation was that both would be in a position to complete their diligence review and submit a final proposal on or prior to the September 7, 2023 deadline. Raymond James advised that Party C continued to be engaged in the process but, given the stage of its diligence review, Raymond James expected Party C would only be in a position to submit an indication of interest by September 7, 2023. With guidance from McCarthy, the Special Committee considered the key terms of the form of arrangement agreement prepared by Osler and reviewed by McCarthy, including the proposed dissent and appraisal rights, termination fees and the post-signing “go-shop” period. The Special Committee determined that it was satisfied with the form of arrangement agreement such that it could be shared with Potential Counterparties.

On August 18, 2023, an initial draft of the Arrangement Agreement was shared in the Company’s virtual data room for comment and review by the Potential Counterparties. At the Special Committee’s instruction, the draft Arrangement Agreement included a post-signing “go-shop” construct.

On August 24, 2023, the Special Committee held a meeting, which representatives of Raymond James and McCarthy attended. Raymond James led a discussion regarding the status of the dealings with the Potential Counterparties and advised the Special Committee that Party B had advised Raymond James that it did not intend to submit a final proposal based on its findings during due diligence relating to the Company’s prospects for future growth and profitability. Representatives of Raymond James also advised that they had received an email from a private equity firm indicating an interest in a potential transaction involving the Company. The Special Committee instructed Raymond James to respond to the email stating that there may be a potential opportunity to transact and that the Company would be pleased to consider a written expression of interest. No written expression of interest was ever received from this private equity firm.

On August 29, 2023, the Special Committee received preliminary comments on the Arrangement Agreement from Sumeru’s Canadian counsel, Stikeman Elliott LLP, with a view to soliciting feedback from advisors to the Company and the Special Committee to inform Sumeru’s proposal.

On August 31, 2023, the Special Committee held a meeting, which representatives of Raymond James and McCarthy attended. Raymond James led a discussion regarding the status of the dealings with Sumeru and Party C. With guidance from McCarthy, the Special Committee considered Sumeru’s preliminary comments on the Arrangement Agreement. The Special Committee instructed McCarthy to speak to Sumeru’s counsel together with Osler to discuss the comments on the Arrangement Agreement and to emphasize the competitive nature of the Company’s sale process. The Special Committee also agreed that, in light of the relatively tight timelines, the revised Arrangement Agreement should be provided to all members of the Board to keep them apprised of the status of the discussions with the Potential Counterparties.

On August 31, 2023, representatives of Osler, McCarthy and Blakes spoke to discuss Sumeru’s comments on the Arrangement Agreement, potential rollover arrangements and other matters relating to the strategic review process generally. Immediately following these discussions, Osler shared Sumeru’s mark-up of the Arrangement Agreement with Blakes.

On September 1, 2023, Osler and McCarthy met with Sumeru’s legal advisors to deliver preliminary feedback in response to Sumeru’s comments on the Arrangement Agreement. As instructed by the Special Committee, McCarthy advised Sumeru’s legal advisors that the Special Committee would weigh the definitive proposed form of Arrangement Agreement submitted with Sumeru’s final proposal against all other proposals received.

On September 7, 2023, the Special Committee held a meeting, which representatives of Raymond James and McCarthy attended. Raymond James advised the Special Committee that a confidential non-binding offer from Sumeru (the “ Initial Sumeru Proposal ”) was expected to be received later that day. With guidance from Raymond James and McCarthy, the Special Committee considered Sumeru’s expectations regarding post-closing governance and rollover arrangements, including the identities of the rolling shareholders, and whether further negotiations with Sumeru could yield a higher price than the price per Share of $6.05 expected to be contemplated by the Initial Sumeru Proposal. The Special Committee noted that that the “goshop” construct had been designed to provide the Company with flexibility to seek a higher offer from a third party. Raymond James and the Special Committee discussed Raymond James’ preliminary views on current market conditions and valuation with respect to the consideration contemplated by the Initial Sumeru Proposal. The Special Committee determined to share the Initial Sumeru Proposal with the Board immediately upon receipt.

Subsequently, on September 7, 2023, the Special Committee received the Initial Sumeru Proposal from Sumeru to acquire all of the Shares on a fully diluted basis for $6.05 per Share, to be paid in cash, subject to negotiation of an equity rollover with

certain key Shareholders. The Initial Sumeru Proposal provided for Mr. Heaps to roll a minimum of 85% of his Shares, and the Ten Coves Entities, at their option, to roll up to 100% of their Shares, in each case into an affiliate of Sumeru. The Initial Sumeru Proposal also indicated a willingness to accommodate the rollover interests of Mr. W. Neil Murdoch and Mr. Beven Gray. The Initial Sumeru Proposal noted the importance of Mr. Heaps’ participation on a rollover basis to align interests and create an opportunity to drive additional value over the long term. See “Interests of Certain Persons in the Arrangement – Rolling Shareholders”. The Initial Sumeru Proposal was subject to remaining confirmatory due diligence, negotiation of a definitive agreement and ancillary agreements, including rollover agreements and restrictive covenant agreements, and the entering into of a 7-day exclusivity period. Party C declined to submit an expression of interest.

From mid-August to the date of delivery of the Initial Sumeru Proposal, representatives of Ten Coves Capital and Sumeru met on three occasions. Representatives of Raymond James were present at each such meeting. The first was an introductory meeting, the second was a meeting to discuss the Company’s business strategy and the third was a meeting to discuss governance structure of the Company on a go-forward basis. Representatives of Ten Coves Capital did not engage in any substantive negotiations with Sumeru regarding the Initial Sumeru Proposal at any of these meetings.

On September 8, 2023, the Board met to receive a briefing from the Special Committee and Raymond James. During the meeting, Messrs. Kittredge and May indicated that Ten Coves Capital would not support the transaction in its current form given concerns from Ten Coves Capital around certain elements of the governance structure of the Company on a go-forward basis as proposed in the Initial Sumeru Proposal, as well as concerns around the proposed indebtedness and related capital structure contemplated in the Initial Sumeru Proposal.

On September 9, 2023, the Special Committee held a meeting, which representatives of Raymond James and McCarthy attended. McCarthy reviewed with the Special Committee the form of Arrangement Agreement proposed by Sumeru as part of the Initial Sumeru Proposal. McCarthy also led a discussion regarding the Special Committee’s role in assessing the Initial Sumeru Proposal with a view to ensuring any proposed transaction is fair to minority Shareholders and in the best interests of the Company. With guidance from Raymond James and McCarthy, the Special Committee considered the key open points in respect of the Initial Sumeru Proposal, being the offer price of $6.05 per Share, the concerns around proposed indebtedness and related capital structure contemplated in the Initial Sumeru Proposal and Ten Coves Capital’s concern with certain elements of the governance structure of the Company on a go-forward basis. The Special Committee noted that any proposed transaction would be unlikely to succeed without the support of Ten Coves Capital. The Special Committee instructed Raymond James to advise Sumeru that: (i) the Special Committee would be supportive of an offer price per Share of $6.20, (ii) a discussion with Mr. Heaps and Ten Coves Capital would be required to discuss an appropriate level of indebtedness and the related capital structure of the Company, and (iii) Sumeru should work with Ten Coves Capital to reach agreement on go-forward governance, subject to the Special Committee continuing to maintain its oversight role in such discussions.

On September 12, 2023, the Special Committee directed Raymond James to communicate to Sumeru that the Special Committee was unwilling to accept the Initial Sumeru Proposal. As a result, formal discussions between the parties were suspended.

Between September 12, 2023 and November 2, 2023, Sumeru and its advisors continued to carry out periodic discussions with representatives of Ten Coves Capital and Messrs. Heaps and their advisors regarding the governance, indebtedness and related capital structure matters identified as concerns with respect to the Initial Sumeru Proposal. During these discussions, the Purchaser and Ten Coves Capital resolved their differences regarding leverage and governance matters to their mutual satisfaction. In addition to resolving these matters, the Ten Coves Entities expressed interest in investing additional equity capital in the Purchaser in connection with the Closing, in addition to the rollover of all of their Shares, which the Purchaser indicated could be accommodated, subject to certain conditions.

On November 2, 2023, Sumeru indicated to Raymond James that an updated non-binding offer would be forthcoming by the beginning of the following week. Representatives of Q4 informed Osler of the potential development. Osler subsequently informed representatives of McCarthy that a potential proposal from Sumeru might be forthcoming and that the Special Committee would be asked to consider the amended proposal.

On November 4, 2023, the Special Committee held a meeting, which representatives of Raymond James and McCarthy attended. Raymond James briefed the Special Committee on the status of discussions in respect of a proposed transaction with Sumeru and advised that an updated confidential non-binding offer (the “ Updated Sumeru Proposal ”) was expected to be received from Sumeru on November 6, 2023.

On November 6, 2023, the Special Committee received the Updated Sumeru Proposal from Sumeru at the same cash offer price of $6.05 per Share, subject to negotiation of rollover consideration with certain key Shareholders. The Updated Sumeru Proposal provided for Mr. Heaps rolling a minimum of 85% of his Shares, and the Ten Coves Entities rolling up to 100% of their Shares, as well as the willingness to accommodate the rollover interests of Messrs. W. Neil Murdoch and Beven Gray. The Updated Sumeru Proposal was subject to remaining confirmatory due diligence, negotiation of a definitive agreement and ancillary agreements, including voting agreements, rollover agreements and restrictive covenant agreements, and the entering into of a 7-day exclusivity period. The Special Committee was advised that the governance, indebtedness and related capital structure issues previously determined to be an impediment to the completion of a transaction had been resolved to the satisfaction of Ten Coves Capital and Mr. Heaps.

On November 7, 2023, the Special Committee held a meeting, which representatives of Raymond James and McCarthy attended. Raymond James and McCarthy led a discussion of the key terms of the Updated Sumeru Proposal, focusing on the terms and conditions in the current draft of the Arrangement Agreement, including deal protection measures, the “go-shop” provision, the conditions to closing and the scope of the representations and warranties. In addition, the Special Committee considered the offer price of $6.05 per Share. Having regard to discussions in early September between Raymond James and Sumeru with respect to the price in the Initial Sumeru Proposal, and the Special Committee’s support in early September of an offer price per Share of $6.20, the Special Committee re-assessed its position in light of the Company’s lower than expected financial performance for the third quarter and other macro-economic factors, and concluded that there was a significant risk associated with further negotiations over price that Sumeru would withdraw the Updated Sumeru Proposal. The withdrawal of the Updated Sumeru Proposal would have deprived the Shareholders of the opportunity to evaluate and vote on the Arrangement.

Between November 7 and November 12, 2023, the parties negotiated the terms of the Arrangement Agreement, the Equity Commitment Letter and Limited Guarantee, the form of Voting Support Agreement, the Rollover Agreements, the Restrictive Covenant Agreements and other documentation. During this time, the parties, through their respective legal advisors, reviewed and exchanged successive drafts of the transaction documents. Board members had many informal discussions amongst themselves during this period and were kept apprised of the progress of the negotiations with Sumeru on a regular basis.

In the afternoon of November 12, 2023, the Special Committee held a meeting, which representatives of McCarthy, Raymond James and Stifel Canada attended. McCarthy led a discussion regarding the status of negotiations in respect of the Arrangement Agreement and other transaction documents, and the key terms thereof. In its deliberations, the Special Committee considered, in particular, the “go-shop” provision providing the Company with the ability to solicit acquisition proposals, the customary “fiduciary out” provisions that would apply following expiry of the “go-shop” period, the reasonableness of the termination fees, and the absence of financing conditions. The Special Committee also considered the equity rollover aspects of the Arrangement Agreement and related transaction documents. In particular, the Special Committee discussed the rationale for Sumeru selecting the Ten Coves Entities, Mr. Heaps, Mr. Murdoch and Mr. Gray as Rolling Shareholders to the exclusion of all other Shareholders. McCarthy led a discussion regarding the duties and responsibilities of the Special Committee under applicable corporate and securities laws when reviewing and evaluating the Arrangement. Raymond James led a discussion of the strategic review process conducted by the Company and the Special Committee. Raymond James orally delivered the Raymond James Fairness Opinion and Stifel Canada orally delivered the Stifel Formal Valuation and Fairness Opinion. The Special Committee reviewed the relative benefits and risks associated with the Arrangement as compared to the status quo and other alternatives, including the factors set out below under the heading “The Arrangement – Reasons for the Recommendation” and after careful deliberations, the Special Committee (i) unanimously determined that the Arrangement is in the best interests of the Company and is fair to Shareholders (other than the Rolling Shareholders) and (ii) unanimously resolved to recommend that the Board approve the Arrangement and recommend to Shareholders that they vote in favour of the Arrangement Resolution.

On the evening of November 12, 2023, the Board, including the Special Committee, convened with Osler, McCarthy, Raymond James and Stifel Canada. Stifel Canada orally delivered the Stifel Formal Valuation and Fairness Opinion and Raymond James orally delivered the Raymond James Fairness Opinion. Following the presentation of the Raymond James Fairness Opinion, representatives of Osler reviewed with the Board their duties as directors and reviewed the procedures they had undertaken in assessing the Arrangement. Representatives of Osler also advised the Board of the need for interested directors in a transaction to declare an interest and to excuse themselves from participation in any discussion regarding a proposed transaction or contract in which the conflicted directors had a material interest. Following the discussion, Ms. Silcock, on behalf of the Special Committee, confirmed that the Special Committee had unanimously determined that the Arrangement was in the best interests of the Company and fair to Shareholders (other than the Rolling Shareholders) and that the Special Committee had unanimously resolved to recommend that the Board approve the Arrangement and recommend to Shareholders that they vote in favour of the Arrangement Resolution. Mr. Heaps, on behalf of Management, confirmed Management’s view that the Arrangement was

in the best interests of the Company. Subsequently, each of Messrs. Heaps, Murdoch, May and Kittredge declared their interest in the Arrangement. The meeting was then adjourned temporarily, pending finalization of certain material transaction documents.

Subsequent to the Board meeting, the parties worked towards finalizing certain material transaction documents late into the evening.

Shortly after midnight on November 13, 2023, the Board reconvened with the conflicted directors excusing themselves. After careful deliberations, and taking into account the unanimous recommendation of the Special Committee and the financial and legal advice received, the Board (with each of the conflicted directors not in attendance or participating at the meeting) unanimously determined, among other things: (a) that the Arrangement is in the best interests of the Company and is fair to Shareholders (other than the Rolling Shareholders), and (b) that it would recommend to the Shareholders that such Shareholders vote in favour of the Arrangement Resolution. Accordingly, the Board authorized and approved the entering into by the Company of the Arrangement Agreement.

Following the meeting, throughout the balance of the night and into the early morning on November 13, 2023, the terms of the Arrangement Agreement and Plan of Arrangement and other transaction agreements were finalized between the parties.

The Arrangement Agreement, the Voting Support Agreements, the Rollover Agreements and the Restrictive Covenant Agreements were entered into on November 13, 2023. Following the execution of the agreements, the Company issued a press release announcing the execution of the Arrangement Agreement before markets opened on November 13, 2023.

Following the announcement of the Arrangement, with the assistance of Raymond James, the Company initiated its Go-Shop Process. Raymond James reached out to a variety of potential interested parties, including financial sponsors and strategic parties, and received unsolicited inbound interest from certain parties. Raymond James had contact with 23 parties during the process. The Company, under the direction of the Special Committee, negotiated and entered into non-disclosure and confidentiality agreements with five of these parties, all of whom were provided access to due diligence regarding the Company and one of which met with Management during the Go-Shop Period. The Company did not receive any Acquisition Proposals during the Go-Shop Period.

Recommendation of the Special Committee

The Special Committee, having undertaken a thorough review of, and carefully considered, the Arrangement and alternatives thereto, and after consultation with Raymond James regarding the financial terms of the Arrangement and McCarthy regarding legal matters relating to the Arrangement, and after considering the Stifel Formal Valuation and Fairness Opinion and the Raymond James Fairness Opinion, unanimously determined that the Arrangement is in the best interests of the Company and is fair to Shareholders (other than the Rolling Shareholders) and accordingly, the Special Committee unanimously recommended that the Board approve the Arrangement, and recommend to Shareholders that they vote in favour of the Arrangement Resolution.

Recommendation of the Board of Directors

After careful consideration, and after receiving the Raymond James Fairness Opinion, the Stifel Formal Valuation and Fairness Opinion and advice from outside legal counsel, and following the unanimous recommendation of the Special Committee, the Board (with conflicted directors not in attendance or participating in the decision) has unanimously determined that the Arrangement is in the best interests of the Company and is fair to the Shareholders (other than the Rolling Shareholders). Accordingly, the Board (other than the conflicted directors) unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution at the Meeting.

Reasons for the Recommendation

As described above, in making its recommendation to the Board, the Special Committee consulted with Management, Raymond James, Stifel Canada and McCarthy, received the Raymond James Fairness Opinion, the Stifel Formal Valuation and Fairness Opinion, reviewed a significant amount of information and considered a number of factors, including those listed below.

The Special Committee recommended the approval of the Arrangement, and the Board made its determination to approve the Arrangement (without the participation of the conflicted directors) based upon the totality of the information presented and considered by it. The following summary of the information and factors considered by the Special Committee and the Board is

not intended to be exhaustive but includes a summary of the material information and factors considered by the Special Committee and Board in their consideration of the Arrangement. In view of the variety of factors and the amount of information considered in connection with the evaluation of the Arrangement by the Special Committee and the Board, neither the Special Committee nor the Board found it practicable to, and did not, quantify or otherwise attempt to assign any relative weight to each of the specific factors considered in reaching its conclusions and recommendations. The recommendation of the Special Committee and the decision of the Board (without the participation of the conflicted directors) was made after consideration of, among others, the factors noted below, and in light of the Special Committee’s and the Board’s knowledge of the industry, business, financial condition and prospects of the Company and taking into account the advice of the financial, legal and other advisors to the Special Committee and the Company. Individual members of the Special Committee and Board may have assigned different weights to different factors.

Certainty of Value and Liquidity . The Consideration offered to Shareholders (other than the Rolling Shareholders) under the Arrangement is all cash, which allows such Shareholders to immediately realize value for all of their investment and provides certainty of value and immediate liquidity. The Consideration to be received by Shareholders (other than the Rolling Shareholders) pursuant to the Arrangement represents a 36% premium to the closing price of the Shares on the TSX on November 10, 2023, the last trading day prior to the announcement of the Arrangement, a 43% premium to the 20-day volume-weighted average trading price of the Shares on the TSX as of November 10, 2023 and a 46% premium to the 60-day volume-weighted average trading price of the Shares on the TSX as of November 10, 2023.
Highest Proposal . The Special Committee concluded, after extensive negotiations with Sumeru, that the Consideration, which represents an increase from the consideration initially proposed by Sumeru, was the highest price that could be obtained from Sumeru and that further negotiation could have caused Sumeru to withdraw its proposal, which would have deprived the Shareholders of the opportunity to evaluate and vote on the Arrangement.
Review of Strategic Alternatives . The Special Committee, after consultation with Raymond James, considered the identity and potential strategic interest of other industry and financial counterparties for a potential transaction with the Company and the Special Committee determined that it was unlikely any person or group would be willing and able to propose a transaction that was on terms (including price) more favourable to the Company, the Shareholders and other relevant stakeholders than the Arrangement. The Special Committee also considered the Company’s standalone business strategy and concluded that the Consideration offered to Shareholders (other than the Rolling Shareholders) is more favourable to Shareholders than the alternative of remaining an independent public company and pursuing the Company’s long-term strategic plan (taking into account the risks, rewards and uncertainties). The Arrangement Agreement also permits the Company, in certain circumstances and subject to certain conditions, both during the Go-Shop Period and thereafter until Shareholder approval is obtained, to consider, accept and enter into a definitive agreement with respect to a Superior Proposal. See “Go-Shop Provision” and “Ability to Respond to a Superior Proposal” below.
Formal Valuation . The receipt of the formal valuation of the Shares contained within the Stifel Formal Valuation and Fairness Opinion prepared by Stifel Canada, independent valuator to the Special Committee, which concluded that, based upon and subject to the assumptions made, procedures followed, matters considered, and limitations and qualifications set forth therein, as of November 12, 2023, the fair market value of the Shares was in the range of $5.50 to $6.80 per Share. The complete text of the Stifel Formal Valuation and Fairness Opinion is attached as Appendix “D”. Shareholders are urged to read the Stifel Formal Valuation and Fairness Opinion in its entirety. See “The Arrangement – Fairness Opinions and Formal Valuation”.
Fairness Opinions . The receipt of the fairness opinion contained within the Stifel Formal Valuation and Fairness Opinion from Stifel Canada, and of the Raymond James Fairness Opinion from Raymond James, exclusive financial advisor to the Special Committee, each of which concluded that, based upon and subject to the assumptions made, procedures followed, matters considered, and limitations and qualifications set out in their respective opinions, that the consideration to be received by the Shareholders (other than the Rolling Shareholders) pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders. The complete text of the Stifel Formal Valuation and Fairness Opinion and the Raymond James Fairness Opinion are attached as Appendix “D” and Appendix “E”. Shareholders are urged to read both Stifel Formal Valuation and Fairness Opinion and the Raymond James Fairness Opinion in their entirety. See “The Arrangement – Fairness Opinions and Formal Valuation”.
Go-Shop Provision . The Arrangement Agreement includes a “go-shop” provision which allowed the Company, with the assistance of its financial advisor, to actively solicit, evaluate and enter into negotiations with respect to potential

superior acquisition proposals during an initial 35-day period, with the possibility of a further 5-day extension under certain circumstances. Following the announcement of the Arrangement, with the assistance of Raymond James, the Company initiated its Go-Shop Process. Raymond James reached out to a variety of potential interested parties, including financial sponsors and strategic parties, and received unsolicited inbound interest from certain parties. Raymond James had contact with 23 parties during the process. The Company did not receive any Acquisition Proposals during the Go-Shop Period.

Support for the Arrangement . Each of the Rolling Shareholders and each of the directors and executive officers of the Company has entered into a Voting Support Agreement, pursuant to which they have agreed to, among other things, vote their Shares, which represent approximately 37.0% of the Shares outstanding as of the Record Date, in favour of the Arrangement at the Meeting.
Transaction Certainty . The likelihood, after consultation with their legal and financial advisors, that the Board and the Special Committee placed on the limited number of conditions to the Arrangement being satisfied, including that the parties do not anticipate any regulatory approvals will be required to be obtained under applicable Laws to consummate the Arrangement and that the completion of the Arrangement is not subject to any financing condition.
Arrangement Agreement Terms . The Arrangement Agreement is the result of a comprehensive process that was conducted at arm’s length with the involvement and supervision of the Special Committee as advised by independent and highly qualified legal and financial advisors and resulted in terms and conditions that are reasonable in the judgment of the Special Committee and the Board, including a customary “fiduciary out” that will enable the Company to enter into a Superior Proposal in certain circumstances.
Ability to Respond to Superior Proposal . Under the Arrangement Agreement, the Board, in certain circumstances both during the Go-Shop Period and thereafter until Shareholder approval is obtained, is able to consider, accept and enter into a definitive agreement with respect to a Superior Proposal, and withdraw, modify or amend its recommendation that Shareholders vote to approve the Arrangement Agreement. The Voting Support Agreements, by their terms, terminate if the Board determines to enter into a definitive agreement with respect to a Superior Proposal.
No Financing Condition or Regulatory Approvals . The Arrangement is not subject to a financing condition in favour of Sumeru or any regulatory approvals.
Treatment of Employees . The Purchaser has agreed to certain covenants under the Arrangement Agreement regarding the treatment of employees for at least 12 months following the Effective Time.
Accelerated Vesting of Securities . The accelerated vesting of all unvested Options, DSUs, PSUs and RSUs outstanding immediately prior to the Effective Time and the receipt by holders of such incentive securities of a cash payment per incentive security equal to the Consideration, less the exercise price thereof in the case of Options and, in each case, subject to applicable withholdings.
Termination Fee . In the view of the Special Committee, the Termination Fee payable by the Company of $9,000,000, or $4,880,000 if the Arrangement Agreement had been terminated during the Go-Shop Period, is reasonable in the circumstances and would not preclude a third party from potentially making a Superior Proposal.
Reverse Termination Fee . The Company is entitled to a Reverse Termination Fee of $12,250,000 in certain circumstances if the Arrangement Agreement is terminated.
Minority Vote and Court Approval . The Arrangement must be approved by not only two-thirds of the votes cast by Shareholders, but also by a majority of the minority Shareholders in accordance with MI 61-101, and by the Ontario Superior Court of Justice (Commercial List), which will consider the fairness and reasonableness of the Arrangement to all Shareholders.

Role of the Special Committee. The evaluation and negotiation process was supervised by the Special Committee, which is composed entirely of independent directors and was advised by experienced and qualified financial and legal advisors. The Special Committee met regularly with the Company’s advisors. The Arrangement was unanimously recommended to the Board by the Special Committee.
Arm’s Length Negotiation. The Arrangement Agreement is the result of a rigorous negotiation process that was undertaken at arm’s length with the oversight and participation of the Special Committee and the Board and their financial and legal advisors.
Ability to Respond to Unsolicited Superior Proposals. Notwithstanding the restrictive covenants contained in the Arrangement Agreement that have the effect of limiting the Company’s ability to solicit interest from third parties, the Arrangement Agreement allows the Board to, at any time prior to obtaining the approval of Shareholders of the Arrangement Resolution but subject to certain terms and conditions, respond to an unsolicited bona fide acquisition proposal that the Board determines in good faith, after consultation with its financial advisor(s) and legal counsel, constitutes or could reasonably be expected to constitute or lead to a superior proposal.
Shareholder and Court Approvals. The Arrangement is subject to the following approvals, which protect the Shareholders:
the Arrangement Resolution must be approved by the affirmative vote of at least 66⅔% of the votes cast by Shareholders present virtually or represented by proxy at the Meeting, voting together as a single class;
the Arrangement Resolution must be approved by the affirmative vote of a simple majority of the votes cast by Shareholders present virtually or represented by proxy at the Meeting, voting together as a single class, excluding those votes attached to the Shares beneficially owned, or over which control or direction is exercised by, the Rolling Shareholders, and any other votes required to be excluded pursuant to MI 61-101; and
the Arrangement must be approved by the Court, which will consider, among other things, the fairness and reasonableness of the Arrangement to the Shareholders.
Dissent Rights. The availability of Dissent Rights to the registered Shareholders as of the Record Date with respect to the Arrangement, subject to strict compliance with all requirements applicable to the exercise of Dissent Rights.

In the course of their deliberations, the Special Committee and the Board also considered a variety of risks and other factors, including the following:

Non-Completion . The risks to the Company and the Shareholders if the Arrangement is not completed, including the costs to the Company in pursuing the Arrangement and the diversion of Management from the conduct of the Company’s business in the ordinary course.
Impact of Announcement on the Company . The fact that announcement and pendency of the Arrangement may result in significant costs to the Company and cause substantial harm to the Company’s relationships with its employees (including making it more difficult to attract and retain key personnel) and other business partners.
No Longer a Public Company . Following the Arrangement, the Company will no longer exist as a public corporation and the Shareholders (other than the Rolling Shareholders) will forego any potential future increase in share value balanced against the fact that the Shareholders (other than the Rolling Shareholders) will no longer be exposed to any risks of the Company’s business.
Restrictions on the Conduct of Business . The restrictions on the conduct of the Company’s business prior to the completion of the Arrangement, requiring the Company to conduct its business in the ordinary course, subject to specific exceptions, may delay or prevent the Company from undertaking business opportunities that may arise pending completion of the Arrangement.
Limited Market Canvas; Limited Solicitation . The Company did not conduct a broad market canvas or formal auction process prior to entering into the Arrangement Agreement to identify potential strategic or other financial

counterparties. The Arrangement Agreement restricts the Company’s ability to actively solicit competing bids outside of the Go-Shop Period.

Business Relationships with Sumeru . The risk that certain third parties may be reluctant to make an Acquisition Proposal during the Go-Shop Period or afterwards if doing so could adversely affect such parties’ business relationships with Sumeru.
Termination Fee and Expenses Reimbursement Payment . The potential payment of the Termination Fee, being $9,000,000, or $4,880,000 if the Arrangement Agreement had been terminated during the Go-Shop Period, by the Company to the Purchaser under certain circumstances specified in the Arrangement Agreement, and that the Termination Fee may act as a deterrent to the emergence of a Superior Proposal. Further, the potential payment of the Expenses Reimbursement Payment, being up to a maximum of $4,850,000, by the Company to the Purchaser, despite any other provision in the Arrangement Agreement relating to the payment of fees and expenses, if the Arrangement Agreement is terminated by the Company or the Purchaser as a result of the Shareholders failing to approve the Arrangement at the Meeting.
Fees and Expenses . The fees and expenses associated with the Arrangement, a significant portion of which will be incurred regardless of whether the Arrangement is consummated.
Taxable Transaction . The purchase by the Purchaser of the Shares (other than the Rollover Shares) from Shareholders will be a taxable transaction for Canadian federal income tax purposes (and may also be a taxable transaction under other applicable tax Laws) and, as a result, Shareholders will generally be required to pay taxes on gains, if any, that result from the receipt of the Consideration under the Arrangement.

After taking into account all of the factors set forth above, as well as others, the Special Committee and the Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Arrangement were outweighed by the potential benefits of the Arrangement to the Shareholders.

Fairness Opinions and Formal Valuation

In deciding to recommend approval of the Arrangement to the Board, the Special Committee considered, among other things, the Stifel Formal Valuation and Fairness Opinion and the Raymond James Fairness Opinion.

The opinions each state that, as of November 12, 2023, and subject to the assumptions made, procedures followed, matters considered, limitations and qualifications set forth in each respective fairness opinion, the consideration to be received by the Shareholders (other than the Rolling Shareholders) pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders.

The Stifel Formal Valuation and Fairness Opinion states that, as of November 12, 2023 subject to the assumptions made, procedures followed, matters considered, limitations and qualifications set forth therein, the fair market value of the Shares was in the range of $5.50 to $6.80 per Share.

The following summary of the Stifel Formal Valuation and Fairness Opinion and the Raymond James Fairness Opinion is qualified in its entirety by reference to the full text of the Stifel Formal Valuation and Fairness Opinion attached to this Circular as Appendix “D” and the Raymond James Fairness Opinion attached to this Circular as Appendix “E”. The Company encourages you to read these documents in their entirety. The Stifel Formal Valuation and Fairness Opinion and the Raymond James Fairness Opinion are not recommendations as to how any Shareholder should vote with respect to the Arrangement or any other matter.

Stifel Formal Valuation and Fairness Opinion

Stifel Canada was retained by the Special Committee pursuant to the Stifel Canada Engagement Agreement to provide financial advice and assistance to the Special Committee in evaluating the Arrangement, including the preparation and delivery to the Special Committee, and under the supervision of the Special Committee and the Board, of a formal valuation of the Shares in accordance with the requirements of MI 61-101 and Stifel Canada’s opinion as to whether the consideration to be received by the Shareholders (other than the Rolling Shareholders) in respect of the Arrangement is fair, from a financial point of view, to such Shareholders.

At a meeting of the Board held on November 12, 2023, Stifel Canada delivered a presentation and rendered its oral opinion, which was subsequently confirmed in writing in the Stifel Formal Valuation and Fairness Opinion, to the effect that, as of November 12, 2023, and based upon and subject to the various assumptions made, procedures followed, matters considered, and the limitations and qualifications on the scope of review undertaken by Stifel Canada as set forth in the Stifel Formal Valuation and Fairness Opinion, the fair market value of the Shares was in the range of $5.50 to $6.80 per Share. Stifel Canada also rendered its oral opinion, which was subsequently confirmed in a written opinion dated November 12, 2023, to the effect that, as of November 12, 2023, and based upon and subject to the various assumptions made, procedures followed, matters considered, and the limitations and qualifications on the scope of review undertaken by Stifel Canada as set forth in its written opinion, the consideration to be received by the Shareholders (other than the Rolling Shareholders) pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders.

The Stifel Canada Engagement Agreement provides for a payment to Stifel Canada of a fixed fee payable upon the delivery to the Special Committee of the Stifel Formal Valuation and Fairness Opinion. The fees payable to Stifel Canada under the Stifel Canada Engagement Agreement were negotiated and agreed to by Stifel Canada and the Special Committee. No portion of the fees payable to Stifel Canada under the Stifel Canada Engagement Agreement is contingent upon the conclusions reached by Stifel Canada in the Stifel Formal Valuation and Fairness Opinion or upon the completion of the Arrangement.

Under the Stifel Canada Engagement Agreement, Stifel Canada is also entitled to be reimbursed for all reasonable out-ofpocket expenses incurred by it in connection with its engagement. The Company has also agreed to indemnify Stifel Canada in respect of certain liabilities which may arise out of its engagement.

Shareholders are urged to read the Stifel Formal Valuation and Fairness Opinion in its entirety. The full text of the Stifel Formal Valuation and Fairness Opinion, which sets forth, among other things, the credentials of Stifel Canada, the assumptions made, procedures followed, information reviewed, matters considered, and the limitations and qualifications on the scope of review undertaken by Stifel Canada in connection with the Stifel Formal Valuation and Fairness Opinion, is attached as Appendix “D” to this Circular.

The Stifel Formal Valuation and Fairness Opinion was provided solely for the exclusive use of the Special Committee and the Board in considering the Arrangement and does not constitute nor should it be construed as a recommendation to the Special Committee or the Board as to whether the Company should proceed with the Arrangement, nor is it a recommendation to any Shareholder as to how to vote or act on any matter relating to the Arrangement. The Stifel Formal Valuation and Fairness Opinion is only one factor that was taken into consideration by the Special Committee and the Board in making their respective determinations. See “The Arrangement – Reasons for the Recommendation”.

Credentials of Stifel

Stifel Canada is a wholly-owned subsidiary of Stifel Financial Corp., which is a publicly traded financial services firm listed on the New York Stock Exchange. As part of its investment banking activities, Stifel Canada is regularly engaged in the valuation of securities in connection with mergers and acquisitions, public offerings and private placements of listed and unlisted securities and regularly engage in market making, underwriting and secondary trading of securities in connection with a variety of transactions. Stifel Canada is not in the business of providing auditing services.

The opinions expressed in the Stifel Formal Valuation and Fairness Opinion are the opinions of Stifel Canada, based on the guidance and materials provided by Management, and the form and content thereof has been approved for release by a group of professionals of Stifel Canada, each of whom is experienced in mergers, acquisitions, divestitures, fairness opinions and valuation matters.

Independence of Stifel

The Special Committee was satisfied that Stifel Canada is qualified and competent to provide the services under the Stifel Canada Engagement Agreement and is independent within the meaning of MI 61-101. In connection with the Special Committee’s assessment of whether Stifel Canada is independent of any “interested party” (as such term is used in MI 61-101), Stifel Canada confirmed, among other things, that it is not, and none of its affiliates are, an “issuer insider”, “associated entity” nor an “affiliated entity” of any “interested party” (as each such term is used in MI 61-101).

Scope of Review

In preparing the Stifel Formal Valuation and Fairness Opinion, Stifel Canada considered, and relied upon (subject to the exercise of its professional judgment, without attempting to verify independently the completeness, accuracy, or fair presentation thereof), among other things, the following:

a) a draft of the Arrangement Agreement dated November 12, 2023;
b) the letter of intent dated November 6, 2023 from Sumeru to the Board;
c) certain other publicly available business and financial information relating to the Company;
d) public press releases and news articles;
e) material change reports, and other regulatory filings made by the Company since its initial public offering;
f) the audited consolidated financial statements as at and for the fiscal years ended December 31, 2021 and 2022, and unaudited interim financial statements as at for the three, six and nine months ended September 30, 2021, March 31, 2022, June 30, 2022, September 30, 2022, March 31, 2023, and June 30, 2023;
g) internal financial results for the period ended September 30, 2023;
h) the historical management discussion and analysis for the fiscal years ended December 31, 2021 and 2022, and for the three, six, and nine months ended September 30, 2021, March 31, 2022, June 30, 2022, September 30, 2022, March 31, 2023, and June 30, 2023;
i) the annual information form for fiscal years ended December 31, 2021 and 2022;
j) the contents contained in the data room provided to Stifel Canada;
k) certain industry research publications;
l) public information in connection with the business, operations, historical market prices, trading activity, such as volume, average daily trading value, block trades;
m) valuation multiples of the Company and other selected public companies as Stifel Canada deemed relevant;
n) public information with respect to certain other transactions of a comparable nature, as Stifel Canada deemed relevant;
o) discussions with the Company’s financial advisor, Raymond James;
p) discussions with Management on key topics; and
q) other analyses that were performed and relevant factors that Stifel Canada deemed as appropriate.

Stifel Canada, to the best of its knowledge, was not denied access or limited by the Company to any information requested by Stifel Canada.

Prior Valuations

The Company represented to Stifel Canada that no prior valuation (as defined by MI 61-101) had been prepared, with respect to the Company’s securities or materials assets, in the 24 months preceding the date of the Stifel Formal Valuation and Fairness Opinion.

Assumptions and Limitations

The Stifel Formal Valuation and Fairness Opinion is subject to certain assumptions and limitations, including those described below.

With the approval of the Special Committee and as provided for in the Stifel Canada Engagement Agreement, Stifel Canada relied upon, and assumed the completeness, accuracy and fair presentation of all financial and other information, data, advice, opinions and representations obtained by it from public sources, or provided to it by the Company or its affiliates, associates or advisors, or otherwise obtained by it pursuant to its engagement (collectively, the “ Information ”), and the Stifel Formal Valuation and Fairness Opinion is conditional upon such completeness, accuracy and fair presentation of such Information. Without limiting the generality of the foregoing, Stifel Canada’s descriptions in the Stifel Formal Valuation and Fairness Opinion of the Company and their respective assets, businesses and operations were derived from the Information that Stifel Canada obtained from the Company or its affiliates, associates or advisors or from publicly available sources. Subject to the exercise of Stifel Canada’s professional judgment and except as expressly described in the Stifel Formal Valuation and Fairness

Opinion, Stifel Canada had not been requested to or attempted to verify independently the accuracy, completeness or fairness of the presentation of any such Information, data, advice, opinions and representations. Furthermore, Stifel Canada relied upon historical data, operating metrics, future forecasts and validated whether this information and assumptions were reasonable by applying its own judgment based on its knowledge of the company, industry and market. Stifel Canada did not meet with the independent auditors of the Company in connection with preparing the Stifel Formal Valuation and Fairness Opinion and assumed the accuracy and fair presentation of, and relied upon, the audited consolidated financial statements and the reports of the auditors thereon, as well as the unaudited interim financial statements and internal financial results of the Company.

With respect to the historical financial data, operating and financial forecasts and budgets provided to Stifel Canada concerning Q4 and its business and relied upon in Stifel Canada’s financial analyses, Stifel Canada assumed, subject to its professional judgment, that they had been reasonably prepared on the basis reflecting the most reasonable assumptions, estimates and judgments of management of the Company in regard to the Company’s business, plans, taxation levels, financial condition and prospects of the Company.

The Company represented to Stifel Canada, in a certificate of two senior officers of the Company, dated the date of the Stifel Formal Valuation and Fairness Opinion, among other things, that, subject to the limitations described therein, (i) the Information, data and other material (financial or otherwise) provided to Stifel Canada by or on behalf of the Company, including written information and information provided orally in discussions concerning the Company, including the materials referred to under the heading “Scope of Review” in the Stifel Formal Valuation and Fairness Opinion were complete, true and correct as at the date the Information was provided to Stifel Canada and did not contain any untrue statement of a material fact in respect of the Company, its subsidiaries or the Arrangement and did not omit to state a material fact in respect of the Company, its subsidiaries or the Arrangement necessary to make the Information not misleading in light of the circumstances under which the Information was made or provided; and (ii) since the date on which the Information was provided to Stifel Canada, except as disclosed in writing to Stifel Canada, there had been no material change, financial or otherwise, in the financial condition, assets or liabilities (contingent or otherwise), business, operations or prospects of the Company or any of its subsidiaries and no material change had occurred in the Information or any part thereof which would have or which would reasonably be expected to have a material adverse impact on the conclusions provided in the Stifel Formal Valuation and Fairness Opinion.

The Stifel Formal Valuation and Fairness Opinion was rendered on the basis of securities markets, economic and general business and financial conditions prevailing as of the date thereof, and the conditions and prospects, financial and otherwise, of the Company and its respective subsidiaries, as they were reflected in the Information and as they had been represented to Stifel Canada in discussions with the management and employees of the Company and its advisors. In Stifel Canada’s analysis and in connection with the preparation of the Stifel Formal Valuation and Fairness Opinion, Stifel Canada made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of either party involved in the Arrangement.

Stifel Canada expressed no opinion concerning any legal, tax or accounting matters concerning the Arrangement or the sufficiency of the Stifel Formal Valuation and Fairness Opinion for the Company’s purposes.

Definition of Fair Market Value

For the purposes of the formal valuation contained within the Stifel Formal Valuation and Fairness Opinion, and in accordance with MI 61-101, “fair market value” means the monetary consideration that, in an open and unrestricted market, a prudent and informed buyer would pay a prudent and informed seller, each acting at arm’s length with the other and under no compulsion to act (“ Fair Market Value ”). In accordance with MI 61-101, Stifel Canada made no downward adjustment to the Fair Market Value of the Shares to reflect the liquidity of the Shares, the effect of the Arrangement on the Shares, or the fact that the Shares held by minority Shareholders do not form part of a controlling interest.

Approach to Value Analysis

The formal valuation contained within the Stifel Formal Valuation and Fairness Opinion provides a conclusion on a per Share basis with respect to the Company’s “en bloc” value, being the price at which all of the Shares could be sold to one or more buyers in a single transaction or series of transactions.

Stifel Canada did not consider whether any synergies will accrue to the Purchaser as a consequence of the completion of the Arrangement. The only potential annualized cost savings that might accrue to the Purchaser that were quantified were the

elimination of public company expenses. The Company’s management estimated that the annualized savings from their elimination would be approximately US$2 million and Stifel Canada reflected these savings into its formal valuation.

Valuation Methodologies

In determining the Fair Market Value of the Shares, Stifel Canada applied three principal valuation methodologies:

a discounted cash flow analysis (“ DCF Analysis ”);
a comparable companies trading analysis (“ Comparable Companies Trading Analysis ”); and
a comparable precedent transactions analysis (“ Precedent Transactions Analysis ”).

Stifel Canada also approached its analysis using a number of secondary techniques including analyst valuation approaches and price targets, historical trading analysis, and M&A premiums analysis, but did not rely on these methods to arrive at its conclusion regarding the Fair Market Value of the Shares as when applying its judgment and experience.

Discounted Cash Flow Analysis

To assist in determining the Fair Market Value of the Shares, Stifel Canada performed a DCF analysis. In its analysis, Stifel Canada discounted to January 1, 2024, both the present value of the projected unlevered after-tax free cash flows and the terminal value determined at the end of the forecast period based on a perpetual growth rate methodology.

Stifel Canada projected Q4’s unlevered after-tax free cash flows from management’s current 2024E-2026E forecast (“ Management’s 3-Year Forecast ”), and an extended 2027E-2033E forecast based on assumptions viewed by Q4’s management as reasonable (“ Management’s Forecast ”). These projections allowed for the determination of sensitivities with respect to input variables.

Management’s Forecast Overview

In review of Management’s 3-Year Forecast and Management’s Forecast, Stifel Canada reviewed and evaluated Q4’s management’s driving underlying assumptions including but not limited to:

revenue growth across each of the business lines;
the demand for the Company’s products, dependent on enterprise customer budgets and capital markets activity, and the expected performance of the aforementioned relative to today;
average revenue per account, in particular related to attach rates of recent new and future products, and the Company’s ability to cross-sell its products;
product revenue contribution mix;
product pricing strategy and future price increase expectations;
customer retention (controllable and uncontrollable);
cost of goods sold and gross margins, in particular related to recent and future initiatives to save costs (related to personnel, technology, and lease agreements, amongst others); and
operating expenditures, specifically sales and marketing spend, research and development costs, and general and administrative expenses, in the context of recent and anticipated cost reduction strategies.

In order to establish comfort in whether to rely on Management’s 3-Year Forecast and Management’s Forecast Stifel Canada completed the following:

a review of historical actual results against prior budgets and forecast;
a review of the Company’s approach to developing business plans and their forecasting process;
a review of key metrics vs. industry benchmarks and comparable companies;
discussions with Management regarding the basis for a number of their model assumptions and how credible (or noncredible) they are; and
scenario analysis on key revenue and expense drivers.

As a result of Stifel Canada’s rigorous quantitative and qualitative review of the aforementioned, among other materials, Stifel Canada believes that Management’s 3-Year Forecast and the Management Forecast appear reasonable and credible and were therefore relied upon in the construction of the DCF Analysis.

Summary of 10-Year Forecast

In calculating Management Forecast’s unlevered after-tax free cash flow projections used in the DCF Analysis, Stifel Canada incorporated an expected net operating loss starting balance of US$79.1 million at Q1 2024E applied to offset future tax expenses and added back US$2 million in public company costs annually estimated as cost savings by Management upon the close of the Arrangement.

Below is a summary of the DCF Analysis.

Below is a summary of the DCF Analysis.
	Fiscal Year Ending December 31
(US$mm, except per share items) 2024E 2025E 2026E	2027E 2028E 2029E 2030E 2031E 2032E 2033E
Revenue $67.2 $78.5 $92.8 Gross Profit $50.2 $60.9 $74.0	$106.7 $122.7 $141.1 $162.3 $186.6 $214.6 $246.8 $86.4 $99.4 $114.3 $131.4 $151.2 $173.8 $199.9
Adjusted EBITDA $2.5 $9.3 $18.3	$19.9 $22.6 $27.1 $30.8 $37.0 $42.2 $48.2
EBIT ($2.3) $5.0 $14.3 Cash Taxes $0.0 $0.0 $0.0	$15.8 $18.1 $22.2 $25.6 $31.3 $36.0 $41.4 $0.0 $0.0 $0.0 ($6.3) ($8.6) ($9.9) ($11.3)
NOPAT ($2.3) $5.0 $14.3 (-) CAPEX ($0.2) ($0.2) ($0.2) (-) Increase in NWC ($0.8) ($0.8) ($1.1) (+) D&A $2.5 $2.1 $1.8	$15.8 $18.1 $22.2 $19.3 $22.7 $26.1 $30.0 ($0.3) ($0.3) ($0.4) ($0.4) ($0.5) ($0.5) ($0.6) ($1.3) ($1.4) ($1.7) ($1.9) ($2.2) ($2.5) ($2.9) $2.1 $2.4 $2.7 $3.1 $3.6 $4.2 $4.8
Unlevered Free Cash Flow ($0.7) $6.1 $14.7 PV Factor 93.7% 82.2% 72.1% PV of FCFF ($0.7) $5.0 $10.6	$16.3 $18.8 $23.0 $20.2 $23.7 $27.2 $31.3 63.2% 55.5% 48.6% 42.7% 37.4% 32.8% 28.8% $10.3 $10.4 $11.2 $8.6 $8.9 $8.9 $9.0

Includes public company cost savings. 2. Net operating loss of US$79.1 million incorporated at Q1 2024E.

Discount Rate Analysis

Stifel Canada estimated a weighted average cost of capital (“ WACC ”) to discount the projected unlevered after-tax free cash flows. The WACC was calculated using a cost of equity and an after-tax cost of debt, weighted on the basis of an assumed target capital structure. Stifel Canada applied its judgment in arriving at an assumed capital structure, which was based on a review of the current capital structures of selected companies in software as a service technology companies and the historical and current relative risks inherent in these companies’ assets. The cost of debt was calculated based on Q4’s current undrawn debt facility, which has an interest rate of CIBC’s Prime Rate + 1.00% margin (“ Cost of Debt ”). Stifel Canada then multiplied the Cost of Debt by the Canadian Corporate Tax Rate to arrive at the after tax cost of debt. To estimate the cost of equity, Stifel Canada used the Capital Asset Pricing Model (“ CAPM ”). CAPM estimates the cost of equity with reference to the risk-free rate of return, the risk of equity relative to the market (“ beta ”) and a market equity risk premium. To select the appropriate unlevered beta, Stifel Canada performed a series of calculations and consulted certain third-party sources in estimating Q4’s beta and considered a select group of comparable companies that have similar risks. The selected unlevered beta was re-levered using the assumed target capital structure and was applied in the CAPM approach to calculate the cost of equity.

Below are the assumptions used by Stifel Canada in estimating WACC for Q4:

WACC Calculation
*Capital Structure*
Debt-to-Total Capitalization	10.5%
Equity-to-Total Capitalization	89.5%
*Cost of Debt*
Cost of Debt	8.2%
QFOR Statuatory Tax Rate	26.5%
After-Tax Cost of Debt	6.0%
*Cost of Equity*
Risk-Free Rate(1)	3.8%
Adj. Levered Beta(2)	1.54
Market Risk Premium(3)	5.3%
Size Premium(4)	3.1%
Cost of Equity	15.0%
Weighted-Average Cost of Capital	14.0%

Source: Bloomberg, FactSet, Kroll Cost of Capital Navigator.

Risk-Free Rate corresponds to the Canadian 10-year government bond yield, as per Bloomberg.
Analysis of betas for selected comparable companies relative to the S&P 500 Index.
Market Risk Premium equal to 5.25% as per KPMG.
Size premium based on the Kroll Cost Capital Report.

Based upon the foregoing, Stifel Canada determined the appropriate WACC for the Company to be in the range of 13.0% to 15.0%.

Terminal Value

Stifel Canada calculated a range of terminal enterprise values based on a 2.50% to 3.50% growth rate into perpetuity of the unlevered after-tax free cash flows following the end of the forecast period and a discount range of 13.0% to 15.0%. Stifel Canada calculated that a 3.00% terminal growth rate of the unlevered after-tax free cash flows was appropriate after 2033E given the forecasted revenue trajectory for the business over the forecast period.

Summary of DCF Analysis

The following table summarizes the results of the DCF Analysis, assuming a discount rate of 13.0% to 15.0% and perpetual growth rate of 2.50% to 3.50%. The analysis represents the aggregate value of Q4’s operating assets based on the present value of the unlevered after-tax free cash flows derived from the DCF to arrive at an equity value and equity value per share. Stifel Canada added the net cash position as of January 1, 2024E as estimated by Q4’s management to the estimated enterprise value.

Below is a summary of the DCF Analysis per share value range.

WACC Perpetual Growth Rate Termianl Value (US$mm) Present Value Factor Present Value of Terminal Value Sum of Present Value of FCFF (US$mm) TEV (US$mm) TEV (C$mm) Cash(C$mm) Enterprise Value (C$mm) Fully Diluted Shares Outstanding (mm) Implied Share Price (C$)	Value Range
	Low High 15.0% 13.0% 2.5% 3.5% $256.8 $341.2 26.5% 31.3% $68.1 $106.8 $78.3 $86.4 $146.4 $193.3 $202.6 $267.4 $22.3 $22.3 224.9 289.7 42.5 42.5 $5.30 $6.82

Source: Bloomberg, FactSet, priced as of market close on November 10, 2023; CAD:USD FX rate of 1.38 as of November 10, 2023.

Under the DCF Analysis, the value per Share was determined to be in the range of approximately C$5.30 to C$6.82.

Sensitivity Analysis

The table below demonstrates how different Terminal Growth Rates and WACCs influence the implied equity value per Share from Stifel Canada’s DCF Analysis.

13.0% 13.5% 14.0% 14.5% 15.0% WACC		2.5% 3.0% 3.5% Terminal Growth Rate Equity Value Per Share (C$/ sh) Sensitivity
		$6.46 $6.63 $6.82 $6.13 $6.28 $6.44 $5.82 $5.96 $6.10 $5.55 $5.67 $5.79 $5.30 $5.40 $5.51

Comparable Companies Trading Analysis

Stifel Canada reviewed the trading metrics of a number of publicly traded software companies based in North America (the “ Primary Peer Group ”) it believed to be the most comparable to Q4, considering attributes such as:

revenues primarily derived from selling software;
high percentage of revenue is recurring or contractual in nature;
an enterprise value range Stifel Canada considered in the range comparable to Q4;
financial metrics, namely revenue growth, and gross and adjusted EBITDA margins in a range comparable to Q4 (or the combination of revenue growth and adjusted EBITDA margin commonly referred to in industry terms as the Rule of 40);
companies which sold their products B2B; and
companies whose customer end markets were similar to those of Q4.

The criteria above are broad and Stifel Canada applied qualitative and quantitative judgment to individual peers. They are not meant to represent any rank order of importance, and not all peers fit all of the criteria. While none of the companies reviewed were considered directly comparable to Q4, Stifel Canada relied on its professional judgment and experience in rendering such opinions to select the most appropriate comparables.

For the purposes of its analysis, Stifel Canada based its valuation on a Total Enterprise Value (“ TEV ”) to 2023E Revenue or TEV/2023E Revenue, and TEV to 2024E Revenue or TEV/2024E Revenue, as investors and the majority of the equity research analyst community use these metrics for comparative purposes within the software sector and also because Stifel Canada believes these multiples to be the most appropriate of a high growth technology company transitioning from negative to positive adjusted EBITDA (i.e. the company had not reached a mature level of profitability).

The following table is a summary of Stifel Canada’s Comparable Companies Trading Analysis.

(Expressed in US$mm) Company Name	EV / Revenue	EV / Revenue
	2023E	2024E
Primary Peer Group Yext, Inc. $890 $801 Coveo Solutions, Inc. $829 $671 Vimeo, Inc. $663 $386 ON24, Inc. $337 $130 D2L, Inc. $310 $213 Copperleaf Technologies Inc $291 $200 Expensify, Inc. Class A $190 $167 Thinkific Labs, Inc. $155 $69 ProntoForms Corporation $58 $59	2.0x 1.9x 5.5x 4.7x 0.9x 0.9x 0.8x 0.9x 1.2x 1.1x 3.5x 2.8x 1.1x 1.1x 1.2x 1.0x 2.4x 2.0x
Primary Peer Group Average	2.1x	1.8x

Source: Company filings, FactSet, priced as of market close on November 10, 2023.

Summary of Comparable Companies 2023E/2024E Revenue Multiples Analysis

Source: Company filings, FactSet, analyst research, priced as of mar Q4 Multiple Range Revenue Low High (C$mm) x x TEV / 2023E Revenue $82.9 1.75x 2.25x TEV / 2024E Revenue $92.9 1.50x 2.00x	Q4 Revenue	Multiple Range	Multiple Range	Implied Enterprise Value Range	Implied Enterprise Value Range	Implied Equity per Share	Implied Equity per Share	Implied Equity per Share(30% Premium)
		Low	High	Low	High	Low	High	Low High
				ket close on Novem (C$mm) $145.0 $139.4	ber 10, 2023; CAD (C$mm) $186.4 $185.8	:USD FX rate of 1. C$/ sh $4.09 $3.96	38 as of November C$/ sh $5.07 $5.05	10, 2023. C$/ sh C$/ sh $5.32 $6.59 $5.15 $6.57

Summary of Comparable Companies Trading Analysis

The Comparable Companies Trading Analysis approach is not an “en bloc” valuation methodology, and therefore Stifel Canada applied a 30% control premium to the equity value of the Primary Peer Group in order to derive an appropriate valuation multiple for the Company. Stifel Canada applied its professional judgment, taking into consideration Q4’s financial and operating characteristics, to derive a range of values of C$5.15 to C$6.59 per share from the Comparable Companies Trading Analysis.

Precedent Transactions Analysis

The Precedent Transactions Analysis considers transaction prices in the context of a purchase or sale of a comparable company or asset to estimate the “en bloc” value of a particular asset or company. The prices paid for companies and assets in our relevant precedent transactions provide an indication of value.

Stifel Canada reviewed a number of precedent transactions based in North America to determine its group of comparable precedent transactions. Stifel Canada considered attributes such as:

business operations of target must be software-focused with a meaningful portion of revenue derived from subscription or contracted revenue;
target must have been publicly listed on a North American exchange when the deal was announced;
implied enterprise value range Stifel Canada considered in the range comparable to Q4; and
financial metrics, namely revenue growth, gross margins, and adjusted EBITDA margins in a range comparable to Q4 (or the combination of revenue growth and adjusted EBITDA margin commonly referred to in industry terms as the Rule of 40).

Stifel Canada noted that there are a relatively limited number of directly comparable transactions due to the company’s unique business mix and financial profile and not all precedents fit all of the criteria. However, Stifel Canada applied its qualitative and quantitative judgment as well as its experience in rendering such opinions to select the most appropriate precedent transactions.

For the purposes of the analysis, Stifel Canada based its valuation on a TEV to last 12 months Revenue (“ LTM ”) or TEV/LTM and TEV to next 12 months Revenue (“ NTM ”) or TEV/NTM. Stifel Canada reviewed the TEV/LTM, the TEV/NTM acquisition multiples of the precedent transactions as investors and the majority of the equity research analyst community use these metrics for comparative purposes within the software sector.

Below is a summary of the selected precedent transactions considered in the Precedent Transactions Analysis.

Completed Date	Announce Date	Target	Acquiror	Implied Enterprise Value (US$M)	EV / NTM Revenue(2) EV / LTM Revenue(1)
Oct-2023 Jul-2023 Dialogue Health Technologies Sun Life Financial Inc $237 3.3x 2.6x Jan-2023 Oct-2022 Benefitfocus, Inc. Voya Financial Inc. $570 2.2x 2.2x Dec-2020 Sep-2020 MobileIron, Inc. Ivanti Software, Inc. $794 3.7x 3.7x Jul-2019 May-2019 Amber Road Inc E2open LLC $445 5.2x 4.8x Jun-2019 Apr-2019 BSM Technologies Inc. Geotab Inc. $85 1.9x 1.8x Feb-2018 Nov-2017 Bazaarvoice, Inc. Marlin Management Co LLC $456 2.2x 2.1x Nov-2017 Sep-2017 Exa Corporation Dassault Systemes SE $383 5.3x 4.7x May-2017 Feb-2017 Halogen Software Inc. Saba Software, Inc.; 6883621 Canada Inc. $186 2.6x 2.4x
Average 3.3x 3.0x

Source: Mergermarket, Capital IQ, Company filings.

Summary of Precedent Transactions LTM/NTM Analysis

Q4 Revenue (C$mm) LTM Revenue Multiple(1) $80.9 NTM Revenue Multiple(2) $90.3	Q4 Revenue	Multiple Range	Multiple Range	Implied Enterprise Value Range	Implied Enterprise Value Range	Implied Equity Valueper Share
		Low	High	Low	High	Low High
		x 2.75x 2.50x	x 3.25x 3.00x	(C$mm) $222.5 $225.6	(C$mm) $263.0 $270.8	C$/ sh C$/ sh $5.92 $6.87 $5.99 $7.05

Based on LTM Revenue as of September 30, 2023.
Based on estimates of NTM Revenue as of September 30, 2023.

Source: Company filings, FactSet, priced as of market close on November 10, 2023; CAD:USD FX rate of 1.38 as of November 10, 2023.

Stifel Canada’s approach considered these transactions as a good estimate of “en bloc” value. Stifel Canada applied its professional judgement, taking into consideration Q4’s financial and operating characteristics, to derive a range of values of C$5.92 to C$7.05 per share from the Precedent Transactions Analysis.

Formal Valuation Conclusion

In arriving at an opinion of Fair Market Value for the Shares, Stifel Canada did not attribute any particular weight to any specific factor but made qualitative and quantitative judgments based on experience in rendering such opinions and on circumstances then prevailing as to the significant and relevance of each factor.

Based upon and subject to the matters set forth in the Stifel Formal Valuation and Fairness Opinion, and such other factors as Stifel Canada considered relevant, Stifel Canada is of the opinion that, as of the date of the Stifel Formal Valuation and Fairness Opinion, the Fair Market Value of the Shares is in the range of C$5.50 to C$6.80 per Share.

Fairness Conclusion

Based upon and subject to the matters set forth in the Stifel Formal Valuation and Fairness Opinion, and other matters as Stifel Canada consider relevant, Stifel Canada is of the opinion that, as of the date of the Stifel Formal Valuation and Fairness Opinion, the Consideration to be received by the Shareholders (other than the Rolling Shareholders) pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders.

Raymond James Fairness Opinion

The Special Committee retained Raymond James as its financial advisor in connection with the Arrangement pursuant to an engagement agreement dated September 1, 2023 (the “Raymond James Engagement Agreement” ). The Special Committee selected Raymond James to act as its financial advisor based on Raymond James’ qualifications, expertise and reputation and its knowledge of the industry, business and affairs of the Company.

At a meeting of the Board held on November 12, 2023, Raymond James delivered a presentation and rendered its oral opinion, which was subsequently confirmed in a written opinion dated November 12, 2023, to the effect that, as of November 12, 2023, and based upon and subject to the various assumptions made, procedures followed, matters considered, and the limitations and qualifications on the scope of review undertaken by Raymond James as set forth in its written opinion, the consideration to be received by the Shareholders (other than the Rolling Shareholders) in respect of the Arrangement is fair, from a financial point of view, to such Shareholders.

Pursuant to the Raymond James Engagement Agreement, Raymond James is entitled to transaction fees, a fairness opinion fee and, if applicable, a percentage of certain termination fees. The transaction fees payable to Raymond James represent a significant portion of the fees payable to Raymond James, are contingent on the completion of the Arrangement or certain alternative transactions during the term of the Raymond James Engagement Agreement or the twelve months following its termination, and vary depending upon the value of any such transaction. The fairness opinion fee payable to Raymond James is payable upon delivery of the Raymond James Fairness Opinion and is not contingent in whole or in part on the completion of the Arrangement. In addition, during the aforementioned time period, in the event that the Company receives a termination fee pursuant to a definitive agreement, including the Arrangement Agreement, that had been entered into and has subsequently been terminated, the Company has agreed to pay Raymond James a percentage of such termination fee. The Company has also agreed to indemnify Raymond James and its affiliates, their respective officers, directors, managers, members, partners, securityholders, employees and agents and each person, if any, controlling Raymond James or any of its affiliates against, among other things, certain liabilities and expenses, arising out of Raymond James’ engagement.

The Company has been advised by Raymond James that, as of the date of the Raymond James Fairness Opinion, (a) neither Raymond James, nor any of its affiliates, is an insider, associate or affiliate (as those terms are defined in the Securities Act (Ontario) or the rules made thereunder) of the Company, the Purchaser or any of their respective affiliates (collectively, the “Interested Parties” ), (b) Raymond James has not been engaged to provide any financial advisory services nor has it participated in any financings involving the Interested Parties within the past two years, and (c) there are no understandings, agreements or commitments between Raymond James and any of the Interested Parties with respect to future business dealings.

In the ordinary course of its business, Raymond James may trade in the securities of the Company for its own account or for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities. Furthermore, Raymond James may provide investment banking, financial advisory and other financial services to the Company and/or the Purchaser or other participants in the Arrangement in the future, for which Raymond James may receive compensation.

The Raymond James Fairness Opinion was prepared at the request of the Board and the Special Committee and for the benefit and use of the Board and the Special Committee in connection with their evaluation of the Consideration to be received by the Shareholders, other than the Rolling Shareholders. Raymond James was not asked to prepare and has not prepared a “formal valuation” under MI 61-101 or appraisal of any of the assets, liabilities (contingent or otherwise) or the securities of the Company or of any of its subsidiaries or affiliates, and the Raymond James Fairness Opinion should not be construed as such.

In deciding to recommend the Arrangement, the Special Committee and the Board considered, among other things, the advice and financial analyses provided by Raymond James as well as the Raymond James Fairness Opinion. The Raymond James Fairness Opinion was only one of many factors taken into consideration by the Board and Special Committee in considering the Arrangement and should not be viewed as determinative of the views of the Special Committee or the Board with respect to the Arrangement or the Consideration. See “The Arrangement – Reasons for the Recommendation”.

Shareholders are urged to read the Raymond James Fairness Opinion in its entirety. The full text of the Raymond James Fairness Opinion, which sets forth, among other things, the information reviewed, matters considered, and the limitations and qualifications on the scope of review undertaken by Raymond James in connection with the Raymond James Fairness Opinion, is attached as Appendix “E” to this Circular.

The Raymond James Fairness Opinion addresses and is limited only to the fairness, from a financial point of view, of the Consideration to be received by the Shareholders (other than the Rolling Shareholders) pursuant to the Arrangement and does not address any other aspect of the Arrangement or any related transaction, including any legal, tax, business, regulatory or other aspects of the Arrangement to the Company or any of its securityholders (including the Shareholders). The Raymond James Fairness Opinion is addressed to the Board and the Special Committee for their exclusive use only in considering the Arrangement. The Raymond James Fairness Opinion may not be relied upon by any other Person.

The Raymond James Fairness Opinion does not constitute a recommendation to any Shareholder as to how such Shareholder should act or vote on any matters relating to the Arrangement. This summary of the Raymond James Fairness Opinion is qualified in its entirety by reference to the full text of the Raymond James Fairness Opinion attached as Appendix “E” to this Circular.

Implementation and Particulars of the Arrangement

The following summarizes the material terms of the Arrangement and does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement filed on SEDAR+ at www.sedarplus.ca and the Plan of Arrangement attached as Appendix “C” hereto.

Implementation of the Arrangement

The Arrangement will be implemented by way of a statutory plan of arrangement under Section 182 of the OBCA pursuant to the terms of the Arrangement Agreement. The following procedural steps must be taken in order for the Arrangement to become effective:

(a) the Arrangement Resolution must be approved by Shareholders by the Required Shareholder Approval in the manner set forth in the Interim Order;
(b) the Court must grant the Final Order approving the Arrangement;

(c) all conditions precedent to the Arrangement, as set out in the Arrangement Agreement, must be satisfied or waived (if permitted) by the appropriate Party; and
(d) the Articles of Arrangement, prepared in the form prescribed by the OBCA, must be filed with the OBCA Director and a Certificate of Arrangement issued pursuant thereto

If all conditions for the implementation of the Arrangement have been satisfied or waived (if permitted), the steps, qualified in their entirety by the full text of the Plan of Arrangement attached to this Circular as Appendix “A”, described in “The Arrangement – Implementation and Particulars of the Arrangement – The Plan of Arrangement”, will occur under the Plan of Arrangement at the Effective Time.

The Plan of Arrangement

Pursuant to the terms of the Plan of Arrangement, at the Effective Time each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five-minute intervals starting at the Effective Time:

each Option outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Omnibus Plan, shall be deemed to be unconditionally vested and exercisable, and such Option shall, without any further action by or on behalf of a holder of Options, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the amount by which the Consideration exceeds the exercise price of such Option, subject to applicable withholdings, and each such Option shall immediately be cancelled and, for greater certainty, where such amount is zero or negative, neither the Company nor the Purchaser shall be obligated to pay the holder of such Option any amount in respect of such Option;
each DSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Omnibus Plan, shall, without any further action by or on behalf of a holder of DSUs, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Consideration, subject to applicable withholdings, and each such DSU shall immediately be cancelled;
each PSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Omnibus Plan, shall, without any further action by or on behalf of a holder of PSUs, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Consideration, subject to applicable withholdings, and each such PSU shall immediately be cancelled;
each RSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Omnibus Plan, shall, without any further action by or on behalf of a holder of RSUs, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Consideration, subject to applicable withholdings, and each such RSU shall immediately be cancelled;
(i) each holder of Options, DSUs, PSUs and RSUs shall cease to be a holder of such Options, DSUs, PSUs and RSUs, (ii) such holder’s name shall be removed from each applicable register, (iii) the Omnibus Plan and all agreements relating to the Options, DSUs, PSUs and RSUs shall be terminated and shall be of no further force and effect, and (iv) such holder shall thereafter have only the right to receive the consideration to which they are entitled pursuant to clauses (1), (2), (3) and (4) above at the time and in the manner specified in clauses (1), (2), (3) and (4) above;
each of the Shares held by Dissenting Shareholders in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality to the Purchaser in consideration for a debt claim against the Purchaser for the amount determined under Article 3 of the Plan of Arrangement, and:
(a) such Dissenting Shareholders shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid fair value by the Purchaser for such Shares as set out in Section 3.1 of the Plan of Arrangement;
(b) such Dissenting Shareholders’ names shall be removed as the holders of such Shares from the registers of Shares maintained by or on behalf of the Company; and

(c) the Purchaser shall be deemed to be the transferee of such Shares free and clear of all Liens, and shall be entered in the register of Shares maintained by or on behalf of the Company;
each Share outstanding immediately prior to the Effective Time held by a Shareholder who is not a Rolling Shareholder, other than Shares held by a Dissenting Shareholder who has validly exercised such holder’s Dissent Right, shall, without any further action by or on behalf of a holder of Shares, be deemed to be assigned and transferred by the holder thereof to the Purchaser in exchange for the Consideration, and:
(a) the holders of such Shares shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid the Consideration by the Purchaser in accordance with the Plan of Arrangement;
(b) such holders’ names shall be removed from the register of the Shares maintained by or on behalf of the Company; and
(c) the Purchaser shall be deemed to be the transferee of such Shares (free and clear of all Liens) and shall be entered in the register of the Shares maintained by or on behalf of the Company;
each Rollover Share held by a Rolling Shareholder immediately prior to the Effective Time shall, without any further action by or on behalf of a Rolling Shareholder, be deemed to be assigned and transferred by the Rolling Shareholder to the Purchaser in exchange for the Rollover Consideration payable to such Rolling Shareholder in accordance with the terms of the Rollover Agreement between such Rolling Shareholder and the Purchaser, and:
(a) the holders of such Shares shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid the Rollover Consideration by the Purchaser in accordance with the Plan of Arrangement and any applicable Rollover Agreement;
(b) such holders’ names shall be removed from the register of the Shares maintained by or on behalf of the Company; and
(c) the Purchaser shall be deemed to be the transferee of such Shares (free and clear of all Liens) and shall be entered in the register of the Shares maintained by or on behalf of the Company; and
at such time following the completion of those transactions described in the foregoing paragraphs, as promptly as possible after all conditions therefore have been met, the Company shall file the prescribed form of election under the Tax Act with the CRA electing to cease being a public corporation for the purposes of the Tax Act.

The Arrangement will become effective on the date shown on the Certificate of Arrangement to be endorsed by the OBCA Director on the Articles of Arrangement giving effect to the Arrangement in accordance with the OBCA.

Effect of the Arrangement on Shares and Rollover Shares

Pursuant to the Arrangement, Shareholders (other than any Rolling Shareholder and those who validly exercise their Dissent Rights) will receive, in accordance with the terms and conditions set forth in the Plan of Arrangement, a cash payment of $6.05 per Share from the Purchaser, subject to any withholdings or deductions required to be made pursuant to the Plan of Arrangement. See “The Arrangement – Implementation and Particulars of the Arrangement – The Plan of Arrangement” and “Key Agreements Relating to the Arrangement – The Arrangement Agreement”.

Dissenting Shareholders will be deemed to have transferred their Shares to the Purchaser, and will cease to have any rights as Shareholders other than the right to be paid the fair value for such Shares in accordance with the Plan of Arrangement. See “Dissent Rights of Shareholders”.

Pursuant to the Arrangement, each Rollover Share held by a Rolling Shareholder will be transferred by the Rolling Shareholder pursuant to the Rollover Agreements in exchange for the Rollover Consideration payable to the Rolling Shareholder in accordance with the terms of their Rollover Agreement. Rolling Shareholders will receive for their Rollover Shares either Purchaser Shares (each at an implied value of $6.05 per Share) or a mix of Purchaser Shares and cash at an aggregate implied value of $6.05 per Share, in accordance with the applicable Rollover Agreement. Upon completion of the Arrangement, the Rolling Shareholders will be minority shareholders of affiliates of the Purchaser. See “The Arrangement – Implementation and

Particulars of the Arrangement – The Plan of Arrangement” and “Key Agreements Relating to the Arrangement – Rollover Agreements”.

Effect of the Arrangement on Options

Pursuant to the Arrangement, each Option outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Omnibus Plan, shall be deemed to be unconditionally vested and exercisable, and such Option shall, without any further action by or on behalf of a holder of Options, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the amount by which the Consideration exceeds the exercise price of such Option, subject to applicable withholdings, and each such Option shall immediately be cancelled.

Effect of the Arrangement on Deferred Share Units

Pursuant to the Arrangement, each DSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Omnibus Plan, shall, without any further action by or on behalf of a holder of DSUs, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Consideration, subject to applicable withholdings, and each such DSU shall immediately be cancelled.

Effect of the Arrangement on Performance Share Units

Pursuant to the Arrangement, each PSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Omnibus Plan, shall, without any further action by or on behalf of a holder of PSUs, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Consideration, subject to applicable withholdings, and each such PSU shall immediately be cancelled.

Effect of the Arrangement on Restricted Share Units

Pursuant to the Arrangement, each RSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Omnibus Plan, shall, without any further action by or on behalf of a holder of RSUs, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Consideration, subject to applicable withholdings, and each such RSU shall immediately be cancelled.

Sources of Funds for the Arrangement

The total amount of funds required to complete the Arrangement will be provided through a combination of debt financing and equity financing and cash on hand of the Company.

Equity Financing

Equity Financing Commitment and Limited Guarantee

Concurrently with the execution and delivery of the Arrangement Agreement, the Purchaser and the Company entered into the Equity Commitment and Limited Guarantee with the Investors.

Commitment

Pursuant to the Equity Commitment and Limited Guarantee, each Investor has committed, severally and not jointly, subject to the terms and conditions set forth in the Equity Commitment and Limited Guarantee, that upon satisfaction or waiver by the Purchaser of each of the conditions set forth in Article 6 of the Arrangement Agreement to the Purchaser’s obligation to consummate the Arrangement, such Investor shall purchase, or shall cause the purchase of, equity securities of the Purchaser for an aggregate amount, not to exceed its applicable percentage of (i) the amount required to be paid by the Purchaser in connection with the Closing, minus (ii) the Rollover Consideration, plus (iii) all fees and expenses that the Purchaser is required to pay in connection with the Closing (the “Aggregate Commitment” ). The Equity Commitment and Limited Guarantee provides that each Investor’s applicable percentage of the Aggregate Commitment may be reduced on a dollar-for-dollar basis by the amount of proceeds of the Debt Financing and any other equity financing obtained from any co-investors, subject to certain conditions.

Limited Guarantee

In addition, each Investor has absolutely, unconditionally and irrevocably guaranteed, severally (and not jointly or jointly and severally), and subject to the terms and conditions of the Equity Commitment and Limited Guarantee, the performance and discharge of the obligations of the Purchaser to pay (i) (A) the Reverse Termination Fee pursuant to Section 8.2(4) of the Arrangement Agreement, and (B) solely to the extent applicable under the Arrangement Agreement, an amount required to be paid by the Purchaser pursuant to Section 8.2(7) of the Arrangement Agreement in the event, and only in the event, that a Reverse Termination Fee Event occurs, or (ii) solely to the extent applicable under the Arrangement Agreement, an amount required to be paid by the Purchaser pursuant to Section 7.3 of the Arrangement Agreement (such applicable amount, the “Guarantee Cap” ), in an amount equal to such Investor’s applicable percentage of the Guarantee Cap; provided that the aggregate liability of the Investors pursuant to such guarantee shall in no event exceed the Guarantee Cap.

Intentions of Directors, Executive Officers and Rolling Shareholders

Interests of Certain Persons in the Arrangement

In considering the recommendation of the Special Committee and the Board with respect to the Arrangement, Shareholders should be aware that certain directors and executive officers of the Company have interests in connection with the transactions contemplated by the Arrangement or may receive benefits in connection therewith that may differ from, or be in addition to, the interests of Shareholders generally, and which may create actual or potential conflicts of interest in connection with such transactions as described below. Other than the interests and benefits described below, or as described in “Certain Canadian Legal Matters – Collateral Benefits” and “Information Concerning the Company – Ownership of Securities of the Company”, none of the directors or executive officers of the Company or, to the knowledge of the directors and executive officers of the Company, any of their respective associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon in connection with the Arrangement or that would materially affect the Arrangement. The Board and Special Committee were aware of these interests and considered them along with other matters described herein when recommending approval of the Arrangement by Shareholders.

Rolling Shareholders

The Rolling Shareholders have entered into the Rollover Agreements with the Purchaser and its affiliate(s) pursuant to which the Rollover Shares held by the Rolling Shareholders will be exchanged for the consideration payable to the Rolling Shareholder in accordance with the terms of their Rollover Agreement. Rolling Shareholders will receive for their Rollover Shares either Purchaser Shares (each at an implied value of $6.05 per Share) or a mix of Purchaser Shares and cash at an aggregate implied value of $6.05 per Share, in accordance with the applicable Rollover Agreement. Upon completion of the Arrangement, the Rolling Shareholders will be minority shareholders of affiliates of the Purchaser. See “Key Agreements Relating to the Arrangement – Rollover Agreements”. In addition, each Rolling Shareholder will receive a cash payment (without interest) from the Company equal to the consideration payable under the Arrangement in respect of each Option (net of the applicable exercise price), DSU, PSU and RSU held by such Rolling Shareholder, subject to applicable withholdings, as applicable.

Both the Initial Sumeru Proposal and Updated Sumeru Proposal contemplated Mr. Darrell Heaps rolling a minimum of 85% of his Shares and Ten Coves Capital, at its option, rolling up to 100% of its Shares, in each case into an affiliate of Sumeru. Both the Initial Sumeru Proposal and Updated Sumeru Proposal also indicated a willingness to accommodate the rollover interests of Mr. Neil Murdoch and Mr. Beven Gray. The Initial Sumeru Proposal noted the importance of Mr. Heaps’ participation on a rollover basis to align interests and create an opportunity to drive additional value over the long term. Mr. Heaps is the Founder, President and Chief Executive Officer of the Company and has been leading the business since its formation.

Since the Company’s initial public offering, the Ten Coves Entities have collectively represented the Company’s largest Shareholder, and the Arrangement would likely not have been capable of completion without the support of the Ten Coves Entities. In September and October of 2023, Ten Coves Capital and Sumeru sought to resolve certain commercial differences

regarding governance matters and proposed leverage on the Company contained in the Initial Sumeru Proposal. During these discussions, the Purchaser and Ten Coves Capital resolved their differences regarding leverage and governance matters to their mutual satisfaction. In addition to resolving these matters, the Ten Coves Entities expressed interest in investing additional equity capital in the Purchaser in connection with the Closing, in addition to the rollover of all of their Shares, which the Purchaser indicated could be accommodated, subject to certain conditions.

Mr. Murdoch is a longstanding Shareholder and a Director. His involvement with early-stage technology issuers and, Q4, in particular, resulted in the Purchaser requesting his continued involvement as a Rolling Shareholder. The Company has been advised that Mr. Murdoch will continue to serve on the Board of Q4 as a nominee of the Rolling Shareholders following completion of the Arrangement.

Mr. Gray has been a longstanding Shareholder of the Company, having provided initial seed funding following the formation of the Company. Mr. Gray has continued to be a supportive investor in the business. At the time of the Company’s initial public offering, Mr. Gray indicated his preference to Mr. Heaps that he would be interested in remaining a shareholder of the business should the Company ever undertake a going private transaction. From time to time, discussions have continued between Mr. Gray and Mr. Heaps regarding Mr. Gray’s willingness to continue as a supportive investor in the business on a long-term basis, including the possibility of Mr. Gray being permitted to roll his equity interest should the Company undertake a going private transaction. As part of his discussions regarding a Voting Support Agreement, Mr. Gray was offered the opportunity to participate in the Arrangement as a Rolling Shareholder.

Change of Control Benefits

There are no change of control benefits payable upon the closing of the Arrangement under any employment, consulting or any other agreements between the Company and any of its directors or officers, other than to Darrell Heaps, Warren Faleiro, Donna de Winter, Kenneth Szeto and Dorothy Arturi.

The following description provides details regarding the estimated change of control benefits payable from the Company to the aforementioned officers pursuant to the terms of their respective executive employment agreements, assuming a change of control occurs at the Effective Time.

Darrell Heaps, President and Chief Executive Officer

If Mr. Heaps’ employment is terminated by the Company without cause or by him with good reason within 12 months following a change in control, then he shall receive:

(a) a termination bonus equal to the average of the two most recent bonus payments paid to him by the Company, multiplied by 1.5 and paid in 18 equal installments in accordance with the Company’s usual payroll practices; provided, that : (x) if he has received only one bonus payment as of the termination date, the termination bonus will equal the same amount as the bonus he has actually received; and (y) if he has not received any bonus payments as of the termination date, he will receive a termination bonus equal to his target bonus; and
(b) accelerated vesting of all outstanding awards that have been granted to him under the Omnibus Plan as of the termination date.

Warren Faleiro, Chief Technology Officer

If Mr. Faleiro’s employment is terminated by the Company without cause or by him with good reason within 12 months following a change in control, then he shall receive:

(a) a termination bonus equal to the average of the two most recent bonus payments paid to him by the Company, paid in 12 equal installments in accordance with the Company’s usual payroll practices; provided, that : (x) if he has received only one bonus payment as of the termination date, the termination bonus will equal the same amount as the bonus he has actually received; and (y) if he has not received any bonus payments as of the termination date, he will receive a termination bonus equal to his target bonus; and
(b) accelerated vesting of all outstanding awards that have been granted to him under the Omnibus Plan as of the termination date.

Donna de Winter, Chief Financial Officer

If Ms. de Winter’s employment is terminated by the Company without cause or by her with good reason within 12 months following a change in control, then she shall receive:

(a) a termination bonus equal to the average of the two most recent bonus payments paid to her by the Company, paid in 12 equal installments in accordance with the Company’s usual payroll practices; provided, that : (x) if she has received only one bonus payment as of the termination date, the termination bonus will equal the same amount as the bonus she has actually received; and (y) if she has not received any bonus payments as of the termination date, she will receive a termination bonus equal to her target bonus; and
(b) accelerated vesting of all outstanding awards that have been granted to her under the Omnibus Plan as of the termination date.

Kenneth Szeto, General Counsel and Corporate Secretary

If Mr. Szeto’s employment is terminated by the Company without cause or by him with good reason within 12 months following a change in control, then he shall receive:

(a) a termination bonus equal to the average of the two most recent bonus payments paid to him by the Company, paid in 12 equal installments in accordance with the Company’s usual payroll practices; provided, that : (x) if he has received only one bonus payment as of the termination date, the termination bonus will equal the same amount as the bonus he has actually received; and (y) if he has not received any bonus payments as of the termination date, he will receive a termination bonus equal to his target bonus; and
(b) accelerated vesting of all outstanding awards that have been granted to him under the Omnibus Plan as of the termination date.

Dorothy Arturi, Chief People Officer

If Ms. Arturi’s employment is terminated by the Company without cause or by her with good reason within 12 months following a change in control, then she shall receive:

(a) a termination bonus equal to the average of the two most recent bonus payments paid to her by the Company, paid in 12 equal installments in accordance with the Company’s usual payroll practices; provided, that : (x) if she has received only one bonus payment as of the termination date, the termination bonus will equal the same amount as the bonus she has actually received; and (y) if she has not received any bonus payments as of the termination date, she will receive a termination bonus equal to her target bonus; and
(b) accelerated vesting of all outstanding awards that have been granted to her under the Omnibus Plan as of the termination date.

Special Committee Fees

In connection with the discharge of the mandate of the Special Committee in relation to the transactions contemplated by the Arrangement Agreement, Mses. Julie Silcock (Chair) and Colleen Johnston will be paid an aggregate fee of US$11,075 and US$5,537, respectively, for their service on the Special Committee.

Insurance and Indemnification

The Arrangement Agreement provides that, prior to the Effective Date, the Company shall purchase customary six-year “tail” or “run off” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate than the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date (with such differences as are customary to reflect the fact that the Purchaser is not a publicly traded company) and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and the Purchaser will, or will cause the Company and its Subsidiaries to maintain such tail policies (or substitutes) in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that the cost of such policies shall not exceed 300% of the current annual premium for the Company directors and officers insurance.

The Purchaser has also agreed to, from and after the Effective Time, honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of the Company and its Subsidiaries and has acknowledged that such rights shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Effective Date.

Expenses of the Arrangement

The Company estimates that expenses in the aggregate amount of approximately $7.5 million will be incurred by it in connection with the Arrangement and related matters, including, without limitation, legal, financial advisory and accounting fees, the cost of preparing, printing and mailing this Circular and other related documents, costs with respect to the Meeting, stock exchange and regulatory filing fees and fees in respect of the Stifel Formal Valuation and Fairness Opinion and the Raymond James Fairness Opinion.

Key Approvals

Required Shareholder Approval

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, the Arrangement Resolution and any other related matters at the Meeting. The Arrangement Resolution must be approved by the affirmative vote of (i) at least 66⅔% of the votes cast by Shareholders voting together as a single class; and (ii) a simple majority of the votes cast by Shareholders voting together as a single class, excluding those votes attached to the Shares beneficially owned, or over which control or direction is exercised by, the Rolling Shareholders, and any other votes required to be excluded pursuant to MI 61-101, in each case present virtually or represented by proxy at the Meeting.

The full text of the Arrangement Resolution and Plan of Arrangement are attached to this Circular as Appendices “B” and “D”, respectively.

Court Approval

An arrangement of a company under the OBCA requires sanction by the Court. On December 20, 2023, the Company obtained the Interim Order providing for the calling and holding of the Meeting and other procedural matters. A copy of the Interim Order and the Notice of Application for the Final Order are attached to this Circular as Appendices “G” and “H”, respectively.

If the Arrangement Resolution is approved by Shareholders at the Meeting in the manner required by the Interim Order, the Company will apply to the Court to obtain the Final Order. The hearing in respect of the Final Order is scheduled to take place virtually before the Ontario Superior Court of Justice (Commercial List) located at 330 University Avenue, Toronto, Ontario on January 30, 2024 at 9:30 a.m. (Toronto time), or as soon after such time as counsel may be heard (the “ Hearing Date ”). Any Shareholders wishing to appear in person or to be represented by counsel at the hearing of the motion for the Final Order may do so but must comply with certain procedural requirements described in the Interim Order, including filing a Notice of Appearance with the Court and serving same upon the Company and the Purchaser via their respective counsel as soon as reasonably practicable and, in any event, no less than four days before the Hearing Date.

The Court has broad discretion under the OBCA when making orders with respect to arrangements. The Court, when hearing the application for the Final Order, will consider, among other things, the fairness of the Arrangement to Shareholders. The Court may approve the Arrangement in any manner it may direct and determine appropriate.

If the Final Order is granted and the other conditions contained in the Arrangement Agreement are satisfied or waived to the extent legally permissible, the Articles of Arrangement will be filed with the OBCA Director under the OBCA for issuance of the Certificate of Arrangement giving effect to the Arrangement.

ARRANGEMENT MECHANICS

Depositary Agreement

Prior to the Effective Date, the Company, the Purchaser and the Depositary will enter into a depositary agreement relating to the Arrangement.

Pursuant to the Plan of Arrangement, prior to filing the Articles of Arrangement, the Purchaser is required to provide (i) the Depositary with sufficient funds to be held in escrow to satisfy the aggregate Consideration to be paid to Shareholders and the cash portion of the Rollover Consideration, as provided in the Plan of Arrangement; and (ii) the Company, if required, with sufficient funds to enable the Company to pay the aggregate amount payable by the Company to the holders of Options, DSUs, PSUs and RSUs in exchange for the cancellation of such incentive rights in accordance with the Plan of Arrangement, in the form of a loan to the Company.

The Rollover Consideration payable by the Purchaser to the Rolling Shareholders will be paid pursuant to the Plan of Arrangement and the terms of each Rollover Agreement.

Certificates and Payment

Payment and Issuance of Consideration

Upon surrender to the Depositary for cancellation of a Certificate which immediately prior to the Effective Time represented outstanding Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require (or, if such Shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such Shares on a book-entry account statement, it being understood that any reference in this “Arrangement Mechanics – Certificates and Payment” to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of Shares), the holders holding Shares formerly represented by such surrendered Certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the Consideration which such holder has the right to receive under the Plan of Arrangement for such Shares, without interest, subject to any amounts withheld pursuant to Section 4.4 of the Plan of Arrangement, and in the case of the Rolling Shareholders, the Purchaser shall also deliver to each such Rolling Shareholder, the Rollover Consideration which such holder has the right to receive under the Plan of Arrangement and the applicable Rollover Agreement, and any Certificate so surrendered shall forthwith be cancelled.

On or as soon as practicable after the Effective Date, the Company will deliver, or cause to be delivered, to each holder of Incentive Units as reflected on the register maintained by or on behalf of the Company in respect of Incentive Units, a cheque or cash payment (or process the payment through the Company’s payroll systems or such other means as the Company may elect or as otherwise directed by the Purchaser including with respect to the timing and manner or such delivery) representing the amount, if any, which such holder of Incentive Units has the right to receive under the Plan of Arrangement for such Incentive Units, subject to any amount withheld pursuant to Section 4.4 of the Plan of Arrangement.

Until surrendered as contemplated by Section 4.1 of the Plan of Arrangement, each Certificate that immediately prior to the Effective Time represented Shares, shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Consideration or, if applicable, the Rollover Consideration, which the holder is entitled to receive in lieu of such Certificate as contemplated by Section 4.1 of the Plan of Arrangement, subject to any amounts withheld pursuant to Section 4.4 of the Plan of Arrangement. Any such Certificate formerly representing Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Shares of any kind or nature against or in the Company or the Purchaser. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser or the Company, as applicable, and shall be paid over by the Depositary to the Purchaser or as directed by the Purchaser.

Any payment made by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment thereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Affected Securities pursuant to the Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to Purchaser or the Company, as applicable, for no consideration.

No holder of Affected Securities shall be entitled to receive any Consideration with respect to such Affected Securities other than any cash payment or Rollover Consideration, as the case may be, which such holder is entitled to receive in accordance with Section 2.3 of the Plan of Arrangement and Section 4.1 of the Plan of Arrangement and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

Lost Certificates

In the event any Certificate which immediately prior to the Effective Time represented one or more outstanding Shares that were transferred pursuant to Section 2.3 of the Plan of Arrangement shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and who was listed immediately prior to the Effective Time as the registered holder thereof on the register of holders of Shares maintained by or on behalf of the Company, the Depositary will issue in exchange for such lost, stolen or destroyed Certificate, the Consideration which such holder is entitled to receive for such Shares under the Plan of Arrangement. When authorizing such payment or delivery in exchange for any lost, stolen or destroyed Certificate, the person to whom such cash is to be delivered shall as a condition precedent to the delivery of such cash, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) and shall indemnify the Purchaser and the Company in a manner satisfactory to the Purchaser and the Company, each acting reasonably, against any claim that may be made against the Purchaser and the Company with respect to the certificate alleged to have been lost, stolen or destroyed.

Withholding Rights

Each of the Purchaser, the Company and the Depositary, and their affiliates, as applicable, shall be entitled to deduct and withhold from any consideration payable or deliverable to any Person under the Plan of Arrangement (including any amounts payable pursuant to Section 3.1 of the Plan of Arrangement), such amounts as the Purchaser, the Company or the Depositary, or their affiliates, as applicable, are required to deduct and withhold, or reasonably believe to be required to deduct and withhold, from such amount otherwise payable or deliverable under any provision of any Laws in respect of Taxes. Any such amounts so deducted or withheld from the amount otherwise payable or deliverable pursuant to the Plan of Arrangement shall be treated for all purposes under the Plan of Arrangement as having been paid to the Person in respect of which such deduction or withholding was made, provided that such amounts were actually remitted to the applicable Governmental Entity. Any such remittance shall occur as required by applicable Law.

No Liens

Any exchange or transfer of securities pursuant to the Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Paramountcy

From and after the Effective Time: (a) the Plan of Arrangement shall take precedence and priority over any and all Affected Securities issued or outstanding prior to the Effective Time, (b) the rights and obligations of the Affected Securityholders, the Company, the Purchaser, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in the Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Affected Securities shall be deemed to have been settled, compromised, released and determined without liability except as set forth in the Plan of Arrangement.

Non-Registered Holders

Non-Registered Holders whose Shares are registered in the name of an Intermediary should follow the instructions of their Intermediary or contact their Intermediary for assistance. It is recommended that Non-Registered Holders who have questions regarding depositing Shares or receiving the Consideration contact their Intermediary as soon as possible. If you hold your Shares through an Intermediary you should carefully follow the instructions of such Intermediary.

Letter of Transmittal for Registered Shareholders

Only registered Shareholders should submit a Letter of Transmittal. If you are a Non-Registered Holder holding your Shares through an Intermediary, see “ – Non-Registered Holders ” above.

Enclosed with this Circular is a form of Letter of Transmittal which, when properly completed and duly executed and returned to the Depositary together with all Certificate(s) representing the Shares, other than Rollover Shares held by a Rolling Shareholder or Shares held by a Dissenting Shareholder, and such additional documents and instruments as the Depositary may reasonably require, will enable each registered Shareholder, other than a Rolling Shareholder in respect of Rollover Shares or a Dissenting Shareholder, to obtain the Consideration that such holder is entitled to receive under the Arrangement, less any amounts required to be withheld. The form of Letter of Transmittal is also available on SEDAR+ at www.sedarplus.ca.

The form of Letter of Transmittal contains instructions on how to exchange Certificate(s) representing Shares held by a registered Shareholder, other than a Rolling Shareholder in respect of Rollover Shares or a Dissenting Shareholder, for the Consideration under the Arrangement. A Shareholder, other than a Rolling Shareholder in respect of Rollover Shares or a Dissenting Shareholder will not receive the Consideration under the Arrangement until after the Arrangement is completed, provided that such Shareholder has returned properly completed documents, including the Letter of Transmittal, and the Certificate(s) representing such Shareholder’s Shares, if applicable, to the Depositary.

Only registered Shareholders, other than Rolling Shareholders in respect of Rollover Shares or Dissenting Shareholders, are required to submit a Letter of Transmittal. If you have any questions or require further information about the procedures to complete your Letter of Transmittal, please contact Computershare Investor Services Inc., the Depositary, at 1-800-564-6253 (toll-free within North America) or +1 514-982-7555 (calls outside North America), or by email [email protected].

In accordance with the Plan of Arrangement, until surrendered as contemplated by Section 4.1 of the Plan of Arrangement, each Certificate that immediately prior to the Effective Time represented Shares (other than the Rollover Shares) shall be deemed after the Effective Time to represent only the right to receive the Consideration to which the holder of such Shares (other than a Rollover Share) is entitled to in accordance with the Plan of Arrangement, less any amounts withheld pursuant to the Plan of Arrangement. Any such Certificate formerly representing Shares not duly surrendered on or before the sixth anniversary of the Effective Date will cease to represent a claim by or interest of any former Shareholder of any kind or nature against or in the Company or the Purchaser. On such date, all cash to which such former holder was entitled will be deemed to have been surrendered to the Purchaser or the Company, as applicable, and will be paid over by the Depositary to the Purchaser or as directed by the Purchaser.

The Company reserves the right, if it so elects, in its absolute discretion, to instruct the Depositary to waive or not to waive any and all defects or irregularities in any Letter of Transmittal or other document and any such waiver or non-waiver will be binding upon the affected Shareholders. The granting of a waiver to one or more Shareholders does not constitute a waiver for any other Shareholders. The Company and the Purchaser reserve the right to demand strict compliance with the terms of the Letter of Transmittal and the Arrangement. The method used to deliver the Letter of Transmittal and any accompanying Certificates representing the Shares is at the option and risk of the holder surrendering them, and delivery will be deemed effective only when such documents are actually received by the Depositary. The Company recommends that the necessary documentation be hand delivered to the Depositary at the address set out on the back of the Letter of Transmittal, and a receipt obtained; otherwise the use of registered mail or courier with return receipt requested, and with proper insurance obtained, is recommended.

Holders of Incentive Units need not complete any documentation to receive the consideration owed to them under the Arrangement in respect of their Incentive Units.

Currency Election

Any Non-Registered Holder entitled to receive a cash payment under the Arrangement will receive the cash payment in Canadian dollars, unless the Non-Registered Holder contacts the Intermediary through which such Non-Registered Holder’s Shares are held and requests that the Intermediary make an election on such Non-Registered Holder’s behalf to use the Depositary’s currency exchange services to convert the cash payment into United States dollars, as described below.

Any registered Shareholder entitled to receive a cash payment under the Arrangement will receive the cash payment in Canadian dollars, unless such registered Shareholder exercises the applicable election in the Letter of Transmittal to use the Depositary’s currency exchange services to convert the cash payment into United States dollars, as described below.

KEY AGREEMENTS RELATING TO THE ARRANGEMENT

Arrangement Agreement

The Arrangement will be carried out pursuant to the Arrangement Agreement and the Plan of Arrangement. The following is a summary of the principal terms of the Arrangement Agreement and Plan of Arrangement. This summary does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement, which is incorporated by reference herein and a copy of which has been filed by the Company on SEDAR+ at www.sedarplus.ca, and to the Plan of Arrangement, which is appended hereto as Appendix “C”. Upon request, the Company will promptly provide a copy of the Arrangement Agreement free of charge to a Shareholder.

Conditions to the Arrangement Becoming Effective

Mutual Conditions Precedent

The Purchaser and the Company are not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions may only be waived, in whole or in part, by the mutual consent of the Purchaser and the Company:

Arrangement Resolution. The Arrangement Resolution has been approved and adopted by the Shareholders at the Meeting in accordance with the Interim Order.
Interim Order and Final Order. The Interim Order and the Final Order have each been obtained on terms consistent with the Arrangement Agreement and have not been set aside or modified in a manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise.
Illegality. No Law is in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser from consummating the Arrangement.
Required Rollover Agreements. Each of the Required Rollover Agreements is, and has been since the date of execution thereof, in full force and effect and enforceable against the parties thereof.

Additional Conditions Precedent to the Obligations of the Purchaser

The Purchaser is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Purchaser and may only be waived, in whole or in part, by the Purchaser in its sole discretion:

Representations and Warranties. The representations and warranties of the Company set forth (i) in Paragraphs (2) [ Corporate Authorization ], (3) [ Execution and Binding Obligation ], (6) [ Capitalization ], (35) [ Opinion and Valuation ] and the first sentence of Paragraph (1) [ Organization and Qualification ] of Schedule C to the Arrangement Agreement are true and correct in all respects (except for de minimis inaccuracies) as of the date of the Arrangement Agreement and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date) (it being understood that any qualifications by any of the terms “material”, “Material Adverse Effect” or other concepts of materiality in such representations and warranties shall be disregarded), and (ii) the other representations and warranties of the Company set forth in the Arrangement Agreement are true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), except in the case of clause (ii) to the extent that the failure or failures of such representations and warranties to be so true and correct (and, for this purpose, determined without regard to any qualification by any of the terms “material”, “Material Adverse Effect” or other concepts of materiality in such representations and warranties), has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and the Company has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date.
Performance of Covenants. The Company has fulfilled or complied in all material respects with each of the covenants of the Company contained in the Arrangement Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and the Company has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Company (in each case without personal liability) addressed to the Purchaser. and dated the Effective Date.

Limited Liability Company Agreement. The Purchaser shall have received duly executed signature pages from each of the Rolling Shareholders listed in Section 1.1(b) of the Company Disclosure Letter to the limited liability company agreement of TopCo substantially in the form attached to the Rollover Agreements.
Material Adverse Effect. Since the date of the Arrangement Agreement, there shall not have occurred a Material Adverse Effect, and the Company has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date.
Dissent Rights. Shareholders shall not have exercised their Dissent Rights in connection with the Arrangement with respect to more than 10% of the outstanding Shares.

Additional Conditions Precedent to the Obligations of the Company

The Company is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion:

Representations and Warranties. The representations and warranties of the Purchaser set forth in the Arrangement Agreement which are qualified by references to materiality are true and correct as of the date of the Arrangement Agreement and as of the Effective Time in all respects (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date) and all other representations and warranties of the Purchaser set forth in the Arrangement Agreement are true and correct as of the date of the Arrangement Agreement and as of the Effective Time in all material respects (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), except, in each case, to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, has not prevented or materially impeded and would not be reasonably expected to prevent, materially impede or delay the ability of the Purchaser to consummate the Arrangement and the transactions contemplated by the Arrangement Agreement; and the Purchaser has delivered a certificate confirming same to the Company, executed by two of its senior officers (in each case without personal liability) addressed to the Company and dated the Effective Date.
Performance of Covenants . The Purchaser has fulfilled or complied in all material respects with each of the covenants of the Purchaser contained in the Arrangement Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and the Purchaser has delivered a certificate confirming same to the Company, executed by two of its senior officers (in each case without personal liability) addressed to the Company and dated the Effective Date.
Deposit of Funds. The Purchaser shall have complied in all respects with its obligations under Section 2.8 of the Arrangement Agreement and the Depositary shall have confirmed to the Company in writing the receipt of the funds contemplated by Section 2.8 thereof.

Satisfaction of Conditions

The conditions precedent set out above will be conclusively deemed to have been satisfied, waived or released when the Certificate of Arrangement is issued by the OBCA Director. Notwithstanding the terms of any escrow agreement entered into between the Purchaser and the Depositary, all funds held in escrow by the Depositary pursuant to Section 2.8 of the Arrangement Agreement will be deemed to be released from escrow when the Certificate of Arrangement is issued by the OBCA Director.

Representations and Warranties

The Arrangement Agreement contains customary representations and warranties made by the Company and the Purchaser. The assertions embodied in those representations and warranties are solely for the purposes of the Arrangement Agreement. Certain representations and warranties may not be accurate or complete as of any specified date because they are qualified by certain disclosure provided by the Company to the Purchaser or are subject to a standard of materiality or are qualified by a reference to Material Adverse Effect. Moreover, some of the representations and warranties contained in the Arrangement Agreement may have been used for the purpose of allocating risk between the Company and the Purchaser. Therefore, Shareholders should not rely on the representations and warranties as statements of factual information.

The Arrangement Agreement contains customary representations and warranties of the Company relating to organization and qualification, corporate authorization, execution and binding obligation, governmental authorization, non-contravention, capitalization, shareholders’ and similar agreements, subsidiaries, securities law matters, financial statements, minute books, no undisclosed liabilities, no “collateral benefit”, absence of certain changes or events, related party transactions, compliance with law, authorizations and licenses, material contracts, personal property, real property, intellectual property, business systems, litigation, environmental matters, employees, collective agreements, employee plans, insurance, taxes, sanctions, corrupt practices legislation, trade control laws, data protection laws, indemnification, opinion and valuation, brokers and Board and Special Committee approval.

In addition, the Arrangement Agreement also contains customary representations and warranties of the Purchaser including with respect to organization and qualification, corporate authorization, execution and binding obligation, governmental authorization, non-contravention, litigation, security ownership, Investment Canada Act, financing, brokers, and taxable Canadian corporation status.

Covenants

The Arrangement Agreement also contains customary negative and affirmative covenants of the Company.

Conduct of Business of the Company

In the Arrangement Agreement, the Company has covenanted and agreed that, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as expressly required or expressly permitted by the Arrangement Agreement; (iii) as required by Law; (iv) to comply with any quarantine, “shelter in place”, “stay at home”, workforce reduction, social or physical distancing, shut down, closure, sequester or any other Law or guidelines or recommendations issued by a Governmental Entity or as reasonably considered prudent by the Company to adequately protect the health and safety of its and any of its Subsidiaries’ employees, customers or suppliers in connection with or in response to COVID-19 or any variants/mutations thereof (so long as (A) such actions (or omissions) are consistent with the Company’s and its Subsidiaries’ actions (or omissions) taken prior to the date of the Arrangement Agreement in response to COVID-19 and (B) the Company provides at least five days’ advance written notice to the Purchaser and considers the Purchaser’s reasonable suggestions in connection therewith); or (v) as contemplated by the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the Ordinary Course, and the Company shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ business organization, assets, properties, employees, goodwill and business relationships it currently maintains with customers, suppliers, partners and other Persons with which the Company or any of its Subsidiaries has business relations; and keep the Purchaser reasonably informed as to material decisions or actions made or required to be made with respect to, and material developments relating to, the operation of their businesses.
Without limiting the generality of subsection (1), the Company has covenanted and agreed that, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as expressly required or expressly permitted by the Arrangement Agreement; (iii) as required by Law; or (iv) as set forth on Section 4.1(2) of the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:
(a) amend its articles of incorporation, by-laws or, in the case of any Subsidiary which is not a corporation, its similar organizational documents;
(b) split, combine or reclassify any shares or other equity interests of the Company or of any Subsidiary;
(c) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of capital stock or other equity interests of the Company or any of its Subsidiaries, except for:
- (i) the acquisition of shares of capital stock of any wholly-owned Subsidiary of the Company by the Company or by any other wholly-owned Subsidiary of the Company; or

(ii) pursuant to the cashless exercise of Options or the forfeiture or withholding of Taxes with respect to Options, DSUs, PSUs or RSUs;
(d) issue, grant, deliver, sell, pledge or otherwise encumber (other than Permitted Liens), or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of (other than Permitted Liens), any shares of capital stock or other equity, equity-based or phantom equity interests or any options, stock appreciation rights, units, warrants or similar rights exercisable or exchangeable for or convertible into such capital stock, of the Company or any of its Subsidiaries, except for:
(i) the issuance of Shares issuable upon the exercise of the currently outstanding Options or settlement of the currently outstanding DSUs, PSUs or RSUs;
(ii) the issuance of any shares of capital stock of any wholly-owned Subsidiary of the Company to the Company or any other wholly-owned Subsidiary of the Company; or
(iii) the issuance of Shares in the Ordinary Course under the Employee Plans or as required pursuant to obligations under the Employee Plans;
(e) other than in the Ordinary Course, acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, any assets, securities, properties, interests or businesses having a cost, on a per transaction basis, in excess of US$50,000 and subject to a maximum of US$100,000 for all such transactions;
(f) sell, lease or otherwise transfer, dispose of or encumber, directly or indirectly, in one transaction or in a series of related transactions, any of the Company’s or its Subsidiaries assets which have a value greater than US$100,000 in the aggregate;
(g) reorganize, amalgamate or merge the Company, or any Subsidiary of the Company;
(h) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company or any of its Subsidiaries;
(i) make, change or rescind any Tax election or designation, amend any material Tax Return, request, receive or enter into any closing agreement, sharing agreement, indemnification agreement or advance pricing agreement, in respect of Taxes, settle, compromise, or consent to any extension or waiver of the limitation period applicable to any material Tax claim, assessment, reassessment or liability, surrender any right to claim a material Tax refund, credit, exemption, abatement, reduction or deduction or change any of its methods of reporting income, deductions or accounting for income Tax purposes, except in each case in the Ordinary Course;
(j) create, incur, assume or otherwise become liable, in one transaction or in a series of related transactions, with respect to any indebtedness for borrowed money or guarantees thereof in an amount, on a per transaction or series of related transactions basis, in excess of US$100,000 other than
(i) indebtedness owing by one wholly-owned Subsidiary of the Company to the Company or another wholly-owned Subsidiary of the Company or by the Company to another wholly-owned Subsidiary of the Company,
(ii) in connection with advances under the Company’s or any Subsidiary’s existing revolving credit facilities in the Ordinary Course that will be repaid in full at or prior to the Closing, or
(iii) indebtedness entered into in connection with the Arrangement Agreement;
(k) make any material change in the Company’s accounting principles, except as required by concurrent changes in IFRS;
(l) except as required by the existing terms of any Employee Plan or Contract in effect as of the date of the Arrangement Agreement (excluding, for the avoidance of doubt, the issuance of Shares in the Ordinary Course), grant any increase in, or take any action to accelerate the payment, vesting or funding of, any compensation or benefits, including, without limitation, the rate of wages, salaries and/or bonuses of, or grant

any severance or termination pay to, any current or former Employees or any current or former independent contractors, directors or other service providers of the Company and its Subsidiaries;

(m) grant or enter into any Contract with respect to change of control, severance, retention or termination payments with Employees or any current or former independent contractors, directors or other service providers of the Company and its Subsidiaries, or grant any increase of benefits payable under the Company’s and its Subsidiaries’ current change of control, severance, retention or termination pay arrangements, plans, policies or Contracts, other than as required by the existing terms of any Employee Plan or Contract in effect as of the date of the Arrangement Agreement with respect to termination of Employees in the Ordinary Course;
(n) adopt any new Employee Plan or material amendment or modification of an existing Employee Plan;
(o) commence, waive, release, assign, settle or compromise any litigation, proceedings or governmental investigations which
(i) requires payment in excess of an amount of US$25,000 individually or US$50,000 in the aggregate, unless such amount is fully covered by an insurance policy of the Company (less the applicable deductible),
(ii) imposes any obligations other than the payment of money, a release of claims, confidentiality or other obligations customarily included in monetary settlements or restrictions on the operations of the Company or its Subsidiaries, or
(iii) which would reasonably be expected to impede, prevent or delay the consummation of the transactions contemplated by the Arrangement Agreement;
(p) other than in the Ordinary Course, amend or modify in any material respect or terminate or waive any material right under any Material Contract or enter into any Material Contract, except for any Contract for the sale or procurement of goods or services entered into on arm’s length terms with a customer or supplier of the Company or any Subsidiary;
(q) except as contemplated in Section 4.10 of the Arrangement Agreement, amend, modify, terminate, cancel or let lapse any material insurance (or re-insurance) policy providing insurance coverage to the Company or any Subsidiary in effect on the date of the Arrangement Agreement, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies for substantially similar premiums are in full force and effect;
(r) abandon or fail to diligently pursue any application for any material Authorizations, leases, permits or registrations or take any action, or fail to take any action, that could lead to the termination of any material Authorizations, leases or registrations;
(s) recognize or certify any labour union, labour organization, works council, or group of employees as the bargaining representative for any Employees;
(t) enter into any agreement or arrangement that would limit or restrict in any respect the Company and any of its Subsidiaries from competing or carrying on any business in any manner;
(u) hire, engage, terminate (without cause), furlough, or temporarily layoff any Employee or independent contractor with annual base compensation in excess of US$200,000;
(v) waive or release any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of any Employee, former employee or current or former independent contractor;
(w) make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person;

(x) make any capital expenditure or commitment to do so which individually or in the aggregate exceeds US$100,000, other than in accordance with the capital expenditure budget approved by the Board and disclosed to the Purchaser prior to the date of the Arrangement Agreement;
(y) abandon, dedicate to the public, convey title to or grant licenses under (other than in the Ordinary Course) any material Intellectual Property owned by the Company or any of its Subsidiaries;
(z) grant or commit to grant an exclusive licence or sell, assign, abandon, allow to lapse, or otherwise transfer any Intellectual Property or exclusive rights in or in respect thereto that is material to the Company and its Subsidiaries taken as a whole, other than in the Ordinary Course or to wholly-owned Subsidiaries;
(aa) create, incur, assume or guarantee any Lien (other than Permitted Liens); or
(bb) authorize, agree or resolve to do any of the foregoing.

Nothing contained in the Arrangement Agreement will give the Purchaser, directly or indirectly, the right to direct or control the Company’s business and operations prior to the Effective Date. Prior to the Effective Date, the Company will exercise, consistent with the terms of the Arrangement Agreement, complete control and supervision over its business and operations. Nothing in the Arrangement Agreement, including any of the restrictions set forth herein, will be interpreted in such a way as to place any Party in violation of applicable Law.

Covenants of the Company Relating to the Arrangement

Subject to Section 4.5 of the Arrangement Agreement (which shall govern in relation to the Financing), the Company has agreed to perform, and has agreed to cause its Subsidiaries to perform, all obligations required to be performed by the Company or any of its Subsidiaries under the Arrangement Agreement, co-operate with the Purchaser in connection therewith, and do all such other acts and things as may be necessary or desirable in order to, subject to the terms and conditions set out in the Arrangement Agreement, consummate and make effective, as soon as reasonably practicable, the transactions contemplated by the Arrangement Agreement and, without limiting the generality of the foregoing, the Company has agreed to and, where appropriate, has agreed to cause each of its Subsidiaries to:
(a) use all commercially reasonable efforts to satisfy all conditions precedent in the Arrangement Agreement and take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to the Arrangement Agreement or the Arrangement;
(b) following the Go-Shop Expiry Time, use all commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are
- (i) necessary to be obtained under the Material Contracts in connection with the Arrangement or
- (ii) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incurring any liability or obligation without the prior written consent of the Purchaser;
(c) following the Go-Shop Expiry Time, use all commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Company and its Subsidiaries relating to the Arrangement;
(d) use all commercially reasonable efforts to, upon reasonable consultation with the Purchaser, oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or the Arrangement Agreement;
(e) use commercially reasonable efforts to assist the Purchaser in obtaining the resignations and mutual releases (in a form satisfactory to the Purchaser, acting reasonably) of each member of the Board and each member

of the board of directors of the Subsidiaries, and causing them to be replaced by Persons designated or nominated by the Purchaser effective as of the Effective Time; and

(f) not take any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by the Arrangement Agreement.
The Company has agreed to promptly notify the Purchaser in writing of:
(a) any Material Adverse Effect;
(b) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the Arrangement Agreement or the Arrangement;
(c) unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with the Arrangement Agreement or the Arrangement (and the Company has agreed to contemporaneously provide a copy of any such written notice or communication to the Purchaser); or
(d) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Company or any of its Subsidiaries or that relate to the Arrangement Agreement or the Arrangement.

Covenants of the Purchaser Relating to the Arrangement

Subject to Section 4.5 of the Arrangement Agreement (which shall govern in relation to the Financing), the Purchaser has agreed to perform all obligations required to be performed by it under the Arrangement Agreement, co-operate with the Company in connection therewith, and do all such other acts and things as may be necessary or desirable in order to, subject to the terms and conditions set out in the Arrangement Agreement, consummate and make effective, as soon as reasonably practicable, the transactions contemplated by the Arrangement Agreement and, without limiting the generality of the foregoing, the Purchaser has agreed to, and has agreed to cause each of its affiliates to:
(a) use all commercially reasonable efforts to satisfy all conditions precedent in the Arrangement Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to the Arrangement Agreement or the Arrangement;
(b) use all commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are necessary to be obtained under the Material Contracts in connection with the Arrangement, on terms that are reasonably satisfactory to the Purchaser, and without committing itself or the Company to pay any consideration or to incur any liability or obligation that is not conditioned on consummation of the Arrangement;
(c) use all commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(d) not, without the prior written consent of the Company, amend, supplement, alter or otherwise modify any Rollover Agreement or waive any provision thereof or enter into any agreement, arrangement or understanding in respect of the subject matter thereof in a manner that would reasonably be expected to
- (i) prevent or delay consummation of the Arrangement or the transactions contemplated by the Arrangement Agreement or any other matters or actions necessary for the consummation of such transactions; or
- (ii) affect the consideration payable, including the amount or form thereof, directly or indirectly, to the Rolling Shareholders, other than as contemplated under, or pursuant to, Section 5.5 of the Arrangement Agreement;
(e) use all commercially reasonable efforts, upon reasonable consultation with the Company, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any

proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or the Arrangement Agreement; and

(f) not take any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by the Arrangement Agreement.
The Purchaser has agreed to promptly notify the Company in writing of any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Purchaser that relate to the Arrangement Agreement or the Arrangement.

Purchaser Financing

The Purchaser may, from and after the date of the Arrangement Agreement, seek to obtain up to US$30,000,000 in term loan debt financing for the purpose of financing a portion of the transactions contemplated by the Arrangement Agreement and the Plan of Arrangement (such financing, the “ Debt Financing ”, and together with the Equity Financing, the “ Financing ”) from one or more Financing Sources pursuant to one or more commitment letters or definitive documentation in respect thereof (any such letter or definitive documentation, as applicable, a “ Debt Commitment Letter ”, and together with the Equity Commitment Letter, the “ Financing Commitments ”). For purposes of the Arrangement Agreement, references to “Financing” shall only include any Debt Financing to the extent that such Debt Financing has been obtained by the Purchaser in accordance with the Arrangement Agreement pursuant to a Debt Commitment Letter and references to “Financing Commitments” shall only include a Debt Commitment Letter to the extent that the Purchaser has entered into such Debt Commitment Letter.
The Purchaser has agreed to, and has agreed to cause its affiliates to, use reasonable best efforts to take or cause to be taken all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the proceeds of the Financing on the terms and conditions described in the Financing Commitments by no later than the date specified in Section 2.8 of the Arrangement Agreement, and shall not permit, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), any amendment or modification to be made to, or any waiver or release of any provision or remedy to be made under, the Financing Commitments or any definitive agreement or documentation in connection therewith (including any fee letter) if such amendment, modification, waiver or release would (i) reduce the aggregate amount of the Financing, (ii) impose new or additional conditions precedent to the availability of the Financing or (iii) otherwise be reasonably expected to impair, prevent or materially delay the consummation of the Financing or the consummation of the transactions contemplated by the Arrangement Agreement or adversely impact the ability of the Purchaser to enforce its rights against the other parties to the Financing Commitments or any definitive agreements or documentation with respect thereto. For certainty, in no event will the arranging of Debt Financing reduce the obligations under the Equity Commitment Letter, except to the extent set forth in the Equity Commitment Letter or to the extent agreed in writing by the Company. For the purposes of the Arrangement Agreement, references to “Debt Financing” and “Financing” include the financing contemplated by the Financing Commitments as permitted to be amended or modified by Section 4.5 of the Arrangement Agreement (including any alternative financing in accordance therewith).
The Purchaser has agreed to, and has agreed to cause each its affiliates to, use reasonable best efforts to: (i) maintain in effect the Financing Commitments until the transactions contemplated by the Arrangement Agreement are consummated; (ii) satisfy, on a timely basis, all conditions, covenants, terms, representations and warranties in the Financing Commitments (and any definitive documentation related thereto) at or prior to the Closing and otherwise comply with its obligations thereunder; (iii) enter into definitive agreements and documentation with respect to the Financing as soon as reasonably practicable but in any event prior to the Closing, on the terms and conditions (including the flex provisions contained in any fee letter in respect of any Debt Financing) contemplated by the Financing Commitments; (iv) consummate the Financing on or prior to the date specified in Section 2.8 of the Arrangement Agreement and in any event prior to the Closing; (v) enforce its rights under the Financing Commitments (and any definitive documentation related thereto); and (vi) cause the lenders or investors, as the case may be, to fund by no later than the date specified in Section 2.8 of the Arrangement Agreement and in any event prior to the Closing the Financing contemplated to be funded on the date specified in Section 2.8 of the Arrangement Agreement by the Financing Commitments (or such lesser amount as may be required to consummate the Arrangement and the other transactions contemplated in the Arrangement Agreement). The Purchaser will deliver to the Company true, correct and complete copies of any executed definitive agreements and documentation entered into in connection with the Financing promptly when available.

If any portion of the Financing becomes unavailable or could reasonably be expected to become unavailable in the manner or from the sources contemplated in the Financing Commitments (including the flex provisions contained in any fee letter in respect of any Debt Financing), the Purchaser has agreed, and has agreed to cause its affiliates to, use reasonable best efforts to arrange and obtain, as promptly as practicable, alternative financing from alternative sources in an amount sufficient to consummate the transactions contemplated by the Arrangement Agreement and the Plan of Arrangement on a basis that is not subject to any new or additional conditions precedent not contained in the Financing Commitments and otherwise on terms and conditions (including flex provisions contained in any fee letter in respect of any Debt Financing) not materially less favourable from the perspective of the Company and the Purchaser taken as a whole than the terms and conditions contained in the Financing Commitments and deliver to the Company true, correct and complete copies of such alternative commitments when available.
The Purchaser has agreed that other than in connection with and as contemplated in the Arrangement Agreement, neither the Purchaser nor any of its affiliates will, without the prior written consent of the Company, take any action or enter into any transaction, including any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing, that would reasonably be expected to prevent or materially impair or delay the consummation of the Arrangement or the Purchaser obtaining any of the financings contemplated by Section 4.5 of the Arrangement Agreement.
The Purchaser has acknowledged and agreed that the Purchaser obtaining financing is not a condition to any of its obligations under the Arrangement Agreement, regardless of the reasons why financing is not obtained or whether such reasons are within or beyond the control of the Purchaser. For the avoidance of doubt, if any financing referred to in Section 4.5 of the Arrangement Agreement is not obtained, the Purchaser will continue to be obligated to consummate the Arrangement, subject to and on the terms contemplated by the Arrangement Agreement.

Assistance with Purchaser Financing

From the date of the Arrangement Agreement until the Closing (or the earlier termination of the Arrangement Agreement pursuant to Article 7 of the Arrangement Agreement, subject to the limitations set forth in Section 4.6 of the Arrangement Agreement, and unless otherwise agreed in writing by the Purchaser), the Company has agreed to, and has agreed to cause each of its Subsidiaries to, use reasonable best efforts to provide such cooperation to the Purchaser as the Purchaser may reasonably request in connection with the arrangements by the Purchaser to obtain the advance of any Debt Financing contemplated to be entered into at the Closing (provided that such request is made on reasonable notice and reasonably in advance of the Closing and provided such cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not interfere with, hinder or delay the Go-Shop Process), including (and subject to the foregoing), as so requested:
(a) participating in a reasonable number of meetings and due diligence sessions;
(b) subject to Laws and any Contract and the obtaining of any necessary consents in connection therewith, executing and delivering any documentation as may be reasonably requested by the Purchaser in connection with any Debt Financing, provided that any obligations contained in such documents shall be effective no earlier than as of the Effective Time;
(c) subject to Section 4.4 and Section 4.5 of the Arrangement Agreement, furnishing the Purchaser as promptly as reasonably practicable with available financial and other reasonably requested information regarding the Company, any of its Subsidiaries or any combination of such Persons, as specifically required by such Debt Commitment Letter or any documentation required to be delivered in connection with the consummation of the Debt Financing;
(d) cooperating and providing information reasonably requested by or for the Financing Sources in the context of due diligence and verification; and
(e) providing the Purchaser and any of the Financing Sources with all documentation and other information required by regulatory authorities under applicable anti-money laundering rules and regulations, know-yourclient processes, and Laws with respect to beneficial ownership;
(f) providing assistance to the Purchaser in connection with the satisfaction on a timely basis of all of the conditions set forth in the Debt Commitment Letter;

(g) cooperating in the discharge of existing indebtedness (including the Credit Facility) and Liens of the Company and its Subsidiaries in connection with the Debt Financing, including obtaining a customary debt pay-off letter(s) and delivering a draft of such pay-off letter(s) to the Purchaser for comment and review reasonably in advance of Closing; and
(h) cooperating with the preparation and negotiation of and entry into definitive and ancillary documentation in connection with the Debt Financing.

Notwithstanding the foregoing, none of the Company nor any Subsidiary of the Company will be required to:

(a) pay or agree to pay any commitment, consent or other fee or incur any other cost, expense or liability in connection with any such financing prior to the Effective Time;
(b) take any action or do anything that would contravene any Law, contravene any Contract or be capable of impairing, preventing or delaying the satisfaction of any condition set forth in Article 6 of the Arrangement Agreement;
(c) commit to take any action that is not contingent on the consummation of the Arrangement (provided, that (A) upon the reasonable request of the Purchaser, any executed signature pages to any documentation required to be delivered in connection with the Debt Financing shall be delivered in escrow by the Company and its Subsidiaries a reasonable period of time prior to the Effective Date (but shall not be released from escrow except on the Effective Date) and (B) any obligations applicable to the Company and its Subsidiaries contained in all such documentation shall be subject to the occurrence of the Closing and shall be effective no earlier than the Closing); or
(d) disclose any information that in the reasonable judgment of the Company would result in the disclosure of any trade secrets or similar information or violate any obligations of the Company or any other Person with respect to confidentiality or which would be reasonably likely to constitute a waiver of solicitor-client privilege. For greater certainty, all non-public or otherwise confidential information regarding the Company obtained by the Purchaser or its representatives pursuant to the foregoing is information which is subject to the Confidentiality Agreement and will be treated in accordance with the Confidentiality Agreement. In addition, no such cooperation by the Company pursuant to Section 4.6 of the Arrangement Agreement shall be considered to constitute a breach of the representations, warranties or covenants of the Company hereunder.
The Purchaser has agreed to indemnify and hold harmless the Company, its Subsidiaries and their respective directors, officers, employees, agents and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any financing or potential financing by the Purchaser or any actions or omissions by any of them, in each case, in connection with any request by the Purchaser made under Section 4.6 of the Arrangement Agreement and for any alleged misstatement or omission in any information provided thereunder at the request of the Purchaser except to the extent any of the foregoing results from the fraud, bad faith or wilful misconduct of the Company, any of its Subsidiaries or any of their respective directors, officers, employees, agents and representatives as determined by a court of competent jurisdiction. The Purchaser has agreed to promptly, upon request by the Company following the earlier of Closing and the termination of the Arrangement Agreement in accordance with its terms, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented legal fees) incurred by the Company and its Subsidiaries and their respective agents and representatives in connection with any of the foregoing and in connection with any assistance provided pursuant to Section 4.6 of the Arrangement Agreement; provided, that the Purchaser shall not be required to reimburse the Company for any costs and expenses incurred for the preparation of any financial statements or data that would otherwise be prepared by the Company in the Ordinary Course.

Pre-Acquisition Reorganization

The Company has agreed that, upon the reasonable request by the Purchaser, the Company shall use commercially reasonable efforts to:

(a) effect such reorganizations of the Company’s business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “ Pre-Acquisition Reorganization ”); and

(b) co-operate with the Purchaser and its advisors in order to determine the manner in which any Pre-Acquisition Reorganization might most effectively be undertaken; provided that any Pre-Acquisition Reorganization:
(i) is not prejudicial to the Company or its securityholders in any material respect;
(ii) does not require the Company to obtain the approval of the Shareholders and does not require the Company or any of its Subsidiaries to obtain the consent of any third party (including under any Authorization);
(iii) does not impair, prevent or delay the consummation of the Arrangement or the ability of the Purchaser to obtain any financing required by it in connection with the transactions contemplated by the Arrangement Agreement;
(iv) is effected immediately prior to or contemporaneously with the Effective Time and can be unwound in the event the Arrangement is not consummated without adversely affecting the Company or any of its Subsidiaries;
(v) does not result in any breach by the Company or any of its Subsidiaries of any Contract, Authorization, organizational documents or Law;
(vi) does not result in Taxes being imposed on, or any adverse Tax or other consequences to, the Company, its Subsidiaries or any securityholder of the Company;
(vii) does not hinder or delay the Go-Shop Process;
(viii) does not result in the withdrawal or material modification of either the Raymond James Fairness Opinion or the Stifel Formal Valuation and Fairness Opinion;
(ix) does not unreasonably interfere with the ongoing operations of the Company or its Subsidiaries; and
(x) shall not become effective unless the Purchaser has waived or confirmed in writing the satisfaction of all conditions in its favour under the Arrangement Agreement and shall have confirmed in writing that it is prepared, and able to promptly and without condition proceed, to effect the Arrangement.

The Purchaser has waived any breach of a representation, warranty or covenant by the Company, where such breach is a result of an action taken by the Company or a Subsidiary pursuant to a request by the Purchaser in accordance with Section 4.7 of the Arrangement Agreement. The Purchaser has agreed to provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 20 Business Days prior to the Effective Time. Upon receipt of such notice, the Purchaser and the Company have agreed to work co-operatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do all such other acts and things as are reasonably necessary, including making amendments to the Arrangement Agreement or the Plan of Arrangement (provided that such amendments do not require the Company to obtain approval of securityholders of the Company (other than as properly put forward and approved at the Meeting)), to give effect to such Pre-Acquisition Reorganization. If the Arrangement is not completed, the Purchaser (x) has agreed to forthwith reimburse the Company for all costs and expenses, including legal fees and disbursements, incurred by the Company and its Subsidiaries in connection with any proposed Pre-Acquisition Reorganization (including any unwinding thereof); and (y) has indemnified and held harmless the Company, its Subsidiaries and their respective directors, officers, employees, agents and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgements, Taxes and penalties suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization, or to reverse or unwind any Pre-Acquisition Reorganization.

Public Communications

The Purchaser and the Company have agreed to co-operate in the preparation of presentations, if any, to the Shareholders regarding the Arrangement. Except as required by Law, a Party must not issue any press release or make any other public statement or disclosure with respect to the Arrangement Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that, in the opinion of its legal counsel, is required to make disclosure by Law shall use its reasonable best efforts to give the other Party prior oral or written notice and a reasonable opportunity to review and comment on the disclosure. The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure. Prior to filing any document relating to the

Arrangement publicly, the Company will consult with the Purchaser regarding proposed redactions to a filing version of the document and give reasonable consideration to the Purchaser’s comments. The Parties agreed to jointly issue a press release with respect to the Arrangement Agreement as soon as practicable after its due execution. For the avoidance of doubt, none of the foregoing shall prevent the Company from making internal announcements to employees and having discussions with shareholders, financial analysts and other stakeholders so long as such announcements and discussions are consistent in all material respects with the most recent press releases, public disclosures or public statements made by the Company. The Parties consented to the Arrangement Agreement being filed on SEDAR+ as soon as practicable after the public announcement of the transactions contemplated in the Arrangement Agreement.

Notice and Cure Provisions

Each Party has agreed to promptly notify the other Party of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably likely to:
(a) cause any of the representations or warranties of such Party contained in the Arrangement Agreement to be untrue or inaccurate at any time from the date of the Arrangement Agreement to the Effective Time if such failure to be true or accurate would cause any condition in Section 6.2(1) [ Company Representations and Warranties Conditions ] or Section 6.3(1) [ Purchaser Representations and Warranties Conditions ] of the Arrangement Agreement, as applicable, to not be satisfied; or
(b) result in the failure to comply with any covenant or agreement to be complied with by such Party under the Arrangement Agreement if such failure to comply would cause any condition in Section 6.2(2) [ Company Covenants Condition ] or Section 6.3(2) [ Purchaser Covenants Condition ] of the Arrangement Agreement not to be satisfied.
Notification provided under Section 4.9 of the Arrangement Agreement will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under the Arrangement Agreement. In addition, the failure by any Party to provide a notification pursuant to Section 4.9(1) of the Arrangement Agreement shall not be considered in determining whether any condition in Section 6.2, Section 6.3(1) or Section 6.3(2) of the Arrangement Agreement has been satisfied.
The Purchaser may not elect to exercise its right to terminate the Arrangement Agreement pursuant to Section 7.2(1)(d)(i) of the Arrangement Agreement and the Company may not elect to exercise its right to terminate the Arrangement Agreement pursuant to Section 7.2(1)(c)(i) of the Arrangement Agreement, unless the Party seeking to terminate the Arrangement Agreement (the “ Terminating Party ”) has delivered a written notice (“ Termination Notice ”) to the applicable other Party (the “ Breaching Party ”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date, the Terminating Party may not exercise such termination right until the earlier of (a) the Outside Date, and (b) the date that is 30 days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date (such applicable date, the “ Breach Termination Date ”). If the Terminating Party delivers a Termination Notice prior to the date of the Meeting, unless the Parties mutually agree otherwise, the Company shall postpone or adjourn the Meeting to the earlier of (a) 10 Business Days prior to the Outside Date and (b) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party.

Insurance and Indemnification

Prior to the Effective Date, the Company has agreed to purchase customary six-year “tail” or “run off” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate than the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date (with such differences as are customary to reflect the fact that the Purchaser is not a publicly traded company) and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and the Purchaser has agreed to, or has agreed to cause the Company and its Subsidiaries to maintain such tail policies (or substitutes) in effect without any reduction in scope or coverage for six years from the Effective Date; provided that the cost of such policies shall not exceed 300% of the current annual premium for the Company directors and officers insurance.

The Purchaser has agreed to, from and after the Effective Time, honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of the Company and its Subsidiaries and has acknowledged that such rights shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Effective Date.
If the Purchaser, the Company or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not a continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, the Purchaser shall ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of the Company or its Subsidiaries) assumes all of the obligations set forth in Section 4.10 of the Arrangement Agreement.

Employee Matters

For a period of not less than 12 months following the Effective Time, the Purchaser has agreed to provide, or cause the Company to provide:
(a) base salary and annual cash bonus opportunities, that are substantially similar in the aggregate to what each Employee received and/or was eligible for immediately prior to the Effective Time;
(b) severance benefits to each Employee that are substantially similar in the aggregate to those that would have been provided to such Employee under the applicable severance benefit plans, programs, policies, agreements and arrangements as in effect immediately prior to the Effective Time (provided such arrangements have been disclosed to Purchaser); and
(c) employee benefit plans and arrangements (other than base salary, bonus opportunities, severance benefits, transaction, change in control or retention bonus, nonqualified deferred compensation, defined benefit pension benefits and post-employment health or welfare benefits and long-term, equity or equity-based incentives) to Employees that are substantially similar in the aggregate to those provided to the Employees immediately prior to the Effective Time.

However, the Parties have agreed that nothing in the foregoing clause (1) shall be interpreted as a representation or guarantee of employment for any Employee and/or for any specific duration, by the Purchaser.

The Purchaser has agreed to assume, honor and continue, or cause the Company to assume, honor and continue, in accordance with their terms, for a period of not less than 12 months following the Effective Time or, if later, until all obligations thereunder have been satisfied, all of the Company’s employment, severance, retention, termination and change in control plans, policies, programs, agreements and arrangements maintained by the Company or any of its Subsidiaries, in each case, as in effect at the Effective Time, including with respect to any payments, benefits or rights arising as a result of the transactions contemplated by the Arrangement Agreement (either alone or in combination with any other event), without any amendment or modification, other than any amendment or modification required to comply with applicable Law.
With respect to all employee benefit plans of the Purchaser and its affiliates, for all purposes, including determining eligibility to participate, level of benefits, vesting, benefit accruals and early retirement subsidies, the Purchaser and its affiliates have agreed to not take any action that would adversely affect any Employee’s service with the Company or any of its Subsidiaries (as well as service with any predecessor employer of the Company or any such Subsidiary, to the extent service with the predecessor employer was recognized by the Company or such Subsidiary), in the same manner as if such Employee were an employee of the Purchaser or any of its affiliates; provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits for the same period of service or where such service was not, prior to Effective Time, recognized under an applicable Employee Plan.

Additional Covenants Regarding Non-Solicitation

Go-Shop

During the Go-Shop Period, the Company and its Representatives had the right to:

(a) solicit, assist, initiate, encourage, seek the making of, induce or otherwise facilitate any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(b) enter into or otherwise engage or participate in any negotiations or discussions with any Person regarding any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(c) subject to entering into a confidentiality and standstill agreement with such Person containing terms that are not materially less favourable to the Company than those contained in the Confidentiality Agreement (it being understood and agreed that such confidentiality and standstill agreement need not restrict the making of a confidential Acquisition Proposal and related communications to the Company or the Board), provide copies of, access to, or disclosure of, any information with respect to the business, properties, assets, operations, books and records, prospects or conditions (financial or otherwise) of the Company or any Subsidiary, whether public or non-public; provided that (i) the Purchaser is promptly (and in any event within 48 hours) provided with (to the extent not previously provided) any such information provided to such Person, and (ii) the Company will not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, any expenses of any Person, or any of such Person’s Representatives or financing sources, in connection with any Acquisition Proposals (or inquiries, proposals or offers that may lead to an Acquisition Proposal); or
(d) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, or do or seek to do, any of the foregoing.
Under the Arrangement Agreement, the Company had a one-time option to extend the Go-Shop Expiry Time by five days if, on or before the Initial Go-Shop Expiry Time, the Company had provided the Purchaser with written notice that: (i) one or more Persons had executed a confidentiality agreement permitted by Section 5.1(1)(c) of the Arrangement Agreement; and (ii) either the Person had made an Acquisition Proposal or the Board, upon advice from its legal and financial advisors and upon the recommendation of the Special Committee, had determined that such Persons had a reasonable prospect of making an Acquisition Proposal prior to the expiration of such five day extension of the Go-Shop Period (each such Person, a “ Qualified Third Party ”).
From and after the Go-Shop Expiry Time, the Company has agreed to, and has agreed to cause its Subsidiaries and its or its Subsidiaries’ Representatives to, cease all actions permitted by Section 5.1(1) of the Arrangement Agreement, including such discussions and cooperation with any Person or any Person’s Representatives (other than the Purchaser, the Guarantors, any Qualified Third Party, and their respective affiliates and Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or to lead to, an Acquisition Proposal.

Non-Solicitation

Except as permitted by Section 5.1 of the Arrangement Agreement, or as otherwise provided in Article 5 of the Arrangement Agreement, from and after the Go-Shop Expiry Time or until the Arrangement Agreement is otherwise terminated in accordance with its terms, the Company has agreed not to, and has agreed that none of its Subsidiaries nor any of its or its Subsidiaries’ directors and officers shall, and the Company has agreed to instruct its and its Subsidiaries’ investments bankers, attorneys, accountants and other advisors or representatives (such directors, officers, investments bankers, attorneys, accountants and other advisors or representatives, collectively, “ Representatives ”) not to, directly or indirectly:
(a) solicit, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal;
(b) enter into or otherwise engage or participate in any substantive discussions or negotiations with any Person (other than with the Purchaser or any Person acting jointly or in concert with the Purchaser) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) communicate with any Person for the purposes of clarifying the terms of any inquiry, proposal or offer made by such Person; (ii) advise any Person of the restrictions of the Arrangement Agreement; and (iii) advise any

Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal;

(c) withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the Board Recommendation;
(d) accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than 10 Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of Section 5.2 of the Arrangement Agreement provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation before the end of such 10 Business Day period); or
(e) enter into (other than a confidentiality agreement permitted by and in accordance with Section 5.4 of the Arrangement Agreement) any agreement in respect of an Acquisition Proposal;
Except as permitted by Section 5.1 of the Arrangement Agreement, or as otherwise provided in Article 5 of the Arrangement Agreement, from and after the Go-Shop Expiry Time, the Company has agreed to, and has agreed to cause its Subsidiaries and its and their Representatives to, immediately cease and terminate any solicitation, encouragement, discussion or negotiation commenced prior to the date of the Arrangement Agreement with any Person (other than the Purchaser, the Guarantors and their affiliates and Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, the Company has agreed to:
(a) promptly discontinue access to and disclosure of all confidential information regarding the Company or any of its Subsidiaries, including any data room and any properties, facilities, books or records of the Company or any of its Subsidiaries; and
(b) to the extent that such information has not previously been returned or destroyed, within five Business Days of the expiry of the Go-Shop Expiry Time, request
- (i) the return or destruction of all copies of any confidential information regarding the Company or any Subsidiary; and
- (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any Subsidiary,

in each case, provided to any Person (other than the Purchaser. or any of its affiliates) since January 1, 2023 in respect of a possible Acquisition Proposal, and has agreed to use its commercially reasonable efforts to ensure that such requests are complied with in accordance with the terms of such rights.

The Company has agreed that it shall (a) use commercially reasonable efforts to enforce any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party, and (b) not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party that remains in effect as of the date of the Arrangement Agreement (it being acknowledged by the Purchaser that the automatic termination or release of any standstill restrictions of any such agreements in accordance with the terms of any such agreements shall not be a violation of this subsection (3)), except to allow any such Persons to make an Acquisition Proposal, provided that the remaining provisions of Article 5 of the Arrangement Agreement are complied with.

Notification of Acquisition Proposals

Under the Arrangement Agreement, if at any time following the Go-Shop Expiry Time, the Company or any of its Subsidiaries receives, or, to the knowledge of the Company, any of their respective Representatives receives, any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, or any request in connection with any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, for copies of, access to, or disclosure of, confidential information relating to the Company or any Subsidiary, the Company shall promptly notify the Purchaser, at first orally, and then within 48 hours, in writing, of such Acquisition Proposal,

inquiry, proposal, offer or request, including a description of the material terms and conditions of the Acquisition Proposal, inquiry, proposal or offer and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request. At the Purchaser’s reasonable request, the Company shall keep the Purchaser informed of the status of material developments and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request.

Responding to an Acquisition Proposal

Notwithstanding Section 5.2 of the Arrangement Agreement, or any other agreement between the Parties or between the Company and any other Person, if, at any time following the Go-Shop Expiry Time and prior to obtaining the approval of the Shareholders of the Arrangement Resolution, the Company receives an Acquisition Proposal, the Company and its Representatives may enter into, engage in, participate in or facilitate discussions or negotiations with such Person regarding such Acquisition Proposal, and, subject to entering into a confidentiality and standstill agreement with such Person containing terms that are not less favourable to the Company than those contained in the Confidentiality Agreement (it being understood and agreed that such confidentiality and standstill agreement need not restrict the making of a confidential Acquisition Proposal and related communications to the Company or the Board), a copy of which shall be provided to the Purchaser prior to providing such Person with any such copies, access or disclosure, the Company and its Representatives may provide copies of, access to or disclosure of information, properties, facilities, books or records of the Company or its Subsidiaries, if and only if:

(a) the Board first determines in good faith, after consultation with its financial advisor and legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal; and
(b) the Company has been, and continues to be, in compliance with its obligations under Article 5 of the Arrangement Agreement in all material respects.

Right to Match

If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Shareholders the Board may, subject to compliance with Section 8.2(3) of the Arrangement Agreement, (A) recommend such Superior Proposal or (B) cause the Company to accept, approve or enter into a definitive agreement with respect to such Superior Proposal, if and only if:
(a) the Company has been, and continues to be, in compliance with its obligations under Article 5 of the Arrangement Agreement in all material respects;
(b) the Company or its Representatives have delivered to the Purchaser a written notice of the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to recommend such Superior Proposal or accept, approve or enter into a definitive agreement with respect to such Superior Proposal (the “ Superior Proposal Notice ”);
(c) the Company or its Representatives have provided to the Purchaser a copy of the proposed definitive agreement for the Superior Proposal and any financing commitments or other documents containing material terms and conditions of such Superior Proposal, and to the extent any consideration offered under such Superior Proposal is non-cash, the cash value that the Board has, after consultation with outside financial advisors, determined should be ascribed to such non-cash consideration offered under the Superior Proposal;
(d) at least five Business Days (the “ Matching Period ”) have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the proposed definitive agreement for the Superior Proposal;
(e) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.5(2) of the Arrangement Agreement, to offer to amend the Arrangement Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;
(f) after the Matching Period, the Board has determined in good faith (i) after consultation with its financial advisor and legal counsel, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by the Purchaser under

Section 5.5(2) of the Arrangement Agreement) and (ii) after consultation with its legal counsel, that the failure to take the relevant action would be inconsistent with its fiduciary duties; and

(g) in the case of the Company exercising its rights under clause (b) above, prior to or concurrently with entering into such definitive agreement, the Company terminates the Arrangement Agreement pursuant to Section 7.2(1)(c)(ii) [ To enter into a Superior Proposal ] of the Arrangement Agreement and pays the Termination Fee pursuant to Section 8.2(3) of the Arrangement Agreement.
During the Matching Period, or such longer period as the Company may approve in writing for such purpose:
(a) the Board shall review any offer made by the Purchaser under Section 5.5(1)(e) of the Arrangement Agreement to amend the terms of the Arrangement Agreement and the Arrangement in order to determine whether such offer would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and
(b) the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of the Arrangement Agreement and the Arrangement as would enable the Purchaser to proceed with the transactions contemplated by the Arrangement Agreement on such amended terms. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend the Arrangement Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing. The Board shall promptly reaffirm the Board Recommendation by press release after any publicly announced Acquisition Proposal is determined not to be a Superior Proposal, or if the Board determines that a proposed amendment to the terms of the Arrangement Agreement and the Arrangement as contemplated under Section 5.5(2) of the Arrangement Agreement would result in an Acquisition Proposal previously determined to be a Superior Proposal no longer being a Superior Proposal. The Company shall provide the Purchaser and its legal counsel with a reasonable opportunity to review the form and content of any such press release and shall reasonably consider all amendments to such press release requested by the Purchaser and its legal counsel.
Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of Section 5.5 of the Arrangement Agreement and, without limiting the generality of the foregoing, the Purchaser shall be afforded a new Matching Period from the later of the date on which the Purchaser receives a Superior Proposal Notice with respect to such new Superior Proposal and the date on which the Purchaser receives all of the materials set forth in Section 5.5(1)(c) of the Arrangement Agreement with respect to the new Superior Proposal.
If the Company provides a Superior Proposal Notice to the Purchaser on a date that is less than five Business Days before the Meeting, the Company shall either proceed with or shall postpone the Meeting, as directed by the Purchaser acting reasonably, to a date that is not more than five Business Days after the scheduled date of the Meeting but in any event the Meeting shall not be postponed to a date which would prevent the Effective Date from occurring on or prior to the Outside Date.
Nothing contained in the Arrangement Agreement shall prohibit the Board from making a Change in Recommendation or from making any disclosure to any securityholders of the Company prior to the Effective Time, including for greater certainty disclosure of a Change in Recommendation, if, in the good faith judgment of the Board, after consultation with outside legal counsel, failure to take such action or make such disclosure would reasonably be expected to be inconsistent with the Board’s exercise of its fiduciary duties or such action or disclosure is otherwise required by Law (including by responding to an Acquisition Proposal under a directors’ circular or otherwise as required by Law); provided that, for greater certainty, in the event of a Change in Recommendation and a termination by the Purchaser of the Arrangement Agreement pursuant to Section 7.2(1)(d)(ii) [ Change in Recommendation, Acquisition Proposal Agreement, etc. ] of the Arrangement Agreement, the Company shall be obligated to pay the Termination Fee as required by Section 8.2(2) of the Arrangement Agreement. The Board may not make a Change in Recommendation pursuant to the preceding sentence unless the Company gives the Purchaser at least two Business Days prior written notice of its intention to make such Change in Recommendation, provided that, for greater certainty, the foregoing limitation shall not apply in respect of any actions taken under Section 5.5(1) the Arrangement Agreement. Should the Board make a Change in Recommendation in accordance with the foregoing, Section 4.8 of the Arrangement Agreement shall no longer be applicable to disclosures made by the Company. In addition, nothing contained in the

Arrangement Agreement shall prohibit the Company or the Board from calling and/or holding a meeting of Shareholders requisitioned by Shareholders in accordance with the OBCA or taking any other action to the extent ordered or otherwise mandated by a Governmental Entity.

Termination of the Arrangement Agreement

The Arrangement Agreement may be terminated prior to the Effective Time by:
(a) the mutual written agreement of the Parties; or
(b)
either the Company or the Purchaser if:
(i) the Meeting is duly convened and held and the Arrangement Resolution is voted on by Shareholders and not approved by the Shareholders as required by the Interim Order;
(ii) after the date of the Arrangement Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable, provided that the Party seeking to terminate the Arrangement Agreement pursuant to this clause (ii) has used its reasonable best efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement and provided further that the enactment, making, enforcement or amendment of such Law was not primarily due to the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement; or
(iii) the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate the Arrangement Agreement pursuant to this clause (iii) if the failure of the Effective Time to so occur has been principally caused by, or is principally the result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement; or
(c) the Company if:
(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser under the Arrangement Agreement occurs that would cause any condition in Section 6.3(1) [ Purchaser Representations and Warranties Condition ] or Section 6.3(2) [ Purchaser Covenants Condition] of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.9(3) of the Arrangement Agreement, in each case, by the Breach Termination Date; provided that any wilful breach shall be deemed to be incapable of being cured and provided further that the Company is not then in breach of the Arrangement Agreement so as to cause any condition in Section 6.2(1) [ Company Representations and Warranties Condition ] or Section 6.2(2) [ Company Covenants Condition ] of the Arrangement Agreement not to be satisfied;
(ii) prior to the approval by the Shareholders of the Arrangement Resolution, the Board authorizes the Company to enter into a written agreement (other than a confidentiality agreement permitted by and in accordance with Section 5.4 of the Arrangement Agreement) with respect to a Superior Proposal in accordance with Section 5.5 of the Arrangement Agreement, provided the Company is then in compliance with Article 5 of the Arrangement Agreement, in all material respects and that prior to or concurrent with such termination the Company pays the Termination Fee in accordance with Section 8.2(3) of the Arrangement Agreement; or
(iii) (A) the conditions in Section 6.1 [ Mutual Conditions ] and Section 6.2 [ Purchaser Conditions ] of the Arrangement Agreement have been and continue to be satisfied or waived by the applicable Party or Parties at the time the Closing is required to have occurred pursuant to Section 2.7(2) of the Arrangement Agreement (excluding conditions that, by their terms, are to be satisfied on the Effective Date, but are reasonably capable of being satisfied by the Effective Date); (B) the Purchaser fails to consummate the Closing by the date that is two (2) Business Days after the first date upon which the Purchaser is required to consummate the Closing pursuant to Section 2.7(2) of

the Arrangement Agreement; and (C) the Company has irrevocably confirmed to the Purchaser in writing that it is prepared to consummate the Closing; or

(d)
the Purchaser if:
(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under the Arrangement Agreement occurs that would cause any condition in Section 6.2(1) [ Company Representations and Warranties Condition ] or Section 6.2(2) [ Company Covenants Condition ] of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.9(3) of the Arrangement Agreement, in each case, by the Breach Termination Date; provided that any wilful breach shall be deemed to be incapable of being cured and provided further that the Purchaser is not then in breach of the Arrangement Agreement so as to cause any condition in Section 6.3(1) [ Purchaser Representations and Warranties Condition ] or Section 6.3(2) [ Purchaser Covenants Condition ] of the Arrangement Agreement not to be satisfied; or
(ii) prior to the approval by the Shareholders of the Arrangement Resolution, (A) the Board fails to recommend or withdraws, amends, modifies or qualifies, in a manner adverse to the Purchaser, the Board Recommendation, (B) the Board accepts, approves, endorses or recommends an Acquisition Proposal or takes no position or remains neutral with respect to a publicly announced Acquisition Proposal for more than ten Business Days, or fails to publicly reaffirm within ten Business Days after having been requested in writing to do so by the Purchaser acting reasonably, the approval or recommendation of the Arrangement or the Arrangement Resolution (together with any of the matters set forth in (A), a “ Change in Recommendation ”), unless an Acquisition Proposal is made prior to the expiration of the Go-Shop Period and the Company provides a Superior Proposal Notice to the Purchaser in respect of such Acquisition Proposal, in which case the Company will have until the end of the Matching Period to reaffirm the Board Recommendation, (C) the Board enters into any agreement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.4 of the Arrangement Agreement) or (D) the Company wilfully breaches Article 5 of the Arrangement Agreement.

Definition of Outside Date

The Outside Date under the Arrangement Agreement is May 13, 2024 or such later date as may be agreed to in writing by the Parties.

Termination Fees and Expenses

Except as otherwise provided in the Arrangement Agreement, all costs and expenses incurred in connection with the Arrangement Agreement shall be paid by the Party incurring such cost or expense. The Purchaser has agreed to pay any filing or similar fee payable to a Governmental Entity plus applicable Taxes in connection with a Regulatory Approval.
Despite any other provision in the Arrangement Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Termination Fee Event occurs, the Company has agreed to pay the Purchaser the Termination Fee in accordance with Section 8.2(3) of the Arrangement Agreement. For the purposes of the Arrangement Agreement:
(a) “ Termination Fee ” means $9,000,000, less any Expenses Reimbursement Payment previously paid, except if the Arrangement Agreement is terminated prior to 11:59 p.m. (Toronto time) on the fifth Business Day following the Go-Shop Expiry Time by the Company pursuant to Section 7.2(1)(c)(ii) [ To enter into a Superior Proposal ] or by the Purchaser pursuant to Section 7.2(1)(d)(ii) [ Change in Recommendation, Acquisition Proposal Agreement, etc. ] of the Arrangement Agreement, in which case it means $4,880,000; and
(b) “ Termination Fee Event ” means the termination of the Arrangement Agreement:
- (i) by the Purchaser, pursuant to Section 7.2(1)(d)(ii) thereof [Change in Recommendation, Acquisition Proposal Agreement, etc.];

(ii) by the Company, pursuant to Section 7.2(1)(c)(ii) thereof [ To enter into a Superior Proposal ];
(iii) by the Company or the Purchaser pursuant to Section 7.2(1)(b)(i) thereof [ Failure of Shareholders to Approve ], if:
(A) following the date of the Arrangement Agreement and prior to the Meeting, a bona fide Acquisition Proposal involving the Company shall have been publicly announced by any Person (other than the Purchaser or any of its affiliates or any Person acting jointly or in concert with any of the foregoing); and
(B) within twelve months following the date of such termination (A) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) is consummated, or (B) the Company enters into a contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated or effected (whether or not within 12 months following such termination).

For purposes of the foregoing, the term “ Acquisition Proposal ” has the meaning assigned to such term in Section 1.1 of the Arrangement Agreement, except that references to “20% or more” shall be deemed to be references to “50% or more”.

If a Termination Fee Event occurs due to a termination of the Arrangement Agreement by the Company pursuant to Section 7.2(1)(c)(ii) [ To enter into a Superior Proposal ] of the Arrangement Agreement, the Termination Fee shall be paid prior to or concurrently with the occurrence of such Termination Fee Event. If a Termination Fee Event occurs due to a termination of the Arrangement Agreement by the Purchaser pursuant to Section 7.2(1)(d)(ii) [ Change in Recommendation, Acquisition Proposal Agreement, etc. ] thereof, the Termination Fee shall be paid within three (3) Business Days following such Termination Fee Event. If a Termination Fee Event occurs in the circumstances set out in Section 8.2(2)(b)(iii) [ Acquisition Proposal Tail ] of the Arrangement Agreement, the Termination Fee shall be paid upon the consummation of the Acquisition Proposal referred to therein. Any Termination Fee shall be paid (less any applicable withholding Tax) by the Company to the Purchaser (or as the Purchaser may direct by notice in writing), by wire transfer in immediately available funds to an account designated by the Purchaser. For greater certainty, in no event shall the Company be obligated to pay the Termination Fee on more than one occasion.
Despite any other provision in the Arrangement Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Reverse Termination Fee Event occurs, the Purchaser has agreed to pay or cause to be paid to the Company, by wire transfer in immediately available funds to an account designated by the Company, an amount equal to $12,250,000 (the “ Reverse Termination Fee ”) within three (3) Business Days following such Reverse Termination Fee Event. For greater certainty, in no event shall the Purchaser be obligated to pay the Reverse Termination Fee on more than one occasion. For the purposes of the Arrangement Agreement, “ Reverse Termination Fee Event ” means the termination of the Arrangement Agreement:
(a) by the Company pursuant to Section 7.2(1)(c)(i) thereof [Purchaser Breach] as a result of a wilful breach by the Purchaser;
(b) by the Company, pursuant to Section 7.2(1)(c)(iii) thereof [Failure of Purchaser to Consummate] ; or
(c) by the Purchaser pursuant to Section 7.2(1)(b)(iii) thereof [Outside Date] , if at the time of termination the Company could have terminated the Arrangement Agreement pursuant to Section 7.2(1)(c)(i) [Purchaser Breach] or Section 7.2(1)(c)(iii) [Failure of Purchaser to Consummate] thereof.
Despite any other provision in the Arrangement Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if the Arrangement Agreement is terminated by the Company or the Purchaser pursuant to Section 7.2(1)(b)(i) [ Failure of Shareholders to Approve ] of the Arrangement Agreement, then the Company has agreed to pay or cause to be paid as directed by the Purchaser an amount equal to the Purchaser’s reasonable, actual and documented out-of-pocket expenses incurred prior to the termination of the Arrangement Agreement, up to a maximum equal to $4,850,000 (the “ Expenses Reimbursement Payment ”) by wire transfer of same day funds to an account designated by the Purchaser promptly but in no event later than two Business Days after the date of such termination.

Closing Date

Unless another time or date is agreed to in writing by the Parties, the completion of the Arrangement (the “ Closing ”) will take place remotely by exchange of documents and signatures (or their electronic counterparts), unless another place is agreed to in writing by the Parties, at 9:00 a.m. (Toronto time) on the third Business Day after the satisfaction, or where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, are to be satisfied on the Effective Date, but subject to the satisfaction, or where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), unless another time or date is agreed to in writing by the Parties, provided that if on the date the Company would otherwise be required to file the Articles of Arrangement pursuant to this Section, a Party has delivered a Termination Notice pursuant to Section 4.9(3) of the Arrangement Agreement, the Company shall not file the Articles of Arrangement until the Breaching Party has cured the breaches of representations, warranties, covenants or other matters specified in the Termination Notice. The Company will send the Articles of Arrangement to the OBCA Director on the day of Closing.

Injunctive Relief

Under the Arrangement Agreement, the Parties have agreed that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of the Arrangement Agreement were not performed in accordance with their specific terms or were otherwise breached. It was accordingly agreed that the Parties shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of the Arrangement Agreement, and to enforce compliance with the terms of the Arrangement Agreement (including, for the avoidance of doubt, the covenants of the Purchaser in respect of the Financing in Section 4.5 of the Arrangement Agreement), without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled at law or in equity.

The Parties have explicitly agreed that the Company shall be entitled to specific performance of the Purchaser’s obligation to cause the Equity Financing (or any alternative financing to the Equity Financing contemplated by Section 4.5 of the Arrangement Agreement) to be funded, including by requiring the Purchaser to file one or more lawsuits against the parties to the Equity Commitment Letter to fully enforce such parties’ obligations under the Equity Commitment Letter and the Purchaser’s rights thereunder, and the Purchaser to fund its obligations pursuant to Section 2.8 of the Arrangement Agreement; provided, however, that such right shall only be available if:

(a) all conditions in Section 6.1 and Section 6.2 of the Arrangement Agreement have been satisfied or waived by the applicable Party or Parties (excluding conditions that, by their terms, are to be satisfied on the Effective Date but subject to the satisfaction, or where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date) and the Purchaser fails to consummate the Arrangement on the date on which the Effective Date should have occurred pursuant to Section 2.7(2) of the Arrangement Agreement;
(b) the Debt Financing provided for by the Debt Commitment Letter(s) (or any alternative financing to the Debt Financing contemplated by Section 4.5 of the Arrangement Agreement) arranged in accordance with the Arrangement Agreement has been funded in accordance with the terms thereof or the Purchaser has received irrevocable written confirmation provided by the lenders of the Debt Financing that, if the Equity Financing is funded on the Effective Date, the Debt Financing will be funded in accordance with the terms of the Debt Commitment Letter on the Effective Date; and
(c) the Company has irrevocably confirmed in writing that (x) all conditions in Section 6.1 and Section 6.3 of the Arrangement Agreement have been satisfied or waived (excluding conditions that, by their terms, are to be satisfied on the Effective Date, but subject to the satisfaction, or where not prohibited, the waiver of such conditions) and (y) if specific performance is granted and the Equity Financing and the Debt Financing (or any alternative financings thereto contemplated by Section 4.5 of the Arrangement Agreement) are funded, it is (and at all times following the delivery of such irrevocable written confirmation remains) ready, willing and able to consummate the Arrangement.

Each Party has thereby agreed not to raise any objections to the availability of the equitable remedies provided for in the Arrangement Agreement and the Parties have further agreed that (i) by seeking the remedies provided for in Section 8.5 of the Arrangement Agreement, a Party shall not in any respect waive its right to seek any other form of relief that may be available

to a Party under the Arrangement Agreement (including monetary damages), and (ii) nothing set forth in Section 8.5 of the Arrangement Agreement shall require any Party thereto to institute any proceeding for (or limit any Party’s right to institute any proceeding for) specific performance under Section 8.5 of the Arrangement Agreement prior or as a condition to exercising any termination right under the Arrangement Agreement (and/or receipt of any amounts due in connection with such termination), nor shall the commencement of any legal action or legal proceeding pursuant to Section 8.5 of the Arrangement Agreement or anything set forth in Section 8.5 of the Arrangement Agreement restrict or limit any Party’s right to terminate the Arrangement Agreement in accordance with the terms of the Arrangement Agreement, or pursue any other remedies under the Arrangement Agreement that may be available then or thereafter; provided, however, under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance for the consummation of the transactions contemplated herein and the Reverse Termination Fee.

Amendments

The Arrangement Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Meeting but not later than the Effective Time, be amended by mutual written agreement of the Company and the Purchaser, without further notice to or authorization on the part of the Shareholders, and any such amendment may, subject to the Interim Order and the Final Order and Laws:
(a) change the time for performance of any of the obligations or acts of the Parties;
(b) modify any representation or warranty contained in the Arrangement Agreement or in any document delivered pursuant to the Arrangement Agreement;
(c) modify any of the covenants contained in the Arrangement Agreement and waive or modify performance of any of the obligations of the Parties; and/or
(d) modify any mutual conditions contained in the Arrangement Agreement.
Notwithstanding anything contrary to the Arrangement Agreement, Section 4.6, Section 8.2(6), Section 8.2(7), Section 8.5, Section 8.6, Section 8.9(2), Section 8.11(3), Section 8.11(4), Section 8.13, in each case of the Arrangement Agreement, and the definitions of “Financing Sources” in the Arrangement Agreement (and any provision of the Arrangement Agreement to the extent an amendment, modification, waiver or termination of such provision would modify the substance of any of the foregoing Sections or definitions) may not be amended, modified, waived or terminated in a manner that is adverse to the interests of the Financing Sources without the prior written consent of such Financing Sources.

Governing Law

The Arrangement Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Each Party has agreed to irrevocably attorn and submit to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto and has agreed to waive objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

Voting Support Agreements

On November 13, 2023, each of the Rolling Shareholders and each director and executive officer of the Company (collectively holding, directly or indirectly, or exercising control or direction over, an aggregate of 14,923,323 Shares, which represented approximately 37.0% of the issued and outstanding Shares, in each case, as of the Record Date) entered into a Voting Support Agreement pursuant to which such Rolling Shareholder, director or executive officer has agreed to, among other things, vote all of such individual’s Shares in favour of the Arrangement Resolution.

The following summary of the Voting Support Agreements is qualified in its entirety by the Voting Support Agreements, forms of which are available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Directors and Executive Officers of the Company (other than Rolling Shareholders)

The directors and executive officers of the Company (other than Rolling Shareholders) hold, directly or indirectly, or exercise control or direction over, an aggregate of 558,877 Shares, which represented approximately 1.4% of the issued and outstanding Shares, in each case, as of the Record Date and have agreed, solely in their capacity as Shareholders and subject to the terms of the applicable Voting Support Agreements, to vote, or cause to be voted, the Shares held by them in favour of the Arrangement Resolution. The Voting Support Agreements of the directors and executive officers of the Company (other than the Rolling Shareholders) will terminate, among other things, automatically in the event the Arrangement Agreement is terminated in accordance with its terms.

Rolling Shareholders

The Rolling Shareholders have entered into Voting Support Agreements with the Purchaser substantially in the form of the Voting Support Agreements entered into by the directors and executive officers of the Company who are not Rolling Shareholders. The Rolling Shareholders hold, directly or indirectly, or exercise control or direction over, an aggregate of 14,364,446 Shares, which represented approximately 35.6% of the issued and outstanding Shares, in each case, as of the Record Date and have agreed, solely in their capacity as Shareholders and subject to the terms of the applicable Voting Support Agreements, to vote, or cause to be voted, the Shares held by them in favour of the Arrangement Resolution.

Notwithstanding anything to the contrary in the Voting Support Agreements for the Rolling Shareholders, if the Company provides the Rolling Shareholder and the Purchaser with a certificate (which certificate shall be delivered to the Rolling Shareholder and the Purchaser concurrently) executed by the Chair of the Special Committee, in their capacity as such and not in their personal capacity and without personal liability, stating that (A) the Board, after consultation with its financial advisor and legal counsel, determines that an Acquisition Proposal constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal (a “ Qualified Acquisition Proposal ”), (B) the Board is permitted by Article 5 of the Arrangement Agreement to engage or participate in discussions and negotiations with the Rolling Shareholder regarding the Qualified Acquisition Proposal, and (C) the Qualified Acquisition Proposal does not contemplate any equity financing or debt financing from the Rolling Shareholder (other than a rollover or reinvestment of any Subject Securities (as defined in the Voting Support Agreements) or the proceeds thereof, as applicable), then the Rolling Shareholder shall be entitled to (x) deliver to the Board a request to receive information relating solely to the Qualified Acquisition Proposal, including (1) any related financing terms, (2) any terms which would require the consent or agreement of the Rolling Shareholder in connection with the Qualified Acquisition Proposal (including, if applicable, terms of a proposed voting support agreement and rollover or reinvestment agreement, if any, that the Person under such Qualified Acquisition Proposal has proposed), and a description of the expectations (if any) with respect to the Rolling Shareholder and the other Rolling Shareholders, including the rollover or reinvestment required or permitted by the Rolling Shareholder and, if applicable, the proposed governance terms related thereto, and, if applicable, the terms of future employment or other role of the Rolling Shareholder (or its beneficial owner) with the Company or its successor resulting from completion of the transactions contemplated by the Qualified Acquisition Proposal and (3) the views of the Board and the Special Committee with respect thereto, including the views of their respective legal and financial advisors (the “ Permitted Information Request ”), (y) receive a written response to a Permitted Information Request, which response shall, for greater certainty, to the extent that it relates to information referred to in clauses (1) or (2), constitute material documents, correspondence or other material required to be provided to the Purchaser pursuant to Section 5.3 of the Arrangement Agreement, and (z) engage or participate in discussions and negotiations with the Board and the Special Committee and their respective Representatives, the other Rolling Shareholders, and the Rolling Shareholder’s and the other Rolling Shareholders’ respective Representatives with respect to the foregoing, in each case, for the sole purpose of informing the Board and/or the Special Committee, as applicable, as to whether the Rolling Shareholder, in its capacity as a shareholder, would be likely to support and vote in favour of such Qualified Acquisition Proposal, enter into agreements in respect of the Acquisition Proposal, including, for greater certainty, agreements relating to voting support and rollover or reinvestment of any Subject Securities (as defined in the Voting Support Agreements) or the proceeds thereof, and related governance matters and employment terms, if the Board were to determine that such Acquisition Proposal is a Superior Proposal (the discussions and negotiations contemplated by this clause (z), “ Approved Discussions ”); provided that Approved Discussions may only occur if (i) the Qualified Acquisition Proposal did not result from a material breach by the Rolling Shareholder of any of the provisions of the relevant Voting Support Agreement, and (ii) the Company has complied with its notification obligations to the Purchaser pursuant to Sections 5.2 and 5.5 of the Arrangement Agreement.

The Voting Support Agreements of the Rolling Shareholders will terminate, among other things, automatically in the event the Arrangement Agreement is terminated in accordance with its terms.

Rollover Agreements

The Rolling Shareholders have entered into Rollover Agreements with the Purchaser, ExchangeCo and TopCo (in the cases of Murdoch Family Trust and Messrs. Darrell Heaps, W. Neil Murdoch and Beven Gray), or with the Purchaser and TopCo (in the case of the Ten Coves Entities), pursuant to which, among other things, the Rolling Shareholders have agreed to transfer an aggregate of 14,364,446 Shares, being the number of Shares beneficially owned or controlled or directed by the Rolling Shareholders as of the Record Date, to the Purchaser in exchange for either Purchaser Shares (each at an implied value of $6.05 per Share) or a mix of Purchaser Shares and cash at an aggregate implied value of $6.05 per Share, in accordance with the applicable Rollover Agreement, as further detailed in the table below:

Name	Number of Shares	Consideration Mix
Darrell Heaps	2,069,316	80% Purchaser Shares / 20% cash
W. Neil Murdoch	730,391	100% Purchaser Shares
Murdoch Family Trust	837,985	100% Purchaser Shares
Beven Gray	449,918	47% Purchaser Shares / 53% cash
Ten Coves Capital II, LP	6,528,205	100% Purchaser Shares
Ten Coves Capital II Co-Invest, LP	349,170	100% Purchaser Shares
Ten Coves II Q4 Holdings LLC	3,399,461	100% Purchaser Shares

Purchaser Shares will subsequently be exchanged for exchangeable shares of ExchangeCo (in the case of Messrs. Heaps, Murdoch and Grey and Murdoch Family Trust) or units of TopCo (in the case of the Ten Coves Entities). Pursuant to the terms of the Rollover Agreements, following closing of the Arrangement, the Purchaser and the Rolling Shareholders intend to enter into a limited liability company agreement of TopCo.

CERTAIN CANADIAN LEGAL MATTERS

Canadian Securities Law Matters

The Company is a reporting issuer (or its equivalent) in all of the provinces and territories of Canada and, accordingly, is subject to applicable securities Laws of such provinces and territories. Among other things, the securities regulatory authorities in certain of the provinces of Canada have adopted MI 61-101 to regulate transactions which raise the potential for conflicts of interest, including issuer bids, insider bids, related party transactions and business combinations, and to ensure that all securityholders are treated in a manner that is fair and is perceived to be fair in connection with such transactions.

The protections afforded by MI 61-101 apply to, among other transactions, “business combinations” (as defined in MI 61-101). A “business combination”, for an issuer, includes an arrangement as a consequence of which the interest of a holder of an equity security of the issuer may be terminated without the holder’s consent, regardless of whether the equity security is replaced with another security, in circumstances where a person that is a “related party” (as defined in MI 61-101) of the issuer at the time the transaction is agreed to (i) would, as a consequence of the transaction, directly or indirectly acquire the issuer or the business of the issuer, or combine with the issuer, through an amalgamation, arrangement or otherwise, whether alone or with “joint actors” (as defined in MI 61-101), (ii) is a party to any “connected transaction” (as defined in MI 61-101) to the transaction, or (iii) is entitled to receive, directly or indirectly, as a consequence of the transaction, (A) consideration per equity security that is not identical in amount and form to the entitlement of the general body of holders in Canada of securities of the same class or (B) a “collateral benefit” (as defined in MI 61-101).

As discussed below, the Arrangement constitutes a “business combination” for purposes of MI 61-101.

Formal Valuation

Under MI 61-101, an issuer is required to obtain a formal valuation for a “business combination” if, among other things, an “interested party” (as defined in MI 61-101) would, as a consequence of the business combination, directly or indirectly acquire the issuer or the business of the issuer, or combine with the issuer, through an amalgamation, arrangement or otherwise, whether alone or with “joint actors”.

Each of the Rolling Shareholders, other than Beven Gray, is a “related party” of the Company. Each such person is also an “interested party” for purposes of MI 61-101 by virtue of the transactions contemplated by the Rollover Agreements and the Plan of Arrangement and their resulting post-closing equity interest in the Purchaser. See “Key Agreements Relating to the Arrangement – Rollover Agreements”. The Rolling Shareholders will, as a consequence of the Arrangement, directly or indirectly acquire the Company through the Arrangement together with the Purchaser.

As a result, the Special Committee engaged Stifel Canada pursuant to the Stifel Canada Engagement Agreement to, among other things, provide the Board and the Special Committee with the Stifel Formal Valuation and Fairness Opinion.

As described in this Circular, Stifel Canada delivered the Stifel Formal Valuation and Fairness Opinion dated November 12, 2023 which determined that, as at November 12, 2023, based upon and subject to the assumptions made, procedures followed, matters considered, limitations and qualifications set forth therein, the fair market value of the Shares was in the range of $5.50 to $6.80 per Share. See “The Arrangement – Fairness Opinions and Formal Valuation – Stifel Formal Valuation and Fairness Opinion”. A copy of the Stifel Formal Valuation and Fairness Opinion is attached to this Circular as Appendix “D”.

To the knowledge of the directors and officers of the Company, after reasonable enquiry, there have been no prior valuations, as defined in MI 61-101, prepared in respect of the Company within the 24 months preceding the date of this Circular.

Bona Fide Prior Offers

During the 24 months prior to the entering into of the Arrangement Agreement, except as disclosed herein, the Company has not received any bona fide prior offer related to the subject matter of the Arrangement or that is otherwise relevant to the Arrangement.

Minority Approval

Under MI 61-101, an issuer is not permitted to carry out a “business combination” unless it has obtained “minority approval” (as defined in MI 61-101) of every class of “affected securities” (as defined in MI 61-101) of the issuer, in each case, voting

separately as a class in accordance with MI 61-101. In determining whether minority approval of a “business combination” has been obtained, an issuer is required to exclude the votes attached to “affected securities” that, to the knowledge of the issuer or any “interested party” or their respective directors or senior officers, after reasonable inquiry, are beneficially owned or over which control or direction is exercised by, among others, any “interested party” and any “joint actor” of an “interested party”.

The Special Committee has determined that each of the Rolling Shareholders (other than Beven Gray) is an “interested party” in relation to the Arrangement for the reasons discussed above and also because such Rolling Shareholders are entitled to receive directly or indirectly, as a consequence of the Arrangement, consideration per Share that is not identical in form to the entitlement of the general body of holders in Canada of Shares. As a result, in addition to approval of the Special Resolution Vote, the approval of the Arrangement Resolution will require the affirmative vote of a simple majority of the votes cast by Shareholders voting together as a single class, excluding those votes attached to the Shares beneficially owned, or over which control or direction is exercised by, the Rolling Shareholders. Although Beven Gray is not a “related party” of the Company and therefore not an “interested party” in relation to the Arrangement, Mr. Gray may be considered a joint actor with the other Rolling Shareholders. As a result, the Special Committee determined, having regard to the number of Shares beneficially owned, or over which control or direction is exercised, by Beven Gray, to also exclude the votes attached to such Shares from the Minority Approval Vote to ensure that all securityholders are treated in a manner that is fair and perceived to be fair under the Arrangement.

To the knowledge of the directors of the Company, after reasonable inquiry, a total of 14,364,446 Shares, representing approximately 35.6% of the issued and outstanding Shares, are beneficially owned or controlled or directed by the Rolling Shareholders as of the Record Date. As a result, the votes attached to the Shares set forth below will be excluded for the purposes of determining whether the Company has obtained “minority approval” for purposes of MI 61-101 pursuant to the Minority Approval Vote:

Name	Number of Shares	Percentage of Outstanding Shares
Darrell Heaps	2,069,316	5.1%
W. Neil Murdoch	730,391	1.8%
Murdoch Family Trust	837,985	2.1%
Beven Gray	449,918	1.1%
Ten Coves Capital II, LP	6,528,205	16.2%
Ten Coves Capital II Co-Invest, LP	349,170	0.9%
Ten Coves II Q4 Holdings LLC	3,399,461	8.4%

Collateral Benefits

Pursuant to MI 61-101, any related party of the Company at the time the Arrangement was agreed to that is entitled to receive a “collateral benefit”, as defined in MI 61-101, would be considered an “interested party” in the Arrangement. Consequently, the Company would be required to exclude the votes attaching to the Shares beneficially owned, or over which control or direction is exercised by, such persons, from the Minority Approval Vote.

A “collateral benefit”, as defined under MI 61-101, includes any benefit that a “related party” of the Company, which includes the Directors and “senior officers” (as defined under MI 61-101) of the Company, is entitled to receive, directly or indirectly, as a consequence of the Arrangement, including, without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities, or other enhancement in benefits related to past or future services as an employee, director or consultant of the Company or another person. MI 61-101 excludes from the meaning of collateral benefit certain benefits to a related party received solely in connection with the related party’s services as an employee, director or consultant of an issuer or an affiliated entity of the issuer or a successor to the business of the issuer where, among other things, (a) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the Arrangement, (b) the conferring of the benefit is not, by its terms, conditional on the related party supporting the Arrangement in any manner, (c) full particulars of the benefit are disclosed in this Circular, and (d) (i) at the time the Arrangement was agreed to, the related party and its associated entities beneficially own or exercise control or direction, over less than 1% of the outstanding shares of the issuer, or (ii) (A) the related party discloses to an independent committee of the issuer the amount of consideration that the related party expects to be beneficially entitled to receive, under the terms of the

transaction, in exchange for the equity securities the related party beneficially owns, (B) an independent committee, acting in good faith, determines that the value of the collateral benefit, net of any offsetting costs to the related party, is less than 5% of the value of the consideration the related party expects to receive under the terms of the Arrangement and (C) this determination is disclosed in this Circular.

Certain of the senior officers of the Company hold Options, PSUs and RSUs and certain of the directors of the Company hold Options, DSUs, PSUs and RSUs. If the Arrangement is completed, the vesting of all Options, DSUs, PSUs and RSUs is to be accelerated in accordance with their terms, and such senior officers and directors holding in-the-money Options, DSUs, PSUs or RSUs (as applicable) will be entitled to receive cash payments in respect thereof at the Effective Time. See “Information Concerning the Company – Ownership of Securities of the Company”. Subject to the exclusions set out above, the cash payments in respect of the in-the-money Options, DSUs, PSUs and RSUs may be considered to be “collateral benefits” received by the applicable senior officers and directors of the Company for the purposes of MI 61-101.

As at the date of the Arrangement Agreement, no senior officer or director of the Company holding Options, DSUs, PSUs or RSUs (as applicable), other than Messrs. Heaps and Murdoch, nor any associated entities of any of the foregoing persons, beneficially owns or exercises control or direction over, 1% or more of the Shares. As a result, the benefit to be received by such senior officers and directors holding Options, DSUs, PSUs or RSUs (as applicable) does not constitute a “collateral benefit” for the purposes of MI 61-101. Since the vote attached to Shares owned or controlled by the Rolling Shareholders will be excluded from the Minority Approval Vote as a result of them being deemed to acquire the Company under MI 61-101, it is not necessary to consider any collateral benefits they may receive.

Stock Exchange Delisting and Reporting Issuer Status

The Shares are currently listed and posted for trading on the TSX under the symbol “QFOR”. Pursuant to the Arrangement, the Company will become a wholly owned subsidiary of the Purchaser. The Company expects that the Shares will be delisted from the TSX following the Effective Date and that an application will be made to the applicable Canadian securities regulators to have the Company cease to be a reporting issuer.

Effects on the Company if the Arrangement is Not Completed

If the Arrangement Resolution is not approved by Shareholders or if the Arrangement is not completed for any other reason, Shareholders will not receive any payment for any of their Shares in connection with the Arrangement and the Company will remain a reporting issuer and the Shares will continue to be listed on the TSX. See “Risk Factors – Risk Factors Relating to the Arrangement”.

RISK FACTORS

Shareholders should carefully consider the following risk factors in evaluating whether to approve the Arrangement. These risk factors should be considered in conjunction with the other information included in this Circular, including certain sections of documents publicly filed.

Risks Relating to Q4

If the Arrangement is not completed, Q4 will continue to face the risks that it currently faces with respect to its affairs, business and operations and future prospects. Such risk factors are set forth and described in the Company’s annual financial statements, management’s discussion and analysis and annual information form for the year ended December 31, 2022 and its financial statements and management’s discussion and analysis for the interim period ended September 30, 2023, which have been filed on SEDAR+ at www.sedarplus.ca.

Risk Factors Relating to the Arrangement

There can be no certainty that all conditions to the Arrangement will be satisfied or waived. Failure to complete the Arrangement could negatively impact the price of the Shares or otherwise adversely affect the business of the Company.

The completion of the Arrangement is subject to a number of conditions, certain of which are outside the control of the Company, including the approval by the Shareholders of the Arrangement Resolution and receipt of the Final Order. There can be no certainty, nor can the Company provide any assurance, that these conditions will be satisfied or waived or, if satisfied or waived, when they will be satisfied or waived.

If the Arrangement is not completed, the market price of the Shares may decline to the extent that the market price reflects a market assumption that the Arrangement will be completed. If the Arrangement is not completed and the Board decides to seek another merger or business combination, there can be no assurance that it will be able to find a party willing to pay an equivalent or more attractive price than the Consideration to be paid pursuant to the Arrangement.

Certain costs related to the Arrangement, such as legal, accounting and certain financial advisor fees, must be paid by the Company even if the Arrangement is not completed.

In addition, since the completion of the Arrangement is subject to uncertainty, officers and employees of the Company may experience uncertainty about their future roles with the Company. This may adversely affect the Company’s ability to attract or to retain key management and personnel in the period until the Arrangement is completed or terminated.

The Required Shareholder Approval may not be obtained.

There can be no certainty, nor can the Company provide any assurance, that the Required Shareholder Approval for the Arrangement Resolution will be obtained. The requisite approval for the Arrangement Resolution is the affirmative vote of (i) at least 66⅔% of the votes cast by Shareholders voting together as a single class, and (ii) a simple majority of the votes cast by Shareholders voting together as a single class, excluding those votes attached to the Shares beneficially owned, or over which control or direction is exercised by, the Rolling Shareholders, and any other votes required to be excluded pursuant to MI 61101, in each case present virtually or represented by proxy at the Meeting. If the Required Shareholder Approval is not obtained and the Arrangement is not completed, it could have a material adverse effect on the business, operating results or prospects of the Company.

The Arrangement Agreement may be terminated in certain circumstances and the Company may become liable to pay the Termination Fee.

Each of the Company and the Purchaser has the right to terminate the Arrangement Agreement in certain circumstances. Accordingly, there is no certainty, nor can the Company provide any assurance, that the Arrangement Agreement will not be terminated by either the Company or the Purchaser before the completion of the Arrangement. For example, the Purchaser has the right to terminate the Arrangement Agreement if a Material Adverse Effect has occurred. Although a Material Adverse Effect excludes certain events that are beyond the control of the Company (including, but not limited, to changes in general economic, business, banking, regulatory, currency exchange, interest rate, rates of inflation or market conditions or in national or global financial or capital markets), there is no assurance that a Material Adverse Effect will not occur before the Effective

Time, in which case the Purchaser could elect to terminate the Arrangement Agreement and the Arrangement would not proceed.

If the Arrangement Agreement is terminated under certain circumstances, the Company may be required to pay the Termination Fee to the Purchaser. Moreover, if the Company is required to pay the Termination Fee under the Arrangement Agreement and the Company does not enter into or complete an alternative transaction, the financial condition of the Company may be materially adversely affected. Even if the Arrangement Agreement is terminated without payment of the Termination Fee, the Company may, in the future, be required to pay the Termination Fee in certain circumstances. See “Key Agreements Relating to the Arrangement – Arrangement Agreement – Termination of the Arrangement Agreement”.

The Termination Fee provided under the Arrangement Agreement if the Arrangement Agreement is terminated in certain circumstances may discourage other parties from attempting to acquire the Company.

Under the Arrangement Agreement, the Company is required to pay the Termination Fee in the event that the Arrangement Agreement is terminated in certain circumstances, including circumstances related to a possible alternative transaction to the Arrangement. While the Board has determined that the Termination Fee is reasonable, the Termination Fee may nevertheless discourage other parties from attempting to acquire the Shares, even if those parties would otherwise be willing to offer greater value than that offered under the Arrangement. See “Key Agreements Relating to the Arrangement – Arrangement Agreement – Termination of the Arrangement Agreement – Termination Fees and Expenses”.

If the Company is unable to complete the Arrangement or if completion of the Arrangement is delayed, there could be an adverse effect on the Company’s business, financial condition, operating results and the price of its Shares.

The completion of the Arrangement is subject to the satisfaction of certain closing conditions, including the approval by Shareholders of the Arrangement Resolution and receipt of the Final Order. A substantial delay in obtaining satisfactory approvals, and/or the imposition of unfavourable terms or conditions in the approvals to be obtained, could have an adverse effect on the business, financial condition or results of operations of the Company or could result in the termination of the Arrangement Agreement. If, among other things, (a) Shareholders choose not to approve the Arrangement Resolution, (b) the Company otherwise fails to satisfy, or fails to obtain a waiver of the satisfaction of, the closing conditions to the transaction and the Arrangement is not completed, (c) a Material Adverse Effect has occurred that results in the termination of the Arrangement Agreement, or (d) any Law results in enjoining the transactions contemplated by the Arrangement, the Company could be subject to various adverse consequences, including that the Company would remain liable for significant costs relating to the Arrangement, including, among others, certain legal, accounting, financial advisory and printing expenses. In addition, in certain circumstances, the Company may also be required to pay to the Purchaser the Expenses Reimbursement Payment.

While the Arrangement is pending, the Company is restricted from taking certain actions.

Under the Arrangement Agreement, the Company must generally conduct its business in the ordinary course, and before the completion of the Arrangement or termination of the Arrangement Agreement, the Company is restricted from taking certain specified actions without the consent of the Purchaser. See “Key Agreements Relating to the Arrangement – Arrangement Agreement – Covenants – Conduct of Business of the Company”.

Uncertainty surrounding completion of the Arrangement may impact the Company’s existing business relationships and its ability to attract and retain key personnel.

As the Arrangement is dependent upon satisfaction of a number of conditions precedent, its completion is uncertain. In response to this uncertainty, the entities that do business with the Company, including its customers and suppliers, may delay or defer decisions concerning the Company. Any delay or deferral of those decisions by such entities could adversely affect the operations or prospects of the Company, regardless of whether the Arrangement is ultimately completed.

Uncertainty from the Arrangement may also adversely affect the Company’s ability to attract or retain key personnel. In the event the Arrangement Agreement is terminated, the Company’s relationships with future, prospective and current employees, customers, distributors, suppliers, partners and other stakeholders may be adversely affected, which could in turn adversely affect the business, financial condition or results of operations of the Company.

Shareholders (other than the Rolling Shareholders) will no longer hold an interest in the Company following the Arrangement.

Following the Arrangement, each Shareholder will cease to hold such Shareholder’s Shares and to have any rights as a holder of such Shares other than the right to be paid the Consideration by the Purchaser or, in respect of Rollover Shares, to receive the Rollover Consideration, as applicable, or in the case of Shareholders who have validly exercised Dissent Rights, be paid the fair value of such Shareholder’s Shares, in each case in accordance with the Plan of Arrangement. After the Effective Time, the sole shareholder of the Company will be the Purchaser. Management expects that the Purchaser will operate the Company in a way that seeks to enhance the value of the Company. In the event such value is enhanced, the Purchaser and the Company, and not the larger group of Shareholders (with the exception of the Rolling Shareholders who will continue to have an indirect interest in the Company) that existed prior to the Effective Time, will benefit and such larger group of Shareholders will forego any increase in value that might result from future growth and the potential achievements of the Company’s business going forward.

The Company’s directors and officers may have interests in the Arrangement that are different from those of Shareholders.

In considering the recommendation of the Board to vote FOR the Arrangement Resolution, Shareholders should be aware that certain directors and officers of the Company have interests in connection with the Arrangement as described herein that may be in addition to, or separate from, those of Shareholders generally in connection with the Arrangement. See “The Arrangement — Interests of Certain Persons in the Arrangement” and “Certain Canadian Legal Matters — Canadian Securities Law Matters”.

The Board established a Special Committee comprised of independent directors as a procedural safeguard to evaluate the Arrangement and advise the full Board with respect to the Arrangement. The unanimous recommendation of the Board (with conflicted directors abstaining) was based, in part, on the unanimous recommendation of the Special Committee that the Arrangement is fair and reasonable to the Shareholders (other than the Rolling Shareholders) and in the best interests of the Company.

The Arrangement may divert the attention of the Company’s management.

The Arrangement could cause the attention of Management to be diverted from the day-to-day operations of the Company. These disruptions could be exacerbated by any delay in the completion of the Arrangement and could have an adverse effect on the business, operating results or prospects of the Company.

The conditions set forth in the Equity Commitment and Limited Guarantee may not be satisfied or events may occur preventing such equity financing from being consummated.

Although the Arrangement Agreement does not contain a financing condition, there is a risk that the conditions set forth in the Equity Commitment and Limited Guarantee may not be satisfied or that other events may arise which could prevent the Purchaser from consummating the equity financing. Since the Purchaser is a special purpose entity with limited assets, if the Purchaser is unable to consummate such financing, the Company expects that the Purchaser will be unable to fund the Consideration required to complete the Arrangement. In the event the Arrangement cannot be completed due to the failure of the Purchaser to fund the Consideration, the Purchaser will, subject to limited exceptions, be obligated to pay the Reverse Termination Fee and the Shareholders will not receive the Consideration. In the event that there is a wilful breach by the Purchaser of the Arrangement Agreement, its liability will not exceed $30,000,000.

The Arrangement is a taxable transaction.

The Arrangement is generally a taxable transaction for Canadian federal income tax purposes (and may also be a taxable transaction under other applicable tax Laws) and, as a result, Shareholders will generally be required to pay taxes on gains, if any, that result from the receipt of the Consideration under the Arrangement. Shareholders are advised to consult with their own tax advisors to determine the tax consequences of the Arrangement to them. See “Certain Canadian Federal Income Tax Considerations”.

INFORMATION CONCERNING THE COMPANY

The Company

Initially founded in 2005, Q4 Inc. was formed by way of an amalgamation of Q4 Web Systems Inc. and 1955312 Ontario Inc. on May 13, 2016 pursuant to the OBCA, with the amalgamated company’s name being “Q4 Inc.”.

Q4 is a reporting issuer in all Canadian provinces and territories and, accordingly, is subject to the informational reporting requirements under the securities laws of each such jurisdiction. The principal and head office of Q4 is located at 99 Spadina Avenue, Suite 500, Toronto, Ontario M5V 3P8.

Description of Share Capital

The authorized capital of Q4 consists of an unlimited number of Shares and an unlimited number of preferred shares (the “ Preferred Shares ”) issuable in one or more series. The following is a summary of the rights, privileges, restrictions and conditions attaching to the securities of Q4, which comprise the share capital of Q4.

Holders of Shares are entitled to one vote per Share at meetings of Shareholders, to receive dividends if, as and when declared by the Board and to receive pro rata the remaining property and assets of Q4 upon its dissolution or winding-up, subject to the rights of shares having priority over the Shares.

As of the Record Date, there were 40,295,248 Shares outstanding.

Preferred shares

Each series of Preferred Shares shall consist of such number of shares and having such rights, privileges, restrictions and conditions as may be determined by the Board prior to the issuance. Holders of Preferred Shares, except as required by law, will not be entitled to receive notice of, attend or vote at meetings of Shareholders. With respect to the payment of dividends, each series of Preferred Shares, if and when issued, will, rank pari passu with the Preferred Shares of every other series and be entitled to preference over the common shares and any other shares ranking junior to the preferred shares with respect to payment of dividends. In the event of the Company’s liquidation, dissolution or winding-up, whether voluntary or involuntary, the holders of preferred shares will be entitled to preference with respect to distribution of the Company’s property or assets over the common shares and any other of the Company’s shares ranking junior to the preferred shares with respect to the repayment of capital paid up on and the payment of unpaid dividends accrued on the preferred shares.

As of the Record Date, there were no Preferred Shares issued and outstanding.

Trading in Shares

The Shares are currently listed and posted for trading on the TSX under the symbol “QFOR”. The Company expects that the Shares will be delisted from the TSX following the Effective Date. See “Certain Canadian Legal Matters – Stock Exchange Delisting and Reporting Issuer Status”.

The following table shows the monthly range of high and low prices per Share and total monthly volumes traded on the TSX for the 12-month period prior to the date of this Circular:

Month	High ($)	Low($)	Volume
December 2022	3.54	1.88	339,847
January 2023	3.14	1.99	146,189
February 2023	2.75	2.42	111,871
March 2023	4.45	2.20	250,312
April 2023	4.20	3.51	111,314
May 2023	3.80	3.00	129,823
June 2023	3.49	3.24	97,075
July 2023	4.24	3.05	115,044

Month	High ($)	Low($)	Volume
August 2023	4.45	3.60	195,846
September 2023	4.36	3.84	186,616
October 2023	4.30	3.59	126,987
November 2023	6.04	4.00	785,650
December 1-21, 2023	6.06	5.97	395,965

On November 10, 2023, the last trading day before the announcement of the Arrangement, the closing price of the Shares on the TSX was $4.44. On December 21, 2023, the last trading day prior to the date of this Circular, the closing price of the Shares on the TSX was $5.99.

Interest of Informed Persons in Material Transactions

To the knowledge of the Company, other than as disclosed in this Circular or in other continuous disclosure documents made available under the Company’s profile on SEDAR+ at www.sedarplus.ca, no director or executive officer of the Company or a person or company that beneficially owns or controls or directs, directly or indirectly, more than 10% of the voting rights attached to any class of outstanding voting securities of the Company, or an associate or affiliate thereof, has had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in the Arrangement or any other proposed transaction which has materially affected or would materially affect the Company or any of its Subsidiaries.

Ownership of Securities of the Company

As of the close of business on the Record Date, to the knowledge of the Company, the directors and executive officers of the Company together with their associates and affiliates and the Ten Coves Entities, as a group, beneficially owned, directly or indirectly, or exercised control or direction over 14,473,405 Shares, representing 35.9% of the issued and outstanding Shares.

Certain directors and executive officers of the Company own Options, DSUs, RSUs and/or PSUs, in each case as set out in the table below. Pursuant to the Arrangement, each holder of Options, DSUs and/or RSUs will receive consideration from the Company for the transfer of such holder’s Options, DSUs, RSUs and/or PSUs, as applicable, in accordance with the terms of the Plan of Arrangement. See “The Arrangement – Implementation and Particulars of the Arrangement”.

The following table sets out the names and positions of the directors, officers and other insiders of the Company as of the Record Date, the number of Shares, Options, DSUs and RSUs and, where applicable, percentage of the outstanding Shares of any class of Shares of the Company beneficially owned, or over which control or direction was exercised, by each of them and, where known after reasonable inquiry, by their respective associates or affiliates, as of such date and the consideration to be received for such Shares, Options, DSUs and RSUs pursuant to the Arrangement.

Name	Shares (#) (%)	Shares (#) (%)	Estimated amount of consideration to be received in respect of Shares(1)(2)(3)	Options	DSUs	PSUs	RSUs	Estimated amount of consideration to be received in respect of Options, DSUs, PSUs and RSUs (as applicable)(4)	Total estimated amount of consideration to be received (before applicable withholdings)
Darrell F. Heaps
President, Chief Executive	2,069,316	5.1%	$12,519,361.80	226,852	-	95,732	59,644	$2,029,157.48	$14,548,519.28
Officer and Director
Colleen Johnston Director	122,727	0.3%	$742,498.35	40,509	4,487	-	-	$174,761.15	$917,259.50
Julie Silcock Director	42,524	0.1%	$257,270.20	-	5,262	-	21,047	$159,169.45	$416,439.65
Daniel Kittredge(5)
Director	-	-	-	-	-	-	-	-	-

Name	Shares (#) (%)	Shares (#) (%)	Estimated amount of consideration to be received in respect of Shares(1)(2)(3)	Options	DSUs	PSUs	RSUs	Estimated amount of consideration to be received in respect of Options, DSUs, PSUs and RSUs (as applicable)(4)	Total estimated amount of consideration to be received (before applicable withholdings)
Ned May(5)
Director	-	-	-	-	-	-	-	-	-
W. Neil Murdoch Director	1,568,376(6)	3.9%	$9,488,674.80	-	3,846	-	-	$23,268.30	$9,511,943.10
Keith Reed Chief Operating Officer	-	-	-	-	-	-	74,065	$448,093.25	$448,093.25
Donna De Winter Chief Financial Officer	168,431	0.4%	$1,019,007.55	129,305	-	54,211	33,671	$1,096,619.65	$2,115,627.20
Warren Faleiro Chief Technology Officer	105,614	0.3%	$638,964.70	197,037	-	52,781	33,041	$1,335,350.35	$1,974,315.05
Dorothy Arturi Chief People Officer	115,601	0.3%	$699,386.05	63,888	-	46,335	30,202	$720,994.06	$1,420,380.11
Kenneth Szeto General Counsel	3,980	0.0%	$24,079.00	66,666	-	38,218	25,383	$639,627.95	$663,706.95
Tim Stahl Chief Revenue Officer	-	-	-	-	-	-	50,000	$302,500.00	$302,500.00
Ten Coves Entities(7) Insider	10,276,836	25.5%	$62,174,857.80	-	-	-	-	-	$62,174,857.80

Notes:

(1) The estimated consideration to be received by Rolling Shareholders, other than Mr. Heaps, was calculated based on the implied value of $6.05 per Rollover Share.

(2) The estimated consideration to be received by the directors and executive officers, other than the Rolling Shareholders, was calculated based on the Consideration amount of $6.05 per Share.

(3) The estimated consideration to be received by Mr. Heaps was calculated based on the aggregate implied value of $6.05 per Rollover Share.

(4) The estimated consideration to be received by holders of Incentive Units was calculated based on (i) in the case of any DSUs, PSUs or RSUs, the cash payment equal to the Consideration, and (ii) in the case of any Options, the cash payment equal to the amount by which the Consideration exceeds the exercise of such Option.

(5) Mr. Kittredge and Mr. May are members of the investment committees of the Ten Coves Entities. Ten Coves Capital II GP, LLC is the general partner of each of the Ten Coves Entities. Investment and voting decisions with respect to shares held by the Ten Coves Entities are directed by Ten Coves Capital II GP, LLC’s Investment Committee.

(6) The amount comprises an aggregate of 730,391 Shares held by Mr. Murdoch and 837,985 Shares held by Murdoch Family Trust, of which Mr. Murdoch is a trustee and has voting control or direction over the Shares.

(7) Based on public filings and represents shares held in the aggregate by the Ten Coves Entities.

Commitments to Acquire Securities of the Company

Except as otherwise disclosed in this Circular, there are no agreements, commitments or understandings to acquire securities of the Company by (a) the Company, (b) any directors or officers of the Company or (c) to the knowledge of the directors and officers of the Company, after reasonable enquiry, by any insider of the Company (other than a director or officer) or any associate or affiliate of such insider or any associate or affiliate of the Company or any person or company acting jointly or in concert with the Company.

Material Changes in the Affairs of the Company and Other Benefits

Except as publicly disclosed or otherwise described in this Circular, the directors and officers of the Company are not aware of any plans or proposals for material changes in the affairs of the Company. See “Certain Canadian Legal Matters – Stock Exchange Delisting and Reporting Issuer Status”.

Except as disclosed elsewhere in this Circular, the directors and officers of the Company are not aware of any specific benefit, direct or indirect, as a result of the material changes or subsequent transactions contemplated in this Circular. See “Certain Canadian Legal Matters – Collateral Benefits”.

Arrangements between the Company and Security Holders

Except as disclosed elsewhere in this Circular, the Company has not made and is not proposing to make any agreement, commitment or understanding to a security holder of the Company relating to the Arrangement. See “Key Agreements Relating to the Arrangement”.

Previous Purchases and Sales by the Company

No Shares of the Company have been purchased or sold by the Company during the 12-month period prior to the date of this Circular, other than (i) pursuant to the exercise of Options, DSUs, RSUs and PSUs, and (ii) the repurchase of Shares for cancellation pursuant to the Company’s normal course issuer bid program:

Month of Transaction	Nature of Transaction	Number of Shares Repurchased	Average Price per Share	Aggregate Purchase Price
December 2022	Normal Course Issuer Bid	247,700	$2.30	$570,673.03
July 2023	Normal Course Issuer Bid	2,900	$3.05	$8,845.00

Previous Distributions

Except as disclosed below, no Shares were distributed during the five-year period preceding the date of this Circular. As part of the pre-closing capital changes that were completed in connection with the Company’s initial public offering (the “ Pre-IPO Capital Changes ”), the Company carried out a number of consolidation and amendment transactions. The figures in the following table reflect such Pre-IPO Capital Changes.

Date	Type of Security	Number of Securities	Issuance / Exercise Price per Security	Aggregate Proceeds to the Company
December 8, 2023	Shares(1)	673	$6.01	-
December 6, 2023	Shares(2)	12,222	$1.68(4)	$20,545.18
December 6, 2023	Shares(2)	6,673	$3.16(4)	$21,066.66
December 5, 2023	Shares(1)	3,457	$5.98	-
December 1, 2023	Shares(2)	18,222	$1.48(4)	$26,913.89
December 1, 2023	Shares(1)	1,236	$5.98	-
November 30, 2023	Shares(2)	18,888	$1.58	$29,748.60
November 29, 2023	Shares(2)	101	$2.41(4)	$243.01
November 28, 2023	Shares(2)	4,000	$1.48(4)	$5,908.00
November 20, 2023	Shares(2)	833	$2.41(4)	$2,004.20
November 20, 2023	Shares(1)	411	$5.96	-
November 16, 2023	Shares(2)	222	$1.68(4)	$372.29
November 16, 2023	Shares(2)	92	$2.22(4)	$204.06
November 15, 2023	Shares(2)	28,078	$2.27(4)	$63,821.29
November 10, 2023	Shares(1)	17,258	$4.12	-
November 9, 2023	Shares(1)	675	$4.23	-
October 31, 2023	Shares(1)	1,097	$4.05	-
October 27, 2023	Shares(1)	666	$4.11	-
October 19, 2023	Shares(1)	862	$4.15	-
October 12, 2023	Shares(1)	323	$4.10	-
October 5, 2023	Shares(1)	724	$3.86	-
October 4, 2023	Shares(2)	111	$1.68(4)	$186.59
October 4, 2023	Shares(3)	4,487	$3.92	-
October 3, 2023	Shares(3)	9,108	$3.92	-
September 25, 2023	Shares(2)	111	$1.45(4)	$160.73
September 25, 2023	Shares(2)	101	$2.27(4)	$229.57
September 25, 2023	Shares(2)	296	$3.16(4)	$934.47

Date	Type of Security	Number of Securities	Issuance / Exercise Price per Security	Aggregate Proceeds to the Company
September 21, 2023	Shares(1)	289	$4.05	-
September 20, 2023	Shares(2)	6,482	$1.68(4)	$10,870.31
September 14, 2023	Shares(1)	971	$4.02	-
September 7, 2023	Shares(2)	10,000	$1.58	$15,750.00
September 7, 2023	Shares(1)	2,374	$4.19	-
September 6, 2023	Shares(1)	289	$4.16	-
August 31, 2023	Shares(2)	10,000	$1.58	$15,750.00
August 31, 2023	Shares(2)	98	$1.91(4)	$186.98
August 31, 2023	Shares(2)	268	$3.16(4)	$846.08
August 25, 2023	Shares(2)	189	$2.41(4)	$454.73
August 25, 2023	Shares(1)	1,025	$3.98	-
August 24, 2023	Shares(1)	310	$4.00	-
August 21, 2023	Shares(1)	1,071	$4.09	-
August 17, 2023	Shares(1)	1,737	$3.93	-
August 16, 2023	Shares(2)	10,000	$1.58	$15,750.00
August 15, 2023	Shares(2)	10,000	$1.58	$15,750.00
August 15, 2023	Shares(2)	3,587	$3.32(4)	$11,908.84
August 14, 2023	Shares(2)	10,000	$1.58	$15,750.00
August 11, 2023	Shares(2)	10,000	$1.58	$15,750.00
August 10, 2023	Shares(1)	2,397	$4.25	-
August 4, 2023	Shares(1)	1,004	$4.20	-
July 27, 2023	Shares(1)	390	$4.01	-
July 20, 2023	Shares(1)	1,063	$3.56	-
July 17, 2023	Shares(1)	588	$3.57	-
July 6, 2023	Shares(1)	7,630	$3.30	-
July 6, 2023	Shares(3)	4,487	$3.30	-
July 5, 2023	Shares(2)	222	$1.68(4)	$372.29
July 5, 2023	Shares(2)	360	$2.41(4)	$866.16
July 5, 2023	Shares(2)	5,657	$3.16(4)	$17,859.15
July 5, 2023	Shares(3)	9,109	$3.30	-
June 29, 2023	Shares(2)	111	$1.43(4)	$158.95
June 29, 2023	Shares(2)	444	$1.68(4)	$746.36
June 29, 2023	Shares(1)	550	$3.28	-
June 28, 2023	Shares(2)	111	$1.48(4)	$164.06
June 28, 2023	Shares(2)	379	$2.41(4)	$911.87
June 28, 2023	Shares(2)	536	$3.16(4)	$1,692.15
June 22, 2023	Shares(1)	3,326	$3.40	-
June 20, 2023	Shares(1)	3,290	$3.35	-
June 8, 2023	Shares(1)	2,225	$3.43	-
June 5, 2023	Shares(3)	4,487	$3.36	-
June 2, 2023	Shares(3)	9,108	$3.36	-
June 1, 2023	Shares(1)	1,500	$3.31	-
May 31, 2023	Shares(2)	10,000	$1.58	$15,750.00
May 31, 2023	Shares(2)	111	$1.68(4)	$186.15
May 30, 2023	Shares(2)	444	$1.43(4)	$635.81
May 30, 2023	Shares(2)	444	$1.48(4)	$656.23
May 30, 2023	Shares(2)	444	$1.68(4)	$746.36
May 30, 2023	Shares(2)	8,758	$1.68(4)	$14,687.17
May 26, 2023	Shares(1)	259	$3.41	-
May 18, 2023	Shares(1)	7,278	$3.16	-
May 11, 2023	Shares(1)	9,435	$3.30	-
May 4, 2023	Shares(1)	4,004	$3.78	-
April 27, 2023	Shares(1)	1,668	$3.74	-
April 20, 2023	Shares(1)	444	$3.90	-
April 19, 2023	Shares(1)	215	$3.86	-
April 13, 2023	Shares(1)	3,950	$3.82	-
April 10, 2023	Shares(1)	2,927	$3.90	-
April 5, 2023	Shares(1)	18,092	$4.10	-
March 31, 2023	Shares(2)	8,680	$3.32(4)	$28,817.60

Date	Type of Security	Number of Securities	Issuance / Exercise Price per Security	Aggregate Proceeds to the Company
March 30, 2023	Shares(1)	3,445	$3.20	-
March 23, 2023	Shares(2)	111	$1.43(4)	$158.95
March 23, 2023	Shares(2)	434	$1.68(4)	$729.55
March 23, 2023	Shares(2)	4,270	$1.68(4)	$7,160.79
March 16, 2023	Shares(1)	3,689	$3.05	-
March 10, 2023	Shares(2)	9,374	$2.22(4)	$20,791.53
March 9, 2023	Shares(1)	1,144	$2.52	-
March 2, 2023	Shares(1)	512	$2.58	-
February 24, 2023	Shares(1)	2,722	$2.70	-
February 22, 2023	Shares(1)	386	$2.60	-
February 17, 2023	Shares(1)	1,347	$2.65	-
February 16, 2023	Shares(1)	2,683	$2.63	-
February 9, 2023	Shares(1)	1,277	$2.45	-
February 3, 2023	Shares(1)	1,115	$2.35	-
January 26, 2023	Shares(1)	216	$2.21	-
January 19, 2023	Shares(1)	2,353	$2.30	-
January 16, 2023	Shares(2)	28,471	$1.68(4)	$47,745.87
January 16, 2023	Shares(2)	15,740	$2.41(4)	$37,870.44
January 12, 2023	Shares(1)	990	$2.46	-
January 6, 2023	Shares(1)	2,635	$3.07	-
January 6, 2023	Shares(1)	68,012	$3.21	-
January 6, 2023	Shares(3)	8,106	$3.21	-
January 4, 2023	Shares(1)	9,758	$3.21	-
January 4, 2023	Shares(3)	3,341	$3.21	-
December 22, 2022	Shares(1)	475	$2.41	-
December 15, 2022	Shares(1)	661	$1.98	-
December 8, 2022	Shares(1)	448	$2.19	-
December 6, 2022	Shares(2)	55,023	$1.91(4)	$104,983.88
December 5, 2022	Shares(1)	457	$2.64	-
December 1, 2022	Shares(1)	557	$2.70	-
November 29, 2022	Shares(2)	17,592	$1.68(4)	$29,501.78
November 24, 2022	Shares(1)	155	$2.84	-
November 17, 2022	Shares(2)	108	$1.68(4)	$181.55
November 17, 2022	Shares(2)	4,083	$1.91(4)	$7,790.36
November 17, 2022	Shares(1)	622	$3.00	-
November 10, 2022	Shares(2)	300	$1.49(4)	$447.90
November 10, 2022	Shares(1)	194	$3.01	-
October 5, 2022	Shares(3)	8,107	$4.13	-
October 4, 2022	Shares(3)	3,340	$4.13	-
October 3, 2022	Shares(2)	1,600	$1.49(4)	$2,388.80
September 29, 2022	Shares(2)	8,100	$1.49(4)	$12,093.30
September 27, 2022	Shares(2)	14,351	$2.41(4)	$34,528.51
September 26, 2022	Shares(2)	3,388	$1.49(4)	$5,058.28
September 22, 2022	Shares(2)	500	$1.49(4)	$746.50
September 20, 2022	Shares(2)	189	$1.68(4)	$316.95
September 20, 2022	Shares(2)	296	$2.41(4)	$712.18
September 20, 2022	Shares(2)	4,134	$3.16(4)	$13,051.04
September 19, 2022	Shares(2)	5,000	$1.49(4)	$7,465.00
September 15, 2022	Shares(2)	10,000	$1.49(4)	$14,930.00
September 14, 2022	Shares(2)	5,000	$1.49(4)	$7,465.00
September 13, 2022	Shares(2)	5,000	$1.49(4)	$7,465.00
September 9, 2022	Shares(2)	10,000	$1.49(4)	$14,930.00
September 2, 2022	Shares(2)	111	$1.45(4)	$160.73
August 23, 2022	Shares(2)	7,407	$1.45(4)	$10,725.34
August 23, 2022	Shares(2)	49,953	$1.68(4)	$83,970.99
August 10, 2022	Shares(2)	50	$2.22(4)	$110.90
August 10, 2022	Shares(2)	148	$3.16(4)	$467.24
August 8, 2022	Shares(2)	129	$2.41(4)	$310.37
July 12, 2022	Shares(2)	111	$1.43(4)	$158.95

Date	Type of Security	Number of Securities	Issuance / Exercise Price per Security	Aggregate Proceeds to the Company
July 12, 2022	Shares(2)	3,471	$1.91(4)	$6,622.67
July 7, 2022	Shares(3)	8,107	$4.10	-
July 6, 2022	Shares(3)	3,341	$4.10	-
July 5, 2022	Shares(2)	78	$1.68(4)	$130.81
June 27, 2022	Shares(2)	4,444	$1.43(4)	$6,363.81
June 24, 2022	Shares(3)	8,107	$4.40	-
June 22, 2022	Shares(3)	3,341	$4.40	-
June 20, 2022	Shares(2)	4,166	$3.32(4)	$13,831.12
June 15, 2022	Shares(6)	2,406	$4.53(4)	-
June 15, 2022	Shares(2)	741	$1.01	$750.63
June 13, 2022	Shares(2)	222	$1.43(4)	$317.90
June 13, 2022	Shares(2)	444	$1.48(4)	$656.23
June 13, 2022	Shares(2)	7,615	$1.68(4)	$12,770.36
June 7, 2022	Shares(6)	205,356	$4.65(4)	$954,311.65
June 3, 2022	Shares(6)	17,319	$4.63	$80,101.55
May 24, 2022	Shares(2)	90	$1.68(4)	$151.29
May 24, 2022	Shares(2)	240	$2.41(4)	$577.44
May 19, 2022	Shares(2)	4,861	$2.27(4)	$11,049.05
May 11, 2022	Shares(2)	27,083	$3.16(4)	$85,501.03
May 9, 2022	Shares(2)	69	$1.91(4)	$131.65
May 6, 2022	Shares(2)	1,137	$1.68(4)	$1,911.30
May 6, 2022	Shares(2)	6,925	$1.68(4)	$11,613.23
May 6, 2022	Shares(2)	3,240	$2.41(4)	$7,795.44
April 15, 2022	Shares(2)	3,472	$1.68(4)	$5,836.43
April 15, 2022	Shares(2)	694	$2.41(4)	$1,669.76
February 25, 2022	Shares(2)	222	$1.43(4)	$317.90
February 25, 2022	Shares(2)	888	$1.48(4)	$1,312.46
February 25, 2022	Shares(2)	120	$3.16(4)	$378.84
February 9, 2022	Shares(2)	1,388	$3.32(4)	$4,608.16
February 1, 2022	Shares(2)	120	$1.91(4)	$228.96
January 31, 2022	Shares(2)	175	$1.68(4)	$294.18
January 31, 2022	Shares(2)	46	$2.41(4)	$110.68
January 31, 2022	Shares(2)	111	$3.16(4)	$350.43
December 22, 2021	Shares(2)	157	$1.68(4)	$263.92
December 22, 2021	Shares(2)	3,138	$1.68(4)	$5,262.43
December 22, 2021	Shares(2)	2,430	$2.41(4)	$5,846.58
December 10, 2021	Shares(2)	48	$1.91(4)	$91.58
December 7, 2021	Shares(2)	5,777	$1.68(4)	$9,688.03
December 7, 2021	Shares(2)	60	$1.91(4)	$114.48
December 7, 2021	Shares(2)	194	$2.41(4)	$466.76
December 6, 2021	Shares(2)	222	$1.43(4)	$317.90
December 6, 2021	Shares(2)	286	$1.68(4)	$480.77
December 6, 2021	Shares(2)	46	$2.41(4)	$110.68
October 15, 2021	Shares(2)	46(5)	$1.91(4)	$87.77
September 28, 2021	Shares(2)	64(5)	$1.68(4)	$107.33
September 28, 2021	Shares(2)	176(5)	$2.41(4)	$423.46
September 27, 2021	Shares(2)	666(5)	$1.43(4)	$953.71
September 27, 2021	Shares(2)	380(5)	$1.48(4)	$561.64
September 27, 2021	Shares(2)	592(5)	$1.68(4)	$995.15
September 27, 2021	Shares(2)	5,296(5)	$1.68(4)	$8,881.39
September 27, 2021	Shares(2)	8,333(5)	$2.27(4)	$18,940.91
September 14, 2021	Shares(2)	2,222(5)	$1.48(4)	$3,281.89
September 10, 2021	Shares(2)	111(5)	$1.68(4)	$186.15
September 2, 2021	Shares(2)	21,528(5)	$1.68(4)	$36,188.57
September 2, 2021	Shares(2)	2,777(5)	$2.41(4)	$6,681.46
August 21, 2021	Shares(2)	79(5)	$1.48(4)	$117.00
August 21, 2021	Shares(2)	277(5)	$1.68(4)	$465.64
August 21, 2021	Shares(2)	167(5)	$2.41(4)	$401.80
August 3, 2021	Shares(2)	208(5)	$1.45(4)	$301.18

Date	Type of Security	Number of Securities	Issuance / Exercise Price per Security	Aggregate Proceeds to the Company
August 3, 2021	Shares(2)	296(5)	$2.41(4)	$712.18
July 27, 2021	Shares(2)	27(5)	$2.22(4)	$59.89
July 26, 2021	Shares(2)	194(5)	$1.45(4)	$280.91
July 8, 2021	Shares(2)	124(5)	$1.68(4)	$208.44
July 2, 2021	Shares(2)	87(5)	$1.91(4)	$166.00
June 24, 2021	Shares(2)	134(5)	$1.68(4)	$225.25
June 9, 2021	Shares(2)	57(5)	$1.68(4)	$95.82
June 8, 2021	Shares(2)	39(5)	$1.91(4)	$74.41
June 3, 2021	Shares(2)	78(5)	$1.91(4)	$148.82
June 3, 2021	Shares(2)	69(5)	$2.41(4)	$166.01
June 1, 2021	Shares(2)	69(5)	$1.50(4)	$103.57
June 1, 2021	Shares(2)	1,633(5)	$2.41(4)	$3,928.99
May 26, 2021	Shares(2)	69(5)	$1.68(4)	$115.99
May 11, 2021	Shares(2)	15,046(5)	$2.41(4)	$36,200.68
May 5, 2021	Shares(2)	22,222(5)	$1.58	$34,999.65
May 4, 2021	Shares(2)	99,258(5)	$1.01	$100,548.36
May 4, 2021	Shares(2)	9,722(5)	$1.68(4)	$16,342.68
May 3, 2021	Shares(2)	22,222(5)	$1.01	$22,510.89
May 3, 2021	Shares(2)	44,444(5)	$1.58	$69,999.30
May 3, 2021	Shares(2)	88,888(5)	$2.07	$183,998.16
May 3, 2021	Shares(6)	98,967(5)	$4.59(4)	$431,039.72
May 1, 2021	Shares(2)	66,667(5)	$1.40(4)	$93,200.47
May 1, 2021	Shares(2)	37,037(5)	$1.45(4)	$53,629.58
May 1, 2021	Shares(2)	107,592(5)	$1.68(4)	$180,862.15
April 23, 2021	Shares(2)	20,370(5)	$1.68(4)	$34,160.49
April 16, 2021	Shares(2)	213(5)	$1.43(4)	$305.02
April 16, 2021	Shares(2)	120(5)	$2.41(4)	$288.72
April 15, 2021	Shares(2)	532(5)	$1.43(4)	$761.82
April 15, 2021	Shares(2)	9,028(5)	$1.68(4)	$15,176.07
April 15, 2021	Shares(2)	38,888(5)	$1.68(4)	$65,215.18
April 13, 2021	Shares(2)	66,666(5)	$0.90	$59,999.40
April 7, 2021	Shares(2)	2,198(5)	$1.91(4)	$4,193.79
April 1, 2021	Shares(2)	44,444(5)	$1.48(4)	$65,643.79
April 1, 2021	Shares(2)	18,055(5)	$1.45(4)	$26,143.64
April 1, 2021	Shares(2)	203,750(5)	$1.68(4)	$342,503.75
April 1, 2021	Shares(2)	98,171(5)	$1.91(4)	$187,310.27
April 1, 2021	Shares(2)	13,889(5)	$2.41(4)	$33,416.93
March 31, 2021	Shares(2)	96,295(5)	$0.01	$481.48
March 31, 2021	Shares(2)	51,851(5)	$1.01	$52,525.06
March 31, 2021	Shares(2)	98,518(5)	$1.91(4)	$187,972.34
March 30, 2021	Shares(2)	111,111(5)	$1.48(4)	$164,110.95
March 30, 2021	Shares(2)	180,556(5)	$1.68(4)	$303,514.64
March 15, 2021	Shares(6)	102,656(5)	$2.07	$212,497.92
February 25, 2021	Shares(2)	106(5)	$1.68(4)	$178.19
February 25, 2021	Shares(2)	2,000(5)	$1.68(4)	$3,354.00
February 17, 2021	Shares(2)	417(5)	$1.43(4)	$597.14
February 17, 2021	Shares(2)	333(5)	$1.48(4)	$492.17
February 17, 2021	Shares(2)	222(5)	$1.68(4)	$373.18
February 17, 2021	Shares(2)	1,583(5)	$1.68(4)	$2,654.69
February 17, 2021	Shares(2)	1,389(5)	$2.41(4)	$3,341.93
January 29, 2021	Shares(6)	410,628(5)	$2.07	$849,999.96
January 5, 2021	Shares(2)	833(5)	$1.43(4)	$1,192.86
January 5, 2021	Shares(2)	324(5)	$1.48(4)	$478.87
January 5, 2021	Shares(2)	213(5)	$1.68(4)	$358.05
January 5, 2021	Shares(2)	1,338(5)	$1.68(4)	$2,243.83
November 24, 2020	Shares(2)	189(5)	$1.43(4)	$270.65
November 20, 2020	Shares(2)	17,361(5)	$1.43(4)	$24,860.95
November 20, 2020	Shares(2)	29,629(5)	$1.45(4)	$42,902.79
October 20, 2020	Shares(2)	100,000(5)	$1.01	$101,300.00

100

Date	Type of Security	Number of Securities	Issuance / Exercise Price per Security	Aggregate Proceeds to the Company
August 19, 2020	Shares(2)	22,222(5)	$1.20(4)	$26,666.40
June 30, 2020	Shares(2)	27(5)	$1.68(4)	$45.28
June 19, 2020	Shares(2)	48,888(5)	$1.49(4)	$72,989.78
June 19, 2020	Shares(2)	67(5)	$1.45(4)	$97.02
April 16, 2020	Shares(2)	22,222(5)	$1.23(4)	$27,377.50
January 7, 2020	Shares(2)	11,111(5)	$1.49(4)	$16,588.72
January 7, 2020	Shares(2)	3,125(5)	$1.43(4)	$4,475.00
January 7, 2020	Shares(2)	352(5)	$1.48(4)	$520.26
September 5, 2019	Shares(2)	88,888(5)	$2.07	$183,998.16
August 9, 2019	Shares(2)	22,222(5)	$1.48(4)	$32,821.89
June 24, 2019	Shares(2)	66,666(5)	$1.01	$67,532.66
June 24, 2019	Shares(2)	53,333(5)	$1.49(4)	$79,626.17
January 14, 2019	Shares(2)	87(5)	$1.43(4)	$124.58

(1) Shares issued upon the exercise of RSUs.

(2) Shares issued upon the exercise of Options.

(3) Shares issued upon the exercise of DSUs.

(4) Reflects an exercise price converted from U.S. Dollars.

(5) Reflects a share consolidation on a 4.5:1 basis in connection with the Pre-IPO Capital Changes.

(6) Shares issued upon the exercise of warrants.

Dividend Policy

The Company has not paid any dividends on the Shares since its initial public offering on October 29, 2021.The Company does not presently intend to declare or pay dividends or other distributions prior to the completion of the Arrangement.

101

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following summary describes the principal Canadian federal income tax considerations relating to the Arrangement under the Tax Act and the regulations thereunder, generally applicable to beneficial owners of Shares who, for purposes of the Tax Act and at all relevant times, (1) hold their Shares as capital property, (2) deal at arm’s length with the Company and the Purchaser, and (3) are not affiliated with the Company or the Purchaser, and who dispose of Shares pursuant to the Arrangement (each a “ Holder ”).

Generally, the Shares will be considered capital property to a Holder for purposes of the Tax Act unless the Holder acquires or holds such shares in the course of carrying on a business of buying and selling securities or in a transaction or transactions considered to be an adventure or concern in the nature of trade.

This summary does not apply to a person holding Incentive Units or other conversion or exchange rights to acquire Shares, or to Shareholders who acquired Shares pursuant to the exercise, surrender or redemption of an Incentive Unit. Similarly, this summary does not address the tax consequences of the Arrangement to the Rolling Shareholders. Such Holders should consult their own tax advisors.

This summary is based on the current provisions of the Tax Act in force as of the date hereof, the regulations thereunder, and an understanding of the current published administrative policies and assessing practices of the CRA publicly available prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “ Proposed Amendments ”) and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law, whether by judicial, governmental or legislative decision or action or changes in the administrative policies or assessing practices of the CRA, nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may differ materially from those discussed herein.

This summary is of a general nature only and is not, and is not intended to be, nor should it be construed to be, legal or tax advice or representations to any particular Shareholder. This summary is not exhaustive of all Canadian federal income tax considerations applicable to the Arrangement. Accordingly, Shareholders are urged to consult their own legal and tax advisors with respect to the tax consequences to them of the Arrangement having regard to their own circumstances, including the application and effect of the income and other tax laws of any country, province, territory, state, local or other jurisdiction that may be applicable to the Holder.

For purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of Shares (including dividends, adjusted cost base and proceeds of disposition) must be expressed in Canadian dollars. For purposes of the Tax Act, amounts denominated in a currency other than Canadian dollars must be converted into Canadian dollars using the appropriate exchange rate on the applicable date (as determined in accordance with the detailed rules contained in the Tax Act) of the related acquisition, disposition or recognition of income.

Holders Resident in Canada

This portion of the summary is generally applicable only to a Holder who, at all relevant times for purposes of the Tax Act is, or is deemed to be, resident in Canada (a “ Resident Holder ”).

Certain Resident Holders whose Shares might not otherwise constitute capital property may, in some circumstances, be entitled to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have such Shares and every other “Canadian security” (as defined in the Tax Act) owned by such Resident Holder deemed to be capital property in the taxation year of the election and in all subsequent taxation years. Resident Holders contemplating such an election should consult their own tax advisors for advice with respect to whether an election under subsection 39(4) of the Tax Act is available or advisable in their particular circumstances.

This portion of the summary does not apply to a Holder (a) that is a “financial institution”, for the purposes of the mark-tomarket rules in the Tax Act, (b) an interest in which is a “tax shelter investment”, as defined in the Tax Act, (c) that is a “specified financial institution”, as defined in the Tax Act, (d) that has elected to report their “Canadian tax results,” as defined in the Tax Act, in a currency other than Canadian currency, (e) that has entered, or will enter, into a “derivative forward agreement” or a “synthetic disposition arrangement”, each as defined in the Tax Act, with respect to the Shares or (f) that is exempt from tax under Part I of the Tax Act. All such Holders should consult their own legal and tax advisors.

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Disposition of Shares Pursuant to the Arrangement

A Resident Holder (other than Resident Dissenting Shareholders) who disposes of Shares under the Arrangement for the Consideration will realize a capital gain (or capital loss) equal to the amount by which the aggregate Consideration received by the Resident Holder, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Shares to the Resident Holder immediately before the exchange. For a description of the treatment of capital gains and capital losses, see “Holders Resident in Canada – Taxation of Capital Gains and Capital Losses” below.

Resident Dissenting Shareholders

A Dissenting Shareholder that is a Resident Holder (a “ Resident Dissenting Shareholder ”) will transfer the Dissenting Shareholder’s Shares to the Purchaser as of the Effective Time and will receive a cash payment from the Purchaser equal to the fair value of its Shares as determined under the Plan of Arrangement. Such a Resident Dissenting Shareholder will be considered to have disposed of the Shares for proceeds of disposition equal to the amount received by the Resident Dissenting Shareholder (less any interest awarded by a court). As a result, such Resident Dissenting Shareholder will realize a capital gain (or a capital loss) on the disposition of the Shares equal to the amount by which the proceeds of disposition received exceed (or are less than) the aggregate of (i) the adjusted cost base to the Resident Dissenting Shareholder of the Shares, and (ii) any reasonable costs of disposition. See “Holders Resident in Canada – Taxation of Capital Gains and Capital Losses” below for a general description of the treatment of capital gains and capital losses under the Tax Act.

Any interest awarded to a Resident Dissenting Shareholder by a court will be included in the Resident Dissenting Shareholder’s income for the purposes of the Tax Act.

Taxation of Capital Gains and Capital Losses

Generally, a Resident Holder is required to include in computing the Resident Holder’s income for a taxation year one-half of the amount of any capital gain (a “ taxable capital gain ”) realized in the year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder is required to deduct one-half of the amount of any capital loss (an “ allowable capital loss ”) realized in a taxation year from taxable capital gains realized by the Resident Holder in the year. Allowable capital losses in excess of taxable capital gains realized in a taxation year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized by the Resident Holder in such years.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition of a Share may be reduced by the amount of any dividends received (or deemed to be received) by the Resident Holder on such share to the extent and under the circumstances prescribed by the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns a Share directly or indirectly through a partnership or trust. Resident Holders to whom these rules may be relevant are urged to consult their own advisors.

Other Taxes

A Resident Holder that is throughout the year a “Canadian-controlled private corporation”, as defined in the Tax Act, or at any time in the year a “substantive CCPC” as defined in those Proposed Amendments released November 28, 2023 in Bill C-59, An Act to implement certain provisions of the fall economic statement tabled in Parliament on November 21, 2023 and certain provisions of the budget tabled in Parliament on March 28, 2023 , may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income” (as defined in the Tax Act), including amounts in respect of taxable capital gains and interest. Resident Holders are advised to consult their own tax advisors regarding the possible implications of the Proposed Amendments regarding “substantive CCPCs” in their particular circumstances.

Capital gains realized by a Resident Holder who is an individual or a trust, other than certain specified trusts, may give rise to liability for alternative minimum tax under the Tax Act. The 2023 Canadian Federal Budget released on March 28, 2023 proposed significant changes to the federal alternative minimum tax provisions under the Tax Act. Resident Holders should consult their own tax advisors on the proposed changes to the federal alternative minimum tax and the possible consequences of these Proposed Amendments in their particular circumstances.

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Holders Not Resident In Canada

This portion of the summary is generally applicable to a Holder who, at all relevant times, for the purposes of the Tax Act and any applicable income tax treaty or convention, is not, and is not deemed to be, resident in Canada and does not use or hold, and is not deemed to use or hold, Shares in connection with carrying on a business in Canada (a “ Non-Resident Holder ”). Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer that carries on an insurance business in Canada and elsewhere or that is an “authorized foreign bank” (as defined in the Tax Act). Such NonResident Holders should consult their own tax advisors.

Disposition of Shares Pursuant to the Arrangement

A Non-Resident Holder who participates in the Arrangement will not be subject to tax under the Tax Act on any taxable capital gain, or be entitled to deduct any allowable capital loss, realized on the disposition of Shares, unless the Shares are “taxable Canadian property” and are not “treaty-protected property” of the Non-Resident Holder for purposes of the Tax Act at the time of disposition.

Generally, provided that the Shares are listed on a designated stock exchange as defined in the Tax Act (which currently includes the TSX) at the time of disposition, the Shares will not constitute “taxable Canadian property” to a Non-Resident Holder at that time unless at any particular time during the 60-month period immediately preceding the time of disposition, (1) one or any combination of (i) the Non-Resident Holder, (ii) persons with whom the Non-Resident Holder did not deal at arm’s length, and (iii) partnerships in which the Non-Resident Holder or a person described in (ii) holds a membership interest directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of any class or series of shares of the Company, and (2) more than 50% of the fair market value of the Shares was derived directly or indirectly from one or any combination of: (i) real or immovable properties situated in Canada, (ii) “Canadian resource properties” (as defined in the Tax Act), (iii) “timber resource properties” (as defined in the Tax Act), and (iv) options in respect of, or interests in, or for civil law rights in, property in any of the foregoing whether or not the property exists. Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, Shares which are not otherwise taxable Canadian property could be deemed to be taxable Canadian property to the Non-Resident Holder. Non-Resident Holders whose Shares may constitute taxable Canadian property should consult their own tax advisors for advice having regard to their particular circumstances.

Even if the Shares are considered to be taxable Canadian property to a Non-Resident Holder, a taxable capital gain or an allowable capital loss resulting from the disposition of the Shares will not be taken into account in computing the Non-Resident Holder’s income for the purposes of the Tax Act if, at the time of the disposition, the Shares constitute “treaty-protected property” of the Non-Resident Holder for purposes of the Tax Act. Shares will generally be considered “treaty-protected property” of a Non-Resident Holder for purposes of the Tax Act at the time of the disposition if the gain from their disposition would, because of an applicable income tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident for purposes of such treaty, be exempt from tax under Part I of the Tax Act.

In the event the Shares are considered taxable Canadian property but not treaty-protected property to a particular Non-Resident Holder on the disposition thereof pursuant to the Arrangement, such Non-Resident Holder will realize a capital gain (or a capital loss) generally in the circumstances and computed in the manner described above under “Holders Resident in Canada – Disposition of Shares Pursuant to the Arrangement” as if the Non-Resident Holder were a Resident Holder thereunder, and the tax consequences described above under “Holder Resident in Canada – Taxation of Capital Gains and Capital Losses” will generally apply.

Non-Resident Dissenting Shareholders

A Non-Resident Holder who is a Dissenting Shareholder (a “ Non-Resident Dissenting Shareholder ”) will transfer the Dissenting Shareholder’s Shares to the Purchaser as of the Effective Time and will receive a cash payment from the Purchaser equal to the fair value of its Shares as determined under the Plan of Arrangement. In general, a Non-Resident Dissenting Shareholder will not be subject to tax under the Tax Act on the disposition of Shares held by such Non-Resident Dissenting Shareholder, unless the Shares are “taxable Canadian property” to the Non-Resident Dissenting Shareholder for purposes of the Tax Act and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention between Canada and the country in which the Non-Resident Dissenting Shareholder is resident (i.e., the Shares do not constitute “treatyprotected property”). In general, the tax consequences as described above under “Holders Not Resident in Canada – Disposition of Shares Pursuant to the Arrangement” should apply to a Non-Resident Dissenting Shareholder.

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Interest paid or credited to a Non-Resident Dissenting Shareholder will not be subject to Canadian withholding tax provided such interest is not “participating debt interest” (as defined in the Tax Act).

AUDITORS

PricewaterhouseCoopers LLP has served as auditors to the Company since October 25, 2015. PricewaterhouseCoopers LLP has confirmed that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation and regulations.

OTHER INFORMATION AND MATTERS

There is no information or matter not disclosed in this Circular but known to the Company that would be reasonably expected to affect the decision of Shareholders to vote for or against the Arrangement Resolution.

DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

The Directors and officers of the Company and its subsidiaries are covered under directors’ and officers’ liability insurance for a total amount of $25 million. Under the policy, the Company and each Subsidiary has reimbursement coverage to the extent that it has indemnified their respective directors and officers. The policy includes securities claims coverage, insuring against any legal obligation to pay on account of any securities claims brought against the Company and any of its subsidiaries and their respective directors and officers. The total limit of liability is shared among the Company and its Subsidiaries and their respective directors and officers so that the limit of liability is not exclusive to any one of the entities or their respective directors and officers. The by-laws of the Company and its subsidiaries provide for the indemnification of their respective directors and officers from and against liability and costs in respect of any action or suit brought against them in connection with the execution of their duties of office, subject to certain limitations. Further, indemnification agreements supporting the foregoing obligations have been provided to each Director by the Company.

ADDITIONAL INFORMATION

The Shares are currently listed and posted for trading on the TSX under the symbol “QFOR”. Financial information relating to the Company is provided in the Company’s audited financial statements and related management’s discussion and analysis for the year ended December 31, 2022 and for the interim period ended September 30, 2023, in each case available on SEDAR+ at www.sedarplus.ca. Shareholders may contact the Company’s Investor Relations at 99 Spadina Avenue, Suite 500, Toronto, Ontario M5V 3P8, to obtain without charge a copy of the Company’s most recent annual financial statements, interim financial statements and related management’s discussion and analysis.

The Company’s news releases and the Company’s other filings with the applicable securities regulatory authorities in each of the provinces and territories of Canada, are also on SEDAR+ at www.sedarplus.ca and on Q4’s website at q4inc.com.

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APPROVAL OF DIRECTORS

The contents and the mailing to the Shareholders of this Circular have been approved by the Directors.

A copy of this Circular has been sent to each Director, each Shareholder entitled to notice of the Meeting and the auditor of the Company.

Dated at Toronto, Ontario, this 22[nd] day of December, 2023.

By Order of the Directors of Q4 Inc. (signed) “Kenneth Szeto” Kenneth Szeto, Corporate Secretary Q4 Inc.

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CONSENT OF STIFEL CANADA

To: The Board of Directors of Q4 Inc.

We consent to the inclusion in the management information circular of Q4 Inc. (“ Q4 ”) dated December 22, 2023 (the “ Management Information Circular ”) of our written formal valuation and fairness opinion dated November 12, 2023, a summary of our formal valuation and fairness opinion and references to our firm name and our formal valuation and fairness opinion in the letter to shareholders and under the headings “Q4 Inc. Management Information Circular”, “Summary”, “Questions and Answers about the Meeting and the Arrangement”, “The Arrangement – Background to the Arrangement”, “The Arrangement – Recommendation of the Special Committee”, “The Arrangement – Recommendation of the Board of Directors”, “The Arrangement – Reasons for the Recommendation”, “The Arrangement –Fairness Opinions and Formal Valuation”, “Certain Canadian Legal Matters – Canadian Securities Law Matters” and “Appendix A – Glossary of Defined Terms” in the Management Information Circular.

In providing such consent, we do not intend that any person other than the Board of Directors and the Special Committee of the Board of Directors of Q4 be entitled to rely on our formal valuation and fairness opinion dated November 12, 2023.

(signed) “Stifel Nicolaus Canada Inc.”

December 22, 2023

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CONSENT OF RAYMOND JAMES

To: The Board of Directors of Q4 Inc.

We consent to the inclusion in the management information circular of Q4 Inc. (“ Q4 ”) dated December 22, 2023 (the “ Management Information Circular ”) of our fairness opinion dated November 12, 2023, a summary of our fairness opinion and references to our firm name and fairness opinion in the letter to shareholders and under the headings “Q4 Inc. Management Information Circular”, “Summary”, “Questions and Answers about the Meeting and the Arrangement”, “The Arrangement – Background to the Arrangement”, “The Arrangement – Recommendation of the Special Committee”, “The Arrangement – Recommendation of the Board of Directors”, “The Arrangement – Reasons for the Recommendation”, “The Arrangement – Fairness Opinions and Formal Valuation” and “Appendix A – Glossary of Defined Terms” in the Management Information Circular.

In providing such consent, we do not intend that any person other than the Board of Directors and the Special Committee of the Board of Directors of Q4 be entitled to rely on our fairness opinion dated November 12, 2023.

(signed) “Raymond James & Associates, Inc.”

December 22, 2023

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APPENDIX “A” GLOSSARY OF DEFINED TERMS

In this Circular, the following expressions have these meanings:

“ Acquisition Proposal ” means, other than the transactions contemplated by the Arrangement Agreement and other than any transaction involving only the Company and/or one or more of its wholly-owned Subsidiaries, any written offer or proposal from any Person or group of Persons other than the Purchaser (or an affiliate of the Purchaser or any Person acting jointly or in concert with the Purchaser) received by the Company after the date of the Arrangement Agreement relating to, in each case whether in a single transaction or a series of transactions: (i) any direct or indirect sale, disposition or joint venture (or any lease, license or other arrangement having the same economic effect as a sale or disposition) of assets (including securities of any Subsidiary of the Company) representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Company and its Subsidiaries; (ii) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in a Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities of the Company or securities convertible or exchangeable into voting or equity securities of the Company then outstanding; (iii) any acquisition, plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, or other similar transaction involving the Company pursuant to which any Person or group of Persons would own, directly or indirectly, 20% or more of the voting or equity securities of the Company or of the surviving entity or the resulting direct or indirect parent of the Company or the surviving entity (including securities convertible into or exercisable or exchangeable for voting or equity securities); or (iv) any other similar transaction or series of transactions involving the Company or any of its Subsidiaries.

“ Affected Securities ” means, collectively, the Shares and the Incentive Units.

“ Affected Securityholders ” means, collectively, the Shareholders and the holders of Incentive Units.

“ affiliate ” has the meaning ascribed thereto in National Instrument 45-106 – Prospectus Exemptions .

“ Aggregate Commitment ” has the meaning ascribed thereto under “The Arrangement – Sources of Funds for the Arrangement – Equity Financing – Equity Financing Commitment and Limited Guarantee - Commitment”.

“ allowable capital loss ” has the meaning ascribed thereto under “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”.

“ Approved Discussions ” has the meaning ascribed thereto under “Key Agreements Relating to the Arrangement – Voting Support Agreements – Rolling Shareholders”.

“ Arrangement ” means an arrangement under section 182 of the OBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Arrangement Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ Arrangement Agreement ” means the arrangement agreement made as of November 13, 2023, among the Company and the Purchaser (including the schedules thereto) as it may be amended, modified or supplemented from time to time in accordance with its terms.

“ Arrangement Resolution ” means the special resolution approving the Plan of Arrangement to be considered at the Meeting by Shareholders, attached as Appendix “B” to this Circular.

“ Articles of Arrangement ” means the articles of arrangement of the Company in respect of the Arrangement required by the OBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably.

“ associate ” has the meaning ascribed thereto in the Securities Act (Ontario).

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“ Authorization ” means with respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Entity having jurisdiction over the Person.

“ beta ” has the meaning ascribed thereto under “The Arrangement – Fairness Opinions and Formal Valuation – Stifel Formal Valuation and Fairness Opinion – Valuation Methodologies – Discount Rate Analysis”.

“ Blakes ” has the meaning ascribed thereto under “The Arrangement – Background to the Arrangement”.

“ Board ” means the board of directors of the Company as constituted from time to time.

“ Board Recommendation ” means the unanimous recommendation of the Board (excluding the conflicted directors) that Shareholders vote in favour of the Arrangement Resolution.

“ Breach Termination Date ” has the meaning ascribed thereto under “Key Agreements Relating to the Arrangement – Arrangement Agreement – Covenants – Notice and Cure Provisions”.

“ Breaching Party ” has the meaning ascribed thereto under “Key Agreements Relating to the Arrangement – Arrangement Agreement – Covenants – Notice and Cure Provisions”.

“ Broadridge ” has the meaning ascribed thereto under “Proxyholder Matters – Voting of Proxy – Non-Registered Shareholders”.

“ Business Day ” means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario.

“ CAPM ” has the meaning ascribed thereto under “The Arrangement – Fairness Opinions and Formal Valuation – Stifel Formal Valuation and Fairness Opinion – Valuation Methodologies – Discount Rate Analysis”.

“ Certificate of Arrangement ” means the certificate of arrangement to be issued by the OBCA Director pursuant to subsection 183(2) of the OBCA in respect of the Articles of Arrangement.

“ Certificates ” has the meaning ascribed thereto under “Summary – Depositary and Proxy Solicitation Agent”.

“ Change in Recommendation ” has the meaning ascribed thereto under “Key Agreements Relating to the Arrangement – Arrangement Agreement – Termination of the Arrangement Agreement”.

“ Circular ” means this management information circular of the Company dated December 22, 2024, including all appendices hereto, and information incorporated by reference herein, sent to Shareholders in connection with the Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement.

“ Closing ” has the meaning ascribed thereto under “Key Agreements Relating to the Arrangement – Arrangement Agreement – Closing Date”.

“ Company ” or “ Q4 ” means Q4 Inc., a corporation incorporated under the laws of Ontario.

“ Company Disclosure Letter ” means the disclosure letter dated the date of the Arrangement Agreement and all schedules, exhibits and appendices thereto, delivered by the Company to the Purchaser with the Arrangement Agreement.

“ Comparable Companies Trading Analysis ” has the meaning ascribed thereto under “The Arrangement – Fairness Opinions and Formal Valuation – Stifel Formal Valuation and Fairness Opinion – Valuation Methodologies”.

“ Confidentiality Agreement ” means the confidentiality and non-disclosure agreement dated July 4, 2023 between the Company and Sumeru Equity Partners L.P.

“ Consideration ” means, (i) in the case of the Rollover Shares, the Rollover Consideration, and (ii) in the case of all Shares other than Rollover Shares, $6.05 in cash per Share, payable by the Purchaser.

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“ Contract ” means any written or oral (to the extent enforceable) agreement, commitment, engagement, contract, licence, lease, obligation or undertaking to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound.

“ Cost of Debt ” has the meaning ascribed thereto under “The Arrangement – Fairness Opinions and Formal Valuation – Stifel Formal Valuation and Fairness Opinion – Valuation Methodologies – Discount Rate Analysis”.

“ Court ” has the meaning ascribed thereto under “Summary – Reasons for the Recommendation”.

“ CRA ” means the Canada Revenue Agency.

“ Credit Facility ” means the amended and restated credit agreement dated as of April 28, 2023 among the Company, as borrower and Canadian Imperial Bank of Commerce, as lender, as the same may be amended or restated.

“ DCF Analysis ” has the meaning ascribed thereto under “The Arrangement – Fairness Opinions and Formal Valuation – Stifel Formal Valuation and Fairness Opinion – Valuation Methodologies”.

“ Debt Commitment Letter ” has the meaning ascribed thereto under “Key Agreements Relating to the Arrangement – Arrangement Agreement – Covenants – Purchaser Financing”.

“ Debt Financing ” has the meaning ascribed thereto under “Key Agreements Relating to the Arrangement – Arrangement Agreement – Covenants – Purchaser Financing”.

“ Demand for Payment ” has the meaning ascribed thereto under “Dissent Rights of Shareholders”.

“ Depositary ” means Computershare Investor Services Inc. or such other Person as the Company may appoint to act as depositary in relation to the Arrangement, with the approval of the Purchaser, acting reasonably.

“ Directors ” means the directors of the Company.

“ Dissent Notice ” has the meaning ascribed thereto under “Dissent Rights of Shareholders”.

“ Dissent Rights ” has the meaning ascribed thereto under “Dissent Rights of Shareholders”.

“ Dissenting Shareholder ” has the meaning ascribed thereto under “Dissent Rights of Shareholders”.

“ Dissenting Shares ” has the meaning ascribed thereto under “Dissent Rights of Shareholders”.

“ DSUs ” means the outstanding deferred share units issued under the Omnibus Plan.

“ Effective Date ” means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

“ Effective Time ” has the meaning ascribed thereto in the Plan of Arrangement.

“ Employee Plans ” means all health, welfare, supplemental unemployment benefit, bonus, profit sharing, option, stock appreciation, savings, insurance, incentive, incentive compensation, deferred compensation, share purchase, share compensation, disability, pension or supplemental retirement plans and other employee or director compensation or benefit plans, policies, trusts, funds, Contracts or arrangements (i) for the benefit of directors or former directors of the Company or any of its Subsidiaries, Employees or former officers and employees of the Company and its Subsidiaries (in each case, inclusive of any spouses, survivors, dependants or other beneficiaries), or (ii) which are maintained or sponsored by the Company or any of its Subsidiaries or in respect of which the Company or any of its Subsidiaries has any liability (contingent or otherwise), other than any statutory plans administered by a Governmental Entity, including the Canada Pension Plan and Québec Pension Plan and plans administered pursuant to applicable federal or provincial health, worker’s compensation or employment insurance legislation.

“ Employees ” means the current officers and employees of the Company and its Subsidiaries.

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“ Equity Commitment and Limited Guarantee ” has the meaning ascribed thereto under “Summary – Sources of Funds for the Arrangement”.

“ Equity Commitment Letter ” means Section 1 of the Equity Commitment and Limited Guarantee and the other provisions thereof to the extent related to the Commitment (as defined therein).

“ Equity Financing ” has the meaning ascribed thereto under “Key Agreements Relating to the Arrangement - Arrangement Agreement – Covenants – Purchaser Financing”.

“ ExchangeCo ” means SEP Forge Intermediate Inc., a corporation existing under the laws of the Province of Ontario.

“ Expenses Reimbursement Payment ” has the meaning ascribed thereto under “Key Agreements Relating to the Arrangement – Arrangement Agreement – Termination of the Arrangement Agreement – Termination Fees and Expenses”.

“ Fair Market Value ” has the meaning ascribed thereto under “The Arrangement – Fairness Opinions and Formal Valuation – Stifel Formal Valuation and Fairness Opinion – Definition of Fair Market Value”.

“ Final Order ” means the final order of the Court in a form acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal.

“ Financing Commitments ” has the meaning ascribed thereto under “Key Agreements Relating to the Arrangement – Arrangement Agreement – Covenants – Purchaser Financing”.

“ Financing Sources ” means any lender, agent or arranger that commits to provide, or otherwise enters into agreements with the Purchaser or its affiliates in connection with, any Debt Financing, including any Debt Commitment Letter, any joinders to such letter or any definitive documentation relating thereto, together with such Person’s successors, assigns, affiliates, officers, directors, employees and representatives and their respective successors, assigns, affiliates, officers, directors, employees and representatives.

“ Financing ” has the meaning ascribed thereto under “Key Agreements Relating to the Arrangement – Arrangement Agreement – Covenants – Purchaser Financing”.

“ Go-Shop Expiry Time ” shall initially be the Initial Go-Shop Expiry Time, as such time may be extended pursuant to the Arrangement Agreement.

“ Go-Shop Period ” has the meaning ascribed thereto under “Summary – Reasons for the Recommendation”.

“ Go-Shop Process ” means the process described in “Key Agreements Relating to the Arrangement – Arrangement Agreement – Additional Covenants Regarding Non-Solicitation – Go-Shop”.

“Governmental Entity” means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, minister, ministry, governor in council, cabinet, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange, including the TSX.

“ Guarantee Cap ” has the meaning ascribed thereto under “The Arrangement – Sources of Funds for the Arrangement – Equity Financing – Equity Financing Commitment and Limited Guarantee – Limited Guarantee”.

“ Guarantors ” means, collectively, Sumeru Equity Partners Fund IV L.P. and SEP Strategic Advisers Fund IV L.P. and “ Guarantor ” means any one of them.

“ Hearing Date ” has the meaning ascribed thereto under “The Arrangement – Key Approvals – Court Approval”.

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“ Holder ” has the meaning ascribed thereto under “Certain Canadian Federal Income Tax Considerations”.

“ IFRS ” means generally accepted accounting principles as set out in the CPA Canada Handbook – Accounting for an entity that prepares its financial statements in accordance with International Financial Reporting Standards , at the relevant time, applied on a consistent basis.

“ Incentive Units ” means, collectively, the Options, DSUs, PSUs and RSUs.

“ Initial Go-Shop Expiry Time ” means 11:59 p.m. (Toronto time) on December 18, 2023.

“ Initial Sumeru Proposal ” has the meaning ascribed thereto under “The Arrangement – Background to the Arrangement”.

“ Intellectual Property ” means domestic and foreign: (i) patents, applications for patents, utility models and applications for utility models, inventor’s certificates and applications for inventor’s certificates, and invention disclosure statements, together with all reissues, divisionals, continuations, renewals, extensions, reexaminations, revisions and continuations-in-part thereof; (ii) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, ideas, methods, methodologies, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii) works of authorship, copyrights (whether registered or unregistered), copyright registrations and applications for copyright registration (and all translations, adaptations, derivations and combinations of the foregoing); (iv) mask works, mask work registrations and applications for mask work registrations; (v) designs, design registrations, design registration applications and integrated circuit topographies; (vi) service marks, slogans, trade names, business names, corporate names, domain names, website names and world wide web addresses, social media identifiers and handles, common law trade-marks, trade dress and logos, other source indicators and registrations, and applications to register any of the foregoing, including intent-to-use registrations or similar pending reservations of marks, and all goodwill associated with any of the foregoing; (vii) Software, data, data sets, databases, and collections of data; (viii) moral rights (and waivers or agreements not to enforce moral rights), publicity rights and any other proprietary or intellectual property rights of any kind or nature; and (ix) any other intellectual property and industrial property.

“ Interested Parties ” has the meaning ascribed thereto under “The Arrangement – Fairness Opinions and Formal Valuation – Raymond James Fairness Opinion”.

“ Interim Order ” means the interim order of the Court dated December 20, 2023, a copy of which order is attached as Appendix “F” to this Circular, providing for, among other things, the calling and holding of the Meeting, as such order may be amended, modified or varied by the Court with the consent of the Company and the Purchaser, each acting reasonably.

“ Intermediary ” has the meaning ascribed thereto under “Proxyholder Matters – Voting of Proxy – Non-Registered Shareholders”.

“ Investment Canada Act ” means the Investment Canada Act (Canada).

“ Investor Rights Agreement ” means the Investor Rights Agreement between the Company and Ten Coves Capital II, LP made as of October 29, 2021.

“ Investors ” has the meaning ascribed thereto under “Summary – Sources of Funds for the Arrangement”.

“ IP Licenses ” means, collectively, (i) Owned Registered Intellectual Property, (ii) material unregistered Owned Intellectual Property, and (iii) Licensed Intellectual Property and associated Contracts.

“ IPO ” has the meaning ascribed thereto under “The Arrangement – Background to the Arrangement”.

“ Law ” means, with respect to any Person, any and all applicable law, constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise.

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“ Letter of Transmittal ” means the letter of transmittal sent to holders of Shares for use in connection with the Arrangement.

“ Licensed Intellectual Property ” means all Intellectual Property that is not Owned Intellectual Property and that is licensed or sublicensed, to either the Company or any of its Subsidiaries or for which the Company or any of its Subsidiaries has obtained a covenant not to be sued.

“ Lien ” means any mortgage, charge, pledge, encumbrance, hypothec, license, covenant not to sue, security interest, prior claim or lien (statutory or otherwise), in each case, whether contingent or absolute.

“ Locked-Up Shareholders ” means the directors and executive officers of the Company and the Rolling Shareholders.

“ LTM ” has the meaning ascribed thereto under “The Arrangement – Fairness Opinions and Formal Valuation – Stifel Formal Valuation and Fairness Opinion – Valuation Methodologies – Precedent Transactions Analysis”.

“ Management ” has the meaning ascribed thereto under “Questions and Answers About the Meeting and the Arrangement – About the Meeting”.

“ Management’s 3-Year Forecast ” has the meaning ascribed thereto under “The Arrangement – Fairness Opinions and Formal Valuation – Stifel Formal Valuation and Fairness Opinion – Valuation Methodologies – Discounted Cash Flow Analysis”.

“ Management’s Forecast ” has the meaning ascribed thereto under “The Arrangement – Fairness Opinions and Formal Valuation – Stifel Formal Valuation and Fairness Opinion – Valuation Methodologies – Discounted Cash Flow Analysis”.

“ Matching Period ” has the meaning ascribed thereto under “Key Agreements Relating to the Arrangement – Arrangement Agreement – Additional Covenants Regarding Non-Solicitation – Right to Match”.

“ Material Adverse Effect ” means any change, event, occurrence, effect, state of fact or circumstance that, individually or in the aggregate with all other such changes, events, occurrences, effects, states of fact or circumstances, (i) has or would reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), assets, liabilities or results of operations of the Company and its Subsidiaries, taken as a whole or (ii) materially impedes or delays or would reasonably be expected to materially impede or delay the consummation of the transactions contemplated by the Arrangement Agreement, but, in the case of the preceding clause (i) only, excluding any change, event, occurrence, effect, state of fact or circumstance arising out of, relating directly or indirectly to, resulting directly or indirectly from or attributable to:

(a) any change, development or condition generally affecting the industries, businesses or segments thereof, in which the Company and its Subsidiaries operate;
(b) any change, development or condition in or relating to global, national or regional political conditions (including strikes, lockouts, protests, riots or facility takeover for emergency purposes) or in general economic, business, banking, regulatory, currency exchange, interest rate, rates of inflation or market conditions or in national or global financial or capital markets;
(c) any change, development or condition resulting from any act of sabotage or terrorism or any outbreak of hostilities or declared or undeclared war, or any escalation or worsening of such acts of sabotage, terrorism, hostilities or war;
(d) any adoption, proposal, implementation or change in Law or in any authoritative interpretation, application or non-application of any Laws by any Governmental Entity, in each case, after the date of the Arrangement Agreement;
(e) any change in applicable generally accepted accounting principles, including IFRS, after the date of the Arrangement Agreement;
(f) any hurricane, flood, tornado, earthquake or other natural disaster or man-made disaster;
(g) any epidemic, pandemic or outbreak of illness (including COVID-19 (Coronavirus) and any variants/mutations thereof) or other health crisis or public health event in any jurisdiction in which the Company and its Subsidiaries operate, or the worsening of any of the foregoing;

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(h) any action taken (or omitted to be taken) by the Company or any of its Subsidiaries which is expressly required to be taken (or omitted to be taken) pursuant to the Arrangement Agreement or that is requested or consented to by the Purchaser in writing in advance;
(i) the failure of the Company to meet any internal, published or public projections, forecasts, guidance or estimates, including revenues, earnings or cash flows (it being understood that the causes underlying such failure may, to the extent not otherwise excluded from the definition of Material Adverse Effect, be taken into account in determining whether a Material Adverse Effect has occurred);
(j) the execution, announcement, pendency or performance of the Arrangement Agreement or consummation of the Arrangement, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Company or any of its Subsidiaries with any of its current or prospective employees, lenders, shareholders, suppliers or other business partners; provided that this subsection (j) shall not apply to the use of “Material Adverse Effect” in any representation or warranty explicitly addressing the execution, announcement, pendency or performance of the Arrangement Agreement or the consummation of the transactions contemplated by the Arrangement Agreement or noncontravention with contractual or legal obligations or any conditions to closing set forth in Article 6 of the Arrangement Agreement as it relates to such representations and warranties; or
(k) any change in the market price or trading volume of any securities of the Company (it being understood that the causes underlying such change in market price or trading volume shall, to the extent not otherwise not excluded from the definition of Material Adverse Effect, be taken into account in determining whether a Material Adverse Effect has occurred) or any suspension of trading in securities generally on any securities exchange on which any securities of the Company trade;

provided, however, (i) if an effect referred to in clauses (a) through to and including (g) above, materially and disproportionately adversely effects the Company and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries and businesses in which the Company and its Subsidiaries operate, such effect may be taken into account in determining whether a Material Adverse Effect has occurred, but only to the extent of the disproportionate effect; and (ii) references in certain Sections of the Arrangement Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a “Material Adverse Effect” has occurred.

“ Material Contract ” means any Contract: (i) that if terminated or modified or if it ceased to be in effect, would reasonably be expected to have a Material Adverse Effect; (ii) that is a shareholder agreement, partnership agreement, limited liability company agreement, joint venture agreement or similar agreement or arrangement, relating to the formation, creation or operation of any corporation, partnership, limited liability company or joint venture in which the Company or any of its Subsidiaries is a shareholder, partner, member or joint venturer (or other participant) that is material to the Company and its Subsidiaries, taken as a whole, but excluding any such partnership, limited liability company or joint venture which is a whollyowned Subsidiary of the Company; (iii) under which indebtedness for borrowed money in excess of US$250,000 is or may become outstanding, other than any such Contract between two or more wholly-owned Subsidiaries of the Company or between the Company and one or more of its wholly-owned Subsidiaries; (iv) under which a customer of the Company or any of its Subsidiaries made payments to the Company and its Subsidiaries in excess of US$100,000 for the fiscal year ended December 31, 2022; (v) under which a supplier of the Company or its Subsidiaries received payments from the Company and its Subsidiaries in excess of US$100,000 for the fiscal year ended December 31, 2022; (vi) any partnership agreement, referral agreement or revenue sharing agreement to which the Company or any of its Subsidiaries is a party or is bound by and providing revenue in excess of US$100,000 per year; (vii) that contains express exclusivity or non-solicitation obligations of the Company or any of its Subsidiaries (excluding customary non-solicitation provisions with customers and partners); (viii) that is an IP License other than (A) non-exclusive licenses granted to customers in the ordinary course of business or (B) off-the-shelf Software that involved individual or aggregate annual payments of less than US$100,000; (ix) that expressly limits or restricts in any material respect (A) the ability of the Company or any Subsidiary to engage in any line of business or carry on business in any geographic area or (B) the scope of Persons to whom the Company or any of its Subsidiaries may sell products; or (x) that is an agreement to enter into any of the foregoing. For the avoidance of doubt, and without limiting the generality of the foregoing, “Material Contract” includes each of the agreements listed in Section 18(a) of the Company Disclosure Letter and any Contract entered into after the date of the Arrangement Agreement and prior to the Effective Time that, if entered into prior to the date thereof, would have been a “Material Contract” in accordance with the foregoing.

“ McCarthy ” has the meaning ascribed thereto under “Summary – Recommendation of the Special Committee”.

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“ Meeting Materials ” has the meaning ascribed thereto under “Proxyholder Matters – Voting of Proxy – Non-Registered Shareholders”.

“ Meeting ” means the special meeting of Shareholders to be held on January 24, 2024, including any adjournment or postponement thereof in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in this Circular and agreed to in writing by the Purchaser.

“ MI 61-101 ” has the meaning ascribed thereto under “Summary – Reasons for the Recommendation”.

“ Minority Approval Vote ” has the meaning ascribed thereto under “Summary – Reasons for the Recommendation”.

“ NOBOs ” has the meaning ascribed thereto under “Proxyholder Matters – Voting of Proxy – Non-Registered Shareholders”.

“ Non-Registered Holder ” has the meaning ascribed thereto under “Proxyholder Matters – Voting of Proxy – Non-Registered Shareholders”.

“ Non-Resident Dissenting Shareholder ” has the meaning ascribed thereto under “Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Non-Resident Dissenting Shareholders”.

“ Non-Resident Holder ” has the meaning ascribed thereto under “Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada”.

“ Notice of Special Meeting ” means the accompanying Notice of Special Meeting of Shareholders.

“ NTM ” has the meaning ascribed thereto under “The Arrangement – Fairness Opinions and Formal Valuation – Stifel Formal Valuation and Fairness Opinion – Valuation Methodologies – Precedent Transactions Analysis”.

“ OBCA ” means the Business Corporations Act (Ontario).

“ OBCA Director ” means the director appointed pursuant to section 278 of the OBCA.

“ OBOs ” has the meaning ascribed thereto under “Proxyholder Matters – Voting of Proxy – Non-Registered Shareholders”.

“ Offer to Pay ” has the meaning ascribed thereto under “Dissent Rights of Shareholders”.

“ officer ” has the meaning ascribed thereto in the Securities Act (Ontario).

“ Omnibus Plan ” means the Omnibus Long Term Incentive Plan of the Company effective as of November 23, 2021.

“ Options ” means the outstanding options to purchase Shares issued pursuant to the Omnibus Plan.

“ Order ” means all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, rulings, determinations, awards, decrees, stipulations or similar actions taken or entered by or with, or applied by, any Governmental Entity (in each case, whether temporary, preliminary or permanent).

“ Ordinary Course ” means, with respect to an action taken by the Company or its Subsidiaries, that such action is consistent with the past practices of the Company and its Subsidiaries and is taken in the ordinary course of the normal day-to-day operations of the business of the Company and its Subsidiaries.

“ Osler ” has the meaning ascribed thereto under “The Arrangement – Background to the Arrangement”.

“ Outside Date ” means May 13, 2024, or such later date as may be agreed to in writing by the Parties.

“ Owned Intellectual Property ” means all Intellectual Property that is owned by or purported to be owned by, in whole or in part, the Company or a Subsidiary.

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“ Owned Registered Intellectual Property ” means Owned Intellectual Property that is Registered Intellectual Property.

“ Parties ” means, collectively, the Company and the Purchaser and “Party” means either one of them.

“ Permitted Information Request ” has the meaning ascribed thereto under “Key Agreements Relating to the Arrangement – Voting Support Agreements – Rolling Shareholders”.

“ Permitted Liens ” means, as of any particular time and in respect of any Person, each of the following Liens:

(a) easements, rights-of-way, encroachments, restrictions, covenants, conditions and other similar matters that, individually or in the aggregate, do not materially and adversely impact the Company’s and its Subsidiaries’ current or contemplated use, occupancy, utility or value of the applicable real property;
(b) Liens arising under or in connection with zoning, building codes and other land use Laws regarding the use or occupancy of such real property or the activities conducted thereon which are imposed by any Governmental Entity;
(c) Liens for Taxes which are not due and payable (or otherwise not delinquent) or that are being contested in good faith by appropriate proceedings and, in each case, that have been adequately reserved on the Company’s financial statements;
(d) Liens granted under, or permitted by, the Credit Facility;
(e) Liens listed in Section 1.1(a) of the Company Disclosure Letter;
(f) Liens of contractors, subcontractors, mechanics, materialmen, carriers, workmen, suppliers, warehousemen, repairmen and similar Liens granted or which arise in the Ordinary Course;
(g) the right reserved to or vested in any Governmental Entity by any statutory provision or by the terms of any lease, license, franchise, grant, Authorization or permit of the Company or any of its Subsidiaries, to terminate any such lease, license, franchise, grant, Authorization or permit, or to require annual or other payments as a condition of their continuance; and
(h) non-exclusive licenses under Owned Intellectual Property granted in the Ordinary Course in connection with the sale of Company’s products.

“ Person ” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including a Governmental Entity), syndicate or other entity, whether or not having legal status.

“ Plan of Arrangement ” means the plan of arrangement, substantially in the form set out in Appendix “C” to this Circular, subject to any amendments or variations to such plan made in accordance with the Arrangement Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ Potential Counterparties ” has the meaning ascribed thereto under “The Arrangement – Background to the Arrangement”.

“ Pre-Acquisition Reorganization ” has the meaning ascribed thereto under “Key Agreements Relating to the Arrangement – Arrangement Agreement – Covenants – Pre-Acquisition Reorganization”.

“ Precedent Transactions Analysis ” has the meaning ascribed thereto under “The Arrangement – Fairness Opinions and Formal Valuation – Stifel Formal Valuation and Fairness Opinion – Valuation Methodologies”.

“ Preferred Shares ” has the meaning ascribed thereto under “Information Concerning the Company – Description of Share Capital”.

“ Proposed Amendments ” has the meaning ascribed thereto under “Certain Canadian Federal Income Tax Considerations”.

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“ PSUs ” means the outstanding performance share units issued under the Omnibus Plan.

“ Purchaser Shares ” has the meaning ascribed thereto under “Summary – Agreements with the Rolling Shareholders, Directors and Officers of the Company”.

“ Qualified Acquisition Proposal ” has the meaning ascribed thereto under “Key Agreements Relating to the Arrangement – Voting Support Agreements – Rolling Shareholders”.

“ Qualified Third Party ” has the meaning ascribed thereto under “Key Agreements Relating to the Arrangement – Arrangement Agreement – Additional Covenants Regarding Non-Solicitation – Go-Shop”.

“ Raymond James ” has the meaning ascribed thereto under “Summary – Reasons for the Recommendation”.

“ Raymond James Engagement Agreement ” has the meaning ascribed thereto under “The Arrangement – Fairness Opinions and Formal Valuation – Raymond James Fairness Opinion”.

“ Raymond James Fairness Opinion ” has the meaning ascribed thereto under “Summary – Reasons for the Recommendation”.

“ Record Date ” has the meaning ascribed thereto under “Q4 Inc. Management Information Circular”.

“ Registered Intellectual Property ” means all Intellectual Property that is the subject of a registration (or an application for registration), including domain names and social media accounts and identifiers.

“Registered Shareholder” means a registered holder of Shares as recorded in the registers maintained by the Transfer Agent.

“ Regulatory Approvals ” means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, in each case in connection with the Arrangement.

“ Representatives ” has the meaning ascribed thereto under “Key Agreements Relating to the Arrangement – Arrangement Agreement – Additional Covenants Regarding Non-Solicitation – Non-Solicitation”.

“ Required Rollover Agreement ” means a Rollover Agreement signed by a Rolling Shareholder listed in Section 1.1(b) of the Company Disclosure Letter.

“ Required Shareholder Approval ” means the required level of approval for the Arrangement Resolution, being 66⅔% of the votes cast on such resolution by Shareholders present virtually or represented by proxy at the Meeting and a simple majority of the votes cast by Shareholders present virtually or represented by proxy at the Meeting, after excluding those votes cast by the Rollover Shareholders and any other votes required to be excluded pursuant to MI 61-101.

“ Resident Dissenting Shareholder ” has the meaning ascribed thereto under “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Resident Dissenting Shareholders”.

“ Resident Holder ” has the meaning ascribed thereto under “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”.

“ Restrictive Covenant Agreements ” means the restrictive covenant agreements between TopCo, the Purchaser, the Company and each of Darrell Heaps and the Ten Coves Entities, each dated as of November 13, 2023.

“ Reverse Termination Fee Event ” has the meaning ascribed thereto under “Key Agreements Relating to the Arrangement – Arrangement Agreement – Termination of the Arrangement Agreement – Termination Fees and Expenses”.

“ Reverse Termination Fee ” has the meaning ascribed thereto under “Key Agreements Relating to the Arrangement – Arrangement Agreement – Termination of the Arrangement Agreement – Termination Fees and Expenses”.

“ Rolling Shareholders ” means, collectively, Ten Coves Capital II, LP, Ten Coves Capital II Co-Invest, LP, Ten Coves II Q4 Holdings LLC, Murdoch Family Trust, Darrell Heaps, W. Neil Murdoch and Beven Gray.

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“ Rollover Agreements ” means a letter agreement entered into between each Rolling Shareholder, the Purchaser, TopCo and, where applicable, ExchangeCo, for the transfer of Rollover Shares to the Purchaser in connection with the Arrangement.

“ Rollover Consideration ” means those forms and amounts of consideration described in an applicable Rollover Agreement and payable to a Rolling Shareholder in the manner and form described in such Rollover Agreement for the transfer of such Rolling Shareholder’s Rollover Shares to the Purchaser.

“ Rollover Shares ” has the meaning ascribed thereto under “Summary – Agreements with the Rolling Shareholders, Directors and Officers of the Company”.

“ RSUs ” means the outstanding restricted share units issued under the Omnibus Plan.

“ Securities Laws ” means the Securities Act (Ontario) and any other applicable Canadian provincial and territorial securities Laws, together with the rules and regulations and published policies thereunder.

“ SEDAR+ ” means the System for Electronic Document Analysis and Retrieval +.

“ Shareholders ” has the meaning ascribed thereto under “Q4 Inc. Management Information Circular”.

“ Shares ” has the meaning ascribed thereto under “Q4 Inc. Management Information Circular”.

“ Software ” means computer software and programs (source code, object code or other form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs.

“ Special Committee ” means the special committee consisting of independent members of the Board formed in connection with the Arrangement and the other transactions contemplated by the Arrangement Agreement.

“ Special Resolution Vote ” has the meaning ascribed thereto under “Summary – Reasons for the Recommendation”.

“ Stifel Canada ” has the meaning ascribed thereto under “Summary – Reasons for the Recommendation”.

“ Stifel Canada Engagement Agreement ” has the meaning ascribed thereto under “Summary – Fairness Opinions and Formal Valuation – Stifel Formal Valuation and Fairness Opinion”.

“ Stifel Formal Valuation and Fairness Opinion ” has the meaning ascribed thereto under “Summary – Reasons for the Recommendation”.

“ Subsidiary ” has the meaning ascribed thereto in the Securities Act (Ontario).

“ Superior Proposal ” means any Acquisition Proposal that is not solicited after the date hereof in contravention of Section 5.2(1)(a) of the Arrangement Agreement: (i) to acquire not less than all of the outstanding Shares (provided that, for further clarity, any Shares subject to a rollover or similar arrangement will be considered acquired for this purpose) or all or substantially all of the assets of the Company on a consolidated basis; (ii) that is reasonably capable of being completed (but without assuming away the risk of non-completion) without undue delay, taking into account all financial, legal, regulatory and other aspects of such Acquisition Proposal; (iii) that is not subject to any financing contingency and in respect of which it has been demonstrated to the satisfaction of the Board that adequate arrangements have been made in respect of any financing required to complete such Acquisition Proposal; (iv) that is not subject to a due diligence or access condition; and (v) in respect of which the Board determines, in its good faith judgment, after receiving the advice of its financial advisor, that it would, if consummated in accordance with its terms, result in a transaction which is more favourable, from a financial point of view, to Shareholders (other than the Rollover Shareholders) than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by the Purchaser pursuant to Section 5.5(2)) of the Arrangement Agreement.

“ Superior Proposal Notice ” has the meaning ascribed thereto under “Key Agreements Relating to the Arrangement – Arrangement Agreement – Additional Covenants Regarding Non-Solicitation – Right to Match”.

“ Tax ” or “ Taxes ” means any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever assessed, administered, collected, determined, enforced or imposed by any Governmental

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Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, escheat, unclaimed property, excessive credit transfer, excessive payment, health insurance and government pension plan premiums or contributions, any liability relating to any deemed overpayment of Taxes pursuant to section 125.7 of the Tax Act, or other amount claimed or received in respect of the Canada Emergency Wage Subsidy and any other COVID-19 related loan program or direct or indirect wage or rent subsidy offered by a Canadian federal, provincial or local Governmental Entity, and including all interest, penalties, fines, additions to tax or other additional amounts administered, collected, determined, enforced or imposed by any Governmental Entity in respect thereof.

“ Tax Act ” means the Income Tax Act (Canada).

“ Tax Returns ” means any and all returns, reports, declarations, elections, notices, forms, designations, filings, statements, applications (including any documents filed under section 125.7 of the Tax Act) and other documents (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, made, prepared, filed or required to be made, prepared or filed by Law in respect of Taxes.

“ taxable capital gain ” has the meaning ascribed thereto under “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”.

“ Ten Coves Capital ” means Ten Coves Capital II GP, LLC.

“ Ten Coves Entities ” has the meaning ascribed thereto under “Summary – Agreements with the Rolling Shareholders, Directors and Officers of the Company”.

“ Terminating Party ” has the meaning ascribed thereto under “Key Agreements Relating to the Arrangement – Arrangement Agreement – Covenants – Notice and Cure Provisions”.

“ Termination Fee ” has the meaning ascribed thereto under “Key Agreements Relating to the Arrangement – Arrangement Agreement – Termination of the Arrangement Agreement – Termination Fees and Expenses”.

“ Termination Fee Event ” has the meaning ascribed thereto under “Key Agreements Relating to the Arrangement – Arrangement Agreement – Termination of the Arrangement Agreement – Termination Fees and Expenses”.

“ Termination Notice ” has the meaning ascribed thereto under “Key Agreements Relating to the Arrangement – Arrangement Agreement – Covenants – Notice and Cure Provisions”.

“ TEV ” has the meaning ascribed thereto under “The Arrangement – Fairness Opinions and Formal Valuation – Stifel Formal Valuation and Fairness Opinion – Valuation Methodologies – Comparable Companies Trading Analysis”.

“ TopCo ” means SEP Forge TopCo, LLC, a limited liability company existing under the laws of the Cayman Islands.

“ Transfer Agent ” means Computershare Investor Services Inc., transfer agent for the Shares.

“ TSX ” means the Toronto Stock Exchange.

“ Updated Sumeru Proposal ” has the meaning ascribed thereto under “The Arrangement – Background to the Arrangement”.

“ VIF ” has the meaning ascribed thereto under “Proxyholder Matters – Voting of Proxy – Non-Registered Shareholders”.

“ Voting Support Agreements ” means the voting support agreements entered into by the Purchaser and the Locked-Up Shareholders as of November 13, 2023 pursuant to which, among other things, such individuals have agreed to vote all of their Shares in favour of the Arrangement Resolution.

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“ WACC ” has the meaning ascribed thereto under “The Arrangement – Fairness Opinions and Formal Valuation – Stifel Formal Valuation and Fairness Opinion – Valuation Methodologies – Discount Rate Analysis”.

“ wilful breach ” means an intentional and material breach of the Arrangement Agreement that is a consequence of any act intentionally undertaken by the breaching Party with the actual knowledge that the taking of such act would, or would be reasonably expected to, cause a material breach of the Arrangement Agreement.

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APPENDIX “B” FORM OF ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

The arrangement (the “ Arrangement ”) under Section 182 of the Business Corporations Act (Ontario) (the “ OBCA ”) of Q4 Inc. (the “ Company ”), pursuant to the arrangement agreement (the “ Arrangement Agreement ”) between the Company and SEP Forge BidCo Inc. dated November 13, 2023, all as more particularly described and set forth in the management information circular of the Company dated December 22, 2023 (the “ Circular ”), accompany the notice of this meeting (as the Arrangement may be modified or amended in accordance with its terms) and all transactions contemplated thereby are hereby authorized, approved and adopted.
The plan of arrangement of the Company (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement and its terms (the “ Plan of Arrangement ”)), the full text of which is set out in Appendix C to the Circular, is hereby authorized, approved and adopted.
The (i) Arrangement Agreement and related transactions, (ii) actions of the directors of the Company in approving the Arrangement Agreement, and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
The Company be and is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (Commercial List) (the “ Court ”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).

5.

Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company or that the Arrangement has been approved by the Court, the directors of the Company are hereby authorized and empowered to, at their discretion, without notice to or approval of the shareholders of the Company: (i) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement; and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.

Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute and deliver for filing with the Director under the OBCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.

Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.

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APPENDIX “C” PLAN OF ARRANGEMENT

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PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER SECTION 192

OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

ARTICLE 1 INTERPRETATION

1.1 Definitions

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings specified in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

“ Affected Securities ” means, collectively, the Shares, Options, DSUs, PSUs and RSUs.

“ Affected Securityholders ” means, collectively, the Shareholders, the holders of Options, the holders of DSUs, the holders of PSUs and the holders of RSUs.

“ Arrangement ” means the arrangement under section 182 of the OBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations made in accordance with the terms of the Arrangement Agreement and Section 5.1 or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ Arrangement Agreement ” means the arrangement agreement made as of November 13, 2023 among the Company and the Purchaser (including the Schedules thereto) as it may be amended, modified or supplemented from time to time in accordance with its terms.

“ Arrangement Resolution ” means the special resolution approving this Plan of Arrangement to be considered at the Meeting by Shareholders.

“ Articles of Arrangement ” means the articles of arrangement of the Company in respect of the Arrangement, required by the OBCA to be sent to the Director after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably.

“ Business Day ” means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario.

“ Certificate of Arrangement ” means the certificate of arrangement issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Articles of Arrangement.

“ Circular ” means the notice of the Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to Shareholders in connection with the Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement.

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“ Company ” means Q4 Inc., a corporation incorporated under the laws of Ontario.

“ Consideration ” means (i) in the case of the Rollover Shares, the Rollover Consideration, and (ii) in the case of all Shares other than Rollover Shares, $6.05 in cash per Share, payable by the Purchaser.

“ Court ” means the Ontario Superior Court of Justice (Commercial List).

“ Depositary ” means Computershare Trust Company of Canada or such other Person as the Company may appoint to act as depositary in relation to the Arrangement, with the approval of the Purchaser, acting reasonably.

“ Director ” means the Director appointed pursuant to section 278 of the OBCA.

“ Dissent Rights ” has the meaning specified in Section 3.1.

“ Dissenting Holder ” means a registered Shareholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Shares in respect of which Dissent Rights are validly exercised by such registered Shareholder.

“ DSUs ” means the outstanding deferred share units issued under the Omnibus Plan.

“ Effective Date ” means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

“ Effective Time ” means 12:01 a.m. (Toronto time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

“ ExchangeCo ” means SEP Forge Intermediate Inc., a corporation existing under the laws of the Province of Ontario.

“ Governmental Entity ” means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, minister, ministry, governor in council, cabinet, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange, including the Toronto Stock Exchange.

“ Interim Order ” means the interim order of the Court in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding

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of the Meeting, as such order may be amended by the Court with the consent of the Company and the Purchaser, each acting reasonably.

“ Law ” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise.

“ Letter of Transmittal ” means the letter of transmittal sent to holders of Shares for use in connection with the Arrangement.

“ Lien ” means any mortgage, charge, pledge, encumbrance, hypothec, security interest, prior claim or lien (statutory or otherwise), in each case, whether contingent or absolute.

“ Meeting ” means the special meeting of Shareholders, including any adjournment or postponement thereof in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Circular and agreed to in writing by the Purchaser.

“ OBCA ” means the Business Corporations Act (Ontario).

“ Omnibus Plan ” means the Omnibus Long Term Incentive Plan of the Company effective as of November 23, 2021.

“ Options ” means the outstanding options to purchase Shares issued pursuant to the Omnibus Plan.

“ Parties ” means, collectively, the Company and the Purchaser and “ Party ” means either one of them.

“ Person ” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

“ Plan of Arrangement ” means this plan of arrangement proposed under section 182 of the OBCA, and any amendments or variations made in accordance with the Arrangement Agreement and Section 5.1 or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ Purchaser ” means SEP Forge BidCo Inc. , a corporation incorporated under the laws of Ontario.

“ PSUs ” means the outstanding performance share units issued under the Omnibus Plan.

“ Rollover Agreement ” means a letter agreement entered into between each Rollover Shareholder, the Purchaser, SEP LLC and, where applicable, ExchangeCo, for the transfer of Rollover Shares to the Purchaser in connection with the Arrangement.

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“ Rollover Consideration ” means those forms and amounts of consideration described in an applicable Rollover Agreement and payable to a Rollover Shareholder in the manner and form described in such Rollover Agreement for the transfer of such Rollover Shareholder’s Rollover Shares.

“ Rollover Shareholder ” means a Shareholder who has entered into a Rollover Agreement prior to the Effective Time.

“ Rollover Shares ” means all Shares held by a Rollover Shareholder, which Shares are subject to and transferred pursuant to a Rollover Agreement to which the Rollover Shareholder is a party.

“ RSUs ” means the outstanding restricted share units issued under the Omnibus Plan.

“ SEP LLC ” means SEP Forge TopCo, LLC, a limited liability company existing under the laws of the Cayman Islands.

“ Shareholders ” means the registered and/or beneficial holders of Shares, as the context requires.

“ Shares ” means the common shares in the capital of the Company and includes, for greater certainty, any Shares issued upon the valid exercise of Options or the settlement of DSUs, PSUs or RSUs.

“ Tax Act ” means the Income Tax Act (Canada).

1.2 Certain Rules of Interpretation

In this Plan of Arrangement, unless otherwise specified:

(1) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.
(2) Currency. All references to dollars or to $ are references to Canadian dollars, unless specified otherwise. All references to US$ are references to United States dollars.
(3) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.
(4) Certain Phrases, etc. The words (i) “including”, “includes” and “include” mean “including (or includes or include) without limitation,” (ii) “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of,” and (iii) unless stated otherwise, “Article”, “Section”, and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Plan of Arrangement.
(5) Statutes. Any reference to a statute refers to such statute and all rules, resolutions and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

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(6) Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Plan of Arrangement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.
(7) Time References. References to time herein or in any Letter of Transmittal are to local time, Toronto, Ontario.

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to the Arrangement Agreement.

2.2 Binding Effect

This Plan of Arrangement and the Arrangement, upon the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, will become effective, and be binding on the Purchaser, the Company, all holders and beneficial owners of Shares, Options, DSUs, PSUs and RSUs including Dissenting Holders, the register and transfer agent of the Company, the Depositary and all other Persons, at and after, the Effective Time without any further act or formality required on the part of any Person.

2.3 Arrangement

(a) each Option outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Omnibus Plan, shall be deemed to be unconditionally vested and exercisable, and such Option shall, without any further action by or on behalf of a holder of Options, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the amount by which the Consideration exceeds the exercise price of such Option, subject to applicable withholdings, and each such Option shall immediately be cancelled and, for greater certainty, where such amount is zero or negative, neither the Company nor the Purchaser shall be obligated to pay the holder of such Option any amount in respect of such Option;
(b) each DSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Omnibus Plan, shall, without any further action by or on behalf of a holder of DSUs, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from

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the Company equal to the Consideration, subject to applicable withholdings, and each such DSU shall immediately be cancelled;

(c) each PSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Omnibus Plan, shall, without any further action by or on behalf of a holder of PSUs, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Consideration, subject to applicable withholdings, and each such PSU shall immediately be cancelled;
(d) each RSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Omnibus Plan, shall, without any further action by or on behalf of a holder of RSUs, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Consideration, subject to applicable withholdings, and each such RSU shall immediately be cancelled;
(e) (i) each holder of Options, DSUs, PSUs and RSUs shall cease to be a holder of such Options, DSUs, PSUs and RSUs, (ii) such holder’s name shall be removed from each applicable register, (iii) the Omnibus Plan and all agreements relating to the Options, DSUs, PSUs and RSUs shall be terminated and shall be of no further force and effect, and (iv) such holder shall thereafter have only the right to receive the consideration to which they are entitled pursuant to Section 2.3(a), Section 2.3(b), Section 2.3(c) and Section 2.3(d) at the time and in the manner specified in to Section 2.3(a), Section 2.3(b), Section 2.3(c), and Section 2.3(d);
(f) each of the Shares held by Dissenting Holders in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality to the Purchaser in consideration for a debt claim against the Purchaser for the amount determined under Article 3, and:
(i) such Dissenting Holders shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid fair value by the Purchaser for such Shares as set out in Section 3.1;
(ii) such Dissenting Holders’ names shall be removed as the holders of such Shares from the registers of Shares maintained by or on behalf of the Company; and
(iii) the Purchaser shall be deemed to be the transferee of such Shares free and clear of all Liens, and shall be entered in the register of Shares maintained by or on behalf of the Company;
(g) each Share outstanding immediately prior to the Effective Time held by a Shareholder who is not a Rollover Shareholder, other than Shares held by a Dissenting Holder who has validly exercised such holder’s Dissent Right, shall, without any further action by or on behalf of a holder of Shares, be deemed to be assigned and transferred by the holder thereof to the Purchaser in exchange for the Consideration, and:

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(i) the holders of such Shares shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid the Consideration by the Purchaser in accordance with this Plan of Arrangement;
(ii) such holders’ names shall be removed from the register of the Shares maintained by or on behalf of the Company; and
(iii) the Purchaser shall be deemed to be the transferee of such Shares (free and clear of all Liens) and shall be entered in the register of the Shares maintained by or on behalf of the Company;
(i) each Rollover Share held by a Rollover Shareholder immediately prior to the Effective Time shall, without any further action by or on behalf of a Rollover Shareholder, be deemed to be assigned and transferred by the Rollover Shareholder to the Purchaser in exchange for the Rollover Consideration payable to such Rollover Shareholder in accordance with the terms of the Rollover Agreement between such Rollover Shareholder and the Purchaser, and:
(i) the holders of such Shares shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid the Rollover Consideration by the Purchaser in accordance with this Plan of Arrangement and any applicable Rollover Agreement;
(ii) such holders’ names shall be removed from the register of the Shares maintained by or on behalf of the Company; and
(iii) the Purchaser shall be deemed to be the transferee of such Shares (free and clear of all Liens) and shall be entered in the register of the Shares maintained by or on behalf of the Company; and
(j) at such time following the completion of those transactions described in the foregoing paragraphs of this Section 2.3, as promptly as possible after all conditions therefore have been met, the Company shall file the prescribed form of election under the Tax Act with the Canada Revenue Agency electing to cease being a public corporation for the purposes of the Tax Act.

ARTICLE 3 RIGHTS OF DISSENT

3.1 Rights of Dissent

Registered Shareholders may exercise dissent rights with respect to the Shares held by such holders (“ Dissent Rights ”) in connection with the Arrangement pursuant to and in the manner set forth in section 185 of the OBCA, as modified by the Interim Order and this Section 3.1; provided that, notwithstanding subsection 185(6) of the OBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by the Company not later than 5:00 p.m. (Toronto time) two (2) Business Days immediately preceding the date of the Meeting (as it may be adjourned or postponed from time to time). Dissenting Holders who duly

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exercise their Dissent Rights shall be deemed to have transferred the Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 2.3(f) and if they:

(a) ultimately are entitled to be paid fair value for such Shares: (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(f)); (ii) will be entitled to be paid the fair value of such Shares, which fair value, notwithstanding anything to the contrary contained in Part XIV of the OBCA, shall be determined as of the close of business on the day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Shares; or
(b) ultimately are not entitled, for any reason, to be paid fair value for such Shares, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Shares.

3.2 Recognition of Dissenting Holders

(a) In no circumstances shall the Purchaser or the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Purchaser or the Company or any other Person be required to recognize Dissenting Holders as holders of Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(f), and the names of such Dissenting Holders shall be removed from the registers of holders of the Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(f) occurs. In addition to any other restrictions under section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Options or holders of DSUs, PSUs or RSUs; and (ii) Shareholders who vote or have instructed a proxyholder to vote such Shares in favour of the Arrangement Resolution (but only in respect of such Shares).

ARTICLE 4 CERTIFICATES AND PAYMENTS

4.1 Payment and Issuance of Consideration

(a) Prior to the filing of the Articles of Arrangement, the Purchaser shall deposit, or arrange to be deposited, for the benefit of Shareholders, cash with the Depositary in the aggregate amount equal to the payments in respect of Shares required by this Plan of Arrangement, with the amount per Share in respect of which Dissent Rights have been exercised being deemed to be the Consideration for this purpose. The Rollover Consideration payable by the Purchaser to the Rollover Shareholders shall

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be paid pursuant to the Plan of Arrangement and the terms of each Rollover Agreement.

(b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Shares that were transferred pursuant to Section 2.3(g), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Shareholders represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the cash which such holder has the right to receive under this Plan of Arrangement for such Shares, less any amounts withheld pursuant to Section 4.3, and in the case of the Rollover Shareholders, the Purchaser shall also deliver to each such Rollover Shareholder the Rollover Consideration which such holder has the right to receive under this Plan of Arrangement and the applicable Rollover Agreement, and any certificate so surrendered shall forthwith be cancelled.
(c) On or as soon as practicable after the Effective Date, the Company shall deliver, to each holder of Options, DSUs, PSUs and RSUs as reflected on the register maintained by or on behalf of the Company in respect of Options, DSUs, PSUs and RSUs, a cheque or cash payment (or process the payment through the Company’s payroll systems or such other means as the Company may elect or as otherwise directed by the Purchaser including with respect to the timing and manner or such delivery), if any, which such holder of Options, DSUs, PSUs and RSUs has the right to receive under this Plan of Arrangement for such Options, DSUs, PSUs and RSUs, less any amount withheld pursuant to Section 4.3.
(d) Until surrendered as contemplated by this Section 4.1, each certificate that immediately prior to the Effective Time represented Shares, shall be deemed after the Effective Time to represent only the right to receive upon such surrender a cash payment or, if applicable, the Rollover Consideration, in lieu of such certificate as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3. Any such certificate formerly representing Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Shares of any kind or nature against or in the Company or the Purchaser. On such date, all cash to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser or the Company, as applicable, and shall be paid over by the Depositary to the Purchaser or as directed by the Purchaser.
(e) Any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Affected Securities pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser or the Company, as applicable, for no consideration.

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(f) No holder of Affected Securities shall be entitled to receive any consideration with respect to such Affected Securities other than any cash payment or Rollover Consideration to which such holder is entitled to receive in accordance with Section 2.3 and this Section 4.1 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

4.2 Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Shares that were transferred pursuant to Section 2.3 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, cash deliverable in accordance with such holder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall as a condition precedent to the delivery of such cash, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser may direct (acting reasonably), or otherwise indemnify the Purchaser and the Company in a manner satisfactory to Purchaser and the Company, each acting reasonably, against any claim that may be made against the Purchaser and the Company with respect to the certificate alleged to have been lost, stolen or destroyed.

4.3 Adjustment to Consideration

If, on or after the date of the Arrangement Agreement, the Company sets a record date for any dividend or other distribution on the Shares that is prior to the Effective Date, then the Consideration shall be reduced by the per Share amount of such dividends or distributions.

4.4 Withholding Rights

The Purchaser, the Company and the Depositary, and their affiliates, as applicable, shall be entitled to deduct and withhold from any amount otherwise payable or deliverable to any Person under this Plan of Arrangement (including any amounts payable pursuant to Section 3.1), such amounts as the Purchaser, the Company, the Depositary, or their affiliates, as applicable, are required to deduct and withhold, or reasonably believe to be required to deduct and withhold, from such amount otherwise payable or deliverable under any provision of any Laws in respect of Taxes. Any such amounts so deducted or withheld from the amount otherwise payable or deliverable pursuant to this Plan of Arrangement shall be treated for all purposes under this Plan of Arrangement as having been paid to the Person in respect of which such deduction or withholding was made, provided that such amounts were actually remitted to the applicable Governmental Entity. Any such remittance shall occur as required by applicable Law.

4.5 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

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4.6 Paramountcy

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Affected Securities issued or outstanding prior to the Effective Time, (b) the rights and obligations of the Affected Securityholders, the Company, the Purchaser, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Affected Securities shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

ARTICLE 5 AMENDMENTS

5.1 Amendments to Plan of Arrangement

(a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must (i) be set out in writing, (ii) be approved by the Company and the Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to the Affected Securityholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Meeting (provided that the Company or the Purchaser, as applicable, shall have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former holder of Affected Securities.

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ARTICLE 6 FURTHER ASSURANCES

6.1 Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

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APPENDIX “D” STIFEL FORMAL VALUATION AND FAIRNESS OPINION

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Stifel Nicolaus Canada Inc. 161 Bay Street. Suite 3800 Toronto, Ontario M5J 1C4

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November 12, 2023

The Special Committee of the Board of Directors Q4 Inc. 469-A King Street West Toronto, Ontario M5V 1K4

To the Special Committee and the Board of Directors:

Stifel Nicolaus Canada Inc. (“ Stifel Canada ” or “ we ”) understands that Q4 Inc. (the “ Company ” or “ Q4 ”) is contemplating entering into an arrangement agreement (the “ Arrangement Agreement ”) with SEP Forge Bidco Inc., a newly formed corporation controlled by Sumeru Equity Partners L.P. (“ Sumeru ” or the “ Purchaser ”), providing for the acquisition of all of the issued and outstanding shares of Q4 (the “ Shares ”), other than those Shares held by certain shareholders rolling their equity interests, for C$6.05 per Share (the “ Consideration ”), by way of a plan of arrangement (the “ Arrangement ”). Pursuant to the Arrangement Agreement, funds associated with Ten Coves Capital, Darrell Heaps, Neil Murdoch, and another individual shareholder (collectively, the “ Rolling Shareholders ”) will exchange an aggregate of 13,715,467 Shares (the “ Rolling Shares ”) for equity interests in the Purchaser having an equity value equivalent to the cash purchase price payable under the Arrangement.

The above description is summary in nature. The terms and conditions of any proposed transaction (the “ Proposed Transaction ”) will be more fully set forth in the Arrangement Agreement. Stifel Canada understands that some Rolling Shareholders are officers and/or directors of the Company, and that some Rolling Shareholders are considered “insiders” of the Company as such term is defined under relevant securities legislation.

In connection with the Proposed Transaction, we understand that:

(i) the Purchaser will acquire all of the issued and outstanding Shares, other than the Rolling Shares, for a cash payment of C$6.05 per Share;
(ii) the Rolling Shares will be exchanged for equity interests in the Purchaser in accordance with the terms of a rollover agreement to be entered into between the Company and each Rolling Shareholder;
(iii) the Proposed Transaction will be effected by way of a plan of arrangement under Section 182 of the Business Corporations Act (Ontario);
(iv) each of the directors and certain officers of the Company has agreed to vote their Shares in favour of the Proposed Transaction pursuant to voting support agreements;
(v) the Proposed Transaction will not be subject to any financing condition;
(vi) the completion of the Proposed Transaction will be conditional upon, among other things, (a) approval by at least two-thirds of the votes cast by the holders of Shares (“ Shareholders ”), (b)

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Stifel Nicolaus Canada Inc. 161 Bay Street. Suite 3800 Toronto, Ontario M5J 1C4

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a simple majority of the votes cast by Shareholders (excluding votes cast by the Rolling Shareholders and any other persons required to be excluded pursuant to MI 61-101 (as defined below)), and (c) the approval of the Ontario Superior Court of Justice (Commercial List); and

(vii) the terms and conditions of the Proposed Transaction will be described in a management information circular of Q4 to be distributed to the Shareholders in connection with a special meeting of the Shareholders.

Additionally, Stifel Canada has been advised by the Company that the Proposed Transaction constitutes a business combination pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101” ) and that a formal valuation prepared by an independent valuator is required in accordance with MI 61-101. We further understand that the board of directors of Q4 (the “ Board ”) has formed a committee of independent directors of the Company (the “ Special Committee ”) to, among other things, engage and oversee a financial advisor to prepare a formal valuation of the Shares. Accordingly, the Special Committee shall make a recommendation to the Board (who, in turn, will make a recommendation to the Shareholders).

Engagement of Stifel Canada

Stifel Canada’s first correspondence with the Special Committee was on August 9, 2023 with respect to the Proposed Transaction. Stifel Canada was subsequently retained by the Special Committee pursuant to a letter agreement dated August 18, 2023 (the “ Engagement Agreement ”), to provide financial advice and assistance to the Special Committee in evaluating the Proposed Transaction, including the preparation and delivery to the Special Committee, and under the supervision of the Special Committee, of a formal valuation of the Shares in accordance with the requirements of MI 61-101 (the “ Valuation ”) and Stifel Canada’s opinion as to whether the Consideration to be received pursuant to the Proposed Transaction by the Shareholders, other than the Rolling Shareholders, is fair, from a financial point of view, to such holders (the “ Opinion ”, and together with the Valuation, the “ Valuation and Opinion ”).

The Engagement Agreement provides for the payment to Stifel Canada of a fee upon delivery of the Valuation and Opinion. None of the fees payable to Stifel Canada under the Engagement Agreement are contingent upon the conclusions reached in the Valuation or Opinion or the completion of the Proposed Transaction. Additionally, the Company has agreed to reimburse Stifel Canada for reasonable expenses and indemnify Stifel Canada in respect of certain liabilities that might arise out of its engagement. The fees payable to Stifel Canada pursuant to the Engagement Agreement are not financially material to Stifel Canada. No understandings or agreements exist between Stifel Canada and the Company or the Purchaser with respect to future financial advisory or investment banking business.

This Valuation and Opinion has been prepared in accordance with the disclosure standards for formal valuations and fairness opinions of the Canadian Investment Regulatory Organization but the Canadian Investment Regulatory Organization has not been involved in the preparation or review of this Valuation and Opinion.

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Stifel Nicolaus Canada Inc. 161 Bay Street. Suite 3800 Toronto, Ontario M5J 1C4

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Credentials of Stifel Canada

Stifel Canada is a wholly-owned subsidiary of Stifel Financial Corp., which is a publicly traded financial services firm listed on the New York Stock Exchange with offices in Toronto, Calgary, Vancouver and Montreal, Canada, in New York, St. Louis, Dallas, San Francisco, Washington D.C., Houston and Miami, U.S.A., in London, England, in Frankfurt and Munich, Germany, in Milan, Italy, in Madrid, Spain and in Geneva and Zurich, Switzerland. Stifel Canada is a leading independent Canadian investment dealer focused on investment banking and institutional equities sales and trading for corporate clients and institutional investors. As part of our investment banking activities, we are regularly engaged in the valuation of securities in connection with mergers and acquisitions, public offerings and private placements of listed and unlisted securities and regularly engage in market making, underwriting and secondary trading of securities in connection with a variety of transactions. Stifel Canada is not in the business of providing auditing services.

The opinions expressed herein are the opinions of Stifel Canada, based on the guidance and materials provided by management, and the form and content hereof has been approved for release by a group of professionals of Stifel Canada, each of whom is experienced in mergers, acquisitions, divestitures, fairness opinions and valuation matters.

Independence of Stifel Canada

In connection with the Special Committee’s assessment of whether we are independent of any “interested party” (as defined by MI 61-101), we confirm that:

(a) we are not, and none of our affiliates are, an “issuer insider”, “associated entity” nor an “affiliated entity” of any interested party, as each such term is used in MI 61-101;
(b) we are not acting, and none of our affiliates will act, as an adviser to any interested party in respect of the Proposed Transaction;
(c) our compensation under the Engagement Agreement does not depend in whole or in part on the conclusion reached in the Valuation or the Opinion or the outcome of the Proposed Transaction;
(d) we will not act, and none of our affiliates will act, as a manager or co-manager of any soliciting dealer group in connection with the Proposed Transaction nor will we, as a member of any such group, perform services beyond the customary soliciting dealers’ functions nor will we receive more than the per share or per shareholder fee payable to other members of the group;
(e) none of Stifel Canada or its affiliates is the external auditor of any interested party; and
(f) we do not have, and none of our affiliates have, any material financial interest in the completion of the Proposed Transaction.

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Additionally, we also confirm that:

(a) we do not have, and none of our affiliates have, a material financial interest in future business under an agreement, commitment or understanding involving the Company or any interested party, or any of their respective associates or affiliates;
(b) except as described below, during the 24 months prior to August 9, 2023, we have not and none of our affiliates has:
i. had a material involvement in an evaluation, appraisal or review of the financial condition of any interested party or any of their respective associates and affiliates;
ii. had a material involvement in an evaluation, appraisal or review of the financial condition of the Company or any of its associates or affiliates;
iii. acted as a lead or co-lead underwriter of a distribution of securities by Sumeru or any interested party; or
iv. had a material financial interest in a Proposed Transaction involving the Company or any interested party; and
(c) we are not and none of our affiliates is:
i. a lead or co-lead lender or manager or lending syndicate formed in respect of the Proposed Transaction; or
ii. a lender of a material amount of indebtedness to any interested party or the Company or any of their respective affiliates or associates.

Stifel Financial Inc., of which Stifel Canada is a subsidiary, provided a valuation of a portfolio investment of Sumeru that was completed on December 15, 2021, for a total fee of US$500,000.00 (the “ Portfolio Valuation ”). The fees payable to Stifel Financial Inc., and the services performed by Stifel Financial Inc., pursuant to the Portfolio Valuation are not connected to or related in any manner to the Proposed Transaction or the preparation and delivery of the Valuation and Opinion. Other than as disclosed herein, neither Stifel Canada nor Stifel Financial Inc. will receive any compensation or other benefit pursuant to the Portfolio Valuation or in connection with the Proposed Transaction.

Scope of Review

In connection with forming Stifel Canada’s Valuation and Opinion, we have considered, and relied upon (subject to the exercise of our professional judgment, without attempting to verify independently the completeness, accuracy, or fair presentation thereof), among other things, the following:

a) draft Arrangement Agreement dated November 12, 2023;
b) the letter of intent dated November 6, 2023 from Sumeru to the Board;
c) certain other publicly available business and financial information relating to Q4;
d) public press releases and news articles;

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e) material change reports, and other regulatory filings made by Q4 since its initial public offering;
f) the audited consolidated financial statements as at and for the fiscal years ended December 31, 2021 and 2022, and unaudited interim financial statements as at for the three, six and nine months ended September 30, 2021, March 31, 2022, June 30, 2022, September 30, 2022, March 31, 2023, and June 30, 2023;
g) internal financial results for the period ended September 30, 2023;
h) the historical management discussion and analysis for the fiscal years ended December 31, 2021 and 2022, and for the three, six, and nine months ended September 30, 2021, March 31, 2022, June 30, 2022, September 30, 2022, March 31, 2023, and June 30, 2023;
i) the annual information form for fiscal years ended December 31, 2021 and 2022;
j) the contents contained in the data room provided to Stifel Canada;
k) certain industry research publications;
l) public information in connection with the business, operations, historical market prices, trading activity, such as volume, average daily trading value, block trades;
m) valuation multiples of Q4 and other selected public companies as Stifel Canada deemed relevant;
n) public information with respect to certain other transactions of a comparable nature, as Stifel Canada deemed relevant;
o) discussions with Q4’s financial advisor, Raymond James Ltd.;
p) discussions with management on key topics such as:
i. corporate strategy and market perspectives (including outlook on the macro economic environment, markets for Q4’s products, competitive dynamics and key risks);
ii. revenue and growth assumptions (e.g. assumptions with respect to customer churn rate, win rate, average revenue per account (ARPA) growth, etc.);
iii. costs and profitability (e.g. drivers for research and development, sales and marketing, general and administrative, etc.);
iv. risk mitigation strategies (e.g. key competitors, customer retention, etc.); and
v. company forecast including quarterly breakdown of revenue, cost of sales, and operational expenditures to 2024E, annual forecast to 2026E (including respective underlying business drivers and assumptions), and a review of certain assumptions which allowed management to develop an annual forecast to 2033E, which has been reviewed and signed off by management; and
q) other analyses that were performed and relevant factors that Stifel Canada deemed as appropriate.

Stifel Canada, to the best of its knowledge, has not been denied access or limited by Q4 to any information requested by Stifel Canada.

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Prior Valuations

Q4 has represented to Stifel Canada that no prior valuation (as defined by MI 61-101) has been prepared, with respect to Q4’s securities or materials assets, in the past 24 months preceding the date hereof.

Assumptions and Limitations

This Valuation and Opinion prepared by Stifel Canada is subject to the assumptions and limitations described below.

With the approval of the Special Committee and as provided for in the Engagement Agreement, Stifel Canada has relied upon, and has assumed the completeness, accuracy and fair presentation of all financial and other information, data, advice, opinions and representations obtained by us from public sources, or provided to us by the Company or its affiliates, associates or advisors, or otherwise obtained by us pursuant to our engagement (collectively, the “ Information ”), and this letter is conditional upon such completeness, accuracy and fair presentation of such Information. Without limiting the generality of the foregoing, our descriptions in this letter of the Company and their respective assets, businesses and operations are derived from the Information that we have obtained from the Company or its affiliates, associates or advisors or from publicly available sources. Subject to the exercise of our professional judgment and except as expressly described herein, we have not been requested to or attempted to verify independently the accuracy, completeness or fairness of the presentation of any such Information, data, advice, opinions and representations. Furthermore, we have relied upon historical data, operating metrics, future forecasts and have validated whether this information and assumptions were reasonable by applying our own judgment based on our knowledge of the company, industry and market. Stifel Canada has not met with the independent auditors of the Company in connection with preparing this Valuation and Opinion and has assumed the accuracy and fair presentation of, and relied upon, the audited consolidated financial statements and the reports of the auditors thereon, as well as the unaudited interim financial statements and internal financial results of the Company.

With respect to the historical financial data, operating and financial forecasts and budgets provided to us concerning Q4 and its business and relied upon in our financial analyses, we have assumed, subject to our professional judgment, that they have been reasonably prepared on the basis reflecting the most reasonable assumptions, estimates and judgments of management of the Company in regard to the Company’s business, plans, taxation levels, financial condition and prospects of the Company.

The Company has represented to Stifel Canada, in a certificate of two senior officers of the Company, dated the date hereof, among other things, that, subject to the limitations described therein, (i) the Information, data and other material (financial or otherwise) provided to us by or on behalf of the Company, including written information and information provided orally in discussions concerning the Company, including the materials referred to above under the heading “Scope of Review” are complete, true and correct as at the date the Information was provided to us and did not contain any untrue statement of a material fact in respect of the Company, its subsidiaries or the Proposed Transaction and did not omit to state a material fact in respect of the Company, its subsidiaries or the Proposed Transaction necessary to make the Information not misleading in light of the circumstances under which the Information was made or provided; and (ii) since the date on which the Information was provided to Stifel Canada, except as disclosed in writing to Stifel Canada, there has been no material change, financial or otherwise, in the financial condition, assets or liabilities (contingent

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or otherwise), business, operations or prospects of the Company or any of its subsidiaries and no material change has occurred in the Information or any part thereof which would have or which would reasonably be expected to have a material adverse impact on the conclusions provided in this Valuation and Opinion.

This Valuation and Opinion is rendered on the basis of securities markets, economic and general business and financial conditions prevailing as of the date hereof, and the conditions and prospects, financial and otherwise, of the Company and its respective subsidiaries, as they are reflected in the Information and as they have been represented to Stifel Canada in discussions with the management and employees of the Company and its advisors. In our analysis and in connection with the preparation of this Valuation and Opinion, Stifel Canada has made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of either party involved in the Proposed Transaction.

This Valuation and Opinion has been provided for the exclusive use of the Special Committee and the Board and, other than as permitted by the Engagement Agreement or herein, may not be used by any other person or relied upon by any other person other than the Special Committee and the Board of Directors, or used for any other purpose, without the express prior written consent of Stifel Canada in each specific instance. This Valuation and Opinion is not intended to be and does not constitute a recommendation to the Special Committee or the Board as to whether it should support the Proposed Transaction, nor as a recommendation to any Shareholder as to whether or not to vote in favour of the Proposed Transaction or as an opinion concerning the trading price or value of any securities of the Company following the announcement or completion of the Proposed Transaction.

We are not legal, tax or accounting experts and we express no opinion concerning any legal, tax or accounting matters concerning Proposed Transaction or the sufficiency of this letter for the Company’s purposes.

Stifel Canada has prepared this Valuation and Opinion as required in order for the Company to satisfy its obligations under applicable securities laws. Stifel Canada believes that its analyses must be considered as a whole and that selecting portions of the analyses or the factors considered by it, without considering all the factors and analyses together, could create a misleading view of the process underlying the Valuation and Opinion. The preparation of a valuation and fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to an undue emphasis on any particular factor or analysis.

The Valuation and Opinion are given as of the date hereof and Stifel Canada disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Valuation and Opinion which may come or be brought to Stifel Canada’s attention after the date hereof, except as required by us in accordance with MI 61-101. Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting the Valuation and Opinion after the date hereof, Stifel Canada reserves the right to change or modify the Valuation and Opinion in accordance with the terms of the Engagement Agreement.

Overview of Q4

The Company was founded in 2005 and the Shares are listed on the TSX under the ticker symbol “QFOR”. Q4 is headquartered in Toronto, Canada.

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Business of Q4

Corporate Customers

Q4 provides corporate customers with a comprehensive cloud-based software platform that enables effective interactions with other capital markets participants. The platform, which is made up of a number of differentiated product offerings, currently provides corporates with critical technology infrastructure and data that may be used to support their investor relations (“ IR ”) teams, including:

Websites: building and managing an effective investor-focused IR website, using modern, responsive designs and best practice content. The platform leverages automated tools, including share price charting, news and regulatory filing feeds, as well as advanced workflow management for large IR teams and features that enable investors to engage directly with corporate management. Key products within the website segment include investor relations, newsroom and corporate websites.
Virtual Events: hosting virtual and hybrid events and providing meeting services, from one-on-one meetings to large, complex, multi-meeting conferences with thousands of participants, including nondeal roadshows, environmental, social and governance (ESG) themed events, corporate town halls and quarterly conference calls.
Analytics: providing analytics and shareholder intelligence on behaviour and perceptions of current and prospective shareholders. Q4 uses public and proprietary data to monitor changes in shareholdings in realtime and have the ability to alert and report those changes to the issuer. Analytics solutions include equity shareholder intelligence, shareholder identification and capital markets intelligence.
CRM: enabling and managing relationships with investors using their sophisticated IR-focused investor relationship management application. Corporate IR teams are able to use their CRM to track investor contact information, investment parameters and communications, to conduct investor targeting and to benchmark their success in attracting their desired investors. The CRM solutions also include program analytics, market intelligence, meeting and activity management and reporting workflows.

The Q4 platform gives corporate customers a proprietary, unified view of individual investor identities as well as the institutions they represent. Q4 customers have the option to purchase solutions on a per product basis or in tiered subscription bundles, depending on their needs. Q4’s three tiered bundles, “Communicate”, “Engage” and “Elevate”, offer enhanced features by increasing customer access to the platform and complementing it with their dedicated customer experience team. Q4 bundles take advantage of the platform approach to allow increasing volumes of data to be shared, aggregated and reviewed holistically to provide deeper insights unique to each customer. Pricing of these bundles is through an annual recurring fee, which increases in cost for each tier.

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Sell-Side Customers

Q4 provides sell-side customers with platform solutions that enable their corporate access teams to build and manage complex virtual and hybrid investor events, such as investor conferences, non-deal roadshows and one-on-one meetings at scale. Q4 provides the technology infrastructure, data and analytics to enable sellside customers’ corporate access teams to: build and manage complex investor conference schedules, including multiple company presentation types, breakout rooms and virtual networking, and manage hundreds of concurrent meetings between public companies and investors, on a stand-alone basis and through light touch integration with institutional customer relationship management systems.

Buy-side Customers

Q4 provides prospective buy-side customers, mainly sophisticated public markets investors, with access to corporate information, corporate events and direct communication with issuers, and are expanding the platform to allow buy-side firms to self-manage their identities across the platform, enabling them to better connect with capital markets participants.

Historical Results of Operations

The following tables provide a summary of the Company’s financial results for the last four completed financial years ended December 31 and the six months ended June 30, 2022 and June 30, 2023.

(US$mm) Revenue Gross Profit Adjusted EBITDA Adjusted EBITDA Margin Net Income (Loss) (US$mm) Cash & Equivalents Total Assets Total LT Liabilities Total Liabilities	2019A 2020A 2021A 2022A $22.4 $40.4 $55.4 $56.1 $12.0 $21.7 $31.6 $33.2 ($7.7) ($6.8) ($13.6) ($27.9) Fiscal Year Ending December 31	Quarter Ended June 30
		2022A 2023A
		$13.8 $15.1 $7.8 $10.3 ($8.7) ($3.8)
	(34.3%) (16.9%) (24.6%) (49.7%)	(63.2%) (24.9%)
	($11.0) ($13.1) ($26.9) ($36.4)	($11.4) ($6.1)

	2019A 2020A 2021A 2022A $5.9 $4.6 $63.3 $21.5 $32.1 $53.9 $109.1 $73.8 $4.4 $7.6 $8.1 $8.2 $16.7 $30.5 $30.4 $29.5 As at December 31	As at June 30
		2022A 2023A
		$45.1 $21.7 $91.5 $62.6 $7.3 $10.7 $29.9 $30.5

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Definition of Fair Market Value

For the purposes of the Valuation, and in accordance with MI 61-101, “fair market value” means the monetary consideration that, in an open and unrestricted market, a prudent and informed buyer would pay a prudent and informed seller, each acting at arm’s length with the other and under no compulsion to act (“ Fair Market Value ”). In accordance with MI 61-101, Stifel Canada has made no downward adjustment to the Fair Market Value of the Shares to reflect the liquidity of the Shares, the effect of the Proposed Transaction on the Shares, or the fact that the Shares held by minority Shareholders do not form part of a controlling interest.

Approach to Value Analysis

The Valuation provides a conclusion on a per Share basis with respect to Q4’s “en bloc” value, being the price at which all of the Shares could be sold to one or more buyers in a single transaction or series of transactions.

Stifel Canada did not consider whether any synergies will accrue to the Purchaser as a consequence of the completion of the Proposed Transaction. The only potential annualized cost savings that might accrue to the Purchaser that have been quantified are the elimination of public company expenses. Q4’s management has estimated that the annualized savings from their elimination would be approximately US$2 million and Stifel Canada has reflected these savings into its Valuation.

Valuation Methodologies

In determining the Fair Market Value of the Shares, Stifel Canada applied three principal valuation methodologies:

a discounted cash flow analysis (“ DCF Analysis ”);
a comparable companies trading analysis (“ Comparable Trading Analysis ”); and
a comparable precedent transactions analysis (“ Precedent Transactions Analysis ”).

We also approached our analysis using a number of secondary techniques including analyst valuation approaches and price targets, historical trading analysis, and M&A premiums analysis, but did not rely on these methods to arrive at our conclusion regarding the Fair Market Value of the Shares as when applying our judgment and experience.

Discounted Cash Flow Analysis

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assumptions viewed by Q4’s management as reasonable (“ Management’s Forecast ”). These projections allowed for the determination of sensitivities with respect to input variables.

Management’s Forecast Overview

In review of Management’s 3-Year Forecast and Management’s Forecast, we reviewed and evaluated Q4’s management’s driving underlying assumptions including but not limited to:

revenue growth across each of the business lines;
the demand for the Company’s products, dependent on enterprise customer budgets and capital markets activity, and the expected performance of the aforementioned relative to today;
average revenue per account, in particular related to attach rates of recent new and future products, and the Company’s ability to cross-sell its products;
product revenue contribution mix;
product pricing strategy and future price increase expectations;
customer retention (controllable and uncontrollable);
cost of goods sold and gross margins, in particular related to recent and future initiatives to save costs (related to personnel, technology, and lease agreements, amongst others); and
operating expenditures, specifically sales and marketing spend, research and development costs, and general and administrative expenses, in the context of recent and anticipated cost reduction strategies.

In order to establish comfort in whether to rely on Management’s 3-Year Forecast and Management’s Forecast we completed the following:

a review of historical actual results against prior budgets and forecast;
a review of the Company’s approach to developing business plans and their forecasting process;
a review of key metrics vs. industry benchmarks and comparable companies;
discussions with Q4’s management regarding the basis for a number of their model assumptions and how credible (or non-credible) they are; and
scenario analysis on key revenue and expense drivers.

As a result of our rigorous quantitative and qualitative review of the aforementioned, among other materials, Stifel Canada believes that Management’s 3-Year Forecast and the Management Forecast appear reasonable and credible and were therefore relied upon in the construction of the DCF Analysis.

Summary of 10-Year Forecast

In calculating Management Forecast’s unlevered after-tax free cash flow projections used in the DCF Analysis, we incorporated an expected net operating loss starting balance of US$79.1 million at Q1 2024E applied to offset future tax expenses and added back US$2 million in public company costs annually estimated as cost savings by Q4’s management upon the close of the Proposed Transaction.

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Below is a summary of the DCF Analysis.

Below is a summary of the DCF Analysis.
	Fiscal Year Ending December 31
(US$mm, except per share items) 2024E 2025E 2026E	2027E 2028E 2029E 2030E 2031E 2032E 2033E
Revenue $67.2 $78.5 $92.8 Gross Profit $50.2 $60.9 $74.0	$106.7 $122.7 $141.1 $162.3 $186.6 $214.6 $246.8 $86.4 $99.4 $114.3 $131.4 $151.2 $173.8 $199.9
Adjusted EBITDA $2.5 $9.3 $18.3	$19.9 $22.6 $27.1 $30.8 $37.0 $42.2 $48.2
EBIT ($2.3) $5.0 $14.3 Cash Taxes $0.0 $0.0 $0.0	$15.8 $18.1 $22.2 $25.6 $31.3 $36.0 $41.4 $0.0 $0.0 $0.0 ($6.3) ($8.6) ($9.9) ($11.3)
NOPAT ($2.3) $5.0 $14.3 (-) CAPEX ($0.2) ($0.2) ($0.2) (-) Increase in NWC ($0.8) ($0.8) ($1.1) (+) D&A $2.5 $2.1 $1.8	$15.8 $18.1 $22.2 $19.3 $22.7 $26.1 $30.0 ($0.3) ($0.3) ($0.4) ($0.4) ($0.5) ($0.5) ($0.6) ($1.3) ($1.4) ($1.7) ($1.9) ($2.2) ($2.5) ($2.9) $2.1 $2.4 $2.7 $3.1 $3.6 $4.2 $4.8
Unlevered Free Cash Flow ($0.7) $6.1 $14.7 PV Factor 93.7% 82.2% 72.1% PV of FCFF ($0.7) $5.0 $10.6	$16.3 $18.8 $23.0 $20.2 $23.7 $27.2 $31.3 63.2% 55.5% 48.6% 42.7% 37.4% 32.8% 28.8% $10.3 $10.4 $11.2 $8.6 $8.9 $8.9 $9.0

Includes public company cost savings.
Net operating loss of US$79.1 million incorporated at Q1 2024E.

Discount Rate Analysis

We estimate a weighted average cost of capital (“ WACC” ) to discount the projected unlevered after-tax free cash flows. The WACC was calculated using a cost of equity and an after-tax cost of debt, weighted on the basis of an assumed target capital structure. Stifel Canada applied its judgment in arriving at an assumed capital structure, which was based on a review of the current capital structures of selected companies in software as a service technology companies and the historical and current relative risks inherent in these companies’ assets. The cost of debt was calculated based on Q4’s current undrawn debt facility, which has an interest rate of CIBC’s Prime Rate + 1.00% margin (“ Cost of Debt ”). We then multiplied the Cost of Debt by the Canadian Corporate Tax Rate to arrive at the after tax cost of debt. To estimate the cost of equity, we used the Capital Asset Pricing Model (“ CAPM ”). CAPM estimates the cost of equity with reference to the riskfree rate of return, the risk of equity relative to the market (“beta”) and a market equity risk premium. To select the appropriate unlevered beta, Stifel Canada performed a series of calculations and consulted certain thirdparty sources in estimating Q4’s beta and considered a select group of comparable companies that have similar risks. The selected unlevered beta was re-levered using the assumed target capital structure and was applied in the CAPM approach to calculate the cost of equity.

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Below are the assumptions used by Stifel Canada in estimating WACC for Q4:

Below are the assumptions used by	Stifel Canad
WACC Calculation
*Capital Structure*
Debt-to-Total Capitalization	10.5%
Equity-to-Total Capitalization	89.5%
*Cost of Debt*
Cost of Debt	8.2%
QFOR Statuatory Tax Rate	26.5%
After-Tax Cost of Debt	6.0%
*Cost of Equity*
Risk-Free Rate(1)	3.8%
Adj. Levered Beta(2)	1.54
Market Risk Premium(3)	5.3%
Size Premium(4)	3.1%
Cost of Equity	15.0%
Weighted-Average Cost of Capital	14.0%

Source: Bloomberg, FactSet, Kroll Cost of Capital Navigator.

Risk-Free Rate corresponds to the Canadian 10-year government bond yield, as per Bloomberg.
Analysis of betas for selected comparable companies relative to the S&P 500 Index.
Market Risk Premium equal to 5.25% as per KPMG.
Size premium based on the Kroll Cost Capital Report.

Based upon the foregoing, Stifel Canada determined the appropriate WACC for the Company to be in the range of 13.0% to 15.0%.

Terminal Value

Stifel Canada calculated a range of terminal enterprise values based on a 2.50% to 3.50% growth rate into perpetuity of the unlevered after-tax free cash flows following the end of the forecast period and a discount range of 13.0% to 15.0%. Stifel Canada calculated that a 3.00% terminal growth rate of the unlevered aftertax free cash flows was appropriate after 2033E given the forecasted revenue trajectory for the business over the forecast period.

Summary of DCF Analysis

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Below is a summary of the DCF Analysis per share value range.

WACC Perpetual Growth Rate Termianl Value (US$mm) Present Value Factor Present Value of Terminal Value Sum of Present Value of FCFF (US$mm) TEV (US$mm) TEV (C$mm) Cash(C$mm) Enterprise Value (C$mm) Fully Diluted Shares Outstanding (mm) Implied Share Price (C$)	Value Range
	Low High 15.0% 13.0% 2.5% 3.5% $256.8 $341.2 26.5% 31.3% $68.1 $106.8 $78.3 $86.4 $146.4 $193.3 $202.6 $267.4 $22.3 $22.3 224.9 289.7 42.5 42.5 $5.30 $6.82

Source: Bloomberg, FactSet, priced as of market close on November 10, 2023; CAD:USD FX rate of 1.38 as of November 10, 2023.

Under the DCF Analysis, the value per Share was determined to be in the range of approximately C$5.30 to C$6.82.

Sensitivity Analysis

The table below demonstrates how different Terminal Growth Rates and WACCs influence the implied equity value per Share from our DCF Analysis.

13.0% 13.5% 14.0% 14.5% 15.0% WACC		2.5% 3.0% 3.5% Terminal Growth Rate Equity Value Per Share (C$/sh) Sensitivity
		$6.46 $6.63 $6.82 $6.13 $6.28 $6.44 $5.82 $5.96 $6.10 $5.55 $5.67 $5.79 $5.30 $5.40 $5.51

Comparable Companies Trading Analysis

We reviewed the trading metrics of a number of publicly traded software companies based in North America (the “ Primary Peer Group ”) we believed to be the most comparable to Q4, considering attributes such as:

revenues primarily derived from selling software;
high percentage of revenue is recurring or contractual in nature;
an enterprise value range we considered in the range comparable to Q4;
financial metrics, namely revenue growth, and gross and adjusted EBITDA margins in a range comparable to Q4 (or the combination of revenue growth and adjusted EBITDA margin commonly referred to in industry terms as the Rule of 40);
companies which sold their products B2B; and
companies whose customer end markets were similar to those of Q4.

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For the purposes of our analysis, we based our valuation on a Total Enterprise Value (“ TEV ”) to 2023E Revenue or TEV/2023E Revenue, and TEV to 2024E Revenue or TEV/2024E Revenue, as investors and the majority of the equity research analyst community use these metrics for comparative purposes within the software sector and also because we believe these multiples to be the most appropriate of a high growth technology company transitioning from negative to positive adjusted EBITDA (i.e. the company had not reached a mature level of profitability).

The following table is a summary of our Comparable Companies Trading Analysis.

(Expressed in US$mm) Company Name	EV / Revenue	EV / Revenue
	2023E	2024E
Primary Peer Group Yext, Inc. $890 $801 Coveo Solutions, Inc. $829 $671 Vimeo, Inc. $663 $386 ON24, Inc. $337 $130 D2L, Inc. $310 $213 Copperleaf Technologies Inc $291 $200 Expensify, Inc. Class A $190 $167 Thinkific Labs, Inc. $155 $69 ProntoForms Corporation $58 $59	2.0x 1.9x 5.5x 4.7x 0.9x 0.9x 0.8x 0.9x 1.2x 1.1x 3.5x 2.8x 1.1x 1.1x 1.2x 1.0x 2.4x 2.0x
Primary Peer Group Average	2.1x	1.8x

Source: Company filings, FactSet, priced as of market close on November 10, 2023.

Summary of Comparable Companies 2023E/2024E Revenue Multiples Analysis

TEV / 2023E Revenue TEV / 2024E Revenue	Q4 Revenue	Multiple Range Implied Enterprise Value Range Implied Equity per Share Implied Equity per Share(30% Premium)
		Low High Low High Low High Low High
	(C$mm) $82.9 $92.9	x x (C$mm) (C$mm) C$/sh C$/sh C$/sh C$/sh 1.75x 2.25x $145.0 $186.4 $4.09 $5.07 $5.32 $6.59 1.50x 2.00x $139.4 $185.8 $3.96 $5.05 $5.15 $6.57

Source: Company filings, FactSet, analyst research, priced as of market close on November 10, 2023; CAD:USD FX rate of 1.38 as of November 10, 2023.

Summary of Comparable Companies Trading Analysis

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Precedent Transactions Analysis

We reviewed a number of precedent transactions based in North America to determine our group of comparable precedent transactions. We considered attributes such as:

business operations of target must be software-focused with a meaningful portion of revenue derived from subscription or contracted revenue;
target must have been publicly listed on a North American exchange when the deal was announced;
implied enterprise value range we considered in the range comparable to Q4; and
financial metrics, namely revenue growth, gross margins, and adjusted EBITDA margins in a range comparable to Q4 (or the combination of revenue growth and adjusted EBITDA margin commonly referred to in industry terms as the Rule of 40).

Stifel Canada notes that there are a relatively limited number of directly comparable transactions due to the company’s unique business mix and financial profile and not all precedents fit all of the criteria. However, we have applied our qualitative and quantitative judgment as well as our experience in rendering such opinions to select the most appropriate precedent transactions.

For the purposes of the analysis, we based our valuation on a Total Enterprise Value (“ TEV ”) to last 12 months Revenue (“ LTM ”) or TEV/LTM and TEV to next 12 months Revenue (“ NTM ”) or TEV/NTM. Stifel Canada reviewed the TEV/LTM, the TEV/NTM acquisition multiples of the precedent transactions as investors and the majority of the equity research analyst community use these metrics for comparative purposes within the software sector.

Below is a summary of the selected precedent transactions considered in the Precedent Transactions Analysis.

Analysis.
Completed Date	Announce Date	Target	Acquiror	Implied Enterprise Value (US$M)	EV / NTM Revenue(2) EV / LTM Revenue(1)
Oct-2023 Jul-2023 Dialogue Health Technologies Sun Life Financial Inc $237 3.3x 2.6x Jan-2023 Oct-2022 Benefitfocus, Inc. Voya Financial Inc. $570 2.2x 2.2x Dec-2020 Sep-2020 MobileIron, Inc. Ivanti Software, Inc. $794 3.7x 3.7x Jul-2019 May-2019 Amber Road Inc E2open LLC $445 5.2x 4.8x Jun-2019 Apr-2019 BSM Technologies Inc. Geotab Inc. $85 1.9x 1.8x Feb-2018 Nov-2017 Bazaarvoice, Inc. Marlin Management Co LLC $456 2.2x 2.1x Nov-2017 Sep-2017 Exa Corporation Dassault Systemes SE $383 5.3x 4.7x May-2017 Feb-2017 Halogen Software Inc. Saba Software, Inc.; 6883621 Canada Inc. $186 2.6x 2.4x
Average 3.3x 3.0x

Source: Mergermarket, Capital IQ, Company filings.

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Stifel Nicolaus Canada Inc. 161 Bay Street. Suite 3800 Toronto, Ontario M5J 1C4

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Summary of Precedent Transactions LTM/NTM Analysis

Q4 Revenue (C$mm) LTM Revenue Multiple(1) $80.9 NTM Revenue Multiple(2) $90.3	Q4 Revenue	Multiple Range	Multiple Range	Implied Enterprise Value Range	Implied Enterprise Value Range	Implied Equity Valueper Share
		Low	High	Low	High	Low High
		x 2.75x 2.50x	x 3.25x 3.00x	(C$mm) $222.5 $225.6	(C$mm) $263.0 $270.8	C$/sh C$/sh $5.92 $6.87 $5.99 $7.05

Based on LTM Revenue as of September 30, 2023.
Based on estimates of NTM Revenue as of September 30, 2023.

Source: Company filings, FactSet, priced as of market close on November 10, 2023; CAD:USD FX rate of 1.38 as of November 10, 2023.

Our approach considered these transactions as a good estimate of “en bloc” value. Stifel Canada applied its professional judgement, taking into consideration Q4’s financial and operating characteristics, to derive a range of values of C$5.92 to C$7.05 per share from the Precedent Transactions Analysis.

Formal Valuation Conclusion

In arriving at an opinion of Fair Market Value for the Shares, Stifel Canada has not attributed any particular weight to any specific factor but has made qualitative and quantitative judgments based on experience in rendering such opinions and on circumstances then prevailing as to the significant and relevance of each factor.

Based upon and subject to the foregoing and such other factors as we considered relevant, Stifel Canada is of the opinion that, as of the date hereof, the Fair Market Value of the Shares is in the range of C$5.50 to C$6.80 per Share.

Fairness Opinion Conclusion

Based upon and subject to the forgoing, and other matters as we consider relevant, Stifel Canada is of the opinion that, as of the date hereof, the Consideration to be received by the Shareholders (other than the Rolling Shareholders) pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders.

Yours very truly,

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STIFEL NICOLAUS CANADA INC.

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APPENDIX “E” RAYMOND JAMES FAIRNESS OPINION

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November 12[th] , 2023

The Special Committee of the Board of Directors and the Board of Directors of Q4 Inc.

469-A King St. W. Toronto, Ontario M5V 1K4 Canada

To the Special Committee of the Board of Directors and the Board of Directors:

Raymond James & Associates, Inc. (“Raymond James”, “we” or “us”) understands that Q4 Inc. (the “Company”) and SEP Forge Bidco Inc. (the “Purchaser”), a newly incorporated corporation controlled by Sumeru Equity Partners, propose to enter into a definitive arrangement agreement (the “Arrangement Agreement”) pursuant to which, among other things, the Purchaser will acquire the Company by way of a court approved plan of arrangement under the Business Corporations Act (Ontario) (the “Transaction”). Pursuant to the Transaction, the Purchaser will acquire (i) all of the issued and outstanding common shares of the Company (the “Common Shares”) for a cash payment of $6.05 CAD per Common Share (the “Common Share Transaction Consideration”), other than an aggregate of 13,715,467 Common Shares (the “Rollover Shares”) held by Messrs. Darrell Heaps, the Founder, President and Chief Executive Officer of the Company and Neil Murdoch, a director of the Company, another individual shareholder, and funds associated with Ten Coves Capital (collectively, the “Rolling Shareholders”), and (ii) the Rollover Shares, which will be exchanged for equity interests in the Purchaser at an implied value equal to $6.05 CAD per Common Share.

The terms and conditions of the Transaction will be summarized in the Company’s management information circular (the “Circular”) to be mailed to holders of Common Shares in connection with the special meeting of Company shareholders to be held to consider and, if deemed advisable, approve the Transaction. The Special Committee of the Board of Directors (the “Special Committee”) and the Board of Directors have requested that Raymond James provide an opinion (the “Opinion”) to the Special Committee and the Board of Directors as to whether, as of the date hereof, the Common Share Transaction Consideration to be received by the holders of the Common Shares (other than the Rollover Shareholders) is fair, from a financial point of view, to such holders. For purposes of this Opinion, and with your consent, we have assumed that the Common Share Transaction Consideration is a cash payment of $6.05 CAD per Common Share with respect to such holders.

The Special Committee initially contacted Raymond James regarding a potential advisory assignment in July 2023. Raymond James was formally engaged by the Special Committee pursuant to an agreement dated as of September 1, 2023 (the “Engagement Agreement”). Pursuant to the Engagement Agreement, Raymond James has been engaged to render financial advisory services to the Company in connection with the proposed Transaction and will receive a fee for such services, a substantial portion of which is contingent upon consummation of the

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Special Committee of the Board of Directors and the Board of Directors Q4 Inc. November 12, 2023 Page 2

Transaction. Raymond James will also receive a fee upon the delivery of this Opinion, which is not contingent upon the successful completion of the Transaction or on the conclusion reached herein. In addition, the Company has agreed to reimburse certain of our expenses and to indemnify us against certain liabilities arising out of our engagement.

Neither Raymond James, nor any of our affiliates, is an insider, associate or affiliate (as those terms are defined in the Securities Act (Ontario) or the rules made thereunder) of the Company, the Purchaser or any of their respective affiliates (collectively, the “Interested Parties”). Raymond James has not been engaged to provide any financial advisory services nor has it participated in any financings involving the Interested Parties within the past two years. There are no understandings, agreements or commitments between Raymond James and any of the Interested Parties with respect to future business dealings.

In the ordinary course of our business, Raymond James may trade in the securities of the Company for our own account or for the accounts of our customers and, accordingly, may at any time hold a long or short position in such securities. Furthermore, Raymond James may provide investment banking, financial advisory and other financial services to the Company and/or the Purchaser or other participants in the Transaction in the future, for which Raymond James may receive compensation.

In connection with our review of the proposed Transaction and the preparation of this Opinion, we have, among other things:

reviewed a draft dated November 12, 2023 of the Arrangement Agreement, including the plan of arrangement and the financial terms and conditions therein;
reviewed a draft of the voting support agreements to be entered into by the Rollover Shareholders, directors and executive officers of the Company and the Purchaser;
reviewed drafts of the rollover agreements to be entered into by the Rollover Shareholders and the Purchaser;
reviewed certain information related to the historical condition and prospects of the Company, as made available to Raymond James by or on behalf of the Company, including, but not limited to, financial projections prepared by the management of the Company (the “Projections”);
reviewed the Company’s audited financial statements for periods ended December 31, 2021, December 31 2022 and the unaudited financial statements for the periods ending, March 31 2023, June 30 2023 and September 30 2023; [NTD: Did RJ review the draft Sept 30/23 statements or the final version?]

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Special Committee of the Board of Directors and the Board of Directors Q4 Inc. November 12, 2023 Page 3

reviewed the Company’s recent public filings as filed on SEDAR+ and certain other publicly available information regarding the Company;
reviewed the financial and operating performance of the Company and those of other selected public companies that we deem to be relevant;
considered certain publicly available financial terms of certain transactions we deem to be relevant;
reviewed the current and historical market prices and trading volume of the Common Shares, and the current market prices of the publicly traded securities of certain other companies that we deemed to be relevant;
conducted such other financial studies, analyses and inquiries and considered such other information and factors as we deemed appropriate;
received a certificate addressed to Raymond James from a member of senior management of the Company regarding, among other things, the accuracy of the information, data and other materials (financial or otherwise) provided to, or discussed with, Raymond James by or on behalf of the Company; and
discussed with members of the senior management of the Company certain information relating to the aforementioned and any other matters which we have deemed relevant to our inquiry including, but not limited to, the past and current business operations of the Company and the financial condition and future prospects and operations of the Company.

A senior member of management of the Company has represented to Raymond James that, to the best of her knowledge, after due enquiry, there have been no prior valuations (as such term is defined in the Canadian Securities Administrators Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”) of the Company or any of its material assets or subsidiaries prepared in the preceding 24 months.

With your consent, we have assumed and relied upon the accuracy, completeness and fair presentation of all information supplied by or on behalf of the Company or otherwise reviewed by or discussed with us (including obtained by us from public sources), and we have undertaken no duty or responsibility to, nor did we, independently verify any of such information. We have not been asked to prepare and have not prepared a formal valuation under MI 61-101 or appraisal of any of the assets, liabilities (contingent or otherwise) or securities of the Company or any of its respective subsidiaries and our Opinion should not be construed as such. We have been advised by the Special Committee that Stifel Nicolaus Canada Inc. will prepare and deliver a formal valuation in connection with the Transaction in accordance with the requirements of MI 61-101.

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Special Committee of the Board of Directors and the Board of Directors Q4 Inc. November 12, 2023 Page 4

With respect to the Projections and any other information and data provided to or otherwise reviewed by or discussed with us, we have, with your consent, assumed that the Projections and such other information and data have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of management of the Company, and we have relied upon the Company to advise us promptly if any information previously provided became inaccurate or was required to be updated during the period of our review. We express no opinion with respect to the Projections or the assumptions on which they are based. We have assumed that the final form of the Arrangement Agreement will be substantially similar to the draft reviewed by us, and that the Transaction will be consummated in accordance with the terms of the Arrangement Agreement without waiver or amendment of any conditions thereto, and that the Arrangement Agreement and the Circular will disclose all material facts relating to the Transaction. Furthermore, we have assumed, in all respects material to our analysis, that the representations and warranties of each party contained in the Arrangement Agreement are true and correct and that each such party will perform all of the covenants and agreements required to be performed by it under the Arrangement Agreement without being waived. We have relied upon and assumed, without independent verification, that (i) the Transaction will be consummated in a manner that complies in all respects with all applicable international, provincial, federal and state statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Transaction will be obtained and that no delay, limitations, restrictions or conditions will be imposed or amendments, modifications or waivers made that would have an effect on the Transaction or the Company that would be material to our analyses or this Opinion.

Our opinion is based upon market, economic, financial and other circumstances and conditions existing and disclosed to us as of November 12, 2023 and any material change in such circumstances and conditions would require a reevaluation of this Opinion, which we are under no obligation to undertake. We have relied upon and assumed, without independent verification, that there has been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to us that would be material to our analyses or this Opinion, and that there is no information or any facts that would make any of the information reviewed by us incomplete or misleading in any material respect.

We express no opinion as to the underlying business decision to effect the Transaction, the structure or tax consequences of the Transaction or the availability or advisability of any alternatives to the Transaction. We provided advice to the Special Committee with respect to the proposed Transaction. We did not, however, recommend any specific amount of consideration or that any specific consideration constituted the only appropriate consideration for the Transaction. Our opinion is limited to the fairness, from a financial point of view, of the Common Share Transaction Consideration to be received by the holders of the Common Shares (other than the Rollover Shareholders).

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Special Committee of the Board of Directors and the Board of Directors Q4 Inc. November 12, 2023 Page 5

We express no opinion with respect to any other reasons, legal, tax, business, or otherwise, that may support the decision of the Board of Directors to approve or consummate the Transaction. Furthermore, no opinion, counsel or interpretation is intended by Raymond James on matters that require legal, accounting or tax advice. It is assumed that such opinions, counsel or interpretations have been or will be obtained from the appropriate professional sources. Furthermore, we have relied, with the consent of the Company, on the fact that the Company has been assisted by legal, accounting and tax advisors and we have, with the consent of the Company, relied upon and assumed the accuracy and completeness of the assessments by the Company and its advisors as to all legal, accounting and tax matters with respect to the Company and the Transaction.

In formulating our opinion, we have considered only what we understand to be the consideration to be received by the holders of Common Shares (other than the Rollover Shareholders) as is described above and we did not consider and we express no opinion on the fairness of the amount or nature of any compensation or other consideration to be paid or payable in connection with the Transaction including to holders of options, performance share units, deferred share units or Rollover Shareholders. We are not expressing any opinion as to the impact of the Transaction on the solvency or viability of the Company or the Purchaser or the ability of the Company or the Purchaser to fulfil their respective obligations when they come due.

The delivery of this opinion was approved by an opinion committee of Raymond James.

It is understood that this letter is solely for the information of the Special Committee and the Board of Directors (solely in each director’s capacity as such) in evaluating the proposed Transaction and does not constitute a recommendation to the Special Committee or the Board of Directors as to any decision with respect to the Transaction or to any shareholder or other securityholder of the Company regarding how such holder should act or vote with respect to the Transaction or any other matter. Furthermore, this letter should not be construed as creating any fiduciary duty on the part of Raymond James to any such party. This Opinion may not be disclosed, reproduced, quoted, summarized, referred to at any time, in any manner, or used for any other purpose, nor shall any references to Raymond James or any of its affiliates be made, without our prior written consent , except that this Opinion may be included in its entirety and a summary thereof (in a form acceptable to us) in the Circular .

Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Common Share Transaction Consideration to be received by the holders of the Common Shares (other than the Rollover Shareholders) is fair, from a financial point of view, to such holders.

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Special Committee of the Board of Directors and the Board of Directors Q4 Inc. November 12, 2023 Page 6

Very truly yours,

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RAYMOND JAMES & ASSOCIATES, INC.

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APPENDIX “F” INTERIM ORDER

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Court File No. CV-23-00711079-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

THE HONOURABLE JUSTICE CAVANAGH

) WEDNESDAY, THE 20TH ) DAY OF DECEMBER, 2023

IN THE MATTER OF an application under section 182 of the Business Corporations Act, R.S.O. 1990, c. B.16 as amended;

AND IN THE MATTER OF Rule 14.05(2) of the Rules of Civil Procedure

AND IN THE MATTER OF a proposed arrangement of Q4 Inc., involving SEP Forge BidCo Inc.

Applicant

INTERIM ORDER

THIS MOTION made by the Applicant, Q4 Inc. (“ Q4 ”), for an interim order for advice and directions pursuant to section 182 of the Business Corporations Act , R.S.O. 1990, c. B.16, as amended, (the “ OBCA ”) was heard this day at 330 University Avenue, Toronto, Ontario.

ON READING the Notice of Motion, the Notice of Application issued on December 8,

2023 and the affidavit of Darrell Heaps sworn December 18, 2023 (the “ Heaps Affidavit ”), including the Plan of Arrangement, which is attached as Appendix “C” to the draft management information circular of Q4 (the “ Information Circular ”), which is attached as Exhibit “A” to the Heaps Affidavit, and on hearing the submissions of counsel for Q4 and counsel for SEP Forge BidCo Inc. (the “ Purchaser ”) and on being advised that the Director appointed under the OBCA (the “ Director ”) does not consider it necessary to appear.

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Definitions

THIS COURT ORDERS that all definitions used in this Interim Order shall have the meaning ascribed thereto in the Information Circular or otherwise as specifically defined herein.

The Meeting

THIS COURT ORDERS that Q4 is permitted to call, hold and conduct a special meeting (the “ Meeting ”) of the holders of common shares in the capital of Q4 (the “ Shares ” and such holders, the “ Shareholders ”) to be held virtually and will be accessible to Shareholders at https://meetnow.global/MA5VC62 on January 24, 2024 at 10:00 a.m. (Toronto time) in order for the Shareholders to consider and, if determined advisable, pass a special resolution authorizing, adopting and approving, with or without variation, the Arrangement and the Plan of Arrangement (the “ Arrangement Resolution ”).
THIS COURT ORDERS that the Meeting shall be called, held and conducted in accordance with the OBCA, the notice of meeting of Shareholders, which accompanies the Information Circular (the “ Notice of Meeting ”), and the articles and by-laws of Q4, subject to what may be provided hereafter and subject to further order of this Court.

4. THIS COURT ORDERS that the record date (the “ Record Date ”) for determination

of the Shareholders entitled to notice of, and to vote at, the Meeting shall be December 19, 2023.

THIS COURT ORDERS that the only persons entitled to attend or speak at the Meeting shall be:

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a) the Shareholders identified in paragraph 2 or their respective proxyholders;
b) the officers, directors, auditors and advisors of Q4;
c) representatives and advisors of the Purchaser;
d) the Director; and
e) other persons who may receive the permission of the Chair of the Meeting.
THIS COURT ORDERS that Q4 may transact such other business at the Meeting as is contemplated in the Information Circular, or as may otherwise be properly before the Meeting.

Quorum

THIS COURT ORDERS that the Chair of the Meeting shall be determined by Q4 and that the quorum shall be the holders of at least twenty-five percent of the Shares entitled to vote at the Meeting present in person or represented by proxy, provided that quorum shall not be less than two persons at the opening of the Meeting.

Amendments to the Arrangement and Plan of Arrangement

THIS COURT ORDERS that Q4 is authorized to make, subject to the terms of the Arrangement Agreement, and paragraph 9, below, such amendments, modifications or supplements to the Arrangement and the Plan of Arrangement as it may determine without any additional notice to the Shareholders, or others entitled to receive notice under paragraphs 12 and 13 hereof, provided same are to correct clerical errors, are non-material and would not, if disclosed, reasonably be expected to affect a Shareholder’s decision to vote, or are authorized by subsequent Court order, and the Arrangement and Plan of Arrangement, as so amended, modified or supplemented shall be the Arrangement and Plan of Arrangement to be submitted

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to the Shareholders at the Meeting and shall be the subject of the Arrangement Resolution. Amendments, modifications or supplements may be made following the Meeting, but shall be subject to review and, if appropriate, further direction by this Court at the hearing for the final approval of the Arrangement.

THIS COURT ORDERS that, if any amendments, modifications or supplements to the Arrangement or Plan of Arrangement made after initial notice is provided as contemplated in paragraph 12 herein, which would, if disclosed, reasonably be expected to affect a Shareholder’s decision to vote for or against the Arrangement Resolution, notice of such amendment, modification or supplement shall be distributed, subject to further order of this Court, by press release, newspaper advertisement, prepaid ordinary mail, or by the method most reasonably practicable in the circumstances, as Q4 may determine.

Amendments to the Information Circular

THIS COURT ORDERS that Q4 is authorized to make such amendments, revisions and/or supplements to the draft Information Circular as it may determine and the Information Circular, as so amended, revised and/or supplemental, shall be the Information Circular to be distributed in accordance with paragraphs 12 and 13.

Adjournments and Postponements

THIS COURT ORDERS that Q4, if it deems advisable and subject to the terms of the Arrangement Agreement, is specifically authorized to adjourn or postpone the Meeting on one or more occasions, without the necessity of first convening the Meeting or first obtaining any vote of the Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as Q4 may determine is

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appropriate in the circumstances. This provision shall not limit the authority of the Chair of the Meeting in respect of adjournments and postponements.

Notice of Meeting

THIS COURT ORDERS that, subject to the extent section 262(4) of the OBCA is applicable, in order to effect notice of the Meeting, Q4 shall send or cause to be sent the Information Circular (including the Notice of Application and this Interim Order), the Notice of Meeting, the form of proxy and the letter of transmittal, along with such amendments or additional documents as Q4 may determine are necessary or desirable and are not inconsistent with the terms of this Interim Order (collectively, the “ Meeting Materials ”), as follows:
a) to the registered Shareholders at the close of business on the Record Date, at least twenty-one (21) days prior to the date of the Meeting, excluding the date of sending, by one or more of the following methods:
i) by pre-paid ordinary or first class mail at the addresses of the Shareholders as they appear on the books and records of Q4, or its registrar and transfer agent, at the close of business on the Record Date and if no address is shown therein, then the last address of the person known to the Corporate Secretary of Q4;
ii) by delivery, in person or by recognized courier service or inter-office mail, to the address specified in (i) above; or

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iii) by facsimile or electronic transmission to any Shareholder, who is identified to the satisfaction of Q4, who requests such transmission in writing and, if required by Q4;
b) to non-registered Shareholders by providing sufficient copies of the Meeting Materials (with the exception of the form of proxy and letter of transmittal) to intermediaries and registered nominees in a timely manner, in accordance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer ;
c) to the directors and auditors of Q4 by delivery in person, by recognized courier service, by pre-paid ordinary or first class mail or, with the consent of the person, by facsimile or electronic transmission, at least twenty-one (21) clear days prior to the date of the Meeting, excluding the date of sending (with the exception of the form of proxy and letter of transmittal); and
d) to the Ontario Securities Commission, by electronic filing;

and that compliance with this paragraph shall constitute sufficient notice of the Meeting.

THIS COURT ORDERS that Q4 is hereby directed to distribute the Information Circular (including the Notice of Application and this Interim Order) (collectively, the “ Court Materials ”) to the holders of the Q4 options, deferred share units, restricted share units and performance share units by any method permitted for notice to Shareholders as set forth in paragraphs 12(a) or 12(b), above, or by email, concurrently with the distribution described in paragraph 12 of this Interim Order. Distribution to such persons shall be to their addresses as

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they appear on the books and records of Q4 or its registrar and transfer agent at the close of business on the Record Date.

THIS COURT ORDERS that accidental failure or omission by Q4 to give notice of the meeting or to distribute the Meeting Materials or Court Materials to any person entitled by this Interim Order to receive notice, or any failure or omission to give such notice as a result of events beyond the reasonable control of Q4, or the non-receipt of such notice shall, subject to further order of this Court, not constitute a breach of this Interim Order nor shall it invalidate any resolution passed or proceedings taken at the Meeting. If any such failure or omission is brought to the attention of Q4, it shall use its best efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.
THIS COURT ORDERS that Q4 is hereby authorized to make such amendments, revisions or supplements to the Meeting Materials and Court Materials, as Q4 may determine in accordance with the terms of the Arrangement Agreement (“ Additional Information ”), and that notice of such Additional Information may, subject to paragraph 9, above, be distributed by press release, newspaper advertisement, pre-paid ordinary mail, or by the method most reasonably practicable in the circumstances, as Q4 may determine.
THIS COURT ORDERS that distribution of the Meeting Materials and Court Materials pursuant to paragraphs 12 and 13 of this Interim Order shall constitute notice of the Meeting and good and sufficient service of the within Application upon the persons described in paragraphs 12 and 13 and that those persons are bound by any orders made on the within Application. Further, no other form of service of the Meeting Materials or the Court Materials or any portion thereof need be made, or notice given or other material served in respect of these

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proceedings and/or the Meeting to such persons or to any other persons, except to the extent required by paragraph 9 above.

Solicitation and Revocation of Proxies

THIS COURT ORDERS that Q4 is authorized to use the letter of transmittal and proxies substantially in the form of the drafts accompanying the Information Circular, with such amendments and additional information as Q4 may determine are necessary or desirable, subject to the terms of the Arrangement Agreement. Subject to the Arrangement Agreement, each of Q4 and the Purchaser is authorized, at its expense, to solicit proxies, directly or through its officers, directors or employees, and through such agents or representatives as they may retain for that purpose, and by mail or such other forms of personal or electronic communication as it may determine. Q4 may waive generally, in its discretion, the time limits set out in the Information Circular for the deposit or revocation of proxies by Shareholders, if Q4 deems it advisable to do so.
THIS COURT ORDERS that Shareholders shall be entitled to revoke their proxies in accordance with section with section 110(4) of the OBCA (except as the procedures of that section are varied by this paragraph) provided that any instruments in writing delivered pursuant to 110(4)(a) and (b) of the OBCA must be deposited with the transfer agent of Q4 as set out in the Information Circular at any time up to and including the last business day preceding the day of the Meeting, or in the case of any adjournment or postponement of the Meeting, the last business day preceding the day of the adjournment, unless the Chair of the Meeting determines to waive or extend the deadline, in his or her sole discretion.

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Voting

THIS COURT ORDERS that the only persons entitled to vote in person or by proxy on the Arrangement Resolution, or such other business as may be properly brought before the Meeting, shall be those Shareholders who hold the Shares as of the close of business on the Record Date. Illegible votes, spoiled votes, defective votes and abstentions shall be deemed to be votes not cast. Proxies that are properly signed and dated but which do not contain voting instructions shall be voted in favour of the Arrangement Resolution.
THIS COURT ORDERS that votes shall be taken at the Meeting on the basis of one vote per Share held. In order for the Plan of Arrangement to be implemented, subject to further Order of this Court, the Arrangement Resolution must be passed, with or without variation, at the Meeting by an affirmative vote of:
(i) at least 66 % of the votes cast in respect of the Arrangement Resolution by Shareholders voting together as a single class, present virtually or represented by proxy at the Meeting; and
(ii) a simple majority of the votes cast in respect of the Arrangement Resolution by Shareholders voting together as a single class, excluding those votes attached to the Shares beneficially owned, or over which control or direction is exercised by, the Rolling Shareholders, and any other votes required to be excluded pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions , present virtually or represented by proxy at the Meeting.

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Such votes shall be sufficient to authorize Q4 to do all such acts and things as may be necessary or desirable to give effect to the Arrangement and the Plan of Arrangement on a basis consistent with what is provided for in the Information Circular without the necessity of any further approval by the Shareholders, subject only to final approval of the Arrangement by this Court.

THIS COURT ORDERS that in respect of matters properly brought before the Meeting pertaining to items of business affecting Q4 (other than in respect of the Arrangement Resolution), each Shareholder is entitled to one vote for each voting common share held.

Dissent Rights

THIS COURT ORDERS that each registered Shareholder shall be entitled to exercise Dissent Rights in connection with the Arrangement Resolution in accordance with section 185 of the OBCA (except as the procedures of that section are varied by this Interim Order and the Plan of Arrangement) provided that, notwithstanding subsection 185(6) and (7) of the OBCA, any Shareholder who wishes to dissent must, as a condition precedent thereto, provide written objection to the Arrangement Resolution to Q4 at 99 Spadina Avenue, Suite 500, Toronto, Ontario M5V 3P6, Attention: Kenneth Szeto, General Counsel in the form required by section 185 of the OBCA and the Arrangement Agreement, which written objection must be received by Q4 not later than 5:00 p.m. (local time in the place of receipt) two (2) business days immediately preceding the Meeting (or any adjournment or postponement thereof), and must otherwise strictly comply with the requirements of the OBCA. For purposes of these proceedings, the “court” referred to in section 185 of the OBCA means this Court.

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THIS COURT ORDERS that, notwithstanding section 185(4) of the OBCA, the Purchaser, not Q4, shall be required to offer to pay fair value, as of the day prior to approval of the Arrangement Resolution, for Shares held by Shareholders who duly exercise Dissent Rights, and to pay the amount to which such Shareholders may be entitled pursuant to the terms of the Arrangement Agreement or Plan of Arrangement. In accordance with the Plan of Arrangement and the Information Circular, all references to the “corporation” in subsections 185(4) and 185(14) to 185(24) of the OBCA (except for the second reference to the “corporation” in subsection 185(15) of the OBCA) shall be deemed to refer to “Q4” in place of the “corporation”, and the Purchaser shall have all of the rights, duties and obligations of the “corporation” under subsections 185(14) to 185(29) of the OBCA.
THIS COURT ORDERS that any Shareholder who duly exercises such Dissent Rights set out in paragraph 22 above and who:
i) is ultimately determined by this Court to be entitled to be paid fair value for his, her or its Shares, shall be deemed to have transferred those Shares as of the Effective Time, without any further act or formality and free and clear of all liens, claims, encumbrances, charges, adverse interests or security interests to the Purchaser for cancellation in consideration for a payment of cash from the Purchaser equal to such fair value; or
ii) is for any reason ultimately determined by this Court not to be entitled to be paid fair value for his, her or its Shares pursuant to the exercise of the Dissent Right, shall be deemed to have participated in the Arrangement on the same basis and at the same time as any non-dissenting Shareholder;

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but in no case shall Q4, the Purchaser or any other person be required to recognize such Shareholders as Shareholders of Shares at or after the date upon which the Arrangement becomes effective and the names of such Shareholders shall be deleted from Q4’s register of Shareholders of Shares at that time.

Hearing of Application for Approval of the Arrangement

THIS COURT ORDERS that upon approval by the Shareholders of the Plan of Arrangement in the manner set forth in this Interim Order, Q4 may apply to this Court for final approval of the Arrangement.
THIS COURT ORDERS that distribution of the Notice of Application and the Interim Order in the Information Circular, when sent in accordance with paragraphs 12 and 13 shall constitute good and sufficient service of the Notice of Application and this Interim Order and no other form of service need be effected and no other material need be served unless a Notice of Appearance is served in accordance with paragraph 26.
THIS COURT ORDERS that any Notice of Appearance served in response to the Notice of Application shall be served on the solicitors for Q4, with a copy to counsel for the Purchaser, as soon as reasonably practicable, and, in any event, no less than four days before the hearing of this Application at the following addresses:

OSLER, HOSKIN & HARCOURT LLP

Box 50, 1 First Canadian Place Toronto, ON M5X 1B8 Attn: Craig Lockwood Tel: (416) 862-5988 Fax: (416) 862-6666 [email protected]

STIKEMAN ELLIOTT LLP

5300 Commerce Court West

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199 Bay Street Toronto, ON M5L 1B9 Attn: Zev Smith Tel: 416 869-5260 Fax: (416) 947 0866 [email protected]

THIS COURT ORDERS that, subject to further order of this Court, the only persons

entitled to appear and be heard at the hearing of the within Application shall be:

i) Q4;
ii) the Purchaser;
iii) the Director; and
iv) any person who has filed a Notice of Appearance herein in accordance with the Notice of Application, this Interim Order and the Rules of Civil Procedure .
THIS COURT ORDERS that any materials to be filed by Q4 in support of the within Application for final approval of the Arrangement may be filed up to one day prior to the hearing of the Application without further order of this Court.
THIS COURT ORDERS that in the event the within Application for final approval does not proceed on the date set forth in the Notice of Application, and is adjourned, only those persons who served and filed a Notice of Appearance in accordance with paragraph 26 shall be entitled to be given notice of the adjourned date.

Service and Notice

THIS COURT ORDERS that the Applicants and their counsel are at liberty to serve or distribute this Order, any other materials and orders as may be reasonably required in these

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proceedings, including any notices, or other correspondence, by forwarding true copies thereof by electronic message to the Shareholders, creditors or other interested parties and their advisors. For greater certainty, any such distribution or service shall be deemed to be in satisfaction of a legal or juridical obligation, and notice requirements within the meaning of clause 3(c) of the Electronic Commerce Protection Regulations , Reg. 81000-2-175 (SOR/DORS).

Precedence

THIS COURT ORDERS that, to the extent of any inconsistency or discrepancy between this Interim Order and the terms of any instrument creating, governing or collateral to the Shares, options, deferred share units, restricted share units or performance share units or the articles or by-laws of Q4, this Interim Order shall govern.

Extra-Territorial Assistance

THIS COURT seeks and requests the aid and recognition of any court or any judicial, regulatory or administrative body in any province of Canada and any judicial, regulatory or administrative tribunal or other court constituted pursuant to the Parliament of Canada or the legislature of any province and any court or any judicial, regulatory or administrative body of the United States or other country to act in aid of and to assist this Court in carrying out the terms of this Interim Order.

Variance

THIS COURT ORDERS that Q4 shall be entitled to seek leave to vary this Interim Order upon such terms and upon the giving of such notice as this Court may direct.

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APPENDIX “G” NOTICE OF APPLICATION FOR FINAL ORDER

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Court File No.:

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ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT , R.S.O. 1990, C. B.16, AS AMENDED

AND IN THE MATTER OF RULE 14.05(2) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF Q4 INC., INVOLVING SEP FORGE BIDCO INC.

Applicant

NOTICE OF APPLICATION

TO THE RESPONDENT:

A LEGAL PROCEEDING HAS BEEN COMMENCED by the Applicant. The claim made by the Applicant appears on the following pages.

THIS APPLICATION will come on for a hearing ( choose one of the following ):

In person

By telephone conference

By video conference

via Zoom, on January 30, 202 at 9:30 a.m., before a judge presiding over Commercial List at 330 University Avenue, Toronto, Ontario.

IF YOU WISH TO OPPOSE THIS APPLICATION , to receive notice of any step in the application or to be served with any documents in the application, you or an Ontario lawyer acting for you must forthwith prepare a notice of appearance in Form 38A prescribed by the Rules of Civil Procedure, serve it on the Applicant’s lawyer or, where the Applicant does not have a lawyer, serve it on the Applicant, and file it, with proof of service, in this court office, and you or your lawyer must appear at the hearing.

IF YOU WISH TO PRESENT AFFIDAVIT OR OTHER DOCUMENTARY EVIDENCE TO THE COURT OR TO EXAMINE OR CROSS-EXAMINE WITNESSES ON THE APPLICATION , you or your lawyer must, in addition to serving your notice of appearance, serve a copy of the evidence on the Applicant’s lawyer or, where the Applicant does

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not have a lawyer, serve it on the Applicant, and file it, with proof of service, in the court office where the application is to be heard as soon as possible, but at least four days before the hearing.

IF YOU FAIL TO APPEAR AT THE HEARING, JUDGMENT MAY BE GIVEN IN YOUR ABSENCE AND WITHOUT FURTHER NOTICE TO YOU. IF YOU WISH TO OPPOSE THIS APPLICATION BUT ARE UNABLE TO PAY LEGAL FEES, LEGAL AID MAY BE AVAILABLE TO YOU BY CONTACTING A LOCAL LEGAL AID OFFICE

Date: December 8, 2023

Issued by Local Registrar Superior Court of Justice Address of 330 University Avenue, 9[th] Floor court office Toronto, ON M5G 1R7

TO: THE DIRECTORS OF Q4 INC. AND TO: THE AUDITOR OF Q4 INC. AND TO: ALL HOLDERS OF COMMON SHARES OF Q4 INC. AND TO: ALL HOLDERS OF OPTIONS OF Q4 INC. AND TO: ALL HOLDERS OF DEFERRED SHARE UNITS OF Q4 INC. AND TO: ALL HOLDERS OF PERFORMANCE SHARE UNITS OF Q4 INC. AND TO: ALL HOLDERS OF RESTRICTEDSHARE UNITS OF Q4 INC. AND TO: THE DIRECTOR APPOINTED UNDER THE BUSINESS CORPORATIONS ACT

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AND TO: STIKEMAN ELLIOTT LLP 5300 Commerce Court West 199 Bay Street Toronto Ontario M5L 1B9 Zev Smith (LSO#: 70756R) Tel: (416) 865-4550 Email: [email protected] Lawyers for SEP Forge Bidco Inc.

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APPLICATION

1. THE APPLICANT MAKES APPLICATION FOR:

(a) an interim order (the “ Interim Order ”) for advice and directions pursuant to subsection 182(5) of the Business Corporations Act , R.S.O. 1990, c. B.16, as amended (the “ OBCA ”), authorizing Q4 Inc. (“ Q4 ” or the “ Company ”) to convene a special meeting (the “ Meeting ”) of the holders of common shares (the “ Shares ” and such holders collectively, the “ Shareholders ”) in the capital of Q4 to consider and vote on a special resolution to approve a plan of arrangement of Q4, involving SEP Forge BidCo Inc. (the “ Purchaser ”), under section 182 of the OBCA (the

“ Arrangement ”);

(b) a final order (the “ Final Order ”) approving the Arrangement pursuant to subsections 182(3) and 182(5) of the OBCA;
(c) an order abridging the time for the service and filing or dispensing with service of the Notice of Application and Application Record, if necessary; and
(d) such further and other relief as this Court deems just.

2. THE GROUNDS FOR THE APPLICATION ARE:

(a) Q4 is a corporation governed by the OBCA, with its head office located in Toronto, Ontario. Q4 is a capital markets access platform that offers a broad suite of products to publicly listed companies, investment managers and investment banks along a variety of workflows, including investor relations, corporate access, deal

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management and research. The Company’s products and services are cloud-based and primarily sold on a subscription basis utilizing a software-as-a-service model;

(b) the Shares are listed and traded on the Toronto Stock Exchange under the symbol “QFOR”;
(c) Q4 also has outstanding options (“ Options ”), performance share units (“ PSUs ”), deferred share units (“ DSUs ”) and restricted share units (“ RSUs ”) issued under the Omnibus Long Term Incentive Plan of the Company effective as of November 23, 2021 (the “ Omnibus Plan ”);
(d) The Purchaser is a corporation governed by the OBCA, with its registered office located in Toronto, Ontario. The Purchaser is controlled by Sumeru Equity Partners, which is a technology-focused growth capital firm that invests in growing enterprise technology companies. The Purchaser was formed solely for the purpose of engaging in the transactions contemplated by the Arrangement Agreement;
(e) Q4 wishes to effect a fundamental change in the nature of an arrangement under the provisions of the OBCA;
(f) pursuant to the Arrangement, the Purchaser shall acquire all of the issued and outstanding Shares. More specifically, among other things:
(i) each Shareholder who is not a Rollover Shareholder (as defined in the Arrangement Agreement) will receive, at the effective time of the Arrangement, $6.05 in cash per Share (the “ Consideration ”);

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(ii) each Rollover Share held by a Rollover Shareholder immediately prior to the effective time of the Arrangement shall, without any further action by or on behalf of a Rollover Shareholder, be deemed to be assigned and transferred by the Rollover Shareholder to the Purchaser in exchange for the Rollover Consideration (as defined in the Arrangement Agreement) at an implied value of $6.05 per Rollover Share;
(iii) each Option outstanding immediately prior to the effective time of the Arrangement (whether vested or unvested), notwithstanding the terms of the Omnibus Plan, shall be deemed to be unconditionally vested and exercisable, and such Option shall, without any further action by or on behalf of a holder of Options, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the amount by which the Consideration exceeds the exercise price of such Option, subject to applicable withholdings, and each such Option shall immediately be cancelled and, for greater certainty, where such amount is zero or negative, neither the Company nor the Purchaser shall be obligated to pay the holder of such Option any amount in respect of such Option;
(iv) each DSU outstanding immediately prior to the effective time of the Arrangement (whether vested or unvested), notwithstanding the terms of the Omnibus Plan, shall, without any further action by or on behalf of a holder of DSUs, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal

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to the Consideration, subject to applicable withholdings, and each such DSU shall immediately be cancelled;

(v) each PSU outstanding immediately prior to the effective time of the Arrangement (whether vested or unvested), notwithstanding the terms of the Omnibus Plan, shall, without any further action by or on behalf of a holder of PSUs, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Consideration, subject to applicable withholdings, and each such PSU shall immediately be cancelled;
(vi) each RSU outstanding immediately prior to the effective time of the Arrangement (whether vested or unvested), notwithstanding the terms of the Omnibus Plan, shall, without any further action by or on behalf of a holder of RSUs, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Consideration, subject to applicable withholdings, and each such RSU shall immediately be cancelled;
(g) the Arrangement is an “arrangement” within the meaning of subsection 182(1) of the OBCA;
(h) all pre-conditions to the approval of the Arrangement have been satisfied or will have been satisfied prior to seeking the Final Order, including the requirement to obtain the Shareholders’ approval and any other directions that may be set out in the Interim Order, if granted;

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(i) the Application has been put forward in good faith for a bona fide business purpose,

and has a material connection to the Toronto region;

(j) the Arrangement is fair and reasonable;
(k) certain of the Shareholders and other parties to be served are resident outside of Ontario and will be served pursuant to the terms of the Interim Order and rule 17.02(n) of the Rules of Civil Procedure ;
(l) section 182 of the OBCA;
(m) Rules 1.04, 2.03, 3.02(1), 14.05(2), 17.02, 37, 38 and 39 of the Rules of Civil Procedure ; and
(n) such further and other grounds as counsel may advise and this Court may permit.

3. THE FOLLOWING DOCUMENTARY EVIDENCE WILL BE USED AT THE HEARING OF THE APPLICATION:

(a) affidavit to be affirmed on behalf of Q4, and the exhibits thereto;
(b) a further or supplementary affidavit to be affirmed on behalf of Q4, and the exhibits thereto, reporting as to compliance with any interim order, as well as the results of the Meeting conducted pursuant to such interim order; and;
(c) such further and other materials as counsel may advise and this Court may permit.

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December 8, 2023

OSLER, HOSKIN & HARCOURT LLP 100 King Street West 1 First Canadian Place Suite 6200, P.O. Box 50 Toronto, ON M5X 1B8

Craig Lockwood (LSO#: 46668M) Tel: (416) 862-5988 Email: [email protected]

Lauren Harper (LSO#: 70606L) Tel: (416) 862-4288 Email: [email protected] Jayne Cooke (LSO#: 82187P) Tel: (416) 862-5944 Email: [email protected] Lawyers for the Applicant, Q4 Inc.

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APPENDIX “H” SECTION 185 OF THE OBCA

185(1) Rights of dissenting shareholders — Subject to subsection (3) and to sections 186 and 248, if a corporation resolves to,
(a) amend its articles under section 168 to add, remove or change restrictions on the issue, transfer or ownership of shares of a class or series of the shares of the corporation;
(b) amend its articles under section 168 to add, remove or change any restriction upon the business or businesses that the corporation may carry on or upon the powers that the corporation may exercise;
(c) amalgamate with another corporation under sections 175 and 176;
(d) be continued under the laws of another jurisdiction under section 181;
- (d.1) be continued under the Co-operative Corporations Act under section 181.1;
- (d.2) be continued under the Not-for-Profit Corporations Act, 2010 under section 181.2; or
(e) sell, lease or exchange all or substantially all its property under subsection 184 (3),
a holder of shares of any class or series entitled to vote on the resolution may dissent.
(2) Idem — If a corporation resolves to amend its articles in a manner referred to in subsection 170 (1), a holder of shares of any class or series entitled to vote on the amendment under section 168 or 170 may dissent, except in respect of an amendment referred to in,
(a) clause 170 (1) (a), (b) or (e) where the articles provide that the holders of shares of such class or series are not entitled to dissent; or
(b) subsection 170 (5) or (6).
(2.1) One class of shares — The right to dissent described in subsection (2) applies even if there is only one class of shares.
(3) Exception — A shareholder of a corporation incorporated before the 29th day of July, 1983 is not entitled to dissent under this section in respect of an amendment of the articles of the corporation to the extent that the amendment,
(a) amends the express terms of any provision of the articles of the corporation to conform to the terms of the provision as deemed to be amended by section 277; or
(b) deletes from the articles of the corporation all of the objects of the corporation set out in its articles, provided that the deletion is made by the 29th day of July, 1986.
(4) Shareholder’s right to be paid fair value — In addition to any other right the shareholder may have, but subject to subsection (30), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents becomes effective, to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted.
(5) No partial dissent — A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the dissenting shareholder on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.
(6) Objection — A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting or of the shareholder’s right to dissent.

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(7) Idem — The execution or exercise of a proxy does not constitute a written objection for purposes of subsection (6).
(8) Notice of adoption of resolution — The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (6) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn the objection.
(9) Idem — A notice sent under subsection (8) shall set out the rights of the dissenting shareholder and the procedures to be followed to exercise those rights.
(10) Demand for payment of fair value — A dissenting shareholder entitled to receive notice under subsection (8) shall, within twenty days after receiving such notice, or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing,
(a) the shareholder’s name and address;
(b) the number and class of shares in respect of which the shareholder dissents; and
(c) a demand for payment of the fair value of such shares.
(11) Certificates to be sent in — Not later than the thirtieth day after the sending of a notice under subsection (10), a dissenting shareholder shall send the certificates, if any, representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.
(12) Idem — A dissenting shareholder who fails to comply with subsections (6), (10) and (11) has no right to make a claim under this section.
(13) Endorsement on certificate — A corporation or its transfer agent shall endorse on any share certificate received under subsection (11) a notice that the holder is a dissenting shareholder under this section and shall return forthwith the share certificates to the dissenting shareholder.
(14) Rights of dissenting shareholder — On sending a notice under subsection (10), a dissenting shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shares as determined under this section except where,
(a) the dissenting shareholder withdraws notice before the corporation makes an offer under subsection (15);
(b) the corporation fails to make an offer in accordance with subsection (15) and the dissenting shareholder withdraws notice; or
(c) the directors revoke a resolution to amend the articles under subsection 168 (3), terminate an amalgamation agreement under subsection 176 (5) or an application for continuance under subsection 181 (5), or abandon a sale, lease or exchange under subsection 184 (8),

in which case the dissenting shareholder’s rights are reinstated as of the date the dissenting shareholder sent the notice referred to in subsection (10).

(14.1) Same — A dissenting shareholder whose rights are reinstated under subsection (14) is entitled, upon presentation and surrender to the corporation or its transfer agent of any share certificate that has been endorsed in accordance with subsection (13),
(a) to be issued, without payment of any fee, a new certificate representing the same number, class and series of shares as the certificate so surrendered; or
(b) if a resolution is passed by the directors under subsection 54 (2) with respect to that class and series of shares,
- (i) to be issued the same number, class and series of uncertificated shares as represented by the certificate so surrendered, and

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  - (ii) to be sent the notice referred to in subsection 54 (3).

(14.2) Same — A dissenting shareholder whose rights are reinstated under subsection (14) and who held uncertificated shares at the time of sending a notice to the corporation under subsection (10) is entitled,
(a) to be issued the same number, class and series of uncertificated shares as those held by the dissenting shareholder at the time of sending the notice under subsection (10); and
(b) to be sent the notice referred to in subsection 54 (3).
(15) Offer to pay — A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (10), send to each dissenting shareholder who has sent such notice,
(a) a written offer to pay for the dissenting shareholder’s shares in an amount considered by the directors of the corporation to be the fair value thereof, accompanied by a statement showing how the fair value was determined; or
(b) if subsection (30) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.
(16) Idem — Every offer made under subsection (15) for shares of the same class or series shall be on the same terms.
(17) Idem — Subject to subsection (30), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (15) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made.
(18) Application to court to fix fair value — Where a corporation fails to make an offer under subsection (15) or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as the court may allow, apply to the court to fix a fair value for the shares of any dissenting shareholder.
(19) Idem — If a corporation fails to apply to the court under subsection (18), a dissenting shareholder may apply to the court for the same purpose within a further period of twenty days or within such further period as the court may allow.
(20) Idem — A dissenting shareholder is not required to give security for costs in an application made under subsection (18) or (19).
(21) Costs — If a corporation fails to comply with subsection (15), then the costs of a shareholder application under subsection (19) are to be borne by the corporation unless the court otherwise orders.
(22) Notice to shareholders — Before making application to the court under subsection (18) or not later than seven days after receiving notice of an application to the court under subsection (19), as the case may be, a corporation shall give notice to each dissenting shareholder who, at the date upon which the notice is given,
(a) has sent to the corporation the notice referred to in subsection (10); and
(b) has not accepted an offer made by the corporation under subsection (15), if such an offer was made,

of the date, place and consequences of the application and of the dissenting shareholder’s right to appear and be heard in person or by counsel, and a similar notice shall be given to each dissenting shareholder who, after the date of such first mentioned notice and before termination of the proceedings commenced by the application, satisfies the conditions set out in clauses (a) and (b) within three days after the dissenting shareholder satisfies such conditions.

(23) Parties joined — All dissenting shareholders who satisfy the conditions set out in clauses (22) (a) and (b) shall be deemed to be joined as parties to an application under subsection (18) or (19) on the later of the date upon which the application is brought and the date upon which they satisfy the conditions, and shall be bound by the decision rendered by the court in the proceedings commenced by the application.

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(24) Upon an application to the court under subsection (18) or (19), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall fix a fair value for the shares of all dissenting shareholders.
(25) Appraisers — The court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders.
(26) Final order — The final order of the court in the proceedings commenced by an application under subsection (18) or (19) shall be rendered against the corporation and in favour of each dissenting shareholder who, whether before or after the date of the order, complies with the conditions set out in clauses (22) (a) and (b).
(27) Interest — The court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment.
(28) Where corporation unable to pay — Where subsection (30) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (26), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.
(29) Idem — Where subsection (30) applies, a dissenting shareholder, by written notice sent to the corporation within thirty days after receiving a notice under subsection (28), may,
(a) withdraw a notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder’s full rights are reinstated; or
(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.
(30) Idem — A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that,
(a) the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or
(b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.
(31) Court order — Upon application by a corporation that proposes to take any of the actions referred to in subsection (1) or (2), the court may, if satisfied that the proposed action is not in all the circumstances one that should give rise to the rights arising under subsection (4), by order declare that those rights will not arise upon the taking of the proposed action, and the order may be subject to compliance upon such terms and conditions as the court thinks fit and, if the corporation is an offering corporation, notice of any such application and a copy of any order made by the court upon such application shall be served upon the Commission.
(32) Commission may appear — The Commission may appoint counsel to assist the court upon the hearing of an application under subsection (31), if the corporation is an offering corporation.

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QUESTIONS MAY BE DIRECTED TO THE PROXY SOLICITATION AGENT

If you have questions or require voting assistance please contact Q4’s proxy solicitation agent, Laurel Hill Advisory Group:

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North America Toll Free: 1-877-452-7184 Calls Outside North America: +1 416-304-0211 Email: [email protected]

AI assistant

Q4 Inc. — Proxy Solicitation & Information Statement 2024

48136_rns_2024-01-03_6d65a113-a978-472a-b576-5ecd4f35f30c.pdf

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF Q4 INC.

TO BE HELD ON JANUARY 24, 2024

AND

MANAGEMENT INFORMATION CIRCULAR

with respect to an

ARRANGEMENT

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

December 22, 2023

Dear Shareholder,

THE ARRANGEMENT

BOARD RECOMMENDATION

VOTING SUPPORT AGREEMENTS

APPROVAL REQUIREMENTS

Q4 INC. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

By Order of the Directors of Q4 Inc.

Q4 INC. MANAGEMENT INFORMATION CIRCULAR

CAUTIONARY STATEMENTS

Reporting Currency and Financial Information

FORWARD-LOOKING STATEMENTS

NOTICE TO SHAREHOLDERS OUTSIDE CANADA

THE ARRANGEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY ANY SECURITIES REGULATORY AUTHORITY, NOR HAS ANY SECURITIES REGULATORY AUTHORITY PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

NOTICE TO SHAREHOLDERS IN THE UNITED STATES

SUMMARY

The Meeting

Meeting and Record Date

How to Attend and Vote at the Meeting

The Arrangement Resolution

Background to the Arrangement

Recommendation of the Special Committee

Recommendation of the Board of Directors

Reasons for the Recommendation

Fairness Opinions and Formal Valuation

Stifel Formal Valuation and Fairness Opinion

Raymond James Fairness Opinion

Arrangement Steps

Arrangement Agreement

Parties to the Arrangement

The Company

The Purchaser

Sumeru

Consideration to be Received by Shareholders Pursuant to the Arrangement

Termination Fee

Reverse Termination Fee

Agreements with the Rolling Shareholders, Directors and Officers of the Company

Interests of Certain Persons

Sources of Funds for the Arrangement

Stock Exchange Delisting and Reporting Issuer Status

Depositary and Proxy Solicitation Agent

Certain Canadian Federal Income Tax Considerations

Risk Factors

QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE ARRANGEMENT

Q&A: The Arrangement

Q. Why did I receive this package of information?

Q: What will I receive for my Shares under the Arrangement?

Q: What will happen to my Options, DSUs, PSUs, and RSUs in connection with the Arrangement?

Q: What approvals are required for the Arrangement to be completed?

Q: Are there other conditions to the Arrangement?

Q: When will the Arrangement become effective?

Q. What will happen if the Arrangement Resolution is not approved or the Arrangement is not completed for any reason?

Q. What will I have to do as a Shareholder to receive the Consideration for my Shares?

Q. When will I receive the Consideration for my Shares?

Q: In what currency will I receive the Consideration under the Arrangement?

Q&A: The Meeting

Q. Who is soliciting my proxy?

Q. When and where will the Meeting be held?

Q. What are Shareholders being asked to vote on?

Q: What approvals are required by Shareholders at the Meeting?

Q. Who is entitled to vote on the Arrangement Resolution and how will the votes be counted?

Q. What if I acquire ownership of Shares after the Record Date?

Q. What is the quorum for the Meeting?

Q. Does the Special Committee support the Arrangement?

Q. Does the Board support the Arrangement?

Q&A: Proxy Matters

Q. Am I a registered or non-registered Shareholder?

Q. How do I vote if I am a registered Shareholder?

Q. How do I vote if I am a non-registered (or beneficial) Shareholder?

Q. How do I appoint a proxy to go to the Meeting and vote my Shares for me?

Q4 Inc. Proxy Solicitation & Information Statement 2024