UPDATE: On December 12, 2023, Settlement has been approved by the order of the Court. Please view website for updates to the distribution.

The information contained on this website is only a summary of the information presented in more detail in the Notice of Pendency of Stockholder Class Action And Proposed Settlement, Settlement Hearing, And Right to Appear (the “Notice”), which you can access . Because this website is just a summary, you should review the Notice for additional details.

This website relates to a stockholder class action (the “Action”), pending in the Court of Chancery of the State of Delaware (the “Court”) if you were a Class A common stockholder of QAD Inc. (“QAD” or the “Company”) on November 5, 2021.

Lead plaintiff Nantahala Capital Partners II Limited Partnership (“Plaintiff”), on behalf of itself and the Class (defined in paragraph 15 of the Notice) and defendants QAD Inc., Pamela M. Lopker, Anton Chilton, Scott J. Adelson, Kathleen M. Crusco, Peter R. van Cuylenburg, Thoma Bravo LP, QAD Ultimate Parent, LP, and QAD Parent, LLC (the “Defendants”) have reached a proposed settlement for $65,000,000 in cash (the “Settlement”). The proposed Settlement, if approved, will resolve all claims in the Action, and the Action will be dismissed with prejudice.

If you are a member of the Class, you are subject to the Settlement. The Class preliminarily certified by the Court for purposes of the Settlement consists of:

All record holders and beneficial owners of QAD Inc. Class A common stock as of the closing of the Merger and who received $87.50 in cash per Class A share as Merger consideration.

Excluded from the Class are: (i) QAD, Pamela M. Lopker, Anton Chilton, Scott J. Adelson, Kathleen M. Crusco, Peter R. van Cuylenburg, Thoma Bravo, LP, QAD Ultimate Parent, LP (f/k/a Project Quick Ultimate Parent, LP), and QAD Parent, LLC (f/k/a Project Quick Parent, LLC), and their immediate family members, legal representatives, heirs, estates, successors, or assigns; (ii) any entity in which any of the Defendants has a direct controlling interest; and (iii) any Person who has entered into a separate settlement agreement with any Defendant for claims based on the same or similar facts, transactions, or occurrences as those alleged in the Complaint and which prohibits such Person from participating as a member of the Class (each such person or entity listed in Stipulation Paragraph 1.2(i)-(iii), an “Excluded Person”).

In consideration of the settlement of the Released Plaintiff’s Claims (defined in paragraph 30 of the Notice) against the Defendants and the other Released Defendants’ Persons (defined in paragraph 30 of the Notice), the Defendants will cause $65,000,000 in cash (the “Settlement Amount”) to be deposited into an interest-bearing escrow account for the benefit of the Class. See paragraphs 21-28 of the Notice for details about the distribution of the Settlement proceeds to Eligible Class Members.

PLEASE NOTE:

The Class is a non-“opt-out” class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2). Accordingly, Class Members do not have the right to exclude themselves from the Class.

If you are eligible to receive a payment from the Net Settlement Fund, you do not have to submit a claim form in order to receive your payment.

As stated above, the $65,000,000 Settlement Amount will be deposited into an interest-bearing escrow account for the benefit of the Class. If the Settlement is approved by the Court and the Effective Date of the Settlement occurs, the Net Settlement Fund (that is, the Settlement Amount plus any and all interest earned thereon (the “Settlement Fund”) less: i) any Taxes and Tax Expenses; (ii) any Notice and Administration Costs; (iii) any Fee and Expense Award awarded by the Court; and (iv) any other costs or fees approved by the Court will be distributed in accordance with the proposed Plan of Allocation or such other plan of allocation as the Court may approve.

The Net Settlement Fund will not be distributed unless and until the Court has approved the Settlement and a plan of allocation, and the time for any petition for rehearing, appeal, or review, whether by certiorari or otherwise, has expired. Approval of the Settlement is independent from approval of a plan of allocation. Any determination with respect to a plan of allocation will not affect the Settlement, if approved

Please be patient. If the Settlement is approved by the Court, it will take some time to conduct the Settlement distribution.