© VisasQ Inc. All Rights Reserved.

HIGHLIGHTS
VQ acquires Coleman, the US-based leading ENS with its
transaction volume of $43MM , over 260,000 registeredexperts, and locations in the US/UK/HK, for $102MM
VQ x Coleman’s integrated platform will expand to thetransaction volume of almost JPY10B, 400,000+ experts
and 7 locations worldwide
Aim to become the world's No 1 knowledge platform,
maximizing business opportunities by connecting
insights together

MISSION

Connecting Insights andAspirations Across the Globe
We enable and enhance innovation across the globe by creating the world best platformthat maximizes the value of knowledge and opinions obtained from experience, andseamlessly aggregates and shares them as insights beyond boundaries oforganizations, generations and regions.

INDEX#01

VQ’s Strategy#02

VQ's Strengths to Global Expansion#03

Coleman's 4 Strengths#04

VQ x Coleman: Strategy for the Integrated Platform#05

Financial Impact

#01
VQ’s Strategy

To be the leading global
knowledge platform for the mostimportant business decisions

Build a database of1 million

experts

Cover every region and industry

7

Transform from ENS to Knowledge Platform
Develop best solutions to access best insights

1-to-1 call
SurveyWorkshop/Event
Subcontracting
ProjectInterview
Knowledge

Clients

Clients

Outside director

Knowledge

In-house insightsharing SaaS???

Classic ENS

Knowledge Platform

8

Background of the Strategy①

Expert network service (ENS) for research needs

Interview
Knowledge
顧客Use caseExpert Network Service…it is a matching
service of expert interview for research orIndustry
research

User
research

Businessdevelopment

DX

consultation needs
9Background of the Strategy②

ENS is growing with large adjacent markets
Large Adjacent Markets ENSGlobal ENS market
CAGR

17%

1.5bn
ENS market

Reserchmarket(1)Consultingmarket(2)Industry R&Dmarket(3)US bn

Source: Inex one 2020 Expert Network Market Sizing

1.5 bn43 bn
132 bn1,700 bn

US bn

1.Excerpt from Outsell ”Marketing Research Outsell Market View”(as of September 2020)
2.Global market scale from Business Consulting in 2020 using the IDC “Semiannual Services Tracker”
3.R&D market scale according to Euromonitor “World and All Countries Expenditure on R&D”(as of January 2021)10

Background of the Strategy③

Investments in innovation accelerate globally
Global R&D Investment GrowthAcceleration of Digital Transformation““The Global Digital Transformation Market is

Expected to Grow from USD 469.8 Billion in 2020
to USD 1,009.8 Billion by 2025, at a Compound
Annual Growth Rate (CAGR) of 16.5% During theForecast Period.”

Unit:Million US dollars
Left graph Source :OECD Main Science and Technology Indicators (March 2021) Gross domestic spending on R&D Total, 2000 – 2019
Right table：Research and Markets Digital Transformation Market by Technology (Cloud Computing, Big Data and Analytics, Mobility/Social Media, Cybersecurity, Artificial Intelligence), Deployment Type, Vertical (BFSI, Retail, Education), andRegion - Global Forecast to 2025

11

#02
VQ's Strengths to
Global Expansion

VQ’s Strengths

The leading ENS in Japan
Client base where
half are corporations

Sophisticated Operations
realized byPeople x Technology

Overwhelming scale ofJapanese expert database

Percentage of Corporations
among total clients

Comparison of the number of experts

120,000+57%
Operation
People x Technology

10%
Client base
VQ

Global ENS※Source : Inex one

ExpertdatebaseJapan
onlyVQ

APAC,Total

GlobalJapanesecompetitor A competitor B※Number of registered experts：as of May 2021

13

VQ’s Strengths

Client needs for global insights●Case studies for new business●Research on industry trends●Strengthening sales and marketing

Global experts

GLOBALJAPAN14

VQ’s Strengths

Client needs for insights about Japan●

Institutional investors managing Japan portfolios●International companies entering into Japan,
strengthening sales and marketing for Japanese markets

Global Clients

JAPANGLOBAL
15

Global business growth
Total number of interviews withinternational experts or international clients

CAGR

213%
✕
Client needs for
global insights
Client needs forinsights about Japan

・Singapore office (opened in January 2020)・Capital and business alliance with US-based DeepBench(financed in July 2020)16

Seeing great opportunities in front of us,
VQ acquires the U.S. leading firm Coleman
to realize a quantum leap

17

#03
Coleman's 4 Strengths

●Established in 2003 at the dawnof the industry●

A leading firm in the North
America, where 50% of global
ENS market exists●

Robust compliance system●

Highly efficient matching●300+ clients comprised of theworld’s largest HFs, mutual
funds, PEs, consultancies andcorporatsions
19Coleman’s strengths 01

A pioneer in theENS industry

Coleman’s strengths 02

High-quality expert database
7%

14%

12%

21%

overOver half aremanagement
personnel

260,000

17%

38%

42%
27%
22%
Information tecnology

Energy & Industrials

Consumer Goods & Services

Healthcare

Financial Services

Coverage of Industries

CxO

ManagingDirectors

SeniorManagers

Other industry
Professionnals

Experts’ titles

20Coleman’s strengths 03

Global locational coverage

New York

RaleighHong Kong

Los Angeles

LondonOver 200 employees globally with 5 locations

21Coleman’s strengths 04

Strong growth
Revenue

EBITDA

Unit：US$ in million

40.3

43.8
5.92.230.3
0.8
FY2019FY2020

FY2021 First half(Jan.-Jun.)(1)FY2019

1.The figures of revenue and EBITDA for first half of the FY2021 were calculated based on the US GAAP which is not being audited yet.

FY2020

FY2021 First half(Jan.-Jun.)(1)

22

#04
VQ x Coleman:
Strategy forthe Integrated PlatformVQ x Coleman: Strategy for the Integrated Platform● Database expansion● Locations across the globe● New leadership structure● New Opportunities from Partnership24

Database expansion
Registered experts by region

1 million
400,000+Others

260,000+JapanOthers

140,000+Others

JapanVQ＋USUSColeman

VQ+Coleman

Target25

Locations across the globe
RaleighLondon

NewYorkTokyo
HongKong

Los Angeles
Singapore

・Over 350 employees in 7 locations around the world collaborate across the locations
・Global timezone coverage is strengthened

26

New leadership structure
Appoint Kevin Coleman to the VQ board of directors (subject to approval at the extraordinary general meeting of shareholders)Appoint 2 directors from VQ to the Coleman board of directors
VQ Board of Directores
Coleman Board of Directors
VQ CFO

Toru Yasuoka

VQ CEO

VQ COOColeman CSO

Eiko Hashiba

Hidetoshi Uriu

Coleman CEOKevin Coleman

VQ outside director

Kohei Katada

27

New Opportunities from Partnership
Leverage our strengths of US/EMEA and Asia.

SYNERGY
VQ expands theColeman differentiates

matching needs forfrom others utilizing

US/EMEA experts.

Japan/Asia strengths.

28

To be the leading global
knowledge platform for the mostimportant business decisions

#05
Financial Impacts

Financial summary
Achieving a large impact on earnings while minimizing dilution of existing shareholders' shares

Impact on consolidated earnings

Financing with minimal dilution of shares
Increase in the number of shares(1)1.33x＜Transaction
Volume(2)(3)＋

Operating
Revenue(2)(3)

Debt financing

EBITDA(2)(3)2.9x
Approx. 3.1x

Approx.

Approx.

3.8x

1. For before this transaction,calculated without including potential shares from existing stock options at VQ.Calculated If all of the Class A shares, warrants and Class B shares were converted into the common shares at initialconvertible price or exercise price. If warrants are exercised, it will be an additional funding of 1.875 billion yen.
2. Simple sum using the LTM based figures of VQ through Q1 (from June 2021 to May 2021) and the financial figures of Coleman from July 2020 to June 2021. Applied 1 USD = 106.5 JPY (average for the period of July 2020 to June 2021)
for calculating Coleman’s financial figures in JPY.
3. Simple sum using Coleman's revenue as transaction volume, gross profit as operating revenue and EBITDA as EBITDA and added with VQ's financial figures. EBITDA is a simple sum of both company’s EBITDA.

31

Impact on consolidated earnings（VQ + Coleman LTM base total）
Substantial increase in transaction volume, operating revenue and EBITDA,

Pershare2.2x

Approx.

754yen2.4x

Approx.

502yen2.9x

Approx.

109yen(1)341yen212yenApprox.

38yen

8.8billion yen

2.9x

Approx.

5.8billion
yen
Coleman

3.1x

5.7billion yen
4.0billion

Approx.

3.8x

yen
Coleman

3billion yen

1.9billion

VQ

Beforethis transaction

After
this transaction

Transaction Volume(2)(3)

Beforethis transaction

0.9billion
0.3billion

yenVQ

1.3billion yenyen
Coleman

yen
VQ

After
this transaction

Operating revenue(2)(3)

Beforethis transaction

After
this transaction

EBITDA(2)(3)

1.For before this transaction,calculated without including potential shares from existing stock options at VQ.Assuming that all Class A shares, share warrants, and Class B shares were converted into common shares at an initialconvertible price or exercise price
2.Simple sum using the LTM based figures of VQ through Q1 (from June 2021 to May 2021) and the financial figures of Coleman from July 2020 to June 2021. Applied 1 USD = 106.5 JPY (average for the period of July 2020 to June 2021) for
calculating Coleman’s financial figures in JPY.

32

Overview of Acquisition Consideration and Financing
Well-balanced financing through debt financing and class shares
Third-party allotment was chosen as it was necessary to fund simultaneously with M&A
Transaction volume will increase approximately 3 times more at simple sum while dilution of shares are limited to approximately 33%

102MM(approx. 11.2 billion yen)

Acquisition Consideration USD
Fundingamountapprox.12.9 billion
yen4

Debt

(1) (2)

Funding source

OverviewJapanese bank● long-term debt（Due date: July 2026)

billion yen

Share Warrants

0.07

billion yen● Exercise price at 3,724 yen
Financial investor

7.5（IXGS Investment IV, L.P.)(3)Class A shares● Convertible to common stock at 3,724 yenbillion yen

1.4

Class B shares● No voting rights

Coleman’s management team+ Coleman’s existing shareholders

billion yen

1. Calculated at 1 USD = JPY110
2. Calculated the estimated amount of the net cash value at the time of closing with the enterprise value of Coleman at 103.35 million USD
3. Special purpose vehicle funded by funds serviced by Advantage Advisors, Inc.

● No voting rights● Subordinate to Class A● Convertible to common stock at 3,724 yen33

Post-acquisition organization and shareholder structure
Coleman's existing shareholders remain committed to management. Work with existing stakeholders to achieve
value enhancement.

38% (1)
EikoHashiba

37%(1)
Othershareholders

3%(1)

22%(1)

Coleman’sFinancialinvestor（IXGS）

management team +Coleman’s existing
shareholders● Ms. Hashiba will continue to be the largest
shareholder and lead the group.
● Coleman's management team is responsible forenhancing value in the United States.
●reinvest in VQ and join the board ofVQ
100%Coleman

Founder and CEO Mr. Coleman will
directors of VQ (subject to approval at the extraordinary
general meeting of shareholders)● Financial investors have a long-term holding
plan (not being involved in management, nor dispatching directors)

1. Assuming that all Class A shares, share warrants and Class B shares were converted into common shares at an initial convertible price or exercise price34

Financial health of the integrated company
Maintain appropriate financial balance post acquisition to reduce financial risk
〈Repayment schedule for loans〉
Approx.

4 billion yen=Combined EBITDA vs. 3.1x

1.3 billionyen● Set repayment schedule toColeman

35

One fiscal year
EBITDA(1)〈Goodwill and funding amount〉

FY22/2

The remaining
amount to berefinanced

FY23/2

FY24/2

FY25/2

FY26/2

FY27/2● Funding amount

Approx.

10.9 billion yen
10 billion yen
1.875
0.07
Approx.

7.5

1.

Estimated amountof Goodwill

FundingamountAmount to be paid in when share warrants
were exercised
Share warrants
Class A shares

1.4(Billion yen)

be gradual.

1.25

0.75

VQ(Billion yen)

3.25

4.25

Class B sharescommensurate with goodwill● The amount of amortizationfor each period is to becalculated.
※To be determined by the end of the fiscal year

Simple sum using the LTM based figures of VQ through Q1 (from June 2021 to May 2021) and the financial figures of Coleman from July 2020 to June 2021. Applied 1 USD = 106.5 JPY (average for the period of July 2020 toJune 2021) for calculating Coleman’s financial figures in JPY.

35

New Opportunities from Partnership
Leverage our strengths of US/EMEA and Asia.

SYNERGY
VQ expands theColeman differentiates

matching needs forfrom others utilizing

US/EMEA experts.

Japan/Asia strengths.

36

APPENDIX

Upcoming schedule
Plan to announce the implication for the full-year forecasts in the second quarter results on October 15.

Record date for convening
an Extraordinary General Meeting ofShareholders

September 10 (Fri)

Date of Extraordinary General
Meeting of Shareholders

October 20 (Wed) (Plan)

Closing date of Acquisition

November 1 (Mon) (Plan)※to be scheduled at JST38

Overview of funding through Class A/B shares and Share warrants (1)Issue priceClass A SharesClass B Shares

14th Issuance of Share Warrants

7.5 billion yen

1.38 billion yen

Share warrants 0.66 billion yen
Amount to be paid in when share warrants
were exercised 1.875 billion yen

Term for exercise

ー

after 0.5 years upto 5 years

Noneー

Fixed dividend rate: 3% (calculated as compound interest)
Dividend accumulation: Cumulative
Optional PIK. Using shares at the time of conversion, then paying in cash at the time of amortizationーVoting rights

Preferred dividends

Put option with cash consideration

Can be exercised after 5 years（2）Put option with share consideration
Acquisition clause with cash consideration

Can be exercised after 0.5 years
Can be exercised after 5.5 years

Acquisition clausewith share consideration
Conversion price (exercised price)

Can be exercised after 5.5 yearsーー

Can be exercised after 6 years

Noneーー

Average of closing price of 3 months prior to the underwriting agreement conclusion date 3,724 yen

Attenuation rate of voting rights

22.9%

4.2%

5.7%

Lock-upNone

Yes (over 2 years, in stages）ー

1.For the exact conditions, refer to the VQ press release "Announcement concerning the Acquisition of U.S. Coleman in order to Accelerate Global Expansion, Issuance of Class A Shares, Class B Shares through Third-Party Allotment(Contribution in Kind (Debt Equity Swap) and the Notice for the 14th Issuance of New Call Options, the Partial Amendment of the Articles of Incorporation, and the Reduction of Capital Stock and Additional Paid-In Capital"
2.Except in certain cases

39Impact on shares
The increase in the number of shares is only 1.33x, a limited dilution considering the impact on earnings.

8,789,450shares

11,677,837shares
OthersOthers49%

Limited dilution

Coleman’s management team +Coleman’s existing shareholders

1.33x
Eiko Hashiba

3%
Financial investor 22%

51%(IXGS)

Eiko Hashiba

Before this transaction (1)

37%

38%

After this transaction (2)1. Calculated without including potential shares from existing stock options at VQ
2. Assuming that all Class A shares, share warrants, and Class B shares were converted into common shares at an initial convertible price or exercise price40