QUINSTREET INC

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. All statements other than statements of historical facts, including statements regarding our future financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. Terminology such as “believe,” “may,” “might,” “objective,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions is intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of known and unknown risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, among others, those listed in Part 1, Item 1A. “Risk Factors” of this Annual Report on Form 10-K and elsewhere in this report, such as but not limited to:

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our still developing industry and relatively new business model and products such as QuinStreet Rating Platform (“QRP”) product for insurance agents;

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changes in the regulatory enforcement or legislative environment;

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our dependence on the availability and affordability of quality media from third-party publishers and strategic partners;

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our dependence on Internet search companies to attract Internet visitors;

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changes in the general economic conditions and market dynamics in the United States, or in the specific markets in which we currently do business;

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banking institution risks;

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the impact of broad-based pandemics or public health crises;

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our ability to accurately forecast our results of operations and appropriately plan our expenses;

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our ability to compete in our industry;

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our ability to manage cyber security risks and costs associated with maintaining a robust security infrastructure;

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our ability to continually optimize our websites to allow Internet visitors to access our websites through mobile devices;

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our ability to develop new services, enhancements and features to meet new demands from our clients;

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our ability to implement our enhanced products across our business and achieve client adoptions of such products;

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our ability to successfully complete acquisitions and other business development transactions including our ability to enter into, and manage the relationship and risks associated with, strategic partnerships; and

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the occurrence of, and our ability to successfully challenge, regulatory audits, investigations or allegations of noncompliance with laws.

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increased scrutiny and changing expectations from investors, customers, employees, and others regarding our environmental, social and governance practices;

Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason to conform these statements to actual results or to changes in our expectations. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements, and we qualify all of our forward-looking statements by these cautionary statements.