Stacy Murray - 27 Nov 2023 Form 4 Insider Report for AVANTAX, INC.

Footnote F1

Pursuant to the Agreement and Plan of Merger, dated as of September 9, 2023 (as may be amended from time to time, the "Merger Agreement") by and among the Issuer, Aretec Group, Inc., a Delaware corporation ("Parent"), and C2023 Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Acquisition Sub"), effective November 27, 2023, among other things, Acquisition Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of Parent.

Footnote F2

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), these shares of the Issuer's common stock ("Common Stock") and restricted stock units of the Issuer that vest solely on the basis of time ("RSUs") were automatically canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the reported number of shares multiplied by (ii) $26.00 (less any required tax withholdings).

Footnote F3

Each cash-settled restricted stock unit of the Issuer that vests solely on the basis of time ("Cash-Settled RSU") is the economic equivalent of one share of Common Stock.

Footnote F4

Pursuant to the terms of the Merger Agreement, at the Effective Time, these Cash-Settled RSUs were automatically canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the reported number of shares of Common Stock underlying such Cash-Settled RSU multiplied by (ii) $26.00 (less any required tax withholdings).

Footnote F5

These Cash-Settled RSUs were scheduled to vest and be cash settled equally over a three-year period on each anniversary date of the respective grant date, and had no expiration date.