Marc Mehlman - 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

On January 4, 2021, the reporting person was granted 16,333 performance-based restricted stock units ("PSUs"), which were eligible to vest from 0% to 200% at the end of a three-year performance period based on the Issuer's satisfaction of certain performance criteria. Pursuant to the terms of the Merger Agreement, these PSUs vested prior to the Effective Time at 155% of the target level of performance based on the Company's EBITDA and relative total shareholder return measured over the applicable performance period, as adjusted for the Merger.

Footnote F4

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

Footnote F5

On January 3, 2022, the reporting person was granted 28,280 performance-based restricted stock units ("PSUs"), which were eligible to vest from 0% to 200% at the end of a three-year performance period based on the Issuer's satisfaction of certain performance criteria. Pursuant to the terms of the Merger Agreement, these PSUs vested prior to the Effective Time at 120% of the target level of performance based on the Company's EBITDA and relative total shareholder return measured over the applicable performance period, as adjusted for the Merger.

Footnote F6

On January 3, 2023, the reporting person was granted 19,731 performance-based restricted stock units ("PSUs"), which were eligible to vest from 0% to 200% at the end of a three-year performance period based on the Issuer's satisfaction of certain performance criteria. Pursuant to the terms of the Merger Agreement, these PSUs vested prior to the Effective Time at 109% of the target level of performance based on the Company's EBITDA and relative total shareholder return measured over the applicable performance period, as adjusted for the Merger.

Footnote F7

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") were canceled and automatically converted into the right to receive $26.00 in cash, without interest thereon.

Footnote F8

Represents shares held by the spouse of the reporting person.

Footnote F9

Pursuant to the terms of the Merger Agreement, at the Effective Time, these options to purchase shares of Common Stock ("Stock Options") automatically vested (if unvested) and were canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of $26.00 over the per-share exercise price for such Stock Option multiplied by (ii) the total number of shares of Common Stock underlying such Stock Option, subject to any required tax withholding in accordance with the terms of the Merger Agreement.

Footnote F10

The option vested equally over a 3-year period, on each anniversary of the grant date, such that the option was fully vested on April 27, 2023.

Footnote F11

The option vests equally over a 3-year period, on each anniversary of the grant date, such that the option would be fully vested on January 4, 2024.