SEC Info - Blucora, Inc. - ‘8-K’ for 6/29/21

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Blucora, Inc. – ‘8-K’ for 6/29/21 – ‘EX-2.1’

On: Friday, 7/2/21, at 4:38pm ET · For: 6/29/21 · Accession #: 1068875-21-81 · File #: 0-25131

  As Of               Filer                 Filing    For·On·As Docs:Size

 7/02/21  Blucora, Inc.                     8-K:1,9     6/29/21   11:285K

Current Report — Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     37K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML     58K 
                Liquidation or Succession                                        
 7: R1          Cover                                               HTML     47K 
 9: XML         IDEA XML File -- Filing Summary                      XML     11K 
 6: XML         XBRL Instance -- bcor-20210629_htm                   XML     22K 
 8: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 4: EX-101.LAB  XBRL Labels -- bcor-20210629_lab                     XML     69K 
 5: EX-101.PRE  XBRL Presentations -- bcor-20210629_pre              XML     34K 
 3: EX-101.SCH  XBRL Schema -- bcor-20210629                         XSD     10K 
10: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    17K 
11: ZIP         XBRL Zipped Folder -- 0001068875-21-000081-xbrl      Zip     19K

‘EX-2.1’ — Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Document

EXHIBIT 2.1

THIRD AMENDMENT TO

STOCK PURCHASE AGREEMENT

THIS THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of the 29th day of June, 2021 (the “Effective Date”), by and among Spirit Acquisitions, LLC, a Delaware limited liability company (“Buyer”), Honkamp Krueger Financial Services, Inc., an Iowa corporation (the “Company”), the stockholders of the Company set forth on the signature pages hereto (each, a “Seller” and collectively, the “Sellers”), and JRD Seller Representative, LLC, an Iowa limited liability company, as the representative of the Sellers (the “Sellers’ Representative”).

WHEREAS, Buyer, the Company, the Sellers and the Sellers’ Representative entered into that certain Stock Purchase Agreement dated January 6, 2020, as amended by that First Amendment to Stock Purchase Agreement, dated April 7, 2020 and that Second Amendment to Stock Purchase Agreement, dated June 30, 2020 (as amended, the “Purchase Agreement”), pursuant to which the Sellers sold to Buyer and Buyer purchased from the Sellers the Purchased Shares (as defined in the Purchase Agreement);

WHEREAS, Blucora, Inc. assigned all of its right, title, benefit, privilege and interest in, and obligations under, the Purchase Agreement to Buyer on June 29, 2020; and

WHEREAS, Buyer, the Company, the Sellers and the Sellers’ Representative desire to amend the Purchase Agreement as provided herein.

NOW, THEREFORE, in consideration of mutual agreements as herein expressed, and for other good and valuable consideration exchanged by the parties, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows:

1.Defined Terms. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement.

2.Amendments.

a.The definition of “Assets Under Management” set forth in Section 1.1 is hereby amended and restated in its entirety as follows:

““Assets Under Management” means, as of any date of determination, the aggregate market value of all assets, including any new accounts from new Customers produced by the Company after the Closing Date and all related market growth thereon, that are being managed and held by the Company or any of its Subsidiaries on behalf of all Customers in fee-based accounts, but including only 10% of the aggregate market value of any assets purchased by acquisition by Buyer or its Affiliates that are placed on one of the Company’s asset management platforms after the Closing Date (plus any growth, if any, thereon but not including any decline in market value below the 10% value of the acquired assets placed

on the Company’s platforms), plus all growth and additions thereon going forward less distributions and withdrawals, but excluding (a) the market value of assets held in no fee cash accounts, (b) the cash surrender values of fixed annuity contracts, (d) the cash surrender value of life insurance contracts, and (d) the aggregate market value of assets held in brokerage accounts.”

b.The definition of “Company’s AUM” set forth in Section 1.1 is hereby amended and restated in its entirety as follows:

““Company’s AUM” means the Assets Under Management of the Company and its Subsidiaries calculated at 5:00 p.m. eastern time on the date that is the final date of the applicable Earnout Period (it being understood that Assets Under Management at the applicable date of determination shall be determined with reference to any increase or decrease in the aggregate market value or cash surrender value of an underlying asset due to changes resulting from market changes or fluctuations after the date hereof); provided that if such date is not a Business Day, the calculation shall be made at 5:00 p.m. eastern time on the next Business Day following the final date of the applicable Earnout Period.”

3.Authority. Each of Buyer, the Sellers and the Sellers’ Representative represent to the other that it has full right, power and authority to enter into this Amendment and that this Amendment is fully binding and enforceable against such party.

4.Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Texas applicable to contracts made and performed in such State, without reference to such State’s or any other state’s or other jurisdiction’s principles of conflict of laws.

5.Counterpart Execution. This Amendment may be executed in two or more original counterparts, each of which shall be deemed an original, but all of which together shall constitute one of and the same instrument. Further, signatures transmitted by email in a “PDF” format shall have the same force and effect as original signature in this Amendment.

6.Scope of Amendment. Except as expressly modified herein, all the terms and conditions of the Purchase Agreement shall remain unmodified and shall continue to be binding on all parties and shall remain in full force and effect. From and after the date hereof, the term “Agreement” as used in the Purchase Agreement shall be deemed to refer to the Purchase Agreement, as amended by this Amendment. In the event of any conflict between the Purchase Agreement and this Amendment, this Amendment shall control.

[Signatures to Follow.]

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to be effective as of the Effective Date.


			"BUYER":

			SPIRIT ACQUISITIONS, LLC


			By:			/s/ *Ann J. Bruder*
			Name:			Ann J. Bruder
			Title:			Secretary

Signature Page to Third Amendment to Stock Purchase Agreement



			"COMPANY":

			HONKAMP KRUEGER FINANCIAL SERVICES, INC.


			By:			/s/ *Louie Rosalez*
			Name:			Louie Rosalez
			Title:			President

Signature Page to Third Amendment to Stock Purchase Agreement



			"SELLERS":




			/s/ *Frank J. Bremser*
			Frank J. Bremser, Seller




			/s/ *Gregory C. Burbach*
			Gregory C. Burbach, Seller




			/s/ *Ryan J. Burbach*
			Ryan J. Burbach, Seller




			/s/ *Michael F. Campana*
			Michael F. Campana, Seller




			/s/ *Steven W. Campana*
			Steven W. Campana, Seller




			/s/ *Brian D. Cose*
			Brian D. Cose, Seller




			/s/ *Aaron P. Cullen*
			Aaron P. Cullen, Seller

Signature Page to Third Amendment to Stock Purchase Agreement





			/s/ *John R. Darrah*
			John R. Darrah, Seller




			/s/ *Jennifer L. Daughetee*
			Jennifer L. Daughetee, Seller




			/s/ *Kevin T. Fischer*
			Kevin T. Fischer, Seller




			/s/ *Ivan P. Gruhl*
			Ivan P. Gruhl, Seller




			/s/ *Keith J. Habel*
			Keith J. Habel, Seller




			/s/ *Jay R. Harris*
			Jay R. Harris, Seller




			/s/ *Ryan J. Hauber*
			Ryan J. Hauber, Seller

Signature Page to Third Amendment to Stock Purchase Agreement





			/s/ *Renee E. Hesselman*
			Renee E. Hesselman, Seller




			/s/ *Natalie B. Hoffmann*
			Natalie B. Hoffmann, Seller




			/s/ *Stephanie K. Imhoff*
			Stephanie K. Imhoff, Seller




			/s/ *Kyle S. Kunz*
			Kyle S. Kunz, Seller




			/s/ *Frank C. Ludgate*
			Frank C. Ludgate, Seller




			/s/ *Randolph J. Mihm*
			Randolph J. Mihm, Seller




			/s/ *Nicholas D. Nauman*
			Nicholas D. Nauman, Seller

Signature Page to Third Amendment to Stock Purchase Agreement





			/s/ *Brian D. Powers*
			Brian D. Powers, Seller




			/s/ *Adam R. Reisch*
			Adam R. Reisch, Seller




			/s/ *Douglas W. Rogers*
			Douglas W. Rogers, Seller




			/s/ *Louie A. Rosalez*
			Louie A. Rosalez, Seller




			/s/ *Reggie Rowe*
			Reggie Rowe, Seller




			/s/ *Richard R. Runde*
			Richard R. Runde, Seller




			/s/ *Brian M. Russ*
			Brian M. Russ, Seller

Signature Page to Third Amendment to Stock Purchase Agreement





			/s/ *Kevin R. Schmitt*
			Kevin R. Schmitt, Seller




			/s/ *Keiren F. Smith*
			Keiren F. Smith, Seller




			/s/ *Michelle M. Steining*
			Michelle M. Steining, Seller




			/s/ *Martha Sullivan*
			Martha Sullivan, Seller




			/s/ *Katie J. Thomas*
			Katie J. Thomas, Seller




			/s/ *Jon F. Thoms*
			Jon F. Thoms, Seller




			/s/ *Heather D. Vetter*
			Heather D. Vetter, Seller

Signature Page to Third Amendment to Stock Purchase Agreement





			/s/ *Scott Walloch*
			Scott Walloch, Seller




			/s/ *Michael P. Welbes*
			Michael P. Welbes, Seller




			/s/ *Lisa Wigington*
			Lisa Wigington, Seller

Signature Page to Third Amendment to Stock Purchase Agreement



			"SELLERS REPRESENTATIVE":

			JRD Seller Representative, LLC


			By:			/s/ *John R. Darrah*
						John R. Darrah, Its President

Signature Page to Third Amendment to Stock Purchase Agreement

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

Filed on:	7/2/21
For Period end:	6/29/21	4
	6/30/20	10-Q, 4, 8-K
	6/29/20
	4/7/20	8-K
	1/6/20	4, 8-K
		List all Filings

9 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/09/23  Avantax, Inc.                     10-Q        6/30/23   77:7.3M
 5/08/23  Avantax, Inc.                     10-Q        3/31/23   66:5.6M
 2/28/23  Avantax, Inc.                     10-K       12/31/22  110:12M
11/01/22  Avantax, Inc.                     10-Q        9/30/22   62:6.5M
 8/08/22  Avantax, Inc.                     10-Q        6/30/22   62:6.3M
 5/04/22  Avantax, Inc.                     10-Q        3/31/22   61:5.4M
 2/25/22  Avantax, Inc.                     10-K       12/31/21  102:11M
11/04/21  Avantax, Inc.                     10-Q        9/30/21   66:7.2M
 8/04/21  Avantax, Inc.                     10-Q        6/30/21   63:6.8M

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Filing Submission 0001068875-21-000081 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Blucora, Inc. – ‘8-K’ for 6/29/21 – ‘EX-2.1’

On: Friday, 7/2/21, at 4:38pm ET · For: 6/29/21 · Accession #: 1068875-21-81 · File #: 0-25131

Current Report — Form 8-KFiling Table of Contents

‘EX-2.1’ — Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

9 Subsequent Filings that Reference this Filing

Current Report — Form 8-K

Filing Table of Contents