Harte Hanks,Inc. (NYSE:HHS) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive
Agreement.

On May1, 2017, the Company entered into an Agreement (the 3Q
Agreement) with its wholly owned subsidiary 3Q Digital,Inc. (3Q)
and Maury Domengeaux, as representative to the former
stockholders and optionholders of 3Q (the Effective Time Holders)
to that certain Agreement and Plan of Merger, dated as of
March16, 2015, by and among a wholly owned subsidiary of the
Company and 3Q (the 2015 Merger Agreement). The 3Q Agreement
provides, among other things, for an amendment to the 2015 Merger
Agreement to defer the Companys obligation to pay the Effective
Time Holders up to an additional $35 million in earnout
consideration (the Earnout Consideration) until the earlier of
(x)the sale of the 3Q business or (y)April1, 2019, if and to the
extent the conditions to payment of the Earnout Consideration as
set forth in the 2015 Merger Agreement are satisfied. In
addition, under the 3Q Agreement the Company agreed to (i)engage
financial advisors to assist the Company in the formal process of
soliciting potential bidders and bids for the sale of 3Q, (ii)pay
a special bonus pool for the Effective Time Holders upon the sale
of the 3Q business in the event such sale occurs prior to April1,
2019, and (iii)approve and adopt a sale bonus plan for certain
current employees of 3Q, payable upon the sale of the 3Q business
in the event such sale occurs prior to April1, 2019.

The foregoing description of the 3Q Agreement is subject to and
qualified in its entirety by reference to the full text of the 3Q
Agreement, which is filed as Exhibit2.1 hereto and the 2015
Merger Agreement, which was filed as Exhibit2.1 to the Companys
quarterly report on Form10-Q for the quarter ended March31, 2015,
filed on May7, 2015.

Item 9.01 Financial Statements and
Exhibits.

(d)Exhibits. The following exhibit is being filed herewith:

*Schedules to the agreement have been omitted to Item
6.01(b)(2)of Regulation S-K. The company undertakes to furnish
supplemental copies of any of the omitted schedules upon request
by the SEC.

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

About Harte Hanks, Inc. (NYSE:HHS)

Harte Hanks, Inc. (Harte Hanks) is a multi-channel marketing company. The Company’s Customer Interaction business offers a range of marketing services, in media from direct mail to e-mail, including agency and digital services; database marketing solutions and business-to-business lead generation; direct mail, and contact centers. Its agency services are customer engagement agencies specializing in direct and digital communications for both consumer and business-to-business markets. The Company’s digital solutions integrate online services within the marketing mix and include search engine management, display, digital analytics, Website development and design, digital strategy, social media, e-mail, e-commerce and interactive relationship management and a range of other services that support its core businesses.

Harte Hanks, Inc. (NYSE:HHS) Recent Trading Information

Harte Hanks, Inc. (NYSE:HHS) closed its last trading session 00.00 at 1.35 with 26,192 shares trading hands.