HARTE HANKS INC

Current report

Risks Related to the Proposed Acquisition with Star Equity

Current report

The transactions contemplated by the merger agreement are subject to conditions, including certain conditions that may not be satisfied or completed on a timely basis or at all. Failure to complete the transactions contemplated by the merger agreement, including the merger, could have material and adverse effects on us.

Current report

Completion of the merger is subject to a number of conditions, including, among other things, (i) the adoption of the merger agreement by the holders of our common stock, (ii) the absence of any law or order prohibiting the consummation of the merger, and (iii) the effectiveness of the registration statement on Form S-4 pursuant to which the shares of Star Equity’s preferred stock issuable in the merger are registered with the SEC. Such conditions, some of which are beyond our control, may not be satisfied or waived in a timely matter and therefore make the completion and timing of the completion of the merger uncertain.

Current report

If the transactions contemplated by the Merger Agreement are not completed, our ongoing business may be adversely affected and, without realizing any of the benefits of having completed the merger, we will be subject to a number of risks, including the following: we may be required to pay our costs relating to the merger, such as legal, accounting, and financial advisory fees, whether or not the merger is completed; time and resources committed by our management to matters relating to the merger could otherwise have been devoted to pursuing other beneficial opportunities; the market price of our common stock could be impacted to the extent that the current market price reflects a market assumption that the merger will be completed; and if the merger agreement is terminated and our Board of Directors seeks another business combination, our shareholders cannot be certain that we will be able to find a party willing to enter into a transaction as attractive to us as the transaction with Star Equity.

Current report

In addition, the merger agreement contains certain termination rights for both Star Equity and us, which if exercised, will also result in the transactions contemplated by the merger agreement not being consummated. If the merger agreement is terminated under certain circumstances, we could be required to pay Star Equity a termination fee.

Current report

We will be subject to business uncertainties while the merger is pending, which could adversely affect our business.

Current report

It is possible that certain persons with whom we have a business relationship may delay certain business decisions relating to us in connection with the pendency of the merger or they might decide to seek to terminate, change or renegotiate their relationships with us as a result of the merger, which could negatively affect our revenues, earnings and cash flows, as well as the market price of our common stock, regardless of whether the merger is completed. Also, our ability to attract, retain and motivate employees may be impaired while the merger is pending as current and prospective employees may experience uncertainty about their roles within the combined company following the merger.

Current report

In addition, under the terms of the merger agreement, we are subject to certain restrictions on the conduct of our business prior to the completion of the merger, which may adversely affect our ability to execute certain of our business strategies, including the ability in certain cases to modify or enter into certain contracts, acquire or dispose of assets, hire or terminate certain employees or take other specified actions regarding employees and compensation, or incur certain indebtedness, incur encumbrances, make capital expenditures, issue shares or settle claims. Such limitations could negatively affect our business and operations prior to the completion of the merger.

Current report

Even if the merger is completed, the integration of Harte Hanks by Star Equity may not be as successful as anticipated.

Current report

The success of the merger will depend, in part, on Star Equity’s ability to realize the anticipated benefits and cost savings from combining our and Star Equity’s businesses, and there can be no assurance that the combined company will be able to successfully realize the expected benefits of the merger, which in turn could impact the value of preferred stock of Star Equity that is issued as merger consideration.

Current report

We expect to incur significant transaction fees and costs in connection with the merger.

Current report

We have incurred and expect to continue to incur a number of non-recurring costs associated with negotiating and completing the merger. These fees and costs have been, and will continue to be substantial and, in many cases, will be borne by us whether or not the transaction is completed. A substantial majority of our non-recurring expenses will consist of transaction costs related to the merger and include, among others, fees paid to financial, legal, accounting and other advisors.