Harte Hanks enters cooperation agreement with 28.7% holder Rosenbach; standstill and voting pact

HARTE HANKS INC

Gary and Susan Rosenbach beneficially own 2,118,635 shares (~28.7% of Harte Hanks common stock).
Rosenbach agrees to standstill: no proxy solicitation, share acquisitions, or group formation without Company consent.
Rosenbach must vote shares in line with Board recommendations through 2026 annual meeting (except on Extraordinary Transactions).
Mutual non-disparagement provisions apply during the standstill period.
Agreement terminates when Rosenbach ownership falls below 10% or upon material uncured breach.

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