Third Amendment to Stock Purchase Agreement, dated June 29, 2021, by and among Spirit Acquisitions, LLC, Honkamp Krueger Financial Services, Inc., the sellers named therein, and JRD Seller Representative, LLC, as the sellers representative

    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.