CONNECTURE, INC. (NASDAQ:CNXR) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

The information disclosed in Item 5.02 of this Current Report on
Form 8-K is incorporated by reference into this Item 1.01.

On May 10, 2017, Kraig McEwen was appointed to the board of
directors (the Board) of Connecture, Inc. (the Company).Mr.
McEwen will serve as a Class I director, which class will stand
for reelection at the Companys 2018 annual meeting of
shareholders. It is not anticipated that Mr. McEwen will be a
member of any committee of the Board.As a non-management member
of the Board, Mr. McEwen will receive an annual cash fee of
$44,000 and restricted stock units (RSUs) valued at $66,000 in
accordance with the Companys standard director compensation
policy. The number of shares underlying the RSUs will be
determined by dividing $66,000 by the closing price of the
Companys common stock on the date of grant, which will be the
date of the Companys annual meeting of stockholders. The RSUs
will vest quarterly over a one-year period beginning on the first
day of the first quarter following the date of grant, subject in
each case to continuous service as a member of the Board as of
the vesting date.

Mr. McEwen was designated for election to the Board by Francisco
Partners (as defined below), the Companys majority stockholder,
in accordance with the terms of the Investor Rights Agreement,
dated March 10, 2017, among the Company, Francisco Partners IV,
L.P. and Francisco Partners IV-A, L.P. (collectively, Francisco
Partners); and Chrysalis Ventures II, L.P (the Investor Rights
Agreement). to the terms of the Investor Rights Agreement, Mr.
McEwen was elected to the Board by the Investor Committee of the
Board and filled the vacant seat created by the Board in
connection with the closing of the Companys sale of Series B
Convertible Preferred Stock.

In addition to serving as a member of the Board, Mr. McEwen will
also provide consulting services to senior management of the
Company as requested by the Board to an Independent Contractor
Consulting Agreement (the Consulting Agreement), effective as of
May 10, 2017, between Mr. McEwen and the Company.Under the terms
of the Consulting Agreement, Mr. McEwen will provide services to
the Company for a one-year period, which term may be extended in
a writing signed by both Mr. McEwen and the Company. Either Mr.
McEwen or the Company may terminate the Consulting Agreement with
30 days notice, provided that if Mr. McEwen ceases to serve as a
director of the Company, the Company may terminate the Consulting
Agreement without notice.

In exchange for performing services under the Consulting
Agreement, Mr. McEwen will receive, on or about the date of the
Companys 2017 annual stockholders meeting, a number of RSUs for
shares of the Companys common stock in an amount equal to
$110,000 divided by the closing price of a share of the Companys
common stock on May 10, 2017, the effective date of the
Consulting Agreement, which closing price was $0.82. The RSUs
will vest quarterly over a one-year period beginning on the first
day of the first quarter following the date of grant, subject in
each case to continuous service to the Consulting Agreement as of
each vesting date.The RSUs are in addition to, and separate from,
Mr. McEwens compensation for his service as a director and
constitute the sole consideration payable to Mr. McEwen for his
services to the Consulting Agreement during its initial term.

The Consulting Agreement is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference. The
description of the Consulting Agreement contained in this report
is a summary and is qualified in its entirety by reference to the
terms of the Consulting Agreement.Other than the Consulting
Agreement, there are no related-party transactions (as defined in
Item 404(a) of Regulation S-K) between Mr. McEwen and the
Company.

About CONNECTURE, INC. (NASDAQ:CNXR)

Connecture, Inc. provides a Web-based consumer shopping, enrollment and retention platform for health insurance distribution. The Company caters its services to health insurance marketplace operators, such as health plans, brokers and exchange operators. It operates through four segments: Enterprise/Commercial, Enterprise/State, Medicare and Private Exchange. The Enterprise/Commercial segment offers insurance distribution solutions to health plans. The Enterprise/State segment offers the sales automation solutions to state Governments, which allow its customers to offer customized individual and small group exchanges. The Medicare segment offers Web-based Medicare plan comparison, prescription drug comparison and enrollment tools for health plans, pharmacy benefit managers, pharmacies, field marketing organizations and call centers. The Private Exchange segment offers defined-contribution benefit exchange solutions to benefit consultants, brokers, exchange operators and aggregators.

CONNECTURE, INC. (NASDAQ:CNXR) Recent Trading Information

CONNECTURE, INC. (NASDAQ:CNXR) closed its last trading session down -0.030 at 0.820 with 40,004 shares trading hands.