X0306 4 2018-04-25 1 0001211759 CONNECTURE INC CNXR 0001673966 Francisco Partners GP IV Management Ltd C/O FRANCISCO PARTNERS MANAGEMENT, L.P. ONE LETTERMAN DRIVE, BUILDING C -STE 410 SAN FRANCISCO CA 94129 0 0 1 0 0001674067 Francisco Partners GP IV, L.P. C/O FRANCISCO PARTNERS MANAGEMENT, L.P. ONE LETTERMAN DRIVE, BUILDING C -STE 410 SAN FRANCISCO CA 94129 0 0 1 0 0001622908 FRANCISCO PARTNERS IV-A, L.P. C/O FRANCISCO PARTNERS MANAGEMENT, L.P. ONE LETTERMAN DRIVE, BUILDING C -STE 410 SAN FRANCISCO CA 94129 0 0 1 0 0001622902 FRANCISCO PARTNERS IV, L.P. C/O FRANCISCO PARTNERS MANAGEMENT, L.P. ONE LETTERMAN DRIVE, BUILDING C -STE 410 SAN FRANCISCO CA 94129 0 0 1 0 Common Stock 2018-04-25 4 J 0 3624022 0.00 D 0 I See Footnotes Series A Convertible Preferred Stock 2018-04-25 4 J 0 50000 0.00 D Common Stock 14629115 0 I See Footnotes Series B Convertible Preferred Stock 2018-04-25 4 J 0 16500 0.00 D Common Stock 10199839 0 I See Footnotes Consists of 2,414,050 shares of common stock, par value $0.001 per share ("Common Stock") of Connecture, Inc. (the "Issuer") directly held by Francisco Partners IV, L.P. ("FP IV") and 1,209,972 shares of Common Stock directly held by Francisco Partners IV-A, L.P. ("FP IV-A"). On April 25, 2018, FP Healthcare Merger Sub Corporation ("Merger Sub") and FP Healthcare Holdings, Inc. ("Parent") completed its merger (the "Merger") with and into the Issuer, pursuant to the terms of the Agreement and Plan of Merger, dated as of January 4, 2018, by and among Parent, Merger Sub and the Issuer. In connection with the completion of the Merger, FP IV and FP IV-A (together, the "FP Investors") contributed all of the shares of Common Stock and Preferred Stock held by the FP Investors (the "Rollover Shares") to the Parent. At the effective time of the Merger, each of the Rollover Shares were canceled and ceased to exist and no consideration was paid in respect of such Rollover Shares. The general partner of both FP IV and FP IV-A is Francisco Partners GP IV, L.P. ("FP GP"). The general partner of FP GP is Francisco Partners GP IV Management Limited ("FP GP Management" and collectively with FP IV, FP IV-A and FP GP, "Francisco Partners"). The Directors of FP GP Management are Mr. Dipanjan Deb and Mr. Tom Ludwig and the Investment Committee of FP GP Management consists of Mr. Deb, Mr. David Golob, Mr. Ezra Perlman, and Mr. Keith Geeslin (collectively, the "FP Directors"). Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each of such Francisco Partners entities and the FP Directors may be deemed to beneficially own the securities of the Issuer beneficially owned by FP IV and FP IV-A directly or indirectly controlled by it, but each (other than FP IV and FP IV-A to the extent of their direct holdings) disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. The Series A Convertible Preferred Stock was convertible into Common Stock at a rate equal to (i) the sum of (a) the original purchase price ($1,000 per share) plus (b) all accrued and unpaid dividends thereon up to but not including the conversion date, divided by (ii) the conversion price of the Common Stock at such time, which initially was $4.50 per share, subject to customary anti-dilution adjustments. As of April 25, 2018, the number of shares of Common Stock deliverable upon conversion of each share of Series A Convertible Preferred Stock was equal to approximately 292.58 shares. The Series A Preferred Stock was convertible at any time and had no expiration date. Consists of 33,306 shares of Series A Preferred Stock directly held by FP IV and 16,694 shares of Series A Preferred Stock directly held by FP IV-A. The Series B Convertible Preferred Stock was convertible into Common Stock at a rate equal to (i) the sum of (a) the original purchase price ($1,000 per share) plus (b) all accrued and unpaid dividends thereon up to but not including the conversion date, divided by (ii) the conversion price of the Common Stock at such time, which initially was $1.91 per share, subject to customary anti-dilution adjustments. As of April 25, 2018, the number of shares of Common Stock deliverable upon conversion of each share of Series B Convertible Preferred Stock was equal to approximately 618.17 shares. The Series B Preferred Stock was convertible at any time and had no expiration date. Consists of 10,991 shares of Series B Preferred Stock directly held by FP IV and 5,509 shares of Series B Preferred Stock directly held by FP IV-A. FRANCISCO PARTNERS IV, L.P., By: Francisco Partners GP IV, L.P., its General Partner, By: Francisco Partners GP IV Management Limited, its General Partner, By: /s/ Ezra Perlman Name: Ezra Perlman, Title: Co-President 2018-04-27 FRANCISCO PARTNERS IV-A, L.P., By: Francisco Partners GP IV, L.P., its General Partner, By: Francisco Partners GP IV Management Limited, its General Partner, By: /s/ Ezra Perlman Name: Ezra Perlman, Title: Co-President 2018-04-27 FRANCISCO PARTNERS GP IV, L.P., By: Francisco Partners GP IV Management Limited, its General Partner, By: /s/ Ezra Perlman Name: Ezra Perlman, Title: Co-President 2018-04-27 FRANCISCO PARTNERS GP IV MANAGEMENT LIMITED, By: /s/ Ezra Perlman Name: Ezra Perlman, Title: Co-President 2018-04-27