Engagement Agreement dated as of March 26, 2018, between Hooper Holmes, Inc. and PMCM, LLC

Continue to evaluate rapidly the Company in parallel with developing a turnaround plan for the Company (the “Plan”). Our primary initial focus will be upon the fixed cost infrastructure and the related monthly cash burn and possible strategies to reduce same.

Lead the communications with the Company’s senior lenders in an effort to establish relief from the current credit facility(s) default and possible debt service restructuring.

Establish definitive cash protocols and detailed weekly forecasting and reporting in an effort to minimize the immediate cash requirement as the Company works through its slow operating season.

Provide the senior executive leadership to the Company with all officers reporting to the CRO.

Assist the current investment banking firm in their efforts to raise rescue financing.

Work with the Company’s counsel, Board of Directors and other advisors as it examines the benefits and costs of remaining a public company entity.

Other duties and responsibilities as may be required in serving as the CRO of the Company.

Other duties as mutually agreed

To avoid doubt, James Fleet and Robert Gowens shall be added to the Company’s D&O policy by way of endorsement.

Non-Solicitation. The Company agrees not to, directly or indirectly, solicit, recruit, utilize or hire any employees or agents of PMCM for a period of two (2) years subsequent to the completion and/or termination of this Agreement.

Legal Proceedings. If after the termination of the engagement PMCM is requested and agrees or is required to participate in any manner in legal or administrative proceedings regarding the Company, compensation shall be paid to PMCM in advance for its time at the then current hourly rates. For individuals no longer employed by PMCM at the time of such participation, payment shall be made to such individuals directly or to their employers, as applicable.

Indemnification. The Company shall indemnify PMCM, its principals, employees and agents, at a minimum, to the same extent as the most favorable indemnification it extends to its officers or directors, whether under the Company’s bylaws, its certificate of incorporation, by contract or otherwise, and no reduction or termination in any of the benefits provided under any such indemnities shall affect the benefits provided to PMCM or its employees and/or agents. Attached to and made part of the Agreement is a Consent, Release, and Indemnification. The Company agrees to execute such Consent, Release, and Indemnification contemporaneous with executing the Agreement, and warrants that the indemnification provided in the Consent, Release, and Indemnification is equal to or better than the most favorable indemnification the Company extends to its officers or directors. The provisions in this section are in the nature of contractual obligations and no change in applicable law or the Company’s charter, bylaws or other organizational documents or policies shall affect any rights hereunder. Neither termination of this Agreement nor the engagement shall affect the obligations in this paragraph, all of which shall survive termination.

Level of Analysis. Any work for the Company will be performed on a “level-of-effort” basis, that is, the depth of our analyses and extent of our authentication of the information on which our advice to the Company and the Board will be predicated, may be limited in some respects due to the extent and sufficiency of available information, time constraints dictated by the circumstances of our engagement, and other factors. Moreover, we do not contemplate examining any such information in accordance with generally accepted

Information. The Company will provide PMCM with access to management and other representatives of the Company, as reasonably requested by PMCM. The Company will furnish PMCM with such information as PMCM may reasonably request for the purpose of carrying out its engagement hereunder, all of which will be, to the Company’s best knowledge, accurate and complete at the time furnished (the “Information”). The Company further represents and warrants that any financial projections delivered to PMCM have been or will be reasonably prepared in good faith and will be based upon assumptions which the Company believes, in light of the circumstances in which they are made, are reasonable. The Company will promptly notify PMCM in writing of any material inaccuracy or misstatements in, or material omission from, any Information previously delivered to, or discussed with, PMCM, or any materials provided to any interested party. The Company will also promptly notify PMCM of the occurrence of any event or any other change known by the Company which results in the Information ceasing to be complete and correct. PMCM shall rely, without independent verification, on the accuracy and completeness of all Information that is publicly available and of all Information furnished by or on behalf of the Company or any other party or otherwise reviewed by PMCM. The Company understands and agrees that PMCM will not be responsible for the accuracy or completeness of such Information, and shall not be liable for any inaccuracies or omissions therein. The Company acknowledges that PMCM has no obligation to conduct any appraisal of any assets or liabilities of the Company or any other party or to evaluate the solvency of any party under any applicable laws relating to bankruptcy, insolvency or similar matters. Any advice (whether written or oral) rendered by PMCM pursuant to this Agreement is intended solely for the use of the Board of Directors of the Company, and such advice may not be relied upon by any other person or entity or used for any other purpose. Except as may be required by subpoena, court order or legal process or as may be filed with any bankruptcy pleadings or papers, (i) any advice rendered by, or other materials prepared by, or any communication from, PMCM may not be disclosed, in whole or in part, to any third party, or summarized, quoted from, or otherwise referred to in any manner without the prior written consent of PMCM,

Reports. PMCM will submit oral and/or written reports at the Company’s or Board’s request, summarizing our evaluations and analyses based on our work pursuant to this Agreement. Our reports will encompass only matters that come to our attention in the course of our work and are significant as deemed by PMCM in relation to the objective of our engagement. However, because of the time and scope limitations implicit in our engagement and the related limitations on the depth of our analyses and the extent of our verification of information, we may not discover all such matters or perceive their significance. Accordingly, we will be unable to and will not provide assurances in our reports concerning the integrity of the information used in our analyses and on which our findings and advice to the Company may be based. In addition, we have no obligation to and will not update our reports or extend our activities beyond the scope set forth herein unless you request and we agree to do so.

Future Performance. The services to the Company to the extent the Agreement so provides, may include the preparation of recommendations, projections, and other forward looking statements. The Company acknowledges that numerous factors may affect the Company’s actual financial and operational results, and that these results may materially and adversely differ from the recommendations and projections, if any, prepared, in whole or in part, by PMCM. PMCM does not provide assurance regarding the outcome of its engagement and its fees are not contingent on the results of the engagement.

Use of Name. The Company agrees that PMCM and/or its affiliates shall have the right to use the Company’s name and logo in a description of the services provided by PMCM under the Agreement.

Termination. The Company and/or PMCM may terminate this Agreement with or without cause and with or without notice. In the event of such termination, the Company shall pay to PMCM all amounts accrued or due under this Agreement through the date of termination that have not been previously paid.

Periodic Rate Adjustment/Interest. PMCM reserves the right to adjust the standard hourly rates set forth within the Agreement in the normal course subject to thirty (30) days written notice to the Company. Failure to pay any amounts due by the Company to PMCM under the terms of this Agreement will subject such late payment to a ten percent (10%) annual interest surcharge applicable from the time payment was first due until actual receipt of such payment by PMCM.

Communications. PMCM and its affiliates have extensive experience providing companies with financial advisory, restructuring and consulting services. Over the years, PMCM and its affiliates have represented many different clients with various business interests in numerous industries and have developed working relationships with intermediaries, such as lawyers, investment bankers, lenders and accountants, who often provide referrals to them. PMCM may be able to call upon these successful working relationships to better assist the Company in its restructuring efforts. In undertaking the engagement on behalf of the Company, PMCM’s objective is to provide services for the Company and its Board to the best of its ability. Part of PMCM’s role during this engagement will be to maintain the credibility of the Company with your various creditor constituencies through ongoing communications. As such, we will periodically communicate directly with your creditors, including the Company’s senior lender(s) as necessary and share information with them concerning the purposes of the Company efforts. The Company acknowledges that a good relationship with its general creditors and senior lenders alike is critical in promoting a successful reorganization and agrees that PMCM shall be entitled to respond to lender and creditors requests for information.

Disclosures. PMCM and its affiliates and subsidiaries comprise a consulting firm (the “Firm”) that provides crises management, restructuring, advisory and consulting services as well as temporary employees to staff advisory, crisis management, and restructuring, advisory and consulting engagements. The Firm’s clients are often referred to or are likely to be referred to PMCM by intermediaries such as lawyers, investment bankers, lenders and accountants (“Referral Sources”). Because the Firm has represented, and will in the future represent, many different clients with various business interests in numerous industries, it is possible that the Firm may have rendered or will render services to or have business associations with other entities or people which had or have or may have relationships with the Company, including creditors of the Company. In undertaking the engagement on behalf of the Company the objective is to provide services for the Company to the best of its ability, but without precluding the Firm from representing other entities or individuals, including entities and individuals whose interests may be in competition or conflict with the Company’s, provided the Firm makes appropriate arrangements to ensure that the confidentiality of information is maintained, or from accepting referrals from or making referrals to Referral Sources. Each entity under the definition of Company acknowledges and agrees that the services being provided on behalf of each of them and each of them hereby waives any and all conflicts of interest that may arise on account of the services being provided on behalf of any other such entity. Each such entity represents that it has taken all corporate action necessary and is authorized to waive such potential conflicts of interest. Since PMCM wants the Company to be comfortable with the retention of PMCM in light of firm client and Referral Sources relationships, PMCM makes the following disclosures, based on the information provided by the Company, of parties with an interest in the engagement:

Bankruptcy. In the event the Company seeks protection under the U.S. Bankruptcy Code, the Company agrees that it will promptly apply and use best efforts to obtain Bankruptcy Court approval (and to the extent necessary nunc pro tunc to the date of filing) of all of the terms and conditions of this Agreement including, inter alia, the Deposit.

Independent Contractor Status. PMCM is an independent contractor under this Agreement, and neither PMCM nor any of its employees, agents or independent contractors (collectively “PMCM Personnel”) will be entitled to receive from the Company any wages or other employee benefits. Neither PMCM nor PMCM Personnel shall be considered employees or agents of the Company, shall not be deemed to be officers or directors, representative or insider of the Company, and shall not owe fiduciary duties to the Company, its creditors, shareholders or any other person in connection with this engagement. The Company agrees that it shall not make and waives any claim based on an assertion of such an agency or fiduciary relationship.

Confidentiality. Except as otherwise provided in the Agreement, during the term of the engagement and for a period of twelve (12) months thereafter, PMCM shall keep secret and retain in strictest confidence, any and all confidential information relating to the Company or which PMCM shall obtain knowledge of by reason of the engagement, including, without limitation, trade secrets, customer lists, financial plans or projections, pricing policies, marketing plans or strategies, business acquisition or divestiture plans, new personnel acquisition plan or strategies, technical processes and other research projects. Except as otherwise provided in the Agreement, PMCM shall not, except in

Limitation of Duties. PMCM does not make any representation or guarantees that, inter alia, (i) an appropriate restructuring proposal or strategic alternative can be formulated for the Company, (ii) any restructuring proposal or strategic alternative presented to the Company’s management or the board will be more successful than all other possible restructuring proposals, or strategic alternatives, (iii) restructuring is the best course of action for the Company or (iv) if formulated, that any proposed restructuring plan or strategic alternative will be accepted by any of the Company’s creditors, shareholders and other constitutes. Further PMCM does not assume any responsibility for the Company’s decision to pursue, or not pursue any business strategy, or to effect or not to effect any transaction. PMCM shall be responsible for assistance with the implementation only of the restructuring proposal or strategic alternative only to the extent and in the manner authorized by and directed by the Board and agreed to by PMCM in the Agreement. Any duties arising by reason of this Agreement or as a result of the services to be rendered by PMCM hereunder will be owed solely to the Company.

Electronic Communications. PMCM and our clients rely upon electronic communication such as e mail and cellular telephones and faxes, tools and media ("Electronic Communications") in day to day business communications. Because of their nature, Electronic Communications are not as secure as more traditional lines of communications, such as hard wired telephones and faxes, U.S. Mail, or couriers. In the course of our representation of the Company, Electronic Communications unless specifically requested otherwise by the Company in writing to PMCM are hereby authorized for all purposes. The Company understands that some risk exists that any and

Governing Law and Arbitration. This Agreement will be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania applicable to agreements made and to be performed entirely in such State, without giving effect to the choice of law provisions thereof. Unless the Bankruptcy Court specifically refuses to enforce these arbitration provisions (an outcome which the Company will not seek), each of the parties hereto agrees to submit any claim or dispute arising out of or related to this Agreement to private and confidential arbitration by a single arbitrator selected in accordance with the rules of the American Arbitration Association. Any such arbitration proceedings shall be governed by the Commercial Rules of Arbitration of the American Arbitration Association and shall take place in Philadelphia, PA. The arbitrator shall have the power to order discovery and the authority to award any remedy or relief that a court of the Commonwealth of Pennsylvania could order or grant, including, without limitation, specific performance. The decision of the arbitrator shall be final and binding on each of the parties and judgment thereon may be entered in any court having jurisdiction. This arbitration procedure is intended to be the exclusive method of resolving any claim arising out of or related to this Agreement, including any claim as to the validity of this Agreement. Except for the Bankruptcy Court’s exercising jurisdiction over any dispute, each party agrees to the personal and subject matter jurisdiction of the arbitrator for the resolution of any such claim, including any issue relating to this arbitration position. In the event of any arbitration arising out of or in connection with this Agreement, the prevailing party shall be entitled to an award of actual attorneys’ fees and costs incurred in connection with the arbitration. The provisions of this Agreement regarding indemnity and arbitration will survive any termination of this Agreement.

Binding Agreement. This Agreement shall be binding upon PMCM and the Company, their respective heirs, successors, and assignees, and any heir, successor or assignee of a substantial portion of PMCM’s or the Company’s respective businesses and or assets, including any Chapter 11 Trustee.

Assignment. Neither PMCM nor Company may assign this Agreement, by operation of law or otherwise, without the prior written consent of the other party. Any assignment in violation of this provision shall be deemed to be null and void.

Force Majeure. Neither party shall be liable for any default or delay in the performance of its obligations (except for payment obligations) under this Agreement if such default or delay is caused by an act of God or other circumstance outside the reasonable control of the party, including, but not limited to, fire, flood, earthquake, natural disasters or other

Headings and Interpretation. The section headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Agreement. All parties hereto have participated substantially in the negotiation and drafting of this Agreement and each party hereby disclaims any defense or assertion that any ambiguity herein should be construed against the drafter of the Agreement.

Continuing Validity of Agreement. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect pursuant to the terms hereof.

Counterparts. This agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which will constitute one and the same instrument. Such counterparts may be delivered by one party to the other by facsimile or other electronic transmission, and such counterparts shall be valid for all purposes.

Requisite Company Authority. The Company has all requisite power and authority to enter into this Agreement. This Agreement has been duly and validly authorized by all necessary action on the part of the Company and has been duly executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable in accordance with its terms. PMCM has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly authorized by all necessary action on the part of PMCM and has been duly executed and delivered by PMCM and constitutes a legal, valid and binding agreement of PMCM, enforceable in accordance with its terms. This Agreement has been reviewed by the signatories hereto and their counsel.

Agreement Binding on all Company Affiliates. To the extent that the Company hereunder is comprised of more than one entity or company, the obligations of the Company under this Agreement are joint and several, and any consent, direction, approval, demand, notice or the like given by any one of such entities or companies shall be deemed given by all of them and, as such, shall be binding on the Company.

Survival of Certain Provisions. The provisions of paragraphs 1-3, 8, 15-19, 22-23, 26, 28 as well as the Consent, Release and Indemnification and those provisions which expressly state that they continue for a period of time following such termination or expiration shall survive any expiration or termination of this Agreement.

Entire Agreement, Waiver, Modifications and Notices. The Agreement, which includes the Standard Terms, Conditions and Disclosures and the Consent, Release and Indemnification, as well as any exhibits thereto, constitutes the final and complete expression of the parties with respect to its subject matter and supersedes and replaces any other written or oral agreement or understanding between the parties. This Agreement may be amended, modified, supplemented or waived only by a written instrument signed by both parties. No waiver of a breach hereof shall be deemed to constitute a waiver of a future breach, whether of a similar or a dissimilar nature. All notices, demands or other communications which are required or are permitted to be given in this Agreement shall be in writing and shall be deemed to have been sufficiently given (i) upon personal delivery, (ii) the third business day following due deposit in the United States mail, postage prepaid, and sent certified mail, return receipt requested, correctly addressed or (iii) when receipt is acknowledged if sent via facsimile transmission. Notices to you shall be sent to the address set forth on page one of the Agreement. Notices to PMCM shall be sent to the address below: