Item 1.01.Entry into a Material Definitive Agreement.

On March 13, 2020, Benefitfocus.com, Inc., a wholly owned subsidiary of Benefitfocus, Inc. (the "Company"), executed an Amendment to Leases amending: (i) the Lease Agreement dated January 1, 2009, as amended, between the Company and Daniel Island Executive Center, LLC ("DIEC"); (ii) the Lease Agreement dated May 31, 2005, as amended, between the Company and DIEC; and (iii) the Commercial Lease Agreement dated December 13, 2013, as amended, between the Company and DIEC II, LLC ("DIEC II" and, together with "DIEC", the "Lessors"). Pursuant to the Amendment to Leases, the Company paid the Lessors $3,993,352 for rent due to the Lessors from January 1, 2021 to June 1, 2021, representing an approximately 17% discount on rent due for those periods.

The Lessors are South Carolina limited liability companies. The Holland Family Trust is part owner of each of the Lessors. Mason R. Holland, Jr., Executive Chairman of the Company's Board of Directors (the "Board"), is affiliated with the Holland Family Trust. In accordance with the Company's policies and procedures with respect to related-party transactions, after being apprised of Mr. Holland's relationship with the Lessors, the Audit Committee of the Board and the disinterested directors carefully considered and then unanimously approved the Amendment to Leases as being in the best interests of the Company and its stockholders, other than Mr. Holland.

The description of Amendment to Leases provided above is qualified in its entirety by reference to the full and complete terms of the Amendment to Leases, which is filed as exhibit 10.26 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



     Exhibit No.   Description

     10.26     Amendment to Leases between Daniel Island Executive Center, LLC,
             DIEC II, LLC and Benefitfocus.com, Inc., dated as of March 13,
             2020.

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