Exhibit 2.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • November 30th, 2005 • Darwin Resources Corp. • Metal mining • Delaware
WITNESSETH:Merger Agreement • November 29th, 2005 • Darwin Resources Corp. • Metal mining • Delaware
RECITALS:Indemnification Agreement • November 30th, 2005 • Darwin Resources Corp. • Metal mining • Delaware
Exhibit 10.5 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT made as of this ____ day _____________ 2005, between Health Benefits Direct Corporation, a Delaware corporation, with offices at 2900 Gateway Drive, Pompano Beach, FL 33069 (the "Company") and...Subscription Agreement • November 30th, 2005 • Darwin Resources Corp. • Metal mining • Florida
Exhibit 10.25 ADVISORY AGREEMENT THIS AGREEMENT (the "AGREEMENT"), dated as of November 1, 2005, by and between Health Benefits Direct Corporation, a Delaware corporation (the "COMPANY"), and Warren V. Musser (the "ADVISOR"). W I T N E S S E T H:...Advisory Agreement • November 30th, 2005 • Darwin Resources Corp. • Metal mining • Pennsylvania
WITNESSETHSublease Agreement • May 19th, 2006 • Health Benefits Direct Corp • Insurance agents, brokers & service • New York
Exhibit 10.24 LOCK-UP AGREEMENT The undersigned is the beneficial owner of shares of common stock, $0.001 par value per share (the "COMMON STOCK"), securities substantially similar to the Common Stock ("OTHER SECURITIES"), or securities convertible...Lock-Up Agreement • November 30th, 2005 • Darwin Resources Corp. • Metal mining
The undersigned is the beneficial owner of shares of common stock, $0.001 par value per share (the "COMMON STOCK"), securities substantially similar to the Common Stock ("OTHER SECURITIES"), or securities convertible into or exercisable or exchangeable for the Common Stock or Other Securities ("Convertible Securities"), of Health Benefits Direct Corporation, a Delaware corporation (the "COMPANY"), (including shares of Common Stock acquired in connection with the contribution by such persons of certain limited liability company membership interests of predecessor businesses to the Company), such securities, and all such additional securities owned or acquired by the undersigned, subject to this Agreement. The undersigned understands that the Company intends to enter into a reverse merger transaction with a publicly-traded company, concurrently with a private placement of up to $7,500,000 worth of Units, with each Unit consisting of 50,000 shares of Common Stock and a warrant to purchase
RECITALS:Employment Agreement • November 30th, 2005 • Darwin Resources Corp. • Metal mining • Delaware
Exhibit 10.26 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT made as of this 16th day of September 2005, between Health Benefits Direct Corporation, a Delaware corporation with offices at 2900 Gateway Drive, Pompano Beach, FL 33069 (the "Company") and...Subscription Agreement • March 31st, 2006 • Health Benefits Direct Corp • Insurance agents, brokers & service • Delaware
Exhibit 10.3 THE KEYSTONE EQUITIES GROUP(TM) TURNING VISION INTO REALITY CONFIDENTIAL October 19, 2005 Mr. Scott Frohman Chief Executive Officer Health Benefits Direct Corporation 4800 North Federal Highway, Suite D-108 Boca Raton, FL 33431 Dear...Placement Agent Agreement • November 30th, 2005 • Darwin Resources Corp. • Metal mining • Pennsylvania
Exhibit 10.27 HEALTH BENEFITS DIRECT CORPORATION REGISTRATION RIGHTS AGREEMENT SEPTEMBER 16, 2005 TABLE OF CONTENTSRegistration Rights Agreement • March 31st, 2006 • Health Benefits Direct Corp • Insurance agents, brokers & service • Delaware
Exhibit 10.6 HEALTH BENEFITS DIRECT CORPORATION REGISTRATION RIGHTS AGREEMENT NOVEMBER ___, 2005 TABLE OF CONTENTSRegistration Rights Agreement • November 30th, 2005 • Darwin Resources Corp. • Metal mining • Delaware
HEALTH BENEFITS DIRECT CORPORATION DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • January 17th, 2006 • Health Benefits Direct Corp • Insurance agents, brokers & service • Delaware
This Director and Officer Indemnification Agreement, dated as of _________ (this “Agreement”), is made by and between Health Benefits Direct Corporation, a Delaware corporation (the “Company”), and __________ (the “Indemnitee”).
Exhibit 10.7 THIS LEASE is made this 9TH day of February, 2004, by and between Case Holding Co., a FLORIDA corporation, of 4367 N. FEDERAL HWY, SUITE 209, FORT LAUDERDALE FLORIDA (hereinafter referred to as "Lessor"), and Platinum Partners, LLC, a...Lease Agreement • November 30th, 2005 • Darwin Resources Corp. • Metal mining
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 10th, 2012 • InsPro Technologies Corp • Services-prepackaged software • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 3, 2012 (the “Effective Date”) by and among (a) SILICON VALLEY BANK, a California corporation with a loan production office located at 5 Radnor Corporate Center, 100 Matsonford Road, Suite 555, Radnor, Pennsylvania 19087 (“Bank”), and (b) (i) INSPRO TECHNOLOGIES CORPORATION, a Delaware corporation (“Corp.”), (ii) INSPRO TECHNOLOGIES, LLC (“LLC”), a Delaware limited liability company, and (iii) ATIAM TECHNOLOGIES L.P., a Delaware limited partnership (“L.P.”) (Corp, LLC and L.P. are individually and collectively, jointly and severally, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
Exhibit 10.2 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT made this 21st day of Novmeber, (the "Agreement") by and among Robert Ferguson. ("Buyer"), and Darwin Resources Corp. ("Seller"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Seller,...Stock Purchase Agreement • November 29th, 2005 • Darwin Resources Corp. • Metal mining • British Columbia
FORM OF INDEMNIFICATION AGREEMENT] HEALTH BENEFITS DIRECT CORPORATION DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • January 6th, 2006 • Health Benefits Direct Corp • Insurance agents, brokers & service • Delaware
This Director and Officer Indemnification Agreement, dated as of December 30, 2005 (this “Agreement”), is made by and between Health Benefits Direct Corporation, a Delaware corporation (the “Company”), and Leon Brauser (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2017 • InsPro Technologies Corp • Services-prepackaged software • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 11, 2017, by and among InsPro Technologies Corporation, a Delaware corporation (the “Company”), and the investors signatory hereto (each an “Investor” and collectively, the “Investors”).
Exhibit 10.1 SUBLEASE AGREEMENT SUBLEASE AGREEMENT ("SUBLEASE"), made as of this 7 day of March 2006, by and between WorldTravel Partners I, LLC, a Georgia limited liability company ("SUBLANDLORD"), having an office at 1055 Lenox Park Blvd., Suite...Sublease Agreement • May 19th, 2006 • Health Benefits Direct Corp • Insurance agents, brokers & service • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2017 • InsPro Technologies Corp • Services-prepackaged software • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of May 11, 2017, between InsPro Technologies Corporation, a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 17th, 2006 • Health Benefits Direct Corp • Insurance agents, brokers & service • Delaware
THIS EMPLOYMENT AGREEMENT is made and entered into as of this 12th day of January, 2006, by and between HEALTH BENEFITS DIRECT CORPORATION, a Delaware corporation with offices at 2900 Gateway Drive, Pompano Beach, Florida 33069 (the “Corporation”), and Alvin Clemens, an individual residing at 500 Huston Road, St. Davids, PA, 19087 (the “Executive”), under the following circumstances:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 21st, 2017 • InsPro Technologies Corp • Services-prepackaged software • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of April 20, 2017, between InsPro Technologies Corporation, a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
ContractSecurities Agreement • October 7th, 2015 • InsPro Technologies Corp • Services-prepackaged software
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY OR (II) RULE 144 OR RULE 144A UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SEC
VOTING AGREEMENTVoting Agreement • January 31st, 2020 • InsPro Technologies Corp • Services-prepackaged software • Delaware
This VOTING AGREEMENT, dated as of January [__], 2020 (this “Agreement”), between Majesco, a California corporation (“Buyer”), Majesco Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and the persons or entities signatory as Stockholders hereto (each, a “Stockholder” and collectively, the “Stockholders”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 3rd, 2007 • Health Benefits Direct Corp • Insurance agents, brokers & service • Delaware
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into as of this 27th day of November, 2007, by and between Health Benefits Direct Corporation, a Delaware corporation (the “CORPORATION”), and Ivan M. Spinner (the “EXECUTIVE”). Each of the Corporation and the Executive hereinafter may be referred to individually as a “PARTY” or collectively as the “PARTIES.”
AGREEMENT AND PLAN OF MERGER BY AND AMONG MAJESCO, MAJESCO MERGER SUB, INC., AND INSPRO TECHNOLOGIES CORPORATION DATED JANUARY 30, 2020Merger Agreement • January 31st, 2020 • InsPro Technologies Corp • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 30, 2020, by and among (i) Majesco, a California corporation (“Buyer”), (ii) Inspro Technologies Corporation, a Delaware corporation (the “Company”), and (iv) Majesco Merger Sub, Inc., a Delaware corporation (“Merger Sub”).
SUBORDINATION AGREEMENTSubordination Agreement • February 3rd, 2015 • InsPro Technologies Corp • Services-prepackaged software • New York
This Subordination Agreement (the “Agreement”) is made as of January 30, 2015, by and among (a) THE CO-INVESTMENT FUND II, L.P., a Delaware limited partnership, with its principal place of business at 150 N. Radnor-Chester Road, Suite B-101, Radnor, PA 19087 (“Creditor”) and (b) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“Bank”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 31st, 2008 • Health Benefits Direct Corp • Insurance agents, brokers & service • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of March 31, 2008, between Health Benefits Direct Corporation, a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • March 30th, 2015 • InsPro Technologies Corp • Services-prepackaged software • Pennsylvania
This Amended and Restated Security Agreement (this “Agreement”) dated as of March 27, 2015, by and among InsPro Technologies Corporation, a Delaware corporation (the “Company”) and InsPro Technologies, LLC, a Delaware limited liability company (“InsPro” and collectively with the Company, the “Borrowers”) and The Co-Investment Fund II, L.P., a Delaware limited partnership (the “Secured Party”). Capitalized terms not defined herein shall have the meaning set forth in the Purchase Agreements (as defined below).
INSPRO TECHNOLOGIES CORPORATION SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENTSecured Convertible Promissory Note Purchase Agreement • March 30th, 2015 • InsPro Technologies Corp • Services-prepackaged software • Pennsylvania
This Secured Convertible Promissory Note Purchase Agreement (the “Agreement”) is made as of March 27, 2015 (the “Effective Date”) by and among InsPro Technologies Corporation, a Delaware corporation (the “Company”), InsPro Technologies, LLC, a Delaware limited liability company (“InsPro” and collectively with the Company, the “Loan Parties”), and The Co-Investment Fund II, L.P., a Delaware limited partnership (the “Purchaser”).
FORM OF WARRANT INSPRO TECHNOLOGIES CORPORATION WARRANTWarrant Agreement • February 1st, 2013 • InsPro Technologies Corp • Services-prepackaged software
InsPro Technologies Corporation, a Delaware corporation (the “Company”), hereby certifies that, for value received, _____________ or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of _________ shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $0.15 per share (as adjusted from time to time as provided herein, the “Exercise Price”), at any time and from time to time on or after the date hereof and to and including the earlier to occur of (a) the Call Event Expiration Date (as defined below) and (b) __________, 2018 (the earlier to occur of (a) and (b), the “Expiration Date”), and subject to the terms and conditions set forth herein. This warrant and any warrants issued in exchange, transfer or replacement hereof, are referred to herein as the “Warrant.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2007 • Health Benefits Direct Corp • Insurance agents, brokers & service • Delaware
This Agreement is made pursuant to the Agreement and Plan of Merger, dated as of September 21, 2007, by and among the Company, HBDC Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, System Consulting Associates, Inc., a Pennsylvania corporation, (“SCA”), and the Stockholders (the “Merger Agreement”).
AGREEMENT OF JOINT FILINGJoint Filing Agreement • November 5th, 2009 • Health Benefits Direct Corp • Insurance agents, brokers & service
This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on the 9th day of April, 2008.
Exhibit 10.3 1120 AVENUE OF THE AMERICAS, LLC 100 Washington Street Newark, New Jersey 07102 as of April 18, 2006 World Travel Partners I, LLC 1055 Lenox Park Blvd., Suite 420 Atlanta, Georgia 30319 Health Benefits Direct Corporation 2900 Gateway...Sublease • May 19th, 2006 • Health Benefits Direct Corp • Insurance agents, brokers & service • New York
Exhibit 10.11 Marketer/Agent Compensation Agreement Jefferson National Life Insurance Products This agreement is entered is entered into this 10th day of May, 2005 by and between Health Benefits Direct, LLC and Insurance Specialists Group. For all...Marketer/Agent Compensation Agreement • November 30th, 2005 • Darwin Resources Corp. • Metal mining
This agreement is entered is entered into this 10th day of May, 2005 by and between Health Benefits Direct, LLC and Insurance Specialists Group.
