Exhibit 2.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • November 30th, 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
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 10.3 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 10.6 HEALTH BENEFITS DIRECT CORPORATION REGISTRATION RIGHTS AGREEMENT NOVEMBER ___, 2005 TABLE OF CONTENTSRegistration Rights Agreement • November 30th, 2005 • Darwin Resources Corp. • Metal mining • Delaware
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
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.
Exhibit 10.12 CONSUMER'S CHOICE/USA MANAGING GENERAL AGENT (37.5%) CONTRACT This Agreement is effective as of DATE by and among America's Health Care Plan/Rx America Agency, Inc.. (herein referred to as "AGENCY"), America's Health Care Benefit Plan,...Managing General Agent Contract • November 30th, 2005 • Darwin Resources Corp. • Metal mining
Exhibit 10.8 MANAGING GENERAL AGENTS AGREEMENT HEALTH PLAN ADMINISTRATORS, INC. 1. PARTIES. The parties to this MANAGING GENERAL AGENT AGREEMENT are: Health Plan Administrators, Inc. hereinafter called (HPA), with its principal place of business at...Managing General Agent Agreement • November 30th, 2005 • Darwin Resources Corp. • Metal mining • Florida
Exhibit 10.9 Marketer/Agent Bonus Compensation Agreement Continental General 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 Bonus 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.
