REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2010 • Health Benefits Direct Corp • Services-prepackaged software • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 30, 2010, by and among Health Benefits Direct Corporation, a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Investor” and collectively, the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 1st, 2010 • Health Benefits Direct Corp • Services-prepackaged software • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of September 30, 2010, 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”).
FORM OF WARRANTWarrant Agreement • October 1st, 2010 • Health Benefits Direct 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
September 30, 2010 Independence Blue Cross Philadelphia, PA 19103 Re: Health Benefits Direct Board Representative and Related Matters Dear Sirs:Letter Agreement • October 1st, 2010 • Health Benefits Direct Corp • Services-prepackaged software
This Letter Agreement is being executed and delivered in connection with the Initial Closing under the Securities Purchase Agreement, dated as of the date hereof, by and among the Health Benefits Direct Corporation (the “Company”), Independence Blue Cross (“IBC”) and the other investors signatory thereto (the “Purchase Agreement”), and to induce IBC to purchase the Units thereunder. Capitalized terms used in this Letter Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
