EXECUTION
VERSION

    


    SECURITIES
PURCHASE AGREEMENT

     

    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”).

     

    WHEREAS,
the Company is offering, pursuant to one or more similar Agreements, (the “Other Securities Purchase
Agreements”), on a “best efforts” basis in a private placement to
“accredited investors” (as such term in defined in Regulation D promulgated
under the Securities Act of 1933, as amended (the “Securities Act”)) of units
(the “Units”) of up to
2,250,000 shares of the Company’s Series B Preferred Stock, $0.001 par value per
share (the “Preferred
Stock”) and five-year warrants (all such warrants being the “Warrants”) to purchase shares
of Common Stock, in the form attached hereto at Exhibit A, for a
period up to and including December 31, 2010;

     

    WHEREAS,
each Unit will be offered at a purchase price of $3.00 per Unit (the “Per Unit Purchase Price”) and
will consist of (i) one share of Preferred Stock and (ii) a Warrant to purchase
ten (10) shares of common stock, $0.001 par value per share (the “Common Stock”)). The Preferred
Stock shall have the other rights set forth in the Certificate of Designation
attached hereto as Exhibit B (the “Certificate of
Designation”);

     

    WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to
Section 4(2) of the Securities Act and Rule 506 promulgated thereunder, the
Company desires to issue and sell to each Investor, and each Investor, severally
and not jointly, desires to purchase from the Company certain securities of the
Company, as more fully described in this Agreement.

     

    NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
and for other good and valuable consideration the receipt and adequacy of which
are hereby acknowledged, the Company and the Investors agree as
follows:

     

    ARTICLE
I.

    DEFINITIONS

     

    1.1         Definitions.  In
addition to the terms defined elsewhere in this Agreement, for all purposes of
this Agreement, the following terms shall have the meanings indicated in this
Section 1.1:

     

    “Action” means any action,
suit, inquiry, notice of violation, proceeding (including any partial proceeding
such as a deposition) or investigation pending or threatened in writing against
or affecting the Company, any Subsidiary or any of their respective properties,
or the Common Stock, or any officers, directors or key employees of the Company
or any of its Subsidiaries, before or by any court, arbitrator, governmental or
administrative agency, regulatory authority (federal, state, county, local or
foreign), stock market, stock exchange or trading facility.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    “Affiliate” means any Person
that, directly or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with a Person, as such terms are used
in and construed under Rule 144.

     

    “Bloomberg” means Bloomberg
Financial Markets.

     

    “Board of Directors” or “Board” means the Board of
Directors of the Company.

     

    “Business Day” means any day
except Saturday, Sunday and any day which is a federal legal holiday or a day on
which banking institutions in the State of New York are authorized or required
by law or other governmental action to close.

     

    “Closing” means each of the
Initial Closing and the Subsequent Closing.

     

    “Closing Date” means each of
the Initial Closing Date and the Subsequent Closing Date.

     

    “Commission” means the
Securities and Exchange Commission.

     

    “Common Stock Equivalents”
means any securities of the Company or any Subsidiary which entitle the holder
thereof to acquire Common Stock at any time, including without limitation, any
debt, preferred stock, rights, options, warrants or other instrument that is at
any time convertible into or exchangeable for, or otherwise entitles the holder
thereof to receive, Common Stock or other securities that entitle the holder to
receive, directly or indirectly, Common Stock.

     

    “Company Counsel” means Morgan,
Lewis & Bockius LLP.

     

    “Company Deliverables” has the
meaning set forth in Section 2.2(a).

     

    “Company Shares” means the
shares of Preferred Stock issued to the Investors by the Company pursuant to
this Agreement, including any securities into which such shares of Preferred
Stock may hereafter be reclassified or changed.

     

    “Company’s IP” has the meaning set
forth in Section 3.1(r).

     

    “Confidential Information”
means trade secrets, confidential information and know-how (including but not
limited to ideas, formulae, compositions, processes, procedures and techniques,
research and development information, computer program code, performance
specifications, support documentation, drawings, specifications, designs,
business and marketing plans, and customer and supplier lists and related
information).

     

    “Conversion Shares” means the
shares of Common Stock issuable upon conversion of the Preferred
Stock.

     

    “Delaware Courts” means the
state and federal courts sitting in the City of Wilmington, State of
Delaware.


    
      
         


      

      
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    “Designated Investor” has the
meaning set forth in Section 4.15.

     

    “Disclosure Letter” means any
of the disclosures hereto containing information relating to the Company
pursuant to Article III and other provisions hereof that has been provided to
the Investors on the date hereof.

     

    “Disclosure Materials” has the
meaning set forth in Section 3.1(h).

     

    “Effective Date” means the date
that the Registration Statement filed pursuant to Section 2(a), 2(b) or 2(c) of
the Registration Rights Agreement (as applicable) is first declared effective by
the Commission.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended

     

    “Fundamental Transaction” means
(1) any merger or consolidation of the Company with or into another Person
(whether or not the Company is the surviving corporation), (2) any sale,
assignment, transfer, or other disposition of all or substantially all of the
Company’s assets in one or a series of related transactions, (3) the completion
of any purchase, tender offer or exchange offer (whether by the Company or
another Person) pursuant to which holders of Common Stock are permitted to
tender or exchange their shares for other securities, cash or property that is
accepted by more than 50% of the outstanding shares of Common Stock, or (3) any
stock purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme or
arrangement ) with another Person whereby such other Person acquires more than
50% of the outstanding shares of Common Stock (4) any reorganization,
recapitalization, or reclassification of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively converted into
or exchanged for other securities, cash or property.

     

    “GAAP” means U.S. generally
accepted accounting principles.

     

    “Infringe” has the meaning set
forth in Section 3.1(r).

     

    “Initial Closing” means the
closing of the purchase and sale of the Units pursuant to
Section 2.1(a).

     

    “Initial Closing Date” means,
with respect to the Initial Closing, the Business Day immediately following the
date on which all of the conditions set forth in Sections 5.1 and 5.2 hereof are
satisfied or waived, or such other date as the parties may agree, provided that
such conditions continue to be so satisfied or waived on such Business
Day.


    
      
         


      

      
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    “Intellectual Property” shall
mean any or all of the following and all rights in, arising out of, or
associated therewith:  (a) all United States, international and
foreign registered patents and applications therefor and all underlying patent
rights, reissues, divisions, renewals, extensions, provisionals, continuations
and continuations-in-part thereof; (b) all inventions (whether patentable or
not), ideas, processes, invention disclosures, improvements, trade secrets,
proprietary information, know-how, technology, improvements, discoveries,
technical data, customer lists, proprietary processes and formulae, all source
and object code, algorithms, architectures, structures, display screens,
layouts, development tools and all documentation and media constituting,
describing or relating to the above, including, without limitation, manuals,
memoranda and records; (c) all copyrights, copyrights registrations and
applications therefor, copyrightable material including derivative works,
revisions, transformations and adaptations, material that is subject to
non-copyright disclosure protections, and all other works of authorship and
designs (whether or not copyrightable), and all other rights corresponding
thereto throughout the world; (d) all trade names, logos, trade dress, common
law trademarks and service marks, trademark and service mark registrations and
applications therefor throughout the world; (e) domain names; (f) web sites and
related content; (g) intellectual property rights acquired by license or
agreement; (h) damages or benefits derived from any action arising out of or
related to the foregoing, including laws controlling computer and Internet
rights; (i) all manuals, documentation and materials relating to the above; and
(j) any equivalent rights to any of the foregoing anywhere in the
world.

     

    “Investment Amount” means, with
respect to each Investor, the Investment Amount indicated on such Investor’s
signature page to this Agreement.

     

    “Investor Deliverables” has the
meaning set forth in Section 2.2(b).

     

    “Investor Party” has the
meaning set forth in Section 4.7.

     

    “License Agreements” has the meaning set
forth in Section 3.1(r).

     

    “Lien” means any lien, charge,
encumbrance, security interest, preemptive or similar rights, right of first
refusal or other restrictions of any kind, other than restrictions on the
transfer of securities arising under federal or state securities laws and
regulations.

     

    “Material Adverse Effect” means
any of (i) a material adverse effect on the legality, validity or enforceability
of any Transaction Document, (ii) a material adverse effect on operations
(including the results thereof), assets, liabilities, business or condition
(financial or otherwise) of the Company and the Subsidiaries, taken as a whole,
or (iii) a material adverse impairment to the Company’s ability to perform on a
timely basis its obligations under any Transaction Document.

     

    “Person” means an individual or
corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an
agency or subdivision thereof) or other entity of any kind.

     

    “Principal Market” means the
National Association of Securities Dealers, Inc. OTC Bulletin
Board.

     

    “Proceeding” means an action,
claim, suit, investigation or proceeding (including, without limitation, an
investigation or partial proceeding, such as a deposition), whether commenced or
threatened.

     

    “Registrable Securities” has
the meaning set forth in the Registration Rights Agreement.


    
      
         


      

      
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    “Registration Statement” means
a registration statement meeting the requirements set forth in the Registration
Rights Agreement and covering the resale by the Investors of the Registrable
Securities (as defined therein) to the extent provided for therein.

     

    “Registration Rights Agreement”
means the Registration Rights Agreement, dated as of the date of this Agreement,
among the Company and the Investors, in the form of Exhibit C
hereto.

     

    “Rule 144” means Rule 144
promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.

     

    “SEC Reports” has the meaning
set forth in Section 3.1(h).

     

    “Securities” means,
collectively, the Company Shares, the Conversion Shares, the Warrants, and the
Units.

     

    “Short Sales” include, without
limitation, all “short sales” as defined in Rule 200 of Regulation SHO and
include all types of direct and indirect stock pledges, forward sale contracts,
options, puts, calls, short sales, swaps and similar arrangements (including on
a total return basis), and sales and other transactions through non-US broker
dealers or foreign regulated brokers having the effect of hedging the securities
or investment made under this Agreement.

     

    “Subsequent Closing” means the
closing of the purchase and sale of the Units pursuant to
Section 2.1(b).

     

    “Subsequent Closing Date”
means, with respect to the Subsequent Closing, the Business Day immediately
following the date on which all of the conditions set forth in Sections 5.1 and
5.2 hereof are satisfied or waived, or such other date as the parties may agree,
provided that such conditions continue to be so satisfied or waived on such
Business Day.

     

    "Subsequent Closing Deadline"
means November 30, 2010.

     

    “Subsidiary” means any
“significant subsidiary” as defined in Rule 1-02(w) of the Regulation S-X
promulgated by the Commission under the Exchange Act, including without
limitation those entities listed in Exhibit 21 to the Form 10-K.

     

    “Trading Day” means any day on
which the Common Stock is traded on the Principal Market, or, if the Principal
Market is not the principal trading market for the Common Stock, then on the
principal securities exchange or securities market on which the Common Stock is
then traded; provided that “Trading Day” shall not include any day on which the
Common Stock is scheduled to trade on such exchange or market for less than 4.5
hours or any day that the Common Stock is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market
does not designate in advance the closing time of trading on such exchange or
market, then during the hour ending at 4:00:00 p.m., New York City
time).


    
      
         


      

      
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    “Trading Market” means
whichever of the New York Stock Exchange, the American Stock Exchange, the
Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market
or the Principal Market on which the Common Stock is listed or quoted for
trading on the date in question.

     

    “Transaction Documents” means
this Agreement, the Registration Rights Agreement, the Warrants, and any other
documents or agreements executed in connection with the transactions
contemplated hereunder.

     

    “VWAP” means, for any security
as of any date, the dollar volume-weighted average price for such security on
the Principal Market (or, if the Principal Market is not the principal trading
market for the Common Stock, then on the principal securities exchange or
securities market on which the Common Stock is then traded) during the period
beginning at 9:30:01 am., New York City Time, and ending at 4:00:00 p.m., New
York City Time, as reported by Bloomberg through its “Volume at Price” function
or, if the foregoing does not apply, the dollar volume-weighted average price of
such security in the over-the-counter market on the electronic bulletin board
for such security during the period beginning at 9:30:01 a.m., New York City
Time, and ending at 4:00:00 p.m., New York City Time, as reported by Bloomberg,
or, if no dollar volume-weighted average price is reported for such security by
Bloomberg for such hours, the average of the highest closing bid price and the
lowest closing ask price of any of the market makers for such security as
reported in the “pink sheets” by Pink Sheets LLC (formerly the National
Quotation Bureau, Inc.). If VWAP cannot be calculated for such security on such
date on any of the foregoing bases, the VWAP of such security on such date shall
be the fair market value as mutually determined by the Company and the Investor.
If the Company and the Investor are unable to agree upon the fair market value
of such security, then they shall agree in good faith on a reputable investment
bank to make such determination of fair market value, whose determination shall
be final and binding and whose fees and expenses shall be borne by the Company.
All such determinations shall be appropriately adjusted for any share dividend,
share split or other similar transaction during such period.

     

    “Warrant” has the meaning set
forth in the Preamble to this Agreement.

     

    “Warrant Shares” mean the
shares of Common Stock issuable upon the exercise of the Warrants being sold
under this Agreement.

     

    ARTICLE
II.

    PURCHASE
AND SALE

     

    2.1         Closings.

     

    (a)           Initial
Closing.  Subject to the terms and conditions set forth in this
Agreement, at the Initial Closing, the Company shall issue and sell to the
Investors, and the Investors shall, severally and not jointly, purchase from the
Company an aggregate of 1,800,001 Units, representing the initial portion of the
Investors’ Investment Amount (the initial portion of each Investor’s Investment
Amount to be purchased at the Initial Closing is set forth on such Investor’s
signature page hereto).  The Initial Closing shall take place at the
offices of Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia, PA
19103 on the Initial Closing Date, or at such other location or time as the
parties may agree.


    
      
         


      

      
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    (b)           Subsequent
Closing.  Subject to the approval of the Company’s shareholders
of an amendment to the Certificate of Incorporation of the Company to increase
the authorized common stock of the Company, the Company shall issue and sell to
the Investors, and the Investors shall, severally and not jointly, purchase from
the Company an aggregate of 200,000 Units, representing the remaining portion of
the Investors’ Investment Amount  (the remaining portion of each
Investor’s Investment Amount, if any, to be purchased at the Subsequent Closing
is set forth on such Investor’s signature page hereto) (a “Subsequent
Sale”).  The Subsequent Closing shall take place at the offices
of Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia, PA 19103
on the Subsequent Closing Date, or at such other location or time as the parties
may agree.  In the event that the Subsequent Sale has not occurred by
the Subsequent Closing Deadline, all rights and obligations of the Company and
the Investors with respect to the Subsequent Sale shall terminate and be of no
further force or effect.

     

    2.2         Closing
Deliveries.

     

    (a)           At
each Closing, the Company shall deliver or cause to be delivered to each
Investor the following (the “Company
Deliverables”):

     

    (i)           a
stock certificate representing a number of Company Shares equal to the portion
of such Investor’s Investment Amount invested at such Closing divided by the Per
Unit Purchase Price, registered in the name of such Investor;

     

    (ii)          a
certificate evidencing the formation and good standing of the Company issued by
the Secretary of State of Delaware as of a date within fifteen (15) days of the
Closing Date;

     

    (iii)         a
certified copy of the Certificate of Incorporation as certified by the Secretary
of State of the State of Delaware within fifteen (15) days of the Closing
Date;

     

    (iv)         evidence
of the filing of the Certificate of Designation with the Secretary of State of
the State of Delaware;

     

    (v)          a
certificate, executed by the Assistant Secretary of the Company and dated as of
the Closing Date, as to (i) the resolutions consistent with Section 3.1(c) as
adopted by the Company’s board of directors in a form reasonably acceptable to
such Investor, (ii) the Certificate of Incorporation and (iii) the Bylaws, each
as in effect at the Closing;

     

    (vi)         a
Warrant, registered in the name of such Investor pursuant to which such Investor
shall have the right to acquire the number of shares of Common Stock equal to
the number of Company Shares issuable to such Investor pursuant to Section
2.2(a)(i) multiplied by ten (10);

     

    (vii)        the
legal opinion of Company Counsel, in substantially the form previously provided
to the Investors, addressed to the Investors;


    
      
         


      

      
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    (viii)        
the Registration Rights Agreement and any other Transaction Documents which the
Company is required to execute hereunder, duly executed by the Company;
and

     

    (ix)          
such other documents relating to the transactions contemplated by this Agreement
as such Investor or its counsel may reasonably request.

     

    (b)    
      At each Closing, each Investor shall deliver
or cause to be delivered to the Company the following (the “Investor
Deliverables”):

     

     
(i)           the portion
of its Investment Amount invested at such Closing, in United States dollars and
in immediately available funds, by wire transfer to an account designated in
writing by the Company for such purpose attached hereto at Exhibit D;
and

     

     
(ii)          the Registration
Rights Agreement, duly executed by such Investor.

     

    ARTICLE
III.

    REPRESENTATIONS
AND

    WARRANTIES

     

    3.1         Representations and
Warranties of the Company.  The Company hereby makes the
following representations and warranties to each Investor:

     

    (a)           Subsidiaries.  The
Company has no direct or indirect Subsidiaries other than as specified in the
SEC Reports.  The Company owns, directly or indirectly, all of the
capital stock of each Subsidiary free and clear of any and all Liens except
those Liens disclosed in the SEC Reports, and all the issued and outstanding
shares of capital stock of each Subsidiary are validly issued and are fully
paid, non-assessable and free of preemptive and similar rights.  The
Company or one of its Subsidiaries has the unrestricted right to vote, and
(subject to limitations imposed by applicable law) to receive dividends and
distributions on, all capital securities of its Subsidiaries as owned by the
Company or such Subsidiary.

     

    (b)           Organization and
Qualification.  The Company and each Subsidiary are duly
incorporated or otherwise organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation or organization (as
applicable), with the requisite power and authority to own and use its
properties and assets and to carry on its business as currently conducted and as
presently proposed to be conducted, except in each case as would not,
individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect.  Neither the Company nor any Subsidiary is in
violation of any of the provisions of its respective certificate or articles of
incorporation, bylaws or other organizational or charter
documents.  The Company and each Subsidiary are duly qualified to
conduct its respective businesses and are in good standing as a foreign
corporation or other entity in each jurisdiction in which the nature of the
business conducted or property owned by it makes such qualification necessary,
except where the failure to be so qualified or in good standing, as the case may
be, would not, individually or in the aggregate, have or reasonably be expected
to result in a Material Adverse Effect.


    
      
         


      

      
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    (c)           Authorization;
Enforcement.  The Company has the requisite corporate power and
authority to enter into and to consummate the transactions contemplated by each
of the Transaction Documents and otherwise to carry out its obligations
thereunder.  The execution and delivery of each of the Transaction
Documents by the Company and the consummation by it of the transactions
contemplated hereby, including, without limitation, the issuance of the
Securities and the reservation for issuance and issuance of the Warrant Shares
issuable upon exercise of the Warrants, have been duly authorized by all
necessary corporate action on the part of the Company and no consent or further
corporate action is required by the Company, its Board of Directors or its
stockholders in connection therewith.  Each Transaction Document has
been (or upon delivery will have been) duly executed by the Company and, when
delivered in accordance with the terms hereof, will constitute the valid and
binding obligation of the Company enforceable against the Company in accordance
with its terms, except as rights to indemnity and contribution may be limited by
state or federal securities laws or the public policy underlying such laws, and
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting generally the enforcement of, creditors’ rights and remedies or by
other equitable principles of general application.

     

    (d)           No
Conflicts.  The execution, delivery and performance of the
Transaction Documents by the Company and the consummation by the Company of the
transactions contemplated thereby do not and will not (i) conflict with or
violate any provision of the Company’s or any Subsidiary’s certificate or
articles of incorporation, bylaws or other organizational or charter documents,
or (ii) conflict with, or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any agreement, credit facility, debt or other
instrument (evidencing a Company or Subsidiary debt or otherwise) or other
understanding to which the Company or any Subsidiary is a party or by which any
property or asset of the Company or any Subsidiary is bound or affected, or
(iii) result in a violation of any law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or governmental authority
to which the Company or a Subsidiary is subject (including federal and state
securities laws and regulations and the rules and regulations of the Principal
Market), or by which any property or asset of the Company or a Subsidiary is
bound or affected; except in the case of each of clauses (ii) and (iii), such as
would not, individually or in the aggregate, have or reasonably be expected to
result in a Material Adverse Effect.

     

    (e)           Filings, Consents and
Approvals.  The Company is not required to obtain any consent,
waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other
governmental authority or other Person in connection with the execution,
delivery and performance by the Company of the Transaction Documents, other than
(i) the filing with the Commission of one or more Registration Statements in
accordance with the requirements of the Registration Rights Agreement, (ii)
filings required by state securities laws, (iii) the filing of a Notice of Sale
of Securities on Form D with the Commission under Regulation D of the Securities
Act, (iv) the filings required in accordance with Sections 4.4 (and any related
amendments to, or related prospectus supplements to, the Company’s outstanding
registration statements filed on either Form S-1 or Form SB-2) and 4.6, and (iv)
those that have been made or obtained prior to the date of this
Agreement.  The Company and its Subsidiaries are unaware of any facts
or circumstances which might prevent the Company from obtaining or effecting any
of the registration, application or filings pursuant to this Section
3.1(e).


    
      
         


      

      
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    (f)           Issuance of the
Securities.  The Company Shares, the Warrants, the Conversion
Shares and the Warrant Shares have been duly authorized and, when issued and
paid for in accordance with the Transaction Documents, will be duly and validly
issued, fully paid and nonassessable, free and clear of all Liens. The Company
has reserved from its duly authorized capital stock the Securities issuable
pursuant to this Agreement, including the Company Shares, the Conversion Shares
and the Warrant Shares.  When issued pursuant to the terms of the
Company Shares and the Warrants, the Conversion Shares and the Warrant Shares
will be validly issued, fully paid and non-assessable and free from all Liens,
with the holders being entitled to all rights accorded to a holder of Preferred
Stock or Common Stock, as the case may be. Upon exercise in accordance with the
Warrants, the Warrant Shares will be validly issued, fully paid and
nonassessable and free from all Liens.  Subject to the accuracy of the
representations and warranties of the Investors in this Agreement, the offer and
issuance by the Company of the Securities is exempt from registration under the
Securities Act.

     

    (g)           Capitalization.  As
of the date hereof, the authorized capital stock of the Company consists of
10,000,000 shares of preferred stock, $0.001 par value per share, of which
3,437,500 shares are designated as Series A Convertible Preferred Stock, and of
which as of the date hereof, 1,276,750 shares are issued and outstanding, and
200,000,000 shares of Common Stock, of which as of the date hereof, 41,354,645
shares are issued and outstanding, 25,535,000 shares are reserved for issuance
pursuant to the conversion of Series A convertible preferred stock into Common
Stock, 8,200,000 shares are reserved for issuance pursuant to the Company’s
stock option and purchase plans, 56,751,887 shares are reserved for issuance
pursuant to warrants exercisable for shares of Common Stock and 3,000,000 shares
are reserved for issuance pursuant to warrants exercisable for shares of 150,000
shares of Series A Convertible Preferred Stock (subject to increase to cover the
anti-dilution provisions associated therewith). All of such outstanding shares
are duly authorized and have been, or upon issuance will be, validly issued and
are fully paid and nonassessable. Except as specified in Section 3.1(g) of the
Disclosure Letter, no securities of the Company are entitled to
preemptive or similar rights, and no Person has any right of first refusal,
preemptive right, right of participation, or any similar right to participate in
the transactions contemplated by the Transaction Documents. Except as specified
in Section 3.1(g) of
the Disclosure Letter, there are no outstanding options, warrants, scrip
rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities, rights or obligations convertible into or
exchangeable for, or giving any Person any right to subscribe for or acquire,
any shares of capital stock, or contracts, commitments, understandings or
arrangements by which the Company or any Subsidiary is or may become bound to
issue additional shares of capital stock, or securities or rights convertible or
exchangeable into shares of capital stock. Except as specified in Section 3.1(g) of the
Disclosure Letter, the issue and sale of the Securities will not,
immediately or with the passage of time, obligate the Company to issue shares of
capital stock or other securities to any Person (other than the Investors) and
will not result in a right of any holder of Company securities to adjust the
exercise, conversion, exchange or reset price under such securities (including,
without limitation, under any anti-dilution or similar
provisions).


    
      
         


      

      
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    (h)           SEC Reports; Financial
Statements.  The Company has filed all reports, schedules,
forms, statements and other documents required to be filed by it under the
Securities Act and the Exchange Act, including pursuant to Section 13(a) or
15(d) thereof, for the twelve months preceding the date hereof (or such shorter
period as the Company was required by law to file such reports) (the foregoing
materials and all exhibits included therein and financial statements, notes and
schedules thereto and documents incorporated by reference therein being
collectively referred to herein as the “SEC Reports” and, together
with the Disclosure Letter, the “Disclosure Materials”) on a
timely basis or has timely filed a valid extension of such time of filing and
has filed any such SEC Reports prior to the expiration of any such
extension.  The Company has made available to the Investors or their
respective representatives true, correct and complete copies of each of the SEC
Reports not available on the EDGAR system (if any).  As of their
respective dates, the SEC Reports complied in all material respects with the
requirements of the Securities Act and the Exchange Act and the rules and
regulations of the Commission promulgated thereunder, and none of the SEC
Reports, when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.  The financial statements of the
Company included in the SEC Reports comply in all material respects with
applicable accounting requirements and the rules and regulations of the
Commission with respect thereto as in effect at the time of filing (or
amendment, as applicable).  Such financial statements have been
prepared in accordance with GAAP, applied on a consistent basis, during the
periods involved, except as may be otherwise specified in such financial
statements or the notes thereto, and fairly present in all material respects the
financial position of the Company and its consolidated Subsidiaries as of and
for the dates thereof and the results of operations and cash flows for the
periods then ended, subject, in the case of unaudited statements, to normal,
immaterial, year-end audit adjustments or which will not be material, either
individually or in the aggregate.

     

    (i)           Tax Status. The
Company and each of its Subsidiaries (i) has timely made or filed all foreign,
federal and state income and all other tax returns, reports and declarations
required by any jurisdiction to which it is subject, (ii) has timely paid all
taxes and other governmental assessments and charges that are material in
amount, shown or determined to be due on such returns, reports and declarations,
except those being contested in good faith and (iii) has set aside on its books
provision reasonably adequate for the payment of all taxes for periods
subsequent to the periods to which such returns, reports or declarations apply,
except in each case as would not reasonably be expected to have a Material
Adverse Effect. There are no unpaid taxes in any material amount claimed to be
due by the taxing authority of any jurisdiction, and the officers of the Company
know of no basis for any such claim.


    
      
         


      

      
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    (j)           Material Changes;
Undisclosed Events, Liabilities or Developments. Since the date of the
latest audited financial statements included in the Company’s Annual Report on
Form 10-K for the Year ended December 31, 2009 (“2009 10-K”) and unaudited
financial statements included in the Company’s most recent Quarterly Report on
Form 10-Q (“2010 10-Q”),
except as specifically disclosed in a subsequent SEC Report filed prior to the
date hereof or in Section 3.1(j) of the
Disclosure Letter, (i) there has been no event, occurrence or development
that has had or that would reasonably be expected to result in a Material
Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or
otherwise) other than (A) trade payables, accrued expenses and other liabilities
incurred in the ordinary course of business consistent with past practice and
(B) liabilities not required to be reflected in the Company’s financial
statements pursuant to GAAP or required to be disclosed in filings made with the
Commission, (iii) the Company has not altered its method of accounting or the
identity of its auditors, (iv) the Company has not declared or made any dividend
or distribution of cash or other property to its stockholders or purchased,
redeemed or made any agreements to purchase or redeem any shares of its capital
stock, (v) the Company has not sold any assets outside of the ordinary course of
business, (vi) the Company has not made any material capital expenditures and
(vi) the Company has not issued any equity securities to any officer, director
or Affiliate, except pursuant to existing Company stock option plans. The
Company does not have pending before the Commission any request for confidential
treatment of information.  Neither the Company nor any of its
Subsidiaries has taken any steps to seek protection pursuant to any bankruptcy
law nor does the Company have any knowledge or reason to believe that its
creditors intend to initiate involuntary bankruptcy proceedings or any actual
knowledge of any fact which would reasonably lead a creditor to do
so.  No event, liability, fact, circumstance, occurrence or
development has occurred or exists, or is reasonably expected to occur or exist,
with respect to the Company or its Subsidiaries or their respective business,
properties, operations, assets or condition (financial or otherwise) which has
had or could reasonably be expected to result in a Material Adverse Effect that
has not been publicly disclosed at least one Trading Day prior to the date that
this representation is made.

     

    (k)           Litigation.  There
is no Action which (i) adversely affects or challenges the legality, validity or
enforceability of any of the Transaction Documents against the Company or the
Securities or (ii) except as specifically disclosed in the 2009 10-K and 2010
10-Q, would, if there were an unfavorable decision, individually or in the
aggregate, have or reasonably be expected to result in a Material Adverse
Effect. Neither the Company nor any Subsidiary, nor any director or officer
thereof (in his or her capacity as such), is or has been the subject of any
Action involving a claim of violation of or liability under federal or state
securities laws or a claim of breach of fiduciary duty, except as specifically
disclosed in the 2009 10-K and 2010 10-Q. There has not been, and to the
knowledge of the Company, there is not pending any investigation by the
Commission involving the Company or any current or former director or officer of
the Company (in his or her capacity as such).  The Commission has not
issued any stop order or other order suspending the effectiveness of any
registration statement filed by the Company or any Subsidiary under the Exchange
Act or the Securities Act.  Except as specified in Section 3.1(k) of the
Disclosure Letter, (i) neither the Company nor any Subsidiary is or,
within the last three years, has been the subject of an investigation by any
federal, state or local governmental agency and (ii) there are no claims,
actions, suits or proceedings pending or threatened against or involving the
Company or its Subsidiaries, or any assets of the Company or its Subsidiaries,
that are reasonably likely to result in a claim for damages in excess of
$150,000.


    
      
         


      

      
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    (l)           Labor
Relations.  No material labor dispute exists or, to the
knowledge of the Company, is imminent with respect to any of the employees of
the Company.  Neither the Company nor any of its Subsidiaries is a
party to any collective bargaining agreement or employs any member of a union.
The Company and its Subsidiaries believe that their relations with their
employees are good.  No executive officer (as defined in Rule 501(f)
of the Securities Act) of the Company or any of its Subsidiaries has notified
the Company or any such Subsidiary that such officer intends to leave the
Company or any such Subsidiary or otherwise terminate such officer’s employment
with the Company or any such Subsidiary. No executive officer of the Company or
any of its Subsidiaries is, or is now expected to be, in violation of any
material term of any employment contract, confidentiality, disclosure or
proprietary information agreement, non-competition agreement, or any other
contract or agreement or any restrictive covenant, and the continued employment
of each such executive officer does not subject the Company or any of its
Subsidiaries to any liability with respect to any of the foregoing
matters.  The Company and its Subsidiaries are and have been in
compliance with all U.S. federal, state and local laws and regulations relating
to employment and employment practices, terms and conditions of employment and
wages and hours, except where the failure to be in compliance could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

     

    (m)           Employee
Benefits.  Section 3.1(m) of the
Disclosure Letter sets forth a complete
list of all employee benefit plans,
pension plans, stock option, bonus or incentive plans, severance pay plans or
agreements, deferred compensation agreements, or any similar plan, agreement or
arrangement that are sponsored or maintained by the Company or any member of a
Controlled Group or with respect to which the Company or any member of the
Controlled Group has made or is required to make payments, transfers or
contributions (an “Employee
Benefit Plan”).  No other corporation, trade, or business
exists which would be treated together with the Company as a single “employer”
under the provisions of Section 414(b), (c), (m) or (o) of the Internal
Revenue Code of 1986, as amended (the “Code”).  Each
Employee Benefit Plan has been and is currently administered in compliance with
its constituent documents and all reporting, disclosure and other requirements
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the Code and any
other law applicable to such Employee Benefit Plan. There are no unfunded
obligations of the Company under any retirement, pension, profit-sharing,
deferred compensation plan or similar program, and any employee contributions
withheld from payroll have been timely and fully contributed to the appropriate
Employee Benefit Plan as required under ERISA, the Code and applicable
law.  The Company is not required to make any payments or
contributions to any Employee Benefit Plan pursuant to any collective bargaining
agreement or any applicable labor relations law.  The Company has
never maintained or contributed to any Employee Benefit Plan providing or
promising any health or other nonpension benefits to terminated employees (other
than continuation coverage, at the maximum applicable premium permitted to be
charged by the Company, required under Section 4980B of the Code, or
Section 601 of the ERISA).  For purposes of this Section 3.1(m),
the term “Controlled
Group” used herein means, collectively, any trade or business (whether or
not incorporated) (i) under common control within the meaning of
Section 4001(b)(1) of ERISA with the Company or (ii) that, together
with the Company, is treated as a single employer under Section 414(t) of
the Code.


    
      
         


      

      
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    (n)           Compliance.  Neither
the Company nor any Subsidiary (i) is in default under or in violation of (and
no event has occurred that has not been waived that, with notice or lapse of
time or both, would result in a default by the Company or any Subsidiary under),
nor has the Company or any Subsidiary received notice of a claim that it is in
default under or that it is in violation of, any indenture, loan or credit
agreement or any other agreement or instrument to which it is a party or by
which it or any of its properties is bound (except to the extent such default or
violation has been waived), (ii) is in violation of any judgment, decree or
order of any court, arbitrator or governmental body, or (iii) is or has been in
violation of any statute, ordinance, rule or regulation of any governmental
authority, including without limitation all foreign, federal, state and local
laws relating to taxes, pollution, environmental protection, occupational health
and safety, product quality and safety or employment and labor matters, except
in each case as would not, individually or in the aggregate, have or reasonably
be expected to result in a Material Adverse Effect.

     

    (o)           Environmental
Compliance.   The Company and its Subsidiaries (i) has at
all times had and now has all environmental approvals,  consents,
licenses, permits and orders required to conduct the businesses in which it has
been or is now engaged and (ii) has at all times been and is now in compliance
in all material  respects with all applicable environmental laws.
There are no claims, actions, suits or proceedings pending or threatened against
or involving the Company or its Subsidiaries, or any assets of the Company or
its Subsidiaries, under any of the environmental laws (whether by reason of any
failure to comply with any of the environmental laws or
otherwise).  No decree, judgment or order of any kind under any of the
environmental laws has been entered against the Company or its Subsidiaries.
There are no facts, conditions or situations, whether now or heretofore
existing, that could form the basis for any claim against, or result in any
liability of, the Company or its Subsidiaries under any of the environmental
laws.

     

    (p)           Regulatory Permits.
The Company and the Subsidiaries possess all certificates, authorizations,
licenses and permits issued by the appropriate federal, state, local or foreign
regulatory authorities necessary to conduct their respective businesses as
described in the SEC Reports, except where the failure to possess any such
certificates, authorizations, licenses or permits would not, individually or in
the aggregate, have or reasonably be expected to result in a Material Adverse
Effect, and neither the Company nor any Subsidiary has received any notice of
proceedings relating to the revocation or modification of any such certificate,
authorization, license or permit.

     

    (q)           Title to
Assets.  The Company and the Subsidiaries have good and
marketable title in fee simple to all real property owned by them that is
material to their respective businesses and good and marketable title in all
personal property owned or used by them that is material to their respective
businesses, in each case free and clear of all Liens, except for Liens disclosed
in the 2009 10-K or 2010 10-Q or as do not materially affect the value of such
property and do not materially interfere with the use made and proposed to be
made of such property by the Company or any of its Subsidiaries. Any real
property and facilities held under lease by the Company or any of its
Subsidiaries are held by them under valid, subsisting and, to the Company’s
knowledge, enforceable leases of which the Company and the Subsidiaries are in
compliance, except as would not, individually or in the aggregate, have or
reasonably be expected to result in a Material Adverse Effect.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (r)           Patents and
Trademarks.

     

    (i)           Section 3.1(r) of the
Disclosure Letter accurately sets forth all material Intellectual
Property that is owned and/or used in the business of the Company and its
Subsidiaries, viewed as a whole, as presently conducted (“Company’s IP”). No
Intellectual Property other than the Company’s IP is material to the business of
the Company or any of its Subsidiaries as presently conducted or as presently
proposed to be conducted. The Company or one of its Subsidiaries is the sole and
exclusive owner of all right, title and interest in and to Company’s IP (with no
breaks in the chain of title thereof) free and clear of, to its knowledge, any
claim, security interest, lien, pledge, option, charge or encumbrance of any
kind whatsoever except as disclosed in the 2009 10-K or 2010
10-Q.  Company’s IP has not been used or enforced or failed to be used
or enforced in a manner that would result in the abandonment, cancellation or
unenforceability of any of Company’s material rights in and to Company’s
IP.

     

    (ii)           The
Company has not transferred any rights or interest in, or granted any exclusive
license with respect to, any of the Company’s IP to any third
party.

     

    (iii)          All
of the Company’s IP is currently in compliance in all material respects with all
legal requirements (including timely filings, proofs and payments of fees) and
is, to the Company’s knowledge, valid and enforceable.  None of the
Company’s IP which is necessary for the conduct of Company’s and each of its
Subsidiaries’ respective businesses as currently conducted or as currently
proposed to be conducted has been or is now involved in any pending or
threatened cancellation, dispute or litigation of which the Company is
aware.  No patent of the Company or its Subsidiaries has been or is
now involved in any interference, reissue, re-examination or opposition
proceeding.

     

    (iv)         All
of the licenses and sublicenses and consent, royalty or other agreements
concerning Company’s IP which are necessary for the conduct of the Company’s and
each of its Subsidiaries’ respective businesses as currently conducted or as
currently proposed to be conducted to which the Company or any Subsidiary is a
party or by which any of their assets are bound (other than  generally
commercially available, non-custom, off-the-shelf software application programs
having a retail acquisition price of less than $25,000 per license)
(collectively, “License
Agreements”) are valid and binding obligations of the Company or its
Subsidiaries that are parties thereto and, to the Company’s knowledge, the other
parties thereto, enforceable in accordance with their terms, except to the
extent that enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws
affecting the enforcement of creditors’ rights generally, and there exists no
event or condition which, to the Company’s knowledge, will result in a material
violation or breach of or constitute (with or without due notice or lapse of
time or both) a default by the Company or any of its Subsidiaries under any such
License Agreement.

     

    (v)       
   The Company and its Subsidiaries own or have the valid right
to use all of the Intellectual Property that is necessary for the operation of
the Company’s and each of its Subsidiaries’ respective businesses as currently
conducted or as currently proposed to be conducted.  The Company and
its Subsidiaries have a valid and enforceable right to use all third party
Intellectual Property and Confidential Information used or held for use as the
Company’s IP.


    
      
         


      

      
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    (vi)         To
the best knowledge of the Company, the conduct of the Company’s and its
Subsidiaries’ businesses as currently conducted does not infringe or otherwise
impair or conflict with (collectively, “Infringe”) any Intellectual
Property rights of any third party or any confidentiality obligation owed to a
third party, and, to the Company’s knowledge, the Company’s IP which are
necessary for the conduct of Company’s and each of its Subsidiaries’ respective
businesses as currently conducted or as currently proposed to be conducted are
not being Infringed by any third party.  There is no litigation or
order pending or outstanding or, to the Company’s knowledge, threatened or
imminent, that seeks to limit or challenge or that concerns the ownership, use,
validity or enforceability of any of the Company’s IP or, to the Company’s
knowledge, the Company’s and its Subsidiaries’ use of any Intellectual Property
or Confidential Information owned by a third party, and, to the Company’s
knowledge, there is no valid basis for the same.

     

    (vii)        The
consummation of the transactions contemplated hereby and by the other
Transaction Documents will not result in the alteration, loss, impairment of or
restriction on the Company’s or any of its Subsidiaries’ ownership or right to
use any of the Company’s IP which is necessary for the conduct of Company’s and
each of its Subsidiaries’ respective businesses as currently conducted or as
currently proposed to be conducted.

     

    (s)           Insurance.  The
Company and the Subsidiaries are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as are prudent
and customary in the businesses in which the Company and the Subsidiaries are
engaged.  The Company has no reason to believe that it will not be
able to renew its and the Subsidiaries’ existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar insurers as may
be necessary to continue its business on terms consistent in all material
respects with market for similar size companies as the Company and its
Subsidiaries for the lines of business of the Company and its Subsidiaries at a
cost that would not have a Material Adverse Effect.  Neither the
Company nor any such Subsidiary has been refused any insurance coverage sought
or applied for.

     

    (t)           Transactions With Affiliates
and Employees. None of the officers or directors of the Company and, to
the knowledge of the Company, none of the employees of the Company is presently
a party to any transaction with the Company or any Subsidiary (other than for
ordinary course services as employees, officers and directors), including any
contract, agreement or other arrangement providing for the furnishing of
services to or by, providing for rental of real or personal property to or from,
or otherwise requiring payments to or from any officer, director or such
employee or, to the knowledge of the Company, any entity in which any officer,
director, or any such employee has a substantial interest or is an officer,
director, trustee or partner, which in each case is required to be disclosed in
the SEC Reports and has not been so disclosed.


    
      
         


      

      
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    (u)           Sarbanes-Oxley; Internal Accounting
Controls.  The Company is in compliance with all provisions of
the Sarbanes-Oxley Act of 2002, as amended, which are applicable to it as of the
Closing Date.  The Company and each of the Subsidiaries maintain a
system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management’s
general or specific authorizations, (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain asset and liability
accountability, (iii) access to assets or incurrence of liabilities is permitted
only in accordance with management’s general or specific authorization, and (iv)
the recorded accountability for assets and liabilities is compared with the
existing assets and liabilities at reasonable intervals and appropriate action
is taken with respect to any differences.  The Company has established
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the Company and designed such disclosure controls and
procedures so that they are effective in ensuring that information required to
be disclosed by the Company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the rules and forms of the Commission, including, without
limitation, controls and procedures designed to ensure that material information
relating to the Company, including its Subsidiaries, is made known to the
certifying officers by others within those entities, particularly during the
period in which the Company’s Form 10-K or 10-Q, as the case may be, is being
prepared. The Company’s certifying officers have evaluated the effectiveness of
the Company’s controls and procedures as of the end of the period covered by the
Company’s most recently filed periodic report under the Exchange Act (such date,
the “Evaluation
Date”).  The Company presented in its most recently filed
periodic report under the Exchange Act the conclusions of the certifying
officers about the effectiveness of the disclosure controls and procedures based
on their evaluations as of the Evaluation Date. Since the Evaluation Date, there
have been no changes in the Company’s internal control over financial reporting
(as such term is defined in the Exchange Act) that has significantly affected,
or is reasonably likely to significantly affect, the Company’s internal control
over financial reporting. Since the Evaluation Date, neither the Company nor any
of its Subsidiaries has received any written notice or correspondence from any
accountant relating to any potential material weakness in any part of the system
of internal accounting controls of the Company or any of its Subsidiaries. Additionally, the
Company is not in violation of any of the rules, regulations or requirements of
the Principal Market and has no knowledge of any facts or circumstances that
could reasonably lead to delisting or suspension of the Common Stock in the
foreseeable future.

     

    (v)           Solvency.  Based
on the financial condition of the Company as of the date hereof and as of the
Closing Date (assuming that the Closing shall have occurred), (i) the Company’s
present fair saleable value of its assets exceeds the amount that will be
required to be paid on or in respect of the Company’s existing debts and other
liabilities (including known contingent liabilities) as they mature, (ii) the
Company’s assets do not constitute unreasonably small capital to carry on its
business for the current fiscal year as now conducted and as proposed to be
conducted including its capital needs taking into account the particular capital
requirements of the business conducted by the Company, and projected capital
requirements and capital availability thereof, and (iii) the current cash flow
of the Company, together with the proceeds the Company would receive, were it to
liquidate all of its assets, after taking into account all anticipated uses of
the cash, would be sufficient to pay all amounts on or in respect of its
liabilities when such amounts are required to be paid.  The foregoing
representation and warranty is also true and correct as to the Company and the
Subsidiaries on a consolidated basis.  Neither the Company nor any
Subsidiary intends to incur debts beyond its or their ability to pay such debts
as they mature (taking into account the timing and amounts of cash to be payable
on or in respect of its or their debt).  The Company has no knowledge
of any facts or circumstances which lead it to believe that it will file for
reorganization or liquidation under the bankruptcy or reorganization laws of any
jurisdiction within one year from the Closing Date.

     

    
      
         


      

      
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    (w)           Certain
Fees.  No brokerage or finder’s fees or commissions are or will
be payable by the Company to any broker, financial advisor or consultant,
finder, placement agent, investment banker, bank or other Person with respect to
the transactions contemplated by this Agreement.  The Investors shall
have no obligation with respect to any fees or with respect to any claims (other
than such fees or commissions owed by an Investor pursuant to written agreements
executed by such Investor which fees or commissions shall be the sole
responsibility of such Investor) made by or on behalf of other Persons for fees
of a type contemplated in this Section 3.1(w) that may be due in connection with
the transactions contemplated by this Agreement.

     

    (x)           Certain Registration
Matters. Assuming the accuracy of the Investors’ representations and
warranties set forth in Section 3.2(b)-(e), no registration under the Securities
Act is required for the offer and sale of the Units by the Company to the
Investors under the Transaction Documents.   Except as specified
in the Registration Rights Agreement and in Section 3.1(x) of the
Disclosure Letter, no Person has any rights (including “piggy-back”
registration rights) to cause the Company to effect the registration under the
Securities Act or any state securities laws of any securities of the Company
that have not been satisfied.

     

    (y)           Listing and Maintenance
Requirements.  The Common Stock is registered pursuant to
Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action
designed to, or which to its knowledge is likely to have the effect of,
terminating the registration of the Common Stock under the Exchange Act nor has
the Company received any notification that the Commission is contemplating
terminating such registration.  The Company has not, in the two years
preceding the date hereof, received notice from any Trading Market to the effect
that the Company is not in compliance with the listing or maintenance
requirements thereof. The Company is, and has no reason to believe that it will
not in the foreseeable future continue to be, in compliance with the listing and
maintenance requirements for continued listing of the Common Stock on the
Trading Market on which the Common Stock is currently listed or
quoted.  The issuance and sale of the Securities under the Transaction
Documents does not contravene the rules and regulations of the Trading Market on
which the Common Stock is currently listed or quoted, and no approval of the
stockholders of the Company thereunder is required for the Company to issue and
deliver to the Investors the Securities contemplated by Transaction
Documents.

     

    (z)           Investment
Company.  The Company is not, and is not an Affiliate of, and
immediately following the Closing will not have become, an “investment company,”
an Affiliate of an “investment company,” a company controlled by an “investment
company” or an “affiliated person” of, or “promoter” or “principal underwriter”
for, an “investment company” within the meaning of the Investment Company Act of
1940, as amended.


    
      
         


      

      
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    (aa)          Application of Takeover
Protections.  The Company and its Board of Directors have taken
all necessary action, if any, in order to render inapplicable any control share
acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Company’s
Certificate of Incorporation (or similar charter documents) or the laws of its
state of incorporation that is or would become applicable to any of the
Investors as a direct result of the transactions contemplated by this Agreement,
including without limitation, the Company’s issuance of the Securities to the
Investors.  The Company has not adopted a stockholder rights plan or
similar arrangement relating to accumulations of beneficial ownership of Common
Stock or a change in control of the Company.

     

    (bb)         No Additional
Agreements.  The Company does not directly or indirectly have
any agreement or understanding with any Investor with respect to the
transactions contemplated by the Transaction Documents other than as specified
in the Transaction Documents and the Disclosure Materials.

     

    (cc)          Disclosure.  The
Company confirms that neither it nor, to its knowledge,  any Person
acting on its behalf has provided any Investor or its respective agents or
counsel with any information that the Company believes constitutes material,
non-public information, except insofar as the existence and terms of the
proposed transactions hereunder and the information contained herein or in the
other Transaction Documents may constitute such information. The Company
understands and confirms that the Investors will rely on the foregoing
representations and warranties in effecting transactions in securities of the
Company. The Company acknowledges and agrees that no Investor makes or has made
any representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in Sections 3.2 and
4.14.

     

    (dd)         Off Balance Sheet
Arrangements. Except as set forth in Section 3.1(dd) of the
Disclosure Letter, there is no transaction, arrangement or other
relationship between the Company or any of its Subsidiaries and an
unconsolidated or other off balance sheet entity that is required to be
disclosed by the Company in its Exchange Act filings and is not so
disclosed.

     

    (ee)          U.S. Real Property Holding
Corporation. The Company is not, and has never been, a U.S. real property
holding corporation within the meaning of Section 897 of the Code and the
Company shall so certify upon the request of any Investor.

     

    (ff)           Foreign Corrupt
Practices.  Neither the Company nor any of its Subsidiaries nor
any director, officer, agent, employee or other Person acting on behalf of the
Company or any of its Subsidiaries has, in the course of its actions for, or on
behalf of, the Company or any of its Subsidiaries (i) used any corporate funds
for any unlawful contribution, gift, entertainment or other unlawful expenses
relating to political activity; (ii) made any direct or indirect unlawful
payment to any foreign or domestic government official or employee from
corporate funds; (iii) violated or is in violation of any provision of the U.S.
Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful
bribe, rebate, payoff, influence payment, kickback or other unlawful payment to
any foreign or domestic government official or employee, except in each case as
would not have a Material Adverse Effect.


    
      
         


      

      
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    (gg)         No General
Solicitation.  Neither the Company nor any Person acting on
behalf of the Company has offered or sold any of the Units by any form of
general solicitation or general advertising.  The Company has offered
the Units for sale only to the Investors and certain other “accredited
investors” within the meaning of Rule 501 under the Securities Act.

     

    (hh)         Accountants.  The
Company’s accounting firm is set forth in the SEC Reports.  To the
knowledge and belief of the Company, such accounting firm: (i) is a registered
public accounting firm as required by the Exchange Act and (ii) shall express
its opinion with respect to the financial statements to be included in the
Company’s Annual Report for the year ending December 31, 2010.

     

    (ii)         
  Regulation
M Compliance.  The Company has not, and to its knowledge no one
acting on its behalf has (i) taken, directly or indirectly, any action designed
to cause or to result in the stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of any of the
Securities or (ii) paid or agreed to pay to any Person any compensation for
soliciting another to purchase any other securities of the Company.

     

    3.2         Representations and
Warranties of the Investors.  Each
Investor hereby, for itself and for no other Investor, represents and warrants
to the Company as follows:

     

    (a)           Organization;
Authority.  Such Investor is an entity duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization with the requisite corporate or partnership power and authority to
enter into and to consummate the transactions contemplated by the applicable
Transaction Documents and otherwise to carry out its obligations thereunder. The
execution, delivery and performance by such Investor of the transactions
contemplated by this Agreement has been duly authorized by all necessary
corporate or, if such Investor is not a corporation, such partnership, limited
liability company or other applicable like action, on the part of such
Investor.  Each of this Agreement and the Registration Rights
Agreement has been duly executed by such Investor, and when delivered by such
Investor in accordance with the terms hereof, will constitute the valid and
legally binding obligation of such Investor, enforceable against it in
accordance with its terms, except as rights to indemnity and contribution may be
limited by state or federal securities laws or the public policy underlying such
laws, and except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting generally the enforcement of, creditors’ rights and remedies or by
other equitable principles of general application.

     

    (b)           Investment
Intent.  Such Investor understands that the Securities are
“restricted securities” and have not been registered under the Securities Act or
any applicable state securities laws and is acquiring the Securities as
principal for its own account for investment purposes only and not with a view
to or for distributing or reselling such Securities or any part thereof, without
prejudice, however, to such Investor’s right at all times to sell or otherwise
dispose of all or any part of such Securities in compliance with applicable
federal and state securities laws. Subject to the immediately preceding
sentence, nothing contained herein shall be deemed a representation or warranty
by such Investor to hold the Securities for any period of time.  Such
Investor is acquiring the Securities hereunder in the ordinary course of its
business. Such Investor does not have any agreement or understanding, directly
or indirectly, with any Person to distribute any of the
Securities.


    
      
         


      

      
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    (c)           Investor
Status.  At the time such Investor was offered the Securities,
it was, and as of the date hereof it is, and on each date on which it exercises
any Warrants, it will be either: (i) an “accredited investor” as defined in Rule
501(a) under the Securities Act or (ii) a “qualified institutional buyer” as
defined in Rule 144A(a) under the Securities Act.  Such Investor has
completed and executed the Investor Questionnaire (attached to this Agreement as
Exhibit E and
incorporated herein as representations and warranties of such Investor under
this Section 3.2) and that the information contained in such document is
complete and accurate.  Such Investor is not a registered
broker-dealer under Section 15 of the Exchange Act.  Such Investor,
either alone or together with its representatives, has such knowledge,
sophistication and experience in business and financial matters so as to be
capable of evaluating the merits and risks of the prospective investment in the
Securities, and has so evaluated the merits and risks of such investment. Such
Investor is able to bear the economic risk of an investment in the Securities
and, at the present time, is able to afford a complete loss of such
investment.

     

    (d)           General Solicitation.
Such Investor is not purchasing the Securities as a result of any advertisement,
article, notice or other communication regarding the Securities published in any
newspaper, magazine or similar media or broadcast over television or radio or
presented at any seminar or any other general solicitation or general
advertisement.

     

    (e)           Access to
Information. Such Investor acknowledges that it has reviewed the
Disclosure Materials and has been afforded (i) the opportunity to ask such
questions as it has deemed necessary of, and to receive answers from,
representatives of the Company concerning the terms and conditions of the
offering of the Securities and the merits and risks of investing in the
Securities; (ii) access to information about the Company and the Subsidiaries
and their respective financial condition, results of operations, business,
properties, management and prospects sufficient to enable it to evaluate its
investment; and (iii) the opportunity to obtain such additional information that
the Company possesses or can acquire without unreasonable effort or expense that
is necessary to make an informed investment decision with respect to the
investment.  Neither such inquiries nor any other investigation
conducted by or on behalf of such Investor or its representatives or counsel
shall modify, amend or affect such Investor’s right to rely on the truth,
accuracy and completeness of the Disclosure Materials and the Company’s
representations and warranties contained in the Transaction
Documents.

     

    (f)           Certain Trading Activities
and Confidentiality. Other than consummating the transactions
contemplated hereunder, such Investor has not engaged, nor has such Investor
directed any Person to act on its behalf to engage, in any transactions in the
securities of the Company (including, without limitations, any Short Sales
involving the Company’s securities or “locking-up” borrowing with respect to any
of the Company’s securities) since the earlier to occur of (1) the time that
such Investor was first contacted by the Company or any other Person regarding
an investment in the Company and (2) the 30th day
prior to the date of this Agreement.  Other than to other Persons
party to this Agreement (and their respective representatives and advisors),
such Investor has maintained the confidentiality of all disclosures made to it
in connection with this transaction (including the existence and terms of this
transaction).

     

    (g)           Independent Investment
Decision. Such Investor has independently evaluated the merits of its
decision to purchase Securities pursuant to this Agreement, and such Investor
confirms that it has not relied on the advice of any other Investor’s business
and/or legal counsel in making such decision.


    
      
         


      

      
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    (h)           Reliance.  Such
Investor understands and acknowledges that: (i) the Securities are being offered
and sold to it without registration under the Securities Act in a private
placement that is exempt from the registration provisions of the Securities Act
and (ii) the availability of such exemption depends in part on, and the Company
will rely upon the accuracy and truthfulness of, the foregoing representations
and such Investor hereby consents to such reliance.

     

    (i)         
   Residency.  Such
Investor is a resident of the jurisdiction set forth immediately below such
Investor’s name on the signature pages hereto.

     

    The
Company acknowledges and agrees that no Investor has made or makes any
representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in this Section 3.2 and Section
4.14.

     

    ARTICLE
IV.

    OTHER
AGREEMENTS OF THE PARTIES

     

    4.1         Reasonable Best
Efforts.  Each party shall use its reasonable best efforts to
timely satisfy each of the conditions to be satisfied by it as provided in
Sections 5.1 and 5.2 of this Agreement.

     

    4.2         Legends.

     

    (a)           Sales of Securities.
Securities may only be disposed of in compliance with state and federal
securities laws.  In connection with any transfer of any Securities
other than pursuant to an effective registration statement, to the Company, to
an Affiliate of an Investor or in connection with a pledge as contemplated in
Section 4.2(d), the Company may, pursuant to the provisions of Section 4.2(e)
below, require the transferor thereof to provide to the Company an opinion of
counsel selected by the transferor, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred Securities under the
Securities Act.

     

    (b)           Register. The Company
shall maintain at its principal executive offices (or such other office or
agency of the Company as it may designate by notice to each holder of
Securities), a register for the Securities in which the Company shall record the
name and address of the Person in whose name the Securities have been issued
(including the name and address of each transferee) and the number of Warrant
Shares issuable upon exercise of the Warrants held by such Person. The Company
shall keep the register open and available at all times during business hours
for inspection of any Investor or its legal representatives.


    
      
         


      

      
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    (c)           Transfer Agent
Instructions. The Company shall issue irrevocable instructions to its
transfer agent, and any subsequent transfer agent, to issue certificates or
credit shares to the applicable balance accounts at The Depository Trust Company
(“DTC”) (if DTC is then
offered by the Company and its transfer agent and such Securities qualify for
deposit with DTC in accordance with its rules), registered in the name of each
Investor or its respective nominee(s), for the Securities in such amounts as
specified from time to time by each Investor to the Company upon conversion of
the Company Shares or exercise of the Warrants. The Company represents and
warrants that no instruction other than the irrevocable instructions to its
transfer agent referred to in this Section 4.2(c) will be given by the Company
to its transfer agent with respect to the Securities and that the Securities
shall otherwise be freely transferable on the books and records of the Company,
as applicable, and to the extent provided in this Agreement and the other
Transaction Documents, except as it may reasonably determine are necessary to
comply or to ensure compliance with those applicable laws that are enacted or
modified after the Closing. If an Investor effects a sale, assignment or
transfer of the Securities in accordance with the terms of the Transaction
Documents, the Company shall permit the transfer and shall promptly instruct its
transfer agent to issue one or more certificates or credit shares to the
applicable balance accounts at DTC (if DTC is then offered by the Company and
its transfer agent and such Securities qualify for deposit with DTC in
accordance with its rules) in such name and in such denominations as specified
by such Investor to effect such sale, transfer or assignment. In the event that
such sale, assignment or transfer involves Securities sold, assigned or
transferred pursuant to an effective registration statement or in compliance
with Rule 144 (provided that in the case of a sale, transfer or assignment under
Rule 144 the foregoing is not an “affiliate” of the Company or any of its
Subsidiaries (as defined in Rule 144)), the transfer agent shall issue such
Securities to the Investor, assignee or transferee, as the case may be, without
any restrictive legend in accordance with Section 4.2(e) below. The Company
acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to an Investor. Accordingly, the Company acknowledges that the
remedy at law for a breach of its obligations under this Section 4.2(c) will be
inadequate and agrees, in the event of a breach or threatened breach by the
Company of any provisions of this Section 4.2(c), that an Investor shall be
entitled, in addition to all other available remedies, to an order and/or
injunction restraining any breach and requiring immediate issuance and transfer,
without the necessity of showing economic loss and without any bond or other
security being required. The Company shall cause its counsel to issue the legal
opinion referred to in the irrevocable transfer agent instructions required to
be delivered pursuant to the terms of the Registration Rights Agreement to the
Company’s transfer agent on each Effective Date. Any fees (with respect to the
transfer agent, counsel to the Company or otherwise) associated with the
issuance of such opinion or the removal of any legends on any of the Securities
shall be borne by the Company.

     

    (d)           Certificates
evidencing the Securities will contain the following legend, until such time as
they are not required under Section 4.1(e):

     

    THESE
SECURITIES HAVE NOT 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 MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT SECURED BY SUCH SECURITIES.


    
      
         


      

      
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    The Company acknowledges and agrees
that an Investor may from time to time pledge, and/or grant a security interest
in some or all of the Securities in accordance with all applicable federal and
state securities laws pursuant to a bona fide margin agreement in connection
with a bona fide margin account and, if required under the terms of such
agreement or account, such Investor may transfer pledged or secured Securities
to the pledgees or secured parties.  Such a pledge or transfer would
not be subject to approval or consent of the Company and no legal opinion of
legal counsel to the pledgee, secured party or pledgor shall be required in
connection with the pledge, but such legal opinion may be required in connection
with a subsequent transfer by the pledgee or secured party following default by
such Investor or otherwise.  No notice shall be required of such
pledge. At the appropriate Investor’s expense, the Company will execute and
deliver such reasonable documentation as a pledgee or secured party of
Securities may reasonably request in connection with a pledge or transfer of the
Securities.

     

    (e)           Certificates
evidencing the Securities shall not contain any legend (including the legend set
forth in Section 4.1(d)) at such time as an Investor has provided reasonable
evidence to the Company (including any customary broker’s or selling
stockholder’s letters but expressly excluding an opinion of counsel other than
with respect to clauses (iv) or (v) below), that: (i) there has been a sale of
such Securities pursuant to an effective registration statement (including the
Registration Statement(s)), (ii) there has been a sale of such Securities
pursuant to Rule 144 (assuming the transferor is not an Affiliate of the
Company), (iii) such Securities are then eligible for sale under Rule 144(b)(i),
(iv) in connection with a sale, assignment or other transfer (other than under
Rule 144) provided that, upon request of the Company, such Investor provides the
Company with an opinion of counsel to such Investor, in a reasonably acceptable
form, to the effect that such sale, assignment or transfer of the Securities may
be made without registration under the applicable requirements of the Securities
Act or (v) if such legend is not required under applicable requirements of the
Securities Act (including, without limitation, controlling judicial
interpretations and pronouncements issued by the Commission). Following such
time as restrictive legends are not required to be placed on certificates
representing Securities pursuant to the preceding sentence, the Company will, no
later than three (3) Trading Days following the delivery by an Investor to the
Company or the Company’s transfer agent of a certificate representing Securities
containing a restrictive legend and the foregoing evidence (and opinion if
applicable), deliver or cause to be delivered to such Investor a certificate
representing such Securities that is free from all restrictive and other legends
or credit the balance account of such Investor’s or such Investor’s nominee with
DTC (if DTC is then offered by the Company and its transfer agent and such
Securities qualify for deposit with DTC in accordance with its rules) with a
number of shares of Preferred Stock or Common Stock equal to the number of
shares represented by the certificate so delivered by such Investor (the date by
which such certificate is required to be delivered to such Investor or such
shares were required to be credited to such Investor’s account with DTC (as the
case may be) pursuant to the foregoing is referred to herein as the “Required Delivery Date”). The
Company may not make any notation on its records or give instructions to any
transfer agent of the Company that enlarge the restrictions on transfer set
forth in this Section, except as it may reasonably determine are necessary or
appropriate to comply or to ensure compliance with those applicable laws that
are enacted or modified after the Closing.


    
      
         


      

      
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    4.3         Form D and Blue
Sky.  The Company agrees to file a Form D with respect to the
Securities as required under Regulation D and to provide a copy thereof to each
Investor who requests one promptly after such filing.  The Company
shall, on or before the Closing Date, take such action as the Company shall
reasonably determine is necessary in order to obtain an exemption for, or to,
qualify the Securities for sale to the Investors at the Closing pursuant to this
Agreement under applicable securities or “Blue Sky” laws of the states of the
United States (or to obtain an exemption from such qualification), and shall
provide evidence of any such action so taken to the Investors on or prior to the
Closing Date.  The Company shall make all filings and reports relating
to the offer and sale of the Securities required under applicable securities or
“Blue Sky” laws of the states of the United States following the Closing
Date.

     

    4.4         Furnishing of
Information.  Until the earliest of the time that (i) no
Investor owns Securities, (ii) the Warrants have expired or (iii) the
consummation of a Fundamental Transaction (as defined in the Warrants) where the
Company is no longer publicly traded following such Fundamental Transaction (the
“Reporting Period”) has
occurred, the Company covenants to maintain the registration of the Common Stock
under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain
extensions in respect thereof and file within the applicable grace period) all
reports required to be filed by the Company after the date hereof pursuant to
the Exchange Act even if the Exchange Act or the rules and regulations
thereunder would no longer require or otherwise permit such termination. Without
limiting any of the Company’s obligations under the Registration Rights
Agreement, during the Reporting Period, if the Company is not required to file
reports pursuant to such laws, it will prepare and furnish to the Investors and
make publicly available in accordance with Rule 144(c) such information as is
required for the Investors to sell the Securities under Rule 144. Without
limiting any of the Company’s obligations under the Registration Rights
Agreement, the Company further covenants that it will take such further action
as any holder of Securities may reasonably request, to the extent required from
time to time to enable such Person to sell the Securities without registration
under the Securities Act, including without limitation, within the requirements
of the exemption provided by Rule 144.

     

    4.5         Integration. The
Company shall not sell, offer for sale or solicit offers to buy or otherwise
negotiate in respect of any security (as defined in Section 2 of the Securities
Act) that would be integrated with the offer or sale of the Securities in a
manner that would require the registration under the Securities Act of the sale
of the Securities to the Investors, or that would be integrated with the offer
or sale of the Securities for purposes of the rules and regulations of any
Trading Market in a manner that would require stockholder approval of the sale
of the securities to the Investors.


    
      
         


      

      
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    4.6         Securities Laws Disclosure;
Publicity. By 5:30 p.m. (New York City time) on the Trading Day following
the execution of this Agreement, and by 5:30 p.m. (New York City time) on the
Trading Day following the Closing Date (unless the Closing Date occurs on the
same date as the execution of this Agreement, in which case only one press
release will be required), the Company shall issue press releases disclosing the
transactions contemplated hereby (and the material terms hereof) and the
Closing.  On the Trading Day following the execution of this
Agreement, the Company will file a Current Report on Form 8-K disclosing the
material terms of the Transaction Documents (and attach as exhibits thereto the
Transaction Documents), and on the Trading Day following the Closing Date the
Company will file an additional Current Report on Form 8-K to disclose the
Closing (unless the Closing Date occurs on the same date as the execution of
this Agreement, in which case only one Form 8-K will be required).

     

    4.7         Indemnification of
Investors. In addition to the
indemnity provided in the Registration Rights Agreement, the Company will
indemnify and hold each Investor and its directors, officers, stockholders,
partners, employees, members and direct or indirect investors and any of
the foregoing Persons’ agents or other representatives (including, without
limitation, those retained in connection with the transactions contemplated by
this Agreement) (each, an “Investor Party”) harmless from any and
all losses, liabilities, obligations, claims, contingencies, damages, costs,
expenses, actions, causes of action, suits, penalties and fees, including all
judgments, amounts paid in settlements, court costs and reasonable out-of-pocket
attorneys’ fees and costs of investigation (collectively, “Losses”) that any such
Investor Party may suffer or incur as a result of, arising out of or relating to
(a) any misrepresentation, breach or inaccuracy of any representation, warranty,
covenant, obligation or agreement made by the Company in any Transaction
Document or (b) any cause of action, suit or claim brought or made against any
Investor Party by a third party (including for these purposes a derivative
action brought on behalf of the Company) and arising out of or resulting from
(i) the execution, delivery, performance or enforcement of the Transaction
Documents, (ii) any transaction financed or to be financed in whole or in part,
directly or indirectly, with the proceeds of the issuance of the Securities, or
(iii) the status of such Investor Party or holder of the Securities as an
investor in the Company pursuant to the transactions contemplated by the
Transaction Documents; provided, that an Investor Party shall not be entitled to
indemnification to the extent any of the foregoing is caused by such Investor
Party’s gross negligence, material violation of law or regulation or willful
misconduct. In addition to the indemnity contained herein, the Company will
reimburse each Investor Party for its reasonable out-of-pocket legal and
other expenses (including the reasonable out-of-pocket cost of any
investigation, preparation and travel in connection therewith) as incurred in
connection therewith, as promptly as practicable after such expenses are
incurred and invoiced.

     

    4.8         Non-Public
Information. Except with respect to material terms and conditions of
the transactions contemplated by the Transaction Documents, the Company
covenants and agrees that neither it nor any of its Subsidiaries, or other
Person acting on its or their behalf will provide an Investor or its agents or
counsel with any material, non-public information regarding the Company or its
Subsidiaries without the prior express consent of the Investor; provided, that
no such consent shall be required prior to disclosing any such material,
non-public information to (a) a director designated pursuant to the letter
agreement between the Company and Independence Blue Cross, dated as of the date
hereof (but only when made to such director in his or her capacity as a
director) or (b) the Investor when such disclosure is required by the express
terms of this Agreement or the Registration Rights Agreement. The Company
understands that the Investor shall be relying on the foregoing covenant in
effecting transactions in securities of the Company.


    
      
         


      

      
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    4.9         Listing of
Securities. The Company shall promptly secure the listing of all of the
Registrable Securities upon each national securities exchange and automated
quotation system, if any, upon which the Common Stock is then listed (subject to
official notice of issuance) and shall maintain such listing of all Registrable
Securities from time to time issuable under the terms of the Transaction
Documents on such exchange or automated quotation system or another Trading
Market. The Company shall use reasonable best efforts to maintain the Common
Stock’s authorization for quotation on the Principal Market. The Company agrees,
(i) if the Company applies to have the Common Stock traded on any other Trading
Market, it will include in such application the Company Shares, the Conversion
Shares and the Warrant Shares, and will take such other action as is necessary
or desirable to cause the Company Shares, the Conversion Shares and the Warrant
Shares to be listed on such other Trading Market as promptly as possible, and
(ii) it will use reasonable best efforts to take all action that it believes is
reasonably necessary to continue the listing and trading of its Common Stock on
a Trading Market and to comply in all material respects with the Company’s
reporting, filing and other obligations under the bylaws or rules of the
applicable Trading Market; provided that no such action
need be taken with respect to the Company’s Preferred Stock if Stockholder
Approval has been obtained by the Stockholder Approval Deadline. Neither the
Company nor any of its Subsidiaries shall take any action which it believes
could be reasonably expected to result in the delisting or suspension of the
Common Stock (and if required to be listed by this Section 4.9, the Preferred
Stock) on any Trading Market. The Company shall pay all fees and expenses in
connection with satisfying its obligations under this Section 4.9.

     

    4.10       Use of Proceeds. The
Company will use the net proceeds from the sale of the Units hereunder for
working capital purposes and not for the satisfaction of any portion of the
Company’s debt (other than payment of trade payables and accrued expenses in the
ordinary course of the Company’s business and consistent with prior practices),
or to redeem any Common Stock or Equivalents or any other debt or equity
securities of the Company or any of its Subsidiaries.

     

    4.11       Additional Issuances of
Securities.

     

    (a)           The
Company agrees that, except for Other Securities Purchase Agreements, if any,
and the Company’s issuance of its equity securities to the Co-Investment Fund
II, L.P. as a result of their demand to convert all or any portion of their loan
into equity securities pursuant to First Amendment to Loan Documents dated June
15, 2010, for the period commencing on the date hereof and ending ninety (90)
days after the Closing, neither the Company nor any of its Subsidiaries shall
directly or indirectly issue, offer, sell, grant any option to purchase, or
otherwise dispose of (or announce any issuance, offer, sale, grant or any option
to purchase or other disposition of) any of their respective equity or equity
equivalent securities, including, without limitation, any debt, preferred stock,
rights, options, warrants or other instrument that is at any time and under any
circumstances convertible into or exchangeable for, or otherwise entitles the
holder thereof to receive, capital stock and other securities of the Company
(including, without limitation, Common Stock Equivalents) (collectively with
such capital stock or other securities of the Company, “Equivalents”) (any such
issuance, offer, sale, grant, disposition or announcement being referred to as a
“Subsequent
Placement”).


    
      
         


      

      
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    (b)           Notwithstanding
the foregoing, this Section 4.11 shall not apply in respect of the issuance of
(A) Company stock or options to purchase Company stock issued to directors,
officers, employees or consultants of the Company in connection with their
service as directors or officers of the Company, their employment by the Company
or their retention as consultants by the Company pursuant to an equity
compensation program or other contract or arrangement approved by the Board of
Directors of the Company (or the compensation committee of the Board of
Directors of the Company), provided that all such issuances after the date
hereof pursuant to this clause (A) do not, in the aggregate, exceed more than
10% of the Common Stock issued and outstanding immediately prior to the date
hereof, (B) Common Stock or standard warrants (including so-called penny
warrants) to purchase Common Stock in connection with strategic alliances,
acquisitions, mergers, strategic partnerships, joint ventures, vendor and
supplier arrangements and as equity kickers in lease and financing transactions,
the primary purpose of which is not to raise capital, and which are approved in
good faith by the Company’s Board of Directors, provided that all such issuances
after the date hereof pursuant to this clause (B) do not, in the aggregate,
exceed more than 10% of the Common Stock issued and outstanding immediately
prior to the date hereof, (C) shares issued upon the conversion or exercise of
Equivalents issued prior to the date hereof, provided that such Equivalents have
not been amended since the date of this Agreement to increase the number of
shares issuable thereunder or to lower the exercise or conversion price thereof
or otherwise materially change the terms or conditions thereof in any manner
that adversely affects any of the Investors, (D) shares issued or issuable by
reason of a dividend, stock split or other distribution on Common Stock, (E) the
Conversion Shares, or (F) the Warrant Shares (each of the foregoing in clauses
(A) through (F), collectively the “Excluded
Securities”).

     

    4.12       Conduct of Business.
The business of the Company and its Subsidiaries shall not be conducted in
violation of any law, ordinance or regulation of any governmental entity, except
where such violations would not result, either individually or in the aggregate,
in a Material Adverse Effect.

     

    4.13       Variable Rate
Transaction. From the date hereof until 12 months after the Closing, the
Company shall be prohibited from effecting or entering into an agreement to
effect any Subsequent Placement involving a “Variable Rate Transaction.” The
term “Variable Rate
Transaction” shall mean a transaction in which the Company (i) issues or
sells any Equivalents either (A) at a conversion, exercise or exchange rate or
other price that is based upon and/or varies with the trading prices of or
quotations for the shares of Common Stock at any time after the initial issuance
of such Equivalents, or (B) with a conversion, exercise or exchange price that
is subject to being reset at some future date after the initial issuance of such
Equivalents or upon the occurrence of specified or contingent events directly or
indirectly related to the business of the Company or the market for the Common
Stock, other than pursuant to a customary “weighted average” or “full ratchet”
anti-dilution provision or (ii) enters into any agreement (including, but not
limited to, an equity line of credit) whereby the Company may sell securities at
a future determined price (other than customary “pre-emptive” or “participation”
rights). Each Investor shall be entitled to obtain injunctive relief against the
Company to preclude any such issuance, which remedy shall be in addition to any
right to collect damages.


    
      
         


      

      
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    4.14       Trading Restrictions.
Each Investor represents and warrants to, and covenants with, the Company that
it will not (and its Affiliates acting on its behalf or pursuant to any
understanding with it will not) engage in or effect, directly or indirectly, any
transactions in any securities of the Company (including, without limitation,
any Short Sales, “locking-up” borrow or hedging activities involving the
Company’s securities) during the period commencing on the date hereof and ending
on the date that is fifteen (15) months following the Closing Date. In
furtherance (and without limitation) of the foregoing, during such restricted
period, neither such Investor nor any of such Affiliates, (a) will directly or
indirectly, sell, agree to sell, grant any call option or purchase any put
option with respect to, pledge, borrow or otherwise dispose of any securities of
the Company, or (b) will establish or increase any “put equivalent position” or
liquidate or decrease any “call equivalent position” with respect to any such
securities (in each case within the meaning of Section 16 of the Exchange Act
and the rules and regulations promulgated thereunder), or otherwise enter into
any swap, derivative or other transaction or arrangement that transfers to
another, in whole or in part, any economic consequence of ownership of any such
securities, whether or not such transaction is to be settled by delivery of any
such securities, other securities, cash or other consideration. Notwithstanding
the foregoing, it is understood and agreed that nothing contained in this
Section 4.14 shall prohibit such Investor (or such Affiliates) from (1)
purchasing or agreeing to purchase unrestricted securities of the Company or
securities which are covered by an effective registration statement and the
prospectus included therein is available for use on the date of such purchase
(including through block trades or privately negotiated transactions), (2)
purchasing or agreeing to purchase securities of the Company pursuant to Section
4.15 or otherwise from the Company, (3) exercising any or all Warrants to
acquire Warrant Shares or otherwise acting under or enforcing, or receiving any
right or benefit or adjustment under, the Warrants, (4) selling or agreeing to
sell “long” securities of the Company (because such Investor or such Affiliate
is “deemed to own such securities” pursuant to paragraph (b) of Rule 200 under
Regulation SHO), including, without limitation, (I) any Company Shares,
Conversion Shares, Warrants or  Warrant Shares acquired hereunder or
pursuant to the transactions contemplated hereby or any of the Transaction
Documents, (II) any shares of Common Stock or warrants to purchase shares of
Common Stock held on the date hereof, (III) any shares of Common Stock acquired
after the date hereof pursuant to the exercise of warrants to purchase Common
Stock held on the date hereof, or (IV) securities acquired after the date hereof
in accordance with this paragraph, (5) pledging or hypothecating any securities
of the Company in connection with leverage arrangements engaged in by such
Investor (or such Affiliates) without the purpose of transferring economic risk
relating to such securities or (6) from transferring any of the Securities to
any Affiliate who agrees in writing to be bound by this Section 4.14, in each
case, provided such sale is in compliance with all applicable securities laws
and following the public announcement of the transaction contemplated hereby
pursuant to Section 4.6.


    
      
         


      

      
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    4.15       Participation Right.
From the date hereof until 24 months after the Closing, except for Other
Securities Purchase Agreements, if any, and the Company’s issuance of its equity
securities to the Co-Investment Fund II, L.P. as a result of their demand to
convert all or any portion of their loan into equity securities pursuant to
First Amendment to Loan Documents dated June 15, 2010, the Company shall not
effect any Subsequent Placement unless the Company shall have first complied
with this Section 4.15. The Company acknowledges and agrees that the right set
forth in this Section 4.15 is a right granted by the Company to Investor, for so
long as it or any of its affiliates in the aggregate holds at least one percent
of the Common Stock Deemed Outstanding (as defined in the Warrants) (the “Designated
Investor”).

     

    (a)           The
Company shall deliver to the Designated Investor a written notice
(the ”Offer
Notice”) of any proposed or intended issuance or sale or exchange
(the ”Offer”) of
the securities being offered (the “Offered Securities”) in a
Subsequent Placement, which Offer Notice shall (w) identify and describe the
Offered Securities, (x) describe the price and other terms upon which they
are to be issued, sold or exchanged, and the number or amount of the Offered
Securities to be issued, sold or exchanged, (y) identify the Persons (if
known) to which or with which the Offered Securities are to be offered, issued,
sold or exchanged and (z) offer to issue and sell to or exchange with the
Designated Investor in accordance with the terms of the Offer the Designated
Investor’s pro rata portion of the Offered Securities, calculated by dividing
(i) the number of shares of Common Stock Deemed Outstanding (as defined in the
Warrants) owned by the Designated Investor as of immediately prior to the Offer,
by (ii) the Common Stock Deemed Outstanding (as defined in the Warrants) (such
pro rata portion, the “Basic
Amount”).

     

    (b)           To
accept an Offer, in whole or in part, the Designated Investor must deliver an
irrevocable written notice to the Company prior to the end of the third (3rd)
Business Day after such Designated Investor’s receipt of the Offer Notice (the
“Offer Period”), setting
forth the portion of the Designated Investor’s Basic Amount that such Designated
Investor elects to purchase (the “Notice of
Acceptance”).

     

    (c)           The
Company shall have twenty (20) Business Days from the expiration of the Offer
Period above to offer, issue, sell or exchange all or any part of such Offered
Securities as to which a Notice of Acceptance has not been given by the
Designated Investor (the “Refused Securities”) pursuant
to a definitive agreement(s) (the “Subsequent Placement
Agreement”), but only to the offerees described in the Offer Notice (if
so described therein) and only upon terms and conditions (including, without
limitation, unit prices and interest rates) that are not materially more
favorable (when viewed on an aggregate basis) to the acquiring Person or Persons
or materially less favorable (when viewed on an aggregate basis) to the Company
than those set forth in the Offer Notice.

     

    (d)           Upon
the closing of the issuance, sale or exchange of all or less than all of the
Refused Securities, the Designated Investor shall acquire from the Company,
subject to the terms and conditions specified in the Offer Notice, and the
Company shall issue to the Designated Investor, the number or amount of Offered
Securities specified in the Notices of Acceptance, subject to the terms and
conditions specified in the Offer Notice. The purchase by the Designated
Investor of any Offered Securities is subject in all cases to the preparation,
execution and delivery by the Company and the Designated Investor of a separate
purchase agreement relating to such Offered Securities reasonably satisfactory
in form and substance to the Designated Investor and its counsel and the Company
and its counsel.


    
      
         


      

      
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    (e)          The
Company and the Designated Investor agree that if the Designated Investor elects
to participate in the Offer, neither the Subsequent Placement Agreement with
respect to such Offer nor any other transaction documents related thereto
(collectively, the “Subsequent
Placement Documents”) shall include any term or provisions whereby such
Designated Investor shall be required to agree to any restrictions on trading as
to any securities of the Company owned by such Designated Investor prior to such
Subsequent Placement more restrictive in any material respect than the
restrictions contained in the Transaction Documents.

     

    (f)           Notwithstanding
anything to the contrary in this Section 4.15 and unless otherwise agreed to by
such Designated Investor, the Company shall either confirm in writing to such
Designated Investor that the transaction with respect to the Subsequent
Placement has been abandoned or shall publicly disclose its intention to issue
the Offered Securities, in either case in such a manner such that such
Designated Investor will not be in possession of any material, non-public
information, by the thirtieth (30th)
Business Day following delivery of the Offer Notice (or any later follow-up
Offer Notice or offer terms provided pursuant to the terms of this Section
4.15(b) (the “Public Notice
Date”). If by the Public Notice Date, no public disclosure regarding a
transaction with respect to the Offered Securities has been made, and no notice
regarding the abandonment of such transaction has been received by such
Designated Investor, such transaction shall be deemed to have been
abandoned.

     

    (g)          The
restrictions contained in this Section 4.15 shall not apply in connection with
the issuance of any Excluded Securities (as defined herein or as defined in the
Warrants).

     

    4.16       Prohibited Actions.
The Company shall not without the prior consent of the Investor knowingly enter
into any transaction or take any other action which would create any liability
under Section 16(b) of the Exchange Act, or the rules promulgated thereunder by
the Commission, on the part the Investor as a consequence of having purchased
the Securities under this Agreement.

     

    4.17       Other Securities Purchase
Agreements.  In the event that any term or condition under any
of the Other Securities Purchase Agreements is more favorable to the investor
thereunder than the relevant term or condition under this Agreement or in the
event that any Other Securities Purchase Agreement contains a term or condition
benefiting the investor thereunder which is not contained in this Agreement,
then at the election of the Investor, such more favorable or additional term or
condition shall be available for the benefit of the Investor and the Company
shall enter into an amendment to this Agreement to incorporate such more
favorable or additional term or condition.

     

    ARTICLE
V.

     

    CONDITIONS
PRECEDENT TO CLOSINGS

    


    5.1         Conditions Precedent to the
Obligations of the Investors to Purchase Securities.  The
obligation of each Investor to acquire the Securities at each Closing are
subject to the satisfaction, or waiver by such Investor, at or before each such
Closing, of each of the following conditions:


    
      
         


      

      
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    (a)           Representations and
Warranties. Each and every representation and warranty of the Company
contained herein shall be true and correct in all respects as of the date when
made and in all material respects as of the Closing Date as though originally
made on and as of such date (except for representations and warranties qualified
by materiality or Material Adverse Effect, which shall be true and correct in
all respects). Such Investor shall have received a certificate, executed by the
Chief Executive Officer of the Company, dated as of the Closing Date, to the
foregoing effect and as to such other matters as may be reasonably requested by
such Investor;

     

    (b)           Performance.  The
Company shall have performed, satisfied and complied in all respects with all
covenants, agreements and conditions required by the Transaction Documents to be
performed, satisfied or complied with by it at or prior to the
Closing.  Such Investor shall have received a certificate, executed by
the Chief Executive Officer of the Company, dated as of the Closing Date, to the
foregoing effect and as to such other matters as may be reasonably requested by
such Investor;

     

    (c)           No
Injunction.  No statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by any court or governmental authority of competent jurisdiction that
prohibits the consummation of any of the transactions contemplated by the
Transaction Documents;

     

    (d)           Adverse
Changes.  Since the date of execution of this Agreement, no
event or series of events shall have occurred that reasonably would have or
result in a Material Adverse Effect;

     

    (e)           No Suspensions of Trading in
Common Stock; Listing. Trading in the Common Stock shall not have been
suspended (or threatened to be suspended) by the Commission or any Trading
Market (except for any suspensions of trading of not more than one Trading Day
solely to permit dissemination of material information regarding the Company) at
any time since the date of execution of this Agreement, and the Common Stock
shall have been at all times since such date listed for trading on a Trading
Market. The Common Stock shall be designated for quotation or listed on the
Principal Market and any required approval of the Principal Market to list the
Company Shares and the Warrant Shares shall have been obtained by the
Company;

     

    (f)           Company
Deliverables.  The Company shall have delivered the Company
Deliverables in accordance with Section 2.2(a);

     

    (g)           Consents and
Approvals. The Company shall have obtained all governmental, regulatory
or third party consents and approvals, if any, necessary for the sale of the
Securities, including without limitation, any of those required by the Principal
Market;

     

    (h)           Certificate of
Designation. The Certificate of Designation shall have been filed with
the Secretary of State of the State of Delaware and shall have become
effective.


    
      
         


      

      
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    5.2         Conditions Precedent to the
Obligations of the Company to Sell Securities.  The obligation
of the Company to sell the Units at the Closing is subject to the satisfaction,
or waiver by the Company, at or before the Closing, of each of the following
conditions:

     

    (a)           Representations and
Warranties.  The representations and warranties of each
Investor contained herein shall be true and correct in all material respects as
of the date when made and as of the Closing Date as though made on and as of
such date;

     

    (b)           Performance.  Each
Investor shall have performed, satisfied and complied in all material respects
with all covenants, agreements and conditions required by the Transaction
Documents to be performed, satisfied or complied with by such Investor at or
prior to the Closing;

     

    (c)           No
Injunction.  No statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by any court or governmental authority of competent jurisdiction that
prohibits the consummation of any of the transactions contemplated by the
Transaction Documents; and

     

    (d)           Investor
Deliverables. Each Investor shall have delivered its Investor
Deliverables in accordance with Section 2.2(b).

     

    ARTICLE
VI.

    MISCELLANEOUS

     

    6.1         Fees and Expenses.
Each party shall pay the fees and expenses of its advisers, counsel, accountants
and other experts, if any, and all other expenses incurred by such party
incident to the negotiation, preparation, execution, delivery and performance of
the Transaction Documents.

     

    6.2         Termination.  In
the event that the Subsequent Closing shall not have occurred on or before the
Subsequent Closing Date Deadline due to the Company’s or the Investors’ failure
to satisfy the conditions set forth in Sections 5.1 and 5.2 above (and a
non-breaching party’s failure to waive such unsatisfied condition(s)), any such
non-breaching party shall have the right to terminate its obligations under this
Agreement with respect to the Subsequent Closing at the close of business on
such date without liability of such non-breaching party to any other party;
provided, however, that the abandonment of the sale and purchase of the
Securities at the Subsequent Closing shall be applicable only to such
non-breaching party providing such written notice; provided further,
notwithstanding any such termination the Company shall remain obligated to
reimburse the non-breaching Investors for the expenses described in Section 6.1
above.  Nothing contained in this Section 6.2 shall be deemed to
release any party from any liability for any breach by such party of the terms
and provisions of this Agreement or the other Transaction Documents or to impair
the right of any party to compel specific performance by any other party of its
obligations under this Agreement or the other Transaction
Documents.


    
      
         


      

      
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    6.3         Entire Agreement. The
Transaction Documents, together with the exhibits,  schedules and the
Disclosure Letter thereto, contain the entire understanding of the parties with
respect to the subject matter hereof and supersede all prior agreements,
understandings, discussions and representations, oral or written, with respect
to such subject matter, which the parties acknowledge have been merged into such
documents, exhibits and schedules. The Company confirms that, except for the
investment in the Securities as set forth in this Agreement, no Investor has
made any commitment or promise or has any other obligation to provide any
financing to the Company or otherwise.

     

    6.4         Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of (a) the date of transmission, if such notice or
communication is delivered via facsimile (provided the sender receives a
machine-generated confirmation of successful transmission) at the facsimile
number specified in this Section 6.4 prior to 6:30 p.m. (New York City time) on
a Trading Day, (b) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number
specified in this Section 6.4 on a day that is not a Trading Day or later than
6:30 p.m. (New York City time) on any Trading Day, (c) the Trading Day following
the date of mailing, if sent by U.S. nationally recognized overnight courier
service (with next day delivery specified), or (d) upon actual receipt by the
party to whom such notice is required to be given. The address for such notices
and communications shall be as follows:

     

    
      
        	
                If
      to the Company:

              	
                Health
      Benefits Direct Corporation

              
	 
      	
                150
      N. Radnor-Chester Road, Radnor, PA 19087

              
	 
      	
                Facsimile:
      (484) 654-2212

              
	 
      	
                Attn:
      Chief Financial Officer

              
	 
      	 
      
	
                With
      copies to:

              	
                Health
      Benefits Direct Corporation

              
	 
      	
                150
      N. Radnor-Chester Road, Radnor, PA 19087

              
	 	

                Facsimile:
      (484) 654-2209

              
	 
      	
                Attn:
      Vice President and Controller

              
	 	 
	 
      	
                Morgan,
      Lewis & Bockius LLP

              
	 
      	
                1701
      Market Street, Philadelphia, PA 19103

              
	 
      	
                Facsimile:
      (215) 963-5001

              
	 
      	
                Attn:
      James W. McKenzie, Jr., Esq.

              
	 
      	 
      
	
                If
      to an Investor:

              	
                To
      the address set forth under such Investor’s name on the signature pages
      hereof;

              


      

    

    


    or such
other address as may be designated in writing hereafter, in the same manner, by
such Person.


    
      
         


      

      
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    6.5         Amendments; Waivers; No
Additional Consideration. No provision of any Transaction Document may be
waived or amended except in a written instrument signed by the Company and the
Investors holding a majority of the Securities (or, with respect to Section 4.15
hereof, in lieu thereof the consent of the Designated Investor), provided that
any party shall have the right to provide a waiver with regards to
itself.  No waiver of any default with respect to any provision,
condition or requirement of any Transaction Document shall be deemed to be a
continuing waiver in the future or a waiver of any subsequent default or a
waiver of any other provision, condition or requirement hereof, nor shall any
delay or omission of either party to exercise any right hereunder in any manner
impair the exercise of any such right. No consideration shall be offered or paid
to any Investor to amend or consent to a waiver or modification of any provision
of any Transaction Document unless the same consideration is also offered to all
Investors who then hold the Securities; provided that with respect to Section
4.15 hereof, such consideration may be offered or paid solely to the Designated
Investor and not any other Investors. No such amendment or waiver (unless given
pursuant to the foregoing provisos) shall be effective to the extent that it
applies to less than all of the holders of the Securities then
outstanding.

     

    6.6         Construction.  The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof.  The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent, and no rules of
strict construction will be applied against any party.  This Agreement
shall be construed as if drafted jointly by the parties, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Agreement or any of the Transaction
Documents.

     

    6.7         Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of
the parties and their successors and permitted assigns.  The Company
may not assign this Agreement or any rights or obligations hereunder without the
prior written consent of the Investors. Any Investor may assign any or all of
its rights under this Agreement and the other Transaction Documents to any
Person to whom such Investor assigns or transfers any Securities, (other than
any rights under Section 4.15 hereof, which are not assignable or transferable
except by the Designated Investor to any affiliate of the Designated Investor)
provided such assignee or transferee agrees in writing to be bound, with respect
to the assigned or transferred Securities, by the provisions hereof that apply
to the “Investors,” in which event such assignee or transferee shall be deemed
to be an Investor hereunder with respect to such assigned rights.

     

    6.8         No Third-Party
Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns and is
not for the benefit of, nor may any provision hereof be enforced by, any other
Person, except as otherwise set forth in Section 4.7 (as to each Investor
Party).


    
      
         


      

      
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    6.9         Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of
Delaware, without regard to the principles of conflicts of law
thereof.  Each party agrees that all Proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Agreement and any other Transaction Documents (whether brought against a
party hereto or its respective Affiliates, employees or agents) shall be
commenced exclusively in the Delaware Courts. Each party hereto hereby
irrevocably submits to the exclusive jurisdiction of the Delaware Courts for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein (including with respect to
the enforcement of any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any Proceeding, any claim that it is not
personally subject to the jurisdiction of any such Delaware Court, or that such
Proceeding has been commenced in an improper or inconvenient
forum.  Each party hereto hereby irrevocably waives personal service
of process and consents to process being served in any such Proceeding by
mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof.  Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.  Each party hereto hereby irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to
trial by jury in any legal proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby.  If either party
shall commence a Proceeding to enforce any provisions of a Transaction Document,
then the prevailing party in such Proceeding shall be reimbursed by the other
party for its reasonable out-of-pocket attorneys’ fees and other reasonable
out-of-pocket costs and expenses incurred with the investigation, preparation
and prosecution of such Proceeding.

     

    6.10       Survival.  The
representations, warranties, agreements and covenants contained herein shall
survive the Closing and the delivery of the Securities.  Each Investor
shall be responsible only for its own representations, warranties, agreements
and covenants hereunder.

     

    6.11       Execution.  This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile signature page were an original
thereof.

     

    6.12       Severability. If any
provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision that is a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement.

     

    6.13       Rescission and Withdrawal
Right. Notwithstanding anything to the contrary contained in (and without
limiting any similar provisions of) the Transaction Documents, whenever any
Investor exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within
the periods therein provided, then such Investor may rescind or withdraw, in its
sole discretion from time to time upon written notice to the Company, any
relevant notice, demand or election in whole or in part without prejudice to its
future actions and rights.

     


    
      
         


      

      
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    6.14       Replacement of
Securities. If any certificate or instrument evidencing any Securities is
mutilated, lost, stolen or destroyed, the Company shall issue or cause to be
issued in exchange and substitution for and upon cancellation thereof, or in
lieu of and substitution therefor, a new certificate or instrument, but only
upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction and customary and reasonable indemnity, if requested. The
applicants for a new certificate or instrument under such circumstances shall
also pay any reasonable third-party costs associated with the issuance of such
replacement Securities. If a replacement certificate or instrument
evidencing any Securities is requested due to a mutilation thereof, the Company
may require delivery of such mutilated certificate or instrument as a condition
precedent to any issuance of a replacement.

     

    6.15       Remedies. In addition
to being entitled to exercise all rights provided herein or granted by law,
including recovery of damages, each of the parties hereto will be entitled to
specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by
reason of any breach of obligations described in the foregoing sentence and
hereby agrees to waive in any action for specific performance of any such
obligation the defense that a remedy at law would be adequate.  The
Company therefore agrees that the Investors shall be entitled to specific
performance and temporary and permanent injunctive relief in any such case
without the necessity of proving actual damages and without posting a bond or
any other type of security.

     

    6.16       Payment Set
Aside. To the extent that the Company makes a payment or payments to
any Investor pursuant to any Transaction Document or an Investor enforces
or exercises its rights thereunder, and such payment or payments or the proceeds
of such enforcement or exercise or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside, recovered
from, disgorged by or are required to be refunded, repaid or otherwise restored
to the Company, a trustee, receiver or any other person under any law
(including, without limitation, any bankruptcy law, state or federal law, common
law or equitable cause of action), then to the extent of any such restoration
the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been
made or such enforcement or setoff had not occurred.

     

    6.17       Independent Nature of
Investors’ Obligations and
Rights.  The obligations of each Investor under the Transaction
Documents are several and not joint with the obligations of any other Investor,
and no Investor shall be responsible in any way for the performance of the
obligations of any other Investor under any Transaction Document.  The
decision of each Investor to purchase Securities pursuant to the Transaction
Documents has been made by such Investor independently of any other Investor.
Nothing contained herein or in any other Transaction Document, and no action
taken by any Investor pursuant hereto or thereto, shall be deemed to constitute
the Investors as a partnership, an association, a joint venture or any other
kind of group or entity, or create a presumption that the Investors are in any
way acting in concert or as a group or entity with respect to such obligations
or the transactions contemplated by the Transaction Documents or any other
matters, and the Company acknowledges that, to its knowledge, the Investors are
not acting in concert or as a group with respect to such obligations or the
transactions contemplated by the Transaction Documents.  Each Investor
acknowledges that no other Investor has acted as agent for such Investor in
connection with such Investor making its investment hereunder and that no other
Investor or counsel or advisor for such other Investor will be acting as agent
of such Investor in connection with monitoring such Investor’s investment in the
Securities or enforcing its rights under the Transaction Documents. The Company
and each Investor confirms that each Investor has independently participated
with the Company in the negotiation of the transaction contemplated hereby with
the advice of its own counsel and advisors. Each Investor shall be entitled to
independently protect and enforce its rights, including, without limitation, the
rights arising out of this Agreement or out of any other Transaction Documents,
and it shall not be necessary for any other Investor to be joined as an
additional party in any proceeding for such purpose.  The use of a
single agreement to effectuate the purchase and sale of the Securities
contemplated hereby was solely in the control of the Company, not the action or
decision of any Investor, and was done solely for the convenience of the Company
and not because it was required or requested to do so by any Investor. It is
expressly understood and agreed that each provision contained in this Agreement
and in each other Transaction Document is between the Company and an Investor,
solely, and not between the Company and the Investors collectively and not
between and among Investors.


    
      
         


      

      
        37

        
          

        

      

      
         


      

    

     

    6.18       Delivery of
Securities.  Notwithstanding anything contained in this
Agreement or any other Transaction Document to the contrary, unless otherwise
directed in writing by the applicable Investor, the Company shall, and shall
cause its agents and representatives to, deliver all of such Investor’s
Securities purchased pursuant to this Agreement (and all securities which are
issuable to the Investor pursuant to the terms of this Agreement or any other
Transaction Document) to the address for delivery of Securities set forth on
such Investor’s signature page to this Agreement, and copies of the certificates
representing such securities shall be sent to such Investor to the address of
such Investor as set forth on such Investor’s signature page to this
Agreement.

     

    6.19       Further Assurances.
Each party shall do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as any other party may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated
hereby.

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
PAGES FOLLOW]


    
      
         


      

      
        38

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Securities Purchase Agreement as
of the date first written above.

     

    
      
        	
                Health
      Benefits Direct Corporation

              
	 
      
	
                /s/ Anthony R. Verdi

              
	
                Name: 

              	
                Anthony
      R. Verdi

              
	
                Title:

              	
                Acting
      Chief Executive Officer, Chief

              
	 
      	
                Operating
      Officer and Chief Financial

              
	 
      	
                Officer

              


      

    

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
PAGES FOR INVESTORS FOLLOW]

    
       

      [Signature
Page to Securities Purchase Agreement]
 

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Securities Purchase Agreement as
of the date first written above.

     

    
      
        
          
            
              	
                      Independence
      Blue Cross

                    
	 
      
	
                      By:

                    	
                      /s/
      Joseph A. Frick

                    
	Name: Joseph
      A. Frick
	Title:   President
      & Chief Executive Officer
	 
      
	
                      Investment
      Amount and Units Purchased at Initial Closing:

                    
	
                      $4,400,001
      Investment Amount - 1,466,667 Units Purchased

                    
	 
      
	
                      Investment
      Amount and Units Purchased at Subsequent Closing:

                    
	
                      $600,000
      Investment Amount – 200,000 Units Purchased

                    
	 
      
	
                      Tax
      ID No.: 23-0370270

                    
	 
      
	
                      ADDRESS
      FOR NOTICE

                    
	 
      
	
                      Independence
      Blue Cross

                    
	
                      1901
      Market Street

                    
	
                      Philadelphia,
      PA 19103

                    
	
                      Attention:
      Alan Krigstein

                    
	
                        
      Chief Financial Officer

                    
	
                      Facsimile
      No.: 215-241-2624

                    
	
                      *E-mail:  Alan.Krigstein@ibx.com

                    
	 
      
	
                      With
      a copy to:

                    
	 
      
	
                      Independence
      Blue Cross

                    
	
                      1901
      Market Street

                    
	
                      Philadelphia,
      PA 19103

                    
	
                      Attn.:
      Thomas O’Connell

                    
	
                        Senior
      Counsel

                    
	
                      Facsimile
      No.: 215-241-3824

                    
	
                      *E-mail: Thomas.Oconnell@ibx.com