EXHIBIT 4.3






Exhibit 4.3




FORM OF WARRANT



NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) (A) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY OR (II) RULE
144 OR RULE 144A UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES AND THE
SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT SECURED BY SUCH SECURITIES.




HEALTH BENEFITS DIRECT CORPORATION




WARRANT




			
	Warrant No. HB-P01
	 	Date of Original Issuance: January 14, 2009






     Health Benefits Direct Corporation, a Delaware corporation (the “Company”), hereby certifies
that, for value received, Co-Investment Fund II, L.P. or its registered assigns (the “Holder”), is
entitled to purchase from the Company, subject to the terms and conditions set forth herein:



     (a) at any time and from time to time after the Stockholder Approval Deadline (as defined in
the Securities Purchase Agreement and until and including the earliest to occur of (i) the Call
Event Expiration Date, (ii) the Common Stock Authorization Date (as defined below), and (iii)
January 14, 2014 up to a total of 1,000,000 shares of Series A Convertible Preferred Stock, $0.001
par value per share (the “Preferred Stock”) of the Company at an exercise price equal to $4.00 per
share (as adjusted from time to time as provided herein, the “Preferred Stock Exercise Price”); and



     (b) at any time and from time to time after the Common Stock Authorization Date and until and
including the earlier to occur of (i) the Call Event Expiration Date, and (ii) January 14, 2014 up
to a total of 20,000,000 shares of Common Stock, $0.001 par value per share (the “Common Stock”) of
the Company at an exercise price equal to $0.20 per share (as adjusted from time to time as
provided herein, the “Common Stock Exercise Price”); provided, that in the event that this Warrant
has been exercised for Preferred Stock prior to the Common Stock Authorization Date, the number of
shares of Common Stock for which this Warrant may



 









 




thereafter be exercised will be reduced by a number of shares of Common Stock equal to the
number of shares of Common Stock that would have been issuable upon such exercise for Preferred
Stock had the Common Stock Authorization Date occurred prior to such exercise for Preferred Stock.



This Warrant will expire on the date (the “Expiration Date”) which is the earlier to occur of (i)
the Call Event Expiration Date and (ii) January 14, 2014. The shares of Preferred Stock or Common
Stock issuable pursuant to this Warrant are sometimes hereinafter referred to as the “Warrant
Shares” and individually as a “Warrant Share”). The Preferred Stock Exercise Price and the Common
Stock Exercise Price are sometimes hereinafter referred to as the “Exercise Price.” This warrant
and any warrants issued in exchange, transfer or replacement hereof, are referred to herein as the
“Warrant.”




     1. Definitions. In addition to the terms defined elsewhere in this Warrant,
capitalized terms that are not otherwise defined herein shall have the meanings given to such terms
in the Securities Purchase Agreement dated as of January 14, 2009 by and among the Company and the
investors thereto (the “Securities Purchase Agreement”).



     2. Registration of Warrant. The Company shall register this Warrant, upon records to
be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record
Holder hereof from time to time. The Company may deem and treat the registered Holder of this
Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to
the Holder, and for all other purposes, absent actual notice to the contrary.



     3. Registration of Transfers. The Company shall register the transfer of any portion
of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of
Assignment attached hereto duly completed and signed, to the Company at its address specified
herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in
substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the
portion of this Warrant so transferred shall be issued to the transferee and a New Warrant
evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the
transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed
the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.



     4. Exercise and Duration of Warrants. This Warrant shall be exercisable by the
registered Holder at any time and from time to time on or after the date hereof to and including
the Expiration Date. At 11:59 p.m., New York City time on the Expiration Date, subject to Section
12, the portion of this Warrant not exercised (or called) prior thereto shall be and become void
and of no value.



     5. Delivery of Warrant Shares; Disposition of Warrants and Warrant Shares.



          (a) To effect exercises hereunder, the Holder shall not be required to physically surrender
this Warrant. Execution and delivery via facsimile of the Exercise Notice with respect to less than
all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and
issuance of a New Warrant evidencing the right to purchase the



2









 






remaining number of Warrant Shares. Execution and delivery via facsimile of the Exercise
Notice for all of the Warrant Shares shall have the same effect as cancellation of the original
Warrant after delivery of the Warrant Shares. Upon such delivery of the attached Exercise Notice to
the Company (with the attached Warrant Shares Exercise Log) at its address for notice set forth
herein and upon (1) payment of the then-applicable Exercise Price multiplied by the number of
Warrant Shares that the Holder intends to purchase hereunder or (2) notifying the Company that this
Warrant is being exercised pursuant to a Cashless Exercise (as defined below), the Company shall on
or before the third (3rd) Trading Day after receipt thereof issue and deliver to the
Holder, a certificate for the Warrant Shares issuable upon such exercise. The Company shall, upon
request of the Holder and subsequent to the date on which a registration statement covering the
resale of the Warrant Shares has been declared effective by the Securities and Exchange Commission,
use commercially reasonable efforts to deliver Warrant Shares hereunder electronically through the
Depository Trust Corporation or another established clearing corporation performing similar
functions (“DTC”), if available, provided, that, the Company may, but will not, be required to
change its transfer agent if its current transfer agent cannot deliver Warrant Shares
electronically through the DTC. A “Date of Exercise” means the date on which the Holder shall have
delivered to the Company: (i) the Exercise Notice (with the Warrant Exercise Log attached to it)
via facsimile, appropriately completed and duly signed and (ii) payment of the Exercise Price for
the number of Warrant Shares so indicated by the Holder to be purchased (or notice of a Cashless
Exercise) as provided above. On the Date of Exercise, the Holder shall be deemed for all corporate
purposes to have become the holder of record of the Warrant Shares with respect to which this
Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the
Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as
the case may be).




          (b) The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms
hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to
enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any
judgment against any Person or any action to enforce the same, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other
Person of any obligation to the Company or any violation or alleged violation of law by the Holder
or any other Person, and irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law
or in equity including, without limitation, a decree of specific performance and/or injunctive
relief with respect to the Company’s failure to timely deliver certificates representing shares of
Common Stock upon exercise of this Warrant or to credit such shares to the Holder’s DTC account (as
the case may be) as required pursuant to the terms hereof.




          (c) The Warrants and Warrant Shares (collectively, the “Securities”) may only be disposed of
in compliance with state and federal securities laws and the provisions related to transfer and
other provisions related to the Securities set forth in the Securities Purchase Agreement,
including without limitation, Sections 4.2 and 4.14 thereof.






3









 





          (d) The Warrants shall contain the legend set forth above and the stock certificates
evidencing the Warrant Shares will contain the following legend, until such time as
they are not required under the conditions described in the Securities Purchase Agreement:






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.




     6. Charges, Taxes and Expenses. Issuance and delivery of certificates for Warrant
Shares upon exercise of this Warrant shall be made without charge to the Holder for any issue or
transfer tax, transfer agent fee or other similar incidental tax or expense in respect of the
issuance of such certificates, all of which such taxes and expenses shall be paid by the Company;
provided, however, that the Company shall not be required to pay any tax which may be payable in
respect of any transfer involved in the registration of any certificates for Warrant Shares or
Warrants in a name other than that of the Holder or any of its affiliates. The Holder shall be
responsible for all other tax liability that may arise as a result of holding or transferring this
Warrant or receiving Warrant Shares upon exercise hereof.



     7. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon
cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and a
customary and reasonable indemnity (which shall not include a surety bond), if requested.
Applicants for a New Warrant under such circumstances shall also comply with such other reasonable
procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New
Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver
such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue
the New Warrant.



     8. Reservation of Warrant Shares. The Company covenants that it will at all times
reserve and keep available out of the aggregate of its authorized but unissued and otherwise
unreserved shares of Preferred Stock or Common Stock, as the case may be, solely for the purpose of
enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of
Warrant Shares which are then issuable and deliverable upon the exercise of this entire Warrant,
free from preemptive rights or any other contingent purchase rights of Persons other than the
Holder (taking into account the adjustments and restrictions of Section 9). The Company
covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment
of the applicable Exercise Price (or notice of a Cashless Exercise) in accordance



4









 




with the terms hereof, be duly and validly authorized, issued and fully paid and
nonassessable. If, notwithstanding the foregoing, and not in limitation thereof, at any time while
any of the Warrants (as defined in the Securities Purchase Agreement) remain outstanding the
Company does not have a sufficient number of authorized and unreserved shares of Preferred Stock or
Common Stock to satisfy its then applicable obligation to reserve for issuance upon exercise of the
Warrants at least a number of shares of Preferred Stock or Common Stock equal to the maximum number
of shares as shall from time to time be necessary to effect the exercise of all of the Warrants
then outstanding (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company
shall as promptly as practicable thereafter take all action necessary to increase the Company’s
authorized shares of Preferred Stock or Common Stock to an amount sufficient to allow the Company
to reserve the Required Reserve Amount for the Warrants then outstanding. Without limiting the
generality of the foregoing sentence, as promptly as practicable after the date of the occurrence
of an Authorized Share Failure, the Company shall hold a meeting of its stockholders for the
approval of an increase in the number of authorized shares of Preferred Stock or Common Stock. In
connection with such meeting, the Company shall provide each stockholder with a proxy statement and
shall use its reasonable best efforts to solicit its stockholders’ approval of such increase in
authorized shares of Preferred Stock or Common Stock and to cause its board of directors to
recommend to the stockholders that they approve such proposal.




     9. Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon
exercise of this Warrant are subject to adjustment from time to time as set forth in this
Section 9.



          (a) Stock Dividends and Splits. If the Company, at any time while this Warrant is
outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any
class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding
shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of
Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be
multiplied by a fraction of which the numerator shall be the number of shares of Common Stock
outstanding immediately before such event and of which the denominator shall be the number of
shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to
clause (i) of this paragraph shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution, and any adjustment
pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the
effective date of such subdivision or combination. If any event requiring an adjustment under this
paragraph occurs during the period that an Exercise Price is calculated hereunder, then the
calculation of such Exercise Price shall be adjusted appropriately to reflect such event.




          (b) Fundamental Transactions. If, at any time while this Warrant is outstanding, (1)
the Company effects any merger or consolidation of the Company with or into another Person, (2) the
Company effects any sale of all or substantially all of its assets in one or a series of related
transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is
completed pursuant to which holders of Common Stock are permitted to tender or exchange their
shares for other securities, cash or property, or (4) the Company effects any reclassification of
the Common Stock or any compulsory share exchange pursuant to which



5









 






the Common Stock is effectively converted into or exchanged for other securities, cash or
property (in any such case, a “Fundamental Transaction”), then the Holder shall have the right
thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash
or property as it would have been entitled to receive upon the occurrence of such Fundamental
Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the
number of shares of Common Stock then issuable upon exercise in full of this Warrant (the
“Alternate Consideration”) (assuming for the purposes of this calculation that this Warrant is then
exercisable for Common Stock). For purposes of any such exercise, the determination of the
Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on
the amount of Alternate Consideration issuable in respect of one share of Common Stock in such
Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate
Consideration in a reasonable manner reflecting the relative value of any different components of
the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the
same choice as to the Alternate Consideration it receives upon any exercise of this Warrant
following such Fundamental Transaction. The terms of any agreement pursuant to which a Fundamental
Transaction is effected shall include terms requiring any such surviving entity to comply with the
provisions of this paragraph (b) and insuring that the Warrant (or any such replacement security)
will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.




          (c) Adjustment upon Issuance of shares of Common Stock. If and whenever on or after
the date of the Securities Purchase Agreement but prior to the date that is two years after the
Common Stock Authorization Date, the Company issues or sells, or in accordance with this Section 9
is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of
shares of Common Stock owned or held by or for the account of the Company, but excluding any
Excluded Securities, for a consideration per share (the “New Issuance Price”) less than a price
(the “Applicable Price”) equal to the Common Stock Exercise Price in effect immediately prior to
such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then
immediately after such Dilutive Issuance, the Common Stock Exercise Price then in effect shall be
reduced to a price equal to the New Issuance Price and the Preferred Stock Exercise Price shall be
reduced to a price equal to the product of (a) the New Issuance Price times (b) 20. For purposes
of determining the adjusted Exercise Price under this Section 9(c) the following shall be
applicable:





     (i) Issuance of Options. If the Company in any manner grants or sells any
Options and the lowest price per share for which one share of Common Stock is issuable upon
the exercise of any such Option or upon conversion, exercise or exchange of any Convertible
Securities issuable upon exercise of any such Option is less than the Applicable Price, then
such share of Common Stock shall be deemed to be outstanding and to have been issued and
sold by the Company at the time of the granting or sale of such Option for such price per
share. For purposes of this Section 9(c)(i), the “lowest price per share for which one share
of Common Stock is issuable upon the exercise of any such Options or upon conversion,
exercise or exchange of any Convertible Securities issuable upon exercise of any such
Option” shall be equal to the sum of the lowest amounts of consideration (if any) received
or receivable by the Company with respect to any one share of Common Stock upon the granting
or sale of the Option, upon exercise of



6









 






the Option and upon conversion, exercise or exchange of any Convertible Security
issuable upon exercise of such Option. Except as contemplated below, no further adjustment
of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock
or of such Convertible Securities upon the exercise of such Options or upon the actual
issuance of such shares of Common Stock upon conversion, exercise or exchange of such
Convertible Securities.




     (ii) Issuance of Convertible Securities. If the Company in any manner issues
or sells any Convertible Securities and the lowest price per share for which one share of
Common Stock is issuable upon the conversion, exercise or exchange thereof is less than the
Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to
have been issued and sold by the Company at the time of the issuance or sale of such
Convertible Securities for such price per share. For the purposes of this Section 9(c)(ii),
the “lowest price per share for which one share of Common Stock is issuable upon the
conversion, exercise or exchange thereof” shall be equal to the sum of the lowest amounts of
consideration (if any) received or receivable by the Company with respect to one share of
Common Stock upon the issuance or sale of the Convertible Security and upon conversion,
exercise or exchange of such Convertible Security. Except as contemplated below, no further
adjustment of the Exercise Price shall be made upon the actual issuance of such shares of
Common Stock upon conversion, exercise or exchange of such Convertible Securities, and if
any such issue or sale of such Convertible Securities is made upon exercise of any Options
for which adjustment of this Warrant has been or is to be made pursuant to other provisions
of this Section 9(c), except as contemplated below, no further adjustment of the Exercise
Price shall be made by reason of such issue or sale.




     (iii) Change in Option Price or Rate of Conversion. If the purchase or exercise
price provided for in any Options, the additional consideration, if any, payable upon the
issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which
any Convertible Securities are convertible into or exercisable or exchangeable for shares of
Common Stock increases or decreases at any time, the Exercise Price in effect at the time of
such increase or decrease shall be adjusted to the Exercise Price which would have been in
effect at such time had such Options or Convertible Securities provided for such increased
or decreased purchase price, additional consideration or increased or decreased conversion
rate, as the case may be, at the time initially granted, issued or sold. For purposes of
this Section 9(c)(iii), if the terms of any Option or Convertible Security that was
outstanding as of the date of issuance of this Warrant are increased or decreased in the
manner described in the immediately preceding sentence, then such Option or Convertible
Security and the shares of Common Stock deemed issuable upon exercise, conversion or
exchange thereof shall be deemed to have been issued as of the date of such increase or
decrease. No adjustment pursuant to this Section 9(c) shall be made if such adjustment would
result in an increase of the Exercise Price then in effect.




     (iv) Calculation of Consideration Received. In case any Option is issued in
connection with the issue or sale of other securities of the Company, together comprising
one integrated transaction in which no specific consideration is allocated to such Options
by the parties thereto, the Options will be deemed to have been issued for a consideration



7









 






of $0.01. If any shares of Common Stock, Options or Convertible Securities are issued
or sold or deemed to have been issued or sold for cash, the consideration received therefor
will be deemed to be the net amount received by the Company therefor. If any shares of
Common Stock, Options or Convertible Securities are issued or sold for a consideration other
than cash, the amount of such consideration received by the Company will be the fair value
of such consideration, except where such consideration consists of securities, in which case
the amount of consideration received by the Company for each such security will be the VWAP
of such security for the five (5) Trading Day Period immediately preceding the date of
receipt. If any shares of Common Stock, Options or Convertible Securities are issued to the
owners of the non-surviving entity in connection with any merger in which the Company is the
surviving entity, the amount of consideration therefor will be deemed to be the fair value
of such portion of the net assets and business of the non-surviving entity as is
attributable to such shares of Common Stock, Options or Convertible Securities, as the case
may be. The fair value of any consideration other than cash or securities will be determined
jointly by the Company and the Holder. If such parties are unable to reach agreement within
ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”),
the fair value of such consideration will be determined within five (5) Trading Days after
the tenth (10th) day following the Valuation Event by an independent, reputable
appraiser jointly selected by the Company and the Holder. The determination of such
appraiser shall be final and binding upon all parties absent manifest error and the fees and
expenses of such appraiser shall be borne by the Company.




     (v) Record Date. If the Company takes a record of the holders of shares of
Common Stock for the purpose of entitling them (A) to receive a dividend or other
distribution payable in shares of Common Stock, Options or in Convertible Securities or (B)
to subscribe for or purchase shares of Common Stock, Options or Convertible Securities, then
such record date will be deemed to be the date of the issue or sale of the shares of Common
Stock deemed to have been issued or sold upon the declaration of such dividend or the making
of such other distribution or the date of the granting of such right of subscription or
purchase (as the case may be).



          (d) Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price
pursuant to paragraphs (a) or (c) of this Section, unless waived in writing by the Holder with
respect to a particular adjustment, the number of Warrant Shares that may be purchased upon
exercise of this Warrant shall be increased or decreased proportionately, so that after such
adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares
shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.




          (e) Calculations. All calculations under this Section 9 shall be made to the
nearest cent or the nearest 1/100th of a share, as applicable. The number of shares of
Common Stock outstanding at any given time shall not include shares owned or held by or for the
account of the Company, and the disposition of any such shares shall be considered an issue or sale
of Common Stock.



8









 







          (f) Notice of Adjustments. Upon the occurrence of each adjustment pursuant
to this Section 9, the Company at its expense will promptly compute such adjustment in
accordance with the terms of this Warrant and promptly prepare a certificate setting forth such
adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of
Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable),
describing the transactions giving rise to such adjustments and showing in detail the facts upon
which such adjustment is based. Upon written request of a Holder, the Company will promptly deliver
a copy of each such certificate to the Holder and to the Company’s transfer agent.




          (g) Notice of Corporate Events. If the Company (i) declares a dividend or any other
distribution of cash, securities or other property in respect of its Common Stock, including,
without limitation, any granting of rights or warrants to subscribe for or purchase any capital
stock of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement
contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes
the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the
Company shall deliver to the Holder a notice describing the material terms and conditions of such
transaction, at least 10 calendar days prior to the applicable record or effective date on which a
Person would need to hold Common Stock in order to participate in or vote with respect to such
transaction, and the Company will take all steps reasonably necessary in order to insure that the
Holder is given the practical opportunity to exercise this Warrant prior to such time so as to
participate in or vote with respect to such transaction; provided, however, that the failure to
deliver such notice or any defect therein shall not affect the validity of the corporate action
required to be described in such notice. To the extent that any notice provided hereunder
constitutes, or contains, material, non-public information, the Company shall simultaneously file
such notice pursuant to a Current Report on Form 8-K.




     10. Payment of Exercise Price. The Holder shall pay the Exercise Price by delivery to
the Company of immediately available funds. Notwithstanding anything contained herein to the
contrary, the Holder may, in its sole discretion, unless a Preliminary Call Event has occurred
prior to such Exercise Date (and only for so long as such Preliminary Call Event is continuing) or
the Company has timely delivered an effective notice of a Call Event to the Holder prior to the
Exercise Date, exercise this Warrant in whole or in part and, in lieu of making the cash payment
otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate
Exercise Price, elect instead to receive upon such exercise the “Net Number” of Warrant Shares
determined according to the following formula (a “Cashless Exercise”):



	 	 	 	 	 	 	 
	 

	 	Net Number =
	 	(A x B) - (A x C)
 

B
	 	 
	 	 	     For purposes of the foregoing formula:	 	 







A= the total number of Warrant Shares with respect to which this Warrant is then
being exercised.




B= the VWAP of the shares of Common Stock for the 5 Trading Day period immediately
preceding the date of the Exercise Notice




C= the Common Stock Exercise Price then in effect for the applicable Warrant
Shares at the time of such exercise (assuming for such purpose that the Common Stock
Authorization Date has occurred).



9









 





     11. No Rights as Stockholder. Until the exercise of this Warrant, the Holder shall
not have or exercise any rights by virtue hereof as a stockholder of the Company. In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to
purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the
Company, whether such liabilities are asserted by the Company or by creditors of the Company.
Notwithstanding this Section 11, the Company shall provide the Holder with copies of the same
notices and other information given to the stockholders of the Company generally, contemporaneously
with the giving thereof to the stockholders.



     12. Call Event. At any point after which (a) the Common Stock Authorization Date has
occured and (b) the VWAP of the Common Stock for a minimum of 20 consecutive Trading Days shall
have been equal to at least eight times (8x) the Exercise Price (a “Call Event”), the Company may,
at its option, provide written notice of such Call Event to all, but not less than all, holders of
Warrants (as defined in the Securities Purchase Agreement) within 10 Trading Days after the
occurrence of the Call Event, in which case, the date that is ten business days after the Company
has provided such written notice to all such holders of a Call Event shall be the “Call Event
Expiration Date.” For the avoidance of doubt, at 11:59 p.m., New York City time on the Call Event
Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void
and of no value as further set forth below in this Section 12. Notwithstanding the foregoing, a
notice of a Call Event shall not be effective with respect to the Holder unless (i) one or more
Registration Statement(s) covering all of the shares issuable upon exercise of the Warrants held by
the Holder is (or are, as the case may be) effective and is (or are, as the case may be) not then
suspended and no stop order is in effect with respect thereto, and the Holder is able to sell all
such shares pursuant to such Registration Statement(s) through the Call Event Expiration Date, (ii)
on each Trading Day during the thirty (30) Trading Day period immediately preceding the Call Event
Expiration Date (the “Requisite Period”), all of the Warrant Shares then issuable upon exercise of
the Warrants held by the Holder are freely tradable, without restriction (subject to compliance
with prospectus delivery requirements to the extent applicable), on an Eligible Market (other than
such shares which are properly excluded from one or more Registration Statements pursuant to the
terms of the Registration Rights Agreement), (iii) on each day during the Requisite Period, the
Warrant Shares then issuable upon exercise of the Warrants held by the Holder are designated for
listing on an Eligible Market and shall not have been suspended from trading on such exchange, (iv)
the Company shall have, at all times during the Requisite Period, delivered Warrant Shares upon
exercise of the Warrants held by a Holder on a timely basis in accordance with the provisions of
the Securities Purchase Agreement and this Warrant, and (v) the Holder is able to sell all shares
issuable upon exercise of the Warrants held by the Holder at all times through the Call Event
Expiration Date without any liability under Section 16(b) of the Exchange Act. For purposes of
Section 10 hereof, “Preliminary Call Event” shall occur at any point after which (a) the Common
Stock Authorization Date has occured and (b) the VWAP of the Common Stock for a minimum of 10
consecutive Trading Days shall have been equal to at least eight times (8x) the Exercise Price and
the other conditions of a Call Event set forth above capable of being satisfied prior to such point
are satisfied (including, without limitation, that one or more Registration Statement(s) covering
all of the shares issuable upon exercise of the Warrants held by the Holder (other than



10









 




such shares which are properly excluded therefrom pursuant to the terms of the Registration
Rights Agreement) is (or are, as the case may be) effective and is (or are, as the case may be) not
then suspended and no stop order is in effect with respect thereto).




     13. No Fractional Shares. No fractional shares of Warrant Shares will be issued in
connection with any exercise of this Warrant. In lieu of any fractional shares which would,
otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied
by the VWAP of the shares of Common Stock for the 5 Trading Day period immediately preceding the
Date of Exercise (which VWAP shall be multiplied by 20 for fractional shares of Preferred Stock)..



     14. Notices. Any and all notices or other communications or deliveries hereunder
(including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given
and effective on the earliest of (i) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number specified in this Section prior to 5:30 p.m. (New
York City time) on a Trading Day, (ii) 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 on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any
Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized
overnight courier service with next day delivery specified, or (iv) upon actual receipt by the
party to whom such notice is required to be given. The addresses for such communications shall be:
(i) if to the Company, to Health Benefits Direct Corporation, Health Benefits Direct Corporation,
150 N. Radnor-Chester Road, Radnor, PA 19087, Facsimile: (484) 654-2212, Attention: Chief Financial
Officer, or such other address as the Company shall so notify the Holder, or (ii) if to the Holder,
to the address or facsimile number appearing on the Warrant Register or such other address or
facsimile number as the Holder may provide to the Company in accordance with this Section.



     15. Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon
10 days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into
which the Company or any new warrant agent may be merged or any corporation resulting from any
consolidation to which the Company or any new warrant agent shall be a party or any corporation to
which the Company or any new warrant agent transfers substantially all of its corporate trust or
shareholders services business shall be a successor warrant agent under this Warrant without any
further act. Any such successor warrant agent shall promptly cause notice of its succession as
warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s
last address as shown on the Warrant Register.



     16. Additional Definitions. For purposes of this Warrant, the following terms shall
have the following meanings:



     (a) “Bloomberg” means Bloomberg Financial Markets.



     (b) “Common Stock Deemed Outstanding” means, at any given time, the number of shares of Common
Stock actually outstanding at such time, plus the number of shares of Common Stock deemed to be
outstanding pursuant to Sections 9(c))(i) and (ii) hereof regardless of whether the Options or
Convertible Securities are actually exercisable at such time.



11









 





     (c) “Convertible Securities” means any stock or securities (other than Options) directly or
indirectly convertible into or exercisable or exchangeable for shares of Common Stock.



     (d) “Common Stock Authorization Date” means the date on which either (1) an amendment to the
Company’s certificate of incorporation increasing the number of the Company’s authorized shares of
Common Stock to 200,000,000 shall have been filed with Secretary of State of the State of Delaware
and become effective or (2) the full number of shares of Common Stock issuable upon conversion or
exercise of all securities issued by the Company pursuant to the Securities Purchase Agreement are
available and have been reserved for issuance.



     (e) “Eligible Market” means the Principal Market, The New York Stock Exchange, Inc., the
Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or the American
Stock Exchange.



     (f) “Excluded Securities” means Options, Convertible Securities or Common Stock issued or
issuable: (i) upon exercise of the Warrants, (ii) upon conversion of any Options or Convertible
Securities which are outstanding on the date hereof, (iii) pursuant to any equity compensation plan
or arrangement, or (iv) in connection with mergers, acquisitions, strategic business partnerships
or alliances, joint ventures, bank financings (or similar financings), vendor, supplier and
consulting arrangements, equipment or other leases or other transactions, the primary purpose of
which, in the reasonable judgment of the Company’s Board of Directors, is not to raise additional
equity capital or convertible debt.



     (g) “Options” means any rights, warrants or options to subscribe for or purchase shares of
Common Stock or Convertible Securities.



     (h) “Person” means an individual, a limited liability company, a partnership, a joint venture,
a corporation, a trust, an unincorporated organization, any other entity and a government or any
department or agency thereof.



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



     (j) “Successor Entity” means the Person formed by, resulting from or surviving any Fundamental
Transaction.



     (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 time).



     (l) “VWAP” means, for any security as of any date, the dollar volume-weighted



12









 




average price for such security on the Principal Market (or, if the Principal Market is not
the principal trading market for such security, then on the principal securities exchange or
securities market on which such security is then traded) 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
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 Holder. If the Company and the Holder are unable to agree upon
the fair market value of such security, then such dispute shall be resolved in accordance with the
procedures in Section 20. All such determinations shall be appropriately adjusted for any share
dividend, share split or other similar transaction during such period.




     17. Rights Upon Distribution of Assets. If the Company shall declare or make any
dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares
of Common Stock, by way of return of capital or otherwise (including, without limitation, any
distribution of cash, stock or other securities, property or options by way of a dividend, spin
off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the
Holder will be entitled to participate in such Distribution to the same extent that the Holder
would have participated therein if the Holder had held the number of shares of Common Stock
acquirable upon complete exercise of this Warrant (assuming for such purpose that this Warrant is
then exercisable for Common Stock) immediately before the date on which a record is taken for such
Distribution, or, if no such record is taken, the date as of which the record holders of shares of
Common Stock are to be determined for the participation in such Distribution..



     18. Purchase Rights. In addition to any adjustments pursuant to Section 9 above, if
at any time the Company grants, issues or sells any Options, Convertible Securities or rights to
purchase stock, warrants, securities or other property pro rata to the record holders of any class
of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder
could have acquired if the Holder had held the number of shares of Common Stock acquirable upon
complete exercise of this Warrant (assuming for such purpose that this Warrant is then exercisable
for Common Stock) immediately before the date on which a record is taken for the grant, issuance or
sale of such Purchase Rights, or, if no such record is taken, the date as of which the record
holders of shares of Common Stock are to be determined for the grant, issue or sale of such
Purchase Rights.



13









 





     19. Noncircumvention. The Company hereby covenants and agrees that the Company will
not, by amendment of its Certificate of Incorporation, bylaws or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms of this Warrant, and will at all times in good faith carry out all the
provisions of this Warrant and take all action as may be required to protect the rights of the
Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the
par value of any shares of Common Stock receivable upon the exercise of this Warrant above the
Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares
upon the exercise of this Warrant, and (iii) shall, so long as any of the Warrants are outstanding,
take all action necessary to reserve and keep available out of its authorized and unissued Warrant
Shares, solely for the purpose of effecting the exercise of the Warrants, the maximum number of
shares of Common Stock as shall from time to time be necessary to effect the exercise of the
Warrants then outstanding (without regard to any limit on exercise contained therein).



     20. Miscellaneous.



          (a) This Warrant shall be binding on and inure to the benefit of the parties hereto and their
respective permitted successors and assigns. Subject to the preceding sentence, nothing in this
Warrant shall be construed to give to any Person other than the Company and the Holder any legal or
equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in
writing signed by the Company and the Holder and their successors and assigns.




          (b) All questions concerning the construction, validity, enforcement and interpretation of
this Warrant 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 legal proceedings concerning the interpretations, enforcement and defense of this
Warrant and the transactions herein contemplated (“Proceedings”) (whether brought against a party
hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the
state and federal courts sitting in the City of Wilmington, State of Delaware (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, 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
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 Warrant 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 Warrant or the transactions contemplated
hereby. If either party shall commence a Proceeding to enforce any provisions of this Warrant, then
the prevailing party in such Proceeding shall be reimbursed by the other party for its attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of
such Proceeding.




14









 








          (c) The headings herein are for convenience only, do not constitute a part of
this Warrant and shall not be deemed to limit or affect any of the provisions hereof.




          (d) In case any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining terms and provisions
of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt
in good faith to agree upon a valid and enforceable provision which shall be a commercially
reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision
in this Warrant.




[SIGNATURE PAGE FOLLOWS]




15









 




IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized
officer as of the date first indicated above.




	 	 	 	 	 	 	 
	 	 	HEALTH BENEFITS DIRECT CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/S/ ANTHONY R. VERDI
 

Anthony R. Verdi
	 	 
	 

	 	Title:
	 	Chief Financial Officer