exv4w18






Exhibit 4.18




FORM OF SUBSCRIPTION RIGHTS CERTIFICATE




	 	 	 
	Rights Certificate No.:                     
	 	Number of Rights:                     





THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE HEALTH BENEFITS DIRECT
CORPORATION (THE “COMPANY”) PROSPECTUS, DATED ___, 2009 (THE “PROSPECTUS”) AND ARE
INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE
COMPANY.




HEALTH BENEFITS DIRECT CORPORATION



INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE




CUSIP NO.: 42220V107




SUBSCRIPTION RIGHTS CERTIFICATE

EVIDENCING SUBSCRIPTION RIGHTS TO PURCHASE

______ UNITS




SUBSCRIPTION PRICE: $1,000 PER UNIT


THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON
FEBRUARY 15, 2010, UNLESS EXTENDED OR THE RIGHTS OFFERING IS TERMINATED BY HEALTH BENEFITS DIRECT
CORPORATION.




REGISTERED OWNER:                                         




     THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the
number of subscription rights (“Rights”) set forth above. Each whole Right entitles the holder
thereof, to subscribe for and purchase, at the subscription price of $1,000 (the “Subscription
Price”), one “Unit”, consisting of 250 shares of Series A preferred stock, par value $0.001 per
share, and a five-year warrant to purchase 5,000 additional shares of common stock, par value
$0.001 per share, of the Company at an exercise price of $0.20 per share, pursuant to a rights
offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the
Prospectus and the “Instructions for Use of Health Benefits Direct Corporation Subscription Rights
Certificates” accompanying this Subscription Rights Certificate (the “Basic Subscription Right”).



     If any of the Units available for purchase in the Rights Offering are not purchased by other
holders of Rights pursuant to the exercise of their Basic Subscription Right (the “Excess Units”),
any Rights holder that exercises its Basic Subscription Right in full may subscribe for



 









 




Excess Units pursuant to the terms and conditions of the Rights Offering, subject to proration, as
described in the Prospectus (the “Over-Subscription Privilege”). The Rights represented by this
Subscription Rights Certificate may be exercised by completing Form 1 and any other appropriate
forms on the reverse side hereof and by returning the full payment of the Subscription Price for
each Right subscribed for pursuant to the Over-Subscription Privilege, in addition to the payment
due for Units purchased through your Basic Subscription Right, in accordance with the “Instructions
for Use of Health Benefits Direct Corporation Subscription Rights Certificates” that accompany this
Subscription Rights Certificate.




     Rights evidenced by this Subscription Rights Certificate may not be transferred or sold. The
subscription rights will not be listed for trading on any stock exchange or on the OTC Bulletin
Board.



     IN WITNESS WHEREOF, the Company has caused this Subscription Rights Certificate to be duly
executed under their corporate seals.


Dated: December ___, 2009




	 	 	 	 	 	 	 
	 	 	HEALTH BENEFITS DIRECT CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Anthony R. Verdi
	 	 
	 

	 	Title:
	 	Chief Financial Officer and

Chief Operating Officer	 	 






 









 





DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE




FOR DELIVERY BY HAND DELIVERY, FIRST CLASS MAIL OR COURIER SERVICE:



Health Benefits Direct Corporation

150 N. Radnor-Chester Road

Suite B-101



Radnor, Pennsylvania 19087

Attention: Francis L. Gillan III



DELIVERY OTHER THAN IN THE MANNER OR TO THE ADDRESSES LISTED

ABOVE WILL NOT CONSTITUTE VALID DELIVERY



PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY



 









 





FORM 1 — EXERCISE OF SUBSCRIPTION RIGHTS




     To subscribe for Units pursuant to your Basic Subscription Right, please complete lines (a)
and (c) and sign under Form 3 below. To subscribe for Units pursuant to your Over-Subscription
Privilege, please also complete line (b) and sign under Form 3 below.







If you have exercised your Basic Subscription Right in full and wish to subscribe for additional
Units pursuant to your Over-Subscription Right:








(c)      Total Amount of Payment Enclosed  = $___




METHOD OF PAYMENT (CHECK ONE):



o Check or bank draft drawn on a U.S. bank, or postal, telegraphic or express money order payable
to “Health Benefits Direct Corporation.” Funds paid by an uncertified check may take at least five
business days to clear.



o Wire transfer of immediately available funds directly to the account maintained by Health
Benefits Direct Corporation for purposes of accepting subscriptions in this Rights Offering (the
“Subscription Account”):




	 	 	 	 	 
	Account Holder:

	 	 	Health Benefits Direct Corporation

	Bank:

	 	 	PNC Bank

	ABA #:

	 	 	031000053	 
	Account No.:

	 	 	862187984	 






 









 





FORM 2 — DELIVERY TO DIFFERENT ADDRESS




     If you wish for the shares of our preferred stock, as well as the warrants, underlying your
subscription rights to be delivered to an address different from that shown on the face of this
Subscription Rights Certificate, please enter the alternate address below, sign under Form 3 and
have your signature guaranteed under Form 4.



 









 





FORM 3 — SIGNATURE




     I acknowledge that I have received the Prospectus for this Rights Offering and I hereby
irrevocably subscribe for the number of Units indicated above on the terms and conditions specified
in the Prospectus.



	 	 	 
	Signature(s)
	 	 
	 

	 	 




IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this
Subscription Rights Certificate in every particular, without alteration or enlargement, or any
other change whatsoever.




 









 








FORM 4 — SIGNATURE GUARANTEE




This form must be completed if you have completed Form 2.



Signature Guaranteed:




	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	(Name of Bank or Firm)	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	(Signature of Officer)	 	 





IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock
broker, savings & loan association or credit union) with membership in an approved signature
guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.