exv10w1



 





Exhibit 10.1




CONSENT AND LOCK-UP AGREEMENT




     This Consent and Lock-Up Agreement (this “Agreement”) is made as of the 5th day of April, 2007
by Scott Frohman (“Frohman”) and Health Benefits Direct Corporation (the “Company”).



     WHEREAS, Frohman is a party to the Lock-Up Agreement dated November 23, 2005 (the “Lock-Up
Agreement”), under which 50% of Frohman’s holdings of Common Stock (“Common Stock”), securities
substantially similar to the Common Stock (“Other Securities”), and convertible into or exercisable
or exchangeable for the Common Stock or Other Securities (“Convertible Securities”) of the Company
were locked up until November 23, 2007 (the “Locked-Up Securities”) and 50% of Frohman’s holdings
of Common Stock, Other Securities and Convertible Securities were locked up until November 23, 2006
(the “Released Securities”), subject to certain exceptions; and



     WHEREAS, Frohman and the Company entered into a Separation Agreement, dated as of December 7,
2006 (the “Separation Agreement”) under which the Released Securities were locked up in favor of
the Company until June 7, 2008, subject to certain exceptions; and



     WHEREAS, Frohman desires to sell up to 1.3 million of the Released Securities prior to the
expiration of the lock-up restrictions under the Separation Agreement, and the Company is willing
to consent to the release of such Released Securities therefrom in consideration for a lock-up
until May 23, 2008 by Frohman in favor of the Company of 50% of the Locked-Up Securities (the “May
2008 Locked-Up Securities”); and



     WHEREAS, the Company and Frohman desire to effect the foregoing by entering into this
Agreement on the terms set forth herein.



     NOW THEREFORE, intending to be legally bound and for good and valid consideration the
sufficiency of which is hereby acknowledged, Frohman and the Company agree as follows:




			
	1.	 	CONSENT TO RELEASE OF LOCK-UP.





     (a) The Company hereby consents to the release from the restrictions of Section 4 of the
Separation Agreement of such number of Released Securities as Frohman shall sell on the date of
this Agreement in one or more block trades under the Registration Statement on Form SB-2 (No.
333-133182), up to a maximum of 1.3 million Released Securities. Any remaining Released Securities
not sold in accordance with the foregoing sentence (the “Remaining Released Securities”) shall
remain subject to the restrictions under Section 4 of the Separation Agreement; provided, however,
that notwithstanding anything else in the Separation Agreement, none of the Remaining Released
Securities shall be sold, transferred, hedged or pledged in any manner until July 5, 2007.



     (b) The definition of “Released Securities” under the Separation Agreement is hereby amended
so that it shall have the meaning set forth in this Agreement.



 









 





			
	2.	 	LOCK-UP.





     (a) For the avoidance of any doubt, Frohman also has approximately 1,500,000 shares that are
subject to a lock-up in favor of the Company and others until November 23, 2007. After that date
one-half or approximately 750,000 shares may be sold by Frohman free of any restrictions and the
remaining approximately 750,000 shares are subject to the lock-up in the next sentence. Frohman
agrees, for the benefit of the Company, that, during the period ending May 23, 2008, with respect
to the May 2008 Locked-Up Securities Frohman will not, without the prior written consent of the
Company, directly or indirectly, (i) offer, sell, offer to sell, contract to sell, hedge, pledge,
sell any option or contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase or sell (or announce any offer, sale, offer of sale, contract of sale,
hedge, pledge, sale of any option or contract to purchase, purchase of any option or contract of
sale, grant of any option, right or warrant to purchase or other sale or disposition), or otherwise
transfer or dispose of (or enter into any transaction or device which is designed to, or could be
expected to, result in the disposition by any person at any time in the future), any shares of the
May 2008 Locked-Up Securities or (ii) enter into any swap or other agreement or any transaction
that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership
of the May 2008 Locked-Up Securities, whether any such swap or transaction described in clause (i)
or (ii) above is to be settled by delivery of Common Stock, Other Securities, or Convertible
Securities, in cash or otherwise.



     (b) In furtherance of the foregoing, the Company and its transfer agent are hereby authorized
to decline to make any transfer of securities if such transfer would constitute a violation or
breach of this Section.



     (c) Notwithstanding the foregoing, Frohman may transfer May 2008 Locked-Up Securities (i) as a
bona fide gift or gifts, provided that prior to such transfer the donee or donees thereof agree in
writing to be bound by the restrictions set forth herein, (ii) to any trust, partnership,
corporation or other entity formed for the direct or indirect benefit of the undersigned or the
immediate family of Frohman, provided that prior to such transfer a duly authorized officer,
representative or trustee of such transferee agrees in writing to be bound by the restrictions set
forth herein, and provided further that any such transfer shall not involve a disposition for value
or (iii) if such transfer occurs by operation of law, such as rules of descent and distribution,
statutes governing the effects of a merger or a qualified domestic order, provided that prior to
such transfer the transferee executes an agreement stating that the transferee is receiving and
holding the shares subject to the provisions of this agreement. For purposes hereof, “immediate
family” shall mean any relationship by blood, marriage or adoption, not more remote than first
cousin.



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	3.	 	EFFECT OF AGREEMENT.





     This Agreement shall have no other effect on the terms and conditions of the Separation
Agreement except as set forth in Section 1 of this Agreement.




			
	4.	 	ENTIRE AGREEMENT.





     This Agreement sets forth the entire understanding and supersedes all prior and
contemporaneous oral and written agreements between the parties relating to the subject matter
contained herein or therein, and merges all prior and contemporaneous discussions between them.



     IN WITNESS WHEREOF, Frohman and the Company have executed this Consent and Lock-Up Agreement
as of the day and year first above written.



	 	 	 	 	 	 	 
	HEALTH BENEFITS
DIRECT
CORPORATION	 	SCOTT FROHMAN	 	 
	By:	 	
ANTHONY R. VERDI
 

Name: Anthony R. Verdi

Title: Chief Financial Officer
	 	SCOTT FROHMAN
 
	 	 







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