exv10w1



 





Exhibit 10.1




AGREEMENT TO TRANSFER PARTNERSHIP INTERESTS




     This Agreement to Transfer Partnership Interests (this “Agreement”) is executed and delivered
as of October 1, 2007, and is by and among the former BileniaTech, L.P. partners who hold
partnership interests in Atiam Technologies L.P., as set forth on the signature page hereto (each,
a “BileniaTech Holder” and collectively, the “BileniaTech Holders”) and HBDC Acquisition, LLC, a
Delaware limited liability company (“Acquisition Sub”).



W I T N E S S E T H:




     WHEREAS, Acquisition Sub is a wholly owned subsidiary of Health Benefits Direct Corporation
(“HBDC”) formed by HBDC for the purpose of acquiring all of the general and limited partnership
interests of Atiam Technologies L.P., a Delaware limited partnership (“Atiam”);



     WHEREAS, the general and limited partnership interests of Atiam are held by the BileniaTech
Holders and by System Consulting Associates, Inc., a Pennsylvania corporation (“SCA”);



     WHEREAS, SCA owns 59.4% of the limited partnership interests in Atiam and 60% of the member
interests in Atiam Technologies GP LLC, a Delaware limited liability company, and the sole general
partner of Atiam (the “Atiam General Partner”), which Atiam General Partner owns a 1.0% general
partner interest in Atiam; and the BileniaTech Holders collectively own 39.6% of the limited
partnership interests in Atiam and Noah Prywes, a BileniaTech Holder, owns 40% of the member
interests in the Atiam General Partner (collectively, the “BileniaTech Atiam Interests”);



     WHEREAS, HBDC, Acquisition Sub, SCA and the shareholders of SCA are all parties to that
certain Agreement and Plan of Merger, dated September 21, 2007 ( the “Merger Agreement”), pursuant
to which SCA will merge with and into Acquisition Sub;



     WHEREAS, one of the closing conditions to the consummation of the transactions contemplated by
the Merger Agreement is the acquisition, by Acquisition Sub, of all of the BileniaTech Atiam
Interests; and



     WHEREAS, each BileniaTech Holder has agreed to sell his, her or its BileniaTech Atiam Interest
to HBDC, or an affiliate of HBDC, either directly or through a transaction effected by SCA, and
each BileniaTech Holder has executed and delivered an irrevocable power of attorney granting Robert
Oakes, the President of SCA, the authority to execute documents, such as this Agreement, on his,
her or its behalf to effect such sale and transfer of his, her or its BileniaTech Atiam Interest.



     NOW, THEREFORE, the parties hereto, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, and
intending to incorporate the above recitals herein, agree as follows:



 









 





A G R E E M E N T:




     1. Sale and Transfer. In exchange for the payment of the consideration set forth on
Schedule A attached to this Agreement and made a part hereof, the receipt and sufficiency
of which is hereby acknowledged, upon execution of this Agreement by the parties hereto, each
BileniaTech Holder does hereby transfer and convey to Acquisition Sub his, her or its BileniaTech
Atiam Interest, together with and including as a part thereof, all right, title and interest of
such BileniaTech Holder, including all rights to distributions, income, profits, losses and return
of capital. For the avoidance of doubt, the sale and transfer hereunder by Noah Prywes includes
the sale of his 40% member interest in the Atiam General Partner. Each such BileniaTech Atiam
Interest is transferred free of all Liens (as defined in the Merger Agreement).



     2. Payment of Purchase Price. Acquisition Sub shall pay the consideration set forth
on Schedule A to each of the BileniaTech Holders in accordance with the instructions provided by
Robert J. Oakes.



     3. Execution of a Registration Rights Agreement. As noted on Schedule A
attached hereto, the sale and transfer of the BileniaTech Atiam Interest held by Computer Command
and Control Company is subject to and conditioned upon execution and delivery of a Registration
Rights Agreement between HBDC and Computer Command and Control Company.



     4. Delivery of Accredited Investor Questionnaire. The issuance of shares of common
stock, par value $0.001 per share, of HBDC (the “Common Stock”) as consideration for the
BileniaTech Atiam Interest held by Computer Command and Control Company, as set forth on
Schedule A, is subject to and conditioned upon execution and delivery to HBDC of an
executed accredited investor questionnaire by Computer Command and Control Company.



     5. Withdrawal.



          (a) Simultaneously with the sale set forth in Section 1 of this Agreement and the payment of
the consideration as described in Section 2 of this Agreement, each BileniaTech Holder hereby
withdraws from Atiam as a limited partner and ceases to be a limited partner of Atiam, and has no
further right to exercise any right or power as a limited partner of Atiam.




          (b) Simultaneously with the sale set forth in Section 1 of this Agreement and the payment of
the consideration as described in Section 2 of this Agreement, Noah Prywes hereby ceases to be a
member of the Atiam General Partner and ceases to hold any general partnership interest in Atiam,
and has no further right to exercise any right or power as a general partner of Atiam.




     6. Future Cooperation. Each of the parties hereto agrees to cooperate at all times
from and after the date hereof with respect to all of the matters described herein, and to execute
such further assignments, releases, consents, notifications and other documents as may be
reasonably requested for the purpose of giving effect to, or evidencing or giving notice of, the
transactions contemplated by this Agreement.



 









 





     7. Governing Law. This Agreement shall be construed and enforced in accordance with
and governed by the laws of the State of Delaware, without giving effect to the conflicts of laws
provisions thereof.



     8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, executors, personal representatives, successors and
assigns.



 









 




IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day
and year first written above.




HBDC ACQUISITION, LLC




	 	 	 	 	 
	/s/ Anthony R. Verdi	 	 
	 	 	 
	By:

	 	Anthony R. Verdi	 	 
	Title:

	 	President	 	 






BILENIATECH HOLDERS:




Computer Command and Control Company




	 	 	 	 	 
	 

	 	*	 	 
	 	 	 
	By:

	 	Noah Prywes	 	 
	Its:

	 	President	 	 
	 
	 	 	 	 
	 

	 	*	 	 
	 	 	 
	Noah Prywes	 	 
	 
	 	 	 	 
	 

	 	*	 	 
	 	 	 
	Anthony Newshel	 	 
	 
	 	 	 	 
	 

	 	*	 	 
	 	 	 
	Dominique Butts	 	 
	 
	 	 	 	 
	 

	 	*	 	 
	 	 	 
	Jeffrey Derr	 	 
	 
	 	 	 	 
	 

	 	*	 	 
	 	 	 
	Amy Fritsky	 	 
	 
	 	 	 	 
	*
	 	 	 	 
	 	 	 
	By: Robert J. Oakes as Attorney-in-Fact