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
