Exhibit 10.22
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SECURITIES CONTRIBUTION AGREEMENT
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BY AND AMONG
HEALTH BENEFITS DIRECT CORPORATION
MARLIN CAPITAL PARTNERS I, LLC
SCOTT FROHMAN
CHARLES EISSA
PLATINUM PARTNERS II, LLC
AND
DANA BOSKOFF
DATED AS OF SEPTEMBER 9, 2005
TABLE OF CONTENTS
PAGE
ARTICLE I
THE TRANSACTION
Section 1.01
The Contribution................................................1
Section 1.02
Consideration...................................................1
Section 1.03
Closing.........................................................2
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE TRANSFERORS
Section 2.01
Corporate Existence.............................................2
Section 2.02
Authorization; Validity.........................................2
Section 2.03
No Conflict.....................................................3
Section 2.04
Consents and Approvals..........................................3
Section 2.05
Capitalization..................................................3
Section 2.06
Purchase Entirely for Own Account...............................4
Section 2.07
Transferor Address, Access to Information, Experience, Etc......4
Section 2.08
Restricted Securities...........................................4
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF HBDC
Section 3.01
Corporate Existence.............................................5
Section 3.02
Authorization; Validity.........................................5
Section 3.03
No Conflict.....................................................5
Section 3.04
Consents and Approvals..........................................5
Section 3.05
Valid Issuance of Exchange Shares...............................6
ARTICLE IV
INDEMNIFICATION
Section 4.01
Indemnification of Transferors..................................6
Section 4.02
Indemnification of HBDC.........................................6
ARTICLE V
MISCELLANEOUS
Section 5.01
Fees and Expenses...............................................7
Section 5.02
Entire Agreement................................................7
Section 5.03
Notices.........................................................7
Section 5.04
Amendments; Waivers.............................................7
Section 5.05
Construction....................................................7
Section 5.06
Successors and Assigns..........................................7
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TABLE OF CONTENTS
(continued)
PAGE
Section 5.07
No Third-Party Beneficiaries....................................8
Section 5.08
Governing Law...................................................8
Section 5.09
Survival........................................................8
Section 5.10
Execution.......................................................8
Section 5.11
Severability....................................................8
Section 5.12
Pronouns........................................................8
Section 5.13
Remedies........................................................9
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SECURITIES CONTRIBUTION AGREEMENT
THIS SECURITIES
CONTRIBUTION
AGREEMENT (this "AGREEMENT") is entered into
as of this
9th day of
September,
2005 by and
among
Health
Benefits
Direct
Corporation,
a Delaware corporation ("HBDC"), Marlin Capital Partners I, LLC, a
Florida limited liability company ("MARLIN"), Scott Frohman
("FROHMAN"), Charles
Eissa ("EISSA"), Platinum Partners II, L.L.C. ("PLATINUM II"), a
Florida limited
liability company, and Dana Boskoff ("BOSKOFF").
W I T N E S S E T H:
WHEREAS,
Marlin, Frohman, Eissa and Platinum II (each, a "TRANSFEROR," and
collectively,
the "TRANSFERORS") together own all of the issued and outstanding
equity securities of Platinum Partners, LLC, a Florida limited
liability company
("PLATINUM"),
Health
Benefits
Direct
II,
LLC, a Florida
limited
liability
company
("HBDII"),
and Health
Benefits
Direct
III,
LLC, a Florida
limited
liability company ("HBDIII");
WHEREAS,
the Board of Directors
of HBDC,
and the members and managers of
Platinum,
HBDII and HBDIII (the "TRANSFERRED
COMPANIES")
believe it is in the
best interests of their
respective
companies for the Transferred
Companies to
become wholly-owned
subsidiaries of HBDC by having the Transferors,
subject to
and in accordance with the terms and conditions set forth herein,
contribute all
of their membership interests in the Transferred
Companies (the "INTERESTS") to
HBDC, in exchange for 7,500,000 shares (the "EXCHANGE
SHARES") of HBDC's common
stock,
$.001 par value per share (the "COMMON
STOCK"),
which shall
represent
100% of
HBDC's
Common
Stock
immediately
upon the
Closing
(as
hereinafter
defined); and
WHEREAS, the parties desire to make certain representations,
warranties and
agreements in connection with the transactions provided for herein.
NOW,
THEREFORE,
in
consideration
of
the
respective
representations,
warranties,
agreements and covenants
contained herein, and for such other good
and
valuable
consideration,
the receipt and
sufficiency
of which are hereby
acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
THE TRANSACTION
Section
1.01
THE
CONTRIBUTION.
On
the
Closing
Date
(as
hereinafter
defined),
and at the
Closing
Time (as
hereinafter
defined),
subject in all
instances
to
each
of
the
terms,
conditions,
provisions,
and
limitations
contained in this Agreement, the Transferors shall contribute,
transfer, convey,
and assign to HBDC,
free and clear of any and all liens and
charges,
and HBDC
shall acquire from the Transferors, their Interests, comprising, as
to each such
Transferor,
its entire ownership interest in the Transferred Companies, so that
thereafter HBDC shall become the sole holder of the Interests.
Section 1.02 CONSIDERATION. As consideration for contributing its
Interests
to HBDC as provided in Section 1.01 above,
each Transferor shall be entitled to
receive that number of Exchange
Shares set forth
opposite its name on SCHEDULE
1.02 attached hereto and made a part hereof.
Section 1.03 CLOSING.
(a)
The
closing
of
the
transactions
contemplated
hereby
(the
"CLOSING") shall be held
simultaneously with the execution of this Agreement at
such times and place as the parties hereto may mutually agree. The
date on which
the Closing
actually occurs is referred to herein as the "CLOSING DATE" and the
time at which the Closing occurs is referred to herein as the
"CLOSING TIME."
(b)
On the Closing Date, and at the Closing Time,
HBDC shall deliver
to each
Transferor a certificate (or
certificates),
registered in the name of
such Transferor or its nominee,
representing
that number of Exchange Shares to
be received by it pursuant to Schedule 1.02, and each
Transferor
shall deliver
to HBDC one or more limited
liability
company interest
certificates,
or such
other
evidence of ownership
that is
reasonably
satisfactory
to HBDC and its
counsel, representing all of such Transferor's Interests,
accompanied by a duly
executed transfer instrument in form and substance mutually
satisfactory to the
parties (this exchange,
together with all other related
transactions
provided
for in this Agreement are collectively referred to herein as the
"TRANSACTION").
For the
avoidance
of doubt,
to the
extent
that any
Transferor's
ownership
interest in a Transferred
Company is not certificated on the Closing Date, this
Section
1.03(b) does not create an obligation on the part of such
Transferor to
certificate such ownership interest.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE TRANSFERORS
Each of the
Transferors,
recognizing that HBDC is relying on the contents
of this
Article II as a material
inducement
to its
execution,
delivery
and
performance
of this
Agreement,
hereby
represents
and warrants,
jointly and
severally, to HBDC as follows:
Section 2.01 CORPORATE
EXISTENCE.
Each of the Transferred
Companies is a
limited liability company, duly organized, validly existing and in
good standing
under the laws of the
State of
Florida,
possessing
the
requisite
power and
authority to own,
operate and lease its properties and assets,
and to carry on
its business as now and as currently proposed to be conducted.
Each Transferred
Company is duly
qualified as a foreign
corporation
to do business,
and is in
good standing,
in each jurisdiction where the character of the properties owned
or leased by it, or the nature of its activities,
is such that qualification as
a foreign corporation in that jurisdiction is required by law. True
and accurate
copies of the,
certificate of
incorporation,
bylaws,
partnership
agreement,
articles
of
organization,
operating
agreement,
or such
other
constitutive
documents,
as the case may be,
each as amended
and in effect on and as of the
Closing (the "ORGANIZATIONAL DOCUMENTS"), of the Transferred
Companies have been
delivered to HBDC.
Section
2.02
AUTHORIZATION;
VALIDITY.
Each of the
Transferors
has all
requisite
power
and
authority
to enter
into
this
Agreement
and all other
documents and
instruments
required to be executed by it in connection with the
Transaction (together,
the "TRANSFEROR RELATED AGREEMENTS").
The execution and
delivery
of
this
Agreement
and the
Transferor
Related
Agreements
and the
consummation
of the
Transaction
have been duly
authorized
by all
necessary
action,
corporate,
partnership,
limited liability company or otherwise and no
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further action is required on the part of the
Transferors
and the
Transferred
Companies,
as the case may be, to authorize
the execution and delivery of this
Agreement, the Transferor Related Agreements and the Transaction.
This Agreement
and the Transferor
Related
Agreements have been duly executed and delivered by
the Transferors, and, assuming the due authorization,
execution and delivery by
the other parties hereto and thereto,
constitute a valid and binding obligation
of the Transferors, enforceable in accordance with their respective
terms.
Section 2.03 NO CONFLICT.
The execution and delivery of this Agreement and
any
Transferor
Related
Agreement
by
any
Transferor
does
not,
and
the
consummation
of the
Transaction
will
not,
conflict
with,
or result in any
violation
of, or default
under
(with or without
notice or lapse of time,
or
both),
or give rise to a right of
termination,
cancellation,
modification or
acceleration
of any
obligation or loss of any benefit under (any such event, a
"CONFLICT") (a) any provision of the Transferred
Companies' or any Transferor's
Organizational Documents, (b) any mortgage,
indenture, lease, contract or other
agreement or instrument or permit, concession, franchise or license
to which the
Transferred Companies or any Transferor are subject, or (c) any
judgment, order,
decree,
statute,
law,
ordinance,
rule
or
regulation
applicable
to
the
Transferred
Companies or any
Transferor,
or their
respective
properties
or
assets.
Section 2.04 CONSENTS AND APPROVALS. No consent, waiver, approval,
order or
authorization
of, or
registration,
declaration
or filing
with,
any
court,
administrative
agency or commission or other federal,
state,
county, local or
foreign
governmental
authority,
instrumentality,
agency
or
commission
(a
"GOVERNMENTAL
ENTITY") or other third party, including a party to any agreement
with
the
Transferred
Companies
or any
Transferor
(so as not to
trigger
a
Conflict),
is required by or with respect to the
Transferred
Companies or any
Transferor in connection
with the execution and delivery of this
Agreement and
the Transferor Related Agreements or for consummation of the
Transaction, except
for such consents, waivers, approvals,
orders,
authorizations,
registrations,
declarations and filings as may be required under applicable
securities laws.
Section 2.05 CAPITALIZATION.
(a)
All of the Interests of the
Transferred
Companies are listed on
SCHEDULE 2.05 attached hereto and made a part hereof, and the
Interests are held
solely by the Transferors.
The Interests are duly
authorized,
validly issued,
fully
paid and
nonassessable
and are not
subject
to any
preemptive
right,
whether created by statute, the Transferred Companies'
Organizational Documents
or any agreement to which either the Transferred
Companies or any Transferor is
a party or by which the
Transferred
Companies or any Transferor is bound,
and
such Interests were issued in compliance
with all federal and state
securities
laws.
There are no declared or unpaid accrued
dividends with respect to any of
the Interests.
(b)
The Transferors
hold no other equity
securities,
or securities
convertible
into,
exchangeable
for,
exercisable
for
or in
any
other
way
evidencing
the right to receive
equity
securities
of any of the
Transferred
Companies, authorized, issued or outstanding other than the
Interests.
(c)
Each Transferor owns the Interests set forth opposite its name on
Schedule
2.05 free and clear of any and all liens,
claims,
encumbrances,
and
rights of others.
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(d)
Each Transferor is
