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:
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1.
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CONSENT TO RELEASE OF
LOCK-UP .
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(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
