Exhibit 10.24
LOCK-UP AGREEMENT
The
undersigned is the beneficial
owner of shares of common stock,
$0.001
par value per
share
(the
"COMMON
STOCK"),
securities
substantially
similar to the Common Stock ("OTHER SECURITIES"), or securities
convertible into
or
exercisable
or
exchangeable
for the
Common
Stock
or
Other
Securities
("Convertible
Securities"),
of Health Benefits Direct Corporation,
a Delaware
corporation
(the
"COMPANY"),
(including
shares of Common
Stock
acquired in
connection with the
contribution
by such persons of certain limited
liability
company
membership
interests of predecessor
businesses to the Company),
such
securities,
and
all
such
additional
securities
owned
or
acquired
by the
undersigned,
subject to this Agreement.
The undersigned
understands
that the
Company
intends
to
enter
into
a
reverse
merger
transaction
with
a
publicly-traded
company,
concurrently
with
a
private
placement
of
up
to
$7,500,000 worth of Units,
with each Unit consisting of 50,000 shares of Common
Stock and a warrant to
purchase
25,000
shares of Common
Stock (the
"FUNDING
TRANSACTIONS").
In
recognition
of the benefit that the Funding
Transactions
will
confer upon the undersigned, and for other good and valuable
consideration,
the
receipt
and
sufficiency
of which are
hereby
acknowledged,
the
undersigned
agrees,
for the
benefit
of the
Company,
and each
investor
in the
Funding
Transaction,
that,
during the period
ending twenty four (24) months after the
closing of the Funding Transactions (the "Lock Up Period"), the
undersigned will
not,
without the prior written
consent of the investors
holding a majority of
the Common Stock underlying the Units, 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
Common
Stock,
Other
Securities,
or
Convertible
Securities,
beneficially
owned
(within
the
meaning of Rule 13d-3
under the
Securities
Exchange Act of 1934, as amended),
by the
undersign
