CLIENT TRANSITION AGREEMENT

Exhibit 10.31

EXECUTION VERSION

CLIENT TRANSITION AGREEMENT

     This CLIENT TRANISITION AGREEMENT (the “ Agreement ”) is made and entered into as of February ___, 2009 between eHealthInsurance Services, Inc., a Delaware corporation (“ eHealth ”) and Health Benefits Direct Corporation, a Delaware corporation and its wholly owned subsidiary HBDC II, Inc, also a Delaware Corporation (collectively, “ HBDC ”).

RECITALS

     A. HBDC or an employee or former employee sales agent serves as broker of record for a number of individual and family major medical (“ IFP ”) health insurance policies and ancillary policies (e.g., dental, life and vision insurance) sold along or bundled with such policies (collectively, the “ Policies ”).

     B. HBDC desires to transfer to eHealth broker of record (“ BOR ”) status and the right to receive commissions on all of the in-force Policies issued by the Specified Carriers, including those issued after the date hereof, but excluding the Excluded Policies (collectively, the “ Transition Policies ”).

     C. eHealth desires to compensate HBDC, as described in this Agreement, for the transfer of BOR status and the right to receive commissions on the Transition Policies.

     NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINITIONS

     1.1 Capitalized Terms . The following capitalized terms shall have the meanings set forth below:

          (a) “ Acquisition Proposal ” shall have the meaning set forth in Section 6.5 .

          (b) “ Action or Proceeding ” shall mean any action, suit, proceeding, arbitration or governmental or regulatory investigation or audit.

          (c) “ Agreement ” shall have the meaning set forth in the preamble above, together with all exhibits and schedules hereto.

          (d) “ Ancillary Agreements ” shall mean the Marketing and Referral Agreement and the Collateral Agreements.

          (e) “ Assumed Obligations ” shall have the meaning set forth in Section 2.5 .

          (f) “ Books and Records ” shall mean all papers and records (in paper or electronic format) in the care, custody or control of HBDC relating to the Transition Policies, including the applications for the Transition Policies, the full names, addresses (including Zip Code), e-mail addresses, dates of birth, gender and tobacco usage information (yes/no) of the holders of the Transition Policies, and any and all opt-out lists pertaining to the holders of the Transition Policies, in such electronic form and format as may be reasonably requested by eHealth.

          (g) “ BOR ” shall have the meaning set forth in Recital B .

          (h) “ Business ” shall have the meaning set forth in Section 4.1 .

          (i) “ Carrier Book ” shall mean with respect to a particular Specified Carrier all of the Transition Policies issued by that Specified Carrier.

          (j) “ Collateral Agreements ” shall have the meaning set forth in Section 2.4 .

          (k) “ Closing ” shall have the meaning set forth in Section 3.1 .

          (l) “ Closing Date ” shall have the meaning set forth in Section 3.1 .

          (m) “ Conflict ” shall mean any event that would constitute a conflict, breach, violation or default (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.

          (n) “ Confidentiality Agreement ” shall mean the Reciprocal Non-Disclosure Agreement between eHealth and HBDC dated April 1, 2008.

          (o) “ Contract ” shall mean any mortgage, indenture, lease, contract, purchase order, covenant or other agreement, instrument or commitment, permit, concession, franchise or license.

          (p) “ eHealth shall have the meaning set forth in the preamble above.

          (q) “ Estimated Lifetime Value ” shall mean with respect to a Specified Carrier’s Carrier Book the value of such Carrier Book as determined and agreed upon by eHealth and HBDC. The Estimated Lifetime Value shall equal the difference between (i) the anticipated regular commission payments to eHealth on the Specified Carrier’s Carrier Book for in-force Transition Policies between February 1, 2009 and January 31, 2014 as a result of the BOR Transfer relating to such Specified Carrier; and (ii) the amount of the Assumed Obligation for historical commission advances made by such Specified Carrier to HBDC (if any).

          (r) “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

          (s) “ Excluded Liabilities ” shall have the meaning set forth in Section 2.6 .

          (t) “ Excluded Policies ” shall have the meaning set forth in Section 2.2.

          (u) “ Governmental Entity ” shall mean any U.S. or foreign, national, federal, state, municipal or local or other government, court, administrative agency or commission, court tribunal or judicial or arbitral body or other governmental body, authority, instrumentality, agency or commission.

          (v) “ HBDC ” shall have the meaning set forth in the preamble above.

          (w) “ IFP ” shall have the meaning set forth in Recital A .

          (x) “ Indemnification Claim ” shall have the meaning set forth in Section 8.3 .

          (y) “ Indemnification Objection Notice ” shall have the meaning set forth in Section 8.3 .

          (z) “ Initial BOR Transfer Payment ” shall mean, with respect to each Carrier Book that is a part of the BOR Transfer, twenty percent (20%) of the Estimated Lifetime Value of such Carrier Book.

          (aa) “ Lead ” shall mean shall mean health insurance prospect or member information belonging to HBDC.

          (bb) “ Lead Database ” shall mean the full names, addresses (including Zip Code), date of birth, gender and tobacco usage information (yes/no) and e-mail addresses of all of the Leads in the possession of HBDC or any Subsidiary of HBDC as of the first Closing, and any and all opt-out lists pertaining to such Leads, in such electronic form and format as may be reasonably requested by eHealth

          (cc) “ Liability ” shall mean any liability or obligation (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, whether incurred or consequential and whether due or to become due), including any liability for taxes.

          (dd) “ Lien ” shall mean any pledge, lien, security interest, charge, claim, equity, encumbrance, restriction on transfer, conditional sale or other title retention device or arrangement (including a capital lease), transfer for the purpose of subjection to the payment of any indebtedness, or restriction on the creation of any of the foregoing, whether relating to any property or right or the income or profits therefrom.

          (ee) “ Loss ” shall have the meaning set forth in Section 8.2 .

          (ff) “ Marketing and Referral Agreement ” shall mean the Marketing and Referral Agreement between eHealth and HBDC, the form of which is attached hereto as Schedule 1.1(ff) .

          (gg) “ Nasdaq ” means the Nasdaq Global Market.

          (hh) “ Officer’s Certificate ” shall have the meaning set forth in Section 7.2(d) .

          (ii) “ Ordinary Course of Business ” shall mean the ordinary course of business, consistent with past practice (including with respect to quantity and frequency).

          (jj) “ Person ” shall mean any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity, as well as any syndicate or group of any of the foregoing.

          (kk) “ Policies ” shall have the meaning set forth in Recital A .

          (ll) “ Purchaser Indemnified Parties ” shall have the meaning set forth in Section 8.2 .

          (mm) “ SEC ” means the Securities and Exchange Commission.

          (nn) “ Securities Act ” shall mean the Securities Act of 1933, as amended.

          (oo) “ Specified Carriers ” shall mean Aetna, Inc., Golden Rule Insurance Company (“ GRIC ”), Humana, Inc., PacifiCare, Inc., Time Insurance Company (marketed under the brand name Assurant Health) and United Healthcare Insurance Co..

          (pp) “ Subsidiary ” or “ Subsidiaries ” shall mean, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at any time directly or indirectly owned by such Person.

          (qq) “ Third Party Claim ” shall have the meaning set forth in Section 8.5 .

          (rr) “ Transition Assets ” shall mean the BOR Transfer, the Books and Records and the Lead Database.

          (ss) “ Transition Policies ” shall have the meaning set forth in Recital B .

     Other capitalized terms shall have the meaning ascribed to such terms in other portions of this Agreement.

     1.2 Construction .

          (a) As used in this Agreement, the words “include” and “including” and variations thereof will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.”

          (b) Except as otherwise indicated, all references in this Agreement to “Articles,” “Schedules,” and “Sections” are intended to refer to Articles, Schedules, and Sections to this Agreement.

          (c) The headings in this Agreement are for convenience of reference only, will not be deemed to be a part of this Agreement, and will not be referred to in connection with the construction or interpretation of this Agreement.

ARTICLE II

CLIENT TRANSITION

     2.1 BOR Transfer/Books and Records . In one or more Closings and subject to the terms and conditions set forth in this Agreement (including the conditions to Closing set forth in Article VII ), HBDC shall transfer and assign to eHealth, or shall cause to be transferred and assigned to eHealth, free and clear of any and all Liens (other than Assumed Obligations) the following: (i) BOR status on, and all right to receive commissions on premiums paid for, all Transition Policies (collectively, the “ BOR Transfer ”); and (ii) the Books and Records. As more fully described in Article III , the BOR Transfer may take place in successive Closings on a Carrier Book basis.

     2.2 Excluded Policies. The Transition Policies shall not include, and HBDC shall not transfer and assign to eHealth, BOR status and the right to receive commissions on (a) any policy, including any ancillary policy, underwritten by a carrier other than a Specified Carrier; (b) the policies listed on Exhibit A to HBDC’s BOR letters to the Specified Carriers dated January 22, 2009; or (c) any policy identified as and for which commissions are paid by a Specified Carrier as a Short Term policy (collectively, the “ Excluded Policies ”).

     2.3 Transfer of Lead Database . In the first Closing, HBDC shall deliver, assign and transfer the Lead Database to eHealth in such electronic format as reasonably requested by eHealth.

     2.4 Assignments. HBDC shall deliver or cause to be delivered to eHealth, duly executed by HBDC, or any other Person required, such other good and sufficient instruments of assignment and transfer, in form and substance reasonably acceptable to eHealth, as shall be effective to vest in eHealth BOR status on, and all right to receive commissions on premiums paid for, all Transition Policies, including without limitation any BOR letter or other agreement or document requested by a Specified Carrier (such instruments being collectively referred to herein as the “ Collateral Agreements ”).

     2.5 Assumed Obligations . As of the Closing of that portion of the BOR Transfer relating to a Specified Carrier’s Carrier Book, eHealth hereby agrees to assume the following, and only the following, obligations of HBDC to such Specified Carrier (collectively, the “ Assumed Obligations ”):

     eHealth shall assume the Liabilities of HBDC to the Specified Carrier up to the amounts set forth on Schedule 2.5 for historical commission advances on Transition Policies made by the Specified Carrier to HBDC (the “ Limited Commission Advance Liability ”). eHealth shall assume the Limited Commission Advance Liability only to the extent such Liability is offset against commission payments that would otherwise have been made to eHealth on the Transition Policies (excluding Excluded Policies) of the Specified Carrier and that such offset is consistent with such Specified Carrier’s commission advance offset practices with HBDC prior to the date of this Agreement.

     2.6 Liabilities Not Assumed . Other than the Assumed Obligations, eHealth shall not assume by virtue of this Agreement, and shall have no liability or obligation for, any Liability of HBDC or its Subsidiaries (the “ Excluded Liabilities ”), including (without limitation) the Excess GRIC

Liability and the other Liabilities listed below, and HBDC shall retain and pay, satisfy, discharge and perform all such Liabilities, including (without limitation) the following Excluded Liabilities:

          (a) The Liability of HBDC for commission advances other than as specifically set forth in Section 2.5 , including without limitation the Liability of HBDC to GRIC for commission advances or other amounts in excess of the amount set forth on Schedule 2.5 (the “ Excess GRIC Liability ”). .

          (b) Any Liability of HBDC as a result of any Action or Proceeding initiated at any time to the extent caused by any action or inaction that occurred or condition that existed on or prior to the Closing Date;

          (c) Any Liability of HBDC for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby;

          (d) Any Liability of HBDC under any Contract;

          (e) Any Liability pertaining to HBDC’s business and arising out of or resulting from noncompliance on or prior to the Closing Date with any laws, statutes, ordinances, rules, regulations, orders, determinations, judgments or directives, whether legislatively, judicially or administratively promulgated;

          (f) Any Liability in respect of accounts payable, or payable obligations of HBDC (except as expressly set forth in Section 2.5 );

          (g) Any Liability for taxes of HBDC or any of its Subsidiaries for any taxable period or portion thereof, or relating or attributable to the Transition Policies or the Lead Database for any taxable period or portion thereof, ending on and including the Closing Date; eHealth will be liable for any taxes for any taxable period or portion thereof, or relating or attributable to the Transition Policies or the Lead Database for any taxable period or portion thereof, beginning on and including the day after the Closing Date; and

          (h) Any Liability of any Subsidiary of HBDC.

ARTICLE III

CLOSING AND CONSIDERATION

     3.1 Closing. Any Closing of the transactions contemplated by this Agreement (the “ Closing ”) will take place at the offices of eHealth, 440 East Middlefield Road, Mountain View, California 94043, commencing at 9:00 a.m., Pacific Standard Time, two business days following the satisfaction or written waiver of the last of the conditions of Closing as set forth in Article VII hereof, or on such other date and time as the parties may mutually determine (the “ Closing Date ”). If the conditions to Closing (as set forth in Article VII ), as they relate to that portion of the BOR Transfer relating to a Specified Carrier’s Carrier Book, are satisfied (or waived in writing), the parties shall hold successive Closings and each such Closing shall relate to that portion of the BOR Transfer that relates to such Carrier Book and for which the conditions to Closing are satisfied (or

waived in writing). Under such circumstances, the Books and Records relating to the Transition Policies (or holders thereof) of such Specified Carrier shall be assigned and transferred at the same Closing. The date of each successive closing shall be a Closing Date.

     3.2 Consideration . In addition to assuming Assumed Obligations, as consideration for the BOR Transfer (or portion thereof occurring at a Closing) and the covenants of HBDC:

          (a) Initial BOR Transfer Payment . eHealth shall pay to HBDC II (by wire transfer in accordance with written instructions delivered by HBDC to eHealth at a Closing) within 2 days after the Closing of a portion of the BOR Transfer relating to a Specified Carrier’s Carrier Book, the Initial BOR Transfer Payment relating to such Specified Carrier’s Carrier Book. Notwithstanding the foregoing, eHealth may pay $966,097 to GRIC in connection with the Closing of the BOR Transfer relating to GRIC, PacifiCare, Inc. and United Healthcare Insurance Co. Transition Policies (the “ GRIC Closing Payment ”). In the event eHealth makes such payment, the Initial BOR Transfer Payment that eHealth is required to make to HBDC II shall be reduced by the amount of the GRIC Closing Payment.

          (b) Transition Policy Commission Payments . Subject to the other provisions of this Agreement, and after the BOR Transfer relating to the Carrier Book of a Specified Carrier, eHealth shall pay to HBDC II an amount equal to forty-five percent (45%) of each commission payment received by eHealth and reported by the Specified Carrier as relating to a Transition Policy (a “ Transition Commission Payment ”) for the duration of the policy, provided that eHealth remains BOR on such Transition Policy. For purposes of calculating the Transition Commission Payment, eHealth shall not be deemed to receive any amount withheld by a Specified Carrier in satisfaction of an Assumed Obligation or an Excluded Liability.

     3.3 Insurance Licenses . HBDC II covenants that HBDC II holds a validly issued health insurance agency license in good standing and is authorized to sell health insurance products in all jurisdictions in the United States. HBDC II shall complete and return to eHealth a Form W-9 and the Affiliate Licensing Form attached hereto as Schedule 3.3 , along with copies of all of its licenses or other satisfactory evidence of licensure. HBDC II further agrees that within fifteen (15) days of its receipt of any additional health insurance agency license(s), it will notify eHealth in writing and provide eHealth with a copy of such license(s). HBDC II shall notify eHealth promptly in writing of any suspension, revocation, termination or non-renewal of any insurance license or the commencement of any proceeding therefore. HBDC II understands and agrees that it must comply with this Section 3.3 and that eHealth must be reasonably satisfied with HBDC II’s licensing documents and licensing status in order for HBDC to be paid Transition Commission Payments in accordance with Section 3.2(b) . Without limiting the foregoing, HBDC II shall not be entitled to receive Transition Commission Payments if it is not appropriately licensed in the relevant jurisdiction and eHealth shall not pay Transition Commission Payments retroactively. Accordingly, to be eligible for Transition Commission Payments for any calendar month, HBDC II must have submitted to eHealth the appropriate licensing documents no later than the 15 ^th day of such month. Notwithstanding, if eHealth is aware of a failure by HBDC II to comply with this Section 3.3 , eHealth will notify HBDC II in accordance with Section 10.1 of such failure and will not withhold Transition Commission Payments if such failure is cured by HBDC II within 15 days of notice by eHealth.

     3.4 Timing and Reporting of Transition Commission Payments . Transition Commission Payments are due and payable on a monthly basis, and shall be paid to HBDC on or before the thirtieth (30 ^th ) day following the last day of the month in which the Transition Commission Payment is earned. Transition Commission Payments will be paid by wire transfer in accordance with written instructions delivered by HBDC to eHealth at a Closing or as may be revised by HBDC from time to time. Transition Commission Payments are earned when eHealth receives a commission payment accurately reported by a Specified Carrier as a commission on a Transition Policy (a “ Transition Policy Commission ”). Transition Commission Payments shall be accompanied by a statement (a “ Transition Commission Payment Statement ”) in both paper and mutually agreeable electronic forms setting forth the calculation of the Transition Commission Payments. Subject to eHealth’s receipt of accurate, complete and timely commission payment data from each Specified Carrier, the Transition Commission Payment Statements shall include, at a minimum (a) the total compensation eHealth received from the Specified Carriers for the Transition Policies for the reported month, (b) the total Transition Commission Payments owed and paid to HBDC for such month, and (c) for each underlying Transition Policy, the name of the Specified Carrier, the commissions received from the Specified Carrier for the reported month, the number of holders of Transition Policies for which commissions were paid, and the name and address of the primary applicant underlying such Transition Policy.

     3.5 Transition Commission Payment Offset . eHealth shall be entitled to offset against amounts owed to HBDC the amount of any prior Transition Commission Payment made by eHealth to HBDC as a result of eHealth’s receipt of a Transition Policy Commission that a Specified Carrier contends was not owed or paid in error due to cancellation of the underlying health insurance policy or otherwise.

     3.6 Right to Audit. HBDC shall have the right to have HBDC employees and/or mutually agreeable external auditors audit the books and records of eHealth related to this agreement up to once a year, to determine eHealth’s compliance and adherence to Section 3.2 (Consideration), Section 3.4 (Timing and Reporting of Transition Commission Payments), = Section 3.5 (Transition Commission Payment Offset) and Section 6.14 (eHealth Receipt of Commission Payments) of this Agreement. HBDC shall give eHealth reasonable prior notice of any such audit, and shall abide by reasonable security and confidentiality procedures during the audit. HBDC shall bear the cost of such audit. eHealth shall have the same right to audit HBDC in accordance with this Section to determine HBDC’s compliance and adherence to Section 6.13 (HBDC Receipt of Commission Payments).

     3.7 Retention of Records. eHealth shall retain all records relating to its performance under this Agreement for six years, or for such period as may be required by applicable law.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF HBDC

     HBDC hereby represents and warrants to eHealth, subject to the specific exceptions disclosed in the disclosure letter and schedules thereto (each referencing or cross-referencing the appropriate Section and paragraph numbers of this Article IV as to which an exception exists and

which exceptions and other information provided in the disclosure letter and schedules thereto shall constitute representations and warranties under this Agreement) delivered by HBDC to eHealth, and dated as of the date hereof (the “ HBDC Disclosure Schedule ”), as follows:

     4.1 Organization .

          (a) Health Benefits Direct Corporation and HBDC II, Inc. (collectively HBDC) are both corporations duly organized, validly existing and in good standing under the laws of the State of Delaware. HBDC has the power and authority to own, lease and operate its assets and property and to carry on its business as now being conducted and is duly qualified or licensed to do business, to perform its obligations as BOR and to receive commission payments for the Transition Policies and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary.

          (b) No other Subsidiary of HBDC is or has been engaged in the operation of the business relating to the sale of the Transition Policies (the “ Business ”) or has or ever had any right to receive commissions as a result of the sale of the Transition Policies. To the extent that any of the Transition Assets have been transferred to HBDC, such transfer was duly authorized by all required corporate action, did not result in a Conflict with any law, rule or regulation, did not breach, violate, create any default or event of default or otherwise result in a Conflict with any agreement, and did not result in the creation of any Lien. No such transfer resulted or will result in any claim that such transfer was invalid or conflicted with the rights of any creditor of HBDC or any other person or entity.

     4.2 Authority. HBDC has all requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of HBDC, and no further action is required on the part of HBDC or any of HBDC’s stockholders to approve this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby have been approved by the Board of Directors of HBDC. This Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby are not required to be approved by the stockholders of HBDC or the Board of Directors or stockholders of any Subsidiary of HBDC. This Agreement has, and upon their execution the Ancillary Agreements will be, duly and validly executed and delivered by HBDC and constitute a valid and binding obligation of HBDC, enforceable against HBDC in accordance with their terms.

     4.3 No Conflict. The execution and delivery of this Agreement by HBDC does not, and the execution and delivery of the Ancillary Agreements and the performance of this Agreement and the Ancillary Agreements will not (a) conflict with or violate the certificate of incorporation or bylaws of HBDC or any Subsidiary of HBDC; (b) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to HBDC or any Subsidiary of HBDC or by which any of their properties are bound or affected; (c) result in the creation of a Lien; or (d) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair the rights of HBDC or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, any note, bond,

mortgage, indenture, Contract, agreement, lease, license, permit, franchise, concession or other instrument or obligation (including any privacy policy or other privacy obligation pursuant to which any information to be transferred to eHealth has been collected), to which HBDC or any of its Subsidiaries is a party or by which the Transition Assets are bound or affected.

     4.4 Indebtedness; Guaranties . Except as set forth on Schedule 2.5 of this Agreement, neither HBDC nor any of its Subsidiaries has any Liability relating to any of the Transition Policies or Transition Assets. Neither HBDC nor any of its Subsidiaries is a guarantor or otherwise liable for any Liability or obligation of any other person or entity for any matter which relates to or affects or will affect the Transition Policies or Transition Assets or eHealth’s right to receive commissions as a result of the BOR Transfer.

     4.5 Absence of Changes. Since December 31, 2008 and except as contemplated by this Agreement, HBDC has conducted the Business only in the Ordinary Course of Business and, without limiting the generality of the foregoing:

          (a) HBDC has not pledged or otherwise encumbered any of the Transition Assets;

          (b) HBDC has not sold, assigned, licensed, leased, transferred or conveyed, or committed to sell, assign, license, lease, transfer or convey, any of the Transition Assets;

          (c) The Transition Policies have not been cancelled and HBDC has the right to receive commissions therefor;

          (d) No Action or Proceeding relating to the Business, the Transition Policies or the Transition Assets has been commenced or threatened, and to the knowledge of HBDC, no reasonable basis exists for any litigation, proceeding or investigation relating to the Business, the Transition Policies or the Transition Assets; and

          (e) There has been no agreement by HBDC, any of its Subsidiaries, or any employees, agents or affiliates of HBDC or any of its Subsidiaries to do any of the things described in the preceding clauses (a) through (d) (other than negotiations with eHealth and their representatives regarding the transactions contemplated by this Agreement).

     4.6 Legal and Other Compliance. The Business has been operated in material compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings and charges thereunder) of federal, state, local and foreign governments (and all agencies thereof). No action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice has been filed or commenced, or to the knowledge of HBDC threatened against HBDC or any of its Subsidiaries, alleging any failure so to comply, nor to the knowledge of HBDC, is there any reasonable basis therefor.

     4.7 Liens. Except as set forth on Schedule 2.5 of this Agreement of the HBDC Disclosure Schedule, HBDC has good and valid title to each of the Transition Assets free and clear of any Liens. No Liens encumber any Transition Asset. No basis exists for the assertion of any claim which, if adversely determined, could result in a Lien on any Transition Asset. No Person other than HBDC possesses any claims or rights with respect to any Transition Asset.

     4.8 Litigation. There is no Action or Proceeding pending before any court or administrative agency against HBDC (or any Subsidiary or affiliate of HBDC or any officer or director of HBDC in their capacity as such) that relates directly or indirectly to the Business or any Transition Asset or that questions the validity of this Agreement or any Ancillary Agreement or of any action taken or to be taken pursuant to or in connection with this Agreement or any Ancillary Agreement. To the knowledge of HBDC, no such Action or Proceeding has been threatened, and HBDC is not aware of any reasonable basis for any such Action or Proceeding. There are no judgments, orders, decrees, citations, fines or penalties heretofore assessed against HBDC or any of its Subsidiaries affecting the Business, any Transition Policy or any Transition Asset under any federal, state, local or foreign law.

     4.9 Consents. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, or notification to, any Governmental Entity or any third party (including a Specified Carrier), including a party to any agreement with HBDC or any of its Subsidiaries (so as not to trigger a Conflict), is required by or with respect to HBDC or any of its Subsidiaries in connection with the execution and delivery of this Agreement or any Ancillary Agreement, or the consummation of the transactions contemplated hereby or thereby (including in order for eHealth to become BOR, and to receive commission payments, on the Transition Policies), except for the consents listed on Schedule 4.9 of the HBDC Disclosure Schedule. Schedule 4.9 of the HBDC Disclosure Schedule includes the reason any consents listed thereon are necessary.

     4.10 Books and Records/Lead Database. The Books and Records (a) are accurate in all material respects, (b) have been maintained in accordance with applicable laws and regulations and (c) are in HBDC’s possession or under its control. The Lead Database was obtained in compliance with all applicable laws, rules and regulations, and the use of the Lead Database by eHealth as contemplated by the Marketing and Referral Agreement will not cause eHealth to be in violation of any law, rule or regulation or cause a Conflict with any Contract of HBDC or any of its Subsidiaries.

     4.11 Solvency . Neither the HBDC nor any of its Subsidiaries has: (a) made a general assignment for the benefit of creditors, (b) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors, (c) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets, (d) suffered the attachment or other judicial seizure of all, or substantially all, of its assets, (e) admitted in writing its inability to pay its debts as they come due, (f) made an offer of settlement, extension or composition to its creditors generally, or (g) taken any corporate action in furtherance of any of the foregoing. HBDC is, and after giving effect to the transactions to be effected pursuant to this Agreement (including the incurrence of all obligations being incurred in connection herewith), will be immediately following the Closing, Solvent. “ Solvent ” means, when used with respect to any Person, that, as of any date of determination: (i) the fair saleable value of such Person’s assets, as of such date, exceeds the value of its liabilities, including all contingent and other liabilities, (ii) such Person will not have, as of such date, an unreasonably small amount of capital for the businesses in which it is engaged or in which management has indicated it intends to engage, and (iii) such Person will be able to pay its liabilities, including all contingent and other liabilities, as they mature. For purposes of this definition: (1) “ fair saleable value ” means the aggregate amount of net consideration (as of any date of determination and giving effect to reasonable and customary costs of sale or taxes, where the probable amount of any such taxes is identified by such Person) that could be expected to be realized from an interested purchaser by a seller, in an arm’s length transaction under present conditions in a current market for the sale of assets of a comparable business enterprise, where both parties are