X0303 4 2010-03-26 0 0001309442 HEALTH BENEFITS DIRECT CORP HBDT.OB 0001408321 Tecce Frederick C. 150 N. RADNOR CHESTER RD. SUITE B-101 RADNOR PA 19087 1 0 1 0 Series A Convertible Preferred Stock 2010-03-26 4 P 0 250000 A 2010-03-26 Common Stock 5000000 1250000 I See Footnote Warrant to Purchase Common Stock 0.20 2010-03-26 4 P 0 5000000 A 2010-03-26 2015-03-26 Common Stock 5000000 25000000 I See Footnote Each share of Series A Convertible Preferred Stock is convertible into 20 shares of common stock, subject to certain adjustments. There is no expiration date for the conversion of the Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock and warrants to purchase common stock were purchased in a rights offering of Units, with each Unit consisting of 250 shares of Series A Convertible Preferred Stock and a five-year warrant to purchase 5,000 shares of common stock at a subscription price of $1,000 per Unit. Consists of securities held by The Co-Investment Fund II, L.P. (the "Fund"), the designee of Cross Atlantic Capital Partners, Inc., of which Mr. Tecce is the managing director. The Reporting Person disclaims beneficial ownership of the securities held by the Fund except to the extent of his pecuniary interest therein. /s/ Anthony R. Verdi, Attorney-in-fact 2010-03-30