X0303 4 2009-01-15 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 Common Stock, par value $0.001 per share 100000 D Common Stock, par value $0.001 per share 6350877 I See Footnote Series A Convertible Preferred Stock 0.20 2009-01-15 4 P 0 1000000 4.00 A Common Stock 20000000 1000000 I See Footnote Warrant to Purchase Series A Convertible Preferred Stock 4.00 2009-01-15 4 P 0 1000000 4000000 A 2014-01-14 Series A Convertible Preferred Stock 1000000 1000000 I See Footnote Represents securities owned 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 shares held by the Fund except to the extent of his pecuniary interest therein. The Series A Convertible Preferred Stock is convertible, at the option of the holder, into shares of common stock at any time after the date on which either (a) an amendment to the Company's certificate of incorporation increasing the number of the Company's authorized shares to 200,000,000 shall have become effective and (b) the full number of shares of common stock issuable upon conversion or exercise of the Series A Convertible Preferred Stock and warrants have become available and reserved for issuance upon conversion or exercise of such securities. There is no expiration date. The warrants automatically become exercisable upon the earlier to occur of (a) stockholder approval of a proposal to increase the authorized shares of common stock of the Registrant (at which point the warrants become automatically exercisable for shares of common stock of the Registrant on a 20 for 1 basis) or (b) March 30, 2009 (or April 14, 2009, in the event of SEC review of the Registrant's proxy statement containing the proposal to increase the authorized shares of common stock of the Registrant). In the event the stockholders do not approve a proposal to increase the authorized shares of common stock of the Registrant, and from thereafter until such point when the stockholders approve such increase, the warrants remain exercisable for shares of preferred stock. /s/ Anthony R. Verdi, Attorney-in-fact 2009-01-20