Securities Contribution Agreement by and among Health Benefits Direct Corporation, Marlin Capital Partners I, LLC, Scott Frohman, Charles Eissa, Platinum Partners II, LLC, and Dana Boskoff dated September 9, 2005

 Exhibit 10.22 ------------------------------------------------------- SECURITIES CONTRIBUTION AGREEMENT ------------------------------------------------------- BY AND AMONG HEALTH BENEFITS DIRECT CORPORATION MARLIN CAPITAL PARTNERS I, LLC SCOTT FROHMAN CHARLES EISSA PLATINUM PARTNERS II, LLC AND DANA BOSKOFF DATED AS OF SEPTEMBER 9, 2005  TABLE OF CONTENTS PAGE ARTICLE I THE TRANSACTION Section 1.01 The Contribution................................................1 Section 1.02 Consideration...................................................1 Section 1.03 Closing.........................................................2 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE TRANSFERORS Section 2.01 Corporate Existence.............................................2 Section 2.02 Authorization; Validity.........................................2 Section 2.03 No Conflict.....................................................3 Section 2.04 Consents and Approvals..........................................3 Section 2.05 Capitalization..................................................3 Section 2.06 Purchase Entirely for Own Account...............................4 Section 2.07 Transferor Address, Access to Information, Experience, Etc......4 Section 2.08 Restricted Securities...........................................4 ARTICLE III REPRESENTATIONS AND WARRANTIES OF HBDC Section 3.01 Corporate Existence.............................................5 Section 3.02 Authorization; Validity.........................................5 Section 3.03 No Conflict.....................................................5 Section 3.04 Consents and Approvals..........................................5 Section 3.05 Valid Issuance of Exchange Shares...............................6 ARTICLE IV INDEMNIFICATION Section 4.01 Indemnification of Transferors..................................6 Section 4.02 Indemnification of HBDC.........................................6 ARTICLE V MISCELLANEOUS Section 5.01 Fees and Expenses...............................................7 Section 5.02 Entire Agreement................................................7 Section 5.03 Notices.........................................................7 Section 5.04 Amendments; Waivers.............................................7 Section 5.05 Construction....................................................7 Section 5.06 Successors and Assigns..........................................7 i  TABLE OF CONTENTS (continued) PAGE Section 5.07 No Third-Party Beneficiaries....................................8 Section 5.08 Governing Law...................................................8 Section 5.09 Survival........................................................8 Section 5.10 Execution.......................................................8 Section 5.11 Severability....................................................8 Section 5.12 Pronouns........................................................8 Section 5.13 Remedies........................................................9 ii  SECURITIES CONTRIBUTION AGREEMENT THIS SECURITIES CONTRIBUTION AGREEMENT (this "AGREEMENT") is entered into as of this 9th day of September, 2005 by and among Health Benefits Direct Corporation, a Delaware corporation ("HBDC"), Marlin Capital Partners I, LLC, a Florida limited liability company ("MARLIN"), Scott Frohman ("FROHMAN"), Charles Eissa ("EISSA"), Platinum Partners II, L.L.C. ("PLATINUM II"), a Florida limited liability company, and Dana Boskoff ("BOSKOFF"). W I T N E S S E T H: WHEREAS, Marlin, Frohman, Eissa and Platinum II (each, a "TRANSFEROR," and collectively, the "TRANSFERORS") together own all of the issued and outstanding equity securities of Platinum Partners, LLC, a Florida limited liability company ("PLATINUM"), Health Benefits Direct II, LLC, a Florida limited liability company ("HBDII"), and Health Benefits Direct III, LLC, a Florida limited liability company ("HBDIII"); WHEREAS, the Board of Directors of HBDC, and the members and managers of Platinum, HBDII and HBDIII (the "TRANSFERRED COMPANIES") believe it is in the best interests of their respective companies for the Transferred Companies to become wholly-owned subsidiaries of HBDC by having the Transferors, subject to and in accordance with the terms and conditions set forth herein, contribute all of their membership interests in the Transferred Companies (the "INTERESTS") to HBDC, in exchange for 7,500,000 shares (the "EXCHANGE SHARES") of HBDC's common stock, $.001 par value per share (the "COMMON STOCK"), which shall represent 100% of HBDC's Common Stock immediately upon the Closing (as hereinafter defined); and WHEREAS, the parties desire to make certain representations, warranties and agreements in connection with the transactions provided for herein. NOW, THEREFORE, in consideration of the respective representations, warranties, agreements and covenants contained herein, and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE I THE TRANSACTION Section 1.01 THE CONTRIBUTION. On the Closing Date (as hereinafter defined), and at the Closing Time (as hereinafter defined), subject in all instances to each of the terms, conditions, provisions, and limitations contained in this Agreement, the Transferors shall contribute, transfer, convey, and assign to HBDC, free and clear of any and all liens and charges, and HBDC shall acquire from the Transferors, their Interests, comprising, as to each such Transferor, its entire ownership interest in the Transferred Companies, so that thereafter HBDC shall become the sole holder of the Interests. Section 1.02 CONSIDERATION. As consideration for contributing its Interests to HBDC as provided in Section 1.01 above, each Transferor shall be entitled to receive that number of Exchange Shares set forth opposite its name on SCHEDULE 1.02 attached hereto and made a part hereof.  Section 1.03 CLOSING. (a) The closing of the transactions contemplated hereby (the "CLOSING") shall be held simultaneously with the execution of this Agreement at such times and place as the parties hereto may mutually agree. The date on which the Closing actually occurs is referred to herein as the "CLOSING DATE" and the time at which the Closing occurs is referred to herein as the "CLOSING TIME." (b) On the Closing Date, and at the Closing Time, HBDC shall deliver to each Transferor a certificate (or certificates), registered in the name of such Transferor or its nominee, representing that number of Exchange Shares to be received by it pursuant to Schedule 1.02, and each Transferor shall deliver to HBDC one or more limited liability company interest certificates, or such other evidence of ownership that is reasonably satisfactory to HBDC and its counsel, representing all of such Transferor's Interests, accompanied by a duly executed transfer instrument in form and substance mutually satisfactory to the parties (this exchange, together with all other related transactions provided for in this Agreement are collectively referred to herein as the "TRANSACTION"). For the avoidance of doubt, to the extent that any Transferor's ownership interest in a Transferred Company is not certificated on the Closing Date, this Section 1.03(b) does not create an obligation on the part of such Transferor to certificate such ownership interest. ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE TRANSFERORS Each of the Transferors, recognizing that HBDC is relying on the contents of this Article II as a material inducement to its execution, delivery and performance of this Agreement, hereby represents and warrants, jointly and severally, to HBDC as follows: Section 2.01 CORPORATE EXISTENCE. Each of the Transferred Companies is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Florida, possessing the requisite power and authority to own, operate and lease its properties and assets, and to carry on its business as now and as currently proposed to be conducted. Each Transferred Company is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned or leased by it, or the nature of its activities, is such that qualification as a foreign corporation in that jurisdiction is required by law. True and accurate copies of the, certificate of incorporation, bylaws, partnership agreement, articles of organization, operating agreement, or such other constitutive documents, as the case may be, each as amended and in effect on and as of the Closing (the "ORGANIZATIONAL DOCUMENTS"), of the Transferred Companies have been delivered to HBDC. Section 2.02 AUTHORIZATION; VALIDITY. Each of the Transferors has all requisite power and authority to enter into this Agreement and all other documents and instruments required to be executed by it in connection with the Transaction (together, the "TRANSFEROR RELATED AGREEMENTS"). The execution and delivery of this Agreement and the Transferor Related Agreements and the consummation of the Transaction have been duly authorized by all necessary action, corporate, partnership, limited liability company or otherwise and no 2  further action is required on the part of the Transferors and the Transferred Companies, as the case may be, to authorize the execution and delivery of this Agreement, the Transferor Related Agreements and the Transaction. This Agreement and the Transferor Related Agreements have been duly executed and delivered by the Transferors, and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute a valid and binding obligation of the Transferors, enforceable in accordance with their respective terms. Section 2.03 NO CONFLICT. The execution and delivery of this Agreement and any Transferor Related Agreement by any Transferor does not, and the consummation of the Transaction will not, conflict with, or result in any violation of, or default under (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 under (any such event, a "CONFLICT") (a) any provision of the Transferred Companies' or any Transferor's Organizational Documents, (b) any mortgage, indenture, lease, contract or other agreement or instrument or permit, concession, franchise or license to which the Transferred Companies or any Transferor are subject, or (c) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Transferred Companies or any Transferor, or their respective properties or assets. Section 2.04 CONSENTS AND APPROVALS. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or foreign governmental authority, instrumentality, agency or commission (a "GOVERNMENTAL ENTITY") or other third party, including a party to any agreement with the Transferred Companies or any Transferor (so as not to trigger a Conflict), is required by or with respect to the Transferred Companies or any Transferor in connection with the execution and delivery of this Agreement and the Transferor Related Agreements or for consummation of the Transaction, except for such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable securities laws. Section 2.05 CAPITALIZATION. (a) All of the Interests of the Transferred Companies are listed on SCHEDULE 2.05 attached hereto and made a part hereof, and the Interests are held solely by the Transferors. The Interests are duly authorized, validly issued, fully paid and nonassessable and are not subject to any preemptive right, whether created by statute, the Transferred Companies' Organizational Documents or any agreement to which either the Transferred Companies or any Transferor is a party or by which the Transferred Companies or any Transferor is bound, and such Interests were issued in compliance with all federal and state securities laws. There are no declared or unpaid accrued dividends with respect to any of the Interests. (b) The Transferors hold no other equity securities, or securities convertible into, exchangeable for, exercisable for or in any other way evidencing the right to receive equity securities of any of the Transferred Companies, authorized, issued or outstanding other than the Interests. (c) Each Transferor owns the Interests set forth opposite its name on Schedule 2.05 free and clear of any and all liens, claims, encumbrances, and rights of others. 3  (d) Each Transferor is authorized and entitled to sell, transfer and convey to the HBDC free and clear title to the Interests, without any further approval or authorization being required. (e) At the Closing Time, the Interests being contributed by each Transferor to HBDC will constitute all of the Interests of the Transferred Companies and the Transferred Companies will become wholly-owned subsidiaries of HBDC. Section 2.06 PURCHASE ENTIRELY FOR OWN ACCOUNT. The Exchange Shares to be received by each Transferor pursuant to the terms hereof will be acquired for investment for each Transferor's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof. No Transferor has any present intention of selling, granting any participation in, or otherwise distributing the Exchange Shares to be acquired by such Transferor. No Transferor has any contract, undertaking, agreement or arrangement with any person or entity to sell or transfer, or grant any participation to such person or entity or to any third party, with respect to any of the Exchange Shares to be acquired by such Transferor. Section 2.07 TRANSFEROR ADDRESS, ACCESS TO INFORMATION, EXPERIENCE, ETC. (a) The address set forth on the signature pages by each Transferor is such Transferor's true and correct business, residence or domicile address. Each Transferor has received and read and is familiar with this Agreement and the Transferor Related Agreements. Each Transferor has had an opportunity to ask questions of and receive answers from representatives of HBDC concerning the terms and conditions of this investment. Each Transferor has substantial experience in evaluating non-liquid investments such as an investment in the Exchange Shares and is capable of evaluating the merits and risks of an investment in HBDC. Each Transferor is an "accredited investor" as that term is defined in Rule 501(c) of Regulation D promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"). (b) Each Transferor was furnished access to the business records of HBDC and such additional information and documents as such Transferor requested and was afforded an opportunity to ask questions of, and receive answers from, representatives of HBDC concerning the terms and conditions of this Agreement, the acquisition of the Exchange Shares, the business, operations, market potential, capitalization, financial condition and prospects of HBDC, and all other matters deemed relevant to such Transferor. (c) Each Transferor acknowledges that it had an opportunity to evaluate all information regarding HBDC as it deemed necessary or desirable in connection with the Transaction, independently evaluated the Transaction and reached its own decision to enter into this Agreement and the Transferor Related Agreements. Section 2.08 RESTRICTED SECURITIES. Each Transferor understands that the Exchange Shares were not registered under the Securities Act or the laws of any state and may not be sold or transferred, or otherwise disposed of, without registration under the Securities Act and applicable state securities laws, or pursuant to an exemption therefrom. In the absence of an effective registration statement covering the Exchange Shares, such Transferor may sell or transfer, or otherwise dispose of, the Exchange Shares only in a manner consistent with its 4  representations and agreements set forth herein and any applicable federal and state securities laws. ARTICLE III REPRESENTATIONS AND WARRANTIES OF HBDC HBDC, recognizing that the Transferors are relying on the contents of this Article III as a material inducement to their execution, delivery and performance of this Agreement, hereby represents and warrants to the Transferors as follows: Section 3.01 CORPORATE EXISTENCE. HBDC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, possessing the requisite power and authority to own, operate and lease its properties and assets and to carry on its business as now and as currently proposed to be conducted. HBDC is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned or leased by it, or the nature of its activities, is such that qualification as a foreign corporation in that jurisdiction is required by law. True and accurate copies of HBDC's Organizational Documents have been delivered to the Transferors. Section 3.02 AUTHORIZATION; VALIDITY. HBDC has all requisite power and authority to enter into this Agreement and all other documents and instruments required to be executed by it in connection with the Transaction (collectively, the "HBDC RELATED AGREEMENTS"). The execution and delivery of this Agreement and the HBDC Related Agreements, the consummation of the Transaction and the issuance of the Exchange Shares in accordance with the Transaction have been duly authorized by all necessary action, corporate or otherwise, and no further action is required on the part of HBDC to authorize the Agreement, the HBDC Related Agreements, the Transaction and the issuance of the Exchange Shares in accordance with the Transaction. This Agreement and the HBDC Related Agreements have been duly authorized and validly executed and delivered by HBDC, and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute a valid and binding obligation of HBDC, enforceable in accordance with their respective terms. Section 3.03 NO CONFLICT. The execution and delivery of this Agreement and the HBDC Related Agreements do not, and, the performance thereof by HBDC and the consummation of the Transaction, will not result in a Conflict with (a) any provision of HBDC's Organizational Documents, (b) any mortgage, indenture, lease, contract or other agreement or instrument or permit, concession, franchise or license to which HBDC, its properties or its assets (including intangible assets) are subject, or (c) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to HBDC, its properties or its assets. Section 3.04 CONSENTS AND APPROVALS. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or other third party, including a party to any agreement with HBDC (so as not to trigger a Conflict), is required by or with respect to HBDC in connection with the execution and delivery of this Agreement and the HBDC Related Agreements or for the performance hereof and thereof and for the consummation of the Transaction, except for such consents, waivers, approvals, orders, 5  authorizations, registrations, declarations and filings as may be required under applicable securities laws. Section 3.05 VALID ISSUANCE OF EXCHANGE SHARES. The Exchange Shares have been duly authorized and validly reserved for issuance, and, when issued and delivered by HBDC in accordance with the provisions of this Agreement, will (a) be duly authorized, validly issued, fully paid, and nonassessable and free of preemptive rights, and free and clear of all liens, claims, encumbrances, adverse interests of any kind and free of any restriction on transfer, other than restrictions on transfer under applicable federal and state securities laws, and (b) represent (i) 100% of HBDC's issued and outstanding Common Stock. The Exchange Shares will be issued in compliance with all applicable federal and state securities laws. Upon issuance and delivery of the Exchange Shares by HBDC in accordance with the provisions of this Agreement, the authorized, issued and outstanding capital stock of HBDC will consist solely of the Exchange Shares. ARTICLE IV INDEMNIFICATION Section 4.01 INDEMNIFICATION OF TRANSFERORS. HBDC will indemnify and hold the Transferors and their directors, officers, shareholders, members, partners, employees and agents (each, a "TRANSFEROR PARTY") harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys' fees and costs of investigation that any such Transferor Party may suffer or incur as a result of or relating to: (a) any misrepresentation, breach or inaccuracy, of any of the representations, warranties, covenants or agreements made by HBDC in this Agreement or in any HBDC Related Agreement or (b) any cause of action, suit or claim brought or made against such Transferor Party and arising solely out of or solely resulting from the execution, delivery, performance or enforcement of this Agreement or any HBDC Related Agreement and without causation by any other activity, obligation, condition or liability pertaining to such Transferor. HBDC will reimburse such Transferor for its reasonable legal and other expenses (including the cost of any investigation, preparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred. Section 4.02 INDEMNIFICATION OF HBDC. The Transferors, jointly and severally, will indemnify and hold HBDC and its directors, officers, stockholders, employees and agents (each, an "HBDC PARTY") harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys' fees and costs of investigation that any such HBDC Party may suffer or incur as a result of or relating to: (a) any misrepresentation, breach or inaccuracy, of any of the representations, warranties, covenants or agreements made by any Transferor in this Agreement or in any Transferor Related Agreement or (b) any cause of action, suit or claim brought or made against such Transferor Party and arising solely out of or solely resulting from the execution, delivery, performance or enforcement of this Agreement or any Transferor Related Agreement and without causation by any other activity, obligation, condition or liability pertaining to HBDC. The Transferors will reimburse HBDC for its reasonable legal and other expenses (including the cost of any investigation, preparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred. 6  ARTICLE V MISCELLANEOUS Section 5.01 FEES AND EXPENSES. Except as otherwise set forth in this Agreement, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. Section 5.02 ENTIRE AGREEMENT. This Agreement, together with the schedules hereto, contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such document and schedules. Section 5.03 NOTICES. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day, (b) the next business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the second business day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. Section 5.04 AMENDMENTS; WAIVERS. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by HBDC and each Transferor or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. Section 5.05 CONSTRUCTION. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Section 5.06 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. None of the parties hereto may assign this Agreement or any rights or obligations hereunder without the prior written consent of each of the other parties. 7  Section 5.07 NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person. Section 5.08 GOVERNING LAW. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any party shall commence an action or proceeding to enforce any provision of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Section 5.09 SURVIVAL. The representations, warranties, agreements and covenants contained herein shall survive the Closing. Section 5.10 EXECUTION. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that all parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof. Section 5.11 SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement. Section 5.12 PRONOUNS. Whenever the pronouns "it" or "its" are used herein, they shall also be deemed to mean "he" or "his" or "she" or "hers" whenever applicable. Words in the singular shall be read and construed as though in the plural and words in the plural shall be read and construed as though in the singular in all cases where they would so apply. 8  Section 5.13 REMEDIES. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Transferors and HBDC will be entitled to specific performance under this Agreement. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate. [Signature Pages Follow] 9  IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year hereinabove first set forth. HEALTH BENEFITS DIRECT CORPORATION By:/s/ Daniel Brauser --------------------- Name: Daniel Brauser Title: CFO Address: 2900 Gateway Drive Pompano Beach, FL 33069 Facsimile No. 954 ###-###-#### SIGNATURE PAGE TO SECURITIES CONTRIBUTION AGREEMENT S-1  IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year hereinabove first set forth. MARLIN CAPITAL PARTNERS I, LLC By: /s/ Michael Brauser ----------------------- Name: Michael Brauser Title: Manager Address: 2900 Gateway Drive Pompano Beach, FL 33069 Facsimile No. 954 ###-###-#### SIGNATURE PAGE TO SECURITIES CONTRIBUTION AGREEMENT S-2  IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year hereinabove first set forth. PLATINUM PARTNERS II, LLC By: /s/ Michael Brauser ----------------------- Name: Michael Brauser Title: Manager Address: 2900 Gateway Drive Pompano Beach, FL 33069 Facsimile No. 954 ###-###-#### SIGNATURE PAGE TO SECURITIES CONTRIBUTION AGREEMENT S-3  IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year hereinabove first set forth. By: /s/ Scott Frohman ----------------------- Name: SCOTT FROHMAN Address: 2900 Gateway Drive Pompano Beach, FL 33069 Facsimile No. 954 ###-###-#### SIGNATURE PAGE TO SECURITIES CONTRIBUTION AGREEMENT S-4  IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year hereinabove first set forth. /s/ Charles Eissa ------------------------------------------- CHARLES EISSA Address: 2900 Gateway Drive Pompano Beach, FL 33069 Facsimile No. 954 ###-###-#### SIGNATURE PAGE TO SECURITIES CONTRIBUTION AGREEMENT S-5  IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year hereinabove first set forth. /s/ Dana Boskoff ------------------------------------------ DANA BOSKOFF Address: 136 E. 36th Street New York, NY 10016 Apt. #80 Facsimile No. 212 ###-###-#### SIGNATURE PAGE TO SECURITIES CONTRIBUTION AGREEMENT S-6