Lock-Up Agreement between Health Benefits Direct Corp. and Shareholders Regarding Funding Transactions

 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 undersigned on the date hereof or hereafter acquired or (ii) enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, Other Securities, or Convertible Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Other Securities, or Convertible Securities, in cash or otherwise; provided, however, that during the last twelve (12) months of the Lock Up Period, only fifty (50) percent of the undersigned's Common Stock, Other Securities, or Convertible Securities shall be subject to the foregoing restrictions. Within twelve (12) months following the initial closing of the Funding Transaction, subject to the Lock Up Shares restriction on future sales, the Company shall file a registration statement with the SEC covering the resale of the shares of Common Stock held by founders and for management shares issued  and issuable under options and other awards, which shares may be included in any Registration Statement on Form SB-2 covering the resale of the shares of Common Stock and warrants offered pursuant to the Founding Transaction. In furtherance of the foregoing, the Company and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this agreement. Notwithstanding the foregoing, the undersigned may transfer Common Stock, Other Securities, or Convertible Securities (i) as a bona fide gift or gifts, provided that prior to such transfer the donee or donees thereof agree in writing to be bound by the restrictions set forth herein, (ii) to any trust, partnership, corporation or other entity formed for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that prior to such transfer a duly authorized officer, representative or trustee of such transferee agrees in writing to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value or (iii) if such transfer occurs by operation of law, such as rules of descent and distribution, statutes governing the effects of a merger or a qualified domestic order, provided that prior to such transfer the transferee executes an agreement stating that the transferee is receiving and holding the shares subject to the provisions of this agreement. For purposes hereof, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. The undersigned understands that the Company and the investors will proceed with the Funding Transactions in reliance on this agreement. Whether or not the Funding Transactions are consummated depends on a number of factors, including market conditions. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. [REMAINDER OF PAGE INTENTIONALLY BLANK] 2  IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of 23rd day of November 2005. HEALTH BENEFITS DIRECT CORP. By: /s/ Scott Frohman ----------------- Name: Scott Frohman Title: Scott Frohman /s/ Scott Frohman --------------------- Charles Eissa /s/ Charles Eissa --------------------- Daniel Brauser /s/ Daniel Brauser ---------------------