To our stockholders:
NOTICE HEREBY IS GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Health Benefits Direct Corporation (the “Company”) will be held at the Company’s offices located at 150 N. Radnor-Chester Rd., Suite B-101, Radnor, Pennsylvania 19087, on Thursday, November 18, 2010, at 9:00 a.m., Philadelphia, Pennsylvania time, for the following purposes:
1) To elect 10 directors;
2) To ratify the appointment of Sherb & Co., LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2010;
3) To vote upon an amendment to our certificate of incorporation, as amended (the “Certificate of Incorporation”) to change the name of the Company from Health Benefits Direct Corporation to InsPro Technologies Corporation;
4) To vote upon an amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock from 200,000,000 shares to 300,000,000;
5) To vote upon an amendment to our Certificate of Incorporation to increase the number of authorized shares of preferred stock from 10,000,000 shares to 20,000,000;
6) To vote upon the 2010 Equity Compensation Plan (the “2010 Plan”); and
7) To transact such other business as may properly come before the Annual Meeting or any adjournments thereof.