13D Filing: Kosloske Michael W and Health Insurance Innovations Inc. (NASDAQ:HIIQ)

There are two agreements that relate to the shares of Class B common stock and membership interests held by HPI and HPIS – the Exchange Agreement (as defined above) and the Registration Rights Agreement described below.

The following descriptions are qualified in their entirety by reference to the Exchange Agreement and the Registration Rights Agreement, which are incorporated by reference as Exhibits 2 and 3 hereto, respectively, and are incorporated herein by reference.

EXCHANGE AGREEMENT

The information set forth under Item 3 is hereby incorporated by reference.

REGISTRATION RIGHTS AGREEMENT

In February 2013, the HII Parties entered into a Registration Rights Agreement with the Issuer.  This agreement provides the HII Parties with the right to require the Issuer, at the Issuer’s expense, to register shares of the Issuer’s Class A common stock that are issuable upon exchange of membership interests of HPIH (and an equal number of shares of the Issuer’s Class B common stock of the Issuer) for shares of Issuer’s Class A common stock.  The agreement also provides that the Issuer will pay certain expenses of the HII Parties (and their affiliates) relating to such registrations and indemnify the HII Parties against certain liabilities, which may arise under the Securities Act.  In addition, the parties to the Registration Rights Agreement have the ability to exercise certain piggyback registration rights in respect of shares of Class A common stock held by them in connection with registered offerings requested by other registration rights holders or initiated by the Issuer.  The Issuer has filed a registration statement in accordance with the terms of the Registration Rights Agreement.

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* Previously filed.