IP ASSET PURCHASE AGREEMENT

Exhibit 2.2

IP ASSET PURCHASE AGREEMENT

BY AND AMONG

EBIX SINGAPORE PTE LTD.

as the Purchaser

AND

EBIX, INC.

as the Parent

AND

E-Z DATA, INC.

as the Seller

AND

DALE OKUNO and DILIP SONTAKEY

as the Shareholders

DATED as of September 30, 2009

IP ASSET PURCHASE AND SALE AGREEMENT

This IP ASSET PURCHASE AGREEMENT (this “ Agreement ”) is made as of September 30, 2009, by and among EBIX, INC., a Delaware corporation (“ Parent ”), EBIX SINGAPORE PTE LTD., a Singapore company organized under the laws of the country of Singapore and a wholly-owned subsidiary of Parent, with its principal place of business located at 78 Circular Road, #02-01, Singapore (the “ Purchaser ”); E-Z DATA INC., a California corporation (the “ Seller ”), and Dale Okuno and Dilip Sontakey (the “ Shareholders ”). The Purchaser, Parent and the Seller and the Shareholders are collectively referred to herein as “ Parties ” or individually as “ Party .” This Agreement shall be effective as of September 30, 2009 (the “ Effective Date ”).

WITNESSETH

WHEREAS, the Seller owns or controls, or both, certain worldwide rights in and to the IP Assets (as defined below);

WHEREAS, the Purchaser wishes to purchase the Seller’s right, title and interest in and to the IP Assets and the Seller is willing to sell its right, title and interest in and to the IP Assets in exchange for consideration as described below;

WHEREAS, on the day of the closing of the transactions contemplated by this Agreement, the Seller will merge into a wholly-owned subsidiary of Parent (the “ Merger ”) pursuant to that certain Agreement and Plan of Merger, dated as of September 30, 2009 (the “ Merger Agreement ”), and the Merger will close and the Shareholders will receive consideration in respect of their shares of the Seller’s stock pursuant to the Merger, all as set forth in the Merger Agreement; and

WHEREAS, the closing of the Merger is a condition subsequent to the obligations of the Parties under this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each of the Parties hereto, the Parties agree as follows:

ARTICLE I. DEFINITIONS

1.1 “ Business ” means the business of the Seller of providing comprehensive insurance software and technology solutions to insurance companies, brokers, and related entities.

1.2 “ Intellectual Property ” means all intellectual property and other proprietary rights and information of the Seller, including but not limited to all patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice); all trademarks, service marks, trade dress, trade names and corporate name including, without limitation, all registered and unregistered statutory and common law copyrights; all registrations, applications and renewals for any of the foregoing; all trade secrets, confidential information, ideas, formulae, compositions, know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, improvements, proposals, technical and computer data, documentation and software, financial, business and marketing plans; cost and pricing information, all supplier lists and related information; all domain names and web sites; sales data and plans; all customer accounts, lists, files, programs, plans, data and related information.

1.3 “ IP Assets ” means all of the Intellectual Property of the Seller that is used by the Seller in the conduct of the Business as presently conducted by the Seller as of the Effective Date, and includes: (a) the software products listed on Schedule 1 , (b) the issued patents and filed patent applications listed on Schedule 2 , and (c) the registered trademarks, trademark applications, and registered copyrights listed on Schedule 3 .

1.4 All capitalized terms not otherwise defined in this Agreement shall have the meanings provided to them in the Merger Agreement.

ARTICLE II. SALE OF IP ASSETS

2.1 Purchase Price . The total purchase price for the IP Assets is three million eight hundred thousand U.S. dollars ($3,800,000) (the “ Purchase Price ”). The Purchase Price is to be paid by wire transfer of immediately available funds to the Seller at the Closing, as defined hereafter.

2.2 Purchase of IP Assets . Effective as of the Closing, the Seller hereby sells, conveys, transfers, and assigns to the Purchaser the IP Assets, free and clear of all liens and encumbrances, and all of the Seller’s right, title and interest in and to the IP Assets (including, but not limited to, any and all rights and claims of the Seller, whether mature, contingent or otherwise, against third parties relating thereto). The Seller will take such action (including, but not limited to, the execution, acknowledgment and delivery of documents) as the Purchaser may reasonably hereafter request to evidence, perfect, effect, vest or confirm the rights, title and interests transferred or agreed to be transferred to the Purchaser under this Agreement.

2.3 Closing . The consummation of the purchase and sale of the IP Assets (the “ Closing ”) shall occur on September 30, 2009 (the “ Closing Date ”), the day of the closing of the transactions contemplated by the Merger Agreement (the “ Merger Closing ”), at such time and place as shall be mutually agreed to by the Parties. The Parties agree that the consummation of the Merger Closing under the Merger Agreement is a condition subsequent to the Closing under this Agreement.

2.4 Closing Deliveries . The Closing shall be effected by: (a) the delivery of those signature pages, certificates and documents that are required to be delivered pursuant to Sections 8.2 and Section 8.3 of the Merger Agreement to the respective recipients set forth in Section 8.2 and Section 8.3 of the Merger Agreement via personal delivery or facsimile or electronic image transmission; (b) the delivery by the Purchaser of the Purchase Price in accordance with Section 2.1; and (c) the delivery by the Seller of an executed IP Asset Assignment Agreement attached hereto as Exhibit A (the “ IPAAA ”). The satisfaction of all conditions of the Merger Closing specified in Section 8.2 and Section 8.3 of the Merger Agreement shall be a condition precedent to the Closing under this Agreement.

2.5 Seller Dividend . Immediately after the Closing and immediately prior to the Merger Closing, the Seller shall pay a dividend to the Shareholders equal, in the aggregate, to the amount of the Purchase Price pursuant to their respective percentages set forth in the Merger Consideration Certificate.

2.6 Remedy for Failure to Consummate Merger Closing . In addition to all other remedies which the Seller and the Shareholders may have under this Agreement and the Merger Agreement, if the Closing occurs and for whatever reason the Merger Closing does not occur on or before October 2, 2009, the Shareholders shall have the right to rescind the sale, conveyance, transfer and assignment of the IP Assets to the Purchaser (a “ Rescission ”) by serving written notice of such Rescission to Parent and the Purchaser. Upon service of notice of such Rescission, (a) the sale, conveyance, transfer and assignment of the IP Assets to the Purchaser pursuant to this Agreement and/or the IPAAA shall be null and void retroactive to the Closing; (b) the Seller shall be, and shall be deemed for all purposes to be, the sole and exclusive owner of all right, title and interest in and to the IP Assets (including, but not limited to, any and all rights and claims of the Seller, whether mature, contingent or otherwise, against third parties relating thereto); (c) the Purchaser shall not have any right, title or interest of any kind in or to the IP Assets and shall not contest the Seller’s ownership of and exclusive rights in and to the IP Assets; and (d) the Purchaser shall immediately execute and deliver to the Seller and the Shareholders such documents and agreements as the Shareholders may request to effect the Rescission, and the Seller shall return the Purchase Price to the Purchaser by wire transfer of immediately available funds. In furtherance of the foregoing rights, the Purchaser agrees (and Parent agrees that it will cause the Purchaser) not to sell, convey, transfer, assign, license or use in any way any of the IP Assets or any right, title or interest of an kind in or to the IP Assets prior to the Merger Closing (except as may be required under this Section 2.6 in connection with a Rescission). Further, if the Purchaser fails or refuses to execute any documents or agreements requested by the Seller and/or the Shareholders under Section 2.6(d), the Purchaser hereby appoints the Seller as Purchaser’s attorney-in-fact (this appointment to be irrevocable and a power coupled with an interest) to act on the Purchaser’s behalf and to execute such documents and agreements.

ARTICLE III. AGREEMENTS WITH RESPECT TO IP ASSETS

3.1 Changes to IP . The Parties acknowledge and agree that certain changes and upgrades may have to be made to the IP Assets after the Closing in order for the Business to continue to be conducted in a satisfactory manner. The Purchaser shall be solely responsible, at its sole expense, for making any and all such changes and upgrades that the Purchaser, in its sole discretion, deems necessary and the Purchaser shall make such changes in a manner that it deems fit.

ARTICLE IV. WARRANTIES; INDEMNIFICATION AND LIMITATIONS OF LIABILITY

4.1 Seller Representations and Warranties. The Seller and the Shareholders represent and warrant that: (i) the Seller is duly authorized and has the requisite power and authority to enter into this Agreement and to perform the Seller’s obligations hereunder; (ii) the Seller has full right and title to the IP Assets without any encumbrance of lien and the right to sell the IP Assets; (iii) the execution, delivery and performance by the Seller of this Agreement will not violate any provision of any applicable law or regulation presently in effect or any provision of its constituent documents or result in a breach of any agreement, obligation or restriction by which the Seller is bound; (iv) this Agreement is a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with the Agreement’s terms and conditions; (v) the Seller is not under any obligation to any person, contractual or otherwise, conflicting or inconsistent in any respect with the terms of this Agreement or which would impede the diligent and complete fulfillment of the Seller’s obligations hereunder; and (vi) subject only to the completion of any additional actions needed to effect transfer as contemplated in Section 2.2, the Seller will have no rights in or to the IP Assets after the Closing, with all rights to the IP Assets residing with the Purchaser.

The Seller further represents and warrants as follows:

(a) Except as set forth in Schedules 1, 2 and/or 3 , the Seller owns no patents, and owns no trade or service marks or copyrights which have been registered with the United States Patent and Trademark Office and the Seller has made no applications for any patent or to so register any trade name, trade or service mark or copyright. Schedules 1, 2 and/or 3 contain a complete and correct list of all unregistered trademarks, service marks, trade names, domain names, websites and software (other than “off-the-shelf” commercial software), which are owned or licensed by the Seller and used in the Business as of the Effective Date, including all licenses and other rights granted from or to any third party with respect to any Intellectual Property necessary for the operation of the Business.

(b) Except as set forth in Schedule 4 , to the Knowledge of the Seller (i) the Seller owns and possesses all right, title and interest in and to, or has a valid license to use, all of the Intellectual Property and proprietary rights and information necessary for the operation of the Business as presently conducted by the Seller ( “Necessary Intellectual Property”) ; and (ii) no claim by any third party contesting the validity, enforceability, use or ownership of any Necessary Intellectual Property has been asserted against the Seller or is threatened, and to the Knowledge of Seller there is no reasonable basis for any such claim.

(