STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this “ Agreement ”) is made as of April 28, 2005, by and between Ebix, Inc., a Delaware corporation (the “ Company ”) and Craig Wm. Earnshaw, an individual (“ Earnshaw ”).
WHEREAS , pursuant to that certain Stock Purchase Agreement, dated February 23, 2004, by and among Ebix, Inc. and the shareholders of LifeLink Corporation (the “ Stock Purchase Agreement ”), Earnshaw acquired two hundred thousand (200,000) shares of common stock of the Company (the “ Company Shares ”);
WHEREAS , pursuant to Section 4.8 of the Stock Purchase Agreement, Earnshaw has the right (the “Put Right”) at any time during the one month period commencing August 23, 2005 to require the Company to purchase of the remaining Company Shares then held by Earnshaw, at a price equal to $2,700,000 minus the aggregate purchase price received by Earnshaw with respect to all sales of Company Shares prior to the date of exercise of the Put Right; and
WHEREAS , the Company desires to permit Earnshaw to exercise the Put Right prior to August 23, 2005, and to purchase and redeem the Shares, and Earnshaw desires to exercise the Put Right and sell the Company Shares to the Company, in accordance with the terms of this Agreement (the “ Sale ”).
NOW THEREFORE , in consideration of the mutual covenants of the parties set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Sale and Purchase of Company Shares . Simultaneously upon the execution, and subject to the terms and conditions, of this Agreement, Earnshaw shall sell, convey, transfer and deliver all right, title and interest in and to the Shares, free and clear of all Liens (as defined below), to the Company and the Company shall purchase the Shares from Earnshaw for an aggregate purchase price of two million seven hundred thousand dollars ($2,700,000.00) (the “ Purchase Price ”). Each of Earnshaw and the Company hereby acknowledges and agrees that the Sale constitutes full and complete satisfaction of Earnshaw’s right to the Put Option (as such term is defined in the Shares Purchase Agreement), and that the Put Option shall be null and void and of no further force or effect following the consummation of the Sale pursuant to the terms of this Agreement.
2. Deliveries . Upon the execution of this Agreement by the Company and Earnshaw, (a) Earnshaw shall deliver to the Company the certificates evidencing the Company Shares, duly endorsed in blank or accompanied by duly executed stock transfer powers, and (b) the Company shall pay the Purchase Price for the Company Shares to Earnshaw by wire transfer of immediately available funds pursuant to wiring instructions provided in writing by Earnshaw.
3. Warranties and Representations of Earnshaw . Earnshaw hereby represents and warrants to the Company as follows:
(a) Title to Company Shares . Earnshaw is the sole record and beneficial owner of the Company Shares free and clear of any claims, liens, charges or
encumbrances whatsoever (collectively, “ Liens ”), and has good and marketable title to the Company Shares owned by him, and has full right, power and authority to sell the Company Shares