Exhibit 10.2
HEALTHAXIS / PREFERRED
CONVERSION
AND TERMINATION
AGREEMENT
This HealthAxis / Preferred
Conversion and Termination Agreement (this
“Agreement”), dated as of the 11 day of August, 2008,
is entered into by and between HealthAxis Inc., a Pennsylvania
corporation (“Company”), and LB I Group Inc., a
corporation (“Lehman”).
Recitals
WHEREAS, on May 12, 2004,
Company, Lehman and other holders of Company’s Series A
Convertible Preferred Stock, par value $1.00 per share (the
“Preferred Stock”), entered into that certain Preferred
Stock Modification Agreement (the “Preferred Stock
Modification Agreement”), pursuant to which the parties
thereto agreed to modify the terms of the Preferred Stock and for
Company to issue to Lehman and the other holders of Preferred Stock
warrants to purchase shares of Company’s common
stock;
WHEREAS, on June 30, 2004, the
transactions contemplated by the Preferred Stock Modification
Agreement were closed and, as a result, the shares of Preferred
Stock then held by Lehman were modified and Company issued to
Lehman Warrant No. 2004-03 providing for the right to purchase
up to 387,117 shares of Company’s common stock (the
“Warrant”);
WHEREAS, on June 30, 2004,
Company, Lehman and the other holders of Preferred Stock entered
into that certain Investor Rights Agreement and that certain
Registration Rights Agreement (the “Registration Rights
Agreement” and, collectively with the Preferred Stock
Modification Agreement and the Investor Rights Agreement, the
“Preferred Investment Agreements”);
WHEREAS, each of the Preferred Stock
Modification Agreement and the Investor Rights Agreement provides
that such agreement can be amended only with the approval of
Company and the holders of not less than 60% of the shares of
Preferred Stock then outstanding and, as of the date of this
Agreement, Lehman holds 740,401 shares of Preferred Stock (the
“Outstanding Preferred Stock”), constituting 100% of
the currently outstanding shares of Preferred Stock;
WHEREAS, the Registration Rights
Agreement provides that such agreement can be amended only with the
approval of Company and the holders of not less than 60% of the
“registrable securities” (as defined in the
Registration Rights Agreement) then outstanding and, as of the date
of this Agreement, Lehman holds in excess of 60% of the currently
outstanding “registrable securities;”
WHEREAS, Company, BPO Management
Services, Inc., a Delaware corporation (“BPOMS”),
and Outsourcing Merger Sub, Inc., a Delaware corporation
(“Merger Sub”), are parties to that certain Agreement
and Plan of Merger dated of even date herewith (the “Merger
Agreement”), pursuant to which it is expected that BPOMS and
Merger Sub will merge, BPOMS will become a wholly-owned subsidiary
of Company, and Company will issue shares of its capital stock to
the stockholders of BPOMS, all as more particularly described in
the Merger Agreement (the “Merger”);
