Exhibit 10.1
HEALTHAXIS / TAK TERMINATION
AGREEMENT
This HealthAxis / Tak Termination
Agreement (this “Agreement”), dated as of the 3rd day
of September, 2008, is entered into by and between HealthAxis Inc.,
a Pennsylvania corporation (“Company”), and Tak
Investments, Inc., a Delaware corporation (“Tak
Investments”).
Recitals
WHEREAS, Company and Tak Investments
entered into that certain Stock and Warrant Purchase Agreement
dated as of February 23, 2005 (the “Stock and Warrant
Purchase Agreement”), pursuant to which Company issued
certain shares of its common stock and warrants to Tak
Investments;
WHEREAS, on May 13, 2005,
Company and Tak Investments closed the transactions contemplated by
the Stock and Warrant Purchase Agreement, and Company issued to Tak
Investments shares of its common stock, and also issued to Tak
Investments warrants to purchase shares of the Company’s
common stock pursuant to Warrant Number 2005-01, Warrant Number
2005-02, and Warrant Number 2005-03, and on May 13, 2008
Warrant Number 2005-02 expired, with the result that Warrant Number
2005-01 and Warrant Number 2005-03 currently remain outstanding
(such currently outstanding warrants, the
“Warrants”);
WHEREAS, on May 13, 2005,
Company and Tak Investments entered into that certain Investor
Rights Agreement (the “Investor Rights Agreement”) and
that certain Registration Rights Agreement (collectively with the
Stock and Warrant Purchase Agreement and the Investor Rights
Agreement, the “Tak Investment Agreements”);
WHEREAS, on May 13, 2005,
HealthAxis, Ltd., a subsidiary of HealthAxis, and Healthcare BPO
Partners, L.P., an affiliate of Tak Investments, also entered into
that certain Remote Resourcing Agreement (the “Remote
Resourcing Agreement”);
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”);
WHEREAS, it is a condition to
BPOMS’ execution of the Merger Agreement that Company and Tak
Investments enter into this Agreement; and
WHEREAS, subject to and in the event
of the consummation of the Merger, Company and Tak Investments
desire to provide for the cancellation and termination of the
Warrants and the Tak Investment Agreements in consideration of the
anticipated benefits to be received by Company and Tak Investments
as a result of the consummation of the Merger.
