Exhibit 10.3
LEWIS WARRANT TERMINATION
AGREEMENT
This Lewis Warrant Termination
Agreement (this “Agreement”), dated as of the 25th day
of July, 2008, is entered into by and between HealthAxis Inc., a
Pennsylvania corporation (“Company”), and Lewis
Opportunity Fund, LP, a Delaware (“Warrant
Holder”).
Recitals
WHEREAS, on June 30, 2004,
Company issued Warrant No. 2004-01 to Brown Simpson Partners
I, Ltd. (“Brown Simpson”) to purchase 490,306 shares of
Company’s common stock (the
“Warrant”);
WHEREAS, pursuant to that certain
Warrant Purchase Agreement dated as of July 31, 2006, by and
between Brown Simpson and Warrant Holder, Brown Simpson sold to
Warrant Holder all of its rights and interests in the
Warrant;
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
Warrant Holder enter into this Agreement; and
WHEREAS, subject to and in the event
of the consummation of the Merger, Company and Warrant Holder
desire to provide for the cancellation and termination of the
Warrant in consideration of the anticipated benefits to be received
by Company and Warrant Holder as a result of the consummation of
the Merger.
NOW THEREFORE, in consideration of
the mutual covenants hereinafter set forth and for other good and
valuable consideration, the parties hereto do hereby agree as
follows:
1.
Cancellation and Termination
of Warrant .
Warrant Holder and Company do hereby agree that the Warrant
shall automatically be cancelled and terminated without any further
action by any party thereto effective as of the date of
consummation of the Merger.
2.
Representations and
Agreements .
(a)
Each of Company and Warrant Holder
represents and warrants to the other that (i) it is an entity
duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization, (ii) it has all
requisite power and authority to enter into this Agreement and to
perform its obligations hereunder, (iii) the execution and
delivery of this Agreement and the performance of its obligations
hereunder have been duly authorized by all necessary actions on its
part, and (iv) this Agreement has been duly executed and
delivered by it,
