IP ASSET PURCHASE
AGREEMENT
DALE OKUNO and DILIP
SONTAKEY
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 ”).
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:
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.
-1-
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

|