Exhibit 10.1 PURCHASE AGREEMENT This Agreement, dated as of September 30, 2003, is by and between Healthaxis Inc., a Pennsylvania corporation ("Healthaxis" or "Buyer") and UICI, a Delaware corporation ("UICI" or the "Seller"). WHEREAS, in accordance...Purchase Agreement • November 13th, 2003 • Healthaxis Inc • Services-computer programming services • Texas
EXHIBIT 1 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 22nd, 1999 • Provident American Corp • Accident & health insurance • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT ----------------------------- This Amended and Restated Registration Rights Agreement (this "Agreement") is made and entered into as of January 29, 2001, among HealthAxis Inc., a Pennsylvania...Registration Rights Agreement • April 2nd, 2001 • Healthaxis Inc • Services-computer programming services • New York
AMENDMENT TO ASSET PURCHASE AGREEMENT This AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment") is executed as of the 15th day of September, 2000, by and between Digital Insurance, Inc., a Delaware corporation ("Digital"), and HealthAxis.com,...Asset Purchase Agreement • October 27th, 2000 • Healthaxis Inc • Insurance agents, brokers & service
PART 1 DEFINITIONSServices Agreement • July 17th, 1998 • Provident American Corp • Accident & health insurance
BETWEENAgreement and Plan of Reorganization • February 2nd, 2000 • Healthaxis Inc • Accident & health insurance • Pennsylvania
EXECUTION COPY TERMINATION AGREEMENT This Agreement, dated as of June 11, 2002, is by and between UICI, a Delaware corporation ("UICI"), and Healthaxis, Inc., a Pennsylvania corporation ("Healthaxis"). WHEREAS, UICI directly and indirectly through...Termination Agreement • August 14th, 2002 • Healthaxis Inc • Services-computer programming services • Texas
SETTLEMENT AND RELEASE AGREEMENT THIS SETTLEMENT AND RELEASE AGREEMENT is made and entered into as of the 12th day of December, 2000 by and between HANNOVER LIFE REASSURANCE COMPANY OF AMERICA, a Florida corporation ("Hannover"), and HEALTHAXIS INC.,...Settlement Agreement • December 14th, 2000 • Healthaxis Inc • Services-computer programming services • Florida
BACKGROUNDPromissory Note • July 17th, 1998 • Provident American Corp • Accident & health insurance
RECITALSShareholder Agreement • April 2nd, 2001 • Healthaxis Inc • Services-computer programming services • Pennsylvania
THIRD AMENDMENT TO AGREEMENTAgreement • May 14th, 2002 • Healthaxis Inc • Services-computer programming services
GUARANTYGuaranty • January 15th, 1999 • Provident American Corp • Accident & health insurance • Florida
CRL Central Reserve life INSURANCE COMPANY November 12, 1998 Provident American Corporation P. O. Box 511 Norristown, Pennsylvania 19404-0511 ATTN: Mr. Alvin H. Clemens Chairman and Chief Executive Officer RE: Acquisition of Provident American Life...Acquisition Agreement • November 17th, 1998 • Provident American Corp • Accident & health insurance
AmongExchange Agreement • August 14th, 2002 • Healthaxis Inc • Services-computer programming services • New York
AMENDMENT NO. 1 TO SHAREHOLDERS' AGREEMENTShareholders' Agreement • March 30th, 2000 • Healthaxis Inc • Insurance agents, brokers & service • Pennsylvania
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 8th, 1999 • Provident American Corp • Accident & health insurance • New York
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2000 • Healthaxis Inc • Insurance agents, brokers & service • New York
LOGO]Severance Agreement • August 3rd, 2001 • Healthaxis Inc • Services-computer programming services • Pennsylvania
RECITALS:Stock Pledge Agreement • January 15th, 1999 • Provident American Corp • Accident & health insurance • Florida
SECOND AMENDMENT TO PLEDGE AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO PLEDGE AND SECURITY AGREEMENT ("Amendment") is made and dated as of the 24th day of March, 1999, by and between Alvin H. Clemens ("Pledgor"), an individual residing at 907...Pledge and Security Agreement • April 1st, 1999 • Provident American Corp • Accident & health insurance
SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (the "Agreement"), dated as of October 6, 2000, is by and among HealthAxis Inc., a Pennsylvania corporation ("Borrower") and each of the parties listed on Schedule I hereto (each such party a...Subordination Agreement • October 11th, 2000 • Healthaxis Inc • Insurance agents, brokers & service • New York
1) Options to purchase 150,000 shares of Provident American Corporation ("PAMCO") Common Stock upon the closing of an agreement (the "AOL Agreement") between PAMCO and American On Line, Inc. ("AOL"), whereby PAMCO will launch a medical insurance web...Consulting Agreement • July 17th, 1998 • Provident American Corp • Accident & health insurance • Pennsylvania
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 15th, 1999 • Provident American Corp • Accident & health insurance
RECITALSShareholder Agreement • December 8th, 1999 • Provident American Corp • Accident & health insurance • Pennsylvania
EXHIBIT 10.2 FIRST AMENDMENT TO SOFTWARE LICENSE AGREEMENT --------------------------------------------- (Insur-Web and Insur-Enroll) This First Amendment Software License Agreement (this "Amendment") is made and entered into by and between...Software License Agreement • November 14th, 2001 • Healthaxis Inc • Services-computer programming services
BACKGROUND ----------Stock Exchange Agreement • March 31st, 1997 • Provident American Corp • Accident & health insurance • Pennsylvania
EXHIBIT 10.5 AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING TRUST AGREEMENT This Amendment No. 1, dated as of November 7, 2001, to the Amended and Restated Voting Trust Agreement, dated as of July 31, 2000 (the "Voting Trust Agreement"), among UICI, a...Voting Trust Agreement • November 14th, 2001 • Healthaxis Inc • Services-computer programming services • Pennsylvania
AGREEMENT AND PLAN OF MERGER between PROVIDENT AMERICAN CORPORATION, HEALTHAXIS.COM, INC., UICI and INSURDATA INCORPORATEDMerger Agreement • December 8th, 1999 • Provident American Corp • Accident & health insurance • Pennsylvania
EXHIBIT 5 Alvin H. Clemens 907 Exeter Court Villanova, PA 19085 September 9, 1999 Mr. Michael Ashker President Provident American Corporation 2500 DeKalb Pike Norristown, PA 19404 Dear Michael: This letter is intended to constitute a legally binding...Letter of Intent • September 22nd, 1999 • Provident American Corp • Accident & health insurance
STOCKHOLDERS' AGREEMENT dated as of November 13, 1998, among HEALTHAXIS.COM, INC., a Pennsylvania corporation (the "Corporation"), and the stockholders of the Corporation identified on Schedule I hereto (collectively, the "Stockholders"). The...Stockholders' Agreement • April 30th, 1999 • Provident American Corp • Accident & health insurance • Virginia
BACKGROUND ----------Employment Agreement • March 31st, 1997 • Provident American Corp • Accident & health insurance • Pennsylvania
AGREEMENT FOR THE SALE OF COMMERCIAL REAL ESTATE This AGREEMENT FOR THE SALE OF COMMERCIAL REAL ESTATE ("Agreement") is made and entered this 11th day of December, 2000, by and between HEALTHAXIS INC. (formerly Provident American Corporation), a...Sale Agreement • December 14th, 2000 • Healthaxis Inc • Services-computer programming services
FIRST AMENDMENT TO EMPLOYMENT CONTRACT THIS FIRST AMENDMENT TO EMPLOYMENT CONTRACT ("Amendment") is dated as of the _____ day of July, 1999, by and between PROVIDENT AMERICAN CORPORATION, a Pennsylvania corporation (the "Company"), Provident Indemnity...Employment Contract • March 30th, 2000 • Healthaxis Inc • Insurance agents, brokers & service
RECITALSRegistration Rights Agreement • December 8th, 1999 • Provident American Corp • Accident & health insurance • Pennsylvania
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of July 31, 2002, among Healthaxis Inc., a Pennsylvania corporation (the "COMPANY"), and the parties who have executed this...Registration Rights Agreement • August 14th, 2002 • Healthaxis Inc • Services-computer programming services • New York
