AGREEMENT AND PLAN OF MERGER dated as of May 1, 2013 among EBIX, INC., EXCHANGE PARENT CORP. and EXCHANGE MERGER CORP.Merger Agreement • May 10th, 2013 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • Delaware
AGREEMENT AND PLAN OF MERGER (as amended, this “Agreement”) dated as of May 1, 2013 among Ebix, Inc., a Delaware corporation (the “Company”), Exchange Parent Corp., a Delaware corporation (“Parent”), and Exchange Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“MergerSub”).
VOTING AGREEMENTVoting Agreement • May 10th, 2013 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • Delaware
AGREEMENT (as amended, this “Agreement”), dated as of May 1, 2013 by and between Exchange Parent Corp., a Delaware corporation (“Parent”), and the undersigned stockholders (each, a “Stockholder”) of Ebix, Inc., a Delaware corporation (the “Company”).
Broad Street Principal Investments, L.L.C. New York, NY 10282Equity Purchase Agreement • May 10th, 2013 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • Delaware
This letter agreement sets forth the commitment of Broad Street Principal Investments, L.L.C. (“Sponsor”), subject to the terms and conditions contained herein, to purchase, or cause the purchase of, certain equity interests of Exchange Parent Corp., a Delaware corporation (“Parent”). Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of the date hereof by and among Ebix, Inc., a Delaware corporation, (the “Company”), Parent and Exchange Merger Corp., a Delaware corporation (“MergerSub”), MergerSub will be merged with and into the Company, subject to the terms and conditions set forth therein. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.
INVESTMENT LETTER AGREEMENTInvestment Letter Agreement • May 10th, 2013 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • Delaware
In connection with the Merger Agreement and the transactions contemplated thereby (the “Transaction”), each of (a) Robin Raina, in his individual capacity only, and Robin Raina Foundation, Inc., a Georgia non-profit corporation (together with Mr. Raina, each a “Rollover Investor” and collectively, the “Rollover Investors”), and (b) Parent, on behalf of itself and its immediate parent, an offshore partnership (“Parent Holdco”) to be formed by Broad Street Principal Investments, L.L.C. (the “GS Investor”), hereby agrees as follows:
ROLLOVER LETTER AGREEMENTRollover Letter Agreement • May 10th, 2013 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • Delaware
In connection with the Merger Agreement and the transactions contemplated thereby (the “Transaction”), each of (a) the Rennes Fondation, a foundation organized under the laws of the Principality of Liechtenstein (the “Rollover Investor”), and (b) Parent, on behalf of itself and its immediate parent, an offshore partnership (“Parent Holdco”) to be formed by Broad Street Principal Investments, L.L.C. (the “GS Investor”), hereby agrees as follows:
VOTING AGREEMENTVoting Agreement • May 10th, 2013 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • Delaware
AGREEMENT (as amended, this “Agreement”), dated as of May 1, 2013 by and between Exchange Parent Corp., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Ebix, Inc., a Delaware corporation (the “Company”).
LIMITED GUARANTYLimited Guaranty • May 10th, 2013 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • Delaware
LIMITED GUARANTY, dated as of May 1, 2013 (this “Limited Guaranty”), by Broad Street Principal Investments, L.L.C., a Delaware limited liability company (“Limited Guarantor”), in favor of Ebix, Inc., a Delaware corporation (the “Company”).
JOINT FILING AGREEMENT (EBIX, INC.)Joint Filing Agreement • May 10th, 2013 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies
This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
