EBIX, INC. CONVERTIBLE NOTE PURCHASE AGREEMENT August 24, 2009Convertible Note Purchase Agreement • August 28th, 2009 • Ebix Inc • Services-computer integrated systems design • Delaware
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 28th, 2009 • Ebix Inc • Services-computer integrated systems design
This Third Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”) dated as of August 27, 2009, is between Bank of America, N.A., formerly LaSalle Bank National Association (the “Bank”) and Ebix, Inc. f/k/a Ebix.com, Inc. (the “Borrower”).
AMENDMENT TO SECURED PROMISSORY NOTE DUE DECEMBER 18, 2009Secured Promissory Note • August 28th, 2009 • Ebix Inc • Services-computer integrated systems design
This Amendment to Promissory Note (the “Amendment”) dated December 18, 2007 is entered into this 24th day of August 2009, by and between EBIX, INC., a Delaware corporation with its principal place of business at 5 Concourse Parkway, Suite 3200, Atlanta, Georgia 30328 (the “Grantor” or “Company”) and WHITEBOX VSC, LTD., a limited partnership organized under the laws of the British Virgin Islands (the “Holder”).
AMENDMENT TO SECURED PROMISSORY NOTE DUE JULY 11, 2010Secured Promissory Note • August 28th, 2009 • Ebix Inc • Services-computer integrated systems design
This Amendment to Promissory Note (the “Amendment”) dated July 11, 2008 is entered into this 24th day of August 2009, by and between EBIX, INC., a Delaware corporation with its principal place of business at 5 Concourse Parkway, Suite 3200, Atlanta, Georgia 30328 (the “Grantor” or “Company”) and WHITEBOX VSC, LTD., a limited partnership organized under the laws of the British Virgin Islands (the “Holder”).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Convertible Security Agreement • August 28th, 2009 • Ebix Inc • Services-computer integrated systems design • Delaware
FOR VALUE RECEIVED, Ebix, Inc., a Delaware corporation with its principal place of business at 5 Concourse Parkway, Suite 3200, Atlanta, Georgia 30328 (the “Company”), hereby promises to pay in lawful money of the United States to the order of Rennes Foundation., a organized under the laws of or its registered successors or assigns (the “Holder”), at the office of the Holder at 5 Concourse Parkway, Suite 3200, Atlanta, GA 30328, or at such other place as the Holder may from time to time designate in writing, (1) the principal sum of FIVE MILLION AND NO/100 DOLLARS ($5,000,000) on August 25, 2011 (the “Maturity Date”). This Note is being issued in connection with that certain Secured Convertible Note Purchase Agreement, dated as of the date hereof, between the Company and the Holder (the “Purchase Agreement”). This Note is subject to the following additional provisions:
0% CONVERTIBLE PROMISSORY NOTE DUE AUGUST 26, 2011Convertible Security Agreement • August 28th, 2009 • Ebix Inc • Services-computer integrated systems design • Delaware
FOR VALUE RECEIVED, Ebix, Inc., a Delaware corporation with its principal place of business at 5 Concourse Parkway, Suite 3200, Atlanta, Georgia 30328 (the “Company”), hereby promises to pay in lawful money of the United States to the order of Whitebox VSC Ltd., a limited partnership organized under the laws of the British Virgin Islands or its registered successors or assigns (the “Holder”), at the office of the Holder at 3033 Excelsior Boulevard, Suite 300, Minneapolis, Minnesota 55416, or at such other place as the Holder may from time to time designate in writing, (1) the principal sum of NINETEEN MILLION AND NO/100 DOLLARS ($19,000,000) on August 26, 2011 (the “Maturity Date”). This Note is being issued in connection with that Convertible Note Purchase Agreement, dated as of the date hereof, between the Company and the Holder (the “Purchase Agreement”). This Note is subject to the following additional provisions:
0% CONVERTIBLE PROMISSORY NOTE DUE AUGUST 26, 2011Convertible Security Agreement • August 28th, 2009 • Ebix Inc • Services-computer integrated systems design • Delaware
FOR VALUE RECEIVED, Ebix, Inc., a Delaware corporation with its principal place of business at 5 Concourse Parkway, Suite 3200, Atlanta, Georgia 30328 (the “Company”), hereby promises to pay in lawful money of the United States to the order of IAM Mini-Fund 14 Limited, a limited partnership organized under the laws of the Cayman Islands or its registered successors or assigns (the “Holder”), at the office of the Holder at 3033 Excelsior Boulevard, Suite 300, Minneapolis, Minnesota 55416, or at such other place as the Holder may from time to time designate in writing, (1) the principal sum of ONE MILLION AND NO/100 DOLLARS ($1,000,000) on August 26, 2011 (the “Maturity Date”). This Note is being issued in connection with that Convertible Note Purchase Agreement, dated as of the date hereof, between the Company and the Holder (the “Purchase Agreement”). This Note is subject to the following additional provisions:
