Ebix (EBIX)

RECITALS

A.            The Company desires to issue and sell and the Investor desires to purchase secured convertible promissory notes in substantially the form attached to this Agreement as Exhibit A (collectively, the “Notes”), which shall be convertible on the terms stated therein into common stock, par value $.10 per share (the “Common Stock”), of the Company; and

B.            As a further inducement for Investor to purchase the Notes, the Company desires to provide a security interest in all assets of the Company as collateral to further secure the performance of the Company’s obligations under the Notes, as set forth in that certain Security Agreement to be entered into between the Company and the Investor within thirty (30) days after the date hereof (the “Security Agreement”).

RECITALS

A.            The Company desires to issue and sell and the Investor desires to purchase secured convertible promissory notes in substantially the form attached to this Agreement as Exhibit A (collectively, the “Notes”), which shall be convertible on the terms stated therein into common stock, par value $.10 per share (the “Common Stock”), of the Company; and

B.            As a further inducement for Investor to purchase the Notes, the Company desires to provide a security interest in all assets of the Company as collateral to further secure the performance of the Company’s obligations under the Notes, as set forth in that certain Security Agreement to be entered into between the Company and the Investor within thirty (30) days after the date hereof (the “Security Agreement”).

RECITALS

A.            The Company is engaged in the business of developing, marketing, licensing, selling and maintaining insurance software applications (the “Business”).

B.            The Shareholders collectively own all of the outstanding shares of all classes of capital stock of the Company, in the respective amounts and percentages set forth on Schedule A attached hereto (such shares being referred to herein as the “Shares”).

C.            The Company desires to sell, and Purchaser desires to purchase, substantially all of the assets of the Company used in connection with the Business, on the terms and subject to the conditions set forth in this Agreement.