Exhibit
10.1


SHARE
PURCHASE AGREEMENT


This SHARE PURCHASE AGREEMENT (this “Agreement”)
is made and entered into as of June 1, 2007, by and among Ebix, Inc., a
Delaware corporation (the “Company”), and Luxor Capital Partners, LP, a
Delaware limited partnership and Luxor Capital Partners Offshore, Ltd, a Cayman
Islands exempted company (individually and collectively the “Purchaser”).


The
Company desires to issue and sell to the Purchaser, and the Purchaser desires
to purchase from the Company, an aggregate of 400,000 shares of Common Stock
(the “Shares”) for an aggregate price of $13,300,000 upon the terms and
conditions set forth herein.


IN CONSIDERATION of the mutual covenants
and agreements contained herein, the parties hereby agree as follows:


1. AUTHORIZATION OF SALE OF THE SHARES


Subject
to the terms and conditions of this Agreement, the Company has authorized the
sale of the Shares.


2. AGREEMENT TO SELL AND PURCHASE THE SHARES


2.1  Purchase
and Sale


Subject
to the terms and conditions of this Agreement, the Purchaser agrees to
purchase, and the Company agrees to sell and issue to Purchaser, at the Closing
(as defined below) 400,000 Shares, with 163,600 Shares issued to Luxor Capital
Partners, LP and 236,400 Shares issued to Luxor Capital Partners Offshore, Ltd.


2.2  Purchase
Price


The
purchase price of each Share shall be $33.25 (the “Per Share Price”).


3. DELIVERY OF THE SHARES AT THE CLOSING


(a) The completion of the purchase and sale
of the Shares (the “Closing”) is occurring substantially contemporaneously with
the execution of this Agreement (the “Closing Date”).


(b) The Company shall authorize its
transfer agent (the “Transfer Agent”) to issue to the Purchaser as of the
Closing one or more stock certificates (in such denominations as such Purchaser
shall request, the “Certificates”) registered in the name of the Purchaser or
its custodial designee, against payment by the Purchaser of the purchase price
for such Shares by wire transfer of immediately available funds.


(c) The Company’s obligation to complete
the issuance and sale of the Shares to the Purchaser at the Closing shall be
subject to the satisfaction of the following conditions, any one or more of
which may be waived by the Company:


(i) receipt by the Company of the full
amount of the purchase price for the Shares being purchased under this
Agreement by wire transfer of immediately available funds; and


(ii) the representations and warranties
made by the Purchaser in this Agreement shall be true and correct and the
undertakings of the Purchaser herein shall have been fulfilled in all material
respects on or before the Closing.


(d) The Purchaser’s obligations to purchase
the Shares from the Company shall be subject to the satisfaction of the
following condition, which may be waived by the Purchaser:


(i) the representations and warranties made
by the Company in this Agreement shall be true and correct as of the date of
this Agreement and the undertakings of the Company herein shall have been
fulfilled in all material respects on or before the Closing.


4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY


The
Company hereby represents and warrants to the Purchaser as follows:


4.1 Issuance, Sale and Delivery of the Shares


(a) The Shares have been duly authorized
for issuance and sale to the Purchaser pursuant to this Agreement and, when
issued and delivered by the Company pursuant to this Agreement against payment
of the consideration set forth in this Agreement, will be validly issued and
fully paid and nonassessable and free and clear of all pledges, 











liens
and encumbrances. The Certificates evidencing the Shares when delivered, will
be in due and proper form under Delaware law.


(b) The issuance of the Shares is not
subject to preemptive or other similar rights.


(c) Subject to the accuracy of the Purchasers’
representations and warranties in Section 5 of this Agreement, the offer, sale
and issuance of the Shares in conformity with the terms of this Agreement
constitute transactions exempt from the registration requirements of Section 5
of the Securities Act of 1933, as amended (the “Securities Act”), and from the
registration or qualification requirements of the laws of any applicable state
or United States jurisdiction.


4.2 Due Execution, Delivery and Performance


(a) This Agreement has been duly executed
and delivered by the Company and constitutes a valid and binding obligation of
the Company, enforceable against the Company in accordance with its terms,
except as such enforceability may be limited by (i) applicable bankruptcy or
other similar laws relating to, or affecting generally the enforcement of,
creditors’ rights or remedies, (ii) general principles of equity or (iii)
applicable laws and consideration of public policy relating to indemnification
and contribution provisions.


(b) The execution, delivery and performance
of this Agreement, and the Company’s sale, issuance and delivery of the Shares,
have been duly authorized by all necessary corporate action on the part of the
Company.


(d)  Organization. 
Each of the Company and its Subsidiaries (as defined in Rule 405 under
the Securities Act) is duly organized and validly existing in good standing
under the laws of the jurisdiction of its organization.  Each of the Company and its Subsidiaries has
full power and authority to own, operate and occupy its properties and to
conduct its business as presently conducted and is registered or qualified to
do business and in good standing in each jurisdiction in which it owns or
leases property or transacts business and where the failure to be so qualified would
have a material adverse effect upon the financial condition or business,
operations, assets or prospects of the Company and its Subsidiaries, taken as a
whole (a “Material Adverse Effect”).


(e)  Due Authorization.  The Company has all requisite power and
authority to execute, deliver and perform its obligations under this Agreement,
and has taken all necessary corporate action to enter into and perform this
Agreement, to issue the Shares in accordance with the terms of this Agreement.


(f)  Non-Contravention.  Except as would not reasonably be expected to
have a Material Adverse Effect, the execution and delivery of this Agreement,
the issuance and sale of the Shares under this Agreement, the fulfillment of
the terms of this Agreement and the consummation of the transactions
contemplated hereby will not (A) conflict with or constitute a violation of, or
default (with or without the giving of notice or the passage of time or both)
under, (i) any material bond, debenture, note or other evidence of indebtedness,
or under any material lease, indenture, mortgage, deed of trust, loan
agreement, joint venture or other agreement or instrument to which the Company
or any Subsidiary is a party or by which it or any of its Subsidiaries or their
respective properties are bound, (ii) the charter, by-laws or other
organizational documents of the Company or any Subsidiary, or (iii) any law,
administrative regulation, ordinance or order of any court or governmental
agency, arbitration panel or authority applicable to the Company or any
Subsidiary or their respective properties, or (B) result in the creation or
imposition of any lien, encumbrance, claim, security interest or restriction
whatsoever upon any of the material properties or assets of the Company or any
Subsidiary or an acceleration of indebtedness pursuant to any obligation,
agreement or condition contained in any material bond, debenture, note or any
other evidence of indebtedness or any material indenture, mortgage, deed of
trust or any other agreement or instrument to which the Company or any
Subsidiary is a party or by which any of them is bound or to which any of the
property or assets of the Company or any Subsidiary is subject.  No consent, approval, authorization or other
order of, or registration, qualification or filing with, any regulatory body,
administrative agency, self-regulatory organization, stock exchange or market,
or other governmental body in the United States is required for the execution
and delivery of this Agreement and the valid issuance and sale Shares, other
than such as have been made or obtained, and except for any securities filings
required to be made under federal or state securities laws.


(g)  SEC Filings. 
Since January 1, 2006, the Company and its Subsidiaries have filed all
reports, schedules, forms, statements and other documents required to be filed
by it with the Securities and Exchange Commission (the “SEC” or “Commission”)
pursuant to the reporting requirements of the Securities Exchange Act of 1934,
as amended (the “1934 Act”) (collectively, the “SEC Documents”).  As of their respective dates, the SEC
Documents complied in all material respects with the requirements of the 1934
Act and the rules and regulations of the SEC promulgated thereunder applicable
to the SEC Documents, and none of the SEC Documents, at the time they were
filed with the SEC, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein 











or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.


(h)  Absence of Certain Change.  Except as disclosed in the SEC Documents
filed at least thirty (30) days prior to the date hereof, since January 1, 2007
there has been no adverse change or adverse development in the business,
properties, assets, operations, financial condition, prospects, liabilities or
results of operations of the Company or its Subsidiaries which to the knowledge
of the Company would reasonably be expected to have a Material Adverse Effect.


(i)  Capitalization.  As of the date hereof, the authorized capital
stock of the Company consists of (i) 10,000,000 shares of Common Stock, of
which as of the date hereof, 2,865,679 shares are issued, 2,856,789 are
outstanding, 574,703 shares are issuable and reserved for issuance pursuant to
the Company’s stock option plans or securities exercisable or exchangeable for,
or convertible into, shares of Common Stock, and (ii) 500,000 shares of
preferred stock, of which as of the date hereof no shares are issued.  All of such outstanding shares have been, or
upon issuance will be, validly issued, fully paid and nonassessable.  Except as disclosed in the SEC Documents, as
of the date hereof, (i) no shares of the Company’s capital stock are subject to
preemptive rights or any other similar rights or any liens or encumbrances
suffered or permitted by the Company, (ii) there are no outstanding options,
warrants, scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into, any shares of
capital stock of the Company or any of its Subsidiaries, or contracts,
commitments, understandings or arrangements by which the Company or any of its
Subsidiaries is or may become bound to issue additional shares of capital stock
of the Company or any of its Subsidiaries or options, warrants, scrip, rights
to subscribe to, calls or commitments of any character whatsoever relating to,
or securities or rights convertible into, any shares of capital stock of the
Company or any of its Subsidiaries, (iii) there are no outstanding securities
of the Company or any of its Subsidiaries which contain any redemption or
similar provisions, and there are no contracts, commitments, understandings or
arrangements by which the Company or any of its Subsidiaries is or may become
bound to redeem a security of the Company or any of its Subsidiaries, (iv)
there are no securities or instruments containing anti-dilution or similar
provisions that will be triggered by the issuance Shares and (v) the Company
does not have any stock appreciation rights or “phantom stock” plans or
agreements or any similar plan or agreement. 
The Company disclosed in its SEC Documents or has furnished to Purchaser
true and correct copies of the Company’s Certificate of Incorporation, as
amended and as in effect on the date hereof (the “Certificate of Incorporation”),
and the Company’s By-laws, as in effect on the date hereof (the “By-laws”).


5.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER


The Purchaser represents,
warrants and covenants to the Company as follows:


5.1
Securities Law Representations, Warranties
and Covenants


(a)
The Purchaser is knowledgeable, sophisticated and experienced in making, and is
qualified to make, decisions with respect to investments in shares representing
an investment decision like that involved in the purchase of the Shares,
including investments in securities issued by the Company, and has requested,
received, reviewed and considered all information it deems relevant in making
an informed decision to purchase the Shares. The Purchaser is not relying, in
making its decision to purchase the Shares, on any oral representations or
statements made by the Company’s personnel, and is relying solely on the information
contained in the Company’s filings with the Securities and Exchange Commission
(“SEC Documents”). Purchaser has carefully considered the potential risks
relating to the Company and a purchase of the Shares, including the risks
identified under “Risk Factors” in the SEC Documents, and fully understands
that the Shares are speculative and include a high degree of risk of loss. The
Purchaser acknowledges that no assurances are given by the Company that any
pending plans will be completed.


(b)
The Purchaser is acquiring the Shares in the ordinary course of its business
and for its own account, and has no present intention of distributing any of
the Shares nor any arrangement or understanding with any other persons
regarding the distribution of such Shares, or as would otherwise not be in
violation of the Securities Act or any applicable state securities laws.


(c)
The Purchaser has completed or caused to be completed and delivered to the
Company the Stock Certificate Questionnaire and the Registration Statement
Questionnaire attached to this Agreement as Appendices I and II, for use in
preparation of the Certificates, any necessary filings required by applicable
state securities laws, and the Registration Statement (as defined in Section
7.4 below), and the answers to the Questionnaires are true and correct and will
be true and correct as of the effective date of the Registration Statement.











(d)
The Purchaser understands that no United States federal or state agency or any
other government or governmental agency has passed on or made any
recommendation or endorsement of the Shares or the fairness or suitability of
the investment in the Shares nor have such authorities passed upon or endorsed
the merits of the offering of the Shares.


(e)
The Purchaser is an “accredited investor” within the meaning of Rule 501 of
Regulation D promulgated under the Securities Act. The Purchaser is able to
bear the economic risk of an investment in the Shares.


 (f) The Purchaser
understands that the offer and sale of the Shares to the Purchaser have not
been and are not being registered under the Securities Act or any state
securities laws, and the Shares may not be offered for sale, sold, assigned,
pledged, transferred or otherwise disposed of unless (i) subsequently registered
thereunder, (ii) the Purchaser shall have delivered to the Company an opinion
of counsel, reasonably acceptable to the Company in a generally acceptable
form, to the effect that such Shares to be offered for sale, sold, assigned,
pledged, transferred or otherwise disposed of may be so offered for sale, sold,
assigned, pledged, transferred or otherwise disposed of pursuant to an
exemption from such registration, or (iii) the Purchaser provides the Company
with written reasonable assurance that such Shares can be or are being offered
for sale, sold, assigned, pledged, transferred or otherwise disposed of
pursuant to, and in compliance with, Rule 144 under the Securities Act;
provided, further, that in no event may the Shares be offered for sale, sold,
assigned, pledged, transferred or otherwise disposed of prior to 60 days after
the Closing.


(g)
The Purchaser understands that the Certificates representing the Shares
purchased by it hereunder, until the occurrence of an event described in
Section 5.1(f), shall bear a restrictive legend in substantially the following
form (and a stop-transfer order may be placed against transfer of such
Certificates):


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS, (B) AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE
COMPANY, IN A GENERALLY ACCEPTED FORM, THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (C) WRITTEN REASONABLE
ASSURANCE THAT IT WILL BE DONE PURSUANT TO, AND IN COMPLIANCE WITH, RULE 144
UNDER SAID ACT.


The Company agrees to
cause such legend and stop transfer order to be removed from the Certificates
representing the Shares upon the occurrence of an event described in Section
5.1(f).


(h)
The Purchaser will comply, at its own expense, with all applicable laws and
regulations in any foreign jurisdiction in which it purchases, offers, sells or
delivers any of the Shares.


5.2
Resales of Shares


(a)
The Company shall notify the Purchaser if it determines, in good faith
following consultation with its Board of Directors or a committee thereof, that
an event has happened as a result of which the Registration Statement or the
Prospectus (as defined in Section 7.3.1 below) includes an untrue statement of
material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances then existing. Upon receipt of such notice, the Purchaser will
suspend its use of the Prospectus until such time as an amendment or supplement
to the Registration Statement or the Prospectus has been filed by the Company
and any such amendment to the Registration Statement is declared effective by
the Commission, or until such time as the Company has filed an appropriate
report with the Commission pursuant to the Exchange Act, in each case to
correct such misstatement or omission. The Company shall use its best efforts
to prepare and file with the Commission any such amendment, supplement or
report, as the case may be, as soon as practicable after delivering such notice
to the Purchaser.


(b)
In addition to the foregoing provisions of Section 5.2(b), the Company may,
upon written notice to the Purchaser, suspend the use of the Prospectus for up
to sixty (60) days, no more than thirty (30) days of which may 











be consecutive, in any
365-day period (less the number of days in such 365-day period that the
Purchaser must suspend its use of the Prospectus pursuant to Section 5.2(a))
based on the reasonable determination of the Company’s Board of Directors or a
committee thereof that there is a significant business purpose for such
determination, such as pending corporate developments, public filings with the
SEC or similar events. Notwithstanding anything else to the contrary in Section
5.2(a), the Company shall in no event be required to disclose the business
purpose for which it has suspended the use of the Prospectus pursuant to this
Section 5.2(b) if the Company determines in its good faith judgment that the
business purpose should remain confidential.


(c)
The Company shall notify the Purchaser (i) of any request by the Commission for
an amendment or any supplement to such Registration Statement or any related
Prospectus, or any other information request by any other governmental agency
directly relating to the offering of the Shares, and (ii) of the issuance by
the Commission of any stop order suspending the effectiveness of such
Registration Statement or of any order preventing or suspending the use of any
related Prospectus or the initiation or threat of any proceeding for that
purpose.


(d)
The Purchaser further covenants to notify the Company promptly of the sale of
any of its Shares.


5.3
Due Execution, Delivery and Performance


(a)
This Agreement has been duly executed and delivered by the Purchaser and
constitutes a valid and binding obligation of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as such
enforceability may be limited by (i) applicable bankruptcy or other similar
laws relating to, or affecting generally the enforcement of, creditors’ rights
or remedies, (ii) general principles of equity or (iii) applicable laws and
consideration of public policy relating to indemnification and contribution
provisions.


(b)
The execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated in this Agreement and the fulfillment of the
terms of this Agreement have been duly authorized by all necessary corporate,
agency or other action and will not conflict with or violate the provisions of
the organizational documents of the Purchaser, including, without limitation,
its charter, bylaws, partnership agreement or operating agreement, as applicable,
or any applicable statute, law, rule, regulation, ordinance, decision,
directive or order, except as would not, individually or in the aggregate, have
a material adverse effect on the ability of the Purchaser to consummate the
transaction contemplated hereunder.


6.
SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS


Notwithstanding any
investigation made by any party to this Agreement, all covenants, agreements,
representations and warranties made by the Company and the Purchasers in this
Agreement shall survive the execution of this Agreement, the delivery to the
Purchasers of the Shares being purchased and the payment therefor.


7.
FORM D FILING; REGISTRATION; COMPLIANCE WITH THE SECURITIES ACT; COVENANTS


7.1
Registration of Shares


The Company shall:


(a)
file in a timely manner a Form D relating to the sale of the Shares under this
Agreement, pursuant to Regulation D under the Securities Act;


(b)
as soon as practicable after the Closing Date, but in no event later than the
45th day following the Closing Date, prepare and file with the Commission a
Registration Statement on Form S-3 (or, if the Company is ineligible to use
Form S-3, then on such other form as is available for such registration)
registering under the Securities Act the sale of the Shares by the Purchasers
from time to time on the facilities of any national securities exchange on
which the Common Stock is traded or in privately negotiated transactions (the “Registration
Statement”);


(c)
use its reasonable best efforts to cause the Commission to notify the Company
of the Commission’s willingness to declare the Registration Statement effective
on or before 120 days after the Closing Date;


(d)
cause the Shares to be duly listed for trading on the Nasdaq Global Market
concurrently with the effectiveness of the Registration Statement;


(e)
in the event that the Commission requires the Company to identify the Purchaser
as an “underwriter” in the Registration Statement , cooperate with the
Purchaser in allowing the Purchaser to conduct customary “underwriter’s due
diligence” with respect to the Company and satisfy its obligations in respect
thereof.  In addition, at the Purchaser’s
request, the Company will furnish to the Purchaser, on the date of the
effectiveness of the Registration Statement and thereafter no more often than
on a quarterly basis, (i) a letter, dated such date, from the 











Company’s independent
certified public accountants to underwriters in an underwritten public
offering, addressed to such Purchaser, and (ii) an opinion, dated as of such
date, of counsel representing the Company for purposes of such Registration
Statement, in form, scope and substance as is customarily given in an
underwritten public offering, including a standard “10b-5” opinion for such
offering, addressed to such Purchaser;


(f)
notify Purchaser promptly upon the Registration Statement, and any
post-effective amendment thereto, being declared effective by the Commission;


(g)
prepare and file with the Commission such amendments and supplements to the
Registration Statement and the Prospectus (as defined in Section 7.3.1 below)
and take such other action, if any, as may be necessary to keep the
Registration Statement effective until the earlier of (i) the date on which the
Shares may be resold by the Purchasers without registration and without regard
to any volume limitations by reason of Rule 144(k) under the Securities Act or
any other rule of similar effect, (ii) all of the Shares have been sold
pursuant to the Registration Statement or Rule 144 under the Securities Act or
any other rule of similar effect, or (iii) the second anniversary of the
Closing Date.


(h)
promptly furnish to the Purchaser with respect to the Shares registered under
the Registration Statement such reasonable number of copies of the Prospectus,
including any supplements to or amendments of the Prospectus, in order to
facilitate the public sale or other disposition of all or any of the Shares by
the Purchasers;


(i)
during the period when copies of the Prospectus are required to be delivered
under the Securities Act or the Exchange Act, file all documents required to be
filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act
within the time periods required by the Exchange Act and the rules and
regulations promulgated thereunder;


(j)
file documents required of the Company for customary Blue Sky clearance in all
states requiring Blue Sky clearance; provided,
however, that the Company shall not be required to qualify to do
business or consent to service of process in any jurisdiction in which it is
not now so qualified or has not so consented; and


(k)
bear all expenses in connection with the procedures in paragraphs (a) through
(i) of this Section 7.1 and the registration of the Shares pursuant to the
Registration Statement, but excluding fees and expenses of counsel for the
Purchasers and any commissions or other amounts payable to brokers and any
transfer taxes relating to Shares sold by the Purchasers.


7.2
Transfer of Shares After Registration


The Purchaser agrees that
it will not effect any disposition of the Shares or its right to purchase the
Shares that would constitute a sale within the meaning of the Securities Act,
except as contemplated in the Registration Statement referred to in Section 7.1
or as otherwise permitted by law, and that it will promptly notify the Company
of any changes in the information set forth in the Registration Statement
regarding the Purchaser or its plan of distribution.


7.3
Indemnification


For the purpose of this
Section 7.3, the term “Registration Statement” shall include any preliminary or
final prospectus, exhibit, supplement or amendment included in or relating to
the Registration Statement referred to in Section 7.1.


7.3.1
Indemnification by the Company


Subject to Section 7.3.5,
the Company agrees to indemnify and hold harmless the Purchaser, the Purchaser’s
officers, directors, trustees, partners, members, employees and agents, and
each person, if any, who controls or is under common control with the Purchaser
within the meaning of the Securities Act (each, a “Purchaser Indemnitee”),
against any losses, claims, damages, liabilities or expenses, joint or several,
to which such Purchaser Indemnitees may become subject, under the Securities
Act, the Exchange Act, or any other federal or state statutory law or
regulation, or at common law or otherwise (including in settlement of any
litigation, if such settlement is effected with the written consent of the
Company), insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof as contemplated below) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained or incorporated by reference in the Registration Statement, including
financial statements and schedules, and all other documents filed as a part
thereof, including any information deemed to be a part thereof as of the time
of effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to Rule
434, under the Securities Act, or in the prospectus related thereto, in the
form first filed with the Commission pursuant to Rule 424(b) under the
Securities Act or filed as part of the Registration Statement at the time of
effectiveness if no Rule 424(b) filing is required (the “Prospectus”), or any
amendment or supplement to the 











Registration Statement or
Prospectus, or arise out of or are based upon the omission or alleged omission
to state in any of them a material fact required to be stated therein or
necessary to make the statements in any of them, in light of the circumstances
under which they were made, not misleading, and will reimburse the Purchaser
Indemnitee for reasonable legal and other expenses as such expenses are
incurred by such Purchaser Indemnitee or controlling person in connection with
investigating, defending, settling, compromising or paying any such loss,
claim, damage, liability, expense or action; provided,
however, that the Company will not be liable in any such case to a
Purchaser Indemnitee to the extent that any such loss, claim, damage, liability
or expense arises out of or is based upon (i) an untrue statement or alleged
untrue statement or omission or alleged omission made in the Registration
Statement, the Prospectus or any amendment or supplement thereto in reliance
upon and in conformity with written information furnished to the Company by or
on behalf of a Purchaser expressly for use in the Registration Statement, the
Prospectus or any amendment or supplement thereto, or (ii) the failure of the
applicable Purchaser to comply with the covenants and agreements contained in
Section 5.2 or 7.2 of this Agreement regarding the resale of the Shares, or
(iii) the inaccuracy of any representations and warranties made by the
Purchaser in this Agreement or (iv) any untrue statement or omission of a material
fact required to make such statement not misleading in any Prospectus that is
corrected in any subsequent Prospectus or supplement thereto that was delivered
to the applicable Purchaser a reasonable amount of time before the pertinent
sale or sales by such Purchaser or (v) a direct claim against the Company by
such Purchaser Indemnitee if such Purchaser Indemnitee is a person that is
under common control with any Purchaser (as opposed to a third-party claim
against such Purchaser Indemnitee).


7.3.2
Indemnification by the Purchaser


Subject to Section 7.3.5,
the Purchaser will severally and not jointly indemnify and hold harmless the
Company, each of its directors, each of its officers who signed the
Registration Statement and each person, if any, who controls the Company within
the meaning of the Securities Act, against any losses, claims, damages,
liabilities or expenses to which the Company, each of its directors, each of
its officers who signed the Registration Statement or controlling person may become
subject, under the Securities Act, the Exchange Act, or any other federal or
state statutory law or regulation, or at common law or otherwise (including in
settlement of any litigation, if such settlement is effected with the written
consent of such Purchaser), insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof as contemplated below)
arise out of or are based upon (i) any failure on the part of such Purchaser to
comply with the covenants and agreements contained in Section 5.2 or 7.2 of
this Agreement regarding the resale of the Shares or (ii) the inaccuracy of any
representations and warranties made by such Purchaser in this Agreement or
(iii) any untrue or alleged untrue statement of any material fact contained in
the Registration Statement, the Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in the Registration Statement, the
Prospectus, or any amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
such Purchaser expressly for use therein and such Purchaser will reimburse the
Company, each of its directors, each of its officers who signed the Registration
Statement and each controlling person for reasonable legal and other expenses
as such expenses are incurred by the Company, each of its directors, each of
its officers who signed the Registration Statement and each controlling person
in connection with investigating, defending, settling, compromising or paying
any such loss, claim, damage, liability, expense or action; provided, however, that the Purchaser
shall not be liable for any such untrue or alleged untrue statement or omission
or alleged omission of which the Purchaser has delivered to the Company in
writing a correction of such untrue statement or omission of a material fact a
reasonable amount of time before the occurrence of the transaction from or upon
which such loss, claim, damage, liability or expense arose or was based.


7.3.3
Indemnification Procedure


(a)
Promptly after receipt by an indemnified party under this Section 7.3 of notice
of the threat or commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party under this
Section 7.3, promptly notify the indemnifying party in writing of the claim;
but the omission so to notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party for contribution or
otherwise under the indemnity agreement contained in this Section 7.3 to the
extent it is not prejudiced as a result of such failure.


(b)
In case any such action is brought against any indemnified party and such
indemnified party seeks or intends to seek indemnity from an indemnifying
party, the indemnifying party will be entitled to participate in, and, to the
extent that it may wish, jointly with all other indemnifying parties similarly
notified, to assume the defense thereof 











with counsel reasonably
satisfactory to such indemnified party; provided,
however, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be a conflict between the positions of
the indemnifying party and the indemnified party in conducting the defense of
any such action or that there may be legal defenses available to it or other
indemnified parties that are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right
to select separate counsel to assume such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and approval by
the indemnified party of counsel, which approval shall not be unreasonably
withheld, the indemnifying party will not be liable to such indemnified party
under this Section 7.3 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof unless:


(i)
the indemnified party shall have employed such counsel in connection with the
assumption of legal defenses in accordance with the proviso to the preceding
sentence (it being understood, however, that the indemnifying party shall not
be liable for the expenses of more than one separate counsel, approved by such
indemnifying party representing all of the indemnified parties who are parties
to such action), or


(ii)
the indemnifying party shall not have employed counsel reasonably satisfactory
to the indemnified party to represent the indemnified party within a reasonable
time after notice of commencement of action, in each of which cases the
reasonable fees and expenses of counsel shall be at the expense of the
indemnifying party.


7.3.4
Contribution


If the indemnification
provided for in this Section 7.3 is required by clause (i) of Section 7.3.1 or
clause (iii) of Section 7.3.2 but is for any reason held to be unavailable to
or otherwise insufficient to hold harmless an indemnified party under this
Section 7.3 in respect to any losses, claims, damages, liabilities or expenses
referred to in this Agreement, then each applicable indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of any losses, claims, damages, liabilities or expenses referred to in this Agreement
in such proportion as is appropriate to reflect the relative fault of the
Company and the Purchaser in connection with the statements or omissions, the
inaccuracies in the representations and warranties in this Agreement or the
breach of covenants and agreements in this Agreement that resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations.


The relative fault of the
Company and the Purchaser shall be determined by reference to, among other
things, whether the untrue or alleged statement of a material fact or the
omission or alleged omission to state a material fact or the inaccurate or the
alleged inaccurate representation or warranty relates to information supplied
by the Company or by such Purchaser and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses referred to above shall be
deemed to include, subject to the limitations set forth in Section 7.3.3, any
legal or other fees or expenses reasonably incurred by such party in connection
with investigating or defending any action or claim. The provisions set forth
in Section 7.3.3 with respect to the notice of the threat or commencement of
any threat or action shall apply if a claim for contribution is to be made
under this Section 7.3.4; provided, however,
that no additional notice shall be required with respect to any threat or
action for which notice has been given under Section 7.3 for purposes of
indemnification. The Company and the Purchaser agree that it would not be just
and equitable if contribution pursuant to this Section 7.3 were determined solely
by pro rata allocation (even if the Purchasers were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to in this paragraph. Notwithstanding
the provisions of this Section 7.3, no Purchaser shall be required to
contribute any amount in excess of the amount by which the total proceeds
received by it from the sale of the Shares exceeds the amount of any damages
that such Purchaser has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Purchasers’ obligations to
contribute pursuant to this Section 7.3 are several and not joint.


7.3.5
Limits on Liability


In no event shall the
aggregate liability hereunder of the Purchaser exceed (x) the purchase price
paid by the Purchaser for the Shares it bought hereunder with respect to the
matters described in clauses (i) and (ii) of Section 7.3.2 and (y) the gross
proceeds to such Purchaser as a result of the sale of Shares pursuant to a
Registration 











Statement, Prospectus or
any amendment or supplement thereto with respect to the matters described in
clause (iii) of Section 7.3.2.


7.4
Rule 144 Information


Until the earlier of (i)
the date on which the Shares may be resold by the Purchaser without registration
and without regard to any volume limitations by reason of Rule 144(k) under the
Securities Act or any other rule of similar effect or (ii) all of the Shares
have been sold pursuant to the Registration Statement or Rule 144 under the
Securities Act or any other rule of similar effect, the Company shall file all
reports required to be filed by it under the Securities Act, the rules and
regulations promulgated thereunder and the Exchange Act so long as it is
subject to such requirements and shall take such further reasonable action to
the extent required to enable the Purchaser to sell the Shares pursuant to Rule
144 under the Securities Act (as such rule may be amended from time to time).


8.
NOTICES


All notices, requests,
consents and other communications under this Agreement shall be in writing,
shall be mailed by first-class registered or certified airmail, confirmed
facsimile or nationally recognized overnight express courier postage prepaid,
and shall be delivered as addressed as follows:


(a)


if to the Company,
to:

Ebix, Inc.

Five Concourse Parkway, Suite 3200

Atlanta, GA 30328

Attention: Robin Raina

Telephone: 678-281-2031

Facsimile: 678-281-2019


or to such other person
at such other place as the Company shall designate to the Purchaser in writing;
and


(b)
if to the Purchaser, at its address or facsimile number as set forth on the
signature page to this Agreement, or at such other address or addresses or
facsimile number or numbers as may have been furnished to the Company in
writing.


Such notice shall be
deemed effectively given upon confirmation of receipt by facsimile, one
business day after deposit with such overnight courier or three days after
deposit of such registered or certified airmail with the U.S. Postal Service,
as applicable.


9.
MODIFICATION; AMENDMENT; TERMINATION


This Agreement may not be
modified or amended except pursuant to an instrument in writing signed by the
Company and the Purchaser.


10.
ENTIRE AGREEMENT


This Agreement supersedes
all other prior oral or written agreements between the parties with respect to
the matters discussed herein and contains the entire understanding with respect
to the matters covered herein.


11.
HEADINGS


The headings of the
various sections of this Agreement have been inserted for convenience of reference
only and shall not be deemed to be part of this Agreement.


12.
SEVERABILITY


If any provision
contained in this Agreement should be held to be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained in this Agreement shall not in any way be
affected or impaired thereby.


13.
GOVERNING LAW; JURISDICTION


This Agreement shall be
governed by and construed in accordance with the laws of the state of Delaware
and the federal law of the United States of America, without giving effect to
any choice of law or conflict of law provision or rule that would cause the
application of the laws of any other jurisdiction.











14.
COUNTERPARTS


This Agreement may be
executed in two or more counterparts, each of which shall constitute an
original, but all of which, when taken together, shall constitute but one
instrument, and shall become effective when one or more counterparts have been
signed by each party to this Agreement and delivered to the other parties.


15.
SUCCESSORS AND ASSIGNS


This Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors and assigns; provided that the Purchaser may not assign its rights
or obligations hereunder without the consent of the Company.


16.
NO THIRD-PARTY BENEFICIARIES


This Agreement is
intended for the benefit of the parties hereto and their respective permitted
successors and assigns and is not for the benefit of, nor may any provision
hereof be enforced by, any other person.


17.
PUBLICITY


Except as required by
law, the Purchaser shall not, without the prior written consent of the Company
make any public announcement or issue any press release that includes the name
of the Company with respect to the transactions contemplated by this Agreement.


[Signature pages follow]











IN
WITNESS WHEREOF, the parties to this Agreement have caused
this Agreement to be executed by their duly authorized representatives as of
the day and year first above written.


 


	
  EBIX, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Carl A. Serger

  	
   

  
	
   

  	
  Carl A. Serger

  	
   

  
	
   

  	
  Senior Vice President & Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Luxor Capital Partners, LP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Norris Nissim

  	
   

  
	
   

  	
  Norris Nissim

  	
   

  
	
   

  	
  General Counsel

  	
   

  
	
   

  	
  767 5th Avenue, 19th Floor

  	
   

  
	
   

  	
  New York, NY 
  10153

  	
   

  
	
   

  	
  Facsimile: 
  212.763.8001

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Luxor Capital Partners Offshore, Ltd

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Norris Nissim

  	
   

  
	
   

  	
  Norris Nissim

  	
   

  
	
   

  	
  General Counsel

  	
   

  
	
   

  	
  Luxor Capital Group, LP, Investment Manager

  	
   

  
	
   

  	
  767 5th Avenue, 19th Floor

  	
   

  
	
   

  	
  New York, NY 
  10153

  	
   

  
	
   

  	
  Facsimile: 
  212.763.8001

  	
   

  
				



 











APPENDIX I


Ebix, Inc.


STOCK CERTIFICATE QUESTIONNAIRE


Pursuant
to Section 3 of the Agreement, please provide us with the following
information: 


1.                                      The
exact name that your Shares are to be registered in (this is the name that will
appear on your stock certificate(s)).


2.                                      Your mailing address:


3.                                      If you are an entity, the state that is your
principal place of business (if you have multiple principal places of business,
please list the state where the decision to invest in the Shares was made). If
you are an individual, the state that is your legal place of residence:


4.                                      Your Tax Identification Number:


 











APPENDIX II


EBIX, INC.


REGISTRATION STATEMENT QUESTIONNAIRE


In
connection with the preparation of the Registration Statement, please provide
us with the following information: 


1.                                       Pursuant
to the “Selling Stockholder” section of the Registration Statement, please
state your or your organization’s name exactly as it should appear in the
Registration Statement:


2.                                       Please
provide the number of shares of Common Stock that you or your organization will
beneficially own immediately after Closing, including those Shares purchased by
you or your organization pursuant to this Purchase Agreement and those shares
purchased by you or your organization through other transactions:


3.                                       Have
you, your organization or any affiliate had any position, office or other
material relationship within the past three years with the Company or its
affiliates?


	
  

  	
  Yes

  	
  No

  



 


If yes, please indicate
the nature of any such relationships below: