Exhibit 10.4
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED OR QUALIFIED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND ANY SUCH APPLICABLE STATE LAWS.
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF (1) MAY, UNDER
CERTAIN CIRCUMSTANCES, BE SUBJECT TO A CERTAIN INVESTOR RIGHTS AGREEMENT OF EVEN
DATE HEREWITH BETWEEN THE ISSUER HEREOF AND INITIAL HOLDER HEREOF (THE "INVESTOR
RIGHTS AGREEMENT") THAT RESTRICTS CERTAIN TRANSFERS OF SUCH SECURITIES AND (2)
MAY BE SUBJECT TO CERTAIN RIGHTS AND OBLIGATIONS PROVIDED FOR IN THAT CERTAIN
REGISTRATION RIGHTS AGREEMENT OF EVEN DATE HEREWITH BETWEEN THE ISSUER HEREOF
AND THE INITIAL HOLDER HEREOF (THE "REGISTRATION RIGHTS AGREEMENT"). A COPY OF
SUCH AGREEMENTS SHALL BE FURNISHED WITHOUT CHARGE BY THE ISSUER HEREOF TO THE
HOLDER HEREOF UPON WRITTEN REQUEST.
No. 2005 - 03
Date of Issuance: May 13, 2005
WARRANT TO PURCHASE
SHARES OF COMMON STOCK
OF
HEALTHAXIS INC.
THIS IS TO CERTIFY that, for value received, Tak Investments, Inc., a
Delaware corporation (the "Holder") is entitled to purchase from Healthaxis
Inc., a Pennsylvania corporation (the "Company"), at any time from the date of
issuance and on or before the Expiration Date, the number of shares of Common
Stock of the Company equal to 555,556 plus one (1) additional share of Common
Stock for each four (4) shares of Common Stock purchased pursuant to Warrant No.
2005-01 (or any successor instrument or instruments), up to an aggregate of
1,388,889 shares of Common Stock of the Company (as adjusted pursuant to
Section 2 of this Warrant) at the Exercise Price on the terms and subject to the
conditions hereinafter set forth.
Capitalized terms used herein without definition shall have the meanings
set forth in Section 8 of this Warrant.
1. Exercise of Warrant.
(a) Subject to the terms and conditions set forth herein, the Holder
shall have the right, at its option, to exercise this Warrant in whole or in
part at any time during the period commencing on the Issue Date and ending on
the Expiration Date. To exercise this Warrant, the Holder shall deliver to the
Company (i) a notice of exercise in the form attached hereto (the "Notice of
Exercise") duly completed and
executed, (ii) an amount in cash equal to the Exercise Price, (iii) this
Warrant; and (iv) such documentation as the Company may reasonably require in
connection with establishing an exemption from registration under federal and
state securities law for the issuance of shares of Common Stock to Holder upon
the exercise hereof, including, without limitation, an investor questionnaire,
and a letter of securities law representations and warranties concerning Holder
and Holder's investment in such securities. At the option of the Holder, payment
of the Exercise Price shall be made: (A) by wire transfer of funds