Exhibit 10.2
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) ARE 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 - 01
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"), and the Company is entitled to
require that the Holder purchase at any time from the date of issuance and on or
before the Expiration Date, up to 3,333,333 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; Company Put Rights.
(a) Subject to the terms and conditions set forth herein, the Holder
shall have the right, at the Holder's option, to exercise this Warrant, in whole
or in part, up to an aggregate of 2,222,222 shares of Common Stock, 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 to an account in a bank located in the
United States designated by the Company for such purpose; (B) by certified or
official