Exhibit 10.5
FORM OF WARRANT
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.
Date of Issuance: June 30, 2004
WARRANT TO PURCHASE
SHARES OF COMMON STOCK
OF
HEALTHAXIS INC.
THIS IS TO CERTIFY that, for value received,
, 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,
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 Call Rights.
(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 to an account in a bank located in the
United States designated by the Company for such purpose; (B) by certified or
official bank check payable to the order of the Company; or (C) a combination of
such methods.
(b) Upon receipt of the required deliveries, and subject to Section 1(c)
below, the Company shall, as