Exhibit 10.30
SHARE PURCHASE AGREEMENT
This SHARE PURCHASE AGREEMENT (this "Agreement") is made and entered into as of
7th April 2008, by and among Ebix, Inc., a Delaware corporation (the "Company"),
and one or more purchasers comprised of client accounts and funds managed by
Ashford Capital Management, Inc. ("ACM"; with each ACM client or fund referred
to as a "Purchaser").
The Company desires to issue and sell to the ACM Purchasers (collectively, the
"Purchasers") an aggregate of one-hundred ten thousand (110,000) shares of the
Company's Common Stock (the "Shares") at a purchase price of Seventy-Two and
87/100 United States Dollars (US$72.87) per share, for an aggregate price of
eight million fifteen thousand seven hundred United States Dollars (US
$8,015,700,00), all upon the terms and conditions set forth herein (the
"Offering").
The Shares to be issued to and purchased by each ACM Purchaser are
called the "Purchaser Shares" and references to the Shares includes the
Purchaser Shares except as stated otherwise).
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.
The Company and each of the Purchasers are
entering into their respective Agreements in mutual reliance upon the exemption
from securities registration afforded by the provisions of Regulation D
("Regulation D") promulgated by the United States Securities Exchange Commission
(the "SEC") under the Securities Act of 1933, as amended and in effect (the
"Securities Act").
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) 110,000 PURCHASER SHARES.
THE NUMBER OF SHARES AND THE PURCHASE PRICE FOR SUCH SHARES BEING ISSUED TO AND
PURCHASED BY EACH ACM PURCHASER WILL BE AS SET OUT OPPOSITE EACH SUCH ACM
PURCHASER'S NAME AS INDICATED ON THE SIGNATURE PAGE FOR EACH SUCH ACM
PURCHASER.
THE COMPANY WILL ISSUE SHARES IN THE OFFERING TO EACH ACM PURCHASER
UNDER THE SAME TERMS AND CONDITIONS, AND AT THE SAME PURCHASE PRICE, ALL AS
EVIDENCED BY THE PROVISIONS OF THIS AGREEMENT.
2.2
PURCHASE PRICE.
THE PURCHASE PRICE OF EACH SHARE SHALL BE
SEVENTY-TWO AND 87/100 US DOLLARS (US$72.87) (THE "PER SHARE PRICE").
2.3
OBLIGATIONS SEVERAL NOT JOINT.
THE OBLIGATIONS OF EACH PURCHASER
UNDER THIS AGREEMENT ARE SEVERAL AND NOT JOINT WITH THE OBLIGATIONS OF ANY OTHER
PURCHASER, AND NO PURCHASER SHALL BE RESPONSIBLE IN ANY WAY FOR THE PERFORMANCE
OF THE OBLIGATIONS OF ANY OTHER PURCHASER UNDER THIS AGREEMENT.
NOTHING
CONTAINED HEREIN, AND NO ACTION TAKEN BY ANY PURCHASER PURSUANT HERETO, SHALL BE
DEEMED TO CONSTITUTE THE PURCHASERS AS A PARTNERSHIP, AN ASSOCIATION, A JOINT
VENTURE OR ANY OTHER KIND OF ENTITY, OR CREATE A PRESUMPTION THAT THE PURCHASERS
ARE IN ANY WAY ACTING IN CONCERT OR AS A GROUP WITH RESPECT TO SUCH