EBIX INC (Form: 8-K, Received: 05/10/2019 09:33:41)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 7, 2019

EBIX, INC.

(Exact name of registrant as specified in its charter)



Delaware	0-15946	77-0021975
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)



1 Ebix Way Johns Creek, Georgia		30097
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code (678) 281-2020

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading symbols	Name of each exchange on which registered
Common stock, $0.10 par value per share	EBIX	Nasdaq Stock Market

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Entry Into Amended Stock Appreciation Right Award Agreement

On May 7, 2019, Ebix, Inc. (the “ Company ”) entered into an Amended Stock Appreciation Right Award Agreement (the “ Amended SAR Agreement ”) with Robin Raina, the Company’s Chairman, President and Chief Executive Officer. The Amended SAR Agreement will become effective upon final approval of the litigation settlement described below. The Amended SAR Agreement amends and replaces the Stock Appreciation Right Award Agreement between the Company and Mr. Raina dated April 10, 2018 (the “ April SAR Agreement ”), which replaced the Acquisition Bonus Agreement between the Company and Mr. Raina dated July 15, 2009 (the “ ABA ”).

In recent years, certain claims have been raised by stockholders in litigation in the Court of Chancery of the State of Delaware (the “ Delaware Court of Chancery ”) challenging, among other things, the validity and interpretation of certain terms of the ABA and, subsequently, the April SAR Agreement (the “ Litigation ”). In connection with the Litigation, Mr. Raina asserted a conditional cross-claim against the Company for reformation of the ABA. The terms of the ABA generally provided that if Mr. Raina was employed by the Company upon the occurrence of: (i) an event in which more than 50% of the voting stock of the Company was sold, transferred, or exchanged, (ii) a merger or consolidation of the Company, (iii) the sale, exchange, or transfer of all or substantially all of the Company’s assets, or (iv) the acquisition or dissolution of the Company (each, an “ Acquisition Event ”), the Company would pay Mr. Raina a cash bonus based on a formula that was disputed by Plaintiffs in the Litigation and a tax gross-up payment for excise taxes that would be imposed on Mr. Raina for the cash bonus payment. Upon the execution of the April SAR Agreement, the ABA was terminated and each party relinquished their respective rights and benefits under the ABA.

Upon the effective date of the April SAR Agreement, Mr. Raina received 5,953,975 stock appreciation rights with respect to the Company’s common shares (the “ SARs ”). Upon an Acquisition Event, each of the SARs entitled Mr. Raina to receive a cash payment from the Company equal to the excess, if any, of the net proceeds per share received in connection with the Acquisition Event over the base price of $7.95 per share. Although the SARs were not granted under the Company’s 2010 Stock Incentive Plan (the “ Plan ”), the April SAR Agreement incorporated certain provisions of the Plan, including the provisions requiring equitable adjustment of the number of SARs and the base price in connection with certain corporate events (including stock splits). Under the terms of the April SAR Agreement, Mr. Raina would have been entitled to receive full payment with respect to the SARs if either he (i) were employed by the Company on the closing date of an Acquisition Event or (ii) had been involuntarily terminated by the Company without cause (as defined in the April SAR Agreement) within the 180-day period immediately preceding an Acquisition Event. All of the SARs would have been forfeited if Mr. Raina’s employment had been terminated for any other reason prior to the closing date of an Acquisition Event.

In addition, while Mr. Raina was employed by the Company and prior to an Acquisition Event, the April SAR Agreement provided that the Company’s Board of Directors (the “ Board ”) would determine annually whether a “shortfall” (as described below) existed as of the end of the immediately preceding fiscal year. In the event the Board determined that a shortfall existed, Mr. Raina would have been granted additional SARs (or, in the Board’s sole discretion, additional restricted shares or restricted stock units (each a “ Share Grant ”)) in an amount sufficient to eliminate such shortfall (each a “ Shortfall Grant ”). Under the terms of the April SAR Agreement, a shortfall existed if: (A) the sum of (i) the number of common shares deemed to be owned by Mr. Raina as of the effective date of the April SAR Agreement, plus (ii) the number of SARs granted to Mr. Raina (including any Shortfall Grants), plus (iii) the number of shares underlying any previously granted Share Grant, was less than 20% of (B) the sum of (i) the number of SARs granted to Mr. Raina (including any Shortfall Grants), plus (ii) the number of outstanding shares reported by the Company in its audited financial statements as of the end of the immediately preceding fiscal year. Under the terms of the April SAR Agreement, if the Board elected to make a Shortfall Grant in respect of such shortfall, such SARs would have been subject to the same terms and conditions as the SARs initially granted under the April SAR Agreement. If the Board elected to make a Share Grant in respect of such shortfall, such restricted shares or restricted stock units would have had such terms and conditions as determined by the Board, but generally would have followed the terms of the restricted shares or restricted stock units granted to other executives of the Company at or about the time of such Share Grant, but no Share Grant would have vested more rapidly than one-third of such Share Grant prior to the first anniversary of the grant date, with the remainder vesting in eight equal quarterly installments following the first anniversary of the grant date. The April SAR Agreement also provided for the Company to make tax gross-up payments for excise taxes that would be imposed on Mr. Raina in respect of any payments (other than any payments with respect to any Share Grants) made in connection with a change in control of the Company under Section 4999 of the Internal Revenue Code.

A trial was held in the Litigation on August 20, 21 and 23, 2018. On January 23, 2019, the parties to the Litigation (the “ Parties ”) entered into a Stipulation and Agreement of Settlement (the “ Settlement Agreement ”) pursuant to which the Parties agreed, subject to Final Approval (as defined in the Settlement Agreement) by the Delaware Court of Chancery, to settle and resolve the Litigation pursuant to the terms set forth in the Settlement Agreement (the “ Litigation Settlement ”). A copy of the Settlement Agreement is attached hereto as Exhibit 99.1. Thereafter, notice of the Litigation Settlement was prepared and mailed on February 4, 2019 (the “ Notice ”).

Following a hearing held on April 5, 2019, the Delaware Court of Chancery determined that the Litigation Settlement was fair, reasonable, adequate and in the best interest of the plaintiffs, the class and the Company, and entered an Order and Final Judgment approving the Litigation Settlement. The Litigation Settlement includes, among other things, the adoption and entry into the Amended SAR Agreement, as well as certain governance measures (set forth in Exhibit B to the Settlement Agreement). The Amended SAR Agreement was negotiated as part of the Litigation Settlement and will become effective upon Final Approval of the Litigation Settlement, and includes the following changes and modifications to the April SAR Agreement:


a)	Mr. Raina will commit to continue to serve and not resign as the Company’s Chief Executive Officer for at least two years following Final Approval of the Litigation Settlement;

any shares paid, awarded or otherwise received by Mr. Raina as compensation after the effective date of the April SAR Agreement, including any shares received by Mr. Raina from the exercise of any options granted after the effective date of the April SAR Agreement or from the grant or vesting of any restricted shares or settlement of any restricted stock units granted after the effective date of the April SAR Agreement (but excluding any shares received as a result of the grant, vesting or settlement of any Share Grants), will be excluded from the outstanding shares for purposes of the Board’s annual shortfall determination;

if an Acquisition Event occurs more than 180 days after, but not later than the tenth anniversary of, the date that Mr. Raina’s employment is involuntarily terminated by the Company without Cause (as defined in the Amended SAR Agreement), 1,000,000 SARs will be deemed accrued and will be eligible to vest on the closing date of the Acquisition Event, which number will be increased by 750,000 SARs beginning on the first anniversary of Final Approval of the Litigation Settlement and each anniversary thereafter (subject in each case to Mr. Raina’s continued employment on each anniversary date), until 100% of the SARs (including any Shortfall Grants) have accrued and are eligible to vest on the closing date of an Acquisition Event that occurs more than 180 days after, but not later than the tenth anniversary of, the date that Mr. Raina’s employment is involuntarily terminated by the Company without Cause; provided, however, that, (i) no additional SARs will accrue following the date that Mr. Raina’s employment is involuntarily terminated by the Company without Cause, (ii) any accrued SARs will be forfeited if an Acquisition Event does not occur prior to the tenth anniversary of the date that Mr. Raina’s employment is involuntarily terminated by the Company without Cause, and (iii) all of the SARs will be forfeited if Mr. Raina’s employment terminates for any other reason prior to the closing date of an Acquisition Event; and


d)	The obligation of the Company to make tax gross-up payments for excise taxes that would be imposed on Mr. Raina in respect of any payments made in connection with a change in control of the Company will be eliminated.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Amended SAR Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.	Description

10.1	Amended Stock Appreciation Right Award Agreement
99.1	Stipulation and Agreement of Settlement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



EBIX, INC.


By:	/s/ Sean T. Donaghy
Name:		Sean T. Donaghy
Title:		Chief Financial Officer(principal financial and accounting officer)

Dated: May 10, 2019

Exhibit 10.1

AMENDED STOCK APPRECIATION RIGHT AWARD AGREEMENT

THIS AMENDED STOCK APPRECIATION RIGHT AWARD AGREEMENT (this “ Agreement ”) is made and entered into as of May 7, 2019 (the “ Grant Date ”) by and between Ebix, Inc., a Delaware corporation (the “ Company ”), and Robin Raina (“ Participant ”) and amends the Stock Appreciation Right Award Agreement entered into by the Company and Participant as of April 10, 2018 (the “ April SAR Agreement ”).

WHEREAS , on July 15, 2009, the Company and Participant entered into a certain Acquisition Bonus Agreement (the “ Bonus Agreement ”);

WHEREAS , the Company has disclosed calculations of hypothetical payments due to Participant under the Bonus Agreement (the “ Example Calculations ”);

WHEREAS , certain claims have been raised in litigation captioned In re Ebix, Inc. Stockholder Litigation , Cons. C.A. No. 8526-VCS (Del. Ch.), in the Delaware Court of Chancery (the “ Litigation ”) challenging the validity and interpretation of certain terms of the Bonus Agreement and the April SAR Agreement;

WHEREAS , in connection with the Litigation, Participant asserted a cross-claim against the Company seeking reformation of the Bonus Agreement;

WHEREAS , the Board of Directors of the Company (the “ Board ”) has determined that it is in the best interests of the Company and its stockholders to provide an incentive to Participant, as the Company’s Chief Executive Officer, to continue to contribute to the Company’s business, and in the event of any future corporate transaction that results in an Acquisition Event (as herein defined), to reward Participant appropriately for his contributions to the Company, prior to such Acquisition Event, and to further incentivize Participant to maximize the value received by the stockholders of the Company in an Acquisition Event;

WHEREAS , the parties wished to terminate the Bonus Agreement, resolve any uncertainty created by the Litigation, resolve Participant’s cross-claim against the Company and to enter into a new agreement to incentivize Participant to continue to increase the value of the Company and its Common Shares, which was done in the April SAR Agreement;

WHEREAS , the parties to the Litigation negotiated a settlement (the “ Litigation Settlement ”) that included the changes to the April SAR Agreement that are reflected in this Agreement, including a commitment by Participant to continue to serve and not resign as the Company’s Chief Executive Officer for at least two years after the Litigation Settlement becomes final;

WHEREAS , the Litigation Settlement is subject to approval by the Delaware Court of Chancery;

WHEREAS , this Agreement will become effective and replace the April SAR Agreement upon: (i) Final Approval (as defined in the Stipulation and Agreement of Settlement dated as of January 18, 2019, and agreed to by all parties to the Litigation) by the Delaware Court of Chancery of the Litigation Settlement; (ii) execution of this Agreement by a duly authorized representative of the Company; and (iii) execution of this Agreement by Participant;

WHEREAS , any capitalized term that is used, but not defined, in this Agreement shall have the meaning ascribed to such term in the Ebix, Inc. 2010 Stock Incentive Plan (the “ Plan ”); and

Exhibit 10.1

WHEREAS , Participant desires to accept such grant of Stock Appreciation Rights from the Company in accordance with all of the terms and conditions of this Agreement.

NOW, THEREFORE , in consideration of the mutual promises, covenants and agreements herein contained, together with other good and valuable consideration the receipt of which is hereby acknowledged, the Company and Participant hereby agree as follows:


1.	Grant of Appreciation Rights .

(a) The Company hereby grants to Participant 5,953,975 Stock Appreciation Rights with respect to the Common Shares (the “ Stock Appreciation Rights ”), subject to all of the terms and conditions of this Agreement, having a base value of $7.95 per Share (“ Base Price ”). Prior to any Acquisition Event, on or before March 31 of each year the Board shall determine whether a shortfall (as determined pursuant to the last sentence of this Section 1(a)) existed as of the end of the immediately preceding fiscal year. In the event the Board determines that a shortfall existed and Participant is then employed by the Company, the Company shall grant Participant a number of Stock Appreciation Rights (each, a “ Shortfall Grant ”) sufficient to eliminate such shortfall. Each Shortfall Grant shall be subject to the terms of this Agreement as if granted hereunder and all references herein to Stock Appreciation Rights shall include Stock Appreciation Rights granted as part of the Shortfall Grant. Notwithstanding the foregoing, the Board, in its sole discretion, instead of granting Participant additional Stock Appreciation Rights as a Shortfall Grant, may grant him a number of RSUs or shares of Restricted Stock under the then existing stockholder-approved Company equity incentive plan (each such grant, a “ Share Grant ”) sufficient to eliminate such shortfall. Each Share Grant will have such terms and conditions as determined by the Board, but shall generally follow the terms of RSU or Restricted Stock awards granted to other executives of the Company at or about the time of such Share Grant; provided no Share Grant shall vest more rapidly than one third prior to the first anniversary of grant and the remainder in eight equal quarterly installments following the first anniversary of grant. A shortfall shall exist if the number of Participant’s Shares is less than 20% of the total of (a) the number of Stock Appreciation Rights, plus (b) the number of outstanding shares reported by the Company in its audited financial statements as of the end of the immediately preceding fiscal year, minus (c) the number of shares paid, awarded or otherwise received by Participant from the Company as compensation after April 10, 2018, including any shares received as a result of Participant exercising stock options granted after April 10, 2018 or the grant or vesting of restricted stock or settlement of RSUs granted to Participant after April 10, 2018, but excluding any shares received as a result of the grant, vesting or settlement of any Share Grants (as defined herein).

(b) Upon becoming vested in accordance with Section 2, each Stock Appreciation Right shall entitle Participant to receive a cash payment from the Company in accordance with Section 3 equal to the excess, if any, of the Net Proceeds Per Share received in connection with an Acquisition Event over the Base Price.

(c) “ Accrued ” with respect to the Stock Appreciations Rights means that Participant has a conditional right to vest in the Stock Appreciation Rights if the Closing Date (as defined herein) occurs more than 180 days after, but no later than the tenth anniversary of, the date that Participant has been involuntarily terminated without Cause, and does not provide Participant with any other rights.

(d) “ Acquisition Event ” means the occurrence of any of the following events (or a series of related events) with respect to the Company if the stockholders of the Company immediately prior to the event(s) do not retain immediately after the event(s) (in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the event(s)), direct or indirect beneficial ownership of more than 50% of the total combined voting power of the outstanding voting securities of the Company or the entity to which the Company’s assets are transferred: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than 50% of the voting stock

Exhibit 10.1

of the Company; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or (iv) the acquisition or dissolution of the Company. Notwithstanding the foregoing, an event shall not constitute an Acquisition Event unless it is also a “change in control event” described in Treasury Regulations section 1.409A-3(i)(5)(i).

(e) “ Cause ” means any of the following: (a) Participant’s theft, dishonesty, or falsification of Company documents or records; (b) Participant’s improper use or disclosure of the Company’s confidential or proprietary information; (c) Participant’s failure or inability to perform reasonable assigned duties or to abide by the policies of the Company; (d) any material breach by Participant of any employment or contractor agreement between Participant and the Company; or (e) Participant’s conviction (including a plea of guilty or nolo contendere) of any criminal act which impairs Participant’s ability to perform Participant’s duties with the Company.

(f) “ Closing Date ” means the date on which an Acquisition Event occurs. An Acquisition Event “occurs” upon the closing of all transactions necessary to consummate such Acquisition Event.

(g) “ Net Proceeds Per Share ” shall be the sum of any cash consideration and the Fair Market Value of any securities received or receivable per Share by the stockholders of the Company in or by virtue of the Acquisition Event determined by the Board in its discretion.

(h) “ Participant’s Shares ” means the sum of (a) the number of Stock Appreciation Rights, (b) the number of Common Shares deemed by the parties to be owned by the Participant as of the date of this Agreement, which is agreed to be 3,676,540, as adjusted for any stock splits or stock dividends, and (c) the aggregate number of Common Shares subject to, or underlying (if any Share Grants are cash settled), any Share Grants granted prior to the date of determination.

(i) “ The Fair Market Value ” of any securities received by the Company’s stockholders shall be determined as follows:

(i) Stock Listed and Shares Traded . If such securities are listed and traded on a national securities exchange (as such term is defined by the Securities Exchange Act of 1934) on the date of determination, the Fair Market Value per share shall be the average of the closing prices of the securities on such national securities exchange, over the twenty (20) trading day period ending three (3) trading days prior to the Closing Date. If such securities are traded in the over-the-counter market, the Fair Market Value per share shall be the average of the closing bid and asked prices on the day immediately prior to the Closing Date.

(ii) Stock Not Listed . If such securities are not listed on a national securities exchange or, if such securities are traded in the over-the-counter market but there shall be no published closing bid and asked prices available on the date immediately prior to the Closing Date, then the Board shall determine the Fair Market Value of such securities from all relevant available facts, which may include the average of the closing bid and ask prices reflected in the over-the-counter market on a date within a reasonable period either before or after the date of determination, or opinions of independent experts as to value and may take into account any recent sales and purchases of such securities to the extent they are representative.


2.	Vesting of Appreciation Rights .

(a) If an Acquisition Event occurs, the Stock Appreciation Rights shall vest in full on the Closing Date if Participant is an employee of the Company at such time or his employment with the Company has been involuntarily terminated without Cause within the 180-day period immediately preceding the Closing

Exhibit 10.1

Date. If an Acquisition Event occurs more than 180 days after, but no later than the tenth anniversary of, the date that Participant’s employment has been involuntarily terminated without Cause, the Stock Appreciation Rights shall vest on the Closing Date of an Acquisition Event as follows:

(i) if Participant’s employment is involuntarily terminated without Cause within one year of the Litigation Settlement becoming Final, 1,000,000 Stock Appreciation Rights shall be deemed Accrued and will vest on the Closing Date;

(ii) if Participant’s employment is involuntarily terminated without Cause on or after the first anniversary of the Litigation Settlement becoming Final, but before the second anniversary of the Litigation Settlement becoming Final, a total of 1,750,000 Stock Appreciation Rights shall be deemed Accrued and will vest on the Closing Date;

(iii) if Participant’s employment is involuntarily terminated without Cause on or after the second anniversary of the Litigation Settlement becoming Final, but before the third anniversary of the Litigation Settlement becoming Final, a total of 2,500,000 Stock Appreciation Rights shall be deemed Accrued and will vest on the Closing Date;

(iv) if Participant’s employment is involuntarily terminated without Cause on or after the third anniversary of the Litigation Settlement becoming Final, but before the fourth anniversary of the Litigation Settlement becoming Final, a total of 3,250,000 Stock Appreciation Rights shall be deemed Accrued and will vest on the Closing Date;

(v) if Participant’s employment is involuntarily terminated without Cause on or after the fourth anniversary of the Litigation Settlement becoming Final, but before the fifth anniversary of the Litigation Settlement becoming Final, a total of 4,000,000 Stock Appreciation Rights shall be deemed Accrued and will vest on the Closing Date;

(vi) if Participant’s employment is involuntarily terminated without Cause on or after the fifth anniversary of the Litigation Settlement becoming Final, but before the sixth anniversary of the Litigation Settlement becoming Final, a total of 4,750,000 Stock Appreciation Rights shall be deemed Accrued and will vest on the Closing Date;

(vii) if Participant’s employment is involuntarily terminated without Cause on or after the sixth anniversary of the Litigation Settlement becoming Final, but before the seventh anniversary of the Litigation Settlement becoming Final, a total of 5,500,000 Stock Appreciation Rights shall be deemed Accrued and will vest on the Closing Date;

(viii) if Participant’s employment is involuntarily terminated without Cause on or after the seventh anniversary of the Litigation Settlement becoming Final, a total of 5,953,975 Stock Appreciation Rights shall be deemed Accrued and will vest on the Closing Date; and

(ix) if Participant’s employment is involuntarily terminated without Cause after any Shortfall Grants in the form of Stock Appreciation Rights have been made, 296,025 of those Stock Appreciation Rights shall be deemed Accrued on the seventh anniversary of the Litigation Settlement becoming Final. Any further Stock Appreciation Rights received as a result of Shortfall Grants shall be deemed Accrued at a rate of 750,000 per year beginning on the eighth anniversary of the Litigation Settlement becoming Final until all Stock Appreciation Rights awarded pursuant to Shortfall Grants have been deemed Accrued.

Exhibit 10.1

(b) If Participant’s employment is involuntarily terminated without Cause prior to all Stock Appreciation Rights (including any Stock Appreciation Rights received as a result of Shortfall Grants) being deemed Accrued, no further Stock Appreciation Rights shall be deemed Accrued after Participant’s employment is involuntarily terminated without Cause. For the avoidance of doubt, all Stock Appreciation Rights will terminate and be forfeited upon termination of Participant’s employment at any time before the Closing Date for any reason other than an involuntary termination of employment without Cause.

(c) For purposes of this Agreement, an involuntary termination of employment without Cause shall not include a termination of employment due to Participant’s death or total and permanent disability (as determined pursuant to Section 6.11(b) of the Plan).

(d) Notwithstanding anything set forth in this Agreement or the Plan to the contrary, if the Base Price equals or exceeds the Net Proceeds Per Share as of the Closing Date, then the Stock Appreciation Rights shall automatically be canceled and forfeited without the payment of any consideration to Participant or any other Person in respect thereof.


3.	Settlement of Appreciation Rights .

(a) Payments with respect to Stock Appreciation Rights shall be made on the same schedule as payments to the holders of the Company’s common stock in respect of the Acquisition Event on or after the Closing Date. Payments with respect to Stock Appreciation Rights shall be payable in cash, provided that Participant shall be entitled to elect to receive payment of all or any portion of the amounts payable with respect to Stock Appreciation Rights in such other consideration as shall be received per Share by the stockholders of the Company in or by virtue of such Acquisition Event. Notwithstanding the foregoing, this provision shall be interpreted and applied so as to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) and Treasury Regulations section 1.409A-3(i)(5)(iv) to the extent required to avoid an accelerated or additional tax under Section 409A of the Code. If Participant dies after the Closing Date, but before receiving all benefits to which he is entitled under this Agreement, Participant’s benefits under this Agreement shall be paid or issued to Participant’s Beneficiary or Beneficiaries (as herein defined) at the time(s) and in the amount(s) provided under this Agreement if Participant had not died. Participant shall, on a form designated by the Company, designate one or more death beneficiaries (each a “ Beneficiary ”). A Beneficiary designation will be effective only when a signed and dated Beneficiary designation form has been filed with the Company. If Participant is not survived by any Beneficiary, the Company shall distribute Participant’s benefits under this Agreement to the legal representatives of the estate of Participant. Notwithstanding the foregoing, no payment shall be made more than five (5) years after the Closing Date and any payment due after such fifth anniversary shall be forfeited by Participant.

(b) The Company’s only payment obligation under this Agreement is the payment to Participant for Participant’s Stock Appreciation Rights in accordance with the terms of this Agreement. The Company shall not be obligated to and shall not pay Participant, Participant’s beneficiaries or any other legal representative of Participant’s estate any additional amount for any excise tax imposed on Participant, Participant’s beneficiaries or any other legal representative of Participant’s estate as a result of the Company’s payment for Participant’s Stock Appreciation Rights by Section 4999 of the Code (or any successor provision) or any interest or penalties with respect to such excise tax.


4.	Continued Service Commitment . Participant agrees to continue to serve and not resign as the Company’s Chief Executive Officer for at least two years after the Litigation Settlement becomes Final.

5. Governing Law; Jurisdiction; Waiver of Jury Trial . This Agreement, and any and all disputes, claims or causes of action (whether in contract, tort, statute or otherwise) directly or indirectly based upon, arising out of or in any way related to this Agreement, or the negotiation, execution, interpretation or

Exhibit 10.1

performance of this Agreement (including any such dispute, claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) (each a “ Dispute ”), shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law. The Court of Chancery of State of Delaware shall be the sole and exclusive forum for any action, suit or proceeding relating to or arising out of any such Dispute (a “ Covered Action ”), unless the Court of Chancery of the State of Delaware shall determine that it does not have subject matter jurisdiction, in which case, any such Covered Action shall be brought in the Superior Court of the State of Delaware or the United States District Court for the District of Delaware (the “ Delaware Courts ”). Each party hereto hereby irrevocably and unconditionally (i) agrees not to commence any Covered Action except in such Delaware Courts in accordance with this Section; (ii) consents and submits to the exclusive jurisdiction of, and waives any objection to the laying of venue in, such Delaware Courts and agrees not to plead or otherwise claim that any Covered Action brought therein has been brought in any inconvenient forum; and (iii) waives any right such party may have to a trial by jury in respect of any Covered Action. This Section remains in full force and shall survive the termination of this Agreement as set forth in Section 21 or otherwise.

6. Severability . If it shall be determined by a court of competent jurisdiction that any provision of this Agreement shall be invalid or unenforceable under applicable law, such invalidity or unenforceability shall not invalidate the entire Agreement. This Agreement shall be construed so as to limit any term or provision so as to make it enforceable or valid within the requirements of any applicable law, and, in the event such term or provision cannot be so limited, this Agreement shall be construed to omit such invalid or unenforceable provisions.

7. No Guarantee of Employment, Service or Payment . Except as otherwise required by applicable law, the existence of this Agreement or the eligibility to receive any payment under this Agreement shall not be deemed to constitute a contract of employment or service between the Company or any of its Affiliates and Participant or to otherwise change the terms of Participant’s employment with the Company. Nothing in this Agreement shall give Participant the right to be retained in the service of the Company or any of its Affiliates or to restrict the right of any of them to discipline or terminate Participant at any time (with or without cause or notice).

8. Nature of the Award . The eligibility to receive payments under this Agreement (a) constitutes a benefit that is extraordinary in nature and shall not provide for any additional direct or indirect allowance under any applicable contract or national collective bargaining agreement, except to the extent required by applicable law; (b) shall not constitute a condition for a future grant of additional similar economic benefits or benefits of another nature; and (c) does not grant to Participant a right to take part in any other incentive systems that may be implemented or any other remuneration of any nature whatsoever.

9. Unfunded Agreement; Participant’s Rights Unsecured and Unfunded . This Agreement is intended to be an unfunded arrangement. All rights of Participant to receive a payment under this Agreement are unfunded and unsecured and neither the Company nor any of its Affiliates is required to set aside money or any other property to fund any obligations under this Agreement, and any amounts that may be so set aside prior to payment under the terms of this Agreement remain the property of the entity setting the amounts aside.

10. Transfer and Assignment; Third Party Rights .

(a) Subject to the provisions of applicable law, without the prior consent of the Company, no interest of Participant in, or right to receive a benefit or payment under, this Agreement shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind.

(b) Nothing express or implied in this Agreement is intended or may be construed to give any Person other than Participant any rights or remedies under this Agreement except as agreed in advance by the Company and specifically set forth herein.

Exhibit 10.1

11.

Taxes . To the extent required by applicable law, all payments under this Agreement shall be subject to applicable taxes or social security or national insurance deductions (or similar taxes, deductions or contributions under applicable law). The Company or any of its Affiliates shall have the right to withhold (or require Participant to remit to the Company an amount sufficient to satisfy) all applicable taxes and social security premiums and to make any applicable set-offs they determine to be necessary or desirable in accordance with applicable law in respect of any payments made under this Agreement.

12. Termination of Bonus Agreement and the April SAR Agreement . Upon execution of the April SAR Agreement by a representative of the Company and Participant, the Bonus Agreement was terminated and of no further force and effect whatsoever, and each party relinquished all rights and benefits and terminated all duties and obligations thereunder. The Bonus Agreement remains terminated and of no further force and effect whatsoever, and each party’s rights and benefits remain relinquished and all duties and obligations thereunder remain terminated upon the Litigation Settlement becoming Final. Upon the Litigation Settlement becoming Final, the April SAR Agreement shall be terminated and of no further effect and shall be replaced and superseded in its entirety by this Agreement.

13. Release of Claims . Participant, on behalf of himself and any other Person in respect thereof, hereby fully and unconditionally releases and discharges the Company and all agents, partners, directors, employees, attorneys, successors and assigns, and each of them, from all actions, causes of action, claims, judgments, obligations, damages and liabilities, of whatsoever kind and character, occurring at any time or prior to the date of this release, directly or indirectly based upon, arising out of or in any way related to the Bonus Agreement, or the negotiation, execution, interpretation or performance of the Bonus Agreement, including without limitation, any claim for reformation of the Bonus Agreement.

14. Notice . All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Participant: To the Participant’s address in Company’s files.

If to the Company:

Ebix, Inc.

1 Ebix Way

Johns Creek, GA 30097


15.	Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

16. Section Headings . The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

17. Incorporation of the Terms of the Plan . The Stock Appreciation Rights are not subject to the Plan. However, any provision of the Plan, as it may be amended from time to time, under Articles III, X, XII, XIII and XV and Section 4.3 therein that is not inconsistent with this Agreement is hereby incorporated by reference as if this Agreement was an Award of SARs granted under the Plan. By entering into this Agreement, Participant agrees and acknowledges that Participant has received and read a copy of the Plan as set forth on Exhibit A hereto. In the event of any inconsistency between the Plan and this Agreement, the terms of this Agreement shall control.

18. Entire Agreement; Amendment .

(a) This Agreement contains all of the terms agreed upon between Participant and the Company with respect to the subject matter hereof between Participant and the Company with respect to the matters contemplated in this Agreement. As set forth in Section 12 of this Agreement, the Bonus Agreement is and shall remain null and void. Without limiting the effect of the foregoing, Participant agrees that the

Exhibit 10.1

April SAR Agreement satisfied and, upon the Litigation Settlement becoming Final and this Agreement becoming effective, this Agreement also satisfies any rights he may have had under any prior understanding or agreement between Participant and the Company with respect to the subject matters described in the Bonus Agreement or herein. Any agreement or rights that Participant might have related to severance, would be in addition to this Agreement and is not being covered by this Agreement.

(b) Participant and the Company agree that no term, provision or condition of this Agreement shall be held to be altered, amended, changed or waived in any respect except as evidenced by written agreement of Participant and the Company.

19.

Mutual Drafting . The parties hereto are sophisticated, and have each had the opportunity to be represented by counsel of their own choice in negotiating this Agreement. This Agreement shall therefore be deemed to have been negotiated and prepared at the joint request, direction and construction of the parties, at arm’s length, with the advice and participation of counsel, and shall be interpreted in accordance with its terms without favor to either party, and no presumption or burden of proof shall arise favoring or disfavoring either party by virtue of authorship of this Agreement.

20. Compliance with Section 409A . The Company and Participant agree to negotiate in good faith to reform any provisions of this Agreement to maintain to the maximum extent practicable the original intent of the applicable provisions without violating the provisions of Section 409A of the Code, if the Company deems such reformation necessary or advisable pursuant to guidance under Section 409A of the Code to avoid the incurrence of any such interest and penalties. Such reformation shall not result in a reduction of the aggregate amount of payments or benefits under this Agreement.

21. Termination . This Agreement shall terminate automatically upon the occurrence of an Acquisition Event, effective as of the Closing Date, provided that such automatic termination shall not affect the accrual or payment with respect to Stock Appreciation Rights provided for herein with respect to such Acquisition Event or the rights or obligations of the Company or Participant hereunder in respect of such Stock Appreciation Rights.

22. Confidential Information . Participant shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies and their respective businesses, which shall have been obtained by Participant during Participant’s employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by Participant or representatives of Participant in violation of this Agreement). After termination of Participant’s employment with the Company, Participant shall not, without the prior written consent of the Company, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In addition, to the extent that Participant is a party to any other agreement relating to confidential information, inventions or similar matters with the Company, Participant shall continue to comply with the provisions of such agreements. Nothing in this Agreement shall prohibit Participant from (i) disclosing information and documents when required by law, subpoena or court order, (ii) disclosing information and documents to Participant’s attorney, financial or tax adviser for the purpose of securing legal, financial or tax advice, or (iii) retaining, at any time, Participant’s personal correspondence, Participant’s personal contacts and documents related to Participant’s own personal benefits, entitlements and obligations, except where such correspondence, contracts and documents contain confidential information. Notwithstanding anything set forth in this Agreement to the contrary, (i) Participant will not be prohibited from reporting possible violations of federal or state law or regulation to any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation, nor is Participant required to notify the Company regarding any such reporting, disclosure or cooperation with the government, and (ii) no provision contained in this Agreement is intended to conflict with Section 1833(b) of the Defend Trade Secrets Act of 2016 or create liability for disclosures of trade secrets that are expressly allowed by such Section.

Exhibit 10.1

23. Public Announcements . Participant shall consult with the Company before issuing any press release or otherwise making any public statement with respect to the Company or any of its affiliated companies, this Agreement or the transactions contemplated hereby, and Participant shall not issue any such press release or make any such public statement without the prior written approval of the Company, except as may be required by applicable law, rule or regulation or any self-regulatory agency requirements, in which event the Company shall have the right to review and comment upon any such press release or public statement prior to its issuance.

24. Authority . Participant and the Company each has full power and authority to enter into this Agreement, and all necessary resolutions, approvals, and authorizations have been obtained.

25. Acknowledgment of Full Understanding . Participant acknowledges and agrees that: (i) Participant has had adequate opportunity to consult with independent counsel of his own choice, has been advised to do so by the Company and has done so to the extent he deems necessary; (ii) Participant has had adequate opportunity to consider this Agreement and to consult with any other advisor of his own choice, has been advised to do so by the Company and has done so to the extent he deems necessary; (iii) Participant has carefully read this Agreement in its entirety, understands all of the terms herein and is fully aware of its legal effect; (iv) Participant has entered into this Agreement voluntarily and freely based on his own judgment and has not acted in reliance upon any representations or promises not expressly contained herein. The Company acknowledges and agrees that: (i) the Company, including the Board and any committee thereof, has had adequate opportunity to consult with independent counsel of its own choice, has been advised to do so by Participant and has done so to the extent it deems necessary; (ii) the Company, including the Board and any committee thereof, has had adequate opportunity to consider this Agreement and to consult with any other advisor of its own choice, has been advised to do so by Participant and has done so to the extent it deems necessary; (iii) the Company, including the Board and any committee thereof, has carefully read this Agreement in its entirety, understands all of the terms herein and is fully aware of its legal effect; (iv) the Company, including the Board and any committee thereof, has entered into this Agreement voluntarily and freely based on its own judgment and has not acted in reliance upon any representations or promises not expressly contained herein. The Company and Participant acknowledge that following April 10, 2018, the Bonus Agreement is and shall remain null and void, and that the April SAR Agreement contained any and all terms agreed upon between Participant and the Company with respect to the subject matter described therein. The Company and Participant acknowledge that following the date that the Litigation Settlement becomes Final, the April SAR Agreement shall be null and void, and that this Agreement contains any and all terms agreed upon between Participant and the Company with respect to the subject matter described herein. The Company and Participant acknowledge that any prior understandings or agreements with respect to the subject matter described herein that are not contained in this Agreement are hereby superseded by the terms of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREBY, the Company and Participant have executed and delivered this Agreement as of the year and date first above written.

EBIX, INC.


	By: /s/ DARREN JOSEPH


	Name: Darren Joseph


	Title: Corporate Vice President

PARTICIPANT

Exhibit 10.1

/s/ ROBIN RAINA

Robin Raina

Exhibit A

Ebix, Inc. 2010 Stock Incentive Plan[attached hereto]

Exhibit 99.1

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE



IN RE EBIX, INC., STOCKHOLDER LITIGATION	) )	CONSOLIDATED C.A. No. 8526-VCS

STIPULATION AND AGREEMENT OF SETTLEMENT

This Stipulation and Agreement of Settlement (“Stipulation”) is entered into this 23 ^rd day of January, 2019, by and between: (i) plaintiffs Gilbert C. Spagnola (“Spagnola”), Desert States Employers & UFCW Union Pension Plan (“Desert States”) and Amalgamated Bank, as Trustee for LongView SmallCap 600 Index Fund and LongView Broadmarket 300 Index Fund (“Amalgamated” and collectively, “Plaintiffs”) on their own behalf and on behalf of the Class (defined below) and (ii) defendants Ebix, Inc. (“Ebix”), Robin Raina (“Raina”), Hans U. Benz (“Benz”), Pavan Bhalla (“Bhalla”), Neil D. Eckert (“Eckert”), Rolf Herter (“Herter”), Hans U. Keller (“Keller”), Joseph R. Wright, Jr. (“Wright”) and George W. Hebard III (“Hebard”) (collectively, “Defendants”) in the class and derivative action captioned In re Ebix Inc., Stockholder Litig. , Consol. C.A. No. 8526-VCS (the “Action”), pending in the Court of Chancery of the State of Delaware (the “Court”), by their respective undersigned counsel.

WHEREAS , in May 2013, twelve complaints were filed in the Court of Chancery by purported stockholders of Ebix, including separate actions filed by Plaintiffs Spagnola and Desert States;

WHEREAS , on June 10, 2013, the Court entered an Order of Consolidation and Appointment of Lead Plaintiffs and a Leadership Structure, which (a) consolidated the twelve actions into C.A. No. 8526; (b) appointed Spagnola, Desert States and City of Hollywood

Exhibit 99.1

Employees’ Retirement Fund as Lead Plaintiffs in the Action; and (c) appointed the law firms of Grant & Eisenhofer, P.A. and Prickett, Jones & Elliott, P.A. as Co-Lead Counsel in the Action;

WHEREAS , from June 17, 2013 through May 30, 2018, Plaintiffs served six sets of requests for production on Defendants;

WHEREAS , on June 17, 2013, Plaintiffs Spagnola and Desert States filed a Consolidated Verified Class Action Complaint (the “Consolidated Complaint”);

WHEREAS , on August 27, 2013, Plaintiffs Spagnola and Desert States filed a Verified Amended and Supplemented Class Action and Derivative Complaint (“First Amended Complaint”) against Raina, Benz, Bhalla, Eckert, Herter, Keller and Ebix (the “Ebix Defendants”), including claims for declaratory and injunctive relief and alleging breaches of fiduciary duty relating to an Acquisition Bonus Agreement between the Company and Raina, dated as of July 15, 2009 (“ABA”);

WHEREAS , the Ebix Defendants moved to Dismiss the First Amended Complaint and on July 24, 2014, the Court issued a Memorandum Opinion granting in part and denying in part the Motion to Dismiss the First Amended Complaint, and on September 15, 2014, entered an Order granting in part and denying in part the Motion to Dismiss the First Amended Complaint;

WHEREAS , from September 8, 2014 through December 29, 2016, Plaintiffs Spagnola and Desert States served five sets of interrogatories to be answered by certain Defendants;

Exhibit 99.1

WHEREAS , on January 16, 2015, Plaintiffs Spagnola and Desert States filed a Verified Second Amended and Supplemented Class Action and Derivative Complaint (the “Second Amended Complaint”);

WHEREAS , the Ebix Defendants moved to dismiss the Second Amended Complaint, and on January 15, 2016 the Court issued a Memorandum Opinion and Order, granting in part and denying in part the Motion to Dismiss the Second Amended Complaint;

WHEREAS , on August 29, 2016, Defendants Benz, Bhalla, Eckert, Herter and Keller served requests for production of documents, requests for admission, and interrogatories on Plaintiffs Spagnola and Desert States;

WHEREAS , on October 26, 2016, Plaintiffs Spagnola and Desert States filed their Verified Third Amended and Supplemented Class Action and Derivative Complaint (the “Third Amended Complaint”), which, among other things, added Hebard and Wright as defendants;

WHEREAS , on November 10, 2016, Defendants Ebix, Benz, Bhalla, Eckert, Herter and Keller filed answers and partial motions to dismiss the Third Amended Complaint;

WHEREAS , on November 23, 2016, Defendant Raina filed an Answer to the Third Amended Complaint and a Verified Cross-Claim;

WHEREAS , on December 27, 2016, Defendants Wright and Hebard filed a Motion to Dismiss the Third Amended Complaint;

WHEREAS , on December 29, 2016, Plaintiffs Spagnola and Desert States served requests for admission on certain Defendants;

Exhibit 99.1

WHEREAS , on August 16 and 17, 2017, the parties engaged in mediation before David Geronemus, Esq. at JAMS;

WHEREAS , on August 21, 2017, the parties notified the Court that the mediation did not result in settlement and that the parties would confer on a schedule to trial;

WHEREAS , on November 26, 2017, the Board of Directors of Ebix adopted resolutions pursuant to 8 Del. C. § 204 of the Delaware General Corporation Law to ratify certain past corporate acts and resolve possible uncertainty and ambiguity surrounding those acts (the “Ratification”);

WHEREAS , on November 27, 2017, Ebix filed a Form 8-K with the United States Securities and Exchange Commission (the “SEC”) announcing the Ratification, and informed the Court of the Ratification on November 29, 2017;

WHEREAS , no Ebix stockholders, other than Plaintiffs, challenged the Ratification;

WHEREAS , on January 5, 2018, Amalgamated filed a Motion for Permissive Joinder as Plaintiff, which, following briefing and argument, was granted on April 2, 2018;

WHEREAS , on January 19, 2018, Plaintiffs Spagnola and Desert States filed a Verified Fourth Amended and Supplemented Class Action and Derivative Complaint (the “Fourth Amended Complaint”), which, among other things, included a challenge to the validity of the Ratification in Count VIII;

WHEREAS , on February 1, 2018, Defendants Ebix and Raina filed a Stipulation and Proposed Order Governing Cross-Claim, which, following briefing and argument, was granted on April 4, 2018;

Exhibit 99.1

WHEREAS , on March 7, 2018, Defendants Ebix, Benz, Bhalla, Eckert, Herter, Keller, Hebard and Wright filed motions for summary judgment and supporting opening briefs;

WHEREAS , on March 8, 2018, Defendant Raina filed a motion for partial summary judgment;

WHEREAS , on April 9 and 16, 2018, Defendants Benz, Bhalla, Eckert, Herter and Keller served requests for production of documents, requests for admission, and interrogatories on Amalgamated;

WHEREAS , on April 17, 2018, Ebix filed a letter with the Court attaching a Form 8-K, which had been filed with the SEC on April 16, 2018, disclosing that Ebix and Raina had entered into a Stock Appreciation Right Award Agreement, dated April 10, 2018 (the “SAR Agreement” or “SARA”);

WHEREAS, on April 18, 2018, Plaintiffs filed their answering brief in opposition to Defendants’ motions for summary judgment;

WHEREAS , on April 27, 2018, Defendants Benz, Bhalla, Eckert, Herter and Keller filed a Motion to Dismiss as Moot Counts I, VI, VII and X of the Fourth Amended Complaint, and on April 30, 2018, Defendants Raina, Hebard and Wright filed joinders to the motion;

WHEREAS , on May 18, 2018, Defendants Ebix, Benz, Bhalla, Eckert, Herter, Keller, Hebard and Wright filed reply briefs in further support of their motions for summary judgment, and Defendant Raina filed a joinder to certain arguments made in the briefs filed by Defendants Ebix, Benz, Bhalla, Eckert, Herter and Keller;

WHEREAS , on May 31, 2018, Plaintiffs filed their Verified Supplement to Their Verified Fourth Amended and Supplemented Class Action and Derivative Complaint (the

Exhibit 99.1

“Supplement to the Fourth Amended Complaint”), which reflected, among other things, Amalgamated’s addition as a Plaintiff in the Action and added claims regarding the SAR Agreement;

WHEREAS , on June 8, 2018, the parties filed a Stipulation and Proposed Order Pursuant to 8 Del. C. § 205, declaring valid a 2008 certificate amendment and stock dividend, and agreeing that it is in the interest of Ebix and its stockholders to eliminate any question as to the validity of the 2008 certificate amendment and stock dividend;

WHEREAS , on June 18, 2018, the Court granted the Stipulation and Order Pursuant to 8 Del. C. § 205(a)(2) and 205(b)(2);

WHEREAS , on June 18, 2018, Defendants filed a Motion to Dismiss the Supplement to the Fourth Amended Complaint and a supporting opening brief;

WHEREAS , on June 29, 2018, Plaintiffs filed an Answering Brief in Opposition to Defendants’ Motion to Dismiss the Supplement to the Fourth Amended Complaint;

WHEREAS , on July 3, 2018, the parties filed a Stipulation and Proposed Order Dismissing Count VIII of the Fourth Amended Complaint;

WHEREAS , on July 5, 2018, the Court granted the Stipulation and Order Dismissing Count VIII of the Fourth Amended Complaint;

WHEREAS , on July 9, 2018, Defendants filed a Reply Brief in Further Support of Their Motion to Dismiss the Supplement to the Fourth Amended Complaint;

WHEREAS , on July 17, 2018, the Court entered an Order Granting in Part and Denying in Part Defendants’ Motions for Summary Judgment, which: (a) granted summary judgment to all Defendants on Counts I, IV, V, VI, VII and X; (b) granted in part and denied in part

Exhibit 99.1

summary judgment as to all Defendants other than Ebix, Hebard and Wright on Count IX; (c) granted summary judgment as to Ebix, Hebard and Wright on Count IX; (d) denied summary judgment as to Benz, Bhalla, Eckert, Herter, Keller and Raina on Count II; and (e) denied summary judgment as to Benz, Bhalla, Eckert, Herter, Keller, Raina, Hebard and Wright as to Count III of the Fourth Amended Complaint;

WHEREAS , following briefing and argument, on July 17, 2018, the Court entered an Order Granting Class Certification and Appointing Class Representatives and Class Counsel, certifying Plaintiffs as Class Representatives and the law firms of Prickett, Jones & Elliott, P.A. and Grant & Eisenhofer, P.A. as Class Counsel. The Court certified this action on behalf of a non-opt-out class consisting of “all holders of Ebix common stock and their successors in interest-excluding Defendants named in this lawsuit and any person, firm, trust, corporation or other entity related to or affiliated with any of the Defendants”;

WHEREAS , on July 24, 2018, Plaintiffs filed a Motion for Leave to File a Second Supplement to the Fourth Amended Complaint (the “Second Supplement to the Fourth Amended Complaint”), asserting claims relating to Ebix’s proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on July 16, 2018;

WHEREAS , on August 14, 2018, Ebix held its 2018 annual meeting of stockholders, and filed a Form 8-K disclosing the final voting results of the matters acted upon by Ebix stockholders at the annual meeting;

WHEREAS , on August 15, 2018, the Court denied Plaintiffs’ Motion for Leave to File a Second Supplement to the Fourth Amended Complaint at the pre-trial conference;

Exhibit 99.1

WHEREAS , on August 9, 2018, the Court provided a bench ruling on Defendants’ Motion to Dismiss the Supplement to the Fourth Amended Complaint, in which the Court denied Defendants’ Motion to Dismiss the Supplement to the Fourth Amended Complaint under Court of Chancery Rule 23.1, and granted in part and denied in part Defendants’ Motion to Dismiss the Supplement to the Fourth Amended Complaint under Court of Chancery Rule 12(b)(6);

WHEREAS , between June 17, 2013 and July 31, 2018, the parties engaged in extensive discovery, resulting in Plaintiffs’ production of more than 700 documents, composed of more than 60,000 pages, Defendants’ production of more than 3,500 documents, composed of more than 36,000 pages, non-parties’ production of more than 3,700 documents, composed of more than 91,000 pages, and twenty-six depositions;

WHEREAS , trial was held on August 20, 21, and 23, 2018;

WHEREAS , 938 trial exhibits were submitted to the Court, and eight witnesses provided live testimony at trial;

WHEREAS , at the conclusion of trial, the Court suggested the parties consider resuming settlement discussions;

WHEREAS , following trial, the parties engaged in arm’s-length settlement negotiations to resolve the Action;

WHEREAS, the parties to the Action wish to settle and resolve the claims asserted in the Action; and the parties have reached an agreement set forth in this Stipulation, providing for the settlement of the Action on the terms and conditions set forth below (the “Settlement”), subject to the approval of the Court;

Exhibit 99.1

WHEREAS , the Settlement includes the execution of the Amended Stock Appreciation Right Award Agreement (the “Amended SAR Agreement”), set forth in Exhibit A hereto, between Raina and Ebix, which Plaintiffs and their Counsel believe is fair, reasonable, adequate and in the best interests of the Plaintiffs, the Class and Ebix;

WHEREAS , the Settlement includes certain governance measures, set forth in Exhibit B hereto, which Plaintiffs and their Counsel believe are fair, reasonable, adequate and in the best interests of the Plaintiffs, the Class and Ebix;

WHEREAS , as part of the Settlement, the parties negotiated the language of the Form 8-K attached hereto as Exhibit C, to be filed with the SEC following the Final Approval of the Settlement, which describes the Settlement, and terms thereof, including the Amended SAR Agreement. Plaintiffs have reviewed the Form 8-K and believe that the disclosure of the Settlement, and terms thereof, including the Amended SAR Agreement, contained therein is full, complete and accurate, and provides stockholders with all material information regarding the Settlement, and terms thereof, including the Amended SAR Agreement; and

WHEREAS , Plaintiffs and their Counsel believe that the Settlement is fair, reasonable, adequate and in the best interests of the Plaintiffs, the Class and Ebix;

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among Plaintiffs and Defendants, through their undersigned attorneys, subject to approval by the Court pursuant to Court of Chancery Rules 23 and 23.1, for good and valuable consideration, that the Action shall be dismissed on the merits with prejudice as to the Plaintiff Released Persons and Defendant Released Persons, as defined below, and against all members of the Class (as defined below), and that all of Plaintiffs’ Released Claims, Raina’s Released

Exhibit 99.1

Claims, Ebix’s Released Claims and Defendants’ Released Claims (collectively, the “Released Claims”), as defined below, shall be completely, fully, finally and forever compromised, settled, released, discharged, extinguished and dismissed with prejudice, as to all Plaintiff Released Persons and Defendant Released Persons (collectively, the “Released Persons”), as defined below, upon the following terms and conditions:

SETTLEMENT CONSIDERATION

1. In consideration for the full settlement, satisfaction, compromise and release of Plaintiffs’ Released Claims (as defined below), upon Final Approval (as defined below),

(a) Each of Raina and Ebix shall cause the execution of the Amended SAR Agreement set forth in Exhibit A hereto;

(b) Defendants shall implement the governance measures set forth in Exhibit B hereto in the time frames set forth therein;

THE CLASS

2. The Final Order (as defined below) shall provide for certification of a non-opt out class, pursuant to Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), defined as any and all record holders and beneficial owners of Ebix common stock and their successors in interest at any time between and including July 15, 2009 through the date of this Stipulation- excluding Defendants named in this lawsuit and any person, firm,

Exhibit 99.1

trust, corporation or other entity related to or affiliated with any of the Defendants (the “Class”).

SUBMISSION AND APPLICATION TO THE COURT

3. As soon as practicable, Plaintiffs and Defendants shall submit this Stipulation, together with its exhibits, and shall jointly apply to the Court for a scheduling order substantially in the form attached hereto as Exhibit D (the “Scheduling Order”) establishing the procedure for: (i) the provision of notice to the Class substantially in the form attached hereto as Exhibit E (the “Notice”); and (ii) the Court’s consideration of the Settlement and the application of Lead Counsel for Plaintiffs for attorneys’ fees and expenses.

4. Ebix, at its sole expense, shall be responsible for providing Notice, regardless of whether the Settlement obtains Court approval or any conditions of the Settlement are not satisfied. At least 14 calendar days before the hearing to be scheduled by the Court to consider the Settlement (the “Settlement Hearing”), Ebix shall cause to be filed with the Court an appropriate affidavit or declaration with respect to the preparation and mailing of the Notice.

5. The parties further agree to use their best efforts to obtain Court approval of the Settlement and a dismissal with prejudice of the Action.

ORDER AND FINAL JUDGMENT

6. If the Court approves the Settlement (including any modification thereto made with the consent of the parties as provided for herein) following the Settlement Hearing as fair, reasonable, adequate and in the best interests of Plaintiffs, the Class and Ebix, Plaintiffs and Defendants shall request jointly that the Court enter an Order

Exhibit 99.1

and Final Judgment substantially in the form attached hereto as Exhibit F (the “Final Order”).

FINAL APPROVAL

7. “Final Approval” with respect to the Final Order approving the Settlement means: (i) if no appeal from an order or judgment is taken, the date on which the time for taking such an appeal expires; or (ii) if any appeal is taken, the date on which all appeals, including petitions for rehearing or reargument, have been finally disposed of (whether through expiration of time to file, through denial of any request for review, by affirmance on the merits or otherwise).

RELEASES

8. Upon occurrence of all events referenced in Paragraph 13 below, the Action shall be dismissed with prejudice and on the merits as to all Defendants and without fees or costs, except as expressly provided in Paragraph 15 of this Stipulation.

9. Plaintiffs by and on behalf of themselves and the Class (collectively, the “Plaintiff Releasing Persons”) finally and fully release any and all claims, demands, losses, rights, actions, causes of action, liabilities, obligations, duties, judgments, suits, costs, expenses, matters and issues known or unknown, whether contingent or absolute, suspected or unsuspected, disclosed or undisclosed, liquidated or unliquidated, matured or unmatured, accrued or unaccrued, apparent or unapparent, of any kind or nature whatsoever, for damages, injunctive relief, or any other remedies, that have been asserted, could have been asserted or might be asserted by any member of the Class in the Action or in any court, tribunal, forum or proceedings (including, but not limited to, any claims arising under federal, state or foreign

Exhibit 99.1

law, common law, statute, rule or regulation relating to fraud, breach of any duty, negligence, violation of any state, federal or foreign securities law, violation of any contractual obligation, aiding and abetting any of the foregoing, or otherwise, and including all claims within the exclusive jurisdiction of the federal courts), whether individual, class, direct, derivative, representative, legal, equitable or any other type or in any other capacity, against any of the Defendants, any of their families, associates, affiliates, successors or subsidiaries, any of their respective present or past heirs, executors, estates, administrators, predecessors, successors, stockholders, assigns, subsidiaries, associates, affiliates, employers, employees, agents, consultants, directors, managing directors, officers, partners, partnerships, principals, limited liability companies, members, attorneys, bankers, consultants, trustees, accountants, financial or other advisors, investment bankers, underwriters, lenders, or any other representatives of any of these persons or entities, (collectively, the “Defendant Released Persons”), that were, or could have been, alleged, asserted, raised, claimed, related to, or referred to, in whole or in part, in the Consolidated Complaint, First Amended Complaint, Second Amended Complaint, Third Amended Complaint, Fourth Amended Complaint, or the Supplement to the Fourth Amended Complaint (collectively, “Plaintiffs’ Released Claims”), and shall forever be barred and enjoined from commencing, instituting or prosecuting any of the Plaintiffs’ Released Claims against any of the Defendant Released Persons. Plaintiffs’ Released Claims, however, shall not include (i) the right to enforce the Settlement or (ii) potential future claims based on future conduct regarding the Amended SAR Agreement.

10. Raina, and his family, present or past heirs, executors, estate, successors and assigns, finally and fully release any and all claims that have been asserted, could have been

Exhibit 99.1

asserted or might be asserted against either Plaintiff Released Persons or Defendant Released Persons concerning the ABA or the SARA, including claims that were, or could have been, alleged, asserted, raised, claimed, related to, or referred to, in whole or in part, in Raina’s Cross-Claim (“Raina’s Released Claims”), and shall forever be barred and enjoined from commencing, instituting or prosecuting any of Raina’s Released Claims against either Plaintiff Released Persons or Defendant Released Persons. Raina’s Released Claims, however, shall not include the right to enforce the Settlement.

11. Ebix, Plaintiffs, and each and every Ebix stockholder, derivatively and on behalf of Ebix, and their respective agents, spouses, heirs, predecessors, successors, transferors, transferees, personal representatives, representatives and assigns, in their capacities as such only, by operation of this Stipulation, finally and fully release any and all claims, demands, losses, rights, actions, causes of action, liabilities, obligations, duties, judgments, suits, costs, expenses, matters and issues known or unknown, whether contingent or absolute, suspected or unsuspected, disclosed or undisclosed, liquidated or unliquidated, matured or unmatured, accrued or unaccrued, apparent or unapparent, of any kind or nature whatsoever, for damages, injunctive relief, or any other remedies, that have been asserted, could have been asserted or might be asserted by any member of the Class in the Action or in any court, tribunal, forum or proceedings (including, but not limited to, any claims arising under federal, state or foreign law, common law, statute, rule or regulation relating to fraud, breach of any duty, negligence, violation of any state, federal or foreign securities law, violation of any contractual obligation, aiding and abetting any of the foregoing, or otherwise, and including all claims within the exclusive jurisdiction of the federal courts), whether individual, class, direct, derivative,

Exhibit 99.1

representative, legal, equitable or any other type or in any other capacity, against Defendant Released Persons, that were or could have been alleged, asserted, raised, claimed, related to, or referred to, in whole or in part, in the Consolidated Complaint, First Amended Complaint, Second Amended Complaint, Third Amended Complaint, Fourth Amended Complaint or the Supplement to the Fourth Amended Complaint (collectively, “Ebix’s Released Claims”), and shall forever be barred and enjoined from commencing, instituting or prosecuting any of Ebix’s Released Claims against any of the Defendant Released Persons. Ebix’s Released Claims, however, shall not include the right to enforce the Settlement.

12. Defendant Released Persons (collectively with Plaintiff Releasing Persons, the “Releasing Persons”) finally and fully release any and all claims that they may have or could have asserted against the Plaintiff Releasing Persons or their Counsel (“Plaintiff Released Persons”) arising out of the initiation, litigation and resolution of the Action (“Defendants’ Released Claims”), and shall forever be barred and enjoined from commencing, instituting or prosecuting any of the Defendants’ Released Claims against any of the Plaintiff Released Persons. Defendants’ Released Claims, however, shall not include the right to enforce the Settlement.

13. The Settlement is intended to extinguish all Released Claims and, consistent with such intentions, the foregoing Released Claims by the Releasing Persons shall be deemed to include a waiver of their rights to the extent permitted by state law, federal law, foreign law, or any principle of common law that may have the effect of limiting the releases set forth above. This shall include a waiver by the Releasing Persons of (i) any rights pursuant to § 1542 of the California Civil Code, which provides:

Exhibit 99.1

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

and (ii) any and all provisions, rights and benefits conferred by any law of the United States or state or territory of the United States or principle of common law or foreign law which is similar, comparable or equivalent to § 1542 of the California Civil Code. The Releasing Persons acknowledge that they may discover facts in addition to or different from those that they now know or believe to be true with respect to the subject matter of this release, but that it is their intention, as Plaintiffs and on behalf of the Plaintiff Releasing Persons and as Defendants on behalf of the Defendant Released Persons, to fully, finally and forever settle and release any and all claims released hereby, whether known or unknown, suspected or unsuspected, which now exist or heretofore existed, and without regard to any additional or different facts learned in subsequent discovery.

CONDITIONS OF THE SETTLEMENT

14. The Stipulation shall be null and void and of no force and effect, unless otherwise agreed to by the parties pursuant to Paragraph 26, if:

(a) any of the material conditions set forth herein, including (i) executing the Amended SAR Agreement between Ebix and Raina in Exhibit A, (ii) implementing the governance measures in Exhibit B, and (iii) providing the disclosure in Exhibit C, are not satisfied; or

Exhibit 99.1

(b) the Settlement does not receive Final Approval and, in connection therewith, each of the following:

(i) the dismissal in its entirety with prejudice of the Action against all Defendants; and

(ii) the entry of a final judgment in the Action in the form of Exhibit F approving the Settlement, or such other form as may be agreed among the parties and approved by the Court, providing for the dismissal with prejudice of the Action, approving the grant of a release by the Class to the Defendant Released Persons of the Plaintiffs’ Released Claims, and enjoining all members of the Class or Plaintiff Releasing Persons from asserting any of the Plaintiffs’ Released Claims.

In any such event, this Stipulation shall not be deemed to prejudice in any way the respective positions of the parties with regard to the Action and all of the parties to this Stipulation shall be deemed to have reverted to their respective litigation status immediately prior to January 23, 2019, and all of the parties shall proceed in all respects as if the Stipulation had not been executed.

15. Whether or not Final Approval is obtained, the existence of this Stipulation, its contents or any negotiations, statements or proceedings in connection therewith or in connection with the Settlement, shall not be construed as, or deemed evidence of, a presumption, concession or admission by Plaintiffs or Defendants or any other person of any fault, liability or wrongdoing or the lack of any fault, liability or wrongdoing as to any facts or claims alleged or asserted in the Action or in any other action or proceeding (whether civil, criminal or administrative). The existence of this

Exhibit 99.1

Stipulation, its contents and any negotiations, statements or proceedings in connection therewith or in connection with the Settlement shall not be offered or admissible as evidence or referred to, invoked or otherwise used by any person for any purpose in the Action or in any other action or proceeding (whether civil, criminal, or administrative), except as may be necessary (i) to enforce or obtain Final Approval; (ii) to seek a stay of this Action; or (iii) to explain to the Court or any member of the Class why the Settlement was not consummated in the event that it is terminated. This provision shall remain in force in the event the Settlement is terminated.

ATTORNEYS’ FEES AND EXPENSES

16. Plaintiffs’ Counsel intend to apply to the Court for an award of attorneys’ fees and expenses for the benefits conferred upon Ebix and the Class through and as a result of this Action, including this Settlement (“Fee Application”). All such fees and expenses that are awarded by the Court (the “Fee Award”) shall be paid solely by Ebix or Ebix’s insurance carriers, and from no other source, within twenty (20) business days of entry of an Order approving such award notwithstanding the existence of objections thereto, or the potential for appeal therefrom, subject to Plaintiffs’ Counsel’s joint and several obligation to repay such fees and expenses in full in the event that one of the conditions set forth in Paragraph 13 above is not satisfied or in the event of reversal of such an award or in the appropriate amount in the event of reduction of such an award. Ebix reserves the right to oppose the Fee Application. The parties agree that any agreement or approval of an award of attorneys’ fees and expenses shall not be a condition to final approval of the Settlement. Any failure of the Court to approve

Exhibit 99.1

the Settlement shall not preclude Plaintiffs’ Counsel from applying for an award of attorneys’ fees and expenses on grounds of mootness, and Defendants reserve the right to oppose any such mootness-fee application.

17. Except as specifically provided herein, Defendants shall bear no expenses, costs, damages, or fees alleged or incurred by Plaintiffs or any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Any dispute regarding any allocation of fees or expenses among Plaintiffs’ Counsel, or any other counsel representing or purporting to represent Plaintiffs or any other member of the Class or any other counsel asserting a right to recover any portion of the Fee Application shall have no effect on the Settlement. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ Counsel’s Fee Application.

REASONABLE BEST EFFORTS

18. The parties and their respective counsel further agree to cooperate fully with one another and to use their reasonable best efforts to obtain the Court’s approval of this Stipulation and the Settlement (including, but not limited to, resolving any objections raised to the Settlement).

19. Without further order of the Court, the parties may agree to reasonable extensions of time to carry out the provisions of this Stipulation.

STIPULATION NOT AN ADMISSION

20. Neither this Stipulation nor any act or omission in connection therewith is intended or shall be deemed to be a presumption, concession or admission by: (i) any of the Defendants or Defendant Released Persons as to the validity of any claims,

Exhibit 99.1

causes of action or other issues that were, might be, or have been raised in the Action or in any other litigation, or to be evidence of or constitute an admission of wrongdoing or liability by any of them, and each of them expressly denies any such wrongdoing or liability; or (ii) Plaintiffs as to the infirmity of any claim or the validity of any defense, or to the amount of any damages. The existence of this Stipulation, its contents or of any negotiations, statements or proceedings in connection therewith, shall not be offered or admitted in evidence or referred to, interpreted, construed, invoked or otherwise used by any person for any purpose in the Action or otherwise, except as may be necessary to effectuate the Settlement. This provision shall remain in full force and effect in the event that the Settlement is terminated for any reason whatsoever. Notwithstanding the foregoing, any of the Released Persons may file this Stipulation or any judgment or order of the Court related hereto in any other action that may be brought against them, in order to support any and all defenses or counterclaims based on res judicata , collateral estoppel, good faith settlement, judgment bar or reduction or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim.

WARRANTY AND NON-ASSIGNMENT OF CLAIMS

21. Plaintiffs and their Counsel represent and warrant that Plaintiffs are Ebix stockholders, for which updated proof of ownership was provided to Defendants’ counsel prior to the execution of this Stipulation. Plaintiffs and their Counsel represent and warrant that Plaintiffs are members of the Class. Plaintiffs and their Counsel represent and warrant that none of Plaintiffs’ Released Claims have been assigned,

Exhibit 99.1

encumbered or in any manner transferred in whole or in part, and that neither Plaintiffs nor their Counsel will attempt to assign, encumber, or in any manner transfer, in whole or in part, any of Plaintiffs’ Released Claims.

STAY OF PROCEEDINGS

22. Upon the execution of this Stipulation, the parties agree that post-trial briefing and argument are stayed pending submission of the Settlement for the Court’s approval. The parties also agree to use their best efforts to prevent, stay or seek dismissals of, or oppose entry of any interim or final relief in favor of any member of the Class in, any other litigation against any of the parties to this Stipulation that involves, directly or indirectly, any of Plaintiffs’ Released Claims.

NO WAIVER

23. Any failure by any party to this Stipulation to insist upon the strict performance by any other party to this Stipulation or any of the provisions of this Stipulation shall not be deemed a waiver of any of the provisions hereof, and such party to this Stipulation, notwithstanding such failure, shall have the right thereafter to insist upon the strict performance of any and all of the provisions of this Stipulation to be performed by such other party to this Stipulation.

24. No waiver, express or implied, by any party to this Stipulation of any breach or default by any other party to this Stipulation in the performance by the other party of its obligations under this Stipulation shall be deemed or construed to be a waiver of any other breach (whether prior, subsequent, or contemporaneous) of any of the provisions of this Stipulation.

Exhibit 99.1

ENTIRE AGREEMENT

25. This Stipulation constitutes the entire agreement among the parties with respect to the subject matter hereof, and may not be amended nor may any of its provisions be waived except by a writing signed by all of the parties hereto. All of the exhibits hereto are incorporated by reference as if set forth herein verbatim, and the terms of all exhibits are expressly made part of this Stipulation.

INTERPRETATION

26. This Stipulation will be deemed to have been mutually prepared by the parties and will not be construed against any of them by reason of authorship.

AMENDMENTS

27. This Stipulation may not be amended, changed, waived, discarded or terminated (except as explicitly provided herein), in whole or in part, except by an instrument in writing signed by counsel to all of the parties to this Stipulation, on behalf of each such party.

COUNTERPARTS

28. This Stipulation may be executed in counterparts and transmitted by facsimile, e-mail, or as an original signature by any of the signatories hereto, and as so executed shall constitute one agreement.

GOVERNING LAW

29. This Stipulation and the Settlement contemplated by it shall be governed by and construed in accordance with the laws of the State of Delaware, without regard

Exhibit 99.1

to conflict of laws principles. Any dispute arising out of this Stipulation or Settlement shall be filed and litigated exclusively in the Court of Chancery of the State of Delaware. Each party hereto (i) consents to personal jurisdiction in any such action brought in this Court; (ii) consents to service of process by registered mail (with a copy to be delivered at the time of such mailing to counsel for each party by facsimile or electronic mail) upon such party and/or such party’s agent for purposes of such action; (iii) waives any objection to venue in this Court and any claim that Delaware or this Court is an inconvenient forum for such action; and (iv) waives any right to demand a jury trial as to any such action.

EXECUTION AUTHORITY

30. Each of the attorneys executing this Stipulation has been duly empowered and authorized by his/her respective client(s) to do so, and it shall be binding on such party in accordance with its terms.

SUCCESSORS AND ASSIGNS

31. This Stipulation is and shall be binding upon, and shall inure to the benefit of, the parties and their respective agents, successors, executors, heirs and assignees, including without limitation any corporation or other entity with which any party hereto may merge or otherwise consolidate.

Exhibit 99.1



OF COUNSEL: KESSLER TOPAZ MELTZER & CHECK, LLP Marc A. Topaz Lee D. Rudy Michael C. Wagner Matthew C. Benedict 280 King of Prussia Road Radnor, Pennsylvania 19087 (610) 667-7706 Counsel for Plaintiff Gilbert C. Spagnola and Executive Committee Member	PRICKETT, JONES & ELLIOTT, P.A. /s/ Michael Hanrahan Michael Hanrahan (ID No. 941) Paul A. Fioravanti, Jr. (ID No. 3808) Kevin H. Davenport (ID No. 5327) John G. Day (ID No. 6023) 1310 N. King Street Wilmington, Delaware 19801 (302) 888-6500 GRANT & EISENHOFER P.A. /s/ Michael J. Barry Michael J. Barry (ID No. 4368) Kelly L. Tucker (ID No. 6382) 123 Justison Street Wilmington, Delaware 19801 (302) 622-7000 Co-Lead Counsel for Plaintiffs
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP /s/ Cliff C. Gardner Robert S. Saunders (ID No. 3027) Cliff C. Gardner (ID No. 5295) Jessica R. Kunz (ID No. 5698) Veronica B. Bartholomew (ID No. 6224) One Rodney Square P.O. Box 636 Wilmington, Delaware 19899-0636 (302) 651-3000 Attorneys for Defendants Hans U. Benz, Pavan Bhalla, Neil D. Eckert, Rolf Herter and Hans U. Keller	ROSS ARONSTAM & MORITZ LLP /s/ S. Michael Sirkin Bradley R. Aronstam (ID No. 5129) S. Michael Sirkin (ID No. 5389) 100 S. West Street, Suite 400 Wilmington, Delaware 19801 Attorneys for Defendant Robin Raina
ASHBY & GEDDES, P.A. /s/ Philip Trainer, Jr. Philip Trainer, Jr. (ID No. 2788) Tiffany Geyer Lydon (ID No. 3950) 500 Delaware Avenue, 8th Floor P.O. Box 1150 Wilmington, DE 19801 (302) 654-1888 Attorneys for Defendant Ebix, Inc.	DRINKER BIDDLE & REATH LLP /s/ Michael J. Maimone Michael J. Maimone (ID No. 3592) Joseph C. Schoell (ID No. 3133) Ryan T. Costa (ID No. 5325) 222 Delaware Avenue, Suite 1410 Wilmington, DE 19801 (302) 467-4200 Attorneys for Defendants Joseph R. Wright, Jr. and George W. Hebard III

Dated: January 23, 2019