Adam Inc Sample Contracts

Adam Inc – AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ONE (February 8th, 2011)

The Corporation shall have authority to be exercised by the Board of Directors to issue not more than 1,000 shares of common stock, no par value.

Adam Inc – BYLAWS OF EDEN ACQUISITION SUB, INC. (February 8th, 2011)
Adam Inc – Media Contact: Erica Ryan Senior Marketing Communications Manager (November 9th, 2010)
Adam Inc – FIRST AMENDMENT TO RIGHTS AGREEMENT (August 30th, 2010)

This First Amendment to Rights Agreement, dated as of this 29th day of August, 2010 (this “Amendment”), is between A.D.A.M., Inc., a Georgia corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”).

Adam Inc – FIRST AMENDMENT TO RIGHTS AGREEMENT (August 30th, 2010)

This First Amendment to Rights Agreement, dated as of this 29th day of August, 2010 (this “Amendment”), is between A.D.A.M., Inc., a Georgia corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”).

Adam Inc – FIRST AMENDMENT TO RIGHTS AGREEMENT (August 30th, 2010)

This First Amendment to Rights Agreement, dated as of this 29th day of August, 2010 (this “Amendment”), is between A.D.A.M., Inc., a Georgia corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”).

Adam Inc – AGREEMENT AND PLAN OF MERGER by and among EBIX, INC. and A.D.A.M., INC. and EDEN ACQUISITION SUB, INC. dated as of August 29, 2010 (August 30th, 2010)

A request for publication of a notice of filing of this Certificate of Merger and payment therefor will be made as required by O.C.G.A. § 14-2-1105.1(b).

Adam Inc – ATLANTA—(BUSINESS WIRE)—Ebix, Inc. (NASDAQ: EBIX -News), a leading international supplier of On-Demand software and E-commerce services to the insurance industry, today announced that it has signed a merger agreement with Atlanta based A.D.A.M., Inc. (NASDAQ: ADAM - News), a leading provider of health information and benefits technology solutions in the United States. Ebix will acquire A.D.A.M. on a debt-free basis for aggregate merger consideration of $66 million. Under the terms of the merger agreement, unanimously approved by both Boards of Directors, A.D.A.M. shareholders will receive 0.31 (August 30th, 2010)

Combined Company will have a Powerful Health Information and Services Exchange for Employers, Benefits Brokers, Hospitals, Healthcare Organizations and Consumers

Adam Inc – Media Contact: Erica Ryan Senior Marketing Communications Manager (August 10th, 2010)
Adam Inc – Media Contact: Erica Ryan Senior Marketing Communications Manager pr@adamcorp.com Investor Relations Contact: Lippert/Heilshorn & Associates Amy Gibbons (May 11th, 2010)
Adam Inc – Media Contact: Erica Ryan (March 16th, 2010)
Adam Inc – Media Contact: Erica Ryan (January 8th, 2010)

Atlanta – January 4, 2010 – A.D.A.M., Inc. (Nasdaq: ADAM), a leading provider of consumer health information and benefits technology solutions, announced today that the board of directors has appointed Mark Adams, the company’s current chief financial officer, to the position of president and chief executive officer effective immediately. Mr. Adams succeeds Kevin Noland who has left his position as president and chief executive officer and his board seat to pursue other opportunities. Chris Joe, A.D.A.M.’s current director of finance, will fill the chief financial officer position on an interim basis.

Adam Inc – Media Contact: Erica Ryan (November 12th, 2009)
Adam Inc – Contact: Jody Burfening/Amy Gibbons Lippert/Heilshorn & Associates (August 11th, 2009)
Adam Inc – ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF (July 1st, 2009)

The Articles of Incorporation of the Corporation are hereby further amended by (i) deleting Sections 2.2.1 through 2.2.11, which designate the rights, privileges and preferences of the Corporation’s Series A convertible preferred stock, none of which is issued and outstanding and (ii) inserting in lieu thereof the following Sections 2.2.1 through 2.2.11, designating 100,000 shares of the Corporation’s Preferred Stock as “Series B Preferred Stock”, with the designations, preferences, qualifications, voting rights and powers, conversion rights, limitations and other relative rights as provided in such sections.

Adam Inc – A.D.A.M., INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent RIGHTS AGREEMENT Dated as of June 29, 2009 (July 1st, 2009)

This Rights Agreement (the “Rights Agreement”), is dated as of June 29, 2009, between A.D.A.M., Inc., a Georgia corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”).

Adam Inc – Contact: Rick Leach (May 12th, 2009)
Adam Inc – STOCK OPTION GRANT (March 24th, 2009)

In witness whereof, this Stock Option Grant has been executed by the Company by a duly authorized officer as of the date specified hereon.

Adam Inc – Total license revenues increase 8% for the year; Content license revenues increase 19%; Full-year Non-GAAP operating income of $5,711,000 hits 20% of revenues (March 17th, 2009)

ATLANTA, GA – March 17, 2009 – A.D.A.M., Inc. (Nasdaq: ADAM), a leading provider of health information and benefit technology solutions, today announced financial results for its fourth quarter and year ended December 31, 2008.

Adam Inc – RBC Bank Commercial Promissory Note (SD-L&S) $3,000,000 Atlanta, Georgia December 31, 2008 (January 7th, 2009)

FOR VALUE RECEIVED, the undersigned (whether one or more, “Borrower”) promises to pay to RBC BANK (USA) (“Bank”), or order, the sum of Three Million Dollars ($3,000,000), or so much thereof as shall have been disbursed from time to time and remains unpaid, together with interest at the rate and payable in the manner hereinafter stated. Principal and interest shall be payable at any banking office of Bank in the city or town indicated above, or such other place as the holder of this Note may designate.

Adam Inc – RBC BANK LOAN AND SECURITY AGREEMENT (SD-L&S) (January 7th, 2009)

This LOAN AND SECURITY AGREEMENT (“Agreement”) is entered into as of the 31st day of December 2008, by and between RBC BANK (USA) (“Bank”) and A.D.A.M., INC. (“Borrower”).

Adam Inc – RBC Bank Commercial Promissory Note (SD-L&S) $10,000,000 Atlanta, Georgia December 31, 2008 (January 7th, 2009)

FOR VALUE RECEIVED, the undersigned (whether one or more, “Borrower”) promises to pay to RBC BANK (USA) (“Bank”), or order, the sum of Ten Million Dollars ($10,000,000), or so much thereof as shall have been disbursed from time to time and remains unpaid, together with interest at the rate and payable in the manner hereinafter stated. Principal and interest shall be payable at any banking office of Bank in the city or town indicated above, or such other place as the holder of this Note may designate.

Adam Inc – Contract (January 7th, 2009)

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND ANY SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE TRANSFERRED IF COVERED BY APPROPRIATE REGISTRATION AND QUALIFICATIONS OR IF THE TRANSFEROR PRESENTS AN OPINION OF COUNSEL TO THE COMPANY, REASONABLY CONCURRED IN BY COUNSEL TO THE COMPANY STATING THAT THE TRANSFER IS EXEMPT FROM REGISTRATION UNDER SUCH ACT.

Adam Inc – Health content license revenues increase 17%; Benergy third quarter bookings double on key employer wins (November 6th, 2008)

ATLANTA, GA – November 06, 2008 – A.D.A.M., Inc. (NASDAQ: ADAM), a leading provider of health information and benefit technology solutions, today announced financial results for its third quarter ended September 30, 2008.

Adam Inc – License revenues increase 8%; Adjusted net income increases 17% (August 14th, 2008)

ATLANTA, GA – August 14, 2008 – A.D.A.M., Inc. (NASDAQ: ADAM), a leading provider of health information and benefit technology solutions, today announced financial results for its second quarter ended June 30, 2008.

Adam Inc – CORRECTING and REPLACING License revenues increase 13%; Net income increases 17% (May 14th, 2008)

Kevin Noland, A.D.A.M.’s president and chief executive officer commented, “We made significant progress during the first quarter in expanding our sales, account management and customer service functions enabling A.D.A.M. to reach more customers and prospects with a higher degree of client service and support. These investments resulted in strong content license revenue growth of 13% while we maintained operating margins at 18% and Adjusted EBITDA margins at 28%. We believe that these expanded functions, along with a strong pipeline of new products and enhancements to Benergy 2G!, will lead to higher growth rates in 2009.”

Adam Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (April 4th, 2008)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of March, 2008, by and between MARK B. ADAMS, an individual resident of the State of Georgia (the “Employee”), and A.D.A.M., INC., a Georgia corporation (the “Company”).

Adam Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (April 4th, 2008)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of March, 2008, by and between KEVIN S. NOLAND, an individual resident of the State of Georgia (the “Employee”), and A.D.A.M., INC., a Georgia corporation (the “Company”).

Adam Inc – Revenues increase 69%; Adjusted EBITDA reaches $8 million (March 11th, 2008)

ATLANTA, GA – March 11, 2008 – A.D.A.M., Inc. (Nasdaq: ADAM) today announced financial results for its fourth quarter and year ended December 31, 2007.

Adam Inc – Revenues increase 49%; Net Income increases 62% (November 6th, 2007)

Kevin Noland, President and Chief Executive Officer of A.D.A.M. commented, “The progress demonstrated in our third quarter results underscores the efforts we are making in aligning our business for future growth. The launch of Benergy 2G! during the quarter, which to date has been received with enthusiastic response, significantly enhances our ability to capitalize on marketplace needs for effective communication tools for employees regarding their health, wellness and benefit programs.”

Adam Inc – Adjusted EBITDA increases 102%; Content licensing revenues up 17%; Net income of $0.08 per share (August 7th, 2007)

Kevin Noland, President and Chief Executive Officer of A.D.A.M., commented: “Second quarter results demonstrate favorably the progress we are making in expanding our licensing relationships and growing our market share. I am enthusiastic that the efforts we have put into Benergy™ 2G!, and the opportunities we have to capitalize on employers’ needs and the growing consumer driven trends positions us well for long-term revenue growth and margin expansion.”

Adam Inc – Press Release (May 9th, 2007)

Revenues for the quarter ended March 31, 2007 were $6,546,000 as compared to $2,482,000 in the year ago period, an increase of 164%. The increase is primarily attributable to the Company’s expansion into the employer and consumer directed healthcare market through its acquisition of OnlineBenefits, Inc. in August, 2006.

Adam Inc – Reports Yearly Revenue Increase of 64% (March 23rd, 2007)

ATLANTA – A.D.A.M., Inc. (Nasdaq: ADAM), a leading provider of health information services and benefits management solutions, today reported financial results for the fourth quarter and year ended December 31, 2006.

Adam Inc – FIRST AMENDMENT TO CREDIT AGREEMENT (March 23rd, 2007)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of March 20, 2007, is between A.D.A.M., INC., a Georgia corporation (“Borrower”); ONLINE BENEFITS, INC., a Delaware corporation (“Online Benefits) (Borrower and Online Benefits sometimes hereinafter are referred to individually as a “Credit Party” and collectively as the “Credit Parties”); the financial institutions from time to time parties to the Credit Agreement described below, as the Lenders thereunder; and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company, as administrative agent for the Lenders (“Agent”).

Adam Inc – ARTICLES OF INCORPORATION OF A.D.A.M., INC. (February 27th, 2007)