Adam Inc Sample Contracts

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 14, 2002
Agreement and Plan of Merger • February 21st, 2002 • Adam Inc • Services-prepackaged software • Georgia
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WITNSSETH:
License Agreement • June 29th, 1998 • A D a M Software Inc • Services-prepackaged software • Georgia
BETWEEN
Asset Purchase Agreement • June 29th, 2001 • Adam Com Inc /De/ • Services-prepackaged software • New York
WHEREAS:
Common Stock Purchase Agreement • September 7th, 2000 • Adam Com Inc /De/ • Services-prepackaged software • Georgia
RECITALS
Sublease Agreement • June 29th, 1998 • A D a M Software Inc • Services-prepackaged software • Georgia
BACKGROUND
Asset Purchase and Sale Agreement • December 9th, 1999 • Adam Com Inc /De/ • Services-prepackaged software • Georgia
EXHIBIT A
Equity Purchase Agreement • June 9th, 2000 • Adam Com Inc /De/ • Services-prepackaged software • Georgia
WHEREAS:
Securities Purchase Agreement • November 30th, 1999 • A D a M Software Inc • Services-prepackaged software • Georgia
WARRANT
Adam Com Inc /De/ • March 31st, 2000 • Services-prepackaged software
RECITALS
Licensing and Distribution Agreement • June 29th, 1998 • A D a M Software Inc • Services-prepackaged software • Georgia
A.D.A.M., INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent RIGHTS AGREEMENT Dated as of June 29, 2009
Rights Agreement • July 1st, 2009 • Adam Inc • Services-prepackaged software • Delaware

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”).

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
Agreement and Plan of Merger • August 30th, 2010 • Adam Inc • Services-prepackaged software • Georgia

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).

BACKGROUND
Limited License Agreement • March 29th, 2001 • Adam Com Inc /De/ • Services-prepackaged software • California
FIRST AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • August 30th, 2010 • Adam Inc • Services-prepackaged software • Delaware

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”).

RECITALS
Copyright License Agreement • June 29th, 1998 • A D a M Software Inc • Services-prepackaged software • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 4th, 2008 • Adam Inc • Services-prepackaged software • Georgia

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”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2003 • Adam Inc • Services-prepackaged software • Georgia

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), is made and entered into on this 1st day of October, 2002, by and between Robert S. Cramer, an individual resident of the State of Georgia (the "Executive"), and A.D.A.M., Inc., a Georgia corporation (the "Company");

AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 3, 2001 BY AND AMONG AND INTEGRATIVE MEDICINE COMMUNICATIONS, INC.
Agreement and Plan of Merger • December 5th, 2001 • Adam Inc • Services-prepackaged software • Georgia

THIS AGREEMENT AND PLAN OF MERGER dated as of December 3, 2001, is made and entered into by and among A.D.A.M., INC., a Georgia corporation ("Parent"), IM ACQUISITION SUB, INC., a Massachusetts corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and INTEGRATIVE MEDICINE COMMUNICATIONS, INC., a Massachusetts corporation (the "Company"). Capitalized terms not otherwise defined herein have the meanings set forth in Section 10.01.

CREDIT AGREEMENT
Credit Agreement • August 16th, 2006 • Adam Inc • Services-prepackaged software • Maryland

This CREDIT AGREEMENT (this “Agreement”), dated as of August 14, 2006, is entered into by and among A.D.A.M., INC., a Georgia corporation (“Borrower”); INTEGRATIVE MEDICINE COMMUNICATIONS, INC., a Massachusetts corporation (“Integrative Medicine”), NIDUS INFORMATION SERVICES, INC., a Delaware corporation (“Nidus”), ONLINE BENEFITS, INC., a Delaware corporation (“Online Benefits), BENERGY OUTSOURCING STRATEGIES, INC., a Delaware corporation (“Benergy”), and CAPTIVA SOFTWARE, INC., a Florida corporation (“Captiva”), as Guarantors and additional Credit Parties; the financial institutions from time to time parties hereto, as Lenders hereunder; and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (in its individual capacity, “CapitalSource”), as administrative agent for the Lenders (CapitalSource, in such capacity, “Agent”).

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 18th, 2005 • Adam Inc • Services-prepackaged software

THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Amendment") is entered into as of this day of March, 2005 by and between A.D.A.M., Inc., a Georgia corporation (the "Company") and Robert S. Cramer, an individual resident of the State of Georgia ("Employee").

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SECOND AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2006 • Adam Inc • Services-prepackaged software

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of this 9th day of January, 2006 by and between A.D.A.M., Inc., a Georgia corporation (the “Company”) and Robert S. Cramer, an individual resident of the State of Georgia (“Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 1st, 2002 • Adam Inc • Services-prepackaged software • Georgia

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 21st day of February 2002, 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").

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 23rd, 2007 • Adam Inc • Services-prepackaged software

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”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 16th, 2006 • Adam Inc • Services-prepackaged software • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 14, 2006, by and among A.D.A.M., Inc., a Georgia corporation (“Parent”), ADAM Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”) (Parent and Merger Sub shall collectively be referred to as the “Purchaser Group”); and (ii) Online Benefits, Inc., a Delaware corporation (the “Company”).

BRIDGE NOTE AND WARRANT PURCHASE AGREEMENT
Bridge Note and Warrant Purchase Agreement • March 31st, 2000 • Adam Com Inc /De/ • Services-prepackaged software • Delaware
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2006 • Adam Inc • Services-prepackaged software

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of this 3rd day of October, 2005 by and between A.D.A.M., Inc., a Georgia corporation (the “Company”) and Kevin S. Noland, an individual resident of the State of Georgia (“Employee”).

WHEREAS:
Master Facility Agreement • June 9th, 2000 • Adam Com Inc /De/ • Services-prepackaged software • Georgia
COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • June 3rd, 2002 • Adam Inc • Services-prepackaged software • Georgia

COMMON STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of May 22, 2002, by and between A.D.A.M., INC., a Georgia corporation (the "Company"), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the "Buyer"). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

RBC BANK LOAN AND SECURITY AGREEMENT (SD-L&S)
Loan and Security Agreement • January 7th, 2009 • Adam Inc • Services-prepackaged software • Georgia

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”).

March 17, 2004
Adam Inc • March 26th, 2004 • Services-prepackaged software
EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2006 • Adam Inc • Services-prepackaged software • Georgia

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 10th day of April, 2006, 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”).

AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2006 • Adam Inc • Services-prepackaged software

THIS AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of this 3rd day of October, 2005 by and between A.D.A.M., Inc., a Georgia corporation (the “Company”) and Robert S. Cramer, an individual resident of the State of Georgia (“Executive”).

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