EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 14, 2002Agreement and Plan of Merger • February 21st, 2002 • Adam Inc • Services-prepackaged software • Georgia
WITNSSETH:License Agreement • June 29th, 1998 • A D a M Software Inc • Services-prepackaged software • Georgia
BETWEENAsset 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
RECITALSSublease Agreement • June 29th, 1998 • A D a M Software Inc • Services-prepackaged software • Georgia
BACKGROUNDAsset Purchase and Sale Agreement • December 9th, 1999 • Adam Com Inc /De/ • Services-prepackaged software • Georgia
EXHIBIT AEquity 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
WARRANTAdam Com Inc /De/ • March 31st, 2000 • Services-prepackaged software
RECITALSLicensing 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, 2009Rights 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, 2010Agreement 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).
BACKGROUNDLimited License Agreement • March 29th, 2001 • Adam Com Inc /De/ • Services-prepackaged software • California
EXHIBIT 10.14 REGISTRATION RIGHTS AGREEMENT This registration Rights Agreement (this "AGREEMENT") is made and entered into as of December 31, 1999, among adam.com, Inc., a Georgia corporation (the "COMPANY"), and the parties set forth on SCHEDULE 1...Registration Rights Agreement • March 31st, 2000 • Adam Com Inc /De/ • Services-prepackaged software • Delaware
EXHIBIT 10.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT"), is entered into as of July 27, 1999, by and among Informational Medical Systems, Inc., a Minnesota corporation ("IMS"), Belle Scott, Robert Scott and...Registration Rights Agreement • December 9th, 1999 • Adam Com Inc /De/ • Services-prepackaged software • Delaware
FIRST AMENDMENT TO RIGHTS AGREEMENTRights 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”).
RECITALSCopyright License Agreement • June 29th, 1998 • A D a M Software Inc • Services-prepackaged software • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment 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 AGREEMENTEmployment 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 AGREEMENTCredit 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 AGREEMENTEmployment 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").
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment 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 AGREEMENTEmployment 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 AGREEMENTCredit 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 MERGERAgreement 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 AGREEMENTBridge Note and Warrant Purchase Agreement • March 31st, 2000 • Adam Com Inc /De/ • Services-prepackaged software • Delaware
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment 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 AGREEMENTCommon 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.
Exhibit 10.24 A.D.A.M./MINDSCAPE DISTRIBUTION TERMS LICENSE: Mindscape will have the right to manufacture, sell and distribute all English language version titles listed on Schedule A, and their subsequent upgrades, if any, during the term of the...A D a M Software Inc • June 30th, 1997 • Services-prepackaged software
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, 2004Adam Inc • March 26th, 2004 • Services-prepackaged software
EMPLOYMENT AGREEMENTEmployment 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 AGREEMENTEmployment 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”).
