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”).
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”).
CONVERSION AND REGISTRATION RIGHTS AGREEMENTConversion and Registration Rights Agreement • August 16th, 2006 • Adam Inc • Services-prepackaged software • Maryland
CONVERSION AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 14, 2006, by and between A.D.A.M., Inc., a Georgia corporation (the “Company”), and CapitalSource Finance LLC, a Delaware limited liability company and its successors and assigns (each a “Purchaser”).
