Exhibit
10.1


 


ASSET
PURCHASE AGREEMENT


 


 


BETWEEN


 


 


HEALTHGATE
DATA CORP.


 


AND


 


EBSCO
PUBLISHING, INC.


 





















 


TABLE OF
CONTENTS


 


	
  1.

  	
  Purchase and Sale of
  the Assets

  	
   

  
	
  1.1.

  	
  Purchase of the Assets

  	
   

  
	
  1.2.

  	
  Further Assurances

  	
   

  
	
  1.3.

  	
  Purchase
  Price for the Acquired Assets

  	
   

  
	
  1.4.

  	
  Assumption of
  Certain Liabilities

  	
   

  
	
  1.5.

  	
  Allocation
  of Purchase Price and Assumed Liabilities

  	
   

  
	
  1.6.

  	
  Closing

  	
   

  
	
  2.

  	
  Representations of
  the Company

  	
   

  
	
  2.1.

  	
  Organization

  	
   

  
	
  2.2.

  	
  Authorization

  	
   

  
	
  2.3.

  	
  Ownership of Acquired
  Assets

  	
   

  
	
  2.4.

  	
  Acquired Assets Complete

  	
   

  
	
  2.5.

  	
  Intellectual Property

  	
   

  
	
  2.6.

  	
  Litigation

  	
   

  
	
  2.7.

  	
  Insurance

  	
   

  
	
  2.8.

  	
  Solvency

  	
   

  
	
  2.9.

  	
  Compliance with Laws

  	
   

  
	
  2.10.

  	
  Absence of
  Undisclosed Liabilities

  	
   

  
	
  2.11.

  	
  No Violation

  	
   

  
	
  2.12.

  	
  Employees

  	
   

  
	
  2.13.

  	
  Employee Benefit Plans

  	
   

  
	
  2.14.

  	
  Company SEC Filings

  	
   

  
	
  2.15.

  	
  Tax Matters

  	
   

  
	
  2.16.

  	
  Disclosure

  	
   

  
	
  3.

  	
  Representations of the
  Buyer

  	
   

  
	
  3.1.

  	
  Organization and
  Authority

  	
   

  
	
  3.2.

  	
  Authorization

  	
   

  
	
  3.3.

  	
  Financial Capability

  	
   

  
	
  3.4.

  	
  Disclosure

  	
   

  
	
  4.

  	
  Access
  to Information; Public Announcements

  	
   

  
	
  4.1.

  	
  Access
  to Management, Properties and Records

  	
   

  
	
  4.2.

  	
  Publicity and
  Confidentiality

  	
   

  
	
  5.

  	
  Pre-Closing
  Covenants of the Company

  	
   

  
	
  5.1.

  	
  Conduct of Business

  	
   

  
	
  5.2.

  	
  Absence of Material
  Changes

  	
   

  
	
  5.3.

  	
  Communications
  with Customers and Suppliers

  	
   

  
	
  5.4.

  	
  Stockholder Meeting

  	
   

  
	
  5.5.

  	
  No Solicitation

  	
   

  
	
  5.6.

  	
  Assumed Contracts

  	
   

  
	
  5.7.

  	
  URAC

  	
   

  
	
  5.8.

  	
  Supplements to Schedules

  	
   

  



 


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  6.

  	
  Conditions to
  Obligations of the Buyer

  	
   

  
	
  6.1.

  	
  Continued Truth of
  Representations and Warranties of the Company; Compliance with Covenants and 

  	
   

  
	
  Obligations

  	
   

  
	
  6.2.

  	
  Corporate Proceedings

  	
   

  
	
  6.3.

  	
  The Acquired Assets

  	
   

  
	
  6.4.

  	
  Governmental Approvals

  	
   

  
	
  6.5.

  	
  Consent of Third Parties

  	
   

  
	
  6.6.

  	
  Adverse Proceedings

  	
   

  
	
  6.7.

  	
  Opinion of Counsel

  	
   

  
	
  6.8.

  	
  Material Adverse Change

  	
   

  
	
  6.9.

  	
  Ancillary Sales

  	
   

  
	
  6.10.

  	
  Closing
  Deliveries

  	
   

  
	
  7.

  	
  Conditions to
  Obligations of the Company

  	
   

  
	
  7.1.

  	
  Continued Truth of
  Representations and Warranties of the Buyer; Compliance with Covenants and
  Obligations

  	
   

  
	
  7.2.

  	
  Corporate Proceedings

  	
   

  
	
  7.3.

  	
  Governmental Approvals

  	
   

  
	
  7.4.

  	
  Consents of Third Parties

  	
   

  
	
  7.5.

  	
  Adverse Proceedings

  	
   

  
	
  7.6.

  	
  Opinion of Counsel

  	
   

  
	
  7.7.

  	
  Closing Deliveries

  	
   

  
	
  8.

  	
  Indemnification

  	
   

  
	
  8.1.

  	
  By the Company

  	
   

  
	
  8.2.

  	
  By the Buyer

  	
   

  
	
  8.3.

  	
  Claims for Indemnification

  	
   

  
	
  8.4.

  	
  Defense by the Indemnifying
  Party

  	
   

  
	
  8.5.

  	
  Payment of
  Indemnification Obligation

  	
   

  
	
  8.6.

  	
  Survival of
  Representations; Claims for Indemnification

  	
   

  
	
  8.7.

  	
  Limitation on
  Indemnification Obligations

  	
   

  
	
  8.8.

  	
  Exclusive Remedy

  	
   

  
	
  9.

  	
  Post-Closing Agreements

  	
   

  
	
  9.1.

  	
  Limitation on Use of Name

  	
   

  
	
  9.2.

  	
  Non-Competition
  Agreement

  	
   

  
	
  9.3.

  	
  Sharing of Data

  	
   

  
	
  9.4.

  	
  Cooperation of the Company

  	
   

  
	
  9.5.

  	
  Transition Services of the
  Company

  	
   

  
	
  9.6.

  	
  Continued License to
  HealthGate Consortium

  	
   

  
	
  10.

  	
  Termination
  of Agreement; Option to Proceed; Damages

  	
   

  
	
  10.1.

  	
  Termination by Lapse of Time

  	
   

  
	
  10.2.

  	
  Termination by Agreement of
  the Parties

  	
   

  
	
  10.3.

  	
  Termination by
  Reason of Breach

  	
   

  
	
  10.4.

  	
  Termination Pursuant
  to a Superior Offer

  	
   

  
	
  10.5.

  	
  Availability of
  Remedies at Law

  	
   

  
	
  11.

  	
  Brokers

  	
   

  
	
  11.1.

  	
  For the Company

  	
   

  
	
  11.2.

  	
  For the Buyer

  	
   

  
	
  12.

  	
  Notices

  	
   

  



 


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  13.

  	
  Successors and Assigns

  	
   

  
	
  14.

  	
  Entire
  Agreement; Amendments; Attachments

  	
   

  
	
  15.

  	
  Severability

  	
   

  
	
  16.

  	
  Expenses

  	
   

  
	
  17.

  	
  Legal
  Fees

  	
   

  
	
  18.

  	
  Governing Law, Jurisdiction and
  Venue

  	
   

  
	
  19.

  	
  Section Headings

  	
   

  
	
  20.

  	
  Counterparts

  	
   

  



 


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ASSET PURCHASE AGREEMENT


 


This Asset Purchase Agreement (the “Agreement”) is made as of the 18th
day of January, 2005 by and among HealthGate Data Corp, a Delaware corporation
(the “Company”), on the one hand, and EBSCO Publishing, Inc., an Alabama
corporation (the “Buyer”), on the other hand.


 


WHEREAS, the Company desires to sell, and Buyer desires to purchase,
substantially all of the Company’s assets and certain of its liabilities
related to the Company’s patient content repository business (the “Business”)
including, without limitation, the product currently branded as the “Heath
Outreach Toolkit” and the products set forth on Schedule 1.1 hereto
(collectively, the “Product”) for the consideration set forth below, subject to
the terms and conditions of this Agreement.


 


NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereby agree as follows:


 


1.             Purchase
and Sale of the Assets


 


1.1.          Purchase
of the Assets. Subject to and upon the terms and conditions of this
Agreement, at the closing of the transactions contemplated by this Agreement
(the “Closing”), the Company will sell, transfer, convey, assign and deliver to
the Buyer, and the Buyer will purchase, acquire, accept and pay for, all the
Company’s right, title and interest in and to all of the assets used by the
Company in the operation of the Business, of every kind and description, real,
personal and mixed, tangible and intangible, wherever situated, including,
without limitation, those set forth below and on Schedule 1.1 hereto
(collectively, the “Acquired Assets”) but excluding in all instances the
Excluded Assets (as defined below):


 


(a)           all
subscriber lists (both former and current subscribers) and open purchase orders
existing on the Closing Date and related to the Product, except that the
Company shall also retain copies of all such subscriber lists for its use,
subject to Section 9.2 below;


 


(b)           all
content and copyrights related to the Product;


 


(c)           subject to
the provisions of Section 1.2, all rights of the Company under any contracts,
instruments or agreements related to the Business, including, without
limitation, the Contracts (as defined herein) set forth on Schedule 2.4
to this Agreement;


 


(d)           all
electronic and paper copies (if any) of all past editions of the Product;


 


(e)           the software
platform (the “Software Platform”) described on Schedule 9.5 hereto
(which is also set forth on Schedule 1.1);


 


(f)            all of
the Company’s right, title and interest in and to all intangible property
rights related to the Product, including, without limitation, United States
patents, patent applications, tradenames, trademark registrations, applications
for trademark registrations, copyrights, copyright registrations, and all
license agreements to which the Company is a party (as licensor or licensee) with
respect to the Acquired Assets, all as set forth on Schedule 1.1
attached hereto (the “Intellectual Property”);


 





















 


(g)           to the
extent assignable, all rights in and under all express or implied guarantees,
warranties, representations, covenants (including those related to
noncompetition), indemnities and similar rights in favor of the Company used in
or primarily related to the Business; and


 


(h)           all
equipment and computer hardware listed on Schedule 1.1.


 


For purposes of this Agreement, Excluded Assets shall
mean (1) those assets, properties and rights of the Company not used in the
Business, including, without limitation, all assets, properties and rights of
the Company in and to the products currently known as Quality Architect,
InteractiveIC and all evidence-based medical guidelines; (2) any minute books,
stockholder books, tax books and other similar records of the Company; (3) all
cash on hand, cash equivalents and accounts receivable of the Company, whether
or not arising out of the Business; (4) all customer pre-payments, whether or
not arising out of the Business whenever made prior to the Closing Date,
including, without limitation, all deferred revenue received by the Company
prior to the Closing Date and related to the obligations set forth on Schedule
1.4 attached hereto; (5) all right, title and interest in and to the
“HealthGate” name and trademark and any derivations thereof; (6) all equipment,
furniture and computers, whether or not used in connection with the Business,
unless such items are expressly set forth on Schedule 1.1; (7) all
administrative, sales and financial software, whether or not used in connection
with the Business; (8) all domain names registered by the Company; and (9) all
insurance policies, whether or not covering any of the Acquired Assets prior to
the Closing Date. The Excluded Assets shall not be assigned, transferred,
conveyed and delivered to the Buyer by the Company.


 


1.2.          Further
Assurances. At any time and from time to time after the Closing, at
the Buyer’s request and without further consideration, the Company shall
promptly execute and deliver such instruments of sale, transfer, conveyance,
assignment and confirmation, and take all such other action as the Buyer may
reasonably request, more effectively to transfer, convey and assign to the
Buyer, and to confirm the Buyer’s title to, all of the Acquired Assets and to
carry out the purpose and intent of this Agreement; provided, however, the
Buyer shall reimburse the Company for any costs or fees incurred by it in the
connection with legal, accounting or other professional services incurred by
the Company in complying with such request. Notwithstanding anything herein to
the contrary, to the extent that any Contract requires consent to assign such
Contract from the Company to the Buyer and such consent is not or cannot be
obtained prior to the Closing Date, such Contract for which consent has not
been obtained shall remain the property of the Company and the Company and the
Buyer shall cooperate to ensure that the parties each receive the full benefit
of the transactions contemplated herein. Such cooperation may include the Buyer
performing all obligations as a subcontractor for the Company pursuant to any
unassigned Contract until the earlier of (i) such consent being obtained or
(ii) the next date of expiration or termination of such Contract, and the
Company receiving, and remitting promptly to the Buyer, all monies due under
such unassigned Contract.


 


1.3.          Purchase
Price for the Acquired Assets. The aggregate purchase price
to be paid by the Buyer for the Acquired Assets shall be Eight Million One
Hundred Thousand Dollars ($8,100,000) (the “Purchase Price”). The Purchase
Price shall be payable by wire transfer of immediately available funds to an
account designated by the Company at the Closing.


 


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1.4.          Assumption
of Certain Liabilities.


 


(a)           Assumed
Liabilities. At the Closing, the Buyer shall execute and deliver an
Instrument of Assumption of Liabilities (the “Instrument of Assumption”) in
substantially the form attached hereto as Exhibit A, pursuant to which
it shall assume and agree to perform, pay and discharge, and indemnify and hold
the Company harmless from, only the following liabilities, obligations and
commitments of the Company existing as of such time (the “Assumed
Liabilities”):


 


(i)            all trade
accounts payable of the Business that were incurred in the ordinary course of
the Company’s business consistent with past practice on or prior to the Closing
Date;


 


(ii)           contractual
obligations of the Company that are (a) disclosed on Schedule 2.4, (b) deferred
revenue obligations related to the Business as set forth on Schedule 1.4,
or (c) incurred in the ordinary course of the Business consistent with Section
5.1 below after the date hereof and prior to the Closing Date and which relate
solely to the Business (collectively, the “Assumed Contracts”); provided,
however, that (x) Buyer shall not assume any liability or obligation of
the Company with respect to any breach of or failure of performance under any
Assumed Contract by the Company, and (y) the Company shall retain all
liabilities and obligations under Assumed Contracts to the extent that the
Buyer does not receive the benefits associated with such Assumed Contracts due
to the failure of the Company and the Buyer to obtain a consent to assignment
from any other party required by the terms of any such Assumed Contract.;


 


(iii)          the
accrued vendor expenses incurred in the ordinary course of the Business
consistent with past practice on or prior to the Closing Date and related to
the Business as set forth on Schedule 1.4 hereto; and


 


(iv)          all accrued
vacation of the employees set forth on Schedule 1.4 hereto (the
“Business Employees”) and the contractual severance obligation of Paul Harman,
as set forth on Schedule 1.4 with respect to, and only with respect to,
those Business Employees who are employed by the Buyer.


 


(b)           Retained
Liabilities. The Buyer shall not at the Closing assume or agree to perform,
pay or discharge, and the Company shall remain unconditionally liable for, all
obligations, liabilities and commitments, fixed or contingent, known or
unknown, of the Company, other than the Assumed Liabilities, including, without
limitation, any liabilities or obligations related to (i) any Excluded Assets,
(ii) brokers or other third parties acting on behalf of the Company in
connection with the sale of the Acquired Assets and Business, (iii) any
employee benefit plan maintained by the Company (other than accrued vacation
and severance obligations assumed with respect to the Business Employees as
provided in Section 1.4(a)(iv)), and (iv) costs or expenses incurred by the
Company in connection with this Agreement or the transactions contemplated
herein.


 


1.5.          Allocation
of Purchase Price and Assumed Liabilities.  Within 180 days after the Closing, the Buyer
will prepare, subject to the Company’s review and acceptance, which shall not
be unreasonably withheld or delayed, an allocation of the aggregate amount of
the Purchase Price and the Assumed Liabilities among the Acquired Assets as
provided in


 


3





















 


Section 1060 of the
Internal Revenue Code of 1986 (the “Code”) and regulations promulgated
thereunder.  If the Company disputes the
allocation, the parties will work in good faith to reach a mutually agreeable
resolution.  Both the Buyer and the
Company hereby agree to file all necessary tax returns consistent with, and not
to take any position on any income, transfer or gains tax return inconsistent
with, such allocation, including the reporting of information on Form 8594
filed with the Internal Revenue Service.


 


1.6.          Closing.   The closing of the transactions contemplated
by this Agreement (the “Closing”) shall take place at the offices of Epstein
Becker & Green, P.C., 111 Huntington Avenue, Boston, Massachusetts 02199 at
10:00 a.m., Boston Time, within one week after the Company obtains the consent
of its stockholders to the consummation of the transactions contemplated herein
(the “Closing Date”) or at such other place, time or date as may be mutually
agreed upon in writing by the parties. 
The transfer of the Acquired Assets to the Buyer shall be deemed to
occur at 10:01 a.m., Boston time, on the Closing Date.


 


2.             Representations
of the Company.


 


The Company represents and warrants to the Buyer as
follows:


 


2.1.          Organization.   The Company is a corporation duly organized
and existing in good standing under the laws of the State of Delaware with full
corporate power to carry on its business as now conducted. The Company is
qualified to do business and is in good standing in Massachusetts and in each
other jurisdiction in which such qualification is required, except where the
failure to be so qualified would not have a material adverse effect on the
Acquired Assets or the Business.


 


2.2.          Authorization.   Except as set forth on Schedule 2.2
hereto, the Company has the full power, right and authority to enter into and
perform this Agreement without the consent of any other person or entity. This
Agreement has been duly authorized by all necessary corporate action of the
Company, and has been duly executed and delivered on behalf of the Company and
is a valid and binding Agreement of the Company, enforceable against the
Company in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium and other similar
laws and equitable principles relating to or limiting creditors rights
generally.


 


2.3.          Ownership
of Acquired Assets.  The
Company owns and possesses and has, and at the Closing will transfer to the
Buyer, good and marketable title to all of the Acquired Assets, free and clear
of liens, defects as to title, charges, encumbrances and rights of third
parties.


 


2.4.          Acquired
Assets Complete. The Company has no agreements, leases, licenses or
contracts that relate to the Business that are not being sold and validly
assigned (subject to any required consents) as part of the Acquired Assets. All
such agreements, leases, licenses and contracts, oral and written, are
described on Schedule 2.4 attached hereto (the “Contracts”). The Company
has in all respects performed all the obligations required to be performed to
date and is not in default or alleged to be in default under any such Contract
and, to the Company’s knowledge, there exists no event, condition or occurrence
which after notice or lapse of time, or both, will constitute such default,
except where such default would not have a


 


4





















 


material adverse effect
on the Acquired Assets.  Except as set
forth on Schedule 2.4, all such Contracts are assignable to the Buyer
without consent.


 


2.5.          Intellectual
Property.


 


(a)           All
patents, trademarks, service marks, trade names, trade name or brand name
registrations, copyrights and copyright registrations, domain names and all
pending applications and applications to be filed, if any, therefor, owned by
the Company and used by the Company in, or primarily related to the Acquired
Assets or Business, together with information in respect of the filing,
registration or issuance thereof, and expiration dates, is set forth on Schedule
2.5 hereto (the “Owned IP Assets”). 
Except as set forth on Schedule 2.5 hereto, no licenses,
sublicenses, covenants or agreements have been granted or entered into by the
Company with respect to the Owned IP Assets. 
The Company owns the entire right, title and interest in and to the
Owned IP Assets and each such item is in full force and effect, has not been
abandoned by the Company and is free and clear of all liens, restrictions and
encumbrances.  To the Company’s
knowledge, the Owned IP Assets are not currently being challenged in any way
and are not involved in any pending or threatened interference proceeding.  Schedule 2.5 hereto also sets forth
all intellectual property rights licensed by the Company and used in or
primarily related to the Business (the “Licensed IP Assets”).  The Company has the right to use any and all
intellectual property not owned by the Company which is utilized in the
Acquired Assets and Business in the manner such is used, and the Licensed IP
Assets are each in full force and effect, have not been abandoned and are free
and clear of all liens, restrictions and encumbrances.


 


(b)           The Acquired
Assets include all patents, trademarks, service marks, trade names, brand
names, domain names, copyrights, licenses, applications, inventions,
proprietary processes and know-how, formulae, works and trade secrets used in
and all such assets necessary for conduct of the Business as presently
conducted.  The operation of the Business
by the Company and the use of the Owned IP Assets and the Licensed IP Assets by
the Company do not infringe or misappropriate the intellectual property rights
of any third party.


 


(c)           The
Company has no knowledge of and has not received written notice or any threats
from any third party that the operation of the Business as it is currently
conducted, or any act, product or service of the Business, infringes or
misappropriates the intellectual property rights of any third party or
constitutes unfair competition or trade practices under the laws of any
jurisdiction.


 


(d)           To the
knowledge of the Company, no third party is infringing or misappropriating any
Owned IP Assets.


 


(e)           The
Company has taken commercially reasonable steps to protect its rights in the
confidential information and trade secrets of the Company used in the Business
and any trade secrets or confidential information of third parties used in the
Business.


 


(f)            The
Company has all right, title and interest in and to all intellectual property
rights in the Software Platform.  The
Company has developed the Software Platform through its own efforts and for its
own account and the Software Platform is free and clear of all liens,
restrictions and encumbrances.  The
current use by the Company of the Software Platform does not breach any term of
any license or other contract between the Company and any third party.


 


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(g)           To the
best knowledge of the Company, the Software Platform does not infringe any
copyright or trade secret or any other intellectual property right of any third
party.  The source code for the Software
Platform has been maintained by the Company in confidence.


 


(h)           The
Software Platform was (i) developed by the Company’s employees working within
the scope of their employment at the time of such development; (ii) developed
by agents, consultants, contractors or other persons who have executed
appropriate instruments of assignment in favor of the Company as assignee that
have conveyed to the Company ownership of all of its intellectual property
rights in the Software Platform; or (iii) acquired by the Company in connection
with acquisitions in which the Company obtained appropriate representations,
warranties and indemnities from the transferring party relating to the title to
the Software Platform.  The Company has
not received notice from any third party claiming any right, title or interest
in the Software Platform.


 


(i)            The
Company has not granted rights in the Software Platform to any third party.


 


2.6.          Litigation.  There is no action, suit, investigation or
proceeding to which the Company is a party pending or threatened in writing
(or, to the knowledge of the Company, otherwise threatened) before any court,
governmental or regulatory agency, authority or body or arbitrator against or
affecting the Acquired Assets or the Business or the Company’s right to conduct
the Business as currently conducted.


 


2.7.          Insurance.
With respect to the Acquired Assets and the Business, the Company has in full
force and effect all policies of insurance described on Schedule 2.7
attached hereto, which policies provide adequate insurance with respect to all
risks normally insured against by companies similarly situated.


 


2.8.          Solvency.


 


(a)           The
Company is not now insolvent and will not be rendered insolvent by the
transactions contemplated by this Agreement. 
Immediately after the consummation of the transactions contemplated by this
Agreement: (i) the Company will be able to pay its liabilities as they become
due in the ordinary course of its business, (ii) the Company will not have
unreasonably small capital with which to conduct its business, (iii) the
Company will have assets (calculated at fair market value) that exceed its
liabilities, and (iv) taking into account all pending and threatened
litigation, final judgments against the Company in actions for money damages
are not reasonably anticipated to be rendered at a time when, or in amounts
such that, the Company will be unable to satisfy any such judgments promptly in
accordance with their terms (taking into account the maximum probable amount of
such judgments in any such actions and the earliest reasonable time at which such
judgments might be rendered) as well as all other obligations of the Company.


 


(b)           No bulk
sales transfer laws apply to the transactions contemplated herein.


 


2.9.          Compliance
with Laws. Except as set forth on Schedule 2.9 hereto, the
Acquired Assets and the Business have been, and prior to the Closing Date were,
conducted in compliance with all statutes, laws, ordinances and regulations of
any governmental entity which would be applicable to the Business.  The Company has not received written notice
of, nor does


 


6





















 


the Company have
knowledge of, any condition or event relating to the Acquired Assets or the
Business which by the passage of time would result in the violation of any such
statute, law, ordinance or regulation of any governmental entity applicable to
the Business which would have a material adverse effect on the Business or the
Acquired Assets.  Except as set forth on Schedule
2.9, the Company is not a party to or bound by any order, judgment, plan,
decree, injunction, rule or award of any governmental entity relating to the
Business or the Acquired Assets.


 


2.10.        Absence
of Undisclosed Liabilities. As of the date hereof, the Company has,
and as of the Closing Date, the Company will have, no liability of any nature,
whether accrued, absolute, contingent or otherwise, that materially adversely
affects the Acquired Assets and that is not disclosed in this Agreement or any
certificate, schedule or other instrument, list or written information required
to be furnished by the Company pursuant to this Agreement.


 


2.11.        No
Violation.  The execution and
delivery of this Agreement and the consummation of the transactions
contemplated herein do not and will not:


 


(a)           violate,
conflict with or result in a breach of or default under any of the terms,
provisions or conditions of the articles of incorporation or bylaws of the
Company or any written agreement or instrument to which the Company is a party
and by which any of the Acquired Assets is bound or, to the knowledge of the
Company, any statute, regulation or court or administrative order or process
applicable to the Acquired Assets;


 


(b)           result in
the creation of any lien, charge or encumbrance upon any of the Acquired Assets
under any of the foregoing;


 


(c)           terminate,
delay or give any party thereto the right to terminate, delay, amend, abandon,
or refuse to perform any provision of any agreement or instrument which
constitutes part of the Acquired Assets; or


 


(d)           accelerate
or give any party thereto the right to accelerate or modify the time within
which, or the terms under which, the Company is to perform any such agreement
or instrument that are part of the Acquired Assets.


 


2.12.        Employees.   The total annual compensation for the
calendar year ending December 31, 2004, including, without limitation,
salaries, bonuses and other benefits, which was paid by the Company to the
Business Employees is as set forth on Schedule 1.4 hereto.  Schedule 1.4 hereto also sets forth
the annualized base salary for calendar year 2005 for such Business
Employees.  Except as disclosed on Schedule
1.4, the Company is not a party to or bound by any employment agreement
related to the Business.  With respect to
such Business Employees, there is no pending or, to the Company’s knowledge,
threatened dispute between or involving the Company and any of the Business
Employees nor is any union representing or claiming to represent such Business
Employees.  There are not and have not
been any strikes or work stoppages in effect or currently threatened against
the Company which had or would have a material adverse effect on the Acquired
Assets or Business, nor have any strikes or work stoppages which would have or
have had such an effect been enjoined by any order, writ, injunction or decree
of any court or federal, state, municipal or other governmental agency or
instrumentality, domestic or foreign. 
The Company has not received a claim from any governmental entity to the
effect that the Company has improperly classified a person as an


 


7





















 


independent
contractor with respect to the Business. 
The Company has not made any verbal commitments to any employee,
consultant or independent contractor utilized in the Business with respect to
compensation, promotion, retention, termination, severance or similar matters
in connection with the transactions contemplated by this Agreement or
otherwise.  Proper amounts have been
withheld by the Company from the Business Employees for all periods prior to
the Closing in compliance with the tax withholding provisions of applicable
Federal, foreign, state and local laws. 
Hours worked by and payments made to the employees of the Company
utilized in the Business have been in substantial compliance with the Fair Labor
Standards Act or any applicable laws of the United States, any state or other
jurisdiction dealing with such matters.


 


2.13.        Employee
Benefit Plans.   Except for a
401(k) retirement savings plan, to which the Company has not made, and is not
required to make, contributions on the part of its employees, the Company does
not maintain any employee benefit plans as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or any
employee pension benefit plans as defined in Section 3(2) of ERISA.


 


2.14.        Company
SEC Filings.   As of their
respective filing dates and except as noted in the filings themselves, the
filings made by the Company on Forms 8-K, 10-K and 10-Q with the Securities and
Exchange Commission (“SEC”) prior to the date hereof (the “SEC Documents”)
complied in all material respects with the requirements of the Exchange Act of
1934, as amended, and none of the SEC Documents contained any untrue statement
of a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements made therein not misleading, except
to the extent corrected by a subsequently filed document with the SEC.


 


2.15.        Tax
Matters.


 


With respect to the Business, for all periods prior to
the date of this Agreement:


 


(a)           all taxes
due from the Company have been fully paid or adequate provisions made
therefore; and


 


(b)           there are
no liens, judgments or security interests on any of the Acquired Assets that
arose in connection with any failure (or alleged failure) to pay any tax other
than for current taxes not yet due and payable.


 


2.16.        Disclosure.
To the best knowledge of the Company, neither this Agreement, nor any
certificate, schedule or other instrument or list required to be furnished by the
Company pursuant to this Agreement, contains, or will contain, any untrue
statement of a material fact.


 


3.             Representations
of the Buyer


 


The Buyer represents and warrants to the Company as
follows:


 


3.1.          Organization
and Authority.   The Buyer is
a corporation duly organized and existing in good standing under the laws of
the State of Alabama with full corporate power to carry on its business as now
conducted.  The Buyer is qualified to do business and is in good standing in
Massachusetts.


 


8





















 


3.2.          Authorization.   The Buyer has the full power, right and
authority to enter into and perform this Agreement without the consent of any
other person or entity.  This Agreement
has been duly authorized by all necessary corporate action of the Buyer and has
been duly executed and delivered on behalf of the Buyer, and is a valid and
binding Agreement of the Buyer, enforceable against the Buyer in accordance
with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws and equitable
principles relating to or limiting creditors rights generally.


 


3.3.          Financial
Capability.   The Buyer has
the financial capacity to perform all of its obligations under this
Agreement.  The Buyer, immediately after
the Closing:  (i) will be solvent; (ii)
will be able to meet its obligations and debts as they become due; (iii) the
value of the Buyer’s assets at such time will exceed the Buyer’s liabilities;
and (iv) the Buyer will have adequate capital for the conduct of its business,
including, without limitation, the Acquired Assets.


 


3.4.          Disclosure.   To the best knowledge of the Buyer, neither
this Agreement nor any certificate, schedule or other instrument or list
required to be furnished by the Buyer pursuant to this Agreement, contains, or
will contain, any untrue statement of a material fact.  In determining to purchase the Acquired
Assets, the Buyer is not relying on any statement of the Company other than those
contained herein.


 


4.             Access
to Information; Public Announcements


 


4.1.          Access
to Management, Properties and Records.  From the date of this Agreement until the
Closing Date, the Company shall afford the officers, attorneys, accountants and
other authorized representatives of the Buyer reasonable access upon reasonable
prior notice and during normal business hours to all management personnel,
offices, properties, books and records of the Company to the extent such relate
to the Business, for the sole purpose of facilitating the Closing of the
transactions contemplated hereunder. 
Upon prior written consent of the Company, the Buyer may contact the
Company’s vendors and customers of the Business for the sole purpose of
facilitating the Closing of the transactions contemplated hereunder.


 


4.2.          Publicity
and Confidentiality.   As a
publicly-held company, the Company plans to make a press release concerning the
transactions contemplated herein promptly after execution of this
Agreement.  The Company’s press release
shall be in the form set forth on Schedule 4.2.  The Company may make further disclosures
concerning such transactions as are required or as the Company deems
appropriate in its filings with the U.S. Securities and Exchange Commission and
in connection with the Company’s solicitation of its stockholders’ consent to
such transactions.  The Buyer agrees not
to make any announcement concerning the transaction without the prior written
consent of the Company (and such consent may be withheld by the Company until
such time as the Company is prepared to announce the transactions or details of
the transactions itself).


 


5.             Pre-Closing
Covenants of the Company 


 


5.1.          Conduct of Business.  From the date hereof until the Closing Date,
the Company shall:


 


9





















 


(a)           carry on
its Business diligently and in the ordinary course consistent with the
Company’s past operating policies and practices and, without the consent of the
Buyer (which shall not be unreasonably withheld or delayed), shall not make or
institute any unusual or new methods of manufacture, purchase, sale, shipment,
delivery, lease, management, accounting or operation in connection with the
Business;


 


(b)           use its
reasonable, good faith efforts to preserve intact the goodwill and business
organization of the Company, keep the officers and employees of the Company
available to the Buyer and preserve the relationships and goodwill of the
Company with customers, distributors, suppliers, employees and others having
business relations with the Business;


 


(c)           maintain
its existence and good standing in its jurisdiction of organization and in each
jurisdiction in which the ownership or leasing of its property or the conduct
of its business requires such qualification;


 


(d)           duly and
timely file or cause to be filed all reports and returns required to be filed
with any governmental entity and promptly pay or cause to be paid when due all
taxes, assessments and governmental charges, including interest and penalties
levied or assessed, unless diligently contested in good faith by appropriate
proceedings;


 


(e)           not
dispose of or permit to lapse any right to the use of any patent, trademark,
trade name, service mark, license or copyright of the Company used in the
Business, or dispose of or disclose to any third party, any trade secret,
formula, process, technology or know-how used in the Business not heretofore a
matter of public knowledge;


 


(f)            not
increase in any manner the base compensation of, or enter into any new bonus or
incentive agreement or arrangement or employment or severance agreement with,
any of the Business Employees except in the ordinary course of business to the
extent consistent with the past practice of the Company.


 


(g)           continue
to pay accounts payable and similar obligations in the ordinary course of
business consistent with past practice;


 


(h)           not
accelerate or amend any deferred or pre-payment arrangement with any current
customer or subscriber under an Assumed Contract or pursue or enter into any
deferred or pre-payment arrangement with any new customer or subscriber of the
Business outside the ordinary course of business, consistent with past
practice;


 


(i)            perform
in all material respects all of its obligations under all Contracts, and not
default or suffer to exist any event or condition that with notice or the lapse
of time or both could constitute a default under any Contract (except those
being contested in good faith) and, except in the ordinary course of the
Business and consistent with past practice, not enter into, assume, accelerate
or amend any contract or commitment that is or would be an Assumed Contract;
and


 


(j)            maintain
in full force and effect and in the same amounts policies of insurance
comparable in amount and scope of coverage to that not maintained by or on
behalf of the Company with respect to the Acquired Assets and the Business.


 


10





















 


5.2.          Absence of Material Changes.   Without the prior written consent of the
Buyer, the Company shall not:  (a) incur any indebtedness, obligation or
liability (absolute or contingent) in connection with the Business, except
current liabilities incurred and obligations under contracts entered into in
the ordinary course, consistent with past practice, in connection with the
Business; (b) mortgage, pledge, or subject to any lien, charge or any other
encumbrance (other than purchase money security interests arising in the
ordinary course of business) any of the Acquired Assets; (c) sell, assign, or
transfer any of the Acquired Assets, except for sales or licensing of the
Acquired Assets in the ordinary course of business; (d) waive any rights of
material value in connection with the Acquired Assets; (e) take or permit any
act or omission constituting a breach or default under any contract, indenture
or agreement by which the Acquired Assets are bound; or (f) enter into any
lease, contract or agreement in connection with the Business, other than those
entered into in the ordinary course of business, consistent with past practice.


 


5.3.          Communications with Customers and Suppliers.   The Company will continue to accept customer
orders in the ordinary course of business and consistent with past practice for
all products offered by the Company in connection with the Business but
expected to be shipped after the Closing Date. 
The Company and the Buyer will cooperate in communications with all
suppliers and customers in connection with the transfer of the Acquired Assets
to the Buyer on the Closing Date.


 


5.4.          Stockholder Meeting.   The Company agrees to use its reasonable
efforts to call a special meeting of its stockholders to approve the
transactions contemplated herein on or around April 30, 2005.  As promptly as practicable after the
execution of this Agreement, the Company shall prepare a proxy statement and
related proxy materials relating to the solicitation of the consent of the
stockholders of the Company to the transactions contemplated herein (the
“Stockholder Materials”).  The Buyer
agrees to provide such information as is reasonably requested by the Company
for inclusion in the proxy statement. 
The Company shall use its reasonable efforts to cause the Stockholder
Materials to (i) be submitted to the U.S. Securities and Exchange Commission
(“SEC”) and any other regulatory agencies necessary as soon as practicable
after the execution of this Agreement and (ii) be mailed to the Company’s
stockholders at the earliest practicable time after receipt of all necessary
approvals of the Stockholder Materials.


 


5.5.          No Solicitation.


 


(a)           The
Company shall not authorize or permit any of the Company’s officers, directors
or employees or any banker, financial advisor, attorney, accountant or other
representative or agent retained by any of them to (i) solicit, initiate or encourage
(including by way of furnishing information, except for information furnished
in accordance with this Section 5.5) or take any other action to facilitate,
any inquiries or the making of any proposal which constitutes, or may
reasonably be expected to lead to, any tender or exchange offer, proposal for a
merger, consolidation or other business combination involving the Company or
any proposal or offer to acquire in any manner a material equity interest in,
or a material portion of the Acquired Assets or the Business (an “Acquisition
Proposal”), other than the transactions contemplated by this Agreement or (ii)
except as permitted in Section 5.5 below, agree to or endorse any such proposal
or engage in any negotiations or discussions with any person relating to such
proposal.


 


11





















 


(b)           Notwithstanding
the foregoing, in response to any Acquisition Proposal which has not been
solicited in violation of Section 5.5(a), the Company may furnish information
concerning its business, properties or assets to the person or entity (a
“Potential Acquiror”) making such unsolicited Acquisition Proposal and
participate in negotiations with the Potential Acquiror if (i) the Company’s
Board of Directors concludes in good faith that such Potential Acquiror is
reasonably capable of consummating such Acquisition Proposal, taking into
account all legal, financial, regulatory and other aspects of the Acquisition
Proposal and the Potential Acquiror making the Acquisition Proposal, and that
such Acquisition Proposal would reasonably be expected to result in a Superior
Offer (as defined below), and (ii) the Company’s Board of Directors concludes
in good faith, after consultation with its outside legal counsel, that the
failure to take such action would reasonably be likely to be a breach of its
fiduciary obligations to the stockholders of the Company under applicable laws
of the State of Delaware, and (iii) at least two business days prior to
furnishing any such nonpublic information to, or entering into discussions or
negotiations with, such Potential Acquiror, the Company (A) gives the Buyer
written notice of the identity of such Potential Acquiror and of the Company’s
intention to furnish information to, or enter into discussions or negotiations
with, such Potential Acquiror, (B) provides the Buyer with a copy of any
written offer (or if such offer is not in writing, a written summary of the
terms thereof) and all other materials received by the Company and its
representatives and affiliates in connection therewith, (C) receives from such
Potential Acquiror an executed confidentiality agreement containing terms
substantially similar to the terms of that certain confidentiality agreement
between the Company and the Buyer, dated as of May 15, 2004 (the
“Confidentiality Agreement”), and (D) contemporaneously with furnishing any
such information to such person or group, the Company furnishes such
information to the Buyer (to the extent such information has not been
previously furnished by the Company to the Buyer).  The Company will keep the Buyer fully
informed of amendments or proposed amendments to any such Acquisition
Proposal.  In addition to the foregoing,
the Company shall provide the Buyer with at least two business days prior written
notice of a meeting of the Company’s Board of Directors at which meeting the
Company’s Board of Directors is reasonably expected to recommend a Superior
Offer to its stockholders and together with such notice a copy of the
definitive documentation relating to such Superior Offer.


 


(c)           The Board
of Directors of the Company (i) shall not withdraw or modify or propose to
withdraw or modify, in any manner adverse to the Buyer, the approval or
recommendation of such Board of Directors of this Agreement or (ii) approve or
recommend, or propose to approve or recommend, any Acquisition Proposal unless,
in each case, the Company’s Board of Directors reasonably determines in good
faith that such Acquisition Proposal is a Superior Offer and the failure to
take such action would reasonably be likely to be a breach of its fiduciary
duties under applicable laws of the State of Delaware.


 


(d)           The term
“Superior Offer” means an Acquisition Proposal that the Board of Directors of
the Company determines in good faith (i) is more favorable to the Company’s
stockholders from a financial point of view than this Agreement and the
Potential Acquiror making such Acquisition Proposal has demonstrated that any
necessary financing has been obtained or, in the reasonable judgment of the
Company’s Board of Directors, such Potential Acquiror is reasonably likely to
obtain such financing, (ii) that such Acquisition Proposal, if accepted, is
reasonably likely to be consummated, taking into account, legal, financial,
regulatory and other aspects of the Acquisition Proposal and the person or
entity making the Acquisition Proposal, and (iii) that the failure to approve
such Acquisition Proposal would


 


12





















 


reasonably be likely to
be a breach of its fiduciary duties under applicable laws of the State of
Delaware.


 


(e)           In the
event that the Company’s Board of Directors approves or recommends any
Acquisition Proposal from a third party to its stockholders pursuant to Section
5.5(c) above on or prior to the Closing, then the Company shall terminate this
Agreement and pay to the Buyer, within 3 days after such termination, the
amount of $500,000 by wire transfer of immediately available funds to an
account designated by the Buyer (the “Termination Amount”).  Upon payment of the Termination Amount and
not withstanding any provision to the contrary, the Company shall have no
further liability or obligations to the Buyer pursuant to this Agreement or
that certain letter of intent between the parties dated December 18, 2004.


 


5.6.          Assumed
Contracts.   The Company shall
use all commercially reasonably efforts to obtain any and all consents required
to assign the Assumed Contracts to the Buyer.


 


5.7.          URAC.   The Company shall use good faith efforts to
assist the Buyer in obtaining URAC accreditation and, if such accreditation is
not obtained prior to the Closing, the Company shall continue to provide such
assistance until URAC accreditation is obtained.


 


5.8.          Supplements
to Schedules.   From time to
time up to the Closing Date, the Company will promptly supplement or amend the
Schedules which it has delivered pursuant to this Agreement with respect to any
matter first existing or occurring after the date hereof which, if existing or
occurring at or prior to the date hereof, would have been required to be set
forth or described in such Schedules or which is necessary to correct any
information in such Schedules which has been rendered inaccurate thereby.  All such supplements or amendments to any
Schedule will, to the extent that they result from the passage of time and do
not have a material adverse effect on the Business, be deemed to constitute an
amendment to such Schedule for all purposes of this Agreement.


 


6.             Conditions
to Obligations of the Buyer


 


The obligations of the Buyer under this Agreement are
subject to the fulfillment, at the Closing Date, of the following conditions
precedent, each of which may be waived in writing in the sole discretion of the
Buyer:


 


6.1.          Continued
Truth of Representations and Warranties of the Company;
Compliance with Covenants and Obligations. 
The representations and warranties of the Company shall be true on the
date hereof and as of the Closing Date as though such representations and
warranties were made on and as of such date, except for any changes permitted
by the terms hereof or consented to in writing by the Buyer or resulting from
the passage of time and not having a materially adverse effect on the
Business.  The Company shall have performed
and complied in all material respects with all terms, conditions, covenants,
obligations, agreements and restrictions required by this Agreement to be
performed or complied with by it prior to or at the Closing Date.  At the Closing, the Company shall have
delivered to the Buyer a certificate signed by the Company’s President on
behalf of the Company as to such its compliance with this Section 6.1.


 


13





















 


6.2.          Corporate
Proceedings.   All corporate
proceedings required to be taken to authorize the Buyer to carry out this
Agreement and the transactions contemplated hereby shall have been taken.


 


6.3.          The
Acquired Assets.   At the
Closing the Buyer shall receive good, clear title to the Acquired Assets, free
and clear of all liens, liabilities, security interests and encumbrances of any
kind or nature whatsoever.


 


6.4.          Governmental
Approvals.   All
governmental agencies, department, bureaus, commissions and similar bodies, the
consent, authorization or approval of which is necessary under any applicable
law, rule, order or regulation for the consummation by the Company or the Buyer
of the transactions contemplated by this Agreement and the operation of the
Business by the Buyer shall have consented to, authorized, permitted or
approved such transactions.


 


6.5.          Consent
of Third Parties.  
Except with respect to the Contracts listed on Schedule 2.4 and subject
to the provisions of Section 1.2, the Company shall have received all requisite
consents and approvals of all lenders, lessors and other third parties whose
consent or approval is required in order for the Company to consummate the
transactions contemplated by this Agreement.


 


6.6.          Adverse
Proceedings.   No
action or proceeding by or before any court or other governmental body shall
have been instituted or, to the best knowledge of the Company, threatened by
any governmental body or person whatsoever which shall seek to restrain,
prohibit or invalidate the transactions contemplated by this Agreement or which
might affect the right of the Buyer to own or operate the Acquired Assets after
the Closing.


 


6.7.          Opinion
of Counsel.   The Buyer
shall have received an opinion of Epstein Becker & Green, P.C., special
counsel to the Company, dated as of the Closing Date, in substantially the form
attached hereto as Exhibit B, and as to such other matters as may be
reasonably requested by the Buyer or its counsel.


 


6.8.          Material
Adverse Change.   There
shall have been no material adverse change in the Business or the Acquired
Assets from and after the date hereof through the Closing Date.


 


6.9.          Ancillary
Sales.   On or prior to
the Closing Date, the Company shall have renewed the contracts set forth on Schedule
6.9 hereto or entered into new contracts on substantially the terms as the
current contracts.


 


6.10.        Closing
Deliveries.   The Buyer
shall have received at or prior to the Closing all documents set forth in this
Section 6 and such other documents, instruments or certificates as the Buyer
may reasonably request including, without limitation:


 


(a)           an executed
Bill of Sale and Assignment in substantially the form attached hereto as Exhibit
C (the “Bill of Sale”);


 


(b)           an
executed Instrument of Assumption;


 


14





















 


(c)           a
certificate of the Secretary of State of the State of Delaware as to the legal
existence and good standing of the Company in Delaware;


 


(d)           a
certificate of the Secretary of State for the Commonwealth of Massachusetts as
to the legal existence and good standing of the Company in Massachusetts;


 


(e)           a
certificate signed by the Secretary of the Company attesting to the incumbency
of the Company’s officers and the authenticity of the resolutions authorizing
the transactions contemplated by this Agreement;


 


(f)            an
agreement not to compete with the Buyer duly executed by William S. Reece in
substantially the form attached hereto as Exhibit D; and


 


(g)           such other
documents, instruments or certificates as the Buyer may reasonably request.


 


7.             Conditions
to Obligations of the Company


 


The obligations of the Company under this Agreement
are subject to the fulfillment, at the Closing Date, of the following
conditions precedent, each of which may be waived in writing in the sole
discretion of the Company:


 


7.1.          Continued
Truth of Representations and Warranties of the Buyer; Compliance
with Covenants and Obligations.   The
representations and warranties of the Buyer in this Agreement shall be true on
and as of the Closing Date as though such representations and warranties were
made on and as of such date, except for any changes permitted by the terms
hereof, consented to in writing by the Company, or resulting from the passage
of time and not having a materially adverse effect on the Buyer.  The Buyer shall have performed and complied
in all material respects with all terms, conditions, covenants, obligations,
agreements and restrictions required by this Agreement to be performed or
complied with by it prior to or at the Closing Date.  At the Closing, the Buyer shall have delivered
to the Company a certificate signed by the President of the Buyer as to the
Buyer’s compliance with this Section 7.1.


 


7.2.          Corporate
Proceedings.   All corporate proceedings required to be taken
to authorize the Company to carry out this Agreement and the transactions
contemplated hereby, and to convey, transfer, assign and deliver the Acquired
Assets to the Buyer, shall have been taken, including, without limitation, the
consent of the Company’s stockholders to the consummation of the transactions
contemplated herein.


 


7.3.          Governmental
Approvals.   All
governmental agencies, departments, bureaus, commissions and similar bodies,
the consent, authorization or approval of which is necessary under any
applicable law, rule, order or regulation for the consummation by the Buyer or
the Company of the transactions contemplated by this Agreement and the
operation of the business of the Company by the Buyer shall have consented to,
authorized, permitted or approved such transactions.


 


7.4.          Consents
of Third Parties.  
Except with respect to the Contracts listed on Schedule 2.4 and subject
to the provisions of Section 1.2, the Buyer shall have received all requisite
consents and approvals of all lenders, lessors and other third parties whose
consent or


 


15





















 


approval is required in
order for the Buyer to consummate the transactions contemplated by this
Agreement.


 


7.5.          Adverse
Proceedings.   No
action or proceeding by or before any court or other governmental body shall
have been instituted or threatened by any governmental body or person
whatsoever which shall seek to restrain, prohibit or invalidate the
transactions contemplated by this Agreement or which might affect the right of
the Company to transfer the Acquired Assets.


 


7.6.          Opinion
of Counsel.   The Company
shall have received an opinion of Bradley Arant Rose & White LLP, counsel
to the Buyer, dated as of the Closing Date, in substantially the form attached
hereto as Exhibit E, and as to such other matters as may be reasonably
requested by the Company or their counsel.


 


7.7.          Closing
Deliveries.   The Company
shall have received at or prior to the Closing all documents set forth in this
Section 7 and such other documents, instruments or certificates as the Company
may reasonably request including, without limitation:


 


(a)           a
certificate of the Secretary of State of the State of Alabama as to the legal
existence of the Buyer;


 


(b)           a
certificate of the Department of Revenue of the State of Alabama as to the good
standing of the Buyer;


 


(c)           a
certificate of the Secretary of State of the Commonwealth of Massachusetts as
to the foreign qualification of the Buyer in Massachusetts;


 


(d)           a
certificate signed by an authorized representative of the Buyer on behalf of
the Buyer attesting to the incumbency of the Buyer’s officers and the
authenticity of the resolutions authorizing the transactions contemplated by
this Agreement;


 


(e)           the Cash
Payment;


 


(f)            an
executed Instrument of Assumption;


 


(g)           an
executed Bill of Sale; and


 


(h)           such other
documents, instruments or certificates as the Company may reasonably request.


 


8.             Indemnification


 


8.1.          By
the Company.   The
Company hereby indemnifies and holds harmless the Buyer and its officers,
directors, stockholders, employees, consultants, representatives, agents and
affiliates from and against all claims, damages, losses, liabilities,
obligations, judgments, liens, injunctions, charges, orders, decrees, rulings,
assessments, penalties, fines, costs and expenses (including, without
limitation, settlement costs and any reasonable legal, accounting or other
expenses for investigating or defending any actions or threatened actions)
(collectively, the “Losses”) as a result of or in connection with:


 


16





















 


(a)           any breach
of any representation or warranty made by the Company contained in this
Agreement, the Schedules hereto, the Bill of Sale or the Instrument of
Assumption;


 


(b)           any
non-fulfillment or non-performance on the part of the Company of any covenant
or agreement contained in this Agreement, the Schedules hereto, the Bill of
Sale or the Instrument of Assumption;


 


(c)           any claim
related to the Retained Liabilities (as defined in Section 1.4(b)) or the
Excluded Assets; or


 


(d)           any fraud,
willful misconduct or bad faith of the Company or any of its officers,
directors, employees, consultants, representatives, agents or affiliates in
connection with this Agreement or the transactions contemplated hereby.


 


8.2.          By the
Buyer.   The Buyer
hereby indemnifies and holds harmless the Company and its officers, directors,
stockholders, employees, consultants, representatives, agents and affiliates
from and against all Losses as a result of or in connection with:


 


(a)           any breach
of any representation or warranty made by the Buyer contained in this
Agreement, the Schedules or the Instrument of Assumption;


 


(b)           any
non-fulfillment or non-performance on the part of the Buyer of any covenant or
agreement contained in this Agreement, the Schedules or the Instrument of
Assumption;


 


(c)           the
Buyer’s failure to perform, discharge or satisfy the Assumed Liabilities;


 


(d)           any claim
arising out of the Buyer’s operation of the Business or use or ownership of the
Acquired Assets after the Closing; or


 


(e)           any fraud,
willful misconduct or bad faith of the Buyer, its officers, directors,
employees, consultants, representatives, agents or affiliates in connection
with this Agreement or the transactions contemplated hereby.


 


8.3.          Claims
for Indemnification.  
Whenever any claim shall arise for indemnification under this Section 8,
the party seeking indemnification for Losses (the “Indemnified Party”), shall
promptly notify the party from whom indemnification is sought (the
“Indemnifying Party”), and such Indemnifying Party’s counsel pursuant to
Section 12 herein, in writing (the “Indemnification Notice”) of the claim,
which Indemnification Notice shall include the facts, to the extent known,
constituting the basis for such claim, the specific section of this Agreement
upon which the claim is based and an estimate, if possible, of the amount of
damages suffered by the Indemnified Party; provided, however,
that the failure to so notify the Indemnifying Party will relieve the
Indemnifying Party from liability under this Agreement with respect to such
claim only if, and only to the extent that, such failure to notify the
Indemnifying Party results in the forfeiture by the Indemnifying Party of
rights and defenses otherwise available to the Indemnifying Party with respect
to such claim.  In the event that any
such claim for indemnification hereunder results from or is in connection with
any claim or legal proceedings by a third party (a “Third Party Claim”), the
Indemnification Notice shall specify, if


 


17





















 


known, the amount or an
estimate of the amount of the liability arising therefrom and shall attach all
correspondence and demands from such third party.  In the event that any claim for
indemnification involves a matter other than a Third Party Claim, the
Indemnifying Party shall have thirty (30) days from receipt of the
Indemnification Notice to object to such claim by delivery of a written notice
of such objection to the Indemnified Party specifying in reasonable detail the
basis for such objection.  Failure to
timely object shall constitute a final and binding acceptance of the claim for
indemnification by the Indemnifying Party and the claim shall be paid in
accordance with Section 8.5 hereof.


 


8.4.          Defense
by the Indemnifying Party.


 


(a)           In
connection with any claim which may give rise to indemnity hereunder resulting
from or arising out of a Third Party Claim, the Indemnifying Party, at the sole
cost and expense of the Indemnifying Party, may, upon written notice given to
the Indemnified Party, assume the defense of any such claim or legal
proceeding.  If the Indemnifying Party
assumes the defense of any such claim or legal proceeding, the Indemnifying
Party shall select counsel to conduct the defense of such claims or legal
proceedings and, at the sole cost and expense of the Indemnifying Party, shall
take all steps it deems necessary or appropriate in the defense or settlement
thereof.  The Indemnifying Party shall
not consent to a settlement of, or the entry of any judgment arising from, any
such claim or legal proceeding without the prior written consent of the
Indemnified Party (which consent shall not be unreasonably withheld or
delayed), unless such settlement or judgment (i) includes a full release of the
Indemnified Party from such Third Party Claim, (ii) does not contain any
admission or statement suggesting any wrongdoing or liability on behalf of the
Indemnified Party, and (iii) does not contain any equitable order, judgment or
term which in any manner affects, restrains or interferes with the business of
the Indemnified Party.  The Indemnified
Party shall be entitled to participate in (but not control) the defense of any
such action, with its own counsel and at its own expense.  If the Indemnifying Party does not assume the
defense of any such claim or litigation resulting therefrom within ten (10)
days after the date it receives written notice of such claim from the
Indemnified Party:  (a) the Indemnified
Party may defend against such claim or litigation in such manner as it may deem
necessary or appropriate, including, but not limited to, settling such claim or
litigation (subject to the second to last sentence of this Section 8.4), on
such terms as the Indemnified Party may deem appropriate, and (b) the
Indemnifying Party shall be entitled to participate in (but not control) the
defense of such action, with its counsel and at its own expense.  If the Indemnifying Party thereafter seeks to
question the manner in which the Indemnified Party defended such third party
claim or the amount or nature of any such settlement, the Indemnifying Party
shall have the burden to prove by a preponderance of the evidence that the
Indemnified Party did not defend or settle such Third Party Claim in a
reasonably prudent manner.  The
Indemnified Party shall not settle or compromise any claim by a third party for
which it is entitled to indemnification hereunder without the prior written
consent, which shall not be unreasonably withheld or delayed, of the
Indemnifying Party; provided, however, that if suit shall have
been instituted against the Indemnified Party and the Indemnifying Party shall
not have taken control of such suit within ten (10) days after notification
thereof, as provided in Section 12 of this Agreement, the Indemnified Party
shall have the right to settle or compromise such claim upon giving notice to
the Indemnifying Party so long as such settlement includes a full release of
the Indemnifying Party from such Third Party Claim.


 


(b)           The
Indemnifying Party and the Indemnified Party shall cooperate with each other in
all reasonable respects in connection with the defense of any Third Party
Claim,


 


18





















 


including making
available records relating to such claim and furnishing employees of the
Indemnified Party as may be reasonably necessary for the preparation of the
defense of any such Third Party Claim or for testimony as witnesses in any
proceeding relating to a Third Party Claim.


 


8.5.          Payment
of Indemnification Obligation.  Within five (5) days following a final
determination of an indemnification claim made by the Indemnified Party,
whether such final determination is by reason of (i) a failure of the
Indemnifying Party to timely object to an Indemnification Notice or (ii) the
mutual agreement of the Indemnifying Party and the Indemnified Party, or (iii) a final judgment of a court of
competent jurisdiction pursuant to which no further appeals are available or
the time for taking such appeals has lapsed, the amount of the Losses stated in
such claim or otherwise agreed to or awarded, as the case may be, shall be paid
by the Indemnifying Party by payment in cash or by cashier’s check or by wire
transfer of immediately available funds.


 


8.6.          Survival
of Representations; Claims for Indemnification.   Unless otherwise provided herein, all
representations and warranties contained in this Agreement shall survive until
the first anniversary of the Closing Date and any claim for indemnification
must be made on or prior to such first anniversary, except for (i) claims, if
any, asserted in writing prior to such date and identified as a claim for
indemnification pursuant to this Section 8, which claims shall survive until
finally resolved and satisfied in full, (ii) claims (x) based upon a breach of
Section 2.3, or (y) made pursuant to Section 8.1(b), (c) or (d), or Section
8.2(b), (c), (d) or (e), which claims shall survive indefinitely and (iii)
claims based upon a breach of Sections 2.5, 2.13 or 2.15, which claims shall
survive until the expiration of the applicable statute of limitations.


 


8.7.          Limitation
on Indemnification Obligations.   The Indemnified Party shall not be entitled
to recover from the Indemnifying Party under this Section 8 unless and until
the aggregate amount of all Losses by the Indemnified Party under this Section
8 exceeds $125,000 (the “Basket”); provided, however, that once the aggregate
amount of Losses by any Indemnified Party exceeds the Basket, the Indemnified
Party shall be entitled to indemnity for the amount of all claims in excess of
$75,000 (the “Deductible”) made by the Indemnified Party.  The Indemnifying Party shall not be obligated
to pay any Losses under this Section 8 once the aggregate amount of all Losses
paid by such Indemnifying Party under this Section 8 equals $2,000,000 (the
“Cap”).  Notwithstanding the foregoing,
none of the Basket, Deductible or Cap shall apply to, and the Indemnified Party
shall be entitled to recovery for all Losses in connection with, any
indemnification claims (i) based upon a
breach of Sections 2.3, 2.13 or 2.15, or (ii) made pursuant to Section 8.1(b),
(c) or (d), or Section 8.2(b), (c) (d) or (e).


 


8.8.          Exclusive
Remedy.   Except for
injunctive and other equitable relief, neither the Buyer nor the Company shall
be liable or responsible in any manner, whether for indemnification or
otherwise, except for indemnity as expressly provided in this Section 8, and,
after the Closing, this Section 8 shall provide the exclusive remedy and cause
of action of either the Buyer against the Company, or the Company against the
Buyer, with respect to any matter arising out of or in connection with this
Agreement.


 


9.             Post-Closing
Agreements


 


The Company agrees that from and after the Closing
Date:


 


19





















 


9.1.          Limitation on Use of
Name.   From and after the Closing
Date, the Company shall not use the name “Health Outreach Toolkit,”  “Health Library” or “CHOICE” or any
derivation thereof, in connection with any business related to or competitive
with the Product as such exists as of the Closing Date.


 


9.2.          Non-Competition
Agreement.


 


(a)           Subject to
clause (c) below, for a period of three (3) years after the Closing Date, the
Company shall not (i) directly or indirectly, manufacture, market, sell or
otherwise distribute any product or service in the United States of America
that is competitive with the Product as such exists as of the Closing Date or
(ii) induce or attempt to induce any of the Business Employees to terminate
their employment relationship with the Buyer.


 


(b)           The
parties hereto agree that the duration and geographic scope of the
non-competition provision set forth in this Section 9.2 are reasonable.  In the event that any court determines that
the duration or geographic scope, or both, are unreasonable and that such
provision is to that extent unenforceable, the parties hereto agree that the
provision shall remain in full force and effect for the greatest time period
and in the greatest area that would not render it unenforceable.  The parties intend that this non-competition
provision shall be deemed to be a series of separate covenants, one for each
and every county of each and every state of the United States of America and
each and every political subdivision of each and every country outside the
United States of America where this provision is intended to be effective.  The Company also agrees that damages are an
inadequate remedy for any breach of this provision and that the Buyer shall,
whether or not it is pursuing any potential remedies at law, be entitled to
equitable relief in the form of preliminary and permanent injunctions without
bond or other security upon any actual or threatened breach of this
non-competition provision.


 


(c)           Notwithstanding
anything in this Agreement to the contrary, the parties hereto acknowledge and
agree that nothing in this Agreement or any of the agreements contemplated
herein shall limit, restrict or prohibit the Company from (1) marketing,
distributing, licensing, selling or otherwise exploiting its products and
services as they exist after the Closing, including, without limitation, the
Excluded Assets (including the products currently known as Quality Architect
and Interactive IC and the evidence-based medical guidelines); (2) marketing,
distributing, licensing, selling or otherwise exploiting the Company’s products
and services as they exist after the Closing Date to the same subscribers,
customers and clients that utilized the Product; and (3) creating, utilizing or
marketing after the Closing Date health information content as a part of other
products and services offered by the Company which are not competitive with the
Business as it exists on the date hereof. 
The parties further acknowledge and agree that the restrictions set
forth in Section 9.2(a)(i) shall not be deemed to prohibit an unaffiliated
third party acquirer of the Company’s business, assets or capital stock,
pursuant to an acquisition, merger or otherwise, that is consummated after the
Closing Date (a “Third Party Acquirer”), from continuing the Third Party
Acquirer’s business as it existed prior to such acquisition following the
acquisition, provided that the assets of the Company purchased or acquired by
such Third Party Acquirer are not used by the Third Party Acquirer in violation
of the restriction set forth in Section 9.2(a)(i).


 


20





















 


9.3.          Sharing
of Data.


 


(a)           The
Company shall have the right for a period of three years following the Closing
Date to have reasonable access to such books, records and accounts, including
financial and tax information, correspondence, production records, employment
records and other similar information as are transferred to the Buyer pursuant
to the terms of this Agreement for the limited purposes of concluding its
involvement in the Business and as related to the Acquired Assets prior to the
Closing Date and for complying with its obligations under applicable
securities, tax, environmental, employment or other laws and regulations.  The Buyer shall have the right for a period
of three years following the Closing Date to have reasonable access to those
books, records and accounts, including financial and tax information,
correspondence, production records, employment records and other similar
records which are retained by the Company pursuant to the terms of this
Agreement to the extent that any of the foregoing relates to the Business or
Acquired Assets transferred to the Buyer hereunder or is otherwise needed by
the Buyer in order to comply with its obligations under applicable securities,
tax, environmental, employment or other laws and regulations.


 


(b)           Each
of the Company and the Buyer agree that from and after the Closing Date they
shall cooperate fully with each other to facilitate the transfer of the
Acquired Assets from the Company to the Buyer and the operation thereof by the
Buyer.


 


9.4.          Cooperation
of the Company.   The
Company will cooperate with the Buyer in furnishing information or other
assistance reasonably requested in connection with any actions, proceedings,
arrangements or disputes involving the business of the Company and based upon
contracts, arrangements, property rights, acts or omissions of the Company
which were in effect or carried on prior to the Closing Date; provided that the
Buyer shall reimburse the Company for any out-of-pocket costs incurred in
complying with such request.


 


9.5.          Transition
Services of the Company.  
At the Closing, the Buyer will grant a non-assignable, non-transferable
license to the Company to continue to use the Software Platform as more fully
described on Schedule 9.5 hereto solely for the purposes of (i) managing the
transfer of the Product and Software Platform to the Buyer, (ii) transferring
the Company’s Excluded Assets to a new software platform, (iii) developing a
content repository to operate, utilize and otherwise exploit the Company’s
Excluded Assets, and (iv) continue to service TNP stand alone customers until
such contracts terminate.  The license
granted hereunder to the Company shall be royalty free for a period of six
months after the Closing Date and, upon the expiration of such six-month
period, the Company shall no longer utilize the Software Platform in any
way.  Such license will be for the
Software Platform as it exists on the Closing Date and the Company shall have
no obligation to service, maintain or update such Software Platform.


 


9.6.          Continued
License to HealthGate Consortium.   The Buyer covenants and agrees that it shall
continue to provide the Product on a no-fee basis to each of Vanderbilt
University, Duke University, Emory University and Oregon Health and Science
University pursuant to the terms of the existing license agreements by and
between the Company and each such university attached as Schedule 9.6
hereto.


 


9.7           Termination
of Reseller Agreement. 
Effective as of the Closing Date, the Buyer and the Company each
acknowledge and agree that the Reseller Agreement dated August 23, 2004
pertaining to the Buyer’s sublicense of the Company’s consumer Health Library
product is terminated and of no further force and effect.  The Buyer acknowledges that no


 


21





















 


refunds of any pre-paid
license fees are owed by the Company to the Buyer as the result of such
termination.


 


9.8           Termination
of use of HealthGate Name. 
From and after the Closing Date, the Buyer shall use all reasonable
efforts to have the “HealthGate” name and trademark (and derivations thereof)
removed from the Product and Business in use as of the Closing Date by the
customers of such products and services within ninety (90) days after the
Closing.


 


10.           Termination
of Agreement; Option to Proceed; Damages


 


10.1.        Termination
by Lapse of Time.  
This Agreement shall terminate at 5:00 p.m., Boston Time, on June 30,
2005, if the transactions contemplated hereby have not been consummated, unless
such date is extended by the written consent of the Buyer and the Company.


 


10.2.        Termination
by Agreement of the Parties. 
This Agreement may be terminated by the mutual written agreement of the
Buyer and the Company.  In the event of
such termination by agreement, the Buyer shall have no further obligation or
liability to the Company under this Agreement, and the Company shall have no
further obligation or liability to the Buyer under this Agreement.


 


10.3.        Termination
by Reason of Breach.   This Agreement may be terminated by the
Company if at any time prior to the Closing there shall occur (i) a material
breach of any of the representations, warranties or covenants of the Buyer or
(ii) a failure by the Buyer to perform any condition or obligation hereunder,
and may be terminated by the Buyer, if at any time prior to the Closing there
shall occur (x) a material breach of any of the representations, warranties or
covenants of the Company or (y) a failure of the Company to perform any condition
or obligation hereunder.


 


10.4.        Termination
Pursuant to a Superior Offer.   This Agreement may be terminated by the
Company at any time prior to the Closing pursuant to the provisions of Section
5.5 herein and, upon such termination, the parties shall have no further
obligation or liability under this Agreement, except as specifically set forth
in Section 5.5(e).


 


10.5.        Availability
of Remedies at Law.  
In the event this Agreement is terminated by the Buyer or the Company,
pursuant to the provisions of Section 10.3, the parties hereto shall have
available to them all remedies afforded to them by applicable law or in equity,
including, without limitation, claims for losses or damages pursuant to Section
9 and claims for specific performance and other equitable remedies.


 


11.           Brokers


 


11.1.        For
the Company.   The
Company represents and warrants that no person, firm or corporation has acted
in the capacity of broker or finder on its or their behalf to bring about the
negotiation of this Agreement. 
Notwithstanding anything in this Agreement to the contrary, the Company
agrees to indemnify and hold harmless the Buyer against any claims or
liabilities asserted against it or them by any person acting or claiming to act
as a broker or finder on behalf of the Company.


 


22





















 


11.2.        For
the Buyer.   The Buyer
represents and warrants that no person, firm or corporation has acted in the
capacity of broker or finder on its behalf to bring about the negotiation of
this Agreement.  Notwithstanding anything
in this Agreement to the contrary, the Buyer agrees to indemnify and hold
harmless the Company against any claims or liabilities asserted against it by
any person acting or claiming to act as a broker or finder on behalf of the
Buyer.


 


12.           Notices


 


Any notices or other communications required or
permitted hereunder shall be sufficiently given if delivered personally, by
telecopy or facsimile, or sent by overnight courier, or registered or certified
mail, postage prepaid, addressed as follows or to such other address of which
the parties may have given notice:


 


	
  To the Company:

  	
  HealthGate Data
  Corp.

  
	
   

  	
  25 Corporate Drive, Suite 310

  
	
   

  	
  Burlington, MA 01803

  
	
   

  	
  Attention: Veronica Zsolcsak, CFO

  
	
   

  	
  Fax: (781)
  685-4040

  
	
   

  	
   

  
	
  With copies to:

  	
  Susan E. Pravda,
  Esq.

  
	
   

  	
  Epstein Becker
  & Green, P.C.

  
	
   

  	
  111 Huntington
  Avenue

  
	
   

  	
  Boston, MA 02199

  
	
   

  	
  Fax: (617)
  342-4001

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  Stephen M. Kane,
  Esq.

  
	
   

  	
  Rich May, P.C.

  
	
   

  	
  176 Federal
  Street

  
	
   

  	
  Boston, MA 02110

  
	
   

  	
  Fax: (617)
  556-3890

  
	
   

  	
   

  
	
  To the Buyer:

  	
  EBSCO Publishing,
  Inc.

  
	
   

  	
  10 Estes Street

  
	
   

  	
  Ipswich, MA
  01938

  
	
   

  	
  Attn: Mr. Tim
  Collins

  
	
   

  	
  Fax: (978)
  356-6565

  
	
   

  	
   

  
	
  with a copy to:

  	
  EBSCO
  Industries, Inc.

  
	
   

  	
  5724 Highway 280
  East

  
	
   

  	
  Birmingham, AL
  35242

  
	
   

  	
  Attn: Mr.
  Richard L. Bozzelli

  
	
   

  	
  Fax: (205)
  408-4785

  
	
   

  	
   

  
	
   

  	
  and

  



 


23





















 


	
   

  	
  Bradley Arant
  Rose & White LLP

  
	
   

  	
  One Federal
  Place

  
	
   

  	
  1819 Fifth
  Avenue North

  
	
   

  	
  Birmingham, AL
  35203

  
	
   

  	
  Attn: Denson N. Franklin III, Esq.

  
	
   

  	
  Fax: (205) 488-6246

  



 


Unless otherwise specified herein, such notices or other communications
shall be deemed received (a) on the date actually delivered, if delivered
personally, by overnight courier or by telecopy or facsimile or (b) three
business days after being sent, if sent by registered or certified mail.


 


13.           Successors
and Assigns


 


This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns,
except that the Buyer, on the one hand, and the Company, on the other hand, may
not assign their respective obligations hereunder without the prior written
consent of the other party.  Any
assignment in contravention of this provision shall be void.  No assignment shall release the Buyer or the
Company from any obligation or liability under this Agreement.


 


14.           Entire
Agreement; Amendments; Attachments


 


The Exhibits and Schedules attached hereto or to be
attached hereafter are hereby incorporated as integral parts of this
Agreement.  This Agreement, all Schedules
and Exhibits hereto, and all agreements and instruments to be delivered by the
parties pursuant hereto represent the entire understanding and agreement
between the parties hereto with respect to the subject matter hereof and
supersede all prior oral and written and all contemporaneous oral negotiations,
commitments and understandings between such parties including that certain
letter of intent by and between the parties dated December 18, 2004.  The parties hereto may amend or modify this
Agreement by a written instrument executed by the Buyer and the Company.


 


15.           Severability


 


Any provision of this Agreement which is invalid,
illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability,
without affecting in any way the remaining provisions hereof in such
jurisdiction or rendering that or any other provision of this Agreement
invalid, illegal or unenforceable in any other jurisdiction.


 


16.           Expenses


 


Except as otherwise expressly provided herein, the
Buyer, on the one hand, and the Company, on the other hand, will pay all fees
and expenses incurred by them in connection with the transactions contemplated
hereunder.


 


17.           Legal
Fees


 


In the event that legal or arbitration proceedings are
commenced by the Buyer against the Company, or by the Company against the
Buyer, in connection with this Agreement or the transactions contemplated
hereby, the party or parties which do not prevail in such


 


24





















 


proceedings shall pay the
reasonable attorneys’ fees and other costs and expenses, including
investigation costs, incurred by the prevailing party in such proceedings.


 


18.           Governing
Law, Jurisdiction and Venue


 


This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.  Any claim, action, suit or proceeding arising out of, in
connection with or related to this Agreement or the transaction contemplated
herein shall be conducted in Boston, Massachusetts and the parties hereby
irrevocably consent and submit themselves to the exclusive jurisdiction and
venue of the federal or state courts located in Suffolk County, Massachusetts
for purposes of any claim, suit or proceeding relating to, arising out of or in
connection with this Agreement and the transactions contemplated herein.


 


19.           Section
Headings


 


The section headings are for the convenience of the
parties and in no way alter, modify, amend, limit, or restrict the contractual
obligations of the parties.


 


20.           Counterparts


 


This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall be one and the same document.


 


25





















 


IN WITNESS WHEREOF, this Asset Purchase Agreement has been duly
executed by the parties hereto as of and on the date first above written.


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  HEALTHGATE DATA
  CORP.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ William S.
  Reece

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name: William S. Reece

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title: President
  & CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  EBSCO
  PUBLISHING, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Tim Collins

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name: Tim Collins

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title: Vice
  President & General Manager

  	
   

  
											



 


26