WARRANT To Purchase Common Stock of A.D.A.M., Inc.,

Exhibit 10.2

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

Dated: December 31, 2008

WARRANT

To Purchase Common Stock of

A.D.A.M., Inc.,

a Georgia corporation

THIS IS TO CERTIFY that CS CF Equity I LLC, a Delaware limited liability company (“ CS CF Equity ”), having a place of business at 4445 Willard Avenue, 12th Floor, Chevy Chase, Maryland 20815, or its registered assigns, is entitled upon the due exercise hereof at any time during the Exercise Period (as hereinafter defined) to purchase up to Four Hundred Eleven Thousand Six Hundred Sixty-Seven (411,667) shares of Common Stock, $0.01 par value, of A.D.A.M., Inc., a Georgia corporation (together with any successor thereto, the “ Company ”), at a price of Three and 65/100ths Dollars ($3.65) per share (the “ Exercise Price ”) and to exercise the other rights, powers and privileges hereinafter provided, all on the terms and subject to the conditions set forth herein. The foregoing Exercise Price and number of shares of Common Stock purchasable hereunder are subject to adjustment as hereinafter set forth.

This Warrant has been issued by the Company in connection with, and in consideration for the acceptance by the Lenders described below of, the prepayment by the Company in full of its obligations under that certain Credit Agreement dated as of August 14, 2006 (as amended from time to time, the “ Credit Agreement ”) between the Company, its Subsidiaries, the financial institutions from time to time parties thereto, as Lenders thereunder, and CapitalSource Finance LLC, as administrative agent for the Lenders, including, without limitation, the prepayment of that certain Convertible Term Loan (as such term was defined in the Credit Agreement) which was made by the Lenders to the Company pursuant to the Credit Agreement and was convertible into Common Stock of the Company.

Capitalized terms used, but not otherwise defined, in this Warrant shall have the respective meanings set forth in Article IX hereof.

ARTICLE I

EXERCISE OF WARRANT

1.1 Right to Exercise . The registered holder hereof shall have the right, at its option, to exercise this Warrant, in whole or in part, at any time or from time to time during the period (the “Exercise Period”) commencing on the date hereof and ending on (i) August 14, 2011 if on or prior to such date the Company has not issued any shares of any class of capital stock which is preferred as to dividends or as to the distribution of assets upon the voluntary or involuntary dissolution, liquidation or winding up of the Company or (ii) August 14, 2014 if on or prior to August 14, 2011 the Company has issued any shares of any class of capital stock which is preferred as to dividends or as to the distribution of assets upon the voluntary or involuntary dissolution, liquidation or winding up of the Company.

1.2 Manner of Exercise; Payment . To exercise this Warrant, the holder hereof shall deliver to the Company (a) a Notice of Exercise duly executed by such holder specifying the number of shares of Common Stock to be purchased, (b) an amount equal to the aggregate Exercise Price for all shares of Common Stock to be purchased pursuant to this Warrant, and (c) this Warrant. At the option of such holder, payment of the Exercise Price may be made by (A) either of the Permitted Payment Methods, (B) deduction from the number of shares otherwise to be delivered upon exercise of the Warrant that number of shares of Common Stock which has an aggregate Current Market Price on the date of exercise equal to the aggregate Exercise Price for all shares to be purchased pursuant to this Warrant, or (C) by any combination of the foregoing methods.

1.3 Issuance of Common Stock . Upon receipt of the required deliveries, the Company shall, as promptly as practicable but in any event within five Business Days thereafter, cause to be issued and delivered to the holder hereof (or its nominee) or, subject to Article III , the transferee designated in the Notice of Exercise, a certificate or certificates representing shares of Common Stock equal to the aggregate number of shares of Common Stock specified in the Notice of Exercise (less any shares in payment of a cashless exercise pursuant to Section 1.2(B)) . Such certificate or certificates shall be registered in the name of the holder hereof (or its nominee) or in the name of such transferee, as the case may be. If this Warrant is exercised in part, the Company shall, at the time of delivery of such certificate or certificates, issue and deliver to the holder hereof or, subject to Article III , the transferee so designated in the Notice of Exercise, a new Warrant evidencing the rights of the holder hereof or such transferee to purchase the aggregate number of shares of Common Stock for which this Warrant shall not have been exercised and this Warrant shall be canceled.

1.4 Effectiveness of Exercise . This Warrant shall be deemed to have been exercised, and the shares of Common Stock shall be deemed to have been issued, as of the close of business on the date on which each of the Notice of Exercise, payment of the Exercise Price (unless a cashless exercise is being effected pursuant to Section 1.2(B)) , and this Warrant are received by the Company.

1.5 Fractional Shares . The Company shall not issue fractional shares of Common Stock upon any exercise of this Warrant. The Company shall purchase from the holder any fractional shares otherwise issuable upon exercise at a price equal to an amount calculated by multiplying such fractional share (calculated to the nearest .001 of a share) by the Current Market Price. Payment

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of such amount shall be made at the time of delivery of any certificate or certificates deliverable upon such exercise, in cash or by check payable to the order of the holder hereof or, subject to Article III , the transferee designated in the Notice of Exercise, as the case may be.

ARTICLE II

RESTRICTION, TRANSFER AND EXCHANGE

The Company shall keep at its principal office a register in which it shall record the registration, transfer and exchange of this Warrant. The holder hereof and the Company shall take such actions as may be necessary from time to time (or as may be reasonably requested by the other party) to effect the proper registration of this Warrant or portions hereof and in connection with any transfer or exchange of this Warrant or portions hereof. All Warrants issued upon any registration of transfer or exchange of Warrants shall be the valid obligations of the Company, evidencing the same rights, and entitled to the same benefits, as the Warrants surrendered upon such registration of transfer or exchange.

Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, the Company will execute and deliver, in lieu thereof, a new Warrant of like tenor and denomination. The Company and any agent of the Company may treat the Person in whose name this Warrant is registered on the register kept at the principal office of the Company as the owner and holder thereof for all purposes.

ARTICLE III

RESTRICTIONS ON TRANSFER

3.1 Notice of Proposed Transfer . Neither this Warrant nor any Warrant Shares shall be transferable without prior written notice to the Company except (a) to an Affiliate of the holder hereof, (b) to a successor corporation to the holder hereof as a result of a merger or consolidation with, or sale of all or substantially all of the stock or assets of, the holder hereof, or (c) in a public offering pursuant to an effective registration statement under the Securities Act or in an offering constituting an exempt transaction under Rule 144 or Rule 144A.

Reference in this Article III to shares of Common Stock issuable upon the exercise of this Warrant includes shares of Common Stock theretofore issued upon the exercise of the Warrant or otherwise which are then evidenced by certificates required to bear the legend set forth in Section 3.3 . The conditions contained in this Article III are intended solely to insure compliance with the Securities Act in respect of the transfers of Warrants or Warrant Shares.

3.2 Opinion of Counsel . If a holder of this Warrant or of Issued Warrant Shares has given the notice described in the first paragraph of this Article III , such holder shall obtain an opinion of counsel reasonably acceptable to the Company as to whether the proposed transfer may be effected without registration or qualification under any applicable Federal or state securities or blue sky law. Such counsel shall, as promptly as practicable, notify the Company and the holder of such opinion and of the terms and conditions, if any, to be observed in such transfer, whereupon the holder shall be entitled to transfer this Warrant or such shares of Common Stock

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(or portion thereof). In the event this Warrant shall be exercised as an incident to such transfer, such exercise shall relate back and for all purposes of this Warrant be deemed to have occurred as of the date of such notice regardless of delays incurred by reason of the provisions of this Article III which may result in the actual exercise on any later date.

3.3 Legend on Warrants and Certificates .

The Warrant Shares shall bear the following legend:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. IN ADDITION, ANY TRANSFER OF THESE SHARES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE WARRANT DATED AS OF DECEMBER 31, 2008 ORIGINALLY ISSUED BY A.D.A.M., INC. (THE “ COMPANY ”) TO CS CF EQUITY I LLC TO PURCHASE SHARES OF COMMON STOCK, $0.01 PAR VALUE, OF THE COMPANY. A COPY OF THE FORM OF SUCH WARRANT IS ON FILE WITH THE SECRETARY OF THE COMPANY AT 10 TENTH STREET, N.E., SUITE 500, ATLANTA, GEORGIA 30309 AND WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY AT SUCH ADDRESS.”

3.4 Termination of Restrictions . The restrictions imposed under this Article III upon the transferability of this Warrant or Warrant Shares shall cease when (a) a registration statement covering such Warrant Shares becomes effective under the Securities Act or (b) the Company receives an opinion of counsel reasonably acceptable to the Company that such restrictions are no longer required in order to ensure compliance with the Securities Act. When such restrictions terminate, the Company shall, or shall instruct its transfer agent and registrar to, issue new certificates in the name of the holder not bearing the legend required under Section 3.3 .

3.5 Rule 144 and Rule 144A . The Company covenants that it will file all reports required to be filed by it with the Commission, and that it will take such further action as a holder may reasonably request, all to the extent required from time to time to enable such holder to sell this Warrant or any Warrant Shares without registration under the Securities Act pursuant to Rule 144 (“ Rule 144 ”) (or any similar rule then in effect promulgated by the Commission under the Securities Act). Upon the request of a holder, the Company will deliver to such holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (“ Rule 144A ”) (or any similar provision then in effect) promulgated by the Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a holder may reasonably request, all to the extent required from time to time, to enable such holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A.

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ARTICLE IV

ANTIDILUTION PROVISIONS

4.1 Adjustment of the Number of Shares Purchasable . Upon any adjustment of the Exercise Price as provided in Section 4.2 , the holder hereof shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Common Stock obtained by multiplying the number of shares of Common Stock purchasable hereunder immediately prior to such adjustment by a fraction (a) the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and (b) the denominator of which shall be the Exercise Price resulting from such adjustment.

4.2 Adjustment of Exercise Price . If any Adjustment Transaction shall occur, the Exercise Price shall be adjusted by the Company so as to fairly preserve, without dilution, the purchase rights represented by this Warrant in accordance with Section 4.1 and otherwise with the essential intent and purposes hereof. If the holder of this Warrant disputes the adjustment of the Exercise Price made by the Company and the parties cannot otherwise resolve the dispute promptly and in good faith, then the Company shall appoint a firm of independent public accountants of recognized national standing (which may be the regular auditors of the Company), which shall give their opinion as to the adjustment, if any, to be made to the Exercise Price as the result of the relevant Adjustment Transaction. Upon receipt of such opinion, the Company shall promptly mail a copy thereof to the holder of this Warrant and shall make the adjustment described therein.

In case the Company after the date hereof shall propose to (i) pay any dividend payable in stock to the holders of shares of Common Stock or to make any other Distribution to the holders of shares of Common Stock, (ii) offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options, or (iii) effect any reclassification of the Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock), or any capital reorganization or any consolidation or merger (other than a merger in which no distribution of securities or other property is to be made to holders of shares of Common Stock), or any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, or the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall mail to the holder of this Warrant notice of such proposed action, which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Common Stock entitled to receive such stock dividends or other Distribution or such rights or options or to participate in such repurchase or redemption, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution, or winding up shall take place or commence, as the case may be, and the date as of which it is expected that holders of Common Stock of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such notice shall be mailed in the case of any action covered by clause (i) or (ii) above at least ten (10) days prior to the record date for determining holders of Common Stock for purposes of receiving such payment or offer, or in the case of any action covered by clause (iii) above at least thirty (30) days prior to the date upon which such action takes place and twenty (20) days prior to any record date to determine holders of Common Stock entitled to receive such securities or other property. Failure to file any certificate or notice or to mail any notice, or any defect in any certificate or notice pursuant to this Section shall not affect the legality or validity of the adjustment of the Exercise Price or the number of Issuable Warrant Shares, or any transaction giving rise thereto.

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ARTICLE V

PARTICIPATION IN NON-CASH CORPORATE DISTRIBUTIONS,

REGISTRATION AND OTHER RIGHTS

5.1 No Distributions . The Company shall not declare, make or pay any dividend or other distribution, whether in securities which are not Common Stock, Convertible Securities or Stock Purchase Rights or other property (but specifically excluding cash, as to which this Section 5.1 shall not apply), with respect to its Common Stock (a “ Distribution ”) unless it concurrently makes a cash payment to the holder of this Warrant equal to the product of (a) the amount of cash plus the Fair Value of any property or securities distributed with respect to each outstanding share of Common Stock multiplied by (b) the number of shares of Common Stock then issuable upon exercise of this Warrant. This Section 5.1 shall terminate upon the earlier of (i) the expiration of the Exercise Period and (ii) the exercise of this Warrant in its entirety.

5.2 No Redemptions . The Company shall not repurchase or redeem any of its Common Stock or any warrants or other rights to purchase such Common Stock (except Common Stock or warrants or other rights to purchase Common Stock owned by an employee of the Company upon termination of such employee’s employment with the Company so long as :the aggregate amount paid in respect of such redemptions does not exceed $250,000 in any fiscal year of the Company or $500,000 during the Exercise Period) unless it offers purchase all but not less than all of this Warrant and all Issued Warrant Shares from the holder, concurrently with such repurchase or redemption, for a cash payment equal to the product of (a) (i) the quotient obtained by dividing (x) the aggregate amount of cash and the aggregate Fair Value of any property paid out by the Company in connection with any such repurchase or redemption by (y) the number of shares of Common Stock to be repurchased or redeemed, minus (ii) the Exercise Price then in effect and (b) the number of shares of Common Stock at the time issuable upon the exercise of this Warrant plus the number of all Issued Warrant Shares. Such offer shall be made in writing by the Company to the holder of this Warrant at least twenty (20) days prior to the date such repurchase or redemption specifying the date of such repurchase or redemption and the per share repurchase or redemption price as set forth in the preceding clause (a). The holder of this Warrant shall notify the Company whether or not it elects to accept such offer at least five (5) days prior to the date of such repurchase or redemption specified in such written offer. This Section 5.2 shall terminate upon the earlier of (i) the expiration of the Exercise Period and (ii) the exercise of this Warrant in its entirety.

5.3 Holder’s Registration Rights . Each holder of a Warrant or Warrant Shares shall have the rights to participate in, or to require that the Company effect, registrations of shares of Common Stock, in accordance with the terms of Exhibit 5.3 attached hereto, Registration Rights, which shall be binding upon the Company and each holder, and any successor, assignee or transferee.

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ARTICLE VI

FINANCIAL AND BUSINESS INFORMATION

The Company shall deliver to the holder hereof or of Warrant Shares:

(a) promptly upon their becoming available, one copy of each report, notice or proxy statement sent by the Company to its stockholders generally and of each regular or periodic report or registration statement, prospectus or written communication (other than transmittal letters) filed by the Company with the Commission or any securities exchange on which shares of Common Stock are listed; and

(b) at least thirty (30) days’ prior notice of any Adjustment Transaction.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

OF THE COMPANY

The Company hereby represents and warrants to the Initial Holder and each subsequent holder of this Warrant that as of the Closing Date:

7.1 Organization and Capitalization of the Company . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia. The authorized capital of the Company consists of 20,000,000 shares of Common Stock, par value $0.01 per share. As of the date hereof there are 9,875,440 shares of Common Stock issued and outstanding; 269,759 shares of the Company’s capital stock are held in its treasury; and 2,669,517 unissued shares of Common Stock are reserved for issuance upon the exercise of outstanding Stock Purchase Rights.

7.2 Authority . The Company has full corporate power and authority to execute and deliver this Warrant and to perform all of its obligations hereunder, and the execution, delivery and performance hereof have been duly authorized by all necessary corporate action on its part. This Warrant has been duly executed on behalf of the Company and constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its terms.

7.3 No Legal Bar . Neither the execution, delivery or performance of this Warrant will (a) conflict with or result in a violation of the articles or certificate of incorporation or bylaws of the Company, (b) conflict with or result in a violation of any law, statute, regulation, order or decree applicable to the Company or any Affiliate, (c) require any consent or authorization or filing with, or other act by or in respect of, any governmental authority, or (d) result in a breach of, constitute a default under or constitute an event creating rights of acceleration, termination or cancellation under any mortgage, lease, contract, franchise, instrument or other agreement to which the Company is a party or by which it is bound.

7.4 Validity of Shares . When issued upon the exercise of this Warrant as contemplated herein, shares of Common Stock will have been validly issued and will be fully paid and nonassessable.

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ARTICLE VIII

VARIOUS COVENANTS OF THE COMPANY

8.1 No Impairment or Amendment . The Company shall not by any action including, without limitation, amending its articles or certificate of incorporation or by-laws, any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant or impair the ability of the holder to realize upon the intended economic value hereof, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate to protect the rights of the ho