WEDBUSH MORGAN SECURITIES, INC. THE KEITH COMPANIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 1st, 1999 • Keith Companies Inc • Services-engineering services • California
AMONGAsset Purchase Agreement • April 28th, 1999 • Keith Companies Inc • California
EXHIBIT 4.3 THE KEITH COMPANIES, INC. INCENTIVE STOCK OPTION AGREEMENT This Incentive Stock Option Agreement (the "Agreement") is entered into as of "Date," by and between The Keith Companies, Inc., a California corporation (the "Company") and...Incentive Stock Option Agreement • May 21st, 2001 • Keith Companies Inc • Services-engineering services • California
EXHIBIT 10.2 INDEMNIFICATION AGREEMENT -------------------------Indemnification Agreement • April 28th, 1999 • Keith Companies Inc • California
RECITALS -------- A. Maker and Holder have entered into that certain Promissory Note dated as of August 1, 1996 (the "Note") whereby Maker promised to pay Holder the principal sum of Two Hundred Seventy-Three Thousand Eight Hundred Ninety-Two and...Promissory Note • April 28th, 1999 • Keith Companies Inc
RECITALS:Separation Agreement • August 12th, 2005 • Keith Companies Inc • Services-engineering services
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "Agreement") dated as of October 13, 2000, by and among THE KEITH COMPANIES, INC., a California corporation ("Buyer"), CROSBY, MEAD, BENTON & ASSOCIATES, a California corporation...Stock Purchase Agreement • April 2nd, 2001 • Keith Companies Inc • Services-engineering services • California
EXHIBIT 4.2 THE KEITH COMPANIES, INC. NONQUALIFIED STOCK OPTION AGREEMENT This Nonqualified Stock Option Agreement (the "Agreement") is entered into as of "Date," by and between The Keith Companies, Inc., a California corporation (the "Company") and...Nonqualified Stock Option Agreement • May 21st, 2001 • Keith Companies Inc • Services-engineering services • California
AGREEMENT FOR THE ACQUISITION OF ALL OUTSTANDING STOCK OF ESI, ENGINEERING SERVICES, INC BY THE KEITH COMPANIES, INC This Agreement (the "Agreement") is entered into as of the 22nd day of September, 1997 between The Keith Companies, Inc., a...Acquisition Agreement • April 28th, 1999 • Keith Companies Inc • California
EXHIBIT 2.3 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "Agreement") dated as of July 10, 1998, by and among THE KEITH COMPANIES, LTD., a California corporation ("Buyer"), JOHN M. TETTEMER & ASSOCIATES, INC., a California corporation...Stock Purchase Agreement • April 28th, 1999 • Keith Companies Inc • California
EXECUTION COPY STOCKHOLDERS SUPPORT AGREEMENT STOCKHOLDERS AGREEMENT, dated as of April 14, 2005 (this "AGREEMENT"), among Stantec Inc., a Canadian corporation ("PARENT"), Stantec Consulting California Inc., a California corporation and a wholly owned...Stockholders Agreement • April 18th, 2005 • Keith Companies Inc • Services-engineering services
EXHIBIT 10.11 LEASE BETWEEN Keith Engineering, Inc. ----------------------- TENANT AND Scripps Center Associates ------------------------- LANDLORD FOR SPACE AT Scripps Center -------------- 2995 Red Hill Avenue -------------------- Costa Mesa, CA...Lease Agreement • April 28th, 1999 • Keith Companies Inc
SUBLEASESublease • November 15th, 1999 • Keith Companies Inc • Services-engineering services
EXHIBIT 9.1 AMENDMENT NO. 3 TO THE PARTNERSHIP AGREEMENT The undersigned hereby acknowledge and agree that effective as of the 31st day of December, 1999, that certain Partnership Agreement (the "Partnership Agreement") of the Keith-Reid Partnership...Partnership Agreement • March 29th, 2000 • Keith Companies Inc • Services-engineering services
This Amendment No. 3 to the Partnership Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which when taken together shall constitute one and the same agreement.
ARTICLE II ---------- REPRESENTATIONS AND WARRANTIES ------------------------------Credit Agreement • November 15th, 1999 • Keith Companies Inc • Services-engineering services • California
EXHIBIT 10.29 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 1st day of October, 1997, between ESI, ENGINEERING SERVICES, INC. ( a wholly owned subsidiary of The KEITH COMPANIES, Inc. a...Employment Agreement • April 28th, 1999 • Keith Companies Inc • California
AMONGAsset Purchase Agreement • February 15th, 2001 • Keith Companies Inc • Services-engineering services • California
SECURITY AGREEMENT ------------------Security Agreement • April 28th, 1999 • Keith Companies Inc • California
Waiver ------ The undersigned hereby waives the right of first refusal granted to Cruttenden Roth pursuant to the provisions of Section 9 of that certain Agreement for Advisory Services dated April 10, 1997 by and among Walter W. Cruttenden, III, The...Waiver • April 28th, 1999 • Keith Companies Inc
The undersigned hereby waives the right of first refusal granted to Cruttenden Roth pursuant to the provisions of Section 9 of that certain Agreement for Advisory Services dated April 10, 1997 by and among Walter W. Cruttenden, III, The Keith Companies, Inc., Keith International, Inc. and Keith Engineering, Inc.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 9th, 1999 • Keith Companies Inc • Services-engineering services • California
among STANTEC INC.,Agreement and Plan of Merger and Reorganization • April 18th, 2005 • Keith Companies Inc • Services-engineering services • New York
THE KEITH COMPANIES, INC. AMENDED AND RESTATED 1994 STOCK INCENTIVE PLANStock Purchase Agreement • February 14th, 2005 • Keith Companies Inc • Services-engineering services • California
STOCK PURCHASE AGREEMENT STOCK PURCHASE RIGHT ISSUED (#) ____ STOCK PURCHASE CERTIFICATE THIS IS TO CERTIFY that The Keith Companies, Inc., a California corporation (the "COMPANY"), has offered you (the "PURCHASER") the right to purchase Common Stock...Stock Purchase Agreement • February 14th, 2005 • Keith Companies Inc • Services-engineering services • California
EXHIBIT 10.7 Fourth Amendment to Security and Loan Agreement (Accounts Receivable) This Fourth Amendment ("Amendment") amends that certain Security and Loan Agreement (Accounts Receivable) ("Security and Loan Agreement") with the attached Addendum...Security and Loan Agreement • April 28th, 1999 • Keith Companies Inc
EXHIBIT 10.3 SECURITY AND LOAN AGREEMENT (ACCOUNTS RECEIVABLE) This Agreement is entered into between THE KEITH COMPANIES, INC. AND KEITH ENGINEERING, INC. doing business as California corporations (herein called "Borrower") and IMPERIAL BANK (herein...Loan Agreement • April 28th, 1999 • Keith Companies Inc
AGREEMENT ---------Consent to Sublease Agreement • November 15th, 1999 • Keith Companies Inc • Services-engineering services • California
EXHIBIT 9.1 PARTNERSHIP AGREEMENT KEITH-REID PARTNERSHIP This Partnership Agreement ("Agreement") is made and entered into and is effective as of January 1, 1988, by and between ARAM H. KEITH, ("Keith") and FLOYD S. REID ("Reid"), who together may be...Partnership Agreement • July 12th, 1999 • Keith Companies Inc • Services-engineering services • California
RECITALSCredit Agreement • August 14th, 2001 • Keith Companies Inc • Services-engineering services
RECITALSCredit Agreement • May 26th, 2005 • Keith Companies Inc • Services-engineering services
EXHIBIT 10.12 LEASELease • April 28th, 1999 • Keith Companies Inc • California
EXHIBIT 10.38 ADDENDUM TO THAT CERTAIN CERTAIN LEASE DATED JULY 29, 1999 BY AND BETWEEN ASP SCRIPPS, L.L.C. ("LESSOR") AND THE KEITH COMPANIES, INC. ("LESSEE") Any language contained within this Addendum shall supersede any conflicting language within...Lease Addendum • November 15th, 1999 • Keith Companies Inc • Services-engineering services
RECITALSPromissory Note • April 28th, 1999 • Keith Companies Inc
AGREEMENT OF ------------ NON-DISTURBANCE AND ATTORNMENT ------------------------------Non-Disturbance and Attornment Agreement • November 15th, 1999 • Keith Companies Inc • Services-engineering services
RECITALSCredit Agreement • April 2nd, 2001 • Keith Companies Inc • Services-engineering services
ARTICLE II REPRESENTATIONS AND WARRANTIESCredit Agreement • November 13th, 2001 • Keith Companies Inc • Services-engineering services • California
