THIS PURCHASE AGREEMENT (this "Agreement") is made as of March 23, --------- 1999, between ZC Acquisition Corp., a Delaware corporation (the "Company"), GTCR ------- Fund VI, L.P., a Delaware limited partnership ("GTCR Fund VI"), GTCR VI ------------...Purchase Agreement • January 7th, 2000 • Zefer Corp • Delaware
ZEFER CORP.Underwriting Agreement • August 22nd, 2000 • Zefer Corp • Services-business services, nec • New York
EXHIBIT 10.18 ______________________________________________________________________________ LOAN AGREEMENT Dated as of November 24, 1999Loan Agreement • January 7th, 2000 • Zefer Corp • Illinois
ARTICLE I DEFINITIONSAsset Purchase Agreement • February 17th, 2000 • Zefer Corp • Services-business services, nec • Massachusetts
EXHIBIT 10.28 WARRANT AGREEMENT -----------------Warrant Agreement • February 17th, 2000 • Zefer Corp • Services-business services, nec • Illinois
TERMINATION AGREEMENTTermination Agreement • August 10th, 2000 • Zefer Corp • Services-business services, nec
i) Upon the purchase of Stock from time to time by the Investors pursuant to Section 1B(b) of the Purchase Agreement dated March 23, 1999 by and among the Company and the Investors, as amended from time to time (the "Purchase Agreement"), Maker shall...Promissory Note • February 17th, 2000 • Zefer Corp • Services-business services, nec
EXHIBIT 10.20 SECURITY AGREEMENT ------------------Security Agreement • January 7th, 2000 • Zefer Corp • Illinois
ZEFER CORP. COMMON STOCKUnderwriting Agreement • March 14th, 2000 • Zefer Corp • Services-business services, nec • New York
THIS PLEDGE AGREEMENT (this "Agreement") is made as of November 24, --------- 1999, by each of the undersigned pledgors and such other persons who hereinafter become parties to this Agreement pursuant to Section 19 hereof (each, a "Pledgor" and,...Pledge Agreement • January 7th, 2000 • Zefer Corp • Illinois
AND ZEFER CORP. ANDShare Exchange Agreement • January 7th, 2000 • Zefer Corp • Massachusetts
EXECUTION VERSION AMENDED AND RESTATED STOCKHOLDERS AGREEMENT THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "Agreement") is made as of May 26, 2000 by and among (i) ZEFER Corp., a Delaware corporation (the "Company"), (ii) Citizens Financial...Stockholders Agreement • July 7th, 2000 • Zefer Corp • Services-business services, nec • Delaware
EXHIBIT 2.7 STOCK PURCHASE AGREEMENT BY AND AMONGStock Purchase Agreement • January 7th, 2000 • Zefer Corp • Massachusetts
NONNEGOTIABLE ------------- SUBORDINATED PROMISSORY NOTE ----------------------------Note Agreement • January 7th, 2000 • Zefer Corp • Massachusetts
EXHIBIT 10.39 AMENDMENT OF LEASE ------------------ THIS AGREEMENT, made as of the 16 day of July, 1999, by and between EAST STREET ASSOCIATES, a Massachusetts limited partnership (hereinafter referred to as "Landlord") and ZEFER CORP., a Delaware...Lease Amendment • January 7th, 2000 • Zefer Corp
EXHIBIT 10.55 SECOND AMENDMENT TO STOCKHOLDERS AGREEMENT This SECOND AMENDMENT TO STOCKHOLDERS AGREEMENT (this "Amendment") is made this ninth day of February, 2000, by and among ZEFER Corp., a Delaware corporation (the "Company") and GTCR Fund VI,...Stockholders Agreement • March 28th, 2000 • Zefer Corp • Services-business services, nec
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 28th, 2000 • Zefer Corp • Services-business services, nec
THIS STOCKHOLDERS AGREEMENT (this "Agreement") is made as of March 23, --------- 1999 by and among (i) ZC Acquisition Corp., a Delaware corporation (the "Company"), (ii) GTCR Fund VI, L.P., a Delaware limited partnership ("GTCR"), ------- ---- GTCR VI...Stockholders Agreement • February 17th, 2000 • Zefer Corp • Services-business services, nec • Delaware
Exhibit 10.62 AMENDED AND RESTATED REGISTRATION AGREEMENT ------------------------------------------- THIS AMENDED AND RESTATED REGISTRATION AGREEMENT (this "Agreement") is made as of May 26, 2000 by and among (i) ZEFER Corp., a Delaware corporation...Registration Agreement • August 10th, 2000 • Zefer Corp • Services-business services, nec • Delaware
Exhibit 10.48 ------------- RECAPITALIZATION AGREEMENT --------------------------Recapitalization Agreement • August 22nd, 2000 • Zefer Corp • Services-business services, nec • Delaware
THIS FIRST AMENDMENT AND SUPPLEMENT NO. 1 TO PURCHASE AGREEMENT (this "Amendment and Supplement") is made as of April 30, 1999, by and among ZC ------------------------ Acquisition Corp., a Delaware corporation (the "Company") and GTCR Fund VI,...Purchase Agreement • January 7th, 2000 • Zefer Corp • Delaware
Exhibit 10.35 PROFESSIONAL SERVICES AGREEMENT -------------------------------Professional Services Agreement • February 17th, 2000 • Zefer Corp • Services-business services, nec • Delaware
FOR VALUE RECEIVED, ZEFER Corp., a Delaware corporation (the "Company"), hereby grants to GTCR Capital Partners, L.P., a Delaware limited ------- partnership, or its registered assigns (the "Registered Holder") the right to ----------------- purchase...Warrant Agreement • August 10th, 2000 • Zefer Corp • Services-business services, nec • Illinois
The Company and Employee are parties to a certain Share Exchange Agreement (the "Share Exchange Agreement") pursuant to which the Employee will ------------------------ be issued certain shares of the Company's Common Stock, par value $.01 per share...Employment Agreement • January 7th, 2000 • Zefer Corp • Delaware
FOR VALUE RECEIVED, ZEFER Corp., a Delaware corporation (the "Company"), hereby grants to GTCR Capital Partners, L.P., a Delaware limited ------- partnership, or its registered assigns (the "Registered Holder") the right to ----------------- purchase...Warrant Agreement • March 14th, 2000 • Zefer Corp • Services-business services, nec • Illinois
EXHIBIT 10.54 FIRST AMENDMENT TO SENIOR MANAGEMENT AGREEMENT ----------------------------------------------Senior Management Agreement • March 14th, 2000 • Zefer Corp • Services-business services, nec
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • August 10th, 2000 • Zefer Corp • Services-business services, nec
EXHIBIT 10.56 FIRST AMENDMENT TO STOCK RESTRICTION AGREEMENT ----------------------------------------------Stock Restriction Agreement • March 28th, 2000 • Zefer Corp • Services-business services, nec
LOAN AND SECURITY AGREEMENT ZEFER CORPLoan and Security Agreement • February 17th, 2000 • Zefer Corp • Services-business services, nec • California
EXHIBIT 10.72 THIS WARRANT AND ANY SHARES OF STOCK OBTAINABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE'S SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE...Warrant Agreement • August 22nd, 2000 • Zefer Corp • Services-business services, nec • Illinois
UNSECURED --------- NOTE $20,000,000.00 July 16, 1999Unsecured Note • January 7th, 2000 • Zefer Corp
This Note evidences borrowings by the Company under that certain Procedures Letter dated as of the even date herewith between the Company and the Bank and this Note and the holder hereof are entitled to all the benefits provided for under the Procedures Letter, to which reference is hereby made for a statement thereof. The Company hereby waives presentment and notice of dishonor. The Company agrees to pay to the holder hereof all expenses incurred or paid by such holder, including attorney's fees and court costs, in connection with the collection of this Note. It is agreed that this Note and the rights and remedies of the holder hereof shall be construed in accordance with and governed by the laws of Illinois.
LEASELease • January 7th, 2000 • Zefer Corp
ZEFER CORP. CLASS B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTClass B Convertible Preferred Stock Purchase Agreement • July 7th, 2000 • Zefer Corp • Services-business services, nec • Massachusetts
EXHIBIT 10.45 NON-QUALIFIED OPTION AND SHAREHOLDERS AGREEMENT This Non- Qualified Option and Shareholders Agreement (the "Agreement") is made as of the fifteenth day of December, 1999 (the "Grant Date") between ZEFER Corp. ("ZEFER" or the "Company")...Non-Qualified Option and Shareholders Agreement • March 14th, 2000 • Zefer Corp • Services-business services, nec • Massachusetts
EXHIBIT 10.64 FORM OF SUPPLEMENT TO PURCHASE AGREEMENT ---------------------------------------- THIS SUPPLEMENT TO PURCHASE AGREEMENT (this "Supplement") is made as of [DATE], by and among ZEFER Corp., a Delaware corporation (the "Company") and GTCR...Supplement to Purchase Agreement • August 10th, 2000 • Zefer Corp • Services-business services, nec • Delaware
