Exhibit 10.11 CONSULTING AGREEMENT This Agreement ("Agreement") effective as of this 28th day of July, 2000, by and between MORGAN STANLEY & CO. INCORPORATED, a Delaware corporation ("COMPANY") with its principal place of business at 1585 Broadway,...Consulting Agreement • June 10th, 2004 • Kanbay International Inc • Services-computer programming services • New York
Shares Common Stock $0.001 Par ValueUnderwriting Agreement • November 30th, 2004 • Kanbay International Inc • Services-computer programming services • New York
WARRANT TO PURCHASE COMMON STOCK OF KANBAY INTERNATIONAL, INC.Warrant Agreement • March 11th, 2004 • Kanbay International Inc • Illinois
LOAN AND SECURITY AGREEMENT BY AND AMONG SILICON VALLEY BANK AND KANBAY LLC, KANBAY INCORPORATED, KANBAY EUROPE LTD., KANBAY AUSTRALIA PTY. LTD., MEGATEC PTY. LTD., KANBAY HK LTD.Loan and Security Agreement • June 10th, 2004 • Kanbay International Inc • Services-computer programming services • Illinois
OFFICE LEASEOffice Lease • May 10th, 2004 • Kanbay International Inc • Services-computer programming services • Illinois
Exhibit 10.17(a) FOURTH LOAN MODIFICATION AGREEMENT This Fourth Loan Modification Agreement (this "Loan Modification Agreement') is entered into as of April 29, 2004, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal...Loan Modification Agreement • June 10th, 2004 • Kanbay International Inc • Services-computer programming services
Exhibit 10.10 HOUSEHOLD INTERNATIONAL, INC. CONSULTING AGREEMENT This CONSULTING AGREEMENT (herein "Agreement") is made this 14TH day of NOVEMBER, 1994, by and between Household International, Inc. on behalf of itself, its divisions and subsidiaries...Consulting Agreement • March 11th, 2004 • Kanbay International Inc • Illinois
RECITALSWarrant Agreement • May 10th, 2004 • Kanbay International Inc • Services-computer programming services • Illinois
Exhibit 10.10 HOUSEHOLD INTERNATIONAL, INC. CONSULTING AGREEMENT This CONSULTING AGREEMENT (herein "Agreement") is made this 14TH day of NOVEMBER, 1994, by and between Household International, Inc. on behalf of itself, its divisions and subsidiaries...Consulting Agreement • June 10th, 2004 • Kanbay International Inc • Services-computer programming services • Illinois
Exhibit 4.4 THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT OR IN A...Warrant Agreement • March 11th, 2004 • Kanbay International Inc • Delaware
CREDIT AGREEMENT dated as of March 9, 2006 among KANBAY INTERNATIONAL, INC., VARIOUS FINANCIAL INSTITUTIONS and LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent LASALLE BANK NATIONAL ASSOCIATION, Sole Arranger and Sole Book RunnerCredit Agreement • March 15th, 2006 • Kanbay International Inc • Services-computer programming services • Illinois
THIS CREDIT AGREEMENT dated as of March 9, 2006 (this “Agreement”) is entered into among KANBAY INTERNATIONAL, INC., a Delaware corporation (the “Company”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and LASALLE BANK NATIONAL ASSOCIATION (in its individual capacity, “LaSalle”), as administrative agent for the Lenders.
LEASE DEEDLease Deed • May 10th, 2004 • Kanbay International Inc • Services-computer programming services
AGREEMENT AND PLAN OF MERGER BY AND AMONG CAP GEMINI SA, CAPGEMINI FINANCIAL SERVICES, INC. AND KANBAY INTERNATIONAL, INC. Dated as of October 26, 2006Merger Agreement • October 26th, 2006 • Kanbay International Inc • Services-computer programming services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 26, 2006, by and among Cap Gemini SA, a société anonyme organized under the laws of France (“Parent”), Capgemini Financial Services, Inc., a Delaware corporation and wholly owned (direct or indirect) subsidiary of Parent (“Merger Sub”), and Kanbay International, Inc., a Delaware corporation (the “Company”).
KANBAY INTERNATIONAL, INC. SEVERANCE AGREEMENTSeverance Agreement • October 2nd, 2006 • Kanbay International Inc • Services-computer programming services • Illinois
THIS SEVERANCE AGREEMENT (this “Agreement”) is made and entered into by and among Kanbay International, Inc., a Delaware corporation (the “Company”), Kanbay Incorporated, an Illinois corporation (“Kanbay”) and Robert A. Williams (“Executive”) as of September 26, 2006 (the “Effective Date”).
Exhibit 10.23 [GRAPHIC] Authorized Party /s/ Authorized Party This Agreement made at Pune this 16th day of August 1998 between Pune Software Park Private Limited, an existing company within the meaning of the Companies Act, 1956, having its registered...Technology Contracts • May 10th, 2004 • Kanbay International Inc • Services-computer programming services
Exhibit 10.5 KANBAY INTERNATIONAL, INC. SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT (this "Agreement") is made and entered into by and among Kanbay International, Inc., a Delaware corporation (the "Company"), Kanbay Incorporated, an Illinois...Severance Agreement • July 2nd, 2004 • Kanbay International Inc • Services-computer programming services • Illinois
Exhibit 10.25 [GRAPHIC] Authorized Party /s/ Authorized Party This Agreement made at Pune this 1st day of September 1998 between Pune Software Park Private Limited, an existing company within the meaning of the Companies Act, 1956, having its...Technology Park Agreement • May 10th, 2004 • Kanbay International Inc • Services-computer programming services
AGREEMENTLeave and License Agreement • May 10th, 2004 • Kanbay International Inc • Services-computer programming services
LOAN AND SECURITY AGREEMENT BY AND AMONG SILICON VALLEY BANK AND KANBAY LLC, KANBAY INCORPORATED, KANBAY EUROPE LTD., KANBAY AUSTRALIA PTY. LTD., MEGATEC PTY. LTD., KANBAY HK LTD.Loan and Security Agreement • March 11th, 2004 • Kanbay International Inc • Illinois
EXHIBIT 4.6 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION...Warrant Agreement • October 27th, 2004 • Kanbay International Inc • Services-computer programming services • Illinois
KANBAY INTERNATIONAL, INC. 6400 SHAFER COURT SUITE 100 ROSEMONT, IL 60018Loan and Security Agreement • June 10th, 2004 • Kanbay International Inc • Services-computer programming services
ARTICLE 1 EXERCISEWarrant Agreement • March 11th, 2004 • Kanbay International Inc • Illinois
MERGER AGREEMENTMerger Agreement • February 14th, 2006 • Kanbay International Inc • Services-computer programming services • Delaware
This MERGER AGREEMENT (this “Agreement”) is made and entered into as of the 13th day of February, 2006, by and among (i) Kanbay International, Inc., a Delaware corporation (“Parent”), (ii) Kanbay Consulting, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), (iii) Adjoined Consulting, Inc., a Delaware corporation (“Adjoined”), and (iv) each of the stockholders of Adjoined listed on the signature pages hereto (each individually an “Owner” and collectively the “Owners”).
Exhibit 10.14 LOAN MODIFICATION AGREEMENT THIS LOAN MODIFICATION AGREEMENT (this "Agreement") is entered into as of the 30th day of March, 2001, by and among SILICON VALLEY BANK ("Bank"), a California-chartered bank ("Bank"), with its principal place...Loan Modification Agreement • March 11th, 2004 • Kanbay International Inc
GUARANTY AND COLLATERAL AGREEMENT dated as of March 9, 2006 among KANBAY INTERNATIONAL, INC. and VARIOUS OTHER PARTIES,Guaranty and Collateral Agreement • March 15th, 2006 • Kanbay International Inc • Services-computer programming services
THIS GUARANTY AND COLLATERAL AGREEMENT dated as of March 9, 2006 (this “Agreement”) is entered into among KANBAY INTERNATIONAL, INC. (the “Company”) and each other Person signatory hereto as a Grantor (together with any other Person that becomes a party hereto as provided herein, the “Grantors”) in favor of LASALLE BANK NATIONAL ASSOCIATION, as the Administrative Agent for all the Lenders party to the Credit Agreement (as hereafter defined).
AMENDMENT No. 1 TO AGREEMENT and PLAN OF MERGERAgreement and Plan of Merger • July 11th, 2006 • Kanbay International Inc • Services-computer programming services
This AMENDMENT No. 1 dated as of May 26 , 2006 (“Amendment”) is by and among: (i) Adjoined Consulting LLC, a Delaware limited liability company (successor by merger to Adjoined Consulting, Inc.) (the “Parent”); (ii) Gazelle Acquisition Inc., a Delaware corporation (“Merger Sub”); (iii) GZC Group, LLC, a Georgia limited liability company (“GZC LLC”); (iv) Joe Moye, Steve Bowles, The Lanier Corporation, Robb Jenkins, Jacque Jenkins, Cheri Bowles, Sam Boyd, Charlie Simpson, Brookside Management, L.W. Cummings, David Burre, and Frontier Fund I, L.P. (each, a “Member” and, collectively, the “Members”); and (v) with respect to Sections 1.02(a)b., 1.02(b) and 2 only, Kanbay International, Inc. (“Kanbay”), to the Agreement and Plan of Merger (the “Agreement”) effective as of September 1, 2005, by and among Adjoined Consulting, Inc., Merger Sub, Gazelle Consulting, Inc., a Georgia corporation (“Company”), GZC LLC and the Members.
FIRST AMENDMENTCredit Agreement • May 3rd, 2006 • Kanbay International Inc • Services-computer programming services
THIS FIRST AMENDMENT dated as of April 27, 2006 (this “Amendment”) amends the Credit Agreement dated as of March 9, 2006 (the “Credit Agreement”) among Kanbay International, Inc. (the “Company”), various financial institutions (collectively, the “Lenders”) and LaSalle Bank National Association (“LaSalle”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein.
Escrow AgreementEscrow Agreement • March 15th, 2006 • Kanbay International Inc • Services-computer programming services • New York
This Escrow Agreement (the “Agreement”) is entered into as of March 9, 2006, by and among Kanbay International, Inc., a Delaware corporation (the “Parent”), American Stock Transfer & Trust Company (the “Escrow Agent”), and Matthew Newton (the “Owners’ Representative”).
KANBAY INTERNATIONAL, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 16th, 2006 • Kanbay International Inc • Services-computer programming services • Illinois
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”), effective as of the Date of Grant set forth above, is entered into by and between Kanbay International, Inc., a Delaware corporation (the “Company”) and the Participant set forth above.
KANBAY INTERNATIONAL, INC. REGISTRATION RIGHTS AGREEMENT AND CONSENTRegistration Rights Agreement • March 15th, 2006 • Kanbay International Inc • Services-computer programming services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT AND CONSENT (this “Agreement”), dated as of March 9, 2006 is between Kanbay International, Inc., a Delaware corporation (the “Company”), and the investors listed in Annex I hereto (the “Investors”).
Exhibit 10.11 CONSULTING AGREEMENT This Agreement ("Agreement") effective as of this 28th day of July, 2000, by and between MORGAN STANLEY & CO. INCORPORATED, a Delaware corporation ("COMPANY") with its principal place of business at 1585 Broadway,...Consulting Agreement • March 11th, 2004 • Kanbay International Inc • New York
Exhibit 10.9 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of this _____ day of ___________, 200_ by and between Kanbay International, Inc., a Delaware corporation (the "Company"), and the undersigned...Indemnification Agreement • March 11th, 2004 • Kanbay International Inc • Delaware
HSBC HOLDINGS plc AND KANBAY EUROPE LTD. APRIL 2005 CONSULTANCY SERVICES GLOBAL SUPPLY AGREEMENTConsultancy Services Global Supply Agreement • September 22nd, 2006 • Kanbay International Inc • Services-computer programming services • England and Wales
HSBC Holdings plc whose registered office is 8 Canada Square, London, E14 5HQ (Registered Number 617987) which shall hereinafter be referred to as “HSBC”; and:
FIRST AMENDMENT TO MERGER AGREEMENTMerger Agreement • March 15th, 2006 • Kanbay International Inc • Services-computer programming services
This First Amendment to Merger Agreement (this “Amendment”) is made and entered into as of the 9th day of March 2006, by and among (i) Kanbay International, Inc., a Delaware corporation (“Parent”), (ii) Kanbay Consulting, LLC, a Delaware limited liability company (“Kanbay Consulting”), (iii) Adjoined Consulting, Inc., a Delaware corporation (“Adjoined”), and (iv) the Owners’ Representative.
RATE SCHEDULERate Schedule • November 9th, 2006 • Kanbay International Inc • Services-computer programming services • England and Wales
This Rate Schedule establishes the rates applicable to the Services to be delivered by Consultant and/or Consultant Affiliates to HSBC and/or HSBC Group Members during the Term hereof.
