Shares Common Stock $0.001 Par ValueUnderwriting Agreement • November 30th, 2004 • Kanbay International Inc • Services-computer programming services • New York
SARASWAT - IKanbay International Inc • May 10th, 2004 • Services-computer programming services
WARRANT TO PURCHASE COMMON STOCK OF KANBAY INTERNATIONAL, INC.Kanbay International Inc • March 11th, 2004 • 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...Kanbay International Inc • March 11th, 2004 • Delaware
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
OFFICE LEASEOffice Lease • May 10th, 2004 • Kanbay International Inc • Services-computer programming services • Illinois
LEASE DEEDKanbay International Inc • May 10th, 2004 • Services-computer programming services
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 • June 10th, 2004 • Kanbay International Inc • Services-computer programming services
RECITALSKanbay International Inc • May 10th, 2004 • 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
LEASE DEEDKanbay International Inc • May 10th, 2004 • Services-computer programming services
LEASE DEEDKanbay International Inc • May 10th, 2004 • Services-computer programming services
AGREEMENTAgreement • May 10th, 2004 • Kanbay International Inc • Services-computer programming services
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...Kanbay International Inc • October 27th, 2004 • Services-computer programming services • Illinois
AGREEMENTAgreement • May 10th, 2004 • Kanbay International Inc • Services-computer programming services
Exhibit 10.17 THIRD LOAN MODIFICATION AGREEMENT This Third Loan Modification Agreement (this "Loan Modification Agreement") is entered into as of September 9, 2003, by and between SILICON VALLEY BANK, a California-Chartered bank, with its principal...Third Loan Modification Agreement • June 10th, 2004 • Kanbay International Inc • Services-computer programming services
s/ Authorized Party This Agreement made at Pune this 1st day of November 1998 between Pune Software Park Private Limited, an existing company within the meaning of the Companies Act, 1956, having its registered office at A-1, Technology Park, MIDC,...Kanbay International Inc • May 10th, 2004 • Services-computer programming services
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...Fourth Loan Modification Agreement • June 10th, 2004 • Kanbay International Inc • Services-computer programming services
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.
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...Kanbay International Inc • May 10th, 2004 • 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, 2006Agreement and Plan of Merger • 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 10.5 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
YAMUNAKanbay International Inc • May 10th, 2004 • Services-computer programming services
MSA NO. AGE/2-2004 KANBAY INCORPORATED MASTER SERVICES AGREEMENT (UNITED STATES) This Master Services Agreement ("Agreement") is made as of the 20th day of February, 2004 ("Effective Date"), by and between Kanbay Incorporated, an Illinois corporation...Master Services Agreement • June 10th, 2004 • Kanbay International Inc • Services-computer programming services • Illinois
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...Form of Indemnification Agreement • March 11th, 2004 • Kanbay International Inc • Delaware
AGREEMENTSRegistration Rights Agreement • June 17th, 2004 • Kanbay International Inc • Services-computer programming services • Delaware
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”).
LEASE DEEDKanbay International Inc • May 10th, 2004 • Services-computer programming services
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 AMENDMENTFirst Amendment • 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.
