SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT BORROWER: ZAMBA CORPORATION ADDRESS: 3033 EXCELSIOR BOULEVARD, SUITE 200 MINNEAPOLIS, MINNESOTA 55416 DATE: FEBRUARY 27, 2001 THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between...Loan and Security Agreement • March 16th, 2001 • Zamba Corp • Computer communications equipment • California
ZCA CORP. CAMWORKS, INC. THE SHAREHOLDERSAgreement and Plan of Reorganization • January 12th, 2000 • Zamba Corp • Computer communications equipment • Minnesota
RECITALSRegistration Rights Agreement • March 16th, 2001 • Zamba Corp • Computer communications equipment • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE...Zamba Corp • March 16th, 2001 • Computer communications equipment • California
Exhibit 2 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • October 7th, 1998 • Zamba Corp • Computer communications equipment • California
RECITALS The Company and the Investors have entered into a Series B Preferred Stock Purchase Agreement (the "SERIES B PURCHASE AGREEMENT") of even date herewith pursuant to which the Company desires to sell to the Investors and the Investors desire to...Voting Agreement • October 7th, 1998 • Zamba Corp • Computer communications equipment • Delaware
1 NEW ENGLAND EXECUTIVE PARK BUILDING FIFTEEN BURLINGTON, MASSACHUSETTS OFFICE LEASE AGREEMENTOffice Lease Agreement • August 14th, 2000 • Zamba Corp • Computer communications equipment
Exhibit 3 ADDENDUM TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONThe Agreement and Plan of Merger • October 7th, 1998 • Zamba Corp • Computer communications equipment
ARTICLE I EMPLOYMENT BY THE COMPANYEmployment and Severance Agreement • August 16th, 1999 • Zamba Corp • Computer communications equipment • Minnesota
NEXTNET, INC.First Refusal Agreement • October 7th, 1998 • Zamba Corp • Computer communications equipment • Delaware
EXHIBIT 6 NEXTNET, INC.Preferred Stock Purchase Agreement • October 7th, 1998 • Zamba Corp • Computer communications equipment • Delaware
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 15th, 2002 • Zamba Corp • Services-computer programming, data processing, etc.
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of the 13th day of August, 2002, by and between Zamba Corporation, a Delaware corporation (the “Company”), and Herbert P. Koch (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2004 • Zamba Corp • Services-computer programming, data processing, etc. • Minnesota
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of May 14, 2004, by and among Zamba Corporation, a Delaware corporation (the “Company”), and Pandora Select Partners L.P., a British Virgin Islands limited partnership (the “Investor”).
Agreement and Plan of Merger among Technology Solutions Company,Agreement and Plan of Merger • August 9th, 2004 • Zamba Corp • Services-computer programming, data processing, etc. • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 6, 2004 (this “Agreement”), among Technology Solutions Company, a Delaware corporation (“Parent”), Z Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Sub”), and Zamba Corporation, a Delaware corporation (the “Company”) (Sub and the Company being hereinafter collectively referred to as the “Constituent Corporations”).
ARTICLE I EMPLOYMENT BY THE COMPANYEmployment and Severance Agreement • March 16th, 2001 • Zamba Corp • Computer communications equipment • Minnesota
RACOTEK, INC. AND NORWEST BANK MINNESOTA, N.A. RIGHTS AGENT RIGHTS AGREEMENT DATED AS OF SEPTEMBER 12, 1994Rights Agreement • August 14th, 2002 • Zamba Corp • Services-computer programming, data processing, etc. • Delaware
Agreement, dated as of September 12, 1994, between Racotek, Inc., a Delaware corporation (the “Company”), and Norwest Bank Minnesota, N.A. (the “Rights Agent”).
Silicon Valley Bank Santa Clara, CA 95054 ACCOUNTS RECEIVABLE PURCHASE AGREEMENTAccounts Receivable Purchase Agreement • August 14th, 2002 • Zamba Corp • Services-computer programming, data processing, etc. • California
This Accounts Receivable Purchase Agreement (the “Agreement”) is made on this 29th day of July, 2002, by and between Silicon Valley Bank (“Buyer”) having a place of business at the address specified above and Zarnba Corporation, a Delaware corporation (“Seller”), having its principal place of business and chief executive office at 3033 Excelsior Boulevard, Suite 200, Minneapolis, Minnesota 55416 and with a FAX number of
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 31st, 2003 • Zamba Corp • Services-computer programming, data processing, etc.
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of the 14 day of Feb, 2003, by and between Zamba Corporation, a Delaware corporation (the “Company”), and Joel Schwieters (the “Purchaser”).
CHANGE IN CONTROL EMPLOYMENT AND SEVERANCE AGREEMENTChange in Control Employment and Severance Agreement • March 31st, 2003 • Zamba Corp • Services-computer programming, data processing, etc. • Minnesota
This Change in Control Employment and Severance Agreement (the “AGREEMENT”) is entered into this 26th day of November, 2002, between Norman D. Smith (“Executive”) and Zamba Corporation, a Delaware corporation (the “COMPANY”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events following a Change in Control (as hereinafter defined).
ARTICLE IEmployment and Severance Agreement • March 19th, 1998 • Racotek Inc • Computer communications equipment • Minnesota
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 1st, 2002 • Zamba Corp • Services-computer programming, data processing, etc.
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of the 25th day of March, 2002, by and between Zamba Corporation, a Delaware corporation (the “Company”), and Joseph B. Costello (the “Purchaser”).
ContractZamba Corp • April 1st, 2002 • Services-computer programming, data processing, etc. • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDMENT NO. 3 TO RIGHTS AGREEMENTRights Agreement • August 18th, 2004 • Zamba Corp • Services-computer programming, data processing, etc.
Amendment No. 3, dated as of August 6, 2004 (the "Amendment"), to the Rights Agreement, dated as of September 12, 1994 (the "Rights Agreement"), by and between Zamba Corporation (formerly known as Racotek, Inc.), a Delaware corporation (the "Company"), and Wells Fargo Bank, N.A. (formerly known as Norwest Bank Minnesota, N.A. and as Wells Fargo Bank Minnesota, N.A.), as Rights Agent (the "Rights Agent").
EXHIBIT 5 NEXTNET, INC.Preferred Stock Purchase Agreement • October 7th, 1998 • Zamba Corp • Computer communications equipment • Delaware
Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 10.25 LEASE THIS LEASE is made on the 4th day of January, 2000, by and between WTA Campbell Technology Park LLC, a...Lease • March 8th, 2000 • Zamba Corp • Computer communications equipment
ContractZamba Corp • March 14th, 2002 • Services-computer programming, data processing, etc. • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
EXHIBIT 7 NEXTNET, INC.Rights Agreement • October 7th, 1998 • Zamba Corp • Computer communications equipment • Delaware
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 2nd, 2001 • Zamba Corp • Services-computer programming, data processing, etc.
satisfaction for the purpose of obtaining information regarding the Company's business, financial condition and prospects.
STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • March 14th, 2002 • Zamba Corp • Services-computer programming, data processing, etc. • California
This Business Alliance Agreement (“Agreement”) is made and entered into effective this 22nd day of February, 2002 by and among ZAMBA Corporation, a Delaware Corporation, having its principal office at 3033 Excelsior Blvd, Suite 200, Minneapolis, Minnesota 55416, U.S.A. (hereinafter referred to as “ZAMBA”); HCL Technologies America Inc., a California Corporation, having its principal office at 330 Potrero Avenue, Sunnyvale, California 94085, U.S.A (hereinafter referred to as “HCL”); and HCL Technologies Limited, India (hereinafter referred to as “HCL India”) having its principal place of business at A-10&11, Sector 3, Noida 201 301, U.P. India.
EXHIBIT 10.38 Severance and Release Agreement This is a Severance and Release Agreement ("Agreement") between Zamba Corporation ("Zamba") and Peter Marton ("Employee") providing for Employee's friendly separation as an employee of Zamba. WHEREAS,...Severance and Release Agreement • March 16th, 2001 • Zamba Corp • Computer communications equipment • Minnesota
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • August 13th, 2003 • Zamba Corp • Services-computer programming, data processing, etc. • Minnesota
This Settlement Agreement and Release (“Agreement”) is entered into as of June 6, 2003, by ZAMBA Corporation d/b/a Zamba Solutions (“Zamba”) and Doug Holden (“Holden”).
EXHIBIT 10.39 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT DATED SEPTEMBER __, 1998, BETWEEN ZAMBA CORPORATION (F/K/A RACOTEK, INC.), AND TODD FITZWATEREmployment Agreement • March 16th, 2001 • Zamba Corp • Computer communications equipment
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • August 14th, 2002 • Zamba Corp • Services-computer programming, data processing, etc.
Amendment No. 1, dated as of January 29, 2002 (the “Amendment”), to the Rights Agreement, dated as of September 12, 1994 (the “Rights Agreement”), by and among Zamba Corporation (formerly known as Racotek, Inc.), a Delaware corporation (the “Company”) and Wells Fargo Bank Minnesota, N.A. (formerly known as Norwest Bank Minnesota, N.A.), as Rights Agent (the “Rights Agent”).
Amendment to Loan DocumentsZamba Corp • April 1st, 2002 • Services-computer programming, data processing, etc.
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between SILICON VALLEY BANK, COMMERCIAL FINANCE DIVISION (“Silicon”), whose address is 3003 Tasman Drive, Santa Clara, California 95054, and the borrower(s) named above (individually and collectively, jointly and severally, the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”).
ZAMBA CORPORATIONPreferred Stock Purchase Agreement • March 30th, 1999 • Zamba Corp • Computer communications equipment • California
