Exhibit 4.3
RECAPITALIZATION AGREEMENT
This Recapitalization Agreement (together with the Exhibits hereto, the
"AGREEMENT") is made as of the date of last signature hereto by and among Kanbay
International, Inc., a Delaware corporation (the "COMPANY"), MSIT Holdings,
Inc., a Delaware corporation ("MSIT"), Household Investment Funding, Inc., a
Delaware corporation ("HOUSEHOLD", and together with MSIT, the "INVESTORS"), and
those other stockholders (the "STOCKHOLDERS") and warrantholders
("WARRANTHOLDERS") of the Company executing this Agreement, which Investors,
Stockholders or Warrantholders are parties to certain agreements, or are holders
of stock of the Company, sufficient to take the actions set forth herein. All
terms used but not defined in the body of this Agreement are defined in EXHIBIT
A hereto.
WHEREAS, the Company presently is preparing for an underwritten initial
public offering of its Common Stock (as hereinafter defined), registered on a
Form S-1 Registration Statement (File No. 333-113495) (together with all
amendments and supplements thereto, the "REGISTRATION STATEMENT") under the
Securities Act of 1933, as amended (the "INITIAL PUBLIC OFFERING");
WHEREAS, the Company currently has authorized: (i) 25,000,000 shares of
Class A Common Stock, par value $0.001 per share (the "CLASS A COMMON"); (ii)
5,000,000 shares of Class B Common Stock, par value $0.001 per share, none of
which are currently outstanding; (iii) 402,857 shares of Series A-1 Convertible
Preferred Stock, par value $0.001 per share (the "SERIES A-1 PREFERRED"), and
(iv) 3,298,333 shares of Series A-2 Convertible Preferred Stock, par value
$0.001 per share (the "SERIES A-2 PREFERRED" and, together with the Series A-1
Preferred, the "PREFERRED STOCK"), each with the terms set forth in the Current
Certificate;
WHEREAS, in anticipation of the Initial Public Offering, the holders of
Preferred Stock desire to consent to the automatic conversion of all outstanding
shares of Preferred Stock to Class A Common pursuant to the Current Certificate
(the "CONVERSION"), to be effective on a date to be chosen by the Company's
officers (the "RESTATEMENT DATE") which date shall be before the date upon which
the Company, in the judgment of its officers, anticipates that the Registration
Statement shall be declared effective by the Securities and Exchange Commission.
WHEREAS, after the Conversion, the Company proposes to reclassify (the
"RECAPITALIZATION") all of its outstanding shares of Class A Common to a
newly-reclassified and redesignated class of common stock, par value $.001 per
share (the "COMMON STOCK"), with such terms as are provided under the General
Corporation Law of the State of Delaware (the "DGCL"), and to provide, among
other things, that all of its outstanding warrants become exercisable for Common
Stock;
WHEREAS, the Company proposes to effect the Recapitalization by obtaining
the consent of the Board of Directors, Investors and Stockholders to the
amendment of the Current Certificate pursuant to Amendment No. 2 to the Current
Certificate substantially in the form attached as EXHIBIT B hereto (the
"RECAPITALIZATION AMENDMENT"), and by filing the Recapitalization Amendment with
the Secretary of State of Delaware, to be effective on the Restatement Date;
WHEREAS, the Company proposes further subsequently to file a Second Amended
and Restated Certificate of Incorporation, substantially in the form attached as
EXHIBIT C hereto (the "AMENDED AND RESTATED CERTIFICATE"), that amends and
restates the Company's Current Certificate (as amended by the Recapitalization
Amendment), also to be effective on the Restatement Date;
WHEREAS, the Company also proposes to consummate a stock split of the
Common Stock to occur immediately after the Conversion, and the filing of the
Recapitalization Amendment and the Amended and Restated Certificate;
KANBAY INTERNATIONAL, INC. -1- RECAPITALIZATION AGREEMENT
WHEREAS, the Company also proposes subsequently to amend and then further
amend and restate its Current By-laws, to terminate the Stockholders' Agreement,
and to amend and restate the Current Registration Rights Agreement, in
preparation for the Initial Public Offering;
WHEREAS, the signatories hereto are parties to, subject to, or enjoy the
benefits of, certain corporate documents, agreements, securities, and
instruments more particularly listed on EXHIBIT A hereto (collectively, the
"RELATED AGREEMENTS"); and
WHEREAS, by executing this Agreement, (i) the holders of Preferred Stock
desire to consent to the conversion of the Preferred Stock to Class A Common;
(ii) the holders of capital stock wish to consent to and adopt the
Recapitalization Amendment and Amended and Restated Certificate described
herein, pursuant to Sections 228, 242 and 245 of the DGCL; (iii) the holders of
capital stock and signatories to the Related Agreements wish to make such
amendments to, or restate, as the case may be, certain of the Related Agreements
(including, but not limited to, the Current By-Laws) as described herein, and
(iv) certain parties to the Related Agreements wish to provide consent pursuant
to certain provisions of certain of the Related Agreements, as described herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby mutually acknowledged, IT IS AGREED:
1. CONVERSION. Household, Co-Invest and Xxxxxx & Xxxxxxxx LLC ("XXXXXX
& XXXXXXXX"), constituting the holders of all of the outstanding Preferred
Stock, hereby consent, pursuant to Article II, Section 14 of the Current By-Laws
and Section 228 of the DGCL, to the Conversion, as provided for by Section
4.2(d)(xii) of the Current Certificate, effective as of the Restatement Date.
The holders of Preferred Stock acknowledge and agree that all certificates
representing shares of the Preferred Stock that are issued and outstanding
immediately prior to the Restatement Date (the "ORIGINAL CERTIFICATES"), shall
upon the consummation of the Conversion, Recapitalization, and any stock split,
be deemed to represent only a right to receive a replacement certificate (each,
a "REPLACEMENT CERTIFICATE") representing the applicable number of shares of the
Common Stock to be received upon the Restatement Date by a holder as a result of
the Conversion, Recapitalization and any stock split. The holders of Preferred
Stock acknowledge and agree that upon issuance of Replacement Certificates, the
Original Certificates shall be deemed cancelled without any further action on
the part of the Company or the holders of the Company's capital stock.
2. RECAPITALIZATION.
2.1. RECAPITALIZATION AMENDMENT. In order to accomplish the
Recapitalization, the Investors and Stockholders (collectively constituting the
holders of: (i) a majority of the Company's capital stock held by Investors;
(ii) greater than 50% of the outstanding shares of Class A Common; (iii) greater
than 50% of the outstanding shares of Preferred Stock; (iv) greater than 50% of
the outstanding shares of Series A-1 Preferred; (v) greater than 50% of the
outstanding shares of Series A-2 Preferred; and (vi) a majority of all
outstanding capital stock) consent, pursuant to Article II, Section 14 of the
Current By-Laws and Sections 228 and 242 of the DGCL, to the adoption and filing
of the Recapitalization Amendment, effective as of the Restatement Date,
immediately after the Conversion.
2.2 CHARTER AMENDMENT AND RESTATEMENT. The Investors and
Stockholders consent, pursuant to Article II, Section 14 of the Current By-Laws
and Sections 228, 242 and 245 of the DGCL, to the adoption and filing of the
Amended and Restated Certificate, effective as of the Restatement Date,
immediately after the filing of the Recapitalization Amendment.
KANBAY INTERNATIONAL, INC. -2- RECAPITALIZATION AGREEMENT
2.3 AMENDMENT AND FURTHER AMENDMENT AND RESTATEMENT OF BY-LAWS.
In connection with the Initial Public Offering, the Board of Directors has
deemed it necessary to amend and restate the By-laws of the Company,
substantially in the form attached hereto as EXHIBIT D (the "RESTATED BY-LAWS"),
to be the by-laws of the Company effective as of the Restatement Date. Further,
in connection with the Initial Public Offering, the Board of Directors is
delegating new authority to the audit and compensation committees and because
such delegation becomes effective before the Restated By-laws are effective, it
is necessary to also amend the current By-laws of the Company to delete the
authority therein delegated to such committees so that the new authority being
delegated will not be in conflict with the Current By-Laws. The Investors and
the Stockholders hereby consent, pursuant to Article II, Section 14 of the
Current By-Laws and Section 228 of the DGCL, to the adoption of (i) Amendment
No. 2 to the By-laws (deleting the authority granted to the audit and
compensation committees of the Company), a copy of which amendment is attached
hereto as EXHIBIT E, and (ii) the Restated By-laws.
2.4. SPLIT. The parties acknowledge that, on the Restatement
Date and immediately after the filing of the Amended and Restated Certificate
pursuant to Section 1.2 of this Agreement, the Board of Directors (or a
committee thereof) is likely to effect a stock split of each share of the Common
Stock, in the form of a declaration of a stock dividend (the "STOCK SPLIT"),
with a split ratio to be determined by the Board of Directors (or a committee
thereof) in connection with the Initial Public Offering.
3. CONSENT. The Investors hereby consent (pursuant to the Purchase
Agreements and Section 4 of the Stockholders' Agreement), to the taking of all
actions, the amendment of all agreements and other documents, and the filing of
all documents, contemplated by this Agreement.
4. ADDITIONAL AGREEMENTS. In addition to undertaking the actions and
performing the agreements above set forth, the parties agree:
4.1. STOCKHOLDERS' AGREEMENT. The Company, Investors and
Stockholders (collectively constituting holders of: (i) greater than 50% of the
outstanding shares of Class A Common; and (ii) greater than 50% of the
outstanding shares of Preferred Stock), including MSIT, in its own capacity and
as the "Xxxxxx Xxxxxxx Stockholder" (as defined in the Stockholders' Agreement),
and Household, agree that the Stockholders' Agreement shall automatically
terminate and be of no further force and effect upon the consummation of the
Initial Public Offering (the "IPO CLOSING DATE"). Notwithstanding the foregoing
and with respect to any period occurring prior to the IPO Closing Date (at which
time the Stockholders' Agreement terminates), the Stockholders, including those
who are "Investors" (as defined in the Stockholders' Agreement) (being
Household, MSIT and Xxxxxx & Xxxxxxxx), hereby waive any and all rights under
Sections 2 and 3 of the Stockholders' Agreement (including, but not limited to
any and all rights of participation under Section 3(a) of the Stockholders'
Agreement and the Company's compliance with the notice provisions of those
sections) that may arise with respect to the shares of Common Stock being issued
in connection with the Stock Split, if any, and with respect to the shares of
Common Stock being offered in the Initial Public Offering (including, but not
limited to any shares of Common Stock being offered and sold by existing
stockholders of the Company). Further, not in limitation of the remainder of
this Section and with respect to any period occurring prior to the IPO Closing
Date (at which time the Stockholders' Agreement terminates), MSIT hereby waives
any and all rights to purchase shares of Common Stock being offered in the
Initial Public Offering as provided in Section 3(b) of the Stockholders'
Agreement.
4.2. CO-INVEST REGISTRATION RIGHTS. EXHIBIT A to the Co-Invest
Warrant provides Co-Invest with piggyback registration rights in accordance with
the terms of the Current Registration Rights Agreement. Co-Invest exercised the
Co-Invest Warrant on May 21, 2004. In connection with such
KANBAY INTERNATIONAL, INC. -3- RECAPITALIZATION AGREEMENT
exercise, and in connection with the adoption (as provided in Section 4.3 below)
of the Second Amended and Restated Registration Rights Agreement, attached
hereto as EXHIBIT F (the "RESTATED REGISTRATION RIGHTS AGREEMENT"), Co-Invest
desires to become a party to the Restated Registration Rights Agreement.
Co-Invest further agrees that upon becoming a party to the Restated Registration
Rights Agreement (effective as of the IPO Closing Date), the rights provided in
Exhibit A to the Co-Invest Warrant shall be superseded by the rights to be
provided to Co-Invest pursuant to the Restated Registration Rights Agreement.
4.3 REGISTRATION RIGHTS AGREEMENT. The Company, MSIT, Household
and Xxxxxx & Xxxxxxxx (collectively constituting all of the parties to the
Current Registration Rights Agreement) hereby agree that effective as of the IPO
Closing Date, the Current Registration Rights Agreement is amended and restated
as provided in the Restated Registration Rights Agreement, and each hereby
adopts, accepts and approves the Restated Registration Rights Agreement to be
effective as of the IPO Closing Date. The Company, MSIT, Household and Xxxxxx &
Xxxxxxxx agree that Co-Invest shall become a party to, and Co-Invest hereby
accepts, adopts, approves, and becomes a party to, the Restated Registration
Rights Agreement, as provided in the Restated Registration Rights Agreement,
effective as of the IPO Closing Date. MSIT, Household, Xxxxxx & Xxxxxxxx and
Co-Invest additionally waive all rights that they have to cause the Company to
register their shares in connection with the filing of the Registration
Statement.
4.4. HOUSEHOLD WARRANTS. Household agrees that, upon the
Conversion, the filing of the Recapitalization Amendment and consummation of the
Stock Split, if any, the Board of Directors shall be deemed to have made "lawful
and adequate provision" for Household to receive Common Stock upon exercise of
the First Household Warrant, pursuant to Section 4.4 of the First Household
Warrant, and upon exercise of the Second Household Warrant, pursuant to Section
3.4 of such Second Household Warrant. Household hereby waives notice from the
Company as required by Section 4.6 of the First Household Warrant and Section
3.6 of the Second Household Warrant with respect to the transactions
contemplated by this Agreement, and agrees that this Agreement shall serve as
adequate and proper notice of the Conversion, the Recapitalization, the Stock
Split and the Initial Public Offering. Household agrees that the description of
the Conversion, the Recapitalization and the Stock Split contained in the final
prospectus filed as part of the Registration Statement shall be deemed to
satisfy the requirements of Section 4.5 of the First Household Warrant and
Section 3.10 of the Second Household Warrant. Subject to Section 5 of this
Agreement, Household further agrees that it shall, promptly following the IPO
Closing Date, surrender the Household Warrants to the Company. Following such
surrender, the Company shall issue to Household new warrants reflecting the
Conversion, the Recapitalization and the Stock Split, if any.
4.5. ANTI-DILUTION WARRANTS. The Investors agree that, upon
filing of the Recapitalization Amendment and consummation of the Stock Split, if
any, the Board of Directors shall be deemed to have made "lawful and adequate
provision" for each such holder to receive Common Stock upon exercise of each
Anti-Dilution Warrant, pursuant to Section 2.1 of each such Anti-Dilution
Warrant. Each of the Investors further acknowledges and agrees that, by
executing this Agreement, such party hereby waives notice from the Company as
required by Section 3.7 and 6.5 of each Anti-Dilution Warrant with respect to
the transactions contemplated by this Agreement, and agrees that this Agreement
shall serve as notice of the Recapitalization, the Stock Split and the Initial
Public Offering. The Investors acknowledge and agree that, upon consummation of
the Initial Public Offering (as contemplated by the Anti-Dilution Warrants), the
Anti-Dilution Warrants shall expire and be of no further force and effect.
5. UNIFIED AGREEMENT. The parties intend that the provisions hereof
constitute a unified agreement, and that although certain events shall occur on
different dates or at different times, it is the intention of the parties that
none of the transactions be given permanent effect unless the Initial Public
KANBAY INTERNATIONAL, INC. -4- RECAPITALIZATION AGREEMENT
Offering shall have been consummated. Consequently, in the event that the
Initial Public Offering has not been consummated on or before the date that is
ninety (90) days following the Restatement Date, then the parties (unless they
otherwise unanimously agree) intend that this Agreement shall become null and
void, and of no further force or effect (except that such nullification shall
not limit any right of enforcement of, or for damages in connection with any
breach of this Agreement on the part of any party). In the event that this
Agreement shall terminate as herein specified and certain partial performances
hereunder shall have been completed by the parties hereto (by way of example
only, the Amended and Restated Certificate shall have been made effective but
the Initial Public Offering is not consummated), the parties severally covenant
and agree to take any and all action, including without limitation any and all
necessary votes of stockholders, and to file any and all instruments and
documents, including without implied limitation such amendments to or
restatements of the then-current charter of the Company as on file with the
Secretary of State of Delaware, as shall be necessary, appropriate or, upon the
reasonable request of any party hereto, desirable in order to restore all
parties to their respective rights and obligations immediately prior to the
effectiveness of the Conversion, the Recapitalization and the Stock Split.
Without implied limitation, such actions may include the re-establishment of the
capital structure of the Company as in effect prior to the Conversion, the
Recapitalization, and the Stock Split. At any time prior to the effectiveness of
the Recapitalization Amendment or the Amended and Restated Certificate, the
Board of Directors may abandon the Recapitalization Amendment or the Amended and
Restated Certificate without further action by the stockholders of the Company.
6. MISCELLANEOUS.
6.1. BINDING AGREEMENT. This Agreement shall be binding upon the
parties hereto and their respective successors, assigns, heirs and legal
representatives.
6.2. APPLICABLE LAW. This Agreement shall be subject to the laws
of the State of Delaware without regard to principles of conflict of law.
6.3. FURTHER ACTION. The parties agree from time to time upon
reasonable request of the Company to restate such of the Related Agreements as
shall survive the execution and performance hereof, so as to include requisite
cross-references and so as to eliminate references to terminated or superseded
agreements and instruments, and further to take such other action as may be
reasonably requested by any party hereto further to evidence the provisions
hereof.
6.4. HEADINGS AND CAPTIONS. Headings and captions are included
herein for convenience, do not form a part of this Agreement, and are not
admissible as to construction.
6.5. ENTIRE AGREEMENT. This instrument is the entire expression
of the agreement of the parties with respect to its subject matter, and
supersedes all prior understandings, agreements or representations in such
regard.
6.6. SPECIFIC ENFORCEMENT. The parties acknowledge the unique
nature of the provisions hereof, and agree that damages in event of breach would
be both difficult to calculate and an inadequate remedy. Consequently, in the
event of breach, and in addition to recovering any provable damages and
reimbursement of any legal fees, the injured party shall be entitled to
equitable relief, including specific performance.
6.7. NO THIRD PARTY RIGHTS. No person or entity not signatory
shall have any rights as a third party beneficiary under this Agreement, or to
enforce the provisions hereof on behalf of any signatory hereto.
KANBAY INTERNATIONAL, INC. -5- RECAPITALIZATION AGREEMENT
6.8. STOCKHOLDER ACTION. The Stockholders of the Company
executing this Agreement acknowledge and agree that this Agreement shall
constitute a written consent of the stockholders pursuant to Article II, Section
14 of the Current By-Laws and Section 228 of the DGCL. This Agreement shall be
delivered to the Company for inclusion in the Company's books of record, and
prompt notice of the actions taken hereby shall be delivered to the stockholders
who, if the actions set forth herein were taken at a meeting occurring on the
date of last signature hereto, would have been entitled to notice of such
meeting.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. SIGNATURE PAGES
FOLLOW.]
KANBAY INTERNATIONAL, INC. -6- RECAPITALIZATION AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Recapitalization
Agreement as of the date indicated below.
KANBAY INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Executive Officer
Date: 6/8/04
-----------------------------------------
/s/ Xxxxxxx X. Xxxxxxx
------------------------------------------------
Xxxxxxx X. Xxxxxxx, individually
Date: 6/8/04
----------------------------------
KANBAY INTERNATIONAL, INC. Signature Page RECAPITALIZATION AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Recapitalization
Agreement as of the date indicated below.
The Co-Investment 2000 Fund, L.P.
/s/ Co-Invest Management, L.P. ITS GENERAL PARTNER
/s/ Co-Invest Capital Partners, Inc., ITS GENERAL PARTNER
By: /s/ Xxxxxxx X. Xxx
-----------------------------------------
Name: Xxxxxxx X. Xxx
-----------------------------------------
Title: Xxxxxxx X. Xxx, Executive Vice President
-----------------------------------------
Date: June 8, 2004
-----------------------------------------
Cross Atlantic Technology Fund II, LP
/s/ XATF Management II, L.P., ITS GENERAL PARTNER
/s/ Cross Atlantic Capital Partners II, Inc., ITS GENERAL PARTNER
By: /s/ Xxxxxxx X. Xxx
-----------------------------------------
Title: Xxxxxxx X. Xxx, Executive Vice President
-----------------------------------------
Date: June 8, 2004
-----------------------------------------
KANBAY INTERNATIONAL, INC. Signature Page RECAPITALIZATION AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Recapitalization
Agreement as of the date indicated below.
Xxxxxx & Xxxxxxxx LLC
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxx
---------------------------------------
Title: Member
---------------------------------------
Date: 6/7/04
---------------------------------------
KANBAY INTERNATIONAL, INC. Signature Page RECAPITALIZATION AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Recapitalization
Agreement as of the date indicated below.
Household Investment Funding, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
---------------------------------------
Title: Vice President and Secretary
---------------------------------------
Date: 6/10/04
---------------------------------------
KANBAY INTERNATIONAL, INC. Signature Page RECAPITALIZATION AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Recapitalization
Agreement as of the date indicated below.
Kanbay Acquisition, L.L.C.
By: Kanbay Capital, L.L.C., its Manager
By: /s/ B. Xxxxxxx Xxxxxxx
----------------------------------------------
Name: B. Xxxxxxx Xxxxxxx
----------------------------------------------
Title: Manager
----------------------------------------------
Date: 6/8/04
----------------------------------------------
Kanbay Investment, L.L.C.
By: B. Xxxxxxx Xxxxxxx Irrevocable Trust, its Manager
By: /s/ B. Xxxxxxx Xxxxxxx
----------------------------------------------
Name: B. Xxxxxxx Xxxxxxx
----------------------------------------------
Title: Trustee
----------------------------------------------
Date 6/8/04
----------------------------------------------
KANBAY INTERNATIONAL, INC. Signature Page RECAPITALIZATION AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Recapitalization
Agreement as of the date indicated below.
MSIT Holdings, Inc.
By: /s/ Xxxxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxxxx Xxxxxxx
---------------------------------------
Title: President
---------------------------------------
Date: 6/9/04
---------------------------------------
KANBAY INTERNATIONAL, INC. Signature Page RECAPITALIZATION AGREEMENT
EXHIBIT A
RELATED AGREEMENTS
1. Amended and Restated Certificate of Incorporation of the Company filed on
August 31, 2000 with the Secretary of State of Delaware, as amended by
Amendment No. 1 thereto, filed on December 22, 2003 (the "CURRENT
CERTIFICATE");
2. By-Laws of the Company, as amended (the "CURRENT BY-LAWS");
3. Second Amended and Restated Stockholders' Agreement dated as of August 24,
2000, as amended among the Company and each of the stockholders of the
Company (the "STOCKHOLDERS' AGREEMENT");
4. Amended and Restated Registration Rights Agreement, dated as of September
14, 2000 among the Company, Safeguard 98 Capital, L.P., MSIT, Household, and
the Other Investors (the "CURRENT REGISTRATION RIGHTS AGREEMENT");
5. Subscription Agreement, dated as of August 30, 2000 between the Company and
MSIT (the "MS SUBSCRIPTION AGREEMENT");
6. Stock Purchase Agreement, dated as of August 30, 2000 between the Company,
Xxxxxx Xxxxxxx International, Inc., Xxxx Xxxxx Xxxxxxxx and Xxxxxx Xxxx
Xxxxxxxx (the "STOCK PURCHASE AGREEMENT");
7. Subscription Agreement, dated as of September 14, 2000 between the Company
and Household (the "HOUSEHOLD SUBSCRIPTION AGREEMENT" and, together with the
MS Subscription Agreement and the Stock Purchase Agreement, the "PURCHASE
AGREEMENTS");
8. Warrant to Purchase Common Stock No. CA-002 dated as of September 14, 2000
in favor of Household providing for the purchase of up to 200,000 shares of
Class A Common (the "FIRST HOUSEHOLD WARRANT");
9. Class A Common Stock Purchase Warrant dated as of September 4, 2003 in favor
of Household providing for the purchase of up to 120,000 shares of Class A
Common (the "SECOND HOUSEHOLD WARRANT" and, together with the First
Household Warrant, the "HOUSEHOLD WARRANTS");
10. Warrant to Purchase Preferred Stock dated as of September 14, 2000 in favor
of The Co-Investment 2000 Fund, L.P. ("CO-INVEST") providing for the
purchase of up to 33,605 shares of Series A-1 Preferred (the "CO-INVEST
WARRANT");
11. Warrant No. AD-1/Replacement to Purchase Warrant Stock and a New Warrant
dated as of August 31, 2000 in favor of MSIT (the "FIRST MSIT ANTI-DILUTION
WARRANT");
12. Warrant No. AD-2/Replacement to Purchase Warrant Stock and a New Warrant
dated as of September 14, 2000 in favor of Household (the "HOUSEHOLD
ANTI-DILUTION WARRANT");
13. Warrant No. AD-4 to Purchase Warrant Stock and a New Warrant dated as of
January 20, 2004, in favor of MSIT (the "SECOND MSIT ANTI-DILUTION WARRANT"
and, together with the First MSIT Anti-Dilution Warrant and the Household
Anti-Dilution Warrant, the "ANTI-DILUTION WARRANTS").
KANBAY INTERNATIONAL, INC. Exhibit A RECAPITALIZATION AGREEMENT
EXHIBIT B
RECAPITALIZATION AMENDMENT
KANBAY INTERNATIONAL, INC. Exhibit B RECAPITALIZATION AGREEMENT
EXHIBIT C
AMENDED AND RESTATED CERTIFICATE
KANBAY INTERNATIONAL, INC. Exhibit C RECAPITALIZATION AGREEMENT
EXHIBIT D
RESTATED BY-LAWS
KANBAY INTERNATIONAL, INC. Exhibit D RECAPITALIZATION AGREEMENT
EXHIBIT E
AMENDMENT NO. 2 TO THE BY-LAWS
KANBAY INTERNATIONAL, INC. Exhibit E RECAPITALIZATION AGREEMENT
EXHIBIT F
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
KANBAY INTERNATIONAL, INC. Exhibit F RECAPITALIZATION AGREEMENT
