Tanning Technology Corp Sample Contracts

FOR
Lease Agreement • June 25th, 1999 • Tanning Technology Corp • Services-computer integrated systems design • Colorado
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RECITALS
Voting Agreement • April 21st, 2003 • Tanning Technology Corp • Services-computer integrated systems design • Delaware
UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • July 21st, 1999 • Tanning Technology Corp • Services-computer integrated systems design • New York
among
Stock Purchase Agreement • June 25th, 1999 • Tanning Technology Corp • Services-computer integrated systems design • Delaware
EXHIBIT 4.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 26th, 1999 • Tanning Technology Corp • Services-computer integrated systems design • Delaware
AGREEMENT
Agreement • July 21st, 1999 • Tanning Technology Corp • Services-computer integrated systems design • Colorado
EXHIBIT 4 AMENDED AND RESTATED SHAREHOLDER AGREEMENT
Shareholder Agreement • April 2nd, 2003 • Tanning Technology Corp • Services-computer integrated systems design • Delaware
EXHIBIT 10.21 LEASE AGREEMENT
Lease Agreement • June 25th, 1999 • Tanning Technology Corp • Services-computer integrated systems design
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 25th, 1999 • Tanning Technology Corp • Services-computer integrated systems design
EXHIBIT 4.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 22nd, 1999 • Tanning Technology Corp • Services-computer integrated systems design • Delaware
PROMISSORY NOTE ---------------
Promissory Note • July 21st, 1999 • Tanning Technology Corp • Services-computer integrated systems design

This Note may be prepaid in whole or in part at any time or from time to time. Any such prepayment shall be without premium or penalty. Whenever any amount is paid under this Note, such amount shall be applied first to interest and then to principal.

AGREEMENT
Agreement • July 21st, 1999 • Tanning Technology Corp • Services-computer integrated systems design • Colorado
dated as of
Agreement and Plan of Merger • April 21st, 2003 • Tanning Technology Corp • Services-computer integrated systems design • Delaware
PROMISSORY NOTE ---------------
Tanning Technology Corp • July 21st, 1999 • Services-computer integrated systems design

This Note may be prepaid in whole or in part at any time or from time to time. Any such prepayment shall be without premium or penalty. Whenever any amount is paid under this Note, such amount shall be applied first to interest and then to principal.

RECITALS: --------
Metropoint Building Office Lease • June 25th, 1999 • Tanning Technology Corp • Services-computer integrated systems design • Colorado
CONFIDENTIALITY, PROPRIETARY RIGHTS AND NON-COMPETITION AGREEMENT
Non-Competition Agreement • November 1st, 2002 • Tanning Technology Corp • Services-computer integrated systems design • Colorado
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Tanning Technology Corp • November 1st, 2002 • Services-computer integrated systems design

I, Larry G. Tanning, on behalf of myself and Tanning Family Partnership, L.L.L.P. (the "Seller"), hereby agree to sell to Tanning Technology Corporation ("Tanning"), that number of shares of Tanning common stock, par value $.01 (the "Shares") determined by dividing the Repayment Amount (as hereinafter defined) by the closing market price of the Shares (the "Share Price") on August 23, 2002 (the "Determination Date") for a per Share purchase price equal to the Share Price. The "Repayment Amount" shall equal all amounts outstanding, together with accrued interest, as of the Determination Date, under my Promissory Note (the "Note") to the Company dated August 2, 1999, as amended August 2, 2001. I further agree to apply all proceeds from the sale of Shares to fully repay all amounts outstanding, together with accrued interest under the Note. The sale of Shares and repayment referred to herein (the "Transaction") shall be consummated as promptly as practicable following the Determination Da

JOINT REPORTING AGREEMENT
Exhibit 1 • April 28th, 2003 • Tanning Technology Corp • Services-computer integrated systems design

In consideration of the mutual covenants herein contained, pursuant to Rule 13d-1(k)(1), each of the parties hereto represents to and agrees with the other parties as follows:

EMPLOYMENT AGREEMENT
Tanning Technology Corp • November 7th, 2001 • Services-computer integrated systems design • Colorado

Employer agrees to hire Employee and Employee accepts employment on the terms and conditions set forth below and in the attached Employee Term Sheet, which is incorporated into and made a part of this Agreement. Such terms and conditions are acknowledged by the parties to be good and sufficient consideration for this Agreement.

TANNING TECHNOLOGY CORPORATION SUBSCRIPTION AGREEMENT
Subscription Agreement • November 7th, 2001 • Tanning Technology Corp • Services-computer integrated systems design
EMPLOYMENT AGREEMENT
Tanning Technology Corp • August 14th, 2001 • Services-computer integrated systems design • Colorado

Employer agrees to hire Employee and Employee accepts employment on the terms and conditions set forth below, which are acknowledged by the parties to be good and sufficient consideration for this Agreement.

TANNING TECHNOLOGY CORPORATION CHANGE IN CONTROL PLAN NOTICE OF PARTICIPATION
Participation Agreement • May 1st, 2003 • Tanning Technology Corp • Services-computer integrated systems design

This Notice of Participation Agreement ("Notice of Participation") is entered into this 21st day of March 2003 by and between Tanning Technology Corporation, a Delaware Corporation ("Tanning") and Katherine Scherping ("Participant"). The Notice of Participation is subject to and governed by the terms and conditions set forth in the Change in Control Plan ("Plan") adopted by the Tanning Board of Directors on March 18, 2003.

TANNING TECHNOLOGY CORPORATION CHANGE IN CONTROL PLAN NOTICE OF PARTICIPATION
Participation Agreement • May 1st, 2003 • Tanning Technology Corp • Services-computer integrated systems design

This Notice of Participation Agreement ("Notice of Participation") is entered into this 21st day of March 2003 by and between Tanning Technology Corporation, a Delaware Corporation ("Tanning") and Mark Teflian ("Participant"). The Notice of Participation is subject to and governed by the terms and conditions set forth in the Change in Control Plan ("Plan") adopted by the Tanning Board of Directors on March 18, 2003.

TANNING TECHNOLOGY CORPORATION CHANGE IN CONTROL PLAN NOTICE OF PARTICIPATION
Participation Agreement • May 1st, 2003 • Tanning Technology Corp • Services-computer integrated systems design

This Notice of Participation Agreement ("Notice of Participation") is entered into this 21st day of March 2003 by and between Tanning Technology Corporation, a Delaware Corporation ("Tanning") and Larry Tanning ("Participant"). The Notice of Participation is subject to and governed by the terms and conditions set forth in the Change in Control Plan ("Plan") adopted by the Tanning Board of Directors on March 18, 2003.

TANNING TECHNOLOGY CORPORATION CHANGE IN CONTROL PLAN NOTICE OF PARTICIPATION
Notice of Participation Agreement • May 1st, 2003 • Tanning Technology Corp • Services-computer integrated systems design

This Notice of Participation Agreement ("Notice of Participation") is entered into this 21st Day of March 2003 by and between Tanning Technology Corporation, a Delaware Corporation ("Tanning") and Adesh Gupta ("Participant"). The Notice of Participation is subject to and governed by the terms and conditions set forth in the Change in Control Plan ("Plan") adopted by the Tanning Board of Directors on March 18, 2003.

EMPLOYMENT AGREEMENT
Tanning Technology Corp • February 25th, 2002 • Services-computer integrated systems design • Colorado

Employer agrees to continue to employ Employee and Employee accepts employment on the terms and conditions set forth below, which are acknowledged by the parties to be good and sufficient consideration for this Agreement. This Agreement supersedes any prior employment agreements between Employee and Tanning, including, without limitation, the Employment Agreement dated July 13, 1998.

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