Kanbay International Inc Sample Contracts

Shares Common Stock $0.001 Par Value
Underwriting Agreement • November 30th, 2004 • Kanbay International Inc • Services-computer programming services • New York
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OFFICE LEASE
Office Lease • May 10th, 2004 • Kanbay International Inc • Services-computer programming services • Illinois
LEASE DEED
Kanbay International Inc • May 10th, 2004 • Services-computer programming services
LEASE DEED
Kanbay 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
RECITALS
Kanbay International Inc • May 10th, 2004 • Services-computer programming services • Illinois
YAMUNA
Kanbay International Inc • May 10th, 2004 • Services-computer programming services
AGREEMENT
Agreement • May 10th, 2004 • Kanbay International Inc • Services-computer programming services
LEASE DEED
Kanbay International Inc • May 10th, 2004 • Services-computer programming services
ARTICLE 1 EXERCISE
Kanbay International Inc • March 11th, 2004 • Illinois
AGREEMENT
Agreement • May 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 Runner
Credit 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.

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AGREEMENT AND PLAN OF MERGER BY AND AMONG CAP GEMINI SA, CAPGEMINI FINANCIAL SERVICES, INC. AND KANBAY INTERNATIONAL, INC. Dated as of October 26, 2006
Agreement 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 AGREEMENT
Severance 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”).

AGREEMENTS
Registration Rights Agreement • June 17th, 2004 • Kanbay International Inc • Services-computer programming services • Delaware
MERGER AGREEMENT
Merger 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”).

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 MERGER
Agreement 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 AMENDMENT
First 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 Agreement
Escrow 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 AGREEMENT
Non-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.

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