Zamba Corp Sample Contracts

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ZCA CORP. CAMWORKS, INC. THE SHAREHOLDERS
Agreement and Plan of Reorganization • January 12th, 2000 • Zamba Corp • Computer communications equipment • Minnesota
RECITALS
Registration Rights Agreement • March 16th, 2001 • Zamba Corp • Computer communications equipment • California
Exhibit 2 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger and Reorganization • October 7th, 1998 • Zamba Corp • Computer communications equipment • California
1 NEW ENGLAND EXECUTIVE PARK BUILDING FIFTEEN BURLINGTON, MASSACHUSETTS OFFICE LEASE AGREEMENT
Office Lease Agreement • August 14th, 2000 • Zamba Corp • Computer communications equipment
Exhibit 3 ADDENDUM TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
The Agreement and Plan of Merger • October 7th, 1998 • Zamba Corp • Computer communications equipment
ARTICLE I EMPLOYMENT BY THE COMPANY
Employment 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 AGREEMENT
Stock 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 AGREEMENT
Registration 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 COMPANY
Employment 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, 1994
Rights 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 AGREEMENT
Accounts 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 AGREEMENT
Stock 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 AGREEMENT
Change 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 I
Employment and Severance Agreement • March 19th, 1998 • Racotek Inc • Computer communications equipment • Minnesota
STOCK PURCHASE AGREEMENT
Stock 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”).

Contract
Zamba 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.

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AMENDMENT NO. 3 TO RIGHTS AGREEMENT
Rights 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
Contract
Zamba 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 AGREEMENT
Stock 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 AGREEMENT
Strategic 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.

SETTLEMENT AGREEMENT AND RELEASE
Settlement 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”).

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights 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 Documents
Zamba 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 CORPORATION
Preferred Stock Purchase Agreement • March 30th, 1999 • Zamba Corp • Computer communications equipment • California
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