ARTICLE III REPRESENTATIONS AND WARRANTIESLoan and Security Agreement • January 29th, 1997 • Diamond Technology Partners Inc • Services-management consulting services • Delaware
1 DIAMOND TECHNOLOGY PARTNERS INCORPORATED CLASS A COMMON STOCK ($.001 PAR VALUE) UNDERWRITING AGREEMENTUnderwriting Agreement • March 3rd, 1998 • Diamond Technology Partners Inc • Services-management consulting services • New York
3,275,000 Shares DIAMOND TECHNOLOGY PARTNERS INCORPORATED CLASS A COMMON STOCK ($.001 PAR VALUE) UNDERWRITING AGREEMENT Morgan Stanley & Co. Incorporated Goldman, Sachs & Co. Deutsche Bank Securities Inc. Salomon Smith Barney Inc. Adams, Harkness &...Underwriting Agreement • March 20th, 2000 • Diamond Technology Partners Inc • Services-management consulting services • New York
EXHIBIT 10.6 STOCK PURCHASE AGREEMENT relating to 2,000,000 shares of Common Stock of Diamond Technology Partners, Inc. Dated: March 22, 1994 Diamond Technology Partners, Inc. STOCK PURCHASE AGREEMENT Table of Contents ----------------- 1. Purchase...Stock Purchase Agreement • January 29th, 1997 • Diamond Technology Partners Inc • Services-management consulting services • Pennsylvania
Draft Dated 2/11/97 Diamond Technology Partners Incorporated 3,255,000 Shares of Class A Common Stock ($.001 Par Value Per Share) Standby Underwriting Agreement ------------------------------Diamond Technology Partners Inc • February 12th, 1997 • Services-management consulting services • New York
Exhibit 4.5 DIAMONDCLUSTER INTERNATIONAL, INC. 2000 STOCK OPTION PLAN Form of 2000 NON-PARTNER STOCK OPTION AGREEMENT ----------------------------------------------- WHEREAS, DiamondCluster International, Inc., a Delaware corporation (the "Company"),...Diamond Technology Partners Inc • November 29th, 2000 • Services-management consulting services
Exhibit 4.4 DIAMONDCLUSTER INTERNATIONAL, INC. 1998 Equity Incentive Plan NON- PARTNER STOCK OPTION AGREEMENT ---------------------------------- WHEREAS, DiamondCluster International, Inc., a Delaware corporation (the "Company"), has adopted the...Stock Option Agreement • October 9th, 2001 • Diamondcluster International Inc • Services-management consulting services • Illinois
Exhibit 4.4 DIAMOND TECHNOLOGY PARTNERS INCORPORATED STOCK OPTION AGREEMENTDiamond Technology Partners Inc • July 23rd, 1997 • Services-management consulting services • Illinois
EXHIBIT 1.1 Draft Dated 2/21/97 Diamond Technology Partners Incorporated 3,355,000 Shares of Class A Common Stock ($.001 Par Value Per Share)Diamond Technology Partners Inc • February 21st, 1997 • Services-management consulting services • New York
DIAMONDCLUSTER INTERNATIONAL, INC. and MELLON INVESTOR SERVICES LLC as Rights Agent Rights Agreement dated as of October 14, 2003Rights Agreement • October 21st, 2003 • Diamondcluster International Inc • Services-management consulting services • New York
The Board of Directors of the Company has authorized and declared a dividend of one preferred share purchase right (a “Right”) for each Common Share (as hereinafter defined) of the Company outstanding on October 15, 2003 (the “Record Date”), each Right representing the right to purchase one one-thousandth of a Preferred Share (as hereinafter defined), upon the terms and subject to the conditions herein set forth, and has further authorized and directed the issuance of one Right with respect to each Common Share that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (as such terms are hereinafter defined).
EXHIBIT 4.6 DIAMONDCLUSTER INTERNATIONAL, INC. 2000 STOCK OPTION PLAN FORM OF 2000 PARTNER STOCK OPTION AGREEMENT ------------------------------------------- WHEREAS, DiamondCluster International, Inc., a Delaware corporation (the "Company"), has...Diamond Technology Partners Inc • November 29th, 2000 • Services-management consulting services
EXHIBIT 10.5 EMPLOYMENT AGREEMENT -------------------- Diamond Technology Partners, Inc. ("Diamond Technology") and Christopher J. Moffitt ("Employee") enter into this Employment Agreement ("Agreement") dated February 1, 1994 (the "Effective Date")....Employment Agreement • January 29th, 1997 • Diamond Technology Partners Inc • Services-management consulting services • Illinois
AGREEMENT AND PLAN OF MERGER dated as of August 23, 2010 among DIAMOND MANAGEMENT & TECHNOLOGY CONSULTANTS, INC., PRICEWATERHOUSECOOPERS LLP and CARBON MERGER SUBSIDIARY, INC.Agreement and Plan of Merger • August 24th, 2010 • Diamond Management & Technology Consultants, Inc. • Services-management consulting services • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of August 23, 2010, among Diamond Management & Technology Consultants, Inc., a Delaware corporation (the “Company”), PricewaterhouseCoopers LLP, a Delaware limited liability partnership (“Parent”), and Carbon Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Subsidiary”).
BY AND AMONG OMNITECH CONSULTING GROUP, INC. AND THE PERSONS IDENTIFIED HEREIN AS ITS STOCKHOLDERS ANDAsset Purchase Agreement • June 25th, 1999 • Diamond Technology Partners Inc • Services-management consulting services • Illinois
EXHIBIT 10.3 EMPLOYMENT AGREEMENT -------------------- Diamond Technology Partners, Inc. ("Diamond Technology") and Michael Mikolajczyk ("Employee") enter into this Employment Agreement ("Agreement") dated April 18, 1994 (the "Effective Date"). In...Employment Agreement • January 29th, 1997 • Diamond Technology Partners Inc • Services-management consulting services • Illinois
WITNESSETH:' Operating Agreement • December 13th, 1996 • Diamond Technology Partners Inc
WITNESSETH:Voting and Stock Restriction Agreement • December 13th, 1996 • Diamond Technology Partners Inc • Illinois
Credit Agreement Dated as of July 31, 2009 between Diamond Management & Technology Consultants, Inc. and Harris N.A.Credit Agreement • June 9th, 2010 • Diamond Management & Technology Consultants, Inc. • Services-management consulting services • Illinois
This Credit Agreement is entered into as of July 31, 2009 by and between Diamond Management & Technology Consultants, Inc., a Delaware corporation (the “Borrower”) and Harris N.A., a national banking association (the “Bank”). All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST AGREEMENTPlan and Trust Agreement • July 24th, 1997 • Diamond Technology Partners Inc • Services-management consulting services
FORM OF VOTING AGREEMENTForm of Voting Agreement • August 24th, 2010 • Diamond Management & Technology Consultants, Inc. • Services-management consulting services • Delaware
VOTING AGREEMENT (this “Agreement”) dated as of August 23, 2010 by and between PricewaterhouseCoopers LLP, a Delaware limited liability partnership (“Parent”), and the undersigned stockholder (“Stockholder”) of Diamond Management & Technology Consultants, Inc., a Delaware corporation (the “Company”).
DIAMONDCLUSTER INTERNATIONAL, INC. NON-QUALIFIED NON-EMPLOYEE STOCK OPTION AGREEMENTStock Option Agreement • October 24th, 2003 • Diamondcluster International Inc • Services-management consulting services • Illinois
THIS AGREEMENT (the “Agreement”), effective as of «DATE_OF_GRANT», is entered into by and between DiamondCluster International, Inc., a Delaware corporation (the “Company”) and «FNAME» «MNAME» «LNAME» (the “Optionee”).
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • October 13th, 2006 • Diamondcluster International Inc • Services-management consulting services
This Amendment (the “Amendment”) to the Rights Agreement dated October 14, 2003 (the “Agreement”), is entered into as of the 11th day of September 2006, among Diamond Management & Technology Consultants, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC as Rights Agent under the Agreement (“Rights Agent”). Terms capitalized herein but not otherwise defined shall have the same meanings ascribed to them in the Agreement.
DIAMOND MANAGEMENT & TECHNOLOGY CONSULTANTS, INC. PARTNERS’ OPERATING AGREEMENT’ Operating Agreement • June 8th, 2007 • Diamond Management & Technology Consultants, Inc. • Services-management consulting services
THIS PARTNERS’ OPERATING AGREEMENT (this “Agreement”) is adopted as of the 1st day of April, 2007 among DIAMOND MANAGEMENT & TECHNOLOGY CONSULTANTS, INC., a Delaware corporation (the “Company”), and those individuals designated by the Company or any “Affiliate” as “Partners” (referred to herein collectively as the “Partners” and individually as a “Partner”). For purposes of this Agreement, the term “Affiliate” shall mean any affiliate, subsidiary, or parent of, or any other entity controlling, controlled by, or under common control of, the Company.
SECOND MODIFICATION AGREEMENTSecond Modification Agreement • June 10th, 2009 • Diamond Management & Technology Consultants, Inc. • Services-management consulting services • Illinois
This Second Modification Agreement (“Agreement”) dated as of this 25th day of March, 2009 by and among JP MORGAN CHASE BANK, N.A. (“Bank”), DIAMOND MANAGEMENT & TECHNOLOGY CONSULTANTS, INC., a Delaware corporation (“Company”), DIAMOND MANAGEMENT & TECHNOLOGY CONSULTANTS, NA, INC., an Illinois corporation (“US Subsidiary”), and DIAMOND PARTNERS LIMITED, a United Kingdom corporation (“UK Subsidiary”) (hereinafter, the US Subsidiary and the UK Subsidiary are collectively referred to herein as, the “Guarantors”) (hereinafter, the Company and the Guarantors are collectively referred to herein as, the “Borrowing Parties”).
DIAMOND MANAGEMENT & TECHNOLOGY CONSULTANTS, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 5th, 2009 • Diamond Management & Technology Consultants, Inc. • Services-management consulting services • Illinois
WHEREAS, Diamond Management & Technology Consultants, Inc., a Delaware corporation (the “Company”), has adopted the Diamond Management & Technology Consultants, Inc. 2000 Stock Option Plan, as amended from time to time, and incorporated herein (the “Plan”), which provides for, among other things, the grant of restricted stock units to employees of the Company as selected by the Committee representing shares of $.001 par value common stock of the Company;
Diamond Management & Technology Consultants, Inc. Change in Control Addendum to Partner Employment Agreement Operations - PartnerDiamond Management & Technology Consultants, Inc. • August 24th, 2010 • Services-management consulting services • Illinois
This Change in Control Addendum to Partner Employment Agreement (“Addendum”) is made by and between Diamond Management & Technology Consultants, Inc., a Delaware corporation, its affiliates, successors and assigns, (collectively, the “Company”), and Karl E. Bupp (“Partner”) effective as of August 23, 2010.
ContractAmended and Restated Credit Agreement • June 10th, 2008 • Diamond Management & Technology Consultants, Inc. • Services-management consulting services • Illinois
This Amended and Restated Credit Agreement (“Agreement”), made July 31, 2007 by and between DIAMOND MANAGEMENT & TECHNOLOGY CONSULTANTS, INC., a Delaware corporation, with its principal place of business located at 875 North Michigan Avenue, Suite 3000, Chicago, Illinois 60611 (the “Company”) and JP MORGAN CHASE BANK, N.A. with its offices located at 120 South LaSalle Street, Chicago, Illinois 60603 (“Bank”).
1 EXHIBIT 4.3 DIAMOND TECHNOLOGY PARTNERS INCORPORATED NON-EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT (the "Agreement"), effective as of the 1st day of April, 1999, is entered into by and between Diamond Technology Partners Incorporated, a...Non-Employee Stock Option Agreement • December 7th, 1999 • Diamond Technology Partners Inc • Services-management consulting services • Illinois
FIRST MODIFICATION AGREEMENTFirst Modification Agreement • June 10th, 2008 • Diamond Management & Technology Consultants, Inc. • Services-management consulting services • Illinois
This First Modification Agreement (“Agreement”) dated as of this 31st day of March, 2008 by and among JP MORGAN CHASE BANK, N.A. (“Bank”), DIAMOND MANAGEMENT & TECHNOLOGY CONSULTANTS, INC., a Delaware corporation (“Company”), DIAMOND MANAGEMENT & TECHNOLOGY CONSULTANTS, NA, INC., an Illinois corporation (“US Subsidiary”), and DIAMOND PARTNERS LIMITED, a United Kingdom corporation (“UK Subsidiary”) (hereinafter, the US Subsidiary and the UK Subsidiary are collectively referred to herein as, the “Guarantors”) (hereinafter, the Company and the Guarantors are collectively referred to herein as, the “Borrowing Parties”),
Exhibit 4.5 DIAMONDCLUSTER INTERNATIONAL, INC. 1998 Equity Incentive Plan PARTNER STOCK OPTION AGREEMENT ------------------------------ WHEREAS, DiamondCluster International, Inc., a Delaware corporation (the "Company"), has adopted the DiamondCluster...Partner Stock Option Agreement • October 9th, 2001 • Diamondcluster International Inc • Services-management consulting services • Illinois
NORTH AMERICA AND UNITED KINGDOM PARTNERS’ OPERATING AGREEMENT’ Operating Agreement • June 10th, 2004 • Diamondcluster International Inc • Services-management consulting services • Delaware
THIS NORTH AMERICA AND UNITED KINGDOM PARTNERS’ OPERATING AGREEMENT (this “Agreement”) is entered into as of the 13th day of November 2003, among DIAMONDCLUSTER INTERNATIONAL, INC., a Delaware corporation (the “Company”) and those individuals designated by the Company or any “Affiliate” as a Partner affiliated with the operations in North America and the United Kingdom (“NA/UK Operations”) said individuals and all other persons who may hereafter be designated by the Company or any Affiliate as “Partners” pursuant to the provisions hereof, are referred to herein collectively as the “Partners” and individually as a “Partner.” For purposes of this Agreement, the term “Affiliate” shall mean any affiliate, subsidiary, or parent of, or any other entity controlling, controlled by, or under common control of, the Company.
EXHIBIT 10.4 EMPLOYMENT AGREEMENT -------------------- Diamond Technology Partners, Inc. ("Diamond Technology") and James C. Spira ("Employee") enter into this Employment Agreement ("Agreement") dated November 1, 1995 (the "Effective Date"). In...Employment Agreement • January 29th, 1997 • Diamond Technology Partners Inc • Services-management consulting services • Illinois
AMENDED AND RESTATED PARTNERS’ OPERATING AGREEMENTPartners’ Operating Agreement • June 28th, 2002 • Diamondcluster International Inc • Services-management consulting services • Delaware
THIS AMENDED AND RESTATED PARTNERS’ OPERATING AGREEMENT (this “Agreement”) is entered into as of the 16th day of November 2001, among DIAMONDCLUSTER INTERNATIONAL, INC., a Delaware corporation (the “Company”) and certain individuals designated by the Company or any “Affiliate” (as defined in Section 1.1(f) hereof) as a “Partner;” said individuals and all other persons who may hereafter be designated by the Company or any Affiliate as “Partners” pursuant to the provisions hereof, are referred to herein collectively as the “Partners” and individually as a “Partner.”
DIAMONDCLUSTER INTERNATIONAL, INC. STOCK OPTION AGREEMENTStock Option Agreement • October 24th, 2003 • Diamondcluster International Inc • Services-management consulting services • Illinois
WHEREAS, DiamondCluster International, Inc., a Delaware corporation (the “Company”), has adopted the DiamondCluster International, Inc. 1998 Equity Incentive Plan and the DiamondCluster International, Inc. 2000 Stock Option Plan, as amended from time to time, and incorporated herein (each, the “Plan”), which provides for, among other things, the grant of qualified and/or nonqualified stock options to employees of the Company as selected by the Committee to purchase shares of $.001 par value common stock of the Company;
STOCK PURCHASE AGREEMENT By and Between DIAMONDCLUSTER INTERNATIONAL B.V., And MERCER MANAGEMENT CONSULTING, INC. July 19, 2006Stock Purchase Agreement • November 8th, 2006 • Diamond Management & Technology Consultants, Inc. • Services-management consulting services • Delaware
THIS AGREEMENT is made on July 19, 2006, by and between DIAMONDCLUSTER INTERNATIONAL B.V., a company incorporated with limited liability under the laws of the Netherlands (the “Seller”); and MERCER MANAGEMENT CONSULTING, INC., a Delaware corporation (“Buyer”). Unless otherwise provided, capitalized terms used herein are defined in Article XI below.
