0001104659-02-001280 Sample Contracts

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”).

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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.

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”).

CORNISH & CAREY COMMERCIAL
Zamba Corp • April 1st, 2002 • Services-computer programming, data processing, etc.
SUBLEASE CONSENT AND AGREEMENT
Sublease Consent and Agreement • April 1st, 2002 • Zamba Corp • Services-computer programming, data processing, etc. • California

This Sublease Consent and Agreement (“Agreement”) dated for reference purposes only as February 7, 2002, is made by and among SQUARE 24 ASSOCIATES, a District of Columbia limited partnership (d.b.a. SQUARE 24 ASSOCIATES, L.P.) (“Landlord”), ZAMBA CORPORATION, a Delaware corporation (“Tenant”), and PARK PLACE CAPITAL CORPORATION, a California corporation (“Subtenant”).

Sublessor: Zamba Corporation Subleased Premises: 655 Campbell Technology Parkway
Zamba Corp • April 1st, 2002 • Services-computer programming, data processing, etc.
SILICON VALLEY BANK REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 1st, 2002 • Zamba Corp • Services-computer programming, data processing, etc. • California

THIS REGISTRATION RIGHTS AGREEMENT is entered into as of December 31, 2001 by and between SILICON VALLEY BANK (“Purchaser”) and ZAMBA CORPORATION (the “Company”).

AMENDMENT NO. 1. TO STOCK PURCHASE AGREEMENT DATED FEBRUARY 26, 2002
Stock Purchase Agreement • April 1st, 2002 • Zamba Corp • Services-computer programming, data processing, etc.

This Amendment No. 1 (“Amendment”) to the Stock Purchase Agreement dated February 26, 2002 (“Agreement”) is made and entered into as of the 25th day of March, 2002, by and between Zamba Corporation, a Delaware corporation (“Zamba”), and Joseph B. Costello (the “Purchaser”).

THIRD AMENDMENT TO LEASE
Lease • April 1st, 2002 • Zamba Corp • Services-computer programming, data processing, etc.

THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is dated February 6, 2002 (for reference purposes only) by and between SQUARE 24 ASSOCIATES, a District of Columbia limited partnership (d.b.a. SQUARE 24 ASSOCIATES, L.P.) (“Landlord”), and ZAMBA CORPORATION, a Delaware corporation (“Tenant”).

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