EXHIBIT 10.4 EVOLVE SOFTWARE, INC. STAND ALONE STOCK OPTION AGREEMENT I. NOTICE OF STOCK OPTION GRANT -------------------------------- Linda Zecher [address] [address] [address] You have been granted a Nonstatutory Stock Option to purchase Common...Evolve Software Inc • October 10th, 2002 • Services-prepackaged software • California
VOTING AGREEMENTVoting Agreement • October 24th, 2001 • Evolve Software Inc • Services-prepackaged software • Delaware
RECITALSLoan and Security Agreement • September 28th, 2001 • Evolve Software Inc • Services-prepackaged software • California
EXHIBIT 1.1 5,000,000 Shares EVOLVE SOFTWARE, INC. Common Stock UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • August 2nd, 2000 • Evolve Software Inc • Services-prepackaged software • New York
EXHIBIT 10.21 CORTEZ SOFTWARE INTERNATIONAL, INC. RESTRICTED STOCK PURCHASE AGREEMENT This Agreement is made as of the 15/th/ day of May, 1995, by and between Cortez Software International, Inc., a Delaware corporation (the "Company"), and Russell...Security Agreement • June 27th, 2000 • Evolve Software Inc • Services-prepackaged software • California
AGREEMENT ---------Registration Rights Agreement • October 24th, 2001 • Evolve Software Inc • Services-prepackaged software • Delaware
RECITALSLoan and Security Agreement • November 14th, 2001 • Evolve Software Inc • Services-prepackaged software • California
EXHIBIT (a)(5)(ii) EVOLVE SOFTWARE, INC. 2000 STOCK PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. I. NOTICE OF STOCK OPTION GRANT...Stock Option Agreement • December 5th, 2001 • Evolve Software Inc • Services-prepackaged software • Delaware
EXHIBIT 10.2 LICENSE AGREEMENT This LICENSE AGREEMENT ("Agreement") is made and entered into to be effective as of March 22, 1999 (the "Effective Date") between Evolve Software, Inc., a Delaware corporation with its principal place of business at 615...License Agreement • August 2nd, 2000 • Evolve Software Inc • Services-prepackaged software • California
RECITALSForbearance Agreement • February 14th, 2003 • Evolve Software Inc • Services-prepackaged software
RECITALSLoan Agreement • May 14th, 2002 • Evolve Software Inc • Services-prepackaged software
EXHIBIT 10.3 1400 65th STREET, EMERYVILLE, CALIFORNIA AMENDED AND RESTATED OFFICE BUILDING NET LEASE THIS AMENDED AND RESTATED OFFICE BUILDING NET LEASE COMPLETELY REPLACES AND SUPERCEDES THE OFFICE BUILDING NET LEASE DATED NOVEMBER 3, 1999, AS...Evolve Software Inc • September 28th, 2001 • Services-prepackaged software • California
EXHIBIT 10.4 . 1400 65/th/ STREET, EMERYVILLE, CALIFORNIA . . OFFICE BUILDING NET LEASE . BASIC LEASE INFORMATION Date of Lease: November 3, 1999 Landlord: BEP-EMERYVILLE, L.P. Landlord's Address: c/o Ellis Partners, Inc. 433 California Street, Suite...Evolve Software Inc • March 21st, 2000 • Services-prepackaged software • California
EXHIBIT 4.5 EVOLVE SOFTWARE, INC. RESTRICTED STOCK PURCHASE AGREEMENT This Agreement is made as of the _____ day of January, 1998, by and between Evolve Software, Inc., a Delaware corporation (the "Company"), and John P. Bantleman ("Purchaser"). In...Security Agreement • January 16th, 2001 • Evolve Software Inc • Services-prepackaged software • California
EVOLVE SOFTWARE, INC. NON-PLAN STOCK OPTION AGREEMENTEvolve Software Inc • January 16th, 2001 • Services-prepackaged software • California
EXHIBIT 2.1 ASSET ACQUISITION AGREEMENTAsset Acquisition Agreement • July 17th, 2001 • Evolve Software Inc • Services-prepackaged software • California
JOINT FILING AGREEMENTJoint Filing Agreement • October 3rd, 2001 • Evolve Software Inc • Services-prepackaged software
FORM OF VOTING AGREEMENTForm of Voting Agreement • October 3rd, 2001 • Evolve Software Inc • Services-prepackaged software • Delaware
ASSET PURCHASE AGREEMENT BY AND AMONG PRIMAVERA SOFTWARE, INC. PRIMAVERA SYSTEMS, INC. AND EVOLVE SOFTWARE, INC. TABLE OF CONTENTSAsset Purchase Agreement • April 25th, 2003 • Evolve Software Inc • Services-prepackaged software • Delaware
Exhibit 4.3 EVOLVE SOFTWARE, INC. RESTRICTED STOCK PURCHASE AGREEMENT This Agreement is made as of the ___ day of ___________________, _____, by and between Evolve Software, Inc., a Delaware corporation (the "Company"), and _____________...Security Agreement • January 16th, 2001 • Evolve Software Inc • Services-prepackaged software • California
AMENDMENT #1 TO THE ASSET PURCHASE AGREEMENT BY AND AMONG PRIMAVERA SOFTWARE, INC. PRIMAVERA SYSTEMS, INC. AND EVOLVE SOFTWARE, INC.The Asset Purchase Agreement • April 25th, 2003 • Evolve Software Inc • Services-prepackaged software
SERIES BPreferred Stock Purchase Agreement • August 30th, 2002 • Evolve Software Inc • Services-prepackaged software • Delaware
EXHIBIT 4.6 EVOLVE SOFTWARE, INC. RESTRICTED STOCK PURCHASE AGREEMENT This Agreement is made as of the _____ day of September, 1997, by and between Evolve Software, Inc., a Delaware corporation (the "Company"), and Michael Seashols ("Purchaser"). In...Restricted Stock Purchase Agreement • January 16th, 2001 • Evolve Software Inc • Services-prepackaged software • California
Agreement ---------Preemptive Rights Agreement • October 3rd, 2001 • Evolve Software Inc • Services-prepackaged software • Delaware
SECOND AMENDMENT TO AMENDED AND RESTATED OFFICE BUILDING NET LEASE THIS SECOND AMENDMENT TO AMENDED AND RESTATED OFFICE BUILDING NET LEASE (the "Amendment") is made as of October 4, 2001, by and between BEP-EMERY TECH LLC, a Delaware limited liability...Evolve Software Inc • February 14th, 2002 • Services-prepackaged software
EXHIBIT 4.2 EVOLVE SOFTWARE, INC. RESTRICTED STOCK PURCHASE AGREEMENT This Agreement is made as of the _____ day of ____, ____, by and between Evolve Software, Inc., a Delaware corporation (the "Company"), and ___________________ ("Purchaser"). In...Security Agreement • January 16th, 2001 • Evolve Software Inc • Services-prepackaged software • California
Exhibit 10.1 EVOLVE SOFTWARE, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is effective as of this ___th day of March, 2000, by and between Evolve Software, Inc., a Delaware corporation (the "Company"), and...Indemnification Agreement • March 20th, 2000 • Evolve Software Inc • Delaware
LEASE TERMINATION AGREEMENT This Lease Termination Agreement (this "Agreement") is made effective as of August 22, 2002, by and between BEP-EMERY TECH LLC, a Delaware limited liability company ("Landlord"), and EVOLVE SOFTWARE, INC., a Delaware...Lease Termination Agreement • September 30th, 2002 • Evolve Software Inc • Services-prepackaged software
EVOLVE SOFTWARE, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT For ARTHUR T. TAYLOR This Agreement (the "Agreement") is made effective as of June 21, 2002, by and between Evolve Software, Inc., a Delaware corporation (the "Company") and Arthur T....Control and Severance Agreement • September 30th, 2002 • Evolve Software Inc • Services-prepackaged software • California
SUBLEASE THIS SUBLEASE ("Sublease") is made as of the 12th day of September 2002, (the "Effective Date"), by and between Providian Financial Corporation, a Delaware corporation ("Sublessor") and Evolve Software, Inc., a Delaware corporation...Evolve Software Inc • September 30th, 2002 • Services-prepackaged software
Agreement ---------Stockholder Rights Agreement • July 14th, 2000 • Evolve Software Inc • Services-prepackaged software • California
AGREEMENT ---------Series B Preemptive Rights Agreement • August 30th, 2002 • Evolve Software Inc • Services-prepackaged software • Delaware
FORM OF PROMISE TO GRANT STOCK OPTION(S) --------------------------------Evolve Software Inc • December 5th, 2001 • Services-prepackaged software
In exchange for your agreement to cancel certain stock options ("Old Option(s)") you received from Evolve Software, Inc. ("Evolve"), Evolve hereby promises to grant you a stock option or options, as applicable, covering _________ shares of Evolve's common stock on July 8, 2002 (the "New Option(s)"), which is the same number of shares subject to the options which you tendered for exchange and which were cancelled on January 4, 2002. The exercise price of each New Option will be the closing price of Evolve's common stock as listed on the Nasdaq National Market on July 8, 2002, except as otherwise set forth in the Exchange Offer Documents (as defined below). Each New Option will vest according to the same vesting schedule as the Old Option it replaces, subject to your continued employment with Evolve, as described below. Each New Option will otherwise be subject to the standard terms and conditions under Evolve's 2000 Stock Plan and applicable form of stock option agreement.
CONSENT TO SUBLEASE THIS AGREEMENT is entered into as of the 23rd day of September, 2002, by and among PACIFIC SPEAR CORPORATION, a Delaware corporation ("Landlord") and PROVIDIAN FINANCIAL, INC., a Delaware corporation ("Tenant"), and EVOLVE...Agreement • September 30th, 2002 • Evolve Software Inc • Services-prepackaged software • California
EXHIBIT 2.2 EVOLVE SOFTWARE, INC. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement") is made as of June 29, 2001, between Evolve Software, Inc., a Delaware corporation ("Evolve"), and Vivant! Corporation, a Delaware...Registration Rights Agreement • July 17th, 2001 • Evolve Software Inc • Services-prepackaged software • California
