Evolve Software Inc Sample Contracts

VOTING AGREEMENT
Voting Agreement • October 24th, 2001 • Evolve Software Inc • Services-prepackaged software • Delaware
RECITALS
Loan and Security Agreement • September 28th, 2001 • Evolve Software Inc • Services-prepackaged software • California
AGREEMENT ---------
Registration Rights Agreement • October 24th, 2001 • Evolve Software Inc • Services-prepackaged software • Delaware
RECITALS
Loan and Security Agreement • November 14th, 2001 • Evolve Software Inc • Services-prepackaged software • California
WARRANT To Purchase Shares of Common Stock of Evolve Software, Inc.
Warrant Agreement • October 3rd, 2001 • Evolve Software Inc • Services-prepackaged software • Delaware
RECITALS
Forbearance Agreement • February 14th, 2003 • Evolve Software Inc • Services-prepackaged software
RECITALS
Loan Agreement • May 14th, 2002 • Evolve Software Inc • Services-prepackaged software
EXHIBIT 2.1 ASSET ACQUISITION AGREEMENT
Asset Acquisition Agreement • July 17th, 2001 • Evolve Software Inc • Services-prepackaged software • California
ASSET PURCHASE AGREEMENT BY AND AMONG PRIMAVERA SOFTWARE, INC. PRIMAVERA SYSTEMS, INC. AND EVOLVE SOFTWARE, INC. TABLE OF CONTENTS
Asset Purchase Agreement • April 25th, 2003 • Evolve Software Inc • Services-prepackaged software • Delaware
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
JOINT FILING AGREEMENT
Joint Filing Agreement • October 3rd, 2001 • Evolve Software Inc • Services-prepackaged software
EVOLVE SOFTWARE, INC. NON-PLAN STOCK OPTION AGREEMENT
Non-Plan Stock Option 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
SERIES B
Preferred Stock Purchase Agreement • August 30th, 2002 • Evolve Software Inc • Services-prepackaged software • Delaware
AGREEMENT ---------
Series B Preemptive Rights Agreement • August 30th, 2002 • Evolve Software Inc • Services-prepackaged software • Delaware
FORM OF PROMISE TO GRANT STOCK OPTION(S) --------------------------------
Promise to Grant Stock Option(s) • December 5th, 2001 • Evolve Software Inc • 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.

Agreement ---------
Stockholder Rights Agreement • July 14th, 2000 • Evolve Software Inc • Services-prepackaged software • California
BETWEEN
Office Lease • March 21st, 2000 • Evolve Software Inc • Services-prepackaged software • California