0001104659-04-035034 Sample Contracts

PLEDGE AGREEMENT
Pledge Agreement • November 10th, 2004 • Evolving Systems Inc • Services-computer programming services • Delaware

THIS PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of this 2nd day of November, 2004 by Evolving Systems, Inc., a Delaware corporation (“Maker”), in favor of Advent International Corporation, a Delaware corporation, as collateral agent (in such capacity, “Collateral Agent”) for the holders of the Notes (defined below) from time to time (each individually a “Payee” and collectively, the “Payees”).

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PATENT SECURITY AGREEMENT
Patent Security Agreement • November 10th, 2004 • Evolving Systems Inc • Services-computer programming services • Delaware

PATENT SECURITY AGREEMENT, dated as of this 2nd day of November, 2004, by and between Evolving Systems, Inc., a Delaware corporation (the “Maker”), and Advent International Corporation, a Delaware corporation, as collateral agent (in such capacity, “Collateral Agent”) for the holders of the Notes (defined below) from time to time (each individually a “Payee” and collectively, the “Payees”).

SECURITY AGREEMENT
Security Agreement • November 10th, 2004 • Evolving Systems Inc • Services-computer programming services • Delaware

SECURITY AGREEMENT, dated as of this 2nd day of November, 2004, by and between Evolving Systems, Inc., a Delaware corporation (the “Maker”), and Advent International Corporation, a Delaware corporation, as collateral agent (in such capacity, “Collateral Agent”) for the holders of the Notes (defined below) from time to time (each individually a “Payee” and collectively, the “Payees”).

INVESTOR RIGHTS AGREEMENT BY AND AMONG EVOLVING SYSTEMS, INC., TERTIO TELECOMS GROUP LTD. AND THE INVESTORS LISTED HEREIN DATED: NOVEMBER 2, 2004
Investor Rights Agreement • November 10th, 2004 • Evolving Systems Inc • Services-computer programming services • Delaware

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) dated November _2_, 2004 by and among EVOLVING SYSTEMS, INC., a Delaware corporation (the “Company”), TERTIO TELECOMS GROUP LTD., a an entity formed and registered in England and Wales with a company number 4419858 (“Tertio”) and the entities listed on the signature pages hereto (such entities and Tertio are hereinafter referred to collectively as the “Investors”).

STOCK PURCHASE AGREEMENT BY AND AMONG EVOLVING SYSTEMS, INC., EVOLVING SYSTEMS HOLDING LIMITED, TERTIO TELECOMS GROUP, LTD. AND TERTIO TELECOMS, LTD. DATED NOVEMBER 2, 2004
Stock Purchase Agreement • November 10th, 2004 • Evolving Systems Inc • Services-computer programming services • Delaware

THIS STOCK PURCHASE AGREEMENT (“Agreement”) is made as of November 2, 2004, by and among Evolving Systems, Inc., a Delaware corporation (“Buyer”), Evolving Systems Holdings Limited, an entity formed and registered in England and Wales with company number 5272751 (“Buyer UK Sub”), Tertio Telecoms Group, Ltd., an entity formed and registered in England and Wales with company number 4419858 (“Parent”), and Tertio Telecoms, Ltd., an entity formed and registered in England and Wales with company number 2325854 (“Company”).

TRADEMARK SECURITY AGREEMENT
Trademark Security Agreement • November 10th, 2004 • Evolving Systems Inc • Services-computer programming services • Delaware

TRADEMARK SECURITY AGREEMENT, dated as of this 2nd day of November, 2004, by and between Evolving Systems, Inc., a Delaware corporation (the “Maker”), and Advent International Corporation, a Delaware corporation, as collateral agent (in such capacity, “Collateral Agent”) for the holders of the Notes (defined below) from time to time (each individually a “Payee” and collectively, the “Payees”).

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