MASTER AMENDMENT TO SUBORDINATED NOTESMaster Amendment to Subordinated Notes • February 27th, 2008 • Evolving Systems Inc • Services-computer programming services • Delaware
This Master Amendment to Subordinated Notes (this “Amendment”) is entered into effective as of February 22, 2008 (the “Effective Date”), by and among (i) Evolving Systems, Inc., a Delaware corporation (“Maker”) and (ii) the holders of the Subordinated Notes identified on the signature pages hereto (the “Junior Creditors”).
EVOLVING SYSTEMS LIMITED BRIDGE BANK, N.A. LOAN AGREEMENTLoan Agreement • February 27th, 2008 • Evolving Systems Inc • Services-computer programming services • California
This LOAN AGREEMENT is entered into as of February 22, 2008, by and between BRIDGE BANK, N.A. (“Bank”) and EVOLVING SYSTEMS LIMITED (“Borrower”).
EVOLVING SYSTEMS, INC. BRIDGE BANK, N.A. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 27th, 2008 • Evolving Systems Inc • Services-computer programming services • California
This LOAN AND SECURITY AGREEMENT is entered into as of February 22, 2008, by and between BRIDGE BANK, N.A. (“Bank”) and EVOLVING SYSTEMS, INC. (“Borrower”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • February 27th, 2008 • Evolving Systems Inc • Services-computer programming services
This Intellectual Property Security Agreement is entered into as of February 22, 2008 by and between BRIDGE BANK, N.A. (“Bank”) and EVOLVING SYSTEMS, INC., a Delaware corporation (“Grantor”).
SUBORDINATION AGREEMENTSubordination Agreement • February 27th, 2008 • Evolving Systems Inc • Services-computer programming services • California
THIS SUBORDINATION AGREEMENT (this “Agreement”) is made as of February 22, 2008 by and among (i) each of the parties a signatory hereto as junior creditors (each individually and all collectively, together with their successors and assigns and all other holders of Junior Debt, the “Junior Creditors”); (ii) EVOLVING SYSTEMS, INC., a Delaware corporation, (“ESI”), and the other US Obligors on the signature page hereto (if any); and (iii) BRIDGE BANK, N.A., the “Senior Creditor”).
UNCONDITIONAL GUARANTY (UK GUARANTOR)Unconditional Guaranty • February 27th, 2008 • Evolving Systems Inc • Services-computer programming services • California
BRIDGE BANK, N.A. (“Lender”) proposes to enter into a loan transaction with EVOLVING SYSTEMS LIMITED (“Borrower”), which is a direct, Wholly-Owned Subsidiary of the undersigned guarantor (“Guarantor”). The loan and other credit extensions are being made by Lender to Borrower pursuant to a Loan Agreement dated as of February 22, 2008 (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced from time to time (the “Agreement”). Guarantor expects to derive economic benefit from Lender’s doing so and dealing with Borrower in accordance with the Agreement and other Loan Documents. All terms used without definition in this Guaranty shall have the meaning assigned to them in the Agreement. Terms defined in the California Uniform Commercial Code as in effect from time to time (the “Code”) and not otherwise defined in this Guaranty or the Agreement shall have the meanings defined for those terms in the Code. With respect to terms define
Standstill AgreementStandstill Agreement • February 27th, 2008 • Evolving Systems Inc • Services-computer programming services • Delaware
This STANDSTILL AGREEMENT, dated February 25, 2008 (the “Agreement”), is by and between Evolving Systems, Inc., a Delaware corporation (the “Company”), and Karen Singer, as Trustee of the Singer Children’s Management Trust (the “Stockholder” and, together with the Stockholder’s Affiliates (as defined below) and Associates (as defined below) from time to time, the “Singer Group”).
UNCONDITIONAL GUARANTY (US GUARANTOR)Unconditional Guaranty • February 27th, 2008 • Evolving Systems Inc • Services-computer programming services • California
BRIDGE BANK, N.A. (“Lender”) proposes to enter into a loan transaction with EVOLVING SYSTEMS LIMITED (“Borrower”), which is an indirect, Wholly-Owned Subsidiary of the undersigned guarantor (“Guarantor”). The loan and other credit extensions are being made by Lender to Borrower pursuant to a Loan Agreement dated as of February 22, 2008 (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced from time to time (the “Agreement”). Guarantor expects to derive economic benefit from Lender’s doing so and dealing with Borrower in accordance with the Agreement and other Loan Documents. All terms used without definition in this Guaranty shall have the meaning assigned to them in the Agreement. Terms defined in the California Uniform Commercial Code as in effect from time to time (the “Code”) and not otherwise defined in this Guaranty or the Agreement shall have the meanings defined for those terms in the Code. With respect to terms def
