Preview | Acquisition Agreement |

ACQUISITION AGREEMENT

OF

TELECOM SOFTWARE ENTERPRISES, LLC

AMONG

EVOLVING SYSTEMS, INC.,
(BUYER)

LISA MARIE MAXSON
AND
PETER MCGUIRE
(SELLERS)

TABLE OF CONTENTS

1.	SALE AND TRANSFER OF INTERESTS; CLOSING
	1.1	Interests
	1.2	Purchase Price
	1.3	Adjustment Amount
	1.4	Deferred Payments

2.	REPRESENTATIONS AND WARRANTIES OF SELLERS
	2.1	Organization and Good Standing
	2.2	Power, Authorization and Validity
	2.3	Capitalization
	2.4	Subsidiaries
	2.5	No Violation of Articles of Organization or Existing Agreements
	2.6	Litigation
	2.7	Company Financial Statements
	2.8	Employee and Labor Matters
	2.9	Taxes
	2.10	Title to Properties; Condition of Equipment and Property
	2.11	Absence of Certain Changes
	2.12	Agreements and Commitments
	2.13	Intellectual Property
	2.14	Compliance with Laws
	2.15	Certain Transactions and Agreements
	2.16	Benefit Plans; ERISA.
	2.17	Books and Records
	2.18	Insurance
	2.19	Environmental, Health and Safety Matters
	2.20	Product and Service Warranties
	2.21	Customers; Backlog; Returns and Complaints
	2.22	Suppliers
	2.23	Inventory
	2.24	Accounts Receivable
	2.25	Restrictions on Business Activities
	2.26	Certain Payments
	2.27	Bank Accounts
	2.28	Other Entities Liabilities
	2.29	Debt
	2.30	Company Documents
	2.31	No Brokers
	2.32	Disclosure

3.	REPRESENTATIONS AND WARRANTIES OF BUYER
	3.1	Organization and Good Standing
	3.2	Power, Authorization and Validity

Directory of Defined Terms

	Section

Accrued Liabilities	1.3
Agreement	Paragraph 1
Balance Sheet Date	2.7(a)
Bookings	1.4(a)(ii)
Buyer	Paragraph 1
Buyer Ancillary Agreements	3.2(a)
Cash Payment	1.2
Claim	2.6
Closing	4.1
Closing Date	4.1
Closing Financial Statements	1.3(a)
Company	Recitals
Company Ancillary Agreements	2.2(a)
Company Disclosure Letter	2
Consulting Agreements	4.1(c)
Contingent Reduction Amount	5.2(l)
Copyrights	2.13(a)(iii)
Damage Cap	5.2(c)
Damages	5.2(a)
Debt	2.29
Disagreement Notice	1.3(a)
Employee Benefit Plan	2.15(a)
Enforceability Exceptions	2.2(c)
Environmental, Health and Safety Requirements	2.19(a)
ERISA	2.15(a)
Escrow Agent	4.1(e)
Escrow Agreement	4.1(e)

	3.3	No Violation of Certificate or Existing Agreements
	3.4	Litigation
	3.5	No Brokers
	3.6	No Restrictions

4.	CLOSING MATTERS
	4.1	The Closing
	4.2	Seller Deliveries
	4.3	Buyer Deliveries

5.	SURVIVAL OF REPRESENTATIONS, INDEMNIFICATION AND REMEDIES
	5.1	Survival of Representations
	5.2	Agreement to Indemnify

6.	MISCELLANEOUS
	6.1	Governing Law; Dispute Resolution
	6.2	Assignment; Binding Upon Successors and Assigns
	6.3	Severability
	6.4	Counterparts
	6.5	Amendment and Waivers
	6.6	No Waiver
	6.7	Expenses
	6.8	Notices
	6.9	Stamp Duty
	6.10	Construction of Agreement
	6.11	Further Assurances
	6.12	Absence of Third-Party Beneficiary Rights
	6.13	Public Announcement
	6.14	Entire Agreement
	6.15	Sellers Release