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EXHIBIT 10.30
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TECHNOLOGY PURCHASE AGREEMENT
DATED AS OF DECEMBER 31, 1997
BETWEEN
SPATIAL TECHNOLOGY INC.
AND
THREE-SPACE LIMITED
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TECHNOLOGY PURCHASE AGREEMENT
This TECHNOLOGY PURCHASE AGREEMENT (the "AGREEMENT"), is dated as of
December 31, 1997, by and between SPATIAL TECHNOLOGY INC., a Delaware
corporation (the "COMPANY") and THREE-SPACE LIMITED a limited Company organized
under the Laws of England ("THREE-SPACE").
WHEREAS, the Company has authorized the sale and issuance of an aggregate
of two hundred fifty thousand (250,000) shares of its Common Stock (the
"SHARES") for issuance pursuant to this Agreement;
WHEREAS, the Company and Three-Space are parties to a Development Agreement
dated June 26, 1987, as amended through the date hereof (the "Prior Development
Agreement"), and a Marketing Agreement dated May 26, 1989, as amended through
the date hereof (the "Marketing Agreement") pursuant to which Three-Space has
certain ownership rights to the Existing Assets (as defined in Section 1(a)
hereof) and the In-Process Research (as defined in Section 1(a) hereof) (the
Existing Assets and In-Process Research are hereafter referred to as the
"Transferable Assets"); and
WHEREAS, the Company and Three-Space desire to enter into a new Development
Agreement, transfer all rights of Three-Space to the Transferable Assets and to
terminate and forever release the Prior Development Agreement and Marketing
Agreement in consideration for the Company's issuance to Three-Space (or its
Directors, if requested by Three-Space) the Shares and the payment by the
Company to Three-Space of $850,625US Dollars.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
representations, warranties, covenants and agreements contained herein, the
parties hereto agree as follows:
1. PURCHASE OF TECHNOLOGY.
(a) EXISTING TECHNOLOGY. In consideration for the Company's payment of
250,000 shares of its Common Stock and $850,625.00, US Dollars, THREE-SPACE
hereby assigns, sells, transfers and conveys to the Company all of its right,
title and interest, on a worldwide basis, in and to all software, designs,
copyrights, documentation, patents, trade secrets and any other technology or
intellectual property rights that: (i) are incorporated into the ACIS 3.0
software and its related husks (the " Existing Assets"), (ii) have been or are
in the process of being developed as of December 31, 1997 pursuant to the Prior
Development Agreement (the "In Process Research"). Five hundred thousand dollars
($500,000) of the cash consideration was paid on December 31, 1997 and the
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remaining cash consideration shall be paid on January 9, 1997. All stock
consideration shall be payable upon execution of this Agreement provided that,
the Company shall use its best efforts to have its transfer agent issue stock
certificate(s) as soon thereafter as reasonably practicable.
(b) FURTHER COVENANTS AND OBLIGATIONS OF THREE-SPACE FOR TRANSFER. Upon
each request by the Company, THREE-SPACE agrees to promptly execute documents,
testify and take other acts at the Company's expense and as reasonably requested
by the Company in order to apply for and obtain, in the Company's name and for
its benefit, utility and design patents, copyrights, mask works, trademarks,
trade secrets, and all other technology and intellectual property rights
throughout the world related to any of the Transferable Assets, and to transfer,
effect, confirm, perfect, record, preserve, protect and enforce all right, title
and interest transferred hereunder.
2. REPRESENTATIONS AND WARRANTIES.
(a) REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to Three-Space as follows:
(i) The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware. The
Company has the corporate power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. This Agreement has been duly
executed and delivered by the Company and, assuming the due authorization,
execution and delivery thereof by the Three-Space, constitutes the legal, valid
and binding obligation of the Company, enforceable against the Company in
accordance with its terms;
(ii) The execution and delivery by the Company of this Agreement
will not (i) conflict with the Certificate of Incorporation or Bylaws of the
Company, (ii) result in any material breach of any terms or provisions of, or
constitute a material default under, any material contract, agreement or
instrument to which the Company is a party or by which the Company is bound or
(iii) violate in any material respect any law, rule or regulation applicable to
the Company;
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(iii) The Common Stock issuable pursuant to this Agreement shall be of
the same class and denomination and shall (subject only to restrictions imposed
under relevant securities legislation) rank pari passu in all respects with
the Common Stock of the Company as listed as at the date hereof on the American
Stock Exchange.
(b) REPRESENTATIONS AND WARRANTIES OF THE THREE-SPACE. Three-Space hereby
represents and warrants to the Company as follows:
(i) Three-Space has the power and authority necessary to execute and
deliver this Agreement and to perform its obligations hereunder. The execution
and delivery by Three-Space of this Agreement and the performance by it of its
obligations hereunder have been duly authorized by all necessary action of
Three-Space. This Agreement has been duly executed and delivered by Three-Space
and, assuming the due authorization, execution and delivery thereof by the
Company, constitutes the legal, valid and binding obligation of Three-Space,
enforceable against Three-Space in accordance with its terms;
(ii) The execution and delivery by Three-Space of this Agreement will
not (i) conflict with the organizational documents of Three-Space, (ii) result
in any material breach of any terms or provisions of, or constitute a material
default under, any material contract, agreement or instrument to which the
Three-Space is a party or by which the Three-Space is bound or (iii) violate in
any material respect any English law, rule or regulation applicable to the
Three-Space;
(iii) Except for the rights of the Company in the Transferable Assets,
Three-Space owns the Transferable Assets and has the right to transfer and
assign such ownership rights to the Company free and clear of all liens and
encumbrances, including but not limited to any tax or similar liens.
(iv) To the best of the knowledge of Three-Space, the Transferable
Assets do not infringe any patent, copyright, trade secret or other proprietary
right of any third party.
(c) INVESTMENT REPRESENTATIONS OF THREE-SPACE. Three-Space represents as
follows:
(i) It is an "accredited investor" as that term is defined in Rule 501
of Regulation D under the Securities Act of 1933, as amended (the "SECURITIES
ACT"), and is acquiring the Shares for investment solely for its own account
and not with a view to or in connection with the distribution thereof
otherwise than any distribution to its Directors or their family members;
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(ii) It (i) has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of its
investment in the Shares and has concluded that it is able to bear these risks,
and (ii) fully understands and acknowledges that its investment in the Shares is
a speculative investment which involves a high degree of risk of loss of its
investment;
(iii) It acknowledges that it has been informed by the Company
that the Shares have not been registered under the Securities Act of 1933, as
amended, (the "Act"). As a result, it has been informed that the Shares are
characterized as "restricted securities" under the Act and can be resold without
registration only under certain limited circumstances, such as complying with
the provisions of Rule 144 promulgated under the Act. It is aware that under
Rule 144 the Shares may be resold following the expiration of one year from the
date of issue if the provisions of Rule 144 are satisfied, including the
existence of a public market for the shares, the availability of current public
information about the Company, the sale being effected through a "broker's
transaction" or in a transaction directly with a "market maker" and the shares
being sold do not exceed the volume limitations of Rule 144.
3. MISCELLANEOUS.
(a) BINDING EFFECT; SUCCESSORS AND ASSIGNS. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns. This Agreement may not be assigned by
either party hereto without the prior written consent of the other party
(provided that any sales or other transfers of Shares made in accordance
herewith shall not require such consent).
(b) AMENDMENT; WAIVER. This Agreement may be amended only by a
written instrument signed by the parties hereto. No waiver by either party
hereto of any provision hereof shall be effective unless set forth in a writing
executed by the party so waiving.
(c) GOVERNING LAW. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of New York without
regard to the conflicts of laws provisions thereof.
(d) EXPENSES. Each of the parties hereto shall bear its own expenses.
(e) REGISTRATION RIGHTS. Concurrent with the execution of this
Agreement the Company and the Principals shall enter into a Piggy-Back
Registration Rights Agreement (the "Registration Rights Agreement")
substantially in the form attached hereto as EXHIBIT A.
(f) INTEGRATION; TERMINATION AND RELEASE OF PRIOR DEVELOPMENT
AGREEMENT AND MARKETING AGREEMENT. Except for the provisions of the Software
Consulting
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Agreement and Registration Rights Agreement dated the same date hereof, this
Agreement and the documents referred to herein, contain the entire understanding
of the parties. There are no agreements, representations, warranties, covenants
or undertakings of either party other than those expressly set forth above. This
Agreement supersedes all prior agreements and understandings between the parties
with respect to the subject matter hereof and thereof and specifically
terminates and fully releases any obligations of the parties pursuant to the
Marketing Agreement, the Letter Agreement dated December 31, 1997 and Prior
Development Agreement and any amendment, letter agreement or supplement thereto.
(g) COUNTERPARTS. This Agreement may be executed in two or more
counterparts, and by different parties on separate counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by persons duly authorized as of the date first above written.
SPATIAL TECHNOLOGY INC.
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇, Chief Executive Officer
THREE-SPACE LIMITED
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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EXHIBIT A - PIGGY-BACK
REGISTRATION RIGHTS AGREEMENT
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