-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HNUlVAtjSHIdBDDFn8pmIl+vCeiAunlAsKSW3HUSDrm0WG5J+U8Lq5Hnd+oNZALP OLJTlQ789g4JFrqpFo6gIA== 0000950134-98-000277.txt : 19980119 0000950134-98-000277.hdr.sgml : 19980119 ACCESSION NUMBER: 0000950134-98-000277 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19971231 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980116 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPATIAL TECHNOLOGY INC CENTRAL INDEX KEY: 0000852437 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 841035353 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-28842 FILM NUMBER: 98507936 BUSINESS ADDRESS: STREET 1: 2425 55TH STREET BLDG A CITY: BOULDER STATE: CO ZIP: 803012 BUSINESS PHONE: 3034490649 MAIL ADDRESS: STREET 1: 2425 55TH STREET STREET 2: BUILDING A CITY: BOULDER STATE: CO ZIP: 80301 8-K 1 FORM 8-K FOR YEAR ENDING DECEMBER 31, 1997 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 31, 1997 SPATIAL TECHNOLOGY INC. DELAWARE 0-288-42 84-1035353 (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) 2425 55TH STREET, SUITE 100 BOULDER, COLORADO 80301 (303) 449-0649 (Address of Principal Executive Offices and telephone number, including area code) 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS (a) On December 31, 1997, pursuant to the terms of the Technology Purchase Agreement, by and between Spatial Technology Inc. (the "Company") and Three-Space Limited, a limited company organized under the laws of England ("TSL") (the "Purchase Agreement"), the Company acquired from TSL all right, title and interest to all software, designs, copyrights, documentation, patents, trade secrets and other technology or other intellectual property rights that (i) are incorporated into the ACIS 3.0 software and its related husks (the "Existing Assets") and (ii) were developed, or were in the process of being developed, by TSL as of December 31, 1997 pursuant to the Development Agreement (the "Prior Development Agreement"), by and between the Company and TSL, dated June 26, 1987, as amended (the "In Process Research") (the Existing Assets and the In Process Research being collectively referred to as the "Assets"). In connection with the acquisition of the Assets pursuant to the Purchase Agreement, the Company granted TSL certain registration rights (the "Registration Rights") as set forth in the Registration Rights Agreement, by and between the Company and TSL, dated as of December 31, 1997. Such Registration Rights Agreement provides that if the Company proposes to register any of its securities under the Securities Act of 1933, either for its own account or for the account of other security holders, TSL, or its assignees, is entitled to notice of the registration and is entitled to include, at the Company's expense, shares of Common Stock held by it (as defined below). The consideration provided by the Company in connection with the foregoing transaction consisted of the following: (i) $850,625.00 in cash and (ii) the issuance of an aggregate of 250,000 shares of common stock of the Company (the "Common Stock"). The purchase price was determined through negotiations between the Company and TSL. The Company funded the cash portion of the consideration paid to TSL from general working capital. In connection with the foregoing transaction, the parties forever released and terminated in their entirety the Prior Development Agreement and the Marketing Agreement, by and between the Company and TSL, dated May 31, 1989, and entered into the Software Consulting Agreement, by and between the Company and TSL, dated as of December 31, 1997 (the "Consulting Agreement"). Pursuant to the terms of the Consulting Agreement, TSL will provide certain consulting services to the Company in connection with the development of geometric modeling software and components; the Company will own all right, title and interest to any technology developed by TSL in connection therewith. (b) Not applicable. 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Not applicable. (b) Not applicable. (c) Exhibits. Exhibit Description Number of Document ------ ----------- 10.21* Development Agreement, by and between the Company and TSL, dated June 26, 1987, as amended. 10.22* Marketing Agreement, by and between the Company and TSL, dated May 31, 1989, as amended. 10.30 Technology Purchase Agreement, by and between the Company and TSL, dated as of December 31, 1997. 10.31 Registration Rights Agreement, by and between the Company and TSL, dated as of December 31, 1997. 10.32 Software Consulting Agreement, by and between the Company and TSL, dated December 31, 1997. * Previously filed with the Securities and Exchange Commission as an exhibit to the Company's Registration Statement on Form SB-2 (File No. 333-5416-D) and incorporated herein by reference thereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SPATIAL TECHNOLOGY INC. Date: January 15, 1998 /s/ R. Bruce Morgan -------------------------------------- R. Bruce Morgan President, Chief Operating Officer and Director 4 EXHIBIT INDEX
Exhibit Description Number of Document ------ ----------- 10.21* Development Agreement, by and between the Company and TSL, dated June 26, 1987, as amended. 10.22* Marketing Agreement, by and between the Company and TSL, dated May 31, 1989, as amended. 10.30 Technology Purchase Agreement, by and between the Company and TSL, dated as of December 31, 1997. 10.31 Registration Rights Agreement, by and between the Company and TSL, dated as of December 31, 1997. 10.32 Software Consulting Agreement, by and between the Company and TSL, dated December 31, 1997.
* Previously filed with the Securities and Exchange Commission as an exhibit to the Company's Registration Statement on Form SB-2 (File No. 333-5416-D) and incorporated herein by reference thereto. EX-10.30 2 TECHNOLOGY PURCHASE AGREEMENT 1 EXHIBIT 10.30 - -------------------------------------------------------------------------------- TECHNOLOGY PURCHASE AGREEMENT DATED AS OF DECEMBER 31, 1997 BETWEEN SPATIAL TECHNOLOGY INC. AND THREE-SPACE LIMITED - -------------------------------------------------------------------------------- 2 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 2. 3 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; 3. 4 (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; 4. 5 (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 5. 6 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. 6. 7 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/ RICHARD SOWAR -------------------------------------- Richard Sowar, Chief Executive Officer THREE-SPACE LIMITED By:/s/ CHARLES LANG -------------------------------------- Charles Lang 7. 8 EXHIBIT A - PIGGY-BACK REGISTRATION RIGHTS AGREEMENT 8. EX-10.31 3 REGISTRATION RIGHTS AGREEMENT 1 EXHIBIT 10.31 - -------------------------------------------------------------------------------- SPATIAL TECHNOLOGY INC. REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 31, 1997 - -------------------------------------------------------------------------------- 2 TABLE OF CONTENTS
PAGE 1. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . 1 2. RESTRICTIONS ON TRANSFER . . . . . . . . . . . . . . . . 2 3. REGISTRATION . . . . . . . . . . . . . . . . . . . . . . 3 3.1 Piggyback Registrations . . . . . . . . . . . . 3 3.2 Obligations of the Company . . . . . . . . . . . 4 3.3 Termination of Registration Rights . . . . . . . 5 3.4 Furnish Information. . . . . . . . . . . . . . 5 3.5 Delay of Registration . . . . . . . . . . . . . 5 3.6 Assignment of Registration Rights . . . . . . . 5 4. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . 5 4.1 Governing Law . . . . . . . . . . . . . . . . . 5 4.2 Successors and Assigns . . . . . . . . . . . . . 6 4.3 Addition of other Parties . . . . . . . . . . . 6 4.4 Severability . . . . . . . . . . . . . . . . . . 6 4.5 Amendment and Waiver . . . . . . . . . . . . . . 6 4.6 Notices, etc. . . . . . . . . . . . . . . . . . 6 4.7 Attorneys' Fees . . . . . . . . . . . . . . . . 6 4.8 Titles and Subtitles. . . . . . . . . . . . . . 6 4.9 Counterparts . . . . . . . . . . . . . . . . . . 6
3 SPATIAL TECHNOLOGY INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of the 31st day of December, 1997, by and between SPATIAL TECHNOLOGY INC., a Delaware corporation (the "Company"), THREE SPACE LIMITED, a limited liability company organized under the laws of the United Kingdom ("TSL"), and such other parties that may be added to the Agreement by execution of an Additional Party Signature Page as described in Section 5.3 below (collectively, the "Investors"). NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that: 1. DEFINITIONS 1.1 The term "HOLDER" means any Investor owning of record Registrable Securities that have not been sold to the public or any assignee of record of such Registrable Securities in accordance with Section 2.1 hereof. 1.2 The terms "REGISTER," "REGISTERED," and "REGISTRATION" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document. 1.3 The term "REGISTRABLE SECURITIES" means (a) Common Stock of the Company by the Holders (the "Common stock") and (b) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such above-described securities. Notwithstanding the foregoing, Registrable Securities shall not include any securities sold by a person to the public either pursuant to a registration statement or Rule 144 or sold in a private transaction in which the transferor's rights under Section 3 of this Agreement with respect to such registration rights are not assigned. 1.4 The term "SEC" or "COMMISSION" shall mean the Securities and Exchange Commission. 1.5 "AFFILIATE" as applied to any Person, means any other Person directly or indirectly controlling, controlled by# "controlling," "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of voting power with the ability to direct the management and policies of that Person, whether through voting power, by contract or otherwise. For purposes of this paragraph, "voting power" of any Person means the total number of votes that may be cast by the holders of the total number 1. 4 of outstanding shares of stock of any class or classes of such Person in any election of directors of such Person. 1.6 "PERSON" shall mean any individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature. 1.7 "FORM S-3" means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other document filed by the Company with the SEC. 1.8 "RULE 144" shall mean Rule 144 of the rules and regulations promulgated under the Securities Act of 1933, as amended. 1.9 "SECURITIES ACT" shall mean the Securities Act of 1933, as amended. 2. RESTRICTIONS ON TRANSFER 2.1 Each Investor agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 2.1, provided and to the extent such Section is then applicable and: (a) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) (A) Such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (B) if reasonably requested by the Company, such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144. (c) Notwithstanding the provisions of paragraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by an Investor which is a partnership to its partners in accordance with partnership interests provided the transferee will be subject to the terms of this Section 2.1 to the same extent as if he were an original Holder hereunder. 2.2 Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of the Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws or as provided elsewhere in the Agreement): 2. 5 First Legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL OR BASED ON OTHER WRITTEN EVIDENCE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. 2.3 The Company shall reissue promptly unlegended certificates at the request of any holder thereof if the holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend. 2.4 Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority such removal. 3. REGISTRATION 3.1 PIGGYBACK REGISTRATIONS. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the effectiveness of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to employee benefit plans and corporate reorganizations) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing. If a Holder decides not to include all of its Registrable Securities in the registration statement thereafter declared effective, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. (a) If the registration statement under which the Company gives notice under this Section 3.1 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to# participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. 3. 6 If the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated as follows: (x) in cases initially involving the registration for sale of Common Stock for the Company's own account, securities shall be registered in such offering as follows: (i) first, the shares of Common Stock which the Company proposes to register, (ii) second, the securities offered by investors pursuant to the Investors' Rights Agreement dated February 4, 1993, (iii) third, the Registrable Securities of Holders entitled to exercise "piggy-back" registration rights pursuant to this Agreement (pro rata based on the amount of shares of Common Stock sought to be registered by each such Person) and (iv) fourth, any other shares of Common Stock requested to be included in such registration; and (y) in cases not initially involving the registration for sale of Common Stock for the Company's own account, the securities shall be registered in such offering as follows: (i) first, the Common Stock of any stockholder whose exercise of a "demand" registration right pursuant to a contractual commitment of the Company is the basis for the registration, (ii) second, the Registrable Securities which have been requested to be included in such registration pursuant to this Agreement together with securities of other stockholders entitled to exercise "piggy back" registration rights pursuant to contractual commitments (pro rata based on the amount of Common Stock sought to be registered by each such Person) (iii) third, the shares of Common Stock which the Company proposes to register, and (iv) fourth, any other securities requested to be included in such registration. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least five (5) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (b) The Company shall bear all fees and expenses incurred in connection with any registration under this Agreement, including without limitation all registration, filing, qualification, printers" and accounting fees, fees and disbursements of counsel to the Company, and the reasonable fees and disbursements of a single counsel to the selling Holders, except that each participating Holder shall bear its proportionate share of all amounts payable to underwriters in connection with such offering for discounts and commissions. 3.2 OBLIGATIONS OF THE COMPANY. Whenever required to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to ninety (90) days. (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement. 4. 7 (c) Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. (d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. 3.3 TERMINATION OF REGISTRATION RIGHTS. All registration rights granted to the Holders under this Section 3 shall terminate and be of no further force and effect after December 31, 2002. 3.4 FURNISH INFORMATION. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 3 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them, and the intended method of disposition of such securities as shall be required to effect the registration of their Registrable Securities. 3.5 DELAY OF REGISTRATION. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 3. 3.6 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the Company to register Registrable Securities pursuant to this Section 3 may be assigned by a Holder to a transferee or assignee of Registrable Securities; provided, however, that no such transferee or assignee shall be entitled to registration rights under this Agreement hereof unless it owns a minimum of 25,000 shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and similar events), and the Company shall promptly be furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned. Notwithstanding the foregoing, rights to cause the Company to register securities may be assigned to any subsidiary or parent of a Holder or any partner, member or shareholder of any Holder. 4. MISCELLANEOUS 4.1 GOVERNING LAW. This Agreement shall be governed in all respects by the laws of the State of Colorado. 5. 8 4.2 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto and shall inure to the benefit of and be enforceable by each person who shall be a holder of Registrable Securities from time to time; provided, however, that prior to the receipt by the Company of adequate written notice of the transfer of any Registrable Securities specifying the full name and address of the transferee, the Company may deem and treat the person listed as the holder of such shares in its records as the absolute owner and holder of such shares for all purposes, including the payment of dividends or any redemption price. 4.3 ADDITION OF OTHER PARTIES. After the date of this Agreement, the Company may, without the prior consent of the Investors, make additional Persons a party to this Agreement by executing an "Additional Party Signature Page" in the form set forth as Exhibit A. Thereafter, the shares of Common Stock held by such purchaser or issuable upon conversion of securities convertible into Common Stock shall be deemed "Registrable Securities" and the stockholder holding such securities shall be deemed a "Holder" for purposes hereof and both of such definitions shall be deemed duly and properly amended. 4.4 SEVERABILITY. In case any provision of the Agreement shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 4.5 AMENDMENT AND WAIVER. This Agreement may be amended, modified or the provisions waived only upon the written consent of the Company and the holders of a majority of the Registrable Securities; provided that, no amendment, modification or waiver of a right of a Holder that treats such Holder differently and adversely from other Holders may be effected pursuant to this section without the separate consent of such adversely treated Holder. 4.6 NOTICES, ETC. All notices and other communications required or permitted hereunder shall be in writing and shall be sent by registered or certified mail, return receipt requested, postage prepaid, and, if to an address outside the United States of America, by telex or facsimile transmitted substantially concurrently with the mailing of such written notice, addressed: (a) if to a Holder, at such Holder's address as set forth on the Company's records, or at such other address as such Holder shall have furnished to the Company in writing or (b) if to the Company, at its address as set forth at the end of this Agreement, or at such other address as the Company shall have furnished to the Holders in writing. 4.7 ATTORNEYS' FEES. If legal action is brought to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and legal costs in connection therewith. 4.8 TITLES AND SUBTITLES. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 4.9 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 6. 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. SPATIAL TECHNOLOGY INC. THREE SPACE LIMITED 2425 55th Street 70 Castle Street Boulder, Colorado 80301 Cambridge, England By: /s/ Richard Sowar By: /s/ Charles Lang ----------------------------- -------------------------- Richard Sowar Charles Lang Chief Executive Officer 10 EXHIBIT A SPATIAL TECHNOLOGY INC. REGISTRATION RIGHTS AGREEMENT, DATED AS OF DECEMBER 31, 1997 ADDITIONAL PARTY SIGNATURE PAGE INVESTOR: DATE: _________________, 199__ By:_______________________ Name:_____________________ Title:____________________ EX-10.32 4 SOFTWARE CONSULTING AGREEMENT 1 EXHIBIT 10.32 SOFTWARE CONSULTING AGREEMENT dated December 31, 1997 between Spatial Technology Inc., a Delaware corporation ("STI") and Three-Space Limited, a limited company organized under the laws of England ("TSL"). WHEREAS, TSL is engaged in the business of designing, developing and producing software; WHEREAS, STI is engaged in the business of designing, developing and producing software for geometric modeling for a variety of applications (the "ACIS Software"); WHEREAS, STI and TSL are parties to that certain Development Agreement dated June 26, 1987 pursuant to TSL developed software and technology for STI and retained certain rights to such software and technology (the "Retained Rights"); WHEREAS, STI and TSL are concurrently entering into a Technology Purchase Agreement pursuant to which TSL is transferring all of its Retained Rights to STI; and WHEREAS, TSL has agreed to enter into this new development agreement providing that STI is the sole owner of all software and technology developed by TSL pursuant to the agreement. NOW, THEREFORE, in consideration of the covenants and agreements contained herein, STI and TSL agree as follows: ARTICLE I DEFINITIONS As used herein: 1.1 ACIS SOFTWARE shall mean STI's proprietary 3D modeling engine and software development tools, including proprietary husks and other components, each in their most recent versions. 1.2 CODE shall mean the source code and the object code for the Software and/or ACIS Software or any component thereof. 1.3 FORCE MAJEURE shall mean a strike, walk-out, other labor dispute, act of God, failure of power, riot, insurrection, act of government or similar event beyond the control of TSL, which prevents TSL from performing its obligations under this Agreement or the disability or demise of Alan Grayer or Ian Braid which prevents him from rendering services pursuant hereto. 1. 2 1.4 TERM shall mean the period commencing with the date of this Agreement and continuing perpetually through until termination pursuant to Section 7.1. 1.5 INTELLECTUAL PROPERTY RIGHTS shall mean all patents, trademarks, service marks, trade names, copyrights, inventions, trade secrets, proprietary processes and formulae, applications for patents, trademarks and copyrights, and other industrial and intellectual property rights. 1.6 PAYMENTS shall have the meaning ascribed to such term in Section 3.1 hereof. 1.7 SOFTWARE shall have the meaning set forth in Section 2.1 hereof. ARTICLE II DEVELOPMENT OF SOFTWARE 2.1 ENGAGEMENT. STI hereby engages TSL to provide the services of Alan Grayer and Ian Braid ("Design Services") for the design, development, production, enhancement and debugging of geometric modeling software and components (the "Software") as the Company may from time to time request. In addition, TSL will make Charles Lang available for the testing of the Software and to assist STI or its subsidiaries in marketing and distributing ACIS Software and its related components. Representatives of STI and TSL shall conduct periodic meetings (in person or by teleconference) to establish the specifications of the Software to be developed and to establish goals, objectives and budgets, as appropriate. 2.2 REQUIRED MAN-MONTHS. TSL shall provide an aggregate of 1.8 Man-Months of services per calendar month pursuant to this Agreement, at least 1.4 Man-Months of which shall be Design Services. The parties will negotiate in good faith from time to time modification to the number of Man-Months to be provided pursuant to this Agreement. 2.3 OWNERSHIP; LIMITED-USE LICENSE GRANT (a) STI will own all right, title and interest to and in the Software and documentation, including but not limited to all Intellectual Property Rights therein. TSL shall, at any time and from time to time following execution and delivery of this Agreement, upon the request of STI, execute, acknowledge, and deliver, and cause to be executed, acknowledged, or delivered, all such further acts, deeds, endorsements, assignments, transactions, conveyances or assurances as may be required to confirm or effectuate the foregoing. (b) ENFORCEMENT OF RIGHTS. Without limiting the generality of the foregoing, TSL shall assist STI in every proper way to obtain and from time to time enforce the Intellectual Property Rights in any and all jurisdictions reasonably requested by STI and to that end will execute all documents for use in applying for and obtaining such Intellectual Property Rights and enforcing such Intellectual Property Rights, as STI may reasonably deem appropriate. STI shall reimburse TSL for all costs incurred by TSL at STI's request in connection with the enforcement of its rights under Sections 2.3(a) and 2.3(b). 2. 3 (c) LICENSES FROM STI TO TSL. (i) LIMITED LICENSE TO ACIS. During the term of this Agreement and any extension hereof STI hereby grants to TSL, a non-exclusive, royalty-free, worldwide, non-transferable license, without any right to sub-license or distribute, to use and modify STI's ACIS Software for the sole purpose of providing the Design Services described herein. This ACIS Software license shall terminate upon termination of this Agreement. (ii) LIMITED LICENSE TO DEVELOPED SOFTWARE. STI hereby grants to TSL a perpetual, non-exclusive, royalty-free, worldwide, non-transferable license, without any right to sub-license or distribute, to use and modify, for non-commercial purposes only, the Code that was specifically and exclusively developed by TSL pursuant to this Agreement or the Prior Development Agreement. ARTICLE III PAYMENTS 3.1 CONSULTING SERVICES. (a) CONSULTING FEE. As consideration for the services hereunder, STI shall pay to TSL, subject to the conditions hereinafter set forth, 10,625 British pounds per Man-Month of services for each month commencing with January 1, 1998, no later than fifteen (15) days after the beginning of each month. (b) CPI ADJUSTMENT. On May 1, 1998 and each anniversary thereafter, the consulting fee base rate of 10,625 (pound sterling) shall be amended as follows: (i) Base index for the United Kingdom, Retail Price Index as of January 1997 shall be B(O). (ii) Annual reference rate of the United Kingdom, Retail Price Index for subsequent years using the January index for each year shall be B(T). (iii) The rate of increase in the monthly consulting man rate becomes: B(T) = R ------ B(O) (iv) The new consulting man month rate = Base Rate (10,625) X R (v) However, for each year R shall not be less than zero percent nor exceed 7.5% in any one year; provided that in the event the R is greater than 7.5% per year, then the parties shall mutually agree on the rate of increase. 3. 4 3.2 TRAVEL EXPENSES. STI shall reimburse the reasonable travel expenses of TSL upon presentation of proper documentation in accordance with STI standard reimbursement policies; provided that, STI shall not be required to reimburse travel expenses in excess of $1,000 in the aggregate for any trip not approved by STI in advance. 3.3 FORM, MANNER OF PAYMENT. Each Payment hereunder shall be made in British Sterling, by delivery of a check payable to the order of TSL or wire transfer of funds to an account designated by TSL prior to the date such payment is due or reimbursement is made. 3.4 PURCHASE OF EQUIPMENT AND/OR SOFTWARE. Upon request by TSL, STI shall purchase for use by TSL such equipment and/or software as STI, in its sole and exclusive discretion, determines is necessary for the performance of the services hereunder. Such equipment will remain the property of STI. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF TSL TSL hereby represents and warrants to STI as follows: 4.1 AUTHORITY. TSL is a limited company duly incorporated and validly existing under the laws of England and has all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. 4.2 NO CONFLICT. The performance by TSL of this Agreement, and the employment by TSL of any person for purposes set forth herein, does not and will not violate any agreement of TSL or the employees and other persons engaged by TSL to provide services hereunder with any third party or infringe upon the rights (including, but not limited to, any patent, copyright, trade secret or other proprietary rights) of any other person. 4.3 RESOURCES. TSL possesses (or will possess) financial and organizational capabilities and resources to perform its other obligations hereunder and there exists no condition, fact or circumstance known to TSL which could reasonably be expected to impair the ability of TSL to perform its obligations hereunder. ARTICLE V REPRESENTATIONS AND WARRANTIES OF STI STI hereby represents and warrants to TSL as follows: 5.1 AUTHORITY. STI is a corporation duly incorporated and validly existing under the laws of the State of Delaware and has all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. 5.2 NO CONFLICT. The performance by STI of this Agreement does not and will not violate any agreement of STI with any third party, or, to the best knowledge of STI, infringe upon the rights of any other person. 4. 5 ARTICLE VI ADDITIONAL COVENANTS OF TSL 6.1 ACCESS. During the term of this Agreement, including renewals thereof, TSL will (i) afford to STI, its employees and authorized representatives, at all reasonable times, reasonable access to, and the right to inspect and copy, books, records, worksheets and other documentation relating to the Software and reasonable access to all employees of TSL, and reasonable access to the properties of TSL for all reasonable purposes (including, but not limited to, verification of actual expenses, staffing and progress reports and monitoring, reviewing and inspecting the progress of the development efforts); (ii) cause each of its employees engaged in the development of the Software to be available during reasonable business hours for telephones and in-person conferences at the reasonable request of STI. 6.2 CONFIDENTIALITY. TSL agrees as follows: (a) during the term of this Agreement, and at all times thereafter, it shall, and shall take all such steps as may be reasonably necessary to ensure that at all times all employees or consultants of TSL shall, safeguard and strictly maintain the secrecy and confidentiality of and the proprietary rights to the proprietary information of STI, including, but not limited to the proprietary rights contained in the Software. This obligation shall survive the expiration or termination of this Agreement under any and all circumstances. (b) during the term of this agreement, and at all times thereafter, it shall safeguard and strictly maintain the secrecy and confidentiality of the Code and any other software or technology provided by STI or its vendors to TSL. TSL shall take all such steps as may reasonably be necessary to ensure that all employees or consultants of TSL shall safeguard and strictly maintain the secrecy and confidentiality of the Code provided, however, that: (i) without limiting the generality of the foregoing Information referred to in clause (a) and (b) above (collectively, the "Confidential Information") shall include, but not be limited to, the sequence of developments specified by STI; and (ii) nothing in this Section 6.2 shall be construed to restrict the disclosure of information which (aa) is publicly known through no fault of such party, (bb) is lawfully received by a party from a third party not bound in a confidential relationship to STI, or (cc) is required by law to be disclosed by such party. The obligations of confidentiality of TSL set forth in this Section 6.2 shall survive the expiration or termination of this Agreement under any and all circumstances. 6.3 NON-COMPETITION. (a) COVENANT. During the Term TSL will not, and will use its best efforts to ensure that no employee or consultant of TSL will, sell, license or market any software product with geometric modeling applications, any software which is substantially similar in functionality to, or which is substantially a subset of or superset containing, the Software or the ACIS Software, or (ii) documentation for such software. 5. 6 (b) ENFORCEMENT. The provisions set forth in this Section 6.3 are considered by the parties hereto to be reasonable for the purpose of protecting the business of STI. However, if such restrictions are found by any court having jurisdiction to be unreasonable because they are too broad, then such restrictions shall nevertheless remain effective, but shall be considered amended as to such protected business, time or area (or any one of them, as the case may be) as may be considered reasonable by such court, and as so amended shall be enforced. 6.4 AGREEMENTS FOR EMPLOYEES. Each person performing services hereunder shall execute a competition, proprietary rights and assignment of inventions agreement with TSL incorporating the terms relating to non-competition, confidentiality, proprietary rights and ownership provided in this Agreement, in form reasonably satisfactory to STI. TSL further agrees that, during the term of this Agreement, including any renewals thereof, it shall at no time approach or solicit any of the employees of STI to attempt to induce any such employee to terminate his employment with STI and begin employment by TSL or any affiliate of TSL. STI agrees that, during the term of this Agreement, including any renewals thereof, it shall at no time approach or solicit any of the employees of TSL to attempt to induce any such employee to terminate his employment with TSL and begin employment by STI or any affiliate of STI. 6.5 DELIVERY OF DOCUMENTATION UPON EXPIRATION OF AGREEMENT. In the event of the expiration or termination of this Agreement for any reason, TSL will deliver to STI copies of all documents, notes, drawings, specifications, computer programs, data and other materials of any nature pertaining to the Code or any confidential information of STI. 6.6 INDEMNIFICATION OF STI FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (a) INDEMNIFICATION. TSL agrees to hold STI harmless from and against any claim or liability for infringement of any Intellectual Property Rights of any third party whatsoever associated with the use of those components of the Software developed by TSL under the terms of this Agreement or of any product embodying or derived from those components of the Software developed by TSL under the terms of this Agreement except to the extent that such liability arises as a direct result of infringement by STI of the rights of third parties in connection with the development by STI of components of the Software or ACIS Software. In the event of any action, suit, proceeding or claim relating to the foregoing, TSL shall give STI prompt written notice thereof, and TSL shall have the right and option to control the defense thereof; provided however, that TSL shall not agree to the terms of any settlement of any such action, suit, proceeding or claim without the prior written consent of STI which consent will not be unreasonably withheld. (b) LIMITATION OF LIABILITY. (i) TSL does not warrant that the Software is suitable for the purposes of any third party utilizing the Software and STI hereby covenants to indemnify TSL against all or any claim, loss, damages or costs made against or incurred by TSL in connection with any 6. 7 claim by any third party arising from the use or sale of any product or equipment incorporating the Software, save to the extent that such claim arises from the gross negligence of TSL or by reason of any material breach by TSL of the warranty contained in Section 4.1 or 4.2. (ii) Save as expressly provided in this Agreement, TSL shall be under no liability whatsoever to STI (including without prejudice to the generality of the foregoing any liability in tort or for consequential damage or loss of any kind) for any defect in failure of or unsuitability for any purpose of the Software or any parts thereof and STI hereby accepts the rights conferred on it by this Agreement in lieu of any other warranty, condition or liability imposed by common law statute or otherwise relating to the quality or performance of the Software, with respect to such third party claims; provided, however, that nothing contained in this Agreement shall exclude or limit or purport to exclude or limit the liability of TSL in respect of any death or personal injury caused by the gross negligence of TSL. ARTICLE VII TERMINATION OF THE AGREEMENT 7.1 TERMINATION. (a) BY STI. This Agreement may be terminated by STI, by written notification from STI to TSL, in any of the following events: (i) TSL materially breaches any of its obligations under this Agreement and, if such breach is curable, TSL has not cured such breach within thirty (30) days following written notice thereof by STI; (ii) a condition of Force Majeure shall continue to exist for a period in excess of 60 days; (iii) an order, judgment or decree is entered adjudicating TSL bankrupt or insolvent; or TSL shall commence any case, proceeding or other action relating to it in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts, or for any other relief, under any bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or other similar act or law of any Jurisdiction, domestic or foreign, now or hereafter existing or TSL shall apply for a reorganization custodian or trustee of it or for all or a significant part of its property (save in the case of a solvent reorganization or reconstruction); or TSL shall make an assignment for the benefit of creditors; or shall be unable to, or shall admit in writing the inability to, pay its debts as they become due; or TSL shall take any action indicating its consent to, approval of, o. acquiescence in, or in furtherance of, any of the foregoing; or (iv) any case, proceeding or other action against TSL shall be commenced in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts, or any other relief, under any bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or other similar act or law of any jurisdiction, domestic or foreign, now or hereafter existing; or a receiver, custodian or trustee of TSL or for all or a substantial part of their 7. 8 respective properties shall be appointed; or a warrant of attachment, execution or distraint, or similar process, shall be issued against any substantial part of the property of TSL; and in each such case such condition shall continue for a period of 60 days undismissed, undischarged or unbonded. (v) The occurrence of any condition, event or act which, with or without notice or lapse of time or both, could constitute a material breach of the representations and warranties set forth in Article IV hereof or Ian Braid, Charles Lang or Alan Grayer shall no longer remain employed by TSL otherwise than by reason of their disability or demise and rendering services in connection with the services being performed by TSL for STI hereunder. (b) BY TSL. This Agreement may be terminated by TSL, by written notification from TSL to STI, in any of the following events: (i) STI materially breaches any of its obligations under Article III of this Agreement and, if such breach is curable, STI has not cured such breach within thirty (30) days following written notice thereof by TSL; (ii) an order, judgment or decree is entered adjudicating STI bankrupt or insolvent; or STI shall commence any case, proceeding or other action relating to it in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts, or for any other relief, under any bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or other similar act or law of any Jurisdiction, domestic or foreign, now or hereafter existing (save in the case of a solvent reorganization or reconstruction); or STI shall apply for a receiver, custodian or trustee of it or for all or a substantial part of its property; or STI shall make an assignment for the benefit of creditors; or STI shall be unable to, or shall admit in writing the inability to, pay its debts as they become due; or STI shall take any action indicating its consent to, approval of, or acquiescence in, or in furtherance of, any of the foregoing; or (iii) any case, proceeding or other action against STI shall be commenced in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts, or any other relief, under any bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or other similar act or law of any jurisdiction, domestic or foreign, now or hereafter existing; or a receiver, custodian or trustee of TSL or for all or a substantial part of their respective properties shall be appointed; or a warrant of attachment, execution or distraint, or similar process, shall be issued against any substantial part of the property of STI; and in each such case such condition shall continue for a period of 60 days undismissed, undischarged or unbonded. (iv) STI shall sell all or substantially all of its assets or all right, title and interest to the ACIS Software to a third party, or STI shall enter into a merger, consolidation or reorganization pursuant to which the stockholders immediately before the transaction own less than 50% of the outstanding common stock immediately following such transaction; provided that, TSL shall provide STI with one year's advanced written notice prior to such termination. 8. 9 (c) BY TSL OR STI. Either party may terminate this agreement for convenience, with or without cause, by providing the other party advanced written notice not less than two years prior to termination. 7.2 SUSPENSION. Notwithstanding anything in this Article VIII to the contrary, in the event of a condition of Force Majeure, TSL may suspend the development of the Software and STI may suspend any scheduled Payments, for any period during which the condition of Force Majeure shall continue to exist. TSL shall use its best efforts to reduce or eliminate the effects of such Force Majeure. Immediately upon the termination of the condition of such Force Majeure, the development of the Software shall recommence. 7.3 EFFECT OF TERMINATION. In the event of termination pursuant to Section 7.1(a) or (b) or upon the expiry of notice under Section 7.1(c), the development of the Software shall forthwith cease and terminate and, the obligations of STI hereunder shall immediately cease and terminate; provided, however, that STI shall continue to remain responsible for any accrued unpaid Payments pursuant to Article III hereof, and that Sections 6.2, 6.3, 6.6 and Article 8 hereof shall in any event survive such termination. All other agreements and covenants of the parties hereto contained herein shall survive or terminate (as the case may be) in accordance with their respective terms. Termination pursuant to Section 7 hereof shall not prejudice the rights of the parties in respect of a breach of this Agreement prior to such termination. The rights and remedies of the parties hereto under this Agreement are cumulative and not exclusive of any rights or remedies which such parties would otherwise have. ARTICLE VIII MISCELLANEOUS 8.1 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 8.2 JURISDICTION. Each of TSL and STI hereby irrevocably submit to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York and any court of the State of New York located in the City of New York, in any action, suit or proceeding arising in connection with this Agreement, and irrevocably waives any objection which it may now or hereafter have to the laying of venue or to the jurisdiction of any such court in any such action, suit or proceeding. 8.3 NO WAIVER. A failure of either party to require performance by the other party of any obligation hereunder shall not affect its right to require such performance thereafter. The waiver by either party of a breach by the other party of any provision hereof shall not be construed as a waiver of any succeeding breach of such provision or of the provision itself. 8.4 SUCCESSORS AND ASSIGNS. Subject to the provisions of this Section 8.4, this Agreement shall bind and inure to the benefit of TSL and STI, and the successors of STI by reorganization, merger, consolidation or otherwise, and any assignee of all or substantially all of the business and properties of STI. Neither this Agreement nor any rights or benefits hereunder 9. 10 may be assigned by TSL without the prior written consent of STI (which consent shall not be unreasonably withheld). 8.5 ENTIRE AGREEMENT. This Agreement and the other writings referred to herein or delivered pursuant hereto which form a part hereof contain the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous arrangements or understandings with respect thereto, including, without limitation the Development Agreement dated June 26, 1987 between TSL and STI and the letter agreement dated December 31, 1997. 8.6 NOTICES. All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person, duly sent by first class mail, or international courier service, postage prepaid, or transmittal by international telecopy or fax transmission addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by the addressee to the addressor listing all parties: If to STI, to: Spatial Technology Inc. 2425 55th Street, Suite 100 Boulder, Colorado 80301 Attention: President Telecopy/Fax: 303-449-0926 If to TSL, to: Three-Space Limited 70 Castle Street Cambridge CB3 0AJ England Attention: Charles Lang FAX: 011-44-1223-460268 All such notices, advices and communications shall be deemed to have been received on the date of confirmation thereof by the addressee, or, alternatively, (a) in the case of mailing, on the third business day following the date of such mailing; (b) in the case of delivery by international courier service, on the second business day following the date of delivery to such service, and (d) in the case of telecopy/fax transmission, on the business day next following such transmission. 8.7 CHANGES. The terms and provisions of this Agreement may not be modified or amended, or any of the provisions hereof waived, temporarily or permanently, except pursuant to the written consent of TSL and STI. 8.8 COUNTERPARTS. This Agreement may be executed any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. 10. 11 8.9 HEADINGS. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement. 8.10 NOUNS AND PRONOUNS. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of names and pronouns shall include the plural and vice-versa. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 11. 12 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives as of the date first above written. THREE-SPACE LIMITED By: /s/ CHARLES LANG ------------------------------------ Name: Charles Lang SPATIAL TECHNOLOGY INC. By: /s/ RICHARD SOWAR ------------------------------------ Name: Richard Sowar, Chief Executive Officer 12. -----END PRIVACY-ENHANCED MESSAGE-----