Amendment No. 1 to Asset Purchase Agreement between Bentley Systems Incorporated and Intergraph Corporation

Summary

Bentley Systems Incorporated and Intergraph Corporation have amended their previous Asset Purchase Agreement, originally dated December 26, 2000. This amendment clarifies that the FrameWorks product, which was mistakenly included as an acquired asset, is not part of the assets purchased by Bentley. All rights, titles, and interests in the FrameWorks product remain solely with Intergraph. The amendment is effective as of December 7, 2001.

EX-2.2 5 w59294ex2-2.txt AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT EXHIBIT 2.2 AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT This Amendment No. 1 to Asset Purchase Agreement is entered into as of December 7, 2001 (the "Effective Date") between Bentley Systems, Incorporated, a Delaware corporation, as representative for itself and each of its direct and indirect majority owned subsidiaries (collectively referred to herein as "Bentley"), and Intergraph Corporation, a Delaware corporation, as representative for itself and each of its direct and indirect majority owned subsidiaries (collectively referred to herein as "Intergraph"). BACKGROUND Bentley and Intergraph entered into that certain Asset Purchase Agreement dated December 26, 2000 (the "APA"), pursuant to which Intergraph sold, and Bentley purchased, the Acquired Assets (as defined in the APA). Intergraph's FrameWorks product was mistakenly included as one of the Acquired Assets in the APA. Bentley and Intergraph desire to amend the APA in order to delete all references therein to FrameWorks as an Acquired Asset. AGREEMENT In consideration of the mutual covenants and promises contained herein, Bentley and Intergraph do hereby agree as follows: 1. Both parties hereto hereby agree that: (a) notwithstanding the appearance of the FrameWork product on any of the APA's schedules, exhibits, or other documents related thereto, FrameWorks is not one of the Acquired Assets; therefore no right, title, or interest in and to the FrameWorks product was granted, transferred, assigned, conveyed or delivered to Bentley pursuant to the APA; and (b) as between Bentley and Intergraph, Intergraph is the sole owner of all right, title and interest (including, without limitation, all applicable patents, copyrights, and trademarks) in and to the product FrameWorks. 2. This Amendment shall be effective as of the Effective Date. Bentley and Intergraph, intending to be legally bound hereby, have executed this Amendment as of the date first written above. BENTLEY SYSTEMS INCORPORATED INTERGRAPH CORPORATION By: /s/ David Nation By: /s/ James F. Taylor ________________________________ _____________________________ David Nation James F. Taylor Its: Senior Vice President of Corporate Affairs Its: President and General Counsel