Exhibit 1
TA ASSOCIATES Boston * Pittsburgh * Menlo Park
TA Associates, Inc.
High Street Tower, Suite 0000
000 Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Telephone: 000-000-0000
Telefax: 000-000-0000
Website: xxxx://xxx.xx.xxx
November 21, 2001
Xx. Xxxxxx X. Xxxxxx
(address omitted)
RE: Workgroup Technology Corporation
Common Stock, $.01 Par Value
(NASDAQ: WKGP)
Dear Xx. Xxxxxx:
Xxxxxx X. Xxxxxx ("Buyer") hereby agrees to purchase, and Advent VI, L.P.,
Chestnut Capital International III, L.P., Advent Industrial II, L.P., Advent
Atlantic and Pacific II, L.P., Advent New York, L.P. and TA Venture Investors,
L.P. (collectively, the "Sellers") hereby agree to sell to Buyer, 400,245 shares
(the "Shares") of common stock of Workgroup Technology Corporation, a Delaware
corporation (the "Company"), for a purchase price of $0.33 per share (the
"Sale"). The Sale is to occur on or before December 3, 2001.
1. In order to induce Sellers to effect the Sale and in consideration
therefor, Buyer hereby represents and warrants to and covenants and agrees with
Sellers as follows:
(a) Buyer has full power and authority, corporate or otherwise, to
enter into and perform this letter agreement, which has been duly authorized by
all necessary action, corporate or otherwise. This letter agreement has been
duly executed and delivered by Buyer and constitutes its legal, binding and
valid obligation enforceable in accordance with its terms.
(b) Xxxxx is a sophisticated investor with respect to the Shares, has
adequate information concerning the business and financial condition of the
Company to make an
1
informed decision regarding the purchase of the Shares, and has independently
and without reliance upon Sellers made its own analysis and decision to purchase
the Shares.
(c) Buyer acknowledges that the Sellers may possess and may hereafter
possess nonpublic information concerning the Company not known to Buyer (the
"Excluded Information") including, without limitation, information which may
have been received from the Company on a confidential basis or information
received from other sources. The Excluded Information may or may not be
material, may or may not have been publicly disclosed by or on behalf of the
Company, and may or may not be available to Buyer from sources other than the
Company or Sellers. The Buyer, on behalf of itself and its directors, officers,
trustees, shareholders, employees, beneficiaries, attorneys, agents,
representatives, partners, limited partners, investors, affiliates, successors
and assigns, hereby:
(i) agrees that neither Sellers nor Sellers' respective current
or former directors, officers, trustees, shareholders, employees,
beneficiaries, attorneys, agents, representatives, partners, limited
partners, investors, or affiliates shall have any liability to the Buyer or
its current or former directors, officers, trustees, employees,
beneficiaries, attorneys, agents, representatives, partners, limited
partners, investors, shareholders, or affiliates with respect to, based
upon, arising from, resulting from, or relating to directly or indirectly
the existence, substance, possession, disclosure, or nondisclosure of any
Excluded Information whatsoever, whether arising directly or indirectly,
primarily or secondarily, by contract or operation of law or otherwise,
including, without limitation, as a matter of contribution,
indemnification, set-off, rescission, or reimbursement;
(ii) waives any right, claim or cause of action at law or in
equity with respect to, arising from, based upon, resulting from or
relating to directly or indirectly the existence, substance, possession,
disclosure or nondisclosure of any Excluded Information, including, without
limitation, pursuant to Sections 10(b) and 20A of the Securities Exchange
Act of 1934 as amended (the "Act"), or the rules and regulations
promulgated by the Securities and Exchange Commission under the Act, or of
any state statute or regulation, and relinquishes all rights and remedies
accorded by applicable law to a buyer of securities with respect to the
Shares to the maximum extent permitted by law, as well as all rights to
participate in any claim, action or remedy others may now or hereafter have
with respect to the foregoing; and
(iii) hereby and forever releases and discharges Sellers and
their respective directors, officers, trustees, shareholders, employees,
beneficiaries, attorneys, agents, representatives, partners, limited
partners, investors, affiliates, successors and assigns (e.g. "Released
Parties") of and from any and all suits, demands, obligations, liabilities,
claims and causes of action, contingent or otherwise, of every kind and
nature, at law and in equity, whether asserted, unasserted, absolute,
contingent, known or unknown, which Buyer and/or its directors, officers,
trustees, shareholders, employees, beneficiaries, attorneys, agents,
representatives, partners, limited partners, investors, affiliates,
successors and/or assigns may have against the Released Parties, or any of
them, to the extent arising from, relating to, based upon, resulting from,
relating to directly or indirectly, or in connection with the existence,
substance, possession, disclosure or nondisclosure of any Excluded
Information.
2
(d) Buyer hereby represents to Sellers that it:
(i) has not assigned any claim or possible claim against the
Released Parties,
(ii) fully intends to release all claims against the Released
Parties as set forth above, and
(iii) has been advised by, and has consulted with counsel with
respect to the execution and delivery of this letter agreement and has been
fully apprised of the consequences of the releases set forth in this
Section 1.
2. In order to induce Buyer to effect the Sale and in consideration
therefor, Sellers hereby represent and warrant to and covenant and agree with
Buyer as follows:
(a) Sellers have full power and authority, corporate or otherwise, to
enter into and perform this letter agreement, which has been duly authorized by
all necessary action, corporate or otherwise. This letter agreement has been
duly executed and delivered by Sellers and constitutes their legal, binding and
valid obligations enforceable in accordance with its terms.
(b) Sellers are sophisticated investors with respect to the Shares,
have adequate information concerning the business and financial condition of the
Company to make an informed decision regarding the Sale of the Shares, and have
independently and without reliance upon Xxxxx made their own analysis and
decision to sell the Shares.
(c) Sellers acknowledge that the Buyer may possess and may hereafter
possess nonpublic information concerning the Company not known to Sellers (the
"Excluded Information") including, without limitation, information which may
have been received from the Company on a confidential basis or information
received from other sources. The Excluded Information may or may not be
material, may or may not have been publicly disclosed by or on behalf of the
Company, and may or may not be available to Sellers from sources other than the
Company or Buyer. The Sellers, on behalf of themselves and their directors,
officers, trustees, shareholders, employees, beneficiaries, attorneys, agents,
representatives, partners, limited partners, investors, affiliates, successors
and assigns, hereby:
(i) agree that neither Buyer nor Xxxxx's respective current or
former directors, officers, trustees, shareholders, employees,
beneficiaries, attorneys, agents, representatives, partners, limited
partners, investors, or affiliates shall have any liability to the Sellers
or their current or former directors, officers, trustees, employees,
beneficiaries, attorneys, agents, representatives, partners, limited
partners, investors, shareholders, or affiliates with respect to, based
upon, arising from, resulting from, or relating to directly or indirectly
the existence, substance, possession, disclosure, or nondisclosure of any
Excluded Information whatsoever, whether arising directly or indirectly,
primarily or secondarily, by contract or operation of law or otherwise,
including, without limitation, as a matter of contribution,
indemnification, set-off, rescission, or reimbursement;
3
(ii) waive any right, claim or cause of action at law or in
equity with respect to, arising from, based upon, resulting from or
relating to directly or indirectly the existence, substance, possession,
disclosure or nondisclosure of any Excluded Information, including, without
limitation, pursuant to Sections 10(b) and 20A of the Securities Exchange
Act of 1934 as amended (the "Act"), or the rules and regulations
promulgated by the Securities and Exchange Commission under the Act, or of
any state statute or regulation, and relinquishes all rights and remedies
accorded by applicable law to a seller of securities with respect to the
Shares to the maximum extent permitted by law, as well as all rights to
participate in any claim, action or remedy others may now or hereafter have
with respect to the foregoing; and
(iii) hereby and forever release and discharge Buyer and its
respective directors, officers, trustees, shareholders, employees,
beneficiaries, attorneys, agents, representatives, partners, limited
partners, investors, affiliates, successors and assigns (e.g. "Released
Parties") of and from any and all suits, demands, obligations, liabilities,
claims and causes of action, contingent or otherwise, of every kind and
nature, at law and in equity, whether asserted, unasserted, absolute,
contingent, known or unknown, which Sellers and/or their directors,
officers, trustees, shareholders, employees, beneficiaries, attorneys,
agents, representatives, partners, limited partners, investors, affiliates,
successors and/or assigns may have against the Released Parties, or any of
them, to the extent arising from, relating to, based upon, resulting from,
relating to directly or indirectly, or in connection with the existence,
substance, possession, disclosure or nondisclosure of any Excluded
Information.
(d) Sellers hereby represent to Buyer that they:
(i) have not assigned any claim or possible claim against the
Released Parties,
(ii) fully intend to release all claims against the Released
Parties as set forth above, and
(iii) have been advised by, and have consulted with counsel with
respect to the execution and delivery of this letter agreement and have
been fully apprised of the consequences of the releases set forth in this
Section 2.
3. This letter agreement is complete, reflects the entire agreement of
the parties with respect to its subject matter, and supercedes all previous
written or oral negotiations, representations, commitments and writings. No
promises, representations, understandings, warranties or agreements have been
made by any of the parties hereto except as set forth herein. No waiver or
modification of this letter agreement shall be enforceable unless it is in
writing, making specific reference to this letter agreement and is signed by all
parties hereto.
4. For convenience of the parties and to facilitate execution, this
letter agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
document. This letter agreement may be executed and delivered by facsimile,
followed promptly upon request by delivery of the original.
4
If the foregoing accurately sets forth our agreement, please execute and
deliver a copy hereof to the undersigned, whereupon this letter agreement shall
constitute a binding agreement among us.
Very truly yours,
Advent VI L.P.
By: TA Associates VI L.P.,
its General Partner
By: TA Associates, Inc., its General Partner
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Chief Financial Officer
Chestnut Capital International III
Limited Partnership
By: TA Associates VI L.P., its Attorney-in-Fact
By: TA Associates, Inc., its General Partner
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Chief Financial Officer
Advent Industrial II L.P.
By: TA Associates VI L.P., its General Partner
By: TA Associates, Inc., its General Partner
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Chief Financial Officer
Advent Atlantic and Pacific II L.P.
By: TA Associates AAP II Partners L.P.,
its General Partner
By: TA Associates, Inc., its General Partner
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Chief Financial Officer
5
Advent New York L.P.
By: TA Associates VI L.P., its General Partner
By: TA Associates, Inc., its General Partner
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Chief Financial Officer
TA Venture Investors Limited Partnership
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Chief Financial Officer
Accepted and Agreed as of
the date first above written:
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
6
