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FIRST AMENDMENT TO SHARE PURCHASE AGREEMENT

Stock Purchase Agreement

FIRST AMENDMENT TO SHARE PURCHASE AGREEMENT | Document Parties: Advanced Network Engineering NV | TechTeam Global NV You are currently viewing:
This Stock Purchase Agreement involves

Advanced Network Engineering NV | TechTeam Global NV

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Title: FIRST AMENDMENT TO SHARE PURCHASE AGREEMENT
Governing Law: Delaware     Date: 3/16/2007
Industry: Computer Services     Sector: Technology

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EXHIBIT 2.2

31 December 2006

FIRST AMENDMENT TO

SHARE PURCHASE AGREEMENT

in respect of the TechTeam Stock in Advanced Network Engineering NV

between

Peter De Gendt, Wim De Geetere, Werner Meynaerts, Pascal Claessens

and Christophe Gesqueire as Sellers

and

TechTeam Global NV as Purchaser

<PAGE>

FIRST AMENDMENT TO

SHARE PURCHASE AGREEMENT

BETWEEN: (1) PETER DE GENDT, residing at Offerlaan 144, B-9000 Ghent,

Belgium,

hereinafter referred to as "SELLER 1";

(2) WIM DE GEETERE, residing at IJsbeerlaan 9, B-9850 Nevele,

Belgium,

hereinafter referred to as "SELLER 2";

(3) WERNER MEYNAERTS, residing at Zavelstraat 75, B-3010 Kessel-Lo,

Belgium,

hereinafter referred to as "SELLER 3";

(4) PASCAL CLAESSENS, residing at Haakveld 29, B-2547 Lint, Belgium,

hereinafter referred to as "SELLER 4";

(5) CHRISTOPHE GESQUEIRE, residing at Broekstraat 10, B-9500

Geraardsbergen, Belgium,

hereinafter referred to as "SELLER 5";

hereinafter jointly referred to as the "SELLERS";

AND: (6) TECHTEAM GLOBAL NV, a company organised and existing under the

laws of Belgium, having its registered office at

Zweefvliegtuigstraat 10, B-1130 Haren (Brussels), registered

with the register of legal entities (enterprise number

0458.468.124),

represented for the purposes of this Agreement by Christoph

Neut,

hereinafter referred to as the "PURCHASER";

(7) TECHTEAM GLOBAL, INC., a corporation organised and existing

under the laws of the State of Delaware, USA, having its

registered office at 27335 W. 11 Mile Road, Southfield, MI 48033

USA.

represented for the purposes of this Agreement by Marc J.

Lichtman,

hereinafter referred to as the "TECHTEAM";

Amended TechTeam_ANE_SPA 18-12-06

 

2

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WHEREAS:

(A) The Sellers sold their interest in Advanced Network Engineering NV, a

company organised and existing under the laws of Belgium, having its

registered office at Casinoplein 16, B-9000 Ghent, Belgium, registered with

the register of legal entities (enterprise number 0436.127.143)

(hereinafter referred to as the "COMPANY") to Purchaser in the Share

Purchase Agreement dated 13 May 2004 ("SPA").

(B) The SPA provided that the Sellers could earn additional purchase price

consideration in the event the Operating Income of the Company reached or

exceeded E780,000.00 for the three-year period, ending May 13, 2007, after

the sale of the Company ("Earn-Out").

(C) Based upon changes in the business of the Company, as a subsidiary of the

Purchaser, there is uncertainty regarding whether the Sellers have or will

earn the additional purchase price consideration set forth in Section 3.2

of the SPA, and the Parties wish to resolve any potential dispute by

amending the Earn-Out as set forth herein.

(D) Inasmuch as the compromise involves the issuance of the common stock of

TechTeam, the parties agree that TechTeam shall be a party to this

Amendment.

IT IS AGREED AS FOLLOWS:

SECTION 3.2. EARN-OUT AMOUNT. Section 3.2 Earn-Out Amount is deleted

in its entirety and replaced by the following:

3.2.1 Purchaser shall pay Sellers the following amounts:

(a) Seller 1. E16,200

(b) Seller 2. E20,100

(c) Seller 3. E9,600

(d) Seller 4. E12,864

(e) Seller 5. E9,600

3.2.2 TechTeam shall issue to the following Sellers a number of shares

of TechTeam common stock equivalent to the euro amount set forth

below, as calculated by Section 3.2.3 ("TechTeam Stock"):

3.2.2.1.1 Seller 1. E16,200

3.2.2.1.2 Seller 3. E9,600

3.2.2.1.3 Seller 5. E9,600

3.2.3 Calculation of Number of Shares of TechTeam Stock. The number of

shares of TechTeam Stock shall be calculated by (i) converting

the consideration in euros to U.S. dollars using the E/US$ spot

exchange rate published by the Wall Street Journal on the date

three (3) Business Days prior to the date this Amendment is

executed ("Execution Date") (the result being the "Dollar

Consideration"); and (ii) dividing the Dollar Consideration by

the average closing share

Amended TechTeam_ANE_SPA 18-12-06

 

3

<PAGE>

price of TechTeam Stock as listed on the NASDAQ Stock Market for

the three (3) Business Days prior to, and the three (3) Business

Days following, the Execution Date (the "Average Closing

Price"). No fractional shares of TechTeam Stock will be issued.

In lieu of any such fractional shares, each Seller who would

otherwise have been entitled to a fraction of a share of

TechTeam Stock shall be entitled to receive a cash payment in

lieu of such fractional share determined by multiplying (A) the

Average Closing Price of a whole share of TechTeam Stock by (B)

the fractional share interest to which such holder would

otherwise be entitled, which amount shall be paid to each Seller

with payments made under Section 3.2.1.

3.2.4 Issuance of Securities. The TechTeam Stock has been duly and

validly authorized for issuance, offer and sale pursuant to this

Agreement and, when issued and delivered as provided hereunder

against payment in accordance with the terms hereof, shall be

valid and binding obligations of TechTeam enforceable in

accordance with their respective terms.

3.2.5 Restrictions on TechTeam Stock. Each Seller who receives

TechTeam Stock understands and agrees that the shares granted

hereunder are restricted as follows:

3.2.5.1 Vesting Schedule. The TechTeam Stock will vest in three

equal parts on December 31, 2007, December 31, 2008, and

December 31, 2009, provided that, for each individual

Seller, the management company owned by that Seller is

still providing services to the Company or an Affiliate

on the applicable vesting date. No Seller may sell or

transfer any of the TechTeam Stock until they are

vested. If a Seller's management company is not

providing services to the Company or an Affiliate as a

result of death or disability of a Seller, that Seller's

TechTeam Stock will become fully vested as of the last

date services


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