GUARANTEE
Exhibit
99.1
This
GUARANTEE (this “Guarantee”), dated as
of November 1, 2010, is made by Marco Xxxxxxx Xxxxxxxxx, Xxxxx xxx Graças Xxxxx
Xxxxxxx, Stefanini Participações Ltda., and Stefanini Consultoria e Assessoria
em Informatica S.A. (each a “Guarantor”, and
collectively, the “Guarantors”) in favor
of TechTeam Global, Inc. (the “Guaranteed
Party”).
WITNESSETH:
WHEREAS,
Platinum Merger Sub, Inc., a Delaware corporation (the “Purchaser”),
Stefanini International Holdings Ltd, a corporation organized under the laws of
England and Wales (“Parent”), and the
Guaranteed Party have entered into an Agreement and Plan of Merger dated the
date hereof (as the same may be amended from time to time, the “Agreement”) pursuant
to which, subject to the terms and conditions contained in the Agreement,
Purchaser shall commence a cash tender offer to purchase all outstanding shares
of Common Stock of the Guaranteed Party and, following the consummation of the
Offer, merge with and into the Guaranteed Party with the Guaranteed Party as
the Surviving Corporation; and
WHEREAS,
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each of the Guarantors is providing this Guarantee as a
condition and inducement to the Guaranteed Party’s willingness to enter into the
Agreement;
NOW
THEREFORE, each of the Guarantors agrees, for the benefit of the Guaranteed
Party, as follows.
ARTICLE
I
DEFINED
TERMS
SECTION
1.1. Agreement
Definitions. Unless otherwise defined herein or the context
otherwise requires, terms used in this Guarantee, including its preamble and
recitals, have the meanings provided in the Agreement.
ARTICLE
II
GUARANTEE
PROVISIONS
SECTION
2.1. Guarantee.
(a) To
induce the Guaranteed Party to enter into the Agreement, each Guarantor,
intending to be legally bound as primary obligor and not merely as surety,
hereby, absolutely, irrevocably and unconditionally guarantees to the Guaranteed
Party the due and punctual payment of any and all liabilities and obligations of
Parent and Purchaser under or pursuant to the Agreement, including, without
limitation, the Purchaser’s obligations to pay (i) at the Purchase Time, the
Offer Price for each Share validly tendered pursuant to the Offer, (ii) at the
Effective Time, the Merger Consideration, any other payment pursuant to Articles
I, I and III of the Agreement and any and all other amounts payable pursuant to
any other Section thereof, and (iii) subject to the express limitations set
forth in the Agreement including Section 8.2 of the Agreement, any and all
damages, losses, costs and expenses arising out of or related to any breach of
the Agreement by Purchaser (collectively, together with the non-payment
obligations of Purchaser pursuant to the Agreement, the “Guaranteed
Obligation”), in each case regardless of any automatic stay under
bankruptcy law or similar concept that prevents the Guaranteed Party from
pursuing any remedies against Parent or Purchaser. Notwithstanding
the foregoing sentence, the Guarantors also agree to cause Parent and Purchaser
to perform all of their respective non-payment obligations pursuant to the
Agreement. If the Parent or Purchaser fails to discharge its
Guaranteed Obligation when due in accordance with the applicable terms of the
Agreement, then the Guaranteed Party may at any time and from time to time, in
its sole discretion, and so long as Parent or Purchaser has failed to discharge
the Guaranteed Obligation, take any and all actions available hereunder or under
applicable Law to collect any of the Guarantors’ liabilities hereunder in
respect of the Guaranteed Obligation. The Guarantors shall pay, or
cause to be paid, the Guaranteed Party not later than the third day following
receipt of a written notice by the Guaranteed Party of the failure of the
Purchaser to pay any or all of the Guaranteed Obligation in accordance with the
Agreement, the full amount then due and payable by Parent under the Agreement in
cash by wire transfer to the account set forth in such notice.
(b) Subject
always to the last sentence of Section 2.2 below, this Guarantee is an absolute,
unconditional, irrevocable and continuing guarantee of payment and performance
and not of collection and shall (i) remain in full force and effect until
termination pursuant to Section 5.12, (ii) be binding upon each Guarantor, its
successors and assigns, and (iii) inure to the benefit of and be enforceable by,
the Guaranteed Party and its successors and permitted assigns. All
obligations to which this Guarantee applies or may apply under the terms hereof
shall be conclusively presumed to have been created in reliance
hereon. Any and all payments made pursuant to this Guarantee shall be
made in immediately available funds in lawful money of the United States of
America.
(c) Each
Guarantor waives promptness, diligence, notice of the acceptance of this
Guarantee and of the obligations hereunder, presentment, demand for payment,
notice of non-performance, notice of default, notice of dishonor and protest,
notice of any obligations incurred and all other notices of any kind, all
defenses which may be available by virtue of any valuation, stay, moratorium law
or other similar law now or hereafter in effect, any right to require the
marshalling of assets of Purchaser, Parent or any other Person interested in the
transactions contemplated by the Agreement, and all suretyship defenses
generally (other than defenses that are available to Purchaser or Parent under
or in connection with the Agreement (other than a Purchaser or Parent
bankruptcy)); provided, however, that nothing contained herein shall constitute
a waiver of any notice required to be given to Parent or Purchaser under the
Agreement. The Guarantors acknowledge that they will receive
substantial direct and indirect benefits from the transactions contemplated by
the Agreement and that the waivers set forth in this Guarantee are knowingly
made in contemplation of such benefits.
2
(d) Each
Guarantor agrees that its obligations hereunder (i) shall be enforceable against
such Guarantor without any party having to proceed first against Purchaser,
Parent, any other Guarantor, or any other Person and (ii) shall not be released
or discharged, in whole or in part, or otherwise affected by the failure or
delay on the part of any other party hereto to assert any claim or demand or to
enforce any right or remedy against Purchaser or Parent.
(e) Notwithstanding
any other provision of this Guarantee, Guaranteed Party, by its acceptance
hereof, acknowledges and agrees that the maximum aggregate liability of the
Guarantors hereunder shall not exceed the aggregate liability of Parent and
Purchaser under the Agreement, as determined in accordance with the terms of the
Agreement plus reasonable attorneys’ fees and other reasonable costs of
enforcement of, and collection under, this Guarantee.
SECTION
2.2. No
Discharge. The liability of each Guarantor under this
Guarantee shall not be limited or discharged by (a) any release or discharge of
any obligation of Purchaser or Parent contained in the Agreement resulting from
any change in the corporate or other company existence, structure or ownership
of Purchaser or Parent, or any insolvency, bankruptcy, reorganization,
liquidation or other similar proceeding affecting Purchaser or Parent or any of
their respective assets; (b) any amendment, modification or waiver of the
Agreement (or any document entered into in connection therewith), or change in
the manner, place or terms of payment or performance thereunder, or any change
or extension of the time of payment or performance of, renewal or alteration of,
any obligation thereunder, or the settlement of any dispute of any of the terms
thereof, except, in each case, to the extent that the obligations of Parent and
Purchaser under the Agreement are expressly modified, waived or released in
writing by the Guaranteed Party; (c) any lack of validity, legality or
enforceability of the Agreement caused by Parent, Purchaser or any Guarantor;
(d) the failure of the Guaranteed Party (i) to assert any claim or demand or to
enforce any right or remedy (including any right of setoff) against Purchaser or
Parent under the provisions of the Agreement, this Guarantee or pursuant to any
applicable Law or otherwise, or (ii) to exercise any right or remedy against any
other guarantor of any Guaranteed Obligation; (e) shall not be
subject to (and each Guarantor hereby waives any right to or claim of) any
counterclaim against the Guaranteed Party; or (f) the adequacy of any means the
Guaranteed Party may have of obtaining payment or performance of the Guaranteed
Obligation. The Guarantors shall be jointly and severally obligated
for any and all obligations in accordance with the terms of this
Guarantee. Notwithstanding anything to the contrary contained in this
Guarantee or otherwise, any defense that is available to Purchaser or Parent
under or in connection with the Agreement shall be available to the Guarantors
under this Guarantee.
SECTION
2.3. Postponement of Subrogation,
etc. Each Guarantor agrees that it will not
exercise any rights which it may acquire by way of rights of
subrogation under this Guarantee or any other agreement to which it is a party,
nor shall any Guarantor seek or be entitled to seek any contribution or
reimbursement from Purchaser or Parent in respect of any payment made or
performance hereunder, under the Agreement or otherwise, until following the
termination of this Guarantee. From time to time, any amount paid to
any such Guarantor on account of any such subrogation rights prior to the
termination of this Guarantee shall be held in trust for the benefit of the
Guaranteed Party and shall immediately be paid and turned over to the Guaranteed
Party in the form received by such Guarantor (duly endorsed in favor of the
Guaranteed Party, if required), to be applied against any portion of the
Guaranteed Obligation that is then due and payable, in accordance with the terms
hereof. In furtherance of the foregoing, at all times prior to the
termination of this Guarantee, each Guarantor shall refrain from taking any
action or commencing any proceeding against Purchaser or Parent (or their
respective successors or assigns, whether in connection with a bankruptcy
proceeding or otherwise) to recover any amounts in the respect of payments made
under this Guarantee to the Guaranteed Party.
3
SECTION
2.4. Reinstatement,
etc. In the event that any payment in respect of the
Guaranteed Obligation is rescinded or is otherwise required to be returned, this
Guarantee shall continue to be effective and each Guarantor shall remain liable
hereunder as if such payment had not been made. The Guaranteed Party
shall not be obligated to file any claim relating to the Guaranteed Obligation
in the event that Purchaser or Parent becomes subject to a bankruptcy,
reorganization or similar proceeding, and the failure of the Guaranteed Party to
so file shall not affect each Guarantor’s obligations hereunder.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES
SECTION
3.1. Representations and
Warranties of the Guarantors. The Guarantors, jointly and
severally, hereby represent and warrant to the Guaranteed Party as
follows:
(a) Organization. To
the extent that each Guarantor is a corporation, partnership, limited liability
company, association, trust, unincorporated organization, such Guarantor is duly
organized and validly existing under the laws of its jurisdiction of
organization and has all requisite power and authority to carry on its business
as now being conducted. Marco Xxxxxxx Xxxxxxxxx and Xxxxx Xxx Graças
Xxxxx Xxxxxxx collectively own, as of the date hereof and as of the Purchase
Time, directly all of the outstanding equity interests in Parent, and indirectly
through Parent, all of the outstanding equity interests in
Purchaser.
(b) Capacity. To
the extent that each Guarantor is an individual, such Guarantor has full legal
capacity, power and authority to execute and deliver this Guarantee and to
perform its obligations hereunder.
(c) Authorization. (i)
Each Guarantor has all requisite power and authority to enter into this
Guarantee and to consummate the transactions contemplated by this Guarantee;
(ii) the execution, delivery and performance of this Guarantee by each Guarantor
and the consummation by each Guarantor of the transactions contemplated by this
Guarantee have been duly authorized by all necessary action on the part of each
Guarantor; and (iii) this Guarantee has been duly executed and delivered by each
Guarantor and, assuming the valid execution and delivery by all counterparties
thereto, will constitute a valid and binding agreement of each Guarantor
enforceable against each Guarantor in accordance with its terms, except as such
enforcement may be limited by or subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors’ rights generally and general equitable
principles (whether considered in a proceeding in equity or at
law).
4
(d) No Violation;
Consents. The execution, delivery and performance of this
Guarantee by each Guarantor does not, and the consummation by the Guarantor of
the transactions contemplated by this Guarantee will not, (i) conflict with, or
result in any violation or breach of, each Guarantor’s organizational documents,
if such Guarantor is a corporation, partnership, limited liability company,
association, trust, unincorporated organization, (ii) result in any violation or
breach of, or constitute (with or without notice or lapse of time, or both) a
default (or give rise to a right of termination, cancellation or acceleration of
any obligation or loss of any material benefit) under, or require a consent or
waiver under, any contract to which such Guarantor is a party or by which such
Guarantor may be bound, or (iii) contravene, conflict with, or result in a
violation of any of the terms or requirements of, or give any Governmental
Entity or any other Person the right to revoke, withdraw, suspend, cancel,
terminate or modify, any permit, concession, franchise, license, judgment or Law
applicable to such Guarantor or its properties or assets. No consent
or filing with any Governmental Entity which has not been obtained or made by
each Guarantor is required for or in connection with the execution and delivery
of this Guarantee by each such Guarantor, and the consummation by each such
Guarantor of the transactions contemplated hereby.
(e) Best
Interests. It is in the best interests of each Guarantor to
execute this Guarantee inasmuch as each Guarantor will derive substantial direct
and indirect benefits from the consummation of the transactions contemplated
under the Agreement, and each Guarantor agrees that the Guaranteed Party is
relying on this representation as a material inducement to agreeing to enter
into the Agreement.
ARTICLE
IV
COVENANTS
SECTION
4.1. Acknowledgment and
Non-Contravention of Specific Performance. Each Guarantor
acknowledges the terms and provisions of Section 9.12 of the Agreement, and
hereby covenants and agrees that it will not object to, or take any position
inconsistent with respect to, whether in a court of law or otherwise, the
appropriateness of specific performance as a remedy for a breach of the
Agreement; provided, however, that nothing
in this Section 4.1 shall limit the ability of any Guarantor or other Person to
assert any defense or take any other position with respect to any obligation or
alleged obligation under the Agreement, this Guarantee or any other
agreement.
SECTION
4.2. No
Assertion of Invalidity. Each Guarantor covenants and agrees
that it shall not institute, and shall cause each of its Affiliates not to
institute, any proceedings asserting that this Guarantee is illegal, invalid or
unenforceable in accordance with its terms.
SECTION
4.3. Further
Assurances. Each Guarantor covenants and agrees that at any
time prior to the Purchase Time, upon the Guaranteed Party’s reasonable request,
such Guarantor shall execute and deliver such other instruments and take such
other actions as the Guaranteed Party may reasonably deem necessary or desirable
in order to make this Guarantee enforceable in all applicable jurisdictions in
which such Guarantor is located or organized or in which such Guarantor has any
assets, including additional copies of this Guarantee, in English or translated
in any applicable foreign language, duly executed by such Guarantor, with any
necessary formalities (such as notarization) properly complied with in
accordance with the requirements of any applicable
jurisdiction.
5
ARTICLE
V
MISCELLANEOUS
PROVISIONS
SECTION
5.1. Assignment. Neither
this Guarantee nor any rights, interests and obligations hereunder will be
assigned by operation of law or otherwise without the prior written consent of
each of the other parties, and any attempted assignment without such consent
shall be void and of no effect.
SECTION
5.2. Amendments,
etc. No amendment to or waiver of any provision of this
Guarantee, nor consent to any departure by any Guarantor herefrom, shall in any
event be effective unless the same shall be in writing and signed by the
Guaranteed Party, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given. This Guarantee
may not be amended except by an instrument in writing signed by each of the
parties hereto.
SECTION
5.3. Notices. All
notices, requests, claims, demands and other communications (“Notices”) hereunder
shall be in writing and shall be given: (1) when delivered, if delivered in
person; (2) when sent, if sent (A) by confirmed facsimile (which shall mean the
confirmation of date and time of transmission by the transmitting equipment
sending such facsimile), or (B) by confirmed email (which shall mean the
confirmation of receipt of the email by either the party receiving such Notice
or such party’s legal counsel listed below, by email) (and each party hereby
covenants and agrees to provide such confirmation of receipt of the email either
directly or via such party’s legal counsel upon receipt), provided, that in each of cases
(1), 2(A) or 2(B) Notices delivered after 5:00 p.m. of such recipient’s local
time on a Business Day at the place of delivery shall be deemed given at 9:00
a.m. of such recipient’s local time on the next Business Day or (3)
by confirmed overnight delivery via an internationally recognized overnight
delivery service (cost prepaid) (which shall mean the confirmation of date and
time of delivery by the courier service) for next day delivery; provided, that Notices pursuant
to method (3) shall only be a permitted means of delivery in the event that
confirmation is not received pursuant to 2(A) or 2(B), and provided further that
Notices sent via method (3) shall be deemed to have been delivered two (2)
Business Days after sending, if sent. Such Notices shall be sent in
each case to the respective parties at the following addresses below (or at such
other address or person as a party may designate by notice to the other
parties), and in the case of Notices sent by means other than (2)(B) above,
parties shall also deliver, simultaneously or immediately following delivery of
notice, a confirming copy of such Notice (which delivery shall not constitute
notice hereunder except as provided in (2)(B)) to the email addresses designated
below (or to such other email address or person as a party may designate by
notice to the other parties):
if to
Stefanini Participações Ltda, Stefanini Consultoria e Assessoria em Informatica
S.A., Marco Xxxxxxx Xxxxxxxxx or Xxxxx xxx Graças Xxxxx Xxxxxxx:
c/o
Stefanini IT Solutions SA
6
Xxxxxxx
Xxxxxxxxxx Xxxxx Xxxx, 0000
00x
Xxxxx
Xxx Xxxxx
SP
000000-000
Xxxxxx
Attention:
Xxxxxxx Xxxxxx Xxxxxxxx
Facsimile:
011 55 11 3815-2800
Email:
xxxxxxxxx@xxxxxxxxx.xxx
with
additional copies (which will not constitute notice) to:
0 Xxxxxxx
Xxxxxx
Xxxxxx
X0X 0XX
Xxxxxx
Xxxxxxx
Attention: Xxxxxxx
Xxxxxx xx Xxxxxx Xxxxxxxx
Facsimile:
011 55 11 3815-2800
Email:
xxxxxxxxx@xxxxxxxxx.xxx
and
DLA Piper
LLP (US)
0000
Xxxxxxxxxx Xxxxxx
Xxxx Xxxx
Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxx
Xxxx Xxxxxxx, Esq.
Facsimile: 0-000-000-0000
Email: xxxxx.xxxxxxx@xxxxxxxx.xxx
if to the
Guaranteed Party:
TechTeam
Global, Inc.
00000
Xxxx 00 Xxxx Xxxx
Xxxxxxxxxx,
XX 00000
Attention: Xxxxxxx
X. Xxxxx, Esq.
Facsimile: (000)
000-0000
Email: XXxxxx@xxxxxxxx.xxx
with an
additional copy (which will not constitute notice) to:
Ropes
& Xxxx LLP
Prudential
Tower, 000 Xxxxxxxx Xxxxxx
Xxxxxx,
XX 00000
Attention: Xxxxxxx
X. Xxxx, Esq.
Facsimile: (000)
000-0000
Email: Xxxxxxx.Xxxx@xxxxxxxxx.xxx
7
SECTION
5.4. No
Waiver; Remedies. No failure on the part of the Guaranteed
Party to exercise any power, right, privilege or remedy under this Guarantee,
and no delay on the part of the Guaranteed Party in exercising any power, right,
privilege or remedy under this Guarantee, shall operate as a waiver of such
power, right, privilege or remedy; and no single or partial exercise of any such
power, right, privilege or remedy shall preclude any other or further exercise
thereof or of any other power, right, privilege or remedy. The
Guaranteed Party shall not be deemed to have waived any claim arising out of
this Guarantee, or any power, right, privilege or remedy under this Guarantee,
unless the waiver of such claim, power, right, privilege or remedy is expressly
set forth in a written instrument duly executed and delivered on behalf of the
Guaranteed Party; and any such waiver shall not be applicable or have any effect
except in the specific instance in which it is given. The Guaranteed
Party shall not have any obligation to proceed at any time or in any manner
against, or exhaust any or all of the Guaranteed Party’s rights against, Parent,
Purchaser or any other Person eligible for any portion of the Guaranteed
Obligation or interested in the Transactions contemplated by the Purchase
Agreement prior to proceeding against the Guarantors.
SECTION
5.5. Entire
Agreement. This Guarantee constitutes the entire agreement
among the parties with respect to the subject matter hereof and supersedes all
prior agreements and undertakings, both written and oral, among the parties, or
any of them, with respect to the subject matter hereof. In
determining to enter into this Guarantee, no party has relied upon, and each
party expressly disclaims any reliance upon, any representation, warranty,
covenant or agreement except as expressly set forth herein. All
parties acknowledge and agree that each party and its counsel have carefully
reviewed this Guarantee, and that it shall not be construed more strictly
against any party.
SECTION
5.6. Captions. Section
captions used in this Guarantee are for convenience of reference only, and shall
not affect the construction of this Guarantee.
SECTION
5.7. Severability. If
any term or other provision of this Guarantee is invalid, illegal or incapable
of being enforced by any rule of law or public policy, the remaining provisions
of this Guarantee will be enforced so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that the
transactions contemplated by this Guarantee are fulfilled to the fullest extent
possible. No party hereto shall assert, and each party shall
cause its respective Affiliates not to assert, that this Guarantee or any part
hereof is invalid, illegal or unenforceable.
SECTION
5.8. Governing
Law. This Guarantee, and any claim arising out of or relating
to this Guarantee, its negotiation, terms or performance, or the transactions
contemplated hereby, shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware, without giving effect to any
choice or conflict of law provision or rule (whether of the State of Delaware or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Delaware.
8
SECTION
5.9. Forum
Selection and Consent to Jurisdiction. (a) Each of the
Guarantors and the Guaranteed Party irrevocably agrees that any legal action or
proceeding arising out of or relating to this Guarantee, its negotiation, terms
or performance, or the transactions contemplated hereby, or for recognition and
enforcement of any judgment entered in any such action or proceeding, shall be
brought and determined exclusively in the Chancery Court of the State of
Delaware (or, if the Chancery Court declines to accept jurisdiction over such
matter, in any federal or state court within the State of
Delaware). Each of the Guarantors and the Guaranteed Party hereby
irrevocably submits with regard to any such action or proceeding for itself and
in respect of its property, generally and unconditionally, to the personal
jurisdiction and venue of the aforesaid courts and agrees that it will not bring
any such action in any court other than the aforesaid courts. Each of
the parties hereto hereby irrevocably waives, and agrees not to assert as a
defense, counterclaim, by way of motion, or otherwise, in any such action or
proceeding: (i) any claim that it is not personally subject to the
jurisdiction of the above named courts, (ii) any claim that it or its property
is exempt or immune from the jurisdiction of any such court or from any legal
process issued by such courts (whether through service of notice, attachment
prior to judgment, attachment in aid of execution of judgment, execution of
judgment, or otherwise) and (iii) to the fullest extent permitted by the
applicable Law, any claim that (x) such action or proceeding in such court is
brought in an inconvenient forum, (y) the venue of such action or proceeding is
improper or this Guarantee, or the subject mater hereof, may not be enforced in
or by such courts.
(b) Each
Guarantor irrevocably agrees (and Guaranteed Party, by its acceptance of this
Guaranty, irrevocably agrees), that service of process, or of any other notice,
pleading, order or other document of any kind in connection with any such action
or proceeding brought with respect to this Guaranty, may be made by service in
compliance with Section 5.3 of this Guaranty or any other method permitted by
the Law of the State of Delaware or of any other jurisdiction in which such
Guarantor is located or has assets, and shall be, and shall conclusively be
deemed to be, valid and effective service upon each party thus served in
accordance with Section 5.3 any other method permitted by Law in the State of
Delaware or any other jurisdiction such Guarantor is located or has
assets.
(c) Notwithstanding
anything to the contrary expressed or implied in this Guarantee, each Guarantor
acknowledges and agrees that: (i) an action or proceeding to enforce
or collect upon any order or judgment issued by any of the courts specified in
Section 5.9(a) in any action or proceeding contemplated by Section 5.9(a) may be
brought in any jurisdiction where any Guarantor, or any direct or indirect
subsidiary of any Guarantor, is located or has assets; and (ii) it irrevocably
waives any objection to registration, exequatur, execution, enforcement or
collection of any order or judgment within subclause (i) in any such enforcement
or collection action or proceeding.
SECTION
5.10. Counterparts,
etc. This Guarantee may be executed and delivered (including
by facsimile transmission) in two (2) or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed and
delivered shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement.
SECTION
5.11. Waiver of Jury
Trial. EACH
GUARANTOR AND THE GUARANTEED PARTY HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL
BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTEE
OR ITS NEGOTIATION, TERMS OR PERFORMANCE, OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
9
SECTION
5.12. Termination. This Guarantee
shall terminate and the Guarantors shall have no further obligation under this
Guarantee as of the earlier of: (i) the Effective Time; (ii) if the
Agreement is terminated in accordance with its terms (other than pursuant to
Section 8.1(a), Section 8.1(c), or Section 8.1(d)(iii)), at the close of
business on the 100th day after such termination of the Agreement (provided,
that this Guarantee shall survive, with respect to claims made in writing
hereunder within 100 days after such termination of the Agreement, until the
date such claim is finally and fully resolved by entry of a final,
non-appealable order or judgment (and satisfaction by the Guarantors of the
amount, if any, so determined to be payable), or by satisfaction in full by the
Guarantors of any written agreement with the Guaranteed Party resolving such
claim; and (iii) the termination of the Agreement in accordance with Section
8.1(a), Section 8.1(c) or Section 8.1(d)(iii) thereof.
10
IN
WITNESS WHEREOF, the parties hereto have caused this Guarantee to be duly
executed as of the day and year first written above.
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/s/ Marco Xxxxxxx
Xxxxxxxxx
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XXXXX
XXXXXXX XXXXXXXXX
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/s/ Xxxxx xxx Gracas Xxxxx
Xxxxxxx
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XXXXX
DAS GRAÇAS XXXXX XXXXXXX
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STEFANINI
PARTICIPAÇÕES LTDA.
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By:
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/s/ Marco Xxxxxxx
Xxxxxxxxx
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Name: Marco
Xxxxxxx Xxxxxxxxx
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Title: President
& CEO
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STEFANINI
CONSULTORIA E ASSESSORIA
EM
INFORMATICA S.A
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By:
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/s/ Marco Xxxxxxx
Xxxxxxxxx
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Name: Marco
Xxxxxxx Xxxxxxxxx
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Title: President
and CEO
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ACCEPTED
AND AGREED:
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TECHTEAM
GLOBAL, INC.
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By:
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/s/ Xxxxxxx X. Xxxxx
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Name:
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Xxxxxxx
X. Xxxxx
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Title:
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Corporate
Vice President,
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General
Counsel and Secretary
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