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EXHIBIT 2.2
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT ("Amendment") is
entered into on July 29, 1998, by and among TEAM, INC., a Texas corporation
("Team"), X. XXXXX AND XXXXX XXXXXX, both of whom are individual residents of
the State of Oregon (the "Benhams"), THE CLIMAX PORTABLE MACHINE TOOLS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN TRUST (the "ESOP"), which is a qualified plan
under Section 401(a) of the Code and an exempt trust under Section 501(a) of the
Code, XXXXXXX X. XXXX, TRUSTEE OF THE XXXXXXX XXXX LIVING TRUST u/t/a DATED
NOVEMBER 25, 1996, a trust created under the laws of the State of Oregon (the
"Edin Trust"), and XXXXX X. XXXXXX, an individual resident of the State of
Oregon ("Xxxxxx").
INTRODUCTION
The Parties entered into that certain Stock Purchase Agreement, dated
as of July 3, 1998 (the "Agreement"), which the Parties now desire to amend as
described below. Capitalized terms not otherwise defined in this Amendment shall
have the meanings given to them in the Agreement.
Now, therefore, in consideration of the premises and the mutual
promises herein made, and for other good and valuable consideration, the Parties
agree as follows.
AGREEMENT
The Parties agree that the Delivery Date (as set forth in Section 4 of
the Agreement) shall be Wednesday, August 5, 1998. All other terms and
provisions of the Agreement shall continue in full force and effect, unaffected
by this Amendment.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date first above written.
TEAM:
TEAM, INC.
By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx, President
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THE BENHAMS:
/s/ R. XXXXX XXXXXX
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R. XxXxx Xxxxxx
XXXXX XXXXXX
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Xxxxx Xxxxxx
THE ESOP:
CLIMAX PORTABLE
MACHINE TOOLS, INC. EMPLOYEE
STOCK OWNERSHIP PLAN TRUST
By: /s/ XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx, Trustee
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx, Trustee
By: /s/ R. XXXXX XXXXXX
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R. XxXxx Xxxxxx, Trustee
THE EDIN TRUST:
The Xxxxxxx Xxxx Living Trust
By: /s/ XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx, Sole Trustee
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XXXXXX:
/s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
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