EXCHANGE AGREEMENT

Exhibit B

This EXCHANGE AGREEMENT (this “Agreement”) is made as of October 4, 2022, by and among Team, Inc., a Delaware corporation (the “Company”) and the parties set forth on the signature pages hereto (each, a “Holder” and collectively, the “Holders”).

RECITALS

WHEREAS, the Company previously issued its 5.00% Convertible Senior Notes due 2023 (the “Notes”), pursuant to that certain indenture, dated July 31, 2017 (as supplemented, the “Indenture”), by and between the Company and Branch Banking and Trust Company, as trustee;

WHEREAS, the Company and each Holder desire to exchange all Notes beneficially owned by each such Holder (the “Exchanging Notes”) for an equivalent increased principal amount of term loans (the “New Term Loans”) under that certain Unsecured Term Loan Credit Agreement, dated as of November 9, 2021 (as amended from time to time prior to the date hereof, the “Unsecured Term Loan Credit Agreement”), upon the terms and conditions set forth in this Agreement;

WHEREAS, the Company entered into the Corre/AP Term Sheet (as defined in the Unsecured Term Loan Credit Agreement) on November 9, 2021 pursuant to which each of the Holders has the right to exchange the Exchanging Notes into New Term Loans (as defined below) and each Holder has exercised such right; and

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows.

1. EXCHANGE.

Section 1.1 Closing.

(a) Subject to the terms and conditions set forth in this Agreement, each Holder hereby agrees to exchange, and the Company agrees to accept for exchange, at the Closing (as defined below), the Exchanging Notes held by such Xxxxxx as set forth in Schedule 1 hereto, for a principal amount of New Term Loans (which amount is set forth in Schedule 1 hereto) equal to (i) the principal amount of the Exchanging Notes as of the Closing Date (as defined below) plus (ii) all accrued and unpaid interest on the Exchanging Notes to, but excluding, the Closing Date (as defined below), with the aggregate principal amount of New Term Loans to be issued to such Holder rounded down to $1.00 or the nearest integral multiple of $1.00 in excess thereof (which amount is set forth in Schedule 1 hereto) (the “Private Exchange”). No interest will accrue on the Exchanging Notes after the Closing Date.

(b) Effective upon the Closing, (i) all Exchanging Notes held by each Holder and exchanged in the Private Exchange shall be cancelled and the Company’s obligation to pay any amounts on such Exchanging Notes shall be terminated and (ii) each Holder waives any and all claims with respect to such Exchanging Notes and all accrued and unpaid interest thereon.

2. CLOSING.

Section 2.1 Closing. The Private Exchange shall close on the date hereof or such later date as may be mutually agreed by each of the parties hereto (the “Closing Date”) and will take place remotely by the electronic exchange of documents and signatures (the “Closing”).

Section 2.2 Delivery of Securities. At the Closing, subject to the terms and conditions hereof, each Holder will deliver to the Company for immediate cancellation the Exchanging Notes held by such Holder (which amount is set forth in Schedule 1 hereto) through the Deposit and Withdrawal and Custodian System of The Depository Trust Company in the amounts calculated as set forth in Section 1.1(a) (which amount is set forth in Schedule 1 hereto).

Section 2.3 Execution of Closing Documents. At the Closing, the Company will enter into Amendment No. 8 to that certain Unsecured Term Loan Credit Agreement (the Unsecured Term Loan Credit Agreement, as amended by such Amendment No. 8, the “Amended Credit Agreement” and together with this Agreement, the “Closing Documents”) attached hereto as Exhibit A.

Section 2.4 Consummation of Closing. All acts, deliveries and confirmations comprising the Closing, regardless of chronological sequence, shall be deemed to occur contemporaneously and simultaneously upon the occurrence of the last act, delivery or confirmation of the Closing and none of such acts, deliveries or confirmations shall be effective unless and until the last of the same shall have occurred.

Section 2.5 No Transfer of Exchanging Notes Prior to the Closing. Each Holder agrees that until the earlier of the Closing and the termination of this Agreement pursuant to Section 6.6, it shall not sell, assign, pledge, transfer or otherwise dispose of, nor permit the sale, assignment pledge, transfer or other disposition of any beneficial ownership interest in the Exchanging Notes it beneficially owns other than pursuant to the Private Exchange.

Section 2.6 No Transfer of Exchanging Notes After the Closing; No Further Ownership Rights in the Exchanging Notes. Upon consummation of the Closing, all Exchanging Notes (or interests therein) exchanged pursuant to this Agreement shall cease to be transferable. From and after the Closing, each Holder shall cease to have any rights with respect to such Exchanging Notes, except as otherwise provided for herein or by applicable law. Upon consummation of the Closing, the Exchanging Notes shall be deemed cancelled and no longer outstanding.

Section 2.7 Interest on the New Term Loans. Interest shall accrue under the New Term Loans issued in exchange for the Exchanging Notes from and including the Closing Date in accordance with the terms of the Amended Credit Agreement.

3. REPRESENTATIONS, WARRANTIES AND CERTAIN AGREEMENTS OF THE COMPANY.

The Company hereby represents and warrants, as of the date hereof and as of the Closing Date (unless otherwise specifically provided) to the Holders, and agrees with each Holder as follows:

(a) Organization and Good Standing. The Company is duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization.

(b) Due Authorization. All corporate action on the part of the board of directors of the Company for the authorization, execution, delivery of, and the performance of all obligations of the Company under the Closing Documents has been taken as of the date hereof or will be taken prior to the Closing Date. As of the date hereof, this Agreement has been duly authorized, executed and delivered by and constitutes a valid and legally binding obligation of, and, as of the Closing Date, the Closing Documents will have been duly authorized, executed and delivered by and will constitute a valid and legally binding obligation of the Company, enforceable against it in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and (ii) the effect of rules of law governing the availability of equitable remedies. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental entity is required on the part of the Company in connection with its execution, delivery and performance of the Closing Documents, and the consummation by the Company of the Private Exchange.

(c) Corporate Power. The Company has the corporate power and authority to execute and deliver, and perform its obligations under, the Closing Documents.

(d) Arms’ Length Dealing. The Company acknowledges that the terms of the Private Exchange have been negotiated between the Holders and the Company and that the Company was given a meaningful opportunity to negotiate the terms of the Private Exchange.

(e) Compliance with Other Instruments. The execution, delivery and performance of the Closing Documents and the consummation of the Private Exchange, will not (i) result in violation, breach or default by the Company, and will not conflict (and there is no current violation, breach, default or conflict) with, (A) any term of its certificate of incorporation or bylaws, (B) any law, rule or regulation, or any judgment, decree, order, writ, or any statute, rule or regulation applicable to the Company or (C) any contract, deed, agreement or other instrument to which the Company is party, except, in the case of clauses (B) and (C), for violations, defaults or conflicts that would not reasonably be expected to have a material adverse effect on the business, properties, management, operations or prospects of the Company and its subsidiaries, taken as a whole, or on the ability of the Company to complete the Private Exchange or (ii) require any approval of stockholders, members or partners or any approval or consent of any person under any contractual obligation of the Company, except for such approvals or consents which will be obtained on or before the Closing Date and except for any such approvals or consents the failure of which to obtain will not have a material adverse effect on the business, properties, management, operations or prospects of the Company and its subsidiaries, taken as a whole, or on the ability of the Company to complete the Private Exchange. As of the date hereof, the Company has no actual knowledge of any event that, due to any fiduciary or similar duty to any other person or entity, would prevent it from taking any action required of it under this Agreement.

4. REPRESENTATIONS AND WARRANTIES OF THE HOLDERS.

Each Holder hereby, severally and not jointly, represents and warrants to as of the date hereof and as of the Closing Date (unless otherwise specifically provided), and agrees with the Company as follows:

(a) Organization and Good Standing. Each Holder is duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization.

(b) Authorization. This Agreement constitutes such Holder’s valid and legally binding obligation, enforceable against such Holder in accordance with its terms except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and (ii) the effect of rules of law governing the availability of equitable remedies. Such Holder represents and warrants to the Company that it has the requisite power and authority to enter into this Agreement. No consent, approval, permit, governmental order, declaration or filing with, or notice to, any governmental authority is required by or with respect to such Holder in connection with the execution and delivery of the Closing Documents and the consummation of the Private Exchange.

(c) Investment Experience. Such Holder understands that the transactions contemplated hereby involve substantial risk. Such Holder has experience as an investor in evaluating the merits and risks of its investment in the New Term Loans and acknowledges that it is able to fend for itself, can bear the economic risk of the transactions contemplated hereby and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Private Exchange contemplated hereby and protecting its own interests in connection with this investment.

(d) Investor Status. Such Holder, (i) either qualifies as a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or (2) an “accredited investor” pursuant to Rule 501(a)(1), (a)(2), (a)(3) or (a)(7) of Regulation D promulgated under the Securities Act.

(e) Good Title. Such Holder (i) is the beneficial owner (including pursuant to any swap or derivative transaction) of the face amount of the Exchanging Notes to be exchanged or is the nominee, investment manager or advisor for beneficial owners of or discretionary accounts holding the Exchanging Notes to be exchanged pursuant to this Agreement, (ii) as of the Closing Date, will hold such Exchanging Notes free and clear of any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership whatsoever (in each case, other than pledges or securities interests that the Holder may have created in favor of a prime broker in accordance with its prime brokerage agreement with such broker, or except as may arise pursuant to the terms of such Exchanging Notes or the Indenture), and (iii) upon such Holder’s delivery of such Exchanging Notes to the Company pursuant to the Private Exchange, such Exchanging Notes shall be free and clear of any charge, claim, community property interest, pledge, condition equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership whatsoever (in each case except as may arise pursuant to the terms of such Exchanging Notes or the Indenture).

(f) Arms’ Length Dealing. Such Holder acknowledges that the terms of the Private Exchange have been individually and mutually negotiated between such Holder and the Company and that the Holder was given a meaningful opportunity to negotiate the terms of the Private Exchange.

(g) Compliance with Other Instruments. The execution, delivery and performance of the Closing Documents and the consummation of the Private Exchange, will not (i) result in violation, breach or default by such Holder, and will not conflict (and there is no current violation, breach, default or conflict) with, (A) any term of its certificate of incorporation or bylaws, (B) any law, rule or regulation, or any judgment, decree, order, writ, or any statute, rule or regulation applicable to such Holder or (C) any contract, deed, agreement or other instrument to which such Holder may be party, except, in the case of clauses (B) and (C), for violations, defaults or conflicts that would not reasonably be expected to have a material adverse effect on the business, properties, management, operations or prospects of such Holder, or on the ability of such Holder to complete the Private Exchange or (ii) require any approval of stockholders, members or partners or any approval or consent of any person under any contractual obligation of such Holder, except for such approvals or consents which will be obtained on or before the Closing Date and except for any such approvals or consents the failure of which to obtain will not have a material adverse effect on the business, properties, management, operations or prospects of such Holder, or on the ability of such Holder to complete the Private Exchange. As of the date hereof, it has no actual knowledge of any event that, due to any fiduciary or similar duty to any other person or entity, would prevent it from taking any action required of it under this Agreement.

(h) Advice of Advisor. Such Holder has had the opportunity to consult such Xxxxxx’s own advisors with respect to the consequences to such Holder of the ownership and exchange of the Exchanging Notes as well as the ownership of the New Term Loans, including the legal and tax consequences under federal, state, local, and other laws of the United States or any other country and the possible effects of changes in any such laws.

5. CONDITIONS TO CLOSING.

Section 5.1 Conditions to the Holders’ Obligations. The obligation of each Holder to complete the Closing is subject to the fulfillment, on or before the Closing Date of the following conditions precedent:

(a) the representations and warranties of the Company contained in Section 3 hereof shall be true and correct in all material respects at and as of the date hereof and as of the Closing Date with the same effect as if made at and as of such date and after giving effect to the Private Exchange (except for such representations and warranties made as of a specified date, which shall be true and correct only as of the specified date);

(b) the Company shall have performed and complied, in all material respects, with all of their respective covenants and agreements contained in this Agreement that contemplate, by their terms, performance or compliance on or prior to the Closing Date, if any; and

Section 5.2 Condition to the Company’s Obligations. The obligation of the Company to complete the Closing with any Holder is subject to the fulfillment on or before the Closing Date, of the conditions precedent set forth in Section 5.1 and to the following additional conditions precedent:

(a) the representations and warranties of each Holder contained in Section 4 hereof shall be true and correct in all material respects at and as of the date hereof and as of the Closing Date with the same effect as if made at and as of such date and after giving effect to the Private Exchange (except for such representations and warranties made as of a specified date, which shall be true and correct only as of the specified date);

(b) each Holder shall have performed and complied, in all material respects, with all of its respective covenants and agreements contained in this Agreement that contemplate, by their terms, performance or compliance on or prior to the Closing Date; and

6. GENERAL PROVISIONS.

Section 6.1 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.

Section 6.2 Governing Law.

(a) This Agreement shall be governed by and construed under the internal laws of the State of New York without reference to principles of conflict of laws or choice of laws that would indicate the applicability of the laws of any other jurisdiction.

(b) Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement in a New York state or federal court sitting in the Borough of Manhattan, New York, New York (the “Chosen Court”), and solely in connection with claims arising under this Agreement: (i) irrevocably submits to the exclusive jurisdiction and the authority of the Chosen Court; (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Court; and (iii) waives any objection that the Chosen Court is an inconvenient forum, does not have jurisdiction over any party hereto, or lacks the constitutional authority to enter final orders in connection with such action or proceeding.

(c) Each party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding arising out of, or relating to, this Agreement or the transactions contemplated hereby (whether based on contract, tort, or any other theory). Each party (i) certifies that no representative, agent, or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 6.2.

Section 6.3 Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile, or by email in portable document format (.pdf) and delivery of the signature page by such method will be deemed to have the same effect as if the original signature had been delivered to the other parties.

Section 6.4 Headings; Interpretation. In this Agreement, (i) the meaning of defined terms shall be equally applicable to both the singular and plural forms of the terms defined, (ii) the captions and headings are used only for convenience and are not to be considered in construing or interpreting this Agreement, and (iii) the words “including” and “include” shall be deemed to be followed by the words “without limitation.” All references in this Agreement to “Sections” and “Exhibits” shall, unless otherwise provided, refer to sections hereof and schedules and exhibits attached hereto, all of which schedules and exhibits are incorporated herein by this reference.

Section 6.5 Notices. Any and all notices required or permitted under this Agreement shall be deemed effectively given if in writing and delivered, by electronic mail, courier, or registered or certified mail (return receipt requested), to the following addresses (or at such other addresses as shall be specified by like notice):

(i)	if to the Company, to:

	Team, Inc. 00000 Xxxxx Xxxxxxx Xx., Xxxxx 000 Xxxxx Xxxx, Xxxxx 00000 Attention: Xxxxx Xxxxxxxx Email: xxxxx.xxxxxxxx@xxxxxxx.xxx

	with copies to (which shall not constitute notice):

	Xxxxxxxx & Xxxxx LLP 000 Xxxx Xx. Xxxxxxx, Xxxxx 00000 Attention: Xxxxxxx X. Xxxxx; Xxxxxxx X. Xxxxxxx, P.C.; Xxxxx X. Xxxxxxxx Email: xxxx.xxxxx@xxxxxxxx.xxx; xxxxxxx.xxxxxxx@xxxxxxxx.xxx; xxxxx.xxxxxxxx@xxxxxxxx.xxx

(ii)	if to the Holders, to:

	Corre Partners Management, LLC 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxxxxx Email: xxxx@xxxxxxxxxxxxx.xxx

	with copies to (which shall not constitute notice):

	Xxxxxxx Xxxx & Xxxxxxxxx LLP 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxx; Xxxx X. Xxxx; Xxxxx X. Xxxxxxx Email: xxxxxxx@xxxxxxx.xxx; xxxxx@xxxxxxx.xxx; xxxxxxxx@xxxxxxx.xxx.

Section 6.6 Termination. The obligations of the parties hereunder shall automatically terminate upon the written agreement of each of the parties to this Agreement.

Section 6.7 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

Section 6.8 Entire Agreement. This Agreement and all schedules and exhibits hereto and thereto, constitute the entire agreement and understanding of the parties with respect to the subject matter hereof and supersede any and all prior negotiations, correspondence, agreements, understandings, duties, or obligations between the parties with respect to the subject matter hereof; provided that nothing herein shall limit the parties’ respective rights under that certain Corre/AP Term Sheet (as defined in the Unsecured Term Loan Credit Agreement) dated November 9, 2021.

Section 6.9 Further Assurances. From and after the date of this Agreement, upon the request of a Holder or the Company, the Company, each Holder shall execute and deliver such instruments, documents, or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the Private Exchange and the intent and purposes of this Agreement.

Section 6.10 Amendment. This Agreement may be modified or amended only by written agreement of each of the parties to this Agreement.

Section 6.11 Miscellaneous. For the avoidance of doubt, each representation, warranty, obligation and covenant, if any, of each Holder herein relates solely to that Holder and no Holder shall be liable for the inaccuracy of any representation or warranty or any breach of any obligation or covenant of another Holder hereunder.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Exchange Agreement as of the date first written above.

TEAM, INC.

By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title:   Executive Vice President, Administration, Chief
             Legal Officer and Secretary

HOLDERS:

CORRE OPPORTUNITIES QUALIFIED MASTER FUND, LP
CORRE HORIZON FUND, LP
CORRE HORIZON II FUND, LP

By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Authorized Signatory

Schedule 1
Information of Noteholders

Beneficial Owner	Amount of the Exchanging Notes	Amount of the New Term Loans
Corre Opportunities Qualified Master Fund, LP	$45,645,683	$46,284,723
Corre Horizon Fund, LP	$9,298,515	$9,428,694
Corre Horizon Fund, LP (Series B)	$946,400	$959,650
Corre Horizon II Fund, LP	$319,072	$323,539

Exhibit A

Amendment No. 8 to Unsecured Term Loan Credit Agreement

[See attached]

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EXCHANGE AGREEMENT

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