EXHIBIT 2.02
FIRST AMENDMENT OF SHARE PURCHASE AGREEMENT
DATED AS OF FEBRUARY 9 2007
This First Amendment to the Share Purchase Agreement is dated as of February 9,
2007, by and among TechTeam Global AB, a company duly incorporated and organized
under the laws of Sweden (the "Purchaser") and SQM Nordic AB, a company duly
incorporated and organized under the laws of Sweden ("Seller"), to purchase all
of the outstanding shares of SQM Sverige AB, a company duly incorporated and
organized under the laws of Sweden (the "Company").
Background
The Seller and the Purchaser have entered into a Share Purchase Agreement for
the sale and purchase of all the shares in the Company, dated as of 19 January
2007 (the "Agreement").
The Consideration for the Shares has been agreed to SEK 37,300,000 plus or minus
the Company's Net Cash position at Closing, with a possibility of an Additional
Purchase Price subject to the revenues of Company during 2007.
The Purchaser and Seller agree that the Company shall transfer its whole before
tax profit for the financial year 2006 to the Seller by way of a group
contribution.
Now therefore, the parties agree as follows:
Interpretation
In this Amendment to the Agreement (the "Amendment"), any and all capitalized
terms, not defined herein, shall have the meaning set out in the Agreement.
Amendment
1. The Bank Section 1.4 is amended so that the Bank shall mean Danske
Bank A/S, Danmark, Sverige Filial, Ostgota Enskilda Bank.
2. Group Contribution The Company shall pay to the Seller, in form of a
group contribution (Sw. koncernbidrag) the amount of SEK Four
Million Three Hundred Fifty Thousand (4 350 000) (the "Group
Contribution").
3. Consideration The Purchase Price and the Consideration for the
Shares, to be paid by the Purchaser in accordance with Section 1.2
and 1.3 of the Agreement, shall be increased by the amount of SEK
Six Hundred Nine Thousand (609 000), which amount equals 14 per cent
of the Group Contribution.
4. Section 8.10 Tax Indemnity is added as follows:
Notwithstanding the limitations set out in Article VIII,
Seller agrees to indemnify Purchaser against the Swedish Tax
Authorities' disapproval of the tax deduction taken by the
Company as a result of the Group Contribution, such
disapproval being a final and non-appealable decision by a
relevant authority. The amount of the indemnity shall be the
amount by which the Purchase Price and the Consideration for
the Share is increased in accordance with Section 2 above.
In the event that the decision of the Swedish Tax Authorities,
by the first-year anniversary of the Closing Date, is not a
final and non-appealable decision, Purchaser shall be entitled
to give notice to the Bank in which case Section 1.4 (a) (i)
shall apply.
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Dispute resolution and Governing law
Sections 10.7 (Governing Law) and 10.10 (Arbitration) of the Agreement shall
apply correspondingly to this Amendment.
This Amendment has been executed in two (2) copies of which each party has
received one.
TECHTEAM GLOBAL AB SQM NORDIC AB
By /s/ Christoph Neut By /s/ Sven-Xxxx Xxxxxx
--------------------------------- ----------------------------------
Name: Christoph Neut Name: Sven-Xxxx Xxxxxx
Title: Director Title: Director, Chairman of the Board
By s/ Xxxxxx Xxxxx Xxxxx-Xxxxxxxxx By /s/ Xxxxxx Xxxxxx
--------------------------------- ----------------------------------
Name: Xxxxxx Xxxxx Xxxxx-Xxxxxxxxx Name: Xxxxxx Xxxxxx
Title: Director Title: Director
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