Attached files
file | filename |
---|---|
8-K - FORM 8-K - TECHTEAM GLOBAL INC | k49622e8vk.htm |
EX-2.1 - EX-2.1 - TECHTEAM GLOBAL INC | k49622exv2w1.htm |
EX-99.2 - EX-99.2 - TECHTEAM GLOBAL INC | k49622exv99w2.htm |
Exhibit 99.1
FORM OF STOCKHOLDER CONSENT TO
AMENDMENT OF STOCK PURCHASE AGREEMENT
AMENDMENT OF STOCK PURCHASE AGREEMENT
THIS STOCKHOLDER CONSENT TO AMENDMENT OF STOCK PURCHASE AGREEMENT (this Consent) is being
executed as of September 14, 2010 by the undersigned stockholder (Stockholder) of TechTeam
Global, Inc., a Delaware corporation (Seller) pursuant to Section 1(c) of that certain Voting
Agreement (the Voting Agreement) dated as of June 3, 2010 by and among Stockholder, Jacobs
Engineering Group Inc., a Delaware corporation (Buyer Parent) and Jacobs Technology Inc., a
Tennessee corporation and a wholly-owned subsidiary of Buyer Parent (Buyer).
Background
A. Pursuant to the Voting Agreement, Stockholder agreed, among other things, to vote the
Shares (as such term is defined in the Voting Agreement) in favor of the approval and adoption of
that certain Stock Purchase Agreement dated as of June 3, 2010 by and among Seller, Buyer Parent
and Buyer (the Stock Purchase Agreement).
B. Section 10 of the Voting Agreement provides that the Voting Agreement will terminate on the
Expiration Date (as such term is defined in the Voting Agreement), which includes the date that an
amendment to the Stock Purchase Agreement that decreases the Purchase Price (as such term is
defined in the Stock Purchase Agreement) is effected without Stockholders written consent.
C. Seller, Buyer Parent and Buyer have proposed to enter into a certain Amendment No. 1 to
Stock Purchase Agreement and Limited Waiver dated as of September 14, 2010, in the form attached
hereto as Annex A (the SPA Amendment), pursuant to which, among other things, the Purchase Price
will be reduced.
D. As a condition and material inducement to entering into the SPA Amendment, Buyer Parent and
Buyer have required that Stockholder agree, and Stockholder has agreed, to execute this Consent.
Consent to SPA Amendment
In consideration of the foregoing, the undersigned hereby irrevocably and unconditionally
consents, in accordance with Section 1(c)(iv) of the Voting Agreement, to the execution and
delivery by Buyer Parent, Buyer and Seller of the SPA Amendment. Such consent shall not affect any
other rights of Stockholder under the Voting Agreement.
[SIGNATURE PAGE FOLLOWS]
The undersigned, intending to be legally bound hereby, has executed this Consent as of the
date first written above.
[STOCKHOLDER] |
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By: | ||||
Name: | ||||
Title: | ||||
[SIGNATURE PAGE TO STOCKHOLDER CONSENT]
ANNEX A
SPA AMENDMENT