Settlement Agreement, by and among Team, Inc. and Engine Capital, L.P. (together with the entities listed on the signature page thereto), dated February 8, 2018

Settlement Covenants.

Board Matters; Board Appointments; 2018 Annual Meeting. The Company agrees that following the execution of this Agreement, the Company will:

amend the Company’s Amended and Restated Bylaws (as such bylaws may be further amended from time to time, the “Bylaws”) to the extent necessary to expand the size of the Board from seven to nine directors and expand the size of the Board to nine directors (it being agreed that, for the avoidance of doubt, the Company may at any time or from time to time increase or decrease the size of the Board and/or change its composition);

fill the vacancies created by such expansion by appointing Messrs. Craig L. Martin and Brian K. Ferraioli (the “Designees”) to the Board, in each case with a term expiring at the Company’s 2018 annual meeting of stockholders (the “2018 Annual Meeting”);

include the Designees for re-election to the Board as part of the Company’s slate of director nominees for the 2018 Annual Meeting and recommend, support and solicit proxies for the election of the Designees at the 2018 Annual Meeting in the same manner as for the Company’s other nominees standing for election to the Board at the 2018 Annual Meeting;

appoint Mr. Martin to the Compensation Committee of the Board, appoint Mr. Ferraioli to the Audit Committee of the Board, and appoint each of Mr. Martin and Mr. Ferraioli to such additional committees, if any, as may be determined by the Board; and

appoint Mr. Martin to any new committee of the Board created during the Standstill Period (as defined below), subject only to his eligibility to serve in such capacity pursuant to applicable law and stock exchange regulations and other good-faith requirements.

Board Observer. During the Observer Period, the Investors shall be permitted to appoint Bradley T. Favreau as a Board observer (Mr. Favreau or any replacement observer appointed pursuant to paragraph 1(c)(ii) below, the “Observer”), who during the Observer Period shall, subject to entry into a confidentiality agreement in form and substance acceptable to the Company, (i) receive copies of all documents distributed to the Board (electronically or otherwise) and (ii) be permitted to attend (but not vote at) all meetings of the Board (whether in person, telephonic or otherwise). The foregoing notwithstanding, the Company shall be permitted to exclude the Observer from access to any material, meeting or portion of any material or meeting if (i) the General Counsel of the Company determines in good faith that such exclusion is reasonably necessary in order to preserve any legal privilege or (ii) it is reasonably necessary to enable the Board to in good faith discuss matters relating to this Agreement, the Investors or related matters. The Investors agree that they shall cause the Observer to strictly preserve the confidentiality of any and all information provided to the Observer by the Company and the Board, including any information observed by the Observer at any meeting of the Board or otherwise.

Replacements. The Company agrees that:

if Mr. Martin is unable to serve as a director, resigns as a director or is removed as a director prior to the expiration of the Standstill Period (as defined below), and at such time the Investors beneficially own at least the lesser of (i) 1.0% of the Company’s then outstanding Common Stock and (ii) 299,140 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments),  shares of the Company’s common stock, then the Investors shall have the ability to recommend a substitute person for nomination to the Board; provided that any such person must qualify as “independent” pursuant to New York Stock Exchange listing standards, and have comparable financial and business experience to Mr. Martin. In the event the Corporate Governance and Nominating Committee of the Board does not accept a substitute person recommended by the Investors, the Investors will have the right to recommend an additional substitute person (which person shall qualify as “independent” pursuant to New York Stock Exchange listing standards, and have comparable financial and business experience to Mr. Martin) for consideration by the Corporate Governance and Nominating Committee until a replacement director is appointed or elected to the Board. Upon the acceptance of a replacement director nominee by the Corporate Governance and Nominating Committee, the Board will take prompt action to appoint such replacement director to the Board and to consider such replacement director for appointment to at least one committee of the Board; and

if Mr. Favreau is unable to serve as a Board observer prior to the expiration of the Observer Period, then the Investors shall have the ability to recommend a substitute person to replace Mr. Favreau as an Observer for the remainder of the Observer Period; provided that the appointment of any such replacement observer shall be subject to the approval of the Board.

Each Investor irrevocably agrees not to bring or seek to bring any nominations or other business or proposals before or at the 2018 Annual Meeting.

At the 2018 Annual Meeting, and at any meeting of the Company’s stockholders held prior to the expiration of the Standstill Period, each of the Investors agrees to cause the Investor Shares (as defined below) (i) to be present for purposes of establishing a quorum and (ii) to be voted by proxy in favor of the election of all director candidates nominated by the Board and otherwise in accordance with the Board’s recommendation, including in favor of each other matter recommended for stockholder approval by the Board; provided, however, that on each such matter other than proposals relating to (A) the election or removal of directors or (B) the authorization of shares relating to the Company’s previously issued convertible debt under the existing terms of such debt, to the extent both of Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) recommend otherwise, the Investors may vote the Investor Shares in accordance with the ISS and Glass Lewis recommendation on such matter; provided further, the Investors may vote the Investor Shares in their discretion with respect to any tender offer, exchange offer, merger, consolidation, business combination or other change-of-control transaction of the Company. “Investor Shares” means any and all shares of voting stock of the Company held beneficially or of record as of an applicable record date by the Investors and, with respect to Investors that are entities, the Affiliates and Associates (as each term is defined below) of such Investors, and, with respect to Investors that are individuals, the Family Members (as defined below) of such Investor.

Each Investor agrees that, from the date of this Agreement until the expiration of the Standstill Period, neither it nor any of its Affiliates or Associates or Family Members will, and it will cause each of its Affiliates and Associates and Family Members not to, directly or indirectly, in any manner, acting alone or in concert with others, take any of the following actions or advise, recommend, request, encourage, solicit, influence or induce any other person to take any of the following actions, or announce any intention to take any of the following actions:

submit any stockholder proposal pursuant to Rule 14a-8 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise, or any notice of nomination or other business for consideration, or nominate any candidate for election to the Board;

engage, directly or indirectly, in any “solicitation” (as defined in Rule 14a-1 of Regulation 14A) of proxies (or written consents) or otherwise become a “participant in a solicitation” (as such term is defined in Instruction 3 of Schedule 14A of Regulation 14A under the Exchange Act) in opposition to the recommendation or proposal of the Board, or recommend or request or

seek to call, or to request the call of, a special meeting of the Company’s stockholders;

make a request for a list of the Company’s stockholders or for any books and records of the Company;

form, join in or in any other way participate in a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the voting stock of the Company (other than a “group” that consists solely of all or some of the persons parties to this Agreement or any of their respective Affiliates or Associates);

deposit any shares of voting stock of the Company in a voting trust or similar arrangement or subject any shares of voting stock of the Company to any voting agreement or pooling arrangement, other than any such voting trust, arrangement or agreement solely among the Investors and otherwise in accordance with this Agreement;

vote for any nominee or nominees for election to the Board, other than those nominated or supported by the Board not in violation of the terms of this Agreement;

except as specifically provided in Section 1 of this Agreement, seek to place a representative or other Affiliate, Associate or nominee on the Board or seek the removal of any member of the Board or a change in the size or composition of the Board or the committees of the Board;

acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including beneficial ownership) of any of the assets or business of the Company or any rights or options to acquire any such assets or business from any person;

other than at the express written request of the Board, seek, propose, or make any statement with respect to, or solicit, negotiate with, or provide any information to any person with respect to, a merger, consolidation, acquisition of control or other business combination, tender or exchange offer, purchase, sale or transfer of assets or securities, dissolution, liquidation, reorganization, change in structure or composition of the Board, change in the executive officers of the Company, change to the Company’s organization documents, change in capital structure, recapitalization, dividend or distribution or

acquire, announce an intention to acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any voting stock of the Company that, together with any voting stock beneficially owned by such person or entity, represents in the aggregate (amongst all of the Investors and any Affiliate or Associate of any Investor) in excess of 9.9% of the Company’s outstanding voting stock;

disclose publicly, or privately in a manner that could reasonably be expected to become public, any intention, plan or arrangement inconsistent with the foregoing or publicly request or advance any proposal to amend, modify or waive the terms of this Agreement; provided that the Investors may make confidential requests to the Board to amend, modify or waive any provision of this Section 3, which the Board may accept or reject in its sole discretion, so long as any such request is not publicly disclosed by the Investors and is made by the Investors in a manner that does not require the public disclosure of such request by the Company, the Investors or any other person;

institute, solicit, assist or join any litigation, arbitration or other proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions), other than to enforce the provisions of this Agreement;

take any action challenging the validity or enforceability of any provisions of this Section 3; or

enter into any negotiations, discussions, agreement, arrangement or understanding with any person concerning any of the foregoing (other than this Agreement) or encourage or solicit any person to undertake any of the foregoing activities.

As used in this Agreement:

the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include persons who become Affiliates or Associates of any person subsequent to the date of this Agreement;

the terms “beneficial owner,” “beneficially owns” and “beneficial ownership” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act;

the term “Family Members” shall mean, with respect to an Investor, the spouse of such Investor and the children (including by adoption) of such Investor;

the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature; and

the term “Standstill Period” shall mean the period commencing on the date of this Agreement and ending on the date that is the earlier of (A) twenty calendar days prior to the deadline for the submission of stockholder nominations of directors for the 2019 Annual Meeting pursuant to the Bylaws and (B) one hundred (100) days prior to the first anniversary of the 2018 Annual Meeting.

Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 6, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly disparage, call into disrepute, or otherwise defame or slander the other Parties or such other Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), or directors (including any current director of a Party or a Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), or any of their products or services, in any manner that would damage the business or reputation of such other Parties, their products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), or directors (or former directors).

Notwithstanding the foregoing, nothing in this Section 6 or elsewhere in this Agreement shall prohibit any Party from making any statement or disclosure required under the federal securities laws or other applicable laws; provided that such Party must provide written notice to the other Parties at least two business days prior to making any such statement or disclosure required by under the federal securities laws or other applicable laws that would otherwise be prohibited the provisions of this Section 6, and reasonably consider any comments of such other Parties.

The limitations set forth in Section 6(a) and 6(b) shall not prevent any party from responding to any public statement made by the other party of the nature described in Section 6(a) and 6(b) if such statement by the other party was made in breach of this Agreement.