First Amendment to Share Purchase Agreement between TechTeam Global AB and SQM Nordic AB (February 9, 2007)

Summary

This amendment updates the original Share Purchase Agreement between TechTeam Global AB (Purchaser) and SQM Nordic AB (Seller) for the purchase of all shares in SQM Sverige AB. The amendment clarifies the bank involved, requires the company to pay a group contribution of SEK 4,350,000 to the Seller, increases the purchase price by SEK 609,000, and adds a tax indemnity provision protecting the Purchaser if Swedish tax authorities disallow the deduction. The amendment is governed by the same law and arbitration terms as the original agreement.

EX-2.02 3 k12218exv2w02.txt FIRST AMENDMENT OF SHARE PURCHASE AGREEMENT 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. 1 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-Erik Wallin --------------------------------- ---------------------------------- Name: Christoph Neut Name: Sven-Erik Wallin Title: Director Title: Director, Chairman of the Board By s/ Miguel Angel Casas-Rodriguez By /s/ Thomas Edlund --------------------------------- ---------------------------------- Name: Miguel Angel Casas-Rodriguez Name: Thomas Edlund Title: Director Title: Director 2