NON-COMPETE AGREEMENTNon-Compete Agreement • October 5th, 2010 • Techteam Global Inc • Services-computer programming, data processing, etc. • Delaware
THIS NON-COMPETE AGREEMENT (this “Agreement”) is entered into as of October 5, 2010, by and among TechTeam Government Solutions, Inc., a Virginia corporation (the “Company”), Jacobs Technology Inc., a Tennessee corporation (the “Buyer”), and TechTeam Global, Inc., a Delaware corporation (the “Seller”). The Company, Buyer and Seller are collectively referred to herein as the “Parties” and each individually as a “Party.” Capitalized terms not defined herein shall have the meanings ascribed to them in the Stock Purchase Agreement (as defined below).
TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • October 5th, 2010 • Techteam Global Inc • Services-computer programming, data processing, etc. • Delaware
WHEREAS, pursuant to the Stock Purchase Agreement, dated as of June 3, 2010, by and among Seller, Jacobs Engineering Group Inc. and Buyer, as amended by that certain Amendment No. 1 to Stock Purchase Agreement and Limited Waiver, dated as of September 14, 2010 (the “Stock Purchase Agreement”), Seller will sell to Buyer the Shares of the Acquired Companies, through which Seller conducts the Business (the Business subsequent to such sale, the “Transferred Business”);
ESCROW AGREEMENTEscrow Agreement • October 5th, 2010 • Techteam Global Inc • Services-computer programming, data processing, etc.
THIS ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this “Agreement”) is made and entered into as of October 5, 2010, by and among TechTeam Global, Inc., a Delaware corporation (“Seller”), Jacobs Engineering Group Inc., a Delaware corporation (“Buyer Parent”), Jacobs Technology Inc., a Tennessee corporation and wholly-owned subsidiary of Buyer Parent (“Buyer” and together with Seller and Buyer Parent, sometimes referred to herein individually as a “Party” or collectively as the “Parties”), and JPMorgan Chase Bank, National Association (the “Escrow Agent”). Any capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in that certain Stock Purchase Agreement, dated as of June 3, 2010, among Seller, Buyer, and Buyer Parent, as amended by that certain Amendment No. 1 to Stock Purchase Agreement and Limited Waiver, dated as of September 14, 2010 (the “Stock Purchase Agreement”).
