SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

TechTeam Global, Inc.

(Name of Issuer)

Common Stock, par value $.01

(Title of Class of Securities)

638108100

(CUSIP Number)

Rubina Toorawa

ChrysCapital II, LLC

Third Floor, Les Cascades

Edith Cavell Street

Port Louis, Mauritius

Tel: 011-230-211-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications)

With a copy to:

Kerry T. Smith, Esq.

Pillsbury Winthrop LLP

2550 Hanover Street

Palo Alto, CA 94304

Tel: (650) 233-4500

April 8, 2003

(Date of Event which Requires Filing of Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    ¨

*    The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following page(s))

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CUSIP No. 638108100

1.	NAMES OF REPORTING PERSONS: ChrysCapital II, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 98-0231576 (foreign entity)
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  [_] (b)  [_]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Mauritius

	7.	SOLE VOTING POWER	None
NUMBER OF SHARES BENEFICIALLY	8.	SHARED VOTING POWER	689,656 shares (Item 5)
OWNED BY EACH REPORTING PERSON WITH	9.	SOLE DISPOSITIVE POWER	None
	10.	SHARED DISPOSITIVE POWER	689,656 shares (Item 5)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 689,656 shares1
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                                                                          6.1%
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                                                                             OO

¹ Consists of 689,656 shares of Common Stock that would be beneficially owned upon conversion of the Issuer’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred”). On conversion, 689,656 shares of Common Stock will be owned directly by ChrysCapital II, LLC.

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CUSIP No. 638108100

1.	NAMES OF REPORTING PERSONS: ChrysCapital Management Company II, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 98-0213235 (foreign entity)
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  [_] (b)  [_]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Mauritius

	7.	SOLE VOTING POWER	None
NUMBER OF SHARES BENEFICIALLY	8.	SHARED VOTING POWER	689,656 shares (Item 5)
OWNED BY EACH REPORTING PERSON WITH	9.	SOLE DISPOSITIVE POWER	None
	10.	SHARED DISPOSITIVE POWER	689,656 shares (Item 5)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 689,656 shares2
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                                                                          6.1%
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                                                                             OO

² Consists of 689,656 shares of Common Stock that would be beneficially owned upon conversion of the Issuer’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred”). On conversion, 689,656 shares of Common Stock will be owned directly by ChrysCapital II, LLC.

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Item 1.    Security and Issuer.

This Schedule 13D relates to the shares of common stock, $0.01 par value per share (the “TechTeam Common Stock”) of TechTeam Global, Inc., a Delaware corporation (“TechTeam”). The principal executive offices of TechTeam are located at 27335 West 11 Mile Road, Southfield, Michigan 48034.

Item 2.    Identity and Background.

(a)    This Schedule 13D is being filed by ChrysCapital II, LLC, a Mauritius limited life company with limited liability (“ChrysCapital II”).

(b)    The principal offices of ChrysCapital II are located at Third Floor, Les Cascades, Edith Cavell Street, Port Louis, Mauritius.

(c)    ChrysCapital II is a private equity fund that invests in companies that leverage low-cost offshore destinations such as India to provide outsourced services to business worldwide. The managing member of ChrysCapital II is ChrysCapital Management Company II, LLC (“ChrysCapital Management Company II”). ChrysCapital Management Company II is a Mauritius limited life company with limited liability and has its principal business address at Third Floor, Les Cascades, Edith Cavell Street, Port Louis, Mauritius. The principal occupation of ChrysCapital Management Company II is to act as managing member of ChrysCapital II.

(d)    During the last five years, neither ChrysCapital II nor ChrysCapital Management Company II has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors)

(e)    During the last five years, neither ChrysCapital II nor ChrysCapital Management Company II has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

Item 3.    Source and Amount of Funds or Other Consideration.

ChrysCapital II is a private equity fund raised from institutional investors and wealthy individuals worldwide. Pursuant to that certain Securities Purchase Agreement dated as of April 8, 2003 by and between TechTeam and ChrysCapital II (the “Securities Purchase Agreement”) and attached hereto as Exhibit 1, ChrysCapital II purchased 689,656 shares of Series A Convertible Preferred Stock (the “Series A Preferred”) at a price per share of $7.25 for total consideration paid of $5,000,006.00.

Item 4.    Purpose of Transaction.

ChrysCapital II acquired the shares of TechTeam for investment purposes.

(a)–(c)    Not applicable.

(d)    Pursuant to the terms of the Series A Preferred purchased by ChrysCapital II, the holders of a majority of the Series A Preferred shall have the ability to elect one member of TechTeam’s board of directors.

(e)–(i)    Not applicable.

(j)    Other than as described above, ChrysCapital II currently has no plans or proposals which relate to, or may result in, any of the matters listed in Items 4(a)–(i) of this Schedule 13D (although ChrysCapital II reserves the right to develop such plans or proposals).

Item 5.    Interest in Securities of the Issuer.

(a)    ChrysCapital II and ChrysCapital Management Company II may each be deemed the beneficial owner of approximately 6.1% of the issued and outstanding shares of Common Stock based on 10,702,857 outstanding shares of Common Stock represented by TechTeam as outstanding as of March 17, 2003.

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As of the date of this filing and except as set forth in this Schedule 13D, neither ChrysCapital II nor ChrysCapital Management beneficially owns any shares of TechTeam’s Common Stock.

(b)    ChrysCapital II beneficially owns 689,656 shares of Common Stock issuable upon conversion of the Series A Preferred. ChrysCapital Management Company II, the managing member of ChrysCapital II, is deemed to be the beneficial owner of 689,656 shares of Common Stock held directly by ChrysCapital II.

(c)    Except as set forth in this Schedule 13D, neither ChrysCapital II, nor ChrysCapital Management Company II, has effected any other transaction in the shares of TechTeam that was effected in the past 60 days.

(d)    Not applicable.

(e)    Not applicable.

Item 6.    Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Pursuant to that certain Registration Rights Agreement dated as of April 8, 2003 by and between TechTeam and ChrysCapital II (the “Registration Rights Agreement”), ChrysCapital II was granted certain registration rights covering the shares of Common Stock issuable upon conversion of the Series A Preferred purchased under the Securities Purchase Agreement . The description of the Registration Rights Agreement contained herein is qualified in its entirety by reference to the Registration Rights Agreement, which is attached hereto as Exhibit 3.

Pursuant to the terms of the Series A Preferred, ChrysCapital II has the right to require TechTeam to redeem the Series A Preferred at a price per share of $7.25 upon the occurrence of certain events set forth in the Certificate of Designations of the Series A Convertible Preferred Stock, par value $0.01 per share (the “Certificate of Designations”). The description of the Certificate of Designations contained herein is qualified in its entirety by reference to the Certificate of Designations, which is attached hereto as Exhibit 2.

Pursuant to the terms of the Series A Preferred, ChrysCapital II may not, without the consent of TechTeam, transfer the shares of Series A Preferred for a period of one year following the date of issuance. During the period commencing on the date following the first anniversary of the date of issuance and ending on the second anniversary of the date of issuance, ChrysCapital II may transfer up to 50% of the shares of Series A Preferred held by it, subject to certain restrictions set forth in the Certificate of Designations. Following the second anniversary of the date of issuance, ChrysCapital II may transfer the share of Series A Preferred held by it without restrictions (subject to the Certificate of Designations and compliance with applicable law). In the event that shares of Series A Preferred are transferred to non-affiliates of ChrysCapital II, certain voting rights with respect to those transferred shares will terminate. In addition, TechTeam has a right of first offer with respect to the shares of Series A Preferred. The description of the Certificate of Designations contained herein is qualified in its entirety by reference to the Certificate of Designations, which is attached hereto as Exhibit 2.

Except as set forth above, to the knowledge of ChrysCapital II, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of TechTeam, including but not limited to transfer or voting or any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.    Materials to be Filed as Exhibits.

Exhibit 1 Securities Purchase Agreement dated as of April 8, 2003 by and between TechTeam Global, Inc., a Delaware corporation and ChrysCapital II, LLC, a Mauritius limited life company with limited liability. Filed herewith.

Exhibit 2 Certificate of Designations of the Series A Convertible Preferred Stock, par value $0.01 per share. Filed herewith.

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Exhibit 3 Registration Rights Agreement dated as of April 8, 2003 by and between TechTeam Global, Inc., a Delaware corporation and ChrysCapital II, LLC, a Mauritius limited life company with limited liability. Filed herewith.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated as of April 18, 2003.	CHRYSCAPITAL II, LLC
		/S/    FAREED SOREEFAN
	Name	Fareed Soreefan
	Title	Authorized Signatory
Dated as of April 18, 2003.	CHRYSCAPITAL MANAGEMENT COMPANY II, LLC
		/S/    FAREED SOREEFAN
	Name	Fareed Soreefan
	Title	Authorized Signatory

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EX-1

Exhibit 1

TECHTEAM GLOBAL, INC.

SECURITIES PURCHASE AGREEMENT

April 8, 2003

TABLE OF CONTENTS

Page

1.	Purchase and Sale of Securities.		1
	1.1	Sale and Issuance of Shares	1
	1.2	Closing	2
2.	Representations and Warranties of the Company.		2
	2.1	Corporate Existence and Power	2
	2.2	Authorization; No Contravention	2
	2.3	Governmental Authorization; Third Party Consents	3
	2.4	Binding Effect	3
	2.5	Litigation	3
	2.6	Compliance with Laws	4
	2.7	Capitalization	4
	2.8	Reports; Financial Statements	4
	2.9	Taxes	5
	2.10	No Material Adverse Change; Ordinary Course of Business	6
	2.11	Private Offering.	6
	2.12	Labor Relations. .	6
	2.13	Employee Benefit Plans	6
	2.14	Liabilities	7
	2.15	Potential Conflicts of Interest.	7
	2.16	Trade Relations	7
	2.17	Broker’s, Finder’s or Similar Fees	8
	2.18	Form S-3 Eligibility	8
3.	Representations and Warranties of the Investor		8
	3.1	Organization and Existence; No Conflict; Authorization	8
	3.2	Purchase Entirely for Own Account	8
	3.3	Reliance Upon Investor’s Representations	9
	3.4	Receipt of Information	9
	3.5	Investment Experience	9
	3.6	Accredited Investor	9
	3.7	Restricted Securities	10
	3.8	Governmental Review	10
	3.9	Legends	10
4.	Deliveries At Closing		11
	4.1	Documents to Be Delivered by Company	11
	4.2	Documents to Be Delivered by Investor	11
5.	Additional Covenants		12
	5.1	Assistance with Indian and Far Eastern Strategy.	12
	5.2	Covenants Respecting Rights Agreement.	12

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6.	Miscellaneous		13
	6.1	Entire Agreement	13
	6.2	Survival	13
	6.3	Assignment; Successors and Assigns	13
	6.4	Governing Law	13
	6.5	Counterparts	13
	6.6	Titles and Subtitles	13
	6.7	Notices	13
	6.8	Expenses	15
	6.9	Attorneys’ Fees; Arbitration	15
	6.10	Amendments and Waivers	15
	6.11	Severability	16
	6.12	Rights of the Investor	16

Exhibits

Exhibit A — Certificate of Designations

Exhibit B — Registration Rights Agreement

Exhibit C — Form of Opinion of Counsel

Schedules

Schedule I — Schedule of Exceptions

Schedule II — Schedule of Financial Information

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TECHTEAM GLOBAL, INC.

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of the 8th day of April, 2003, by and among TECHTEAM GLOBAL, INC., a Delaware corporation (the “Company”), and CHRYSCAPITAL II, LLC, a Mauritius company (the “Investor”).

RECITALS

A. The Company and the Investor are executing and delivering this Agreement in accordance with, and in reliance upon, the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 under Regulation D (“Reg. D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.

B. The Investor desires, upon the terms and conditions stated in this Agreement, to purchase shares of Company Preferred Stock (as defined in Section 1.1 below) for an aggregate purchase price of Five Million Six Dollars (US $5,000,006)(the “Purchase Price”).

C. Contemporaneously with the execution and delivery of the Agreement, the parties hereto are executing and delivering a Registration Rights Agreement (as defined in Section 4.1(b)) under which the Company has agreed to provide to the Investor certain rights with respect to registration of the Conversion Shares (as defined in Section 1.1 below) under the Securities Act and applicable state securities laws.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

1. Purchase and Sale of Securities. Sale and Issuance of Shares

Subject to the terms and conditions of this Agreement, the Investor agrees to purchase from the Company at the Closing (as defined in Section 1.2 below), and the Company agrees to issue and sell to the Investors at the Closing 689,656 shares (the “Shares”) of Series A Convertible Preferred Stock, $.01 par value, of the Company (“Company Preferred Stock”) at a price per Preferred Share of $7.25 (the “Share Price”). The Company shall adopt and file with the Secretary of State of Delaware at or before the Closing the Certificate of Designations in the form attached hereto as Exhibit A (the “Certificate of Designations”). At or prior to the Closing, the Company shall have authorized (i) the sale and issuance to the Investor of the Shares and (ii) the issuance of the shares of Company Common Stock, $.01 par value, of the Company (“ Company Common Stock”) to be issued upon conversion of the Shares (the “Conversion Shares”). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Company’s Certification of Incorporation, and Certificate of Designations, as amended and/or restated (the “Certificate of Incorporation”).

1.2 Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall take place contemporaneously with the execution and delivery of this Agreement at 285 Hamilton Ave., Suite 240, Palo Alto, California. At the Closing, the Investor shall pay the Purchase Price for the Shares, by wire transfer of immediately available funds in accordance with the written wire instructions set forth in Section 4.2(a) hereto, and the Company shall deliver to the Investor a certificate (bearing a restrictive legend as set forth in Section 3.9) representing the Shares against delivery of the Purchase Price as described above.

2. Representations and Warranties of the Company. The Company hereby represents and warrants to the Investor that, except as set forth in the Company’s SEC Reports (as defined in Section 2.6) or on the Schedule of Exceptions attached hereto as Schedule I (the “Schedule of Exceptions”):

2.1 Corporate Existence and Power. The Company, and each corporation or other entity of which the Company holds a majority of the voting power of the outstanding voting equity securities or a majority of the economic equity interest of such corporation or entity (collectively, the “Subsidiaries”): (a) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; (b) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as and where now owned, leased, operated and conducted; (c) is duly qualified as a foreign corporation and is in good standing under the laws of each jurisdiction in which its ownership, lease or operation of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Company; and (d) has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and, if applicable, the Registration Rights Agreement.

2.2 Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement, and the consummation of the transactions contemplated hereby and thereby: (a) have been duly authorized by all necessary corporate action of the Company; (b) do not violate the provisions of the Certificate of Incorporation (including the Certificate of Designations) or the Bylaws of the Company; (c) do not violate or conflict with, and will not result in any breach of any provision of, or constitute a default (or an event which with due notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment (including, without limitation, the triggering of any antidilution provision), acceleration or cancellation of, any agreement, undertaking, contract, indenture, mortgage, deed of trust, or other instrument to which the Company is a party (a “Contractual Obligation”); (d) will not cause the Investor to be deemed an Acquiring Person or an Adverse Person as such terms are defined under the Rights Agreement; (e) will not cause a Triggering Event under the Rights Agreement; and (f) assuming the accuracy of the representations and warranties of the Investor set forth herein, do not violate any law, statute, treaty, rule or regulation (collectively, “Laws”), or any judgment, injunction, writ, award, decree or order of any nature (collectively, “Order”), of the government of any nation, state, city,

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locality or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, (a “Governmental Authority”) against, or binding upon, the Company or any of its Subsidiaries, except in the case of clauses (c) and (f) for such violations, breaches, defaults, terminations, amendments, accelerations, cancellations or conflicts that would not reasonably be expected to have a material adverse effect on the business, financial condition or results of operation of the Company and its Subsidiaries taken as a whole (“Material Adverse Effect”). No Order has been issued by any court or other Governmental Authority against the Company or any of its Subsidiaries purporting to enjoin or restrain the execution, delivery or performance of this Agreement or the Registration Rights Agreement.

2.3 Governmental Authorization; Third Party Consents. Assuming the accuracy of the representations and warranties of the Investor set forth herein, except as specifically contemplated by this Agreement, as required under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any applicable state securities laws and any listing agreement with any securities exchange or automated quotation system, no approval, consent, authorization or other action by, or notice to, or filing with, any Governmental Authority, and no lapse of a waiting period under a requirement of Law, is necessary or required in connection with, the execution, delivery or performance (including, without limitation, the sale, issuance and delivery of the Shares or the Conversion Shares) by the Company of this Agreement and the Registration Rights Agreement and the transactions contemplated hereby and thereby.

2.4 Binding Effect. This Agreement and the Registration Rights Agreement have been duly executed and delivered by the Company, and each of this Agreement and the Registration Rights Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the rights of creditors generally, (b) as limited by the application of general principles of equity (regardless of whether considered in a proceeding at law or in equity) and (c) to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws or public policy relating thereto.

2.5 Litigation. There are no actions, suits, proceedings, claims, complaints, disputes, arbitrations or investigations (collectively, “Claims”) pending or, to the knowledge of the Company’s executive officers (the “Knowledge”), threatened, at law, in equity, in arbitration or before any Governmental Authority against the Company or any of its Subsidiaries that seeks damages in an amount which is material to the Company’s operations, other than ordinary routine litigation incidental to the business of the Company nor is the Company aware that there is any basis for any of the foregoing. No Order has been issued by any court or other Governmental Authority against the Company or any of its Subsidiaries purporting to enjoin or restrain the execution, delivery or performance of this Agreement, or the Registration Rights Agreement.

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2.6 Compliance with Laws. The Company and each of its Subsidiaries are in compliance in all material respects with all requirements of Law and all Orders issued by any court or Governmental Authority against the Company.

2.7 Capitalization. The authorized capital stock of the Company consists of 45,000,000 shares of Company Common Stock of which 10,702,857 shares were issued and outstanding, as of the close of business on March 17, 2003, and 5,000,000 shares of Preferred Stock, par value $.01 per share, none of which were outstanding prior to the date hereof. All issued and outstanding shares of Company Common Stock were duly authorized and validly issued, and are fully paid and nonassessable. Other than the shares of preferred stock reserved for issuance pursuant to the Rights Agreement, dated as of May 7, 1997, as amended on August 24, 1999, between the Company and U.S. Stock Transfer Corporation, as Rights Agent (the “Rights Agreement”), and the Shares being issued pursuant to this Agreement, and the Conversion Shares, the Company has no capital stock reserved for or otherwise subject to issuance. The Company has issued and outstanding options or warrants or other securities convertible, exchangeable or exercisable for Common Stock to purchase no more than 140,000 shares of Company Common Stock, other than those options issued under its 1990 Non-Qualified Stock Option Plan and its 1996 Directors Stock Plan. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. The designations, powers, preference, rights, qualifications, limitations and restrictions of each class and series of authorized capital stock of the Company are set forth in the Certificate of Incorporation (including the Certificate of Designations) are valid, binding and enforceable in accordance with all applicable laws. All of the outstanding Company Common Stock was issued in compliance with all applicable Federal and state securities laws.

(a) The Shares have been duly authorized and, when issued and delivered to the Investor after payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and assuming the accuracy of the representations and warranties of the Investor set forth in Section 3 of this Agreement, will be free and clear of any lien, pledge, security interest, claim or other encumbrance (collectively, “Liens”) (other than those imposed through acts or omissions of the Investor), other than Liens under the Registration Rights Agreement. The Conversion Shares have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of this Agreement, the Certificate of Incorporation, (including the Certificate of Designations) will be validly issued, fully paid and nonassessable, and assuming the accuracy of the representations and warranties of the Investor set forth in Section 3 of this Agreement, will be free and clear of all Liens with respect to the delivery thereof (other than those imposed through acts or omissions of the Investor), other than Liens under the Registration Rights Agreement.

2.8 Reports; Financial Statements. (a) As of the respective dates of their filing with the SEC, the Company’s reports, schedules, statements and other documents, together with any amendments thereto, filed by the Company with the SEC since December 31, 2002 (all of the foregoing filed after December 31, 2002 and prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (including all exhibits available on the SEC’s EDGAR system) incorporated by reference therein being hereinafter

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referred to collectively as the “SEC Reports”), complied in all material respects with the applicable requirements of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder applicable to the SEC Reports. The SEC Reports did not, at the time they were filed with the SEC, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

(b) The consolidated financial statements of the Company (including, in each case, any related schedules or notes thereto) contained in or incorporated by reference in the SEC Reports (the “Financial Statements”) (i) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), consistently applied, during the periods involved (except (A) as may be otherwise indicated in such Financial Statements or the notes thereto or (B) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and (ii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited financial statements, to normal and recurring year-end adjustments and omitted footnote disclosure.

(c) The copies of the financial information set forth in Schedule II and delivered by the Company to the Investor in connection with this transaction: (i) were prepared in good faith and derived from the Company’s internal accounting systems which are subject to internal accounting control review by the Company’s independent auditors in support of the Company’s audited financial statements, and (ii) to the Knowledge of the Company, were a fair and accurate presentation of the financial condition of the Company for the periods they purported to represent. The projections provided to the Investor by the Company were prepared in good faith by the Company, and the Company believes there is a reasonable basis for such projections. However, the Company does not warrant the accuracy of these forward-looking projections.

2.9 Taxes. (a) The Company and each of its Subsidiaries has paid all federal, state, provincial, county, local, foreign and other taxes (the “Taxes”) which have come due and are required to be paid by it through the date hereof, and all material deficiencies or other additions to Tax, interest and penalties owed by it in connection with any such Taxes, other than Taxes being disputed by the Company in good faith for which adequate reserves have been made in accordance with GAAP;

(b) The Company and each of its Subsidiaries has timely filed or caused to be filed all returns for Taxes that it is required to file on and through the date hereof (including all applicable extensions), and all such Tax returns are accurate and complete in all material respects;

(c) With respect to all Tax returns of the Company and each of its Subsidiaries, to the Knowledge of the Company (i) there is no Tax deficiency or, threatened against the Company or any of its Subsidiaries and (ii) there are no material audit(s) is in progress with respect to any return for Taxes; and

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(d) All provisions and accruals for Tax liabilities of the Company and each of its Subsidiaries have been disclosed in the Financial Statements and made in accordance with GAAP, consistently applied.

2.10 No Material Adverse Change; Ordinary Course of Business. Since December 31, 2002, (a) the Company has not suffered any Material Adverse Effect, (b) neither the Company nor any of its Subsidiaries has declared or paid any dividend or declared or made any distribution to its stockholders, (c) neither the Company nor any of its Subsidiaries has entered into any Contractual Obligation required by the Exchange Act to be disclosed in the SEC Reports, other than in the ordinary course of business, (d) there has not occurred a material change in the accounting principles or practice(s) of the Company or any of its Subsidiaries except as required by reason of a change in GAAP, and (e) the Company has not issued any capital stock, or warrants, options or other rights to purchase Company capital stock, except for (i) options granted and shares issued pursuant to the Company’s stock option and purchase plans and employment agreements included or described in the SEC Reports, and (ii) as contemplated by this Agreement.

2.11 Private Offering. Neither the Company nor, to the Knowledge of the Company, any individual, firm, corporation, partnership, trust, association, joint venture, limited liability company or other entity of any kind (each, a “Person”) acting on its behalf has, in connection with the offer, sale or issuance of the Shares, (i) engaged in any form of “general solicitation” or “general advertising” (as those terms are used within the meaning of Rule 502(c) under the Securities Act), or (ii) made, directly or indirectly, any offers or sales of any security, or solicited any offers to buy any securities, under circumstances within the prior six months that would require registration under the Securities Act of the delivery of the Shares to the Investor as provided in this Agreement, assuming the representations and warranties of the Investor set forth in Section 3 hereof are true and correct. As used herein, the terms “offer” and “sale” have the meanings specified in Section 2(3) of the Securities Act.

2.12 Labor Relations. Except as could not reasonably be expected to have a Material Adverse Effect: (a) neither the Company nor any of its Subsidiaries is engaged in any unfair labor practice; (b) there is no strike, labor dispute, slowdown or stoppage pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (c) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or contract; and (d) no union organizing activities are taking place. To the Knowledge of the Company, senior management of the Company and each of its Subsidiaries spends all, or substantially all, of his/her business time on the business of the Company or its Subsidiary, as the case may be.

2.13 Employee Benefit Plans. (a) The Company only provides its employees with the following employee benefit plans: an insured health plan, an insured short-term disability plan, an insured long-term disability plan, an insured dental plan, and life insurance, a flexible spending account for medical and dependent care, a 401(k) retirement plan, and certain management personnel with a deferred compensation plan. The Company has not been part of a “multiple employer plan” within the meaning of the Code or ERISA for at least the past five (5) years. The Company has no unfunded pension liability, and is not currently a defendant in any employee benefit related lawsuits. To the Company’s Knowledge, each noted plan (and related

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trust, insurance contract or fund) has been established and administered in accordance with its terms, and complies in all material respects in form and in operation with the applicable requirements of ERISA and the Code and other applicable requirements of law. All contributions (including all employer contributions and employee salary reduction contributions), which were due, on or before the date hereof, have been paid to each company plan.

(b) No Claim with respect to the administration or the investment of the assets of any plan (other than routine claims for benefits) is pending.

(c) Except as could not reasonably be expected to have a Material Adverse Effect, each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has been so qualified during the period since its adoption; each trust created under any such Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation.

(d) Neither the consummation of the transactions contemplated by this Agreement nor the Registration Rights Agreement nor any termination of employment following such transactions will accelerate the time of the payment or vesting of, or increase the amount of, compensation due to any employee or former employee whether or not such payment would constitute an “excess parachute payment” under Section 280G of the Code.

2.14 Liabilities. To the Knowledge of the Company based upon information currently available, neither the Company nor any of its Subsidiaries has any direct or indirect obligation or liability (the “Liabilities”) which are not fully reflected or reserved against in the Financial Statements, other than Liabilities not exceeding $100,000 in the aggregate incurred since December 31, 2002 in the ordinary course of business.

2.15 Potential Conflicts of Interest. To the Knowledge of the Company, no officer or director, of the Company: (a) owns a material equity interest in (excepting stock holdings for investment purposes in securities of publicly held and traded companies; provided that in the case of an officer of the Company, such stock holdings shall not exceed a one percent (1%) equity stake in any publicly held company), or is an officer, director, employee or consultant of, any Person which is, or is engaged in business as, a competitor, lessor, lessee, supplier, distributor, or customer of, or lender to or borrower from, the Company or any of its Subsidiaries; (b) owns, directly or indirectly, in whole or in part, any tangible or intangible property that the Company or any of its Subsidiaries uses, in the conduct of its business; or (c) has any cause of action or other claim whatsoever against, or owes or has advanced any amount to, the Company, except for claims in the ordinary course of business such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements existing on the date hereof.

2.16 Trade Relations. To the Knowledge of the Company, no customer or supplier of the Company is currently threatening to terminate, cancel, or limit, or modify its present business relationship with the Company or any of its Subsidiaries, except for such terminations, cancellations, limitations and modifications as would not reasonably be expected to have a Material Adverse Effect. In addition, in the last six (6) months, no customer or supplier of the Company has terminated, cancelled, limited or modified a material business relationship with the Company.

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2.17 Broker’s, Finder’s or Similar Fees. Except for fees payable to Fahnestock & Co., there are no brokerage commissions, finder’s fees or similar fees or commissions payable by the Company or any of its Subsidiaries in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding with the Company or any of its Subsidiaries or any action taken thereby.

2.18 Form S-3 Eligibility. The Company currently meets the “registrant eligibility” requirements for a secondary offering set forth in the General Instructions to Form S-3 to enable the registration of the Registrable Securities (as defined in the Registration Rights Agreement).

3. Representations and Warranties of the Investor. The Investor hereby represents and warrants to the Company that:

3.1 Organization and Existence; No Conflict; Authorization. The Investor is a partnership duly organized, validly existing and in good standing under the laws of Mauritius. The Investor was not organized solely for the purpose of making an investment in the Company. The Investor has all requisite corporate power and authority to enter into this Agreement and the Registration Rights Agreement and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Investor of this Agreement and the Registration Rights Agreement, and the consummation of the transactions contemplated hereby and thereby: (a) have been duly authorized by all necessary action of the Investor; (b) do not conflict with or violate any provision of the charter or organizational documents of the Investor; and (c) do not violate or conflict with, and will not result in any breach, default or violation of, any Law or Order applicable to the Investor that would have a material adverse effect on the Investor’s ability to perform its obligations under this Agreement or the Registration Rights Agreement. Except as required under the Exchange Act, Investor is not required to obtain any consent, authorization or Order of, or make any filing or registration with, any court or Governmental Authority for it to execute, deliver or perform any of its obligations under this Agreement or the Registration Rights Agreement that the Investor has not obtained or filed or the failure of which to obtain or file would not have a material adverse effect on the Investor’s ability to perform its obligations under this Agreement or the Registration Rights Agreement. This Agreement and the Registration Rights Agreement have been duly executed and delivered by the Investor, and each of this Agreement and the Registration Rights Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the rights of creditors generally, (b) as limited by the application of general principles of equity (regardless of whether considered in a proceeding at law or in equity), and (c) to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws or public policy relating thereto.

3.2 Purchase Entirely for Own Account. The Shares (and the Conversion Shares) being purchased by the Investor are being acquired for investment for the Investor’s own account, and not as a nominee or agent, and not with a view to the resale or distribution of any

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part thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor understands that it may be required to bear the economic risk of this investment, unless the Shares (and/or the Conversion Shares) are registered pursuant to the Securities Act and any applicable state securities or blue sky laws or an exemption from such registration is available. The Investor is not a party to any contract, undertaking, agreement or arrangement with any Person to sell, transfer or otherwise dispose of any of the Shares (or the Conversion Shares) being purchased by it other than the Registration Rights Agreement.

3.3 Reliance Upon Investor’s Representations. The Investor understands that the Shares (and Conversion Shares) are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the United States federal and state securities laws, and that the Company is relying upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Investor set forth herein to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares (and the Conversion Shares).

3.4 Receipt of Information. The Investor and its advisers have been afforded the opportunity to ask questions of, and receive answers from, the Company regarding the terms and conditions of the issuance and sale of the Shares and the business, properties, prospects and financial condition of the Company and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or to which it had access. The Investor acknowledges and understands that its investment in the Shares involves a significant degree of risk, including the risks reflected in the SEC Reports. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 2 of this Agreement or the right of the Investor to rely thereon. No person other than the Company has been authorized to give any information or to give any representation not contained in this Agreement in connection with the offering and, if given or made, such information or representation must not be relied upon as having been authorized by the Company.

3.5 Investment Experience. The Investor is experienced in evaluating and investing in securities of companies such as the Company, is able to fend for itself in transactions such as the one contemplated by this Agreement, has the ability to bear the economic risks of its investment in the Company, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Shares.

3.6 Accredited Investor. The Investor is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D promulgated under the Securities Act because it is a partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000 The Investor is not registered as a broker or dealer under Section 15(a) of the Exchange Act and is not a member of the National Association of Securities Dealers, Inc.

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3.7 Restricted Securities. The Investor understands that:

(a) The Shares are subject to certain restrictions on transferability as set forth in this Agreement, the Registration Rights Agreement and/or the Certificate of Designations;

(b) The Shares (and/or the Conversion Shares) have not been registered under the Securities Act or any applicable state securities laws, and consequently, the Investor may have to bear the risk of owning the Shares (and/or the Conversion Shares) for an indefinite period of time because the Shares (and/or the Conversion Shares) may not be transferred unless: (i) the resale thereof is registered pursuant to an effective registration statement under the Securities Act; (ii) if requested by the Company in connection with a transfer other than in accordance with clause (i), (iii), or (iv) herein, the Investor has delivered to the Company an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions and which counsel shall be reasonably satisfactory to the Company) to the effect that the Shares (and/or the Conversion Shares) to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which exemption the opinion identifies; (iii) the Shares (and/or the Conversion Shares) are sold or transferred pursuant to Rule 144; or (iv) the Shares (and/or the Conversion Shares) are sold or transferred to an affiliate (as defined in Rule 144) of the Investor;

(c) Any sale of the Shares (and/or Conversion Shares) made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 (including the holding period requirement, the volume limitations and the manner of sale restrictions, if applicable), and if Rule 144 is not applicable, then the seller (or the person through whom the sale is made) might be deemed to be an underwriter (as that term is defined in the Securities Act) under the Securities Act or the rules and regulations of the SEC thereunder; and

(d) Except as set forth in the Registration Rights Agreement, neither the Company nor any other Person is under any obligation to register the Shares (and/or the Conversion Shares) under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

3.8 Governmental Review. The Investor understands that no United States federal or state or other Governmental Authority has passed upon or made any recommendation or endorsement of the Shares or an investment therein.

3.9 Legends. The Investor understands that, until (a) the Shares (and/or the Conversion Shares) may be sold under Rule 144 or (b) such time as the Shares (and/or the Conversion Shares) have been sold pursuant to an effective registration statement under the Securities Act, each certificate evidencing any of the Shares (and/or the Conversion Shares) shall be endorsed with the legends set forth below [and a stop-transfer order may be placed against transfer of the certificates for such Shares (and/or the Conversion Shares)]; and the Investor covenants that the Investor shall not transfer the Shares (and/or the Conversion Shares) represented by any such certificate without complying with applicable law and the restrictions on transfer described in the legends endorsed on such certificate:

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The following legend under the Act:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL OR UPON EVIDENCE REASONABLY SATISFACTORY TO TECHTEAM GLOBAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT OR ANOTHER APPLICABLE EXEMPTION.”

Such other legends as may be required under state securities laws.

4. Deliveries At Closing.

4.1 Documents to Be Delivered by Company. At the Closing, contemporaneously with the execution and delivery by the Company and Investor of this Agreement, the Company shall deliver to the Investor the following documents, in each case duly executed or otherwise in proper form:

(a) Stock Certificate. A Certificate representing the Shares as provided in Section 1.2.

(b) Registration Rights Agreement. A registration rights agreement substantially in the form of Exhibit B hereto (the “Registration Rights Agreement”), duly executed by the Company.

(c) Opinion of Counsel. A written opinion of Foley & Lardner dated as of the date of this Agreement, addressed to the Investor, substantially in the form of Exhibit C hereto.

4.2 Documents to Be Delivered by Investor. At the Closing, contemporaneously with the execution and delivery by the Company and the Investor of this Agreement, the Investor shall deliver to the Company the following:

(a) Purchase Price. The Purchase Price for the Shares, as provided in Section 1.2, by wire transfer of immediately available funds to the following account:

BankOne – Detroit, Michigan

ABA# 072000326

Account – TechTeam Global, Inc – #6024504

SWIFT Code: NBDDUS33

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(b) Registration Rights Agreement. The Registration Rights Agreement, duly executed by the Investor.

5. Additional Covenants. Assistance with Indian and Far Eastern Strategy. As a further inducement to the Company to enter into this Agreement and consummate the transactions contemplated hereby, including the issuance of the Shares to the Investor, the Investor, through its representative on the board of directors of the Company (the “Investor Representative”), agrees at no cost and expense to the Company (other than reasonable out-of-pocket expenses), to provide advice and guidance regarding the feasibility of the Company’s expansion into India and elsewhere in Asia. Subject to applicable fiduciary duties, if the Board determines that such expansion is feasible and in the best interest of the Company, the Investor, through the Investor Representative, on the one hand, and the Company through its other directors and officers, on the other hand, agree to jointly develop and implement a business plan and strategy for such expansion at no cost and expense to the Company. In no event shall the Investor or the Investor Representative be liable to the Company, any stockholder or any other Person for (i) the development, implementation of such business plan or strategy, or the failure to develop or implement, such business plan or strategy, (ii) any deficiency, fault or failure of such business plan or strategy or expansion by the Company into India and elsewhere in Asia, or (iii) any action or inaction taken in connection with this Section 5.1 or any expansion into India and elsewhere in Asia. By entering into this Agreement, the Company is expressing its good faith intention (subject to the fiduciary duties of the Company’s Board of Directors) to actively develop a strategy for expansion of the Company’s business into India and elsewhere in Asia. Notwithstanding the foregoing, the actions of the Investor Representative taken in connection with this Section 5.1 shall nonetheless be subject to all the fiduciary duties owed by a director to the Company and its stockholders. None of the foregoing is intended to either expand or narrow the Investor Representative’s liability beyond that as may be incurred as a result of being a director of the Company.

5.2 Covenants Respecting Rights Agreement. The Company covenants and agrees to take such actions as soon as reasonably practicable following the date hereof (but in any event not later than 14 days from the date hereof) as are necessary to amend the Rights Agreement to provide that holders of shares of Company Preferred Stock as of the Close of business on the Distribution Date (as such terms are defined in the Rights Agreement) shall be entitled to such rights, benefits and privileges as holders of Company Common Stock are entitled under the Rights Agreement on a basis determined as if each holder of shares of Series A Preferred Stock outstanding as of the Close of business on the Distribution Date had converted all such Series A Convertible Preferred into shares of Company Common Stock as of the such time. If the Company redeems the Rights outstanding pursuant to Section 23 of the Rights Agreement, Investor shall receive $.01 per share determined as if each holder of shares of Series A Preferred Stock outstanding as of the Close of business on the date the Company’s Board decides to redeem the Rights had converted all such Series A Convertible Preferred into shares of Company Common Stock. The Company and Investor covenant and agree to take and approve such actions as soon as reasonably practicable following the date hereof (but in any event not later than 14 days from the date hereof) as are necessary to amend the Certificate of Designations of the Series A Senior Convertible Preferred Stock (the “Certificate of Designations”) to prevent application of the antidilution protections provided for in Article III, Section 9(e) of the Certificate of Designations on account of the issuance of the rights to the holders of Company Preferred Stock under the Rights Agreement.

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6. Miscellaneous.

6.1 Entire Agreement. This Agreement and the documents referred to herein and all Schedules and Exhibits thereto constitute the entire agreement among the parties, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein.

6.2 Survival. The parties agree that, regardless of any investigation made by the parties, the warranties, representations and covenants of the Company and the Investors contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing for a period of four years beginning on the date hereof; provided, however, that notwithstanding the foregoing, the representations, warranties and covenants of the Company and the Investors contained herein shall continue to survive beyond the fourth anniversary of the Closing with respect to claims for damages arising out of fraud or willful misstatements or omissions by either party.

6.3 Assignment; Successors and Assigns. Neither this Agreement nor any of the party’s respective rights or obligations hereunder shall be assignable by either party without the prior written consent of the other. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties (including permitted transferees of any Shares or Conversion Shares). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

6.4 Governing Law. This Agreement shall be governed by, interpreted in accordance with and construed under the laws of the State of Delaware, without regard to any conflict of law provisions that would defer to the laws of another jurisdiction. No action may be brought arising out of this Agreement outside of the United States.

6.5 Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

6.6 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

6.7 Notices. Unless otherwise expressly provided herein, any notice required or permitted under this Agreement shall be given in writing and shall be deemed given and effective when received, and shall in any event be deemed to have been received (a) when delivered, if delivered personally or by commercial delivery service, (b) five (5) business days after deposit with the U.S. Mail, if mailed by registered or certified mail (return receipt

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requested), (c) one business day after the business day of timely deposit with a recognized national courier service for next day delivery (or two business days after such deposit if timely deposited for second business day delivery) or (d) one business day after delivery by facsimile transmission with a copy by U.S. Mail, if sent via facsimile plus mail copy (with acknowledgement of complete transmission), to the parties as follows:

If to the Company:	TechTeam Global, Inc. 27335 West 11 Mile Road Southfield, MI 48034 Attention: William F. Coyro, Jr.                     President and Chief Executive Officer Fax: (248) 357-0510
With copies to:	TechTeam Global, Inc. 27335 West 11 Mile Road Southfield, MI 48034 Attention: Michael A. Sosin, Esq.                   General Counsel and Secretary Fax: (248) 357-0510
	And Foley & Lardner 330 North Wabash Avenue Suite 3300 Chicago, IL 60611 Attention: Todd B. Pfister, Esq. Fax: (312) 755-1925
To Investor	ChrysCapital II, LLC Third Floor, Les Cascades Edith Cavell Street Port Louis, Mauritius Attention: Fareed Soreefan Fax: 011-230-211-1000
With a copies to:	ChrysCapital Investment Advisors 285 Hamilton Avenue, Suite 240 Palo Alto, CA 94301 Attention: Brahmal Vasudevan Fax: (650) 752-0890
	and Pillsbury Winthrop LLP 2550 Hanover Street Palo Alto, CA 94304 Attention: Kerry T. Smith Fax: (650) 233-4545

or to such other address as such party may designate by written notice to the other party in accordance with the provisions of this Section.

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6.8 Expenses. Each party will bear its own expenses related to this Agreement and the transactions contemplated herein.

6.9 Attorneys’ Fees; Arbitration.

(a) Subject to Section 6.9(b) hereof, if any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs and disbursements in addition to any other relief to which such party may be entitled.

(b) Any dispute, controversy or claim arising out of or relating to this Agreement shall be resolved in the following manner:

(i) within thirty (30) days of written notice that there is such a dispute, controversy or claim, the parties to the dispute shall meet at the principal office of the Company, if such principal office is in the United States in an effort to reach an amicable settlement;

(ii) if the dispute, controversy or claim has not been resolved within sixty (60) days of the initial written notice using the procedure contemplated by subparagraph (i) hereof, the matter shall be resolved by three arbitrators in accordance with the American Arbitration Association Commercial Arbitration rules except that (A) if the parties to the dispute can agree on a single arbitrator within sixty (60) days of the initial written notice, the matter shall be resolved by one arbitrator, and (B) if the parties cannot agree on a single arbitrator, to the extent possible under the American Arbitration Association Commercial Arbitration rules, the arbitrators will be individuals suggested by or acceptable to the parties to the arbitration. The tribunal shall hold a preliminary meeting with the parties within thirty (30) days of the appointment of the arbitrator, if there is a single arbitrator, or the third or presiding arbitrator, if there are three arbitrators, for the purpose of determining the issues to be decided in the arbitration, the specific procedures to be followed and the schedule for briefing and/or hearings. The tribunal shall hold a hearing and, within one hundred twenty (120) days of the preliminary meeting (except in extraordinary cases), issue an award in writing which shall state the reasons for the award. Judgment on an arbitral award may be entered by any court of competent jurisdiction, or application may be made to such a court for judicial acceptance of the award and any appropriate order including enforcement.

6.10 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investor.

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6.11 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

6.12 Rights of the Investor. The Investor shall have the absolute right to exercise or refrain from exercising any right or rights that it may have by reason of this Agreement or any Shares, including without limitation the right to consent to the waiver of any obligation of the Company under this Agreement and to enter into an agreement with the Company for the purpose of modifying this Agreement or any agreement effecting any such modification, and the Investor shall not incur any liability to any other holder or holders of the Shares with respect to exercising or refraining from exercising any such right or rights.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

COMPANY:

TECHTEAM GLOBAL, INC.

By:	/s/ William F. Coyro, Jr.
	William F. Coyro, Jr. President and Chief Executive Officer

INVESTOR:

CHRYSCAPITAL II, LLC

By: /s/ Rubina Toorawa                             

Name: Rubina Toorawa                            

Title: Director                                             

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EX-2

Exhibit 2

CERTIFICATE OF DESIGNATIONS

OF THE

SERIES A CONVERTIBLE PREFERRED STOCK

(Par Value $.01 Per Share)

OF

TECHTEAM GLOBAL, INC.

TECHTEAM GLOBAL, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions of Section 151(g) thereof,

HEREBY CERTIFIES THAT:

I. The name of the corporation is TechTeam Global, Inc. (the “Company”).

II. The Certificate of Incorporation, as amended (the “Certificate of Incorporation”), of the Company authorizes two classes of shares known as: (a) common stock, $.01 par value per share (the “Common Stock”), and (b) preferred stock, $.01 par value per share (the “Preferred Stock”), and expressly vests in the Board of Directors of the Company the authority to provide for the issuance of the shares of Preferred Stock in series, to establish from time to time the number of shares to be included in each such series, and to fix the designation powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof.

III. The Board of Directors of the Company, pursuant to the authority expressly vested in it, by unanimous written consent, adopted the following resolution relating to the creation of a series of Preferred Stock designated as “Series A Convertible Preferred Stock”:

RESOLVED, that pursuant to the authority vested in the Board of Directors of the Company by Section 151 of the Delaware General Corporation Law and in accordance with the provisions of the Company’s Certificate of Incorporation, the Board of Directors deems it advisable to, and hereby does, establish a series of Preferred Stock, designated as “Series A Convertible Preferred Stock,” of the Company and hereby states the number of shares, and fixes the powers, designations, preferences and relative, participating, optional and other rights, and the qualifications, limitations and restrictions thereof, of such shares as follows:

Section 1. Designation. The shares of such series of Preferred Stock shall be designated “Series A Convertible Preferred Stock” (referred to herein as the “Series A Preferred Stock”).

Section 2. Authorized Number. The number of shares constituting the Series A Preferred Stock shall be six hundred eighty-nine thousand six hundred fifty-six (689,656).

Section 3. Voting Rights.

(a) General. Except as otherwise expressly provided herein or as otherwise may be required by law, the Series A Preferred Stock shall vote together with the holders of Common Stock as a single class on all actions to be taken by the stockholders of the Company. Each share of Series A Preferred Stock shall entitle the holder thereof to such number of votes per share on each such action as shall equal the number of shares of Common Stock into which each share of Series A Preferred Stock is convertible at the record date for the determination of stockholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken or any written consent of the stockholders is solicited.

(b) Class Vote Required. So long as any outstanding shares of Series A Preferred Stock are held by ChrysCapital II, LLC, a Mauritius company (“CCII”), or any affiliate thereof, then, in addition to any other vote or consent of stockholders required by the Company’s Certificate of Incorporation or Bylaws, the affirmative vote of the holders of at least a majority of the Series A Preferred Stock, given in person or by proxy, either pursuant to a consent in writing without a meeting (if permitted by law and the Company’s Certificate of Incorporation) or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

(i) any amendment, alteration or repeal of any of the provisions of the Company’s Certificate of Incorporation which affects adversely the powers, rights or preferences of the holders of the Series A Preferred Stock; provided that a Change of Control transaction (as defined in Section 6 hereof) or the amendment of the provisions of the Company’s Certificate of Incorporation so as to authorize or create, or to increase the authorized amount of any stock of any class ranking junior to the Series A Preferred Stock, including the Common Stock, shall not be deemed to affect adversely the powers, rights or preferences of the holders of the Series A Preferred Stock and shall not be subject to approval by the holders of the Series A Preferred Stock, and such holders shall not be entitled to vote separately as a class thereon. This provision shall not affect any voting rights holders of shares of Series A Preferred Stock may otherwise have pursuant to Section 3 (a) of this Certificate of Designations;

(ii) any increase in the authorized amount of, or any stock split, reverse stock splits, or combination of, or with respect to, the Series A Preferred Stock, or the authorization, creation or issuance of, or the increase in the authorized amount of, any stock of any class or series, or any security convertible into stock of any class or series, ranking equal to or senior to the Series A Preferred Stock in terms of dividend rights, voting rights or rights on liquidation; or

(iii) redeem any shares of capital stock of the Company (other than the Series A Preferred Stock as provided in Sections 7 or 12(b) hereof). This provision does not apply to stock repurchases by the Company pursuant to any stock repurchase program approved by the Company’s Board of Directors;

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Section 4. Appointment of Directors. So long as CCII (or any affiliate thereof) is the holder of fifty-one percent (51%) or more of the outstanding shares of Series A Preferred Stock, the holders of Series A Preferred Stock, voting separately as a class, will have the right to: (i) elect one (1) member of the Company’s Board of Directors upon the affirmative vote of the holders of at least a majority of the outstanding Series A Preferred Stock (the “Series A Preferred Director”); and (ii) appoint one (1) observer (subject to the prior approval of the Chairman of the Board of Directors of the Company) to attend any meeting of the Company’s Board of Directors from which the Series A Preferred Director is absent, provided that the Company’s Board of Directors may exclude such observer from all or any part of any meeting thereof if the Board, in its sole discretion, deems it appropriate. In the event the number of shares of Series A Preferred Stock held by CCII (or any affiliate thereof) falls below fifty-one percent (51%) of the aggregate number of Series A Preferred Stock authorized to be issued, the Board of Directors of the Company shall have the right, in its sole discretion and with or without cause by majority vote of the Company’s Board of Directors, not including the Series A Preferred Director, to remove or request the resignation of the Series A Preferred Director, and such Series A Preferred Director shall, as a condition to becoming a director, agree to tender his or her resignation, if so requested. All members of the Board of Directors of the Company (other than the Series A Preferred Director, if any) shall be elected by the holders of the Series A Preferred Stock and the holders of the Common Stock voting together as a single class in accordance with Section 3 hereof.

Section 5. Dividends. The holder of each share of Series A Preferred Stock shall be entitled to receive dividends or other distributions, when and as declared by the Company’s Board of Directors out of funds legally available for such purpose, in an amount determined in accordance with the penultimate sentence of this Section 5, on the dividend or distribution payment dates established with respect to the Common Stock, to holders of record on the same record date established with respect to the Common Stock, and on a parity with the holders of the Common Stock. For purposes of determining the dividend or other distribution payable with respect to shares of the Series A Preferred Stock, each share thereof shall be entitled to receive the dividend or other distribution payable on the number of shares of Common Stock into which each share of Series A Preferred Stock is convertible at the record date established with respect to the payment of a dividend or other distribution. Unless expressly declared by the Board of Directors, dividends shall not be cumulative.

Section 6. Change of Control. In the event the Board of Directors of the Company determines to proceed with (i) the sale of all or substantially all of the assets of the Company, or (ii) a merger, consolidation, reorganization or other transaction in which the stockholders of the Company immediately prior to the effective date of the transaction would have beneficial ownership of less than fifty percent (50%) of the total combined voting power for the election of directors of the surviving corporation immediately following such transaction (either of which shall be referred to as a “Change of Control”), the Company shall provide the holders of Series A Preferred Stock with written notice thereof within two (2) business days (the “Company Notice”) after the Board of Directors’ determination to proceed with a Change of Control transaction. Each holder of Series A Preferred Stock shall have until the later of (a) two (2) business days following the Company Notice or (b) two (2) business days prior to the closing of the Change of Control transaction (or prior to any Company stockholder vote with respect thereto, if one is required), to request redemption of its Series A Preferred Stock at a price per share equal to the Redemption Price (as defined in Section 7(a)). If a holder of shares of Series A Preferred Stock does not make a timely written request for the redemption of such holder’s shares, then the shares of Series A Preferred Stock held thereby will automatically be converted into shares of Common Stock in accordance with Section 9(b) immediately prior to the closing of the Change of Control transaction.

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Section 7. Mandatory Redemption.

(a) Mandatory Redemption. To the extent any shares of Series A Preferred Stock remain outstanding as of the third anniversary of the date of issuance thereof (the “Mandatory Redemption Date”), the Company shall redeem all of such shares of Series A Preferred Stock on the Mandatory Redemption Date at a price per share equal to $7.25 (as adjusted for stock dividends, stock splits, reverse stock splits, combinations or the like occurring with respect to such shares of Series A Preferred Stock following the date hereof) (the “Redemption Price”).

(b) Put Right. Subject to Section 12(b) hereof, holders of shares of Series A Preferred Stock shall have the right to require the Company to redeem any or all of their shares of Series A Preferred Stock at a price equal to the Redemption Price, exercisable for a period of ninety (90) days after the occurrence of any of the following events: (i) William F. Coyro (“Coyro”) is removed, without cause, as Chief Executive Officer of the Company by the Board of Directors; (ii) the total non-leasing revenue of the Company (on a consolidated basis) for any fiscal quarter, as reported in its periodic filings made with the United States Securities and Exchange Commission (“SEC”), is below seventy-five percent (75%) of (A) the total non-leasing revenue of the Company (on a consolidated basis), as reported in its periodic filings made with the SEC for the immediately preceding fiscal quarter or (B) $19,237,000; or (iii) the Company’s net cash (defined as cash, cash equivalents and securities available for sale, less any debt or similar instruments senior to the Series A Preferred Stock) is less than six million five hundred thousand dollars ($6,500,000). For purposes of this Section 7(b), “cause” shall mean violations by Coyro of his duties as Chief Executive Officer of the Company which are demonstrably willful and deliberate on his part, which are committed in bad faith or without reasonable belief that such violations are in the best interests of the Company and which are not remedied in a reasonable period of time after receipt of written notice from the Board of Directors of the Company specifying such violations, the death or incapacity of Coyro due to physical or mental illness, or the conviction of Coyro of a felony. Coyro shall be deemed to have been removed if the Company’s Board of Directors takes affirmative steps to seek Coyro’s removal, which then results in his resignation.

(c) No Act Prohibiting. The Company shall not take any action that would prohibit the exercise of any put or redemption rights described in this Section 7.

Section 8. Liquidation.

(a) Liquidation Preference. In the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary (any such event, a “Liquidation”), the holders of the shares of Series A Preferred Stock shall be entitled to receive, in preference to the holders of Common Stock issued by the Company, an amount equal to $7.25 per share (as adjusted for stock dividends, stock splits, reverse stock splits, combinations or the like occurring with respect to such shares of Series A Preferred Stock following the date hereof) plus all accrued and unpaid dividends, if any, with respect to such share of Series A Preferred

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Stock, without interest, and no more (the amount to be paid with respect to each share of Series A Preferred Stock hereinafter referred to as “the Liquidation Preference”). If, upon a Liquidation of the Company, the net assets to be distributed among the holders of Series A Preferred Stock shall be insufficient to permit payment to the holders of Series A Preferred Stock of the aggregate Liquidation Preference, then the entire assets of the Company shall be liquidated for fair market value and the proceeds shall be distributed ratably among the holders of Series A Preferred Stock. After payment in full of the Liquidation Preference on all shares of Series A Preferred Stock, the holders of such shares in their capacity as such shall not be entitled to any further right or claim to any remaining assets of the Company, and the remaining proceeds shall be paid to the holders of Common Stock. A Change in Control shall not be considered a Liquidation for purposes hereof.

(b) Notice. Written notice of such Liquidation, stating a payment date, the amount of the Liquidation Preference to holders of Series A Preferred Stock and the place where said liquidation payments shall be payable, shall be given by registered or certified mail, return receipt requested and postage prepaid, by hand delivery or by overnight delivery, not less than fifteen (15) days prior to the payment date stated therein, addressed to each record holder of shares of Series A Preferred Stock at the address of such holder as shown on the books of the Company.

Section 9. Conversion. The Series A Preferred Stock shall, prior to the payment or declaration of a Liquidation Preference, be convertible into Common Stock as follows:

(a) Right to Convert. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the first anniversary of the initial issuance thereof, into that number of shares of Common Stock determined by dividing (i) $7.25 by (ii) the Conversion Price (as hereinafter defined). Notwithstanding the foregoing sentence, (A) no holder of Series A Preferred Stock may convert fewer than 70,000 shares of Series A Preferred Stock at any one time (unless such holder holds less than 70,000 shares of Series A Preferred Stock in which case such holder may only convert the entire amount of shares of Series A Preferred Stock then held), and (B) the conversion rights set forth in this Section 9(a) shall be subject to the restrictions set forth in Section 12(b) below. A holder of shares of Series A Preferred Stock may exercise the conversion right as to any shares of Series A Preferred Stock by delivering to the Company, during regular business hours, or to the office of any transfer agent of the Company for the Common Stock or at such other office or agency as may be designated by the Company in writing to the holders of Series A Preferred Stock, the certificate or certificates for the shares to be converted, duly endorsed in blank or assigned to the Company, and accompanied by written notice stating that the holder elects to convert such shares. Conversion shall be deemed to have been effected on the date when such written notice and the endorsed stock certificate or certificates are received by the Company (the “Optional Conversion Date”). Upon any conversion pursuant to this Section 9(a), any accrued but unpaid dividends shall be paid in cash.

(b) Conversion Price. The conversion price (“Conversion Price”) shall initially be $7.25. The Conversion Price shall be subject to adjustment as provided in Sections 9(c) and (e) below.

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(c) Adjustment Upon Common Stock Event. Upon the happening of a Common Stock Event (as hereinafter defined), the Conversion Price of the Series A Preferred Stock shall, simultaneously with the happening of such Common Stock Event, be adjusted by multiplying the Conversion Price of the Series A Preferred Stock in effect immediately prior to such Common Stock Event by a fraction, (i) the numerator of which shall be the number of shares of Common Stock issued and outstanding immediately prior to such Common Stock Event, and (ii) the denominator of which shall be the number of shares of Common Stock issued and outstanding immediately after such Common Stock Event, and the product so obtained shall thereafter be the Conversion Price for the Series A Preferred Stock. The Conversion Price for the Series A Preferred Stock shall be readjusted in the same manner upon the happening of each subsequent Common Stock Event. As used herein, the term “Common Stock Event” shall mean (i) the issuance by the Company of additional shares of Common Stock as a dividend or other distribution on outstanding Common Stock, (ii) a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock, or (iii) a combination of the outstanding shares of Common Stock into a smaller number of shares of Common Stock.

(d) Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the original date of issuance of the shares of Series A Preferred Stock (the “Original Issue Date”) the Common Stock issuable upon the conversion of the Series A Preferred Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification, substitution or otherwise (other than by a Common Stock Event or a reorganization, merger, consolidation or sale of assets provided for elsewhere in this Section 9), then in any such event each holder of Series A Preferred Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the number of shares of Common Stock into which such shares of Series A Preferred Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

(e) Dilutive Issuance. If at any time or from time to time after the Original Issue Date the Company issues or sells, or is deemed by the provisions of this Section 9(e) to have issued or sold, Additional Shares of Common Stock (as hereinafter defined), otherwise than in connection with a Common Stock Event as provided in Section 9(c) or a recapitalization, reclassification, substitution or other change as provided in Section 9(d), for a purchase price per share that is less than the Conversion Price for the Series A Preferred Stock in effect immediately prior to such issue or sale (a “Dilutive Issuance”), then, and in each such case, the Conversion Price for the Series A Preferred Stock shall be reduced, as of the close of business on the date of such issue or sale, to the price obtained by multiplying such Conversion Price by a fraction:

(i) The numerator of which shall be the sum of (A) the number of Common Stock Equivalents Outstanding (as hereinafter defined) immediately prior to such issue or sale of Additional Shares of Common Stock plus (B) the quotient obtained by dividing the Aggregate Consideration Received (as hereinafter defined) by the Company for the total number of Additional Shares of Common Stock so issued or sold by the Conversion Price for the Series A Preferred Stock in effect immediately prior to such issue or sale; and

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(ii) The denominator of which shall be the sum of (A) the number of Common Stock Equivalents Outstanding immediately prior to such issue or sale plus (B) the number of Additional Shares of Common Stock so issued or sold (or deemed so issued and sold).

(f) Certain Definitions. For the purpose of making any adjustment required under this Section 9:

(i) “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the Company, or issuable upon conversion or exercise of any Convertible Securities, Rights or Options issued by the Company, whether or not subsequently reacquired or retired by the Company, other than: (i) shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock; (ii) shares of Common Stock issued upon conversion or exchange of any existing convertible securities or exercise of any existing warrants or options; (iii) shares of Common Stock issued or issuable as a dividend or distribution on the Series A Preferred Stock; (iv) shares of Common Stock or options, warrants, convertible securities or other rights to acquire shares of Common Stock issued or issuable pursuant to the Company’s existing stock plans and option plans, or any future plans approved by vote of the Company’s Common Stock; or (v) shares of Common Stock issued in connection with a merger or acquisition of all or substantially all of the assets of a third party;

(ii) The “Aggregate Consideration Received” by the Company for any issue or sale (or deemed issue or sale) of securities shall (i) to the extent it consists of cash, be computed at the gross amount of cash received by the Company before deduction of any underwriting or similar commissions, compensation or concessions paid or allowed by the Company in connection with such issue or sale and without deduction of any expenses payable by the Company; (ii) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in good faith by the Board of Directors of the Company; and (iii) if Additional Shares of Common Stock, Convertible Securities or Rights or Options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board of Directors of the Company to be allocable to such Additional Shares of Common Stock, Convertible Securities or Rights or Options;

(iii) “Common Stock Equivalents Outstanding” shall mean the number of shares of Common Stock that is equal to the sum of (A) all shares of Common Stock of the Company that are outstanding at the time in question, plus (B) all shares of Common Stock of the Company issuable upon conversion of all shares of Series A Preferred Stock or other Convertible Securities that are outstanding at the time in question, plus (C) all shares of Common Stock of the Company that are issuable upon the exercise of Rights or Options that are outstanding at the time in question assuming the full conversion or exchange into Common Stock of all such Rights or Options that are Rights or Options to purchase or acquire Convertible Securities into or for Common Stock;

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(iv) “Convertible Securities” shall mean stock (excluding the Series A Preferred Stock) or other securities convertible into or exchangeable for shares of Common Stock;

(v) The “Effective Price” of Additional Shares of Common Stock shall mean the quotient determined by dividing the total number of Additional Shares of Common Stock issued or sold, or deemed to have been issued or sold, by the Company under this Section 9, into the Aggregate Consideration Received, or deemed to have been received, by the Company under this Section 9, for the issue of such Additional Shares of Common Stock; and

(vi) “Rights or Options” shall mean warrants, options or other rights to purchase or acquire Additional Shares of Common Stock or Convertible Securities.

Section 10. Other Notices. In case at any time there shall be any capital reorganization or reclassification of the capital stock of the Company, the Company shall give, by registered or certified mail, return receipt requested and postage prepaid, by hand delivery or by overnight delivery, addressed to each record holder of any share or shares of Series A Preferred Stock at the address of such holder then shown on the books of the Company, (A) at least five (5) days prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization or reclassification and (B) in the case of any such reorganization or reclassification, at least five (5) days prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (a) shall also specify the date on which the holders of capital stock shall be entitled thereto and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of capital stock shall be entitled to exchange their capital stock for securities or other property deliverable upon such reorganization or reclassification, as the case may be.

Section 11. Mechanics of Conversion.

(a) Issuance of Certificates; Time Conversion Effected. As promptly as practicable after an Optional Conversion Date as the holder of Series A Preferred Stock shall comply with all requirements of Section 11(a) or 11(b) hereof, the Company shall issue and deliver to such holder a certificate or certificates for the number of full shares of Common Stock to which such holder is entitled, registered in the name of the holder, and at the address designated by such holder and payment for any fractional share of Common Stock otherwise deliverable (as determined in accordance with Section 11(b) below). The person in whose name the certificate or certificates for Common Stock are to be issued shall be deemed to have become a stockholder of record on such conversion date unless the transfer books of the Company are closed on such conversion date, in which event, such person shall be deemed to have become a stockholder of record of Common Stock on the next succeeding date on which the transfer books are open.

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(b) Fractional Shares. The Company shall not be required to issue any fraction of a share of Common Stock upon conversion of any shares of Series A Preferred Stock. The number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the total number of shares of Series A Preferred Stock surrendered. If any fractional interest in a share of Common Stock would otherwise be deliverable upon conversion, the Company shall make an adjustment therefor in cash based upon the then-current fair market value of a share of Common Stock.

(c) Payment of Taxes Upon Conversion. The issuance of Common Stock on conversion of Series A Preferred Stock shall be without charge to the converting holder of the Series A Preferred Stock for any tax in respect to the issuance thereof, but the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares in any name other than that of the holder of record on the books of the Company of shares of Series A Preferred Stock converted, and the Company shall not be required to issue or deliver any such certificate for shares of Common Stock unless and until the person requesting the issuance shall have paid to the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid.

(d) Common Stock Fully Paid and Nonassessable Upon Conversion. Shares of Common Stock issued on conversion of shares of the Series A Preferred Stock shall be issued as fully paid shares and shall be nonassessable. The Company shall at all times reserve and keep available for issuance upon conversion of the Series A Preferred Stock such number of full shares of Common Stock as shall be sufficient to effect the conversion of all outstanding shares of Series A Preferred Stock.

(e) No Reissuance of Series A Preferred Stock. Shares of Series A Preferred Stock, which are converted into shares of Common Stock as provided herein, redeemed or otherwise acquired by the Company shall not be reissued under any circumstances.

(f) Notice of Adjustment. Whenever the number of shares of the Common Stock into which each share of the Series A Preferred Stock is convertible (and the number of votes to which each share of the Series A Preferred Stock is entitled) is adjusted as provided in this Certificate of Designations, the Company shall promptly mail to the holders of record of the outstanding shares of the Series A Preferred Stock at their respective addresses, as the same shall appear on the books of the Company, a notice stating that the number of shares of the Common Stock into which each share of the Series A Preferred Stock is convertible has been adjusted and setting forth the new number of shares of the Common Stock (or describing the new stock, securities, cash or other property) into which each share of the Series A Preferred Stock is convertible (and the new number of votes to which each share of the Series A Preferred Stock is entitled), as a result of such adjustment, a brief statement of the facts requiring such adjustment and the computation thereof, and when such adjustment became effective.

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Section 12. Restrictions on Transfer; Right of First Offer.

(a) General. CCII shall not sell, offer to sell, transfer, pledge, assign, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively, “Transfer”), any shares of Series A Preferred Stock for a period of one year following the date of issuance.

Thereafter, CCII may Transfer, provided the Transfer is to a mutual fund, bank, insurance company, pension fund, qualified institutional buyer (as defined in Rule 144A promulgated under the Securities Act of 1933, as amended) or any other entity that is not, directly or indirectly, engaged in any business competitive with the Company, or an affiliate of any such entity. During the period commencing the day following the first anniversary of the date of issuance and ending on the second anniversary of the date of issuance, CCII may, subject to compliance with applicable law (including, without limitation, federal and state securities laws), Transfer up to 50% of the shares of Series A Preferred Stock held thereby. Following the second anniversary of the date of issuance, there shall be no other restrictions on Transfer imposed on CCII under this Certificate of Designations. Any Transfer by CCII after the first anniversary of the Original Issuance Date other than as provided for above, shall require the prior written consent of the Company, which consent shall not be unreasonably withheld. The foregoing restrictions shall not apply to Common Stock received by CCII upon conversion of the Series A Preferred Stock pursuant to Section 9 hereof.

(b) Transfers to Non-Affiliates of CCII. If shares of Series A Preferred Stock are, at any time, Transferred to one or more non-affiliates of CCII, the holder(s) of such Transferred shares of Series A Preferred Stock, effective as of such Transfer (and all subsequent holders of such shares), will: (i) not have any voting rights (pursuant to Section 3 of this Certificate of Designations or otherwise), except as required by law, (ii) not have the right to require the Company to redeem such shares of Series A Preferred Stock pursuant to Section 7(b) of this Certificate of Designations in the event Coyro is removed, without cause, as Chief Executive Officer of the Company by the Board of Directors; (iii) be required to request, pursuant to Section 7(b), the redemption of all of the shares of Series A Preferred Stock held by such non-affiliate holder, or not at all; (iv) be entitled to exercise such holder’s conversion rights, pursuant to Section 9 of this Certificate of Designations, a maximum of three (3) times; and (v) not have the right to Transfer any shares of Series A Preferred Stock without the prior written consent of the Company.

(c) Right of First Offer. Subject to any other provision of this Certificate of Designations, if at any time CCII or any other holder of shares of Series A Preferred Stock (a “Transferring Holder”) shall desire to Transfer any of the shares of Series A Preferred Stock held thereby, the Transferring Holder shall, prior to entering into any negotiations or binding agreement with any third party with respect to the Transfer of any such shares, deliver a notice (a “Transfer Notice”) to the Company specifying that the Transferring Holder desires to Transfer all or a portion of the shares of Series A Preferred Stock held thereby. For a period of thirty (30) days following receipt of the Transfer Notice (the “Exclusivity Period”), the Company shall have the exclusive right to negotiate with the Transferring Holder with respect to the possible Transfer of its shares of Series A Preferred Stock. Following the Exclusivity Period, the Transferring Holder shall be entitled to enter into negotiations with other parties with respect to the Transfer of its shares of Series A Preferred Stock, subject to the restrictions and limitations set forth in this Certificate of Designations and under applicable law.

[Remainder of Page Intentionally Left Blank – Signature on Next Page]

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IN WITNESS WHEREOF, the Company has caused this Certificate of Designations to be signed and executed in its corporate name by William F. Coyro, its President and Chief Executive Officer, as of this 7^th day of April, 2003.

TECHTEAM GLOBAL, INC.

By:  /s/ William F. Coyro, Jr.                            

        William F. Coyro, Jr.

        President and Chief Executive Officer

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EX-3

Exhibit 3

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the 8th day of April, 2003, by and among TECHTEAM GLOBAL, INC., a Delaware corporation (the “Company”), and CHRYSCAPITAL II, LLC, a Mauritius company (“ChrysCapital”).

RECITALS:

A. In connection with the Securities Purchase Agreement (as defined in Section 1.1(kk) below), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to sell to ChrysCapital the Shares (as defined in Section 1.1(ll) below). The Shares are convertible into the Conversion Shares (as defined in Section 1.1(k) below) pursuant to, and upon the terms and conditions of, the Certificate of Designations (as defined in Section 1.1(e) below).

B. To induce ChrysCapital to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act (as defined in Section 1.1(jj) below) and applicable state securities laws with respect to the Conversion Shares.

AGREEMENT:

1. Certain Definitions.

Capitalized terms used and not otherwise defined herein shall have the respective meanings given them in the Securities Purchase Agreement. As used in this Agreement, the following terms shall have the meanings set forth below:

(a) “Advice” shall have the meaning set forth in Section 5.2 hereof.

(b) “Affiliate” shall have the meaning set forth in Rule 405 promulgated under the Securities Act.

(c) “Agreement” shall have the meaning set forth in the first paragraph of this Agreement.

(d) “Board” shall have the meaning set forth in Section 3.2(f) hereof.

(e) “Certificate of Designations” shall mean the Certificate of Designations as defined in the Securities Purchase Agreement.

(f) “ChrysCapital” shall mean ChrysCapital II, LLC, a Mauritius company.

(g) “Closing” shall mean April 8, 2003, the date upon which the Company issued and sold the Shares to ChrysCapital pursuant to the Securities Purchase Agreement.

(h) “Commission” shall mean the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

(i) “Common Stock” shall mean the Common Stock, par value $.01 per share, of the Company.

(j) “Company” shall have the meaning set forth in the first paragraph of this Agreement.

(k) “Conversion Shares” shall mean the shares of Common Stock issuable upon the conversion of the Shares pursuant to the Certificate of Designations.

(l) “Demand Period” shall have the meaning set forth in Section 3.1 hereof.

(m) “Demand Registration” shall have the meaning set forth in Section 3.1 hereof.

(n) “Demand Registration Request” shall have the meaning set forth in Section 3.2(a) hereof.

(o) “Demand Registration Statement” shall have the meaning set forth in Section 3.2(e) hereof.

(p) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time.

(q) “Form S-3 Registration Statement” shall have the meaning set forth in Section 3.2(b) hereof.

(r) “Holder” shall mean ChrysCapital and any subsequent holder of Registrable Securities to whom the registration rights conferred by this Agreement have been transferred in compliance with Section 2.2 hereof.

(s) “Initiating Holders” shall have the meaning set forth in Section 3.1 hereof.

(t) “Interim Demand Period” shall have the meaning set forth in Section 3.2(b) hereof.

(u) “NASD” shall mean the National Association of Securities Dealers, Inc.

(v) “Other Holders” shall have the meaning set forth in Section 4.4 hereof.

(w) “Other Shareholders” shall mean persons other than Holders who, by virtue of agreements with the Company, are entitled to include their securities in certain registrations hereunder. The Company represents and warrants to ChrysCapital that, as of the date hereof, there are no Other Shareholders.

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(x) “Person” means an individual, a partnership, an association, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department, agency or principal subdivision thereof.

(y) “Piggyback Notice” shall have the meaning set forth in Section 4.1 hereof.

(z) “Piggyback Registration” shall have the meaning set forth in Section 4.1 hereof.

(aa) “Piggyback Registration Statement” shall have the meaning set forth in Section 4.1 hereof.

(bb) “Preferred Stock” shall mean the Series A Convertible Preferred Stock, par value $.01 per share, of the Company.

(cc) “Prospectus” is the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and material incorporated by reference in such prospectus.

(dd) The terms “register,” “registered” and “registration” shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of the effectiveness of such registration statement.

(ee) “Registrable Securities” shall mean the Conversion Shares issuable upon the conversion of the Shares in accordance with the Certificate of Designations, and (iii) any Common Stock issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares referenced above. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (a) a Registration Statement with respect to the sale or transfer of such securities has been declared effective under the Securities Act and such shares have been sold pursuant to such Registration Statement, (b) all securities (including any Conversion Shares issuable upon conversion of the Shares) held by a Holder shall become saleable pursuant to Rule 144 (or any successor provision) under the Securities Act in any ninety (90) day period, or (c) such securities shall have ceased to be outstanding. For purposes of this Agreement, a holder of Shares shall be treated as a Holder of the number of Conversion Shares issuable upon the conversion of such Shares in accordance with the Certificate of Designations; provided, however, that such Shares shall be converted into Conversion Shares constituting Registrable Securities (i) if being registered as part of a firm commitment underwriting, then immediately prior to the effectiveness of the applicable Registration Statement, and (ii) if being registered as part of a registration which is not a firm commitment underwriting, then in connection with the closing of the sale of such Registrable Securities. In no event, however, shall the Company be required to register any Shares or other securities (other than shares of Common Stock constituting Registrable Securities) hereunder.

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(ff) “Registration Expenses” shall have the meaning set forth in Section 6.1 hereof.

(gg) “Registration Statement” means any registration statement of the Company filed under the Securities Act which covers any of its securities, including any prospectus constituting a part thereof, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all materials incorporated by reference in such Registration Statement.

(hh) “Rule 144” shall mean Rule 144 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

(ii) “Rule 145” shall mean Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

(jj) “Securities Act” shall mean the Securities Act of 1933, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time.

(kk) “Securities Purchase Agreement” shall mean the Securities Purchase Agreement, dated April 8, 2003, between the Company and ChrysCapital relating to the issuance and sale of the Shares.

(ll) “Shares” shall mean the 689,656 shares of Preferred Stock issued and sold by the Company to ChrysCapital pursuant to the Securities Purchase Agreement

(mm) “Supplemental Demand Registration Request” shall have the meaning set forth in Section 3.2(d) hereof.

2. Registrable Securities.

2.1 Registrable Securities. The securities entitled to the benefits of this Agreement are the Registrable Securities.

2.2 Rights of Subsequent Holders. Subject to the restrictions on transferability of the Shares and the Conversion Shares as set forth in the Securities Purchase Agreement, the Certificate of Designations and/or on the legends affixed to certificates representing the Registrable Securities, the rights to cause the Company to register securities granted to a Holder by the Company under this Agreement may be transferred or assigned by ChrysCapital only to a transferee or assignee of not less than 70,000 shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like), provided that the Company is given written notice at the time of or within a reasonable time after such transfer or assignment, stating the name and address of the transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned, and, provided further, that the transferee or assignee of such rights assumes in writing the obligations of ChrysCapital under this Agreement.

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3. Demands for Registration.

3.1 Demand Registration. Commencing on the first anniversary of the date of this Agreement and ending with the termination of this Agreement pursuant to Section 9.3 hereof (the “Demand Period”), subject to the terms and conditions of this Agreement, one or more Holders of the Registrable Securities may make a written request to the Company for registration under the Securities Act of all or part of their Registrable Securities having an aggregate market value, determined as of the close of business on the last trading day immediately preceding the date of such written request, of not less than $2,500,000 ($1,000,000 if the Company is eligible to use Form S-3 to register the Registrable Securities) (a “Demand Registration”). Such Holders of Registrable Securities making such a demand are sometimes referred to herein as “Initiating Holders” or individually an “Initiating Holder”. A registration shall not be deemed to be a Demand Registration (i) unless a Registration Statement with respect thereto has become effective, (ii) if after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the holders of Registrable Securities participating in such registration and has not thereafter become effective, or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of the Registrable Securities or Holders thereof participating in such registration.

3.2 Demand Procedure.

(a) Subject to Section 3.2(b) hereof, during the Demand Period the Initiating Holders may deliver to the Company a written request (a “Demand Registration Request”) that the Company register any or all of the Registrable Securities of such Initiating Holder(s).

(b) Holders of Registrable Securities will be entitled to a total of not more than one (1) Demand Registration (and an additional two (2) Demand Registrations, provided the Company is eligible to use Form S-3 to register the Registrable Securities), pursuant to which the Company will be required to file a Registration Statement with the Commission on any form, including a Form S-3 (“Form S-3 Registration Statement”). Holders of Registrable Securities may make only one Demand Registration Request in any twelve-month period during the Demand Period (the “Interim Demand Period”). The Company shall only be required to file one Registration Statement (as distinguished from supplements or pre-effective or post-effective amendments thereto) in response to each Demand Registration Request.

(c) A Demand Registration Request shall (i) set forth the number of Registrable Securities intended to be sold pursuant to the Demand Registration Request and the aggregate market value thereof as of the close of business on the last trading day immediately preceding the Demand Registration Request, (ii) identify the Initiating Holders making the Demand Registration Request and the nature and amount of their holdings, (iii) specify the method of distribution, disclosing whether all or any portion of a distribution pursuant to such registration will be sought by means of an underwriting, and (iv) identify any underwriter or underwriters proposed to the Company for the underwritten portion, if any, of such registration.

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(d) Upon the receipt by the Company of a Demand Registration Request in accordance with Section 3.2(c) hereof, the Company shall promptly give written notice of such request to all registered Holders of Registrable Securities. The Company shall include in such notice information concerning whether all, part or none of the distribution is expected to be made by means of an underwriting, and, if more than one means of distribution is contemplated, may require Holders of Registrable Securities to notify the Company of the means of distribution of their Registrable Securities to be included in the registration. If any Holder of Registrable Securities who is not an Initiating Holder desires to sell any Registrable Securities owned by such Holder, such Holder may elect to have all or any portion of its Registrable Securities included in the Registration Statement by notifying the Company in writing (a “Supplemental Demand Registration Request”) within ten (10) days of receiving notice of the Demand Registration Request from the Company. The right of any Holder to include all or any portion of its Registrable Securities in a Demand Registration Statement shall be conditioned upon the Company’s having received a timely written request for such inclusion by way of a Demand Registration Request or Supplemental Demand Registration Request (which right shall be further conditioned to the extent provided in this Agreement). All Holders proposing to distribute their Registrable Securities through an underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. No Holder of Registrable Securities shall have any right to take any action to restrain, enjoin or otherwise delay any registration as a result of any controversy that might arise with respect to the interpretation or implementation of the registration rights afforded in this Agreement.

(e) If during any Interim Demand Period, the Company receives a Demand Registration Request from an Initiating Holder satisfying the requirements of Sections 3.1 and 3.2(b) and (c) of this Agreement, the Company, subject to the limitations of Section 3.2(f) and Section 5 hereof, shall as soon as practicable after receipt of the Demand Registration Request (and any timely received Supplemental Demand Registration Requests) prepare and file a Registration Statement with the Commission on the appropriate form to register for sale all of the Registrable Securities that Holders of the Registrable Securities requested to be registered pursuant to the Demand Registration Request or in any Supplemental Demand Registration Request timely received by the Company in accordance with Section 3(d) of this Agreement (a “Demand Registration Statement”). Subject to Sections 5.2 and 5.3(i), the Company shall use reasonable best efforts (i) to cause such Registration Statement to become effective as soon as practicable and (ii) thereafter to keep it continuously effective and to prevent the happening of an event of the kind described in Section 5.1(c)(vi) hereof that requires the Company to give notice pursuant to Section 5.2 hereof, until the earlier of such time as all of the Registrable Securities included in the Registration Statement have been sold (or otherwise disposed of by the Holder thereof) or one hundred eighty (180) days (thirty (30) days in the event the Holders intend to distribute their Registrable Securities through an underwriting) from the date of effectiveness of such Registration Statement.

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(f) If at any time the Company is eligible to use Form S-3 (or any successor form) to register the Registrable Securities, the Company shall use its reasonable best efforts to use a Form S-3 Registration Statement for any Demand Registration prepared and filed in connection with a Demand Registration Request made hereunder. It is anticipated that the Registration Statement filed with the Commission may allow for different means of distribution, including sales by means of an underwriting as well as sales into the open market. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by the Initiating Holders. If the Initiating Holders desire to distribute all or part of the Registrable Securities covered by its request by means of an underwriting, they shall so advise the Company in writing in their initial Demand Registration Request as described in Section 3.2(c) hereof. Selection of the lead managing underwriter in any underwriting made in connection with a Demand Registration Request shall be made by the Company’s Board of Directors (the “Board”), subject to approval by the Initiating Holders, which approval shall not be unreasonably withheld.

(g) In any registered offering pursuant to this Section 3 that becomes effective under the Securities Act in which a Holder of Registrable Securities participates, the Company shall use its reasonable best efforts to keep available to such Holder a Prospectus meeting the requirements of Section 10(a)(3) of the Securities Act and shall file all amendments and supplements under the Securities Act required for those purposes during the period specified in Section 3.2(e). The Company agrees to supplement or amend such Registration Statement, if required by the rules and regulations or instructions applicable to the registration form utilized by the Company, or, if applicable, the rules and regulations thereunder for shelf registrations pursuant to Rule 415 promulgated under the Securities Act, or as reasonably requested by the Holders of a majority of the shares of Registrable Securities covered by the Registration Statement, or the lead managing underwriter of the offering of Registrable Securities covered by the Registration Statement.

(h) Notwithstanding any other provision of this Section 3, if the managing underwriter advises the Company in writing that in its opinion market factors require a limitation on the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among the holders in proportion (as nearly as practicable) to the respective amount of Registrable Securities each Holder otherwise sought to have registered pursuant to its Demand Registration Request or Supplemental Demand Registration Request (or in such other proportion as they shall mutually agree). Registrable Securities excluded or withdrawn from the underwriting pursuant to this Section 3.2(h) shall be withdrawn from the registration.

3.3 Priority on Demand Registration.

(a) The Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the shares of Registrable Securities included in such registration, which consent will not be unreasonably withheld. If the Holders of a majority of the shares of Registrable Securities included in such registration so request or otherwise agree, the Company may, in its sole discretion, include in any Demand Registration securities owned by the Holders of Registrable Securities which are not Registrable Securities. If the Company permits the inclusion of such securities, Holders owning such securities, in addition to the costs set forth in Section 6.2, shall pay all incremental costs associated with the inclusion of such securities in the Registration Statement, including but not limited to, all increments in registration, filing fees, and NASD fees.

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(b) If a Demand Registration involves an underwritten offering and the managing underwriter or underwriters shall advise the Company in writing that, in their opinion, the total number of Registrable Securities and, as permitted hereunder, other securities requested to be included in such offering exceeds the number which can be sold in such offering without an adverse effect on the success of such offering, then the Company will include in such Demand Registration, to the extent of the number which the Company is so advised can be sold in such offering without having such an adverse effect: (i) first, prior to the inclusion of any securities which are not Registrable Securities, the number of Registrable Securities requested to be included (subject to the provisions of Section 3.2(h) hereof if all such Registrable Securities cannot be included in such underwritten offering); and (ii) second, all other securities which are permitted to be included in such Registration Statement pursuant to Section 3.3(a) of this Agreement, allocated on a pro rata basis among the holders thereof based upon the total number of shares of such other securities proposed to be included in the registration. Notwithstanding any of the foregoing, securities which are not Registrable Securities shall only be included in such Demand Registration Statement to the extent that, in the opinion of the underwriters, such securities can be sold without having an adverse effect on the Company. Registrable Securities excluded or withdrawn from the underwriting in accordance with this Section 3.3(b) shall be withdrawn from the registration.

4. Piggyback Registrations.

4.1 Right to Piggyback. If the Company proposes to file a Registration Statement in connection with a public offering of any of its securities (other than in connection with a Demand Registration and other than a Registration Statement on Form S-4 or Form S-8, or any comparable successor form or form substituting therefor, or any form that does not permit secondary sales, or filed in connection with any exchange offer or an offering of securities solely to the Company’s existing stockholders or relating solely to employee benefit plans) (a ”Piggyback Registration Statement”), whether or not for sale for its own account, then each such time the Company shall give written notice of a proposed offering (a “Piggyback Notice”) to the Holders of Registrable Securities of its intention to effect such a registration at least twenty (20) days prior to the anticipated filing date of such Piggyback Registration Statement. The Piggyback Notice shall offer the Holders of Registrable Securities the opportunity to include in such Piggyback Registration Statement such amount of Registrable Securities as they may request (“Piggyback Registration”). The Company will, subject to the limitations set forth in Sections 4.3 and 4.4 of this Agreement, include in such Piggyback Registration Statement (and related qualifications under blue sky laws) and the underwriting, if any, involved therein, all Registrable Securities with respect to which the Company has received a written request for inclusion therein within fifteen (15) days after receipt of the Piggyback Notice (five (5) days if the Company gives telephonic notice to all registered Holders of the Registrable Securities, with written confirmation to follow promptly thereafter). Notwithstanding the above, the Company may determine, at any time, not to proceed with such Piggyback Registration Statement. Such determination, however, will be without prejudice to the rights of Holders of Registrable

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Securities to demand the continuation of such Registration Statement under Section 3 hereof. Notwithstanding the foregoing, the Holders of Registrable Securities shall only be entitled to a total of three (3) Piggyback Registrations during the term of this Agreement; provided, however, that a registration shall not be deemed to be a Piggyback Registration for purposes of this Section 4.1 (i) unless such Registration Statement with respect thereto has become effective, (ii) if after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the holders of Registrable Securities participating in such registration and has not thereafter become effective, or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of the Registrable Securities or Holders thereof participating in such registration.

4.2 Underwriting Agreement. To the extent that the Holders of Registrable Securities request Piggyback Registration of their Registrable Securities, the Holders of Registrable Securities shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter, if any, selected by the Company for such underwriting.

4.3 Priority on Primary Registrations. If a Piggyback Registration involves an underwritten offering and the managing underwriter or underwriters of any such proposed public offering advises the Company in writing that, in such managing underwriter’s or underwriters’ opinion, the total number or kind of securities which such holders and any other Persons entitled to be included in such public offering would adversely affect its ability to effect such an offering, then the Company will include in such registration and underwriting, to the extent of the number or kind of securities which the Company is so advised can be sold in (or during the time of) such offering without having such an adverse effect: (a) first, all securities proposed by the Company to be sold for its own account; and (b) second, the Registrable Securities requested to be included in the registration pro rata among the Holders of the Registrable Securities requesting such registration, on the basis of the total number of shares of such securities that each such Holder of the Registrable Securities otherwise proposed to include in the Piggyback Registration; provided, however, that aggregate value of Registrable Securities to be included in such Piggyback Registration may not be reduced by application of this Section 4.3 to less than thirty percent (30%) of the total value of all securities included in such Piggyback Registration.

4.4 Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than Holders of Registrable Securities (the “Other Holders”), and the managing underwriter or underwriters advises the Company in writing that in their opinion the number and kind of securities requested to be included in such registration exceeds the number that can be sold in such offering, then the Company will include in such registration: (a) first, the securities requested to be included therein by the Other Holders requesting such registration, up to that number which, in the opinion of the managing underwriter or underwriters, can be sold in the offering; and (b) second, the Registrable Securities requested to be included in such registration hereunder up to that number which, in the opinion of the managing underwriter or underwriters, can be sold in such offering, and if all such Registrable Securities cannot be so included, then pro rata among the Holders of Registrable Securities requesting such registration on the basis of the number of shares of Registrable Securities each Holder otherwise sought to have included in the Piggyback Registration.

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4.5 No Demand Registration. Except as set forth in the penultimate sentence of Section 4.1 above, no registration of the Registrable Securities under this Section 4 of the Agreement shall be deemed to be a Demand Registration.

5. Registration Procedures.

5.1 Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered for sale pursuant to this Agreement, whether pursuant to Section 3 or Section 4 hereof, the Company will use its reasonable best efforts to effect the registratio’n and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company will promptly:

(a) Registration Statement. (i) Prepare and file with the Commission, as soon as practicable, a Registration Statement or Registration Statements relating to the applicable registration on any appropriate form (subject to the requirements of Section 3.2(f) hereof) under the Securities Act, which form shall be available for the sale of the Registrable Securities in accordance with the intended method or methods of distribution thereof, and shall include all financial statements required by the Commission to be filed therewith; (ii) cooperate and assist in any filings required to be made with the NASD; and (iii) use its reasonable best efforts to cause such Registration Statement to become effective; provided, however, that before filing a Registration Statement or Prospectus or any amendments or supplements thereto, the Company will furnish to the Holders whose Registrable Securities are covered by such Registration Statement and the underwriters, if any, copies of all such documents proposed to be filed, which documents will be subject to the reasonable review of such Holders and underwriters, and the Company will not file any Registration Statement, or any amendment or supplement thereto (except a Piggyback Registration or any amendment or supplement thereto) to which the Holders of a majority of the Registrable Securities covered by such Registration Statement, or the underwriters, if any, shall reasonably object; provided, further, however, that the Company may discontinue any registration of securities to be offered by the Company at any time prior to the effective date of the Registration Statement relating thereto.

(b) Amendments and Supplements. (i) Prepare and file with the Commission such amendments, post-effective amendments, and supplements to the Registration Statement as may be necessary to keep such Registration Statement continuously effective for the applicable period, or such shorter period which will terminate when all the Registrable Securities covered by such Registration Statement have been sold; (ii) cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and (iii) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus.

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(c) Notifications. Notify the Holders of Registrable Securities covered thereby and the managing underwriter or underwriters, if any, promptly, but in any event within 3 business days, and (if requested by any such Person) confirm such advice in writing: (i) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iv) if at any time the representations and warranties of the Company contemplated by Section 5.1(n) below cease to be true and correct in all material respects; (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (vi) of the happening of any event which makes any material statement made in the Registration Statement, the Prospectus, or any document incorporated therein by reference untrue in any material respect or which requires the making of any changes in the Registration Statement, the Prospectus, or any document incorporated therein by reference in order to make the material statements therein not misleading in any material respect in light of the circumstances under which they were made.

(d) Stop-Orders and Suspensions. In the event of the issuance of a stop-order or a suspension in the sale of the Registrable Securities, make reasonable efforts to obtain promptly the withdrawal of any order suspending the effectiveness of the Registration Statement or otherwise prohibiting the offer or sale of the Registrable Securities, including those issued by state governmental authorities.

(e) Distribution Disclosures. If requested by the managing underwriter or underwriters or a Holder of Registrable Securities if the Registrable Securities are being sold in connection with an underwritten offering, promptly incorporate in a Prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters and Holders of majority of the Registrable Securities being sold reasonably agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, including, without limitation, information with respect to the amount of Registrable Securities being sold to such underwriters, the purchase price being paid therefor by such underwriters, and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment promptly upon being notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment. The Company may require each of such Holders to furnish to the Company such information regarding the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing.

(f) Copies of Registration Statement. Furnish to each Holder of Registrable Securities which are covered by a Registration Statement pursuant to this Agreement and each managing underwriter, without charge, at least one signed or conformed copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference).

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(g) Copies of the Prospectus. Deliver to each Holder of Registrable Securities which are covered by a Registration Statement pursuant to this Agreement and the underwriters, if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons may reasonably request; and the Company hereby consents to the use of the Prospectus or any amendment or supplement thereto by the Holders of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto.

(h) Blue Sky Laws. Prior to any public offering of the Registrable Securities, use its commercially reasonable efforts to register or qualify or cooperate with Holders of Registrable Securities, the underwriters, if any, and their respective counsel in connection with the registration or qualification of, such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions (where an exemption is not available) as such Holder or underwriter reasonably requests in writing and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not then so subject or subject the Company to any income or sale tax in any such jurisdiction where it is not then so subject.

(i) Removal of Legends. Cooperate with the Holders of Registrable Securities and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such to be in such denominations and registered in such names as the managing underwriter or underwriters may request at least two business days prior to any sale of Registrable Securities to the underwriters.

(j) Other Governmental Filings. Use commercially reasonable efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Holders thereof or the underwriters, if any, to consummate the disposition of such Registrable Securities.

(k) Prospectus Amendments and Supplements. Upon the occurrence of any event contemplated by Section 5.1(c)(vi) above, prepare and promptly file a supplement or post-effective amendment to the Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in any material respect under the circumstances in which they were made.

(l) Securities Exchange Listings. Use reasonable best efforts to cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange or inter-dealer quotation system on which similar securities issued by the Company are then listed, if any.

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(m) Delivery of Certificates. Not later than the effective date of the applicable Registration Statement, use its reasonable best efforts to provide a CUSIP number for the Registrable Securities and provide the transfer agent with printed certificates for the Registrable Securities, which are in a form eligible for deposit with Depository Trust Company.

(n) Agreements and Further Actions. Enter into such customary agreements (including an underwriting agreement) and take all such other reasonable actions in connection therewith in order to facilitate the disposition of such Registrable Securities and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration, (i) make such representations and warranties to the Holders of Registrable Securities and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings and covering matters including, without limitation, those set forth in an underwriting agreement; (ii) obtain opinions of counsel to the Company and updates thereof (which opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriter or underwriters, if any, and not reasonably objected to by the Holders of a majority of the Registrable Securities being sold), addressed to each Holder selling Registrable Securities and the underwriters, if any, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by a majority of the Holders selling such Registrable Securities and the underwriters, if any; (iii) obtain “cold comfort” letters and updates thereof from the Company’s independent certified public accountants addressed to the Holders of Registrable Securities and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters by accountants in connection with primary underwritten offerings; (iv) if an underwriting agreement is entered into, the same shall set forth in full the indemnification provisions and procedures of Section 7 hereof with respect to all parties to be indemnified pursuant to such section; and (v) the Company shall deliver such documents and certificates as may be reasonably requested by the Holders of a majority of the Registrable Securities being sold and the managing underwriter or underwriters, if any, to evidence compliance with Section 5.1(k) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done at each closing under such underwriting or similar agreement or as and to the extent required thereunder.

(o) Due Diligence Examination. Make reasonably available for inspection by the Holders of a majority of the Registrable Securities being sold and any managing underwriter or underwriters participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such underwriters, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such Registration Statement.

(p) Earning Statements. Use its reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security

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holders, earnings statements satisfying the provision of Section 11(a) of the Securities Act no later than 45 days after the end of each 12-month period (or 90 days after the end of each 12-month period, if such period is a fiscal year end) (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm or best efforts underwritten offering, or (ii) if not sold to underwriters in such an offering, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement, which statements shall cover each of such 12-month periods.

(q) Incorporated Documents. Promptly prior to the filing of any document which is to be incorporated by reference into the Registration Statement or the Prospectus (after initial filing of the Registration Statement), provide copies of such document to counsel to the Holders of Registrable Securities included in the Registration Statement and to the managing underwriters, if any; and make the Company’s representatives available for discussion of such document, and make such changes in such document (other than exhibits thereto) prior to the filing thereof as counsel for such Holders or underwriters may reasonably request.

5.2 Discontinuation of Distribution by Holders. Each Holder of Registrable Securities agrees, by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind that would require a Prospectus amendment or supplement pursuant to Section 5.1(k) hereof, such Holders will forthwith discontinue disposition of Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5.1(k) hereof, or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus, and, if so directed by the Company, such Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the time periods regarding the maintenance of the effectiveness of any Registration Statement in Section 3.2(e) hereof and the term of this Agreement in Section 9.3 shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 5.1(c)(vi) hereof to and including the date when such Holder shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.1(k) hereof or the Advice.

5.3 Holdback Agreements and Other Limitations to Registration.

(i) Restrictions on Holders. Notwithstanding anything to the contrary contained herein, the Company shall be entitled to postpone for a reasonable period of time the filing of any Registration Statement under Sections 3 or 4 hereof if (A) any other Registration Statement for an offering of the Company’s securities has been filed with the Commission prior to, or is anticipated to be filed within thirty (30) days from, the receipt of a Demand Registration Request, or (B) with respect to an offering of the Registrable Securities, an audit (other than the regular audit conducted by the Company at the end of its fiscal year) would be required by the managing underwriter, if any, unless the Holders of Registrable Securities seeking inclusion in such offering agree to pay the cost of such audit, or (C) the Board or a committee thereof determines, in its reasonable judgment, that such registration would have a

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material adverse effect upon the Company or interfere with any financing, merger, acquisition, sale, corporate reorganization, or other material transaction involving the Company or any of its affiliates; provided, however, that the Company shall promptly give the Initiating Holders written notice of such determination containing a general statement of the reasons for such postponement and an approximation of such delay.

(ii) With respect to an underwritten public offering of shares of Common Stock pursuant to an effective Registration Statement, each Holder of Registrable Securities agrees, if requested by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of securities of the Company of the same class as the securities included in such Registration Statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registration), during the ten (10) day period prior to, and during the ninety (90) day period beginning, on the closing date of each underwritten offering made pursuant to such Registration Statement, to the extent timely notified thereof in writing by the Company or the managing underwriter or underwriters. The provisions of this Section 5.3(a)(ii) shall not apply to any Holder of Registrable Securities prevented by applicable statute or regulation from entering into such agreement; provided, however, that any such Holder shall undertake, in its request to participate in any such underwritten offering, not to effect a public sale or distribution of any applicable class of securities commencing on the date of sale of such applicable class of the securities unless it has provided not less than forty-five (45) days’ prior written notice of such sale or distribution to the underwriter or underwriters.

6. Registration Expenses.

6.1 Expenses Borne by Company. Except as otherwise specifically provided in Sections 3.3 and 6.2 hereof, the Company will be responsible for payment of all reasonable expenses incident to the Company’s performance of or compliance with this Agreement and any registration hereunder, including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters in connection with the blue sky qualifications of the Registrable Securities as the managing underwriter or the holders of a majority of the Registrable Securities being sold may designate), fees and expenses associated with filings required to be made with the NASD, printing expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with Depository Trust Company and of prospectuses), messenger and delivery expenses, and fees and disbursements of counsel for the Company and for all independent certified public accountants (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance), underwriters (excluding discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Registrable Securities), Securities Act liability insurance if the Company so desires and other Persons retained by the Company in connection with such registration (all such expenses borne by the Company being herein called the “Registration Expenses”).

6.2 Expenses Borne by Holders. Each Holder of Registrable Securities included in such registration will be responsible for payment of brokerage discounts, commissions and other sales expenses incident to the registration of any Registrable Shares registered hereunder.

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In addition, Holders of the Registrable Securities will be responsible for the payment of their own legal fees if they retain legal counsel separate from that of the Company. The Holders of the Registrable Securities included in such registration shall be responsible for payment of their out-of-pocket expenses and the out-of-pocket expenses of any agents who manage their account. Holders of Registrable Securities included in such registration also shall be responsible for payment of any underwriting fees associated with the sale of Registrable Securities, whether pursuant to a Demand Registration or a Piggyback Registration. Any such expenses which are common to the Holders of the Registrable Securities included in the registration shall be divided among such Holders pro rata on the basis of the number of shares of Registrable Securities being registered on behalf of such Holder, or as such Holders may otherwise agree.

7. Indemnification.

7.1 Indemnification by Company. In the event of any registration of any Registrable Securities under the Securities Act, the Company hereby agrees to indemnify, to the fullest extent permitted by law, and hold harmless each seller of the Registrable Securities hereby, its officers, directors, employees, partners, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the rules and regulations promulgated thereunder) such holder, and each other Person who participates as an underwriter in the offering or sale of such Registrable Securities, against all losses, claims, damages, liabilities and expenses (including reasonable attorney’s fees) in connection with defending against any such losses, claims, damages and liabilities or in connection with any investigation or inquiry, in each case caused by or based on any untrue or alleged untrue statement of material fact contained in any Registration Statement in which such Registrable Securities are registered under the Securities Act, Prospectus or preliminary prospectus contained therein, or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse each such indemnified person for any reasonable legal or any other expenses reasonably incurred by them or any of them in connection with investigating or defending any such claim (or action or proceeding in respect thereof); provided, that the Company shall not be liable in any such case to the extent that (i) same arises out of or is based on an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, any such Prospectus or preliminary prospectus, or in any amendment or supplement thereto in reliance on and in conformity with written information furnished to the Company by such Holder of Registrable Securities specifically stating that it is for use in the preparation thereof, (ii) such Holder or any underwriter or selling agents failed to deliver a copy of the Prospectus or any amendments or supplements thereto to the Person asserting such loss, claim, damage, liability, or expense if the Company had furnished such Holder with a reasonably sufficient number of copies of the same, or (iii) such Holder has violated the provisions of Section 5.2 hereof. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act) such underwriters at least to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of a holder or any such underwriter and shall survive the transfer of the Registrable Securities by a holder.

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7.2 Indemnification by Sellers. In connection with any Registration Statement in which a Holder of Registrable Securities is participating, each such Holder will furnish to the Company in writing information concerning such Holder that is required by the provisions of applicable law and regulation to be included in a Registration Statement as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, each such Holder, jointly and severally, will indemnify the Company, its directors and officers, and each Person who controls (within the meaning of the Securities Act) the Company against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished in writing by such Holder expressly for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of such Holder, which consent shall not be unreasonably withheld or delayed; and provided, further, that, in no event shall any indemnity under this Section 7.2 exceed the net proceeds from the offering actually received by such Holder.

7.3 Assumption of Defense by Indemnifying Party. Any Person entitled to indemnification hereunder will (a) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (b) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person or (iii) in the reasonable judgment of any such Person, based upon written advice of its counsel, a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claims on behalf of such Person). If such defense is not assumed, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). An indemnifying party which is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which case the indemnifying party shall pay the reasonable fees and expenses of such additional counsel or counsels. The failure of any indemnified party to provide the notice required by Section 7.3(a) above shall not relieve the indemnifying party under this Section 7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice.

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7.4 Contribution. If for any reason the indemnification provided for in Sections 7.1 and 7.2 is unavailable to an indemnified party or insufficient to hold it harmless as contemplated by Sections 7.1 and 7.2, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the indemnified party and the indemnifying party, but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

7.5 Binding Effect. The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of securities.

8. Participation in Underwritten Registrations.

8.1 Underwriting Arrangements. No Person may participate in any Registration Statement hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under such underwriting arrangements.

8.2 Agreement To Provide Information. Each Holder of Registrable Securities seeking registration of its Registrable Securities pursuant to the terms of this Agreement, whether pursuant to Section 3 or Section 4 hereof, will furnish promptly to the Company and any managing underwriter such information regarding such Holder and the proposed distribution of the Registrable Shares by such Holder as they may request and as may be required in connection with any registration, qualification, or compliance referred to in this Agreement. In the event that a Holder of Registrable Securities fails or refuses to provide such information for any reason within a reasonable time after a request therefor by the Company or the managing underwriter, if any, the Company will be relieved of obligations to include such Registrable Securities in such registration.

9. General Provisions.

9.1 No Inconsistent Agreements. The Company will not on or after the date hereof, without the consent of the Holders of not less than fifty-one percent (51%) of the Registrable Securities, grant to any Person rights as to registration of securities that are superior to or on parity with the rights granted hereunder.

9.2 Remedies. All remedies under this Agreement, or by law or otherwise afforded to any party hereto, shall be cumulative and not alternative. Any Person having rights under any provision of this Agreement will be entitled to enforce such rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to

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exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement.

9.3 Term. Except as specifically otherwise provided herein, the provisions of this Agreement shall terminate upon the earliest to occur of the following: (i) no Registrable Securities remain outstanding; (ii) all of the Registrable Securities may be transferred, sold, or otherwise disposed of in accordance with the provisions of Rule 144(e) or 144(k) promulgated under the Securities Act within a ninety (90) day period; or (iii) on the fourth anniversary of the date of this Agreement.

9.4 Amendments and Waivers. Except as otherwise specifically provided herein, this Agreement may be amended or waived only upon the prior written consent of the Company and the Holders of a majority of the then outstanding Registrable Securities.

9.5 Assignment. This Agreement shall be binding upon and inure to the benefit and be enforceable by the parties hereto, and their respective successors and permitted assigns, whether so expressed or not. In addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of holders of Registrable Securities also are for the benefit of, and enforceable by, any subsequent holder of such Registrable Securities so long as, and to the extent that, such securities continue to be Registrable Securities and have not been sold, assigned or otherwise transferred in violation of the Securities Purchase Agreement, the Certificate of Designations or applicable laws or regulations.

9.6 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

9.7 Counterparts. This Agreement may be executed in multiple counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement.

9.8 Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

9.9 Governing Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

9.10 Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto with respect of the subject matter contained herein. This agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

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9.11 Notices. Unless otherwise expressly provided herein, all notices, demands, or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid), mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, or by telecopy and shall be deemed to have been received at the time of personal delivery, on the next business day if delivered by overnight courier, five business days after deposit in the mail, or at the time of transmission, if sent by telecopy during the recipient’s business hours (or otherwise on the next business day). Such notices, demands and other communications will be sent to each holder at the address indicated on the records of the Company and to the Company at the address indicated below:

If to the Company:	TechTeam Global, Inc. 27335 West 11 Mile Road Southfield, MI 48034 Attention: William F. Coyro                     President and Chief Executive Officer Fax: (248) 357-0510
With copies to:	TechTeam Global, Inc. 27335 West 11 Mile Road Southfield, MI 48034 Attention: Michael A. Sosin, Esq.                   General Counsel and Secretary Fax: (248) 357-0510
	And Foley & Lardner 330 North Wabash Avenue Suite 3300 Chicago, IL 60611 Attention: Todd B. Pfister, Esq. Fax: (312) 755-1925
To Investor	ChrysCapital II, LLC Third Floor, Les Cascades Edith Cavell Street Port Louis, Mauritius Attention: Fareed Soreefan Fax: 011-230-211-1000

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With a copies to: ChrysCapital Investment Advisors 285 Hamilton Avenue, Suite 240 Palo Alto, CA 94301 Attention: Brahmal Vasudevan Fax: (650) 752-0890

or to such other address as such party may designate by written notice to the other party in accordance with the provisions of this Section.

9.12 Delays or Omissions. No failure to exercise or delay in the exercise of any right, power or remedy accruing to a party on any breach or default of another party under this Agreement shall impair any such right, power or remedy nor shall it be construed to be a waiver of any such breach.

[Remainder of Page Intentionally Left Blank – Signatures on Next Page]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written.

TECHTEAM GLOBAL, INC.

By /s/ William F. Coyro, Jr.                                        

Name William F. Coyro, Jr.                                        

Title President and Chief Executive Officer                

CHRYSCAPITAL II, LLC

By /s/ Rubina Toorawa                                                 

Name Rubina Toorawa                                                 

Title Director                                                                 

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