Registration Rights Agreement (2003)Full Document 

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                          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 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.


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             (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


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registrations hereunder. The Company represents and warrants to ChrysCapital
that, as of the date hereof, there are no Other Shareholders.

             (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


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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.

             (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


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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.

         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


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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

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