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Item 9A. Controls and Procedures

2024-03-07 compared with 2023-03-14 · 72 added, 146 removed, 141 unchanged (61% of the section changed)

18 unchanged sentences

OTHER INFORMATION

Amendment No.

1 to A&R Term Loan Credit Agreement

On March 6, 2024, the Company, along with the guarantors party thereto, the lenders party thereto and Cantor Fitzgerald Securities, as agent, entered into Amendment No.

1, Limited Waiver and Consent to Amended and Restated Term Loan Credit Agreement (“Term Loan Amendment No.

1”) to the A&R Term Loan Credit Agreement.

Term Loan Amendment No.

1 amended the A&R Term Loan Credit Agreement to, among other things (i) modify the definition of “EBITDA” to permit certain additional addbacks, (ii) increase the amount of purchase money indebtedness and capital lease obligations permitted thereunder, (iii) permit a sale and leaseback transaction closed concurrently with Term Loan Amendment No.

1 (the “Sale Leaseback Transaction”) and (iv) waive any mandatory prepayment requirement in connection with such sale leaseback transaction.

The foregoing summary of Term Loan Amendment No.

1 does not purport to be complete and is subject to, and qualified in its entirety by, the full and complete text of Term Loan Amendment No.

1, a copy of which is attached hereto as Exhibit 10.20 and is incorporated by reference herein.

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Amendment No.

4 to 2022 ABL Credit Agreement

On March 6, 2024, the Company, along with the guarantors party thereto, the lenders party thereto and Eclipse Business Capital LLC, as agent, entered into Amendment No.

4, Limited Waiver and Consent to Credit Agreement (“ABL Amendment No.

4”) to the ABL Credit Agreement.

ABL Amendment No.

4 amended the ABL Credit Agreement to, among other things (i) modify the definition of “EBITDA” to permit certain additional addbacks, (ii) increase the amount of purchase money indebtedness and capital lease obligations permitted thereunder, (iii) permit the Sale Leaseback Transaction closed concurrently with ABL Amendment No.

4 and (iv) waive any mandatory prepayment requirement in connection with such sale leaseback transaction.

The foregoing summary of ABL Amendment No.

4 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of ABL Amendment No.

4, a copy of which is attached hereto as Exhibit 10.21 and is incorporated by reference herein.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable

Table of Content

The information for the following items of Part III has been omitted from this Annual Report on Form 10-K since we will file, not later than 120 days following the close of our fiscal year ended December 31, 2023, our Definitive Proxy Statement.

The information required by Part III will be included in that proxy statement and such information is hereby incorporated by reference, with the exception of the information under the headings “Compensation Committee Report” and “Audit Committee Report.”

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of the code of business conduct and ethics is available on the Corporate Governance section of our website, which is located at www.teaminc.com.

If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K filed with the SEC.

The inclusion of our website address in this Annual Report on Form 10-K does not include or incorporate by reference the information on our website into this Annual Report.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

11 unchanged sentences

001-08604) filed on December 2, 2011, incorporated by reference herein).

3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Team, Inc., dated October 24, 2013 (filed as Exhibit 3.1 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on October 25, 2013, incorporated by reference herein).

3.2.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Team, Inc., dated November 28, 2022.

3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Team, Inc., dated October 24, 2013 .

3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Team, Inc., dated November 28, 2022 (filed as Exhibit 3.3 to Team, Inc.’s Quarterly Report on Form 10-Q /A (File No.

001-08604) filed on November 8, 2023, incorporated herein by reference).

3.4 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Team, Inc.

3 unchanged sentences

(filed as Exhibit 3.3 to Team, Inc.’s Annual Report on Form 10-K for year ended December 31, 2017 (File No.

001-08604) , incorporated by reference herein).

001-08604) , incorporated herein by reference).

3.6 Certificate of Designations of Series A Preferred Stock of Team, Inc., as filed with the Secretary of State of the State of Delaware on February 2, 2022 (filed as Exhibit 3.1 to Team, Inc.’s Current Report on Form 8-K (File No.

3 unchanged sentences

2-68928), incorporated by reference herein).

4.3 Indenture, dated July 31, 2017, by and between Team, Inc.

and Branch Banking and Trust Company, as trustee, relating to Team, Inc.’s 5.00% Convertible Senior Notes Due 2023 (filed as Exhibit 4.1 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on July 31, 2017, incorporated by reference herein).

4.4 Form of Common Stock Purchase Warrant No.

1 dated December 18, 2020, between Team, Inc.

and APSC Holdco II, L.P.

(filed as Exhibit 4.1 to Team, Inc.’s Current Report on F o r m 8-K (File No.

001-08604) filed on December 21, 2020, incorporated by reference herein).

4.3 Form of Second Amended & Restated Warrant No.

11 unchanged sentences

001-08604) filed on December 10, 2021, incorporated herein by reference).

4.5 Registration Rights and Lock-Up Agreement, dated December 18, 2020, by and between Team, Inc.

and APSC Holdco II, L.P.

(filed as Exhibit 4.2 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on December 21, 2020, incorporated by reference herein ) .

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4.7 Section 382 Rights Agreement, dated as of February 2, 2022, between Team, Inc.

4 unchanged sentences

001-08604) on February 15, 2022, incorporated by reference herein).

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4.9 Team, Inc.

6 unchanged sentences

001-08604) filed on February 15, 2022, incorporated by reference herein) .

4.10 Supplemental Indenture, dated as of January 13, 2022, by and between Team, Inc.

and Truist Bank, as trustee (filed as Exhibit 4.1 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on January 18, 2022, incorporated by reference herein).

4.11 Form of Amended & Restated Common Stock Purchase Warrant No.

1 dated November 10, 2021 between the Company and APSC Holdco II, L.P.

10.1 Amended and Restated Term Loan Credit Agreement, dated June 16, 2023, by and among Team, Inc., as Borrower, the lenders party thereto, the guarantors party thereto and Cantor Fitzgerald Securities, as Agent (filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on June 20, 2023, incorporated by reference herein) .

10.2 Board Rights Agreement, dated as of June 16, 2023, by and among Team, Inc., Corre Partners Management, LLC, Corre Opportunities Qualified Master Fund, LP, Corre Horizon Fund, LP and Corre Horizon Fund II, LP.

(filed as Exhibit 10.3 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed November 12, 2021 , incorporated by reference herein ).

4.12 Settlement Agreement, dated February 8, 2018, by and among Team, Inc.

and Engine Capital, L.P.

(together with the entities listed on the signature page thereto),(filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on February 9, 2018, incorporated by reference herein).

10.1† Team, Inc.

2006 Stock Incentive Plan (as Amended and Restated August 1, 2009) (filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on September 30, 2009, incorporated by reference herein).

10.2† Form of Team, Inc.

Stock Unit Award Agreement (filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on October 17, 2013, incorporated by reference herein).

10.3† Furmanite Corporation 1994 Stock Incentive Plan, Amendment and Restatement effective May 9, 2013 (filed as Exhibit 4.4 to Team, Inc.’s Registration Statement on Form S-8, File No.

333-209871, filed on March 1, 2016, incorporated by reference herein).

10.4† Team, Inc.

2016 Equity Incentive Plan file d as Appendix A of Team, Inc.’s Definitive Proxy on Schedule 14A (File No.

001-08604) , as filed with the SEC on April 12, 2016 , incorporate d by reference herein ).

10.5† Team, Inc.

2018 Equity Incentive Plan (filed as Exhibit 4.5 to Team, Inc.’s Current Report on Form S-8, ( File No.

001-08604) filed on June 20, 2023, incorporated by reference herein) .

10.5.1† Amendment to Team, Inc.

2018 Equity Incentive Plan (filed as Appendix A of Team, Inc.’s Definitive Proxy Statement on Schedule 14A (File No.

001-08604) filed on April 11, 2019 , in corporated by reference herein) .

10.6† Form of Stock Unit Agreement (filed as Exhibit 10.2 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on October 17, 2008, incorporated by reference herein).

10.7† Form of Performance-Based Stock Unit Agreement (filed as Exhibit 10.3 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on October 17, 2008, incorporated by reference herein).

10.8† Form of Performance Share Award Agreement (filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed November 4, 2014, incorporated by reference herein).

10.9† Form of Performance Award Agreement (filed as Exhibit 10.14 to Team, Inc.’s Annual Report on Form 10-K (File No.

001-08604) filed on March 16, 2017, incorporated by reference herein).

10.10† Form of Restricted Stock Unit Award Agreement for the Stock Units awarded under the Team, Inc.

2018 Equity Incentive Plan (filed as Exhibit 10.11 to Team, Inc.’s Annual Report on Form 10-K (File No.

001-08604) filed on March 19, 2019, incorporated by reference herein).

10.11† Form of Performance Unit Award Agreement for the Performance Units Awarded under the Team, Inc.

2018 Equity Incentive Plan (filed as Exhibit 10.12 to Team, Inc.’s Annual Report on Form 10-K (File No.

001-08604) filed on March 19, 2019, incorporated by reference herein).

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10.12† Offer Letter, dated January 15, 2018, by and between Team, Inc.

and Amerino Gatti (filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on January 16, 2018, incorporated by reference herein).

10.13† Form of Performance Unit Award Agreement by and between Team, Inc.

and Amerino Gatti (filed as Exhibit 10.2 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on January 16, 2018, incorporated by reference herein).

10.14† Form of Indemnification Agreement (filed as Exhibit 10.2 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on February 9, 2018, incorporated by reference herein).

10.15† Project Bonus Letter for Robert Young (June 10 2022), (filed as exhibit 10.5 to Team, Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022 (File No.

001-08604) filed on August 15, 2022, incorporated by reference herein).

10.16† Executive Retention Agreement for Bouchard André (May 20, 2022) (filed as Exhibit 10.6 to Team, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022 (File No.

001-08604) filed on August 15, 2022, incorporated by reference herein).

10.17† Team, Inc.

Corporate Executive Officer Compensation and Benefits Continuation Policy (filed as Exhibit 4.

2 to Team, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 (File No.

001-08604) filed on May 11, 2022, incorporated by reference herein).

10.18 Team Loan Credit Agreement, dated as of December 18, 2020, among Team, Inc., as Borrower, the lenders from time to time party thereto, and Atlantic Park Strategic Capital Fund, L.P., as agent (filed as Exhibit 4.2 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on December 21, 2020, incorporated by reference herein ) .

10.19.1 Amendment No.

1 to Term Loan Credit Agreement, dated October 19, 2021, among Team, Inc., as Borrower, the financial institutions party thereto and Atlantic Park Strategic Capital Fund, L.P., as agent (filed as Exhibit 10.2 to Team, Inc.’s Current Report on Form S-3 (File No.

333-263708 ) filed on March 2 3 , 2022 incorporated by reference herein ).

10.19.2 Amendment No.

2 to Term Loan Credit Agreement, dated October 29, 2021, among Team, Inc., as Borrower, the financial institutions party thereto and Atlantic Park Strategic Capital Fund, L.P., as agent (filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on November 5, 2021, incorporated by reference herein ).

10.19.3 Amendment No.

3 to Term Loan Credit Agreement, dated November 8, 2021, among Team, Inc., as Borrower, the financial institutions party thereto and Atlantic Park Strategic Capital Fund, L.P., as agent (filed as Exhibit 10.2 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on November 12, 2021, incorporated by reference herein ) .

10.19.4 Amendment No.

4 to Term Loan Credit Agreement, dated December 2, 2021, among Team, Inc., as Borrower, the financial institutions party thereto and Atlantic Park Strategic Capital Fund, L.P., as Agent (filed as Exhibit 10.2 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on December 6, 2021, incorporated by reference herein) .

10.19.5 Amendment No.

5 to Term Loan Credit Agreement, dated December 7, 2021, among Team, Inc., as Borrower, the financial institutions party thereto and Atlantic Park Strategic Capital Fund, L.P., as agent (filed as Exhibit 10.3 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on December 10, 2021, incorporated by reference herein ).

10.19.6 Amendment No.

6 to Term Loan Credit Agreement, dated February 11, 2022, among Team, Inc., as Borrower, the financial institutions party thereto and Atlantic Park Strategic Capital Fund, L.P., as Agent (filed as Exhibit 10.3 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on February 15, 2022, incorporated by reference herein) .

10.19.7 Amendment No.

7 to Term Loan Credit Agreement, dated May 6, 2022, among Team, Inc., as Borrower, the financial institutions party thereto, the guarantors party thereto and Atlantic Park Strategic Capital Fund, L.P., as agent (filed as Exhibit 10.2 to Team, Inc.’s Current Report on Form 10-Q (File No.

001-08604) filed on August 15, 2022, incorporated by reference herein ).

10.19.8 Amendment No.

8 to Term Loan Credit Agreement, dated November 1, 2022, among Team, Inc., as Borrower, the financial institutions party thereto, the guarantors party thereto and Atlantic Park Strategic Capital Fund, L.P., as agent (filed as Exhibit 10.2 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on November 07, 2022, incorporated by reference herein ).

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10.19.9 Amendment No.

9 to Term Loan Credit Agreement, dated November 4, 2022, among Team, Inc., as Borrower, the financial institutions party thereto, the guarantors party thereto and Atlantic Park Strategic Capital Fund, L.P., as agent (filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on November 10, 2022, incorporated by reference herein ).

10.3 Credit Agreement, dated as of February 11, 2022, among Team, Inc., as Borrower, the lenders from time to time party thereto, and Eclipse Business Capital, LLC, as Agent (filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K (File No.

8 unchanged sentences

on November 07, 2022, incorporated by reference herein).

10.21 Resignation, Consent and Appointment Agreement and Amendment No.

4 to Subordinated Term Loan Credit Agreement, dated December 8, 2021, by and among the Company, lenders party thereto, Corre Credit Fund, LLC, as Existing Agent, Cantor Fitzgerald Securities, as Successor Agent, and other guarantors party thereto (filed as Exhibit 10.5 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on December 10, 2021, incorporated by reference herein ).

10.6 Amendment No.

5 to Subordinated Term Loan Credit Agreement, dated February 11, 2022, by and among the Company, the lenders party thereto, and Cantor Fitzgerald Securities, as Agent (filed as Exhibit 10.2 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on February 15, 2022, incorporated by reference herein) .

10.23 Amendment No.

6 to Subordinated Term Loan Credit Agreement, dated May 6, 2022, by and among Team, Inc., as Borrower, the lenders party thereto and Cantor Fitzgerald Securities, as Agent (filed as Exhibit 10.3 to Team, Inc.'s Current Report on Form 10-Q (File No.

001-08604) filed on August 15, 2022, incorporated by reference here in).

10.24 Amendment No.

7 to Subordinated Term Loan Agreement, dated June 28, 2022, by and among the lenders party thereto, and Cantor Fitzgerald Securities, as agent (filed as Exhibit 10.1 to Team, Inc.'s Current Report on Form 8-K (File No.

3 to Credit Agreement, dated as of June 16, 2023, among Team, Inc., as Borrower, the lenders from time to time party thereto, the guarantors party thereto and Eclipse Business Capital LLC, as Agent (filed as Exhibit 10.2 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on June 20, 2023, incorporated by reference herein) .

10.25 Amendment No.

8 to Subordinated Term Loan Agreement, dated October 4, 2022, by and among Team, Inc., the lenders party thereto, and Cantor Fitzgerald Securities, as agent (filed as Exhibit 10.3 to Team, Inc.'s Current Report on Form 8-K (File No.

001-08604) filed on October 05, 2022, incorporated by reference herein).

10.26 Amendment No.

9 to Subordinated Term Loan Agreement, dated November 1, 2022, by and among Team, Inc., as Borrower, the lenders party thereto, the guarantors party thereto and Cantor Fitzgerald Securities, as a gent (filed as Exhibit 10.

3 to Team, Inc.'s Current Report on Form 8-K (File No.

001-08604) filed on November 7, 2022, incorporated by reference herein).

10.27 Amendment No.

10 to Subordinated Term Loan Agreement, dated November 4, 2022, by and among Team, Inc., as Borrower, the lenders party thereto, the guarantors party thereto and Cantor Fitzgerald Securities, as agent (filed as Exhibit 10.

2 to Team, Inc.'s Current Report on Form 8-K (File No.

001-08604) filed on November 10, 2022, incorporated by reference herein).

10.28 Amendment No.

11 to Subordinated Term Loan Agreement, dated November 21, 2022, by and among Team, Inc., as Borrower, the lenders party thereto, the guarantors party thereto and Cantor Fitzgerald Securities, as agent (filed as Exhibit 10.1 to Team, Inc.'s Current Report on Form 8-K (File No.

001-08604) filed on November 22 , 2022, incorporated by reference herein).

10.7 Subscription Agreement, dated February 11, 2022, by and between the Company, Corre Opportunities Qualified Master Fund, LP, Corre Horizon Fund, LP and Corre Horizon II Fund, LP (filed as Exhibit 10.4 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on February 15, 2022, incorporated by reference herein) .

10.30 Amendment No.

1 to Subordinated Term Loan Agreement, dated November 30, 2021, by and among the lenders party thereto, and Corre Credit Fund, LLC, as Agent (filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on December 6, 2021, incorporated by reference herein) .

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10.31 Amendment No.

2 to Subordinated Term Loan Agreement, dated December 6, 2021, by and among the Company, the lenders party thereto, and Corre Credit Fund, LLC, as agent (filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on December 6, 2021, incorporated by reference herein ).

10.32 Subordinated Term Loan Agreement dated November 9, 2021, by and among the lenders from time to time party thereto, and Corre Credit Fund, LLC, as agent (incorporated by reference to Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed November 12, 2021 , inc orporated by reference here in).

10.8 Board Rights Agreement, dated as of November 1, 2022, by and between Team, Inc.

3 unchanged sentences

on November 7, 2022, incorporated by reference herein).

10.34 Equity Purchase Agreement, dated as of August 14, 2022 by and between Team, Inc.

and Baker Hughes Holdings LLC.

(filed as Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-08604) filed by Team, Inc.

on August 15, 2022, incorporated by reference herein).

10.9 Substitute Insurance Reimbursement Facility Agreement, dated as of September 29, 2022 by and between 1970 Group, Inc.

3 unchanged sentences

on October 5, 2022, and incorporated by reference herein).

10.36 Exchange Agreement, dated October 4, 2022, by and among Team, Inc., Corre Opportunities Qualified Master Fund, LP, Corre Horizon Fund, LP, and Corre Horizon II Fund, LP.,(filed as Exhibit 10.2 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on October 5, 2022, incorporated by reference herein).

10.10 First Amendment to Substitute Insurance Reimbursement Facility Agreement dated as of August 29, 2023 by and between 1970 Group, Inc.

and Team, Inc.

10.11† Furmanite Corporation 1994 Stock Incentive Plan, Amendment and Restatement effective May 9, 2013 (filed as Exhibit 4.4 to Team, Inc.’s Registration Statement on Form S-8, File No.

333-209871, filed on March 1, 2016, incorporated by reference herein).

10.12† Team, Inc.

2018 Equity Incentive Plan (filed as Exhibit 4.5 to Team, Inc.’s Current Report on Form S-8, (File No.

333-225727), filed on June 19, 2018, incorporated by reference herein).

10.13† Amendment to Team, Inc.

2018 Equity Incentive Plan (filed as Appendix A of Team, Inc.’s Definitive Proxy Statement on Schedule 14A (File No.

001-08604) filed on April 11, 2019, incorporated by reference herein).

10.14† Form of Restricted Stock Unit Award Agreement for the Stock Units awarded under the Team, Inc.

2018 Equity Incentive Plan (filed as Exhibit 10.11 to Team, Inc.’s Annual Report on Form 10-K (File No.

001-08604) filed on March 19, 2019, incorporated by reference herein).

10.15† Compensation Letter by and between Team, Inc.

10.16† Form of Executive Restricted Stock Unit Award Agreement under the Team, Inc.

2018 Equity Incentive Plan.

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10.17† Form of Performance Unit Award Agreement under the Team, Inc.

2018 Equity Incentive Plan.

10.18† Form of Indemnification Agreement (filed as Exhibit 10.2 to Team, Inc.’s Current Report on Form 8-K (File No.

001-08604) filed on February 9, 2018, incorporated by reference herein).

10.19† Team, Inc.

Corporate Executive Officer Compensation and Benefits Continuation Policy (filed as Exhibit 4.2 to Team, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 (File No.

001-08604) filed on May 11, 2022, incorporated by reference herein).

Amendment No.

1 to Amended and Restated Term Loan Credit Agreement , dated as of March 6 , 2024, by and among Team, Inc., as Borrower, the lenders party thereto, the guarantors party thereto and Cantor Fitzgerald Securities , as Ag ent.

A mendment No.

4 to Credit Agreement, dated as of March 6 , 2024, among Team, Inc.

, as Borrower, the lenders from time to time party t hereto , the guarantors party thereto and Eclipse Business Capital LLC.

21 Subsidiaries of Team, Inc.

23.1 Consent of Independent Registered Public Accounting Firm-KP M G LLP.

23.1 Consent of Independent Registered Public Accounting Firm-KPMG LLP.

31.1 Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

4 unchanged sentences

32.3 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1 Team, Inc.

Compensation Recovery Policy.

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

25 unchanged sentences

/ S / M ICHAEL J.

Director, Chairman March 14, 2023

Director, Executive Chairman March 7, 2024

/ S / J EFFERY G.

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures