SC 13D/A 1 d9014949_13d-a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No._1_)*

Team, Inc.

(Name of Issuer)

Common Stock, $0.30 par value

(Title of Class of Securities)

878155100

(CUSIP Number)

John Barrett

Corre Partners Management, LLC

12 East 49^th Street, 40^th Floor,

New York, NY 10017

Telephone Number: 646-863-7152

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

Notices and Communications)

November 9, 2021

(Date of Event Which Requires Filing of this 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 ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X].

* 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.

CUSIP No.	878155100

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Corre Opportunities Qualified Master Fund, LP

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[_]
		(b)	[_]

3.	SEC USE ONLY

4.	SOURCE OF FUNDS

	WC

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

[_]

6.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.	SOLE VOTING POWER

	0

8.	SHARED VOTING POWER

	2,096,038

9.	SOLE DISPOSITIVE POWER

	0

10.

SHARED DISPOSITIVE POWER

2,096,038

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,096,038

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	6.77%

14.	TYPE OF REPORTING PERSON

	PN

CUSIP No.	878155100

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Corre Partners Advisors, LLC

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[_]
		(b)	[_]

3.	SEC USE ONLY

4.	SOURCE OF FUNDS

	AF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

[_]

6.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.	SOLE VOTING POWER

	0

8.	SHARED VOTING POWER

	2,640,711

9.	SOLE DISPOSITIVE POWER

	0

10.	SHARED DISPOSITIVE POWER

	2,640,711

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,640,711

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	8.52%

14.	TYPE OF REPORTING PERSON

	OO

CUSIP No.	878155100

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Corre Partners Management, LLC

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[_]
		(b)	[_]

3.	SEC USE ONLY

4.	SOURCE OF FUNDS

	AF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

[_]

6.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.	SOLE VOTING POWER

	0

8.	SHARED VOTING POWER

	2,640,711

9.	SOLE DISPOSITIVE POWER

	0

10.	SHARED DISPOSITIVE POWER

	2,640,711

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,640,711

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	8.52%

14.	TYPE OF REPORTING PERSON

	IA, OO

CUSIP No.	878155100

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	John Barrett

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[_]
		(b)	[_]

3.	SEC USE ONLY

4.	SOURCE OF FUNDS

	AF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

[_]

6.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.	SOLE VOTING POWER

	0

SHARED VOTING POWER

2,640,711

9.	SOLE DISPOSITIVE POWER

	0

10.

SHARED DISPOSITIVE POWER

2,640,711

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,640,711

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	8.52%

14.	TYPE OF REPORTING PERSON

	IN, HC

CUSIP No.	878155100

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Eric Soderlund

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[_]
		(b)	[_]

3.	SEC USE ONLY

4.	SOURCE OF FUNDS

	AF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

[_]

6.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.	SOLE VOTING POWER

	0

SHARED VOTING POWER

2,640,711

9.	SOLE DISPOSITIVE POWER

	0

10.

SHARED DISPOSITIVE POWER

2,640,711

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,640,711

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	8.52%

14.	TYPE OF REPORTING PERSON

	IN, HC

CUSIP No.	878155100

Item 1.

Security and Issuer.

	The name of the issuer is Team, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is 13131 Dairy Ashford, Suite 600, Sugar Land, Texas 77478. This Schedule 13D relates to the Issuer's common stock, $0.30 par value (the "Shares").

Item 2.

Identity and Background.

	(a), (f)	This Schedule 13D is being filed jointly by (i) Corre Opportunities Qualified Master Fund, LP, a Cayman Islands exempted limited partnership (the “Fund”); (ii) Corre Partners Advisors, LLC, a Delaware limited liability company (the “General Partner”), which serves as the general partner of the Fund; (iii) Corre Partners Management, LLC, a Delaware limited liability company (the “Investment Adviser”), which has been delegated investment authority over the assets of the Fund by the General Partner; (iv) Mr. John Barrett, who serves as a managing member of the General Partner and the Investment Adviser; and (v) Mr. Eric Soderlund, who serves as a managing member of the General Partner and the Investment Adviser (each, a “Reporting Person” and collectively, the “Reporting Persons”). Mr. Barrett and Mr. Soderlund are citizens of the United States.

	(b), (c)	The Fund is principally engaged in the business of investing in securities. The principal business address of the Fund is 12 East 49^th Street, 40^th Floor, New York, NY 10017. The General Partner is principally engaged in the business of serving as general partner and/or managing member to private investment vehicles, including the Fund. The principal business address of the General Partner is 12 East 49^th Street, 40^th Floor, New York, NY 10017. The Investment Adviser is an investment adviser registered with the Securities and Exchange Commission (the “SEC”) that is principally engaged in the business of providing investment management services to private investment vehicles, including the Fund. The principal business address of the Investment Adviser is 12 East 49^th Street, 40^th Floor, New York, NY 10017. Mr. Barrett and Mr. Soderlund are the co-owners and managing members of the General Partner and the Investment Adviser. The business address of each of Mr. Barrett and Mr. Soderlund is 12 East 49^th Street, 40^th Floor, New York, NY 10017.

	(d)	None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

	(e)	None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

	The funds for the purchase of the 2,096,038 Shares beneficially owned by the Fund came from the working capital of the Fund, which is the direct owner of the Shares. The funds for the purchase of the 2,640,711 Shares beneficially owned by the other Reporting Persons (which include the 2,096,038 Shares directly owned by the Fund) came from the working capital of the Fund and other private investment vehicles managed by the Investment Adviser, which are the direct owners of such Shares. The net investment cost (including commissions, if any) of the Shares beneficially owned by the Reporting Persons is approximately $9,918,866. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.

Item 4.	Purpose of Transaction.

The Reporting Persons originally acquired the Shares for investment purposes. In light of recent developments regarding the Issuer, including the events disclosed by the Issuer in its Report on Form 8-K filed with the SEC on October 25, 2021, the Reporting Persons have communicated with the Issuer on a number of key issues, including operational and balance sheet strategy. The Reporting Persons have also entered into a confidentiality agreement with the Issuer dated October 29, 2021 to assist the Issuer evaluate its options. In addition, the Reporting Persons entered into a credit agreement with the Issuer on November 9, 2021 pursuant to which private investment vehicles managed by the Investment Adviser, including the Fund, agreed to provide the Issuer with an unsecured $50.0 million delayed draw subordinated term loan facility. Under the credit agreement, the Issuer is required to, among other things, (i) subject to certain conditions, issue the lenders a warrant providing for the purchase of an aggregate of 5,000,000 Shares, exercisable at the Reporting Persons’ option at any time, in whole or in part, until the seventh anniversary of the issue date, at an exercise price of $1.50 per share, or, if shareholder approval to issue the warrants or an exception therefrom is not obtained by November 30, 2021, issue the lenders their pro rata portion of $12.0 million in liquidation preference of newly issued preferred stock (ii) amend the Issuer’s charter, bylaws, and all other necessary corporate governance documents to reduce the size of the Issuer’s Board of Directors to seven directors, and (iii) reconstitute the Board of Directors. Further, the Reporting Persons entered into a commitment letter agreement with the Issuer on November 9, 2021 pursuant to which the Issuer will, among other things, (i) appoint two Directors to the Board of Directors selected by the Investment Adviser after consultation with Atlantic Park Strategic Capital Fund, L.P. (“APSC”), (ii) appoint one Director selected by the Investment Adviser to the Board of Directors’ Independent Subcommittee selected by the Investment Adviser and one Director selected by APSC, (iii) provide the Investment Adviser and APSC with Board of Director observation rights, (iv) launch a strategic alternatives process and present results of the review to the Board of Directors, and (v) directly pay certain advisor fees on behalf of the Reporting Persons and APSC.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares, other securities or derivative instruments related thereto or selling or entering into other transactions with respect to some or all of their Shares, other securities or derivative instruments, engaging in hedging or similar transactions with respect to the Shares and, alone or with others, may engage in communications with directors and officers of the Issuer, other stockholders of the Issuer or other third parties or may take steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review. Such discussions and other actions may relate to various alternative courses of action, including, without limitation, those related to an extraordinary corporate transaction (including, but not limited to a merger, reorganization or liquidation) involving the Issuer or any of its subsidiaries; business combinations involving the Issuer or its subsidiaries, a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; material asset purchases; the formation of joint ventures with the Issuer or its subsidiaries or the entry into other material projects; changes in the present business, operations, strategy, future plans or prospects of the Issuer, financial or governance matters; changes to the Board (including Board composition) or management of the Issuer; acting as a participant to support any potential capital funding need of the Issuer or its subsidiaries; changes to the capitalization, ownership structure, dividend policy, business or corporate structure or governance documents of the Issuer; de-listing or de-registration of the Issuer’s securities, or any action similar to those enumerated above.

Item 5.	Interest in Securities of the Issuer.

	(a) - (d)	As of the date hereof (i) the Fund may be deemed to be the beneficial owner of 2,096,038 Shares, constituting 6.77% of the Shares and (ii) each of the General Partner, the Investment Adviser, Mr. Barrett and Mr. Soderlund may be deemed to be the beneficial owner of 2,640,711 Shares, constituting 8.52% of the Shares, in each case based on 30,979,783 Shares outstanding as of August 2, 2021, as determined based on reports by the Issuer. The Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,096,038 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 2,096,038 Shares. The General Partner has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,640,711 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 2,640,711 Shares. The Investment Adviser has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,640,711 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 2,640,711 Shares. Mr. Barrett has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,640,711 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 2,640,711 Shares. Mr. Soderlund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,640,711 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 2,640,711 Shares. The Reporting Persons have not, either directly or indirectly, effected any transactions in the Shares since their most recent filing of Schedule 13D.
	(e)	N/A

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Fund and other private investment vehicles managed by the Investment Adviser hold 5.00% Convertible Senior Notes Due 2023 of the Issuer (the “Notes”), pursuant to the terms of that certain Indenture, dated as of July 31, 2017, between the Issuer and Branch Banking and Trust Company, as trustee (the “Indenture”). See Exhibit B for the Indenture.

The Notes are the Issuer’s general unsecured obligations, and bear interest at a rate of 5.00% per year until maturity. Interest is payable in cash on February 1 and August 1 of each year, beginning February 1, 2018. The Notes will mature on August 1, 2023, unless earlier converted, redeemed or repurchased in accordance with their terms prior to such date. The initial conversion rate is 46.0829 Shares per $1,000 principal amount of Notes. The conversion rate, and thus the conversion price, may be adjusted under certain circumstances as described in the Indenture. Holders may convert their Notes at their option prior to the close of business on the business day immediately preceding May 1, 2023, but only under the following circumstances:

		•	during any calendar quarter commencing after the calendar quarter ending on December 31, 2017 (and only during such calendar quarter), if the last reported sale price of the Shares for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
		•	during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Notes for each trading day of such measurement period was less than 98% of the product of the last reported sale price of the Shares and the conversion rate on such trading day;
		•	if the Issuer calls any or all of the Notes for redemption, at any time prior to the close of business on the business day immediately preceding the redemption date; or;
		•	upon the occurrence of specified corporate events described in the Indenture.

On or after May 1, 2023 until the close of business on the business day immediately preceding the maturity date, holders may, at their option, convert their Notes at any time, regardless of the foregoing circumstances.

On November 9, 2021, the Issuer entered into a credit agreement (the “Subordinated Term Loan Credit Agreement”) with a private investment vehicle managed by the Investment Adviser, as agent, and the Fund and certain other private investment vehicles managed by the Investment Adviser, as lenders (the “Corre Lenders”), providing for an unsecured $50.0 million delayed draw subordinated term loan facility (the “Subordinated Term Loan”). See Exhibit C for the Subordinated Term Loan Credit Agreement.

Pursuant to the Subordinated Term Loan Credit Agreement, the Issuer borrowed $22.5 million on November 9, 2021, and expects to borrow an additional $27.5 million on December 8, 2021, subject to certain conditions. The Subordinated Term Loan Credit Agreement also permits the ability to borrow an additional $25 million, subject to certain conditions. The Subordinated Term Loan matures, and all outstanding amounts become due and payable on the earlier of December 31, 2026 and the date that is two weeks later than the maturity or full repayment of the Issuer’s Senior Secured Term Loan Agreement. The stated interest rate on the Subordinated Term Loan is 12%.

Under the Subordinated Term Loan Credit Agreement, the Issuer is required to, among other things, (i) subject to certain conditions, issue the Corre Lenders a warrant (the “Corre Warrants”) providing for the purchase of an aggregate of 5,000,000 Shares, exercisable at the applicable Corre Lender’s option at any time, in whole or in part, until the seventh anniversary of the issue date, at an exercise price of $1.50 per share, or, if shareholder approval to issue the Corre Warrants or an exception therefrom is not obtained by November 30, 2021, issue the lenders their pro rata portion of the Preferred Stock (as defined below), (ii) amend the Issuer’s charter, bylaws, and all other necessary corporate governance documents to reduce the size of the Issuer’s Board of Directors to seven directors, and (iii) reconstitute the Issuer’s Board of Directors (as further described below). The Subordinated Term Loan also contains other customary prepayment provisions, events of default and covenants.

On November 9, 2021, the Issuer entered into a Commitment Letter Agreement (the “Commitment Letter Agreement”) with the Investment Adviser and Atlantic Park Strategic Capital Fund, L.P. (“APSC”). Pursuant to the Commitment Letter Agreement, the Issuer will (i) reduce the size of the Board of Directors to seven directors, (ii) appoint two Directors to the Board of Directors selected by the Investment Adviser after consultation with APSC, (iii) appoint one Director selected by the Investment Adviser to the Board of Directors’ Independent Subcommittee selected by the Investment Adviser and one Director selected by APSC, (iv) provide the Investment Adviser and APSC with Board of Director observation rights, (v) launch a strategic alternatives process and present results of the review to the Board of Directors, (vi) issue the Corre Warrants to the Corre Lenders and certain warrants to APSC (collectively with the Corre Warrants, the “Warrants”) or, if shareholder approval to issue the Warrants or an exception therefrom is not obtained by November 30, 2021, issue to the Corre Lenders and APSC a pro rata portion of $12.0 million in liquidation preference of newly issued preferred stock (the “Preferred Stock”) of the Issuer having a dividend rate of 18% (with additional terms to be agreed), and (vii) directly pay certain advisor fees on behalf of the Reporting Persons and APSC. See Exhibit D for the Commitment Letter Agreement.

Item 7.

Material to be Filed as Exhibits.

Exhibit A: Joint Filing Agreement

Exhibit B: Indenture, dated July 31, 2017, between Team, Inc. and Branch Banking and Trust Company, as trustee, relating to the Issuer’s 5.00% Convertible Senior Notes Due 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the SEC by the Issuer on July 31, 2017)

Exhibit C: Subordinated Term Loan Credit Agreement dated November 9, 2021, by and among Team, Inc., as Borrower, and Corre Credit Fund, LLC, as agent, and the lenders party thereto, (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC by the Issuer on November 12, 2021)

Exhibit D: Commitment Letter Agreement dated November 9, 2021 by and among Team, Inc., Corre Partners Management, LLC and Atlantic Park Strategic Capital Fund, L.P.

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.

	November 12, 2021
	(Date)

	Corre Opportunities Qualified Master Fund, LP* By: Corre Partners Advisors, LLC, its general partner

	By: /s/ John Barrett
	Name: John Barrett Title: Managing Member
	Corre Partners Advisors, LLC*

	By: /s/ John Barrett
	Name: John Barrett Title: Managing Member
	Corre Partners Management, LLC*

	By: /s/ John Barrett
	Name: John Barrett Title: Managing Member
	John Barrett*

	/s/ John Barrett

	Eric Soderlund*

	/s/ Eric Soderlund

* The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interests therein, and this report shall not be deemed an admission that such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit A

AGREEMENT

The undersigned agree that this Schedule 13D, dated November 12, 2021, relating to the common stock, $0.30 par value, of Team, Inc. shall be filed on behalf of the undersigned.

	November 12, 2021
	(Date)

	Corre Opportunities Qualified Master Fund, LP By: Corre Partners Advisors, LLC, its general partner

	By: /s/ John Barrett
	Name: John Barrett Title: Managing Member
	Corre Partners Advisors, LLC

	By: /s/ John Barrett
	Name: John Barrett Title: Managing Member
	Corre Partners Management, LLC

	By: /s/ John Barrett
	Name: John Barrett Title: Managing Member
	John Barrett

	/s/ John Barrett

	Eric Soderlund

	/s/ Eric Soderlund

Exhibit D