Exhibit 10.1
SECOND AMENDMENT
TO
AMENDED AND RESTATED NOTE AND
WARRANT PURCHASE AGREEMENT
This Second Amendment to Amended and Restated
Note and Warrant Purchase Agreement (this “ Amendment
”) is made effective as of February 19, 2008, by and
among Thomas Group, Inc., a Delaware corporation (the “
Company ”), General John T. Chain, Jr., an
individual (“ Chain ”), and Edward P. Evans, an
individual (“ Evans ,” and collectively with
Chain, “ Purchasers ” and each individually, a
“ Purchaser ”), to amend that certain Amended
and Restated Note and Warrant Purchase Agreement dated as of
October 17, 2002 (the “ Agreement
”).
RECITALS
WHEREAS, as of
October 17, 2002, the Company and Purchasers entered into the
Agreement;
WHEREAS, effective
December 4, 2006, the Company and Purchasers entered into an
amendment to the Agreement;
WHEREAS,
Section 5.2(b) of the Agreement provides for certain
rights of the Purchasers with respect to the nomination or
designation of directors for election to the Board of Directors of
the Company (the “Board’);
WHEREAS, the
Company and Purchasers desire to amend and clarify the rights of
Purchasers to designate individuals to be considered as nominees
for election to the Board and the requirements applicable to such
des
