FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 23rd, 2002 • Thomas Group Inc • Services-management consulting services • Texas
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of October 17, 2002, by and among Thomas Group, Inc., a Delaware corporation (the "Company"), and Edward P. Evans (the "Investor").
AMENDED AND RESTATED WARRANT To Purchase Common Stock of THOMAS GROUP, INC.Thomas Group Inc • October 23rd, 2002 • Services-management consulting services • Texas
THIS AMENDED AND RESTATED WARRANT (this "Warrant") amends and restates that certain warrant, dated as of September 20, 2002, issued to General John T. Chain, Jr. This Warrant certifies that, for ten and 00/100 dollars ($10.00) and other value received, the receipt and sufficiency of which is hereby acknowledged, General John T. Chain, Jr., an individual, or registered assigns (the "Holder"), is the registered owner and is entitled, subject to the terms and conditions of this Warrant, from the date hereof until the date which is five (5) years after the date on which this Warrant is issued (the "Expiration Date"), to purchase 434,899 shares of common stock, $0.01 par value per share (the "Common Stock"), of Thomas Group, Inc., a Delaware corporation (the "Company"), at a purchase price per share equal to $0.30 (the "Exercise Price"). The number of shares of Common Stock which may be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock are su
As of October 17, 2002Thomas Group Inc • October 23rd, 2002 • Services-management consulting services • Texas
First Amended and Restated Revolving Credit Loan Agreement dated as of December 4, 1996, by and between Thomas Group, Inc. (the "Borrower") and Comerica Bank-Texas, a Texas banking institution (the "Lender") (as such agreement has been and may be further amended, restated or otherwise modified from time to time, the "Loan Agreement"). All capitalized terms used herein, unless otherwise defined herein, shall have the same meaning as in the Loan Agreement.
Thomas Group, Inc. Amended and Restated Note and Warrant Purchase Agreement October 17, 2002Note and Warrant Purchase Agreement • October 23rd, 2002 • Thomas Group Inc • Services-management consulting services • Texas
This Amended and Restated Note and Warrant Purchase Agreement (this "Agreement") is made as of October 17, 2002, by and among Thomas Group, Inc., a Delaware corporation (the "Company"), General John T. Chain, Jr., an individual ("Chain") and Edward P. Evans ("Evans," and collectively with Chain, the "Purchasers," and each individually, a "Purchaser").
SECOND AMENDMENT TO RESTATED RIGHTS AGREEMENTRights Agreement • October 23rd, 2002 • Thomas Group Inc • Services-management consulting services
This SECOND AMENDMENT TO RESTATED RIGHTS AGREEMENT (this "Amendment"), dated as of October 17, 2002 (the "Amendment"), is by and between Thomas Group, Inc., a Delaware corporation (the "Corporation"), and, at the direction of the Corporation, Computershare Trust Company (formerly Harris Trust and Savings Bank, the "Rights Agent").
WAIVER AND CONSENT AGREEMENTConsent Agreement • October 23rd, 2002 • Thomas Group Inc • Services-management consulting services • Texas
This Waiver and Consent Agreement is entered into as of October 17, 2002, by and between Thomas Group, Inc., a Delaware corporation (the "Company") and General John T. Chain, Jr. (the "Investor").
FORM OF SUBORDINATION AGREEMENTSubordination Agreement • October 23rd, 2002 • Thomas Group Inc • Services-management consulting services • Texas
The undersigned (the "Investor"), being an owner and holder of certain obligations of Thomas Group, Inc. (the "Borrower"), and payable or otherwise accruing to the Investor arising in connection with that certain subordinated promissory note in the original principal amount of $1,000,000 to be executed in October, 2002 by the Borrower in favor of Investor (the "Investor Note", and the obligations arising in connection with the Investor Note, collectively, the "Investor Obligations"), does, for the benefit of, and at the insistence of, Comerica Bank-Texas, a Texas banking association (the "Bank") and as an inducement to the Bank to extend or to continue to extend financial accommodations to the Borrower from time to time, undertake the following actions:
