0001104659-08-012648 Sample Contracts

SECOND AMENDMENT TO AMENDED AND RESTATED NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • February 25th, 2008 • Thomas Group Inc • Services-management consulting services

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”).

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