Exhibit 10.1


 


AMENDMENT NO. 1 TO
AGREEMENT


 


This Amendment No. 1 (the “Amendment”) is entered into as
of the 16th day of March, 2006 by and among THINK PARTNERSHIP INC.,
formerly known as CGI HOLDING CORPORATION, a Nevada corporation (“THK”),
LITMUS ACQUISITION SUB, INC., a Missouri corporation and wholly owned
subsidiary of THK (“Litmus Acquisition Sub”), LITMUS MEDIA, INC., a
Missouri corporation (“Litmus”), and JOHN LINDEN (“Linden”) and
TOBIAS TEETER (“Teeter”), two of the shareholders of Litmus (individually,
a “Shareholder” and collectively the “Shareholders”).


 


RECITALS


 


A. THK, Litmus Acquisition Sub, Litmus, Linden and Teeter are parties
to that certain Agreement dated as of February 17, 2006 (the “Agreement”)
relating to merger of Litmus with and into Litmus Acquisition Sub.


 


B. The parties desire to make certain amendments to the Agreement, as
more fully set forth in this Amendment.


 


C. Capitalized terms used in this Amendment and not defined are used as
defined in the Agreement.


 


NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt, adequacy and legal sufficiency of which
are hereby mutually acknowledged, intending to be legally bound, the parties
agree as follows:


 


1. Amendments to Agreement.


 


a. Section 2.6. The last sentence of Section 2.6 of
the Agreement is hereby amended to read in its entirety as follows:


 


“The “Initial
Cash Consideration” shall be Six Million Five Hundred Thousand Dollars
($6,500,000) and the “Initial Stock Consideration” shall be Three
Million Two Hundred Fifty Thousand (3,250,000) shares of THK Common Stock”.


 


b. Section 9.1(j). Section 9.1(j) of the Agreement is
hereby amended to provide that the amount of the Pre-Closing Dividend may be
increased by up to One Hundred and Fifty Thousand Dollars ($150,000) in excess
of the amount that would otherwise be permitted by terms of the Agreement prior
to this Amendment.


 


c. Section 11.1(b). Section 11.1(b) of the
Agreement is hereby amended by deleting the reference to “March 20, 2006”
and inserting in its place “April 5, 2006”.


 


2. Acknowledgement by Shareholders. The Shareholders hereby
acknowledge and agree that the definition of “Registrable Securities” in the
Registration Rights Agreement will be amended to exclude up to 79,268 shares of
THK Common Stock to be issued pursuant to the Agreement if, despite the use of
its good faith efforts, THK cannot obtain consent from its financing sources,
under the terms of other contractual agreements to which THK is a party, to allow
THK to register, in the first registration statement filed by THK with the U.S.
Securities and Exchange Commission following the closing, all of the 3,250,000
shares of THK Common Stock which constitute the “Initial Stock Consideration”
defined in Section 2.6 of the Agreement, as amended.


 

















 


3. Miscellaneous. Except as amended hereby, the Agreement is
hereby ratified and confirmed in all respects. This Amendment shall be governed
by the law of the State of Illinois without giving effect to the conflict of
law principles thereof. The miscellaneous provisions in Article XIII of
the Agreement, including without limitation the provisions on notices and
arbitration, shall apply to this Amendment.


 


IN WITNESS WHEREOF, the parties have caused this Amendment No. 1
to Agreement to be executed as of the date first written above.


 


	
   

  	
  THINK PARTNERSHIP INC., f/k/a CGI 

  HOLDING CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott P. Mitchell

  	
   

  
	
   

  	
  Name:

  	
  Scott P. Mitchell

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LITMUS ACQUISITION SUB, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Linden

  	
   

  
	
   

  	
  Name:

  	
  John Linden

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LITMUS MEDIA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tobias Teeter

  	
   

  
	
   

  	
  Name:

  	
  Tobias Teeter

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ John Linden

  	
   

  
	
   

  	
  JOHN LINDEN

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Tobias Teeter

  	
   

  
	
   

  	
  TOBIAS TEETER

  



 


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