Exhibit 10.1
AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
This Amendment No. 1, dated as of October 23, 2006 (this "AMENDMENT"),
to the Investor Rights Agreement, dated as of June 28, 2006 (as amended from
time to time, the "AGREEMENT"), is made and entered into among GlobalOptions
Group, Inc., a Nevada corporation (the "COMPANY"), and North Sound Legacy
International Ltd. and North Sound Legacy Institutional Fund LLC (collectively,
"NORTH SOUND"). Capitalized terms used and not otherwise defined in this
Amendment shall have the respective meanings assigned to them in the Agreement.
WHEREAS, the parties hereto wish to amend the Agreement to modify the
definition of "Effectiveness Date";
WHEREAS, Section 7(h) of the Agreement provides that the provisions of
the Agreement may not be amended, modified or supplemented unless the same shall
be in writing and signed by the Company and the Holders of at least a majority
of the Registrable Securities;
WHEREAS, North Sound holds a majority of the Registrable Securities.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and North Sound hereby
agree as follows:
1. The definition of "Effectiveness Date" in Section 1 of the Agreement
is hereby amended and restated in its entirety to read as follows:
"EFFECTIVENESS DATE" means the date that is one hundred and twenty
(120) days following the Closing Date, provided that such date shall be tolled
(i) for the duration of any Blackout Period, (ii) for periods of regulatory
review exceeding customary periods, and (iii) for periods of regulatory review
the resolution of which is outside the full control, power or authority of the
Company or its agents, provided the Company has met comment response deadlines
applicable to it (to the extent within its or its agents' full control, power or
authority) and is using its reasonable best efforts to cause the Registration
Statement to be declared effective under the Securities Act.
2. All of the terms and conditions set forth in the Agreement shall
remain in full force and effect, except to the extent expressly provided herein.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized persons as of the date first
indicated above.
GLOBALOPTIONS GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Chairman & CEO
NORTH SOUND LEGACY INTERNATIONAL LTD.
By: North Sound Capital LLC; Investment Advisor
By: /s/ Xxxxxx XxXxxxx
---------------------------------
Name: Xxxxxx XxXxxxx
Title: Chief Investment Officer
NORTH SOUND LEGACY INSTITUTIONAL FUND LLC
By: North Sound Capital LLC; Manager
By: /s/ Xxxxxx XxXxxxx
---------------------------------
Name: Xxxxxx XxXxxxx
Title: Chief Investment Officer
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