INDEMNIFICATION AGREEMENTIndemnification Agreement • September 24th, 2013 • GlobalOptions Group, Inc. • Services-management consulting services • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of September 18, 2013 by and between GlobalOptions Group, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2013 • GlobalOptions Group, Inc. • Services-management consulting services
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 18, 2013, by and among GlobalOptions Group, Inc., a Delaware corporation (the “Company”), and the several Buyers signatory hereto (each a “Buyer” and collectively, the “Buyers”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 24th, 2013 • GlobalOptions Group, Inc. • Services-management consulting services • Connecticut
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of September 18, 2013 by and between GlobalOptions Group, Inc., a Delaware corporation (the “Company”) and Gary A. Greene, an individual residing at 161 Holmes Ave, Darien, CT 06820 (“Executive”).
AMENDMENT TO SUPPORT AGREEMENTSupport Agreement • September 24th, 2013 • GlobalOptions Group, Inc. • Services-management consulting services
THIS AMENDMENT (this “Amendment”), dated as of September 18, 2013, to the Support Agreement dated as of March 27, 2012, (the “Support Agreement”), is made by and among Genesis Capital Advisors LLC, a Delaware limited liability company (“Genesis Advisors”), Genesis Opportunity Fund, L.P., a Delaware limited partnership (“Genesis Opportunity”), and Genesis Asset Opportunity Fund, L.P., a Delaware limited partnership (“Genesis Asset Opportunity” and together with Genesis Advisors and Genesis Opportunity, the “Stockholder”), and GlobalOptions Group, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Support Agreement.
SUBSCRIPTION, PURCHASE AND INVESTMENT AGREEMENTSubscription, Purchase and Investment Agreement • September 24th, 2013 • GlobalOptions Group, Inc. • Services-management consulting services • New York
THIS SUBSCRIPTION, PURCHASE AND INVESTMENT AGREEMENT (this “Agreement”) is made as of September 18, 2013, by and among GLOBALOPTIONS GROUP, INC., a Delaware corporation (the “Company”), each of the Buyers signatory to this Agreement, as identified on the signature pages attached hereto, and, for the limited purpose set forth on the signature page hereto, Walker Digital, LLC, a Delaware limited liability company (“Walker Digital”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF GLOBALOPTIONS GROUP, INC.GlobalOptions Group, Inc. • September 24th, 2013 • Services-management consulting services • New York
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE WARRANT UNDER SUCH ACT AND APPLICABLE LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
LOCK-UP AGREEMENTLock-Up Agreement • September 24th, 2013 • GlobalOptions Group, Inc. • Services-management consulting services • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of September 18, 2013, by and between GlobalOptions Group, Inc., a Delaware corporation (the “Company”), and IP Navigation Group, LLC, a Texas limited liability company (the “Holder”). This Agreement shall become effective as of the Effective Time (as defined in the below referenced Restricted Stock Agreement; capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Restricted Stock Agreement).
ESCROW AGREEMENTEscrow Agreement • September 24th, 2013 • GlobalOptions Group, Inc. • Services-management consulting services • New York
This ESCROW AGREEMENT (this “Agreement”) made as of August 27, 2013, by and among GlobalOptions Group, Inc., (the “Issuer”) and Broadband Capital Management LLC (the “Placement Agent”), whose addresses and other information appear on the Information Sheet (as defined herein) attached to this Agreement, and Continental Stock Transfer & Trust Company, 17 Battery Place, 8th Floor, New York, NY 10004 (the “Escrow Agent”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 24th, 2013 • GlobalOptions Group, Inc. • Services-management consulting services • Delaware
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of September 18, 2013, by and among GlobalOptions Group, Inc., a Delaware corporation (the “Parent”), GO Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), Walker Digital, LLC, a Delaware limited liability company (the “Company Parent”) and Walker Digital Holdings, LLC, a Delaware limited liability company (“Company”).
BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENTSale, Assignment and Assumption Agreement • September 24th, 2013 • GlobalOptions Group, Inc. • Services-management consulting services • Delaware
RESTRICTED STOCK AGREEMENT GLOBALOPTIONS GROUP, INC.Restricted Stock Agreement • September 24th, 2013 • GlobalOptions Group, Inc. • Services-management consulting services • New York
WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as of July 11, 2013 (the “Merger Agreement”), by and among the Company, GO Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Merger Sub”), Walker Digital, LLC, a Delaware limited liability company (“Walker Digital”), and Walker Digital Holdings, LLC, a Delaware limited liability company (“WD Holdings”), pursuant to which Merger Sub shall merge with and into WD Holdings, with WD Holdings surviving the merger as a wholly-owned subsidiary of the Company (the “Merger,” with the date of consummation of the Merger being the “Effective Time”);
