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 Com