Amendment No. 1 to Investor Rights Agreement between GlobalOptions Group, Inc. and North Sound Entities

 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/ Harvey W. Schiller --------------------------------- Name: Harvey W. Schiller Title: Chairman & CEO NORTH SOUND LEGACY INTERNATIONAL LTD. By: North Sound Capital LLC; Investment Advisor By: /s/ Thomas McAuley --------------------------------- Name: Thomas McAuley Title: Chief Investment Officer NORTH SOUND LEGACY INSTITUTIONAL FUND LLC By: North Sound Capital LLC; Manager By: /s/ Thomas McAuley --------------------------------- Name: Thomas McAuley Title: Chief Investment Officer 2