Waiver and Amendment to Investor Rights Agreement between GlobalOptions Group, Inc. and North Sound Entities (June 8, 2007)

 Exhibit 10.1 GLOBALOPTIONS GROUP, INC. 75 ROCKEFELLER PLAZA, 27TH FLOOR NEW YORK, NEW YORK 10019 June 8, 2007 North Sound Legacy International Ltd. North Sound Legacy Institutional Fund LLC 20 Horseneck Lane Greenwich, CT 06830 Gentlemen: Reference is made to the Investor Rights Agreement, dated as of June 28, 2006, as amended, among GlobalOptions Group, Inc. (the "Company") and the purchasers listed on SCHEDULE 1 attached thereto (the "Investor Rights Agreement") and the letter, dated February 21, 2007 (the "North Sound Letter"), among the Company, North Sound Legacy International Ltd. and North Sound Legacy Institutional Fund LLC (collectively, "North Sound"). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Investor Rights Agreement. In accordance with Section 7(h) of the Investor Rights Agreement, North Sound, which, as of the date hereof, holds in excess of a majority of the Registrable Securities, hereby waives any and all rights and remedies under the Investor Rights Agreement (i) with respect to the Company's obligation, under Sections 2 and 3(a) of the Investor Rights Agreement, to keep the Registration Statement continuously effective under the Securities Act during the period commencing on the date hereof and ending on the earlier of (a) the effectiveness of the New Registration Statement (as defined below) and (b) the date that is 120 days after the date hereof (such period, the "Suspension Period") and any and all obligations that the Company may have under Sections 3(b)(i), 3(b)(ii), 3(b)(iv), 3(c)(C), 3(d), 3(e), 3(g), 3(h), 3(i), 3(j), 3(l) and (with respect to the Company's obligations when there is not an effective Registration Statement covering all of the Registrable Securities) 7(d) of the Investor Rights Agreement during the Suspension Period, and (ii) under Sections 7(a), 7(e), 7(f) and 7(g)(i) of the Investor Rights Agreement with respect to (x) any failure by the Company to perform any of such obligations during the Suspension Period, (y) the withdrawal of the Registration Statement during the Suspension Period or (z) the filing of, and causing to be declared effective, a new Registration Statement covering Registrable Securities at any time during the Suspension Period (the "New Registration Statement"), which New Registration Statement shall be deemed to be a Registration Statement for all purposes under the Investor Rights Agreement. It is acknowledged that, pursuant to the foregoing waiver, the Company may withdraw the Registration Statement during the Suspension Period, and such withdrawal shall not be deemed to be an Event under the Investor Rights Agreement.  North Sound further acknowledges that the Company shall be required to include, as to North Sound, only the Registered Securities (as defined in the North Sound Letter) in the New Registration Statement, and that North Sound's Remaining Securities (as defined in the North Sound Letter) shall be registered as contemplated in the North Sound Letter; provided, however, that the Company shall use its reasonable best efforts to include North Sound's Remaining Securities in the New Registration Statement as and to the extent permitted by applicable federal securities laws, rules, regulations and interpretations thereof; provided, further, however, that the Company's inability to include any Remaining Securities in the New Registration Statement shall not cause Liquidated Damages (as defined in the North Sound Letter) to be incurred or accrue. Each of North Sound and the Company hereby reaffirms its obligations and waivers contained in the North Sound Letter, except that North Sound hereby acknowledges that the Company's obligation to use its reasonable best efforts to file and cause to be declared effective the Additional Registration Statement (as defined in the North Sound Letter) shall be tolled for the duration of the Suspension Period. [Signature page follows] 2  Please acknowledge your agreement with the foregoing by signing in the spaces indicated below. Sincerely, GLOBALOPTIONS GROUP, INC. By: /s/ Harvey W. Schiller ------------------------------------- Name: Harvey W. Schiller Title: Chairman and Chief Executive Officer Acknowledged and agreed: 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 3