Exhibit 10.1
GLOBALOPTIONS GROUP, INC.
00 XXXXXXXXXXX XXXXX, 00XX XXXXX
XXX XXXX, XXX XXXX 00000
June 8, 2007
North Sound Legacy International Ltd.
North Sound Legacy Institutional Fund LLC
00 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
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/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Chairman and Chief Executive Officer
Acknowledged and agreed:
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
3
