root9B Technologies, Inc. 1185 Avenue of the Americas, Suite 1750 New York, New York 10036

root9B Technologies, Inc.

1185 Avenue of the Americas, Suite 1750

New York, New York 10036

 

January __, 2016

Dear Purchasers:

 

Reference is hereby made to that certain Securities Purchase Agreement attached as Exhibit A hereto (the “Purchase Agreement”) by and among root9B Technologies, Inc. (“root9B”) and the Purchasers. Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement.

 

Pursuant to Section 2.1(b) of the Purchase Agreement, the parties agreed that all Closings under the Purchase Agreement would take place on or before December 31, 2015, unless such date was extended by the Company for up to an additional thirty (30) days.  Pursuant to its authority under the Purchase Agreement, the Company extended such date for an additional thirty (30) days, and now desires to extend such date until February 29, 2016.

 

Pursuant to Section 6.4 of the Purchase Agreement, the Purchase Agreement may be amended by a written instrument signed by the Company and holders of a majority of the Shares sold thereunder.  The undersigned, constituting the Company and holders of a majority of the Shares sold under the Purchase Agreement, agree to amend the Purchase Agreement by deleting the last sentence of Section 2.1(b) and replacing it, in its entirety, with the following:

 

“Each Closing shall take place (each such date, a “Closing Date”) at such time and at such location as the parties to the respective Closing may agree; provided, that all Closings shall take place on or before February 29, 2016.”

 

In addition, the Company has engaged Drexel Hamilton, LLC to act as the placement agent for the offering of the Shares and Warrants.  In connection therewith, the undersigned agree to amend the Purchase Agreement by adding the following as Section 3.1(s):

 

“(s)           Certain Fees.  No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or a Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company, other than Drexel Hamilton, LLC, who the Company has engaged to act as the placement agent for the offering of the Shares and Warrants (which fees are being paid by the Company).”

 

Upon the execution of this letter agreement by each of the undersigned, the Purchase Agreement shall be deemed amended to the extent set forth herein.  All other terms and provisions of the Purchase Agreement shall remain in full force and effect.  If there is any inconsistency with the terms of the Purchase Agreement and this letter agreement, the terms of this letter agreement shall govern.  This letter agreement is intended to be a final expression of our agreement to amend the Purchase Agreement and is intended to be a complete and exclusive statement of our agreement and understanding with respect to such amendment.  This letter agreement may not be modified or amended except by a written agreement signed by all of the undersigned.

Sincerely,

___________________________

Brian King

Chief Operating Officer

 

Agreed to and accepted:

 

_____________________________

 

 

 

 

 

 

 

 

---