Waiver of Financial Covenants to Securities Purchase Agreement between root9B Holdings, Inc. and Note Holder (May 2017)

Summary

This agreement is a waiver between root9B Holdings, Inc. and a holder of its secured convertible promissory note. The holder agrees to temporarily waive the company's obligation to maintain certain financial covenants—specifically, positive working capital and minimum cash on hand requirements—under the original note. The waiver is effective from May 1, 2017, through July 31, 2017. All other terms of the note remain unchanged, and the waiver requires the holder's consent as specified in the original agreement.

EX-10.4 5 rtnb_ex104.htm FORM OF WAVIER TO SECURITIES PURCHASE AGREEMENT Blueprint

Exhibit 10.4

ROOT9B HOLDINGS, INC.

WAIVER OF FINANCIAL COVENANTS

Effective May 1, 2017

Whereas, root9B Holdings, Inc. (the “Company”) has issued to the undersigned Holder a secured convertible promissory note (the “Note”) pursuant the Securities Purchase Agreement, dated as of September 9, 2016, by and among the Company and the Purchasers identified therein;

Whereas, Section 4(i) of the Note requires that the Company, excluding IPSA International, Inc., the Company’s wholly-owned subsidiary (“IPSA”), maintain a positive Working Capital (as defined in the Note) of at least $1.00 for each month end;

Whereas, Section 4(j) of the Note request that the Company, excluding IPSA, maintain sufficient cash on hand equal to or greater than the largest salary payroll paid during the preceding 90 days (after April 30, 2017 and as adjusted for reductions in work force); and

Whereas, Section 11 of the Note requires the consent of the Holder to waive the Company’s compliance with respect to any covenant contained in the Note;

Now, therefore, the undersigned Holder does hereby waive the Company’s convent to comply with Sections 4(i) and 4(j) of the Note through July 31, 2017.

[Signature page follows.]

This Waiver of Financial Covenants shall be effective as of the date first set forth above. This Waiver of Financial Covenants may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one action. Any copy, facsimile or other reliable reproduction of this action may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction be a complete reproduction of the entire original writing.

Holder:

[●]

By: _______________________________

Name: _____________________________

Its: ________________________________