ROOT9B HOLDINGS, INC. AMENDMENT NO. 1 TO PROMISSORY NOTE
Exhibit 10.7
AMENDMENT NO. 1 TO PROMISSORY NOTE
This
Amendment No. 1 to the Promissory Note (this “Amendment”) is made and entered
into effective as of February 8, 2017 (the “Effective Date”), by and among
root9B Holdings, Inc., a Delaware corporation (the
“Corporation”)
and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. (the “Holder”).
RECITALS
WHEREAS, on
February 8, 2017, the Corporation issued to the Holder a unsecured
promissory note in the principal amount of $245,000 (the
“Note”).
WHEREAS, it was the intent of the Holder and the
Corporation that the Note be subordinate the Note to the notes
issued pursuant to the Securities Purchase Agreement, dated
September 9, 2016, by and among the Corporation and the purchasers
identified therein (the “Senior Notes”).
WHEREAS,
the Holder and the Corporation wish to amend the Note to expressly
subordinate the Note to the Senior Notes.
NOW,
THEREFORE, the Corporation and the Holder hereby agree that the
Notes shall be amended by this Amendment, and the parties further
agree as follows:
AGREEMENT
1. Effective
Date. This Amendment shall be effective in all respects as
of the Effective Date.
2. Amendment
to Section 4. Section 4 of the Note is hereby amended by
adding the following as subsection (g):
“(g) Subordination.
Notwithstanding anything to the contrary in the Note, any repayment
of the unpaid principal amount and accrued interest of the Note
shall rank junior in priority to the Maker’s obligations
pursuant to that certain Securities Purchase Agreement dated
September 9, 2016 and the secured convertible promissory notes sold
and issued thereunder.”
3. Approval
of Amendment. By their signatures below, the undersigned
parties hereby adopt this Amendment.
4. Necessary
Acts. Each of the Corporation and the Holder hereby agree to
perform any further acts and to execute and deliver any further
documents that may be necessary or required to carry out the intent
and provisions of this Amendment and the transactions contemplated
hereby.
5. Continued
Validity. Except as so amended hereby, the Note shall remain
in full force and effect in accordance with its respective
terms.
6. Governing
Law. This Amendment and all acts and transactions pursuant
hereto and the rights and obligations of the parties hereto shall
be governed, construed and interpreted in accordance with the laws
of the State of New York.
7. Counterparts.
This Amendment may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument. Executed signatures transmitted via
facsimile or electronic mail will be accepted and considered duly
executed.
[Signature
page follows.]
IN WITNESS WHEREOF, the parties have
executed this Amendment No. 2 as of the date first above
written.
CORPORATION:
By:
/s/ ▇▇▇
Wachtler___________________________
Name:
▇▇▇ ▇▇▇▇▇▇▇▇
Title:
President and Chief Operating Officer
▇▇▇▇▇▇
▇. ▇▇▇▇▇, ▇▇.:
By:
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
[Signature
Page to Amendment No. 1 to Promissory Note]