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  Exhibit 10.5











 



AMENDMENT NO. 2 TO



SECURITIES PURCHASE AGREEMENT


 


This
Amendment (this “Amendment”) to the Securities
Purchase Agreement dated as of September 9, 2016 (the
“Agreement”) is
made and entered into effective as of January 24, 2017 (the
“Effective
Date”), by and among root9B Holdings, Inc. (f/k/a
root9B Technologies, Inc.), a Delaware corporation (the
“Company”) and
the Purchasers listed on Exhibit A of the Agreement (the
“Investors”).
Capitalized terms used but not otherwise defined herein shall have
the same meanings as set forth in the Agreement.


WHEREAS,
Section 9(g) of the Agreement provides that any term of the
Agreement may be amended, waived or modified only with the written
consent of the Company and the holders of a majority of the
aggregate principal amount of the Notes then outstanding (the
“Majority Note
Holders”), provided that such amendment does not
impose any additional liability or financial obligations on the
Purchasers.


WHEREAS, the
Company and the Majority Note Holders each desire to amend the
Agreement, and hereby agree that it is in the best interest of the
Company to amend the Agreement, as set forth herein.


NOW,
THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties hereby agree as follows:


1. Extension of the Agreement.
Section 2(c)(ii) of the Agreement is hereby amended, restated and
replaced in its entirety with the following:


“After the
Initial Closing, the Company may sell and issue additional Notes
(and Warrants, until the earlier of (i) March 31, 2017 or (ii) such
time as the aggregate principal amount of the Notes issued pursuant
to the terms of this Agreement equals a total of $10,000,000.00;
provided, however, that the Board of Directors of the Company may
close the offering contemplated by this Agreement at any time, in
its sole discretion. All such sales shall be made on the terms and
conditions set forth in this Agreement and shall be on such dates
and at such times as shall be agreed upon by the Company and such
additional Purchasers (the Initial Closing and each such date shall
be a “Closing” hereunder). Effective upon delivery of
an executed copy of this Agreement by such persons or entities, any
notes and warrants sold pursuant to this Section 2(c)(ii) shall be
deemed to be “Notes” and “Warrants,”
respectively, for all purposes under this Agreement, and any
purchasers thereof shall be deemed to be “Purchasers”
for all purposes under this Agreement.”


2. Approval of this Amendment. By
their signatures below, the undersigned parties hereby adopt this
Amendment.


3. Further Assurances. Each party
hereto agrees to execute and deliver all such other and additional
instruments and documents and do all such other acts and things as
may be necessary to more fully effectuate this
Amendment.



 







 





 


4. 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 Delaware,
without giving effect to principles of conflicts of
law.


5. Continued Validity. Except as
otherwise expressly provided herein, the Agreement shall remain in
full force and effect.


6. Counterparts; Electronic
Delivery. This Amendment may be executed in counterparts,
each of which shall be deemed an original and all of which together
shall constitute one instrument, and such counterparts may be
executed and delivered electronically.


 


[Signature Page
Follows]


 


 


 


 














 






 


IN
WITNESS WHEREOF, the undersigned has executed this Amendment
effective as of the Effective Date.


	
 

	


ROOT9B
HOLDINGS, INC.


 


 


By:
/s/ Dan Wachtler  
                 
              
                                                                         




Name:
Dan Wachtler


Title:
President & Chief Operating Officer









 


 


 


 


 


 


 


 


 


 




 








 






 


IN
WITNESS WHEREOF, the undersigned has executed this Amendment
effective as of the Effective Date.


	
 

	


INVESTOR:


 


By:


 


 

By:     
_____________________________   

Name:


Its: