Blueprint





 











Exhibit 10.9



 



ROOT9B HOLDINGS, INC.


 



WAVIER OF ANTI-DILUTION RIGHTS


 


Effective
March 24, 2017


 


Whereas,
root9B Holdings, Inc. (the “Company”) is offering up to
$10,000,000 in convertible promissory notes (as amended the Note
Amendment (defined below), the “Notes”) that may be
converted by the holders thereof into an aggregate of up to
approximately 1,000,000 shares of Common Stock of the Company
(“Shares”) and in connection therewith, warrants (as
amended by the Warrant Amendment (defined below), the
“Warrants”) to purchase an aggregate of up to 500,000
Shares;


 


Whereas, the
Company wishes to amend the Notes (the “Note
Amendment”) to provide for a conversion price not less than
$10.00 per Share, which is less than the Exercise Price (as defined
in the March Agreement (as defined below) after giving effect to
the reverse stock split (the “Reverse Split”) effected
by the Company pursuant to an amendment to the Company’s
Amended and Restated Certificate of Incorporation filed with the
Delaware Secretary of State on December 1, 2016) and to amend the
Warrants (the “Warrant Amendment”) to provide for an
exercise price per Share not less than $10.00, which is less than
the Applicable Exercise Price Per Share (as defined in the March
Warrants (as defined below) and after giving effect to the Reverse
Split);


 


Whereas,
interest under the Notes may be paid by the Company by the issuance
of shares of its capital stock (the “Interest Shares”),
at a price per Share not less than $10.00, which is less than the
Exercise Price and the Applicable Exercise Price Per Share (each
after giving effect to the Reverse Split);


 


Whereas, the
undersigned are parties to that certain Amended and Restated
Securities Purchase Agreement, dated March 10, 2016 (the
“March Agreement”) providing the undersigned with
certain rights upon the issuance of Additional Stock (as defined in
the March Agreement); and


 


Whereas, the
Company has issued warrants, each dated as of March 10, 2016 (the
“March Warrants”), to the undersigned, providing the
undersigned with certain rights upon the issuance of Additional
Stock (as defined in the March Warrants).


 


Now,
therefore, the undersigned, constituting all of the
Qualified Holders (as defined in the March Agreement) and the
Registered Holder (as defined in the March Warrant) under each
March Warrant, do hereby acknowledge and agree that the Notes, the
Warrants, any Shares issued upon conversion of the Notes, any
Shares issued upon exercise of the Warrants, and any Interest
Shares shall be excluded from the definition of, and shall not
constitute, Additional Stock (as that term is defined in the March
Agreement and the March Warrants) under the March Agreement and the
March Warrants, and the undersigned do hereby waive any rights that
would arise in the event that any of the foregoing securities
constituted Additional Stock under the March Agreement and/or the
March Warrants.


 


 


[Signature
page follows.]


 


















 






 


This
Waiver of Anti-Dilution Rights shall be effective as of the date
first set forth above. This Waiver of Anti-Dilution Rights 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.


 


Qualified
Holder:


 


 


By:
________________________________


Name:
_____________________________


Its:
_________________________________


 


Acknowledged
and agreed by:


 


root9B
Holdings, Inc.


 


By:
________________________________


Name:
_____________________________


Its:
_________________________________