Blueprint





 











Exhibit 10.6



 



AMENDMENT NO. 1 TO



COMMON STOCK PURCHASE WARRANT


 


This Amendment No.
1 (the “Amendment”) to that
certain Common Stock Purchase Warrant (the “Warrant”) issued to the
undersigned (the “Registered Holder”)
pursuant to that certain Securities Purchase Agreement (as amended,
the “Agreement’), by and among
root9B Holdings, Inc. (f/k/a root9B Technologies, Inc.), a Delaware
corporation (the “Company”) and the
Purchasers (as defined therein), is entered into effective as of
March 24, 2017 (the “Effective Date”).
Capitalized terms used in this Amendment that are not otherwise
defined herein shall have the respective meanings assigned to them
in the Warrant.

 



RECITALS


 



Whereas, the
Company desires to raise additional capital pursuant to the
Agreement;

 



Whereas, in
order to induce certain Purchasers to purchase additional Notes (as
defined in the Agreement), the Company and the Registered Holder
have agreed to amend the Warrant in order to, among other things
reduce the exercise price from $12.00 (as previously adjusted to
reflect the Company’s one-for-fifteen reverse stock split on
December 1, 2016) to $10.00;

 



Whereas,
pursuant to Section 15 of the Warrant, the Warrant may be amended
only with the written consent of the Company and the Registered
Holder; and

 



Whereas, the
Registered Holder and the Company desire to amend the Warrant as
set forth herein.

 


 



AGREEMENT


 



Now, Therefore, in consideration of the foregoing and of the
mutual promises and conditions hereinafter set forth, the parties
hereto agree as follows:


 

 




A.

Amendment of Exercise Price.
The Recital is hereby amended to reduce the “Exercise
Price” from $12.00 per share (as previously adjusted to
reflect the Company’s one-for-fifteen reverse stock split on
December 1, 2016) to $10.00 per share.





 




B.

Amendment of Section 4. The
last sentence of Section 4 of the Warrant is hereby
deleted.





 




C.

Representations of the Company.
The Company represents and warrants as follows:





 




a.

Organization. The Company is a
corporation duly organized and validly existing under the laws of
the jurisdiction of its incorporation and has all requisite
corporate power and legal authority to own and use its properties
and assets and carry on its business as now conducted and to own
its properties. The Company is not in violation of any of the
provisions of its Certificate of Incorporation or
Bylaws.





 



 







 





 

 




b.

Authorization; Enforcement. The
Company has all corporate right, power and authority to enter into
this Amendment and to consummate the transactions contemplated
hereby and thereby. All corporate action on the part of the
Company, its directors and stockholders necessary for the
authorization, execution, delivery and performance of this
Amendment by the Company, the authorization, sale, issuance and
delivery of the Securities contemplated herein and the performance
of the Company’s obligations hereunder and thereunder has
been taken, other than obtaining the requisite filings necessary to
authorize and effect the issuance of Warrant Shares upon exercise
of the Warrants. This Amendment has been duly executed and
delivered by the Company and constitutes the legal, valid and
binding obligation of the Company, enforceable against the Company
in accordance with its terms, except: (i) as limited by general
equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as
limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and
(iii) insofar as indemnification and contribution provisions may be
limited by applicable law.





 




D.

Representations of Registered
Holder. Registered Holder hereby represents and warrants as
follows:





 




a.

Organization; Authority.
Registered Holder is either an individual or an entity duly
incorporated or formed, validly existing and in good standing under
the laws of the jurisdiction of its incorporation or formation with
full right, corporate, partnership, limited liability company or
similar power and authority to enter into and to consummate the
transactions contemplated by this Amendment and otherwise to carry
out its obligations hereunder. The execution and delivery of this
Amendment and performance by Registered Holder of the transactions
contemplated by this Amendment have been duly authorized by all
necessary corporate, partnership, limited liability company or
similar action, as applicable, on the part of Registered Holder.
This Amendment has been duly executed by Registered Holder, and
when delivered by Registered Holder in accordance with the terms
hereof, shall constitute the valid and legally binding obligation
of Registered Holder, enforceable against it in accordance with its
terms, except: (i) as limited by general equitable principles and
applicable bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting enforcement of
creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or
other equitable remedies and (iii) insofar as indemnification and
contribution provisions may be limited by applicable
law.





 




b.

Registered Holder Status. As of
the date hereof, Registered Holder is an “accredited
investor” as defined in Rule 501 under the Securities Act.
Registered Holder is not a broker-dealer registered under Section
15 of the Exchange Act. Registered Holder is acting alone in its
determination as to whether to invest in the Warrant. Such
Registered Holder is not a party to any voting agreements or
similar arrangements with respect to the Warrant or Warrant Stock.
Except as expressly disclosed in a Schedule 13D or Schedule 13G (or
amendments thereto) filed by Registered Holder with the Securities
and Exchange Commission with respect to the beneficial ownership of
the Company’s Common Stock, Registered Holder is not a member
of a partnership, limited partnership, syndicate, or other group
for the purpose of acquiring, holding, voting or disposing of the
Warrant or Warrant Stock. Each Registered Holder represents and
warrants that it (i) is not and shall not become a party to (A) any
agreement, arrangement or understanding with, and has not given any
commitment or assurance to, any Person as to how such Person, if
serving as a director or if elected as a director of the Company,
shall act or vote on any issue or question (a “Voting
Commitment”) or (B) any Voting Commitment that could limit or
interfere with such Person’s ability to comply, if serving as
or elected as a director of the Company, with such Person’s
fiduciary duties under applicable law; (ii) is not and shall not
become a party to any agreement, arrangement or understanding with
any Person other than the corporation with respect to any direct or
indirect compensation, reimbursement or indemnification in
connection with service or action as a director of the
Company.





 



 







 





 

 




c.

Compliance with Laws.
Registered Holder has complied, or will comply, with the reporting
requirements of the Securities Exchange Act of 1934, as amended,
including, but not limited to, Section 13 and 16 thereunder,
arising from, or in connection with, the transactions contemplated
by this Amendment, the Agreement and the Warrant.





 




E.

Full Force and Effect. All of
the provisions of the Warrant are ratified and confirmed except as
modified by this Amendment.





 




F.

Counterpart. This Amendment may
be executed in counterparts, each of which shall be deemed an
original but all of which together shall be deemed one original.
PDF or facsimile copies of manually executed signature pages to
this Amendment are fully binding and enforceable without the need
for delivery of the original manually executed signature
page.





 




G.

Governing Law. This Amendment
shall be governed by the laws of the state of Delaware, without
giving effect to conflict of law principles.





 




H.

Independent Counsel. Each of
the Registered Holder and the Company represents that it has had
the opportunity to consult with independent counsel concerning
entry into this Amendment, including, but not limited to, any
potential reporting requirements and trading restrictions under the
Securities Exchange Act of 1934, as amended (the
“Exchange
Act”), arising from or in connection with the
transactions contemplated by this Amendment and the Agreement
(including Sections 10, 13 and 16 of the Exchange
Act).





 




I.

Cooperation. Each party hereto
agrees to execute and deliver such additional documents and
instruments and to perform such additional acts as any party may
reasonably request or as may be reasonably necessary or appropriate
to effectuate, consummate and perform any other terms, provisions,
or conditions of this Amendment.





 



[Remainder of page intentionally left blank. Signature page
follows.]

 


 














 






 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized signatories as of
the Effective Date.

 

 


	

 

	
ROOT9B
HOLDINGS, INC.

	

 


	

 

	

 

	

 

	

 


	
 

	
By:  

	
 

	

 


	

 

	Name:	
 

	

 


	

 

	Title:	

 

	

 







 


 


 



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


[SIGNATURE
PAGE FOR REGISTERED HOLDER FOLLOWS]

 


 














 






 


Agreed
to and accepted:


 


 


REGISTERED
HOLDER:


 


By:


 


 

By:
____________________________________ 



Name:


Its: