Exhibit 10.3
ROOT9B HOLDINGS, INC.
WAIVER OF ANTI-DILUTION RIGHTS
Effective May 21, 2017
Whereas, root9B Holdings, Inc. (the “Company”) has approximately $1,600,000 in unsecured convertible promissory notes outstanding (as amended, the “Notes”) that may be converted by the holders thereof into an aggregate of up to approximately 95,238 shares of Common Stock of the Company (“Shares”) and, in connection therewith, warrants (the “Warrants”) to purchase an aggregate of up to 84,666 Shares;
Whereas, the Company wishes to amend the Notes (the “Note Amendment”) to provide for a conversion price not less than $8.00 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 $8.00, 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, as a result of the Note Amendment, the Company may be required to issue an additional 104,762 Shares (the “Additional Shares”) to the holders of the Notes and the Warrants;
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 any Additional Shares issued upon conversion of the Notes and any Additional Shares issued upon exercise of the Warrants 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 Holders: [INVESTOR] By: _______________________________ Name: _____________________________ Its: ________________________________ Acknowledged and agreed by: root9B Holdings, Inc. By: _______________________________ Name: _____________________________ Its: ________________________________ |