0001654954-17-002448 Sample Contracts

AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • March 24th, 2017 • Root9B Holdings, Inc. • Services-management consulting services • Delaware

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.

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AMENDMENT NO. 2 TO SECURED CONVERTIBLE PROMISSORY NOTE
Secured Convertible Promissory Note • March 24th, 2017 • Root9B Holdings, Inc. • Services-management consulting services • Delaware

This Amendment No. 2 (the “Amendment”) to that certain Secured Convertible Promissory Note (the “Note”) issued to the undersigned (the “Holder”) pursuant to that certain Securities Purchase Agreement dated as of September 9, 2016 (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 Note.

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