Attached files
Exhibit 10.4
ROOT9B HOLDINGS, INC.
WAIVER OF FINANCIAL COVENANTS
Effective
May 1, 2017
Whereas,
root9B Holdings, Inc. (the “Company”) has issued to the
undersigned Holder a secured convertible promissory note (the
“Note”) pursuant the Securities Purchase Agreement,
dated as of September 9, 2016, by and among the Company and the
Purchasers identified therein;
Whereas,
Section 4(i) of the Note requires that the Company, excluding
IPSA International, Inc., the
Company’s wholly-owned subsidiary
(“IPSA”), maintain a positive Working Capital
(as defined in the Note) of at least $1.00 for each month
end;
Whereas,
Section 4(j) of the Note request that the Company, excluding IPSA,
maintain sufficient cash on hand equal to or greater than the
largest salary payroll paid during the preceding 90 days (after
April 30, 2017 and as adjusted for reductions in work force);
and
Whereas,
Section 11 of the Note requires the consent of the Holder to waive
the Company’s compliance with respect to any covenant
contained in the Note;
Now,
therefore, the undersigned Holder does hereby waive the
Company’s convent to comply with Sections 4(i) and 4(j) of
the Note through July 31, 2017.
[Signature
page follows.]
This
Waiver of Financial Covenants shall be effective as of the date
first set forth above. This Waiver of Financial Covenants 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.
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Holder:
[●]
By:
_______________________________
Name:
_____________________________
Its:
________________________________
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