ROOT9B holdings, INC. promises to pay to the order of JOSEPH J. GRANO, JR. (“Payee”), the principal sum of $245,000 (the “Note”) on or before February 9, 2018 (the “Maturity Date”). Interest: Interest will accrue on the unpaid principal amount hereof at the rate of 4% per annum, payable at the Maturity Date. All accrued interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and shall be payable on the date the outstanding principal amount hereof shall become due and payable, whether on the Maturity Date or by acceleration or otherwise. Payments of principal and interest shall be made by check mailed to Payee at its address listed above, or at such other address or by wire transfer in accordance with instructions hereafter designated by Payee to Maker. All payments shall be applied first to interest then due, if any, then to principal. Maker may prepay all or any part of the unpaid principal amount and accrued interest at any time without premium or penalty. Event of Default: If any of the following events (“Events of Default”) occurs: (a) default by Maker of any payment of principal and/or interest hereunder; (b) the filing of any petition or the commencement of any proceedings against Maker for any relief under bankruptcy or insolvency laws, or any laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions, or extension, which proceeding is not dismissed within sixty (60) days; (c) Maker makes a general assignment for the benefit of creditors, or files a voluntary petition in bankruptcy or is adjudicated as bankrupt or insolvent, or files any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or files any answer admitting or not contesting the material allegations of a petition filed against Maker in any such proceeding or seeks or consents to or acquiesce in the appointment of any trustee, receiver or liquidator of Maker; or (d) Maker voluntarily or involuntarily ceases operations; then, and in any such event, subject to the terms herein, (i) upon the occurrence of an Event of Default described in Section 3(b) or 3(c), the unpaid principal amount of this Note, together with accrued interest thereon, shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Maker, and (ii) upon the occurrence and continuation of any other Event of Default, the holder hereof may, upon written notice to Maker, declare the Note to be due and payable, whereupon the principal amount of the Note, together with accrued interest thereon, shall automatically become immediately due and payable, without any other notice of any kind, and without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Maker.