Exhibit
4.6


 


AMENDMENT
#1 TO THE CONVERTIBLE PROMISSORY NOTE


ISSUED
ON SEPTEMBER 8, 2015


 


THIS
AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON September 8, 2015 (the “Amendment”) is made effective as
of March 9, 2016, by and between Lifelogger Technologies Corp., a Nevada corporation located at 11380 Prosperity Farms Road, Suite
221E, Palm Beach Gardens, FL 33410 (the “Company”), and Old Main Capital, LLC, located at 3109 Stirling Road, Suite
100, Fort Lauderdale, FL 33312 (the “Holder”) (collectively the “Parties”).


 


BACKGROUND


 


A.
The Company and Holder are the parties to that certain convertible note originally issued by the Company to the Holder on September
8, 2015, in the original principal amount of $473,684.00 (the “Note”); and


 


B.
In anticipation of a potential future default by the Company, due to the non-satisfaction of the equity conditions contained in
Section 1 of the Note coupled with the potential inability of the Company to make the bi-weekly cash amortization payments pursuant
to Section 2(e) of the Note, the Parties desire to amend the Note as set forth expressly below.


 


NOW
THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.
The definition of Alternate Conversion Price in Section 1 of the Note shall be replaced in its entirety with the following:


 


“Alternate
Conversion Price” shall mean 60% of the lowest traded price of the Common Stock for the 15 consecutive Trading Days
ending on the Trading Day that is immediately prior to the applicable Conversion Date.”


 


2.
The definition of Amortization Payment Date in section 1 of the Note shall be removed in its entirety.


 


3.
The definition of Equity Conditions in section 1 of the Note shall be removed in its entirety.


 


4.
The title of Section 2 of the Note shall be replaced in its entirety with “Prepayment and Interest.”


 


5.
The 2nd sentence of Section 2(a) of the Note shall be replaced in its entirety with the following:


 


“All
interest payments hereunder will be payable in common stock pursuant to a voluntary conversion, or in cash.”


 


6.
Section 2(e) shall be removed in its entirety.


 


7.
Section 4(b) of the Note shall be replaced in its entirety with the following:


 


“Conversion
Price. The conversion price in effect on any Conversion Date shall be equal to the lesser of the (i) closing price of the
Common Stock on September 8, 2015 (“Fixed Conversion Price”), or (ii) Alternate Conversion Price. All such
determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar
transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit
a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall
have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce
damages pursuant to any other Section hereof or under applicable law.”


 


8.
This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained
in the Note. Except as specifically modified hereby, all of the provisions of the Note, which are not in conflict with the terms
of this Amendment, shall remain in full force and effect.


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.


 


	Lifelogger
    Technologies Corp.	 	Old
    Main Capital, LLC
	 	 	 	 
	By:	/s/
    Stewart Garner	 	By:	/s/
    Mark Rozeboom
	Name:	Stewart
    Garner	 	Name:	Mark
    Rozeboom
	Title:	Chief
    Executive Officer	 	Title:	Managing
    Member


 




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EXHIBIT
A


(see
attached)


 




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