Exhibit 10.1


 


SETTLEMENT AGREEMENT AND
STIPULATION


 


THIS
SETTLEMENT AGREEMENT and STIPULATION is dated as of November 29, 2016 by and between MyDx, Inc. (“MYDX” or the “Company”),
a corporation formed under the laws of the State of Nevada, and Rockwell Capital Partners, Inc., (“RCP”), a Delaware
Corporation.


 


BACKGROUND:


 


WHEREAS,
there are bona fide outstanding liabilities of the Company in the principal amount of not less than $312,192.43 and


 


WHEREAS,
these liabilities are past due; and


 


WHEREAS,
RCP acquired such liabilities on the terms and conditions set forth in the annexed Claim Purchase Agreement(s), subject however
to the agreement of the Company and compliance with the provisions hereof; and


 


WHEREAS,
RCP and MYDX desire to resolve, settle, and compromise among other things the liabilities as more particularly set forth on Schedule
A and the Claims Purchase Agreements and debt instruments attached and annexed thereto and incorporated herein (hereinafter collectively
referred to as the “Claims”).


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


1.
Defined Terms. As used in this Agreement, the following terms shall have the following meanings specified or indicated
(such meanings to be equally applicable to both the singular and plural forms of the terms defined):


 


"AGREEMENT"
shall have the meaning specified in the preamble hereof.


 


“CLAIM AMOUNT” shall mean $312,192.43.


 



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"COMMON
STOCK" shall mean the Company's common stock, $.001 par value per 1 share, and any shares of any other class of
common stock whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and
when declared) and assets (upon liquidation of the Company).


 


“COURT”
shall mean Circuit Courts within the Twelfth Judicial Circuit of Florida.


 


"DISCOUNT" shall mean forty-five (45%) percent.


 


“SALE
PRICE” shall mean the Sale Price of the Common Stock on the Principal Market.


 


"MARKET
PRICE" on any given date shall mean the lowest Sale Price during the Valuation Period.


 


"PRINCIPAL
MARKET" shall mean the Nasdaq National Market, the Nasdaq SmallCap Market, the Over the Counter Bulletin Board, QB marketplace,
QX Marketplace, OTC Pink, the American Stock Exchange or the New York Stock Exchange, whichever is at the time the principal trading
exchange or market for the Common Stock.


 


"PURCHASE
PRICE" shall mean the Market Price during the Valuation Period (or such other date on which the Purchase Price is calculated
in accordance with the terms and conditions of this Agreement) less the product of the Discount and the Market Price.


 


“SELLER”
shall mean any individual or entity listed on Schedule A, who originally owned the Claims.


 


"TRADING
DAY" shall mean any day during which the Principal Market shall be open for business.


 


“TRADING
PERIOD” shall mean Trading Days during the Valuation Period.


 


"TRANSFER AGENT" shall mean the transfer agent
for the Common Stock (and to any substitute or replacement transfer agent for the Common Stock upon the Company's appointment
of any such substitute or replacement transfer agent).


 



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"VALUATION
PERIOD" shall mean the seven (7) day trading period preceding the share request inclusive of the day of any Share Request
pursuant to this agreement (the “trading period”); provided that the Valuation Period shall be extended as necessary
in the event that (1) the Initial Issuance is delivered in more than one tranche pursuant to Sections 3(a) and 3(e), and/or (2)
one or more Additional Issuances is required to be made pursuant to Section 3(d) below, in which case the Valuation Period for
each issuance shall be extended to include additional trading days pursuant to such issuance. The Valuation Period shall begin
on the date of any Share Request pursuant to this Agreement, but shall be suspended to the extent that any subsequent Initial
Issuance tranche and/or Additional Issuance is due to be made until such date as such Initial Issuance tranche and/or Additional
Issuance is delivered to RCP pursuant to Section 3(b)(iii). Any period of suspension of the Valuation Period shall be established
by means of a written notice from RCP to the Company.


 


2. Fairness
Hearing. Upon the execution hereof, Company and RCP agree, pursuant to Section 3(a)(10) of the Securities Act of 1933 (the
“Act”), to immediately submit the terms and conditions of this Agreement to the Court for a hearing on the fairness
of such terms and conditions, and the issuance exempt from registration of the Settlement Shares. This Agreement shall become
binding upon the parties only upon entry of an order by the Court substantially in the form annexed hereto as Exhibit A (the “Order”).


 


3. Settlement
Shares. Following entry of an Order by the Court in accordance with Paragraph 2 herein and the execution by RCP and Company
of the Stipulation and Order of Dismissal (as defined below) subject to paragraph 7 herein, Company shall issue and deliver to
RCP shares of its Common Stock (the “Settlement Shares”) as follows:


 





a.
In settlement of the Claims, Company shall initially issue and deliver to RCP, in one or more tranches as necessary
subject to paragraph 3(f) herein, shares of Common Stock (the “Initial Issuance”), subject to adjustment and
ownership limitations as set forth below, sufficient to satisfy the compromised amount at a forty-five percent (45%) discount
to market (the total amount of the claims divided by 55%) based on the market price during the valuation period as defined
herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the
“settlement shares”). The Company shall also issue to RCP, on the issuance date(s), One Million (1,000,000)
freely trading shares pursuant to Section 3(a)(10) of the Securities Act in accordance herewith as a settlement fee.


 






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b.
No later than the first business day following the date that the Court enters the Order, time being of the essence,
Company shall: (i) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to
Company’s stock transfer agent in the form annexed hereto as Exhibit B; and (ii) within three (3) days thereof, issue
and deliver to RCP Settlement Shares and settlement fee shares in one or more tranches as necessary, without any legends or
restrictions on transfer, sufficient to satisfy the compromised amount along with settlement fee shares, through the issuance
of freely trading securities issued pursuant to Section 3(a)10 of the Securities Act. Pursuant to this agreement, RCP may
deliver a request to MYDX either directly or through Company’s Transfer Agent pursuant to Exhibit “B” which
states the dollar amount (designated in U.S. dollars) of Common Stock to be issued to RCP (the “Share Request”).
The date upon which the first tranche of the Initial Issuance shares along with any shares issued as a settlement fee have
been received into RCP’s account and are available for sale by RCP shall be referred to as the “Issuance
Date”. In the event that Company is delinquent on issuance of shares of stock to RCP pursuant to the terms and
conditions of this Section 3 within five (5) business days of a request for issuance of shares pursuant to Court Order
Granting Approval of this Settlement Agreement, then the Discount shall be increased by five percent (5%), as well as an
additional five percent (5%) for each additional delinquency of five (5) Trading Days up to a maximum Discount of ninety
percent (90%) until all Settlement Shares and settlement fee shares have been received by RCP and Company has fully complied
with all terms and conditions and obligations pursuant to this Settlement Agreement and Stipulation.


 






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c.
During the Valuation Period, the Company shall deliver to RCP, through the Initial Issuance and any required
Additional Issuance subject to paragraph 3(f) herein that number of shares (the “Final Amount”) with an aggregate
value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of
Settlement Shares along with any settlement fee shares to be issued pursuant to this Agreement is indeterminable as of the
date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its
execution.


 


d.
If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the
Issuance Date, Company will immediately cause to be issued and delivered to RCP in accordance with the provisions of Section
3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an
“Additional Issuance”), subject to the limitation in the paragraph below. At the end of the Valuation Period, if
the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, RCP shall promptly deliver any
remaining shares to Company or its transfer agent for cancellation.


 






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e.
Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement
Shares along with settlement fee shares beneficially owned
by RCP at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company
then beneficially owned by RCP, or deemed beneficially owned by RCP, would result in RCP owning more than 4.99% of all of
such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and
the regulations promulgated thereunder. In compliance therewith, the Company agrees to deliver the Initial Issuance and any
Additional Issuances in one or more tranches.


  


f.
For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant
to any Share Request shall be rounded up to the nearest decimal place of .00001.


 


4. Necessary
Action. At all times after the execution of this Agreement and entry of the Order by the Court, each party hereto agrees to
take or cause to be taken all such necessary action including, without limitation, the execution and delivery of such further
instruments and documents, as may be reasonably requested by any party for such purposes or otherwise necessary to effect and
complete the transactions contemplated hereby.


 


5. Releases. Upon
receipt of all of the Settlement Shares and settlement fee shares for and in consideration of the terms and conditions of
this Agreement, and except for the obligations, representations, indemnifications pursuant to paragraph 15 herein and
covenants arising or made hereunder or a breach hereof, the parties hereby release, acquit and forever discharge the other
and each, every and all of their current and past officers, directors, shareholders, affiliated corporations, subsidiaries,
agents, employees, representatives, attorneys, predecessors, successors and assigns (the “Released Parties”), of
and from any and all claims, damages, cause of action, suits and costs, of whatever nature, character or description, whether known
or unknown, anticipated or unanticipated, which the parties may now have or may hereafter have or claim to have against each
other with respect to the Claims. Nothing contained herein shall be deemed to negate or affect RCP’s right and title to
any securities heretofore issued to it by Company or any subsidiary of Company.


 






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6.
Representations. Company hereby represents, warrants and covenants to RCP as follows:


 


a.
There are Three Hundred Seventy Five Million (375,000,000) shares of Common Stock of the Company authorized as April
27, 2016, of which as of October 12, 2016 approximately One Hundred Fifty Million Four Hundred Ninety Nine Thousand Nine
Hundred Twenty Three (150,499,923), Shares of Common Stock are issued and outstanding; and approximately Two Hundred Twenty
Four Million Five Hundred Thousand Seventy Seven (224,500,077) Shares of Common Stock are available for issuance pursuant
hereto;


 


b.
The shares of Common Stock to be issued pursuant to the Order are duly authorized, and when issued will be duly and
validly issued, fully paid and non-assessable, free and clear of all liens, encumbrances and preemptive and similar rights to
subscribe for or purchase securities;


 


c.
The shares will be exempt from registration under the Securities Act and issuable without any restrictive legend;


 


d.
The Company shall reserve from its duly authorized capital stock a number of shares of Common Stock at least equal to
the greater of the number of shares that could be issued pursuant to the terms of the Order and that Company shall reserve at
its transfer agent, at a minimum, Five Hundred Million (500,000,000) shares during the Valuation Period in order to ensure
that it can properly carry out the terms of this agreement, which may only be released to Company once all of the Settlement
Shares and settlement fee shares have been delivered and converted pursuant to this agreement and Company’s obligations
are otherwise fully satisfied or there has otherwise been a default pursuant to the terms of this agreement;


 






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e.
If at any time it appears reasonably likely that there may be insufficient authorized shares to fully comply with the
Order, Company shall promptly increase its authorized shares to ensure its ability to timely comply with the Order;


 


f.
The execution of this Agreement and performance of the Order by Company and RCP will not (1) conflict with, violate or
cause a breach or default under any agreements between Company and any creditor (or any affiliate thereof) related to the
account receivables comprising the Claims, or (2) require any waiver, consent, or other action of the Company or any
creditor, or their respective affiliates, that has not already been obtained;


 


g.
Without limitation, the Company hereby waives any provision in any agreement related to the account receivables
comprising the Claims requiring payments to be applied in a certain order, manner, or fashion, or providing for exclusive
jurisdiction in any court other than this Court;


 


h.
The Company has all necessary power and authority to execute, deliver and perform all of its obligations under this
Agreement;


 


i.
The execution, delivery and performance of this Agreement by Company has been duly authorized by all requisite action
on the part of Company and its Board of Directors (including a majority of its independent directors), and this Agreement has
been duly executed and delivered by Company;


 


j.
Company did not enter into the transaction giving rise to the Claims in contemplation of any sale or distribution of
Company’s common stock or other securities;


 






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k.
There has been no modification, compromise, forbearance, or waiver entered into or given with respect to the Claims.
There is no action based on the Claims that is currently pending in any court or other legal venue, and no judgments based
upon the Claims have been previously entered in any legal proceeding;


 


l.
There are no taxes due, payable or withholdable as an incident of Seller’s provision of goods and services, and
no taxes will be due, payable or withholdable as a result of settlement of the Claims;


 


m.
Seller was not and within the past ninety (90) days has not been directly or indirectly through one or more
intermediaries in control, controlled by, or under common control with, the Company and is not an affiliate of the Company as
defined in Rule 144 promulgated under the Act;


 


n.
Company is operational and is a non-shell company within the meaning of Rule 405 and all applicable Securities Rules
and Registration pertaining thereto;


 


o.
Company represents that Seller is not, directly or indirectly, utilizing any of the proceeds received from RCP for
selling the Claims to provide any consideration to or invest in any manner in the Company or any affiliate of the
Company;


 


p.
Company has not received any notice (oral or written) from the SEC or Principal Market regarding a halt, limitation or
suspension of trading in the Common Stock; and


 


q.
Seller will not, directly or indirectly, receive any consideration from or be compensated in any manner by, the
Company, or any affiliate of the Company, in exchange for or in consideration of selling the Claims;








 






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r.
Company represents that none of the services provided or to be provided which gave rise to the Claims were or are
services related to promoting the Company’s Securities or that may be considered investor relations services;


 


s.
Company represents that each Claim being purchased pursuant hereto is a bona-fide Claim against the Company and that
the invoices or written contract(s)/promissory notes underlying each Claim are accurate representations of the nature of the
debt and the amounts owed by the Company to Seller and that the goods or services which are the subject of the Claims being
purchased have been received or rendered;


 


t.
Company acknowledges that RCP or its affiliates may from time to time, hold outstanding securities of the Company
which may be convertible in shares of the Company’s common stock at a floating conversion rate tied to the current
market price for the stock. The number of shares of Common Stock issuable pursuant to this Agreement may increase
substantially in certain circumstances, including, but not necessarily limited to the circumstance wherein the trading price
of the Common Stock declines during the Valuation Period. The Company’s executive officers and directors have studied
and fully understand the nature of the transaction contemplated by this Agreement and recognize that they have a potential
dilutive effect. The board of directors of the Company has concluded in its good faith business judgment that such
transaction is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the
Settlement Shares along with settlement fee shares is binding upon the Company and enforceable regardless of the dilution
such issuance may have on the ownership interests of other shareholders of the Company. The Board of Directors of the Company
has further given its consent for each conversion of shares of stock pursuant to this agreement and agrees and consents that
same may occur below the par value of the Company’s Common Stock if applicable.


 






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u.
None of the transactions agreements or proceedings described above is part of a plan or scheme to evade the
registration requirements of the Securities Act and MYDX and RCP are acting and has acted in an arms length capacity.


 


7. Continuing
Jurisdiction. Simultaneously with the execution of this Agreement, the attorneys representing the parties hereto will execute
a stipulation of dismissal substantially in the form annexed hereto as Exhibit C (the “Stipulation of Dismissal”).
The parties hereto expressly agree that said Stipulation of Dismissal shall not be filed, but shall be held in escrow by counsel
for RCP, until such time that Company has fully complied with all of its obligations pursuant to this Settlement Agreement and
Stipulation. In order to enable the Court to grant specific enforcement or other equitable relief in connection with this Agreement,
(a) the parties consent to the jurisdiction of the Court for purposes of enforcing this Agreement, and (b) each party to this
Agreement expressly waives any contention that there is an adequate remedy at law or any like doctrine that might otherwise preclude
injunctive relief to enforce this Agreement.


 


8.
Conditions Precedent/ Default.


 


a.
If Company shall default in promptly delivering the Settlement Shares to RCP in the form and mode of delivery as
required by Paragraphs 2, 3, 4 and 6 herein or otherwise fail in any way to fully comply with the provisions thereof;


 


b.
If the Order shall not have been entered by the Court on or prior to ninety (90) days after execution of this
agreement;


 


c.
If the Company shall fail to comply with the Covenants set forth in Paragraph 14 hereof;


  






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d.
If Bankruptcy, dissolution, receivership, reorganization, insolvency or liquidation proceedings or other proceedings
for relief under any bankruptcy law or any law for the relief of debtors or other legal proceedings for any reason shall be
instituted by or against the Company; or if the trading of the Common Stock shall have been halted, limited, or suspended by
the SEC or on the Principal Market; or trading in securities generally on the Principal Market shall have been suspended or
limited; or, minimum prices shall been established for securities traded on the Principal Market; or the Common Stock is not
eligible or unable to be deposited for trade on the Principal Market; or the Company is delinquent or has not made its
required Securities and Exchange Commission filings; or if any time, the Market Price for the Company’s Common Stock
drops to at or below .01; or there shall have been any material adverse change (i) in the Company’s finances or
operations, or (ii) in the financial markets such that, in the reasonable judgment of the RCP, makes it impracticable or
inadvisable to trade the Settlement Shares along with any settlement fee shares; and such suspension, limitation or other
action is not cured within five (5) Trading Days; then the Company shall be deemed in default of the Agreement and Order and
this Agreement and/or any remaining obligations of RCP pursuant to this Agreement shall be voidable in the sole discretion of
RCP, unless otherwise agreed by written agreement of the parties;


 


e.
In the event that the Company fails to fully comply with the conditions precedent as specified in paragraph 8 a.
through d. herein, then the Company shall be deemed in default of the agreement and RCP, at its option and in its sole
discretion, may declare Company to be in default of the Agreement and Order, and this Agreement and/or any remaining
obligations of RCP pursuant to this Agreement shall be voidable in the sole discretion of RCP, unless otherwise agreed by
written agreement of the parties. In said event, RCP shall have no further obligation to comply with the terms of this
agreement and can thus opt out of making any remaining payments, if applicable, not previously made to creditors as
contemplated by the Claims Purchase Agreement as referenced in schedule A. In the event Company is declared to be in default,
Company shall remain fully obligated to comply with the terms of this Settlement Agreement and Stipulation for issuance of
shares of stock to RCP for any amount of debt previously purchased and paid for by RCP pursuant to the terms of this
Settlement Agreement and Stipulation, Schedule A, as well as Order Approving same along with all settlement fee shares
required hereby. In the event that Company is declared to be in default of this Agreement prior to successful deposit and
clearance of the Settlement Shares and/or settlement fee shares, Company shall further remain fully obligated for issuance of
all settlement fee shares pursuant to paragraph 3(a) herein.


 






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9. Information.
Company and RCP each represent that prior to the execution of this Agreement, they have fully informed themselves of its terms,
contents, conditions and effects, and that no promise or representation of any kind has been made to them except as expressly
stated in this Agreement.


 


10. Ownership
and Authority. Company and RCP represent and warrant that they have not sold, assigned, transferred, conveyed or otherwise
disposed of any or all of any claim, demand, right, or cause of action, relating to any matter which is covered by this Agreement,
that each is the sole owner of such claim, demand, right or cause of action, and each has the power and authority and has been
duly authorized to enter into and perform this Agreement and that this Agreement is the binding obligation of each, enforceable
in accordance with its terms.


 


11. No
Admission. This Agreement is contractual and it has been entered into in order to compromise disputed claims and to
avoid the uncertainty and expense of the litigation. This Agreement and each of its provisions in any orders of the
Court relating to it shall not be offered or received in evidence in any action, proceeding or otherwise used as an admission
or concession as to the merits of the Action or the liability of any nature on the part of any of the parties hereto except
to enforce its terms.


 






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12. Binding
Nature. This Agreement shall be binding on all parties executing this Agreement and their respective successors, assigns and
heirs.


 


13. Authority
to Bind. Each party to this Agreement represents and warrants that the execution, delivery and performance of this Agreement
and the consummation of the transactions provided in this Agreement have been duly authorized by all necessary action of the respective
entity and that the person executing this Agreement on its behalf has the full capacity to bind that entity. Each party further
represents and warrants that it has been represented by independent counsel of its choice in connection with the negotiation and
execution of this Agreement, and that counsel has reviewed this Agreement. Company further represents and warrants that they have
had corporate legal counsel review and agree to the terms of this Agreement independent of counsel of their choosing to represent
Company at any fairness hearing or hearings to approve this Agreement.


 


14.
Covenants.


 


a.
For so long as RCP or any of its affiliates holds any shares of Common Stock, neither Company nor any of its
affiliates shall vote any shares of Common Stock owned or controlled by it (unless voting in favor of a proposal approved by
a majority of Company’s Board of Directors), or solicit any proxies or seek to advise or influence any person with
respect to any voting securities of Company; in favor of (1) an extraordinary corporate transaction, such as a
reorganization, reverse stock split or liquidation, involving Company or any
of its subsidiaries, (2) a sale or transfer of a material amount of assets of Company or any of its subsidiaries, (3) any
material change in the present capitalization or dividend policy of Company, (4) any other material change in Company’s
business or corporate structure, (5) a change in Company’s charter, bylaws or instruments corresponding thereto (6)
causing a class of securities of Defendant to be delisted from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered national securities association, (7) causing a class of equity
securities of Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended, (8) terminating its Transfer Agent (9) taking any action which would impede the purposes
and objects of this Settlement Agreement or (10) taking any action, intention, plan or arrangement similar to any of those
enumerated above. Nothing in this section shall be deemed to exclude strategic decisions by Company made in an effort to
expand the Company except as expressly stated herein. The provisions of this paragraph may not be modified or waived without
further order of the Court.


 






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b.
RCP hereby covenants that they have not provided any funds or other consideration to the Company and have no intent to
do so. In no event shall any of the funds received from the sale of shares of the Company in reliance upon the Court Order be
used to provide any consideration to the Company or any affiliate of the Company.


 


c.
RCP has utilized the services of Meyers Associates, L.P. as a placement agent in this transaction and RCP has not and
is not acting as a broker dealer in such capacity in this transaction pursuant to Section 15 of the Securities Exchange Act
of 1934. Meyers Associates, L.P. has performed due diligence on the debts associated with this transaction, negotiated the
terms hereof and arranged for RCP to place their capital in this transaction. Rockwell Capital Partners, Inc., through the
transactions, agreements or proceedings above are not a part of a plan or scheme or evade the registration requirements of
Section 15 of the Securities Exchange Act of 1934 or any other applicable provisions.


 






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15. Indemnification.
Company covenants and agrees to indemnify, defend and hold RCP and its agents, employees, representatives, officers,
directors, stockholders, controlling persons and affiliates harmless arising from or incident or related to this
Agreement, including, without limitation and not limited to any claim or action brought derivatively or by the Seller or
Shareholders of the Company and further, harmless against any charges, claims, suits, losses, expenses, damages, obligations,
fines, judgments, liabilities, costs and expenses (including actual costs of investigation and reasonable attorney’s
fees) whether brought by an individual or entity or imposed by a court of law or by administrative action of any Federal,
State or Local governmental body or agency, administrative agency or regulatory authority related to arising in any manner
out of, based upon or in connection with (a) any untrue statement or alleged untrue statement of a material fact made by the
Company or any omission or alleged omission of the Company to state a material fact required to be stated herein or in any
seller document or necessary to make the statements therein not misleading or (b) the inaccuracy or breach of any covenant,
representation or warranty made by the Company contained herein or in any seller document or (c) any transaction, proposal or
any other matter contemplated herein. The Company will promptly reimburse the indemnified parties for all expenses (including
reasonable fees and expenses of legal counsel) as incurred in connection with the investigation of, preparation for or
defense of any pending or threatened claim related to or arising in any manner out of any matter contemplated by this
Agreement, or any action or proceeding arising therefrom, whether or not such indemnified party is a formal party to any such
proceeding. This Agreement specifically includes, but is not limited to the foregoing concerning any claim that
Rockwell Capital Partners is in violation of or has violated Section 5 of the Securities Act of 1933, as amended, for
unlawful or unauthorized sale of securities based upon Rockwell Capital Partners, Inc.’s reliance on representations of
Company or misrepresentations of Company pursuant to (a), (b) or (c) herein and/or that any payments made by RCP to
Creditors were fraudulent, based upon false instruments provided to RCP or not bona fide claims within the meaning of Section
3(a)(10) of the Securities Act of 1933 . Notwithstanding the foregoing, the Company shall not be liable in respect of any
claims that a court of competent jurisdiction has judicially determined by final judgment (and the time to appeal has expired
or the last right of appeal of has been denied) which resulted solely or in part from the willful misconduct of an
indemnified party or the willful violation of any securities law or regulations by the indemnified party. The Company further
agrees that it will not, without the prior written consent of Rockwell Capital Partners, settle, compromise or consent to the
entry of any judgment in any pending or threatened proceeding in respect of which indemnification may be sought hereunder
(whether or not Rockwell Capital Partners or any indemnified party is an actual or potential party to such proceeding),
unless such settlement, compromise or consent includes an unconditional release of Rockwell Capital Partners and each other
indemnified party hereunder from all liability arising out of such proceeding. In order to provide for just and equitable
contribution in any case in which (i) an Indemnified Party is entitled to indemnification pursuant to this Indemnification
Agreement but it is judicially determined by the entry of a final judgment decree by a court of competent jurisdiction and
(the time to appeal has expired or the last right of appeal has been denied) that such indemnification may not be enforced in
such case, or (ii) contribution may be required by the Company in circumstances for which an Indemnified Party is otherwise
entitled to indemnification under the Agreement, then, and in each such case, the Company shall contribute to the aggregate
losses, Claims and damages and/or liabilities in an amount equal to the amount for which indemnification was held
unavailable.


 






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The
Company further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or
otherwise) to the Company for or in connection with Rockwell’s agreement hereunder except for Claims that a court of competent
jurisdiction shall have determined by final judgment (and the time to appeal has expired or the last right of appeal has been
denied) resulted solely or in part from the willful misconduct of such Indemnified Party or the willful violation of any securities
laws or regulations by an Indemnified Party. The indemnity, reimbursement and contribution obligations of the Company set forth
herein shall be in addition to any liability which the Company may otherwise have and shall be binding upon and inure to the benefit
of any successors, assigns, heirs and personal representatives of the Company or an Indemnified Party.


 


16. Legal
Effect. The parties to this Agreement represent that each of them has been advised as to the terms and legal effect of this
Agreement and the Order provided for herein, and that the settlement and compromise stated herein is final and conclusive forthwith,
shall supersede all prior written or oral between the parties, subject to the conditions stated herein, and each attorney represents
that his or her client has freely consented to and authorized this Agreement after having been so advised.


 


17. Mutual
Drafting. Each party has participated jointly in the drafting of this Agreement which each party acknowledges is the
result of negotiation between the parties and through placement agent Meyers Associates, L.P., and the language used in this
Agreement shall be deemed to be the language chosen by the parties to express their mutual intent. If ambiguity or
question of intent or interpretation arises, then this Agreement will accordingly be construed as drafted jointly by the
parties, and no presumption or burden of proof will arise favoring or disfavoring any party to this Agreement by virtue of
the authorship of any of the provisions of this Agreement.


 






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18.
Waiver of Defense. Each party hereto waives a statement of decision, and the right to appeal from the Order after its entry.
Company further waives any defense based on the rule against splitting causes of action. The prevailing party in any motion to
enforce the Order shall be awarded its reasonably attorney fees and expenses in connection with such motion. Except as expressly
set forth herein, each party shall bear its own attorneys’ fees, expenses and costs.


  


19. Signatures.
This Agreement may be signed in counterparts and the Agreement, together with its counterpart signature pages, shall be deemed
valid and binding on each party when duly executed by all parties. Facsimile and electronically scanned signatures shall be deemed
valid and binding for all purposes. This Agreement may be amended only by an instrument in writing signed by the party to be charged
with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect
to the subject matter hereof.


 


20. Choice
of Law, Etc. Notwithstanding the place where this Agreement may be executed by either of the parties, or any other factor,
all terms and provisions hereof shall be governed by and construed in accordance with the laws of the State of Florida, applicable
to agreements made and to be fully performed in that State and without regard to the principles of conflicts of laws thereof.
Any action brought to enforce, or otherwise arising out of this Agreement shall be brought only in State Court sitting
in any Circuit Courts within the Twelfth Judicial Circuit of Florida..


 






    	 	18	 



     

    

 


21. Inconsistency.
In the event of any inconsistency between the terms of this Agreement and any other document executed in connection herewith,
the terms of this Agreement shall control to the extent necessary to resolve such inconsistency.


 


22.
NOTICES. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and
shall be deemed effectively given on the earliest of


 


(a) the
date delivered, if delivered by personal delivery as against written receipt therefore or by confirmed facsimile transmission,


 


(b) the
fifth business day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or


 


(c) the
second business day after mailing by domestic or international express courier, with delivery costs and fees prepaid,


 


(d)
delivery by email upon delivery, 


 


in each case, addressed to each of the other parties thereunto entitled at the
following addresses (or at such other addresses as such party may designate by ten (10) days’ advance written notice
similarly given to each of the other parties hereto):


 


Company:


 


MyDx,
Inc.


6335
Ferris Square, Suite B 

San Diego, CA 92121


Attn:
_____________________


Telephone
No.: ____________________


E-mail:
____________________


 


with
a copy to:


 


Lucosky
Brookman, LLP


101
Wood Avenue South


Iselin, NJ 08830


(732)395-4400 (phone)


732-395-4401
(fax)


 


Rockwell
Capital Partners, Inc.


Attn:
_______________________





919
N. Market Street, Suite 1401


Wilmington, DE 19801


Telephone:
305-351-7728


Email:
documents @rockwellcp.com


 


And





 


Charles
N. Cleland, Jr., P.A.


2127
Ringling Boulevard, Suite 104


Sarasota, Florida 34237


(941)
955-1595 phone


(941)
953-7185 facsimile


Florida Bar No. 0896195


ccleland@clelandpa.com
email


  



    	 	19	 



     

    

 


IN
WITNESS WHEREOF, the parties have duly executed this Settlement Agreement and Stipulation as of the date first indicated
above.


 


	 	Rockwell
    Capital Partners, Inc.
	 	 
	 	By:
    	      
	 	Name:
    	 
	 	Title:
    	 
	 	 	 
	 	MyDx,
    Inc.
	 	 	 
	 	By:	/s/
    Daniel Yazbeck
	 	Name:
    	Daniel
    Yazbeck
	 	Title:
    	CEO










 






    	 	20	 



     

    

 


Affiliates


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	 	21	 



     

    

 


EXHIBIT
A


 


IN
THE CIRCUIT COURT OF THE TWELFTH JUDICIAL CIRCUIT


IN
AND FOR ____________ COUNTY, FLORIDA


 


Rockwell
Capital Partners, Inc.,


a
Delaware Corporation,


Plaintiff,


 


	v.	Case No.




 


MyDx,
Inc.,


a
Nevada Corporation,


Defendant.


_______________________________/


 


ORDER
GRANTING APPROVAL OF


SETTLEMENT
AGREEMENT AND STIPULATION


 


This
matter having come on for a hearing on the ____ day of _____________, 2016, to approve the Settlement Agreement entered into as
of ___________ ___, 2016, between Plaintiff, Rockwell Capital Partners, Inc. (“Plaintiff”) and Defendant, MyDx, Inc.
(“Defendant” and collectively with Plaintiff, the “Parties”), and the Court having held a hearing as to
the fairness of the terms and conditions of the Settlement Agreement and Stipulation and being otherwise fully advised in the
premises, the Court hereby finds as follows:


 


1.
The Court has been advised that the Parties intend that the sale of the Shares (as defined by the Settlement Agreement and, hereinafter,
the “Shares”) to and the resale of the Shares by Plaintiff in the United States, assuming satisfaction of all other
applicable securities laws and regulations, will be exempt from registration under the Securities Act of 1933 (the “Securities
Act”) in reliance upon Section 3(a)(10) of the Securities Act based upon this Court’s finding herein that the terms
and conditions of the issuance of the Shares by Defendant to Plaintiff are fair to Plaintiff;


 




    	 	22	 



     

    

 


2. The
hearing having been scheduled upon the consent of Plaintiff and Defendant, Plaintiff has had adequate notice of the hearing and
Plaintiff is the only party to whom Shares will be issued pursuant to the Settlement Agreement;


 


3. The
terms and conditions of the issuance of the Shares in exchange for the release of certain claims as set forth in the Settlement
Agreement are fair to Plaintiff, the only party to whom the Shares will be issued;


 


4. The
fairness hearing was open to Plaintiff. Plaintiff was represented by counsel at the hearing who acknowledged that adequate notice
of the hearing was given and consented to the entry of this Order.


 


It
is hereby ORDERED AND ADJUDGED that the Settlement Agreement and Stipulation is hereby approved as fair to the party to whom the
Shares will be issued, within the meaning of Section 3(a)(10) of the Securities Act and that the sale of the Shares to Plaintiff
and the resale of the Shares in the United States by Plaintiff, assuming satisfaction of all other applicable securities laws
and regulations, will be exempt from registration under the Securities Act of 1933. The Settlement Agreement and Stipulation entered
into between the parties is hereby approved and the parties are ordered to comply with same. The Circuit Court of the Twelfth
Judicial Circuit in and for ___________ County, Florida reserves jurisdiction over the parties to this action as well as the subject
matter herein for purposes of contempt and enforcement of the Settlement Agreement and Stipulation as well as for such other purposes
as allowed by law.


 


SO
ORDERED, this ___ day of ___________, 2016.


 





		 	 	 
	 	 	The Honorable                                                                   	 





 


Conformed
copies to:


Charles
N. Cleland, Jr., Esq. and Michael G. Brown, Esq.


 




    	 	23	 



     

    

 


EXHIBIT
B


 


[To
be reprinted on Company letterhead]


 


DATE


 


Nevada
Agency and Transfer Company


50
W. Liberty St


Reno,
NV 89501


 


Ladies
and Gentlemen:


 


MyDx,
Inc (the "Company") and Rockwell Capital Partners Inc (the "Investor") have entered into a 3(a)(10) Settlement
dated as of DATE (the "Agreement") in the principal amount of $AMOUNT (the "Settlement").


 


A
copy of the settlement is attached hereto. You should familiarize yourself with your issuance and delivery obligations, as Transfer
Agent, contained therein. The shares to be issued are to be registered in the names of the registered holder of the securities
submitted for conversion or exercise.


 


You
are hereby irrevocably authorized and instructed to reserve a sufficient number of shares of common stock (“Common Stock”)
of the Company (initially, 500,000,000 Shares for this specific transaction) for issuance upon full conversion of the Settlement
in accordance with the terms thereof. In the event of a reverse stock split the reserve should remain unchanged unless instructed
by the Investor and the Company.


 


The
ability to convert the Settlement in a timely manner is a material obligation of the Company pursuant to the Settlement. Your
firm is hereby irrevocably authorized and instructed to first issue shares of Common Stock of the Company (without any restrictive
legend) to the Investor from the Company’s authorized and unissued shares to the extent the same are available and not from
the Transfer Agent Reserve (unless and until there are no authorized shares of Common Stock available for issuance other than
those held in the Transfer Agent Reserve) without any further action or confirmation by the Company: (A) upon your receipt
from the Investor of: (i) a notice of conversion ("Conversion Notice") executed by the Investor; and (ii) an opinion
of counsel of the Investor, in form, substance and scope customary for opinions of counsel in comparable transactions (and satisfactory
to the transfer agent), to the effect that the shares of Common Stock of the Company issued to the Investor pursuant to the Conversion
Notice are not "restricted securities" as defined in Rule 144 and should be issued to the Investor without any restrictive
legend; and (B) the number of shares to be issued is less than 4.99% of the total issued common stock of the Company confirmed
by a representation letter from Rockwell Capital Partners stating that the shares issued will keep Rockwell Capital Partners ownership
below 4.99% and no other confirmation will be necessary. The representation letter signed by Rockwell Capital Partners stating
they are below 4.99% ownership will be sufficient to issue the requested shares.


 


The
Company hereby requests that your firm act immediately, without delay and without the need for any action or confirmation by
the Company with respect to the issuance of Common Stock pursuant to any Conversion Notices received from the Investor. The
request shall be honored and shares issued within 48 hours. The Investor understands and acknowledges that in the event that
the Company is delinquent in billing with Nevada Agency and Transfer Company, they will honor conversion requests with
the additional payment of $200.00 per request.


 






    	 	24	 



     

    

 


The
Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them
harmless from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements
of its attorneys) incurred by or asserted against you or any of them arising out of or in connection the instructions set forth
herein, the performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending
yourself or themselves against any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters
in respect of which it is determined that you have acted with gross negligence or in bad faith. You shall have no liability to
the Company in respect to any action taken or any failure to act in respect of this if such action was taken or omitted to be
taken in good faith, and you shall be entitled to rely in this regard on the advice of counsel.


 


The
Board of Directors of the Company has approved the foregoing (irrevocable instructions) and does hereby extend the Company’s
irrevocable agreement to indemnify your firm for all loss, liability or expense in carrying out the authority and direction herein
contained on the terms herein set forth.


 


The
Company agrees that in the event that the Transfer Agent resigns as the Company’s transfer agent, the Company shall engage
a suitable replacement transfer agent that will agree to serve as transfer agent for the Company and be bound by the terms and
conditions of these Irrevocable Instructions within five (5) business days. Furthermore, if the company decides to switch or terminate
the current Transfer Agent, 30 day notice of termination must be given, and the fee for the irrevocable agreement transfer will
be $350.00 per irrevocable agreement payable to the current transfer agent prior to termination.


 


You
are also authorized to release any information you deem necessary towards processing clearing and settlement of the shares arising
from this reservation.


 


The
Investor is intended to be and are third party beneficiaries hereof, and no amendment or modification to the instructions set
forth herein may be made without the consent of the Investor.


 


	 	Very
    truly yours,
	 	 
	 	 
	 	 
	 	Chief
    Executive Officer




 


Acknowledged
and Agreed:


 


Nevada
Agency and Transfer Company 


 


	By:	 	 
	Name:
    	 	 
	Title:
    	 	 




  






    	 	25	 



     

    

 




EXHIBIT
C


 


IN
THE CIRCUIT COURT OF THE TWELFTH JUDICIAL CIRCUIT


IN
AND FOR____________COUNTY, FLORIDA


 


Rockwell
Capital Partners, Inc.,


a Delaware Corporation,


Plaintiff,


 


	v.	Case
    No.
	 	 
	MyDx,
    Inc.	 
	a
    Nevada Corporation,	 
	Defendant.	 
	                                                                    /	 


 


STIPULATION
AND ORDER OF DISMISSAL


 


IT
IS HEREBY STIPULATED AND AGREED, by and between the undersigned, the attorneys of record for all the parties to the above-entitled
action, pursuant to the Florida Rules of Civil Procedure, that whereas no party hereto is an infant or incompetent person for
whom a committee has been appointed or conservatee and no person not a party has an interest in the subject matter of the action,
the above-entitled action be, and the same hereby is, dismissed, each party to bear its own costs.


 


Dated:
_______________________, 2016.


 


	 	 	 
	Charles
    N. Cleland, Jr., Esq.	 	Michael
    G. Brown, Esquire
	CHARLES
    N. CLELAND, JR., P.A.	 	P.O.
    Box 19702
	Florida
    Bar No. 0896195	 	Sarasota,
    Florida 34237
	2127
    Ringling Blvd., Suite 104	 	941-780-1300
    (phone)
	Sarasota,
    Florida 34237	 	941-296-7500
    (fax)
	(941)
    955-1595 phone	 	Florida
    Bar No. 0148709
	(941)
    953-7185 facsimile	 	Attorney
    for Defendant
	Attorney
    for Plaintiff	 	 


 


	SO
    ORDERED:	 	 	 
	 	 	The Honorable                                                                   	 





 






    	 	26	 



     

    

 


SCHEDULE
A


CLAIMS


 


	Company	 	Nature of Claim	 	Payment to be

paid
    within

ten (10) days

after Court

order

granting

approval of

settlement

agreement

pursuant to

Claims

Purchase

Agreements

annexed

hereto.	 	 	Payment to be

paid within

fifteen

(15) days

and any

applicable

additional

days which

could be

triggered by

a default

event

after Court

order

granting

approval of

settlement

agreement

pursuant to

Claims

Purchase

Agreements

annexed

hereto.	 	 	Total

Amount of

Debt

Purchased	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TalentCloud Limited	 	Invoice/Contract	 	$	30,000.00	 	 	$	70,320.00	 	 	$	100,320.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Good Project	 	Invoice/contract	 	$	11,951.25	 	 	 	 	 	 	$	11,951.25	 
	Windset Capital Corporation	 	Invoice/Contract	 	$	46,527.50							$	46,527.50	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Next Dimension Technologies	 	Invoice/Contract		$	138,393.68							$	138,393.68	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Meyers Associates, L.P.	 	Invoice	 	$	7,500.00	 	 	$	7,500.00	 	 	$	15,000.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTALS	 	 	 	$	234,372.43	 	 	$	77,820.00	 	 	$	312,192.43	 



 


 


 


27