Exhibit 4.3


 





AMENDMENT


 


This
amendment (the "Amendment")
to Convertible Promissory Note, dated May 1, 2015 (the
"Note") is made
and entered into as
of the 30th day of November, 2015, by and between
Guardian Health Sciences, Inc. ("Guardian") (f/k/a
Guardian Health Sciences, LLC) and
Edward Grier, III (the "Lender"), to
clarify rights
granted to the Lender at the time of execution of the
Note.


 


NOW,
THEREFORE, in
consideration of the mutual
premises and
covenants contained herein and other good and valuable
consideration, the receipt
and sufficiency of which
are all hereby acknowledged
by each of the parties hereto, the
parties hereto agree as follows:


 


		1.	Amendment to
Section 3 of the
Note. Section
3 is hereby amended and restated
as follows:



 


Form
of Payment. At the option of the Lender, the principal amount
of this Note shall
be payable to Lender in cash
or equity interests of
the Borrower or common stock if Borrower
is converted to a corporation (the
"Equity Interests")
in the Borrower on
the Maturity Date or the Default
Date, if applicable,
unless converted into equity in accordance with the terms
of Section 7 or 8 below. At the
option of the Lender, the amount of interest and principal payable to the Lender under
this Note upon an
Event of Default or
on the Maturity Date or upon conversion,
except upon a Going Public Event
(as each term is
defined below
in Section 8.3) may be paid by either (a)
cash or (b) Equity
Interests based upon
a $10,000,000
valuation of the Borrower
excluding the
Loan, but including any and all
original issuances
of common stock
(the "Additional
Financings") by the Borrower between the date
of this Note and the date of a
Going Public Event
which, if excluded,
would otherwise dilute the Equity Interests issuable to the Lender.
If the Borrower remains a
limited liability
company on the Issuance
Date, then the Equity
Interests shall consist
of membership interests of
the Borrower under the terms of the operating agreement
of the Borrower effective on the
Issuance Date.
If the Borrower has converted to a corporation,
then, the Equity Interests
shall be
comprised of shares
of common stock of
the Borrower. The
Borrower shall take
at all times such
corporate action as
shall be necessary
in order that
Borrower may
validly and legally
issue fully paid non-assessable
shares of common stock
in accordance with the provisions
of this Article 3.
If the Lender elects
to receive Equity Interests
to satisfy its
obligations
under the Note,
Borrower shall take
at all times such corporate
action as shall be necessary
in order that Borrower
may validly and legally
issue fully paid non-assessable
Equity Interests in accordance
with the provisions of this
Article 3.


 


		2.	Amendment to Section
8.3 of the Note. Section
8.3 is hereby
amended and restated
as follows:



 


Within
ten (10) Business Days
after the occurrence
of a Going Public Event
(the "Conversion
Date"), in exchange
for the outstanding principal due under this
Note, the Borrower shall issue
Equity Interests to the Lender valued at $500,000, based
upon a pre-money $10,000,000 valuation of the Borrower,
excluding this Loan provided, however, that the Lender
is hereby granted anti-dilution protection for all Additional
Financings (as defined above), from the date of the Note up
to, but not including, the date of the Going Public Event.
Upon the date of the
Going Public Event,
all anti-dilution rights granted to
the Lender shall cease in their entirety. Thereafter, any
shares of common stock issued
upon exercise of then outstanding options,
warrants, notes or any other derivative securities shall
not result in the issue of any additional shares of
common stock or other equity to
the Lender. The starting number
of Equity Interests used for
this anti-dilution
protection calculation shall be the "Total
Units," as of April 9, 2015,
shown on the attached
Exhibit 1. The accrued interest as of the Conversion Date shall
be payable in the form
of cash or additional Equity
Interests at the option of Lender in accordance
with Section 3 hereunder.
By way of example, if there are no Additional Financings,
the Equity Interests issuable to
Lender for the principal
alone shall, in any event, be equal to $500,000
divided by the sum of the
$10,000,000 valuation of the Borrower plus the $500,000
Loan, or a 4.76%
Equity Interest. By way
of further example, if
$5 million of Additional Financings occur, the Lender's
Equity Interest percentage ownership in
the Lender shall remain at 4.76%, at no additional
cost, after taking
into account the Equity Interests issued and outstanding
from the $5 million of
Additional Financings, through
the issuance of additional Equity Interests to
the Lender. If the Going Public
Event is a Public Merger, then the
$10,000,000
valuation shall only apply to the consideration that
the Borrower and its equity holders receive in connection
with the Public Merger. The issuance
of Equity Interests to Lender
upon a Going Public
Event under this Section 8.3 and the
satisfaction
of accrued interest shall satisfy all of Borrower
's debts and
obligations under this Note and
no additional amount shall be payable to Lender
on the Maturity Date.


 




     


     


    

 





3.          Governing
Law.          This
Amendment shall be governed
by, and
construed in accordance
with, the provisions set
forth in the Agreement.


 


4.          No
Further Amendments. Except as set forth herein,
all references
to the Note shall mean
and refer to the
Note, as amended by this Amendment.




 


SIGNATURE PAGE TO
FOLLOW


  




     


     


    

 


IN WITNESS
WHEREOF, the parties have executed
this Amendment and made it
effective, as of
the date first above written.


 


	 	GUARDION HEALTH SCIENCES, INC.
	 	 	 
	 	By	/s/: Michael Favish
	 	Name:	Michael Favish
	 	Title:	Chief Executive Officer


 




     


     


    

 


Exhibit 1


 


Guardian
Health Sciences, LLC CAP


TABLE


 


	FULLY DILUTED CALCULATION (as of April 9, 2015):
	Stakeholder	 	Total Units	 	 	% Owned	 
	 	 	 	 	 	 	 
	Michael Favish	 	 	5,500,000	 	 	 	33.33	%
	Leon Krajian	 	 	1,599,182	 	 	 	9.69	%
	Christopher Scangas	 	 	1,656,355	 	 	 	10.04	%
	Jeffrey Morris	 	 	1,247,500	 	 	 	7.56	%
	Soden Estate	 	 	125,000	 	 	 	0.76	%
	Investors (2009 - 2015 Equity)	 	 	2,224,297	 	 	 	13.48	%
	Investors (2009 - 2015 Mandatory Conversion Note)	 	 	2,893,220	 	 	 	17.53	%
	Management/Scientist Pool	 	 	1,255,000	 	 	 	7.61	%
	 	 	 	16,500,554	 	 	 	100.00	%