Exhibit 10.6


 


SETTLEMENT
AGREEMENT AND GENERAL RELEASE


 


THIS
SETTLEMENT AGREEMENT AND GENERAL RELEASE (this “Agreement”), dated January 4, 2017 (the “Effective
Date”), is executed by and MyDx, Inc., a Nevada corporation, (the “Company”), and YCIG, Inc. (“YCIG”).
The Company and YCIG are each respectively referred to herein as a “Party” and collectively as “the Parties.”


 


WHEREAS,
on December 10, 2015, the Company and YCIG entered into a loan agreement (the “Loan Agreement”) whereby YCIG extended
a revolving line of credit in the amount of $175,000 (increasing to $250,000 at the discretion of YCIG) with payments of principal,
interest, and fees thereon to be paid by the Company to YCIG on or before the three (3) year anniversary thereof, attached hereto
as Schedule A;


 


WHEREAS,
in conjunction with the execution of the Loan Agreement, on December 10, 2015, the Company executed a revolving note (the “Revolving
Note”) in favor of YCIG evidencing and formalizing the debt obligation from the Company to YCIG for all amounts extended
to the Company by YCIG under the Loan Agreement. Attached hereto as Exhibit A to Schedule A;


 


WHEREAS,
as of December 1, 2016, YCIG had extended to the Company the total amount of $200,000 under the revolving line of credit pursuant
to the Loan Agreement, in addition to interest in the total amount of $24,040;


 


WHEREAS,
on January 3, 2017, YCIG issued a payment demand letter (the “Demand Letter”) to the Company alleging that the Company
was in default under the Loan Agreement and Revolving Note for the Company’s failure to make monthly interest payments as
contemplated thereunder and for breaches of Section 4.2.3, Section 2.1 and Section 5.2 of the Loan Agreement (the “Events
of Default”), attached hereto as Schedule B;


 


WHEREAS,
in lieu of receiving the immediate cash payment for the principal, interest and fees due and owing to YCIG from the Company under
the Loan Agreement and the Revolving Note, YCIG has agreed to settle and cure the Events of Default through the mutual amendment
of specific terms of the Loan Agreement, as further defined and explained herein below;


 


WHEREAS,
as additional consideration for this Agreement and the amendments to the Loan Agreement, YCIG has agreed to return 210,894 shares
of the Company’s common stock, having the value of approximately $105,447, to the Company’s treasury; and


 


WHEREAS,
the Parties now desire to fully and finally settle all claims between them with respect to the Events of Default;


 



    


     


    

 


NOW,
THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration,
the sufficiency and receipt of which is hereby acknowledged, it is stipulated and agreed, by and among the undersigned, that any
claims arising from the alleged Events of Default under the Loan Agreement and Revolving Note, as alleged in the Demand Letter
(the “Settled Claims”) are fully and finally settled upon the following terms and conditions:


 


Section
1. Amendments to Loan Agreement. In exchange for YCIG’s settlement and release of the Settled Claims, the Company
agrees to amend the Loan Agreement as follows:


 


(a) 
Section 3.1 shall be deleted in its entirety and replaced with the following:


 


“3.1
TIME AND MANNER OF PAYMENTS. Except as otherwise provided herein, all payments of principal, interest and commitment and other
fees shall be made to Lender in immediately available funds for the account of Lender, on or before the three (3) year anniversary
of the date of this Agreement. Notwithstanding the foregoing, all monthly interest payments accruing subsequent to the effective
date of this Agreement (December 10, 2015) shall come due in a single lump sum payment on due June 1, 2017, unless sooner paid,
in all or in part, in the discretion of the Company. Subsequent to June 1, 2017, all monthly interest payments that accrue shall
be payable on the first (1st) day of next month during the remainder of the Commitment Period, and as otherwise required
in this Agreement. The aggregate unpaid amount of Loans set forth on the records of Lender shall be rebuttable evidence of the
principal and interest owing and unpaid on each Note.”


  


(b) 
Section 6.2 shall be deleted in its entirety and replaced with the following:


 


“6.2 ISSUANCE OF BORROWER SHARES.
Upon the occurrence of an Event of Default, Borrower shall (i) immediately pay to Lender all outstanding amounts of principal
and interest due and owing under the Revolving Notes as of the date of the Event of Default (the “Balance Due”); or,
(ii) at the sole and absolute discretion of the Lender, issue to Lender in full satisfaction of the Balance Due the number of
shares of the Borrower’s common stock equal to (x) the Balance Due; divided by (y) the lesser of the current market price
for a single share of the Borrower’s common stock as quoted on the OTCQB under symbol “MYDX” at the close of
business on January 4, 2017, or at the close of business on the date of conversion of the Balance Due to shares of the Borrower’s
common stock (each a “Conversion Date”). Lender shall be required to provide not less than sixty-one (61) days’
prior notice to Borrower, in accordance with Section 7.1 herein, in order to convert the full Balance Due into the Borrower’s
common shares. Unless permitted by the applicable rules and regulations of the principal securities market on which the Borrower’s
common stock is then listed or traded, in no event shall the Borrower issue upon conversion of the Balance Due into the Borrower’s
common stock, or otherwise pursuant to this Agreement and the other documents referenced and incorporated herein, more than the
maximum number of shares of the Borrower’s common stock that the Borrower can issue pursuant to any rule of the principal
United States securities market on which the Borrower’s common stock is then traded (the “Maximum Share Amount”),
which shall be 4.99% of the total shares outstanding on the Conversion Date (as defined above in this Section 6.2), subject to
equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events
relating to the Borrower’s common stock occurring after the date hereof.”


 


Section
2. Return of Shares. As a further inducement for the Company to agree to amend the Loan Agreement as described in Section
1 hereinabove, YCIG has returned 210,894 shares of the Company’s restricted common stock, having the value of approximately
$105,447, to the Company’s treasury on or before December 31, 2016, by making the appropriate filing with the Company’s
transfer agent (the “Transfer Agent”), as evidenced by the attached Schedule C.


 






    	 	- 2 -	 



     


    

 


Section
3. Release by YCIG. Upon execution of this Agreement, YCIG, on its own behalf, and on behalf of its respective past,
present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members,
partners, limited partners, present and former directors, managing directors, managers, officers, control persons,
shareholders, employees, agents, attorneys, administrators, heirs, executors, trustees, beneficiaries, representatives,
successors and assigns (collectively, the “YCIG Releasing Parties”), hereby absolutely, unconditionally
and irrevocably RELEASE and FOREVER DISCHARGE the Company, its subsidiaries, and each of its respective past, present or
future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners,
limited partners, directors, managing directors, managers, officers, control persons, employees, agents, attorneys,
administrators, representatives, successors and assigns (collectively, the “Company Released Parties”)
from any and all claims, actions, causes of action, suits, debts, liabilities, obligations, sums of money, accounts,
covenants, contracts, controversies, agreements, promises, damages, judgments, executions, claims and demands, whether known
or unknown, suspected or unsuspected, absolute or contingent, direct or indirect or nominally or beneficially possessed or
claimed by any of the YCIG Releasing Parties, whether the same be at law, in equity or mixed, which such YCIG Releasing
Party ever had, now has, or hereafter can, shall or may have against any or all of the Company Released Parties, in respect
of or arising from the Settled Claims, (collectively the “YCIG Released Claims”); provided, however,
that nothing contained in this Agreement shall be construed to prohibit YCIG from bringing appropriate proceedings to enforce
the obligations of the Company set forth under Section 1 or to fulfill its obligations hereunder.


  


Section
5. Release by the Company. Upon the execution of this Agreement, the Company, on its own behalf, and on behalf
of its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities,
shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers,
control persons, shareholders, employees, agents, attorneys, administrators, heirs, executors, trustees, beneficiaries,
representatives, successors and assigns (collectively, the “Company Releasing Parties”), hereby
absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of YCIG, its respective affiliates and each of
his respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities,
shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons,
employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively,
the “YCIG Released Parties”) from any and all claims, actions, causes of action, suits, debts,
liabilities, obligations, sums of money, accounts, covenants, contracts, controversies, agreements, promises,
damages, judgments, executions, claims and demands, whether known or unknown, suspected or unsuspected, absolute or
contingent, direct or indirect or nominally or beneficially possessed or claimed by any of the Company Releasing Parties,
whether the same be at law, in equity or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall
or may have against any or all of the YCIG Released Parties, in respect of or arising from the Settled Claims, (collectively
the “Company Released Claims” and together with the YCIG Released Claims, the “Released
Claims”); provided, however, that nothing contained in this Agreement shall be construed to prohibit
the Company from bringing appropriate proceedings to enforce the obligations of YCIG hereunder, none of which are released
hereby.


 



    	 	- 3 -	 



     


    

 


Section
6. No Suits or Actions. Except as provided for herein with respect to the Company’s failure to timely pay the Settlement
Amount, each of the Releasing Parties hereby irrevocably covenants to refrain from asserting any claim or demand, or commencing,
instituting or causing to be commenced, any proceeding of any kind against any YCIG Released Party or Company Released Party (in
such capacity, each a “Released Party” and collectively the “Released Parties”), as applicable,
based upon any Party’s Released Claim. If any of the Releasing Parties brings any claim, suit, action or manner of action
against the Released Parties (or any of them) in administrative proceedings, in arbitration, at law, in equity, or mixed, with
respect to any Released Claim, then such Releasing Party shall indemnify the Released Parties (or any of them) in the amount or
value of any final judgment or settlement (monetary or other) and any related cost (including without limitation reasonable legal
fees) entered against, paid or incurred by the Released Parties (or any of them).


 


Section
7. Power, Authority and Capacity. Each Party represents and warrants to the other Party that it has the power, authority
and capacity to enter into this Agreement.


 


Section
8. Preparation of Agreement. Each Party represents to the other that its counsel have negotiated and participated in the
drafting of, and are legally authorized to negotiate and draft, this Agreement. Each Party to this Agreement acknowledges that
this Agreement was drafted jointly by the Parties hereto and each Party has contributed substantially and materially to the preparation
of this Agreement. The Agreement shall be construed as having been made and entered into as the result of arms-length negotiations,
entered into freely and without coercion or duress, between parties of equal bargaining power. The language in this Agreement
and any documents executed in connection therewith shall be interpreted as to its fair meaning and not strictly for or against
any Party.


 


Section
9. No Assignment of Released Claims. Each Releasing Party represents and warrants to the Released Parties that there has
been no assignment or other transfer of any interest in any Released Claim.


 


Section
10. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction,
the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable
only in part of degree will remain in full force and effect to the extent not held invalid or unenforceable.


 


Section
11. Amendment; Governing Law. This Agreement may not be amended, modified or supplemented except in a writing signed by
the Parties. This Agreement shall be governed by and construed under the laws of the State of New York without regard to principles
of conflicts of law.


 


Section
12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.


 


Section
13. Waiver. No delay in exercising any right hereunder shall be deemed a waiver thereof, and no waiver shall be deemed
to have any application to any future default or exercise of rights hereunder.


 


Section
14. Entire Agreement.  This Agreement constitutes the entire agreement between the Parties hereto with respect to
the subject matter hereof and may be amended only by a writing executed by all Parties hereto.  No Party has relied on any
representations not contained within or referred to in this Agreement and the documents delivered herewith.


 


Section
15. Captions.  The captions of the various sections and paragraphs of this Agreement have been inserted only
for the purposes of convenience; such captions are not a part of this Agreement and shall not be deemed in any manner to
modify, explain, enlarge or restrict any of the provisions of this Agreement.


 


[SIGNATURE
PAGE FOLLOWS]


 






    	 	- 4 -	 



     


    

  





IN
WITNESS WHEREOF, the Parties have executed this Agreement effective as of the date first above written.


 


	 	MyDx,
    Inc.
	 	 	 
	Date: 1/4/17 	By:	/s/
    Daniel R. Yazbeck
	 		Name: Daniel  R.
    Yazbeck
	 		 Title:   CEO











 





	 	 	YCIG,
                                         Inc.



	 	 	 	 	 
	Date: 1/4/17	 	By:	/s/
    Daniel R. Yazbeck
	 	 	 		Name: Daniel
    R.     Yazbeck
	 	 	 		Title:   President


 






    	 	- 5 -	 



     


    

 





SCHEDULE
A


  


LOAN
AGREEMENT dated December 10, 2015




 


LOAN
AGREEMENT


 


This
Loan Agreement (as it may from time to time be amended, restated or otherwise modified, the “Agreement”) is
made effective as of the December 10, 2015 between MyDx, Inc., a Nevada corporation (“Borrower”), and the YCIG,
Inc. (“Lender”).


 


WITNESSETH:


 


WHEREAS,
Borrower and Lender desire to contract for the establishment of loans in the aggregate principal amounts hereinafter set forth,
to be made available to Borrower upon the terms and subject to the conditions hereinafter set forth.


 


NOW,
THEREFORE, it is mutually agreed as follows:


 


	1.	DEFINITIONS




 


As
used in this Agreement, the following terms shall have the following meanings:


 


	1.1	“Bankruptcy
    Code” shall mean Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect,
    or any successor thereto, as hereafter amended.




 


	1.2	“Business
    Day” shall mean a day of the year on which banks are not required or authorized to close in the State of Nevada.




 


	1.3	“Commitment”
    shall mean the obligation hereunder of the Lender, during the Commitment Period, to make Revolving Loans up to an aggregate
    principal amount outstanding at any time equal to the Maximum Revolving Amount.




 


	1.4	“Commitment
    Period” shall mean the period from the date of the first loan through the three (3) year anniversary thereof; or
    such earlier date on which such Commitment shall have been terminated pursuant to the terms hereof.




 


	1.5	“Debt”
    shall mean, collectively, (a) all Indebtedness incurred by Borrower to Lender pursuant to this Agreement and includes the
    principal of and interest on all Notes; (b) each extension, renewal or refinancing thereof in whole or in part; (c) the commitment
    and other fees, and any prepayment fees payable hereunder; and (d) all other obligations of Borrower under this Agreement
    and the Loan Documents.




 


	1.6	“Default”
    shall mean an event, condition or thing which constitutes, or which with the lapse of time or the giving of notice or both
    would constitute, an Event of Default and which has not been waived by Lender in writing or fully corrected prior to becoming
    an actual Event of Default.




 


	1.7	“Dollar”
    and the sign “$” shall mean lawful money of the United States of America.




 






    	 	Ex A-1	 



     


    

 





	1.8	“Event
    of Default” shall mean an event, condition or thing which constitutes an event of default as defined in Article
    5 hereof.




 


	1.9	“Interest
    Rate” shall mean a rate of per annum of 12%.




 


	1.10	“Lien”
    shall mean any mortgage, security interest, lien, encumbrance on, pledge or deposit of, or conditional sale or other title
    retention agreement with respect to any property (real or personal) or asset.




 


	1.11	“Loan”
    or “Loans” shall mean the credit to Borrower extended by Lender in accordance with Section 2.1
    hereof.




 


	1.12	“Loan
    Documents” shall mean this Agreement, each of the Revolving Notes, and any other documents relating to any of the
    foregoing, as any of the foregoing may from time to time be amended, restated or otherwise modified or replaced.




 


	1.13	“Maximum
    Revolving Amount” shall mean $175,000.00, which amount may be increased from time to time in the sole discretion
    of the Lender up to $250,000.00.




 


	1.14	“Revolving
    Note” or “Revolving Loan”) shall mean any Revolving Note executed and delivered pursuant to Section
    2.1 hereof, together with any replacement or substitution thereof, any addition thereto and any amendment, restatement
    or other modification thereto from time to time.




 


Each
term defined in the singular in this Agreement shall have the same meaning when used in the plural and each term defined in the
plural in this Agreement shall have the same meaning when used in the singular.


 


	2.	AMOUNT
    AND TERMS OF LOAN




 


	2.1	AMOUNT
    AND NATURE OF LOAN. Subject to the terms and conditions of this Agreement, the Lender will, to the extent hereinafter provided,
    make Loans to Borrower, in such aggregate amount as Borrower shall request pursuant to the Commitment; provided, however,
    that in no event shall the aggregate principal amount of all Loans outstanding under this Agreement be in excess of the Maximum
    Revolving Amount.




 


The
Loans may be made as Revolving Loans as follows:


 


	 	2.1.1	Subject
    to the terms and conditions of this Agreement, during the Commitment Period, the Lender shall make Revolving Loans to Borrower
    in such amount or amounts as Borrower may from time to time request, but not exceeding in aggregate principal amount at any
    time outstanding hereunder the Maximum Revolving Amount. Borrower and Lender acknowledge and agree that the amount of $175,000.00
    has been loaned by Lender to Borrower as of the date of this Agreement and all such amounts shall become a Revolving Loan
    under this Agreement.




 






    	 	Ex A-2	 



     


    

 





	 	2.1.2	The
    obligation of Borrower to repay the Loans made by the Lender and to pay all accrued interest thereon shall be evidenced by
    a Revolving Note of Borrower substantially in the form of Exhibit A hereto, with appropriate insertions of dates and dollar
    amounts. Subject to the provisions of this Agreement, Borrower shall be entitled under this Section 2.1 to borrow funds, repay
    the same in whole or in part and re-borrow hereunder at any time and from time to time during the Commitment Period.




 


	2.2	CONDITIONS
    TO LOANS. The obligation of Lender to make any Loan hereunder is conditioned, in the case of each borrowing hereunder, upon:




 


	 	2.2.1	receipt
    by Lender of a request for Loan or such other notice acceptable to Lender;




 


	 	2.2.2	the
    fact that no Default or Event of Default shall then exist or immediately after the making of the Loan would exist; and




 


	 	2.2.3	the
    fact that each of the representations and warranties contained herein shall be true and correct (in all material respects
    with regard to representations and warranties that are not otherwise qualified with a materiality standard) with the same
    force and effect as if made on and as of the date of the making, conversion or continuation of such Loan, except to the extent
    that any thereof expressly relate to an earlier date.




 


	3.	PAYMENT
    ON NOTES.




 


	3.1	TIME
    AND MANNER OF PAYMENTS. Except as otherwise provided herein, all payments of principal, interest and commitment and other
    fees shall be made to Lender in immediately available funds for the account of Lender, on or before the three (3) year anniversary
    of the date of this Agreement. The aggregate unpaid amount of Loans set forth on the records of Lender shall be rebuttable
    evidence of the principal and interest owing and unpaid on each Note.




 


	3.2	PREPAYMENT.
    Borrower shall have the right at any time or from time to time to prepay all or any part of the principal amount of the Notes
    then outstanding as designated by Borrower.




 


	3.3	COMPUTATION
    OF INTEREST AND FEES. Interest on Loans and commitment and other fees and charges hereunder shall be computed on the basis
    of a year having three hundred sixty (360) days and calculated for the actual number of days elapsed. In no event shall the
    rate of interest hereunder exceed the maximum rate allowable by law.




 






    	 	Ex A-3	 



     


    

 


	4.	COVENANTS




 


Borrower
agrees that so long as the Commitment remains in effect and thereafter until the principal of and interest on all Notes and all
other payments and fees due hereunder shall have been paid in full, Borrower shall perform and observe each of the following provisions:


 


	4.1	NOTICE.
    Borrower shall promptly notify Lender of each of the following (and in no event later than three (3) Business Days after the
    Borrower becomes aware thereof):




 


	 	4.1.1	any
    Default or Event of Default; and




 


	 	4.1.2	any
    representation or warranty made in this Agreement has ceased or is likely to for any reason to cease in any material respect
    to be true and complete.




 


	4.2	REPRESENTATIONS
    AND WARRANTIES




 


Borrower
represents and warrants that each of the statements set forth herein are true, correct and complete:


 


	 	4.2.1	EXISTENCE.
    Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada.




 


	 	4.2.2	AUTHORITY.
    Borrower has the corporate or equivalent right and power and is duly authorized and empowered to enter into, execute and deliver
    the Loan Documents to which it is a party and to perform and observe the provisions of the Loan Documents. The Loan Documents
    have been duly authorized and approved by Borrower’s Board of Directors and are the valid and binding obligations of
    Borrower, enforceable against Borrower in accordance with their respective terms, except that enforceability may be limited
    by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application now or hereafter in
    effect affecting the rights and remedies of creditors and by general equitable principles (regardless of whether enforcement
    is sought in a proceeding at law or in equity).




 


	 	4.2.3	TITLE
    TO ASSETS. Borrower has good title to and ownership of all property it purports to own, which property is free and clear of
    all Liens.




 


	 	4.2.4	CONSENTS
    OR APPROVALS. No consent, approval or authorization of, or filing, registration or qualification with, any governmental authority
    or any other person is required to be obtained or completed by the Borrower in connection with the execution, delivery or
    performance of any of the Loan Documents, which has not already been obtained or completed.




 


	 	4.2.5	USE
    OF PROCEEDS. The proceeds of all Loans shall be utilized for general corporate purposes.




 






    	 	Ex A-4	 



     


    

 





	5.	EVENTS
    OF DEFAULT




 


Each
of the following shall constitute an Event of Default hereunder:


 


	5.1	PAYMENTS.
If Borrower shall fail to pay any principal and interest of any Loan (including, without limitation, pursuant to the Notes and
Section 2.1 hereof) when the same shall become due and payable under any Loan Document within three (3) Business Days of
the date that such payment is due.




 


	5.2	OTHER
    COVENANTS. If Borrower shall fail or omit to perform and observe any agreement or other provision contained or referred to
    in this Agreement that is on Borrower’s, to be complied with, and such Default shall not have been fully corrected within
    thirty (30) days after the giving of written notice thereof to Borrower by Lender that the specified Default is to be remedied,
    provided that if any such Default can be cured, but cannot be cured within the thirty (30) day corrective period described
    above, it shall not constitute an Event of Default if corrective action is instituted within such thirty (30) day period and
    the Borrower is pursuing such corrective action with respect thereto.




 


	5.3	REPRESENTATIONS
    AND WARRANTIES. If any representation, warranty or statement made in or pursuant to this Agreement or any other material information
    furnished by Borrower to Lender or any thereof or any other holder of any Note, shall be false or erroneous in any material
    respect (without duplication of any materiality qualifier contained therein) when made or confirmed.




 


	5.4	SOLVENCY.
    If Borrower shall (a) discontinue business, or (b) make a general assignment for the benefit of creditors, or (c) apply for
    or consent to the appointment of a receiver, a custodian, a trustee, an interim trustee or liquidator of all or a substantial
    part of its assets, or (d) be adjudicated a debtor or have entered against it an order for relief under Title 11 of the United
    States Code, as the same may be amended from time to time, or (e) file a voluntary petition in bankruptcy or file a petition
    or an answer seeking reorganization or an arrangement with creditors or seeking to take advantage of any other law (whether
    federal or state) relating to relief of debtors, or admit (by answer, by default or otherwise) the material allegations of
    a petition filed against it in any bankruptcy, reorganization, insolvency or other proceeding (whether federal or state) relating
    to relief of debtors, or (f) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment,
    decree or order entered by a court of competent jurisdiction, which approves a petition seeking its reorganization or appoints
    a receiver, custodian, trustee, interim trustee or liquidator of all or a substantial part of its assets, or (g) take, or
    omit to take, any action in order thereby to effect any of the foregoing.




 


	5.5	TERMINATION
    OF DANIEL YAZBECK. If Borrower shall terminate or remove Daniel Yazbeck from the position of Chief Executive Officer of Borrower
    or if Daniel Yazbeck shall resign from the position of Chief Executive Officer.




 






    	 	Ex A-5	 



     


    

 





	6.	REMEDIES
    UPON DEFAULT




 


Notwithstanding
any contrary provision or inference herein or elsewhere,


 


	6.1	EVENT
    OF DEFAULT. If any Event of Default referred to above shall occur and be continuing, Lender shall have the right, in its discretion,
    to:




 


	 	6.1.1	terminate
    the Commitment and the credits hereby established, if not previously terminated, and, immediately upon such election, the
    obligations of Lender to make any further Loan or Loans hereunder immediately shall be terminated, and/or




 


	 	6.1.2	accelerate
    the maturity of all of the Debt (if such Debt is not already due and payable), whereupon all of the Debt shall become and
    thereafter be immediately due and payable in full without any presentment or demand and without any further or other notice
    of any kind, all of which are hereby waived by Borrower.




 


	6.2	ISSUANCE
    OF BORROWER SHARES. Upon the occurrence of an Event of Default, Borrower shall (i) immediately pay to Lender all outstanding
    amounts of principal and interest due and owing under the Revolving Notes as of the date of the Event of Default (the “Balance
    Due”); or (ii) issue to Borrower in full satisfaction of the Balance Due the number of shares of Borrower common
    stock equal to (x) the Balance Due; multiplied by (y) four. For example, if the Balance Due on the date of the Event of Default
    is $100,000, then Borrower may repay Lender the amount of $100,000, or issue Lender 400,000 shares of Borrower common stock.




 


	7.	MISCELLANEOUS




 


	7.1	NOTICES.
    All notices, requests, demands and other communications required or permitted hereunder to be given to a party to this Agreement
    shall be in writing and shall be conclusively deemed to have been duly given (a) if delivered by hand to the address shown
    below, on day of delivery; (b) if delivered by an internationally recognized overnight courier to the address shown below,
    on the first Business Day after the Business Day of receipt; (c) if delivered by registered mail to the address shown below,
    ten (10) Business Days after mailing; or (d) if delivered by facsimile transmission or by electronic mail to the fax number
    or email address shown below, on the first Business Day after the Business Day of receipt. Notices shall be delivered to the
    following addresses:




 


If
to Borrower:


MyDx,
Inc.


6335
Ferris Square, Suite B 

San Diego, CA 92121


 





If
to Lender:


YCIG,
Inc.


c/o
Daniel Yazbeck


5574
Caminito Consuelo La Jolla, CA 92037


 






    	 	Ex A-6	 



     


    

 


	7.2	AMENDMENTS;
    WAIVERS.




 


	 	7.2.1	This
    Agreement or any other Loan Document may be amended and any provision of this Agreement or any other Loan Document may be
    waived; provided, however, that any such amendment will be binding upon the parties only if such amendment is set forth in
    a writing executed by Lender and Borrower and any such waiver, and any consent with respect to any departure by Borrower from
    this Agreement or any other Loan Document, will be effective only if such waiver or consent is set forth in a writing executed
    by Lender, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose
    for which given. No course of dealing between or among any persons having any interest in this Agreement or any other Loan
    Document will be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of
    any party under or by reason of this Agreement.




 


	 	7.2.2	Any
    amendment to Section 7.2 will be binding upon the parties only if such amendment is set forth in a writing executed by Lender
    and Borrower.




 


	 	7.2.3	No
delay, course of dealing or failure in exercising any right, power or remedy hereunder on the part of Lender or the holder of
any Note will affect or operate as a waiver thereof; nor will any single or partial exercise thereof or any abandonment or discontinuance
of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy.
The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that any party would otherwise have.
Any waiver, permit, consent or approval of any kind or character of any breach or default under this Agreement or any such waiver
of any provision of this Agreement must satisfy the conditions set forth in Section 7.2.1 and will be effective only to
the extent specifically set forth in such writing.




 


	7.3	COSTS
    AND EXPENSES. Each of Borrower and Lender shall bear their own expenses incurred in connection with the negotiation and documentation
    of this Agreement.




 






    	 	Ex A-7	 



     


    

 





	7.4	NO
    FIDUCIARY OBLIGATIONS. The relationship between Borrower and Lender with respect to the Loan Documents is and shall be solely
    that of debtors and creditors, respectively, and Lender does not have any fiduciary obligation toward Borrower with respect
    to any such documents or the transactions contemplated thereby.




 


	7.5	COUNTERPARTS;
    EFFECTIVENESS. This Agreement may be executed in multiple counterparts (any one of which need not contain the signatures of
    more than one party), each of which will be deemed to be an original but all of which taken together will constitute one and
    the same agreement. This Agreement, and any amendments hereto, to the extent signed and delivered by means of a facsimile
    machine or other electronic transmission in PDF, will be treated in all manners and respects as an original agreement and
    will be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person.




 


	7.6	SUCCESSORS
    AND ASSIGNS; ASSIGNMENT. Except as otherwise expressly limited herein, the provisions hereof shall inure to the benefit of,
    and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto. This Agreement shall
    not confer any rights or benefits upon any person other than the parties hereto and their respective successors and assigns,
    except to the extent otherwise expressly provided herein. None of the rights, privileges or obligations set forth in, arising
    under, or created by this Agreement may be assigned or transferred by Borrower without the prior consent in writing of Lender,
    which consent shall not be unreasonably withheld or delayed. No consent to assignment by Lender shall release Borrower from
    its obligation to pay in full all of the Debt.




 


	7.7	SEVERABILITY.
    The parties agree that (a) the provisions of this Agreement will be severable in the event that for any reason whatsoever
    any of the provisions hereof are invalid, void or otherwise unenforceable, (b) any such invalid, void or otherwise unenforceable
    provisions will be replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise
    unenforceable provisions but are valid and enforceable, and (c) the remaining provisions will remain valid and enforceable
    to the fullest extent permitted by applicable law.




 


	7.8	ENTIRE
    AGREEMENT. This Agreement, including any related annexes, schedules and exhibits, as well as any Note and any other Loan Document
    and any other agreements, documents or instruments referred to herein or therein, will together constitute the entire agreement
    among the parties with respect to the subject matter hereof and thereof and will supersede all prior negotiations, agreements
    and understandings of the parties of any nature, whether oral or written, with respect to such subject matter.




 


	7.9	GOVERNING
    LAW. This Agreement and each of the Notes shall be construed, interpreted and the rights of the parties determined in accordance
    with the laws of the State of California, County of San Diego and the respective rights and obligations of Borrower and Lender
    shall be governed by California law, without regard to any principles of conflict of laws that would require the application
    of the laws of a different state.




 






    	 	Ex A-8	 



     


    

 


	7.10	CONSTRUCTION.
    The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question
    of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption
    or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this
    Agreement. Except as otherwise expressly provided elsewhere in this Agreement, any provision herein which contemplates the
    agreement, approval or consent of, or exercise of any right of, a party, such party may give or withhold such agreement, approval
    or consent, or exercise such right, in its sole and absolute discretion, the parties hereby expressly disclaiming any implied
    duty of good faith and fair dealing or similar concept.




 


	7.11	LEGAL
    REPRESENTATION OF PARTIES. The Loan Documents were negotiated by the parties with the benefit of each party having their own
    legal representation and any rule of construction or interpretation otherwise requiring this Agreement or any other Loan Document
    to be construed or interpreted against any party shall not apply to any construction or interpretation hereof or thereof.




 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as
of the day and year first above written.


 


	MYDX,
    INC.	 	YCIG,
    INC.
	 	 	 	 	 
	By:	/s/
    Daniel Yazbeck	 	By:	/s/
    Daniel Yazbeck
	 	Daniel
    Yazbeck, CEO	 	 	Daniel
    Yazbeck, President




 






    	 	Ex A-9	 



     


    

 





EXHIBIT
A


 


REVOLVING
NOTE


 


	$175,000.00	December
    10, 2015




 


Reference
is hereby made to the Loan Agreement, dated as of December 10, 2015 (as the same may from time to time be amended, restated or
otherwise modified, the “Loan and Security Agreement”, the terms defined therein being used herein as therein defined),
between the undersigned Borrower and Lender:


 


FOR
VALUE RECEIVED, the MyDx, Inc., a Nevada corporation (“Borrower”), promises to pay on or before September 28,
2018 to the order of the YCIG, Inc, as Lender (the “Lender”) the principal sum of ONE HUNDRED SEVENTY-FIVE
THOUSAND DOLLARS ($175,000.00) or the aggregate outstanding and unpaid principal amount of all Revolving Loans made by Lender
to Borrower pursuant to Section 2.1 of the Loan Agreement, whichever is less, in lawful money of the United States of America.
As used herein, “Loan Agreement” means the Loan Agreement dated as of even date herewith, between Borrower and the
Lender, as the same may from time to time be restated, amended or otherwise modified. Capitalized terms used herein shall have
the meanings ascribed to them in the Loan Agreement.


 


Borrower
also promises to pay interest on the unpaid principal amount of each Revolving Loan from time to time outstanding, from the date
of such Revolving Loan until the payment in full thereof, at the rates per annum which shall be determined in accordance with
the provisions of Section 2.1 of the Loan Agreement. Such interest shall be payable on each date provided for in such Section
2.1; provided, however, that interest on any principal portion which is not paid when due shall be payable on demand. The portions
of the principal sum hereof from time to time representing Loans, and payments of principal thereof, will be shown on the records
of Lender by such method as Lender may generally employ and on Schedule A to this Note; provided, however, that failure
to make any such entry shall in no way detract from Borrower’s obligations under this Note.


 


This
Note is the Revolving Note referred to in the Loan Agreement. Reference is made to the Loan Agreement for a description of the
right of the undersigned to anticipate payments hereof, the right of the holder hereof to declare this Note due prior to its stated
maturity, and other terms and conditions upon which this Note is issued.


 


Except
as expressly provided in the Loan Agreement, Borrower expressly waives presentment, demand, protest and notice of any kind.


 


	 	MYDX,
    INC.
	 	 	 
	 	By:	/s/
    Daniel Yazbeck
	 	Title:	Daniel
    Yazbeck, Chief Executive Officer




 






    	 	Ex A-10	 



     


    

 





REVOLVING
NOTE 

Schedule A


 


	Date	 	Amount
    of Loan	 	 	Outstanding
    Balance	 
	September
    29, 2015	 		$25,000.00	 	 	 	     	 
	October
    28, 2015	 		$25,000.00	 	 	 	 	 
	November
    4, 2015	 		$25,000.00	 	 	 	 	 
	November
    13, 2015	 		$25,000.00	 	 	 	 	 
	November
    20, 2015	 		$25,000.00	 	 	 	 	 
	December
    1, 2015	 		$25,000.00	 	 	 	 	 
	December
    2, 2015	 		$25,000.00	 	 	 	 	 



 






    	 	Ex A-11	 



     


    






 


SCHEDULE
B


  


DEMAND
LETTER dated January 3, 2017


 




Tuesday, January 03, 2017


 


Lender:


YCIG,
Inc.


5574
Caminito Consuelo


La Jolla, CA 92037


 


	RE:	Payment
	 	Demand
	 	 
	 	Borrower:      MyDx,
Inc.
	 	Loan
Type:      Loan Agreement Dated December 10, 2015




  


Dear
Sir or Madam:


 


The
YCIG loan agreement referenced above is currently in default pursuant to Section 4.2.3, 5.1 and 5.2 pursuant to the Notes for
failure to make monthly interest payments to YCIG as was originally contemplated.


 


The
following tables outlines principle and interest due and outstanding as of December 31, 2016. Please kindly make a payment towards
this account as soon as possible.


 


	Date of Funding	 	Beg principal	 	 	Amount Paid	 	 	Ending Principal	 	 	Date Paid	 	Repay Date	 	Interest Rate	 	 	Accum Interest	 
	29-Sep-15	 	 	25,000.00	 	 	 	25,000.00	 	 	 	0.00	 	 	2-Jun-16	 	31-Dec-16	 	 	12	%	 	$	2,058.33	 
	28-Oct-15	 	 	25,000.00	 	 	 	25,000.00	 	 	 	0.00	 	 	2-Jun-16	 	31-Dec-16	 	 	12	%	 	$	1,816.67	 
	4-Nov-15	 	 	25,000.00	 	 	 	25,000.00	 	 	 	0.00	 	 	2-Jun-16	 	31-Dec-16	 	 	12	%	 	$	1,758.33	 
	13-Nov-15	 	 	25,000.00	 	 	 	10,000.00	 	 	 	15,000.00	 	 	6-Apr-16	 	31-Dec-16	 	 	12	%	 	$	2,760.00	 
	20-Nov-15	 	 	25,000.00	 	 	 	25,000.00	 	 	 	0.00	 	 	4-Oct-16	 	31-Dec-16	 	 	12	%	 	$	2,658.33	 
	1-Dec-15	 	 	25,000.00	 	 	 	 	 	 	 	25,000.00	 	 	 	 	31-Dec-16	 	 	12	%	 	$	3,300.00	 
	2-Dec-15	 	 	25,000.00	 	 	 	 	 	 	 	25,000.00	 	 	 	 	31-Dec-16	 	 	12	%	 	$	3,291.67	 
	6-Apr-16	 	 	10,000.00	 	 	 	 	 	 	 	10,000.00	 	 	 	 	31-Dec-16	 	 	12	%	 	$	896.67	 
	27-Apr-16	 	 	25,000.00	 	 	 	 	 	 	 	25,000.00	 	 	 	 	31-Dec-16	 	 	12	%	 	$	2,066.67	 
	20-Jul-16	 	 	25,000.00	 	 	 	 	 	 	 	25,000.00	 	 	 	 	31-Dec-16	 	 	12	%	 	$	1,366.67	 
	8-Aug-16	 	 	25,000.00	 	 	 	 	 	 	 	25,000.00	 	 	 	 	31-Dec-16	 	 	12	%	 	$	1,208.33	 
	19-Sep-16	 	 	25,000.00	 	 	 	 	 	 	 	25,000.00	 	 	 	 	31-Dec-16	 	 	12	%	 	$	858.33	 
	1-Dec-16	 	 	25,000.00	 	 	 	 	 	 	 	25,000.00	 	 	 	 	31-Dec-16	 	 	12	%	 	$	250.00	 
	 	 	 	 	 	 	 	Total	 	 	$	200,000.00	 	 	 	 	 	 	 	 	 	 	$	24,040.00	 
	 	 	 	 	 	 	 	Total Owed	 	 	$	224,040.00	 	 	 	 	 	 	 	 	 	 	 	 	 





 


Sincerely,


 


Loan
Servicing Agent


 




    	 	Ex B-1	 



     


    

 


WIRING
INSTRUCTIONS


 


	RECEIVING BANK:	JP Morgan Chase Bank, N.A.
	 	7777 Girard Avenue
	 	
        LA Jolla, California 92037

        Tel: (800) 935-9935

	 	 
	ROUTING NO.:	322271627
	 	 
	ACCOUNT NO.:	217611595
	 	 
	CREDIT TO:	YCIG, INC.
	 	
        5574 Caminito Consuelo

        La Jolla, CA 92037

	 	 
	SWIFT CODE (OPTIONAL):	CHASUS33




 


 



    	 	Ex B-2	 



     


    



 





SCHEDULE
C


 


DIRECT
REGISTRATION STATEMENT dated December 30, 2016





 


DIRECT
REGISTRATION STATEMENT


 





	 	 	Nevada
                                         Agency and Transfer Company




	 	 	50
                                         West Liberty Street




	 	 	Suite
                                         880




	MyDx,
    Inc.	 	Reno NV 89501
	 	 	www.natco.org
	 	 	info@natco.org




	 	 	 
	 	 	December
    30, 2016
	YCIG Inc	 	Page 1 of
    1
	5574
Caminito Consuelo
	 	Company
Number: 130
	La
Jolla, CA 92037	 	HolderID:
    13000191



 





	 	  Activity:	06/13/2016 - 12/30/2016



 


Shares registered in the name of:


YCIG Inc


 


Outstanding
shares as of 06/13/2016





	Stock ID	 	Type	 	Issued	 	Shares	 	 	Restrictions	 	 	 
	CS1	 	DRS	 	 	 	 	210,894	 	 	 	144	 	 	 	 


 


Additions/Withdrawals


	Stock ID	 	Type	 	Issued	 	Shares	 	 	Restrictions	 	 	 
	CS1	 	DRS	 	 	 	 	-210,894	 	 	 	144	 	 	 	 



 


Outstanding
shares as of 12/30/2016





	Stock ID	 	Type	 	Issued	 	Shares	 	 	Restrictions	 	 	 
	CS1	 	DRS	 	 	 	 	0		 	 	144	 	 	 	 
	CS1 Total	 	 	 	 	 	 	0	 Common Stock	 	 	 	 	 	 	 


 


Summary of Holdings





	 	Number of Shares	
	Class CS-1	0	     Restricted



 


 


	Authorized Shares: 10,000,000,000

                           Par Value: $0.001

                           CUSIP: 55404P 10 0

                           State Incorporated: Nevada
	THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, THE TRANSFER QUALIFIES FOR
AN EXEMPTION FROM OR EXEMPTION TO THE REGISTRATION PROVISIONS THEREOF.



 


If you have any questions concerning your account, please call (775) 322-0626


 


 


Ex C-1