Exhibit 10.17


 





September 8, 2015


 


Albert Hugo-Martinez


 


Dear Albert:


 


MyDx, Inc. (the “Company”)
is pleased to offer you the position of Chief Executive Officer (CEO) and Interim Chief Financial Officer (CFO) of the Company
and its wholly-owned subsidiary, CDx, Inc., reporting to the Board of Directors of the Company.


 


Your employment with the
Company is "at will" employment, meaning that either you or the Company may terminate the relationship at any time, for
no reason or for any reason. No provision of this letter shall be construed to alter the at-will nature of your employment, or
to create an express or implied employment contract, or a promise of employment for any specific period of time or through the
occurrence or non-occurrence of any particular development.


 


Background
Check. The Company reserves the right to conduct background investigations and/or reference checks on all of its potential
employees. Your job offer, therefore, is contingent upon a clearance of such a background investigation and/or reference check,
if any. For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity
and eligibility for employment in the United States. Such documentation shall be provided to us prior to your date of hire, and
our employment relationship with you pursuant to the terms and conditions of this letter agreement is expressly conditioned on
your providing such evidence to us. The Company shall provide to Albert Hugo-Martinez notification in writing of the completion
of any and all background checks.


 


Responsibilities.
You will perform the duties required of a CEO and ICFO of a publicly traded company, including, without limitation, responsibility
for the day-to-day operations of the Company, the financial reporting and accounting of the Company, and obtaining financing for
the Company.  It is the expectation of the Company and the Board of Directors that with your efforts the Company will complete
a financing or financing(s) within 60 days after the date hereof which results in proceeds of at least $2 million to the Company
(the “$2 Million Financing”)


 


Base Salary.
Your monthly base salary will be $15,416.66, paid by-monthly, less payroll deductions and all required withholdings, which will
be paid in accordance with the Company’s normal payroll practices; provided, however, payment of your salary shall not commence
until the Company has completed the $2 Million Financing.


 


Base Salary Increases.
   Upon the completion of the $2M Million Financing and the Company achieving profitability, the Board of Directors shall
work with you to develop mutually agreeable increases in base salary, bonus compensation and the grant of additional stock options.


 


Board Appointment.
Upon the completion of the $2 Million Financing, the Company shall appoint you and another individual identified by you (David
Hind - subject to his appropriate background check) to the Board of Directors of the Company and within 45 days of these appointments
the Board of Directors will be reduced to a total of five (5) board members.


 






      


     

    




Albert Hugo-Martinez


September 8, 2015


Page 2




 


Benefits.
You will be accorded the benefits that the Company offers to the other executive officers of the Company. With a 90 days notice,
the Company reserves its right to change or cancel its benefit and employee plans and policies. In addition, we will use best efforts
to increase our D&O Liability insurance to five (5) million dollars coverage.


 


Expenses.
Upon your submission of valid receipts, you shall be reimbursed for expenses incurred by you on behalf of the Company related to
the Company’s business. Any expense above $10,000 at any given time shall require joint approval of Daniel Yazbeck and Albert
Hugo Martinez. This will be modified as the company grows at the management’s discretion.


 


Vacation and
Sick Days. You shall also have three (3) weeks of annual vacation pay and up to ten (10) paid sick days on an annual basis;
provided, however, that your maximum accrual of paid vacation shall be equal to six (6) weeks and there will be not accumulation
of sick days. The Company shall also acknowledge all federal holidays.


 


Stock Options.
Upon the completion of the $2 Million Financing, the Company will grant you an option to purchase up to [1,500,000] shares of the
Company’s Common Stock (the “Common Stock”), at a price per share equal to $1.10, and according to the
vesting and other terms and conditions set forth in the stock option agreement between you and the Company (the “Option”).
The Option shall provide for monthly vesting over 24 months; accelerated vesting upon the closing of the sale of the Company or
a merger in which the Company is the acquired entity; and a requirement that you exercise all vested options within 90 days after
you cease employment with the Company. The Option will be subject to the terms and conditions of the Company’s 2015 Equity
Incentive Plan and a stock option agreement between you and the Company.


 


No Conflicts
or Restrictions. You also agree that, if you have not already done so, you will disclose to the Company any and all agreements
relating to your prior employment that may affect your eligibility to be employed by the Company or limit the manner in which you
may be employed. It is the Company’s understanding that any such agreements will not prevent you from performing the duties
of your position and you represent that such is the case. Moreover, you agree that, during the term of your employment with the
Company, you will not engage in any other employment, occupation, consulting or other business activity directly related to the
business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any
other activities that conflict with your obligations to the Company; provided, however, that during the term of your employment
with the Company, so long as such activities do not materially interfere with the performance of your duties to the Company, you
shall be permitted to participate in charitable, community or civic activities. Similarly, you agree not to bring any third party
confidential information to the Company, including that of your former employer, and that in performing your duties for the Company
you will not in any way utilize any such information.


 


Company Rules
and Handbook. As a Company employee, you will be expected to abide by the Company’s rules and standards. Specifically,
you will be required to sign an acknowledgment that you have read and that you understand the Company’s rules of conduct
which are included in the Company Handbook. 


 


Invention Assignment
Agreement. As a condition of your employment, you are also required to sign and comply with a Confidential Information,
Invention Assignment and Arbitration Agreement (the “Invention Assignment Agreement”) which
requires, among other provisions, the assignment of patent rights to any invention made during your employment at the Company,
and non-disclosure of Company proprietary information. Please note that we must receive your signed Invention Assignment Agreement
before your first day of employment.


 






      


     

    




Albert Hugo-Martinez


September 8, 2015


Page 3




 





Acceptance.
To accept the Company’s offer, please sign this letter in the space provided below. If you accept our offer, your first day
of employment will be September 9, 2015. This letter, along with any agreements relating to proprietary rights between you
and the Company and the stock option agreement, set forth the terms of your employment with the Company and supersede any prior
representations or agreements including, but not limited to, any representations made during your recruitment, interviews or pre-employment
negotiations, whether written or oral. This letter, including, but not limited to, its at-will employment provision, may not be
modified or amended except by a written agreement signed by the Interim Chief Executive Officer or a member of the Board of Directors
and you. All references to “you” and “your” in this letter refer to Albert Hugo-Martinez. This offer of
employment will terminate if it is not accepted, signed and returned by 5:00 pm Pacific Time on September 9, 2015.


 


We look forward to
your favorable reply and working with you at MyDx.


 


Sincerely,


 


	/s/ Daniel Yazbeck	 
	Daniel R. Yazbeck	 
	Interim Chief Executive Officer	 


 


Agreed to and accepted:


  


	Signature:	/s/ Albert Hugo-Martinez	 
	 	Albert Hugo-Martinez	 


 


Effective Date: September 9, 2015


 


Enclosure:


 


Confidential Information,
Invention Assignment and Arbitration Agreement