Exhibit
4.3


 


AMENDMENT
#1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON MAY 31, 2019


 


THIS
AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON MAY 31, 2019 (the “Amendment”) is made effective as of August
2, 2019, by and between Imaging3, Inc., a Delaware corporation (the “Company”), and Auctus Fund, LLC, a Delaware limited
liability company (the “Holder”) (collectively the “Parties”).


 


BACKGROUND


 


A.
The Company and Holder are the parties to that certain convertible promissory note originally issued by the Company to the Holder
on May 31, 2019, in the original principal amount of $600,000.00 (as amended from time to time, the “Note”); and


 


B.
The Company and the Holder desire to consummate a second tranche of $222,750.00 under the Note to be added to the Note on August
2, 2019.


 


C.
The Parties desire to amend the Note as set forth expressly below.


 


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


 


1.
The principal balance of the Note shall be increased by $222,750.00 to reflect the addition of a second tranche of $222,750.00
under the Note, which the Holder will fund in cash to the Company on or around the date hereof as provided in the disbursement
authorization attached hereto as Exhibit A.


 


2.
This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained
in the Note. Except as specifically modified hereby, all of the provisions of the Note, which are not in conflict with the terms
of this Amendment, shall remain in full force and effect.


 


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


 


	Imaging3,
    Inc.	 	Auctus
    Fund, LLC
	 	 	 	 	 
	By:	/s/
    Bradley Yourist	 	By:	/s/
    Lou Posner
	Name:	Bradley
    Yourist	 	Name:	Lou
    Posner
	Title:	Chief
    Executive Officer	 	Title:	Managing
    Director


 




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Exhibit
A


 


1.
$200,000.00 to Imaging3, Inc.:


 


	Account
    Name:	Imaging3,
    Inc.
	 	 
	Account
    Address:	10866
    Wilshire Blvd., Suite 225, Los Angeles, CA 90024
	 	 
	ABA
    Routing Number:	121000358
	 	 
	Account
    Number:	325024803531
	 	 
	Bank
    Name:	Bank
    of America
	 	 
	Bank
    Address:	222
    Broadway, New York, NY 10038


 


2.
$2,750.00 to Anthony L.G., PLLC for the Holder’s legal fees:


 


	Account
    Name:	Anthony
    L.G., PLLC, Operating Account
	 	 
	Account
    Address:	625
    N. Flagler Drive, Suite 600, West Palm Beach, FL 33401
	 	 
	ABA
    Routing Number:	021000021
	 	 
	Account
    Number:	201306179
	 	 
	Bank
    Name:	Chase
    Bank
	 	 
	Bank
    Address:	270
    Park Avenue, New York, NY 10017


 


3.
$20,000.00 to Auctus Fund Management, LLC to cover the Holder’s due diligence and monitoring costs:


 


	Account
    Name:	Auctus
    Fund Management, LLC
	 	 
	Account
    Address:	545
    Boylston Street, 2nd Floor, Boston, MA 02116
	 	 
	ABA
    Routing Number:	011500120
	 	 
	Account
    Number:	1338442314
	 	 
	Bank
    Name:	Citizens
    Bank
	 	 
	Bank
    Address:	1
        Exchange Place

        53
        State Street

        Boston,
        MA 02109



 






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