Exhibit 10.25


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY
TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.


 


ADAR BAYS, LLC


COLLATERALIZED SECURED PROMISSORY NOTE


 


	$100,000.00	Miami Beach, FL
	 	December 21, 2015







 


 1.            Principal and Interest




 


FOR
VALUE RECEIVED, Adar Bays, LLC, a Florida Limited Liability Company (the "Company") hereby absolutely and unconditionally
promises to pay to MyDx, Inc. (the “Lender"), or order,
the principal amount of One Hundred Thousand Dollars ($100,000.00) no later than August 21, 2016, unless the Lender does not meet
the “current information requirements” required under Rule 144 of the Securities Act of 1933, as amended, in which
case the Company may declare the offsetting note issued by the Lender on the same date herewith to be in Default (as defined in
that note) and cross cancel its payment obligations under this Note as well as the Lenders payment obligations under the offsetting
note. This Full Recourse Note shall bear simple interest at the rate of 8%.


 


2.            Repayments and Prepayments;
Security.


 


a.       All principal
under this Note shall be due and payable no later than August 21, 2016, unless
the Lender does not meet the “current information requirements” required under Rule 144 of the Securities Act of 1933,
as amended, in which case the Company may declare the offsetting note issued by the Lender on the same date herewith to be in Default
(as defined in that note) and cross cancel its payment obligations under this Note as well as the Lenders payment obligations under
the offsetting note.


 


b.       The Company may
pay this Note at any time. This note may not be assigned by the Lender, except by operation of law.


 



    	 		 



     


    

 


c.       This Note shall
initially be secured by the pledge of the $110,000.00 8% convertible promissory note issued to the Company by the Lender on even
date herewith (the “Lender Note”). The Company may exchange this collateral for other collateral with an appraised
value of at least $100,000.00, by providing 3 days prior written notice to the Lender. If the Lender does not object to
the substitution of collateral in that 3 day period, such substitution of collateral shall be deemed to have been accepted by the
Lender. Notwithstanding the foregoing, an exchange of collateral for $100,000.00 in cash shall not require the approval
of the Lender. Any collateral exchange shall not constitute a waiver of any defaults under a Lender note. All collateral
shall be retained by New Venture Attorneys, P.C., which shall act as the escrow agent for the collateral for the benefit of the
Lender. The Company may not effect any conversions under the Lender Note until it has made full cash payment for the portion of
the Lender Note being converted.


 


3.            Events of Default; Acceleration.


 


a.       The principal amount
of this Note is subject to prepayment in whole or in part upon the occurrence and during the continuance of any of the following
events (each, an “Event of Default”): the initiation of any bankruptcy, insolvency, moratorium, receivership or reorganization
by or against the Company, or a general assignment of assets by the Company for the benefit of creditors. Upon the occurrence of
any Event of Default, the entire unpaid principal balance of this Note and all of the unpaid interest accrued thereon shall be
immediately due and payable. The Company may offset amounts due to the Lender under this Note by similar amounts that may be due
to the Company by the Lender resulting from breaches under the Lender Note.


 


b.       No remedy herein
conferred upon the Lender is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and in
addition to every other remedy hereunder, now or hereafter existing at law or in equity or otherwise. The Company accepts and agrees
that this Note is a full recourse note and that the Holder may exercise any and all remedies available to it under law.


 


4.            Notices.


 


a.       All notices, reports
and other communications required or permitted hereunder shall be in writing and may be delivered in person, by telecopy with written
confirmation, overnight delivery service or U.S. mail, in which event it may be mailed by first-class, certified or registered,
postage prepaid, addressed (i) if to a Lender, at such Lender’s address as the Lender shall have furnished the Company
in writing and (ii) if to the Company at such address as the Company shall have furnished the Lender(s) in writing.


 


b.       Each such notice,
report or other communication shall for all purposes under this Note be treated as effective or having been given when delivered
if delivered personally or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly
maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or, if sent by electronic communication
with confirmation, upon the delivery of electronic communication.


 



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5.            Miscellaneous.


 


a.       Neither this Note
nor any provisions hereof may be changed, waived, discharged or terminated orally, but only by a signed statement in writing.


 


b.       No failure or delay
by the Lender to exercise any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any
right, power or privilege preclude any other right, power or privilege. The provisions of this Note are severable and if any one
provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, such invalidity or unenforceability
shall affect only such provision in such jurisdiction. This Note expresses the entire understanding of the parties with respect
to the transactions contemplated hereby. The Company and every endorser and guarantor of this Note regardless of the time, order
or place of signing hereby waives presentment, demand, protest and notice of every kind, and assents to any extension or postponement
of the time for payment or any other indulgence, to any substitution, exchange or release of collateral, and to the addition or
release of any other party or person primarily or secondarily liable.


 


c.       If Lender retains
an attorney for collection of this Note, or if any suit or proceeding is brought for the recovery of all, or any part of, or for
protection of the indebtedness respected by this Note, then the Company agrees to pay all costs and expenses of the suit or proceeding,
or any appeal thereof, incurred by the Lender, including without limitation, reasonable attorneys' fees.


 


d.       This Note shall
for all purposes be governed by, and construed in accordance with the laws of the State of Nevada (without reference to conflict
of laws) and the exclusive venue shall be in the State and Federal courts located in State of New York.


 


e.       This Note shall
be binding upon the Company's successors and assigns, and shall inure to the benefit of the Lender's successors and assigns.








 






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IN WITNESS WHEREOF, the Company has caused this Note to be executed
by its duly authorized officer to take effect as of the date first hereinabove written.


 


	 	ADAR BAYS, LLC
	 	 	 
	 	By:	/s/ Samuel Eisenberg
	 	Title:	Member
	 	 	 
	 	APPROVED:
	 	 	 
	 	MYDX, INC.
	 	 	 
	 	By:	/s/ Daniel Yazbeck
	 	Title:	CEO









 


 


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