Exhibit 10.1


 




AMENDMENT
NO. 1


TO


8%
CONVERTIBLE NOTE


 


This
Amendment No. 1 to the 8% Convertible Promissory Note (this “Amendment”) is made effective as of June 22, 2016, by
MYDX, INC., a Nevada corporation (the “Company”); and ADAR BAYS, LLC, a Florida limited liability company,
or its assigns (the “Holder”).


 


WHEREAS,
the Company and the Holder entered into that certain Securities Purchase Agreement, dated December 21, 2015, pursuant to which
the Company issued and sold that certain 8% Convertible Note to the Holder in the amount of One Hundred Ten Thousand and No/100
United States Dollars (US$110,000) (the “Note”);


 


WHEREAS,
as of the date hereof, a total aggregate amount of One Hundred Ten Thousand and No/100 United States Dollars (US$110,000) of principal
plus applicable interest are outstanding;


 


WHEREAS,
the Company intends to redeem the Note by paying 140% of the principal plus accrued interest, pursuant to Section 4(c) of the
Note, according to the terms of this Amendment;


 


WHEREAS,
the parties to this Amendment desire to amend certain terms of the Note, as set forth herein;


 


NOW,
THEREFORE, in consideration of the premises set forth above, the covenants and agreements hereinafter set forth, and other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


1.
Defined Terms. Except as expressly provided in this Amendment, all capitalized terms used in this Amendment have meanings
ascribed to them in the Note and those definitions are incorporated by reference into this Amendment.


 


2.
Redemption Amount and Payment Schedule. The total redemption amount for the Note shall be $158,424.44, including principal
amount of $110,000, prepayment penalty of $44,000 and accrued interest of $4,424.44. The parties agree to the payment schedule
as set forth in Exhibit A hereof.


 


3.
Conversion. The Holder agrees not to convert the Note unless the Company is default in the payment of the redemption
amount on this Amendment and such default is not cured within fifteen (15) business days. If the Company is default in the payment
and such default is not cured within 15 business days, then the amendment shall be deemed null and void and of no further force
or effect. In such event, the allocated payment made by the Company shall apply as per exhibit A (Payment Schedule.)


 


4.
Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original
as against the party whose signature appears thereon, and all of which shall together constitute one and the same instrument.
This Amendment shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures
of all the parties reflected hereon as the signatories.


 






     


     


    

 


5.
Third Parties. Except as specifically set forth or referred to herein, nothing herein express of implied is intended
or shall be construed to confer upon or give to any person other than the parties hereto and their permitted successors or assigns,
any claims, rights, remedies under or by reason of this Amendment.


 


6.
Governing Law. This Amendment shall be governed and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed entirely within such State and the federal laws of the United States of America,
without regard to the conflict of laws rules thereof.


 


7.
No Other Amendment. All other terms and conditions of the Note shall remain in full force and effect and the Note shall
be read and construed as if the terms of this Amendment were included therein by way of addition or substitution, as the case
may be.


 


[signature
page follows]


 






    	 	2	 



     

    

 


IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth above.


 


	MYDX,
    INC.	 
	 	 	 
	By:	/s/ Daniel
    Yazbeck	 
	Name:	Daniel
    Yazbeck	 
	Title:	Chief
Executive Officer	 
	 	 	 
	ADAR
    BAYS, LLC	 
	 	 	 
	By:	/s/ Samuel
    Eisenberg	 
	Name:	Samuel
    Eisenberg	 
	Title:	Manager	 





 



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Exhibit
A


 


Payment
Schedule


 


	Date	 	Payment
    Amount
	Date
    of this Amendment	 	$15,842.44
        or “10% of the Outstanding Balance.”

         

        Note:

        *(50%
        of payment will be applied to reduction of the note towards $5,500 of principle, $221.22 of interest, and $2,200 of premium.
        Following this payment, the principle balance of the Note will be $104,500.

         

        *(50%
        of payment will be applied as a fee for the extension)

         

	30
    days upon execution of this Amendment	 	$75,251.61
        (50% of the Outstanding Balance)

        

	 

        45
        days upon execution of this Amendment

         

        Total:
	 	 

        $75,251.61
        (Full Outstanding Balance)

         

        

        $166,345.66
        (Total Redemption including 5% Fee Extension)