Exhibit 10.2


 


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 UNION CAPITAL, 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 $158,363.84, including principal amount of $110,000,
prepayment penalty of $44,000 and accrued interest of $4,363.84. 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 payment(s) made by the Company shall apply as described in Exhibit A: Initial payment $5,500 of principle, $218.19 of interest,
and $2,200 of premium and $7,918.19 as a fee for signing the amendment. Second payment $52,250 of principle, $2,072.82 of interest,
and $20,900 of premium.


 


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]


 






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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	 









 


UNION
CAPITAL, LLC


 


	By:	/s/
    Yakov Borenstein	 
	Name:	Yakov
    Borenstein	 
	Title:	Manager	 








 






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Exhibit A


 


Payment Schedule


 


	Date	 	Payment Amount
	Date of this Amendment*	 	
        $15,836.38* or “10% of the Outstanding Balance.”

         

        Note:

        *50% of payment ($7,918.19) will be applied to reduction of the
        note towards $5,500 of principle, $218.19 of interest, and $2,200 of premium. Following this payment, the principle balance of
        the Note will be $104,500.

         

        *50% of payment ($7,918.19) will be applied as a fee for the extension

         

	30 days upon execution of this Amendment	 	
        $75,222.82 (50% of the Outstanding Balance $52,250
        of principle, $2,072.82 of interest, and $20,900 of premium.)

         

	
         

        45 days upon execution of this Amendment

         

        Total:
	 	
         

        $75,222.82 (Full Outstanding Balance $52,250 of principle,
        $2,072.82 of interest, and $20,900 of premium.)

         

         

        $166,282.03 (Total Redemption including 5% Fee Extension)