MyDx, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 16th, 2016 • MyDx, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 10, 2016, by and between MYDX, INC., a Nevada corporation, with headquarters located at 6335 Ferris Square, Suite B, San Diego, CA 92121 (the “Company”), and CROWN BRIDGE PARTNERS, LLC, a New York limited liability company, with its address at 1173a 2nd Avenue, Suite 126, New York, NY 10065 (the “Buyer”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 4th, 2019 • MyDx, Inc. • Measuring & controlling devices, nec • Nevada

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of October 2, 2019 between MyDx, Inc., a Nevada corporation (the “Company”), and Daniel Yazbeck (“Indemnitee”). Capitalized terms used in this Agreement shall have the meanings set forth in this Section 13, unless the context clearly requires a different meaning or they are defined elsewhere in this Agreement.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 26th, 2019 • MyDx, Inc. • Measuring & controlling devices, nec • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 18, 2019, by and between MyDx, Inc., a Nevada corporation, with headquarters located at 6335 Ferris Square, Suite B, San Diego, CA 92121 (the “Company”) and GS CAPITAL PARTNERS, LLC, with its address at 30 Broad Street, Suite 1201, New York, NY 10004 (the “Buyer”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 9th, 2018 • MyDx, Inc. • Measuring & controlling devices, nec • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 1, 2018, by and between MYDX, INC., a Nevada corporation, with its address at 6335 Ferris Square, Suite B, San Diego, CA 92121 (the “Company”), and GENEVA ROTH REMARK HOLDINGS, INC., a New York corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).

EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • February 9th, 2016 • MyDx, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • California

THIS EQUITY PURCHASE AGREEMENT entered into as of the 2nd day of February, 2016 (this "AGREEMENT"), by and between KODIAK CAPITAL GROUP, LLC, a Delaware limited liability company ("INVESTOR"), and MYDX, INC., a Nevada corporation (the "COMPANY").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 9th, 2016 • MyDx, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • California

This Registration Rights Agreement ("Agreement"), dated February 2, 2016, is made by and between MYDX, INC., Nevada corporation ("Company"), and KODIAK CAPITAL GROUP, LLC a Delaware limited liability company (the "Investor").

MYDX, INC. CONVERTIBLE NOTE
MyDx, Inc. • May 27th, 2016 • Plastic material, synth resin/rubber, cellulos (no glass) • Nevada

FOR VALUE RECEIVED, MyDx, Inc., a Nevada corporation with a par value of $0.001 per common share (“Par Value”) (the "Company"), hereby promises to pay to the order of Vista Capital Investments, LLC or registered assigns (the "Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).

CDX, INC. INVESTORS’ RIGHTS AGREEMENT March [___], 2014
Rights Agreement • May 5th, 2015 • MyDx, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • California

This Investors’ Rights Agreement (this “Agreement”) is dated as of March [__], 2014, and is between CDx, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A (each, an “Investor” and collectively, the “Investors”).

Contract
MyDx, Inc. • December 24th, 2015 • Plastic material, synth resin/rubber, cellulos (no glass)

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.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 5th, 2015 • MyDx, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • California

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October [___], 2014 by and among CDx, Inc., a Delaware corporation (the “Company”), and the parties listed on Schedule I hereto (collectively, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement (as defined below).

AMENDMENT #2 TO SUPPLY AGREEMENT
Supply Agreement • January 13th, 2017 • MyDx, Inc. • Measuring & controlling devices, nec

THIS AMENDMENT #2 TO SUPPLY AGREEMENT (this “Supply Amendment Agreement”) is made as of November 29, 2016 (the “Effective Date”) by and between CDx, Inc., a Delaware corporation with its principal place of business at 6335 Ferris Square, Suite B, San Diego, CA 92121 (“CDX” or the “Company”), and Next Dimension Technologies, Inc., a California corporation with its principal place of business at 1 West Mountain Street, #11, Pasadena, CA 91103 (“NDT” or the “Supplier”). CDX and NDT are sometimes referred to herein individually as the “Party” or collectively as the “Parties”.

JDA TERMINATION AGREEMENT
Jda Termination Agreement • January 13th, 2017 • MyDx, Inc. • Measuring & controlling devices, nec • California

THIS JDA TERMINATION AGREMENT (this “JDA Termination Agreement”) is made as of November 29, 2016 (the “Effective Date”) by and between CDx, Inc., a Delaware corporation with its principal place of business at 6335 Ferris Square, Suite B, San Diego, CA 92121 (“CDX”), and Next Dimension Technologies, Inc., a California corporation with its principal place of business at 1 West Mountain Street, #11, Pasadena, CA 91103 (“NDT”). CDX and NDT are sometimes referred to herein individually as the “Party” or collectively as the “Parties”.

SUPPLY AGREEMENT
Supply Agreement • October 28th, 2015 • MyDx, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • California

This SUPPLY AGREEMENT (this "Agreement"), effective as of April 24, 2015 (the "Effective Date"), is made by and between CDx, Inc., having a place of business at 6335 Ferris Square, Suite B, San Diego, CA 92121, ("Company"), and Next Dimension Technologies, Inc., having a place of business at 1 West Mountain Street, #11, Pasadena, CA 91103 ("Supplier"). Company and Supplier may be referred to herein each, individually, as a "Party" or, collectively, as the "Parties".

SECURITIES PURCHASE AGREEMENT
Subscription Agreement • January 11th, 2017 • MyDx, Inc. • Measuring & controlling devices, nec • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is made as of December 23, 2016, by and among MyDx, Inc., a Nevada corporation (the “Company”), and YCIG, Inc. or its designees (“Subscriber”).

AGREEMENT AND PLAN OF MERGER by and among Brista Corp., CDX MERGE, INC. and CDX, INC. Dated as of APRIL 9, 2015
Agreement and Plan of Merger • April 14th, 2015 • Brista Corp. • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware

AGREEMENT AND PLAN OF MERGER, dated as ofApril 9, 2015 (this “Agreement”), by and among Brista Corp., a Nevada corporation (“Brista”), CDX Merge, Inc., a Delaware corporation and a direct wholly owned subsidiary of Brista (“Merger Sub”), and CDx, Inc., a Delaware corporation (“CDx”).

EXCLUSIVE PATENT SUBLICENSE AGREEMENT
Exclusive Patent Sublicense Agreement • May 26th, 2015 • MyDx, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • California

This EXCLUSIVE PATENT SUBLICENSE AGREEMENT (this “Agreement”) is made as of April 24, 2015 (the “Effective Date”) by and between Next Dimension Technologies, Inc., a corporation organized under the laws of California, having its principal office at 1 West Mountain Street, #11, Pasadena, CA 91102 (“NDT”), and CDx, Inc., a corporation organized under the laws of Delaware, having its principal office at 4225 Executive Square Suite 600, La Jolla, CA 92037 (“CDx”). NDT and CDx are each referred to herein as such or, individually, as a “Party” or, collectively, as “Parties.”

SETTLEMENT AGREEMENT AND GENERAL RELEASE
Subscription Agreement • January 11th, 2017 • MyDx, Inc. • Measuring & controlling devices, nec • New York

THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE (this “Agreement”), dated December 23, 2016 (the “Effective Date”), is executed by and between CDx, Inc., a Delaware corporation and a wholly owned subsidiary of MyDx, Inc., a Nevada corporation, (the “Company”), and Daniel R. Yazbeck (“Yazbeck”). The Company and Yazbeck are each respectively referred to herein as a “Party” and collectively as “the Parties.”

AMENDMENT NO. 1 TO 8% CONVERTIBLE NOTE
Convertible Note • July 1st, 2016 • MyDx, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • New York

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”).

SETTLEMENT AGREEMENT AND MUTUAL RELEASES
Settlement Agreement and Mutual Releases • March 17th, 2017 • MyDx, Inc. • Measuring & controlling devices, nec • Florida

This Settlement Agreement (this “Agreement”) is made as of this 9th day of March, 2017 (the “Effective Date”), by and between MyDX, Inc. (“MYDX”) and Phoenix Fund Management, LLC (“Phoenix”). MYDX and Phoenix are hereinafter referred to jointly as the “Parties” and make this Agreement in reference to the following:

SETTLEMENT AGREEMENT AND MUTUAL RELEASES
Settlement Agreement and Mutual Releases • August 14th, 2018 • MyDx, Inc. • Measuring & controlling devices, nec • California

This Settlement Agreement (this “Agreement”) is made as of July 30, 2018 (the “Effective Date”), by and between Torque Research & Development, Inc, and its assignees. (“TRD”) and MyDx, Inc (“MyDx”). TRD and MyDx are hereinafter referred to jointly as the “Parties” and make this Agreement in reference to the following:

SETTLEMENT AGREEMENT
Settlement Agreement • August 21st, 2017 • MyDx, Inc. • Measuring & controlling devices, nec • California
AMENDMENT #1 TO JOINT DEVELOPMENT AGREEMENT
Joint Development Agreement • May 19th, 2015 • MyDx, Inc. • Plastic material, synth resin/rubber, cellulos (no glass)

WHEREAS, CDx. Inc. ("CDX") and Next Dimension Technologies. Inc. ("NDT") are parties to a Joint Development Agreement (the "Agreement") executed by the parties on November 1, 2013; and

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ESCROW AGREEMENT
Escrow Agreement • January 11th, 2017 • MyDx, Inc. • Measuring & controlling devices, nec • California

THIS ESCROW AGREEMENT (the “Escrow Agreement”) is dated as of Decemebr 23, 2016 by and among (i) MyDx, Inc., a Nevada corporation ("MYDX" and individually a “Party”), (ii) YCIG, Inc. “YCIG” and inidvidually a “Party”), and (iii) Nevada Agency and Transfer Company, a Nevada Corporation (the “Escrow Agent or NAT” and individually a “Party”). MyDX, YCIG and the Escrow Agent may hereinafter be referred to collectively as the “Parties.”

SETTLEMENT AGREEMENT AND GENERAL RELEASE
Settlement Agreement and General Release • November 13th, 2018 • MyDx, Inc. • Measuring & controlling devices, nec • New York

THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE (this “Agreement”), dated November 10, 2018 (the “Effective Date”), is executed by and between CDx, Inc., a Delaware corporation and a wholly owned subsidiary of MyDx, Inc., a Nevada corporation, (the “Company”), and Daniel R. Yazbeck (“Yazbeck”). The Company and Yazbeck are each respectively referred to herein as a “Party” and collectively as “the Parties.”

SETTLEMENT AGREEMENT AND STIPULATION
Settlement Agreement and Stipulation • December 2nd, 2016 • MyDx, Inc. • Measuring & controlling devices, nec • Florida

THIS SETTLEMENT AGREEMENT and STIPULATION is dated as of November 29, 2016 by and between MyDx, Inc. (“MYDX” or the “Company”), a corporation formed under the laws of the State of Nevada, and Rockwell Capital Partners, Inc., (“RCP”), a Delaware Corporation.

AMENDMENT #4 TO JOINT DEVELOPMENT AGREEMENT
Joint Development Agreement • May 26th, 2015 • MyDx, Inc. • Plastic material, synth resin/rubber, cellulos (no glass)

WHEREAS, CDx, Inc. ("CDX") and Next Dimension Technologies, Inc. ("NDT") are parties to a Joint Development Agreement executed by the parties on November 1, 2013, as modified by Amendment #1, Amendment, #2, and Amendment #3 to the Joint Development Agreement executed by the parties on April 21, 2014, July 1, 2015, and March 13, 2015, respectively (the "Agreement"); and

FIRST AMENDMENT TO THE EXCLUSIVE PATENT SUBLICENSE AGREEMENT
Patent Sublicense Agreement • January 13th, 2017 • MyDx, Inc. • Measuring & controlling devices, nec

THIS FIRST AMENDMENT TO THE EXCLUSIVE PATENT SUBLICENSE AGREMENT (this “Sublicense Amendment Agreement”) is made as of November 29, 2016 (the “Effective Date”) by and between CDx, Inc., a Delaware corporation with its principal place of business at 6335 Ferris Square, Suite B, San Diego, CA 92121 (“CDx”), and Next Dimension Technologies, Inc., a California corporation with its principal place of business at 1 West Mountain Street, #11, Pasadena, CA 91103 (“NDT”). CDx and NDT are sometimes referred to herein individually as the “Party” or collectively as the “Parties”.

SUBSCRIPTION AGREEMENT BRISTA CORP.
Subscription Agreement • January 13th, 2014 • Brista Corp. • Plastic material, synth resin/rubber, cellulos (no glass)

This Subscription Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by all parties.

AMENDMENT #3 TO JOINT DEVELOPMENT AGREEMENT
Joint Development Agreement • May 19th, 2015 • MyDx, Inc. • Plastic material, synth resin/rubber, cellulos (no glass)

WHEREAS, CDx, Inc. ("CDX") and Next Dimension Technologies, Inc. ("NDT") are parties to a Joint Development Agreement executed by the parties on November 1, 2013, as modified by Amendment #1 to the Joint Development Agreement executed by the parties on April 21, 2014 and Amendment #2 to the Joint Development Agreement executed by the parties on July 1, 2015 (the "Agreement"); and

DISTRIBUTION AND LICENSE AGREEMENT
Distribution and License Agreement • November 23rd, 2016 • MyDx, Inc. • Measuring & controlling devices, nec • California

This DISTRIBUTION AND LICENSE AGREEMENT (the “Agreement”) is made and entered into as of this 1st day of September 2016, by and between Powerfull Holdings, Ltd., a company operating under the charter of the People’s Republic of China, with its principal place of business located at 1209 Block A, Focal Industrial Centre, 21 Man Lok Street, Kowloon Hong Kong ("Licensee"), and MyDx, Inc., a Nevada Corporation, with its principal place of business located at 6335 Ferris Square Suite B, San Diego, CA 92121 ("Licensor"). Powerfull Holdings and Licensor are sometimes referred to herein individually as the “Party” or collectively as the “Parties.”

SETTLEMENT AGREEMENT AND MUTUAL RELEASES
Settlement Agreement and Mutual Releases • March 17th, 2017 • MyDx, Inc. • Measuring & controlling devices, nec • California

This Settlement Agreement (this "Agreement") is made as of this 10th day of March, 2017 (the “Effective Date”), by and between MyDX, Inc. (“MYDX”) and Bright Light Marketing, Inc. (“BLM”). The forgoing are hereinafter referred to jointly as the "Parties" and make this Agreement in reference to the following:

EMPLOYMENT AGREEMENT
Employment Agreement • May 5th, 2015 • MyDx, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • California

This EMPLOYMENT AGREEMENT is entered into as of October 15, 2014 by and between CDx, Inc., a Delaware Company (the “Company”), and Daniel Yazbeck (“Executive”), and is effective upon approval of a majority vote of The Board of Directors.

Contract
Common Stock Purchase • April 25th, 2019 • MyDx, Inc. • Measuring & controlling devices, nec

THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS COMMON STOCK PURCHASE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.

Contract
Common Stock Purchase • November 13th, 2018 • MyDx, Inc. • Measuring & controlling devices, nec

THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS COMMON STOCK PURCHASE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.

MyDx Affiliate Program Agreement
Mydx Affiliate Program Agreement • April 27th, 2016 • MyDx, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • California

This MyDx Wholesale Affiliate Program Agreement (the "Agreement") dated as of April 1, 2016 (the "Effective Date") is entered into by Nanolux Technology Inc., a California corporation ("Affiliate"), and CDx, Inc., a Delaware corporation ("CDx" or "Company") (collectively, the "Parties").

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