MyDx Inc. (fka MYDX)

[John Kent]

Tons of notes issued AS increased to 10 bill and now RS on deck

1. Grant discretionary authority to the Board, at any time or times for a period of 12 months after the date of the Written Consent, to adopt an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), to effect a reverse stock split at a ratio of (i) 1-for-250; (ii) 1-for-500; (iii) 1-for-750; (iv) 1-for-1000; (v) 1-for-1250; (vi) 1-for-1500; (vii) 1-for-2000; or (viii) 1-for-2500, such ratio to be determined by the Board, or to determine not to proceed with the reverse stock split (the “ Reverse Split ”);

2. Authorize the Board to designate the MyDx, Inc. 2017 Stock Incentive Plan (the “ Plan ” and collectively with the above described actions, the “ Corporate Actions ”).

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