PARALLAX HEALTH SCIENCES, INC. (Form: 8-K, Received: 03/22/2019 14:42:27)

EXHIBIT A

Note: March 18, 2019

NEITHER THESE SECURITI ES NOR THE SECURITIES INTO WHICH THESE

SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED

STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN

EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS

AMENDED (THE “ SECURITIES ACT ” ), AND, ACCORDINGLY, MAY NOT BE

OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION

STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE

EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE

REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE

EVENT OF A PARTIAL REDEMPTION OR CONVERSION.

AS A RESULT,

FOLLOWING ANY REDEMPTION OR CONVERSION OF ANY PORTION OF THIS

NOTE, THE OUTSTANDING PRINCIPAL SUM REPRESENTED BY THIS NOTE MAY

BE LESS THAN THE PRINCIPAL SUM AND ACCRUED INTEREST SET FORTH

BELOW.

12% FIXED CONVERTIBLE PROMISSORY NOTE

PARALLAX HEALTH SCIENCES, INC.

Issuance Date: March 18, 2019

Total Face Value of Note: $260,000

Initial Consideration: $125,000

Initial Original Issue Discount: $5,000

Initial Principal Sum Due: $130,000

T HIS N OTE is a duly authorized Fixed Convertible Promissory Note of Parallax Health

Sciences, Inc., a corporation duly organized and existing under the laws of the State of Nevada

(the “ Company ” ), designated as the Company's 12% Fixed Convertible Promissory Note in the

principal amount of $260,000 (the “ Note ” ). This Note will become effective only upon

execution by both parties and delivery of the first payment of consideration by the Holder,

defined below, (the “ Effective Date ” ).

F OR V ALUE R ECEIVED , the Company hereby promises to pay to the order of Harbor

Gates Capital, LLC or its registered assigns or successors-in-interest (the “ Holder ” ) the

principal sum of $260,000 (the “ Principal Sum ” ) and to pay “ guaranteed ” interest on the

principal balance hereof at an amount equivalent to 12% of the Principal Sum, to the extent such

Principal Sum and “ guaranteed ” interest and any other interest, fees, liquidated damages and/or

items due to Holder herein have not been repaid or converted into the Company's Common Stock

(the “ Common Stock ” ), in accordance with the terms hereof. Upon the execution of this Note

the sum of $125,000 (the “ Initial Consideration ” ) shall be remitted and delivered to the

Company, and $5,000 (the “ Initial Original Issue Discount ” ) shall be retained by the Holder

through an original issue discount (the “ OID ” ) for due diligence and legal bills related to this

transaction. The OID is set at $10,000 on all money funded, and shall be prorated based on the

Consideration, defined below, actually paid by the Holder. The Company covenants that within 1

month(s) of the Effective Date of the Note, it shall utilize approximately $125,000 of the

proceeds in the manner set forth on Schedule 1, attached hereto (the “ Use of Proceeds ” ), and

shall promptly provide evidence thereof to Holder, in sufficient detail as reasonably requested by

Holder.

For a period of twenty-one (21) calendar days, the Holder may pay additional

consideration (each, a “ Consideration ” ) to the Company in such amounts and at such dates

(each, an “ Additional Consideration Date ” ) as Holder may choose in its sole discretion. The

Principal Sum due to Holder shall be prorated based on the Consideration actually paid by

Holder (plus the “ guaranteed ” interest and the prorated OID, both which are prorated based on

the Consideration actually paid by the Holder, as well as any other interest or fees) such that the

Company is only required to repay the amount funded and the Company is not required to repay

any unfunded portion of this Note. The Maturity Date is six months from the Effective Date of

each payment (the “ Maturity Date ” ) and is the date upon which the Principal Amount of this

Note, as well as any unpaid interest and other fees, shall be due and payable.

In addition to the “ guaranteed ” interest referenced above, and in the Event of Default

pursuant to Section 2.00(a), additional interest will accrue from the date of the Event of Default

at the rate equal to the lower of 22% per annum or the highest rate permitted by law (the

“ Default Rate ” ).

This Note will become effective only upon the execution by both parties, including the

execution of Exhibits B, C, D, E, Schedule 1, and the Irrevocable Transfer Agent Instructions

(the “ Date of Execution ” ) and delivery of the initial payment of consideration by the Holder (the

“ Effective Date ” ).

This Note may be prepaid by the Company, in whole or in part, according to the

following schedule:

Days Since Effective Date

Prepayment Amount

Under 90

110% of Principal Amount

91-135

120% of Principal Amount

136-180

140% of Principal Amount

After 180 days from the Effective Date this Note may not be prepaid without written

consent from Holder, which consent may be withheld, delayed or denied in Holder ’ s sole and

absolute discretion. Whenever any amount expressed to be due by the terms of this Note is due

on any day which is not a Business Day (as defined below), the same shall instead be due on the

next succeeding day which is a Business Day. If the Note is in default, per Section 2.00(a)

below, the Company may not prepay the Note without written consent of the Holder.

For purposes hereof the following terms shall have the meanings ascribed to them below:

“Business Day” shall mean any day other than a Saturday, Sunday or a day on which

commercial banks in the City of New York are authorized or required by law or executive order

to remain closed.

“Conversion Price” shall be fixed at a price per share equal to $.10.

“ Principal Amount ” shall refer to the sum of (i) the original principal sum of this Note

(including the original issue discount, prorated if the Note has not been funded in full), (ii) any

additional payments made by the Holder towards the Principal Sum (iii) all guaranteed and other

accrued but unpaid interest hereunder, (iv) any fees due hereunder, (v) liquidated damages, and

(vi) any default payments owing under the Note, in each case previously paid or added to the

Principal Amount.

“ Principal Market ” shall refer to the primary exchange on which the Company ’ s

common stock is traded or quoted.

“Trading Day” shall mean a day on which there is trading or quoting for any security on

the Principal Market.

“Underlying Shares” means the shares of common stock into which the Note is

convertible (including interest, fees, liquidated damages and/or principal payments in common

stock as set forth herein) in accordance with the terms hereof.

The following terms and conditions shall apply to this Note:

Section 1.00 Conversion .

(a)

Conversion Right. Subject to the terms hereof and restrictions and

limitations contained herein, the Holder shall have the right, at the Holder's sole option, at any

time and from time to time to convert in whole or in part the outstanding and unpaid Principal

Amount under this Note into shares of Common Stock as per the Conversion Price, but not to

exceed the Restricted Ownership Percentage, as defined in Section 1.00(f). The date of any

conversion notice ( “ Conversion Notice ” ) hereunder shall be referred to herein as the

“ Conversion Date ” . The Conversion Price shall be equitably adjusted in the event of a forward

split, stock dividend, or the like, but shall not be adjusted in the event of a reverse split,

recombination, or the like.

(b)

Stock Certificates or DWAC . The Company will deliver to the Holder, or

Holder ’ s authorized designee, no later than 2 Trading Days after the Conversion Date, a

certificate or certificates (which certificate(s) shall be free of restrictive legends and trading

restrictions if the shares of Common Stock underlying the portion of the Note being converted

are eligible under a resale exemption pursuant to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) of the

Securities Act of 1933, as amended) representing the number of shares of Common Stock being

acquired upon the conversion of this Note. In lieu of delivering physical certificates representing

the shares of Common Stock issuable upon conversion of this Note, provided the Company's

transfer agent is participating in DTC ’ s FAST program, the Company shall instead use

commercially reasonable efforts to cause its transfer agent to electronically transmit such shares

issuable upon conversion to the Holder (or its designee), by crediting the account of the Holder ’ s

(or such designee ’ s) broker with DTC through its DWAC program (provided that the same time

periods herein as for stock certificates shall apply).

(c)

Charges and Expenses. Issuance of Common Stock to Holder, or any of its

assignees, upon the conversion of this Note shall be made without charge to the Holder for any

issuance fee, transfer tax, legal opinion and related charges, postage/mailing charge or any other

expense with respect to the issuance of such Common Stock. Company shall pay all Transfer

Agent fees incurred from the issuance of the Common Stock to Holder, as well as any and all

other fees and charges required by the Transfer Agent as a condition to effectuate such issuance.

Any such fees or charges, as noted in this Section that are paid by the Holder (whether from the

Company ’ s delays, outright refusal to pay, or otherwise), will be automatically added to the

Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144.

(d)

Delivery Timeline. If the Company fails to deliver to the Holder such

certificate or certificates (or shares through the DWAC program) pursuant to this Section (free of

any restrictions on transfer or legends, if eligible) prior to 3 Trading Days after the Conversion

Date, the Company shall pay to the Holder as liquidated damages an amount equal to $2,000 per

day, until such certificate or certificates are delivered. The Company acknowledges that it would

be extremely difficult or impracticable to determine the Holder ’ s actual damages and costs

resulting from a failure to deliver the Common Stock and the inclusion herein of any such

additional amounts are the agreed upon liquidated damages representing a reasonable estimate of

those damages and costs. Such liquidated damages will be automatically added to the Principal

Sum of the Note and tack back to the Effective Date for purposes of Rule 144.

(e)

Reservation of Underlying Securities. The Company covenants that it will

at all times reserve and keep available for Holder, out of its authorized and unissued Common

Stock solely for the purpose of issuance upon conversion of this Note, free from preemptive

rights or any other actual contingent purchase rights of persons other than the Holder, five times

the number of shares of Common Stock as shall be issuable (taking into account the adjustments

under this Section 1.00, but without regard to any ownership limitations contained herein) upon

the conversion of this Note (consisting of the Principal Amount) under the formula in Section

2.00(c) below to Common Stock (the “ Required Reserve ” ). The Company covenants that all

shares of Common Stock that shall be issuable will, upon issue, be duly authorized, validly

issued, fully-paid, non-assessable and freely-tradable (if eligible). If the amount of shares on

reserve in Holder ’ s name at the Company ’ s transfer agent for this Note shall drop below the

Required Reserve, the Company will, within 2 Trading Days of notification from Holder, instruct

the transfer agent to increase the number of shares so that the Required Reserve is met. In the

event that the Company does not instruct the transfer agent to increase the number of shares so

that the Required Reserve is met, the Holder will be allowed, if applicable, to provide this

instruction as per the terms of the Irrevocable Transfer Agent Instructions attached to this Note.

The Company agrees that the maintenance of the Required Reserve is a material term of this

Note and any breach of this Section 1.00(e) will result in a default of the Note.

(f)

Conversion Limitation . The Holder will not submit a conversion to the

Company that would result in the Holder beneficially owning more than 9.99% of the then total

outstanding shares of the Company ( “ Restricted Ownership Percentage ” ).

(g)

Conversion Delays. If the Company fails to deliver shares in accordance

with the timeframe stated in Section 1.00(b), the Holder, at any time prior to selling all of those

shares, may rescind any portion, in whole or in part, of that particular conversion attributable to

the unsold shares. The rescinded conversion amount will be returned to the Principal Sum with

the rescinded conversion shares returned to the Company, under the expectation that any

returned conversion amounts will tack back to the Effective Date.

(h)

Shorting and Hedging. Holder may not engage in any “ shorting ” or

“ hedging ” transaction(s) in the Common Stock prior to conversion.

(i)

Conversion Right Unconditional . If the Holder shall provide a Conversion

Notice as provided herein, the Company's obligations to deliver Common Stock shall be absolute

and unconditional, irrespective of any claim of setoff, counterclaim, recoupment, or alleged

breach by the Holder of any obligation to the Company.

Section 2.00 Defaults and Remedies .

(a)

Events of Default. An “ Event of Default ” is: (i) a default in payment of

any amount due hereunder which default continues for more than 5 Trading Days after the due

date; (ii) a default in the timely issuance of underlying shares upon and in accordance with terms

of Section 1.00, which default continues for 2 Trading Days after the Company has failed to

issue shares or deliver stock certificates within the 3rd Trading Day following the Conversion

Date; (iii) if the Company does not issue the press release or file the Current Report on Form 8-

K, in each case in accordance with the provisions and the deadlines referenced Section 4.00(j);

(iv) failure by the Company for 3 days after notice has been received by the Company to comply

with any material provision of this Note; (v) failure of the Company to remain compliant with

DTC, thus incurring a “ chilled ” status with DTC; (vi) any default of any mortgage, indenture or

instrument which may be issued, or by which there may be secured or evidenced any

indebtedness, for money borrowed by the Company or for money borrowed the repayment of

which is guaranteed by the Company, whether such indebtedness or guarantee now exists or

shall be created hereafter; (vii) if the Company is subject to any Bankruptcy Event; (viii) any

failure of the Company to satisfy its “ filing ” obligations under the Securities Exchange Act of

1934, as amended (the “ 1934 Act ” ) and the rules and guidelines issued by OTC Markets News

Service, OTCMarkets.com and their affiliates; (ix) failure of the Company to remain in good

standing with its state of domicile; (x) any failure of the Company to provide the Holder with

information related to its corporate structure including, but not limited to, the number of

authorized and outstanding shares, public float, etc. within 1 Trading Day of request by Holder;

(xi) failure by the Company to maintain the Required Reserve in accordance with the terms of

Section 1.00(e); (xii) failure of Company ’ s Common Stock to maintain a closing bid price in its

Principal Market for more than 3 consecutive Trading Days; (xiii) any delisting from a Principal

Market for any reason; (xiv) failure by Company to pay any of its Transfer Agent fees in excess

of $2,000 or to maintain a Transfer Agent of record; (xv) failure by Company to notify Holder of

a change in Transfer Agent within 24 hours of such change; (xvi) any trading suspension

imposed by the United States Securities and Exchange Commission (the “ SEC ” ) under Sections

12(j) or 12(k) of the 1934 Act; (xvii) failure by the Company to meet all requirements necessary

to satisfy the availability of Rule 144 to the Holder or its assigns, including but not limited to the

timely fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC,

requirements for XBRL filings, and requirements for disclosure of financial statements on its

website; (xviii) failure of the Company to abide by the Use of Proceeds or failure of the Company to

inform the Holder of a change in the Use of Proceeds; or (xix) failure of the Company to abide by

the terms of the right of first refusal contained in Section 4.00(l).

(b)

Remedies. If an Event of Default occurs, the outstanding Principal

Amount of this Note owing in respect thereof through the date of acceleration, shall become, at

the Holder's election, immediately due and payable in cash at the “ Mandatory Default

Amount ” . The Mandatory Default Amount means 40% of the outstanding Principal Amount of

this Note, will be automatically added to the Principal Sum of the Note and tack back to the

Effective Date for purposes of Rule 144. Commencing 5 days after the occurrence of any Event

of Default that results in the eventual acceleration of this Note, this Note shall accrue additional

interest, in addition to the Note ’ s “ guaranteed ” interest, at a rate equal to the lesser of 22% per

annum or the maximum rate permitted under applicable law. In connection with such

acceleration described herein, the Holder need not provide, and the Issuer hereby waives, any

presentment, demand, protest or other notice of any kind, and the Holder may immediately and

without expiration of any grace period enforce any and all of its rights and remedies hereunder

and all other remedies available to it under applicable law. Such acceleration may be rescinded

and annulled by the Holder at any time prior to payment hereunder and the Holder shall have all

rights as a holder of the note until such time, if any, as the Holder receives full payment pursuant

to this Section 2.00(b). No such rescission or annulment shall affect any subsequent event of

default or impair any right consequent thereon. Nothing herein shall limit the Holder's right to

pursue any other remedies available to it at law or in equity including, without limitation, a

decree of specific performance and/or injunctive relief with respect to the Issuer's failure to

timely deliver certificates representing shares of Common Stock upon conversion of the Note as

required pursuant to the terms hereof.

(c)

Maturity Default Conversion Right . At any time and from time to time

after a default occurs solely due to the fact the Note is not retired on or before the Maturity Date

( “ Maturity Default ” ), subject to the terms hereof and restrictions and limitations contained

herein, the Holder shall have the right, at the Holder's sole option, to convert in whole or in part

the outstanding and unpaid Principal Amount under this Note into shares of Common Stock at

the Maturity Default Conversion Price. The “ Maturity Default Conversion Price ” shall be

equal to the lower of: (a) the Conversion Price or (b) 70% of the second lowest trading price of

the Company ’ s common stock during the 20 consecutive Trading Days prior to the date on

which Holder elects to convert all or part of the Note. For the purpose of calculating the

Maturity Default Conversion Price only, any time after 4:00 pm Eastern Time (the closing time

of the Principal Market) shall be considered to be the beginning of the next Business Day. If the

Company is placed on “ chilled ” status with the DTC, the discount shall be increased by 10%,

i . e ., from 30% to 40%, until such chill is remedied. If the Company is not DWAC eligible

through their Transfer Agent and DTC ’ s FAST system, the discount will be increased by 5%,

i . e ., from 30% to 35%. In the case of both, the discount shall be a cumulative increase of 15%,

i . e ., from 30% to 45%.

Section 3.00 Representations and Warranties of Holder.

Holder hereby represents and warrants to the Company that:

(a)

Holder is an “ accredited investor, ” as such term is defined in Regulation D

of the Securities Act of 1933, as amended (the “ 1933 Act ” ), and will acquire this Note and the

Underlying Shares (collectively, the “ Securities ” ) for its own account and not with a view to a

sale or distribution thereof as that term is used in Section 2(a)(11) of the 1933 Act, in a manner

which would require registration under the 1933 Act or any state securities laws. Holder has such

knowledge and experience in financial and business matters that such Holder is capable of

evaluating the merits and risks of the Securities. Holder can bear the economic risk of the

Securities, has knowledge and experience in financial business matters and is capable of bearing

and managing the risk of investment in the Securities. Holder recognizes that the Securities have

not been registered under the 1933 Act, nor under the securities laws of any state and, therefore,

cannot be resold unless the resale of the Securities is registered under the 1933 Act or unless an

exemption from registration is available. Holder has carefully considered and has, to the extent

Holder believes such discussion necessary, discussed with its professional, legal, tax and

financial advisors, the suitability of an investment in the Securities for its particular tax and

financial situation and its advisers, if such advisors were deemed necessary, and has determined

that the Securities are a suitable investment for it. Holder has not been offered the Securities by

any form of general solicitation or advertising, including, but not limited to, advertisements,

articles, notices or other communications published in any newspaper, magazine, or other similar

media or television or radio broadcast or any seminar or meeting where, to Holders ’ knowledge,

those individuals that have attended have been invited by any such or similar means of general

solicitation or advertising. Holder has had an opportunity to ask questions of and receive

satisfactory answers from the Company, or any person or persons acting on behalf of the

Company, concerning the terms and conditions of the Securities and the Company, and all such

questions have been answered to the full satisfaction of Holder. The Company has not supplied

Holder any information regarding the Securities or an investment in the Securities other than as

contained in this Agreement, and Holder is relying on its own investigation and evaluation of the

Company and the Securities and not on any other information.

(b)

The Holder is a limited liability company duly organized, validly existing

and in good standing under the laws of the state of its incorporation and has all requisite

corporate power and authority to carry on its business as now conducted. The Holder is duly

qualified to transact business and is in good standing in each jurisdiction in which the failure to

so qualify would have a material adverse effect on its business or properties.

(c)

All limited liability company action has been taken on the part of the

Holder, its officers, directors, managers and members necessary for the authorization, execution

and delivery of this Note. The Holder has taken all limited liability company action required to

make all of the obligations of the Holder reflected in the provisions of this Note, valid and

enforceable obligations.

(d)

Each certificate or instrument representing Securities will be endorsed

with the following legend (or a substantially similar legend), unless or until registered under the

1933 Act or exempt from registration:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND

MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED

UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER

SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN

COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR

THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER

OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE

COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR

HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND

PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

Section 4.00 General.

(a)

Payment of Expenses. The Company agrees to pay all reasonable charges

and expenses, including attorneys' fees and expenses, which may be incurred by the Holder in

successfully enforcing this Note and/or collecting any amount due under this Note.

(b)

Assignment, Etc. The Holder may assign or transfer this Note to any

transferee at its sole discretion. This Note shall be binding upon the Company and its successors

and shall inure to the benefit of the Holder and its successors and permitted assigns.

(c)

Amendments. This Note may not be modified or amended, or any of the

provisions of this Note waived, except by written agreement of the Company and the Holder.

(d)

Funding Window . The Company agrees that it will not enter into a

convertible debt financing transaction with any party other than the Holder for a period of 30

Trading Days following the Effective Date and each Additional Consideration Date, as relevant.

The Company agrees that this is a material term of this Note and any breach of this Section

4.00(d) will result in a default of the Note.

(e)

Piggyback Registration Rights . The Company shall include on the next

registration statement that the Company files with the SEC (or on the subsequent registration

statement if such registration statement is withdrawn) all shares issuable upon conversion of this

Note. Failure to do so will result in liquidated damages of 30% of the outstanding Principal Sum

of this Note, but not less than $20,000, being immediately due and payable to the Holder at its

election in the form of a cash payment or an addition to the Principal Sum of this Note.

(f)

Terms of Future Financings. So long as this Note is outstanding, upon any

issuance by the Company or any of its subsidiaries of any convertible debt security (whether

such debt begins with a convertible feature or such feature is added at a later date) with any term

more favorable to the holder of such security or with a term in favor of the holder of such

security that was not similarly provided to the Holder in this Note, then the Company shall notify

the Holder of such additional or more favorable term and such term, at the Holder's option, shall

become a part of this Note and its supporting documentation. The types of terms contained in the

other security that may be more favorable to the holder of such security include, but are not

limited to, terms addressing conversion discounts, conversion look back periods, interest rates,

original issue discount percentages and warrant coverage.

(g)

Governing Law; Jurisdiction .

(i)

Governing Law. This Note will be governed by, and construed and

interpreted in accordance with, the laws of the Commonwealth of Puerto Rico without regard to

any conflicts of laws or provisions thereof that would otherwise require the application of the

law of any other jurisdiction.

(ii)

Jurisdiction and Venue . Any dispute, claim, suit, action or other

legal proceeding arising out of or relating to this Note or the rights and obligations of each of the

parties shall be brought only in the San Juan, Puerto Rico or in the federal courts of the United

States of America located in San Juan, Puerto Rico.

(iii) No Jury Trial . The Company hereto knowingly and voluntarily

waives any and all rights it may have to a trial by jury with respect to any litigation based on, or

arising out of, under, or in connection with, this Note.

(iv)

Delivery of Process by the Holder to the Company . In the event of

an action or proceeding by the Holder against the Company, and only by the Holder against the

Company, service of copies of summons and/or complaint and/or any other process that may be

served in any such action or proceeding may be made by the Holder via U.S. Mail, overnight

delivery service such as FedEx or UPS, email, fax, or process server, or by mailing or otherwise

delivering a copy of such process to the Company at its last known attorney as set forth in its

most recent SEC filing.

(v)

Notices . Any notice required or permitted hereunder (including

Conversion Notices) must be in writing and either personally served, sent by facsimile or email

transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the

time of transmission if by facsimile or email, and if by overnight courier the business day after

such notice is deposited with the courier service for delivery.

(h)

No Bad Actor. No officer or director of the Company would be

disqualified under Rule 506(d) of the Securities Act of 1933, as amended, on the basis of being a

“ bad actor ” as that term is established in the September 13, 2013 Small Entity Compliance Guide

published by the SEC.

(i)

Usury. If it shall be found that any interest or other amount deemed

interest due hereunder violates any applicable law governing usury, the applicable rate of interest

due hereunder shall automatically be lowered to equal the maximum rate of interest permitted

under applicable law. The Company covenants (to the extent that it may lawfully do so) that it

will not seek to claim or take advantage of any law that would prohibit or forgive the Company

from paying all or a portion of the principal, fees, liquidated damages or interest on this Note.

(j)

Securities Laws Disclosure; Publicity . The Company shall (a) by 9:30

a.m. Eastern Time on the Trading Day immediately following the Date of Execution, issue a

press release disclosing the material terms of the transactions contemplated hereby, and (b) file a

Current Report on Form 8-K, including a copy of this Note as an exhibit thereto, with the SEC

within the time required by the 1934 Act. From and after the filing of such press release, the

Company represents to the Holder that it shall have publicly disclosed all material, non-public

information delivered to the Holder by the Company, or any of its officers, directors, employees,

or agents in connection with the transactions contemplated by this Note. The Company and the

Holder shall consult with each other in issuing any other press releases with respect to the

transactions contemplated hereby, and neither the Company nor the Holder shall issue any such

press release nor otherwise make any such public statement without the prior consent of the

Company, with respect to any press release of the Holder, or without the prior consent of the

Holder, with respect to any press release of the Company, none of which consents shall be

unreasonably withheld, delayed, denied, or conditioned except if such disclosure is required by

law, in which case the disclosing party shall promptly provide the other party with prior notice of

such public statement or communication. Notwithstanding the foregoing, the Company shall not

publicly disclose the name of the Holder, or include the name of the Holder in any filing with the

SEC or any regulatory agency or Principal Market, without the prior written consent of the

Holder, except to the extent such disclosure is required by law or Principal Market regulations, in

which case the Company shall provide the Holder with prior notice of such disclosure permitted

hereunder.

The Company agrees that this is a material term of this Note and any breach of

this Section 4.00(j) will result in a default of the Note.

(k)

Attempted Below-par Issuance. In the event that the Holder delivers a

Conversion Notice to the Company and, if as of such date, (i) the Conversion Price would be less

than par value of the Company ’ s Common Stock and (ii) within three business days of the

delivery of the Conversion Notice, the Company shall not have reduced its par value such that all

of the requested conversion transaction may then be accomplished, then the Company and the

Holder shall utilize the following conversion protocol for Par Value Adjustment. The Holder

shall transmit to the Company: (X) a “ preliminary ” Conversion Notice for the full number of

shares of Common Stock that would be issued at the Conversion Price without regard to any

below-par value conversion issues; followed by (Y)* 〄䀀》々〄䀅倀々逄䀄  耄 • ” Conversion Notice for the

number of shares of Common Stock with the Conversion Price increased from the “ preliminary ”

Conversion Price to a Conversion Price at par value; and, finally, (Z) a “ liquidated damages ”

Conversion Notice for that number of shares of Common Stock that represents the difference

between the “ preliminary ” Conversion Notice full number of shares and the “ par value ”

Conversion Notice limited number of shares. The Conversion Price of such “ liquidated damages

Common Shares ” would be the par value of the Common Stock. Accordingly, through this

protocol, the Company would issue, in two transactions, an amount of shares of its Common

Stock equivalent to the full number of shares of Common Stock that would have been issued in

accordance with the “ preliminary ” Conversion Notice without regard to any below-par value

conversion issues. In the event that the Holder is precluded from exercising any or all of its

conversion rights hereunder as a result of a proposed “ below par ” conversion, the Company

agrees that, in lieu of actual damages for such failure, liquidated damages may be assessed and

recovered by the Holder without being required to present any evidence of the amount or

character of actual damages sustained by reason thereof. The amount of such liquidated

damages shall be an amount equivalent to the trading price utilized in the “ preliminary ”

Conversion Notice multiplied by the number of shares calculated on the “ liquidated damages ”

Conversion Notice. Such amount shall be assessed and become immediately due and payable to

the Holder (at its election) in the form of a (i) cash payment, (ii) an addition to the Principal Sum

of this Note, or (iii) the immediate issuance of that number of shares of Common Stock as

calculated on the “ liquidated damages ” Conversion Notice. Such liquidated damages are

intended to represent estimated actual damages and are not intended to be a penalty, but, by

virtue of their genesis and subject to the election of the Holder (as set forth in the immediately

preceding sentence), will be automatically added to the Principal Sum of the Note and tack back

to the Effective Date for purposes of Rule 144, as the Company ’ s failure to maintain the par

value of its Common Stock at an amount that would not result in a “ below par ” conversion

failure is equivalent to a default as of the Issuance Date of the Note.

(l)

Right of First Refusal . From and after the date of this Note and at all

times hereafter while the Note is outstanding, the Parties agree that, in the event that the

Company receives any written or oral proposal (the “ Proposal ” ) containing one or more offers

to provide additional capital or equity or debt financing (the “ Financing Amount ” ), the

Company agrees that it shall provide a copy of all documents received relating to the Proposal

together with a complete and accurate description of the Proposal to the Holder and all

amendments, revisions, and supplements thereto (the “ Proposal Documents ” ) no later than 3

business days from the receipt of the Proposal Documents. Following receipt of the Proposal

Documents from the Company, the Holder shall have the right (the “ Right of First Refusal ” ),

but not the obligation, for a period of 5 business days thereafter (the “ Exercise Period ” ), to

invest, at similar or better terms to the Company, an amount equal to or greater than the

Financing Amount, upon written notice to the Company that the Holder is exercising the Right

of First Refusal provided hereby. In furtherance of the Right of First Refusal, the Company

agrees that it will cooperate and assist the Holder in conducting a due diligence investigation of

the Company and its corporate and financial affairs and promptly provide the Holder with

information and documents that the Holder may reasonably request so as to allow the Holder to

make an informed investment decision. However, the Company and the Holder agree that the

Holder shall have no more than 5 business days from and after the expiration of the Exercise

Period to exercise its Right of First Refusal hereunder. This Right of First Refusal shall extend

to all purchases of debt held by, or assigned to or from, current stockholders, vendors, or

creditors, all transactions under Sections 3(a)9 and/or 3(a)10 or the Securities Act of 1933, as

amended, and all equity line-of-credit transactions.

[Signature Page to Follow.]

FORM OF CONVERSION NOTICE

(To be executed by the Holder in order to convert all or part of that certain $260,000 Fixed Convertible

Promissory Note identified as the Note)

DATE:

FROM:

Harbor Gates Capital, LLC (the “ Holder ” )

Re:

$260,000 Fixed Convertible Promissory Note (this “ Note ” ) originally issued by Parallax

Health Sciences, Inc., a Nevada corporation, to Harbor Gates Capital, LLC on March

18, 2019.

The undersigned on behalf of Harbor Gates Capital, LLC, hereby elects to convert

$ _______________________ o f the aggregate outstanding Principal Amount (as defined in the Note)

indicated below of this Note into shares of Common Stock, $0.001 par value per share, of Parallax

Health Sciences, Inc. (the “ Company ” ), according to the conditions hereof, as of the date written

below. If shares are to be issued in the name of a person other than undersigned, the undersigned will

pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and

opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to

the Holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of

the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice,

the undersigned will not exceed the “ Restricted Ownership Percentage ” contained in this Note.

Conversion information:

Date to Effect Conversion

Aggregate Principal Sum of Note Being Converted

Aggregate Interest/Fees Being Converted

Remaining Principal Balance

Number of Shares of Common Stock to be Issued

Applicable Conversion Price

Signature

Name

Address

EXHIBIT B

WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF

PARALLAX HEALTH SCIENCES, INC.

(Two Pages)

The undersigned, being directors of Parallax Health Sciences, Inc., a Nevada corporation (the

“ Company ” ), acting pursuant to the Bylaws of the Corporation, do hereby consent to, approve

and adopt the following preamble and resolutions:

Convertible Note with Harbor Gates Capital, LLC

The board of directors of the Company has reviewed and authorized the following documents

relating to the issuance of a Fixed Convertible Promissory Note in the amount of $260,000 with

Harbor Gates Capital, LLC.

The documents agreed to and dated March 18, 2019, are as follows:

12% Fixed Convertible Promissory Note of Parallax Health Sciences, Inc.

Exhibit A - Form of Conversion Notice

Exhibit C - Notarized Certificate of Chief Executive Officer

Exhibit D - Disbursement Instructions

Exhibit E - Company Capitalization Table & Current Debt and Liabilities Table

Schedule 1 – Use of Proceeds

Irrevocable Transfer Agent Instructions

The board of directors further agree to authorize and approve the issuance of shares to the Holder

at Conversion prices that are below the Company ’ s then current par value.

(The rest of this page left intentionally blank)

IN WITNESS WHEREOF, the undersigned member(s) of the board of directors of the Company

executed this unanimous written consent as of March 18, 2019.

Paul R. Arena, Director

Calli R. Bucci, Director

John L. Ogden, Director

Nathaniel T. Bradley, Director

E. William Withrow Jr., Director

EXHIBIT C

NOTARIZED CERTIFICATE OF CHIEF FINANCIAL OFFICER OF

PARALLAX HEALTH SCIENCES, INC.

(Two Pages)

The undersigned, Calli R. Bucci, is the duly elected Chief Financial Officer of Parallax

Health Sciences, Inc., a Nevada corporation (the “ Company ” ).

I hereby warrant and represent that I have undertaken a complete and thorough review of

the Company ’ s corporate and financial books and records, including, but not limited to, the

Company ’ s records relating to the following:

(A)

The issuance of that certain Fixed Convertible Promissory Note dated March 18,

2019 (the “ Note Issuance Date ” ) issued to Harbor Gates Capital, LLC (the

“ Holder ” ) in the stated original principal amount of $260,000 (the “ Note ” );

(B)

The Company ’ s Board of Directors duly approved the issuance of the Note to the

Holder;

(C)

The Company has not received and does not contemplate receiving any new

consideration from any persons in connection with any later conversion of the

Note and the issuance of the Company ’ s Common Stock upon any said

conversion;

(D)

To my best knowledge and after completing the aforementioned review of the

Company ’ s stockholder and corporate records, I am able to certify that the Holder

(and the persons affiliated with the Holder) are not officers, directors, or directly

or indirectly, ten percent (10.00%) or more stockholders of the Company and

none of said persons has had any such status in the one hundred (100) days

immediately preceding the date of this Certificate;

(E)

The Company ’ s Board of Directors have approved duly adopted resolutions

approving the Irrevocable Instructions to the Company ’ s Stock Transfer Agent

dated March 18, 2019;

(F)

Mark the appropriate selection:

_ X _ The Company represents that it is not a “ shell company, ” as that term is

defined in Section 12b-2 of the Securities Exchange Act of 1934, as amended, and

has never been a shell company, as so defined; or

___ The Company represents that (i) it was a “ shell company, ” as that term is

defined in Section 12b-2 of the Securities Exchange Act of 1934, as amended,

(ii) since ______, 201__, it has no longer been a shell company, as so defined,

and (iii) on _______, 201__, it provided Form 10-type information in a filing with

the Securities and Exchange Commission.

(G)

I understand the constraints imposed under Rule 144 on those persons who are or

may be deemed to be “ affiliates, ” as that term is defined in Rule 144(a)(1) of the

Securities Act of 1933, as amended.

(H)

I understand that all of the representations set forth in this Certificate will be

relied upon by counsel to Harbor Gates Capital, LLC in connection with the

preparation of a legal opinion.

I hereby affix my signature to this Notarized Certificate and hereby confirm the

accuracy of the statements made herein.

Signed:

Date:

Name:

Calli R. Bucci

T itle: Chief Financial Officer

SUBSCRIBED AND SWORN TO BEFORE ME ON THIS ________ DAY OF

MARCH, 2019.

____________________________________

Commission Expires:______________

Notary Public

EXHIBIT D

TO:

Harbor Gates Capital, LLC

FROM:

Parallax Health Sciences, Inc.

DATE:

March 18, 2019

RE:

Disbursement of Funds

Pursuant to that certain Fixed Convertible Promissory Note between the parties listed above and

dated March 18, 2019, a disbursement of funds will take place in the amount and manner

described below:

Please disburse to:

Amount to disburse:

$125,000

Form of distribution

Wire

Name

Parallax Health Sciences, Inc.

Company Address

1327 Ocean Avenue, Suite B

Santa Monica, CA 90401

Wire Instructions:

Bank: City National Bank, an RBC Company

ABA Routing Number:

Account Number:

SWIFT Code:

Account Name: Parallax Health Sciences, Inc.

Phone: 310-264-2924

TOTAL: $125,000

For: Parallax Health Sciences, Inc.

By:

_______________

Dated: March 18, 2019

Name: Paul R. Arena

Its:

Chief Executive Officer

after giving effect to the issuance of shares of Common Stock issuable upon

exercise of this Warrant. The Holder, upon notice to the Company, may increase

or decrease the Beneficial Ownership Limitation provisions of this Section

2.00(e), provided that the Beneficial Ownership Limitation in no event exceeds

9.99% of the number of shares of the Common Stock outstanding immediately

after giving effect to the issuance of shares of Common Stock upon exercise of

this Warrant held by the Holder and the provisions of this Section 1.00(e) shall

continue to apply. Any increase in the Beneficial Ownership Limitation will not

be effective until the 61 ^st day after such notice is delivered to the Company. The

provisions of this paragraph shall be construed and implemented in a manner

otherwise than in strict conformity with the terms of this Section 1.00(e) to correct

this paragraph (or any portion hereof) which may be defective or inconsistent with

the intended Beneficial Ownership Limitation herein contained or to make

changes or supplements necessary or desirable to properly give effect to such

limitation. The limitations contained in this paragraph shall apply to a successor

holder of this Warrant.

Section 2.00 Certain Adjustments.

Stock Dividends and Splits . If the Company, at any time while this

Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or

distributions on shares of its Common Stock or any other equity or equity equivalent

securities payable in shares of Common Stock (which, for avoidance of doubt, shall not

include any shares of Common Stock issued by the Company upon exercise of this

Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of

shares, (iii) combines (including by way of reverse stock split) outstanding shares of

Common Stock into a smaller number of shares or (iv) issues by reclassification of shares

of the Common Stock any shares of capital stock of the Company, then in each case the

Exercise Price shall be multiplied by a fraction of which the numerator shall be the

number of shares of Common Stock (excluding treasury shares, if any) outstanding

immediately before such event and of which the denominator shall be the number of

shares of Common Stock outstanding immediately after such event, and the number of

shares issuable upon exercise of this Warrant shall be proportionately adjusted such that

the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment

made pursuant to this Section 2.00(a) shall become effective immediately after the record

date for the determination of stockholders entitled to receive such dividend or distribution

and shall become effective immediately after the effective date in the case of a

subdivision, combination or re-classification.

Subsequent Rights Offerings . In addition to any adjustments pursuant to

Section 2.00(a) above, if at any time the Company grants, issues or sells any Common

Stock Equivalents or rights to purchase stock, warrants, securities or other property pro

rata to the record holders of any class of shares of Common Stock (the “ Purchase

Rights ” ), then the Holder will be entitled to acquire, upon the terms applicable to such

Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if

the Holder had held the number of shares of Common Stock acquirable upon complete

exercise of this Warrant (without regard to any limitations on exercise hereof, including

without limitation, the Beneficial Ownership Limitation) immediately before the date on

which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no

such record is taken, the date as of which the record holders of shares of Common Stock

are to be determined for the grant, issue or sale of such Purchase Rights (provided,

however, to the extent that the Holder ’ s right to participate in any such Purchase Right

would result in the Holder exceeding the Beneficial Ownership Limitation, then the

Holder shall not be entitled to participate in such Purchase Right to such extent (or

beneficial ownership of such shares of Common Stock as a result of such Purchase Right

to such extent) and such Purchase Right to such extent shall be held in abeyance for the

Holder until such time, if ever, as its right thereto would not result in the Holder

exceeding the Beneficial Ownership Limitation).

Pro Rata Distributions . During such time as this Warrant is outstanding, if

the Company shall declare or make any dividend or other distribution of its assets (or

rights to acquire its assets) to holders of shares of Common Stock, by way of return of

capital or otherwise (including, without limitation, any distribution of cash, stock or other

securities, property or options by way of a dividend, spin off, reclassification, corporate

rearrangement, scheme of arrangement or other similar transaction) (a " Distribution "), at

any time after the issuance of this Warrant, then, in each such case, the Holder shall be

entitled to participate in such Distribution to the same extent that the Holder would have

participated therein if the Holder had held the number of shares of Common Stock

acquirable upon complete exercise of this Warrant (without regard to any limitations on

exercise hereof, including without limitation, the Beneficial Ownership Limitation)

immediately before the date of which a record is taken for such Distribution, or, if no

such record is taken, the date as of which the record holders of shares of Common Stock

are to be determined for the participation in such Distribution ( provided, however, to the

extent that the Holder's right to participate in any such Distribution would result in the

Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be

entitled to participate in such Distribution to such extent (or in the beneficial ownership

of any shares of Common Stock as a result of such Distribution to such extent) and the

portion of such Distribution shall be held in abeyance for the benefit of the Holder until

such time, if ever, as its right thereto would not result in the Holder exceeding the

Beneficial Ownership Limitation).

Fundamental Transaction . If, at any time while this Warrant is

outstanding, (i) the Company, directly or indirectly, in one or more related transactions

effects any merger or consolidation of the Company with or into another Person, (ii) the

Company, directly or indirectly, effects any sale, lease, license, assignment, transfer,

conveyance or other disposition of all or substantially all of its assets in one or a series of

related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange

offer (whether by the Company or another Person) is completed pursuant to which

holders of Common Stock are permitted to sell, tender or exchange their shares for other

securities, cash or property and has been accepted by the holders of 50% or more of the

outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more

related transactions effects any reclassification, reorganization or recapitalization of the

Common Stock or any compulsory share exchange pursuant to which the Common Stock

is effectively converted into or exchanged for other securities, cash or property, or (v) the

Company, directly or indirectly, in one or more related transactions consummates a stock

or share purchase agreement or other business combination (including, without limitation,

a reorganization, recapitalization, spin-off or scheme of arrangement) with another

Person or group of Persons whereby such other Person or group acquires more than 50%

of the outstanding shares of Common Stock (not including any shares of Common Stock

held by the other Person or other Persons making or party to, or associated or affiliated

with the other Persons making or party to, such stock or share purchase agreement or

other business combination) (each a “ Fundamental Transaction ” ), then, upon any

subsequent exercise of this Warrant, the Holder shall have the right to receive, for each

Warrant Share that would have been issuable upon such exercise immediately prior to the

occurrence of such Fundamental Transaction, at the option of the Holder (without regard

to any limitation in Section 1.00(e) on the exercise of this Warrant), the number of shares

of Common Stock of the successor or acquiring corporation or of the Company, if it is

the surviving corporation, and any additional consideration (the “ Alternate

Consideration ” ) receivable as a result of such Fundamental Transaction by a holder of

the number of shares of Common Stock for which this Warrant is exercisable

immediately prior to such Fundamental Transaction (without regard to any limitation in

Section 1.00(e) on the exercise of this Warrant). For purposes of any such exercise, the

determination of the Exercise Price shall be appropriately adjusted to apply to such

Alternate Consideration based on the amount of Alternate Consideration issuable in

respect of one share of Common Stock in such Fundamental Transaction, and the

Company shall apportion the Exercise Price among the Alternate Consideration in a

reasonable manner reflecting the relative value of any different components of the

Alternate Consideration. If holders of Common Stock are given any choice as to the

securities, cash or property to be received in a Fundamental Transaction, then the Holder

shall be given the same choice as to the Alternate Consideration it receives upon any

exercise of this Warrant following such Fundamental Transaction. Notwithstanding

anything to the contrary, in the event of a Fundamental Transaction, the Company or any

Successor Entity (as defined below) shall, at the Holder ’ s option, exercisable at any time

concurrently with, or within 30 days after, the consummation of the Fundamental

Transaction, purchase this Warrant from the Holder by paying to the Holder an amount of

cash equal to the Black Scholes Value of the remaining unexercised portion of this

Warrant on the date of the consummation of such Fundamental Transaction. “ Black

Scholes Value ” means the value of this Warrant based on the Black and Scholes Option

Pricing Model obtained from the “ OV ” function on Bloomberg, L.P. ( “ Bloomberg ” )

determined as of the day of consummation of the applicable Fundamental Transaction for

pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S.

Treasury rate for a period equal to the time between the date of the public announcement

of the applicable Fundamental Transaction and the Termination Date, (B) an expected

volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT

function on Bloomberg as of the Trading Day immediately following the public

announcement of the applicable Fundamental Transaction, (C) the underlying price per

share used in such calculation shall be the sum of the price per share being offered in

cash, if any, plus the value of any non-cash consideration, if any, being offered in such

Fundamental Transaction and (D) a remaining option time equal to the time between the

date of the public announcement of the applicable Fundamental Transaction and the

Termination Date. The Company shall cause any successor entity in a Fundamental

Transaction in which the Company is not the survivor (the “ Successor Entity ” ) to

assume in writing all of the obligations of the Company under this Warrant and the other

Transaction Documents in accordance with the provisions of this Section 3.00(e)

pursuant to written agreements in form and substance reasonably satisfactory to the

Holder and approved by the Holder (without unreasonable delay) prior to such

Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in

exchange for this Warrant a security of the Successor Entity evidenced by a written

instrument substantially similar in form and substance to this Warrant which is

exercisable for a corresponding number of shares of capital stock of such Successor

Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and

receivable upon exercise of this Warrant (without regard to any limitations on the

exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise

price which applies the exercise price hereunder to such shares of capital stock (but

taking into account the relative value of the shares of Common Stock pursuant to such

Fundamental Transaction and the value of such shares of capital stock, such number of

shares of capital stock and such exercise price being for the purpose of protecting the

economic value of this Warrant immediately prior to the consummation of such

Fundamental Transaction), and which is reasonably satisfactory in form and substance to

the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor

Entity shall succeed to, and be substituted for (so that from and after the date of such

Fundamental Transaction, the provisions of this Warrant and the other Transaction

Documents referring to the “ Company ” shall refer instead to the Successor Entity), and

may exercise every right and power of the Company and shall assume all of the

obligations of the Company under this Warrant and the other Transaction Documents

with the same effect as if such Successor Entity had been named as the Company herein.

Calculations . All calculations under this Section 2.00 shall be made to the

nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this

Section 2.00, the number of shares of Common Stock deemed to be issued and

outstanding as of a given date shall be the sum of the number of shares of Common Stock

(excluding treasury shares, if any) issued and outstanding.

Notice to Holder.

i. Adjustment to Exercise Price . Whenever the Exercise Price is

adjusted pursuant to any provision of this Section 2.00, the Company shall

promptly mail to the Holder a notice setting forth the Exercise Price after

such adjustment and any resulting adjustment to the number of Warrant

Shares and setting forth a brief statement of the facts requiring such

adjustment.

ii. Notice to Allow Exercise by Holder . If (A) the Company shall

declare a dividend (or any other distribution in whatever form) on the

Common Stock, (B) the Company shall declare a special nonrecurring

cash dividend on or a redemption of the Common Stock, (C) the Company

shall authorize the granting to all holders of the Common Stock rights or

warrants to subscribe for or purchase any shares of capital stock of any

class or of any rights, (D) the approval of any stockholders of the

Company shall be required in connection with any reclassification of the

Common Stock, any consolidation or merger to which the Company is a

party, any sale or transfer of all or substantially all of the assets of the

Company, or any compulsory share exchange whereby the Common Stock

is converted into other securities, cash or property, or (E) the Company

shall authorize the voluntary or involuntary dissolution, liquidation or

winding up of the affairs of the Company, then, in each case, the Company

shall cause to be mailed to the Holder at its last address as it shall appear

upon the Warrant Register of the Company, at least 20 calendar days prior

to the applicable record or effective date hereinafter specified, a notice

stating (x) the date on which a record is to be taken for the purpose of such

dividend, distribution, redemption, rights or warrants, or if a record is not

to be taken, the date as of which the holders of the Common Stock of

record to be entitled to such dividend, distributions, redemption, rights or

warrants are to be determined or (y) the date on which such

reclassification, consolidation, merger, sale, transfer or share exchange is

expected to become effective or close, and the date as of which it is

expected that holders of the Common Stock of record shall be entitled to

exchange their shares of the Common Stock for securities, cash or other

property deliverable upon such reclassification, consolidation, merger,

sale, transfer or share exchange; provided that the failure to mail such

notice or any defect therein or in the mailing thereof shall not affect the

validity of the corporate action required to be specified in such notice. To

the extent that any notice provided in this Warrant constitutes, or contains,

material, non-public information regarding the Company or any of the

Subsidiaries, the Company shall simultaneously file such notice with the

Commission pursuant to a Current Report on Form 8-K. The Holder shall

remain entitled to exercise this Warrant during the period commencing on

the date of such notice to the effective date of the event triggering such

notice except as may otherwise be expressly set forth herein.

Section 3.00 Transfer of Warrant.

Transferability. Subject to compliance with any applicable securities laws

and the conditions set forth in Section 3.00(d) hereof, this Warrant and all rights

hereunder are transferable, in whole or in part, upon surrender of this Warrant at the

principal office of the Company or its designated agent, togeth er with a written

assignment of this Warrant substantially in the form attached hereto duly executed by the

Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon

the making of such transfer. Upon such surrender and, if required, such payment, the

Company shall execute and deliver a new Warrant or Warrants in the name of the

assignee or assignees, as applicable, and in the denomination or denominations specified

in such instrument of assignment, and shall issue to the assignor a new Warrant

evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly

be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be

required to physically surrender this Warrant to the Company unless the Holder has

assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the

Company within three (3) Trading Days of the date the Holder delivers an assignment

form to the Company assigning this Warrant full. The Warrant, if properly assigned in

accordance herewith, may be exercised by a new holder for the purchase of Warrant

Shares without having a new Warrant issued.

New Warrants . This Warrant may be divided or combined with other

Warrants upon presentation hereof at the aforesaid office of the Company, together with a

written notice specifying the names and denominations in which new Warrants are to be

issued, signed by the Holder or its agent or attorney. Subject to compliance with Section

3.00(a), as to any transfer which may be involved in such division or combination, the

Company shall execute and deliver a new Warrant or Warrants in exchange for the

Warrant or Warrants to be divided or combined in accordance with such notice. All

Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall

be identical with this Warrant except as to the number of Warrant Shares issuable

pursuant thereto.

Warrant Register . The Company shall register this Warrant, upon records

to be maintained by the Company for that purpose (the “ Warrant Register ” ), in the

name of the record Holder hereof from time to time. The Company may deem and treat

the registered Holder of this Warrant as the absolute owner hereof for the purpose of any

exercise hereof or any distribution to the Holder, and for all other purposes, absent actual

notice to the contrary.

Transfer Restrictions. If, at the time of the surrender of this Warrant in

connection with any transfer of this Warrant, the transfer of this Warrant shall not be

either (i) registered pursuant to an effective registration statement under the Securities

Act and under applicable state securities or blue sky laws or (ii) eligible for resale

without volume or manner-of-sale restrictions or current public information requirements

pursuant to Rule 144, the Company may require, as a condition of allowing such transfer,

that the Holder or transferee of this Warrant, as the case may be, make usual and

customary representations as to investment intent to the Company

Representation by the Holder . The Holder, by the acceptance hereof,

represents and warrants that it is acquiring this Warrant and, upon any exercise hereof,

will acquire the Warrant Shares issuable upon such exercise, for its own account and not

with a view to or for distributing or reselling such Warrant Shares or any part thereof in

violation of the Securities Act or any applicable state securities law, except pursuant to

sales registered or exempted under the Securities ò 䀄怅瀁 က M

Section 4.00 Miscellaneous.

No Rights as Stockholder Until Exercise . This Warrant does not entitle

the Holder to any voting rights, dividends or other rights as a stockholder of the Company

prior to the exercise hereof as set forth in Section 1.00(d)(i), except as expressly set forth

in Section 2.00.

Loss, Theft, Destruction or Mutilation of Warrant . The Company

covenants that upon receipt by the Company of evidence reasonably satisfactory to it of

the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to

the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security

reasonably satisfactory to it (which, in the case of the Warrant, shall not include the

posting of any bond), and upon surrender and cancellation of such Warrant or stock

certificate, if mutilated, the Company will make and deliver a new Warrant or stock

certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock

certificate.

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the

taking of any action or the expiration of any right required or granted herein shall not be a

Business Day, then, such action may be taken or such right may be exercised on the next

succeeding Business Day.

Authorized Shares.

The Company covenants that, during the period the Warrant is

outstanding, it will reserve from its authorized and unissued Common Stock a

sufficient number of shares to provide for the issuance of the Warrant Shares

upon the exercise of any purchase rights under this Warrant. The Company

further covenants that its issuance of this Warrant shall constitute full authority to

its officers who are charged with the duty of issuing the necessary Warrant Shares

upon the exercise of the purchase rights under this Warrant. The Company will

take all such reasonable action as may be necessary to assure that such Warrant

Shares may be issued as provided herein without violation of any applicable law

or regulation, or of any requirements of the Trading Market upon which the

Common Stock may be listed. The Company covenants that all Warrant Shares

which may be issued upon the exercise of the purchase rights represented by this

Warrant will, upon exercise of the purchase rights represented by this Warrant

and payment for such Warrant Shares in accordance herewith, be duly authorized,

validly issued, fully paid and nonassessable and free from all taxes, liens and

charges created by the Company in respect of the issue thereof (other than taxes in

respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the

Company shall not by any action, including, without limitation, amending its

certificate of incorporation or through any reorganization, transfer of assets,

consolidation, merger, dissolution, issue or sale of securities or any other

voluntary action, avoid or seek to avoid the observance or performance of any of

the terms of this Warrant, but will at all times in good faith assist in the carrying

out of all such terms and in the taking of all such actions as may be necessary or

appropriate to protect the rights of Holder as set forth in this Warrant against

impairment. Without limiting the generality of the foregoing, the Company will

(i) not increase the par value of any Warrant Shares above the amount payable

therefor upon such exercise immediately prior to such increase in par value, (ii)

take all such action as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and nonassessable Warrant Shares upon

the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain

all such authorizations, exemptions or consents from any public regulatory body

having jurisdiction thereof, as may be, necessary to enable the Company to

perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the

number of Warrant Shares for which this Warrant is exercisable or in the Exercise

Price, the Company shall obtain all such authorizations or exemptions thereof, or

consents thereto, as may be necessary from any public regulatory body or bodies

having jurisdiction thereof.

Jurisdiction. All questions concerning the construction, validity,

enforcement and interpretation of this Warrant shall be determined in accordance with the

laws of the Commonwealth of Puerto Rico as they are applied to contracts executed,

delivered and to be wholly performed within the Commonwealth of Puerto Rico.

Restrictions. The Holder acknowledges that the Warrant Shares acquired

upon the exercise of this Warrant, if not registered and if the Holder does not utilize

cashless exercise, will have restrictions upon resale imposed by state and federal

securities laws.

Nonwaiver and Expenses. No course of dealing or any delay or failure to

exercise any right hereunder on the part of Holder shall operate as a waiver of such right

or otherwise prejudice the Holder ’ s rights, powers or remedies, notwithstanding the fact

that all rights hereunder terminate on the Termination Date. If the Company willfully

and knowingly fails to comply with any provision of this Warrant, which results in any

material damages to the Holder, the Company shall pay to the Holder such amounts as

shall be sufficient to cover any costs and expenses including, but not limited to,

reasonable attorneys ’ fees, including those of appellate proceedings, incurred by the

Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its

rights, powers or remedies hereunder.

Notices. Any notice, request or other document required or permitted to

be given or delivered to the either party to the other shall be delivered in by recognized

overnight courier, facsimile or email as follows:

If to the Investor:

Harbor Gates Capital, LLC

Caribe Plaza Office Building 6th Floor

Palmeras St. #53

San Juan, PR 00901

Email: admin@tangierscapital.com

If to the Company: Parallax Health Sciences, Inc.

1327 Ocean Avenue, Suite B

Santa Monica, CA 90401

Email: paul@parallaxcare.com

Limitation of Liability. No provision hereof, in the absence of any

affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and

no enumeration herein of the rights or privileges of the Holder, shall give rise to any

liability of the Holder for the purchase price of any Common Stock or as a stockholder of

the Company, whether such liability is asserted by the Company or by creditors of the

Company.

Successors and Assigns. Subject to applicable securities laws, this

Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and

be binding upon the successors and permitted assigns of the Company and the successors

and permitted assigns of Holder. The provisions of this Warrant are intended to be for

the benefit of any Holder from time to time of this Warrant and shall be enforceable by

the Holder or holder of Warrant Shares.

Amendment . This Warrant may be modified or amended or the provisions

hereof waived with the written consent of the Company and the Holder.

Severability . Wherever possible, each provision of this Warrant shall be

interpreted in such manner as to be effective and valid under applicable law, but if any

provision of this Warrant shall be prohibited by or invalid under applicable law, such

provision shall be ineffective to the extent of such prohibition or invalidity, without

invalidating the remainder of such provisions or the remaining provisions of this Warrant.

Headings . The headings used in this Warrant are for the convenience of

reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

[Signature Page to Follow.]


Nevada	000-52534	46-4733512
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	1327 Ocean Avenue, Suite B Santa Monica, CA 90401 (Address of principal executive offices) 310-899-4442 (Registrant ’ s Telephone Number)
Copy of all Communications to : Peter V. Hogan Buchalter 1000 Wilshire Boulevard, Suite 1500 Los Angeles, CA 90017 (213) 891-0700


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Exhibit Number	Description of Exhibit	Filing Reference
4.1	12% Fixed Convertible P romissory Note dated March 18, 2019	Filed herewith
10.1	Warrant dated March 18, 2019	Filed herewith


		PARALLAX HEALTH SCIENCES, INC.



	Dated: March 22, 2019	/s/ Calli R. Bucci
		Calli R. Bucci
		Chief Financial Officer