PARALLAX HEALTH SCIENCES, INC. - FORM 8-K - EX-10 - EX 10.2 EQUITY PURCHASE AGREEMENT

Attached files

file	filename
8-K - CURRENT REPORT - PARALLAX HEALTH SCIENCES, INC.	20181123form8k.htm
EX-10 - EX 10.1 SECURITIES PURCHASE AGREEMENT - PARALLAX HEALTH SCIENCES, INC.	ex101securitiespurchaseagree.htm
EX-4 - EX 4.4 REGISTRATION RIGHTS AGREEMENT - PARALLAX HEALTH SCIENCES, INC.	ex44registrationrightsagreem.htm
EX-4 - EX 4.3 WARRANT - PARALLAX HEALTH SCIENCES, INC.	ex43warrant.htm
EX-4 - EX 4.2 DEBENTURE - PARALLAX HEALTH SCIENCES, INC.	ex42debenturetfk.htm
EX-4 - EX 4.1 DEBENTURE - PARALLAX HEALTH SCIENCES, INC.	ex41debenturepeak1.htm

EQUITY PURCHASE AGREEMENT

This equity purchase agreement is entered into as of November 14, 2018 (this

"Agreement"), by and between Parallax Health Sciences, Inc., a Nevada corporation (the

"Company"), and Peak One Opportunity Fund, L.P., a Delaware limited partnership (the

"Investor").

WHEREAS, the parties desire that, upon the terms and subject to the conditions

contained herein, the Company shall issue and sell to the Investor, from time to time as

provided herein, and the Investor shall purchase up to Ten Million Dollars ($10,000,000.00) of

the Company’s Common Stock (as defined below);

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

Section 1.1 DEFINED TERMS. As used in this Agreement, the following terms shall

have the following meanings specified or indicated (such meanings to be equally applicable to

both the singular and plural forms of the terms defined):

"Agreement" shall have the meaning specified in the preamble hereof.

“Average Daily Trading Value” shall mean the average trading volume of the

Company’s Common Stock in the ten (10) Trading Days immediately preceding the respective

Put Date multiplied by the lowest closing bid price of the Company’s Common Stock in the

ten (10) Trading Days immediately preceding the respective Put Date.

“Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for

the relief of debtors.

"Claim Notice" shall have the meaning specified in Section 9.3(a).

“Clearing Costs” shall mean all of the Investor’s brokerage firm, clearing firm,

Transfer Agent fees, and attorney fees, with respect to the deposit of the Put Shares.

“Clearing Date” shall be the date on which the Investor receives the Put Shares in its

brokerage account.

"Closing" shall mean one of the closings of a purchase and sale of shares of

Common Stock pursuant to Section 2.3.

"Closing Certificate" shall mean the closing certificate of the Company in the form

of Exhibit B hereto.

“Closing Date” shall mean the date of any Closing hereunder.

“Commitment Shares” shall mean the 800,000 shares of the Company’s common

stock as a commitment fee hereunder (400,000 of which shall be issued to the Investor and

400,000 of which shall be issued to Peak One Investments, LLC (“Investments”)).

"Commitment Period" shall mean the period commencing on the Execution Date,

and ending on the earlier of (i) the date on which the Investor shall have purchased Put Shares

pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) 24 months after

the initial effectiveness of the Registration Statement, (iii) written notice of termination by the

Company to the Investor (which shall not occur during any Valuation Period or at any time

that the Investor holds any of the Put Shares), (iv) the Registration Statement is no longer

effective, or (v) the date that, pursuant to or within the meaning of any Bankruptcy Law, the

Company commences a voluntary case or any Person commences a proceeding against the

Company, a Custodian is appointed for the Company or for all or substantially all of its

property or the Company makes a general assignment for the benefit of its creditors; provided,

however, that the provisions of Articles III, IV, V, VI, IX and the agreements and covenants of

the Company and the Investor set forth in Article X shall survive the termination of this

Agreement.

"Common Stock" shall mean the Company's common stock, $0.001 par value per

share, and any shares of any other class of common stock whether now or hereafter

authorized, having the right to participate in the distribution of dividends (as and when

declared) and assets (upon liquidation of the Company).

“Common Stock Equivalents” means any securities of the Company or the

Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock,

including, without limitation, any debt, preferred stock, right, option, warrant or other

instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise

entitles the holder thereof to receive, Common Stock.

"Company" shall have the meaning specified in the preamble to this Agreement.

“Custodian” means any receiver, trustee, assignee, liquidator or similar official

under any Bankruptcy Law.

"Damages" shall mean any loss, claim, damage, liability, cost and expense

(including, without limitation, reasonable attorneys' fees and disbursements and costs and

expenses of expert witnesses and investigation).

"Dispute Period" shall have the meaning specified in Section 9.3(a).

“DTC” shall mean The Depository Trust Company, or any successor performing

substantially the same function for the Company.

“DTC/FAST Program” shall mean the DTC’s Fast Automated Securities Transfer

Program.

“DWAC” shall mean Deposit Withdrawal at Custodian as defined by the DTC.

“DWAC Eligible” shall mean that (a) the Common Stock is eligible at DTC for full

services pursuant to DTC’s Operational Arrangements, including, without limitation, transfer

through DTC’s DWAC system, (b) the Company has been approved (without revocation) by

the DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the

DTC/FAST Program, (d) the Commitment Shares or Put Shares, as applicable, are otherwise

eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting

or limiting delivery of the Commitment Shares or Put Shares, as applicable, via DWAC.

“DWAC Shares” means shares of Common Stock that are (i) issued in electronic

form, (ii) freely tradable and transferable and without restriction on resale and (iii) timely

credited by the Company to the Investor’s or its designee’s specified DWAC account with

DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC

performing substantially the same function.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and

the rules and regulations promulgated thereunder.

“Exchange Cap” shall have the meaning set forth in Section 7.1(c).

"Execution Date" shall mean the date of this Agreement.

"FINRA" shall mean the Financial Industry Regulatory Authority, Inc.

"Investment Amount" shall mean the Put Shares referenced in the Put Notice

multiplied by the Purchase Price minus the Clearing Costs.

"Indemnified Party" shall have the meaning specified in Section 9.2.

"Indemnifying Party" shall have the meaning specified in Section 9.2.

"Indemnity Notice" shall have the meaning specified in Section 9.3(e).

“Initial Purchase Price” shall mean 88% of the lowest closing bid price of the

Company’s Common Stock on the Trading Day immediately preceding the respective Put

Date.

"Investor" shall have the meaning specified in the preamble to this Agreement.

“Lien” means a lien, charge, pledge, security interest, encumbrance, right of first

refusal, preemptive right or other restriction.

"Market Price" shall mean the lesser of the (i) lowest closing bid price of the

Common Stock on the Principal Market on the Trading Day immediately preceding the

respective Put Date, or (ii) lowest closing bid price of the Common Stock on the Principal

Market for any Trading Day during the Valuation Period.

"Material Adverse Effect" shall mean any effect on the business, operations,

properties, or financial condition of the Company and the Subsidiaries that is material and

adverse to the Company and the Subsidiaries and/or any condition, circumstance, or situation

that would prohibit or otherwise materially interfere with the ability of the Company to enter

into and perform its obligations under any Transaction Document.

"Maximum Commitment Amount" shall mean Ten Million Dollars

($10,000,000.00).

"Person" shall mean an individual, a corporation, a partnership, an association, a

trust or other entity or organization, including a government or political subdivision or an

agency or instrumentality thereof.

"Principal Market" shall mean any of the national exchanges (i.e. NYSE, NYSE

AMEX, Nasdaq), or principal quotation systems (i.e. OTCQX, OTCQB, OTC Pink, the OTC

Bulletin Board), or other principal exchange or recognized quotation system which is at the

time the principal trading platform or market for the Common Stock.

"Purchase Price" shall mean 88% of the Market Price on such date on which the

Purchase Price is calculated in accordance with the terms and conditions of this Agreement.

"Put" shall mean the right of the Company to require the Investor to purchase shares

of Common Stock, subject to the terms and conditions of this Agreement.

"Put Date" shall mean any Trading Day during the Commitment Period that a Put

Notice is deemed delivered pursuant to Section 2.2(b).

"Put Notice" shall mean a written notice, substantially in the form of Exhibit A

hereto, to Investor setting forth the Put Shares which the Company intends to require Investor

to purchase pursuant to the terms of this Agreement.

"Put Shares" shall mean all shares of Common Stock issued, or that the Company

shall be entitled to issue, per any applicable Put Notice in accordance with the terms and

conditions of this Agreement.

"Registration Statement" shall have the meaning specified in Section 6.4.

"Regulation D" shall mean Regulation D promulgated under the Securities Act.

“Required Minimum” shall mean, as of any date, the maximum aggregate number of

shares of Common Stock then issued or potentially issuable in the future pursuant to the

Transaction Documents, including any Commitment Shares.

"Rule 144" shall mean Rule 144 under the Securities Act or any similar provision

then in force under the Securities Act.

"SEC" shall mean the United States Securities and Exchange Commission.

“SEC Documents” shall have the meaning specified in Section 4.5.

“Securities" means, collectively, the Put Shares and Commitment Shares.

"Securities Act" shall mean the Securities Act of 1933, as amended.

“Short Sales” shall mean all “short sales” as defined in Rule 200 of Regulation

SHO under the Exchange Act.

“Subsidiary” means any Person the Company wholly-owns or controls, or in which

the Company, directly or indirectly, owns a majority of the voting stock or similar voting

interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K

promulgated under the Securities Act.

"Third Party Claim" shall have the meaning specified in Section 9.3(a).

“Trading Day” shall mean a day on which the Principal Market shall be open for

business.

“Transaction Documents” shall mean this Agreement, the registration rights

agreement of even date, and all schedules and exhibits hereto and thereto.

"Transfer Agent" shall mean Action Stock Transfer Corporation, the current transfer

agent of the Company, with a mailing address of 2469 E. Fort Union Blvd., Suite 214, Salt

Lake City, UT 84121, and any successor transfer agent of the Company.

"Valuation Period" shall mean the period of seven (7) Trading Days immediately

following the Clearing Date associated with the applicable Put Notice during which the

Purchase Price of the Common Stock is valued. The Valuation Period shall begin on the first

Trading Day following the Clearing Date.

ARTICLE II

PURCHASE AND SALE OF COMMON STOCK

Section 2.1

PUTS. Upon the terms and conditions set forth herein (including,

without limitation, the provisions of Article VII), the Company shall have the right, but not the

obligation, to direct the Investor, by its delivery to the Investor of a Put Notice from time to time,

to purchase Put Shares (i) in a minimum amount not less than $20,000.00 and (ii) in a maximum

amount up to the lesser of (a) $250,000.00 or (b) 200% of the Average Daily Trading Value.

Section 2.2 MECHANICS.

(a)

PUT NOTICE. At any time and from time to time during the

Commitment Period, except as provided in this Agreement, the Company may deliver a Put

Notice to Investor, subject to satisfaction of the conditions set forth in Section 7.2 and

otherwise provided herein. The initial price per share identified in the respective Put Notice

shall be equal to the Initial Purchase Price, subject to adjustment during the Valuation Period

as provided in this Agreement. The Company shall deliver, or cause to be delivered, the Put

Shares as DWAC Shares to the Investor within two (2) Trading Days following the Put Date.

(b)

DATE OF DELIVERY OF PUT NOTICE. A Put Notice shall be

deemed delivered on (i) the Trading Day it is received by email by the Investor if such notice

is received on or prior to 9:00 a.m. New York time or (ii) the immediately succeeding Trading

Day if it is received by email after 9:00 a.m. New York time on a Trading Day or at any time

on a day which is not a Trading Day. The Company shall not deliver another Put Notice to the

Investor within ten (10) Trading Days of a prior Put Notice.

Section 2.3

CLOSINGS. At the end of the Valuation Period, the Purchase Price for

the respective Put Shares shall be established as provided in this Agreement. If the value of the

Put Shares delivered to the Investor causes the Company to exceed the Maximum Commitment

Amount, then immediately after the Valuation Period the Investor shall return to the Company

the surplus amount of Put Shares associated with such Put and the Purchase Price with respect to

such Put shall be reduced by any Clearing Costs related to the return of such Put Shares. The

Closing of a Put shall occur within three (3) Trading Days following the end of the Valuation

Period, whereby the Investor shall deliver the Investment Amount by wire transfer of

immediately available funds to an account designated by the Company.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF INVESTOR

The Investor represents and warrants to the Company that:

Section 3.1

INTENT. The Investor is entering into this Agreement for its own

account and the Investor has no present arrangement (whether or not legally binding) at any

time to sell the Securities to or through any Person in violation of the Securities Act or any

applicable state securities laws; provided, however, that the Investor reserves the right to

dispose of the Securities at any time in accordance with federal and state securities laws

applicable to such disposition.

Section 3.2

NO LEGAL ADVICE FROM THE COMPANY. The Investor

acknowledges that it has had the opportunity to review this Agreement and the transactions

contemplated by this Agreement with its own legal counsel and investment and tax advisors.

The Investor is relying solely on such counsel and advisors and not on any statements or

representations of the Company or any of its representatives or agents for legal, tax or

investment advice with respect to this investment, the transactions contemplated by this

Agreement or the securities laws of any jurisdiction.

Section 3.3

ACCREDITED INVESTOR. The Investor is an accredited investor

as defined in Rule 501(a)(3) of Regulation D, and the Investor has such experience in business

and financial matters that it is capable of evaluating the merits and risks of an investment in

the Securities. The Investor acknowledges that an investment in the Securities is speculative

and involves a high degree of risk.

Section 3.4

AUTHORITY. The Investor has the requisite power and authority to

enter into and perform its obligations under this Agreement and the other Transaction

Documents and to consummate the transactions contemplated hereby and thereby. The

execution and delivery of this Agreement and the other Transaction Documents and the

consummation by it of the transactions contemplated hereby and thereby have been duly

authorized by all necessary action and no further consent or authorization of the Investor is

required. Each Transaction Document to which it is a party has been duly executed by the

Investor, and when delivered by the Investor in accordance with the terms hereof, will

constitute the valid and binding obligation of the Investor enforceable against it in accordance

with its terms, subject to applicable bankruptcy, insolvency, or similar laws relating to, or

affecting generally the enforcement of, creditors' rights and remedies or by other equitable

principles of general application.

Section 3.5

NOT AN AFFILIATE. The Investor is not an officer, director or

"affiliate" (as that term is defined in Rule 405 of the Securities Act) of the Company.

Section 3.6

ORGANIZATION AND STANDING. The Investor is an entity duly

incorporated or formed, validly existing and in good standing under the laws of the jurisdiction

of its incorporation or formation with full right, corporate, partnership, limited liability

company or similar power and authority to enter into and to consummate the transactions

contemplated by this Agreement and the other Transaction Documents.

Section 3.7

ABSENCE OF CONFLICTS. The execution and delivery of this

Agreement and the other Transaction Documents, and the consummation of the transactions

contemplated hereby and thereby and compliance with the requirements hereof and thereof,

will not (a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award

binding on the Investor, (b) violate any provision of any indenture, instrument or agreement to

which the Investor is a party or is subject, or by which the Investor or any of its assets is

bound, or conflict with or constitute a material default thereunder, (c) result in the creation or

imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or

constitute a breach of any fiduciary duty owed by the Investor to any third party, or (d) require

the approval of any third-party (that has not been obtained) pursuant to any material contract,

instrument, agreement, relationship or legal obligation to which the Investor is subject or to

which any of its assets, operations or management may be subject.

Section 3.8

DISCLOSURE; ACCESS TO INFORMATION. The Investor had

an opportunity to review copies of the SEC Documents filed on behalf of the Company and

has had access to all publicly available information with respect to the Company.

Section 3.9

MANNER OF SALE. At no time was the Investor presented with or

solicited by or through any leaflet, public promotional meeting, television advertisement or

any other form of general solicitation or advertising.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Investor that, except as disclosed in the

SEC Documents or except as set forth in the disclosure schedules hereto:

Section 4.1

ORGANIZATION OF THE COMPANY. The Company and each

of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and

in good standing under the laws of the jurisdiction of its incorporation or organization, with

the requisite power and authority to own and use its properties and assets and to carry on its

business as currently conducted. Neither the Company nor any Subsidiary is in violation nor

default of any of the provisions of its respective certificate or articles of incorporation, bylaws

or other organizational or charter documents. Each of the Company and the Subsidiaries is

duly qualified to conduct business and is in good standing as a foreign corporation or other

entity in each jurisdiction in which the nature of the business conducted or property owned by

it makes such qualification necessary, except where the failure to be so qualified or in good

standing, as the case may be, could not have or reasonably be expected to result in a Material

Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking,

limiting or curtailing or seeking to revoke, limit or curtail such power and authority or

qualification.

Section 4.2

AUTHORITY. The Company has the requisite corporate power and

authority to enter into and perform its obligations under this Agreement and the other

Transaction Documents. The execution and delivery of this Agreement and the other

Transaction Documents by the Company and the consummation by it of the transactions

contemplated hereby and thereby have been duly authorized by all necessary corporate action

and no further consent or authorization of the Company or its Board of Directors or

stockholders is required. Each of this Agreement and the other Transaction Documents has

been duly executed and delivered by the Company and constitutes a valid and binding

obligation of the Company enforceable against the Company in accordance with its terms,

except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar

laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by

other equitable principles of general application.

Section 4.3

CAPITALIZATION. Except as set forth on Schedule 4.3, the

Company has not issued any capital stock since its most recently filed periodic report under

the Exchange Act, other than pursuant to the exercise of employee stock options under the

Company’s stock option plans, the issuance of shares of Common Stock to employees

pursuant to the Company’s employee stock purchase plans and pursuant to the conversion

and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently

filed periodic report under the Exchange Act. No Person has any right of first refusal,

preemptive right, right of participation, or any similar right to participate in the transactions

contemplated by the Transaction Documents. Except as set forth on Schedule 4.3 and except

as a result of the purchase and sale of the Securities, there are no outstanding options,

warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever

relating to, or securities, rights or obligations convertible into or exercisable or exchangeable

for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or

contracts, commitments, understandings or arrangements by which the Company or any

Subsidiary is or may become bound to issue additional shares of Common Stock or Common

Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to

issue shares of Common Stock or other securities to any Person (other than the Investor) and

will not result in a right of any holder of Company securities to adjust the exercise,

conversion, exchange or reset price under any of such securities. There are no stockholders

agreements, voting agreements or other similar agreements with respect to the Company’s

capital stock to which the Company is a party or, to the knowledge of the Company, between

or among any of the Company’s stockholders.

Section 4.4

LISTING AND MAINTENANCE REQUIREMENTS.

The

Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the

Company has taken no action designed to, or which to its knowledge is likely to have the

effect of, terminating the registration of the Common Stock under the Exchange Act nor has

the Company received any notification that the SEC is contemplating terminating such

registration. The Company has not, in the twelve (12) months preceding the date hereof,

received notice from the Principal Market on which the Common Stock is or has been listed or

quoted to the effect that the Company is not in compliance with the listing or maintenance

requirements of such Principal Market. The Company is, and has no reason to believe that it

will not in the foreseeable future continue to be, in compliance with all such listing and

maintenance requirements.

Section 4.5

SEC DOCUMENTS; DISCLOSURE. Except as set forth on

Schedule 4.5, the Company has filed all reports, schedules, forms, statements and other

documents required to be filed by the Company under the Securities Act and the Exchange

Act, including pursuant to Section 13(a) or 15(d) thereof, for the one (1) year preceding the

date hereof (or such shorter period as the Company was required by law or regulation to file

such material) (the foregoing materials, including the exhibits thereto and documents

incorporated by reference therein, being collectively referred to herein as the “SEC

Documents”) on a timely basis or has received a valid extension of such time of filing and has

filed any such SEC Documents prior to the expiration of any such extension. As of their

respective dates, the SEC Documents complied in all material respects with the requirements

of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules and

regulations applicable to such SEC Documents, and none of the SEC Documents when filed

contained any untrue statement of a material fact or omitted to state a material fact required to

be stated therein or necessary in order to make the statements therein, in light of the

circumstances under which they were made, not misleading. The financial statements of the

Company included in the SEC Documents comply as to form and substance in all material

respects with applicable accounting requirements and the published rules and regulations of

the SEC or other applicable rules and regulations with respect thereto. Such financial

statements have been prepared in accordance with generally accepted accounting principles

applied on a consistent basis during the periods involved (except (a) as may be otherwise

indicated in such financial statements or the notes thereto or (b) in the case of unaudited

interim statements, to the extent they may not include footnotes or may be condensed or

summary statements) and fairly present in all material respects the financial position of the

Company as of the dates thereof and the results of operations and cash flows for the periods

then ended (subject, in the case of unaudited statements, to normal, immaterial, year-end audit

adjustments). Except with respect to the material terms and conditions of the transactions

contemplated by the Transaction Documents, the Company confirms that neither it nor any

other Person acting on its behalf has provided the Investor or its agents or counsel with any

information that it believes constitutes or might constitute material, non-public information.

The Company understands and confirms that the Investor will rely on the foregoing

representation in effecting transactions in securities of the Company.

Section 4.6

VALID ISSUANCES. The Securities are duly authorized and, when

issued and paid for in accordance with the applicable Transaction Documents, will be duly and

validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the

Company other than restrictions on transfer provided for in the Transaction Documents.

Section 4.7

NO CONFLICTS. The execution, delivery and performance of this

Agreement and the other Transaction Documents by the Company and the consummation by

the Company of the transactions contemplated hereby and thereby, including, without

limitation, the issuance of the Put Shares and the Commitment Shares, do not and will not: (a)

result in a violation of the Company’s or any Subsidiary’s certificate or articles of

incorporation, by-laws or other organizational or charter documents, (b) conflict with, or

constitute a material default (or an event that with notice or lapse of time or both would

become a material default) under, result in the creation of any Lien upon any of the properties

or assets of the Company or any Subsidiary, or give to others any rights of termination,

amendment, acceleration or cancellation of, any agreement, indenture, instrument or any

"lock-up" or similar provision of any underwriting or similar agreement to which the

Company or any Subsidiary is a party, or (c) result in a violation of any federal, state or local

law, rule, regulation, order, judgment or decree (including federal and state securities laws and

regulations) applicable to the Company or any Subsidiary or by which any property or asset of

the Company or any Subsidiary is bound or affected (except for such conflicts, defaults,

terminations, amendments, accelerations, cancellations and violations as would not,

individually or in the aggregate, have a Material Adverse Effect) nor is the Company

otherwise in violation of, conflict with or in default under any of the foregoing. The business

of the Company is not being conducted in violation of any law, ordinance or regulation of any

governmental entity, except for possible violations that either singly or in the aggregate do not

and will not have a Material Adverse Effect. The Company is not required under federal, state

or local law, rule or regulation to obtain any consent, authorization or order of, or make any

filing or registration with, any court or governmental agency in order for it to execute, deliver

or perform any of its obligations under this Agreement or the other Transaction Documents

(other than any SEC, FINRA or state securities filings that may be required to be made by the

Company subsequent to any Closing or any registration statement that may be filed pursuant

hereto); provided that, for purposes of the representation made in this sentence, the Company

is assuming and relying upon the accuracy of the relevant representations and agreements of

Investor herein.

Section 4.8

NO MATERIAL ADVERSE CHANGE. No event has occurred that

would have a Material Adverse Effect on the Company that has not been disclosed in

subsequent SEC filings.

Section 4.9

LITIGATION AND OTHER PROCEEDINGS. Except as disclosed

in the SEC Documents or as set forth on Schedule 4.9, there are no actions, suits,

investigations, inquiries or proceedings pending or, to the knowledge of the Company,

threatened against or affecting the Company, any Subsidiary or any of their respective

properties, nor has the Company received any written or oral notice of any such action, suit,

proceeding, inquiry or investigation, which would have a Material Adverse Effect. No

judgment, order, writ, injunction or decree or award has been issued by or, to the knowledge

of the Company, requested of any court, arbitrator or governmental agency which would have

a Material Adverse Effect. There has not been, and to the knowledge of the Company, there is

not pending or contemplated, any investigation by the SEC involving the Company, any

Subsidiary or any current or former director or officer of the Company or any Subsidiary.

Section 4.10

REGISTRATION RIGHTS. Except as set forth on Schedule 4.10,

no Person (other than the Investor) has any right to cause the Company to effect the

registration under the Securities Act of any securities of the Company or any Subsidiary.

ARTICLE V

COVENANTS OF INVESTOR

Section 5.1

COMPLIANCE WITH LAW; TRADING IN SECURITIES. The

Investor's trading activities with respect to shares of Common Stock will be in compliance

with all applicable state and federal securities laws and regulations and the rules and

regulations of FINRA and the Principal Market.

Section 5.2

SHORT SALES AND CONFIDENTIALITY. Neither the Investor,

nor any affiliate of the Investor acting on its behalf or pursuant to any understanding with it,

will execute any Short Sales during the period from the date hereof to the end of the

Commitment Period. For the purposes hereof, and in accordance with Regulation SHO, the

sale after delivery of a Put Notice of such number of shares of Common Stock reasonably

expected to be purchased under a Put Notice shall not be deemed a Short Sale. The Investor

shall, until such time as the transactions contemplated by this Agreement are publicly

disclosed by the Company in accordance with the terms of this Agreement, maintain the

confidentiality of the existence and terms of this transaction and the information included in

the Transaction Documents.

ARTICLE VI

COVENANTS OF THE COMPANY

Section 6.1

[Intentionally Omitted.]

Section 6.2

LISTING OF COMMON STOCK. The Company shall promptly

secure the listing of all of the Put Shares and Commitment Shares to be issued to the Investor

hereunder on the Principal Market (subject to official notice of issuance) and shall use

commercially reasonable best efforts to maintain, so long as any shares of Common Stock

shall be so listed, the listing of all such Put Shares and Commitment Shares from time to time

issuable hereunder. The Company shall use its commercially reasonable efforts to continue

the listing and trading of the Common Stock on the Principal Market (including, without

limitation, maintaining sufficient net tangible assets) and will comply in all respects with the

Company's reporting, filing and other obligations under the bylaws or rules of FINRA and the

Principal Market.

Section 6.3

OTHER EQUITY LINES. So long as this Agreement remains in

effect, the Company covenants and agrees that it will not, without the prior written consent of

the Investor, enter into any other equity line of credit agreement with any other party. For the

avoidance of doubt, nothing contained in the Transaction Documents shall restrict, or require

the Investor's consent for, any agreement providing for the issuance or distribution of any

equity securities of the Company pursuant to any agreement or arrangement that is not covered

in this Section 6.3.

Section 6.4

FILING OF CURRENT REPORT AND REGISTRATION

STATEMENT. The Company agrees that it shall file a Current Report on Form 8-K, including

the Transaction Documents as exhibits thereto, with the SEC within the time required by the

Exchange Act, relating to the transactions contemplated by, and describing the material terms

and conditions of, the Transaction Documents (the “Current Report”). The Company shall

permit the Investor to review and comment upon the final pre-filing draft version of the

Current Report at least one (1) Trading Day prior to its filing with the SEC, and the Company

shall give reasonable consideration to all such comments. The Investor shall use its reasonable

best efforts to comment upon the final pre-filing draft version of the Current Report within one

(1) Trading Day from the date the Investor receives it from the Company. The Company shall

also file with the SEC, within thirty (30) calendar days from the date hereof, a new registration

statement (the “Registration Statement”) covering only the resale of the Put Shares and the

Commitment Shares. The Company shall use its reasonable best efforts to have the

Registration Statement declared effective by the SEC within ninety (90) calendar days from

the date hereof (or at the earliest possible date if prior to ninety (90) calendar days from the

date hereof).

ARTICLE VII

CONDITIONS TO DELIVERY OF

PUT NOTICES AND CONDITIONS TO CLOSING

Section 7.1

CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY

TO ISSUE AND SELL PUT SHARES. The right of the Company to issue and sell the Put

Shares to the Investor is subject to the satisfaction of each of the conditions set forth below:

(a)

ACCURACY OF INVESTOR'S REPRESENTATIONS AND

WARRANTIES. The representations and warranties of the Investor shall be true and correct in

all material respects as of the date of this Agreement and as of the date of each Closing as

though made at each such time.

(b)

PERFORMANCE BY INVESTOR. Investor shall have performed,

satisfied and complied in all respects with all covenants, agreements and conditions required

by this Agreement to be performed, satisfied or complied with by the Investor at or prior to

such Closing.

(c)

PRINCIPAL MARKET REGULATION. The Company shall not issue

any Put Shares, and the Investor shall not have the right to receive any Put Shares, if the

issuance of such Put Shares would exceed the aggregate number of shares of Common Stock

which the Company may issue without breaching the Company’s obligations under the rules

or regulations of the Principal Market (the “Exchange Cap”).

Section 7.2

CONDITIONS PRECEDENT TO THE OBLIGATION OF

INVESTOR TO PURCHASE PUT SHARES. The obligation of the Investor hereunder to

purchase Put Shares is subject to the satisfaction of each of the following conditions:

(a)

EFFECTIVE REGISTRATION STATEMENT. The Registration

Statement, and any amendment or supplement thereto, shall remain effective for the resale by

the Investor of the Put Shares and the Commitment Shares and (i) neither the Company nor the

Investor shall have received notice that the SEC has issued or intends to issue a stop order with

respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn

the effectiveness of such Registration Statement, either temporarily or permanently, or intends

or has threatened to do so and (ii) no other suspension of the use of, or withdrawal of the

effectiveness of, such Registration Statement or related prospectus shall exist.

(b)

ACCURACY OF THE COMPANY'S REPRESENTATIONS AND

WARRANTIES. The representations and warranties of the Company shall be true and correct

in all material respects as of the date of this Agreement and as of the date of each Closing

(except for representations and warranties specifically made as of a particular date).

(c)

PERFORMANCE BY THE COMPANY. The Company shall have

performed, satisfied and complied in all material respects with all covenants, agreements and

conditions required by this Agreement to be performed, satisfied or complied with by the

Company.

(d)

NO INJUNCTION. No statute, rule, regulation, executive order,

decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any

court or governmental authority of competent jurisdiction that prohibits or directly and

materially adversely affects any of the transactions contemplated by the Transaction

Documents, and no proceeding shall have been commenced that may have the effect of

prohibiting or materially adversely affecting any of the transactions contemplated by the

Transaction Documents.

(e)

ADVERSE CHANGES. Since the date of filing of the Company's most

recent SEC Document, no event that had or is reasonably likely to have a Material Adverse

Effect has occurred.

(f)

NO SUSPENSION OF TRADING IN OR DELISTING OF COMMON

STOCK. The trading of the Common Stock shall not have been suspended by the SEC, the

Principal Market or FINRA, or otherwise halted for any reason, and the Common Stock shall

have been approved for listing or quotation on and shall not have been delisted from the

Principal Market. In the event of a suspension, delisting, or halting for any reason, of the

trading of the Common Stock, as contemplated by this Section 7.2(f), the Investor shall have

the right to return to the Company any remaining amount of Put Shares associated with such

Put, and the Purchase Price with respect to such Put shall be reduced accordingly.

(g)

BENEFICIAL OWNERSHIP LIMITATION. The number of Put

Shares then to be purchased by the Investor shall not exceed the number of such shares that,

when aggregated with all other shares of Common Stock then owned by the Investor

beneficially or deemed beneficially owned by the Investor, would result in the Investor

owning more than the Beneficial Ownership Limitation (as defined below), as determined in

accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder.

For purposes of this Section 7.2(g), in the event that the amount of Common Stock

outstanding, as determined in accordance with Section 16 of the Exchange Act and the

regulations promulgated thereunder, is greater on a Closing Date than on the date upon which

the Put Notice associated with such Closing Date is given, the amount of Common Stock

outstanding on such Closing Date shall govern for purposes of determining whether the

Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement,

would own more than the Beneficial Ownership Limitation following such Closing Date. The

“Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common

Stock outstanding immediately after giving effect to the issuance of shares of Common Stock

issuable pursuant to a Put Notice.

(h)

PRINCIPAL MARKET REGULATION. The issuance of the Put

Shares shall not exceed the Exchange Cap.

(i)

NO KNOWLEDGE. The Company shall have no knowledge of any

event more likely than not to have the effect of causing the Registration Statement to be

suspended or otherwise ineffective (which event is more likely than not to occur within the

fifteen (15) Trading Days following the Trading Day on which such Put Notice is deemed

delivered).

(j)

VIOLATION

SHAREHOLDER

APPROVAL

REQUIREMENT. The issuance of the Put Shares shall not violate the shareholder approval

requirements of the Principal Market.

(k)

OFFICER’S CERTIFICATE. On the date of delivery of each Put Notice,

the Investor shall have received the Closing Certificate executed by an executive officer of the

Company and to the effect that all the conditions to such Closing shall have been satisfied as

of the date of each such certificate.

(l)

DWAC ELIGIBLE. The Common Stock must be DWAC Eligible and

not subject to a “DTC chill.”

(m)

SEC DOCUMENTS. All reports, schedules, registrations, forms,

statements, information and other documents required to have been filed by the Company with

the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed with

the SEC within the applicable time periods prescribed for such filings under the Exchange

Act.

(n)

RESERVE. The Company shall have reserved 300% of the Required

Minimum for the Investor’s benefit under this Agreement, and satisfied the reserve

requirements with respect to all other contracts between the Company and Investor.

(o)

MINIMUM PRICING. The lowest traded price of the Common Stock in

the ten (10) Trading Days immediately preceding the respective Put Date must exceed $0.01

per share (the “Minimum Pricing”).

ARTICLE VIII

LEGENDS

Section 8.1

NO RESTRICTIVE STOCK LEGEND. No restrictive stock legend

shall be placed on the share certificates representing the Put Shares.

Section 8.2

INVESTOR'S COMPLIANCE. Nothing in this Article VIII shall

affect in any way the Investor's obligations hereunder to comply with all applicable securities

laws upon the sale of the Common Stock.

ARTICLE IX

NOTICES; INDEMNIFICATION

Section 9.1

NOTICES. All notices, demands, requests, consents, approvals, and

other communications required or permitted hereunder shall be in writing and, unless

otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered

or certified, return receipt requested, postage prepaid, (c) delivered by reputable air courier

service with charges prepaid, or (d) transmitted by hand delivery, telegram, or email as a PDF,

addressed as set forth below or to such other address as such party shall have specified most

recently by written notice given in accordance herewith. Any notice or other communication

required or permitted to be given hereunder shall be deemed effective (i) upon hand delivery

or delivery by email at the address designated below (if delivered on a business day during

normal business hours where such notice is to be received), or the first business day following

such delivery (if delivered other than on a business day during normal business hours where

such notice is to be received) or (ii) on the second business day following the date of mailing

by express courier service or on the fifth business day after deposited in the mail, in each case,

fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever

shall first occur.

The addresses for such communications shall be:

If to the Company:

Parallax Health Sciences, Inc.

1327 Ocean Avenue, Suite B

Santa Monica, CA 90401

Email: info@parallaxhealthsciences.com

Attention: Paul Arena

If to the Investor:

Peak One Opportunity Fund, L.P.

333 South Hibiscus Drive

Miami Beach, FL 33139

E-mail: JGoldstein@PeakOneInvestments.com

Attention: Jason Goldstein

Either party hereto may from time to time change its address or email for notices under this

Section 9.1 by giving at least ten (10) days' prior written notice of such changed address to the

other party hereto.

Section 9.2

INDEMNIFICATION. Each party (an “Indemnifying Party”) agrees

to indemnify and hold harmless the other party along with its officers, directors, employees,

and authorized agents, and each Person or entity, if any, who controls such party within the

meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (an

“Indemnified Party”) from and against any Damages, joint or several, and any action in

respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out

of or relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to

perform any covenant or agreement on the part of the Indemnifying Party contained in this

Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained

in the Registration Statement or any post-effective amendment thereof or supplement thereto,

or the omission or alleged omission therefrom of a material fact required to be stated therein or

necessary to make the statements therein not misleading, (iii) any untrue statement or alleged

untrue statement of a material fact contained in any preliminary prospectus or contained in the

final prospectus (as amended or supplemented, if the Company files any amendment thereof or

supplement thereto with the SEC) or the omission or alleged omission to state therein any

material fact necessary to make the statements made therein, in the light of the circumstances

under which the statements therein were made, not misleading, or (iv) any violation or alleged

violation by the Company of the Securities Act, the Exchange Act, any state securities law or

any rule or regulation under the Securities Act, the Exchange Act or any state securities law,

as such Damages are incurred, except to the extent such Damages result primarily from the

Indemnified Party's failure to perform any covenant or agreement contained in this Agreement

or the Indemnified Party's negligence, recklessness or bad faith in performing its obligations

under this Agreement; provided, however, that the foregoing indemnity agreement shall not

apply to any Damages of an Indemnified Party to the extent, but only to the extent, arising out

of or based upon any untrue statement or alleged untrue statement or omission or alleged

omission made by an Indemnifying Party in reliance upon and in conformity with written

information furnished to the Indemnifying Party by the Indemnified Party expressly for use in

the Registration Statement, any post-effective amendment thereof or supplement thereto, or

any preliminary prospectus or final prospectus (as amended or supplemented).

Section 9.3

METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All

claims for indemnification by any Indemnified Party under Section 9.2 shall be asserted and

resolved as follows:

(a)

In the event any claim or demand in respect of which an Indemnified

Party might seek indemnity under Section 9.2 is asserted against or sought to be collected

from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a

"Third Party Claim"), the Indemnified Party shall deliver a written notification, enclosing a

copy of all papers served, if any, and specifying the nature of and basis for such Third Party

Claim and for the Indemnified Party's claim for indemnification that is being asserted under

any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not

then reasonably ascertainable, the estimated amount, determined in good faith, of such Third

Party Claim (a "Claim Notice") with reasonable promptness to the Indemnifying Party. If the

Indemnified Party fails to provide the Claim Notice with reasonable promptness after the

Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not

be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the

extent that the Indemnifying Party's ability to defend has been prejudiced by such failure of

the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as

practicable within the period ending thirty (30) calendar days following receipt by the

Indemnifying Party of either a Claim Notice or an Indemnity Notice (as defined below) (the

"Dispute Period") whether the Indemnifying Party disputes its liability or the amount of its

liability to the Indemnified Party under Section 9.2 and whether the Indemnifying Party

desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party

Claim.

(i)

If the Indemnifying Party notifies the Indemnified Party within the

Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with

respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party

shall have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at

the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate

proceedings, which proceedings shall be vigorously and diligently prosecuted by the

Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying

Party (but only with the consent of the Indemnified Party in the case of any settlement that

provides for any relief other than the payment of monetary damages or that provides for the

payment of monetary damages as to which the Indemnified Party shall not be indemnified in

full pursuant to Section 9.2). The Indemnifying Party shall have full control of such defense

and proceedings, including any compromise or settlement thereof; provided, however, that the

Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior

to the Indemnifying Party's delivery of the notice referred to in the first sentence of this clause

(i), file any motion, answer or other pleadings or take any other action that the Indemnified

Party reasonably believes to be necessary or appropriate to protect its interests; and provided,

further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost

and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying

Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The

Indemnified Party may participate in, but not control, any defense or settlement of any Third

Party Claim controlled by the Indemnifying Party pursuant to this clause (i), and except as

provided in the preceding sentence, the Indemnified Party shall bear its own costs and

expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified

Party may takeover the control of the defense or settlement of a Third Party Claim at any time

if it irrevocably waives its right to indemnity under Section 9.2 with respect to such Third

Party Claim.

(ii)

If the Indemnifying Party fails to notify the Indemnified Party

within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim

pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute

vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to

give any notice whatsoever within the Dispute Period, then the Indemnified Party shall have

the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party

Claim by all appropriate proceedings, which proceedings shall be prosecuted by the

Indemnified Party in a reasonable manner and in good faith or will be settled at the discretion

of the Indemnified Party(with the consent of the Indemnifying Party, which consent will not

be unreasonably withheld). The Indemnified Party will have full control of such defense and

proceedings, including any compromise or settlement thereof; provided, however, that if

requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense

of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its

counsel in contesting any Third Party Claim which the Indemnified Party is contesting.

Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party has

notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes

its liability or the amount of its liability hereunder to the Indemnified Party with respect to

such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in

the manner provided in clause (iii) below, the Indemnifying Party will not be required to bear

the costs and expenses of the Indemnified Party's defense pursuant to this clause (ii) or of the

Indemnifying Party's participation therein at the Indemnified Party's request, and the

Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and

expenses incurred by the Indemnifying Party in connection with such litigation. The

Indemnifying Party may participate in, but not control, any defense or settlement controlled by

the Indemnified Party pursuant to this clause (ii), and the Indemnifying Party shall bear its

own costs and expenses with respect to such participation.

(iii)

If the Indemnifying Party notifies the Indemnified Party that it does

not dispute its liability or the amount of its liability to the Indemnified Party with respect to

the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party within the

Dispute Period whether the Indemnifying Party disputes its liability or the amount of its

liability to the Indemnified Party with respect to such Third Party Claim, the amount of

Damages specified in the Claim Notice shall be conclusively deemed a liability of the

Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of

such Damages to the Indemnified Party on demand. If the Indemnifying Party has timely

disputed its liability or the amount of its liability with respect to such claim, the Indemnifying

Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such

dispute; provided, however, that if the dispute is not resolved within thirty (30) days after the

Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems

appropriate.

(b)

In the event any Indemnified Party should have a claim under Section

9.2 against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified

Party shall deliver a written notification of a claim for indemnity under Section 9.2 specifying

the nature of and basis for such claim, together with the amount or, if not then reasonably

ascertainable, the estimated amount, determined in good faith, of such claim (an "Indemnity

Notice") with reasonable promptness to the Indemnifying Party. The failure by any

Indemnified Party to give the Indemnity Notice shall not impair such party's rights hereunder

except to the extent that the Indemnifying Party demonstrates that it has been irreparably

prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not

dispute the claim or the amount of the claim described in such Indemnity Notice or fails to

notify the Indemnified Party within the Dispute Period whether the Indemnifying Party

disputes the claim or the amount of the claim described in such Indemnity Notice, the amount

of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the

Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such

Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed

its liability or the amount of its liability with respect to such claim, the Indemnifying Party and

the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute;

provided, however, that if the dispute is not resolved within thirty (30) days after the Claim

Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems

appropriate.

(c)

The Indemnifying Party agrees to pay the Indemnified Party, promptly

as such expenses are incurred and are due and payable, for any reasonable legal fees or other

reasonable expenses incurred by them in connection with investigating or defending any such

Claim.

(d)

The indemnity provisions contained herein shall be in addition to (i)

any cause of action or similar rights of the Indemnified Party against the Indemnifying Party

or others, and (ii) any liabilities the Indemnifying Party may be subject to.

ARTICLE X

MISCELLANEOUS

Section 10.1

GOVERNING LAW; JURISDICTION. This Agreement shall be

governed by and interpreted in accordance with the laws of the State of Nevada without regard

to the principles of conflicts of law. Each of the Company and the Investor hereby submits to

the exclusive jurisdiction of the United States federal and state courts located in Florida,

County of Miami-Dade, with respect to any dispute arising under the Transaction Documents

or the transactions contemplated thereby.

Section 10.2

[Intentionally Omitted.]

Section 10.3

ASSIGNMENT. This Agreement shall be binding upon and inure

to the benefit of the Company and the Investor and their respective successors. Neither this

Agreement nor any rights of the Investor or the Company hereunder may be assigned by either

party to any other Person.

Section 10.4

NO THIRD PARTY BENEFICIARIES. This Agreement is intended

for the benefit of the Company and the Investor and their respective successors, and is not for

the benefit of, nor may any provision hereof be enforced by, any other Person, except as set

forth in Section 9.3.

Section 10.5

TERMINATION. The Company may terminate this Agreement at

any time by written notice to the Investor, except during any Valuation Period or at any time

that the Investor holds any of the Put Shares. In addition, this Agreement shall automatically

terminate at the end of the Commitment Period.

Section 10.6

ENTIRE AGREEMENT. The Transaction Documents, together

with the exhibits and schedules thereto, contain the entire understanding of the Company and

the Investor with respect to the matters covered herein and therein and supersede all prior

agreements and understandings, oral or written, with respect to such matters, which the parties

acknowledge have been merged into such documents, exhibits and schedules.

Section 10.7

FEES AND EXPENSES. Except as expressly set forth in the

Transaction Documents or any other writing to the contrary, each party shall pay the fees and

expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses

incurred by such party incident to the negotiation, preparation, execution, delivery and

performance of this Agreement. The Company shall pay all Transfer Agent fees (including,

without limitation, any fees required for same-day processing of any instruction letter

delivered by the Company), stamp taxes and other taxes and duties levied in connection with

the delivery of any Securities to the Investor. Upon execution of this Agreement, the

Company shall issue the Commitment Shares (400,000 of which shall be issued to Investor

and 400,000 of which shall be issued to Investments) for its commitment to enter into this

Agreement. The Commitment Shares shall be earned in full upon the execution of this

Agreement, and the Commitment Shares are not contingent upon any other event or condition,

including but not limited to the effectiveness of the Registration Statement or the Company’s

submission of a Put Notice to the Investor.

Section 10.8

COUNTERPARTS. This Agreement may be executed in multiple

counterparts, each of which may be executed by less than all of the parties and shall be

deemed to be an original instrument which shall be enforceable against the parties actually

executing such counterparts and all of which together shall constitute one and the same

instrument. This Agreement may be delivered to the other parties hereto by email of a copy of

this Agreement bearing the signature of the parties so delivering this Agreement.

Section 10.9

SEVERABILITY. In the event that any provision of this

Agreement becomes or is declared by a court of competent jurisdiction to be illegal,

unenforceable or void, this Agreement shall continue in full force and effect without said

provision; provided that such severability shall be ineffective if it materially changes the

economic benefit of this Agreement to any party.

Section 10.10

FURTHER ASSURANCES. Each party shall do and perform, or

cause to be done and performed, all such further acts and things, and shall execute and deliver

all such other agreements, certificates, instruments and documents, as the other party may

reasonably request in order to carry out the intent and accomplish the purposes of this

Agreement and the consummation of the transactions contemplated hereby.

Section 10.11

NO STRICT CONSTRUCTION. The language used in this

Agreement will be deemed to be the language chosen by the parties to express their mutual

intent, and no rules of strict construction will be applied against any party.

Section 10.12

EQUITABLE RELIEF. The Company recognizes that in the event

that it fails to perform, observe, or discharge any or all of its obligations under this Agreement,

any remedy at law may prove to be inadequate relief to the Investor. The Company therefore

agrees that the Investor shall be entitled to temporary and permanent injunctive relief in any

such case without the necessity of proving actual damages.

Section 10.13

TITLE AND SUBTITLES. The titles and subtitles used in this

Agreement are used for the convenience of reference and are not to be considered in

construing or interpreting this Agreement.

Section 10.14

AMENDMENTS; WAIVERS. No provision of this Agreement may

be amended or waived by the parties from and after the date that is one (1) Trading Day

immediately preceding the initial filing of the Registration Statement with the SEC. Subject to

the immediately preceding sentence, (i) no provision of this Agreement may be amended other

than by a written instrument signed by both parties hereto and (ii) no provision of this Agreement

may be waived other than in a written instrument signed by the party against whom enforcement

of such waiver is sought. No failure or delay in the exercise of any power, right or privilege

hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such

power, right or privilege preclude other or further exercise thereof or of any other right, power or

privilege.

Section 10.15

PUBLICITY. The Company and the Investor shall consult with

each other in issuing any press releases or otherwise making public statements with respect to

the transactions contemplated hereby and no party shall issue any such press release or

otherwise make any such public statement, other than as required by law, without the prior

written consent of the other parties, which consent shall not be unreasonably withheld or

delayed, except that no prior consent shall be required if such disclosure is required by law, in

which such case the disclosing party shall provide the other party with prior notice of such

public statement. Notwithstanding the foregoing, the Company shall not publicly disclose the

name of the Investor without the prior written consent of the Investor, except to the extent

required by law. The Investor acknowledges that this Agreement and all or part of the

Transaction Documents may be deemed to be "material contracts," as that term is defined by

Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file

such documents as exhibits to reports or registration statements filed under the Securities Act

or the Exchange Act. The Investor further agrees that the status of such documents and

materials as material contracts shall be determined solely by the Company, in consultation

with its counsel.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed

by their respective officers thereunto duly authorized as of the day and year first above written.

THE COMPANY:

PARALLAX HEALTH SCIENCES, INC.

By:______________________

Name: Paul Arena

Title: Chief Executive Officer

INVESTOR:

PEAK ONE OPPORTUNITY FUND, L.P.

By: Peak One Investments, LLC,

General Partner

By: ___________________________________

Name: Jason Goldstein

Title: Managing Member

[Signature Page to equity purchase agreement]

DISCLOSURE SCHEDULES TO

EQUITY PURCHASE AGREEMENT

Schedule 4.3 – Capitalization

None.

Schedule 4.5 – SEC Documents

None.

Schedule 4.9 – Litigation

None.

Schedule 4.10 – Registration Rights

None.

EXHIBIT A

FORM OF PUT NOTICE

TO: PEAK ONE OPPORTUNITY FUND, L.P.

DATE: ____________________

We refer to the equity purchase agreement, dated November 14, 2018 (the

“Agreement”), entered into by and between Parallax Health Sciences, Inc. and you.

Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the

same meaning when used herein.

We hereby:

1) Give you notice that we require you to purchase

Put Shares at an initial

purchase price per share of ____________; and

2) Certify that, as of the date hereof, the conditions set forth in Section 7.2 of the Agreement

are satisfied.

PARALLAX HEALTH SCIENCES, INC.

By: _______________________

Name: Paul Arena

Title: Chief Executive Officer

EXHIBIT B

FORM OF OFFICER’S CERTIFICATE

OF PARALLAX HEALTH SCIENCES, INC.

Pursuant to Section 7.2(k) of that certain equity purchase agreement, dated

November 14, 2018 (the “Agreement”), by and between Parallax Health Sciences, Inc. (the

“Company”) and Peak One Opportunity Fund, L.P. (the “Investor”), the undersigned, in his

capacity as Chief Executive Officer of the Company, and not in his individual capacity, hereby

certifies, as of the date hereof (such date, the “Condition Satisfaction Date”), the following:

The representations and warranties of the Company are true and correct in

all material respects as of the Condition Satisfaction Date as though made on the Condition

Satisfaction Date (except for representations and warranties specifically made as of a

particular date) with respect to all periods, and as to all events and circumstances occurring or

existing to and including the Condition Satisfaction Date, except for any conditions which

have temporarily caused any representations or warranties of the Company set forth in the

Agreement to be incorrect and which have been corrected with no continuing impairment to

the Company or the Investor; and

All of the conditions precedent to the obligation of the Investor to

purchase Put Shares set forth in the Agreement, including but not limited to Section 7.2 of the

Agreement, have been satisfied as of the Condition Satisfaction Date.

Capitalized terms used herein shall have the meanings set forth in the Agreement

unless otherwise defined herein.

IN WITNESS WHEREOF, the undersigned has hereunto affixed his hand as of the

________, 20__.

By: _______________________

Name: Paul Arena

Title: Chief Executive Officer

PARALLAX HEALTH SCIENCES, INC. - FORM 8-K - EX-10 - EX 10.2 EQUITY PURCHASE AGREEMENT - November 23, 2018

Attached files

PARALLAX HEALTH SCIENCES, INC. Reports