NEITHER THE ISSUANCE AND SALE OF THE SECURITIES
REPRESENTED BY THIS PROMISSORY NOTE NOR THE SECURITIES
INTO WHICH THIS PROMISSORY NOTE ARE EXERCISABLE HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN
OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY
THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT
REGISTRATIONISNOTREQUIREDUNDERSAIDACTOR(II)UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY
THE SECURITIES.
US$175,000.00
PARALLAX HEALTH SCIENCES, INC.
10% CONVERTIBLE REDEEMABLE NOTE
DUE OCTOBER 30, 2020
FOR VALUE RECEIVED, PARALLAX HEALTH SCIENCES, INC., a Nevada corpora-
tion (the “Company”) promises to pay to the order of████████████████, a Delaware
limited liability company, and its authorized successors and permitted assigns ("Holder"), the ag-
gregate principal face amount of One Hundred Seventy Five Thousand and No/100 United States
Dollars (US$175,000.00) on October 30, 2020 ("Maturity Date") and to pay interest on the princi-
pal amount outstanding hereunder at the rate of ten percent (10%) per annum commencing on
October 30, 2019 ("Issuance Date"). The interest will be paid to the Holder in whose name this
Note is registered on the records of the Company regarding registration and transfers of this Note.
The principal of, and interest on, this Note are payable at█████████████████████
█████, initially, and if changed, last appearing on the records of the Company as designated in
writing by the Holder hereof from time to time. The Company will pay each interest payment and
the outstanding principal due upon this Note before or on the Maturity Date, less any amounts
required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer
addressed to such Holder at the last address appearing on the records of the Company. The for-
warding of such check or wire transfer shall constitute a payment of outstanding principal hereun-
der and shall satisfy and discharge the liability for principal on this Note to the extent of the sum
represented by such check or wire transfer.
This Note is issued in the principal amount of One Hundred Seventy-Five Thousand and No/100
United States Dollars (US$175,000.00) pursuant to that certain Securities Purchase Agreement
dated of even date herewith by and between the Company and the Holder. The Note has been
purchasedforapurchasepriceofOneHundred Seventy-Five Thousand and No/100 United States
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Dollars (US$175,000.00).
This Note is subject to the following additional provisions:
1.
ThisNoteisexchangeableforanequalaggregateprincipalamountofNotes
of different authorized denominations, as requested by the Holder surrendering the same. No ser-
vicechargewillbemadeforsuchregistrationortransferorexchange,exceptthatHoldershallpay
any tax or other governmental charges payable in connection therewith.
2.
The Company shall be entitled to withhold from all payments any amounts
required to be withheld under applicable laws.
3.
This Note may be transferred or exchanged only in compliance with the
Securities Act of 1933, as amended ("Act") and applicable state securities laws. Any attempted
transfer to a non-qualifying party shall be treated by the Company as void. Prior to due present-
ment for transfer of this Note, the Company and any agent of the Company may treat the person
in whose name this Note is duly registered on the Company's records as the owner hereof for all
other purposes, whether or not this Note be overdue, and neither the Company nor any such agent
shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise
the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in
Section 4(a), and any prospective transferee of this Note, also is required to give the Company
written confirmation that this Note is being converted ("Notice of Conversion") in the form an-
nexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of
Conversion shall be the Conversion Date.
4.
(a)
TheHolderofthisNoteisentitled,atitsoption,toconvertallorany
amount of the outstanding balance of this Note into shares of the Company's common stock (the
"Common Stock") at a price ("Conversion Price") for each share of Common Stock equal tosev-
enty percent (70%)(representing a discount rate of thirtypercent (30%)) of thelowest trad-
ing price of the Company’s Common Stock, as reported on the National Quotations Bureau OTC
Markets exchange which the Company’s shares are traded or any exchange upon which the Com-
mon Stock may be traded in the future ("Exchange"), for the twenty prior trading days, including
the day upon which a Notice of Conversion is received by the Company or its transfer agent (pro-
vided such Notice of Conversion is delivered by fax or other electronic method of communication
to the Company or its transfer agent after 4 P.M.Eastern Standard or DaylightSavingsTimeifthe
Holder wishes to include the same day closing price). If the shares have not been delivered within
3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated
by the Company delivering the shares of Common Stock to the Holder within 3 business days of
receipt by the Company of the Notice of Conversion. Accrued but unpaid interest shall be subject
to conversion. No fractional shares or scrip representing fractions of shares will be issued on con-
version, but the number of shares issuable shall be rounded to the nearest whole share. To the
extent the Conversion Price of the Company’s Common Stock closes below the par value per
share,theCompanywilltakeallstepsnecessarytosolicittheconsentofthestockholderstoreduce
theparvaluetothelowestvaluepossibleunderlaw. TheCompanyagreestohonorallconversions
submitted pending this increase. In the event the Company experiences a DTC “Chill” on its
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shares, the conversion price shall be decreased to fifty percent (50%) instead of fifty-five (55%)
while that “Chill” is in effect. In no event shall the Holder be allowed to effect a conversion if
such conversion, along with all other shares of Company Common Stock beneficially owned by
the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock
of the Company (which may be increased up to 9.9% upon 60 days’ prior written notice by the
Holder).
(b)
The Notes may be prepaid with the following penalties:
PREPAY DATE
PREPAY AMOUNT
Less than or equal to 60 days following the
125% of principal plus accrued interest
Issuance Date
61 to 120 days following the Issuance Date
135% of principal plus accrued interest
121 to 180 days following the Issuance Date
140% of principal plus accrued interest
This Note may not be prepaid after the 180th day without the consent of the Holder. Such redemp-
tionmustbeclosedandfundedwithin3daysofgivingnoticeofredemptionoftherighttoredeem
and any redemption delivered thereafter shall be null and void.
(c)
Upon (i) a transfer of all or substantially all of the assets of the Company to
any person in a single transaction or series of related transactions, (ii) a reclassification, capital
reorganizationorotherchangeorexchangeofoutstandingsharesoftheCommonStock,otherthan
a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Com-
pany with or into another person or entity in which the Company is not the surviving entity (other
than a merger which is effected solely to change the jurisdiction of incorporation of the Company
and results in a reclassification, conversion or exchange of outstanding shares of Common Stock
solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale
Event"), then, in each case, the Company shall, upon request of the Holder, redeem this Note in
cash for 150% of the principal amount, plus accrued but unpaid interest through the date of re-
demption, or at the election of the Holder, such Holder may convert the unpaid principal amount
of this Note (together with the amount of accrued but unpaid interest) into shares of Common
Stock immediately prior to such Sale Event at the Conversion Price.
(d)
In case of any Sale Event (not to include a sale of all or substantially all of
theCompany’sassets)inconnectionwithwhichthisNoteisnotredeemedorconverted,theCom-
pany shall cause effective provision to be made so that the Holder of this Note shall have the right
thereafter, by converting this Note, to purchase or convert this Note into the kind and number of
shares of stock or other securities or property (including cash) receivable upon such reclassifica-
tion, capital reorganization or other change, consolidation or merger by a holder of the number of
shares of Common Stock that could have been purchased upon exercise of the Note and at the
same Conversion Price, as definedin this Note, immediately prior to such Sale Event. The forego-
ing provisions shall similarly apply to successive Sale Events. If the consideration received by the
holders of Common Stock is other than cash, the value shall be as determined by the Board of
Directors of the Company or successor person or entity acting in good faith.
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5.
No provision of this Note shall alter or impair the obligation of the Com-
pany, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the
time, place, and rate, and in the form, herein prescribed.
6.
The Company hereby expressly waives demand and presentment for pay-
ment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration
or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder
andshallbedirectlyandprimarilyliableforthepaymentofallsumsowingandtobeowinghereto.
7.
The Company agrees to pay all costs and expenses, including reasonable
attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due
under this Note.
8.
If one or more of the following described "Events of Default" shall occur:
(a)
The Company shall default in the payment of principal or interest on this
Note or any other note issued to the Holder by the Company; or
(b)
Any of the representations or warranties made by the Company herein or in
any certificate or financial or other written statements heretofore or hereafter furnished by or on
behalfoftheCompanyinconnectionwiththeexecutionanddeliveryofthisNote,ortheSecurities
Purchase Agreement under which this note was issued shall be false or misleading in any material
respect; or
(c)
The Company shall fail to perform or observe, in any respect, any material
covenant, term, provision, condition, agreement or obligation of the Company under this Note or
any other note issued to the Holder; or
(d)
The Company shall (1) become insolvent; (2) make an assignment for the
benefit of creditors or commence proceedings for its dissolution; (3) apply for or consent to the
appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or
business;(4)fileapetitionfor bankruptcyrelief,consenttothefilingofsuchpetitionorhavefiled
againstitaninvoluntarypetitionforbankruptcyrelief,allunderfederalorstatelawsasapplicable;
or
(e)
A trustee, liquidator or receiver shall be appointed for the Company or for
a substantial part of its property or business without its consent and shall not be discharged within
sixty (60) days after such appointment; or
(f)
Any governmental agency or any court of competent jurisdiction at the in-
stanceofanygovernmentalagencyshallassumecustodyorcontrolofthewholeoranysubstantial
portion of the properties or assets of the Company; or
(g)
One or more money judgments, writs or warrants of attachment, or similar
process, in excess of two hundred thousand dollars ($200,000) in the aggregate, shall be entered
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or filed against the Company or any of its properties or other assets and shall remain unpaid, un-
vacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5)
days prior to the date of any proposed sale thereunder; or
(h)
The Company shall have defaulted on or breached any term of any other
noteofsimilardebtinstrumentintowhichtheCompanyhasenteredandfailedtocuresuchdefault
within the appropriate grace period; or
(i)
The Company shall have its Common Stock delisted from an exchange (in-
cluding the OTC Market Exchange) or, if the Common Stock trades on an exchange, then trading
in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its
1934 act reports with the SEC;
(j)
If a majority of the members of the Board of Directors of the Company on
the date hereof are no longer serving as members of the Board;
(k)
The Company shall not deliver to the Holder the Common Stock pursuant
to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of
Conversion; or
(l)
The Company shall not replenish the reserve set forth in Section 12, within
3 business days of the request of the Holder.
(m)
The Company shall not be “current” in its filings with the Securities and
Exchange Commission;
(n)
The Company shall lose the “bid” price for its stock in a market (including
the OTC marketplace or other exchange); or
Then, or at any time thereafter, unless cured within the time periods set forth herein, and, if not
specified, within 5 business days, and in each and every such case, unless such Event of Default
shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver
ofanysubsequentdefault)attheoptionoftheHolderandintheHolder'ssolediscretion,theHolder
may consider this Note immediately due and payable, without presentment, demand, protest or
(further) notice of any kind (other than notice of acceleration), all of which are hereby expressly
waived,anythinghereinorinanynoteorotherinstrumentscontainedtothecontrarynotwithstand-
ing, and the Holder may immediately, and without expiration of any period of grace, enforce any
andalloftheHolder'srightsandremediesprovidedhereinoranyotherrightsorremediesafforded
bylaw. UponanEventofDefault,interestshallaccrueatadefaultinterestrateofeighteenpercent
(18%) per annum or, if such rate is usurious or not permitted by current law, then at the highest
rate of interest permitted by law. In the event of a breach of Section 8(k) the penalty shall be $250
perdaythesharesarenotissuedbeginningonthe4thdayaftertheconversionnoticewasdelivered
to the Company. This penalty shall increase to $500 per day beginning on the 10th day. Further, if
a breach of Section 8(m) occurs or is continuing after the 6 month anniversary of the Note, then
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the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a
base price for the conversion. For example, if the lowest closing bid price during the delinquency
periodis$0.01pershareandtheconversiondiscountis50%theHoldermayelecttoconvertfuture
conversions at $0.005 per share.
If the Holder shall commence an action or proceeding to enforce any provisions of this Note, in-
cluding, without limitation, engaging an attorney, then if the Holder prevails in such action, the
Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses
incurred in the investigation, preparation and prosecution of such action or proceeding.
9.
In case any provision of this Note is held by a court of competent jurisdic-
tion to be excessive in scope or otherwise invalid or unenforceable, such provision shall be ad-
justed rather than voided, if possible, so that it is enforceable to the maximum extent possible, and
the validity and enforceability of the remaining provisions of this Note will not in any way be
affected or impaired thereby.
10.
Neither thisNote nor anytermhereofmaybeamended,waived,discharged
or terminated other than by a written instrument signed by the Company and the Holder.
11.
The Company represents that it is not a “shell” issuer and has never been a
“shell” issuer or that if it previously has been a “shell” issuer that at least 12 months have passed
sincetheCompanyhasreportedForm10typeinformationindicatingitisnolongera“shellissuer.
Further,theCompanywillinstructitscounseltoeither(i)writea144opiniontoallowforsalability
of the conversion shares or (ii) accept such opinion from Holder’s counsel.
12. The Company shall issue irrevocable transfer agent instructions reserving
12,500,000 shares of its Common Stock for conversions under this Note (the “Share Reserve”).
Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled.
The Company shall pay all transfer agent costs associated with issuing and delivering the share
certificates to Holder. If such amounts are to be paid by the Holder, it may deduct such amounts
from the Conversion Price. The company should at all times reserve a minimum of four (4) times
the amount of shares required if the note would be fully converted. The Holder may reasonably
requestincreasesfromtimetotimetoreservesuchamounts. TheCompanywillinstructitstransfer
agent to provide the outstanding share information to the Holder in connection with its conver-
sions.
13.
The Company will give the Holder direct notice of any corporate actions,
including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be
given to the Holder as soon as possible under law. The prices per share set forth in this Note are
subject to adjustment to give effect to any stock splits, reverse stock splits, recapitalizations and
the like.
14.
If it shall be found that any interest or other amount deemed interest due
hereunderviolatestheapplicablelawgoverningusury,theapplicableprovisionshallautomatically
be revised to equal the maximum rate of interest or other amount deemed interest permitted under
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applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not
seektoclaimortakeadvantageofanylawthatwouldprohibitorforgivetheCompanyfrompaying
all or a portion of the principal or interest on this Note.
15.
TheCompanyherebyacknowledgesthatitwasadvisedtoseekindependent
legaladviceinconsideringthematterssetforthhereinandthatithassoughtandreceivedorwaived
the right to seek and receive said independent legal advice.
16.
This Note shall be governed by and construed in accordance with the laws
of New York applicable to contracts made and wholly to be performed within the State of New
York and shall be binding upon the successors and assigns of each party hereto. The Holder and
the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue
in the courts of the State of New York or in the Federal courts sitting in the county or city of New
York, or the Federal courts within the southern or eastern districts of New York. This Agreement
may be executed in counterparts, and the facsimile transmission of an executed counterpart to this
Agreement shall be effective as an original.
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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
by an officer thereunto duly authorized.
PARALLAX HEALTH SCIENCES, INC.
By:_/s/ Paul R. Arena _____________________________
Name: Paul R. Arena
Title: Chief Executive Officer
Dated: 10/23/2019
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EXHIBIT A
NOTICE OF CONVERSION
(To be Executed by the Registered Holder in order to Convert the Note)
The undersigned hereby irrevocably elects to convert $___________ of the above
Note into _________ Shares of Common Stock of Parallax Health Sciences, Inc. (“Shares”) ac-
cording to the conditions set forth in such Note, as of the date written below.
If Shares are to be issued in the name of a person other than the undersigned, the
undersigned will pay all transfer and other taxes and charges payable with respect thereto.
Date of Conversion:
Applicable Conversion Price:
Signature:
[Print Name of Holder and Title of Signer]
Address:
SSN or EIN:
Shares are to be registered in the following name:
Name:
Address:
Tel:
Fax:
SSN or EIN:
Shares are to be sent or delivered to the following account:
Account Name:
Address:
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