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PARALLAX HEALTH SCIENCES, INC.
CERTIFICATE OF VALIDATION
March 11, 2019
This Certificate of Validation (this “Certificate”) is filed on behalf of Parallax Health
Science, Inc., a Nevada corporation (the “Corporation”), pursuant to Section 78.0296 of the
Nevada Revised Statutes (“NRS”), which provides that, if a corporate act ratified or validated
pursuant to such section would have required any filing with the Secretary of State pursuant to the
provisions of such title, or if such ratification or validation would cause any such filing to be
inaccurate or incomplete in any material respect, the Corporation shall make, amend or correct
each such filing in accordance with Section 78.0296 of the NRS, and that any such filing,
amendment or correction must be accompanied by a certificate of validation indicating that the
filing, amendment or correction is being made in connection with a ratification or validation of a
corporateactinaccordancewithSection78.0296oftheNRSandspecifyingtheeffectivedateand
time of the filing, amendment or correction, which may be before the date and time of filing.
I, Paul Arena, the Chief Executive Officer of the Corporation, hereby certify on behalf of
the Corporation as follows:
l.
This Certificate shall accompany, and is to be appended to, that certain Certificate
of Designation (the “Certificate of Designation”), filed on February 20, 2019, Document Number:
20190073699-76, with the Nevada Secretary of State in accordance with Section 78.0296 of the
NRS.
2.
The Certificate is being filed in connection with a ratification or validation of a
corporate act in accordance with Section 78.0296 of the NRS.
3.
The effective date and time of filing of the Certificate of Designation is June 17,
2011 (Pacific Time).
[SIGNATURE PAGE FOLLOWS]
PARALLAX HEALTH SCIENCES, INC.
IN WITNESS WHEREOF, the undersigned has executed this Certificate on behalf of the
Corporation as of the date set forth above.
Parallax Health Science, Inc.,
a Nevada corporation
By:
/s/ Paul Arena__________________
Name: Paul Arena
Title: Chief Executive Officer
Theundersignedherebycertifiesthatthepersonnamedaboveisthedulyelected,qualified
and acting Chief Executive Officer of the Corporation, and that the signature appearing above is
his true and genuine signature.
By:
/s/ Calli R. Bucci_______________
Name: Calli R. Bucci
Title: Corporate Secretary
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CERTIFICATE OF DESIGNATION
OF RIGHTS, PREFERENCES AND PRIVILEGES OF
SERIES A PREFERRED STOCK
OF
PARALLAX HEALTH SCIENCES, INC.
Pursuant to Sections 78.195 of the Nevada Revised Statues (the “NRS”), as Amended, Parallax Health
Sciences,Inc.,aCompanyorganizedandexistingunderlawsoftheStateofNevada(the“Company”),does
hereby submit the following:
WHEREAS, Company has 500,000,000 shares of common stock, par value $.0.001 per share
(“Common Stock”), and 10,000,000 shares of preferred stock, par value 0.001 (the “Preferred Stock”),
outstanding, and the Company’s Board of Directors (the “Board”) is authorized to issue and establish one
ormoreseriesofthePreferredStockandtofixthedesignation,rights,preferences,powers,restrictionsand
limitations thereof; and
WHEREAS, an aggregate of 823,691 shares of Series A preferred stock have heretofore been issued
and remain outstanding; and
WHEREAS, it is in the best interest of the Company to confirm the Series A designation, the
preferences and relative and other rights, and the qualifications, limitations or restrictions thereof to the
Series A preferred stock.
NOW THEREFORE BE IT RESOLVED, that pursuant to the authority vested in the Board by the
Company's Articles of Incorporation, as amended (the “Articles”), a series of preferred stock of the
Company has been created out of the authorized but unissued shares of the capital stock of the Company,
of which the preferences and relative and other rights, and the qualifications, limitations or restrictions
thereof, shall be as follows:
1) Designation. EightHundredFiftyThousand(850,000)sharesoftheauthorizedandunissuedPreferred
Stock of the Company are hereby designated “Series A Preferred Stock” (the "Series "A" Preferred
Stock").
2) Dividends: The Series A Preferred Stock shall be entitled to receive cumulative, compounding,
dividends at an annual rate of seven percent (7%), payable semi-annually, which at the option of the
Company may be “payment in kind” (“PIK”) or cash (provided that if the Company is not legally
permittedtodistributecashdividendsitshallneverthelesspaydividendstoholdersbyPIKtotheextent
legally permissible. Dividends will cease upon conversion or redemption of the Series A Preferred
Stock into PRLX’s Common Stock.
3) Conversion Rights.
a) Elective Conversion. Each Share of Series A Preferred Stock shall be convertible at any time by
the holder thereof at a conversion rate 20 shares of Common Stock for each share of Series A
Preferred Stock held.
b) Forced Conversion. The Company shall have no forced conversionrights to the Series A Preferred
stock.
Parallax Health Sciences, Inc.
Series A Preferred Stock
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Designation
c) Conversion Ratio. The Conversion Ratio of the Series A Preferred Stock will be subject to
proportional adjustment for stock splits, stock dividends, and the like and to adjustment on a
narrow-based weighted average basis for issuances at a purchase price less than the then-effective
Conversion Ratio, subject to the following carve outs:
i) theissuanceofCommonStocktoemployees,consultants,officersordirectorsoftheCompany
pursuant to stock purchase or stock option plans or agreements approved by the Company’s
Board.
ii) the issuance of securities in connection with acquisition transactions approved by the Board.
iii) the issuance of securities to financial institutions or lessors in connection with commercial
credit arrangements, equipment financings or similar transactions approved by the Board.
iv) the issuance of securities in a private placement or public offering.
d) Effect of Conversion. All Shares of Series A Preferred Stock converted as provided herein shall no
longer be deemed issued and outstanding as of the effective time of the applicable conversion, and
all rights with respect to such Shares shall immediately cease and terminate as of such time, other
than the right of the holder to receive shares of Common Stock in exchange therefor.
4) Voting Rights. Each Share of Series A Preferred Stock shall have no right to vote on any matter to be
submittedforavotetoCommonStockshareholdersoftheCompany,untilsuchtimeasconversioninto
Common Stock has taken place.
5) Adjustment. In the event that the Company shall, at any time after the issuance of any Share of Series
A Preferred Stock, (a) declare any dividend on Common Stock payable in shares of Common Stock,
(b) subdivide or effectuate any stock-split of the outstanding Common Stock or (c) combine or
recapitalize the outstanding Common Stock into a different number of shares, then in each such case
theCompanyshallsimultaneouslyeffectaproportionaladjustmenttothenumberofoutstandingShares
of Series A Preferred Stock.
6) Consolidation, Merger, Etc. In the event the Company enters into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are exchanged for or changed
intootherstockorsecurities,cashand/oranyotherproperty,theninanysuchcase,theSharesofSeries
A Preferred Stock and any cumulative dividends shall at the same time be redeemed by the Company
inaccordancewithredemptionrightsprovidedherein,orsimilarlyexchangedorchangedintopreferred
stock of the surviving Company with the same rights and preferences as the Series A Preferred Stock.
7) Waiver. Anyoftherights,powers,preferencesandothertermsoftheSeriesAPreferredStocksetforth
herein may be waived on behalf of a holder of Shares in its sole discretion.
8) Assignment. Each holder of Shares of Series A Preferred Stock shall be entitled to transfer some or all
of its Shares to one or more affiliated partnerships or funds managed by it or any of such holder’s
respective directors, officers or partners; provided, however, that any such transferee agrees in writing
to be subject to the identical terms of any conversion and/or related agreements entered into by the
holder thereof in connection with the issuance of the transferred Shares.
9) Redemption Rights. The Company may, by a resolution of the Board and in compliance with the NRS,
redeem and purchase any of its issued and outstanding Series A Preferred Stock. No such purchase or
redemption shall be made if the Company is insolvent at the time of the proposed purchase or
Parallax Health Sciences, Inc.
Series A Preferred Stock
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Designation
redemption or if the proposed purchase or redemption would render the Company insolvent. If the
Company proposes, at its option, to redeem some but not all of the shares of any class or series, the
Board may, subject to the special rights and restrictions attached to such shares, decide the manner in
which the shares to be redeemed shall be selected and such redemption may or may not be made pro
rata among every shareholder holding any such shares as the Board may determine.
10) Re-issuance. No share or shares of Series A Preferred Stock acquired by the Company by reason of
conversion, redemption or otherwise shall be reissued as Series A Preferred Stock, and all such shares
thereafter shall be returned to the Company’s treasury under the status of undesignated and un-issued
shares of Preferred Stock of the Company.
11) Notices. Unless otherwise specified in the Company’s Certificate of Incorporation or Bylaws, all
notices or communications given hereunder shall be in writing and, if to the Company, shall be
delivered to it as its principal executive offices, and if to any Series A Holder, shall be delivered to it
at its address as it appears on the stock books of the Company.
12) Transfer Agent Notice. The Company shall immediately, upon filing of this Certificate of
Amendment, provide its transfer agent with copies of this Certificate of Amendment and notify its
transfer agent of all rights, conditions, terms and requirements hereunder. In the event the Company
changes transfer agents following the filing of this Certificate of Amendment, any new transfer agent
shall immediately receive copies of these Articles and be notified of all rights, conditions, terms and
requirements hereunder.
13) Amendment. No provision of this Certificate of Designation may be amended, modified or waived
except by an instrument in writing executed by the Company and the holders of a majority of Shares of
Series A Preferred Stock, and any such written amendment, modification or waiver will be binding
upon the Company and each holder of Series A Preferred Stock; provided, that no such action shall
change or waive (a) the definition of Liquidation Value, (b) the rate at which or the manner in which
dividends on the Series A Preferred Stock accrues or accumulates, without the prior written consent of
holders of at least seventy-five (75%) of all outstanding Shares of Series A Preferred Stock.
14) Severability. Ifanyword,phrase,provisionorclauseofthisCertificateisdeemedtobeinvalid,illegal,
orunenforceable,onlyspecificcontentshallbedeemed strickenfromthisCertificateandallremaining
language, content, rights, restrictions and privileges of this Certificate shall remain in effect. If any
word, phrase, provision or clause of this Certificate is inapplicable to any person or circumstance, it
shall nevertheless remain applicable to all other persons and circumstances.
IN WITNESS WHEREOF, the undersigned directors have hereunto set their hands to this Certificate
of Designation on February 5, 2019.
/s/ Paul R. Arena
/s/ John L. Ogden
Paul R. Arena
John L. Ogden
/s/ Calli R. Bucci
/s/ Edward W. Withrow Jr.
Calli R. Bucci
Edward W. Withrow Jr.
/s/ Nathaniel T. Bradley
Nathaniel T. Bradley
Parallax Health Sciences, Inc.
Series A Preferred Stock
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Designation
