NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...
NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
OTHER LOAN SECURED BY SUCH SECURITIES.
COMMON STOCK PURCHASE WARRANT
PARALLAX HEALTH SCIENCES, INC.
Warrant Shares: 300,000
Date of Issuance: November 14, 2018 (“Issuance Date”)
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in
connection with the issuance of the $125,000.00 convertible debenture to Peak One Opportunity Fund, L.P., a
Delaware limited partnership (the “Fund”) on or around November 14, 2018 (the “Debenture”), Peak One Investments,
LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is entitled,
upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after
the date of issuance hereof, to purchase from Parallax Health Sciences, Inc., a Nevada corporation (the “Company”), up
to 300,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted
from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect.
This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase
agreement dated November 14, 2018, by and among the Company and the Fund (the “Purchase Agreement”).
Capitalized terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless
otherwise defined in the body of this Warrant or in Section 12 below. For purposes of this Warrant, the term “Exercise
Price” shall mean $0.15, subject to adjustment as provided herein (including but not limited to cashless exercise), and
the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern
standard time on the five-year anniversary thereof.
1.
EXERCISE OF WARRANT.
(a)
Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by
this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a
written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this
Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder.
Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available
hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an
amount equal to the applicable number of Warrant Shares purchased. On or before the third Trading Day (the “Warrant
Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon
receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by
the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise
Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of
immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price
provided), the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as
specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or
its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise.
Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have
become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective
of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection
with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than
the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in
no event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance
with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such
exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.
If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common
Stock by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in
Holder’s sole discretion, and such failure shall be deemed an event of default under the Debenture.
If the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to
receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant
determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this
Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock
computed using the following formula:
X = Y (A-B)
A
Where X =
the number of Shares to be issued to Holder.
Y =
the number of Warrant Shares that the Holder elects to purchase under this Warrant
(at the date of such calculation).
A =
the Market Price (at the date of such calculation).
B =
Exercise Price (as adjusted to the date of such calculation).
(b)
No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant
as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of
this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any
fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall,
in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the
product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.
(c)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant,
and a Holder shall not have the right to exercise any portion of this Warrant, to the extent that after giving effect to
issuance of Warrant Shares upon exercise as set forth on the applicable Notice of Exercise, the Holder (together with
the Holder’s Affiliates, and any other persons acting as a group together with the Holder or any of the Holder’s
Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation, as defined below. For purposes
of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates
shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such
determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon
(i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder or any of its
Affiliates and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the
Company (including without limitation any other Common Stock Equivalents) subject to a limitation on conversion or
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exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except
as set forth in the preceding sentence, for purposes of this paragraph (d), beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that the Company is not
representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the
Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the
limitation contained in this paragraph applies, the determination of whether this Warrant is exercisable (in relation to
other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable
shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the
Xxxxxx’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder
together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial
Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such
determination.
For purposes of this paragraph, in determining the number of outstanding shares of Common Stock, a Holder
may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent
periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the
Company or (C) a more recent written notice by the Company or its transfer agent setting forth the number of shares of
Common Stock outstanding. Upon the request of a Holder, the Company shall within two Trading Days confirm to the
Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of
Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company,
including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of
Common Stock was reported. 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 upon
exercise of this Warrant. Upon no fewer than 61 days’ prior notice to the Company, a Holder may increase or decrease
the Beneficial Ownership Limitation provisions of this paragraph, provided that the Beneficial Ownership Limitation in
no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to
the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this
paragraph shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such
notice is delivered to the Company and shall only apply to such Holder and no other Holder. The limitations contained
in this paragraph shall apply to a successor Xxxxxx of this Warrant.
2.
ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time
to time as follows:
(a)
Distribution of Assets. If the Company shall declare or make any dividend or other
distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of
capital or otherwise (including without limitation any distribution of cash, stock or other securities, property or options
by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case:
(i)
any Exercise Price in effect immediately prior to the close of business on the record
date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall
be reduced, effective as of the close of business on such record date, to a price determined by multiplying such
Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the shares of
Common Stock on the Trading Day immediately preceding such record date minus the value of the
Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of
Common Stock, and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common
Stock on the Trading Day immediately preceding such record date; and
(ii)
the number of Warrant Shares shall be increased to a number of shares equal to the
number of shares of Common Stock obtainable immediately prior to the close of business on the record date
fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution
multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided,
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however, that in the event that the Distribution is of shares of common stock of a company (other than the
Company) whose common stock is traded on a national securities exchange or a national automated quotation
system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant to purchase Other
Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be
identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares of
Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had
the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price
equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to
the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant
Shares calculated in accordance with the first part of this clause (ii).
(iii)
For the avoidance of doubt, no adjustment shall occur when shares of outstanding
Common Stock are merged proportionally across all stockholders to form a smaller number of outstanding
shares of Common Stock.
(b)
Anti-Dilution Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as
applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any
right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other
disposition) any Common Stock or securities entitling any person or entity to acquire shares of Common Stock (upon
conversion, exercise or otherwise) (including but not limited to under the Debenture), at an effective price per share
less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive
Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by
operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise,
or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive
shares of Common Stock at an effective price per share which is less than the Exercise Price, such issuance shall be
deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then the Exercise Price
shall be reduced at the option of the Holder and only reduced to equal the Base Share Price, and the number of Warrant
Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into
account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment.
Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The
Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common
Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or
applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance
Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to
this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is
entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder
accurately refers to the Base Share Price in the Notice of Exercise.
3.
FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the
Company effects any merger of the Company with or into another entity and the Company is not the surviving entity
(such surviving entity, the “Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets
in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by
another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock
are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders
of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the
Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into
or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of
Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant,
the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the
Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such
reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on
exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the
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determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on
the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable
manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the
Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant
following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any
Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing
provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.
4.
NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its
certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of
arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the
provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting
the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as
may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable
shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding,
have authorized and reserved, free from preemptive rights, ten (10) times the number of shares of Common Stock into
which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant
(without regard to any limitations on exercise).
5.
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically
provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a
stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any
liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of
the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
6.
REISSUANCE.
(a)
Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the
Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a
mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant
so lost, stolen, mutilated or destroyed.
(b)
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant
pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an
issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.
7.
TRANSFER.
(a)
Notice of Transfer. The Holder agrees to give written notice to the Company before
transferring this Warrant or transferring any Warrant Shares of such Xxxxxx’s intention to do so, describing briefly the
manner of any proposed transfer. Promptly upon receiving such written notice, the Company shall present copies
thereof to the Company’s counsel. If the proposed transfer may be effected without registration or qualification (under
any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder thereof,
whereupon the Holder shall be entitled to transfer this Warrant or to dispose of Warrant Shares received upon the
previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the
Company; provided, however, that an appropriate legend may be endorsed on this Warrant or the certificates for such
Warrant Shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and
satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act
and applicable state securities laws; and provided further that the prospective transferee or purchaser shall execute the
5
Assignment of Warrant attached hereto as Exhibit B and such other documents and make such representations,
warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for
the transfer or disposition of the Warrant or Warrant Shares.
(b)
If the proposed transfer or disposition of this Warrant or such Warrant Shares described in the
written notice given pursuant to this Section 7 may not be effected without registration or qualification of this Warrant
or such Warrant Shares, the Holder will limit its activities in respect to such transfer or disposition as are permitted by
law.
(c)
Any transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the
initial Holder of this Warrant.
8.
NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided
herein, such notice shall be given in accordance with the notice provisions contained in the Purchase Agreement. The
Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment of the Exercise
Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20 days prior to the date on
which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares
of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or
indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the
holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction,
dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in
conjunction with such notice being provided to the Holder.
9.
AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either
generally or in a particular instance and either retroactively or prospectively) only with the written consent of the
Company and the Holder.
10.
GOVERNING LAW. This Warrant shall be governed by and construed in accordance with the laws
of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the
other concerning the transactions contemplated by this Warrant shall be brought only in the state courts or federal
courts located in the State of Florida, County of Miami-Dade. The parties to this Warrant hereby irrevocably waive
any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack
of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION
DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY
OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR
THEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and
costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is
invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to
the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any
such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of
any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents
to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction
Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to
such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any other manner permitted by law.
11.
ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement
to all of the terms and conditions contained herein.
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12.
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the
following meanings:
(a)
“Nasdaq” means xxx.Xxxxxx.xxx.
(b)
“Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for
such security on the Principal Market, as reported by Nasdaq, or, if the Principal Market begins to operate on an
extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to
4:00 p.m., New York time, as reported by Nasdaq, or (ii) if the foregoing does not apply, the last trade price of such
security in the over-the-counter market for such security as reported by Nasdaq, or (iii) if no last trade price is reported
for such security by Nasdaq, the average of the bid and ask prices of any market makers for such security as reported
by the OTC Markets. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the
foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually
determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock
dividend, stock split, stock combination or other similar transaction during the applicable calculation period.
(c)
“Common Stock” means the Company’s common stock, and any other class of securities into
which such securities may hereafter be reclassified or changed.
(d)
“Common Stock Equivalents” means any securities of the Company that would entitle the
holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights,
options, warrants 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.
(e)
“Dilutive Issuance” is any issuance of Common Stock or Common Stock Equivalents
described in Section 2(b) above; provided, however, that a Dilutive Issuance shall not include any Exempt Issuance.
(f)
“Exempt Issuance” means the issuance of (i) shares of Common Stock or options to officers
or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee
members of the Board of Directors of the Company or a majority of the members of a committee of non-employee
directors established for such purpose, (ii) securities issued pursuant to acquisitions approved by a majority of the
disinterested directors of the Company, and (iii) shares of Common Stock issued pursuant to any real property leasing
arrangement or financing from a national bank approved by the Board of Directors of the Company.
(g)
“Principal Market” means the primary national securities exchange on which the Common
Stock is then traded.
(h)
“Market Price” means the highest traded price of the Common Stock during the thirty Trading
Days prior to the date of the respective Exercise Notice.
(i)
“Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded
on its Principal Market, (ii) if the Common Stock is not then listed or quoted and traded on any national securities
exchange, then a day on which trading occurs on any over-the-counter markets, or (iii) if trading does not occur on the
over-the-counter markets, any Business Day.
* * * * * * *
7
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date
set forth above.
PARALLAX HEALTH SCIENCES, INC.
Name: Xxxx Xxxxx
Title: Chief Executive Officer
EXHIBIT A
EXERCISE NOTICE
(To be executed by the registered holder to exercise this Common Stock Purchase Warrant)
THE UNDERSIGNED holder hereby exercises the right to purchase _________________ of the shares of
Common Stock (“Warrant Shares”) of Parallax Health Sciences, Inc., a Nevada corporation (the “Company”),
evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in the Warrant.
1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):
☐ a cash exercise with respect to _________________ Warrant Shares; or
☐ by cashless exercise pursuant to the Warrant.
2. Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate
Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.
3. Delivery of Warrant Shares. The Company shall deliver to the holder __________________ Warrant Shares in
accordance with the terms of the Warrant.
Date:
(Print Name of Registered Holder)
By:
Name:
Title:
EXHIBIT B
ASSIGNMENT OF WARRANT
(To be signed only upon authorized transfer of the Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto ____________________ the
right to purchase _______________ shares of common stock of Parallax Health Sciences, Inc., to which the within
Common Stock Purchase Warrant relates and appoints ____________________, as attorney-in-fact, to transfer said
right on the books of Parallax Health Sciences, Inc. with full power of substitution and re-substitution in the premises.
By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the
within Warrant.
Dated: __________________
(Signature) *
(Name)
(Address)
(Social Security or Tax Identification No.)
* The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common
Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing
on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and title(s) with such
entity.
