REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 14,

2018, by and between PARALLAX HEALTH SCIENCES, INC., a Nevada corporation (the

"Company"), and PEAK ONE OPPORTUNITY FUND, L.P., a Delaware limited partnership (together

with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein

shall have the respective meanings set forth in the equity purchase agreement by and between the parties

hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time

to time, the "Purchase Agreement").

WHEREAS:

The Company has agreed, upon the terms and subject to the conditions of the Purchase

Agreement, to sell to the Buyer up to Ten Million Dollars ($10,000,000.00) of Put Shares and to induce

the Buyer to enter into the Purchase Agreement, the Company has agreed to provide certain registration

rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any

similar successor statute (collectively, the "Securities Act"), and applicable state securities laws.

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained

herein and other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the Company and the Buyer hereby agree as follows:

DEFINITIONS.

As used in this Agreement, the following terms shall have the following meanings:

"Investor" means the Buyer, any transferee or assignee thereof to whom a Buyer

assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by

the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee or assignee

assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by

the provisions of this Agreement.

"Person" means any individual or entity including but not limited to any

corporation, a limited liability company, an association, a partnership, an organization, a business, an

individual, a governmental or political subdivision thereof or a governmental agency.

"Register," "registered," and "registration" refer to a registration effected by

preparing and filing one or more registration statements of the Company in compliance with the

Securities Act and/or pursuant to Rule 415 under the Securities Act or any successor rule providing for

offering securities on a continuous basis ("Rule 415"), and the declaration or ordering of effectiveness of

such registration statement(s) by the United States Securities and Exchange Commission (the "SEC").

"Registrable Securities" means all of the Put Shares which have been, or which

may, from time to time be issued, including without limitation all of the shares of common stock which

have been issued or will be issued to the Investor under the Purchase Agreement (without regard to any

limitation or restriction on purchases), and any and all shares of capital stock issued or issuable with

respect to the Put Shares, 800,000 shares of common stock (400,000 of which shall be issued to the

Investor and 400,000 of which shall be issued to Peak One Investments, LLC (“Investments”)) for its

commitment to enter into the Purchase Agreement (the “Commitment Shares”), and shares of common

stock issued to the Investor as a result of any stock split, stock dividend, recapitalization, exchange or

similar event or otherwise, without regard to any limitation on purchases under the Purchase Agreement.

"Registration Statement" means one or more registration statements of the

Company covering only the sale of the Registrable Securities.

REGISTRATION.

Mandatory Registration. The Company shall, within thirty (30) calendar days

from the date hereof, file with the SEC an initial Registration Statement covering the maximum number

of Registrable Securities (beginning with the Commitment Shares with respect to Investor and

Investments) as shall be permitted to be included thereon in accordance with applicable SEC rules,

regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor,

including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and

not fixed prices), subject to the aggregate number of authorized shares of the Company’s Common Stock

then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall

to review and comment upon such Registration Statement and any amendment or supplement to such

Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall

give due consideration to all reasonable comments. The Investor shall furnish all information reasonably

requested by the Company for inclusion therein. 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), and

any amendment declared effective by the SEC at the earliest possible date. The Company shall use

reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant

to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the

Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor

may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the

Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered

thereby and no Available Amount remains under the Purchase Agreement (the "Registration Period").

The Registration Statement (including any amendments or supplements thereto and prospectuses

contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact

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

which they were made, not misleading.

Rule 424 Prospectus. The Company shall, as required by applicable securities

regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities

Act, the prospectus and prospectus supplements, if any, to be used in connection with sales of the

Registrable Securities under the Registration Statement. The Investor and its counsel shall have a

reasonable opportunity to review and comment upon such prospectus prior to its filing with the SEC, and

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

best efforts to comment upon such prospectus within one (1) Business Day from the date the Investor

receives the final pre-filing version of such prospectus.

Sufficient Number of Shares Registered. In the event the number of shares

available under the Registration Statement is insufficient to cover all of the Registrable Securities, the

Company shall amend the Registration Statement or file a new Registration Statement (a “New

Registration Statement”), so as to cover all of such Registrable Securities (subject to the limitations set

forth in Section 2(a)) as soon as practicable, but in any event not later than ten (10) Business Days after

the necessity therefor arises, subject to any limits that may be imposed by the SEC pursuant to Rule 415

under the Securities Act. The Company shall use it reasonable best efforts to cause such amendment

and/or New Registration Statement to become effective as soon as practicable following the filing thereof.

In the event that any of the Put Shares or Commitment Shares are not included in the Registration

Statement, or have not been included in any New Registration Statement and the Company files any other

registration statement under the Securities Act (other than on Form X-0, Xxxx X-0, or with respect to other

employee related plans or rights offerings) (“Other Registration Statement”) then the Company shall

include in such Other Registration Statement first all of such Put Shares that have not been previously

registered, second all of such Commitment Shares that not have been previously registered, and third any

other securities the Company wishes to include in such Other Registration Statement. The Company

agrees that it shall not file any such Other Registration Statement unless all of the Put Shares and

Commitment Shares have been included in such Other Registration Statement or otherwise have been

registered for resale as described above.

Offering. If the staff of the SEC (the “Staff”) or the SEC seeks to characterize

any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an

offering of securities that does not permit such Registration Statement to become effective and be used for

resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after

the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is

otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in

such initial Registration Statement, then the Company shall reduce the number of Registrable Securities

to be included in such initial Registration Statement (with the prior consent, which shall not be

unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be

removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement

to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities

pursuant to this paragraph, the Company shall file one or more New Registration Statements in

accordance with Section 2(c) until such time as all Registrable Securities have been included in

Registration Statements that have been declared effective and the prospectus contained therein is

available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to

the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to

the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or

the Staff as addressed in this Section 2(d).

RELATED OBLIGATIONS.

With respect to the Registration Statement and whenever any Registrable Securities are to be

registered pursuant to Section 2 including on any New Registration Statement, the Company shall use its

reasonable best efforts to effect the registration of the Registrable Securities in accordance with the

intended method of disposition thereof and, pursuant thereto, the Company shall have the following

obligations:

The Company shall prepare and file with the SEC such amendments (including

post-effective amendments) and supplements to any registration statement and the prospectus used in

connection with such registration statement, which prospectus is to be filed pursuant to Rule 424

promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New

Registration Statement effective at all times during the Registration Period, and, during such period,

comply with the provisions of the Securities Act with respect to the disposition of all Registrable

Securities of the Company covered by the Registration Statement or any New Registration Statement

until such time as all of such Registrable Securities shall have been disposed of in accordance with the

intended methods of disposition by the seller or sellers thereof as set forth in such registration statement.

The Company shall permit the Investor to review and comment upon the

Registration Statement or any New Registration Statement and all amendments and supplements thereto

at least two (2) Business Days prior to their filing with the SEC, and not file any document in a form to

which Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon the

Registration Statement or any New Registration Statement and any amendments or supplements thereto

within two (2) Business Days from the date the Investor receives the final version thereof. The Company

shall furnish to the Investor, without charge any correspondence from the SEC or the staff of the SEC to

the Company or its representatives relating to the Registration Statement or any New Registration

Statement.

Upon request of the Investor, the Company shall furnish to the Investor, (i)

promptly after the same is prepared and filed with the SEC, at least one copy of such registration

statement and any amendment(s) thereto, including financial statements and schedules, all documents

incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any registration statement,

a copy of the prospectus included in such registration statement and all amendments and supplements

thereto (or such other number of copies as the Investor may reasonably request) and (iii) such other

documents, including copies of any preliminary or final prospectus, as the Investor may reasonably

request from time to time in order to facilitate the disposition of the Registrable Securities owned by the

Investor. For the avoidance of doubt, any filing available to the Investor via the SEC’s live XXXXX

system shall be deemed “furnished to the Investor” hereunder.

The Company shall use reasonable best efforts to (i) register and qualify the

Registrable Securities covered by a registration statement under such other securities or "blue sky" laws

of such jurisdictions in the United States as the Investor reasonably requests, (ii) prepare and file in those

jurisdictions, such amendments (including post-effective amendments) and supplements to such

registrations and qualifications as may be necessary to maintain the effectiveness thereof during the

Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and

qualifications in effect at all times during the Registration Period, and (iv) take all other actions

reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions;

provided, however, that the Company shall not be required in connection therewith or as a condition

thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to

qualify but for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file a

general consent to service of process in any such jurisdiction. The Company shall promptly notify the

Investor who holds Registrable Securities of the receipt by the Company of any notification with respect

to the suspension of the registration or qualification of any of the Registrable Securities for sale under the

securities or "blue sky" laws of any jurisdiction in the United States or its receipt of actual notice of the

initiation or threatening of any proceeding for such purpose.

As promptly as practicable after becoming aware of such event or facts, the

Company shall notify the Investor in writing of the happening of any event or existence of such facts as a

result of which the prospectus included in any registration statement, as then in effect, includes an untrue

statement of a material fact or omits to state a material fact required to be stated therein or necessary to

make the statements therein, in light of the circumstances under which they were made, not misleading,

and promptly prepare a supplement or amendment to such registration statement to correct such untrue

statement or omission, and deliver a copy of such supplement or amendment to the Investor (or such other

number of copies as the Investor may reasonably request). The Company shall also promptly notify the

Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has

been filed, and when a registration statement or any post-effective amendment has become effective

(notification of such effectiveness shall be delivered to the Investor by email or facsimile on the same day

of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or

supplements to any registration statement or related prospectus or related information, and (iii) of the

Company's reasonable determination that a post-effective amendment to a registration statement would be

appropriate.

The Company shall use its reasonable best efforts to prevent the issuance of any

stop order or other suspension of effectiveness of any registration statement, or the suspension of the

qualification of any Registrable Securities for sale in any jurisdiction and, if such an order or suspension

is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to

notify the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of

the initiation or threat of any proceeding for such purpose.

The Company shall (i) cause all the Registrable Securities to be listed on each

securities exchange on which securities of the same class or series issued by the Company are then listed,

if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange, or

(ii) secure designation and quotation of all the Registrable Securities on the principal exchange or

recognized quotation system for the Company’s common stock. The Company shall pay all fees and

expenses in connection with satisfying its obligation under this Section.

The Company shall cooperate with the Investor to facilitate the timely

preparation and delivery of the Registrable Securities (not bearing any restrictive legend) either by

DWAC, DRS, or in certificated form if DWAC or DRS is unavailable, to be offered pursuant to any

registration statement and enable such Registrable Securities to be in such denominations or amounts as

the Investor may reasonably request and registered in such names as the Investor may request.

The Company shall at all times provide a transfer agent and registrar with respect

to its Common Stock.

If reasonably requested by the Investor, the Company shall (i) immediately

incorporate in a prospectus supplement or post-effective amendment such information as the Investor

believes should be included therein relating to the sale and distribution of Registrable Securities,

including, without limitation, information with respect to the number of Registrable Securities being sold,

the purchase price being paid therefor and any other terms of the offering of the Registrable Securities;

(ii) make all required filings of such prospectus supplement or post-effective amendment as soon as

practicable upon notification of the matters to be incorporated in such prospectus supplement or post-

effective amendment; and (iii) supplement or make amendments to any registration statement.

The Company shall use its reasonable best efforts to cause the Registrable

Securities covered by any registration statement to be registered with or approved by such other

governmental agencies or authorities as may be necessary to consummate the disposition of such

Registrable Securities.

Within one (1) Business Day after any registration statement which includes the

Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal

counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to

the Investor) confirmation that such registration statement has been declared effective by the SEC in the

form attached hereto as Exhibit A. Thereafter, if requested by the Buyer at any time, the Company shall

require its counsel to deliver to the Buyer a written confirmation whether or not the effectiveness of such

registration statement has lapsed at any time for any reason (including, without limitation, the issuance of

a stop order) and whether or not the registration statement is current and available to the Buyer for sale of

all of the Registrable Securities.

The Company shall take all other reasonable actions necessary to expedite and

facilitate disposition by the Investor of Registrable Securities pursuant to any registration statement.

OBLIGATIONS OF THE INVESTOR.

The Company shall notify the Investor in writing of the information the

Company reasonably requires from the Investor in connection with any registration statement hereunder.

The Investor shall furnish to the Company such information regarding itself, the Registrable Securities

held by it and the intended method of disposition of the Registrable Securities held by it as shall be

reasonably required to effect the registration of such Registrable Securities and shall execute such

documents in connection with such registration as the Company may reasonably request.

The Investor agrees to cooperate with the Company as reasonably requested by

the Company in connection with the preparation and filing of any registration statement hereunder.

The Investor agrees that, upon receipt of any notice from the Company of the

happening of any event or existence of facts of the kind described in Section 3(f) or the first sentence of

3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any

registration statement(s) covering such Registrable Securities until the Investor's receipt of the copies of

the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e).

Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver

shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase

Agreement in connection with any sale of Registrable Securities with respect to which an Investor has

entered into a contract for sale prior to the Investor's receipt of a notice from the Company of the

happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for

which the Investor has not yet settled.

EXPENSES OF REGISTRATION.

All reasonable expenses, other than sales or brokerage commissions, incurred in

connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without

limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and

disbursements of counsel for the Company, shall be paid by the Company.

INDEMNIFICATION.

To the fullest extent permitted by law, the Company will, and hereby does,

indemnify, hold harmless and defend the Investor, each Person, if any, who controls the Investor, the

members, the directors, officers, partners, employees, agents, representatives of the Investor and each

Person, if any, who controls the Investor within the meaning of the Securities Act or the Securities

Exchange Act of 1934, as amended (the "Exchange Act") (each, an "Indemnified Person"), against any

losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts

paid in settlement or expenses, joint or several, (collectively, "Claims") incurred in investigating,

preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the

foregoing by or before any court or governmental, administrative or other regulatory agency, body or the

SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto

("Indemnified Damages"), to which any of them may become subject insofar as such Claims (or actions

or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i)

any untrue statement or alleged untrue statement of a material fact in the Registration Statement, any New

Registration Statement or any post-effective amendment thereto or in any filing made in connection with

the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which

Registrable Securities are offered ("Blue Sky Filing"), or the omission or alleged omission to state a

material fact required to be stated therein or necessary to make the statements therein not misleading, (ii)

any untrue statement or alleged untrue statement of a material fact 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 light of the circumstances under which the statements therein were made, not

misleading, (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange

Act, any other law, including, without limitation, any state securities law, or any rule or regulation

thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement

or any New Registration Statement or (iv) any material violation by the Company of this Agreement (the

matters in the foregoing clauses (i) through (iv) being, collectively, "Violations"). The Company shall

reimburse each Indemnified Person 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. Notwithstanding anything to the contrary contained herein, the

indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified

Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with

information about the Investor furnished in writing to the Company by such Indemnified Person expressly

for use in connection with the preparation of the Registration Statement, any New Registration Statement

or any such amendment thereof or supplement thereto, if such prospectus was timely made available by

the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any superseded prospectus,

shall not inure to the benefit of any such person from whom the person asserting any such Claim

purchased the Registrable Securities that are the subject thereof (or to the benefit of any person

controlling such person) if the untrue statement or omission of material fact contained in the superseded

prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised

prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e), and the

Indemnified Person was promptly advised in writing not to use the incorrect prospectus prior to the use

giving rise to a violation and such Indemnified Person, notwithstanding such advice, used it; (iii) shall not

be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be

delivered the prospectus made available by the Company, if such prospectus was timely made available

by the Company pursuant to Section 3(c) or Section 3(e); and (iv) shall not apply to amounts paid in

settlement of any Claim if such settlement is effected without the prior written consent of the Company,

which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect

regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the

transfer of the Registrable Securities by the Investor pursuant to Section 9.

Promptly after receipt by an Indemnified Person or Indemnified Party under this

Section 6 of notice of the commencement of any action or proceeding (including any governmental action

or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in

respect thereof is to be made against any indemnifying party under this Section 6, deliver to the

indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have

the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other

indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually

satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case

may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain

its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable

opinion of counsel retained by the indemnifying party, the representation by such counsel of the

Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual

or potential differing interests between such Indemnified Person or Indemnified Party and any other party

represented by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall

cooperate fully with the indemnifying party in connection with any negotiation or defense of any such

action or claim by the indemnifying party and shall furnish to the indemnifying party all information

reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim.

The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times

as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party

shall be liable for any settlement of any action, claim or proceeding effected without its written consent,

provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its

consent. No indemnifying party shall, without the consent of the Indemnified Party or Indemnified

Person, consent to entry of any judgment or enter into any settlement or other compromise which does not

include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party

or Indemnified Person of a release from all liability in respect to such claim or litigation. Following

indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the

Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to

the matter for which indemnification has been made. The failure to deliver written notice to the

indemnifying party within a reasonable time of the commencement of any such action shall not relieve

such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this

Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such

action.

The indemnification required by this Section 6 shall be made by periodic

payments of the amount thereof during the course of the investigation or defense, as and when bills are

received or Indemnified Damages are incurred.

The indemnity agreements contained herein shall be in addition to (i) any cause

of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party

or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

CONTRIBUTION.

To the extent any indemnification by an indemnifying party is prohibited or limited by

law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for

which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided,

however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the

meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of

Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any

seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such

seller from the sale of such Registrable Securities.

REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.

With a view to making available to the Investor the benefits of Rule 144 promulgated

under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the

Investor to sell securities of the Company to the public without registration ("Rule 144"), the Company

agrees, at the Company’s sole expense, to:

make and keep public information available, as those terms are understood and

defined in Rule 144;

file with the SEC in a timely manner all reports and other documents required of

the Company under the Securities Act and the Exchange Act so long as the Company remains subject to

such requirements and the filing of such reports and other documents is required for the applicable

provisions of Rule 144;

furnish to the Investor so long as the Investor owns Registrable Securities,

promptly upon request, (i) a written statement by the Company that it has complied with the reporting and

or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most

recent annual or quarterly report of the Company and such other reports and documents so filed by the

Company, and (iii) such other information as may be reasonably requested to permit the Investor to sell

such securities pursuant to Rule 144 without registration; and

take such additional action as is requested by the Investor to enable the Investor

to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such

legal opinions, consents, certificates, resolutions and instructions to the Company’s Transfer Agent as

may be requested from time to time by the Investor and otherwise fully cooperate with Investor and

Investor’s broker to effect such sale of securities pursuant to Rule 144.

The Company agrees that damages may be an inadequate remedy for any breach of the

terms and provisions of this Section 8 and that Investor shall, whether or not it is pursuing any remedies

at law, be entitled to equitable relief in the form of a preliminary or permanent injunctions, without

having to post any bond or other security, upon any breach or threatened breach of any such terms or

provisions.

ASSIGNMENT OF REGISTRATION RIGHTS.

The Company shall not assign this Agreement or any rights or obligations hereunder

without the prior written consent of the Investor. The Investor may not assign its rights under this

Agreement (except with respect to the Commitment Shares) without the written consent of the Company.

10.

AMENDMENT OF REGISTRATION RIGHTS.

No provision of this Agreement may be amended or waived by the parties from and after

the date that is one Business Day immediately preceding the initial filing of the Registration Statement

with the SEC. Subject to the immediately preceding sentence, no provision of this Agreement may be (i)

amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a

written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any

party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising

such right or remedy, shall not operate as a waiver thereof.

11.

MISCELLANEOUS.

A Person is deemed to be a holder of Registrable Securities whenever such

Person owns or is deemed to own of record such Registrable Securities. If the Company receives

conflicting instructions, notices or elections from two or more Persons with respect to the same

Registrable Securities, the Company shall act upon the basis of instructions, notice or election received

from the registered owner of such Registrable Securities.

Any notices, consents, waivers or other communications required or permitted to

be given under the terms of this Agreement must be in writing and will be deemed to have been delivered:

(i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or email (provided

confirmation of transmission is mechanically or electronically generated and kept on file by the sending

party); or (iii) one (1) Business Day after deposit with a nationally recognized overnight delivery service,

in each case properly addressed to the party to receive the same. The addresses for such communications

shall be:

If to the Company:

Parallax Health Sciences, Inc.

0000 Xxxxx Xxxxxx, Xxxxx X

Xxxxx Xxxxxx, XX 00000

Email: xxxx@xxxxxxxxxxxxxxxxxxxxxx.xxx

Attention: Xxxx Xxxxx

If to the Investor:

Peak One Opportunity Fund, L.P.

000 Xxxxx Xxxxxxxx Xxxxx

Xxxxx Xxxxx, XX 00000

E-mail: XXxxxxxxxx@XxxxXxxXxxxxxxxxxx.xxx

Attention: Xxxxx Xxxxxxxxx

or at such other address and/or facsimile number and/or to the attention of such other person as the

recipient party has specified by written notice given to each other party three (3) Business Days prior to

the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such

notice, consent, waiver or other communication, (B) mechanically or electronically generated by the

sender's facsimile machine or email account containing the time, date, recipient facsimile number or

email address, as applicable, and an image of the first page of such transmission or (C) provided by a

nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt

by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause

(i), (ii) or (iii) above, respectively.

The corporate laws of the State of Nevada shall govern all issues concerning this

Agreement. All other questions concerning the construction, validity, enforcement and interpretation of

this Agreement shall be governed by the internal laws of the State of Nevada, without giving effect to any

choice of law or conflict of law provision or rule (whether of the State of Nevada or any other

jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of

Nevada. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal

courts sitting the State of Florida, County of Miami-Dade, for the adjudication of any dispute hereunder

or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby

irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not

personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in

an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby

irrevocably waives personal service of process and consents to process being served in any such suit,

action or proceeding by mailing a copy thereof to such party at the address for such 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

manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any

jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the

remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this

Agreement in any other jurisdiction.

This Agreement and the Purchase Agreement constitute the entire agreement

among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions,

promises, warranties or undertakings, other than those set forth or referred to herein and therein. This

Agreement and the Purchase Agreement supersede all prior agreements and understandings among the

parties hereto with respect to the subject matter hereof and thereof.

Subject to the requirements of Section 9, this Agreement shall inure to the benefit

of and be binding upon the successors and permitted assigns of each of the parties hereto.

The headings in this Agreement are for convenience of reference only and shall

not limit or otherwise affect the meaning hereof.

This Agreement may be executed in identical counterparts, each of which shall

be deemed an original but all of which shall constitute one and the same agreement. This Agreement,

once executed by a party, may be delivered to the other party hereto by facsimile transmission or by e-

mail in a “.pdf” format data file of a copy of this Agreement bearing the signature of the party so

delivering this Agreement.

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.

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.

This Agreement is intended for the benefit of the parties hereto and their

respective successors and permitted assigns, and is not for the benefit of, nor may any provision hereof be

enforced by, any other Person.

* * * * * *

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

day and year first above written.

THE COMPANY:

PARALLAX HEALTH SCIENCES, INC.

By:______________________

Name: Xxxx Xxxxx

Title: Chief Executive Officer

INVESTOR:

PEAK ONE OPPORTUNITY FUND, L.P.

By: Peak One Investments, LLC,

General Partner

By: ___________________________________

Name: Xxxxx Xxxxxxxxx

Title: Managing Member

[Signature Page to registration rights agreement]

EXHIBIT A

TO REGISTRATION RIGHTS AGREEMENT

FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT

______, 2018

Action Stock Transfer Corporation

0000 X. Xxxx Xxxxx Xxxx., Xxxxx 000

Xxxx Xxxx Xxxx, XX 00000

Re: Effectiveness of Registration Statement

Ladies and Gentlemen:

We are counsel to PARALLAX HEALTH SCIENCES, INC., a Nevada corporation (the “Company”),

and have represented the Company in connection with that certain Purchase Agreement, dated as of November 14,

2018 (the “Purchase Agreement”), entered into by and between the Company and Peak One Opportunity Fund, L.P.

(the “Buyer”) pursuant to which the Company has agreed to issue to the Buyer shares of the Company's Common

Stock, $0.001 par value (the “Common Stock”), in an amount up to Ten Million Dollars ($10,000,000.00) (the “Put

Shares”), in accordance with the terms of the Purchase Agreement. In connection with the transactions

contemplated by the Purchase Agreement, the Company has registered with the U.S. Securities & Exchange

Commission the following shares of Common Stock:

(1) __________ Put Shares to be issued to the Buyer upon purchase from the Company by the Buyer from

time to time in accordance with the Purchase Agreement; and

(2) __________Commitment Shares issued to the Buyer and Investments pursuant to the Purchase

Agreement.

Pursuant to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement,

of even date with the Purchase Agreement with the Buyer (the “Registration Rights Agreement”) pursuant to which

the Company agreed, among other things, to register the Put Shares and Commitment Shares under the Securities

Act of 1933, as amended (the “Securities Act”). In connection with the Company's obligations under the Purchase

Agreement and the Registration Rights Agreement, on [_____], 2018, the Company filed a Registration Statement

(File No. 333-[_________]) (the “Registration Statement”) with the Securities and Exchange Commission (the

“SEC”) relating to the resale of the Put Shares and/or the Commitment Shares.

In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by

telephone that the SEC has entered an order declaring the Registration Statement effective under the Securities Act

at [_____] [A.M./P.M.] on [__________], 2018 and we have no knowledge, after telephonic inquiry of a member of

the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that

purpose are pending before, or threatened by, the SEC and the Put Shares and Commitment Shares are available for

resale under the Securities Act pursuant to the Registration Statement and may be issued without any restrictive

legend.

Very truly yours,

[Company Counsel]

By:____________________

cc:

Peak One Opportunity Fund, L.P.

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REGISTRATION RIGHTS AGREEMENT

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