Cavalry Fund I LP
00 Xxxxxxxxxxxx Xxxx
Woodcliff Lake, NJ 07677
December 31, 2018
VIA EMAIL: xxxx@xxxxxxxxxxxx.xxx
Parallax Health Sciences, Inc.
0000 Xxxxx Xxxxxx, Xxxxx X
Santa Monica CA 90401
Attention: Xxxx X. Xxxxx
Re:Amendment to Promissory Note
Dear Mr. Xxxxx:
This letter agreement (this “Agreement”) by and between Parallax Health Science, Inc. (the “Company”) and Cavalry Fund I LP (“Cavalry”) acknowledges that effective November 14, 2018, the parties hereto agree to amend the terms of that certain convertible promissory note (the “Note”) issued by the Company to Cavalry on June 14, 2018 (the “Issuance Date”) in the initial principal amount of $250,000.00 (the “Principal”). Pursuant to the terms of the Note and the agreements thereto, the Note is currently in default. The parties hereto agree to extend the Maturity Date of the Note to February 28, 2019 (the “Amended Maturity Date”) in exchange for the Company agreeing to increase the principal amount of the Note to $322,411.86 (the “Amended Principal”). Interest from the Issuance Date until the date of this Agreement shall be calculated based on the Principal and interest from the date of this Agreement until the amended Maturity Date shall be calculated based on the Amended Principal.
The parties hereto agree that the issuance of a Debenture (the “Amended Debenture”), issued pursuant to the terms of this Agreement, shall constitute an exchange of securities pursuant to pursuant to Section 3(a)(9) of the Securities Act of 1933 and $250,000.00 of the Amended Principal and interest accrued monthly shall tack back to the Issuance Date for purposes of Rule 144 thereunder.
In all other respects the parties hereto ratify and affirm the terms of the Amended Debenture. Any number of counterparts of this Agreement may be signed and delivered, each of which shall be considered an original and all of which, together, shall constitute one and the same instrument. Any terms not defined in this Agreement shall have the same meaning as in the Amended Debenture.
Please execute below signifying your consent to this Agreement.
BN 35286576v1
Sincerely yours,
Cavalry Fund I LP
By: Cavalry Fund I Management LLC Its: General Partner
By:/s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Manager
We hereby agree to the foregoing:
PARALLAX HEALTH SCIENCES, INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Chief Executive Officer
M:\10401\Private Placements\Parallax\Parallax Letter Agreement to amend note. - 11-27-18.docx/csb
BN 35286576v1
DiamondRock, LLC
000 X. Xxxxxx Xxxxx
Los Angeles, CA 90046
December 31, 2018
VIA EMAIL: xxxx@xxxxxxxxxxxx.xxx
Parallax Health Sciences, Inc.
0000 Xxxxx Xxxxxx, Xxxxx X
Santa Monica CA 90401
Attention: Xxxx X. Xxxxx
Re:Amendment to Promissory Note
Dear Mr. Xxxxx:
This letter agreement (this “Agreement”) by and between Parallax Health Science, Inc. (the “Company”) and DiamondRock, LLC (“DiamondRock”) acknowledges that effective November 14, 2018, the parties hereto agree to amend the terms of those certain convertible promissory notes (the “Notes”) issued by the Company to DiamondRock on May 1, 2018, May 29, 2018 and June 14, 2018 (the “Issuance Date”) in the aggregate initial principal amount of $116,667.00 (the “Principal”). Pursuant to the terms of the Note and the agreements thereto, the Note is currently in default. The parties hereto agree to extend the Maturity Date of the Note to February 28, 2019 (the “Amended Maturity Date”) in exchange for the Company agreeing to increase the principal amount of the Note to $150,194.92 (the “Amended Principal”). Interest from the Issuance Date until the date of this Agreement shall be calculated based on the Principal and interest from the date of this Agreement until the amended Maturity Date shall be calculated based on the Amended Principal.
The parties hereto agree that the issuance of a Debenture (the “Amended Debenture”), issued pursuant to the terms of this Agreement, shall constitute an exchange of securities pursuant to pursuant to Section 3(a)(9) of the Securities Act of 1933 and $116,667.00 of the Amended Principal and interest accrued monthly shall tack back to the Issuance Date for purposes of Rule 144 thereunder.
In all other respects the parties hereto ratify and affirm the terms of the Amended Debenture. Any number of counterparts of this Agreement may be signed and delivered, each of which shall be considered an original and all of which, together, shall constitute one and the same instrument. Any terms not defined in this Agreement shall have the same meaning as in the Amended Debenture.
Please execute below signifying your consent to this Agreement.
BN 35286553v1
Sincerely yours,
DiamondRock, LLC
By: Xxxx Xxxx
Its: Chief Executive Officer
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Chief Executive Officer
We hereby agree to the foregoing:
PARALLAX HEALTH SCIENCES, INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Chief Executive Officer
BN 35286553v1
The Xxxxxxx, LLC
00 Xxxx Xxxx, Xxxxx 000
Fairfield, NJ 07004
December 31, 2018
VIA EMAIL: xxxx@xxxxxxxxxxxx.xxx
Parallax Health Sciences, Inc.
0000 Xxxxx Xxxxxx, Xxxxx X
Santa Monica CA 90401
Attention: Xxxx X. Xxxxx
Re:Amendment to Promissory Note
Dear Mr. Xxxxx:
This letter agreement (this “Agreement”) by and between Parallax Health Science, Inc. (the “Company”) and The Xxxxxxx, LLC (“TCL”) acknowledges that effective November 14, 2018, the parties hereto agree to amend the terms of those certain convertible promissory notes (the “Notes”) issued by the Company to TCL on April 24, 2018 and June 14, 2018 (the “Issuance Date”) in the aggregate initial principal amount of $58,333.00 (the “Principal”). Pursuant to the terms of the Note and the agreements thereto, the Note is currently in default. The parties hereto agree to extend the Maturity Date of the Note by 120 days (the “Amended Maturity Date”) in exchange for the Company agreeing to increase the principal amount of the Note to $73,879.62 (the “Amended Principal”). Interest from the Issuance Date until the date of this Agreement shall be calculated based on the Principal and interest from the date of this Agreement until the amended Maturity Date shall be calculated based on the Amended Principal.
The parties hereto agree that the issuance of a Debenture (the “Amended Debenture”), issued pursuant to the terms of this Agreement, shall constitute an exchange of securities pursuant to pursuant to Section 3(a)(9) of the Securities Act of 1933 and $58,333.00 of the Amended Principal and interest accrued monthly shall tack back to the Issuance Date for purposes of Rule 144 thereunder.
In all other respects the parties hereto ratify and affirm the terms of the Amended Debenture. Any number of counterparts of this Agreement may be signed and delivered, each of which shall be considered an original and all of which, together, shall constitute one and the same instrument. Any terms not defined in this Agreement shall have the same meaning as in the Amended Debenture.
Please execute below signifying your consent to this Agreement.
BN 35285935v1
Sincerely yours,
The Xxxxxxx, LLC
By: Xxxxxxx Xxxxxxxxx
Its: Chief Executive Officer
By: /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Chief Executive Officer
We hereby agree to the foregoing:
PARALLAX HEALTH SCIENCES, INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Chief Executive Officer
BN 35285935v1
Digital Power Lending, LLC
000 Xxxxxxxx Xxx, Xxxxx X
Newport Beach, CA 92663
December 31, 2018
VIA EMAIL: xxxx@xxxxxxxxxxxx.xxx
Parallax Health Sciences, Inc.
0000 Xxxxx Xxxxxx, Xxxxx X
Santa Monica CA 90401
Attention: Xxxx X. Xxxxx
Re:Amendment to Promissory Note
Dear Mr. Xxxxx:
This letter agreement (this “Agreement”) by and between Parallax Health Science, Inc. (the “Company”) and Digital Power Lending, LLC (“DPL”) acknowledges that effective November 14, 2018, the parties hereto agree to amend the terms of those certain convertible promissory notes (the “Notes”) issued by the Company to DPL on April 24, 2018 and June 14, 2018 (the “Issuance Date”) in the aggregate initial principal amount of $175,000.00 (the “Principal”). Pursuant to the terms of the Note and the agreements thereto, the Note is currently in default. The parties hereto agree to extend the Maturity Date of the Note to February 28, 2019 (the “Amended Maturity Date”) in exchange for the Company agreeing to increase the principal amount of the Note to $221,640.96 (the “Amended Principal”). Interest from the Issuance Date until the date of this Agreement shall be calculated based on the Principal and interest from the date of this Agreement until the amended Maturity Date shall be calculated based on the Amended Principal.
The parties hereto agree that the issuance of a Debenture (the “Amended Debenture”), issued pursuant to the terms of this Agreement, shall constitute an exchange of securities pursuant to pursuant to Section 3(a)(9) of the Securities Act of 1933 and $175,000.00 of the Amended Principal and interest accrued monthly shall tack back to the Issuance Date for purposes of Rule 144 thereunder.
In all other respects the parties hereto ratify and affirm the terms of the Amended Debenture. Any number of counterparts of this Agreement may be signed and delivered, each of which shall be considered an original and all of which, together, shall constitute one and the same instrument. Any terms not defined in this Agreement shall have the same meaning as in the Amended Debenture.
Please execute below signifying your consent to this Agreement.
BN 35286568v1
Sincerely yours,
Digital Power Lending, LLC
By: Xxxxxxx Xxxxxxx
Its: President
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: President
We hereby agree to the foregoing:
PARALLAX HEALTH SCIENCES, INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Chief Executive Officer
BN 35286568v1
