EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT (the “Agreement”) is made as of the 31st day of
December and effective November 14, 2018, by and between, Parallax Health Sciences, Inc., a
Nevada corporation, (the “Company”) and Cavalry Fund I LP, a Delaware limited partnership
(the “Investor”).
WHEREAS, the Investor has previously acquired various securities from the Company in
the form of convertible notes with various dates of issuance as set forth on Schedule I (the
“Notes”).
WHEREAS, the Company has authorized a new series of convertible debenture due
February 28, 2019 in the form of Exhibit A hereto, which will be convertible into shares of the
Company’s Common Stock, par value $0.001.
WHEREAS, subject to the satisfaction of the conditions set forth herein, the Company
and the Investor desire to enter into a transaction wherein the Company shall issue the Investor
the debenture in the amount of $322,411.86 (the “Debenture”) in exchange for each of the Notes
as set forth on Schedule I (the “Exchange”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1.
Exchange. The closing of the Exchange (the “Closing”) will occur on or before
December 31, 2018 (or such later date as the parties hereto may agree) following the satisfaction
or waiver of the conditions set forth herein (such date, the “Closing Date”). On the Closing Date,
subject to the terms and conditions of this Agreement, the Investor shall, and the Company shall,
pursuant to Section 3(a)(9) of the Securities Act of 1933 (the “Securities Act”), exchange the
Notes for the Debenture. At the Closing, the following transactions shall occur (such transactions
in this Section 1, the “Exchange”):
1.1. On the Closing Date, the Company shall issue the Debenture to the
Investor. Promptly after the Closing Date, the Company shall deliver an executed original
Debenture to the Investor. On the Closing Date, the Investor shall be deemed for all corporate
purposes to have become the holder of record of the Debenture and shall have the right to
convert the Debenture, irrespective of the date the Company delivers the Debenture to the
Investor.
1.2. Upon receipt of the Debenture in accordance with Section 1.1, all of the
Investor’s rights under the Notes shall be extinguished (including, without limitation, the rights
to receive, as applicable, any premium, make-whole amount, accrued and unpaid interest or
dividends thereon or any other shares of Common Stock with respect thereto (whether upon in
connection with a fundamental transaction, event of default or otherwise)).
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1.3. The Company and the Investor shall execute and/or deliver such other
documents and agreements as are customary and reasonably necessary to effectuate the
Exchange.
1.4. If the Closing has not occurred on or prior to December 31, 2018, the
Investor shall have the right, by delivery of written notice to the Company to terminate this
Agreement (such date, the “Termination Date”). From the date hereof until the earlier of (x) the
Closing Date (as defined below) and (y) the Termination Date, the Investor shall forbear from
taking any actions with respect to the Notes not explicitly set forth herein, including, without
limitation, conversions, exercises, redemptions, exchanges or delivery of written notice to the
Company to require the conversion, exercise, redemption or exchange of any of the Notes.
1.5. It shall be a condition to the obligation of the Investor on the one hand and
the Company on the other hand, to consummate the Exchange contemplated hereunder that the
other party’s representations and warranties contained herein are true and correct on the Closing
Date with the same effect as though made on such date, unless waived in writing by the party to
whom such representations and warranties are made.
1.6. At or before the Closing, the Investor shall deliver or cause to be delivered
to Xxxxxxxxx Law Firm, as counsel to the Company, (i) the executed Agreement and (ii) other
items required to effectuate the Exchange.
2.
Representations and Warranties of the Company. The Company hereby
represents and warrants to the Investor that:
2.1. Concerning the Debenture. Except as listed on Schedule 2.1, there are
no preemptive rights of any person or entity, rights of first refusal, participation rights, or other
rights to acquire the Debenture.
2.2. Organization, Good Standing and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws of the State of
Nevada. The Company is duly qualified to transact business and is in good standing in each
jurisdiction in which the failure to so qualify would have a Material Adverse Effect (as defined
below) on its business or properties. As used in this Agreement, “Material Adverse Effect”
means any material adverse effect on the business, properties, assets, liabilities, operations,
results of operations, condition (financial or otherwise) or prospects of the Company and its
Subsidiaries, if any, individually or taken as a whole, or on the transactions contemplated hereby
or on the Exchange (as defined below) or by the agreements and instruments to be entered into
(or entered into) in connection herewith or therewith, or on the authority or ability of the
Company to perform its obligations under this Agreement or the Exchange.
2.3. Authorization. All corporate action on the part of the Company, its
officers, directors and stockholders necessary for the authorization, execution and delivery of this
Agreement and the performance of all obligations of the Company hereunder and thereunder,
and the authorization of the Exchange, the issuance (and reservation for issuance) of the
Debenture have been taken on or prior to the date hereof.
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2.4. Valid Issuance of the Debenture. The Debenture when issued and
delivered in accordance with the terms of this Agreement, for the consideration expressed herein,
and the Common Stock when issued in accordance with the terms of the Debenture, for the
consideration expressed therein, will be duly and validly issued, fully paid and non-assessable.
Upon conversion of the Debenture, the Common Stock shall be freely tradable and may be sold
under Rule 144 subject to the Company having filed all applicable Form 10-Qs and the required
Form 10-K. The Company agrees to take all actions, including, without limitation, the issuance
by its legal counsel of any necessary legal opinions, necessary to issue unrestricted Common
Stock pursuant to Section 3(a)(9) of the Securities Act and Rule 144 thereunder in connection
with which Common Stock issued upon conversion of the Debenture issued in exchange for the
Debenture, the Common Stock will be freely tradable without restriction and not containing any
restrictive legend without the need for any action by the Investor other than as required by Rule
144(i) and execution of the applicable representation letters. Within 60 days of the Closing, the
Company shall have reserved from its duly authorized capital stock not less than 700% of the
maximum number of shares of Common Stock issuable upon conversion of the Debenture.
2.5. Compliance With Laws. The Company has not violated any law or any
governmental regulation or requirement which violation has had or would reasonably be
expected to have a Material Adverse Effect, and the Company has not received written notice of
any such violation.
2.6. Consents; Waivers. No consent, waiver, approval or authority of any
nature, or other formal action, by any Person, not already obtained, is required in connection
with the execution and delivery of this Agreement by the Company or the consummation by the
Company of the transactions provided for herein and therein.
2.7. Acknowledgment Regarding Investor’s Purchase of Debenture. The
Company acknowledges and agrees that the Investor is acting solely in the capacity of arm’s
length purchaser with respect to this Agreement and Exchange and the transactions contemplated
hereby and thereby and that the Investor is not (i) an officer or director of the Company, (ii) an
“affiliate” of the Company (as defined in Rule 144 promulgated under the Securities Act), or (iii)
to the knowledge of the Company, a “beneficial owner” of 10% or more of the shares of
Common Stock (as defined for purposes of Rule 13d-3 under the Securities Exchange Act of
1934(the “Exchange Act”). The Company further acknowledges that the Investor is not acting as
a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the
Exchange and the transactions contemplated hereby and thereby, and any advice given by the
Investor or any of its representatives or agents in connection with the Exchange and the
transactions contemplated hereby and thereby is merely incidental to the Investor’s acceptance of
the Debenture. The Company further represents to the Investor that the Company’s decision to
enter into the Exchange has been based solely on the independent evaluation by the Company
and its representatives.
2.8. Absence of Litigation. To the knowledge of the Company, there is no
action, suit, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the knowledge of the
Company, threatened against or affecting the Company, the Common Stock, the Notes, the
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Debenture or any of the Company’s officers or directors in their capacities as such, other than
what is disclosed in the Company’s public filings.
2.9. Validity; Enforcement; No Conflicts. This Agreement has been duly and
validly authorized, executed and delivered on behalf of the Company and shall constitute the
legal, valid and binding obligations of the Company enforceable against the Company in
accordance with their respective terms, except as such enforceability may be limited by general
principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws relating to, or affecting generally, the enforcement of
applicable creditors’ rights and remedies. The execution, delivery and performance by the
Company of this Agreement and the consummation by the Company of the transactions
contemplated hereby and thereby will not (i) result in a violation of the organizational documents
of the Company or (ii) conflict with, or constitute a default (or an event which with notice or
lapse of time or both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the
Company is a party or by which it is bound, or (iii) result in a violation of any law, rule,
regulation, order, judgment or decree (including federal and state securities or “blue sky” laws)
applicable to the Company, except in the case of clause (ii) above, for such conflicts, defaults or
rights which would not, individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect.
2.10. Authorized Capital. Schedule 2.10 sets forth all capital stock and
derivative securities of the Company that are authorized for issuance and that are issued and
outstanding. All issued and outstanding shares of Common Stock have been duly authorized and
validly issued and are fully paid and nonassessable. The Company has sufficient authorized and
unissued shares of Common Stock as may be necessary to effect the issuance of the shares
issuable upon conversion of the Debenture (the “Shares”), assuming the prior issuance and
exercise, exchange or conversion, as the case may be, of all derivative securities authorized, as
indicated in Schedule 2.10, (subject to a 60 day grace from Closing).
2.11. Disclosure. The Company confirms that neither it nor any other person
acting on its behalf has provided the Investor or its agents or counsel with any information that
constitutes or could reasonably be expected to constitute material, nonpublic information. The
Company understands and confirms that the Investor will rely on the foregoing representations in
effecting transactions in securities of the Company.
2.12. Except as listed on Schedule 2.12 hereto, the Company does not have any
indebtedness other than Permitted Liens. “Permitted Liens” shall have the same meaning as in
the Debenture.
3.
Representations and Warranties of the Investor. The Investor hereby represents,
warrants and covenants that:
3.1. Authorization. The Investor has full power and authority to enter into this
Agreement, to perform its obligations hereunder and to consummate the transactions
contemplated hereby and has taken all action necessary to authorize the execution and delivery
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of this Agreement, the performance of its obligations hereunder and the consummation of the
transactions contemplated hereby.
3.2. Accredited Investor Status; Investment Experience. The Investor is an
“accredited investor” as that term is defined in Rule 501(a) of Regulation D. The Investor can
bear the economic risk of its investment in the Debenture, and has such knowledge and
experience in financial and business matters that it is capable of evaluating the merits and risks
of an investment in the Debenture.
3.3. No Governmental Review. The Investor understands that no United States
federal or state agency or any other government or governmental agency has passed on or made
any recommendation or endorsement of the Debenture or the fairness or suitability of the
investment in the Debenture nor have such authorities passed upon or endorsed the merits of the
offering of the Debenture
3.4. Validity; Enforcement; No Conflicts. This Agreement has been duly and
validly authorized, executed and delivered on behalf of the Investor and shall constitute the legal,
valid and binding obligations of the Investor enforceable against the Investor in accordance with
their respective terms, except as such enforceability may be limited by general principles of
equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other
similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights
and remedies.
3.5. Ownership of Securities. The Investor owns and holds, beneficially and of
record, the entire right, title, and interest in and to the Notes free and clear of all rights and liens
(other than pledges or security interests (x) arising by operation of applicable securities laws and
(y) that the Investor may have created in favor of a prime broker under and in accordance with its
prime brokerage agreement with such broker). The Investor has full power and authority to
transfer and dispose of the Notes to the Company free and clear of any right or lien. Other than
the transactions contemplated by this Agreement, there is no outstanding, plan, pending proposal,
or other right of any Person to acquire all or any part of the Notes or any shares of Common
Stock issuable upon conversion of the Debenture.
4.
Additional Covenants
4.1. Disclosure. The Company shall, on or before 8:30 a.m., New York New
York time, within four business days after the date of this Agreement, file with the Securities and
Exchange Commission a Current Report on Form 8-K disclosing all material terms of the
transactions contemplated hereby and attaching the form of this Agreement and the Debenture as
exhibits thereto (collectively with all exhibits attached thereto, the “8-K Filing”). From and after
the issuance of the 8-K Filing the Investor shall not be in possession of any material, nonpublic
information received from the Company or any of its Subsidiaries or any of their respective
officers, directors, employees, affiliates or agents, that is not disclosed in the 8-K Filing. The
Company shall not, and shall cause its officers, directors, employees, affiliates and agents, not to,
provide the Investor with any material, nonpublic information regarding the Company from and
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after the filing of the 8-K Filing without the express written consent of the Investor. To the
extent that the Company delivers any material, non-public information to the Investor without
the Investor’s express prior written consent, the Company hereby covenants and agrees that the
Investor shall not have any duty of confidentiality to the Company, any of its subsidiaries or any
of their respective officers, directors, employees, affiliates or agent with respect to, or a duty to
the Company, any of its subsidiaries or any of their respective officers, directors, employees,
affiliates or agent or not to trade on the basis of, such material, non-public information. The
Company shall not disclose the name of the Investor in any filing, announcement, release or
otherwise, unless such disclosure is required by law or regulation. In addition, effective upon the
filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or
similar obligations under any agreement, whether written or oral, between the Company, any of
its subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on
the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate and be of
no further force or effect. The Company understands and confirms that the Investor will rely on
the foregoing representations in effecting transactions in securities of the Company.
4.2. Holding Period. For the purposes of Section 3(a)(9) and Rule 144 of the
Securities Act, the Company acknowledges that (i) the holding period of the Notes may be
tacked onto the holding period of the Debenture as long as no payment is made in connection
with any conversion, and (ii) the holding period of the Debenture may be tacked onto the holding
period of the Shares, and the Company agrees not to take a position contrary to this Section 4.2.
4.3. Blue Sky. The Company shall make all filings and reports relating to the
Exchange required by Regulation D under the Securities Act and under applicable securities or
“Blue Sky” laws of the states of the United States following the date hereof.
4.4. Fees and Expenses. Except as otherwise set forth above, each party to this
Agreement shall pay the fees and expenses of its advisers, counsel, accountants and other
experts, if any, and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement.
5.
Miscellaneous
5.1. Successors and Assigns. Except as otherwise provided herein, the terms
and conditions of this Agreement shall inure to the benefit of and be binding upon the parties
hereto and the respective successors and assigns of the parties. Nothing in this Agreement,
express or implied, is intended to confer upon any party, other than the parties hereto or their
respective successors and assigns, any rights, remedies, obligations or liabilities under or by
reason of this Agreement, except as expressly provided in this Agreement.
5.2. Governing Law; Exclusive Jurisdiction. All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New York, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of New York. Each
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party hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts sitting
in New York County, New York, 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 of the parties hereby waives any objection to such exclusive jurisdiction and that
such courts represent an inconvenient forum.
5.3. Notices. All notices, offers, acceptance and any other acts under this
Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to
the addressees in person, by FedEx or similar overnight next business day delivery, or by email
followed by overnight next business day delivery, to the address as provided for on the signature
page to this agreement.
5.4. Amendments and Waivers. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the written consent of the
Company and the Investor.
5.5. Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from this Agreement and
the balance of the Agreement shall be interpreted as if such provision were so excluded and shall
be enforceable in accordance with its terms so long as this Agreement as so modified continues
to express, without material change, the original intentions of the parties as to the subject matter
hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question
does not substantially impair the respective expectations or reciprocal obligations of the parties
or the practical realization of the benefits that would otherwise be conferred upon the parties.
The parties will endeavor in good faith negotiations to replace the prohibited, invalid or
unenforceable provision(s) with a valid provision(s), the effect of which comes as close as
possible to that of the prohibited, invalid or unenforceable provision(s).
5.6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
5.7. Survival. The representations, warranties and covenants of the Company
and the Investor contained herein shall survive the Closing and delivery of the Debenture
[SIGNATURES ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and delivered as of the date provided above.
COMPANY:
PARALLAX HEALTH SCIENCES, INC.
By: ______________________________________
Name: Xxxx Xxxxx
Title: Chief Executive Officer
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and delivered as of the date provided above.
INVESTOR:
Cavalry Fund I LP
By: Cavalry Fund I Management LLC
Its: General Partner
By: ________________________________
Name: T xxxxx X. Xxxxx
Title: Manager
Address for Notices:
________________________
________________________
________________________
Email: ___________________
SSN#: ___________________
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EXHIBIT A
Debenture
[See attached]
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Schedule I
Note
Issuance Date
Amount
Amount of Debenture
Convertible Note June 14, 2018
$250,000.00
$313,036.86
M:\10401\Private Placements\Parallax\Exchange Agreement 11-27-18.docx/csb
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Schedule 2.12
Lien Holder
Issuance Date
Principal
Amount of Interest/Penalties
Amount
As of 9-30-18
Xxxxxx Xxxxxxx*
August 14, 2015 $20,550,000
$2,278,281
Internal Revenue Service*
Pending
$ 658,921
$ 298,908
State of California, EDD*
January 29, 2018 $ 125,399
$ 65,583
*Related to RoxSan Pharmacy, Inc. subsidiary
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THIS EXCHANGE AGREEMENT (the “Agreement”) is made as of the 31st day of
December and effective November 14, 2018, by and between, Parallax Health Sciences, Inc., a
Nevada corporation, (the “Company”) and DiamondRock, LLC, a New York limited liability
company (the “Investor”).
WHEREAS, the Investor has previously acquired various securities from the Company in
the form of convertible notes with various dates of issuance as set forth on Schedule I (the
“Notes”).
WHEREAS, the Company has authorized a new series of convertible debenture due
February 28, 2019, in the form of Exhibit A hereto, which will be convertible into shares of the
Company’s Common Stock, par value $0.001.
WHEREAS, subject to the satisfaction of the conditions set forth herein, the Company
and the Investor desire to enter into a transaction wherein the Company shall issue the Investor
the debenture in the amount of $150,194.92 (the “Debenture”) in exchange for each of the Notes
as set forth on Schedule I (the “Exchange”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1.
Exchange. The closing of the Exchange (the “Closing”) will occur on or before
December 31, 2018 (or such later date as the parties hereto may agree) following the satisfaction
or waiver of the conditions set forth herein (such date, the “Closing Date”). On the Closing Date,
subject to the terms and conditions of this Agreement, the Investor shall, and the Company shall,
pursuant to Section 3(a)(9) of the Securities Act of 1933 (the “Securities Act”), exchange the
Notes for the Debenture. At the Closing, the following transactions shall occur (such transactions
in this Section 1, the “Exchange”):
1.1. On the Closing Date, the Company shall issue the Debenture to the
Investor. Promptly after the Closing Date, the Company shall deliver an executed original
Debenture to the Investor. On the Closing Date, the Investor shall be deemed for all corporate
purposes to have become the holder of record of the Debenture and shall have the right to
convert the Debenture, irrespective of the date the Company delivers the Debenture to the
Investor.
1.2. Upon receipt of the Debenture in accordance with Section 1.1, all of the
Investor’s rights under the Notes shall be extinguished (including, without limitation, the rights
to receive, as applicable, any premium, make-whole amount, accrued and unpaid interest or
dividends thereon or any other shares of Common Stock with respect thereto (whether upon in
connection with a fundamental transaction, event of default or otherwise)).
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1.3. The Company and the Investor shall execute and/or deliver such other
documents and agreements as are customary and reasonably necessary to effectuate the
Exchange.
1.4. If the Closing has not occurred on or prior to December 31, 2018, the
Investor shall have the right, by delivery of written notice to the Company to terminate this
Agreement (such date, the “Termination Date”). From the date hereof until the earlier of (x) the
Closing Date (as defined below) and (y) the Termination Date, the Investor shall forbear from
taking any actions with respect to the Notes not explicitly set forth herein, including, without
limitation, conversions, exercises, redemptions, exchanges or delivery of written notice to the
Company to require the conversion, exercise, redemption or exchange of any of the Notes.
1.5. It shall be a condition to the obligation of the Investor on the one hand and
the Company on the other hand, to consummate the Exchange contemplated hereunder that the
other party’s representations and warranties contained herein are true and correct on the Closing
Date with the same effect as though made on such date, unless waived in writing by the party to
whom such representations and warranties are made.
1.6. At or before the Closing, the Investor shall deliver or cause to be delivered
to Xxxxxxxxx Law Firm, as counsel to the Company, (i) the executed Agreement and (ii) other
items required to effectuate the Exchange.
2.
Representations and Warranties of the Company. The Company hereby
represents and warrants to the Investor that:
2.1. Concerning the Debenture. Except as listed on Schedule 2.1, there are
no preemptive rights of any person or entity, rights of first refusal, participation rights, or other
rights to acquire the Debenture.
2.2. Organization, Good Standing and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws of the State of
Nevada. The Company is duly qualified to transact business and is in good standing in each
jurisdiction in which the failure to so qualify would have a Material Adverse Effect (as defined
below) on its business or properties. As used in this Agreement, “Material Adverse Effect”
means any material adverse effect on the business, properties, assets, liabilities, operations,
results of operations, condition (financial or otherwise) or prospects of the Company and its
Subsidiaries, if any, individually or taken as a whole, or on the transactions contemplated hereby
or on the Exchange (as defined below) or by the agreements and instruments to be entered into
(or entered into) in connection herewith or therewith, or on the authority or ability of the
Company to perform its obligations under this Agreement or the Exchange.
2.3. Authorization. All corporate action on the part of the Company, its
officers, directors and stockholders necessary for the authorization, execution and delivery of this
Agreement and the performance of all obligations of the Company hereunder and thereunder,
and the authorization of the Exchange, the issuance (and reservation for issuance) of the
Debenture have been taken on or prior to the date hereof.
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2.4. Valid Issuance of the Debenture. The Debenture when issued and
delivered in accordance with the terms of this Agreement, for the consideration expressed herein,
and the Common Stock when issued in accordance with the terms of the Debenture, for the
consideration expressed therein, will be duly and validly issued, fully paid and non-assessable.
Upon conversion of the Debenture, the Common Stock shall be freely tradable and may be sold
under Rule 144 subject to the Company having filed all applicable Form 10-Qs and the required
Form 10-K. The Company agrees to take all actions, including, without limitation, the issuance
by its legal counsel of any necessary legal opinions, necessary to issue unrestricted Common
Stock pursuant to Section 3(a)(9) of the Securities Act and Rule 144 thereunder in connection
with which Common Stock issued upon conversion of the Debenture issued in exchange for the
Debenture, the Common Stock will be freely tradable without restriction and not containing any
restrictive legend without the need for any action by the Investor other than as required by Rule
144(i) and execution of the applicable representation letters. Within 60 days of the Closing, the
Company shall have reserved from its duly authorized capital stock not less than 700% of the
maximum number of shares of Common Stock issuable upon conversion of the Debenture.
2.5. Compliance With Laws. The Company has not violated any law or any
governmental regulation or requirement which violation has had or would reasonably be
expected to have a Material Adverse Effect, and the Company has not received written notice of
any such violation.
2.6. Consents; Waivers. No consent, waiver, approval or authority of any
nature, or other formal action, by any Person, not already obtained, is required in connection
with the execution and delivery of this Agreement by the Company or the consummation by the
Company of the transactions provided for herein and therein.
2.7. Acknowledgment Regarding Investor’s Purchase of Debenture. The
Company acknowledges and agrees that the Investor is acting solely in the capacity of arm’s
length purchaser with respect to this Agreement and Exchange and the transactions contemplated
hereby and thereby and that the Investor is not (i) an officer or director of the Company, (ii) an
“affiliate” of the Company (as defined in Rule 144 promulgated under the Securities Act), or (iii)
to the knowledge of the Company, a “beneficial owner” of 10% or more of the shares of
Common Stock (as defined for purposes of Rule 13d-3 under the Securities Exchange Act of
1934(the “Exchange Act”). The Company further acknowledges that the Investor is not acting as
a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the
Exchange and the transactions contemplated hereby and thereby, and any advice given by the
Investor or any of its representatives or agents in connection with the Exchange and the
transactions contemplated hereby and thereby is merely incidental to the Investor’s acceptance of
the Debenture. The Company further represents to the Investor that the Company’s decision to
enter into the Exchange has been based solely on the independent evaluation by the Company
and its representatives.
2.8. Absence of Litigation. To the knowledge of the Company, there is no
action, suit, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the knowledge of the
Company, threatened against or affecting the Company, the Common Stock, the Notes, the
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Debenture or any of the Company’s officers or directors in their capacities as such, other than
what is disclosed in the Company’s public filings.
2.9. Validity; Enforcement; No Conflicts. This Agreement has been duly and
validly authorized, executed and delivered on behalf of the Company and shall constitute the
legal, valid and binding obligations of the Company enforceable against the Company in
accordance with their respective terms, except as such enforceability may be limited by general
principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws relating to, or affecting generally, the enforcement of
applicable creditors’ rights and remedies. The execution, delivery and performance by the
Company of this Agreement and the consummation by the Company of the transactions
contemplated hereby and thereby will not (i) result in a violation of the organizational documents
of the Company or (ii) conflict with, or constitute a default (or an event which with notice or
lapse of time or both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the
Company is a party or by which it is bound, or (iii) result in a violation of any law, rule,
regulation, order, judgment or decree (including federal and state securities or “blue sky” laws)
applicable to the Company, except in the case of clause (ii) above, for such conflicts, defaults or
rights which would not, individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect.
2.10. Authorized Capital. Schedule 2.10 sets forth all capital stock and
derivative securities of the Company that are authorized for issuance and that are issued and
outstanding. All issued and outstanding shares of Common Stock have been duly authorized and
validly issued and are fully paid and nonassessable. The Company has sufficient authorized and
unissued shares of Common Stock as may be necessary to effect the issuance of the shares
issuable upon conversion of the Debenture (the “Shares”), assuming the prior issuance and
exercise, exchange or conversion, as the case may be, of all derivative securities authorized, as
indicated in Schedule 2.10, (subject to a 60 day grace from Closing).
2.11. Disclosure. The Company confirms that neither it nor any other person
acting on its behalf has provided the Investor or its agents or counsel with any information that
constitutes or could reasonably be expected to constitute material, nonpublic information. The
Company understands and confirms that the Investor will rely on the foregoing representations in
effecting transactions in securities of the Company.
2.12. Except as listed on Schedule 2.12 hereto, the Company does not have any
indebtedness other than Permitted Liens. “Permitted Liens” shall have the same meaning as in
the Debenture.
3.
Representations and Warranties of the Investor. The Investor hereby represents,
warrants and covenants that:
3.1. Authorization. The Investor has full power and authority to enter into this
Agreement, to perform its obligations hereunder and to consummate the transactions
contemplated hereby and has taken all action necessary to authorize the execution and delivery
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of this Agreement, the performance of its obligations hereunder and the consummation of the
transactions contemplated hereby.
3.2. Accredited Investor Status; Investment Experience. The Investor is an
“accredited investor” as that term is defined in Rule 501(a) of Regulation D. The Investor can
bear the economic risk of its investment in the Debenture, and has such knowledge and
experience in financial and business matters that it is capable of evaluating the merits and risks
of an investment in the Debenture.
3.3. No Governmental Review. The Investor understands that no United States
federal or state agency or any other government or governmental agency has passed on or made
any recommendation or endorsement of the Debenture or the fairness or suitability of the
investment in the Debenture nor have such authorities passed upon or endorsed the merits of the
offering of the Debenture
3.4. Validity; Enforcement; No Conflicts. This Agreement has been duly and
validly authorized, executed and delivered on behalf of the Investor and shall constitute the legal,
valid and binding obligations of the Investor enforceable against the Investor in accordance with
their respective terms, except as such enforceability may be limited by general principles of
equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other
similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights
and remedies.
3.5. Ownership of Securities. The Investor owns and holds, beneficially and of
record, the entire right, title, and interest in and to the Notes free and clear of all rights and liens
(other than pledges or security interests (x) arising by operation of applicable securities laws and
(y) that the Investor may have created in favor of a prime broker under and in accordance with its
prime brokerage agreement with such broker). The Investor has full power and authority to
transfer and dispose of the Notes to the Company free and clear of any right or lien. Other than
the transactions contemplated by this Agreement, there is no outstanding, plan, pending proposal,
or other right of any Person to acquire all or any part of the Notes or any shares of Common
Stock issuable upon conversion of the Debenture.
4.
Additional Covenants
4.1. Disclosure. The Company shall, on or before 8:30 a.m., New York New
York time, within four business days after the date of this Agreement, file with the Securities and
Exchange Commission a Current Report on Form 8-K disclosing all material terms of the
transactions contemplated hereby and attaching the form of this Agreement and the Debenture as
exhibits thereto (collectively with all exhibits attached thereto, the “8-K Filing”). From and after
the issuance of the 8-K Filing the Investor shall not be in possession of any material, nonpublic
information received from the Company or any of its Subsidiaries or any of their respective
officers, directors, employees, affiliates or agents, that is not disclosed in the 8-K Filing. The
Company shall not, and shall cause its officers, directors, employees, affiliates and agents, not to,
provide the Investor with any material, nonpublic information regarding the Company from and
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after the filing of the 8-K Filing without the express written consent of the Investor. To the
extent that the Company delivers any material, non-public information to the Investor without
the Investor’s express prior written consent, the Company hereby covenants and agrees that the
Investor shall not have any duty of confidentiality to the Company, any of its subsidiaries or any
of their respective officers, directors, employees, affiliates or agent with respect to, or a duty to
the Company, any of its subsidiaries or any of their respective officers, directors, employees,
affiliates or agent or not to trade on the basis of, such material, non-public information. The
Company shall not disclose the name of the Investor in any filing, announcement, release or
otherwise, unless such disclosure is required by law or regulation. In addition, effective upon the
filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or
similar obligations under any agreement, whether written or oral, between the Company, any of
its subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on
the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate and be of
no further force or effect. The Company understands and confirms that the Investor will rely on
the foregoing representations in effecting transactions in securities of the Company.
4.2. Holding Period. For the purposes of Section 3(a)(9) and Rule 144 of the
Securities Act, the Company acknowledges that (i) the holding period of the Notes may be
tacked onto the holding period of the Debenture as long as no payment is made in connection
with any conversion, and (ii) the holding period of the Debenture may be tacked onto the holding
period of the Shares, and the Company agrees not to take a position contrary to this Section 4.2.
4.3. Blue Sky. The Company shall make all filings and reports relating to the
Exchange required by Regulation D under the Securities Act and under applicable securities or
“Blue Sky” laws of the states of the United States following the date hereof.
4.4. Fees and Expenses. Except as otherwise set forth above, each party to this
Agreement shall pay the fees and expenses of its advisers, counsel, accountants and other
experts, if any, and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement.
5.
Miscellaneous
5.1. Successors and Assigns. Except as otherwise provided herein, the terms
and conditions of this Agreement shall inure to the benefit of and be binding upon the parties
hereto and the respective successors and assigns of the parties. Nothing in this Agreement,
express or implied, is intended to confer upon any party, other than the parties hereto or their
respective successors and assigns, any rights, remedies, obligations or liabilities under or by
reason of this Agreement, except as expressly provided in this Agreement.
5.2. Governing Law; Exclusive Jurisdiction. All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New York, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of New York. Each
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party hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts sitting
in New York County, New York, 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 of the parties hereby waives any objection to such exclusive jurisdiction and that
such courts represent an inconvenient forum.
5.3. Notices. All notices, offers, acceptance and any other acts under this
Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to
the addressees in person, by FedEx or similar overnight next business day delivery, or by email
followed by overnight next business day delivery, to the address as provided for on the signature
page to this agreement.
5.4. Amendments and Waivers. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the written consent of the
Company and the Investor.
5.5. Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from this Agreement and
the balance of the Agreement shall be interpreted as if such provision were so excluded and shall
be enforceable in accordance with its terms so long as this Agreement as so modified continues
to express, without material change, the original intentions of the parties as to the subject matter
hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question
does not substantially impair the respective expectations or reciprocal obligations of the parties
or the practical realization of the benefits that would otherwise be conferred upon the parties.
The parties will endeavor in good faith negotiations to replace the prohibited, invalid or
unenforceable provision(s) with a valid provision(s), the effect of which comes as close as
possible to that of the prohibited, invalid or unenforceable provision(s).
5.6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
5.7. Survival. The representations, warranties and covenants of the Company
and the Investor contained herein shall survive the Closing and delivery of the Debenture
[SIGNATURES ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and delivered as of the date provided above.
COMPANY:
PARALLAX HEALTH SCIENCES, INC.
By: ______________________________________
Name: Xxxx Xxxxx
Title: Chief Executive Officer
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![[ex1041exchangeagreements1.jpg]](https://www.sec.gov/Archives/edgar/data/1388410/000138841019000116/ex1041exchangeagreements1.jpg)
EXHIBIT A
Debenture
[See attached]
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Schedule I
Note
Issuance Date
Amount
Amount of
Debenture
Convertible Note May 1, 2018
$50,000.00
$63,330.25
Convertible Note May 29, 2018
$50,000.00
$62,869.98
Convertible Note June 14, 2018
$16,667.00
$20,869.68
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Schedule 2.12
Lien Holder
Issuance Date
Principal
Amount of Interest/Penalties
Amount
As of 9-30-18
Xxxxxx Xxxxxxx*
August 14, 2015 $20,550,000
$2,278,281
Internal Revenue Service*
Pending
$ 658,921
$ 298,908
State of California, EDD*
January 29, 2018 $ 125,399
$ 65,583
*Related to RoxSan Pharmacy, Inc. subsidiary
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THIS EXCHANGE AGREEMENT (the “Agreement”) is made as of the 31st day of
December and effective November 14, 2018, by and between, Parallax Health Sciences, Inc., a
Nevada corporation, (the “Company”) and THE XXXXXXX, LLC a New York limited liability
company (the “Investor”).
WHEREAS, the Investor has previously acquired various securities from the Company in
the form of convertible notes with various dates of issuance as set forth on Schedule I (the
“Notes”).
WHEREAS, the Company has authorized a new series of convertible debenture due
February 28, 2019, in the form of Exhibit A hereto, which will be convertible into shares of the
Company’s Common Stock, par value $0.001.
WHEREAS, subject to the satisfaction of the conditions set forth herein, the Company
and the Investor desire to enter into a transaction wherein the Company shall issue the Investor
the debenture in the amount of $73,878.61 (the “Debenture”) in exchange for each of the Notes
as set forth on Schedule I (the “Exchange”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1.
Exchange. The closing of the Exchange (the “Closing”) will occur on or before
December 31, 2018 (or such later date as the parties hereto may agree) following the satisfaction
or waiver of the conditions set forth herein (such date, the “Closing Date”). On the Closing Date,
subject to the terms and conditions of this Agreement, the Investor shall, and the Company shall,
pursuant to Section 3(a)(9) of the Securities Act of 1933 (the “Securities Act”), exchange the
Notes for the Debenture. At the Closing, the following transactions shall occur (such transactions
in this Section 1, the “Exchange”):
1.1. On the Closing Date, the Company shall issue the Debenture to the
Investor. Promptly after the Closing Date, the Company shall deliver an executed original
Debenture to the Investor. On the Closing Date, the Investor shall be deemed for all corporate
purposes to have become the holder of record of the Debenture and shall have the right to
convert the Debenture, irrespective of the date the Company delivers the Debenture to the
Investor.
1.2. Upon receipt of the Debenture in accordance with Section 1.1, all of the
Investor’s rights under the Notes shall be extinguished (including, without limitation, the rights
to receive, as applicable, any premium, make-whole amount, accrued and unpaid interest or
dividends thereon or any other shares of Common Stock with respect thereto (whether upon in
connection with a fundamental transaction, event of default or otherwise)).
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1.3. The Company and the Investor shall execute and/or deliver such other
documents and agreements as are customary and reasonably necessary to effectuate the
Exchange.
1.4. If the Closing has not occurred on or prior to December 31, 2018, the
Investor shall have the right, by delivery of written notice to the Company to terminate this
Agreement (such date, the “Termination Date”). From the date hereof until the earlier of (x) the
Closing Date (as defined below) and (y) the Termination Date, the Investor shall forbear from
taking any actions with respect to the Notes not explicitly set forth herein, including, without
limitation, conversions, exercises, redemptions, exchanges or delivery of written notice to the
Company to require the conversion, exercise, redemption or exchange of any of the Notes.
1.5. It shall be a condition to the obligation of the Investor on the one hand and
the Company on the other hand, to consummate the Exchange contemplated hereunder that the
other party’s representations and warranties contained herein are true and correct on the Closing
Date with the same effect as though made on such date, unless waived in writing by the party to
whom such representations and warranties are made.
1.6. At or before the Closing, the Investor shall deliver or cause to be delivered
to Xxxxxxxxx Law Firm, as counsel to the Company, (i) the executed Agreement and (ii) other
items required to effectuate the Exchange.
2.
Representations and Warranties of the Company. The Company hereby
represents and warrants to the Investor that:
2.1. Concerning the Debenture. Except as listed on Schedule 2.1, there are
no preemptive rights of any person or entity, rights of first refusal, participation rights, or other
rights to acquire the Debenture.
2.2. Organization, Good Standing and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws of the State of
Nevada. The Company is duly qualified to transact business and is in good standing in each
jurisdiction in which the failure to so qualify would have a Material Adverse Effect (as defined
below) on its business or properties. As used in this Agreement, “Material Adverse Effect”
means any material adverse effect on the business, properties, assets, liabilities, operations,
results of operations, condition (financial or otherwise) or prospects of the Company and its
Subsidiaries, if any, individually or taken as a whole, or on the transactions contemplated hereby
or on the Exchange (as defined below) or by the agreements and instruments to be entered into
(or entered into) in connection herewith or therewith, or on the authority or ability of the
Company to perform its obligations under this Agreement or the Exchange.
2.3. Authorization. All corporate action on the part of the Company, its
officers, directors and stockholders necessary for the authorization, execution and delivery of this
Agreement and the performance of all obligations of the Company hereunder and thereunder,
and the authorization of the Exchange, the issuance (and reservation for issuance) of the
Debenture have been taken on or prior to the date hereof.
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2.4. Valid Issuance of the Debenture. The Debenture when issued and
delivered in accordance with the terms of this Agreement, for the consideration expressed herein,
and the Common Stock when issued in accordance with the terms of the Debenture, for the
consideration expressed therein, will be duly and validly issued, fully paid and non-assessable.
Upon conversion of the Debenture, the Common Stock shall be freely tradable and may be sold
under Rule 144 subject to the Company having filed all applicable Form 10-Qs and the required
Form 10-K. The Company agrees to take all actions, including, without limitation, the issuance
by its legal counsel of any necessary legal opinions, necessary to issue unrestricted Common
Stock pursuant to Section 3(a)(9) of the Securities Act and Rule 144 thereunder in connection
with which Common Stock issued upon conversion of the Debenture issued in exchange for the
Debenture, the Common Stock will be freely tradable without restriction and not containing any
restrictive legend without the need for any action by the Investor other than as required by Rule
144(i) and execution of the applicable representation letters. Within 60 days of the Closing, the
Company shall have reserved from its duly authorized capital stock not less than 700% of the
maximum number of shares of Common Stock issuable upon conversion of the Debenture.
2.5. Compliance With Laws. The Company has not violated any law or any
governmental regulation or requirement which violation has had or would reasonably be
expected to have a Material Adverse Effect, and the Company has not received written notice of
any such violation.
2.6. Consents; Waivers. No consent, waiver, approval or authority of any
nature, or other formal action, by any Person, not already obtained, is required in connection
with the execution and delivery of this Agreement by the Company or the consummation by the
Company of the transactions provided for herein and therein.
2.7. Acknowledgment Regarding Investor’s Purchase of Debenture. The
Company acknowledges and agrees that the Investor is acting solely in the capacity of arm’s
length purchaser with respect to this Agreement and Exchange and the transactions contemplated
hereby and thereby and that the Investor is not (i) an officer or director of the Company, (ii) an
“affiliate” of the Company (as defined in Rule 144 promulgated under the Securities Act), or (iii)
to the knowledge of the Company, a “beneficial owner” of 10% or more of the shares of
Common Stock (as defined for purposes of Rule 13d-3 under the Securities Exchange Act of
1934(the “Exchange Act”). The Company further acknowledges that the Investor is not acting as
a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the
Exchange and the transactions contemplated hereby and thereby, and any advice given by the
Investor or any of its representatives or agents in connection with the Exchange and the
transactions contemplated hereby and thereby is merely incidental to the Investor’s acceptance of
the Debenture. The Company further represents to the Investor that the Company’s decision to
enter into the Exchange has been based solely on the independent evaluation by the Company
and its representatives.
2.8. Absence of Litigation. To the knowledge of the Company, there is no
action, suit, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the knowledge of the
Company, threatened against or affecting the Company, the Common Stock, the Notes, the
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Debenture or any of the Company’s officers or directors in their capacities as such, other than
what is disclosed in the Company’s public filings.
2.9. Validity; Enforcement; No Conflicts. This Agreement has been duly and
validly authorized, executed and delivered on behalf of the Company and shall constitute the
legal, valid and binding obligations of the Company enforceable against the Company in
accordance with their respective terms, except as such enforceability may be limited by general
principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws relating to, or affecting generally, the enforcement of
applicable creditors’ rights and remedies. The execution, delivery and performance by the
Company of this Agreement and the consummation by the Company of the transactions
contemplated hereby and thereby will not (i) result in a violation of the organizational documents
of the Company or (ii) conflict with, or constitute a default (or an event which with notice or
lapse of time or both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the
Company is a party or by which it is bound, or (iii) result in a violation of any law, rule,
regulation, order, judgment or decree (including federal and state securities or “blue sky” laws)
applicable to the Company, except in the case of clause (ii) above, for such conflicts, defaults or
rights which would not, individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect.
2.10. Authorized Capital. Schedule 2.10 sets forth all capital stock and
derivative securities of the Company that are authorized for issuance and that are issued and
outstanding. All issued and outstanding shares of Common Stock have been duly authorized and
validly issued and are fully paid and nonassessable. The Company has sufficient authorized and
unissued shares of Common Stock as may be necessary to effect the issuance of the shares
issuable upon conversion of the Debenture (the “Shares”), assuming the prior issuance and
exercise, exchange or conversion, as the case may be, of all derivative securities authorized, as
indicated in Schedule 2.10, (subject to a 60 day grace from Closing).
2.11. Disclosure. The Company confirms that neither it nor any other person
acting on its behalf has provided the Investor or its agents or counsel with any information that
constitutes or could reasonably be expected to constitute material, nonpublic information. The
Company understands and confirms that the Investor will rely on the foregoing representations in
effecting transactions in securities of the Company.
2.12. Except as listed on Schedule 2.12 hereto, the Company does not have any
indebtedness other than Permitted Liens. “Permitted Liens” shall have the same meaning as in
the Debenture.
3.
Representations and Warranties of the Investor. The Investor hereby represents,
warrants and covenants that:
3.1. Authorization. The Investor has full power and authority to enter into this
Agreement, to perform its obligations hereunder and to consummate the transactions
contemplated hereby and has taken all action necessary to authorize the execution and delivery
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of this Agreement, the performance of its obligations hereunder and the consummation of the
transactions contemplated hereby.
3.2. Accredited Investor Status; Investment Experience. The Investor is an
“accredited investor” as that term is defined in Rule 501(a) of Regulation D. The Investor can
bear the economic risk of its investment in the Debenture, and has such knowledge and
experience in financial and business matters that it is capable of evaluating the merits and risks
of an investment in the Debenture.
3.3. No Governmental Review. The Investor understands that no United States
federal or state agency or any other government or governmental agency has passed on or made
any recommendation or endorsement of the Debenture or the fairness or suitability of the
investment in the Debenture nor have such authorities passed upon or endorsed the merits of the
offering of the Debenture
3.4. Validity; Enforcement; No Conflicts. This Agreement has been duly and
validly authorized, executed and delivered on behalf of the Investor and shall constitute the legal,
valid and binding obligations of the Investor enforceable against the Investor in accordance with
their respective terms, except as such enforceability may be limited by general principles of
equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other
similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights
and remedies.
3.5. Ownership of Securities. The Investor owns and holds, beneficially and of
record, the entire right, title, and interest in and to the Notes free and clear of all rights and liens
(other than pledges or security interests (x) arising by operation of applicable securities laws and
(y) that the Investor may have created in favor of a prime broker under and in accordance with its
prime brokerage agreement with such broker). The Investor has full power and authority to
transfer and dispose of the Notes to the Company free and clear of any right or lien. Other than
the transactions contemplated by this Agreement, there is no outstanding, plan, pending proposal,
or other right of any Person to acquire all or any part of the Notes or any shares of Common
Stock issuable upon conversion of the Debenture.
4.
Additional Covenants
4.1. Disclosure. The Company shall, on or before 8:30 a.m., New York New
York time, within four business days after the date of this Agreement, file with the Securities and
Exchange Commission a Current Report on Form 8-K disclosing all material terms of the
transactions contemplated hereby and attaching the form of this Agreement and the Debenture as
exhibits thereto (collectively with all exhibits attached thereto, the “8-K Filing”). From and after
the issuance of the 8-K Filing the Investor shall not be in possession of any material, nonpublic
information received from the Company or any of its Subsidiaries or any of their respective
officers, directors, employees, affiliates or agents, that is not disclosed in the 8-K Filing. The
Company shall not, and shall cause its officers, directors, employees, affiliates and agents, not to,
provide the Investor with any material, nonpublic information regarding the Company from and
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after the filing of the 8-K Filing without the express written consent of the Investor. To the
extent that the Company delivers any material, non-public information to the Investor without
the Investor’s express prior written consent, the Company hereby covenants and agrees that the
Investor shall not have any duty of confidentiality to the Company, any of its subsidiaries or any
of their respective officers, directors, employees, affiliates or agent with respect to, or a duty to
the Company, any of its subsidiaries or any of their respective officers, directors, employees,
affiliates or agent or not to trade on the basis of, such material, non-public information. The
Company shall not disclose the name of the Investor in any filing, announcement, release or
otherwise, unless such disclosure is required by law or regulation. In addition, effective upon the
filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or
similar obligations under any agreement, whether written or oral, between the Company, any of
its subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on
the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate and be of
no further force or effect. The Company understands and confirms that the Investor will rely on
the foregoing representations in effecting transactions in securities of the Company.
4.2. Holding Period. For the purposes of Section 3(a)(9) and Rule 144 of the
Securities Act, the Company acknowledges that (i) the holding period of the Notes may be
tacked onto the holding period of the Debenture as long as no payment is made in connection
with any conversion, and (ii) the holding period of the Debenture may be tacked onto the holding
period of the Shares, and the Company agrees not to take a position contrary to this Section 4.2.
4.3. Blue Sky. The Company shall make all filings and reports relating to the
Exchange required by Regulation D under the Securities Act and under applicable securities or
“Blue Sky” laws of the states of the United States following the date hereof.
4.4. Fees and Expenses. Except as otherwise set forth above, each party to this
Agreement shall pay the fees and expenses of its advisers, counsel, accountants and other
experts, if any, and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement.
5.
Miscellaneous
5.1. Successors and Assigns. Except as otherwise provided herein, the terms
and conditions of this Agreement shall inure to the benefit of and be binding upon the parties
hereto and the respective successors and assigns of the parties. Nothing in this Agreement,
express or implied, is intended to confer upon any party, other than the parties hereto or their
respective successors and assigns, any rights, remedies, obligations or liabilities under or by
reason of this Agreement, except as expressly provided in this Agreement.
5.2. Governing Law; Exclusive Jurisdiction. All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New York, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of New York. Each
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party hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts sitting
in New York County, New York, 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 of the parties hereby waives any objection to such exclusive jurisdiction and that
such courts represent an inconvenient forum.
5.3. Notices. All notices, offers, acceptance and any other acts under this
Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to
the addressees in person, by FedEx or similar overnight next business day delivery, or by email
followed by overnight next business day delivery, to the address as provided for on the signature
page to this agreement.
5.4. Amendments and Waivers. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the written consent of the
Company and the Investor.
5.5. Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from this Agreement and
the balance of the Agreement shall be interpreted as if such provision were so excluded and shall
be enforceable in accordance with its terms so long as this Agreement as so modified continues
to express, without material change, the original intentions of the parties as to the subject matter
hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question
does not substantially impair the respective expectations or reciprocal obligations of the parties
or the practical realization of the benefits that would otherwise be conferred upon the parties.
The parties will endeavor in good faith negotiations to replace the prohibited, invalid or
unenforceable provision(s) with a valid provision(s), the effect of which comes as close as
possible to that of the prohibited, invalid or unenforceable provision(s).
5.6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
5.7. Survival. The representations, warranties and covenants of the Company
and the Investor contained herein shall survive the Closing and delivery of the Debenture
[SIGNATURES ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and delivered as of the date provided above.
COMPANY:
PARALLAX HEALTH SCIENCES, INC.
By: ______________________________________
Name: Xxxx Xxxxx
Title: Chief Executive Officer
BN 35285827v1
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and delivered as of the date provided above.
INVESTOR:
The Xxxxxxx, LLC
By: Xxxxxxx Xxxxxxxxx
Its: Chief Executive Officer
By: ________________________________
Name: Xxxxxxx Xxxxxxxxx
Title: Chief Executive Officer
Address for Notices:
________________________
________________________
________________________
Email: ___________________
SSN#: ___________________
BN 35285827v1
EXHIBIT A
Debenture
[See attached]
BN 35285827v1
Schedule I
Note
Issuance Date
Amount
Amount of
Debenture
Convertible Note April 24, 2018
$50,000.00
$63,445.32
Convertible Note June 14, 2018
$ 8,333.00
$10,434.30
BN 35285827v1
Schedule 2.12
Lien Holder
Issuance Date
Principal
Amount of Interest/Penalties
Amount
As of 9-30-18
Xxxxxx Xxxxxxx*
August 14, 2015 $20,550,000
$2,278,281
Internal Revenue Service*
Pending
$ 658,921
$ 298,908
State of California, EDD*
January 29, 2018 $ 125,399
$ 65,583
*Related to RoxSan Pharmacy, Inc. subsidiary
BN 35285827v1
THIS EXCHANGE AGREEMENT (the “Agreement”) is made as of the 31st day of
December and effective November 14, 2018, by and between, Parallax Health Sciences, Inc., a
Nevada corporation, (the “Company”) and Digital Power Lending, LLC, a California limited
liability company (the “Investor”).
WHEREAS, the Investor has previously acquired various securities from the Company in
the form of convertible notes with various dates of issuance as set forth on Schedule I (the
“Notes”).
WHEREAS, the Company has authorized a new series of convertible debenture due
February 28, 2019, in the form of Exhibit A hereto, which will be convertible into shares of the
Company’s Common Stock, par value $0.001.
WHEREAS, subject to the satisfaction of the conditions set forth herein, the Company
and the Investor desire to enter into a transaction wherein the Company shall issue the Investor
the debenture in the amount of $221,640.96 (the “Debenture”) in exchange for each of the Notes
as set forth on Schedule I (the “Exchange”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1.
Exchange. The closing of the Exchange (the “Closing”) will occur on or before
December 31, 2018 (or such later date as the parties hereto may agree) following the satisfaction
or waiver of the conditions set forth herein (such date, the “Closing Date”). On the Closing Date,
subject to the terms and conditions of this Agreement, the Investor shall, and the Company shall,
pursuant to Section 3(a)(9) of the Securities Act of 1933 (the “Securities Act”), exchange the
Notes for the Debenture. At the Closing, the following transactions shall occur (such transactions
in this Section 1, the “Exchange”):
1.1. On the Closing Date, the Company shall issue the Debenture to the
Investor. Promptly after the Closing Date, the Company shall deliver an executed original
Debenture to the Investor. On the Closing Date, the Investor shall be deemed for all corporate
purposes to have become the holder of record of the Debenture and shall have the right to
convert the Debenture, irrespective of the date the Company delivers the Debenture to the
Investor.
1.2. Upon receipt of the Debenture in accordance with Section 1.1, all of the
Investor’s rights under the Notes shall be extinguished (including, without limitation, the rights
to receive, as applicable, any premium, make-whole amount, accrued and unpaid interest or
dividends thereon or any other shares of Common Stock with respect thereto (whether upon in
connection with a fundamental transaction, event of default or otherwise)).
BN 35286565v1
1.3. The Company and the Investor shall execute and/or deliver such other
documents and agreements as are customary and reasonably necessary to effectuate the
Exchange.
1.4. If the Closing has not occurred on or prior to December 31, 2018, the
Investor shall have the right, by delivery of written notice to the Company to terminate this
Agreement (such date, the “Termination Date”). From the date hereof until the earlier of (x) the
Closing Date (as defined below) and (y) the Termination Date, the Investor shall forbear from
taking any actions with respect to the Notes not explicitly set forth herein, including, without
limitation, conversions, exercises, redemptions, exchanges or delivery of written notice to the
Company to require the conversion, exercise, redemption or exchange of any of the Notes.
1.5. It shall be a condition to the obligation of the Investor on the one hand and
the Company on the other hand, to consummate the Exchange contemplated hereunder that the
other party’s representations and warranties contained herein are true and correct on the Closing
Date with the same effect as though made on such date, unless waived in writing by the party to
whom such representations and warranties are made.
1.6. At or before the Closing, the Investor shall deliver or cause to be delivered
to Xxxxxxxxx Law Firm, as counsel to the Company, (i) the executed Agreement and (ii) other
items required to effectuate the Exchange.
2.
Representations and Warranties of the Company. The Company hereby
represents and warrants to the Investor that:
2.1. Concerning the Debenture. Except as listed on Schedule 2.1, there are
no preemptive rights of any person or entity, rights of first refusal, participation rights, or other
rights to acquire the Debenture.
2.2. Organization, Good Standing and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws of the State of
Nevada. The Company is duly qualified to transact business and is in good standing in each
jurisdiction in which the failure to so qualify would have a Material Adverse Effect (as defined
below) on its business or properties. As used in this Agreement, “Material Adverse Effect”
means any material adverse effect on the business, properties, assets, liabilities, operations,
results of operations, condition (financial or otherwise) or prospects of the Company and its
Subsidiaries, if any, individually or taken as a whole, or on the transactions contemplated hereby
or on the Exchange (as defined below) or by the agreements and instruments to be entered into
(or entered into) in connection herewith or therewith, or on the authority or ability of the
Company to perform its obligations under this Agreement or the Exchange.
2.3. Authorization. All corporate action on the part of the Company, its
officers, directors and stockholders necessary for the authorization, execution and delivery of this
Agreement and the performance of all obligations of the Company hereunder and thereunder,
and the authorization of the Exchange, the issuance (and reservation for issuance) of the
Debenture have been taken on or prior to the date hereof.
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2.4. Valid Issuance of the Debenture. The Debenture when issued and
delivered in accordance with the terms of this Agreement, for the consideration expressed herein,
and the Common Stock when issued in accordance with the terms of the Debenture, for the
consideration expressed therein, will be duly and validly issued, fully paid and non-assessable.
Upon conversion of the Debenture, the Common Stock shall be freely tradable and may be sold
under Rule 144 subject to the Company having filed all applicable Form 10-Qs and the required
Form 10-K. The Company agrees to take all actions, including, without limitation, the issuance
by its legal counsel of any necessary legal opinions, necessary to issue unrestricted Common
Stock pursuant to Section 3(a)(9) of the Securities Act and Rule 144 thereunder in connection
with which Common Stock issued upon conversion of the Debenture issued in exchange for the
Debenture, the Common Stock will be freely tradable without restriction and not containing any
restrictive legend without the need for any action by the Investor other than as required by Rule
144(i) and execution of the applicable representation letters. Within 60 days of the Closing, the
Company shall have reserved from its duly authorized capital stock not less than 700% of the
maximum number of shares of Common Stock issuable upon conversion of the Debenture.
2.5. Compliance With Laws. The Company has not violated any law or any
governmental regulation or requirement which violation has had or would reasonably be
expected to have a Material Adverse Effect, and the Company has not received written notice of
any such violation.
2.6. Consents; Waivers. No consent, waiver, approval or authority of any
nature, or other formal action, by any Person, not already obtained, is required in connection
with the execution and delivery of this Agreement by the Company or the consummation by the
Company of the transactions provided for herein and therein.
2.7. Acknowledgment Regarding Investor’s Purchase of Debenture. The
Company acknowledges and agrees that the Investor is acting solely in the capacity of arm’s
length purchaser with respect to this Agreement and Exchange and the transactions contemplated
hereby and thereby and that the Investor is not (i) an officer or director of the Company, (ii) an
“affiliate” of the Company (as defined in Rule 144 promulgated under the Securities Act), or (iii)
to the knowledge of the Company, a “beneficial owner” of 10% or more of the shares of
Common Stock (as defined for purposes of Rule 13d-3 under the Securities Exchange Act of
1934(the “Exchange Act”). The Company further acknowledges that the Investor is not acting as
a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the
Exchange and the transactions contemplated hereby and thereby, and any advice given by the
Investor or any of its representatives or agents in connection with the Exchange and the
transactions contemplated hereby and thereby is merely incidental to the Investor’s acceptance of
the Debenture. The Company further represents to the Investor that the Company’s decision to
enter into the Exchange has been based solely on the independent evaluation by the Company
and its representatives.
2.8. Absence of Litigation. To the knowledge of the Company, there is no
action, suit, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the knowledge of the
Company, threatened against or affecting the Company, the Common Stock, the Notes, the
BN 35286565v1
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Debenture or any of the Company’s officers or directors in their capacities as such, other than
what is disclosed in the Company’s public filings.
2.9. Validity; Enforcement; No Conflicts. This Agreement has been duly and
validly authorized, executed and delivered on behalf of the Company and shall constitute the
legal, valid and binding obligations of the Company enforceable against the Company in
accordance with their respective terms, except as such enforceability may be limited by general
principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws relating to, or affecting generally, the enforcement of
applicable creditors’ rights and remedies. The execution, delivery and performance by the
Company of this Agreement and the consummation by the Company of the transactions
contemplated hereby and thereby will not (i) result in a violation of the organizational documents
of the Company or (ii) conflict with, or constitute a default (or an event which with notice or
lapse of time or both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the
Company is a party or by which it is bound, or (iii) result in a violation of any law, rule,
regulation, order, judgment or decree (including federal and state securities or “blue sky” laws)
applicable to the Company, except in the case of clause (ii) above, for such conflicts, defaults or
rights which would not, individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect.
2.10. Authorized Capital. Schedule 2.10 sets forth all capital stock and
derivative securities of the Company that are authorized for issuance and that are issued and
outstanding. All issued and outstanding shares of Common Stock have been duly authorized and
validly issued and are fully paid and nonassessable. The Company has sufficient authorized and
unissued shares of Common Stock as may be necessary to effect the issuance of the shares
issuable upon conversion of the Debenture (the “Shares”), assuming the prior issuance and
exercise, exchange or conversion, as the case may be, of all derivative securities authorized, as
indicated in Schedule 2.10, (subject to a 60 day grace from Closing).
2.11. Disclosure. The Company confirms that neither it nor any other person
acting on its behalf has provided the Investor or its agents or counsel with any information that
constitutes or could reasonably be expected to constitute material, nonpublic information. The
Company understands and confirms that the Investor will rely on the foregoing representations in
effecting transactions in securities of the Company.
2.12. Except as listed on Schedule 2.12 hereto, the Company does not have any
indebtedness other than Permitted Liens. “Permitted Liens” shall have the same meaning as in
the Debenture.
3.
Representations and Warranties of the Investor. The Investor hereby represents,
warrants and covenants that:
3.1. Authorization. The Investor has full power and authority to enter into this
Agreement, to perform its obligations hereunder and to consummate the transactions
contemplated hereby and has taken all action necessary to authorize the execution and delivery
BN 35286565v1
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of this Agreement, the performance of its obligations hereunder and the consummation of the
transactions contemplated hereby.
3.2. Accredited Investor Status; Investment Experience. The Investor is an
“accredited investor” as that term is defined in Rule 501(a) of Regulation D. The Investor can
bear the economic risk of its investment in the Debenture, and has such knowledge and
experience in financial and business matters that it is capable of evaluating the merits and risks
of an investment in the Debenture.
3.3. No Governmental Review. The Investor understands that no United States
federal or state agency or any other government or governmental agency has passed on or made
any recommendation or endorsement of the Debenture or the fairness or suitability of the
investment in the Debenture nor have such authorities passed upon or endorsed the merits of the
offering of the Debenture
3.4. Validity; Enforcement; No Conflicts. This Agreement has been duly and
validly authorized, executed and delivered on behalf of the Investor and shall constitute the legal,
valid and binding obligations of the Investor enforceable against the Investor in accordance with
their respective terms, except as such enforceability may be limited by general principles of
equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other
similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights
and remedies.
3.5. Ownership of Securities. The Investor owns and holds, beneficially and of
record, the entire right, title, and interest in and to the Notes free and clear of all rights and liens
(other than pledges or security interests (x) arising by operation of applicable securities laws and
(y) that the Investor may have created in favor of a prime broker under and in accordance with its
prime brokerage agreement with such broker). The Investor has full power and authority to
transfer and dispose of the Notes to the Company free and clear of any right or lien. Other than
the transactions contemplated by this Agreement, there is no outstanding, plan, pending proposal,
or other right of any Person to acquire all or any part of the Notes or any shares of Common
Stock issuable upon conversion of the Debenture.
4.
Additional Covenants
4.1. Disclosure. The Company shall, on or before 8:30 a.m., New York New
York time, within four business days after the date of this Agreement, file with the Securities and
Exchange Commission a Current Report on Form 8-K disclosing all material terms of the
transactions contemplated hereby and attaching the form of this Agreement and the Debenture as
exhibits thereto (collectively with all exhibits attached thereto, the “8-K Filing”). From and after
the issuance of the 8-K Filing the Investor shall not be in possession of any material, nonpublic
information received from the Company or any of its Subsidiaries or any of their respective
officers, directors, employees, affiliates or agents, that is not disclosed in the 8-K Filing. The
Company shall not, and shall cause its officers, directors, employees, affiliates and agents, not to,
provide the Investor with any material, nonpublic information regarding the Company from and
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after the filing of the 8-K Filing without the express written consent of the Investor. To the
extent that the Company delivers any material, non-public information to the Investor without
the Investor’s express prior written consent, the Company hereby covenants and agrees that the
Investor shall not have any duty of confidentiality to the Company, any of its subsidiaries or any
of their respective officers, directors, employees, affiliates or agent with respect to, or a duty to
the Company, any of its subsidiaries or any of their respective officers, directors, employees,
affiliates or agent or not to trade on the basis of, such material, non-public information. The
Company shall not disclose the name of the Investor in any filing, announcement, release or
otherwise, unless such disclosure is required by law or regulation. In addition, effective upon the
filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or
similar obligations under any agreement, whether written or oral, between the Company, any of
its subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on
the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate and be of
no further force or effect. The Company understands and confirms that the Investor will rely on
the foregoing representations in effecting transactions in securities of the Company.
4.2. Holding Period. For the purposes of Section 3(a)(9) and Rule 144 of the
Securities Act, the Company acknowledges that (i) the holding period of the Notes may be
tacked onto the holding period of the Debenture as long as no payment is made in connection
with any conversion, and (ii) the holding period of the Debenture may be tacked onto the holding
period of the Shares, and the Company agrees not to take a position contrary to this Section 4.2.
4.3. Blue Sky. The Company shall make all filings and reports relating to the
Exchange required by Regulation D under the Securities Act and under applicable securities or
“Blue Sky” laws of the states of the United States following the date hereof.
4.4. Fees and Expenses. Except as otherwise set forth above, each party to this
Agreement shall pay the fees and expenses of its advisers, counsel, accountants and other
experts, if any, and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement.
5.
Miscellaneous
5.1. Successors and Assigns. Except as otherwise provided herein, the terms
and conditions of this Agreement shall inure to the benefit of and be binding upon the parties
hereto and the respective successors and assigns of the parties. Nothing in this Agreement,
express or implied, is intended to confer upon any party, other than the parties hereto or their
respective successors and assigns, any rights, remedies, obligations or liabilities under or by
reason of this Agreement, except as expressly provided in this Agreement.
5.2. Governing Law; Exclusive Jurisdiction. All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New York, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of New York. Each
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party hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts sitting
in New York County, New York, 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 of the parties hereby waives any objection to such exclusive jurisdiction and that
such courts represent an inconvenient forum.
5.3. Notices. All notices, offers, acceptance and any other acts under this
Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to
the addressees in person, by FedEx or similar overnight next business day delivery, or by email
followed by overnight next business day delivery, to the address as provided for on the signature
page to this agreement.
5.4. Amendments and Waivers. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the written consent of the
Company and the Investor.
5.5. Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from this Agreement and
the balance of the Agreement shall be interpreted as if such provision were so excluded and shall
be enforceable in accordance with its terms so long as this Agreement as so modified continues
to express, without material change, the original intentions of the parties as to the subject matter
hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question
does not substantially impair the respective expectations or reciprocal obligations of the parties
or the practical realization of the benefits that would otherwise be conferred upon the parties.
The parties will endeavor in good faith negotiations to replace the prohibited, invalid or
unenforceable provision(s) with a valid provision(s), the effect of which comes as close as
possible to that of the prohibited, invalid or unenforceable provision(s).
5.6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
5.7. Survival. The representations, warranties and covenants of the Company
and the Investor contained herein shall survive the Closing and delivery of the Debenture
[SIGNATURES ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and delivered as of the date provided above.
COMPANY:
PARALLAX HEALTH SCIENCES, INC.
By: ______________________________________
Name: Xxxx Xxxxx
Title: Chief Executive Officer
BN 35286565v1
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and delivered as of the date provided above.
INVESTOR:
Digital Power Lending, LLC
By: Xxxxxxx Xxxxxxx
Its: President
By: ________________________________
Name: Xxxxxxx Xxxxxxx
Title: President
Address for Notices:
________________________
________________________
________________________
Email: ___________________
SSN#: ___________________
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EXHIBIT A
Debenture
[See attached]
BN 35286565v1
Schedule I
Note
Issuance Date
Amount
Amount of
Debenture
Convertible Note April 24, 2018
$150,000.00
$190,336.98
Convertible Note June 14, 2018
$ 25,000.00
$ 31,303.98
BN 35286565v1
Schedule 2.12
Lien Holder
Issuance Date
Principal
Amount of Interest/Penalties
Amount
As of 9-30-18
Xxxxxx Xxxxxxx*
August 14, 2015 $20,550,000
$2,278,281
Internal Revenue Service*
Pending
$ 658,921
$ 298,908
State of California, EDD*
January 29, 2018 $ 125,399
$ 65,583
*Related to RoxSan Pharmacy, Inc. subsidiary
BN 35286565v1
