COMMON STOCK PURCHASE WARRANT

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS

EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE

COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN

EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE

“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT

PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR

PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,

THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH

APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE

UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE

MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

PARALLAX HEALTH SCIENCES, INC.

Warrant Shares: 300,000

Issue Date: April 8, 2019

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value

received, EMA Financial, LLC, a Delaware limited liability company (the “Holder”), is entitled, upon the

terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or

after the Issue Date (as defined above) and on or prior to the close of business on the fifth (5^th) anniversary of

the Issue Date (the “Expiration Date”) but not thereafter, to subscribe for and purchase from PARALLAX

HEALTH SCIENCES, INC., a Nevada corporation (the “Company”), up to 300,000 shares (the “Warrant

Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of

this Warrant) of Common Stock. The purchase price of one share of Common Stock under this Warrant

shall be equal to the Exercise Price, as defined in Section 2(b), subject to adjustment herein. This Warrant is

issued by the Company as of the date hereof in connection with that certain securities purchase agreement

dated April 8, 2019 by and among the Company and the Holder.

Section 1.

Definitions. Capitalized terms used and not otherwise defined herein shall have the

meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated on or

about the date hereof, among the Company and the Holder, among others, pursuant to which this Warrant is

being issued.

Section 2.

Exercise.

Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may

be made, in whole or in part, at any time and from time to time on or after the Issue Date and on or

before the Expiration

Date by delivery to the Company (or such other office or agency of the Company as it

may designate by notice in writing to the registered Holder at the address of the Holder appearing on

the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form

annexed hereto (“Notice of Exercise”) (which delivery may be made in any manner set forth in the

Purchase Agreement, including without limitation by email); and, within three (3) Trading Days of

the date said Notice of Exercise is delivered to the Company, the Company shall have received

payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s

check drawn on a United States bank, unless payment is being made by cashless exercise as provided

in Section 2(c) below. Notwithstanding anything herein to the contrary, the Holder shall not be

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required to physically surrender this Warrant to the Company until the Holder has purchased all of

the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case the

Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of

the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant

resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall

have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an

amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company

shall maintain records showing the number of Warrant Xxxxxx purchased and the date of such

purchases. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that,

by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant

Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time

may be less than the amount stated on the face hereof.

Exercise Price. The exercise price per share of the Common Stock under this Warrant

shall be $0.15 subject to adjustment hereunder (the “Exercise Price”).

Cashless Exercise. In the event that the shares underlying this Warrant are not

registered for resale with the Securities and Exchange Commission under an effective registration

statement with a current prospectus, then this Warrant may also be exercised by means of a “cashless

exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant

Shares equal to the quotient obtained by dividing [(A-B) (X)] by (B), where:

(A) = the Market Price (as defined below);

(B) = the Exercise Price of this Warrant (as adjusted); and

(X) = the number of Warrant Shares issuable upon exercise of this Warrant in accordance

with the terms of this Warrant by means of a cash exercise rather than a cashless

exercise.

“Market Price” shall mean the closing sale price per share of Common Stock on the principal

market where the Common Stock is traded on the Trading Day immediately preceding delivery of the

Notice of Exercise or the Closing Date, whichever is greater. Notwithstanding anything herein to the

contrary, on the Expiration Date, this Warrant shall be automatically exercised via cashless exercise

pursuant to this Section 2(c).

Holder’s Restrictions. The Company shall not effect any exercise of this Warrant, and

a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or

otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the

applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other person

or entity acting as a group together with the Holder or any of the Holder’s Affiliates), would

beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes

of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder

and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this

Warrant with respect to which such determination is being made, but shall exclude the number of

shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised

portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (B) exercise or

conversion of the unexercised or nonconverted portion of any other securities of the Company

(including, without limitation, any rights or securities convertible into or exercisable for Common

Stock (“Common Stock Equivalents”)) subject to a limitation on conversion or exercise analogous to

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the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as

set forth in the preceding sentence, for purposes of this Section 2(d), beneficial ownership shall be

calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations

promulgated thereunder. To the extent that the limitation contained in this Section 2(d) applies, the

determination of whether this Warrant is exercisable (in relation to other securities owned by the

Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the

sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the

Xxxxxx’s determination of whether this Warrant is exercisable (in relation to other securities owned

by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in

each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation

to verify or confirm the accuracy of such determination. In addition, a determination as to any group

status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange

Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(d), in

determining the number of outstanding shares of Common Stock, a Holder may rely on the number of

outstanding shares of Common Stock as reflected in (x) the Company’s most recent periodic or

annual report, as the case may be, (y) a more recent public announcement by the Company or (z) any

other notice by the Company or the Company’s Transfer Agent setting forth the number of shares of

Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within

two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock

then outstanding. In any case, the number of outstanding shares of Common Stock shall be

determined after giving effect to the conversion or exercise of securities of the Company, including

this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding

shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.9% of the

number of shares of the Common Stock outstanding immediately after giving effect to the issuance of

shares of Common Stock issuable upon exercise of this Warrant. By written notice to the Company,

the Holder may at any time and from time to time increase or decrease the Beneficial Ownership

Limitation to any other percentage specified in such notice (or specify that the Beneficial Ownership

Limitation shall no longer be applicable), provided, however, that (A) any such increase (or

inapplicability) shall not be effective until the sixty-first (61st) day after such notice is delivered to

the Company, and (B) any such increase or decrease shall apply only to the Holder and not to any

other holder of Warrants. The provisions of this paragraph shall be construed and implemented in a

manner otherwise than in strict conformity with the terms of this Section 2(d) to correct this

paragraph (or any portion hereof) which may be defective or inconsistent with the intended

Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or

desirable to properly give effect to such limitation. The limitations contained in this paragraph shall

apply to a successor holder of this Warrant.

Mechanics of Exercise.

i. Delivery of Certificates Upon Exercise. Certificates for shares purchased

hereunder shall be transmitted by the transfer agent of the Company to the Holder by

crediting the account of the Holder’s prime broker with the Depository Trust

Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if

the Company is a participant in such system and either (x) there is an effective

registration statement permitting the resale of the Warrant Shares by the Holder, or (y)

such shares may be sold pursuant to Rule 144, and otherwise by physical delivery to

the address specified by the Holder in the Notice of Exercise, within 3 Trading Days

from the delivery to the Company of the Notice of Exercise Form, surrender of this

Warrant (if required) and payment of the aggregate Exercise Price as set forth above

(“Warrant Share Delivery Date”). This Warrant shall be deemed to have been

Warrant – PRLX, T2, 2019-04-08

exercised on the date the Exercise Price is received by the Company. The Warrant

Shares shall be deemed to have been issued, and Holder or any other person so

designated to be named therein shall be deemed to have become a holder of record of

such shares for all purposes, as of the date the Warrant has been exercised by payment

to the Company of the Exercise Price (or by cashless exercise) and all taxes required

to be paid by the Holder, if any, pursuant to Section 2(e)(vi) prior to the issuance of

such shares, have been paid. If the Company fails for any reason to deliver to the

Holder the Warrant Shares or certificates evidencing the Warrant Shares subject to a

Notice of Exercise by the Warrant Share Delivery Date the Company shall pay to the

Holder, in cash, as liquidated damages and not as a penalty, $1,000.00 per Trading

Day (increasing to $2,000.00 per Trading Day on the fifth Trading Day after such

liquidated damages begin to accrue) for each Trading Day after such Warrant Share

Delivery Date until such shares or certificates are delivered.

ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been

exercised in part, the Company shall, at the request of a Holder and upon surrender of

this Warrant certificate, at the time of delivery of the certificate or certificates

representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of

Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which

new Warrant shall in all other respects be identical with this Warrant.

iii. Rescission Rights. If the Company fails to cause its transfer agent to

transmit to the Holder a certificate or certificates representing the Warrant Shares (or

otherwise transmit such shares via DWAC to the Holders DTC account) pursuant to

this Section 2(e) by the Warrant Share Delivery Date, then the Holder will have the

right to rescind such exercise.

iv. Compensation for Buy-In on Failure to Timely Deliver Certificates Upon

Exercise. In addition to any other rights available to the Holder, if the Company fails

to cause its transfer agent to transmit to the Holder a certificate or certificates

representing the Warrant Shares (or otherwise transmit such shares via DWAC to the

Holders DTC account) pursuant to an exercise on or before the Warrant Share

Delivery Date and if after such date the Holder is required by its broker to purchase (in

an open market transaction or otherwise) or the Holder’s brokerage firm otherwise

purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder

of the Warrant Shares which the Holder anticipated receiving upon such exercise (a

“Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which

(x) the Holder’s total purchase price (including brokerage commissions, if any) for the

shares of Common Stock so purchased exceeds (y) the amount obtained by

multiplying (A) the number of Warrant Shares that the Company was required to

deliver to the Holder in connection with the exercise at issue times (B) the price at

which the sell order giving rise to such purchase obligation was executed, and (2) at

the option of the Holder, either reinstate the portion of the Warrant and equivalent

number of Warrant Shares for which such exercise was not honored or deliver to the

Holder the number of shares of Common Stock that would have been issued had the

Company timely complied with its exercise and delivery obligations hereunder. For

example, if the Holder purchases Common Stock having a total purchase price of

$11,000.00 to cover a Buy-In with respect to an attempted exercise of shares of

Common Stock with an aggregate sale price giving rise to such purchase obligation of

$10,000.00, under clause (1) of the immediately preceding sentence the Company

Warrant – PRLX, T2, 2019-04-08

shall be required to pay the Holder $1,000.00. The Holder shall provide the Company

written notice indicating the amounts payable to the Holder in respect of the Buy-In

and, upon request of the Company, evidence of the amount of such loss. Nothing

herein shall limit a Holder’s right to pursue any other remedies available to it

hereunder, at law or in equity including, without limitation, a decree of specific

performance and/or injunctive relief with respect to the Company’s failure to timely

deliver the Warrant Shares or certificates representing shares of Common Stock upon

exercise of the Warrant as required pursuant to the terms hereof.

v. No Fractional Shares or Scrip. No fractional shares or scrip representing

fractional shares shall be issued upon the exercise of this Warrant. As to any fraction

of a share which Xxxxxx would otherwise be entitled to purchase upon such exercise,

the Company shall at its election, either pay a cash adjustment in respect of such final

fraction in an amount equal to such fraction multiplied by the Exercise Price or round

up to the next whole share.

vi. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares

shall be made without charge to the Holder for any issue or transfer tax or other

incidental expense in respect of the issuance of such certificate, all of which taxes and

expenses shall be paid by the Company, and such certificates shall be issued in the

name of the Holder or in such name or names as may be directed by the Holder;

provided, however, that in the event certificates for Warrant Shares are to be issued in

a name other than the name of the Holder, this Warrant when surrendered for exercise

shall be accompanied by the Assignment Form attached hereto duly executed by the

Holder; and the Company may require, as a condition thereto, the payment of a sum

sufficient to reimburse it for any transfer tax incidental thereto.

Section 3.

Certain Adjustments.

Stock Dividends and Splits. If the Company, at any time while this Warrant is

outstanding: (A) pays a stock dividend or otherwise make a distribution or distributions on shares of

its Common Stock or any other equity or equity equivalent securities payable in shares of Common

Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the

Company upon exercise of this Warrant), (B) subdivides outstanding shares of Common Stock into a

larger number of shares, (C) combines (including by way of reverse stock split) outstanding shares of

Common Stock into a smaller number of shares, or (D) issues by reclassification of shares of the

Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall

be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock

outstanding immediately before such event and of which the denominator shall be the number of

shares of Common Stock outstanding immediately after such event and the number of shares issuable

upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price

of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall

become effective immediately after the record date for the determination of stockholders entitled to

receive such dividend or distribution and shall become effective immediately after the effective date

in the case of a subdivision, combination or re-classification.

Subsequent Equity Sales. Except for Dilutive Issuances (as defined below) issued to

Company employees, and members of the Company’s board of directors if the Company or any

Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any

option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce

any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities

Warrant – PRLX, T2, 2019-04-08

entitling any Person to acquire shares of Common Stock (upon conversion, exercise or otherwise), at

an effective price per share less than the then Exercise Price (such lower price, the “Base Share

Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or

Common Stock Equivalents so issued shall at any time, whether by operation of purchase price

adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to

warrants, options or rights per share which are issued in connection with such issuance, be entitled to

receive shares of Common Stock at an effective price per share which is less than the Exercise Price,

such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the

Dilutive Issuance), then the Exercise Price shall be reduced and only reduced to equal the Base Share

Price, and the number of Warrant Shares issuable hereunder shall be increased such that the

aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise

Price, shall be equal to the aggregate Exercise Price prior to such adjustment. Such adjustment shall

be made whenever such Common Stock or Common Stock Equivalents are issued. The Company

shall notify the Holder in writing, no later than the Trading Day following the issuance of any

Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the

applicable issuance price, or applicable reset price, exchange price, conversion price and other

pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or

not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the

occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to

receive a number of Warrant Shares based upon the Base Share Price regardless of whether the

Holder accurately refers to the Base Share Price in the Notice of Exercise.

Subsequent Rights Offerings. If the Company, at any time while the Warrant is

outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to

Holders) entitling them to subscribe for or purchase shares of Common Stock at a price per share less

than the closing price at the record date mentioned below, then the Exercise Price shall be multiplied

by a fraction, of which the denominator shall be the number of shares of the Common Stock

outstanding on the date of issuance of such rights or warrants plus the number of additional shares of

Common Stock offered for subscription or purchase, and of which the numerator shall be the number

of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the

number of shares which the aggregate offering price of the total number of shares issued (assuming

receipt by the Company in full of all consideration payable upon exercise of such rights, options or

warrants) would purchase at such closing price. Such adjustment shall be made whenever such rights

or warrants are issued, and shall become effective immediately after the record date for the

determination of stockholders entitled to receive such rights, options or warrants.

Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding,

shall distribute to all holders of Common Stock (and not to Holders of the Warrants) evidences of its

indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or

purchase any security other than the Common Stock (which shall be subject to Section 3(b)), then in

each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect

immediately prior to the record date fixed for determination of stockholders entitled to receive such

distribution by a fraction of which the denominator shall be the closing price determined as of the

record date mentioned above, and of which the numerator shall be such closing price on such record

date less the then per share fair market value at such record date of the portion of such assets or

evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as

determined by the Board of Directors in good faith. In either case the adjustments shall be described

in a statement provided to the Holder of the portion of assets or evidences of indebtedness so

distributed or such subscription rights applicable to one share of Common Stock. Such adjustment

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shall be made whenever any such distribution is made and shall become effective immediately after

the record date mentioned above.

Fundamental Transaction. If, at any time while this Warrant is outstanding, (A) the

Company effects any merger or consolidation of the Company with or into another Person, (B) the

Company effects any sale of all or substantially all of its assets in one or a series of related

transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is

completed pursuant to which holders of Common Stock are permitted to tender or exchange their

shares for other securities, cash or property, or (D) the Company effects any reclassification of the

Common Stock or any compulsory share exchange pursuant to which the Common Stock is

effectively converted into or exchanged for other securities, cash or property (each “Fundamental

Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to

receive, for each Warrant Share that would have been issuable upon such exercise immediately prior

to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the

successor or acquiring corporation or of the Company, if it is the surviving corporation, and any

additional consideration (the “Alternate Consideration”) receivable as a result of such merger,

consolidation or disposition of assets by a holder of the number of shares of Common Stock for

which this Warrant is exercisable immediately prior to such event. For purposes of any such exercise,

the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate

Consideration based on the amount of Alternate Consideration issuable in respect of one share of

Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise

Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any

different components of the Alternate Consideration. If holders of Common Stock are given any

choice as to the securities, cash or property to be received in a Fundamental Transaction, then the

Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise

of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the

foregoing provisions, any successor to the Company or surviving entity in such Fundamental

Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and

evidencing the Holder’s right to exercise such warrant into Alternate Consideration. The terms of any

agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any

such successor or surviving entity to comply with the provisions of this Section 3(e) and insuring that

this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent

transaction analogous to a Fundamental Transaction. Notwithstanding anything to the contrary, in the

event of a Fundamental Transaction that is (1) an all cash transaction, (2) a “Rule 13e-3 transaction”

as defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended, or (3) a

Fundamental Transaction involving a person or entity not traded on a national securities exchange,

the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, the

Company or any successor entity shall pay at the Holder’s option, exercisable at any time

concurrently with or within 30 days after the consummation of the Fundamental Transaction, an

amount of cash equal to the value of this Warrant as determined in accordance with the Black Scholes

Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per share

of Common Stock equal to the closing price of the Common Stock for the Trading Day immediately

preceding the date of consummation of the applicable Fundamental Transaction, (ii) a risk-free

interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this

Warrant as of the date of consummation of the applicable Fundamental Transaction and (iii) an

expected volatility equal to the 100 day volatility obtained from the “HVT” function on Bloomberg

L.P. determined as of the Trading Day immediately following the public announcement of the

applicable Fundamental Transaction.

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Calculations. All calculations under this Section 3 shall be made to the nearest two

decimal places or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3,

the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall

be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and

outstanding.

Notice to Holder.

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted

pursuant to any provision of this Section 3, the Company shall promptly mail to the

Holder a notice setting forth the Exercise Price after such adjustment and setting forth

a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Exercise by Xxxxxx. If (A) the Company shall declare a

dividend (or any other distribution in whatever form) on the Common Stock; (B) the

Company shall declare a special nonrecurring cash dividend on or a redemption of the

Common Stock; (C) the Company shall authorize the granting to all holders of the

Common Stock rights or warrants to subscribe for or purchase any shares of capital

stock of any class or of any rights; (D) the approval of any stockholders of the

Company shall be required in connection with any reclassification of the Common

Stock, any consolidation or merger to which the Company is a party, any sale or

transfer of all or substantially all of the assets of the Company, of any compulsory

share exchange whereby the Common Stock is converted into other securities, cash or

property; (E) the Company shall authorize the voluntary or involuntary dissolution,

liquidation or winding up of the affairs of the Company; then, in each case, the

Company shall cause to be mailed to the Holder at its last address as it shall appear

upon the Warrant Register of the Company, at least 7 business days prior to the

applicable record or effective date hereinafter specified, a notice stating (x) the date on

which a record is to be taken for the purpose of such dividend, distribution,

redemption, rights or warrants, or if a record is not to be taken, the date as of which

the holders of the Common Stock of record to be entitled to such dividend,

distributions, redemption, rights or warrants are to be determined or (y) the date on

which such reclassification, consolidation, merger, sale, transfer or share exchange is

expected to become effective or close, and the date as of which it is expected that

holders of the Common Stock of record shall be entitled to exchange their shares of

the Common Stock for securities, cash or other property deliverable upon such

reclassification, consolidation, merger, sale, transfer or share exchange; provided that

the failure to mail such notice or any defect therein or in the mailing thereof shall not

affect the validity of the corporate action required to be specified in such notice. The

Holder is entitled to exercise this Warrant during the period commencing on the date

of such notice to the effective date of the event triggering such notice.

Section 4.

Transfer of Warrant.

Transferability. Subject to compliance with any applicable securities laws and the

conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase

Agreement, this Warrant and all rights hereunder (including, without limitation, any registration

rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of

the Company or its designated agent, together with a written assignment of this Warrant substantially

in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient

to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if

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required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the

name of the assignee or assignees and in the denomination or denominations specified in such

instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this

Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly

assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new

Warrant issued.

New Warrants. This Warrant may be divided or combined with other Warrants upon

presentation hereof at the aforesaid office of the Company, together with a written notice specifying

the names and denominations in which new Warrants are to be issued, signed by the Holder or its

agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved

in such division or combination, the Company shall execute and deliver a new Warrant or Warrants

in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall be

identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

Warrant Register. The Company shall register this Warrant, upon records to be

maintained by the Company for that purpose (the “Warrant Register”), in the name of the record

Holder hereof from time to time. The Company may deem and treat the registered Holder of this

Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the

Holder, and for all other purposes, absent actual notice to the contrary.

Transfer Restrictions. If, at the time of the surrender of this Warrant in connection

with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an

effective registration statement under the Securities Act and under applicable state securities or blue

sky laws or eligible for resale under Rule 144, the Company may require, as a condition of allowing

such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the

provisions of Section 5.7 of the Purchase Agreement.

Section 5.

Miscellaneous.

No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to

any voting rights or other rights as a shareholder of the Company prior to the exercise hereof as set

forth in Section 2(e)(i).

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon

receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or

mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss,

theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the

Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such

Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock

certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any

action or the expiration of any right required or granted herein shall not be a Business Day, then such

action may be taken or such right may be exercised on the next succeeding Business Day.

Authorized Shares.

The Company covenants that during the from the Issue Date herein it will

reserve from its authorized and unissued Common Stock, the number of shares of Common

Warrant – PRLX, T2, 2019-04-08

Stock equal to 700% of the total shares of Common Stock issuable upon the full exercise of

this Warrant (without regard to the beneficial ownership limitations contained herein). The

Company further covenants that its issuance of this Warrant shall constitute full authority to

its officers who are charged with the duty of executing stock certificates to execute and issue

the necessary certificates for the Warrant Shares upon the exercise of the purchase rights

under this Warrant. The Company will take all such reasonable action as may be necessary to

assure that such Warrant Shares may be issued as provided herein without violation of any

applicable law or regulation, or of any requirements of the trading market upon which the

Common Stock may be listed. The Company covenants that all Warrant Shares which may

be issued upon the exercise of the purchase rights represented by this Warrant will, upon

exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued,

fully paid and nonassessable and free from all taxes, liens and charges created by the

Company in respect of the issue thereof (other than taxes in respect of any transfer occurring

contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall

not by any action, including, without limitation, amending its certificate of incorporation or

through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale

of securities or any other voluntary action, avoid or seek to avoid the observance or

performance of any of the terms of this Warrant, but will at all times in good faith assist in the

carrying out of all such terms and in the taking of all such actions as may be necessary or

appropriate to protect the rights of Holder as set forth in this Warrant against impairment.

Without limiting the generality of the foregoing, the Company will (a) not increase the par

value of any Warrant Shares above the amount payable therefor upon such exercise

immediately prior to such increase in par value, (b) take all such action as may be necessary

or appropriate in order that the Company may validly and legally issue fully paid and

nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially

reasonable efforts to obtain all such authorizations, exemptions or consents from any public

regulatory body having jurisdiction thereof as may be necessary to enable the Company to

perform its obligations under this Warrant.

Jurisdiction. All questions concerning the construction, validity, enforcement and

interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase

Agreement.

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the

exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and

federal securities laws.

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any

right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice

Xxxxxx’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on

the Expiration Date. If the Company willfully and knowingly fails to comply with any provision of

this Warrant, which results in any material damages to the Holder, the Company shall pay to Holder

such amounts as shall be sufficient to cover any costs and expenses including, but not limited to,

reasonable attorneys’ fees, including those of appellate proceedings, incurred by Xxxxxx in collecting

any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies

hereunder.

Warrant – PRLX, T2, 2019-04-08

Notices. Any notice, request or other document required or permitted to be given or

delivered to the Holder by the Company shall be delivered in accordance with the notice provisions

of the Purchase Agreement.

Limitation of Liability. No provision hereof, in the absence of any affirmative action

by Xxxxxx to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the

rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any

Common Stock or as a stockholder of the Company, whether such liability is asserted by the

Company or by creditors of the Company.

Remedies. Xxxxxx, in addition to being entitled to exercise all rights granted by law,

including recovery of damages, will be entitled to specific performance of its rights under this

Warrant. The Company agrees that monetary damages would not be adequate compensation for any

loss incurred by reason of a breach by it of the provisions of this Warrant and xxxxxx agrees to waive

and not to assert the defense in any action for specific performance that a remedy at law would be

adequate.

Successors and Assigns. Subject to applicable securities laws, this Warrant and the

rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the

successors of the Company and the successors and permitted assigns of Holder. The provisions of

this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and

shall be enforceable by the Holder or holder of Warrant Shares.

Amendment. This Warrant may be modified or amended or the provisions hereof

waived with the written consent of the Company and the Holder.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in

such manner as to be effective and valid under applicable law, but if any provision of this Warrant

shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent

of such prohibition or invalidity, without invalidating the remainder of such provisions or the

remaining provisions of this Warrant.

Headings. The headings used in this Warrant are for the convenience of reference

only and shall not, for any purpose, be deemed a part of this Warrant.

Signatures. Any signature transmitted by facsimile, e-mail, or other electronic means

shall be deemed to be an original signature.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto

duly authorized as of the date first above indicated.

PARALLAX HEALTH SCIENCES, INC.

By:____

______________

Name: Xxxx X. Xxxxx

Title: CEO

Warrant – PRLX, T2, 2019-04-08

NOTICE OF EXERCISE

TO: PARALLAX HEALTH SCIENCES, INC.

RE: Warrant originally issued on or about April 8, 2019 to EMA Financial, LLC for 300,000 Warrant

Shares.

(1) The undersigned hereby elects to purchase _______________ Warrant Shares of the

Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith

payment of the exercise price in full, together with all applicable transfer taxes, if any. Total shares of

common stock to be issued:

(2) Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States; or

[ ] the cancellation of such number of Warrant Shares as is necessary, in accordance

with the formula set forth in subsection 2(c), to exercise this Warrant with respect to

the maximum number of Warrant Shares purchasable pursuant to the cashless exercise

procedure set forth in subsection 2(c).

(3) Please issue a certificate or certificates representing said Warrant Shares in the name of

the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a

certificate to:

_______________________________

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in

Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Warrant Holder: ________________________________________________________________________

Signature of Authorized Signatory of Warrant Holder: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

Warrant – PRLX, T2, 2019-04-08

ASSIGNMENT FORM

(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all

rights evidenced thereby are hereby assigned to

_______________________________________________ whose address is

_______________________________________________________________.

_______________________________________________________________

Dated: ______________, _______

Holder’s Signature: _____________________________

Holder’s Address:

_____________________________

Signature Guaranteed: ___________________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of

the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank

or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity

should file proper evidence of authority to assign the foregoing Warrant.

Warrant – PRLX, T2, 2019-04-08

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COMMON STOCK PURCHASE WARRANT

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