SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of

November 14, 2018, is entered into by and between PARALLAX HEALTH SCIENCES, INC., a

Nevada corporation, (the “Company”) and PEAK ONE OPPORTUNITY FUND, L.P., a

Delaware limited partnership (the “Buyer”).

WITNESSETH:

WHEREAS, the Company and the Buyer are executing and delivering this Agreement in

accordance with and in reliance upon the exemption from securities registration afforded, inter

alia, by Rule 506 under Regulation D (“Regulation D”) as promulgated by the United States

Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended

(the “1933 Act”), and/or Section 4(2) of the 1933 Act; and

WHEREAS, the Buyer wishes to purchase from the Company, and the Company wishes

to sell the Buyer, upon the terms and subject to the conditions of this Agreement, securities

consisting of the Company’s Convertible Debentures due three years from the respective dates of

issuance (the “Debentures”), each of which are in the form of Exhibit A hereto, which will be

convertible into shares of the Company’s common stock, par value $0.001 per share (the

“Common Stock”), in the aggregate principal amount of up to Two Hundred Eighty Seven

Thousand Five Hundred and 00/100 Dollars ($287,500.00), for an aggregate Purchase Price of

up to Two Hundred Fifty Eight Thousand Seven Hundred Fifty and 00/100 Dollars

($258,750.00), as well as that certain Warrant (as defined herein), all upon the terms and subject

to the conditions of this Agreement, the Debentures, and other related documents;

NOW THEREFORE, in consideration of the premises and the mutual covenants

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

are hereby acknowledged, the parties agree as follows:

DEFINITIONS; AGREEMENT TO PURCHASE.

Certain Definitions. As used herein, each of the following terms has the

meaning set forth below, unless the context otherwise requires:

(i)

“Affiliate” means, with respect to a specific Person referred to in the

relevant provision, another Person who or which controls or is controlled by or is under common

control with such specified Person.

(ii)

“Certificates” means certificates representing the Conversion Shares

issuable hereunder, each duly executed on behalf of the Company and issued hereunder.

(iii) “Closing Date” means the date on which one of the two (2) Closings are

held, which are the Signing Closing Date and the Second Closing Date.

(iv)

[Reserved]

(v)

“Commitment Fee” shall have the meaning ascribed to such term in

Section 12(a).

(vi)

“Common Stock” shall have the meaning ascribed to such term in the

Recitals.

(vii) “Conversion Amount” shall mean the Conversion Amount as defined in

the Debentures, provided, however that for purposes of the foregoing calculation, the full

indebtedness under the Debentures shall be deemed immediately convertible, notwithstanding

the 4.99% limitation on ownership set forth in the Debentures.

(viii) “Conversion Price” means the Conversion Price as defined in the

Debentures.

(ix)

“Conversion Shares” means the shares of Common Stock issuable upon

conversion of the Debentures.

(x)

“DWAC Operational” means that the Common Stock is eligible for

clearing through the Depository Trust Company (“DTC”) via the DTC’s Deposit Withdrawal

Agent Commission or “DWAC” system and active and in good standing for DWAC issuance by

the Transfer Agent (as defined herein).

(xi)

“Dollars” or “$” means United States Dollars.

(xii) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(xiii) “Investments” means Peak One Investments, LLC, the general partner of

the Buyer.

(xiv) “Irrevocable Resolutions” has the meaning set forth in Section 8(i).

(xv) “Market Price of the Common Stock” means (x) the lowest traded price of

the Common Stock for the period indicated in the relevant provision hereof (unless a different

relevant period is specified in the relevant provision), as reported by Bloomberg, LP or, if not so

reported, as reported on the OTCQB, OTCQX or OTC Pink or (y) if the Common Stock is listed

on a stock exchange, the closing price on such exchange, as reported by Bloomberg LP.

(xvi) “Material Adverse Effect” means a material adverse effect on the

business, operations or condition (financial or otherwise) or results of operation of the Company

and its Subsidiaries taken as a whole, in the reasonable commercial discretion of the Buyer,

irrespective of any finding of fault, magnitude of liability (or lack of financial liability). Without

limiting the generality of the foregoing, the occurrence of any of the following, in the reasonable

commercial discretion of the Buyer, shall be considered a Material Adverse Effect: (i) any final

money, judgment, writ or warrant of attachment, or similar process (including an arbitral

determination) in excess of Fifty Thousand Dollars ($50,000) shall be entered or filed against the

Company or any of its Subsidiaries (including, in any event, products liability claims against the

Company or its Subsidiaries) other than what is previously disclosed in public filings, (ii) the

suspension or withdrawal of any governmental authority or permit pertaining to a material

amount of the Company’s or any Subsidiary’s products or services, (iii) the loss of any material

insurance coverage (including, in any case, comprehensive general liability coverage, products

liability coverage or directors and officers coverage, in each case in effect at the time of

execution and delivery of this Agreement), (iv) an action by a regulatory agency or governmental

body affecting the Common Stock (including, without limitation, (1) the commencement of any

regulatory investigation of which the Company is aware, the suspension of trading of the

Common Stock by the Financial Industry Regulation Authority (“FINRA”), the SEC, the OTC

Bulletin Board (“OTCBB”) or the OTC Markets Group, Inc., the failure of the Common Stock to

be DTC eligible or the placing of the Common Stock on the DTC “chill list” or (2) the engaging

in any market manipulation or other unlawful or improper trading or other activity by any

Affiliate), (v) the Company’s independent registered accountants shall resign under

circumstances where a disagreement exists between the Company and its independent registered

accountants, (vi) the Company shall fail to timely file any disclosure document as required by

applicable federal or state securities laws and regulations or by the rules and regulations of any

exchange, trading market or quotation system to which the Company or the Common Stock is

subject, or (vii) the Chief Executive Officer of the Company or any other key full-time officer or

director of the Company, shall, for any reason (including, without limitation, termination,

resignation, retirement, death or disability) cease to act on behalf of the Company in the same

role and to the same extent as his or her involvement as of the date of execution and delivery of

this Agreement.

(xvii) “Person” means any living person or any entity, such as, but not

necessarily limited to, a corporation, partnership or trust.

(xviii) “Purchase Price” means the price that the Buyer pays for the Debentures at

each respective Closing, which are the Signing Purchase Price and the Second Purchase Price, as

the case may be.

(xix) “Registrable Securities” shall mean the Conversion Shares, and, to the

extent applicable, and any other shares of capital stock or other securities of the Company or any

successor to the Company that are issued upon exchange of Conversion Shares and/or such

Restricted Stock.

(xx) “Registration Statement” shall mean a registration statement on Form S-1

(or any successor thereto) filed or contemplated to be filed by the Company with the SEC under

the Securities Act.

(xxi) “Restricted Stock” shall mean shares of Common Stock which are not

freely trading shares when issued.

(xxii) “Securities” means the Debentures and the Shares.

(xxiii) “Shares” means the Conversion Shares.

(xxiv) “Second Closing Date” shall have the meaning ascribed to such term in

Section 6(b).

(xxv) “Second Debenture” means the second of the two (2) Debentures, in the

principal amount of One Hundred Sixty Two Thousand Five Hundred and 00/100 Dollars

($162,500.00), which is issued by the Company to the Buyer on the Second Closing Date.

(xxvi) “Second Purchase Price” shall be One Hundred Forty Six Thousand Two

Hundred Fifty and 00/100 Dollars ($146,250.00)

(xxvii) “Signing Closing Date” shall have the meaning ascribed to such term in

Section 6(a).

(xxviii) “Signing Debenture” means the first of the two (2) Debentures, in the

principal amount of One Hundred Twenty Five Thousand and 00/100 Dollars ($125,000.00), to

be issued by the Company to the Buyer on the Signing Closing Date.

(xxix) “Signing Purchase Price” shall be One Hundred Twelve Thousand Five

Hundred and 00/100 Dollars ($112,500.00).

(xxx) “Subsidiary” shall have the meaning ascribed to such term in Section 3(b).

(xxxi) “Transaction Documents” means, collectively, this Agreement, the

Debentures, the Transfer Agent Instruction Letter, the Irrevocable Resolutions and the other

agreements, documents and instruments contemplated hereby or thereby.

(xxxii) “Transfer Agent” shall have the meaning ascribed to such term in Section

4(a).

(xxxiii) “Transfer Agent Instruction Letter” shall have the meaning ascribed to

such term in Section 5(a).

Purchase and Sale of Debentures.

(i)

The Buyer agrees to purchase from the Company, and the Company

agrees to sell to the Buyer, the Debentures and Warrant on the terms and conditions set forth

below in this Agreement and the other Transaction Documents. The Warrant shall be earned in

full as an inducement fee as of the Signing Closing Date.

(ii)

Subject to the terms and conditions of this Agreement and the other

Transaction Documents, the Buyer will purchase the Debentures and Warrant at certain closings

(each, a “Closing”) to be held on certain respective Closing Dates.

[Reserved]

(i)

[Reserved]

(ii)

[Reserved]

2. BUYER’S REPRESENTATIONS, WARRANTIES, ETC.

The Buyer represents and warrants to, and covenants and agrees with, the Company as

follows:

a. Investment Purpose. Without limiting the Buyer’s right to sell the Shares

pursuant to a Registration Statement, Buyer is purchasing the Debentures, and will be acquiring

the Conversion Shares, for its own account for investment only and not with a view towards the

public sale or distribution thereof and not with a view to or for sale in connection with any

distribution thereof.

b. Accredited Investor Status. Buyer is (i) an “accredited investor” as that

term is defined in Rule 501 of the General Rules and Regulations under the 1933 Act by reason

of Rule 501(a)(3), (ii) experienced in making investments of the kind described in this

Agreement and the related documents, (iii) able, by reason of the business and financial

experience of its officers (if an entity) and professional advisors (who are not affiliated with or

compensated in any way by the Company or any of its affiliates or selling agents), to protect its

own interests in connection with the transactions described in this Agreement, and the related

documents, and (iv) able to afford the entire loss of its investment in the Securities.

c. Subsequent Offers and Sales. All subsequent offers and sales of the

Securities by the Buyer shall be made pursuant to registration of the Shares under the 1933 Act

or pursuant to an exemption from registration and compliance with applicable states’ securities

laws.

d. Reliance on Exemptions. Buyer understands that the Securities are being

offered and sold to it in reliance on specific exemptions from the registration requirements of

United States federal and state securities laws and that the Company is relying upon the truth and

accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements,

acknowledgments and understandings of the Buyer set forth herein in order to determine the

availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

e. Information. Buyer and its advisors have been furnished with all materials

relating to the business, finances and operations of the Company and materials relating to the

offer and sale of the Securities which have been requested by the Buyer. Buyer and its advisors

have been afforded the opportunity to ask questions of the Company and have received complete

and satisfactory answers to any such inquiries. Without limiting the generality of the foregoing,

Buyer has also had the opportunity to obtain and to review the Company’s Annual Report on

Form 10-K for the fiscal year ended December 31, 2017, and Quarterly Report on Form 10-Q for

the fiscal quarter ended June 30, 2018 (collectively, the “SEC Documents”).

f. Investment Risk. Buyer understands that its investment in the securities

constitutes high risk investment, its investment in the Securities involves a high degree of risk,

including the risk of loss of the Buyer’s entire investment.

g. Governmental Review. Buyer 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 Securities.

h. Organization; Authorization. Buyer is duly organized, validly existing and

in good standing under the laws of the jurisdiction of its organization. This Agreement and the

other Transaction Documents have been duly and validly authorized, executed and delivered on

behalf of the Buyer and create a valid and binding agreement of the Buyer enforceable in

accordance with its terms, subject as to enforceability to general principles of equity and to

bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of

creditors’ rights generally.

i. Residency. The state in which any offer to sell Securities hereunder was

made to or accepted by the Buyer is the state shown as the Buyer’s address contained herein, and

Buyer is a resident of such state only.

3. COMPANY REPRESENTATIONS AND WARRANTIES, ETC.

The Company represents and warrants to the Buyer that:

a. Concerning the Debentures and the Shares. There are no preemptive rights

of any stockholder of the Company to acquire the Debentures or the Shares.

b. Organization; Subsidiaries; Reporting Company Status. Attached hereto

as Schedule 3(b) is an organizational chart describing all of the Company’s wholly-owned and

majority-owned subsidiaries (the “Subsidiaries”) and other Affiliates, including the relationships

among the Company and such Subsidiaries, including as to each Subsidiary its jurisdiction of

organization and the percentage of ownership held by the Company, and the parent company of

the Subsidiary, including the percentage of ownership of the Company held by it. The Company

and each Subsidiary is a corporation or other form of businesses entity duly organized, validly

existing and in good standing under the laws its respective jurisdiction of organization (except

that RoxSan Pharmacy Inc. is not in good standing as of the date of this Agreement), and each of

them has the requisite corporate or other power to own its properties and to carry on its business

as now being conducted. The Company and each Subsidiary is duly qualified as a foreign

corporation or other entity to do business and is in good standing in each jurisdiction where the

nature of the business conducted or property owned by it makes such qualification necessary,

other than those jurisdictions in which the failure to so qualify would not have a Material

Adverse Effect. The Common Stock is listed and traded on the OTCM (as defined below)

(trading symbol: PRLX). The Company has received no notice, either oral or written, from

FINRA, the SEC, or any other organization, with respect to the continued eligibility of the

Common Stock for such listing, and the Company has maintained all requirements for the

continuation of such listing. The Company is an operating company in that, among other things

(A) it primarily engages, wholly or substantially, directly or indirectly through a majority owned

Subsidiary or Subsidiaries, in the production or sale, or the research or development, of a product

or service other than the investment of capital, (B) it is not an individual or sole proprietorship,

engage in a merger or acquisition with an unidentified company or companies or other entity or

person, and (D) it intends to use the proceeds from the sale of the Debentures solely for the

operation of the Company’s business and uses other than personal, family, or household

purposes.

c. Authorized Shares. Schedule 3(c) 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,

assuming the prior issuance and exercise, exchange or conversion, as the case may be, of all

derivative securities authorized, as indicated in Schedule 3(c). The Shares have been duly

authorized and, when issued upon conversion of, or as interest on, the Debentures, the Shares

will be duly and validly issued, fully paid and non-assessable and will not subject the holder

thereof to personal liability by reason of being such holder. At all times, the Company shall keep

available and reserved for issuance to the holders of the Debentures shares of Common Stock

duly authorized for issuance against the Debentures.

d. Authorization. This Agreement, the issuance of the Debentures (including

without limitation the incurrence of indebtedness thereunder), the issuance of the Conversion

Shares under the Debentures, and the other transactions contemplated by the Transaction

Documents, have been duly, validly and irrevocably authorized by the Company, and this

Agreement has been duly executed and delivered by the Company. The Company’s board of

directors, in the exercise of its fiduciary duties, has irrevocably approved the entry into and

performance of the Transaction Documents, including, without limitation the sale of the

Debentures and the issuance of Conversion Shares, based upon a reasonable inquiry concerning

the Company’s financing objectives and financial situation. Each of the Transaction Documents,

when executed and delivered by the Company, are and will be, valid, legal and binding

agreements of the Company, enforceable in accordance with their respective terms, subject as to

enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and

other similar laws affecting the enforcement of creditors’ rights generally.

e. Non-contravention.

The execution and delivery of the Transaction

Documents, the issuance of the Securities and the consummation by the Company of the other

transactions contemplated by this Agreement and the Debentures (including without limitation

the incurrence of indebtedness thereunder) do not and will not conflict with or result in a breach

by the Company of any of the terms or provisions of, or constitute a default under (i) the articles

of incorporation or by-laws of the Company, each as currently in effect, (ii) any indenture,

mortgage, deed of trust, or other material agreement or instrument to which the Company is a

party or by which it or any of its properties or assets are bound, including any listing agreement

for the Common Stock, except as herein set forth or an event which results in the creation of any

lien, charge or encumbrance upon any assets of the Company or the triggering of any anti-

dilution rights, rights of first refusal or first offer on the part of holders of the Company’s

securities, (iii) to its knowledge, any existing applicable law, rule, or regulation or any applicable

decree, judgment, or order of any court, United States federal or state regulatory body,

administrative agency, or other governmental body having jurisdiction over the Company or any

of its properties or assets, or (iv) the Company’s listing agreement for its Common Stock (if

applicable).

f. Approvals. No authorization, approval or consent of any court, governmental

body, regulatory agency, self-regulatory organization, or stock exchange or market or the

stockholders of the Company is required to be obtained by the Company for the entering into and

performing this Agreement and the other Transaction Documents (including without limitation

the issuance and sale of the Securities to the Buyer as contemplated by this Agreement) except

such authorizations, approvals and consents that have been obtained, or such authorizations,

approvals and consents, the failure of which to obtain would not have a Material Adverse Effect.

g. SEC Filings; Rule 144 Status. None of the SEC Documents contained, at

the time they were filed, any untrue statement of a material fact or omitted to state any material

fact required to be stated therein or necessary to make the statements made therein in light of the

circumstances under which they were made, not misleading. The Company timely filed all

requisite forms, reports and exhibits thereto with the SEC as required. The Company is not

aware of any event occurring on or prior to the execution and delivery of this Agreement that

would require the filing of, or with respect to which the Company intends to file, a Form 8-K

after such time. The Company satisfies the requirements of Rule 144(i)(2), and the Company

shall continue to satisfy all applicable requirements of Rule 144 (or any successor thereto) for so

long as any Securities are outstanding and not registered pursuant to an effective registration

statement filed with the SEC.

h. Absence of Certain Changes. Since June 30, 2018, when viewed from the

perspective of the Company and its Subsidiaries taken as a whole, there has been no material

adverse change and no material adverse development in the business, properties, operations,

condition (financial or otherwise), or results of operations of the Company and its Subsidiaries

(including, without limitation, a change or development which constitutes, or with the passage of

time is reasonably likely to become, a Material Adverse Effect), except as disclosed in the SEC

Documents. Since June 30, 2018, except as provided in the SEC Documents, the Company has

not (i) incurred or become subject to any material liabilities (absolute or contingent) except

liabilities incurred in the ordinary course of business consistent with past practices; (ii)

discharged or satisfied any material lien or encumbrance or paid any material obligation or

liability (absolute or contingent), other than current liabilities paid in the ordinary course of

business consistent with past practices; (iii) declared or made any payment or distribution of cash

or other property to stockholders with respect to its capital stock, or purchased or redeemed, or

made any agreements to purchase or redeem, any shares of its capital stock; (iv) sold, assigned or

transferred any other tangible assets, or canceled any debts or claims, except in the ordinary

course of business consistent with past practices; (v) suffered any substantial losses or waived

any rights of material value, whether or not in the ordinary course of business, or suffered the

loss of any material amount of existing business; (vi) made any changes in employee

compensation, except in the ordinary course of business consistent with past practices; or (vii)

experienced any material problems with labor or management in connection with the terms and

conditions of their employment.

i. Full Disclosure. There is no fact known to the Company (other than general

economic conditions known to the public generally or as disclosed in the SEC Documents) that

has not been disclosed in writing to the Buyer that (i) would reasonably be expected to have a

Material Adverse Effect, (ii) would reasonably be expected to materially and adversely affect the

ability of the Company to perform its obligations pursuant to the Transaction Documents, or (iii)

would reasonably be expected to materially and adversely affect the value of the rights granted to

the Buyer in the Transaction Documents.

j. Absence of Litigation. Except as described in the SEC Documents, there is

no action, suit, proceeding, inquiry or investigation before or by any court, public board or body

pending or, to the knowledge of the Company, threatened against or affecting the Company,

wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect or

which would adversely affect the validity or enforceability of, or the authority or ability of the

Company to perform its obligations under, any of the Transaction Documents. The Company is

not a party to or subject to the provisions of, any order, writ, injunction, judgment or decree of

any court or government agency or instrumentality which could reasonably be expected to have a

Material Adverse Effect.

k. Absence of Liens. The Company’s assets are not encumbered by any liens or

mortgages except as described in the SEC Documents.

l. Absence of Events of Default. No event of default (or its equivalent term),

as defined in the respective agreement, indenture, mortgage, deed of trust or other instrument, to

which the Company is a party, and no event which, with the giving of notice or the passage of

time or both, would become an event of default (or its equivalent term) (as so defined in such

document), has occurred and is continuing, which would have a Material Adverse Effect.

m. No Undisclosed Liabilities or Events. The Company has no liabilities or

obligations other than those disclosed in the SEC Documents or those incurred in the ordinary

course of the Company’s business since June 30, 2018, and which individually or in the

aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has

occurred or exists with respect to the Company or its properties, business, condition (financial or

otherwise), or results of operations, which, under applicable law, rule or regulation, requires

public disclosure or announcement prior to the date hereof by the Company but which has not

been so publicly announced or disclosed. There are no proposals currently under consideration

or currently anticipated to be under consideration by the Board of Directors or the executive

officers of the Company which proposal would (x) change the articles of incorporation, by-laws

or any other charter document of the Company, each as currently in effect, with or without

shareholder approval, which change would reduce or otherwise adversely affect the rights and

powers of the shareholders of the Common Stock or (y) materially or substantially change the

business, assets or capital of the Company.

n. No Integrated Offering. Neither the Company nor any of its affiliates nor

any Person acting on its or their behalf has, directly or indirectly, at any time during the six

month period immediately prior to the date of this Agreement made any offer or sales of any

security or solicited any offers to buy any security under circumstances that would eliminate the

availability of the exemption from registration under Rule 506 of Regulation D in connection

with the offer and sale of the Securities as contemplated hereby. The issuance of the Securities

to the Buyer will not be integrated with any other issuance of the Company’s securities (past,

current or future) for purposes of any shareholder approval provisions applicable to the Company

or its securities.

o. Dilution. The number of Shares issuable upon conversion of the Debentures

may increase substantially in certain circumstances, including, but not necessarily limited to, the

circumstance wherein the Market Price of the Common Stock declines prior to the conversion of

the Debentures. The Company’s executive officers and directors have studied and fully

understand the nature of the securities being sold hereby and recognize that they have a potential

dilutive effect and further that the conversion of the Debentures and/or sale of the Conversion

Shares may have an adverse effect on the Market Price of the Common Stock. The Board of

Directors of the Company has concluded, in its good faith business judgment that such issuance

is in the best interests of the Company. The Company specifically acknowledges that its

obligation to issue the Conversion Shares upon conversion of the Debentures is binding upon the

Company and enforceable regardless of the dilution such issuance may have on the ownership

%s of other shareholders of the Company.

p. Regulatory Permits. The Company has all such permits, easements,

consents, licenses, franchises and other governmental and regulatory authorizations from all

appropriate federal, state, local or other public authorities (“Permits”) as are necessary to own

and lease its properties and conduct its businesses in all material respects in the manner

described in the SEC Documents and as currently being conducted. All such Permits are in full

force and effect and the Company has fulfilled and performed all of its material obligations with

respect to such Permits, and no event has occurred that allows, or after notice or lapse of time

would allow, revocation or termination thereof or will result in any other material impairment of

the rights of the holder of any such Permit, subject in each case to such qualification as may be

disclosed in the SEC Documents. Such Permits contain no restrictions that would materially

impair the ability of the Company to conduct businesses in the manner consistent with its past

practices. The Company has not received notice or otherwise has knowledge of any proceeding

or action relating to the revocation or modification of any such Permit.

q. Residency. The state in which any offer to sell Securities hereunder was

made or accepted by the Seller is the state shown as the Seller’s address contained herein, and

Seller is a resident of such state only.

r. Hazardous Materials. The Company is in compliance with all applicable

Environmental Laws in all respects except where the failure to comply does not have and could

not reasonably be expected to have a Material Adverse Effect. For purposes of the foregoing:

“Environmental Laws” means, collectively, the Comprehensive Environmental

Response, Compensation and Liability Act of 1980, as amended, the Superfund Amendments

and Reauthorization Act of 1986, the Resource Conservation and Recovery Act, the Toxic

Substances Control Act, as amended, the Clean Air Act, as amended, the Clean Water Act, as

amended, any other “Superfund” or “Superlien” law or any other applicable federal, state or local

statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing

liability or standards of conduct concerning, the environment or any Hazardous Material.

“Hazardous Material” means and includes any hazardous, toxic or dangerous

waste, substance or material, the generation, handling, storage, disposal, treatment or emission of

which is subject to any Environmental Law.

s. Independent Public Accountants.

The Company’s auditor is an

independent registered public accounting firm with respect to the Company, as required by the

1933 Act, the Exchange Act and the rules and regulations promulgated thereunder.

t. Internal Accounting Controls. The Company maintains a system of internal

accounting controls sufficient to provide reasonable assurances that (1) transactions are executed

in accordance with management’s general or specific authorization; (2) transactions are recorded

as necessary to permit preparation of financial statements in conformity with generally accepted

accounting principles and to maintain accountability for assets; (3) access to assets is permitted

only in accordance with management’s general or specific authorization; and (4) the recorded

accountability for assets is compared with existing assets at reasonable intervals and appropriate

action is taken with respect to any differences.

u. Brokers. No Person (other than the Buyer and its principals, employees and

agents) is entitled to receive any consideration from the Company or the Buyer arising from any

finder’s agreement, brokerage agreement or other agreement to which the Company is a party.

v. DWAC Operational; DRS. The Company is currently and shall remain

DWAC Operational and eligible for DRS

4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS.

a. Transfer Restrictions. The parties acknowledge and agree that (1) the

Debentures have not been registered under the provisions of the 1933 Act and the Shares have

not been registered under the 1933 Act, and may not be transferred unless (A) subsequently

registered thereunder or (B) the Securities to be sold or transferred may be sold or transferred

pursuant to an exemption from such registration; (2) any sale of the Securities made in reliance

on Rule 144 promulgated under the 1933 Act (“Rule 144”) may be made only in accordance with

the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such Securities

under circumstances in which the seller, or the Person through whom the sale is made, may be

deemed to be an underwriter, as that term is used in the 1933 Act, may require compliance with

some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, (3)

at the request of the Buyer, the Company shall, from time to time, within two (2) business days

of such request, at the sole cost and expense of the Company, either (i) deliver to its transfer

agent and registrar for the Common Stock (the “Transfer Agent”) a written letter instructing and

authorizing the Transfer Agent to process transfers of the Shares at such time as the Buyer has

held the Securities for the minimum holding period permitted under Rule 144, subject to the

Buyer’s providing to the Transfer Agent certain customary representations contemporaneously

with any requested transfer, or (ii) at the Buyer’s option or if the Transfer Agent requires further

confirmation of the availability of an exemption from registration, furnish to the Buyer an

opinion of the Company’s counsel in favor of the Buyer (and, at the request of the Buyer, any

agent of the Buyer, including but not limited to the Buyer’s broker or clearing firm) and the

Transfer Agent, reasonably satisfactory in form, scope and substance to the Buyer and the

Transfer Agent, to the effect that a contemporaneously requested transfer of shares does not

require registration under the 1933 Act, pursuant to the 1933 Act, Rule 144 or other regulations

promulgated under the 1933 Act and (4) neither the Company nor any other Person is under any

obligation to register the Securities (other than pursuant to this Agreement) under the 1933 Act

or to comply with the terms and conditions of any exemption thereunder.

b. Restrictive Legend.

The Buyer acknowledges and agrees that the

Debentures, and, until such time as the Shares have been registered under the 1933 Act as

contemplated hereby and sold in accordance with an effective Registration Statement, certificates

and other instruments representing any of the Securities shall bear a restrictive legend in

substantially the following form (and a stop-transfer order may be placed against transfer of any

such Securities):

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE

SECURITIES AND EXCHANGE COMMISSION OR THE

SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON

AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES

ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,

ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT

PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN

AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT

SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE

SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE

STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL

OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT,

THE SUBSTANCE OF WHICH SHALL BE REASONABLY

ACCEPTABLE TO THE COMPANY.

c. [Intentionally Omitted].

d. Securities Filings. The Company undertakes and agrees to make all

necessary filings (including, without limitation, a Form D) in connection with the sale of the

Securities to the Buyer required under any United States laws and regulations applicable to the

Company (including without limitation state “blue sky” laws), or by any domestic securities

exchange or trading market, and to provide a copy thereof to the Buyer promptly after such

filing.

e. Reporting Status; Public Trading Market; DTC Eligibility. So long as the

Buyer and/or Investments beneficially own any Securities, (i) the Company shall timely file,

prior to or on the date when due, all reports that would be required to be filed with the SEC

pursuant to Section 13 or 15(d) of the Exchange Act if the Company had securities registered

under Section 12(b) or 12(g) of the Exchange Act; (ii) the Company shall not be operated as, or

report, to the SEC or any other Person, that the Company is a “shell company” or indicate to the

contrary to the SEC or any other Person; (iii) the Company shall take all other action under its

control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares

by the Buyer at the earliest possible date; and (iv) the Company shall at all times while any

Securities are outstanding maintain its engagement of an independent registered public

accounting firm. Except as otherwise set forth in Transaction Documents, the Company shall

take all action under its control necessary to obtain and to continue the listing and trading of its

Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets,

Inc. (“OTCM”) on the OTC Pink (“OTCP”), OTCQB (“OTCQB”), or OTCQX (“OTCQX”), and

will comply in all material respects with the Company’s reporting, filing and other obligations

under the by-laws or rules of the Financial Industry Regulatory Authority (“FINRA”). If, so

long as the Buyer and/or Investments beneficially own any of the Securities, the Company

receives any written notice from the OTCM, FINRA, or the SEC with respect to either any

alleged deficiency in the Company’s compliance with applicable rules and regulations (including

without limitation any comments from the SEC on any of the Company’s documents filed (or the

failure to have made any such filing) under the 1933 Act or the Exchange Act) (each, a

“Regulatory Notice”), then the Company shall promptly, and in any event within two (2)

business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in

any event within five (5) business days of receipt of the Regulatory Notice (a “Regulatory

Response”), respond in writing to the OTCM, FIRNA and/or SEC (as the case may be), setting

forth the Company’s explanation and/or response to the issues raised in the Regulatory Notice,

with a view towards maintaining and/or regaining full compliance with the applicable rules and

regulations of the OTCM, FIRNA and/or SEC and maintaining or regaining good standing of the

Company with the OTCM, FINRA and/or SEC, as the case may be, the intent being to ensure

that the Company maintain its reporting company status with the SEC and that its Common

Stock be and remain available for trading on the OTCP, OTCQB, or OTCQX. Further, at all

times after the 30th calendar day after the date of this Agreement, the Common Stock shall be

DWAC Operational, and the Common Stock shall not be subject to any DTC “chill” designation

or similar restriction on the clearing of the Common Stock through DTC.

f. Use of Proceeds. The Company shall use the proceeds from the sale of the

Debentures for working capital purposes only subject to customary restrictions. Absent the prior

written approval of a majority of the principal amount of the Debentures then outstanding, the

Company shall not use any portion of the proceeds of the sale of the Debentures to (i) repay any

indebtedness or other obligation of the Company incurred prior to the date of this Agreement

outside the normal course of business, (ii) pay any dividends or redemption amount on any of the

Company’s equity or equity equivalents, (iii) pay any amounts, whether on account of debt

obligations of the Company or otherwise, except for compensation, to any officer, director or

other related party of the Company or (iv) pay deferred compensation or any compensation to

any of the directors or officers of the Company in excess of the rate or amount paid or accrued

during the fiscal year ended December, 2017 (as base compensation and excluding any

discretionary amounts), other than modest increases consistent with prior practice that are

approved by the Company’s Board of Directors.

g. Available Shares. Commencing on the date of execution and delivery of this

Agreement, the Company shall have and maintain authorized and reserved for issuance, free

from preemptive rights, that number of shares equal to Seven Hundred percent (700%) (with the

understanding that Six Hundred percent (600%) shall be deemed satisfactory for the initial 45

calendar days after the date of this Agreement) of the number of shares of Common Stock (1)

issuable based upon the conversion of the then-outstanding Debentures (including accrued

interest thereon) as may be required to satisfy the conversion rights of the Buyer pursuant to the

terms and conditions of the Debenture (for the avoidance of doubt, this shall be calculated based

on the applicable conversion price that would result on or after the date that is 180 calendar days

after the issuance date of the respective Debenture(s) regardless of the date of calculation)

(without giving effect to the 4.99% limitation on ownership as set forth in the Debentures),

provided, however that for purposes of the foregoing calculation, the full indebtedness under the

Debentures shall be deemed immediately convertible and (2) issuable to the Buyer on future

Closing Dates, based upon the lowest traded price per share of the Common Stock on the date

before the most recent Closing Date (as reported by Bloomberg LP) (collectively in the

aggregate the “Required Reserve Amount”). The Company shall monitor its compliance with the

foregoing requirements on an ongoing basis. If at any time the Company does not have available

an amount of authorized and non-issued Shares required to be reserved pursuant to this Section,

then the Company shall, without notice or demand by the Buyer, call within thirty (30) days of

such occurrence and hold within sixty (60) days of such occurrence a special meeting of

shareholders, for the sole purpose of increasing the number of shares authorized. Management

of the Company shall recommend to shareholders to vote in favor of increasing the number of

Common Stock authorized at the meeting. Members of the Company’s management shall also

vote all of their own shares in favor of increasing the number of Common Stock authorized at the

meeting. If the increase in authorized shares is approved by the stockholders at the meeting, the

Company shall implement the increase in authorized shares within one (1) business day

following approval at such meeting. Alternatively, to the extent permitted by applicable law, in

lieu of calling and holding a meeting as described above, the Company may, within thirty (30)

days of the date when the Company does not have available an amount of authorized and non-

issued Shares required to be reserved as described above, procure the written consent of

stockholders to increase the number of shares authorized, and provide the stockholders with

notice thereof as may be required under applicable law (including without limitation Section

14(c) of the Exchange Act and Regulation 14C thereunder). Upon obtaining stockholder

approval as aforesaid, the Company shall cause the appropriate increase in its authorized shares

of Common Stock within one (1) business day (or as soon thereafter as permitted by applicable

law). Company’s failure to comply with these provisions will be an Event of Default (as defined

in the Debentures).

h. Reimbursement. If (i) Buyer and/or Investments becomes a party defendant

in any capacity in any action or proceeding brought by any stockholder of the Company, in

connection with or as a result of the consummation of the transactions contemplated by the

Transaction Documents, or if the Buyer and/or Investments is impleaded in any such action,

proceeding or investigation by any Person, or (ii) the Buyer and/or Investments, other than by

reason of its own gross negligence, willful misconduct or breach of law (as adjudicated by a

court of law having proper jurisdiction and such adjudication is not subject to appeal), becomes a

party defendant in any capacity in any action or proceeding brought by the SEC against or

involving the Company or in connection with or as a result of the consummation of the

transactions contemplated by the Transaction Documents, or if the Buyer or Investments is

impleaded in any such action, proceeding or investigation by any Person, then in any such case,

the Company shall promptly reimburse the Buyer and/or Investments for its or their reasonable

legal and other expenses (including the cost of any investigation and preparation) incurred in

connection therewith. The reimbursement obligations of the Company under this paragraph shall

be in addition to any liability which the Company may otherwise have, shall extend upon the

same terms and conditions to any affiliates of the Buyer and/or Investments who are actually

named in such action, proceeding or investigation, and partners, directors, agents, employees and

controlling Persons (if any), as the case may be, of the Buyer, Investments and any such

Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and

personal representatives of the Company, the Buyer, Investments and any such Affiliate and any

such Person. Except as otherwise set forth in the Transaction Documents, the Company also

agrees that neither any Buyer, Investments nor any such Affiliate, partners, directors, agents,

employees or controlling Persons shall have any liability to the Company or any Person asserting

claims on behalf of or in right of the Company in connection with or as a result of the

consummation of the Transaction Documents.

i. The Company shall provide the Transfer Agent and/or the Buyer, Investments

or their respective brokerage and/or clearing firm with all relevant legal opinions and other

documentation requested by the Buyer or Investments in connection with the issuance of the

Conversion Shares or the Restricted Stock, or the sale thereof, to confirm the share issuance(s)

such that the Conversion Shares and/or Restricted Stock may be deposited with the applicable

brokerage and/or clearing firm.

j. No Payments to Affiliates or Related Parties. So long as any of the

Debentures remain outstanding, if the Debentures are in default, the Company shall not, absent

the prior written consent of the holders of all Debentures then outstanding, make any payments

to any of the Company’s or the Subsidiaries’ respective affiliates or related parties, including

without limitation payments or prepayments of principal or interest accrued on any indebtedness

or obligation in favor of affiliates or related parties. Notwithstanding anything to the contrary

contained herein, the provisions of this Section 4(j) shall not apply to payments to the

Subsidiaries, or other businesses in which affiliates have an interest, made in the ordinary course

of business and consistent with past practice as disclosed in the SEC Documents.

k. Notice of Material Adverse Effect. The Company shall notify the Buyer

(and any subsequent holder of the Debentures), as soon as practicable and in no event later than

three (3) business days of the Company’s knowledge of any Material Adverse Effect on the

Company. For purposes of the foregoing, “knowledge” means the earlier of the Company’s

actual knowledge or the Company’s constructive knowledge upon due inquiry.

l. Public Disclosure. Except to the extent required by applicable law, absent

the Buyer’s prior written consent, the Company shall not reference the name of the Buyer in any

press release, securities disclosure, business plan, marketing or funding proposal.

m. Nature of Transaction; Savings Clause. It is the parties’ express

understanding and agreement that the transactions contemplated by the Transaction Documents

constitute an investment and not a loan. If nonetheless such transactions are deemed to be a loan

(as adjudicated by a court of law having proper jurisdiction and such adjudication is not subject

to appeal), the Company shall not be obligated or required to pay interest at a rate that could

subject Buyer to either civil or criminal liability as a result of such rate exceeding the maximum

rate that the Buyer is permitted to charge under applicable law, and the Company’s obligations

under the Transaction Documents shall not be void or voidable on the basis of the Buyer’s lack

of any license or registration as a lender with any governmental authority. It is expressly

understood and agreed by the parties that neither the amounts payable pursuant to Section 12,

any redemption premium, remedy upon an Event of Default (as defined in the Debentures) or

any Acceleration Amount (as defined in the Debentures), original issue discount nor any

investment returns of the Buyer on the sale of the Debentures or the sale of any Conversion

Shares (whether unrealized or realized) shall be construed as interest. If, by the terms of the

Debentures, any other Transaction Document or any other instrument, Buyer is at any time

required or obligated to pay interest at a rate exceeding such maximum rate, interest payable

under the Debenture and/or such other Transaction Documents or other instrument shall be

computed (or recomputed) at such maximum rate, and the portion of all prior interest payments

(if any) exceeding such maximum shall be applied to payment of the outstanding principal of the

Debentures.

5. TRANSFER AGENT INSTRUCTIONS.

a. Transfer Agent Instruction Letter. On or before the Signing Closing Date,

the Company shall irrevocably instruct its Transfer Agent in writing using the letter substantially

in the form of Exhibit B annexed hereto, with only such modifications as the Buyer agrees to,

executed by the Company, the Buyer and the Transfer Agent (the “Transfer Agent Instruction

Letter”), to (i) reserve that number of shares of Common Stock as is required under Section 4(g)

hereof, and (ii) issue Common Stock from time to time upon conversion of the Debentures in

such amounts as specified from time to time by the Buyer to the Transfer Agent in a Notice of

Conversion, in such denominations to be specified by the Buyer in connection with each

conversion of the Debentures. The Transfer Agent shall not be restricted from issuing shares

from only the allotment reserved hereunder for the Conversion Amount (as defined in the

Debentures), but instead may, to the extent necessary to satisfy the amount of shares issuable

upon conversion, issue shares above and beyond the amount reserved on account of the

Conversion Amount, without any additional instructions or authorization from the Company, and

the Company shall not provide the Transfer Agent with any instructions or documentation

contrary to the foregoing. As of the date of this Agreement, the Transfer Agent is Action Stock

Transfer Corporation. The Company shall at all times while any Debentures are outstanding

engage a Transfer Agent which is a party to the Transfer Agent Instruction Letter. If for any

reason the Company’s Transfer Agent is not a signatory of the Transfer Agent Instruction Letter

while any Debentures or Restricted Stock are outstanding and held by the Buyer and/or

Investments, then such Transfer Agent shall nonetheless be deemed bound by the Transfer Agent

Instruction Letter, and the Company shall neither (i) permit the Transfer Agent to disclaim,

disregard or refuse to abide by the Transfer Agent’s obligations, terms and agreements set forth

in the Transfer Agent Instruction Letter, nor (ii) issue any instructions to the Transfer Agent

contrary to the obligations, terms and agreements set forth in the Transfer Agent Instruction

Letter . The Company shall not terminate the Transfer Agent or otherwise change Transfer

Agents without at least fifteen (15) days prior written notice to the Buyer and with the Buyer’s

prior written consent to such change, which the Buyer may grant or withhold in its sole

discretion. The Company shall continuously monitor its compliance with the share reservation

requirements and, if and to the extent necessary to increase the number of reserved shares to

remain and be at least the Required Reserve Amount to account for any decrease in the Market

Price of the Common Stock, the Company shall immediately (and in any event within one (1)

business day) notify the Transfer Agent in writing of the reservation of such additional shares,

provided that in the event that the number of shares reserved for conversion of the Debentures is

less than the Required Reserve Amount, the Buyer may also directly instruct the Transfer Agent

to increase the reserved shares as necessary to satisfy the minimum reserved share requirement,

and the Transfer Agent shall act accordingly, provided, further, that the Company shall within

one (1) business day provide any written confirmation, assent or documentation thereof as the

Transfer Agent may request to act upon a share increase instruction delivered by the Buyer. The

Company shall provide the Buyer with a copy of all written instructions to the Company’s

Transfer Agent with respect to the reservation of shares simultaneously with the issuance of such

instructions to the Transfer Agent. The Company covenants that no instruction other than such

instructions referred to in this Section 5 and stop transfer instructions to give effect to Section

4(a) hereof prior to registration and sale of the Conversion Shares under the 1933 Act will be

given by the Company to the Transfer Agent and that the Conversion Shares shall otherwise be

freely transferable on the books and records of the Company as and to the extent provided in this

Agreement and applicable law. If the Buyer provides the Company and/or the Transfer Agent

with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by

the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this

Agreement is not required under the 1933 Act, the Company shall (except as provided in clause

(2) of Section 4(a) of this Agreement) permit the de-legending or transfer of the Securities and,

in the case of the Conversion Shares, instruct the Company’s Transfer Agent to issue one or

more certificates for Common Stock without legend in such name and in such denominations as

specified by the Buyer.

b. Conversion. (i) The Company shall permit the Buyer to exercise the right to

convert the Debentures by faxing, emailing or delivering overnight an executed and completed

Notice of Conversion to the Company or the Transfer Agent. If so requested by the Buyer or the

Transfer Agent, the Company shall within one (1) business day respond with its endorsement so

as to confirm the outstanding principal amount of any Debenture submitted for conversion or

shall reconcile any difference with the Buyer promptly after receiving such Notice of

Conversion.

(ii)

The term “Conversion Date” means, with respect to any conversion

elected by the holder of the Debentures, the date specified in the Notice of Conversion, provided

the copy of the Notice of Conversion is given either via mail or facsimile to or otherwise

delivered to the Transfer Agent and/or the Company in accordance with the provisions hereof so

that it is received by the Transfer Agent and/or the Company on or before such specified date.

(iii) The Company shall deliver (or will cause the Transfer Agent to deliver)

the Conversion Shares issuable upon conversion as follows: (1) if the Company is then DWAC

Operational, via DWAC, (2) if the Common Stock is then eligible for the Depository Trust

Company’s Direct Registration System (“DRS”), if so requested by the Buyer, or (3) if the

Company is not then DWAC Operational or the Common Stock is not then eligible for DRS, in

certificated form, to the Buyer at the address specified in the Notice of Conversion (which may

be the Buyer’s address for notices as contemplated by Section 10 hereof or a different address)

via express courier, in each case within two (2) business days (the “Delivery Date”) after (A) the

business day on which the Company or the Transfer Agent has received the Notice of

Conversion (by facsimile, email or other delivery) or (B) the date on which payment of interest

and principal on the Debentures, which the Company has elected to pay by the issuance of

Common Stock, as contemplated by the Debentures, was due, as the case may be.

c. Failure to Timely Issue Conversion Shares or De-Legended Shares. The

Company’s failure to issue and deliver Conversion Shares to the Buyer (either by DWAC, DRS

or in certificated form, as required by Section 5(b)) on or before the Delivery Date shall be

considered an Event of Default, which shall entitle the Buyer to certain remedies set forth in the

Debentures and provided by applicable law. Similarly, the Company’s failure to issue and

deliver Common Stock in unrestricted form without a restrictive legend when required under the

Transaction Documents shall entitle the Buyer to damages for the diminution in value (if any) of

the relevant shares between the date delivery was due versus the date ultimately delivered in

unrestricted form. The Company acknowledges that its failure to timely honor a Notice of

Conversion (or the occurrence of any other Event of Default) shall cause definable financial

hardship on the Buyer(s) and that the remedies set forth herein and in the Debentures are

reasonable and appropriate.

d. Duties of Company; Authorization. The Company shall inform the Transfer

Agent of the reservation of shares contemplated by Section 4(g) and this Section 5, and shall

keep current in its payment obligations to the Transfer Agent such that the Transfer Agent will

continue to process share transfers and the initial issuance of shares of Common Stock upon the

conversion of Debentures. The Company hereby authorizes and agrees to authorize the Transfer

Agent to correspond and otherwise communicate with the Buyer or their representatives in

connection with the foregoing and other matters related to the Common Stock. Further, the

Company hereby authorizes the Buyer or its representative to provide instructions to the Transfer

Agent that are consistent with the foregoing and instructs the Transfer Agent to honor any such

instructions. Should the Company fail for any reason to keep current in its payment obligations

to the Transfer Agent, the Buyer and/or Investments may pay such amounts as are necessary to

compensate the Transfer Agent for performing its duties with respect to share reservation,

issuance of Conversion Shares and/or de-legending certificates representing Restricted Stock,

and all amounts so paid shall be promptly reimbursed by the Company. If not so reimbursed

within thirty (30) days, such amounts shall, at the option of the Buyer and without prior notice to

or consent of the Company, be added to the principal amount due under the Debenture(s) held by

the Buyer, whereupon interest will begin to accrue on such amounts at the rate specified in the

Debentures.

e. Effect of Bankruptcy. The Buyer shall be entitled to exercise its conversion

privilege with respect to the Debentures notwithstanding the commencement of any case under

11 U.S.C. §101 et seq. (the “Bankruptcy Code”). In the event the Company is a debtor under the

Bankruptcy Code, the Company hereby waives, to the fullest extent permitted, any rights to

relief it may have under 11 U.S.C. §362 in respect of the Buyer’s conversion privilege. The

Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11

U.S.C. §362 in respect of the conversion of the Debentures. The Company agrees, without cost

or expense to the Buyer, to take or to consent to any and all action necessary to effectuate relief

under 11 U.S.C. §362.

6. CLOSINGS.

a. Signing Closing. Promptly upon the execution and delivery of this

Agreement, the Signing Debenture, Warrant, and all conditions in Sections 7 and 8 herein are

met (the “Signing Closing Date”), (A) the Company shall deliver to the Buyer the following: (i)

the Signing Debenture and Warrant; (ii) the Transfer Agent Instruction Letter; (iii) duly executed

counterparts of the Transaction Documents; and (iv) an officer’s certificate of the Company

confirming the accuracy of the Company’s representations and warranties contained herein, and

(B) the Buyer shall deliver to the Company the following: (i) the Signing Purchase Price and (ii)

duly executed counterparts of the Transaction Documents (as applicable). The Company shall

immediately pay the fees due under Section 12 of this Agreement upon receipt of the Signing

Purchase Price if Buyer does not withhold such amounts from the Signing Purchase Price

pursuant to Section 12.

b. Second Closing. At any time after sixty (60) days following the Signing

Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Second

Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the

Company shall deliver to the Buyer the following: (i) the Second Debenture and Warrant; (ii) an

amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that

number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and

(iii) an officer’s certificate of the Company confirming, as of the Second Closing Date, the

accuracy of the Company’s representations and warranties contained herein and updating

Schedules 3(b), 3(c) and 3(k) as of the Second Closing Date, and (B) the Buyer shall deliver to

the Company the Second Purchase Price.

c. Location and Time of Closings. Each Closing shall be deemed to occur on

the related Closing Date at the office of the Buyer’s counsel and shall take place no later than

5:00 P.M., east coast time, on such day or such other time as is mutually agreed upon by the

Company and the Buyer.

7. CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.

The Company’s obligation to sell the Debentures to the Buyer pursuant to this Agreement

on each Closing Date is conditioned upon:

a. Purchase Price. Delivery to the Company of good funds as payment in full

of the respective Purchase Price for the Debentures at each Closing in accordance with this

Agreement;

b. Representations and Warranties; Covenants. The accuracy on the Closing

Date of the representations and warranties of the Buyer contained in this Agreement, each as if

made on such date, and the performance by the Buyer on or before such date of all covenants and

agreements of the Buyer required to be performed on or before such date; and

c. Laws and Regulations; Consents and Approvals. There shall not be in

effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby,

or requiring any consent or approval which shall not have been obtained.

8. CONDITIONS TO THE BUYER’S OBLIGATION TO PURCHASE.

The Buyer’s obligation to purchase the Debentures at each Closing is conditioned upon:

a. Transaction Documents. The execution and delivery of this Agreement by

the Company;

b. Debenture(s). Delivery by the Company to the Buyer of the Debentures to be

purchased in accordance with this Agreement;

c. Section 4(2) Exemption. The Debentures and the Conversion Shares shall be

exempt from registration under the Securities Act of 1933 (as amended), pursuant to Section 4(2)

thereof;

d. DWAC Status. The Common Stock shall be DWAC Operational;

e. Representations and Warranties; Covenants. The accuracy in all material

respects on the Closing Date of the representations and warranties of the Company contained in

this Agreement, each as if made on such date, and the performance by the Company on or before

such date of all covenants and agreements of the Company required to be performed on or before

such date;

f. Good-faith Opinion. It should be Buyer’s reasonable belief that (i) no Event

of Default under the terms of any outstanding indebtedness of the Company shall have occurred

or would likely occur with the passage of time and (ii) no material adverse change in the

financial condition or business operations of the Company shall have occurred;

g. Legal Proceedings. There shall be no litigation, criminal or civil, regulatory

impairment or other legal and/or administrative proceedings challenging or seeking to limit the

Company’s ability to issue the Securities or the Common Stock;

h. [Reserved];

i. Corporate Resolutions. Delivery by the Company to the Buyer a copy of

resolutions of the Company’s board of directors, approving and authorizing the execution,

delivery and performance of the Transaction Documents and the transactions contemplated

thereby in the form attached hereto as Exhibit C (the “Irrevocable Resolutions”);

j. Officer’s Certificate. Delivery by the Company to the Buyer of a certificate

of the Chief Executive Officer of the Company in the form attached hereto as Exhibit D;

k. Search Results. Delivery by the Company to the Buyer of copies of UCC

search reports, issued by the Secretary of State of the state of incorporation of the Company and

each Subsidiary, dated such a date as is reasonably acceptable to Buyer, listing all effective

financing statements which name the Company or Subsidiary (as applicable), under its present

name and any previous names, as debtor, together with copies of such financing statements;

l. Certificate of Good Standing. Delivery by the Company to the Buyer of a

copy of a certificate of good standing with respect to the Company, issued by the Secretary of

State of the state of incorporation of the Company, dated such a date as is reasonably acceptable

to Buyer, evidencing the good standing thereof;

m. Laws and Regulations; Consents and Approvals. There shall not be in

effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby,

or requiring any consent or approval which shall not have been obtained; and

n. Adverse Changes. From and after the date hereof to and including each

Closing Date, (i) the trading of the Common Stock shall not have been suspended by the SEC,

FINRA, or any other governmental or self-regulatory organization, and trading in securities

generally on OTCM shall not have been suspended or limited, nor shall minimum prices been

established for securities traded on the OTCM; (ii) there shall not have occurred any outbreak or

escalation of hostilities involving the United States or any material adverse change in any

financial market that in either case in the reasonable judgment of the Buyer makes it

impracticable or inadvisable to purchase the Debentures.

9. GOVERNING LAW; MISCELLANEOUS.

a. MANDATORY FORUM SELECTION.

ANY DISPUTE ARISING

UNDER, RELATING TO, OR IN CONNECTION WITH THE AGREEMENT OR RELATED

TO ANY MATTER WHICH IS THE SUBJECT OF OR INCIDENTAL TO THE

AGREEMENT (WHETHER OR NOT SUCH CLAIM IS BASED UPON BREACH OF

CONTRACT OR TORT) SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION AND

VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN MIAMI-DADE

COUNTY, FLORIDA. THIS PROVISION IS INTENDED TO BE A “MANDATORY”

FORUM SELECTION CLAUSE AND GOVERNED BY AND INTERPRETED

CONSISTENTLY WITH FLORIDA LAW.

b. Governing Law. Except in the case of the Mandatory Forum Selection

clause above, this Agreement shall be delivered and accepted in and shall be deemed to be

contracts made under and governed by the internal laws of the State of Nevada, and for all

purposes shall be construed in accordance with the laws of the State of Nevada, without giving

effect to the choice of law provisions. To the extent determined by the applicable court

described above, the Company shall reimburse the Buyer for any reasonable legal fees and

disbursements incurred by the Buyer in enforcement of or protection of any of its rights under

any of the Transaction Documents.

c. Waivers. Failure of any party to exercise any right or remedy under this

Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate

as a waiver thereof.

d. Successors and Assigns. This Agreement shall inure to the benefit of and be

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

e. Construction. All pronouns and any variations thereof refer to the masculine,

feminine or neuter, singular or plural, as the context may require.

f. Facsimiles; E-mails. A facsimile or email transmission of this signed

Agreement or a Notice of Conversion under the Debentures shall be legal and binding on all

parties hereto. Such electronic signatures shall be the equivalent of original signatures.

g. Counterparts. This Agreement may be signed in one or more counterparts,

each of which shall be deemed an original.

h. Headings. The headings of this Agreement are for convenience of reference

and shall not form part of, or affect the interpretation of, this Agreement.

i. Enforceability. If any provision of this Agreement shall be invalid or

unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity

or enforceability of the remainder of this Agreement or the validity or enforceability of this

Agreement in any other jurisdiction.

j. Amendment. This Agreement may be amended only by the written consent

of a majority in interest of the holders of the Debentures and an instrument in writing signed by

the Company.

k. Entire Agreement. This Agreement, together with the other Transaction

Documents, supersedes all prior agreements and understandings among the parties hereto with

respect to the subject matter hereof.

l. No Strict Construction. This Agreement shall be construed as if both Parties

had equal say in its drafting, and thus shall not be construed against the drafter.

m. Further Assurances. Each party shall do and perform, or cause to be done

and performed, all such further acts and things, and shall execute and deliver all such other

agreements, certificates, instruments and documents, as the other party may reasonably request

in order to carry out the intent and accomplish the purposes of this Agreement and the

consummation of the transactions contemplated hereby.

10. NOTICES.

Any notice required or permitted hereunder shall be given in writing (unless otherwise

specified herein) and shall be deemed effectively given on the earliest of:

a. the date delivered, if delivered by personal delivery as against written receipt

therefor or by confirmed facsimile or email transmission,

b. the third (3^rd) business day after deposit, postage prepaid, in the United States

Postal Service by registered or certified mail, or

c. the first (1^st) business day after deposit with a recognized courier service (e.g.

FedEx, UPS, DHL, US Postal Service) for delivery by next-day express courier, with delivery

costs and fees prepaid,

in each case, addressed to each of the other parties thereunto entitled at the following addresses

(or at such other addresses as such party may designate by ten (10) days’ advance written notice

similarly given to each of the other parties hereto):

COMPANY:

Parallax Health Sciences, Inc.

0000 Xxxxx Xxxxxx, Xxxxx X

Xxxxx Xxxxxx, XX 00000

Attention: Xxxx Xxxxx, Chief Executive Officer

Email: Xxxx@XxxxxxxxXxxx.xxx

With copies to (which shall not constitute notice):

_______________________________

Attention: ______________________

Email: _________________________

BUYER:

Peak One Opportunity Fund, L.P.

000 Xxxxx Xxxxxxxx Xxxxx

Xxxxx Xxxxx, XX 00000

Attention: Xxxxx Xxxxxxxxx

Email: xxxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx

With copies to (which shall not constitute notice):

Anthony L.G., PLLC

000 Xxxxxxxx Xxxxxx, Xxxxx 000

Xxxx Xxxx Xxxxx, XX 00000

Attention: Xxxx Friend, Esq., LL.M.

Email: XXxxxxx@XxxxxxxXXXX.xxx

11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The Company’s

representations and warranties herein shall survive for so long as any Debentures are

outstanding, and shall inure to the benefit of the Buyer, its successors and assigns.

12. FEES; EXPENSES.

a. Commitment Fee. A non-accountable fee (the “Commitment Fee”) of (i)

Five Thousand and 00/100 Dollars ($5,000.00) on the Signing Closing Date (with respect to the

Signing Debenture), and Five Thousand and 00/100 Dollars ($5,000.00) on the Second Closing

Date (with respect to the Second Debenture), shall be withheld from the purchase price of the

respective debenture to cover the Buyer’s accounting fees, legal fees, and other transactional

costs incurred in connection with the transactions contemplated by this Agreement. The

Commitment Fee shall be paid on the respective closing dates if Buyer does not withhold such

amounts from the respective purchase price pursuant to Section 12(b). In addition, at the time of

Buyer’s funding of each Debenture, the Company shall issue to Investments as a commitment

fee, a common stock purchase warrant to purchase 300,000 shares of the Company’s common

stock pursuant to the terms of the Warrant (all common stock purchase warrants issuable

hereunder, including now and in the future, shall be referred to, in the aggregate, as the

“Warrant”).

b. Disbursements. In furtherance of the foregoing, the Company hereby

authorizes the Buyer to deduct the cash portion of the Commitment Fee from the Signing

Purchase Price and Second Purchase Price, and transmit same to the respective payee.

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement has been duly executed by the Buyer and

the Company as of the date first set forth above.

COMPANY:

PARALLAX HEALTH SCIENCES, INC.

By: ______________________________________

Name: Xxxx Xxxxx

Title: Chief Executive Officer

BUYER:

PEAK ONE OPPORTUNITY FUND, L.P.

By: Peak One Investments, LLC,

General Partner

By: ___________________________________

Name: Xxxxx Xxxxxxxxx

Title: Managing Member

[Signature Page to Securities Purchase Agreement]

SCHEDULE 3(b)

COMPANY ORGANIZATION CHART

Subsidiary / Affiliate

Jurisdiction of Incorporation

Percentage of Ownership

Name and Relationship

SCHEDULE 3(c)

COMPANY CAPITALIZATION TABLE

COMMON STOCK AND COMMON STOCK EQUIVALENTS

ISSUED, OUTSTANDING AND RESERVED

DESCRIPTION

AMOUNT

Authorized Common Stock

Authorized Capital Stock

Authorized Common Stock

Issued Common Stock

Outstanding Common Stock

Treasury Stock

Authorized, but unissued

Authorized Preferred Stock

Issued Preferred Stock

Reserved for Equity Incentive Plans

Reserved for Convertible Debt

Reserved for Options and Warrants

Reserved for Other Purposes

TOTAL COMMON STOCK AND COMMON

STOCK EQUIVALENTS OUTSTANDING

EXHIBITS

Exhibit A

FORM OF DEBENTURE

Exhibit B

FORM OF TRANSFER AGENT INSTRUCTION LETTER

Exhibit C

FORM OF RESOLUTIONS OF THE BOARD OF DIRECTORS

Exhibit D

FORM OF OFFICER’S CERTIFICATE

EXHIBIT A

FORM OF DEBENTURE

(see attached)

EXHIBIT B

PARALLAX HEALTH SCIENCES, INC.

IRREVOCABLE TRANSFER AGENT INSTRUCTION LETTER

(see attached)

EXHIBIT C

IRREVOCABLE CORPORATE RESOLUTIONS OF THE

BOARD OF DIRECTORS OF

PARALLAX HEALTH SCIENCES, INC.

(see attached)

EXHIBIT D

OFFICER'S CERTIFICATE

(see attached)

EXHIBIT I

ARTICLES OF INCORPORATION

(see attached)

EXHIBIT II

BYLAWS

(see attached)

EXHIBIT III

RESOLUTIONS OF THE BOARD OF DIRECTORS

(see attached)

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Table of Contents

SECURITIES PURCHASE AGREEMENT

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