Ex 10.1 Warrant Agreement

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS

EXERCISABLE HAVE BEEN REGISTERED WITH THE UNITED STATES 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: 1,300,000

Initial Exercise Date: March 18, 2019

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies

that, for value received, Harbor Gates Capital, LLC, a Wyoming corporation, or its assigns (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 date hereof (the “Initial Exercise Date”) and on

or prior to 5 PM New York City Time on March 18, 2024 (the “Termination Date”) but not

thereafter, to subscribe for and purchase from Parallax Health Sciences, Inc., a Nevada

corporation (the “Company”), up to 1,300,000 shares (as subject to adjustment hereunder, the

“Warrant Shares”) 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 1.00(b).

Section 1.00 Exercise.

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

Warrant may be made, in whole or in part, at any time or times on or after the Initial

Exercise Date and on or before the Termination 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 (or e-mail attachment) of the Notice of

Exercise in the form annexed hereto and within five (5) 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 or, if available, pursuant to the cashless

exercise procedure specified in Section 1.00(c) below. No ink-original Notice of Exercise

shall be required, nor shall any medallion guarantee (or other type of guarantee or

notarization) of any Notice of Exercise form be required. Notwithstanding anything

herein to the contrary, the Holder shall not be 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 five (5) 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 Shares purchased and the date of such purchases.

The Company shall deliver any objection to any Notice of Exercise within one (1)

Business Day of receipt of such notice. 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 initially be $0.20, subject to adjustment hereunder (the “Exercise

Price”).

Cashless Exercise. If at any time after the six month anniversary of the

Initial Exercise Date, there is no effective Registration Statement registering, or no

current prospectus available for, the resale of the Warrant Shares by the Holder, then this

Warrant may only be exercised, in whole or in part, at such time by means of a “cashless

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

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

(A) = the VWAP on the Trading Day immediately preceding the date on which

Holder elects to exercise this Warrant by means of a “cashless exercise,” as

set forth in the applicable Notice of Exercise;

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

(X) = the number of Warrant Shares that would be issuable upon exercise of this

Warrant in accordance with the terms of this Warrant if such exercise were

by means of a cash exercise rather than a cashless exercise.

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge

and agree that in accordance with Section 3.00(a)(9) of the Securities Act, the Warrant

Shares shall take on the characteristics of the Warrants being exercised, and the holding

period of the Warrants being exercised may be tacked on to the holding period of the

Warrant Shares. The Company agrees not to take any position contrary to this Section

2.00(c).

“Trading Day” shall mean a day on which there is trading or quoting for any

security on the Principal Market.

“VWAP” means, for any date, the price determined by the first of the following

clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading

Market, the daily volume weighted average price of the Common Stock for such date (or

the nearest preceding date) on the Trading Market on which the Common Stock is then

listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m.

(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is

not a Trading Market, the volume weighted average price of the Common Stock for such

date (or the nearest preceding date) on OTCQB or OTCQX as appli cable, (c) if the

Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if

prices for the Common Stock are then reported in the “Pink Sheets” published by OTC

Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting

prices), the most recent bid price per share of the Common Stock so reported, or (d) in all

other cases, the fair market value of a share of Common Stock as determined by an

independent appraiser selected in good faith by the Holders of a majority in interest of the

Securities then outstanding and reasonably acceptable to the Company, the fees and

expenses of which shall be paid by the Company.

Notwithstanding anything herein to the contrary, on the Termination Date, this

Warrant shall be automatically exercised via cashless exercise pursuant to this Section

1.00(c).

Mechanics of Exercise.

i. Delivery of Warrant Shares Upon Exercise. Warrant Shares

purchased hereunder shall be transmitted by the Transfer Agent to the

Holder by crediting the account of the Holder’s or its designee’s balance

account with The Depository Trust Company through its Deposit or

Withdrawal at Custodian system (“DWAC”) if the Company is then a

participant in such system and either (A) there is an effective registration

statement permitting the issuance of the Warrant Shares to or resale of

the Warrant Shares by the Holder or (B) the Warrant Shares are eligible

for resale by the Holder without volume or manner-of-sale limitations

pursuant to Rule 144, and otherwise by physical delivery of a certificate,

registered in the Company’s share register in the name of the Holder or

its designee, for the number of Warrant Shares to which the Holder is

entitled pursuant to such exercise to the address specified by the Holder

in the Notice of Exercise by the date that is five (5) Trading Days after

the delivery to the Company of the Notice of Exercise (such date, the

“Warrant Share Delivery Date ”).

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, with payment to the Company of the Exercise Price (or

by cashless exercise, if permitted) and all taxes required to be paid by

the Holder, if any, pursuant to Section 1.00(d)(vi) prior to the issuance

of such shares, having been paid.

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, at the time of delivery of the

Warrant Shares, deliver to the Holder a new Warrant evidencing the

rights of the 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 the

Transfer Agent to transmit to the Holder the Warrant Shares pursuant to

Section 1.00(d)(i) by the Warrant Share Delivery Date, then the Holder

will have the right to rescind such exercise.

iv.

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 the Holder 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.

Charges, Taxes and Expenses. Issuance of 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 Warrant Shares,

all of which taxes and expenses shall be paid by the Company, and such

Warrant Shares 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 that 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. The Company shall pay all Transfer Agent fees

required for same-day processing of any Notice of Exercise and all fees

to the Depository Trust Company (or another established clearing

corporation performing similar functions) required for same-day

electronic delivery of the Warrant Shares.

vi.

Closing of Books. The Company will not close its

stockholder books or records in any manner which prevents the timely

exercise of this Warrant, pursuant to the terms hereof.

Holder’s Exercise Limitations. 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 2.00 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 Persons 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 (i) exercise of the remaining, nonexercised portion of this Warrant

beneficially owned by the Holder or any of its Affiliates and (ii) exercise or

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

the Company (including, without limitation, any other

Common Stock

Equivalents) subject to a limitation on conversion or exercise analogous to 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 1.00(e), beneficial ownership shall be calculated in accordance with

Section 1.003(d) of the Exchange Act and the rules and regulations promulgated

thereunder, it being acknowledged by the Holder that the Company is not

representing to the Holder that such calculation is in compliance with Section

1.003(d) of the Exchange Act and the Holder is solely responsible for any

schedules required to be filed in accordance therewith. To the extent that the

limitation contained in this Section 1.00(e) 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 Holder’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 1.003(d) of the Exchange Act and the

rules and regulations promulgated thereunder. For purposes of this Section

1.00(e), 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 (A) the Company’s most recent periodic or annual report filed with

the Commission, as the case may be, (B) a more recent public announcement by

the Company or (C) a more recent written notice by the Company or the 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

9.99% 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. The Holder, upon notice to the Company, may increase

or decrease the Beneficial Ownership Limitation provisions of this Section

2.00(e), provided that the Beneficial Ownership Limitation in no event exceeds

9.99% of the number of shares of the Common Stock outstanding immediately

after giving effect to the issuance of shares of Common Stock upon exercise of

this Warrant held by the Holder and the provisions of this Section 1.00(e) shall

continue to apply. Any increase in the Beneficial Ownership Limitation will not

be effective until the 61^st day after such notice is delivered to the Company. The

provisions of this paragraph shall be construed and implemented in a manner

otherwise than in strict conformity with the terms of this Section 1.00(e) 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.

Section 2.00 Certain Adjustments.

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

Warrant is outstanding: (i) pays a stock dividend or otherwise makes 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), (ii) subdivides outstanding shares of Common Stock into a larger number of

shares, (iii) combines (including by way of reverse stock split) outstanding shares of

Common Stock into a smaller number of shares or (iv) 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 (excluding treasury shares, if any) 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 2.00(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 Rights Offerings. In addition to any adjustments pursuant to

Section 2.00(a) above, if at any time the Company grants, issues or sells any Common

Stock Equivalents or rights to purchase stock, warrants, securities or other property pro

rata to the record holders of any class of shares of Common Stock (the “Purchase

Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such

Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if

the Holder had held the number of shares of Common Stock acquirable upon complete

exercise of this Warrant (without regard to any limitations on exercise hereof, including

without limitation, the Beneficial Ownership Limitation) immediately before the date on

which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no

such record is taken, the date as of which the record holders of shares of Common Stock

are to be determined for the grant, issue or sale of such Purchase Rights (provided,

however, to the extent that the Holder’s right to participate in any such Purchase Right

would result in the Holder exceeding the Beneficial Ownership Limitation, then the

Holder shall not be entitled to participate in such Purchase Right to such extent (or

beneficial ownership of such shares of Common Stock as a result of such Purchase Right

to such extent) and such Purchase Right to such extent shall be held in abeyance for the

Holder until such time, if ever, as its right thereto would not result in the Holder

exceeding the Beneficial Ownership Limitation).

Pro Rata Distributions. During such time as this Warrant is outstanding, if

the Company shall declare or make any dividend or other distribution of its assets (or

rights to acquire its assets) to holders of shares of Common Stock, by way of return of

capital or otherwise (including, without limitation, any distribution of cash, stock or other

securities, property or options by way of a dividend, spin off, reclassification, corporate

rearrangement, scheme of arrangement or other similar transaction) (a "Distribution"), at

any time after the issuance of this Warrant, then, in each such case, the Holder shall be

entitled to participate in such Distribution to the same extent that the Holder would have

participated therein if the Holder had held the number of shares of Common Stock

acquirable upon complete exercise of this Warrant (without regard to any limitations on

exercise hereof, including without limitation, the Beneficial Ownership Limitation)

immediately before the date of which a record is taken for such Distribution, or, if no

such record is taken, the date as of which the record holders of shares of Common Stock

are to be determined for the participation in such Distribution (provided, however, to the

extent that the Holder's right to participate in any such Distribution would result in the

Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be

entitled to participate in such Distribution to such extent (or in the beneficial ownership

of any shares of Common Stock as a result of such Distribution to such extent) and the

portion of such Distribution shall be held in abeyance for the benefit of the Holder until

such time, if ever, as its right thereto would not result in the Holder exceeding the

Beneficial Ownership Limitation).

Fundamental Transaction. If, at any time while this Warrant is

outstanding, (i) the Company, directly or indirectly, in one or more related transactions

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

Company, directly or indirectly, effects any sale, lease, license, assignment, transfer,

conveyance or other disposition of all or substantially all of its assets in one or a series of

related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange

offer (whether by the Company or another Person) is completed pursuant to which

holders of Common Stock are permitted to sell, tender or exchange their shares for other

securities, cash or property and has been accepted by the holders of 50% or more of the

outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more

related transactions effects any reclassification, reorganization or recapitalization 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, or (v) the

Company, directly or indirectly, in one or more related transactions consummates a stock

or share purchase agreement or other business combination (including, without limitation,

a reorganization, recapitalization, spin-off or scheme of arrangement) with another

Person or group of Persons whereby such other Person or group acquires more than 50%

of the outstanding shares of Common Stock (not including any shares of Common Stock

held by the other Person or other Persons making or party to, or associated or affiliated

with the other Persons making or party to, such stock or share purchase agreement or

other business combination) (each a “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, at the option of the Holder (without regard

to any limitation in Section 1.00(e) on the exercise of this Warrant), 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 Fundamental Transaction by a holder of

the number of shares of Common Stock for which this Warrant is exercisable

immediately prior to such Fundamental Transaction (without regard to any limitation in

Section 1.00(e) on the exercise of this Warrant). 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. Notwithstanding

anything to the contrary, in the event of a Fundamental Transaction, the Company or any

Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time

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

Transaction, purchase this Warrant from the Holder by paying to the Holder an amount of

cash equal to the Black Scholes Value of the remaining unexercised portion of this

Warrant on the date of the consummation of such Fundamental Transaction. “Black

Scholes Value” means the value of this Warrant based on the Black and Scholes Option

Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”)

determined as of the day of consummation of the applicable Fundamental Transaction for

pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S.

Treasury rate for a period equal to the time between the date of the public announcement

of the applicable Fundamental Transaction and the Termination Date, (B) an expected

volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT

function on Bloomberg as of the Trading Day immediately following the public

announcement of the applicable Fundamental Transaction, (C) the underlying price per

share used in such calculation shall be the sum of the price per share being offered in

cash, if any, plus the value of any non-cash consideration, if any, being offered in such

Fundamental Transaction and (D) a remaining option time equal to the time between the

date of the public announcement of the applicable Fundamental Transaction and the

Termination Date. The Company shall cause any successor entity in a Fundamental

Transaction in which the Company is not the survivor (the “Successor Entity”) to

assume in writing all of the obligations of the Company under this Warrant and the other

Transaction Documents in accordance with the provisions of this Section 3.00(e)

pursuant to written agreements in form and substance reasonably satisfactory to the

Holder and approved by the Holder (without unreasonable delay) prior to such

Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in

exchange for this Warrant a security of the Successor Entity evidenced by a written

instrument substantially similar in form and substance to this Warrant which is

exercisable for a corresponding number of shares of capital stock of such Successor

Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and

receivable upon exercise of this Warrant (without regard to any limitations on the

exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise

price which applies the exercise price hereunder to such shares of capital stock (but

taking into account the relative value of the shares of Common Stock pursuant to such

Fundamental Transaction and the value of such shares of capital stock, such number of

shares of capital stock and such exercise price being for the purpose of protecting the

economic value of this Warrant immediately prior to the consummation of such

Fundamental Transaction), and which is reasonably satisfactory in form and substance to

the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor

Entity shall succeed to, and be substituted for (so that from and after the date of such

Fundamental Transaction, the provisions of this Warrant and the other Transaction

Documents referring to the “Company” shall refer instead to the Successor Entity), and

may exercise every right and power of the Company and shall assume all of the

obligations of the Company under this Warrant and the other Transaction Documents

with the same effect as if such Successor Entity had been named as the Company herein.

Calculations. All calculations under this Section 2.00 shall be made to the

nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this

Section 2.00, 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 2.00, the Company shall

promptly mail to the Holder a notice setting forth the Exercise Price after

such adjustment and any resulting adjustment to the number of Warrant

Shares and setting forth a brief statement of the facts requiring such

adjustment.

ii. Notice to Allow Exercise by Holder. 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, or any compulsory share exchange whereby the Common Stock

is converted into other securities, cash or property, or (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 20 calendar 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. To

the extent that any notice provided in this Warrant constitutes, or contains,

material, non-public information regarding the Company or any of the

Subsidiaries, the Company shall simultaneously file such notice with the

Commission pursuant to a Current Report on Form 8-K. The Holder shall

remain 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 except as may otherwise be expressly set forth herein.

Section 3.00 Transfer of Warrant.

Transferability. Subject to compliance with any applicable securities laws

and the conditions set forth in Section 3.00(d) hereof, this Warrant and all rights

hereunder are transferable, in whole or in part, upon surrender of this Warrant at the

principal office of the Company or its designated agent, togeth er 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 required, such payment, the

Company shall execute and deliver a new Warrant or Warrants in the name of the

assignee or assignees, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be

required to physically surrender this Warrant to the Company unless the Holder has

assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the

Company within three (3) Trading Days of the date the Holder delivers an assignment

form to the Company assigning this Warrant full. The Warrant, if properly assigned in

accordance herewith, 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

3.00(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

either (i) registered pursuant to an effective registration statement under the Securities

Act and under applicable state securities or blue sky laws or (ii) eligible for resale

without volume or manner-of-sale restrictions or current public information requirements

pursuant to 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, make usual and

customary representations as to investment intent to the Company

Representation by the Holder. The Holder, by the acceptance hereof,

represents and warrants that it is acquiring this Warrant and, upon any exercise hereof,

will acquire the Warrant Shares issuable upon such exercise, for its own account and not

with a view to or for distributing or reselling such Warrant Shares or any part thereof in

violation of the Securities Act or any applicable state securities law, except pursuant to

sales registered or exempted under the Securities ò䀄怅瀁ကM

Section 4.00 Miscellaneous.

No Rights as Stockholder Until Exercise. This Warrant does not entitle

the Holder to any voting rights, dividends or other rights as a stockholder of the Company

prior to the exercise hereof as set forth in Section 1.00(d)(i), except as expressly set forth

in Section 2.00.

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 period the Warrant is

outstanding, it will reserve from its authorized and unissued Common Stock a

sufficient number of shares to provide for the issuance of the Warrant Shares

upon the exercise of any purchase rights under this Warrant. The Company

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

its officers who are charged with the duty of issuing the necessary 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

and payment for such Warrant Shares in accordance herewith, 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

(i) 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, (ii)

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 (iii) 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.

Before taking any action which would result in an adjustment in the

number of Warrant Shares for which this Warrant is exercisable or in the Exercise

Price, the Company shall obtain all such authorizations or exemptions thereof, or

consents thereto, as may be necessary from any public regulatory body or bodies

having jurisdiction thereof.

Jurisdiction. All questions concerning the construction, validity,

enforcement and interpretation of this Warrant shall be determined in accordance with the

laws of the Commonwealth of Puerto Rico as they are applied to contracts executed,

delivered and to be wholly performed within the Commonwealth of Puerto Rico.

Restrictions. The Holder acknowledges that the Warrant Shares acquired

upon the exercise of this Warrant, if not registered and if the Holder does not utilize

cashless exercise, 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 the Holder’s rights, powers or remedies, notwithstanding the fact

that all rights hereunder terminate on the Termination 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 the 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 the

Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its

rights, powers or remedies hereunder.

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

be given or delivered to the either party to the other shall be delivered in by recognized

overnight courier, facsimile or email as follows:

If to the Investor:

Harbor Gates Capital, LLC

Caribe Plaza Office Building 6th Floor

Palmeras St. #53

San Juan, PR 00901

Email: admin@tangierscapital.com

If to the Company: Parallax Health Sciences, Inc.

1327 Ocean Avenue, Suite B

Santa Monica, CA 90401

Email: paul@parallaxcare.com

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

affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and

no enumeration herein of the rights or privileges of the Holder, shall give rise to any

liability of the 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.

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 and permitted assigns of the Company and the successors

and permitted assigns of Holder. The provisions of this Warrant are intended to be for

the benefit of any Holder 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.

********************

[Signature Page to Follow.]

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: Paul R. Arena

Title:

Chief Executive Officer

NOTICE OF EXERCISE

TO: PARALLAX HEALTH SCIENCES, INC.

(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.

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

[ ] in lawful money of the United States; or

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

accordance with the formula set forth in subSection 1.00(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 1.00(c).

(3) Please issue 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:

_______________________________

(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 Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of Investing Entity: ________________________________________________ô M

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ____________________________________________ô

=_______________________________

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this

form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Dated: _______________ __, ______

Holder’s Signature:

Holder’s Address: