Ex 4.1 12% Fixed Convertible Promissory Note

EXHIBIT A

Note: March 18, 2019

NEITHER THESE SECURITI ES NOR THE SECURITIES INTO WHICH THESE

SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED

STATES SECURITIES AND EXCHANGE COMMISSION 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.

THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE

EVENT OF A PARTIAL REDEMPTION OR CONVERSION.

AS A RESULT,

FOLLOWING ANY REDEMPTION OR CONVERSION OF ANY PORTION OF THIS

NOTE, THE OUTSTANDING PRINCIPAL SUM REPRESENTED BY THIS NOTE MAY

BE LESS THAN THE PRINCIPAL SUM AND ACCRUED INTEREST SET FORTH

BELOW.

12% FIXED CONVERTIBLE PROMISSORY NOTE

PARALLAX HEALTH SCIENCES, INC.

Issuance Date: March 18, 2019

Total Face Value of Note: $260,000

Initial Consideration: $125,000

Initial Original Issue Discount: $5,000

Initial Principal Sum Due: $130,000

THIS NOTE is a duly authorized Fixed Convertible Promissory Note of Parallax Health

Sciences, Inc., a corporation duly organized and existing under the laws of the State of Nevada

(the “Company”), designated as the Company's 12% Fixed Convertible Promissory Note in the

principal amount of $260,000 (the “Note”). This Note will become effective only upon

execution by both parties and delivery of the first payment of consideration by the Holder,

defined below, (the “Effective Date”).

FOR VALUE RECEIVED, the Company hereby promises to pay to the order of Harbor

Gates Capital, LLC or its registered assigns or successors-in-interest (the “Holder”) the

principal sum of $260,000 (the “Principal Sum”) and to pay “guaranteed” interest on the

principal balance hereof at an amount equivalent to 12% of the Principal Sum, to the extent such

Principal Sum and “guaranteed” interest and any other interest, fees, liquidated damages and/or

items due to Holder herein have not been repaid or converted into the Company's Common Stock

(the “Common Stock”), in accordance with the terms hereof. Upon the execution of this Note

the sum of $125,000 (the “Initial Consideration”) shall be remitted and delivered to the

Company, and $5,000 (the “Initial Original Issue Discount”) shall be retained by the Holder

through an original issue discount (the “OID”) for due diligence and legal bills related to this

transaction. The OID is set at $10,000 on all money funded, and shall be prorated based on the

Consideration, defined below, actually paid by the Holder. The Company covenants that within 1

month(s) of the Effective Date of the Note, it shall utilize approximately $125,000 of the

proceeds in the manner set forth on Schedule 1, attached hereto (the “Use of Proceeds”), and

shall promptly provide evidence thereof to Holder, in sufficient detail as reasonably requested by

Holder.

For a period of twenty-one (21) calendar days, the Holder may pay additional

consideration (each, a “Consideration”) to the Company in such amounts and at such dates

(each, an “Additional Consideration Date”) as Holder may choose in its sole discretion. The

Principal Sum due to Holder shall be prorated based on the Consideration actually paid by

Holder (plus the “guaranteed” interest and the prorated OID, both which are prorated based on

the Consideration actually paid by the Holder, as well as any other interest or fees) such that the

Company is only required to repay the amount funded and the Company is not required to repay

any unfunded portion of this Note. The Maturity Date is six months from the Effective Date of

each payment (the “Maturity Date”) and is the date upon which the Principal Amount of this

Note, as well as any unpaid interest and other fees, shall be due and payable.

In addition to the “guaranteed” interest referenced above, and in the Event of Default

pursuant to Section 2.00(a), additional interest will accrue from the date of the Event of Default

at the rate equal to the lower of 22% per annum or the highest rate permitted by law (the

“Default Rate”).

This Note will become effective only upon the execution by both parties, including the

execution of Exhibits B, C, D, E, Schedule 1, and the Irrevocable Transfer Agent Instructions

(the “Date of Execution”) and delivery of the initial payment of consideration by the Holder (the

“Effective Date”).

This Note may be prepaid by the Company, in whole or in part, according to the

following schedule:

Days Since Effective Date

Prepayment Amount

Under 90

110% of Principal Amount

91-135

120% of Principal Amount

136-180

140% of Principal Amount

After 180 days from the Effective Date this Note may not be prepaid without written

consent from Holder, which consent may be withheld, delayed or denied in Holder’s sole and

absolute discretion. Whenever any amount expressed to be due by the terms of this Note is due

on any day which is not a Business Day (as defined below), the same shall instead be due on the

next succeeding day which is a Business Day. If the Note is in default, per Section 2.00(a)

below, the Company may not prepay the Note without written consent of the Holder.

For purposes hereof the following terms shall have the meanings ascribed to them below:

“Business Day” shall mean any day other than a Saturday, Sunday or a day on which

commercial banks in the City of New York are authorized or required by law or executive order

to remain closed.

“Conversion Price” shall be fixed at a price per share equal to $.10.

“Principal Amount” shall refer to the sum of (i) the original principal sum of this Note

(including the original issue discount, prorated if the Note has not been funded in full), (ii) any

additional payments made by the Holder towards the Principal Sum (iii) all guaranteed and other

accrued but unpaid interest hereunder, (iv) any fees due hereunder, (v) liquidated damages, and

(vi) any default payments owing under the Note, in each case previously paid or added to the

Principal Amount.

“Principal Market” shall refer to the primary exchange on which the Company’s

common stock is traded or quoted.

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

the Principal Market.

“Underlying Shares” means the shares of common stock into which the Note is

convertible (including interest, fees, liquidated damages and/or principal payments in common

stock as set forth herein) in accordance with the terms hereof.

The following terms and conditions shall apply to this Note:

Section 1.00 Conversion.

(a)

Conversion Right. Subject to the terms hereof and restrictions and

limitations contained herein, the Holder shall have the right, at the Holder's sole option, at any

time and from time to time to convert in whole or in part the outstanding and unpaid Principal

Amount under this Note into shares of Common Stock as per the Conversion Price, but not to

exceed the Restricted Ownership Percentage, as defined in Section 1.00(f). The date of any

conversion notice (“Conversion Notice”) hereunder shall be referred to herein as the

“Conversion Date”. The Conversion Price shall be equitably adjusted in the event of a forward

split, stock dividend, or the like, but shall not be adjusted in the event of a reverse split,

recombination, or the like.

(b)

Stock Certificates or DWAC. The Company will deliver to the Holder, or

Holder’s authorized designee, no later than 2 Trading Days after the Conversion Date, a

certificate or certificates (which certificate(s) shall be free of restrictive legends and trading

restrictions if the shares of Common Stock underlying the portion of the Note being converted

are eligible under a resale exemption pursuant to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) of the

Securities Act of 1933, as amended) representing the number of shares of Common Stock being

acquired upon the conversion of this Note. In lieu of delivering physical certificates representing

the shares of Common Stock issuable upon conversion of this Note, provided the Company's

transfer agent is participating in DTC’s FAST program, the Company shall instead use

commercially reasonable efforts to cause its transfer agent to electronically transmit such shares

issuable upon conversion to the Holder (or its designee), by crediting the account of the Holder’s

(or such designee’s) broker with DTC through its DWAC program (provided that the same time

periods herein as for stock certificates shall apply).

(c)

Charges and Expenses. Issuance of Common Stock to Holder, or any of its

assignees, upon the conversion of this Note shall be made without charge to the Holder for any

issuance fee, transfer tax, legal opinion and related charges, postage/mailing charge or any other

expense with respect to the issuance of such Common Stock. Company shall pay all Transfer

Agent fees incurred from the issuance of the Common Stock to Holder, as well as any and all

other fees and charges required by the Transfer Agent as a condition to effectuate such issuance.

Any such fees or charges, as noted in this Section that are paid by the Holder (whether from the

Company’s delays, outright refusal to pay, or otherwise), will be automatically added to the

Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144.

(d)

Delivery Timeline. If the Company fails to deliver to the Holder such

certificate or certificates (or shares through the DWAC program) pursuant to this Section (free of

any restrictions on transfer or legends, if eligible) prior to 3 Trading Days after the Conversion

Date, the Company shall pay to the Holder as liquidated damages an amount equal to $2,000 per

day, until such certificate or certificates are delivered. The Company acknowledges that it would

be extremely difficult or impracticable to determine the Holder’s actual damages and costs

resulting from a failure to deliver the Common Stock and the inclusion herein of any such

additional amounts are the agreed upon liquidated damages representing a reasonable estimate of

those damages and costs. Such liquidated damages will be automatically added to the Principal

Sum of the Note and tack back to the Effective Date for purposes of Rule 144.

(e)

Reservation of Underlying Securities. The Company covenants that it will

at all times reserve and keep available for Holder, out of its authorized and unissued Common

Stock solely for the purpose of issuance upon conversion of this Note, free from preemptive

rights or any other actual contingent purchase rights of persons other than the Holder, five times

the number of shares of Common Stock as shall be issuable (taking into account the adjustments

under this Section 1.00, but without regard to any ownership limitations contained herein) upon

the conversion of this Note (consisting of the Principal Amount) under the formula in Section

2.00(c) below to Common Stock (the “Required Reserve”). The Company covenants that all

shares of Common Stock that shall be issuable will, upon issue, be duly authorized, validly

issued, fully-paid, non-assessable and freely-tradable (if eligible). If the amount of shares on

reserve in Holder’s name at the Company’s transfer agent for this Note shall drop below the

Required Reserve, the Company will, within 2 Trading Days of notification from Holder, instruct

the transfer agent to increase the number of shares so that the Required Reserve is met. In the

event that the Company does not instruct the transfer agent to increase the number of shares so

that the Required Reserve is met, the Holder will be allowed, if applicable, to provide this

instruction as per the terms of the Irrevocable Transfer Agent Instructions attached to this Note.

The Company agrees that the maintenance of the Required Reserve is a material term of this

Note and any breach of this Section 1.00(e) will result in a default of the Note.

(f)

Conversion Limitation. The Holder will not submit a conversion to the

Company that would result in the Holder beneficially owning more than 9.99% of the then total

outstanding shares of the Company (“Restricted Ownership Percentage”).

(g)

Conversion Delays. If the Company fails to deliver shares in accordance

with the timeframe stated in Section 1.00(b), the Holder, at any time prior to selling all of those

shares, may rescind any portion, in whole or in part, of that particular conversion attributable to

the unsold shares. The rescinded conversion amount will be returned to the Principal Sum with

the rescinded conversion shares returned to the Company, under the expectation that any

returned conversion amounts will tack back to the Effective Date.

(h)

Shorting and Hedging. Holder may not engage in any “shorting” or

“hedging” transaction(s) in the Common Stock prior to conversion.

(i)

Conversion Right Unconditional. If the Holder shall provide a Conversion

Notice as provided herein, the Company's obligations to deliver Common Stock shall be absolute

and unconditional, irrespective of any claim of setoff, counterclaim, recoupment, or alleged

breach by the Holder of any obligation to the Company.

Section 2.00 Defaults and Remedies.

(a)

Events of Default. An “Event of Default” is: (i) a default in payment of

any amount due hereunder which default continues for more than 5 Trading Days after the due

date; (ii) a default in the timely issuance of underlying shares upon and in accordance with terms

of Section 1.00, which default continues for 2 Trading Days after the Company has failed to

issue shares or deliver stock certificates within the 3rd Trading Day following the Conversion

Date; (iii) if the Company does not issue the press release or file the Current Report on Form 8-

K, in each case in accordance with the provisions and the deadlines referenced Section 4.00(j);

(iv) failure by the Company for 3 days after notice has been received by the Company to comply

with any material provision of this Note; (v) failure of the Company to remain compliant with

DTC, thus incurring a “chilled” status with DTC; (vi) any default of any mortgage, indenture or

instrument which may be issued, or by which there may be secured or evidenced any

indebtedness, for money borrowed by the Company or for money borrowed the repayment of

which is guaranteed by the Company, whether such indebtedness or guarantee now exists or

shall be created hereafter; (vii) if the Company is subject to any Bankruptcy Event; (viii) any

failure of the Company to satisfy its “filing” obligations under the Securities Exchange Act of

1934, as amended (the “1934 Act”) and the rules and guidelines issued by OTC Markets News

Service, OTCMarkets.com and their affiliates; (ix) failure of the Company to remain in good

standing with its state of domicile; (x) any failure of the Company to provide the Holder with

information related to its corporate structure including, but not limited to, the number of

authorized and outstanding shares, public float, etc. within 1 Trading Day of request by Holder;

(xi) failure by the Company to maintain the Required Reserve in accordance with the terms of

Section 1.00(e); (xii) failure of Company’s Common Stock to maintain a closing bid price in its

Principal Market for more than 3 consecutive Trading Days; (xiii) any delisting from a Principal

Market for any reason; (xiv) failure by Company to pay any of its Transfer Agent fees in excess

of $2,000 or to maintain a Transfer Agent of record; (xv) failure by Company to notify Holder of

a change in Transfer Agent within 24 hours of such change; (xvi) any trading suspension

imposed by the United States Securities and Exchange Commission (the “SEC”) under Sections

12(j) or 12(k) of the 1934 Act; (xvii) failure by the Company to meet all requirements necessary

to satisfy the availability of Rule 144 to the Holder or its assigns, including but not limited to the

timely fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC,

requirements for XBRL filings, and requirements for disclosure of financial statements on its

website; (xviii) failure of the Company to abide by the Use of Proceeds or failure of the Company to

inform the Holder of a change in the Use of Proceeds; or (xix) failure of the Company to abide by

the terms of the right of first refusal contained in Section 4.00(l).

(b)

Remedies. If an Event of Default occurs, the outstanding Principal

Amount of this Note owing in respect thereof through the date of acceleration, shall become, at

the Holder's election, immediately due and payable in cash at the “Mandatory Default

Amount”. The Mandatory Default Amount means 40% of the outstanding Principal Amount of

this Note, will be automatically added to the Principal Sum of the Note and tack back to the

Effective Date for purposes of Rule 144. Commencing 5 days after the occurrence of any Event

of Default that results in the eventual acceleration of this Note, this Note shall accrue additional

interest, in addition to the Note’s “guaranteed” interest, at a rate equal to the lesser of 22% per

annum or the maximum rate permitted under applicable law. In connection with such

acceleration described herein, the Holder need not provide, and the Issuer hereby waives, any

presentment, demand, protest or other notice of any kind, and the Holder may immediately and

without expiration of any grace period enforce any and all of its rights and remedies hereunder

and all other remedies available to it under applicable law. Such acceleration may be rescinded

and annulled by the Holder at any time prior to payment hereunder and the Holder shall have all

rights as a holder of the note until such time, if any, as the Holder receives full payment pursuant

to this Section 2.00(b). No such rescission or annulment shall affect any subsequent event of

default or impair any right consequent thereon. Nothing herein shall limit the Holder's right to

pursue any other remedies available to it at law or in equity including, without limitation, a

decree of specific performance and/or injunctive relief with respect to the Issuer's failure to

timely deliver certificates representing shares of Common Stock upon conversion of the Note as

required pursuant to the terms hereof.

(c)

Maturity Default Conversion Right. At any time and from time to time

after a default occurs solely due to the fact the Note is not retired on or before the Maturity Date

(“Maturity Default”), subject to the terms hereof and restrictions and limitations contained

herein, the Holder shall have the right, at the Holder's sole option, to convert in whole or in part

the outstanding and unpaid Principal Amount under this Note into shares of Common Stock at

the Maturity Default Conversion Price. The “Maturity Default Conversion Price” shall be

equal to the lower of: (a) the Conversion Price or (b) 70% of the second lowest trading price of

the Company’s common stock during the 20 consecutive Trading Days prior to the date on

which Holder elects to convert all or part of the Note. For the purpose of calculating the

Maturity Default Conversion Price only, any time after 4:00 pm Eastern Time (the closing time

of the Principal Market) shall be considered to be the beginning of the next Business Day. If the

Company is placed on “chilled” status with the DTC, the discount shall be increased by 10%,

i.e., from 30% to 40%, until such chill is remedied. If the Company is not DWAC eligible

through their Transfer Agent and DTC’s FAST system, the discount will be increased by 5%,

i.e., from 30% to 35%. In the case of both, the discount shall be a cumulative increase of 15%,

i.e., from 30% to 45%.

Section 3.00 Representations and Warranties of Holder.

Holder hereby represents and warrants to the Company that:

(a)

Holder is an “accredited investor,” as such term is defined in Regulation D

of the Securities Act of 1933, as amended (the “1933 Act”), and will acquire this Note and the

Underlying Shares (collectively, the “Securities”) for its own account and not with a view to a

sale or distribution thereof as that term is used in Section 2(a)(11) of the 1933 Act, in a manner

which would require registration under the 1933 Act or any state securities laws. Holder has such

knowledge and experience in financial and business matters that such Holder is capable of

evaluating the merits and risks of the Securities. Holder can bear the economic risk of the

Securities, has knowledge and experience in financial business matters and is capable of bearing

and managing the risk of investment in the Securities. Holder recognizes that the Securities have

not been registered under the 1933 Act, nor under the securities laws of any state and, therefore,

cannot be resold unless the resale of the Securities is registered under the 1933 Act or unless an

exemption from registration is available. Holder has carefully considered and has, to the extent

Holder believes such discussion necessary, discussed with its professional, legal, tax and

financial advisors, the suitability of an investment in the Securities for its particular tax and

financial situation and its advisers, if such advisors were deemed necessary, and has determined

that the Securities are a suitable investment for it. Holder has not been offered the Securities by

any form of general solicitation or advertising, including, but not limited to, advertisements,

articles, notices or other communications published in any newspaper, magazine, or other similar

media or television or radio broadcast or any seminar or meeting where, to Holders’ knowledge,

those individuals that have attended have been invited by any such or similar means of general

solicitation or advertising. Holder has had an opportunity to ask questions of and receive

satisfactory answers from the Company, or any person or persons acting on behalf of the

Company, concerning the terms and conditions of the Securities and the Company, and all such

questions have been answered to the full satisfaction of Holder. The Company has not supplied

Holder any information regarding the Securities or an investment in the Securities other than as

contained in this Agreement, and Holder is relying on its own investigation and evaluation of the

Company and the Securities and not on any other information.

(b)

The Holder is a limited liability company duly organized, validly existing

and in good standing under the laws of the state of its incorporation and has all requisite

corporate power and authority to carry on its business as now conducted. The Holder is duly

qualified to transact business and is in good standing in each jurisdiction in which the failure to

so qualify would have a material adverse effect on its business or properties.

(c)

All limited liability company action has been taken on the part of the

Holder, its officers, directors, managers and members necessary for the authorization, execution

and delivery of this Note. The Holder has taken all limited liability company action required to

make all of the obligations of the Holder reflected in the provisions of this Note, valid and

enforceable obligations.

(d)

Each certificate or instrument representing Securities will be endorsed

with the following legend (or a substantially similar legend), unless or until registered under the

1933 Act or exempt from registration:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND

MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED

UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER

SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN

COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR

THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER

OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE

COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR

HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND

PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

Section 4.00 General.

(a)

Payment of Expenses. The Company agrees to pay all reasonable charges

and expenses, including attorneys' fees and expenses, which may be incurred by the Holder in

successfully enforcing this Note and/or collecting any amount due under this Note.

(b)

Assignment, Etc. The Holder may assign or transfer this Note to any

transferee at its sole discretion. This Note shall be binding upon the Company and its successors

and shall inure to the benefit of the Holder and its successors and permitted assigns.

(c)

Amendments. This Note may not be modified or amended, or any of the

provisions of this Note waived, except by written agreement of the Company and the Holder.

(d)

Funding Window. The Company agrees that it will not enter into a

convertible debt financing transaction with any party other than the Holder for a period of 30

Trading Days following the Effective Date and each Additional Consideration Date, as relevant.

The Company agrees that this is a material term of this Note and any breach of this Section

4.00(d) will result in a default of the Note.

(e)

Piggyback Registration Rights. The Company shall include on the next

registration statement that the Company files with the SEC (or on the subsequent registration

statement if such registration statement is withdrawn) all shares issuable upon conversion of this

Note. Failure to do so will result in liquidated damages of 30% of the outstanding Principal Sum

of this Note, but not less than $20,000, being immediately due and payable to the Holder at its

election in the form of a cash payment or an addition to the Principal Sum of this Note.

(f)

Terms of Future Financings. So long as this Note is outstanding, upon any

issuance by the Company or any of its subsidiaries of any convertible debt security (whether

such debt begins with a convertible feature or such feature is added at a later date) with any term

more favorable to the holder of such security or with a term in favor of the holder of such

security that was not similarly provided to the Holder in this Note, then the Company shall notify

the Holder of such additional or more favorable term and such term, at the Holder's option, shall

become a part of this Note and its supporting documentation. The types of terms contained in the

other security that may be more favorable to the holder of such security include, but are not

limited to, terms addressing conversion discounts, conversion look back periods, interest rates,

original issue discount percentages and warrant coverage.

(g)

Governing Law; Jurisdiction.

(i)

Governing Law. This Note will be governed by, and construed and

interpreted in accordance with, the laws of the Commonwealth of Puerto Rico without regard to

any conflicts of laws or provisions thereof that would otherwise require the application of the

law of any other jurisdiction.

(ii)

Jurisdiction and Venue. Any dispute, claim, suit, action or other

legal proceeding arising out of or relating to this Note or the rights and obligations of each of the

parties shall be brought only in the San Juan, Puerto Rico or in the federal courts of the United

States of America located in San Juan, Puerto Rico.

(iii) No Jury Trial. The Company hereto knowingly and voluntarily

waives any and all rights it may have to a trial by jury with respect to any litigation based on, or

arising out of, under, or in connection with, this Note.

(iv)

Delivery of Process by the Holder to the Company. In the event of

an action or proceeding by the Holder against the Company, and only by the Holder against the

Company, service of copies of summons and/or complaint and/or any other process that may be

served in any such action or proceeding may be made by the Holder via U.S. Mail, overnight

delivery service such as FedEx or UPS, email, fax, or process server, or by mailing or otherwise

delivering a copy of such process to the Company at its last known attorney as set forth in its

most recent SEC filing.

(v)

Notices. Any notice required or permitted hereunder (including

Conversion Notices) must be in writing and either personally served, sent by facsimile or email

transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the

time of transmission if by facsimile or email, and if by overnight courier the business day after

such notice is deposited with the courier service for delivery.

(h)

No Bad Actor. No officer or director of the Company would be

disqualified under Rule 506(d) of the Securities Act of 1933, as amended, on the basis of being a

“bad actor” as that term is established in the September 13, 2013 Small Entity Compliance Guide

published by the SEC.

(i)

Usury. If it shall be found that any interest or other amount deemed

interest due hereunder violates any applicable law governing usury, the applicable rate of interest

due hereunder shall automatically be lowered to equal the maximum rate of interest permitted

under applicable law. The Company covenants (to the extent that it may lawfully do so) that it

will not seek to claim or take advantage of any law that would prohibit or forgive the Company

from paying all or a portion of the principal, fees, liquidated damages or interest on this Note.

(j)

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:30

a.m. Eastern Time on the Trading Day immediately following the Date of Execution, issue a

press release disclosing the material terms of the transactions contemplated hereby, and (b) file a

Current Report on Form 8-K, including a copy of this Note as an exhibit thereto, with the SEC

within the time required by the 1934 Act. From and after the filing of such press release, the

Company represents to the Holder that it shall have publicly disclosed all material, non-public

information delivered to the Holder by the Company, or any of its officers, directors, employees,

or agents in connection with the transactions contemplated by this Note. The Company and the

Holder shall consult with each other in issuing any other press releases with respect to the

transactions contemplated hereby, and neither the Company nor the Holder shall issue any such

press release nor otherwise make any such public statement without the prior consent of the

Company, with respect to any press release of the Holder, or without the prior consent of the

Holder, with respect to any press release of the Company, none of which consents shall be

unreasonably withheld, delayed, denied, or conditioned except if such disclosure is required by

law, in which case the disclosing party shall promptly provide the other party with prior notice of

such public statement or communication. Notwithstanding the foregoing, the Company shall not

publicly disclose the name of the Holder, or include the name of the Holder in any filing with the

SEC or any regulatory agency or Principal Market, without the prior written consent of the

Holder, except to the extent such disclosure is required by law or Principal Market regulations, in

which case the Company shall provide the Holder with prior notice of such disclosure permitted

hereunder.

The Company agrees that this is a material term of this Note and any breach of

this Section 4.00(j) will result in a default of the Note.

(k)

Attempted Below-par Issuance. In the event that the Holder delivers a

Conversion Notice to the Company and, if as of such date, (i) the Conversion Price would be less

than par value of the Company’s Common Stock and (ii) within three business days of the

delivery of the Conversion Notice, the Company shall not have reduced its par value such that all

of the requested conversion transaction may then be accomplished, then the Company and the

Holder shall utilize the following conversion protocol for Par Value Adjustment. The Holder

shall transmit to the Company: (X) a “preliminary” Conversion Notice for the full number of

shares of Common Stock that would be issued at the Conversion Price without regard to any

below-par value conversion issues; followed by (Y)*〄䀀》々〄䀅倀々逄䀄耄•” Conversion Notice for the

number of shares of Common Stock with the Conversion Price increased from the “preliminary”

Conversion Price to a Conversion Price at par value; and, finally, (Z) a “liquidated damages”

Conversion Notice for that number of shares of Common Stock that represents the difference

between the “preliminary” Conversion Notice full number of shares and the “par value”

Conversion Notice limited number of shares. The Conversion Price of such “liquidated damages

Common Shares” would be the par value of the Common Stock. Accordingly, through this

protocol, the Company would issue, in two transactions, an amount of shares of its Common

Stock equivalent to the full number of shares of Common Stock that would have been issued in

accordance with the “preliminary” Conversion Notice without regard to any below-par value

conversion issues. In the event that the Holder is precluded from exercising any or all of its

conversion rights hereunder as a result of a proposed “below par” conversion, the Company

agrees that, in lieu of actual damages for such failure, liquidated damages may be assessed and

recovered by the Holder without being required to present any evidence of the amount or

character of actual damages sustained by reason thereof. The amount of such liquidated

damages shall be an amount equivalent to the trading price utilized in the “preliminary”

Conversion Notice multiplied by the number of shares calculated on the “liquidated damages”

Conversion Notice. Such amount shall be assessed and become immediately due and payable to

the Holder (at its election) in the form of a (i) cash payment, (ii) an addition to the Principal Sum

of this Note, or (iii) the immediate issuance of that number of shares of Common Stock as

calculated on the “liquidated damages” Conversion Notice. Such liquidated damages are

intended to represent estimated actual damages and are not intended to be a penalty, but, by

virtue of their genesis and subject to the election of the Holder (as set forth in the immediately

preceding sentence), will be automatically added to the Principal Sum of the Note and tack back

to the Effective Date for purposes of Rule 144, as the Company’s failure to maintain the par

value of its Common Stock at an amount that would not result in a “below par” conversion

failure is equivalent to a default as of the Issuance Date of the Note.

(l)

Right of First Refusal. From and after the date of this Note and at all

times hereafter while the Note is outstanding, the Parties agree that, in the event that the

Company receives any written or oral proposal (the “Proposal”) containing one or more offers

to provide additional capital or equity or debt financing (the “Financing Amount”), the

Company agrees that it shall provide a copy of all documents received relating to the Proposal

together with a complete and accurate description of the Proposal to the Holder and all

amendments, revisions, and supplements thereto (the “Proposal Documents”) no later than 3

business days from the receipt of the Proposal Documents. Following receipt of the Proposal

Documents from the Company, the Holder shall have the right (the “Right of First Refusal”),

but not the obligation, for a period of 5 business days thereafter (the “Exercise Period”), to

invest, at similar or better terms to the Company, an amount equal to or greater than the

Financing Amount, upon written notice to the Company that the Holder is exercising the Right

of First Refusal provided hereby. In furtherance of the Right of First Refusal, the Company

agrees that it will cooperate and assist the Holder in conducting a due diligence investigation of

the Company and its corporate and financial affairs and promptly provide the Holder with

information and documents that the Holder may reasonably request so as to allow the Holder to

make an informed investment decision. However, the Company and the Holder agree that the

Holder shall have no more than 5 business days from and after the expiration of the Exercise

Period to exercise its Right of First Refusal hereunder. This Right of First Refusal shall extend

to all purchases of debt held by, or assigned to or from, current stockholders, vendors, or

creditors, all transactions under Sections 3(a)9 and/or 3(a)10 or the Securities Act of 1933, as

amended, and all equity line-of-credit transactions.

[Signature Page to Follow.]

FORM OF CONVERSION NOTICE

(To be executed by the Holder in order to convert all or part of that certain $260,000 Fixed Convertible

Promissory Note identified as the Note)

DATE:

FROM:

Harbor Gates Capital, LLC (the “Holder”)

Re:

$260,000 Fixed Convertible Promissory Note (this “Note”) originally issued by Parallax

Health Sciences, Inc., a Nevada corporation, to Harbor Gates Capital, LLC on March

18, 2019.

The undersigned on behalf of Harbor Gates Capital, LLC, hereby elects to convert

$_______________________ of the aggregate outstanding Principal Amount (as defined in the Note)

indicated below of this Note into shares of Common Stock, $0.001 par value per share, of Parallax

Health Sciences, Inc. (the “Company”), according to the conditions hereof, as of the date written

below. If shares are to be issued in the name of a person other than undersigned, the undersigned will

pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and

opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to

the Holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of

the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice,

the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note.

Conversion information:

Date to Effect Conversion

Aggregate Principal Sum of Note Being Converted

Aggregate Interest/Fees Being Converted

Remaining Principal Balance

Number of Shares of Common Stock to be Issued

Applicable Conversion Price

Signature

Name

Address

EXHIBIT B

WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF

PARALLAX HEALTH SCIENCES, INC.

(Two Pages)

The undersigned, being directors of Parallax Health Sciences, Inc., a Nevada corporation (the

“Company”), acting pursuant to the Bylaws of the Corporation, do hereby consent to, approve

and adopt the following preamble and resolutions:

Convertible Note with Harbor Gates Capital, LLC

The board of directors of the Company has reviewed and authorized the following documents

relating to the issuance of a Fixed Convertible Promissory Note in the amount of $260,000 with

Harbor Gates Capital, LLC.

The documents agreed to and dated March 18, 2019, are as follows:

12% Fixed Convertible Promissory Note of Parallax Health Sciences, Inc.

Exhibit A - Form of Conversion Notice

Exhibit C - Notarized Certificate of Chief Executive Officer

Exhibit D - Disbursement Instructions

Exhibit E - Company Capitalization Table & Current Debt and Liabilities Table

Schedule 1 – Use of Proceeds

Irrevocable Transfer Agent Instructions

The board of directors further agree to authorize and approve the issuance of shares to the Holder

at Conversion prices that are below the Company’s then current par value.

(The rest of this page left intentionally blank)

IN WITNESS WHEREOF, the undersigned member(s) of the board of directors of the Company

executed this unanimous written consent as of March 18, 2019.

Paul R. Arena, Director

Calli R. Bucci, Director

John L. Ogden, Director

Nathaniel T. Bradley, Director

E. William Withrow Jr., Director

EXHIBIT C

NOTARIZED CERTIFICATE OF CHIEF FINANCIAL OFFICER OF

PARALLAX HEALTH SCIENCES, INC.

(Two Pages)

The undersigned, Calli R. Bucci, is the duly elected Chief Financial Officer of Parallax

Health Sciences, Inc., a Nevada corporation (the “Company”).

I hereby warrant and represent that I have undertaken a complete and thorough review of

the Company’s corporate and financial books and records, including, but not limited to, the

Company’s records relating to the following:

(A)

The issuance of that certain Fixed Convertible Promissory Note dated March 18,

2019 (the “Note Issuance Date”) issued to Harbor Gates Capital, LLC (the

“Holder”) in the stated original principal amount of $260,000 (the “Note”);

(B)

The Company’s Board of Directors duly approved the issuance of the Note to the

Holder;

(C)

The Company has not received and does not contemplate receiving any new

consideration from any persons in connection with any later conversion of the

Note and the issuance of the Company’s Common Stock upon any said

conversion;

(D)

To my best knowledge and after completing the aforementioned review of the

Company’s stockholder and corporate records, I am able to certify that the Holder

(and the persons affiliated with the Holder) are not officers, directors, or directly

or indirectly, ten percent (10.00%) or more stockholders of the Company and

none of said persons has had any such status in the one hundred (100) days

immediately preceding the date of this Certificate;

(E)

The Company’s Board of Directors have approved duly adopted resolutions

approving the Irrevocable Instructions to the Company’s Stock Transfer Agent

dated March 18, 2019;

(F)

Mark the appropriate selection:

_X_ The Company represents that it is not a “shell company,” as that term is

defined in Section 12b-2 of the Securities Exchange Act of 1934, as amended, and

has never been a shell company, as so defined; or

___ The Company represents that (i) it was a “shell company,” as that term is

defined in Section 12b-2 of the Securities Exchange Act of 1934, as amended,

(ii) since ______, 201__, it has no longer been a shell company, as so defined,

and (iii) on _______, 201__, it provided Form 10-type information in a filing with

the Securities and Exchange Commission.

(G)

I understand the constraints imposed under Rule 144 on those persons who are or

may be deemed to be “affiliates,” as that term is defined in Rule 144(a)(1) of the

Securities Act of 1933, as amended.

(H)

I understand that all of the representations set forth in this Certificate will be

relied upon by counsel to Harbor Gates Capital, LLC in connection with the

preparation of a legal opinion.

I hereby affix my signature to this Notarized Certificate and hereby confirm the

accuracy of the statements made herein.

Signed:

Date:

Name:

Calli R. Bucci

Title: Chief Financial Officer

SUBSCRIBED AND SWORN TO BEFORE ME ON THIS ________ DAY OF

MARCH, 2019.

____________________________________

Commission Expires:______________

Notary Public

EXHIBIT D

TO:

Harbor Gates Capital, LLC

FROM:

Parallax Health Sciences, Inc.

DATE:

March 18, 2019

RE:

Disbursement of Funds

Pursuant to that certain Fixed Convertible Promissory Note between the parties listed above and

dated March 18, 2019, a disbursement of funds will take place in the amount and manner

described below:

Please disburse to:

Amount to disburse:

$125,000

Form of distribution

Wire

Name

Parallax Health Sciences, Inc.

Company Address

1327 Ocean Avenue, Suite B

Santa Monica, CA 90401

Wire Instructions:

Bank: City National Bank, an RBC Company

ABA Routing Number:

Account Number:

SWIFT Code:

Account Name: Parallax Health Sciences, Inc.

Phone: 310-264-2924

TOTAL: $125,000

For: Parallax Health Sciences, Inc.

By:

_______________

Dated: March 18, 2019

Name: Paul R. Arena

Its:

Chief Executive Officer