Ex 4.2 Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into

as of May 6, 2019, between Parallax Health Sciences, a Nevada corporation (the

“Company”), and each of the several purchasers signatory hereto (each such purchaser, a

“Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated

as of the date hereof, between the Company and each Purchaser (the “Purchase

Agreement”).

The Company and each Purchaser hereby agrees as follows:

Definitions.

Capitalized terms used and not otherwise defined herein that are defined in

the Purchase Agreement shall have the meanings given such terms in the Purchase

Agreement. As used in this Agreement, the following terms shall have the following

meanings:

“Advice” shall have the meaning set forth in Section 6(d).

“Effectiveness Date” means, with respect to the Initial Registration

Statement required to be filed hereunder, the 90^th calendar day following the date

hereof and with respect to any additional Registration Statemen ts which may be

required pursuant to Section 2(c) or Section 3(c), the 60^th calendar day following

the date on which an additional Registration Statement is required to be filed

hereunder; provided, however, that in the event the Company is notified by the

Commission that one or more of the above Registration Statements will not be

reviewed or is no longer subject to further review and comments, the

Effectiveness Date as to such Registration Statement shall be the fifth Trading

Day following the date on which the Company is so notified if such date precedes

the dates otherwise required above, provided, further, if such Effectiveness Date

falls on a day that is not a Trading Day, then the Effectiveness Date shall be the

next succeeding Trading Day.

“Effectiveness Period” shall have the meaning set forth in Section 2(a).

“Event” shall have the meaning set forth in Section 2(d).

“Event Date” shall have the meaning set forth in Section 2(d).

“Filing Date” means, with respect to the Initial Registration Statement

required hereunder, the 60^th calendar day following the date hereof and, with

respect to any additional Registration Statements which may be required pursuant

to Section 2(c) or Section 3(c), the earliest practical date on which the Company

is permitted by SEC Guidance to file such additional Registration Statement

related to the Registrable Securities.

“Holder” or “Holders” means the holder or holders, as the case may be,

from time to time of Registrable Securities.

“Indemnified Party” shall have the meaning set forth in Section 5(c).

“Indemnifying Party” shall have the meaning set forth in Section 5(c).

“Initial Registration Statement” means the initial Registration Statement

filed pursuant to this Agreement.

“Losses” shall have the meaning set forth in Section 5(a).

“Plan of Distribution” shall have the meaning set forth in Section 2(a).

“Prospectus” means the prospectus included in a Registration Statement

(including, without limitation, a prospectus that includes any information

previously omitted from a prospectus filed as part of an effective registration

statement in reliance upon Rule 430A promulgated by the Commission pursuant

to the Securities Act), as amended or supplemented by any prospectus

supplement, with respect to the terms of the offering of any portion of the

Registrable Securities covered by a Registration Statement, and all other

amendments and supplements to the Prospectus, including post-effective

amendments, and all material incorporated by reference or deemed to be

incorporated by reference in such Prospectus.

“Registrable Securities” means, as of any date of determination, (a) all

Shares, (b) all Warrant Shares then issued and issuable upon exercise of the

Warrants (assuming on such date the Warrants are exercised in full without regard

to any exercise limitations therein), (c) any additional shares of Common Stock

issued and issuable in connection with any anti-dilution or cashless exercise

provisions in the Warrants (in each case, without giving effect to any limitations

on exercise set forth in the Warrants) and (d) any securities issued or then issuable

upon any stock split, dividend or other distribution, recapitalization or similar

event with respect to the foregoing; provided, however, that any such Registrable

Securities shall cease to be Registrable Securities (and the Company shall not be

required to maintain the effectiveness of any, or file another, Registration

Statement hereunder with respect thereto) for so long as (a) a Registration

Statement with respect to the sale of such Registrable Securities is declared

effective by the Commission under the Securities Act and such Registrable

Securities have been disposed of by the Holder in accordance with such effective

Registration Statement, (b) such Registrable Securities have been previously sold

in accordance with Rule 144, or (c) such securities become elig ible for resale

without volume or manner-of-sale restrictions and without current public

information pursuant to Rule 144 as set forth in a written opinion letter to such

effect, addressed, delivered and acceptable to the Transfer Agent and the affected

Holders (assuming that such securities and any securities issuable upon exercise,

conversion or exchange of which, or as a dividend upon which, such securities

were issued or are issuable, were at no time held by any Affiliate of the Company,

and all Warrants are exercised by “cashless exercise” as provided in Section 2(c)

of each of the Warrants), as reasonably determined by the Company, upon the

advice of counsel to the Company.

“Registration Statement” means any registration statement required to be

filed hereunder pursuant to Section 2(a) and any additional registration statements

contemplated by Section 2(c) or Section 3(c), including (in each case) the

Prospectus, amendments and supplements to any such registration statement or

Prospectus, including pre- and post-effective amendments, all exhibits thereto,

and all material incorporated by reference or deemed to be incorporated by

reference in any such registration statement.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to

the Securities Act, as such Rule may be amended or interpreted from time to time,

or any similar rule or regulation hereafter adopted by the Commission having

substantially the same purpose and effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to

the Securities Act, as such Rule may be amended or interpreted from time to time,

or any similar rule or regulation hereafter adopted by the Commission having

substantially the same purpose and effect as such Rule.

“Selling Stockholder Questionnaire” shall have the meaning set forth in

Section 3(a).

“SEC Guidance” means (i) any publicly-available written or oral guidance

of the Commission staff, or any comments, requirements or requests of the

Commission staff and (ii) the Securities Act.

Shelf Registration.

(a)

On or prior to each Filing Date, the Company shall prepare and file

with the Commission a Registration Statement covering the resal e of all of the

Registrable Securities that are not then registered on an effective Registration

Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Each Registration Statement filed hereunder shall be on Form S-3 (except if the

Company is not then eligible to register for resale the Registrable Securities on

Form S-3, in which case such registration shall be on another appropriate form in

accordance herewith, subject to the provisions of Section 2(e)) and shall contain

(unless otherwise directed by at least 85% in interest of the Holders) substantially

the “Plan of Distribution” attached hereto as Annex A and substantially the

“Selling Stockholder” section attached hereto as Annex B; provided, however,

that no Holder shall be required to be named as an “underwriter” without such

Holder’s express prior written consent. Subject to the terms of this Agreement,

the Company shall use its best efforts to cause a Registration Statement filed

under this Agreement (including, without limitation, under Section 3(c)) to be

declared effective under the Securities Act as promptly as possible after the filing

thereof, but in any event no later than the applicable Effectiveness Date, and shall

use its best efforts to keep such Registration Statement continuously effective

under the Securities Act until the date that all Registrable Securities covered by

such Registration Statement (i) have been sold, thereunder or pursuant to Rule

144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to

Rule 144 and without the requirement for the Company to be in compliance with

the current public information requirement under Rule 144, as determined by the

counsel to the Company pursuant to a written opinion letter to such effect,

addressed and acceptable to the Transfer Agent and the affected Holders (the

“Effectiveness Period”). The Company shall telephonically request effectiveness

of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading

Day. The Company shall immediately notify the Holders via facsimile or by e-

mail of the effectiveness of a Registration Statement on the same Trading Day

that the Company telephonically confirms effectiveness with the Commission,

which shall be the date requested for effectiveness of such Registration Statement.

The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after

the effective date of such Registration Statement, file a final Prospectus with the

Commission as required by Rule 424. Failure to so notify the Holder within one

(1) Trading Day of such notification of effectiveness or failur e to file a final

Prospectus as foresaid shall be deemed an Event under Section 2(d).

(b)

Notwithstanding the registration obligations set forth in Section

2(a), if the Commission informs the Company that all of the Registrable

Securities cannot, as a result of the application of Rule 415, be registered for

resale as a secondary offering on a single registration statement, the Company

agrees to promptly inform each of the Holders thereof and use its commercially

reasonable efforts to file amendments to the Initial Registration Statement as

required by the Commission, covering the maximum number of Registrable

Securities permitted to be registered by the Commission, on Form S-3 or such

other form available to register for resale the Registrable Securities as a secondary

offering, subject to the provisions of Section 2(e); with respect to filing on Form

S-3 or other appropriate form, and subject to the provisions of Section 2(d) with

respect to the payment of liquidated damages; provided, however, that prior to

filing such amendment, the Company shall be obligated to use diligent efforts to

advocate with the Commission for the registration of all of the Registrable

Securities in accordance with the SEC Guidance, including without limitation,

Compliance and Disclosure Interpretation 612.09.

(c)

Notwithstanding any other provision of this Agreement and subject

to the payment of liquidated damages pursuant to Section 2(d), if the Commission

or any SEC Guidance sets forth a limitation on the number of Registrable

Securities permitted to be registered on a particular Registration Statement as a

secondary offering (and notwithstanding that the Company used diligent efforts to

advocate with the Commission for the registration of all or a greater portion of

Registrable Securities), unless otherwise directed in writing by a Holder as to its

Registrable Securities, the number of Registrable Securities to be registered on

such Registration Statement will be reduced as follows:

a. First, the Company shall reduce or eliminate any securities to be included

other than Registrable Securities;

b. Second, the Company shall reduce Registrable Securities represented by

Warrant Shares (applied, in the case that some Warrant Shares may be

registered, to the Holders on a pro rata basis based on the total number of

unregistered Warrant Shares held by such Holders); and

c. Third, the Company shall reduce Registrable Securities represented by

Shares (applied, in the case that some Shares may be registered, to the

Holders on a pro rata basis based on the total number of unregistered

Shares held by such Holders).

In the event of a cutback hereunder, the Company shall give the Holder at least

five (5) Trading Days prior written notice along with the calculations as to such

Holder’s allotment. In the event the Company amends the Initial Registration

Statement in accordance with the foregoing, the Company will use its best efforts

to file with the Commission, as promptly as allowed by Commission or SEC

Guidance provided to the Company or to registrants of securities in general, one

or more registration statements on Form S-3 or such other form available to

on the Initial Registration Statement, as amended.

(d)

If: (i) the Initial Registration Statement is not filed on or prior to its

Filing Date (if the Company files the Initial Registration Statement without

affording the Holders the opportunity to review and comment on the same as

required by Section 3(a) herein, the Company shall be deemed to have not

satisfied this clause (i)), or (ii) the Company fails to file with the Commission a

request for acceleration of a Registration Statement in accordance with Rule 461

promulgated by the Commission pursuant to the Securities Act, within five

Trading Days of the date that the Company is notified (orally or in writing,

whichever is earlier) by the Commission that such Registration Statement will not

be “reviewed” or will not be subject to further review, or (iii) prior to the effective

date of a Registration Statement, the Company fails to file a pre-effective

amendment and otherwise respond in writing to comments made by the

Commission in respect of such Registration Statement within ten (10) calendar

days after the receipt of comments by or notice from the Commission that such

amendment is required in order for such Registration Statement to be declared

effective, or (iv) a Registration Statement registering for resale all of the

Registrable Securities is not declared effective by the Commission by the

Effectiveness Date of the Initial Registration Statement, or (v) after the effective

date of a Registration Statement, such Registration Statement ceases for any

reason to remain continuously effective as to all Registrable Securities included in

such Registration Statement, or the Holders are otherwise not permitted to utilize

the Prospectus therein to resell such Registrable Securities, for more than ten (10)

consecutive calendar days or more than an aggregate of fifteen (15) calendar days

(which need not be consecutive calendar days) during any 12-month period (any

such failure or breach being referred to as an “Event”, and for purposes of clauses

(i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the

date on which such five (5) Trading Day period is exceeded, and for purpose of

clause (iii) the date which such ten (10) calendar day period is exceeded, and for

purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day

period, as applicable, is exceeded being referred to as “Event Date”), then, in

addition to any other rights the Holders may have hereunder or under applicable

law, on each such Event Date and on each monthly anniversary of each such

Event Date (if the applicable Event shall not have been cured by such date) until

the applicable Event is cured, the Company shall pay to each Holder an amount in

cash, as partial liquidated damages and not as a penalty, equal to the product of

2.0% multiplied by the aggregate Subscription Amount paid by such Holder

pursuant to the Purchase Agreement. If the Company fails to pay any partial

liquidated damages pursuant to this Section in full within seven days after the date

payable, the Company will pay interest thereon at a rate of 18% per annum (or

such lesser maximum amount that is permitted to be paid by applicable law) to the

Holder, accruing daily from the date such partial liquidated damages are due until

such amounts, plus all such interest thereon, are paid in full. The partial liquidated

damages pursuant to the terms hereof shall apply on a daily pro rata basis for any

portion of a month prior to the cure of an Event.

(e)

If Form S-3 is not available for the registration of the resale of

Registrable Securities hereunder, the Company shall (i) register the resale of the

Registrable Securities on another appropriate form and (ii) undertake to register

the Registrable Securities on Form S-3 as soon as such form is available, provided

that the Company shall maintain the effectiveness of the Registration Statement

then in effect until such time as a Registration Statement on Form S-3 covering

the Registrable Securities has been declared effective by the Commission.

(f)

Notwithstanding anything to the contrary contained herein, in no

event shall the Company be permitted to name any Holder or affiliate of a Holder

as any Underwriter without the prior written consent of such Holder.

Registration Procedures.

In connection with the Company’s registration obligations hereunder, the

Company shall:

(a)

Not less than five (5) Trading Days prior to the filing of each

Registration Statement and not less than one (1) Trading Day prior to the filing of

any related Prospectus or any amendment or supplement thereto (including any

document that would be incorporated or deemed to be incorporated therein by

reference), the Company shall (i) furnish to each Holder copies of all such

documents proposed to be filed, which documents (other than those incorporated

or deemed to be incorporated by reference) will be subject to the review of such

Holders, and (ii) cause its officers and directors, counsel and independent

registered public accountants to respond to such inquiries as shall be necessary, in

the reasonable opinion of respective counsel to each Holder, to conduct a

reasonable investigation within the meaning of the Securities Act. The Company

shall not file a Registration Statement or any such Prospectus or any amendments

or supplements thereto to which the Holders of a majority of the Registrable

Securities shall reasonably object in good faith, provided that, the Company is

notified of such objection in writing no later than five (5) Trading Days after the

Holders have been so furnished copies of a Registration Statement or one (1)

Trading Day after the Holders have been so furnished copies of any related

Prospectus or amendments or supplements thereto. Each Holder agrees to furnish

to the Company a completed questionnaire in the form attached to this Agreement

as Annex B (a “Selling Stockholder Questionnaire”) on a date that is not less than

two (2) Trading Days prior to the Filing Date or by the end of the fourth (4^th)

Trading Day following the date on which such Holder receives draft materials in

accordance with this Section.

(b)

(i) Prepare and file with the Commission such amendments,

including post-effective amendments, to a Registration Statement and the

Prospectus used in connection therewith as may be necessary to keep a

Registration Statement continuously effective as to the applicable Registrable

Securities for the Effectiveness Period and prepare and file with the Commission

such additional Registration Statements in order to register for resale under the

Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to

be amended or supplemented by any required Prospectus supplement (subject to

the terms of this Agreement), and, as so supplemented or amended, to be filed

pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any

comments received from the Commission with respect to a Registration Statement

or any amendment thereto and provide as promptly as reasonably possible to the

Holders true and complete copies of all correspondence from and to the

Commission relating to a Registration Statement (provided that, the Company

shall excise any information contained therein which would constitute material

non-public information regarding the Company or any of its Subsidiaries), and

(iv) comply in all material respects with the applicable provisions of the Securities

Act and the Exchange Act with respect to the disposition of all Registrable

Securities covered by a Registration Statement during the applicable period in

accordance (subject to the terms of this Agreement) with the intended methods of

disposition by the Holders thereof set forth in such Registration Statement as so

amended or in such Prospectus as so supplemented.

(c)

If during the Effectiveness Period, the number of Registrable

Securities at any time exceeds 100% of the number of shares of Common Stock

then registered in a Registration Statement, then the Company shall file as soon as

reasonably practicable, but in any case prior to the applicable Filing Date, an

additional Registration Statement covering the resale by the Holders of not less

than the number of such Registrable Securities.

(d)

Notify the Holders of Registrable Securities to be sold (which

notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an

instruction to suspend the use of the Prospectus until the requisite changes have

been made) as promptly as reasonably possible (and, in the case of (i)(A) below,

not less than one (1) Trading Day prior to such filing) and (if requested by any

such Person) confirm such notice in writing no later than one (1) Trading Day

following the day (i)(A) when a Prospectus or any Prospectus supplement or post-

effective amendment to a Registration Statement is proposed to be filed, (B) when

the Commission notifies the Company whether there will be a “review” of such

Registration Statement and whenever the Commission comments in writing on

such Registration Statement, and (C) with respect to a Registration Statement or

any post-effective amendment, when the same has become effective, (ii) of any

request by the Commission or any other federal or state governmental authority

for amendments or supplements to a Registration Statement or Prospectus or for

additional information, (iii) of the issuance by the Commission or any other

federal or state governmental authority of any stop order suspending the

effectiveness of a Registration Statement covering any or all of the Registrable

Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt

by the Company of any notification with respect to the suspension of the

qualification or exemption from qualification of any of the Registrable Securities

for sale in any jurisdiction, or the initiation or threatening of any Proceeding for

such purpose, (v) of the occurrence of any event or passage of time that makes the

financial statements included in a Registration Statement ineligible for inclusion

therein or any statement made in a Registration Statement or Prospectus or any

document incorporated or deemed to be incorporated therein by reference untrue

in any material respect or that requires any revisions to a Registration Statement,

Prospectus or other documents so that, in the case of a Registration Statement or

the Prospectus, as the case may be, it will not contain any untrue statement of a

material fact or omit to state any material fact required to be stated therein or

necessary to make the statements therein, in light of the circumstances under

which they were made, not misleading, and (vi) of the occurrence or existence of

any pending corporate development with respect to the Company that the

Company believes may be material and that, in the determination of the

Company, makes it not in the best interest of the Company to allow continued

availability of a Registration Statement or Prospectus; provided, however, that in

no event shall any such notice contain any information which would constitute

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

Subsidiaries.

(e)

Use its best efforts to avoid the issuance of, or, if issued, obtain the

withdrawal of (i) any order stopping or suspending the effectiveness of a

Registration Statement, or (ii) any suspension of the qualification (or exemption

from qualification) of any of the Registrable Securities for sale in any jurisdiction,

at the earliest practicable moment.

(f)

Furnish to each Holder, without charge, at least one conformed

copy of each such Registration Statement and each amendment thereto, including

financial statements and schedules, all documents incorporated or deemed to be

incorporated therein by reference to the extent requested by such Person, and all

exhibits to the extent requested by such Person (including those previously

furnished or incorporated by refe rence) promptly after the filing of such

documents with the Commission, provided that any such item which is available

on the EDGAR system (or successor thereto) need not be furnished in physical

form.

(g)

Subject to the terms of this Agreement, the Company hereby

consents to the use of such Prospectus and each amendment or supplement thereto

by each of the selling Holders in connection with the offering and sale of the

Registrable Securities covered by such Prospectus and any amendment or

supplement thereto, except after the giving of any notice pursuant to Section 3(d).

(h)

Prior to any resale of Registrable Securities by a Holder, use its

commercially reasonable efforts to register or qualify or cooperate with the selling

Holders in connection with the registration or qualification (or exemption from

the Registration or qualification) of such Registrable Securities for the resale by

the Holder under the securities or Blue Sky laws of such jurisdictions within the

United States as any Holder reasonably requests in writing, to keep each

registration or qualification (or exemption therefrom) effective during the

Effectiveness Period and to do any and all other acts or things reasonably

necessary to enable the disposition in such jurisdictions of the Registrable

Securities covered by each Registration Statement, provided that the Company

shall not be required to qualify generally to do business in any jurisdiction where

it is not then so qualified, subject the Company to any material tax in any such

jurisdiction where it is not then so subject or file a general consent to service of

process in any such jurisdiction.

(i)

If requested by a Holder, cooperate with such Holder to facilitate

the timely preparation and delivery of certificates representing Registrable

Securities to be delivered to a transferee pursuant to a Registration Statement,

which certificates shall be free, to the extent permitted by the Purchase

Agreement, of all restrictive legends, and to enable such Registrable Securities to

be in such denominations and registered in such names as any such Holder may

request.

(j)

Upon the occurrence of any event contemplated by Section 3(d), as

promptly as reasonably possible under the circumstances taking into account the

Company’s good faith assessment of any adverse consequences to the Company

and its stockholders of the premature disclosure of such event, prepare a

supplement or amendment, including a post-effective amendment, to a

Registration Statement or a supplement to the related Prospectus or any document

incorporated or deemed to be incorporated therein by reference, and file any other

required document so that, as thereafter delivered, neither a Registration

Statement nor such Prospectus will contain an untrue statement of a material fact

or omit to state a material fact required to be stated therein or necessary to make

the statements therein, in light of the circumstances under which they were made,

not misleading. If the Company notifies the Holders in accordance with clauses

(iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until

the requisite changes to such Prospectus have been made, then the Holders shall

suspend use of such Prospectus. The Company will use its best efforts to ensure

that the use of the Prospectus may be resumed as promptly as is practicable. The

Company shall be entitled to exercise its right under this Section 3(j) to suspend

the availability of a Registration Statement and Prospectus, subject to the payment

of partial liquidated damages otherwise required pursuant to Section 2(d), for a

period not to exceed 60 calendar days (which need not be consecutive days) in

any 12-month period.

(k)

Otherwise use commercially reasonable efforts to comply with all

applicable rules and regulations of the Commission under the Securities Act and

the Exchange Act, including, without limitation, Rule 172 under the Securities

Act, file any final Prospectus, including any supplement or amendment thereof,

with the Commission pursuant to Rule 424 under the Securities Act, promptly

inform the Holders in writing if, at any time during the Effectiveness Period, the

Company does not satisfy the conditions specified in Rule 172 and, as a result

thereof, the Holders are required to deliver a Prospectus in connection with any

disposition of Registrable Securities and take such other actions as may be

reasonably necessary to facilitate the registration of the Registrable Securities

hereunder.

(l)

The Company shall use its best efforts to maintain eligibility for

use of Form S-3 (or any successor form thereto) for the registration of the resale

of Registrable Securities.

(m)

The Company may require each selling Holder to furnish to the

Company a certified statement as to the number of shares of Common Stock

beneficially owned by such Holder and, if required by the Commission, the

natural persons thereof that have voting and dispositive control over the shares.

During any periods that the Company is unable to meet its obligations hereunder

with respect to the registration of the Registrable Securities solely because any

Holder fails to furnish such information within three Trading Days of the

Company’s request, any liquidated damages that are accruing at such time as to

such Holder only shall be tolled and any Event that may otherwi se occur solely

because of such delay shall be suspended as to such Holder only, until such

information is delivered to the Company.

Registration Expenses. All fees and expenses incident to the performance

of or compliance with, this Agreement by the Company shall be borne by the Company

whether or not any Registrable Securities are sold pursuant to a Registration Statement.

The fees and expenses referred to in the foregoing sentence shall include, without

limitation, (i) all registration and filing fees (including, without limitation, fees and

expenses of the Company’s counsel and independent registered public accountants) (A)

with respect to filings made with the Commission, (B) with respect to filings required to

be made with any Trading Market on which the Common Stock is then listed for trading,

and (C) in compliance with applicable state securities or Blue Sky laws reasonably

agreed to by the Company in writing (including, without limitation, fees and

disbursements of counsel for the Company in connection with Blue Sky qualifications or

exemptions of the Registrable Securities), (ii) printing expenses (including, without

limitation, expenses of printing certificates for Registrable Securities), (iii) messenger,

telephone and delivery expenses, (iv) fees and disbursements of counsel for the

Company, (v) Securities Act liability insurance, if the Company so desires such

insurance, and (vi) fees and expenses of all other Persons retained by the Company in

connection with the consummation of the transactions contemplated by this Agreement.

In addition, the Company shall be responsible for all of its internal expenses incurred in

connection with the consummation of the transactions contemplated by this Agreement

(including, without limitation, all salaries and expenses of its officers and employees

performing legal or accounting duties), the expense of any annual audit and the fees and

expenses incurred in connection with the listing of the Registrable Securities on any

securities exchange as required hereunder. In no event shall the Company be responsible

for any broker or similar commissions of any Holder or, except to the extent provided for

in the Transaction Documents, any legal fees or other costs of the Holders.

Indemnification.

(a)

Indemnification by the Company. The Company shall,

notwithstanding any termination of this Agreement, indemnify and hold harmless

each Holder, the officers, directors, members, partners, agents, brokers (including

brokers who offer and sell Registrable Securities as principal as a result of a

pledge or any failure to perform under a margin call of Common Stock),

investment advisors and employees (and any other Persons with a functionally

equivalent role of a Person holding such titles, notwithstanding a lack of such title

or any other title) of each of them, each Person who controls any such Holder

(within the meaning of Section 15 of the Securities Act or Section 20 of the

Exchange Act) and the officers, directors, members, stockholders, partners, agents

and employees (and any other Persons with a functionally equivalent role of a

Person holding such titles, notwithstanding a lack of such title or any other title)

of each such controlling Person, to the fullest extent permitted by applicable law,

from and against any and all losses, claims, damages, liabilities, costs (including,

without limitation, reasonable attorneys’ fees) and expenses (collectively,

“Losses”), as incurred, arising out of or relating to (1) any untrue or alleged

untrue statement of a material fact contained in a Registration Statement, any

Prospectus or any form of prospectus or in any amendment or supplement thereto

or in any preliminary prospectus, or arising out of or relating to any omission or

alleged omission of a material fact required to be stated there in or necessary to

make the statements therein (in the case of any Prospectus or supplement thereto,

in light of the circumstances under which they were made) not misleading or (2)

any violation or alleged violation by the Company of the Securities Act, the

Exchange Act or any state securities law, or any rule or regulation thereunder, in

connection with the performance of its obligations under this Agreement, except

to the extent, but only to the extent, that (i) such untrue statements or omissions

are based solely upon information regarding such Holder furnished in writing to

the Company by such Holder expressly for use therein, or to the extent that such

information relates to such Holder or such Holder’s proposed method of

distribution of Registrable Securities and was reviewed and expressly approved in

writing by such Holder expressly for use in a Registration Statement, such

Prospectus or in any amendment or supplement thereto (it being understood that

the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an

occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by

such Holder of an outdated, defective or otherwise unavailable Prospectus after

the Company has notified such Holder in writing that the Prospectus is outdated,

defective or otherwise unavailable for use by such Holder and prior to the receipt

by such Holder of the Advice contemplated in Section 6(d). The Company shall

notify the Holders promptly of the institution, threat or assertion of any

Proceeding arising from or in connection with the transactions contemplated by

this Agreement of which the Company is aware. Such indemnity shall remain in

full force and effect regardless of any investigation made by or on behalf of such

indemnified person and shall survive the transfer of any Registrable Securities by

any of the Holders in accordance with Section 6(h).

(b)

Indemnification by Holders. Each Holder shall, severally and not

jointly, indemnify and hold harmless the Company, its directors, officers, agents

and employees, each Person who controls the Company (within the meaning of

Section 15 of the Securities Act and Section 20 of the Exchange Act), and the

directors, officers, agents or employees of such controlling Persons, to the fullest

extent permitted by applicable law, from and against all Losses, as incurred, to the

extent arising out of or based solely upon: any untrue or alleged untrue statement

of a material fact contained in any Registration Statement, any Prospectus, or in

any amendment or supplement thereto or in any preliminary prospectus, or arising

out of or relating to any omission or alleged omission of a material fact required

to be stated therein or necessary to make the statements therein (in the case of any

Prospectus or supplement thereto, in light of the circumstances under which they

were made) not misleading (i) to the extent, but only to the extent, that such

untrue statement or omission is contained in any information so furnished in

writing by such Holder to the Company expressly for inclusion in such

Registration Statement or such Prospectus or (ii) to the extent, but only to the

extent, that such information relates to such Holder’s information provided in the

Selling Stockholder Questionnaire or the proposed method of distribution of

Registrable Securities and was reviewed and expressly approved in writing by

such Holder expressly for use in a Registration Statement (it being understood

that the Holder has approved Annex A hereto for this purpose), such Prospectus

or in any amendment or supplement thereto. In no event shall the liability of a

selling Holder be greater in amount than the dollar amount of the proceeds (net of

all expenses paid by such Holder in connection with any claim relating to this

Section 5 and the amount of any damages such Holder has otherwise been

required to pay by reason of such untrue statement or omission) received by such

Holder upon the sale of the Registrable Securities included in the Registration

Statement giving rise to such indemnification obligation.

(c)

Conduct of Indemnification Proceedings. If any Proceeding shall

be brought or asserted against any Person entitled to indemnity hereunder (an

“Indemnified Party”), such Indemnified Party shall promptly notify the Person

from whom indemnity is sought (the “Indemnifying Party”) in writing, and the

Indemnifying Party shall have the right to assume the defense thereof, including

the employment of counsel reasonably satisfactory to the Indemnified Party and

the payment of all fees and expenses incurred in connection with defense thereof,

provided that the failure of any Indemnified Party to give such notice shall not

relieve the Indemnifying Party of its obligations or liabilities pursuant to this

Agreement, except (and only) to the extent that it shall be finally determined by a

court of competent jurisdiction (which determination is not subject to appeal or

further review) that such failure shall have materially and adversely prejudiced

the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in

any such Proceeding and to participate in the defense thereof, but the fees and

expenses of such counsel shall be at the expense of such Indemnified Party or

Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees

and expenses, (2) the Indemnifying Party shall have failed promptly to assume the

defense of such Proceeding and to employ counsel reasonably satisfactory to such

Indemnified Party in any such Proceeding, or (3) the named parties to any such

Proceeding (including any impleaded parties) include both such Indemnified

Party and the Indemnifying Party, and counsel to the Indemnified Party shall

reasonably believe that a material conflict of interest is likely to exist if the same

counsel were to represent such Indemnified Party and the Indemnifying Party (in

which case, if such Indemnified Party notifies the Indemnifying Party in writing

that it elects to employ separate counsel at the expense of the Indemnifying Party,

the Indemnifying Party shall not have the right to assume the defense thereof and

the reasonable fees and expenses of no more than one separate counsel shall be at

the expense of the Indemnifying Party). The Indemnifying Party shall not be

liable for any settlement of any such Proceeding effected witho ut its written

consent, which consent shall not be unreasonably withheld or delayed. No

Indemnifying Party shall, without the prior written consent of the Indemnified

Party, effect any settlement of any pending Proceeding in respect of which any

Indemnified Party is a party, unless such settlement includes an unconditional

release of such Indemnified Party from all liability on claims that are the subject

matter of such Proceeding.

Subject to the terms of this Agreement, all reasonable fees and expenses

of the Indemnified Party (including reasonable fees and expense s to the extent

incurred in connection with investigating or preparing to defend such Proceeding

in a manner not inconsistent with this Section) shall be paid to the Indemnified

Party, as incurred, within ten Trading Days of written notice thereof to the

Indemnifying Party, provided that the Indemnified Party shall promptly reimburse

the Indemnifying Party for that portion of such fees and expenses applicable to

such actions for which such Indemnified Party is finally determined by a court of

competent jurisdiction (which determination is not subject to appeal or further

review) not to be entitled to indemnification hereunder.

(d)

Contribution. If the indemnification under Section 5(a) or 5(b) is

unavailable to an Indemnified Party or insufficient to hold an Indemnified Party

harmless for any Losses, then each Indemnifying Party shall contribute to the

amount paid or payable by such Indemnified Party, in such proportion as is

appropriate to reflect the relative fault of the Indemnifying Party and Indemnified

Party in connection with the actions, statements or omissions that resulted in such

Losses as well as any other relevant equitable considerations. The relative fault of

such Indemnifying Party and Indemnified Party shall be determined by reference

to, among other things, whether any action in question, including any untrue or

alleged untrue statement of a material fact or omission or alleged omission of a

material fact, has been taken or made by, or relates to information supplied by,

such Indemnifying Party or Indemnified Party, and the parties’ relative intent,

knowledge, access to information and opportunity to correct or prevent such

action, statement or omission. The amount paid or payable by a party as a result

of any Losses shall be deemed to include, subject to the limita tions set forth in

this Agreement, any reasonable attorneys’ or other fees or expenses incurred by

such party in connection with any Proceeding to the extent such party would have

been indemnified for such fees or expenses if the indemnification provided for in

this Section was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if

contribution pursuant to this Section 5(d) were determined by pro rata allocation

or by any other method of allocation that does not take into account the equitable

considerations referred to in the immediately preceding paragraph. In no event

shall the contribution obligation of a Holder of Registrable Securities be greater in

amount than the dollar amount of the proceeds (net of all expenses paid by such

Holder in connection with any claim relating to this Section 5 and the amount of

any damages such Holder has otherwise been required to pay by reason of such

untrue or alleged untrue statement or omission or alleged omission) received by it

upon the sale of the Registrable Securities giving rise to such contribution

obligation.

The indemnity and contribution agreements contained in this Section are

in addition to any liability that the Indemnifying Parties may have to the

Indemnified Parties.

Miscellaneous.

(a)

Remedies. In the event of a breach by the Company or by a Holder of any

of their respective obligations under this Agreement, each Holder or the Company, as the

case may be, in addition to being entitled to exercise all rights granted by law and under

this Agreement, including recovery of damages, shall be entitled to specific performance

of its rights under this Agreement. Each of the Company and each Holder agrees that

monetary damages would not provide adequate compensation for any losses incurred by

reason of a breach by it of any of the provisions of this Agreement and hereby further

agrees that, in the event of any action for specific performance in respect of such breach,

it shall not assert or shall waive the defense that a remedy at law would be adequate.

(b)

No Piggyback on Registrations; Prohibition on Filing Other Registration

Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company

nor any of its security holders (other than the Holders in such capacity pursuant hereto)

may include securities of the Company in any Registration Statements other than the

Registrable Securities. The Company shall not file any other registration statements until

all Registrable Securities are registered pursuant to a Registration Statement that is

declared effective by the Commission, provided that this Section 6(b) shall not prohibit

the Company from filing amendments to registration statements filed prior to the date of

this Agreement.

(c)

[RESERVED]

(d)

Discontinued Disposition. By its acquisition of Registrable Securities,

each Holder agrees that, upon receipt of a notice from the Company of the occurrence of

any event of the kind described in Section 3(d)(iii) through (vi), such Holder will

forthwith discontinue disposition of such Registrable Securities under a Registration

Statement until it is advised in writing (the “Advice”) by the Company that the use of the

applicable Prospectus (as it may have been supplemented or amended) may be resumed.

The Company will use its best efforts to ensure that the use of the Prospectus may be

resumed as promptly as is practicable. The Company agrees and acknowledges that any

periods during which the Holder is required to discontinue the disposition of the

Registrable Securities hereunder shall be subject to the provisions of Section 2(d).

(e)

Piggy-Back Registrations. If, at any time during the Effectiveness Period,

there is not an effective Registration Statement covering all of the Registrable Securities

and the Company shall determine to prepare and file with the Commission a registration

statement relating to an offering for its own account or the account of others under the

Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as

promulgated under the Securities Act) or their then equivalents relating to equity

securities to be issued solely in connection with any acquisition of any entity or business

or equity securities issuable in connection with the Company’s stock option or other

employee benefit plans, then the Company shall deliver to each Holder a written notice of

such determination and, if within fifteen days after the date of the delivery of such notice,

any such Holder shall so request in writing, the Company shall include in such

registration statement all or any part of such Registrable Securities such Holder requests

to be registered; provided, however, that the Company shall not be required to register

any Registrable Securities pursuant to this Section 6(e) that are eligible for resale

pursuant to Rule 144 (without volume restrictions or current public information

requirements) promulgated by the Commission pursuant to the Securities Act or that are

the subject of a then effective Registration Statement that is available for resales or other

dispositions by such Holder.

(f)

Amendments and Waivers. The provisions of this Agreement, including

the provisions of this sentence, may not be amended, modified or supplemented, and

waivers or consents to departures from the provisions hereof may not be given, unless the

same shall be in writing and signed by the Company and the Holders of 50.1% or more of

the then outstanding Registrable Securities (for purposes of clarification, this includes

any Registrable Securities issuable upon exercise or conversion of any Security),

provided that, if any amendment, modification or waiver disproportionately and

adversely impacts a Holder (or group of Holders), the consent of such disproportionately

impacted Holder (or group of Holders) shall be required. If a Registration Statement

does not register all of the Registrable Securities pursuant to a waiver or amendment done

in compliance with the previous sentence, then the number of Registrable Securities to be

registered for each Holder shall be reduced pro rata among all Holders and each Holder

shall have the right to designate which of its Registrable Securities shall be omitted from

such Registration Statement. Notwithstanding the foregoing, a waiver or consent to

depart from the provisions hereof with respect to a matter that relates exclusively to the

rights of a Holder or some Holders and that does not directly or indirectly affect the rights

of other Holders may be given only by such Holder or Holders of all of the Registrable

Securities to which such waiver or consent relates; provided, however, that the provisions

of this sentence may not be amended, modified, or supplemented except in accordance

with the provisions of the first sentence of this Section 6(f). No consideration shall be

offered or paid to any Person to amend or consent to a waiver or modification of any

provision of this Agreement unless the same consideration also is offered to all of the

parties to this Agreement.

(g)

Notices. Any and all notices or other communications or deliveries

required or permitted to be provided hereunder shall be delivered as set forth in the

Purchase Agreement.

(h)

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

be binding upon the successors and permitted assigns of each of the parties and shall

inure to the benefit of each Holder. The Company may not assign (except by merger) its

rights or obligations hereunder without the prior written consent of all of the Holders of

the then outstanding Registrable Securities. Each Holder may assign their respective

rights hereunder in the manner and to the Persons as permitted under Section 5.7 of the

Purchase Agreement.

(i)

No Inconsistent Agreements. Neither the Company nor any of its

Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its

Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect

to its securities, that would have the effect of impairing the rights granted to the Holders

in this Agreement or otherwise conflicts with the provisions hereof. Except as set forth

on Schedule 6(i), neither the Company nor any of its Subsidiaries has previously entered

into any agreement granting any registration rights with respect to any of its securities to

any Person that have not been satisfied in full.

(j)

Execution and Counterparts. This Agreement may be executed in two or

more counterparts, all of which when taken together shall be considered one and the same

agreement and shall become effective when counterparts have been signed by each party

and delivered to the other party, it being understood that both parties need not sign the

same counterpart. In the event that any signature is delivered by facsimile transmission

or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and

binding obligation of the party executing (or on whose behalf such signature is executed)

with the same force and effect as if such facsimile or “.pdf” signature page were an

original thereof.

(k)

Governing Law. All questions concerning the construction, validity,

enforcement and interpretation of this Agreement shall be determined in accordance with

the provisions of the Purchase Agreement.

(l)

Cumulative Remedies. The remedies provided herein are cumulative and

not exclusive of any other remedies provided by law.

(m)

Severability. If any term, provision, covenant or restriction of this

Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or

unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth

herein shall remain in full force and effect and shall in no way be affected, impaired or

invalidated, and the parties hereto shall use their commercially reasonable efforts to find

and employ an alternative means to achieve the same or substantially the same result as

that contemplated by such term, provision, covenant or restriction. It is hereby stipulated

and declared to be the intention of the parties that they would have executed the

remaining terms, provisions, covenants and restrictions without including any of such

that may be hereafter declared invalid, illegal, void or unenforceable.

(n)

Headings. The headings in this Agreement are for convenience only, do

not constitute a part of the Agreement and shall not be deemed to limit or affect any of

the provisions hereof.

(o)

Independent Nature of Holders’ Obligations and Rights. The obligations

of each Holder hereunder are several and not joint with the obligations of any other

Holder hereunder, and no Holder shall be responsible in any way for the performance of

the obligations of any other Holder hereunder. Nothing contained herein or in any other

agreement or document delivered at any closing, and no action taken by any Holder

pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an

association, a joint venture or any other kind of group or entity, or create a presumption

that the Holders are in any way acting in concert or as a group or entity with respect to

such obligations or the transactions contemplated by this Agreement or any other matters,

and the Company acknowledges that the Holders are not acting in concert or as a group,

and the Company shall not assert any such claim, with respect to such obligations or

transactions. Each Holder shall be entitled to protect and enforce its rights, including

without limitation the rights arising out of this Agreement, and it shall not be necessary

for any other Holder to be joined as an additional party in any proceeding for such

purpose. The use of a single agreement with respect to the obligations of the Company

contained was solely in the control of the Company, not the action or decision of any

Holder, and was done solely for the convenience of the Company and not because it was

required or requested to do so by any Holder. It is expressly understood and agreed that

each provision contained in this Agreement is between the Company and a Holder,

solely, and not between the Company and the Holders collectively and not between and

among Holders.

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

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties have executed this Registration Rights

Agreement as of the date first written above.

PARALLAX HEALTH SCIENCES, INC.

By:__________________________________________

Name:

Title:

[SIGNATURE PAGE OF HOLDERS FOLLOWS]

[SIGNATURE PAGE OF HOLDERS TO PRLX RRA]

Name of Holder: __________________________

Signature of Authorized Signatory of Holder: __________________________

Name of Authorized Signatory: _________________________

Title of Authorized Signatory: __________________________

[SIGNATURE PAGES CONTINUE]

Annex A

Plan of Distribution

Each Selling Stockholder (the “Selling Stockholders”) of the securities and any of

their pledgees, assignees and successors-in-interest may, from time to time, sell any or all

of their securities covered hereby on the principal Trading Market or any other stock

exchange, market or trading facility on which the securities are traded or in private

transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder

may use any one or more of the following methods when selling securities:

• ordinary brokerage transactions and transactions in which the

broker-dealer solicits purchasers;

• block trades in which the broker-dealer will attempt to sell the securities as

agent but may position and resell a portion of the block as principal to

facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer

for its account;

• an exchange distribution in accordance with the rules of the applicable

exchange;

• privately negotiated transactions;

• settlement of short sales;

• in transactions through broker-dealers that agree with the Selling

Stockholders to sell a specified number of such securities at a stipulated

price per security;

• through the writing or settlement of options or other hedging transactions,

whether through an options exchange or otherwise;

• a combination of any such methods of sale; or

• any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell securities under Rule 144 or any other

exemption from registration under the Securities Act of 1933, as amended (the

“Securities Act”), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other

brokers-dealers to participate in sales. Broker-dealers may receive commissions or

discounts from the Selling Stockholders (or, if any broker-deal er acts as agent for the

purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as

set forth in a supplement to this Prospectus, in the case of an agency transaction not in

excess of a customary brokerage commission in compliance with FINRA Rule 2440; and

in the case of a principal transaction a markup or markdown in compliance with FINRA

IM-2440.

In connection with the sale of the securities or interests therein, the Selling

Stockholders may enter into hedging transactions with broker-dealers or other financial

institutions, which may in turn engage in short sales of the securities in the course of

hedging the positions they assume. The Selling Stockholders may also sell securities

short and deliver these securities to close out their short positions, or loan or pledge the

securities to broker-dealers that in turn may sell these securities. The Selling

Stockholders may also enter into option or other transactions with broker-dealers or other

financial institutions or create one or more derivative securities which require the

delivery to such broker-dealer or other financial institution of securities offered by this

prospectus, which securities such broker-dealer or other financial institution may resell

pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in

selling the securities may be deemed to be “underwriters” within the meaning of the

Securities Act in connection with such sales. In such event, any commissions received by

such broker-dealers or agents and any profit on the resale of the securities purchased by

them may be deemed to be underwriting commissions or discounts under the Securities

Act. Each Selling Stockholder has informed the Company that it does not have any

written or oral agreement or understanding, directly or indirectly, with any person to

distribute the securities.

The Company is required to pay certain fees and expenses incurred by the

Company incident to the registration of the securities. The Company has agreed to

indemnify the Selling Stockholders against certain losses, claims, damages and liabilities,

including liabilities under the Securities Act.

We agreed to keep this prospectus effective until the earlier of (i) the date on

which the securities may be resold by the Selling Stockholders without registration and

without regard to any volume or manner-of-sale limitations by reason of Rule 144,

without the requirement for the Company to be in compliance with the current public

information under Rule 144 under the Securities Act or any other rule of similar effect or

(ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the

Securities Act or any other rule of similar effect. The resale securities will be sold only

through registered or licensed brokers or dealers if required under applicable state

securities laws. In addition, in certain states, the resale securities covered hereby may not

be sold unless they have been registered or qualified for sale in the applicable state or an

exemption from the registration or qualification requirement is available and is complied

with.

Under applicable rules and regulations under the Exchange Act, any person

engaged in the distribution of the resale securities may not simultaneously engage in

market making activities with respect to the common stock for the applicable restricted

period, as defined in Regulation M, prior to the commencement of the distribution. In

addition, the Selling Stockholders will be subject to applicable provisions of the

Exchange Act and the rules and regulations thereunder, including Regulation M, which

may limit the timing of purchases and sales of the common stock by the Selling

Stockholders or any other person. We will make copies of this prospectus available to

the Selling Stockholders and have informed them of the need to deliver a copy of this

prospectus to each purchaser at or prior to the time of the sale (including by compliance

with Rule 172 under the Securities Act).

SELLING SHAREHOLDERS

The common stock being offered by the selling shareholders are those previously

issued to the selling shareholders, and those issuable to the selling shareholders, upon

exercise of the warrants. For additional information regarding the issuances of those

shares of common stock and warrants, see “Private Placement of Shares of Common

Stock and Warrants” above. We are registering the shares of common stock in order to

permit the selling shareholders to offer the shares for resale from time to time. Except for

the ownership of the shares of common stock and the warrants, the selling shareholders

have not had any material relationship with us within the past three years.

The table below lists the selling shareholders and other information regarding the

beneficial ownership of the shares of common stock by each of the selling shareholders.

The second column lists the number of shares of common stock beneficially owned by

each selling shareholder, based on its ownership of the shares of common stock and

warrants, as of ________, 2019, assuming exercise of the warrants held by the selling

shareholders on that date, without regard to any limitations on exercises.

The third column lists the shares of common stock being offered by this

prospectus by the selling shareholders.

In accordance with the terms of a registration rights agreement with the selling

shareholders, this prospectus generally covers the resale of the sum of (i) the number of

shares of common stock issued to the selling shareholders in the “Private Placement of

Shares of Common Stock and Warrants” described above and (ii) the maximum number

of shares of common stock issuable upon exercise of the related warrants, determined as

if the outstanding warrants were exercised in full as of the trading day immediately

preceding the date this registration statement was initially filed with the SEC, each as of

the trading day immediately preceding the applicable date of determination and all

subject to adjustment as provided in the registration right agreement, without regard to

any limitations on the exercise of the warrants. The fourth column assumes the sale of all

of the shares offered by the selling shareholders pursuant to this prospectus.

Under the terms of the warrants, a selling shareholder may not exercise the

warrants to the extent such exercise would cause such selling shareholder, together with

its affiliates and attribution parties, to beneficially own a number of shares of common

stock which would exceed 4.99% of our then outstanding common stock following such

exercise, excluding for purposes of such determination shares of common stock issuable

upon exercise of the warrants which have not been exercised. The number of shares in the

second column does not reflect this limitation. The selling shareholders may sell all,

some or none of their shares in this offering. See "Plan of Distribution."

Number of shares of

Maximum Number of

Number of shares of

Common Stock Owned

shares of Common Stock

Common Stock Owned

Name of Selling Shareholder

Prior to Offering

to be Sold Pursuant to this

After Offering

Prospectus

Annex C

PARALLAX HEALTH SCIENCES, INC.

Selling Stockholder Notice and Questionnaire

The undersigned beneficial owner of common stock (the “Registrable Securities”)

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

that the Company has filed or intends to file with the Securities and Exchange

Commission (the “Commission”) a registration statement (the “Registration Statement”)

for the registration and resale under Rule 415 of the Securities Act of 1933, as amended

(the “Securities Act”), of the Registrable Securities, in accordance with the terms of the

Registration Rights Agreement (the “Registration Rights Agreement”) to which this

document is annexed. A copy of the Registration Rights Agreement is available from the

Company upon request at the address set forth below. All capitalized terms not otherwise

defined herein shall have the meanings ascribed thereto in the Registration Rights

Agreement.

Certain legal consequences arise from being named as a selling stockholder in the

Registration Statement and the related prospectus. Accordingly, holders and beneficial

owners of Registrable Securities are advised to consult their own securities law counsel

regarding the consequences of being named or not being named as a selling stockholder

in the Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial owner (the “Selling Stockholder”) of Registrable

Securities hereby elects to include the Registrable Securities owned by it in the

Registration Statement.

The undersigned hereby provides the following information to the Company and

represents and warrants that such information is accurate:

QUESTIONNAIRE

Name.

(a)

Full Legal Name of Selling Stockholder

(b)

Full Legal Name of Registered Holder (if not the same as (a) above)

through which Registrable Securities are held:

(c)

Full Legal Name of Natural Control Person (which means a natural person

who directly or indirectly alone or with others has power to vote or

dispose of the securities covered by this Questionnaire):

2. Address for Notices to Selling Stockholder:

Telephone:

Fax:

Contact Person:

3. Broker-Dealer Status:

(a)

Are you a broker-dealer?

Yes 

No 

(b)

If “yes” to Section 3(a), did you receive your Registrable Securities as

compensation for investment banking services to the Company?

Yes 

No 

Note: If “no” to Section 3(b), the Commission’s staff has indicated that you

should be identified as an underwriter in the Registration Statement.

(c)

Are you an affiliate of a broker-dealer?

Yes 

No 

(d)

If you are an affiliate of a broker-dealer, do you certify that you purchased

the Registrable Securities in the ordinary course of business, and at the

time of the purchase of the Registrable Securities to be resold, you had no

agreements or understandings, directly or indirectly, with any person to

distribute the Registrable Securities?

Yes 

No 

Note: If “no” to Section 3(d), the Commission’s staff has indicated that you

should be identified as an underwriter in the Registration Statement.

4. Beneficial Ownership of Securities of the Company Owned by the Selling

Stockholder.

Except as set forth below in this Item 4, the undersigned is not the beneficial or

registered owner of any securities of the Company other than the securities

issuable pursuant to the Purchase Agreement.

(a)

Type and Amount of other securities beneficially owned by the Selling

Stockholder:

5. Relationships with the Company:

Except as set forth below, neither the undersigned nor any of its affiliates,

officers, directors or principal equity holders (owners of 5% of more of the equity

securities of the undersigned) has held any position or office or has had any other

material relationship with the Company (or its predecessors or affiliates) during

the past three years.

State any exceptions here:

The undersigned agrees to promptly notify the Company of any material

inaccuracies or changes in the information provided herein that may occur subsequent to

the date hereof at any time while the Registration Statement remains effective; provided,

that the undersigned shall not be required to notify the Company of any changes to the

number of securities held or owned by the undersigned or its affiliates.

By signing below, the undersigned consents to the disclosure of the information

contained herein in its answers to Items 1 through 5 and the inclusion of such information

in the Registration Statement and the related prospectus and any amendments or

supplements thereto. The undersigned understands that such information will be relied

upon by the Company in connection with the preparation or amendment of the

Registration Statement and the related prospectus and any amendments or supplements

thereto.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused

this Notice and Questionnaire to be executed and delivered either in person or by its duly

authorized agent.

Date:

Beneficial Owner:

By:

Name:

Title:

PLEASE FAX A COPY (OR EMAIL A .PDF COPY) OF THE COMPLETED AND

EXECUTED NOTICE AND QUESTIONNAIRE TO: