Ex 4.3 Warrant

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS

EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE

COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE

UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF

1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE

OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION

STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE

EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION

REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH

APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES

ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH

SECURITIES.

COMMON STOCK PURCHASE WARRANT

PARALLAX HEALTH SCIENCES, INC.

Warrant Shares: 6,000,000

Initial Exercise Date: May 3, 2019

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

that, for value received, Ionic Ventures, LLC or its assigns (the “Holder”) is entitled, upon the

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

time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New

York City time) on May 3, 2021¹ (the “Termination Date”) but not thereafter, to subscribe for

and purchase from Parallax Health Sciences, Inc., a Nevada corporation (the “Company”), up to

6,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock.

The purchase price of one share of Common Stock under this Warrant shall be equal to the

Exercise Price, as defined in Section 2(b).

Section 1.

Definitions. Capitalized terms used and not otherwise defined herein shall

have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase

Agreement”), dated May 3, 2019, among the Company and the purchasers signatory thereto.

Section 2.

Exercise.

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

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

Exercise Date and on or before the Termination Date by delivery to the Company of a

duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of

the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the

¹ Insert the date that is the two year anniversary of the Initial Exercise Date, provided that, if such date is not a

Trading Day, insert the immediately following Trading Day.

earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the

Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of

exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares

specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn

on a United States bank unless the cashless exercise procedure specified in Section 2(c)

below is specified in the applicable Notice of Exercise. No ink-original Notice of

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

or notarization) of any Notice of Exercise be required. Notwithstanding anything herein

to the contrary, the Holder shall not be required to physically surrender this Warrant to

the Company until the Holder has purchased all of the Warrant Shares available

hereunder and the Warrant has been exercised in full, in which case, the Holder shall

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

the date on which the final Notice of Exercise is delivered to the Company. Partial

exercises of this Warrant resulting in purchases of a portion of the total number of

Warrant Shares available hereunder shall have the effect of lowering the outstanding

number of Warrant Shares purchasable hereunder in an amount equal to the applicable

number of Warrant Shares purchased. The Holder and the Company shall maintain

records showing the number of Warrant Shares purchased and the date of such purchases.

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

Business Day of receipt of such notice. The Holder and any assignee, by acceptance

of this Warrant, acknowledge and agree that, by reason of the provisions of this

paragraph, following the purchase of a portion of the Warrant Shares hereunder,

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

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

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

Warrant shall be $0.25, subject to adjustment hereunder (the “Exercise Price”).

Cashless Exercise(s).

i. No Registration Cashless Exercise. If at any time during the pendency of

any Event under Section 2(d) of the Registration Rights Agreement, this

Warrant may also be exercised, in whole or in part, at such time by means

of a “cashless exercise” in which the Holder shall be entitled to receive a

number of Warrant Shares equal to the quotient obtained by dividing [(A-

B) (X)] by (A), where:

(A) = as applicable: (i) the VWAP on the Trading Day immediately

preceding the date of the applicable Notice of Exercise if such Notice of

Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof

on a day that is not a Trading Day or (2) both executed and delivered

pursuant to Section 2(a) hereof on a Trading Day prior to the opening of

“regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS

promulgated under the federal securities laws) on such Trading Day, (ii) at

the option of the Holder, either (y) the VWAP on the Trading Day

immediately preceding the date of the applicable Notice of Exercise or (z)

the Bid Price of the Common Stock on the principal Trading Market as

reported by Bloomberg L.P. as of the time of the Holder’s execution of the

applicable Notice of Exercise if such Notice of Exercise is executed

during “regular trading hours” on a Trading Day and is delivered within

two (2) hours thereafter (including until two (2) hours after the close of

“regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof

or (iii) the VWAP on the date of the applicable Notice of Exercise if the

date of such Notice of Exercise is a Trading Day and such Notice of

Exercise is both executed and delivered pursuant to Section 2(a) hereof

after the close of “regular trading hours” on such Trading Day;

(B) = The Exercise Price of this Warrant, provided however, during the

pendency of any Event under Section 2(d) of the Registration Rights

Agreement, this variable shall be 40% of Exercise Price.

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

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

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

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

and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant

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

period of the Warrant Shares being issued may be tacked on to the holding period of this

Warrant. The Company agrees not to take any position contrary to this Section 2(c)(i).

ii. Alternate Cashless Exercise. In addition to Section 2(c)(i) above, at the

option of the Holder, a cashless exercise may also occur, in whole or in

part (i) after May [●], 2019 and (ii) on any Trading Day after the Initial

Exercise Date if the VWAP for the Trading Day immediately prior to such

date is equal to or less than $0.25 (subject to adjustment for forward and

reverse stock splits, stock dividends and the like that occur after the Initial

Exercise Date), in which the Holder shall be entitled to receive a number

of Warrant Shares equal to the product obtained by multiplying X by [(A-

B)/B], where:

(A) = the Exercise Price as in effect on the Initial Exercise Date (as

adjusted for stock splits, stock dividends, stock recapitalizations or other

similar events that occur after the Initial Exercise Date);

(B) = 85% of the “Market Price”; provided, however, during the pendency

of any Event under Section 2(d) of the Registration Rights Agreement, this

variable (B) shall be 62.5% of the Market Price at the time of exercise

during the occurrence of any Event (as defined in the Registration Rights

Agreement; and

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

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

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

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

and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant

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

period of the Warrant Shares being issued may be tacked on to the holding period of this

Warrant. The Company agrees not to take any position contrary to this Section 2(c)(ii).

As used herein, the following definitions have the following meanings:

“Market Price” means the average of the two lowest VWAPs during the

20 Trading Days immediately prior to and ending on and including the date the

applicable Notice of Exercise less $0.005, not subject to adjustment for reverse

and forward stock splits and the like.

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

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

a Trading Market, the daily volume weighted average price of the Common Stock

for such date (or the nearest preceding date) on the Trading Market on which the

Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a

Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City

time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted

average price of the Common Stock for such date (or the nearest preceding date)

on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed

or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock

are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or

a similar organization or agency succeeding to its functions of reporting prices),

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

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

an independent appraiser selected in good faith by the Purchasers of a majority in

interest of the Securities then outstanding and reasonably acceptable to the

Company, the fees and expenses of which shall be paid by the Company.

“Bid Price” means, for any date, the price determined by the first of the

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

a Trading Market, the bid price of the Common Stock for the time in question (or

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

then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day

from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if

OTCQB or OTCQX is not a Trading Market, the volume weighted average price

of the Common Stock for such date (or the nearest preceding date) on OTCQB or

OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for

trading on OTCQB or OTCQX and if prices for the Common Stock are then

reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar

organization or agency succeeding to its functions of reporting prices), the most

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

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

independent appraiser selected in good faith by the Purchasers of a majority in

interest of the Securities then outstanding and reasonably acceptable to the

Company, the fees and expenses of which shall be paid by the Company.

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

Warrant shall be automatically exercised via cashless exercise pursuant to the formula in

either Section 2(c)(i) or 2(c)(ii), whichever would yield a higher number of Warrant

Shares.

Mechanics of Exercise.

Delivery of Warrant Shares Upon Exercise. The Company

shall cause the Warrant Shares purchased hereunder to be transmitted by

the Transfer Agent to the Holder by crediting the account of the

Holder’s or its designee’s balance account with The Depository Trust

Company through its Deposit or Withdrawal at Custodian system

(“DWAC”) if the Company is then a participant in such system and

either (A) there is an effective registration statement permitting the

issuance of the Warrant Shares to or resale of the Warrant Shares by the

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

pursuant to Rule 144 (assuming cashless exercise of the Warrants), and

otherwise by physical delivery of a certificate, registered in the

Company’s share register in the name of the Holder or its designee, for

the number of Warrant Shares to which the Holder is entitled pursuant to

such exercise to the address specified by the Holder in the Notice of

Exercise by the date that is the earliest of (i) two (2) Trading Days after

the delivery to the Company of the Notice of Exercise, (ii) one (1)

Trading Day after delivery of the aggregate Exercise Price to the

Company and (iii) the number of Trading Days comprising the Standard

Settlement Period after the delivery to the Company of the Notice of

Exercise (such date, the “Warrant Share Delivery Date”).

Upon

delivery of the Notice of Exercise, the Holder shall be deemed for all

corporate purposes to have become the holder of record of the Warrant

Shares with respect to which this Warrant has been exercised,

irrespective of the date of delivery of the Warrant Shares, provided that

payment of the aggregate Exercise Price (other than in the case of a

cashless exercise) is received within the earlier of (i) two (2) Trading

Days and (ii) the number of Trading Days comprising the Standard

Settlement Period following delivery of the Notice of Exercise. If the

Company fails for any reason to deliver to the Holder the Warrant

Shares subject to a Notice of Exercise by the Warrant Share Delivery

Date, the Company shall pay to the Holder, in cash, as liquidated

damages and not as a penalty, for each $1,000 of Warrant Shares subject

to such exercise (based on the VWAP of the Common Stock on the date

of the applicable Notice of Exercise), $10 per Trading Day (increasing

to $20 per Trading Day on the fifth Trading Day after such liquidated

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

Delivery Date until such Warrant Shares are delivered or Holder

rescinds such exercise. The Company agrees to maintain a transfer agent

that is a participant in the FAST program so long as this Warrant

remains outstanding and exercisable. As used herein, “Standard

Settlement Period” means the standard settlement period, expressed in a

number of Trading Days, on the Company’s primary Trading Market

with respect to the Common Stock as in effect on the date of delivery of

the Notice of Exercise.

ii.

Delivery of New Warrants Upon Exercise. If this Warrant

shall have been exercised in part, the Company shall, at the request of a

Holder and upon surrender of this Warrant certificate, at the time of

delivery of the Warrant Shares, deliver to the Holder a new Warrant

evidencing the rights of the Holder to purchase the unpurchased Warrant

Shares called for by this Warrant, which new Warrant shall in all other

respects be identical with this Warrant.

iii.

Rescission Rights. If the Company fails to cause the

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

Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will

have the right to rescind such exercise.

iv.

Compensation for Buy-In on Failure to Timely Deliver

Warrant Shares Upon Exercise. In addition to any other rights available

to the Holder, if the Company fails to cause the Transfer Agent to

transmit to the Holder the Warrant Shares in accordance with the

provisions of Section 2(d)(i) above pursuant to an exercise on or before

the Warrant Share Delivery Date, and if after such date the Holder is

required by its broker to purchase (in an open market transaction or

otherwise) or the Holder’s brokerage firm otherwise purchases, shares of

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

Warrant Shares which the Holder anticipated receiving upon such

exercise (a “Buy-In”), then the Company shall (A) pay in cash to the

Holder the amount, if any, by which (x) the Holder’s total purchase price

(including brokerage commissions, if any) for the shares of Common

Stock so purchased exceeds (y) the amount obtained by multiplying (1)

the number of Warrant Shares that the Company was required to deliver

to the Holder in connection with the exercise at issue times (2) the price

at which the sell order giving rise to such purchase obligation was

executed, and (B) at the option of the Holder, either reinstate the portion

of the Warrant and equivalent number of Warrant Shares for which such

exercise was not honored (in which case such exercise shall be deemed

rescinded) or deliver to the Holder the number of shares of Common

Stock that would have been issued had the Company timely complied

with its exercise and delivery obligations hereunder plus any other fees

or expenses charged by the Holders brokerage firm in addition to the

foregoing. For example, if the Holder purchases Common Stock having

a total purchase price of $11,000 to cover a Buy-In with respect to an

attempted exercise of shares of Common Stock with an aggregate sale

price giving rise to such purchase obligation of $10,000, under clause

(A) of the immediately preceding sentence the Company shall be

required to pay the Holder $1,000. The Holder shall provide the

Company written notice indicating the amounts payable to the Holder in

respect of the Buy-In and, upon request of the Company, evidence of the

amount of such loss. Nothing herein shall limit a Holder’s right to

pursue any other remedies available to it hereunder, at law or in equity

including, without limitation, a decree of specific performance and/or

injunctive relief with respect to the Company’s failure to timely deliver

shares of Common Stock upon exercise of the Warrant as required

pursuant to the terms hereof.

No Fractional Shares or Scrip. No fractional shares or scrip

representing fractional shares shall be issued upon the exercise of this

Warrant. As to any fraction of a share which the Holder would

otherwise be entitled to purchase upon such exercise, the Company

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

fraction in an amount equal to such fraction multiplied by the Exercise

Price or round up to the next whole share.

vi.

Charges, Taxes and Expenses. Issuance of Warrant Shares

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

or other incidental expense in respect of the issuance of such Warrant

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

and such Warrant Shares shall be issued in the name of the Holder or in

such name or names as may be directed by the Holder; provided,

however, that in the event that Warrant Shares are to be issued in a name

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

exercise shall be accompanied by the Assignment Form attached hereto

duly executed by the Holder and the Company may require, as a

condition thereto, the payment of a sum sufficient to reimburse it for any

transfer tax incidental thereto. The Company shall pay all Transfer

Agent fees required for same-day processing of any Notice of Exercise

and all fees to the Depository Trust Company (or another established

clearing corporation performing similar functions) required for same-day

electronic delivery of the Warrant Shares.

vii.

Closing of Books. The Company will not close its

stockholder books or records in any manner which prevents the timely

exercise of this Warrant, pursuant to the terms hereof.

Holder’s Exercise Limitations. The Company shall not effect any

exercise of this Warrant, and a Holder shall not have the right to exercise any

portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after

giving effect to such issuance after exercise as set forth on the applicable Notice

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

Persons acting as a group together with the Holder or any of the Holder’s

Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess

of the Beneficial Ownership Limitation (as defined below). For purposes of the

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

by the Holder and its Affiliates and Attribution Parties shall include the number of

shares of Common Stock issuable upon exercise of this Warrant with respect to

which such determination is being made, but shall exclude the number of shares

of Common Stock which would be issuable upon (i) exercise of the remaining,

nonexercised portion of this Warrant beneficially owned by the Holder or any of

its Affiliates or Attribution Parties and (ii) exercise or conversion of the

unexercised or nonconverted portion of any other securities of the Company

(including, without limitation, any other Common Stock Equivalents) subject to a

limitation on conversion or exercise analogous to the limitation contained herein

beneficially owned by the Holder or any of its Affiliates or Attribution Parties.

Except as set forth in the preceding sentence, for purposes of this Section 2(e),

beneficial ownership shall be calculated in accordance with Section 13(d) of the

Exchange Act and the rules and regulations promulgated thereunder, it being

acknowledged by the Holder that the Company is not representing to the Holder

that such calculation is in compliance with Section 13(d) of the Exchange Act and

the Holder is solely responsible for any schedules required to be filed in

accordance therewith. To the extent that the limitation contained in this Section

2(e) applies, the determination of whether this Warrant is exercisable (in relation

to other securities owned by the Holder together with any Affiliates and

Attribution Parties) and of which portion of this Warrant is exercisable shall be in

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

be deemed to be the Holder’s determination of whether this Warrant is exercisable

(in relation to other securities owned by the Holder together with any Affiliates

and Attribution Parties) and of which portion of this Warrant is exercisable, in

each case subject to the Beneficial Ownership Limitation, and the Company shall

have no obligation to verify or confirm the accuracy of such determination. In

addition, a determination as to any group status as contemplated above shall be

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

and regulations promulgated thereunder. For purposes of this Section 2(e), in

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

rely on the number of outstanding shares of Common Stock as reflected in (A) the

Company’s most recent periodic or annual report filed with the Commission, as

the case may be, (B) a more recent public announcement by the Company or (C) a

more recent written notice by the Company or the Transfer Agent setting forth the

number of shares of Common Stock outstanding. Upon the written or oral request

of a Holder, the Company shall within one Trading Day confirm orally and in

writing to the Holder the number of shares of Common Stock then outstanding.

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

determined after giving effect to the conversion or exercise of securities of the

Company, including this Warrant, by the Holder or its Affiliates or Attribution

Parties since the date as of which such number of outstanding shares of Common

Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of

the number of shares of the Common Stock outstanding immediately after giving

effect to the issuance of shares of Common Stock issuable upon exercise of this

Warrant. The Holder, upon notice to the Company, may increase or decrease the

Beneficial Ownership Limitation provisions of this Section 2(e), provided that the

Beneficial Ownership Limitation in no event exceeds 9.99% of the number of

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

issuance of shares of Common Stock upon exercise of this Warrant held by the

Holder and the provisions of this Section 2(e) shall continue to apply. Any

increase in the Beneficial Ownership Limitation will not be effective until the 61^st

day after such notice is delivered to the Company. The provisions of this

paragraph shall be construed and implemented in a manner otherwise than in strict

conformity with the terms of this Section 2(e) to correct this paragraph (or any

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

Beneficial Ownership Limitation herein contained or to make changes or

supplements necessary or desirable to properly give effect to such limitation. The

limitations contained in this paragraph shall apply to a successor holder of this

Warrant.

Call Provision. Subject to the provisions of Section 2(e) and this

Section 2(f), if, after the Effective Date, (i) the VWAP for each of 10 consecutive

Trading Days (the “Measurement Period,” which 10 consecutive Trading Day

period shall not have commenced until after the Effective Date) exceeds $0.75

(subject to adjustment for forward and reverse stock splits, recapitalizations, stock

dividends and the like after the Initial Exercise Date), (ii) the average daily

volume for such Measurement Period exceeds $100,000 per Trading Day and

(iii) the Holder is not in possession of any information that constitutes, or might

constitute, material non-public information which was provided by the Company,

any of its Subsidiaries, or any of their officers, directors, employees, agents or

Affiliates, then the Company may, within 1 Trading Day of the end of such

Measurement Period, call for cancellation of all or any portion of this Warrant for

which a Notice of Exercise has not yet been delivered (such right, a “Call”) for

consideration equal to $.001 per Warrant Share. To exercise this right, the

Company must deliver to the Holder an irrevocable written notice (a “Call

Notice”), indicating therein the portion of unexercised portion of this Warrant to

which such notice applies. If the conditions set forth below for such Call are

satisfied from the period from the date of the Call Notice through and including

the Call Date (as defined below), then any portion of this Warrant subject to such

Call Notice for which a Notice of Exercise shall not have been received by the

Call Date will be cancelled at 6:30 p.m. (New York City time) on the tenth

Trading Day after the date the Call Notice is received by the Holder (such date

and time, the “Call Date”). Any unexercised portion of this Warrant to which the

Call Notice does not pertain will be unaffected by such Call Notice. In

furtherance thereof, the Company covenants and agrees that it will honor all

Notices of Exercise with respect to Warrant Shares subject to a Call Notice that

are tendered through 6:30 p.m. (New York City time) on the Call Date. The

parties agree that any Notice of Exercise delivered following a Call Notice which

calls less than all of the Warrants shall first reduce to zero the number of Warrant

Shares subject to such Call Notice prior to reducing the remaining Warrant Shares

available for purchase under this Warrant. For example, if (A) this Warrant then

permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75

Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date

the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x)

on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be

automatically cancelled, (y) the Company, in the time and manner required under

this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in

respect of the exercises following receipt of the Call Notice, and (z) the Holder

may, until the Termination Date, exercise this Warrant for 25 Warrant Shares

(subject to adjustment as herein provided and subject to subsequent Call Notices).

Subject again to the provisions of this Section 2(f), the Company may deliver

subsequent Call Notices for any portion of this Warrant for which the Holder shall

not have delivered a Notice of Exercise. Notwithstanding anything to the

contrary set forth in this Warrant, the Company may not deliver a Call Notice or

require the cancellation of this Warrant (and any such Call Notice shall be void),

unless, from the beginning of the Measurement Period through the Call Date, (1)

the Company shall have honored in accordance with the terms of this Warrant all

Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call

Date, and (2) the Registration Statement shall be effective as to all Warrant Shares

and the prospectus thereunder available for use by the Holder for the resale of all

such Warrant Shares, and (3) the Common Stock shall be listed or quoted for

trading on the Trading Market, and (4) there is a sufficient number of authorized

shares of Common Stock for issuance of all Securities under the Transaction

Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice

shall not cause a breach of any provision of Section 2(e) herein. The Company’s

right to call the Warrants under this Section 2(f) shall be exercised ratably among

the Holders based on each Holder’s initial purchase of Warrants.

Section 3.

Certain Adjustments.

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

Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or

distributions on shares of its Common Stock or any other equity or equity equivalent

securities payable in shares of Common Stock (which, for avoidance of doubt, shall not

include any shares of Common Stock issued by the Company upon exercise of this

Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of

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

Common Stock into a smaller number of shares or (iv) issues by reclassification of shares

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

Exercise Price shall be multiplied by a fraction of which the numerator shall be the

number of shares of Common Stock (excluding treasury shares, if any) outstanding

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

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

shares issuable upon exercise of this Warrant shall be proportionately adjusted such that

the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment

made pursuant to this Section 3(a) shall become effective immediately after the record

date for the determination of stockholders entitled to receive such dividend or distribution

and shall become effective immediately after the effective date in the case of a

subdivision, combination or re-classification.

[RESERVED].

Subsequent Rights Offerings. In addition to any adjustments pursuant to

Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock

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

the record holders of any class of shares of Common Stock (the “Purchase Rights”), then

the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights,

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

held the number of shares of Common Stock acquirable upon complete exercise of this

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

limitation, the Beneficial Ownership Limitation) immediately before the date on which a

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

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

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

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

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

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

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

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

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

Beneficial Ownership Limitation).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Beneficial Ownership Limitation).

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

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

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

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

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

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

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

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

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

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

related transactions effects any reclassification, reorganization or recapitalization of the

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

is effectively converted into or exchanged for other securities, cash or property, or (v) the

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

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

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

another Person or group of Persons whereby such other Person or group acquires more

than 50% of the outstanding shares of Common Stock (not including any shares of

Common Stock held by the other Person or other Persons making or party to, or

associated or affiliated with the other Persons making or party to, such stock or share

purchase agreement or other business combination) (each a “Fundamental Transaction”),

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

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

immediately prior to the occurrence of such Fundamental Transaction, at the option of the

Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant),

the number of shares of Common Stock of the successor or acquiring corporation or of

the Company, if it is the surviving corporation, and any additional consideration (the

“Alternate Consideration”) receivable as a result of such Fundamental Transaction by a

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

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

Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the

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

Alternate Consideration based on the amount of Alternate Consideration issuable in

respect of one share of Common Stock in such Fundamental Transaction, and the

Company shall apportion the Exercise Price among the Alternate Consideration in a

reasonable manner reflecting the relative value of any different components of the

Alternate Consideration. If holders of Common Stock are given any choice as to the

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

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

exercise of this Warrant following such Fundamental Transaction. Notwithstanding

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

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

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

Transaction (or, if later, the date of the public announcement of the applicable

Fundamental Transaction), purchase this Warrant from the Holder by paying to the

Holder an amount of cash equal to the Black Scholes Value (as defined below) of the

remaining unexercised portion of this Warrant on the date of the consummation of such

Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based

on the Black-Scholes Option Pricing Model obtained from the “OV” function on

Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the

applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free

interest rate corresponding to the U.S. Treasury rate for a period equal to the time

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

and the Termination Date, (B) an expected volatility equal to the greater of 100% and the

100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day

immediately following the public announcement of the applicable Fundamental

Transaction, (C) the underlying price per share used in such calculation shall be the

greater of (i) the sum of the price per share being offered in cash, if any, plus the value of

any non-cash consideration, if any, being offered in such Fundamental Transaction and

(ii) the greater of (x) the last VWAP immediately prior to the public announcement of

such Fundamental Transaction and (y) the last VWAP immediately prior to the

consummation of such Fundamental Transaction and (D) a remaining option time equal

to the time between the date of the public announcement of the applicable Fundamental

Transaction and the Termination Date. The payment of the Black Scholes Value will be

made by wire transfer of immediately available funds within five Business Days of the

Holder’s election (or, if later, on the effective date of the Fundamental Transaction). The

Company shall cause any successor entity in a Fundamental Transaction in which the

Company is not the survivor (the “Successor Entity”) to assume in writing all of the

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

accordance with the provisions of this Section 3(e) pursuant to written agreements in

form and substance reasonably satisfactory to the Holder and approved by the Holder

(without unreasonable delay) prior to such Fundamental Transaction and shall, at the

option of the Holder, deliver to the Holder in exchange for this Warrant a security of the

Successor Entity evidenced by a written instrument substantially similar in form and

substance to this Warrant which is exercisable for a corresponding number of shares of

capital stock of such Successor Entity (or its parent entity) equivalent to the shares of

Common Stock acquirable and receivable upon exercise of this Warrant (without regard

to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,

and with an exercise price which applies the exercise price hereunder to such shares of

capital stock (but taking into account the relative value of the shares of Common Stock

pursuant to such Fundamental Transaction and the value of such shares of capital stock,

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

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

such Fundamental Transaction), and which is reasonably satisfactory in form and

substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the

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

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

Transaction Documents referring to the “Company” shall refer instead to the Successor

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

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

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

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

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

Section 3, the number of shares of Common Stock deemed to be issued and outstanding

as of a given date shall be the sum of the number of shares of Common Stock (excluding

treasury shares, if any) issued and outstanding.

Notice to Holder.

Adjustment to Exercise Price. Whenever the Exercise Price is

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

promptly deliver to the Holder by facsimile or email a notice setting forth

the Exercise Price after such adjustment and any resulting adjustment to

the number of Warrant Shares and setting forth a brief statement of the

facts requiring such adjustment.

ii.

Notice to Allow Exercise by Holder. If (A) the Company shall

declare a dividend (or any other distribution in whatever form) on the

Common Stock, (B) the Company shall declare a special nonrecurring

cash dividend on or a redemption of the Common Stock, (C) the Company

shall authorize the granting to all holders of the Common Stock rights or

warrants to subscribe for or purchase any shares of capital stock of any

class or of any rights, (D) the approval of any stockholders of the

Company shall be required in connection with any reclassification of the

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

party, any sale or transfer of all or substantially all of the assets of the

Company, or any compulsory share exchange whereby the Common Stock

is converted into other securities, cash or property, or (E) the Company

shall authorize the voluntary or involuntary dissolution, liquidation or

winding up of the affairs of the Company, then, in each case, the Company

shall cause to be delivered by facsimile or email to the Holder at its last

facsimile number or email address as it shall appear upon the Warrant

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

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

distribution, redemption, rights or warrants, or if a record is not to be

taken, the date as of which the holders of the Common Stock of record to

be entitled to such dividend, distributions, redemption, rights or warrants

are to be determined or (y) the date on which such reclassification,

consolidation, merger, sale, transfer or share exchange is expected to

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

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

shares of the Common Stock for securities, cash or other property

deliverable upon such reclassification, consolidation, merger, sale, transfer

or share exchange; provided that the failure to deliver such notice or any

defect therein or in the delivery thereof shall not affect the validity of the

corporate action required to be specified in such notice. To the extent that

any notice provided in this Warrant constitutes, or contains, material, non-

public information regarding the Company or any of the Subsidiaries, the

Company shall simultaneously file such notice with the Commission

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

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

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

except as may otherwise be expressly set forth herein.

Section 4.

Transfer of Warrant.

Transferability. Subject to compliance with any applicable securities laws

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

the Purchase Agreement, this Warrant and all rights hereunder (including, without

limitation, any registration rights) are transferable, in whole or in part, upon surrender of

this Warrant at the principal office of the Company or its designated agent, together with

a written assignment of this Warrant substantially in the form attached hereto duly

executed by the Holder or its agent or attorney and funds sufficient to pay any transfer

taxes payable upon the making of such transfer. Upon such surrender and, if required,

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

name of the assignee or assignees, as applicable, and in the denomination or

denominations specified in such instrument of assignment, and shall issue to the assignor

a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant

shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder

shall not be required to physically surrender this Warrant to the Company unless the

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

Warrant to the Company within three (3) Trading Days of the date on which the Holder

delivers an assignment form to the Company assigning this Warrant in full. The Warrant,

if properly assigned in accordance herewith, may be exercised by a new holder for the

purchase of Warrant Shares without having a new Warrant issued.

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

Warrants upon presentation hereof at the aforesaid office of the Company, together with a

written notice specifying the names and denominations in which new Warrants are to be

issued, signed by the Holder or its agent or attorney. Subject to compliance with Section

4(a), as to any transfer which may be involved in such division or combination, the

Company shall execute and deliver a new Warrant or Warrants in exchange for the

Warrant or Warrants to be divided or combined in accordance with such notice. All

Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and

shall be identical with this Warrant except as to the number of Warrant Shares issuable

pursuant thereto.

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

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

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

registered Holder of this Warrant as the absolute owner hereof for the purpose of any

exercise hereof or any distribution to the Holder, and for all other purposes, absent actual

notice to the contrary.

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

connection with any transfer of this Warrant, the transfer of this Warrant shall not be

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

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

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

pursuant to Rule 144, the Company may require, as a condition of allowing such transfer,

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

provisions of the Purchase Agreement.

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

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

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

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

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

sales registered or exempted under the Securities Act.

Section 5.

Miscellaneous.

No Rights as Stockholder Until Exercise; No Settlement in Cash. This

Warrant does not entitle the Holder to any voting rights, dividends or other rights as a

stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i),

except as expressly set forth in Section 3. Without limiting any rights of a Holder to

receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive

cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall

the Company be required to net cash settle an exercise of this Warrant.

Loss, Theft, Destruction or Mutilation of Warrant. The Company

covenants that upon receipt by the Company of evidence reasonably satisfactory to it of

the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to

the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security

reasonably satisfactory to it (which, in the case of the Warrant, shall not include the

posting of any bond), and upon surrender and cancellation of such Warrant or stock

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

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

certificate.

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

taking of any action or the expiration of any right required or granted herein shall not be a

Business Day, then, such action may be taken or such right may be exercised on the next

succeeding Business Day.

Authorized Shares.

The Company covenants that, during the period the Warrant is

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

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

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

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

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

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

take all such reasonable action as may be necessary to assure that such Warrant

Shares may be issued as provided herein without violation of any applicable law

or regulation, or of any requirements of the Trading Market upon which the

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

which may be issued upon the exercise of the purchase rights represented by this

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

and payment for such Warrant Shares in accordance herewith, be duly authorized,

validly issued, fully paid and nonassessable and free from all taxes, liens and

charges created by the Company in respect of the issue thereof (other than taxes in

respect of any transfer occurring contemporaneously with such issue).

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

Company shall not by any action, including, without limitation, amending its

certificate of incorporation or through any reorganization, transfer of assets,

consolidation, merger, dissolution, issue or sale of securities or any other

voluntary action, avoid or seek to avoid the observance or performance of any of

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

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

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

impairment. Without limiting the generality of the foregoing, the Company will

(i) not increase the par value of any Warrant Shares above the amount payable

therefor upon such exercise immediately prior to such increase in par value, (ii)

take all such action as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and nonassessable Warrant Shares upon

the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain

all such authorizations, exemptions or consents from any public regulatory body

having jurisdiction thereof, as may be, necessary to enable the Company to

perform its obligations under this Warrant.

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

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

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

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

having jurisdiction thereof.

Jurisdiction. All questions concerning the construction, validity,

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

provisions of the Purchase Agreement.

Restrictions. The Holder acknowledges that the Warrant Shares acquired

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

cashless exercise, will have restrictions upon resale imposed by state and federal

securities laws.

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

exercise any right hereunder on the part of Holder shall operate as a waiver of such right

or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any

other provision of this Warrant or the Purchase Agreement, if the Company willfully and

knowingly fails to comply with any provision of this Warrant, which results in any

material damages to the Holder, the Company shall pay to the Holder such amounts as

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

reasonable attorneys’ fees, including those of appellate proceedings, incurred by the

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

rights, powers or remedies hereunder.

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

be given or delivered to the Holder by the Company shall be delivered in accordance with

the notice provisions of the Purchase Agreement.

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

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

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

liability of the Holder for the purchase price of any Common Stock or as a stockholder of

the Company, whether such liability is asserted by the Company or by creditors of the

Company.

Remedies. The Holder, in addition to being entitled to exercise all rights

granted by law, including recovery of damages, will be entitled to specific performance

of its rights under this Warrant. The Company agrees that monetary damages would not

be adequate compensation for any loss incurred by reason of a breach by it of the

provisions of this Warrant and hereby agrees to waive and not to assert the defense in any

action for specific performance that a remedy at law would be adequate.

Successors and Assigns. Subject to applicable securities laws, this

Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and

be binding upon the successors and permitted assigns of the Company and the successors

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

the benefit of any Holder from time to time of this Warrant and shall be enforceable by

the Holder or holder of Warrant Shares.

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

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

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

interpreted in such manner as to be effective and valid under applicable law, but if any

provision of this Warrant shall be prohibited by or invalid under applicable law, such

provision shall be ineffective to the extent of such prohibition or invalidity, without

invalidating the remainder of such provisions or the remaining provisions of this Warrant.

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

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

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

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed

by its officer thereunto duly authorized as of the date first above indicated.

PARRALAX HEALTH SCIENCES, INC.

[ex43warrant2.gif]

By:__________________________________________

Name: Paul R. Arena

Title: Chief Executive Officer

NOTICE OF EXERCISE

TO: PARRALAX HEALTH SCIENCES, INC.

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

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

exercise price in full, together with all applicable transfer taxes, if any.

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

[ ] in lawful money of the United States; or

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

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

respect to the maximum number of Warrant Shares purchasable pursuant to the

cashless exercise procedure set forth in subsection 2(c).

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as

is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

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

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

[SIGNATURE OF HOLDER]

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of Investing Entity: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

EXHIBIT B

ASSIGNMENT FORM

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

form to purchase shares.)

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

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

______________________________________

Email Address:

______________________________________

Dated: _______________ __, ______

Holder’s Signature:

Holder’s Address: