INCORPORATION QUESTIONNAIRE (Delaware corporation) FOR FOUNDER INSTITUTE This questionnaire is intended to assist you in gathering the relevant

information that will be needed in connection with the formation of your company. This questionnaire is created for a Delaware corporation. We will use the information that you provide in this questionnaire to prepare the incorporation and other related documents that are typically needed to incorporate and begin operations. Please provide as much information as you have available. Feel free to attach additional sheets or otherwise attach relevant information that is responsive the questions below. There may be certain items that you are unable to complete at this time but you should endeavor to provide as much information as possible and should understand that you will likely need to provide the requested information at some point during the formation process. We anticipate that you may have some questions about the items addressed in this questionnaire. The questionnaire is intended to gather the basic information to assist us in creating the relevant documents but invariably you will have some questions about the formations documents and process and typically we will have some items that we will need to discuss with you further as well. Please do not hesitate to contact us if you have any questions at all. If you already have an entity or corporation that has been formed and you intend to make modifications to the corporate structure, please provide copies of the existing formation documents (Certificate of Incorporation, Bylaws, capitalization table, founder agreements, etc.).

BASIC COMPANY INFORMATION

1. Company name: Drxhealth

Please print the full name of the corporation to be formed. A corporate name ending, such as Company, Corporation, Incorporated or Limited or an abbreviation of one of these endings, such as Inc., is generally required. 2. Company address: Please provide an actual business or residential address. This address cannot be a mail stop or P.O. box. 3135 Toopal Dr Oceanside, CA 92008

3. Company mailing address: Indicate SAME if same as above. same

4. Address of principal company office in California: Indicate SAME if same as above or NONE if not applicable. same

5. Company phone: 6. Principal Contact (include name, address, phone and email): 7. Company fax: 8. Fiscal year end:
st

7605005851 Jeff Pearson drjeffpearson@gmail.com None yet Dec. 31st

December 31 is typical and most start-up companies select calendar year end to be the same as their fiscal year end. Sometimes you may be able to negotiate discounted rates from accounting firms if you have a different year end during a less busy time of the year.

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SOLE INCORPORATOR The sole incorporator signs the initial certificate of incorporation and files it with the Secretary of State of Delaware. The sole incorporator also has the power to do those things necessary for the initial organization of the corporation, including electing directors and adopting bylaws. The sole incorporator does not need to be a Delaware resident. Typically a founder of the company acts as the sole incorporator.

Name: Address:

Jeff Pearson same

Phone: Fax: Email:

same

same

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CORPORATE AGENTS In connection with organizing a new company, you will need to appoint certain corporate agents and comply with certain other formalities under state law. 1. Registered agent in Delaware: Delaware law requires that the company designate an agent in Delaware on whom legal process may be served. This agent may be either a person or a corporation. Most of our start-ups use a company that provides this service for an annual fee and we would be happy to recommend one of these companies. If you would like for us to provide a recommendation, simply print RECOMMEND in the space provided.

Name: Address:

Jeff Pearson same

2.

Registered office in Delaware: The company must maintain a registered office in Delaware to which official notices may be sent. The company may use the registered agent for this purpose. If the company intends to use the registered agent (which is most typical), simply print REGISTERED AGENT in the space provided.

Address:

3.

Agent for service of process in other states: If you intend to qualify to do business in other states, you will also need to appoint an agent for service of process in each such state. It is likely that you will want to qualify to do business in California if your offices and employees will be located in California. This agent may be a person or entity other than the company itself. We generally recommend that the agent should be an executive officer of the company listed at either the companys address in such state or the personal address of the executive officer.

State: Name: Address:

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INITIAL DIRECTORS For Delaware corporations, the board may consist of one or more directors. Our general advice is to keep the board small, be selective and to be aware that it is generally more difficult to remove a director than to add one. Different companies can take different approaches with respect to selecting individuals to serve as directors. However, it is generally advisable to have the Chief Executive Officer (who is often also a founder) serve as one of the directors on the initial board. Most investor groups like to see the Chief Executive Officer serving as a member of the board. If you have multiple founders, it is important to discuss at the outset the likelihood that only one or two founders will sit on the board once the initial round of financing has taken place and to have an understanding as to which founder(s) will continue to serve on the board after the initial venture financing. As a participant in Founder Institute, Incorporated program, you will also have to designate one (and only one) director as the Class F Director pursuant to the Founder Institute Incorporated form of incorporation documents. The Class F Director is elected by the holders of your companys Class F Common Stock and entitled to two votes as a director at each meeting or action by written consent of the board. Initial number of directors: 1. CLASS F DIRECTOR Name: Address:

Phone: Fax: Email: 2. DIRECTOR Name: Address:

Phone: Fax: Email:

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3.

DIRECTOR Name: Address:

Phone: Fax: Email: 4. DIRECTOR Name: Address:

Phone: Fax: Email: 5. DIRECTOR Name: Address:

Phone: Fax: Email:

INITIAL OFFICERS We generally recommend that a company should appoint, at a minimum, a President, a Treasurer (and CFO) and a Secretary. When deciding upon your officers, you should keep in mind that the same person can fill any number of offices. Please note that companies employing people in California must complete and file a California registration form for commercial employers. The California registration form requires, among other things, the social security numbers and drivers license numbers of company officers. I f you are uncomfortable providing this information in this manner, you can call us directly with this information. If the information for an officer has been provided above in INITIAL DIRECTORS, it is sufficient to provide only the officers name, title, social security number (SSN) and drivers license number. 1. OFFICER Jeff Pearson CEO 3135 Toopal Dr Oceanside, CA 92008 Phone: Email: Drivers License Number: 2. OFFICER D578224 Fax: SSN:

Name: Title: Address:

Name: Title: Address:

Phone: Email: Drivers License Number:

Fax: SSN:

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OFFICER

Name: Title: Address:

Phone: Email: Drivers License Number: 4. OFFICER

Fax: SSN:

Name: Title: Address:

Phone: Email: Drivers License Number:

Fax: SSN:

(Attach additional sheets as necessary)

GENERAL CAPITALIZATION INFORMATION

Capitalization can vary from company to company. Among other things, in establishing its capital structure, a company should account for the anticipated pricing of securities in future financings, the number of anticipated financing rounds and option pricing. For example, a company might want to establish a capital structure that is projected to yield a purchase price of approximately $1.00 per share for the Series A preferred stock financing. As a company formed in connection with the Founder Institute, Incorporated program, your company will initially have two classes of stock, Class A Common Stock and Class F Common Stock. Class F Common Stock is accorded certain rights and privileges that the Class A Common Stock is not, including a super voting right (ten (10) votes per share) and the right to elect the Class F Director. Please note that the Class F Common Stock is convertible into Class A Common Stock on a 1:1 basis. You must therefore authorize a sufficient number of shares of Class A Common Stock to cover the conversion of the Class F Common Stock. Accordingly, for each share of Class F Common Stock you authorize, you must authorize one share of Class A Common Stock. You may, of course, increase the number of authorized shares of Class A Common Stock without a commensurate increase in the authorized number of Class F Common Stock. If you have any questions regarding capitalization-related matters, please do not hesitate to contact us. A suggested capitalization structure is contained in the table below. Typically the option pool for a company is between 10-20% (most typical after a Series A round is to have an option pool of approximately 15%). Allocation Founders Option Pool Available for issuance Class A Common Stock reserved for conversion of Class F Stock Total: 1,000,000 5,000,000 9,000,000 Shares of Class A Common Stock Shares of Class F Common Stock 9,000,000

15,000,000

9,000,000

IMPORTANT NOTE: You should try to keep the gap between authorized and issued stock relatively small. In Delaware, the amount of franchise tax payable by the company will generally increase substantially as the number of authorized shares increases.

1. Total authorized shares of Class A Common Stock:

15,000,000

This must, at a minimum, account for the reserve for the Class F Common Stock to be issued to founders, shares reserved for issuance under any stock option plan and any other securities issued or promised to be issued by the company. While this can vary depending upon a number of factors (including shares expected to be issued to founders, the size of the option pool, valuation expectations, etc.), we often recommend authorizing between approximately 10,000,000-20,000,000 shares of Class A Common Stock. 2. Par value per share of Class A Common Stock: Recommend

There can be some technical legal significance to the par value per share. If you would like for us to recommend an appropriate par value, please write RECOMMEND in the space provided.

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3. Total shares of Class A Common Stock to be purchased by founders/initial investors:

0? Please Recommend

Please keep in mind that founders usually purchase shares of Class F Common Stock given that the Class F Common Stock has certain rights and privileges not accorded to the Class A Common Stock. 4. Price per share of Class A Common Stock: .0001

We generally recommend making the purchase price per share a suitable multiple of par value. Many of our companies set the par value at $0.0001 or $0.001 per share. In the event the company splits its common stock in the future, unless it simultaneously reduces the par value per share of its common stock proportionately, shares previously purchased at par may no longer be fully paid under Delaware law. The price per share of the Class A Common Stock should be set at a lower value than the price per share of the Class F Common Stock given the different rights and privileges between the two classes of stock. 5. Total purchase price to be paid by all founders/initial investors for Class A Common Stock: Please note above whether the purchase price will include non-cash consideration and describe the property. 6. Total authorized shares of Class F Common Stock: 9,000,000

This must, at a minimum, account for the Class F Common Stock to be issued to founders. While this can vary depending upon a number of factors, including the number of founders, we often recommend authorizing about 9,000,000 shares of Class F Common Stock. 7. Par value per share of Class F Common Stock: Recommend

There can be some technical legal significance to the par value per share. If you would like for us to recommend an appropriate par value, please write RECOMMEND in the space provided. 8. Total shares of Class F Common Stock to be purchased by founders:

9. Price per share of Class F Common Stock:

.0001

We generally recommend making the purchase price per share a suitable multiple of par value. Many of our companies set the par value at $0.0001 or $0.001 per share. In the event the company splits its common stock in the future, unless it simultaneously reduces the par value per share of its common stock proportionately, shares previously purchased at par may no longer be fully paid under Delaware law. As noted above, the price per share of the Class F Common Stock should be higher than the price per share of the Class A Common Stock given the different rights and privileges between the two classes of stock. 10. Total purchase price to be paid by all founders for Class F Common Stock:

.0001

Please note above if the purchase price will include non-cash consideration and describe the property.

FOUNDERS/INITIAL INVESTORS Please review the following before providing the requested information on the following pages. Contact information It is not necessary to repeat contact information (e.g., address, phone, email, etc.) that has previously been provided. Share purchase information We generally recommend that founders purchase their shares for cash. If a founder does not have the requisite cash for the purchase, we generally recommend that the founder obtain a personal loan from a third party to cover the purchase price before turning to forms of in-kind consideration (e.g., assignment of intellectual property or a business plan to the company). Use of in-kind consideration involves a number of complexities which we can discuss with you if you intend to use in-kind consideration. Please contact us if any founder is thinking about using non-cash consideration to purchase shares. Vesting Founders shares are typically subject to vesting. A standar d approach is four-year vesting, with 25% vesting after one year and month-to-month vesting thereafter. Founder Institute, Incorporated recommends four-year, month-tomonth vesting because it is more founder favorable. Some founders prefer no vesting as a starting point, with the understanding that this will be subject to negotiation at the time of the first venture financing. Venture investors typically insist on some type of vesting schedule to ensure that the founders have an incentive to remain with the company. Sometimes if a reasonable vesting schedule is already in place at the time of the financing, the venture investors may accept the existing schedule rather than requiring a new (and potentially harsher) vesting schedule. In most cases, imposing vesting is advisable if there are multiple founders. This serves to motivate each of the founders to work to grow the company. Otherwise, there is a risk that a founder may leave the company (with his or her share ownership intact) and therefore get undue benefit from the hard work of the remaining founders. While founders typically start a company with good intentions, there can be later disagreements that can cause founders to part ways. We have seen many situations in which founders have forgone vesting on their shares and have had significant regrets later when it may be the case that a particular founder is not continuing to contribute to the company as originally intended. We will talk about founder vesting strategies in our Incorporation class. Acceleration of vesting Founders will often request that some or all of their unvested shares become vested in connection with a change of control. This acceleration in the vesting of their shares is designed to protect the founders investment in the compan y. After a change in control, there is a risk that a founder may be terminated if, for example, the founders job responsibilities will be assumed by another person in the acquirers organization. Upon termination, the founder would otherwise lose his or her rights to any unvested shares. Accelerated vesting provides the founder with the assurance that he or she will have the right to some or all of the then unvested shares in the event of a change in control. Accelerating vesting upon a mere change of control (or single-trigger acceleration), while relatively uncommon, is extremely founder favorable and therefore recommended by Founder Institute, Incorporated. You should note that potential acquirers tend to dislike single trigger acceleration because it can decrease an employees incentive to stay with an acquirer following a change of control. Double trigger acceleration is more common and is preferred by most venture investors since it does a reasonably good job of balancing competing interests. Under double trigger acceleration, acceleration will occur if (i) a change of control occurs (first trigger) and (ii) the founder is terminated without cause during some set period of time following the change of control (second trigger). In some instances, founders will include a provision providing that the second trigger will be met if the founder resigns from the company for good reason during some set period of time following the change of control. With double-trigger acceleration, the founder is compensated if terminated by new management or, if applicable, the founder resigns for good reason following a change of control, and the company escapes the problems discussed above regarding the disincentives created by single trigger acceleration. It is also reasonable to require that acceleration be triggered by real harm to the employee ( i.e., termination or constructive termination) rather than by a change of control alone. - 11 -

1.

FOUNDER/INITIAL INVESTOR

Name: Address: Phone: Email: Spouses name: Current employer: Number of shares to be purchased: Class of stock purchased (check one): Class A Common Stock X Class F Common Stock 9,000,000 Fax: SSN:

Total purchase price: Description of any non-cash consideration to be paid (including any assignment of intellectual property):

Vesting (check one): Four-year vesting, month-to-month (recommended by Founder Institute, Incorporated ) Four-year vesting, with 25% vested after one year and month-to-month vesting thereafter All shares will be immediately vested Other (describe): Vesting Start Date: Acceleration of vesting (check one):

Double trigger (i.e., acceleration upon termination without cause after a change of control) Percentage of shares accelerated on double trigger: 100%

Number of months after a change of control during which a termination without cause will result in an acceleration of vesting: Include or exclude Good Reason definition (i.e., acceleration upon founder/initial investors resignation from the company for Good Reason after a change of control):

Include

Single trigger (i.e., acceleration on a change of control) (recommended by Founder Institute, Incorporated) Percentage of shares accelerated on single trigger:

No acceleration of vesting

2.

FOUNDER/INITIAL INVESTOR

Name: Address: Phone: Email: Spouses name: Current employer: Number of shares to be purchased: Class of stock purchased (check one): Class A Common Stock Class F Common Stock Total purchase price: Description of any non-cash consideration to be paid (including any assignment of intellectual property): Fax: SSN:

Vesting (check one): Four-year vesting, month-to-month (recommended by Founder Institute, Incorporated ) Four-year vesting, with 25% vested after one year and month-to-month vesting thereafter All shares will be immediately vested Other (describe): Vesting Start Date:

Acceleration of vesting (check one): Double trigger (i.e., acceleration upon termination without cause after a change of control) Percentage of shares accelerated on double trigger: Number of months after a change of control during which a termination without cause will result in an acceleration of vesting: Include or exclude Good Reason definition (i.e., acceleration upon founder/initial investors resignation from the company for Good Reason after a change of control):

Single trigger (i.e., acceleration on a change of control) (recommended by Founder Institute, Incorporated) Percentage of shares accelerated on single trigger:

No acceleration of vesting

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FOUNDER/INITIAL INVESTOR

Name: Address: Phone: Email: Spouses name: Current employer: Number of shares to be purchased: Class of stock purchased (check one): Class A Common Stock Class F Common Stock Total purchase price: Description of any non-cash consideration to be paid (including any assignment of intellectual property): Fax: SSN:

Vesting (check one): Four-year vesting, month-to-month (recommended by Founder Institute, Incorporated ) Four-year vesting, with 25% vested after one year and month-to-month vesting thereafter All shares will be immediately vested Other (describe): Vesting Start Date:

Acceleration of vesting (check one): Double trigger (i.e., acceleration upon termination without cause after a change of control) Percentage of shares accelerated on double trigger: Number of months after a change of control during which a termination without cause will result in an acceleration of vesting: Include or exclude Good Reason definition (i.e., acceleration upon founder/initial investors resignation from the company for Good Reason after a change of control):

Single trigger (i.e., acceleration on a change of control) (recommended by Founder Institute, Incorporated) Percentage of shares accelerated on single trigger:

No acceleration of vesting

4.

FOUNDER/INITIAL INVESTOR

Name: Address: Phone: Email: Spouses name: Current employer: Number of shares to be purchased: Class of stock purchased (check one): Class A Common Stock Class F Common Stock Total purchase price: Description of any non-cash consideration to be paid (including any assignment of intellectual property): Fax: SSN:

Vesting (check one): Four-year vesting, month-to-month (recommended by Founder Institute, Incorporated ) Four-year vesting, with 25% vested after one year and month-to-month vesting thereafter All shares will be immediately vested Other (describe): Vesting Start Date:

Acceleration of vesting (check one): Double trigger (i.e., acceleration upon termination without cause after a change of control) Percentage of shares accelerated on double trigger: Number of months after a change of control during which a termination without cause will result in an acceleration of vesting: Include or exclude Good Reason definition (i.e., acceleration upon founder/initial investors resignation from the company for Good Reason after a change of control):

Single trigger (i.e., acceleration on a change of control) (recommended by Founder Institute, Incorporated) Percentage of shares accelerated on single trigger:

No acceleration of vesting

INFORMATION REGARDING STOCK PLANS New companies often adopt stock plans as a means to provide equity incentive compensation ( e.g., employee stock options and/or restricted stock awards) to their employees.

1. Will the company have a stock option plan? X Yes No

If Yes, please answer the following questions: 2. Shares authorized for issuance under the stock plan: 20%

Companies typically reserve between 10% and 20% of their fully-diluted capitalization (i.e., outstanding stock, options and warrants, plus the shares reserved under the plan) for employee stock option plans. Please note that venture investors will often negotiate this percentage with the company at the time of the venture financing, which may result in an increase or decrease in the number of shares reserved under the plan at that time. If you elect to have a stock plan, the shares authorized for issuance will consist solely of Class A Common Stock. 3. General vesting terms for options: Specify the approach that the company would like to take in general with respect to the vesting of employee stock options. This is only a default approach. The board will have the authority to deviate from the default approach in connection with each grant. Four-year vesting, with 25% vested after one year and month-to-month vesting thereafter (recommended) Other (describe):

4. Company contact person to whom option exercise notices should be delivered (e.g., CEO, CFO, etc.):

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INFORMATION ABOUT THE COMPANYS BUSINESS The following information is necessary for completing tax-related forms and for determining the states in which the company may need to qualify to do business. The overlap in some of the questions can be attributed to certain differences in federal and state forms.

1. Date on which the company will begin doing business: 2. States and countries in which the company will be doing business: Please list any state or country in which you expect to have property, payroll or sales upon incorporation of the company or within the following three months. This will help to determine states in which the company may be required to qualify to do business.

3. Check one that best describes the principal activity of the companys business: This information is required to obtain a federal employer identification number. Manufacturing Wholesaleagent/broker Wholesaleother Retail Construction Real Estate If Other, please specify: Rental & leasing Transportation & warehousing Accommodation & food service Finance and insurance Health care & social assistance Other

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4. Check the industry, product or service that represents, or will represent, the greatest portion of the companys sales or revenue: This information is required in the California registration form for commercial employers. Services Temp Services Retail Wholesale If Other, please specify: Leasing Employer Manufacturing Professional Employer Organization Other

5. Detailed business description (e.g., describe the principal line of merchandise sold, specific construction work done, products produced, services provided, etc.):

6. Additional Information for Employer I.D. Number (required for corporation to open bank account and for tax purposes:

First date company will pay wages: Estimate if Peak Number of employees expected in next twelve months: The anticipated number of California employees:

INFORMATION CONCERNING INTELLECTUAL PROPERTY List any patents, copyrights and trademarks that the company will own or license and/or will want to register:

You should consider conducting trademark searches with respect to the companys name and principal products or services (please indicate below by writing DISCUSS TRADEMARKS whether you would like to discuss conducting potential trademark searches and, if so, please also indicate the names or marks that you would anticipate searching):

THANK YOU FOR COMPLETING THE QUESTIONNAIRE.

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