PPM

Confidential Private Placement Memorandum for

Stimcore, Inc. December 15, 2021 Up to $9,000,000 of Common Stock 25102(f) California-Only Offering $1.00 per share

QUESTIONS, INQUIRIES AND REQUESTS FOR INFORMATION MAY BE DIRECTED TO: Shawn Toohey Telephone: 760-238-2109 Email: shawn@stimcoremd.com

This Confidential Private Placement Memorandum and the information contained herein are confidential and are being furnished to a limited number of investors. The Memorandum has been prepared by the management of the Company solely to assist the recipient in deciding whether to proceed with further analysis of this opportunity and may not be shared with or distributed to any person other than in connection with an evaluation of the Company by potential investors and their advisors. Reproduction, transfer, or distribution of this document is forbidden.

Table of Contents 1.PROOF OF CONCEPT AND IMAGES ..................................................................................................

1 2.STIMCORE, INC. REVENUE PROJECTION .......................................................................................

1 2.1.What is Stimcore? ............................................................................................................1 2.2.Note Regarding Sales .......................................................................................................1 2.3.Revenue Modeling – Basic Assumptions.........................................................................1 2.4.Practitioner/Customer Penetration ...................................................................................2 2.5.Practitioner’s Patient Capture Assumptions .....................................................................2 2.6.New Patients – Treatments ...............................................................................................2 2.7.After Units Projected (Above) -- ASPs And Revenues....................................................3 2.8.Maintenance Therapy – Modest Assumptions .................................................................4 2.9.Summing Up These Three Revenue Sources: ..................................................................4 2.10.Stimcore’s Revenue Ramp .............................................................................................5 4.EXECUTIVE SUMMARY ......................................................................................................................

6 4.1.The Opportunity ...............................................................................................................6 4.2.Term Sheet .......................................................................................................................7 4.3.Forward Looking Statements ...........................................................................................8 5.THE OFFERING ......................................................................................................................................

9 5.1.History and Current Status of the Company ....................................................................9 5.2.Description of the Opportunity and Need for Funds........................................................9 5.3.Product Groups Targeted for Stimcore, Inc. Investment ................................................10 5.3.1.Proposed Use of Proceeds .................................................................................10 6.DESCRIPTION OF THE SECURITIES ..................................................................................................

11 6.1.Common Stock ...............................................................................................................11 6.2.Subscription Agreement for This Offering .....................................................................11 6.3.Stock Transfer Restrictions Generally ...........................................................................11 6.4.Three-Year Ban on Stock Transfers ...............................................................................11 6.5.Company Right of First Refusal ....................................................................................12 6.6.Lock-Up Agreement .......................................................................................................12 6.7.Required Sale by Shareholders (Drag-Along Rights) ....................................................12 1

6.8.Capitalization Before and After the Offering .................................................................13 6.9.Return on Investment .....................................................................................................13 7.VALUATION............................................................................................................................................

14 8.COMPETITIVE LANDSCAPE ...............................................................................................................

15 9.STIMCORE DEVICE DEVELOPMENT AND COST TIMELINE .......................................................

16 10.FINANCIALS ........................................................................................................................................

17 10.1.Forward Looking Statements .......................................................................................17 10.2.Projections ....................................................................................................................17 10.3.Draw for Reimbursement of Expenses. .......................................................................17 11.MANAGEMENT....................................................................................................................................

18 12.INVESTOR SUITABILITY REQUIREMENTS ...................................................................................

21 12.1.General Requirements ..................................................................................................21 12.2.Non-Accredited Investor Suitability Requirements .....................................................22 12.3.Accredited Investor Suitability Requirements .............................................................23 13.SUBSCRIBING ......................................................................................................................................

25 13.1.How to Subscribe .........................................................................................................25 13.2.Right to Reject Any Potential Investor ........................................................................25 13.3.Interpretation; Termination of Offering .......................................................................25 13.4.No Revocation..............................................................................................................26 14.RISK FACTORS ....................................................................................................................................

27 14.1.Risks related to the Offering ........................................................................................27 14.2.Risks Related to the Company’s Business ...................................................................28 14.3.Risks Related To Patents And Proprietary Information ...............................................30 14.4.Risks Related to Specific Products ..............................................................................33 14.5.The Securities Have not Been Registered ....................................................................33 14.6.This Information is Confidential ........................................................................................33 14.7.Other Information is Not Authorized .................................................................................33 14.8.Federal Income Tax Consequences ..............................................................................34 2

14.9.No Legal, Accounting, Tax or Investment Advice .......................................................34 14.10.Withdrawal, Cancellation, or Modification......................................................................35 14.11.Foreign Law .....................................................................................................................35 14.12.Integration ........................................................................................................................35 14.13.Limitation on Offering .....................................................................................................35 14.14.Restrictions on Transferability .........................................................................................36 14.15.Additional Cautions and Restrictions ..............................................................................36 Exhibit A: Articles of Incorporation ............................................................................................................

37 Exhibit B: Bylaws........................................................................................................................................

39 Exhibit C: Investor Questionnaire ...............................................................................................................

61 Exhibit D: Subscription Agreement.............................................................................................................

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CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

1.PROOF OF CONCEPT AND IMAGES

Proof of Concept:

1

Sinus-Stim:

Clear, Clean and Open

1

2.STIMCORE, INC. REVENUE PROJECTION

2.1.What is Stimcore?

Stimcore is three medical devices that treat patients with SBD, sleep apnea and other breathing disorders.

Different from the current, unappealing and ineffective CPAP and BiPAP devices, Stimcore utilizes electrical stimulation/bioregulatory signals that reshapes tissue in the throat, mouth and sinus to open airways.

There is a strong scientific basis and early clinical trial data.

This is a large, underserved, addressable market – likely to convert many CPAP users, as well as millions of patients that simply go untreated.

This section will focus on the revenue potential for the Stimcore devices through 2027, US-only.

2.2.Note Regarding Sales Our company model is to exit before sales to a strategic buyer after first-in-man studies so we will never have sales. Projected sales, though, are key to how much we can sell the company for.

2.3.Revenue Modeling – Basic Assumptions The Stimcore product comes in three formats that treat specific breathing disorders.

Our initial revenue build model is focused on the United States only – considerable potential exists outside of this market.

Target practitioners/customers are PCPs, Dentists, and most other MD’s.

For modeling purposes, we limit this potential customer target group to only 325,000.

To become a “user”, the practitioner is required to purchase a $5,000 start-up kit to be used on the first five patients.

The ASPs (average selling prices) ranges from $475 to $500 per treatment.

It is highly remunerative for customer practitioners – they can charge for initial treatment and annual maintenance treatments.

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For Stimcore start-up kit revenues are a modest majority of revenues come from treatments.

We assume an efficient distribution channel – a small direct sales force calling on customer targets – combined with an extensive internet-based marketing campaign.

2.4.Practitioner/Customer Penetration The model below shows only a modest penetration of the 325,000 customer targets – approximately 2.4% or 30,000 committed customers by 2027.

Start-up kit revenues climb to roughly $40 million by 2027.

2022 Potential Dr./Practioners - Oriented to OSA

2023

325,000

329,875

2024 334,823

2025 339,845

2026 344,943

2027 350,117

% penetration

0.60%

0.95%

1.30%

1.65%

2.00%

Customer/Dr. Acquisition (annual)

1,950

3,134

4,353

5,607

6,899

2.35% 8,228

Cumulative Customer/Dr. Base

1,950

5,084

9,437

15,044

21,943

30,171

Start-up packs - percent compliant

100%

100%

100%

100%

100%

100%

Start-up packs sold

1,950

3,134

4,353

5,607

6,899

8,228

ASP - startup packs

5,000

5,000

5,000

5,000

5,000

5,000

9.8

15.7

21.8

28.0

34.5

41.1

Revenue from Start-up packs ($,m)

2.5.Practitioner’s Patient Capture Assumptions We assume that each practitioner could attract 35 patients to the therapy in the first year – this climbs to 70 patients per year by 2027.

At these rates (new practitioners and new patients), the cumulative patients “under treatment” could rise to as many as 5 million by 2027.

2022

2023

2024

2025

2026

2027

Annual Revenues - Consumables Active Doctors(Practitioners)

1,950

5,084

9,437

15,044

21,943

35

40

46

53

61

70

Total New Patients each year

68,250

204,623

436,793

800,800

1,343,235

2,123,934

Cumulative Patients in the mix

68,250

272,873

709,666

1,510,466

2,853,701

4,977,634

New OSA Pats. Treated per Dr.per yr.

2.6.New Patients – Treatments The practitioner customer-base produces new patients – up to two million by 2027.

We assume some patients may get more than one product format (>100% mix).

This generates millions of Stimcore units as we move through 2025, ‘26, ’27.

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30,171

2022

2023

2024

2025

2026

2027

New Patient Focus New Patients to apply Tx on

68,250

204,623

436,793

800,800

1,343,235

2,123,934

Mix of product type Tongue-Stim

40%

40%

40%

40%

40%

40%

Sinus-Stim

55%

55%

55%

55%

55%

55%

Oropharyngeal

25%

25%

25%

25%

25%

25%

120%

120%

120%

120%

120%

120%

Total (greater than 100% - patients use >1 product)

Units Tongue-Stim

27,300

81,849

174,717

320,320

537,294

849,573

Sinus-Stim

37,538

112,543

240,236

440,440

738,779

1,168,164

Oropharyngeal

17,063

51,156

109,198

200,200

335,809

530,983

Total

81,900

245,548

524,151

960,959

1,611,882

2,548,720

2.7.After Units Projected (Above) -- ASPs And Revenues We apply average selling prices to those units from the previous slide to drive our revenues projections.

Based on our assumptions, revenues could soar to $1 billion by 2027.

This is still only the initial treatment revenues, not maintenance.

2022

2023

2024

2025

2026

2027

Tongue-Stim

500

488

475

463

452

441

Sinus-Stim

475

463

452

440

429

419

Oropharyngeal

475

463

452

440

429

419

Average Total

483

471

459

448

437

426

Tongue-Stim

14

40

83

148

243

374

Sinus-Stim

18

52

108

194

317

489

8

24

49

88

144

222

40

116

241

430

704

1,085

ASP per treatment

Revenues ($,m)

Oropharyngeal Total

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2.8.Maintenance Therapy – Modest Assumptions We conservatively assume only 10% of patients elect to receive maintenance treatment.

2022

2023

2024

2025

2026

2027

Maintenance Therapy Cumulative minus new that year

-

Compliance to maintenance Tx

10%

Patients receiving maintence Tx

-

68,250 10% 6,825

272,873 10% 27,287

709,666 10% 70,967

1,510,466 10% 151,047

2,853,701 10% 285,370

Mix of product type Tongue-Stim

40%

40%

40%

40%

40%

40%

Sinus-Stim

55%

55%

55%

55%

55%

55%

Oropharyngeal

25%

25%

25%

25%

25%

25%

120%

120%

120%

120%

120%

120%

Total (greater than 100% - patients use >1 product)

Units Tongue-Stim

-

2,730

10,915

28,387

60,419

114,148

Sinus-Stim

-

3,754

15,008

39,032

83,076

156,954

Oropharyngeal

-

1,706

6,822

17,742

37,762

71,343

Total

-

8,190

32,745

85,160

181,256

342,444

ASP per treatment Tongue-Stim

500

488

475

463

452

441

Sinus-Stim

475

463

452

440

429

419

Oropharyngeal

475

463

452

440

429

419

471

459

448

437

426

Average Total Revenues ($,m) Tongue-Stim

-

1

5

13

27

50

Sinus-Stim

-

2

7

17

36

66

Oropharyngeal

-

1

3

8

16

30

Total

-

4

15

38

79

146

2025 28 430 38 497 79%

2026 34 704 79 818 65%

2027 41 1,085 146 1,272 56%

2.9.Summing Up These Three Revenue Sources: Grand Total Revenues ($,m) 2022 10 40 49

Start-up Pack Revenues New Patient Revenues Redo Revenues Total

2023 16 116 4 135 174%

Growth

4

2024 22 241 15 278 105%

2.10.Stimcore’s Revenue Ramp This would represent one of the steepest and largest revenue ramps of any early medical device over the last two decades – on par with drug-coated stents, implantable defibrillators and transcutaneous heart valves (TAVR).

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4.EXECUTIVE SUMMARY

4.1.The Opportunity Stimcore, Inc., (“Stimcore” or the “Company”) is offering selected investors up to 3,000,000 shares of its common stock, (the “Securities”), at a price of $1.00 per share. The minimum investment amount is $25,000 unless otherwise approved by the Board in specific cases. The consummation of this offering is not conditioned upon the Company’s receipt of any particular amount of subscriptions or investment and the Company has the right to accept subscriptions from time to time and use the money immediately.

Stimcore, Inc. is a new company focused on OSA, SBD, airway regeneration and recovery technologies primarily based on a common core IP platform of Stimcore, Inc. patented and patent pending inventions. Funds from this offering will be used to invest in a portfolio of three innovations and startups focused in this area.

The innovation and startups are divided into these category groups: (1) Tongue; (2) Sinus; (3) Oropharyngeal.

Stimcore, Inc.’s strategy is to advance each innovation through first-in-man results and then seek out a strategic buyer/partner and sell the company to a company that can take Stimcore nationwide and then worldwide.

Stimcore, Inc.’s business plan is to launch breakthrough innovations with the following products: (1) Tongue-Stim; (2) Sinus-Stim; (3) Oropharyngeal-Stim.

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4.2.Term Sheet

Price

$1.00 per share

Minimum Purchase per Investor

$25,000 unless Board approved

Suitability Standards for Investors

Accredited, sophisticated or with a preexisting substantive relationship

States where investors may be from

California only

Offering Exemption/Type

California 25102(f)

Type of Entity and State of Formation

California corporation

Type of Securities

Common Stock

Voting rights

One vote for each share

Dilution

Allowed

Company buy-back rights

Right of first refusal

Minimum holding period

As set by federal Rule 144

Maximum to be Raised in this Offering

Up to $9,000,000

Minimum to be Raised in this Offering

No minimum

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Capitalization Before This Offering

• 1,510,000 common shares outstanding.

• 13,415,000 share options awarded, each with a strike price of $0.001/share.

• 10,585,000 common shares reserved for the employee incentive plan.

Capitalization After This Offering

• 10,510,000 common shares outstanding.

• 13,415,000 share options awarded, each with a strike price of $0.001/share.

• 10,585,000 common shares reserved for the employee incentive plan.

4.3.Forward Looking Statements This provision is being included in connection with the safe harbor provision of the Private Securities Litigation Reform Act. The Investor Documents contain forward looking statements. Such statements are based upon management’s current expectations, beliefs, and assumptions about future events, and are other than statements of historical fact and involve a number of risks and uncertainties. The use in the Investor Documents of words such as “believes,” “anticipates,” “expects,” “intends” and similar expressions are intended to identify forward looking statements, but are not the exclusive means of identifying such statements. In addition to those factors discussed in the Investor Documents, important factors that could cause actual results to differ materially from those in forward looking statements are, among others, the market’s acceptance of the Company’s services and products, competition and the availability of financing.

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5.THE OFFERING 5.1.History and Current Status of the Company Stimcore, Inc. is headquartered in Newport Beach, California and grew out of the lifelong work of Howard Leonhardt, Dr. Blair Bittner and several other Stimcore team members. Howard Leonhardt is an inventor with 20 issued U.S. patents and numerous more pending in mostly in the organ regeneration field.

Stimcore’s Articles of Incorporation are attached as Exhibit A and its Bylaws are attached as Exhibit B. Core Team (for biographies see the Management section): Howard Leonhardt - President Dr. Blair Bittner – Chief Scientific Officer – Director of Clinical applications Tom Newman – Vice President of Product and Business Development; Corporate Secretary Patrick Keith Griffith, M.D., FACS, MBA – cardiovascular and thoracic surgeon – Chief Forensic Investigator overseeing clinical trials, and consultant Sanjay D. Bhojraj, M.D., cardiology and interventional cardiology; Providence Hospital, Mission Vallejo – clinical trials consultant Dr. Leslie Miller - Chief Medical Officer - Advisor Jeff Donofrio – President Second Heart Assist - Advisor Larry Stevens – FDA Consultant

5.2.Description of the Opportunity and Need for Funds Stimcore, Inc. is offering to selected investors up to approximately 9,000,000 shares of its common stock at a price of $1.00 per share for a maximum offering of $9,000,000.

Stimcore, Inc. is company focused on solutions for SBD, OSA, sleep apnea and breathing disorders associated with sleep, and airway health-recovery technologies primarily based on a common core IP platform of specific bioelectric signals delivered through innovative and creative methods directly to the required area of treatment.

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5.3.Product Groups Targeted for Stimcore, Inc. Investment 5.3.1.Proposed Use of Proceeds By product groups: (1) Tongue-Stim = ~28% (2) Sinus-Stim. = ~42% (3) Oropharyngeal-Stim = ~30% Stimcore, Inc. may establish one or more of these product groups as subsidiaries to limit any potential liability or to separate additional investor offerings.

Estimated Offering Cost Expenses = $20,000 StimCore, Inc. has exclusive rights to ALL Leonhardt patents and patents pending as they may apply to Tongue-Stim, OMF-Stim, Sinus-Stim and Palette (Palatial)-Stim including all bioelectric signaling sequences-and their corresponding protein expressions https:// patents.justia.com/inventor/howard-jleonhardt.

StimCore, Inc. has access to all standard portfolio benefits and services of Leonhardt’s Launchpads accelerators in exchange for providing 27% of all funds raised by StimCore, Inc. for product development and market launch. This includes access to the stimulator and electrode suppliers and template documents.

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6.DESCRIPTION OF THE SECURITIES The authorized common stock of the Company consists of 24,000,000 shares.

6.1.Common Stock The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the shareholders. Holders of common stock are entitled to receive ratably such dividends as may be declared by the Board of Directors out of funds legally available therefore the issued and outstanding shares of common stock are the common stock to be issued and outstanding upon completion of the Offering will be, fully paid and nonassessable.

6.2.Subscription Agreement for This Offering Each purchaser of the Securities in the Offering (referred to below as “Shareholders”) will be required the Investor Questionnaire, which is Exhibit C, and the Subscription Agreement, which is Exhibit D, before such purchaser will be permitted to purchase any Securities. These documents are vital to the Company and are viewed by the Company as a valuable part of the consideration to be given by investors for their purchase of the Securities in the Offering. A summary of the material terms of the Subscription Agreement is contained below, but such description is only a summary and is not complete, and is qualified in its entirety by the full text of the Subscription Agreement. Each investor should carefully read the entire Subscription Agreement prior to signing it and investing in the Securities.

6.3.Stock Transfer Restrictions Generally The stock transfer provisions set forth below will terminate upon the consummation of an initial public offering of the Company’s common stock, if ever. Although the Company may attempt to conduct one or more public offerings of common stock in the future, the decision to proceed with any public offering will be made solely by the Company’s Board of Directors at its sole discretion. The Company has no obligation to conduct any public offering of its common stock, and there can be no assurance that a public offering will ever be attempted or consummated.

Shareholders cannot sell or otherwise transfer common stock unless otherwise permitted under the Subscription Agreement.

All shares issued under this private placement are governed by the Securities Act of 1933 and Rule 144. In the event a Shareholder attempts to transfer his or her shares in violation of any of the transfer restrictions contained in the Subscription Agreement as determined in good faith by the Company’s Board of Directors, such transfer will be null and void.

6.4.Three-Year Ban on Stock Transfers

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For three years from the date of a shareholder’s Subscription Agreement, a shareholders may not transfer shares to third parties without written permission from the Company.

6.5.Company Right of First Refusal Notwithstanding the foregoing, each Shareholder must notify the Company in writing of the existence and terms of any proposed sale (or transfer for consideration) of some or all of the Shareholder’s shares of the Company, and hereby grants the Company a right to acquire some or all of those Shares on the same terms within thirty (30) days of receipt of the notice.

If the Company declines or fails to purchase all of those Shares, the Company shall notify the other Shareholders in writing of the existence and terms of the proposed sale (or transfer for consideration) and the Company, and the selling Shareholder hereby grants the other Shareholders a right to acquire some or all of those shares (pro rata if the other Shareholders together wish to purchase more shares than are proposed to be sold) on the same terms within thirty (30) days of receipt of receipt of this second notice. All proposed sales or transfers shall be negotiated in good faith as arms'-length transactions.

6.6.Lock-Up Agreement In the event of an initial public offering of the Company’s common stock, each Shareholder will be subject to a customary “lock-up” agreement as requested by the managing underwriter of the offering, up to a maximum of 180 days provided that Stimcore, Inc. also agrees to the terms of such “lock-up” agreement (a “lock-up” agreement is a temporary restriction on stock sales and related transactions for a period of time after an offering commences).

6.7.Required Sale by Shareholders (Drag-Along Rights) The Shareholders can be required by Stimcore, Inc. at its election to sell all or a portion of their shares of common stock to a third party if (i) Stimcore, Inc. (together with its affiliates) proposes to sell at least one-third of the total issued and outstanding shares of common stock of the Company to such third party, and (ii) a fairness opinion of an investment bank or valuation firm is obtained indicating the fairness of the proposed transaction to the Shareholders. Shareholders may be required to enter into an agreement to make such sale of their shares. The drag-along rights provisions will terminate upon the consummation of an initial public offering of the Company’s common stock, if ever.

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6.8.Capitalization Before and After the Offering The Company is authorized to issue 24,000,000 shares.

Capitalization Before This Offering

• 1,510,000 common shares outstanding.

• 13,415,000 share options awarded, each with a strike price of $0.001/share.

• 10,585,000 common shares reserved for the employee incentive plan.

Expected Capitalization After This Offering

• 10,510,000 common shares outstanding.

• 13,415,000 share options awarded, each with a strike price of $0.001/share.

• 10,585,000 common shares reserved for the employee incentive plan.

6.9.Return on Investment Our policy is to retain earnings to provide funds for the operation and expansion of our business, and accordingly, we have never declared or paid any cash dividends on our common stock or other securities and do not currently anticipate paying any cash dividends in the foreseeable future. The declaration and payment of dividends by us are subject to the discretion of our Board of Directors and the restrictions specified in our Articles of Incorporation and by applicable law.

Any future determination to pay cash dividends will depend on our results of operations, financial condition, capital requirements, contractual restrictions and other factors deemed relevant by our Board of Directors. Profits from affiliate revenue and royalties will be used at the discretion of the Board for operating costs, future investment, dividends, or any business purpose.

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7. VALUATION The seed round valuations provided below are based upon VC-focused Wilson Sonsini and angel round-focused Gust - Bill Payne surveys. The Angel Data is more relevant for seed stage. The median valuation nationwide last year was $2.75 million for all companies and $3.2 million for life science companies. The average valuation was $2.96 million for all companies and $5.15 million for life science companies.

We have used the following sources for valuations: THE ENTREPRENEURS REPORT Wilson Sonsini Goodrich & Rosati · Private Company Financing Trends - Wilson Sonsini Goodrich · Private Company Financing Trends - Wilson Sonsini Goodrich · 2012 Valuation Survey of Angel Groups - Gust Blog · 2011 Valuation Survey of North American Angel Groups Gust · 10 Rules of Thumb for Startup Investment Valuation – Gust · Bill Payne - Gust Blog Startups Spread Out, Grow Faster And Raise Higher - Forbes · 2012 Valuation Survey of Angel Groups - Term Sheet – Quora · termsheet.quora.com/2012-Valuation-Survey-of-Angel-Groups.

As Stimcore has three separate products, Stimcore has set its current valuation at $9 million.

The purchase price for the Securities has been determined arbitrarily by the Company, and does not necessarily bear any relationship to the Company's book value, assets, earnings or other generally accepted valuation criteria. In determining the purchase price, the Company did not employ investment banking firms or other outside organizations to make an independent appraisal or evaluation. Accordingly, the offering price should not be considered to be indicative of the actual value of the Securities. The Company makes no representation that the Securities could be resold at this price.

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8.COMPETITIVE LANDSCAPE

15

9.STIMCORE DEVICE DEVELOPMENT AND COST TIMELINE

16

10.FINANCIALS 10.1.Forward Looking Statements This provision is being included in connection with the safe harbor provision of the Private Securities Litigation Reform Act. The Investor Documents contain forward looking statements.

Such statements are based upon management’s current expectations, beliefs, and assumptions about future events, and are other than statements of historical fact and involve a number of risks and uncertainties. The use in the Investor Documents of words such as “believes,” “anticipates,” “expects,” “intends” and similar expressions are intended to identify forward looking statements, but are not the exclusive means of identifying such statements. In addition to those factors discussed in the Investor Documents, important factors that could cause actual results to differ materially from those in forward looking statements are, among others, the market’s acceptance of the Company’s services and products, competition and the availability of financing.

10.2.Projections Our company model is to exit before sales to a strategic buyer after first-in-man studies so we will never have sales.

Our solution for the problem of OSA is currently estimated to be a $10 billion. However, our solutions are designed to be offered by a significantly larger groups of providers making the market even larger although the true market size is difficult to predict.

Stimcore, Inc. will depend on outside partners and suppliers for the production of their products and services.

This offering does not provide for all those needs.

10.3.Draw for Reimbursement of Expenses.

Dr. Blair Bittner is owed approximately $480,000 for the past two years. This amount includes but is not limited to out-of-pocket expenses for software and equipment for Stimcore; office rent, employee compensation and overhead; research regarding sleep-related breathing disorders and sleep apnea; doctor collaboration and institutional review board work; continuing education; product design and medical-device manufacturing. Stimcore will be repaying Doctor Bittner a draw of up to $30,000 a month beginning with the first money received on this offering until the entire amount is repaid. No interest will be paid.

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11.MANAGEMENT Board of Directors: Howard Leonhardt Tom Newman Dr. Blair Bittner Dr. Leslie Miller, Cardiologist Dr. Nathan Eberle, M.D., D.D.S. Dr. Jorge Genovese, M.D., Ph.D. Larry Stevens, FDA consultant Dr. Sanjay Deepak Bhojraj, Cardiologist Dr. Patrick Keith Griffith, M.D., FACS, MBA, Cardiovascular & Thoracic Surgeon & Principal Investigator J. Peter McBride, Strategic Health Care Advisor Officers: President

Howard Leonhardt

Chief Financial Officer

Tom Newman

Corporate Secretary

Tom Newman

Chief Scientific Officer

Dr. Blair Bittner

Chief Medical Officer

Dr. Leslie Miller

Chief Forensic Investigator

Patrick Keith Griffith, M.D.

Vice President of Product and Business Development

Tom Newman

Howard Leonhardt, President of Stimcore, Inc. – CEO of Leonhardt Ventures and an inventor with over 21 issued U.S. patents and dozens more pending . In the 1980s he developed PolyCath, a cardiovascular balloon catheter sold to Nippon Zeon Co. In the 1990s he developed the first commercially successful stent graft for repairing aortic aneurysms, TALENT; the first stem cell delivery catheter, PROCELL; and the first percutaneous heart valve, STENTVALVE. All were sold to Medtronic Ave. In 1999 he founded the first firm dedicated to muscle stem-cell-based repair of hearts and led a team that completed the historic first non-surgical stem-cell repair of a human heart in 2001. This led to a 2008 IPO on NASDAQ for Bioheart, Inc. That same year Howard Leonhardt moved to California and founded Leonhardt Ventures to focus on applying bioelectrics and biologics to organ regeneration and recovery.

Dr. Blair Bittner • Graduate of University of the Pacific Arthur A. Dugoni School of Dentistry, one of the most prestigious dental schools in the world. (She is the fifth member of her family to graduate from there.)

• Graduate of LVI, the top CE-based dental system in the U.S. She studied full mouth reconstruction, neuromuscular, myofunctional and aesthetic dentistry. This extensive and 18

ongoing training and a post- dental degree allowed her to study under and maintain relationships with some of the most elite minds in dentistry.

• Founder Exceptional Professionals.

• First dentist to work for Align Technology; Invisalign Innovator Award recipient; launched certification program to the general dentist population and supported product “roll out.”

• Developed the healthcare vertical of Drop Thought, an instantaneous patient feedback system, developed by a Stanford think tank.

• One of 10 doctors/dentists worldwide chosen to be a part of the San-Diego-based Resmed clinical team, as a specialist in sleep.

• Fotona Laser Company speaker and consultant.

• Clinical Advisor and inventor for Cal-X-Stars Dental Division.

• Co-founder of The Children’s Dental Healthcare League. (Kids in the Klinic.)

• American College of Integrative Medicine and Dentistry, Naturopathic Doctorate Continuum.

• Co-founder Stimcore.

Tom Newman Tom has been in the medical/dental industry for over 30 years. Tom was a highly successful distributor for two major medical device companies with operations in the Southwest and Hawaii. Tom developed an innovative process for warehousing and then delivery of products to hospitals, making them available for patient surgeries. Tom was also responsible for the development of sales teams from the hiring process through sales training and ultimately territory development.

Tom also started a Pharmacogenetic diagnostic testing lab in Florida, which helped save people’s lives by providing guidance to doctors as they recommend life-sustaining medications based on a patient’s genetic predisposition to allowing the proposed drug to work in their system. Tom hired a nationwide independent sales team to call on doctor’s offices for doctor/staff education and further develop sales thru increased utilization.

Tom also has been busy in business development in the dental industry over the last 6 years. He developed the DentalCell Accelerator, which uses specific intellectual properties that solves a spectrum of dental problems that ultimately affect the systemic health of every patient. Tom has also developed a number of products that are in various stages of being secured by U.S. patents; many of them are being used in the DentaCell companies.

Larry Stevens – Key Advisor to Stimcore – Larry spent over 20 years with the FDA approving medical companies’ products they desire to bring to market. This expertise provided significant guidance for developing products that ultimately will need to get through the FDA system for market approval. Larry now guides medical and dental companies with that same highly developed advice, making strategic moves to expedite the approval process.

Jeff Donofrio – Key Advisor to Stimcore - Executive Vice President of Cardiovascular Corporate Development and President Second Heart Assist, Inc. Jeff Donofrio has 25 years of medical-device industry experience and has served as a senior consultant for several cardiovascular companies. These include WL Gore &Associates, Edwards Lifesciences and CardiacAssist, Inc. Jeff was the co-founder of Big Sky Medical, Inc. which was built and successfully sold to a larger company. He has experience in building both direct sales forces and distribution networks.

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Ken Evans – A key advisor to Stimcore, Ken has worked in the medical-device industry for over 40 years and provides expert insights to navigating new product introductions and product development. He has significant experience with patient studies and brings a wealth of experience regarding company and product acquisition.

Dr. Leslie Miller, M.D. Another key advisor to Stimcore, Dr. Miller is one of the top cardiologists in the U.S. with significant experience in heart failure. He offers significant experience and knowledge regarding OSA and its effect on the heart. Dr. Miller also has been a part of many patient studies and is well respected in the world of cardiology. Dr. Miller is instrumental in guiding companies through patient trials from a medical perspective.

Patrick Keith Griffith, M.D., FACS, MBA – Cardiovascular and Thoracic Surgeon – Chief Forensic Investigator overseeing clinical trials, and consultant. Patrick K. Griffith, MD, is an important medical director of the Adventist Heart & Vascular Institute team. Dr. Griffith has more than 25 years of surgical experience with more than 4,000 operations and is board-certified in thoracic surgery. He is a member of the Society of Thoracic Surgeons with several years of research at the National Institutes of Health - NHLBI. He is also on the Dean’s Advisory Board for UCI School of Business and on the Board for UCI Beall Applied Innovations.

Sanjay D. Bhojraj, M.D., cardiology and interventional cardiology; Providence Hospital, Mission Vallejo – clinical trials consultant. Dr. Bhojraj is a highly trained cardiologist with Mission Heritage Medical Group. Prior to joining Mission Heritage Medical Group, Dr. Bhojraj served as an assistant professor of medicine with the Loma Linda University School of Medicine, where he was both the director of the cardiac catheterization laboratory and the medical director of the peripheral vascular laboratory.

Peter McBride. Peter McBride has more than 40 years of experience in raising capital, healthcare feasibility assessment, business development, management, marketing, technology consulting and clinical operations. He is a faculty professor at Loma Linda University. He is the Founder & CEO of Cardiovascular Resource Solutions. Among other things, he worked for GE Healthcare as a business analyst. He has been an executive advisor for healthcare investment strategies for Cavendish Impact Capital LLC, director of education and technology for Medi+Sphere Development Inc., executive consultant for Charles Franc and Associates Inc., was in charge of cardiovascular/electrophysiology business development for Springboard Healthcare Inc., and was Senior Vice President of NueMed Enterprise Inc.

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12.INVESTOR SUITABILITY REQUIREMENTS 12.1.General Requirements Investment in the Securities is highly speculative, involves significant risks and is suitable only for persons of adequate financial means who have no need for liquidity with respect to this investment and who can bear the economic risk of a complete loss of their investment. This offering is made in reliance on exemptions from the registration requirements of the Securities Act and applicable state securities laws or regulations of other appropriate jurisdictions.

The suitability standards discussed below represent minimum suitability standards for prospective investors. The satisfaction of such standards by a prospective investor does not necessarily mean that the Securities are a suitable investment for such prospective investor.

Prospective investors are encouraged to consult their personal financial advisors to determine whether an in-vestment in the Securities is appropriate.

The Company may reject subscriptions, in whole or in part, in its absolute discretion. All Subscription Agreements will be reviewed by the Company and subscriptions will not be accepted from prospective investors whom the Company has reason to believe may not meet the requirements described in the Subscription Agreement.

Each investor will be required to make certain representations and warranties to the Company and to agree to indemnify, hold harmless and pay all fees and expenses that are incurred by, and all judgments and claims made against the Company, its affiliates and counsel, for any liability that is incurred as a result of any misrepresentation made or breach of any warranty of such prospective investor. The attention of each prospective investor is directed to the Subscription Agreement which is attached for a complete description of those warranties and representations that each prospective investor will be required to make.

This offering is probably not a suitable investment for tax qualified plans (such as IRAs, Keogh plans and profit-sharing plans), unless such plans are willing to be subject to tax on unrelated business taxable income. Fiduciaries of tax qualified plans, in consultation with their tax and legal advisors, should carefully consider whether an investment in the Securities is consistent with their fiduciary responsibilities, particularly the responsibilities outlined in Part 4 of the Title I of ERISA. QUALIFIED PLANS ARE URGED TO CONSULT WITH THEIR LEGAL, FINANCIAL AND TAX ADVISERS BEFORE INVESTING IN THE SECURITIES. The Securities will be sold only to investors who are residents of the State of California who represent in writing that they meet the investor suitability requirements set forth below. The Company may reduce the minimum investment on a case-by-case basis.

The Company may accept up to 35 investors (spouses count as one person) who are referred to as non-accredited or “counted” investors. Each such investor must meet the “Non-Accredited Investor - Company Suitability Requirements” stated below. The Company may also accept an unlimited number of investors who are “accredited investors” as defined by federal law.

Investors in this category will not be included among the 35 counted investors.

The Company will require each investor to represent in writing, among other things, that: 21

(1) The investor is acquiring the Securities for his/her/its own account, for investment only and not with a view toward the resale, transfer or distribution of the Securities; (2) The investor has been afforded adequate opportunity to obtain any information the investor has deemed advisable in order to make an informed decision relating to the purchase of the Securities and, by reason of the investor’s business or financial experience – of that of the investor’s professional advisor(s), who may not be affiliated with or compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly -- the investor is capable of evaluating the merits and risks of an investment in the Securities and of protecting his/ her/its own interests in connection with the transaction; (3) The investor is aware that the Securities have not been registered under the Federal Securities Act of 1933, in reliance upon an exemption provided by Section 3(a)(11) of the Securities Act of 1933 (15 U.S.C. §77c(a)(11)), as amended, and SEC Rule 147 (17 CFR §230.147) and by Section 25102(f) of the California Corporations Code, and that transfer of the Securities is restricted by the Securities Act, applicable California securities law, and the absence of a market for the Interests.

(4) The investor can bear the economic risk of losing his/her/its entire investment; (5) The investor’s overall commitment to investments that are not readily marketable is not disproportionate to the investor’s net worth and the investment in the Company will not cause the investor’s overall commitment to become excessive; (6) The investor has adequate means of providing for the investor’s current needs and contingencies and has no need for liquidity of the investment in the Company.

12.2.Non-Accredited Investor Suitability Requirements Every non-accredited investor must fall within the following Company requirements, and if investing through an IRA or other retirement plan, he or she must meet these requirements in order for the retirement plan to make an investment in the Securities: A non-accredited investor must represent that he or she meets one or both of the following requirements. The investor must have either: 1. A preexisting personal or business relationship with the Company or one or more of its Managing Members of a nature and duration such as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of the person with whom such a relationship exists; OR 2. By reason of substantial business or financial experience – or that of the investor’s professional advisors (who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly) – the capacity to protect the investor’s interests in connection with the transaction.

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12.3.Accredited Investor Suitability Requirements Every accredited investor must represent that he/she/it meets one of the following requirements: (i) The investor is a natural person who has an individual income of at least $200,000.00 over the past two years which is expected to continue in the current year, or a joint income, with his or her spouse, of at least $300,000.00 over the past two years which is expected to continue in the current year, or the investor has an individual net worth (or joint net worth with the investor’s spouse) exceeding one million dollars ($1,000,000.00) which may include home equity: OR (ii) The investor is any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; OR (iii) The investor is any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; OR (iv) A director, executive officer or general partner of the Company; OR (v) A corporation, partnership, business trust or charitable organization with assets in excess of $5 million that was not formed to acquire securities offered by the Company; OR. (vi) An entity in which all the equity owners are accredited investors; OR (vii) A trust with assets of at least $5 million, not formed to acquire securities offered by the Company, and whose purchases are directed by a sophisticated person who, either alone or with his/her independent purchaser representative, has such knowledge and experience in financial and business matters that he/she is 23

capable of evaluating the merits and risks of a prospective investment.

Modification of Investor Suitability Standards The above suitability requirements represent minimum suitability requirements for investors. Accordingly, the satisfaction of applicable requirements by an investor will not necessarily mean that the Securities represent a suitable investment for the investor.

Furthermore, although the Company may modify these requirements at its discretion, any such modification shall only increase (not decrease) the suitability requirements for investors.

The representations concerning suitability made by a prospective investor may be subject to confirmation by the Company at the sole discretion of the Company, to determine his or her suitability. The Company will have the right to refuse a subscription for the Securities if, in its discretion, it believes that an investor does not meet the applicable suitability requirements or the Securities otherwise constitute an unsuitable investment for the investor, or the sale of the Securities may otherwise jeopardize this offering as a whole.

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13.SUBSCRIBING Before subscribing to invest in the Securities, it is crucial for each potential Investor to carefully read the portions of this Memorandum describing the risk factors and the restrictions discussing resale and providing warnings.

13.1.How to Subscribe Subscribers must: (a) complete, date, sign and deliver to the Company the Investor Questionnaire, which is Exhibit C, the Subscription Agreement, which is Exhibit D, and (b) deliver to the Company the purchase price payable by certified or cashier’s checks, wire transfers or other immediately available funds to the following account and (c) deliver to the Company any other executed instruments as the Company may deem necessary or desirable.

If a subscriber’s subscription is rejected by the Company, the Company will promptly return the subscriber’s funds, without interest on such funds. If a subscriber’s subscription is accepted and all closing conditions appearing in this document and in the Subscription Agreement are met or waived by the Company, the Company will send a communication of acceptance to subscriber.

The risk of delivery of all documents and payments is borne by the investor, not the Company. If the mail is used, it is recommended that insured, registered mail be used and that a sufficient number of days be allowed to ensure delivery to the Company before any applicable expiration date.

13.2.Right to Reject Any Potential Investor THE COMPANY RESERVES THE RIGHT TO ACCEPT OR REJECT SOME OR ALL OF ANY SUBSCRIPTION WITHOUT EXCEPTION FOR ANY REASON OR NO REASON AT ALL. 13.3.Interpretation; Termination of Offering All questions as to the validity, form, eligibility, including time of receipt, and acceptance of any subscription will be determined by the Company, in its sole discretion, which determination shall be final and binding. The Company reserves the absolute right to reject any subscription if it is not in proper form or if its acceptance or the issuance of Securities pursuant thereto could be deemed unlawful. The Company also reserves the right to waive any defect with regard to any particular subscription. The Company shall not be under any duty to give notification of any defect or irregularity in a subscription, nor shall it incur any liability for failure to give such notification. Subscriptions will not be deemed to have been made until any such defect or irregularity has been cured or waived within such time as the Company shall determine.

Subscriptions with defects or irregularities that have not been cured or waived will be returned to the ap-propriate investor as soon as possible.

The Company further reserves the right to close or not proceed with this offering at any time; however, in the absence of a material adverse change in its business, financial condition or results of operations, the Company expects to consummate this offering.

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13.4.No Revocation Once an investor has executed a Subscription Agreement and submitted funds for the Securities, and an acknowledgment of acceptance is sent, such subscription may not be revoked without the consent of the Company.

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14.RISK FACTORS The Securities offered hereby are speculative and involve a high degree of risk. You should carefully consider the risks and uncertainties described below before making an investment decision. The purchase of our common stock is suitable for persons or entities that can afford the risk of the loss of their entire investment. Our business, financial condition and operating results could be adversely affected by any of the following factors, and you could lose part or all of your investment. The risks and uncertainties described below are by no means exhaustive. Additional risks and uncertainties not currently known to us, or that we currently think are immaterial, may also impair our business, financial condition, and results of operations.

14.1.Risks related to the Offering No Liquidity of the Securities There is no established trading market for the Securities and there is no assurance that an active market for the Securities will ever develop. The Securities offered by this Memorandum are not being registered under the Securities Act or any state securities law, nor is it contemplated that the Securities will be so registered in the near future. The Securities may not be resold or otherwise transferred unless they are subsequently registered or an exemption from applicable registration requirements is available. The certificates evidencing the Securities will bear a legend indicating such transfer restrictions. Consequently, investors in this Offering may not be able to liquidate their investments. No assurances can be given that a holder of Securities will be able to sell such Securities in the future or that if the holder can sell the Securities that the sales price in any such transaction will be greater than or equal to the price paid for the Securities.

Although Stimcore, Inc. may attempt to conduct one or more private or public offerings of its securities in the future, the decision to proceed with any offering shall be made by Stimcore, Inc.’s Board of Directors in its sole discretion. Stimcore, Inc. has no obligation to conduct a public offering or otherwise take any steps that might assist in the qualification of Stimcore, Inc.’ securities as eligible for listing on any form of stock exchange or quotation service.

Transfer Restrictions In addition, restrictions imposed by applicable state and federal securities laws, there are substantial restrictions on the ability to transfer any of the Securities purchased under the Subscription Agreement that you must execute as part of this Offering. Therefore, the purchase of Securities in this Offering must be considered a long-term illiquid investment acceptable only to investors who can afford to accept and bear the substantial risks of the investment for an indefinite period of time.

No Participation in Management Shareholders have no right to participate in the management or conduct of the business affairs of the Company.

Arbitrary Determination of Offering Price The offering price per share has been determined by Management in its discretion after considering various factors, including estimates of the value of the Company’s intellectual property, the projected costs, expenses and risks associated with commercializing the Company’s future products, the experience of management, the Company’s operational and financial projections, and other matters. However, such determination is arguably in large part arbitrary 27

and/or speculative due to the difficulties of valuing a start-up company such as the Company.

Accordingly, the purchase price of the shares should not be considered an indication of the potential resale value of the shares.

Cash Distributions Unlikely All cash dividends and other distributions to shareholders by the Company are in the sole discretion of the Board of Directors of the Company and are contingent upon the success and profitability of the Company.

Dilution Of Your Investment Stimcore, Inc. may issue additional shares of its securities, which could result in a dilution of your investment (i.e., the percentage of the outstanding Securities owned by you could be reduced, and the additional Securities could be issued for value less than the price per share paid by you in the Offering). Additional Securities may also be issued in connection with other types of transactions, including securities issued as part of the purchase price for acquisitions of assets or other companies from time to time, or as incentives to management or other providers of resources to Stimcore, Inc. Tax Considerations In evaluating your purchase of the Securities as an investment, you should consider the tax risks, including, without limitation, tax liability resulting from the sale or other disposition of the Securities a portion of which may be taxed at ordinary income rates, tax liability resulting from the receipt of dividends and possible adverse changes in the tax laws and their interpretation. All investors should understand that the tax consequences of an investment in the Securities are subject to change. In addition to federal income taxes, as a holder of the Securities you will likely be subject to other taxes, if applicable, such as state and local income tax, and estate, inheritance or intangible taxes that are imposed by the various jurisdictions in which you reside.

Additionally, there may be significant estate and gift tax consequences arising from an investment or transfer of the Securities. Furthermore, it is your responsibility to file all United States federal, state and local tax returns that may be required to be filed by you.

14.2.Risks Related to the Company’s Business Stimcore, Inc. Has Limited Resources and Continuing Losses Stimcore, Inc. has limited capitalization, no earnings and limited assets. Stimcore, Inc. operations are subject to all risks inherent with early-stage investment companies. The likelihood of the success of Stimcore, Inc. must be considered in light of the problems, expenses, difficulties and delays frequently encountered with such companies, and the competitive environment of the industry in which it will compete. Stimcore, Inc. has incurred losses since inception and will continue to incur losses until it generates sufficient revenues from future products to become profitable, if ever. No assurance can be given that Stimcore, Inc. will successfully implement any of its plans in a timely or effective manner or whether Stimcore, Inc. will ever be able to generate revenues or operate profitably.

Stimcore, Inc. Has Yet To Generate Any Meaningful Revenues or Profits Stimcore, Inc. has incurred losses since inception and, to date, has not generated any material revenues from product sales. If Stimcore, Inc. is unable to successfully develop, manufacture and 28

commercialize its products, Stimcore, Inc. may never achieve profitability. Even if Stimcore, Inc. does achieve profitability, it may not be sustainable.

Stimcore, Inc. Will Need Additional Funds to Continue Its Operations In The Future The cash proceeds derived from this Offering may not be adequate to satisfy Stimcore, Inc. anticipated capital needs even if the maximum number of shares are sold as a part of this Offering. In addition to this offering and the following $5 million qualification by permit offering, Stimcore, Inc. may need to obtain substantial additional financing to develop Stimcore, Inc.’s products and to sustain its business operations.

If necessary, Stimcore, Inc. will seek any additional capital needed to fund its operations through whatever sources may be feasible at that time, including public or private equity or debt financings or loans or other financing sources. However, additional financing may not be available on acceptable terms or at all. Any inability to obtain additional financing could adversely affect Stimcore’s business, financial condition, results of operations, and could even prevent Stimcore, Inc. from continuing its business at all.

Stimcore, Inc. May Not Be Able To Attract And Retain Key Personnel; Reliance on Stimcore, Inc. Executive Team Stimcore, Inc. success depends on the key members of its scientific and management staff, including the Stimcore, Inc. executive team. The loss of one or more of these key members could substantially impede Stimcore, Inc. development objectives. Stimcore, Inc.’s future success could also depend on Stimcore, Inc.’s successful recruiting of additional qualified advisors and management, operations and scientific personnel.

Stimcore, Inc. Products May Never Be Successful In Bringing Products To Market There may be significant barriers to bringing Stimcore, Inc. products to market including but not limited to: Stimcore Products May Have Unacceptable Side Effects Stimcore, Inc. May Not Be Able To Successfully Manufacture Its Product Stimcore, Inc. may experience a variety of problems in manufacturing its products, including: (i) an inability to manufacture commercial quantities of its products on a cost-effective basis; (ii) non-compliance with Good Manufacturing Practices mandated by the FDA or by any foreign regulatory authority; (iii) manufacturing or quality control problems; or (iv) an inability to maintain the governmental licenses and approvals required to continue manufacturing its products. Any of these events could adversely affect our financial condition, profitability, and ability to develop and commercialize products on a timely and competitive basis.

Stimcore, Inc.’s Life-Sciences Products May Not Successfully Complete Clinical Trials Required For Commercialization There can be no assurance that Stimcore, Inc.’s life-sciences products will successfully complete the clinical trials necessary to receive regulatory approvals. The approval process is lengthy and expensive. To obtain regulatory approvals in the United States and certain other countries, Stimcore, Inc.’s products must demonstrate through pre-clinical studies and clinical trials that its products are safe and effective for use in at least one medical indication. Many companies in the industry have suffered significant setbacks in advanced clinical trials, despite promising results 29

in earlier trials. Clinical trials may not result in a marketable product, even if the trials have positive results. Numerous other factors may adversely affect clinical trials.

Stimcore, Inc. Companies May Not Be Able To Successfully Market And Sell its Products Stimcore’ s success will depend on the market acceptance of its products and services. The degree of market acceptance will depend upon a number of factors, including: (i) the receipt and scope of regulatory approvals; (ii) the establishment and demonstration in the medical community of the safety and effectiveness of Stimcore’s products and their potential advantages over other treatments; and (iii) reimbursement policies of government and healthcare payers.

Failure to achieve or maintain significant market acceptance would adversely affect Stimcore’s business, financial condition, and results of operations. Stimcore, Inc. cannot be sure that it will be able to successfully communicate the advantages of its products and services to consumers and physicians or that such products and services will be attractive to its target customers.

14.3.Risks Related To Patents And Proprietary Information Stimcore, Inc. business success will depend in part on its ability to: (i) obtain patent protection for its products; (ii) defend patents once obtained; (iii) maintain trade secrets and operate without infringing upon the patents and proprietary rights of third parties; and (iv) obtain appropriate licenses to patents, patent applications or other proprietary rights held by others with respect to Stimcore, Inc. technologies, both in the United States and in foreign countries.

Stimcore, Inc. Cannot Be Certain That It Will Have Adequate Patent Protection For Its Products.

There are competitors in the field who may attempt to prevent, limit or interfere with the Stimcore’s patent protection. These efforts may lead to competitive products introduced into the market, adversely affecting Stimcore’s ability to competitively market its products. Further, introduction of competitive products may instigate expensive and time-consuming litigation that could adversely affect the scope of Stimcore’s patent position, as well as business and financial conditions.

Competitors could seek competitive patents.

There can be no assurance that competitors, many of whom have substantial resources and have made substantial investments in competing technologies, will not seek to apply for and obtain patents that prevent, limit or interfere with Stimcore’s ability to make, use and sell its products either in the United States or in foreign markets. Competitors could bring legal actions against Stimcore, Inc. claiming damages and seeking to stop and potentially stopping clinical testing, manufacturing and marketing.

Stimcore, Inc. May Need To Initiate Lawsuits To Protect Or Enforce Its Patents And Other Intellectual Property Rights.

In order to protect or enforce our patent rights, Stimcore, Inc. may need to initiate patent litigation against third parties, such as infringement suits or interference proceedings. Litigation may be necessary to: assert claims of infringement; enforce Stimcore’s patents; protect Stimcore’s trade secrets or know-how or; determine the enforceability, scope and validity of the proprietary rights of others. Lawsuits could be expensive, take significant time and divert management's attention from other business concerns. Litigation would put patents at risk of being invalidated or interpreted narrowly and Stimcore’s patent applications at risk of not 30

issuing. Stimcore may not prevail in any of these suits and the damages or other remedies awarded, if any, may not be commercially valuable.

Stimcore, Inc. May Not Have Adequate Protection Against Product Liability Stimcore, Inc.’s business exposes it to potential product liability risks that are inherent in the testing, manufacture and sale of human healthcare products. Stimcore, Inc. may have limited amounts of liability insurance. Failure to sufficiently protect against product liability claims could prevent or delay the commercialization of Stimcore, Inc. products. In addition, a product recall could adversely affect Stimcore, Inc. business and financial conditions.

Stimcore, Inc. May Incur Substantial Cost Related To Its Use Of Hazardous Materials It could be decided that some Stimcore, Inc. products use materials that are determined to be hazardous materials in its research and development and business activities. Stimcore, Inc. is subject to federal, state and local laws and regulations governing the use, manufacture, storage, handling and disposal of hazardous materials. The risk of contamination or injury from Stimcore activities exists. For example, if an accident occurs, Stimcore, Inc. products could be responsible for any damages and the amount of the damages could exceed its resources. In addition, Stimcore may incur significant costs to comply with environmental laws and regulations in the future. Any of these events could adversely affect Stimcore’s business.

Government Regulation Most of the products being developed by Stimcore, Inc. products will require regulatory approval

by United States and foreign governmental agencies prior to commercialization. Human therapeutic products are subject to rigorous preclinical and clinical testing and other pre-market approval procedures administered by the FDA and similar authorities in foreign countries. The FDA exercises extensive regulatory authority over all facets of such products, from development to commercialization. Government agencies in foreign countries generally have similar authority, although the regulatory requirements in many countries can often be less burdensome than the United States. In some cases, local and state requirements also apply, which may include state pharmacy regulation. The Company may encounter difficulties or unanticipated costs in its efforts to secure necessary governmental approvals, which could delay or prevent the Company from marketing its products.

Testing and Clinical Trials Are Heavily Regulated Preclinical testing includes laboratory evaluation and requires animal studies to assess the product’s potential safety and efficacy. Animal safety studies must be conducted in accordance with the FDA’s Good Laboratory Practice regulations. The results of these studies must be submitted to, be reviewed and cleared by the regulating bodies before the proposed clinical testing can begin. Clinical trials must be conducted in accordance with Good Clinical Practices under protocols that detail the objectives of the trial, the parameters to be used to monitor safety and the efficacy criteria to be evaluated. In the United States, each clinical protocol must be submitted to the FDA as part of the new drug application. The FDA’s review or approval of a study protocol does not necessarily mean that a successful trial would constitute proof of efficacy or safety for product approval. Further, each clinical trial must be approved by and conducted under an independent institutional review board at the institution at which the trial will be conducted. The institutional review board will consider, among other things, ethical factors, the safety of human subjects and the possible liability of the institution. The institutional review board is also responsible for continuing oversight of the approved protocols in active trials. An 31

institutional review board may require changes in a protocol and there can be no assurance that an institutional review board will permit any given trial to be initiated or completed. Similar requirements are in place for conducting clinical studies in foreign countries. The FDA and foreign regulatory bodies receive reports on the progress of each phase of clinical testing, and they may require the modification, suspension or termination of clinical trials.

Many Products Will Require FDA Approval Approval must be obtained from regulatory bodies following completion of clinical trials in order to make a new product commercially available. Management expects that the many of the Stimcore, Inc. products will be regulated as biological products and will be subject to the drug provisions of the Federal Food, Drug, and Cosmetic Act. Current regulations relating to biologic drugs will require the Company to submit to the FDA a marketing application, which must be approved by the FDA before commercial marketing is permitted. The marketing application must include results of product development activities, preclinical studies and clinical trials, in addition to detailed manufacturing information. Similar requirements exist in foreign countries.

FDA approval of the marketing application generally takes at least one year but could take substantially longer. The FDA may also request additional data relating to safety and efficacy.

Even if this data is submitted, the FDA may ultimately decide that a marketing application does not satisfy its regulatory criteria for approval. The FDA may modify the scope of the desired claims or require the addition of warnings or other safety-related information. The FDA may also require additional clinical tests following approval based upon product safety data. Such products remain subject to continual review, and, possibly, to subsequent discovery of previously unknown problems. This may result in restrictions on marketing, or withdrawal of the product from the market, as well as possible civil or criminal sanctions. Though the regulatory timeline generally may be somewhat shorter, the aforementioned requirements are substantially similar in foreign markets. The FDA requires that product manufacturers comply with current Good Manufacturing Practices regulations as a condition for performing clinical studies and for product approval. In complying with current Good Manufacturing Practices requirements, manufacturers must expend resources on a continuing basis in production, record keeping and quality control. Manufacturing facilities are subject to periodic inspections by the FDA to ensure compliance. Failure to pass such inspections may result in suspension of manufacturing, seizure of the product, withdrawal of approval or other regulatory sanctions. The FDA may also require the manufacturer to recall a product.

Products Are Subject to Additional Regulation In addition to regulations enforced by the FDA, the Stimcore, Inc. products are also subject to regulation under the Occupational Safety and Health Act, the Environmental Protection Act, the Toxic Substances Control Act, the Resource Conservation and Recovery Act and other federal, state and local regulations. Stimcore, Inc.’s research and development activities may involve the controlled use of hazardous materials, chemicals, biological materials and radioactive compounds. Although management believes that its safety procedures for handling and disposing of such materials comply with the standards prescribed by local, state and federal laws and regulations, the risk of contamination or injury from these materials cannot be eliminated. In such an event, the Company could be held liable for any resulting damages, and any such liability could exceed its resources.

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Legal Proceedings The Company is not presently engaged in any litigation and is unaware of any threatened litigation. However, the biotechnology and medical device industries have been characterized by extensive litigation regarding patents and other intellectual property rights.

14.4.Risks Related to Specific Products With any given product it may be determined that the product: 1) could cause burns or scars; 2) may encourage abnormal tissue growth; or 3) may not be effective. If any such determinations occur, it could have a major negative impact on the Company’s growth, profits and success.

14.5.The Securities Have not Been Registered THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR ANY STATE REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY UPON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 14.6.This Information is Confidential THE INFORMATION CONTAINED IN THIS MEMORANDUM IS CONFIDENTIAL AND PROPRIETARY AND IS BEING SUBMITTED TO A LIMITED NUMBER OF INVESTORS SOLELY FOR SUCH INVESTORS’ CONFIDENTIAL USE WITH THE EXPRESS UNDERSTANDING THAT, WITHOUT THE PRIOR EXPRESS WRITTEN PERMISSION OF THE COMPANY, SUCH PERSONS WILL NOT RELEASE THIS DOCUMENT OR DISCUSS THE INFORMATION CONTAINED IN IT OR MAKE REPRODUCTIONS OF OR USE THIS MEMORANDUM FOR ANY PURPOSES OTHER THAN EVALUATING A POTENTIAL INVESTMENT IN THE SECURITIES. THE PERSON ACCEPTING THIS DOCUMENT, BY THAT ACCEPTANCE, AGREES TO RETURN THIS PRIVATE PLACEMENT MEMORANDUM AND ALL RELATED DOCUMENTS TO THE COMPANY IF HE OR SHE DOES NOT PURCHASE SECURITIES IN THE COMPANY. 14.7.Other Information is Not Authorized

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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION WITH RESPECT TO THE COMPANY OR THIS OFFERING EXCEPT SUCH INFORMATION AS IS CONTAINED IN THIS MEMORANDUM. ONLY INFORMATION OR REPRESENTATIONS CONTAINED IN THIS MEMORANDUM MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. THE INFORMATION IN THIS MEMORANDUM SUPERSEDES AND REPLACES IN ITS ENTIRETY ANY INFORMATION PREVIOUSLY DISTRIBUTED TO, PROVIDED TO, OR VIEWED BY ANY INVESTOR. NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO MAKE OTHER REPRESENTATIONS OR TO GIVE ANY OTHER INFORMATION WITH RESPECT TO THE OFFERING. IF ANY SUCH INFORMATION OR REPRESENTATION IS GIVEN OR MADE, IT MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ITS MANAGEMENT. 14.8.Federal Income Tax Consequences The Company has not sought or received any opinion of counsel or ruling from the Internal Revenue Service with respect to the income tax consequences of this offering. Potential investors should consult their tax advisors regarding specific questions as to federal, state or local taxes.

14.9.No Legal, Accounting, Tax or Investment Advice THIS MEMORANDUM IS INTENDED TO PROVIDE PROSPECTIVE INVESTORS WITH INFORMATION NECESSARY FOR AN INFORMED INVESTMENT DECISION. HOWEVER, NOTHING CONTAINED HERE IS INTENDED AS LEGAL, ACCOUNTING, TAX OR INVESTMENT ADVICE, AND IT SHOULD NOT BE TAKEN AS SUCH. AN INVESTOR MUST RELY ON HIS OR HER OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS PRIVATE PLACEMENT MEMORANDUM (OR ANY PRIOR OR SUBSEQUENT COMMUNICATION FROM THE COMPANY, ITS AFFILIATES AND THEIR EMPLOYEES OR ANY PROFESSIONAL ASSOCIATED WITH THIS OFFERING) AS LEGAL, ACCOUNTING, TAX OR INVESTMENT ADVICE. EACH INVESTOR SHOULD CONSULT HIS OR HER OWN PERSONAL LEGAL COUNSEL, ACCOUNTANT AND OTHER ADVISORS AS TO THE LEGAL, ACCOUNTING, TAX, ECONOMIC AND RELATED MATTERS CONCERNING THE INVESTMENT AND ITS SUITABILITY FOR HIM OR HER OR IT. AN INVESTOR MUST BE WILLING, AND HAVE THE FINANCIAL CAPACITY TO PURCHASE, A HIGH-RISK INVESTMENT WHICH CANNOT EASILY BE LIQUIDATED. THE LEGALITY OF THE SECURITIES BEING OFFERED HAS NOT BEEN PASSED UPON

BY ANY COUNSEL TO THE COMPANY AND NO REPRESENTATION OF ANY SUCH OPINION IS MADE. NO COUNSEL TO THE COMPANY HAS VERIFIED OR INVESTIGATED ANY OF THE STATEMENTS OR REPRESENTATIONS MADE IN THIS PRIVATE PLACEMENT MEMORANDUM OR ANY OF ITS ATTACHMENTS. INVESTORS SEEKING LEGAL ADVICE SHOULD RETAIN THEIR OWN LEGAL COUNSEL AND 34

CONDUCT ANY DUE DILIGENCE THEY DEEM APPROPRIATE TO VERIFY THE ACCURACY OF THE REPRESENTATIONS OR INFORMATION SET FORTH IN THIS MEMORANDUM. POTENTIAL INVESTORS ACKNOWLEDGE THAT ANY LEGAL COUNSEL FOR THE COMPANY IS LEGAL COUNSEL SOLELY FOR THE COMPANY REGARDING THIS INVESTMENT AND NOT FOR POTENTIAL INVESTORS, AND THAT AN Y ACCOUNTANT FOR THE COMPANY IS A N ACCOUNTANT SOLELY FOR THE COMPANY AND NOT FOR POTENTIAL INVESTORS. 14.10.Withdrawal, Cancellation, or Modification THIS OFFERING IS MADE SUBJECT TO WITHDRAWAL, CANCELLATION OR MODIFICATION BY THE COMPANY WITHOUT NOTICE. OFFERS TO PURCHASE THESE SECURITIES MAY BE REJECTED IN WHOLE OR IN PART BY THE COMPANY AND NEED NOT BE ACCEPTED IN THE ORDER RECEIVED. THE COMPANY RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF THE SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. THE COMPANY SHALL HAVE NO LIABILITY WHATSOEVER TO ANY OFFEREE AND/OR INVESTOR IN THE EVENT THAT ANY OF THE FOREGOING SHALL OCCUR. 14.11.Foreign Law IT IS THE RESPONSIBILITY OF ANY INVESTOR PURCHASING SECURITIES TO SATISFY HIMSELF OR HERSELF AS TO FULL OBSERVANCE OF THE LAWS OF ANY RELEVANT TERRITORY OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY SUCH PURCHASE, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER APPLICABLE REQUIREMENTS. 14.12.Integration THIS MEMORANDUM SUPERSEDES ALL OTHER INFORMATION THAT MAY HAVE BEEN PROVIDED TO PROSPECTIVE INVESTORS. IN THE EVENT OF CONFLICT BETWEEN THIS MEMORANDUM AND ANY SUCH OTHER INFORMATION, THIS MEMORANDUM SHALL CONTROL. THE STATEMENTS IN THIS PRIVATE PLACEMENT MEMORANDUM ARE MADE AS OF THE EFFECTIVE DATE UNLESS OTHERWISE SPECIFIED. 14.13.Limitation on Offering

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THIS MEMORANDUM IS NOT AN OFFER TO SELL NOR A SOLICITATION OR AN OFFER TO BUY, NOR SHALL ANY SECURITIES BE OFFERED OR SOLD, TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, PURCHASE OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH JURISDICTION OR BE UNLAWFUL PRIOR TO REGISTERING THE COMPANY OR ITS MANAGEMENT AS BROKERS FOR THE OFFERING. 14.14.Restrictions on Transferability THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY ARE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 14.15.Additional Cautions and Restrictions THE SUBSCRIPTION AGREEMENT THAT EACH INVESTOR MUST SIGN (ATTACHED AS EXHIBIT D) ADDRESSES ADDITIONAL CAUTIONS AND RESTRICTIONS THAT ARE INCORPORATED BY THIS REFERENCE.

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Exhibit A: Articles of Incorporation

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Exhibit B: Bylaws

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BYLAWS OF STIMCORE, INC., A CALIFORNIA CORPORATION

ARTICLE I OFFICES Section 1. Principal Executive or Business Offices. The board of directors will fix the location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is located outside California and the corporation has one or more business offices in California, the board will fix and designate a principal business office in California.

Section 2. Other Offices. Branch or subordinate offices may be established at any time and at any place by the board of directors.

ARTICLE II MEETINGS OF SHAREHOLDERS Section 1. Place and Conduct of Meetings. Meetings of shareholders will be held at any place within or outside the State of California designated by the board of directors. In the absence of a designation by the board, shareholders’ meetings will be held at the corporation’s principal executive office. If authorized by the board of directors (in its sole discretion) and subject to the consent requirement in California Corporations Code section 20 and any guidelines and procedures adopted by the board of directors, shareholders not physically present in person or by proxy at a meeting of shareholders may, by electronic transmission by and to the corporation or by electronic video screen communication, participate in a meeting of shareholders, be deemed present in person or by proxy, and vote, whether the meeting is to be held at a designated place or in whole or in part by means of electronic transmission by and to the corporation or by electronic video screen communication.

A meeting of shareholders may be conducted, in whole or in part, by electronic transmission by and to the corporation or by electronic video screen communication if: (a) The corporation implements reasonable measures to provide shareholders (in person or by proxy) a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting concurrently with those proceedings; and

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(b) The corporation maintains a record of the vote or action and any shareholder votes or other shareholder action is taken at the meeting by means of electronic transmission to the corporation or electronic video screen communication.

Any request by the corporation to a shareholder under California Corporations Code section 20 for consent to conduct a meeting of shareholders by electronic transmission must include a notice that (i) the recipient may have the record provided or made available on paper or in nonelectronic form, (ii) that such consent applies to all communications from the corporation, and (iii) that the recipient may withdraw consent at any time upon notice to the corporation.

Section 2. Annual Meeting. The annual meeting of shareholders will be held each year on a date and at a time designated by the board of directors. The date so designated will be within four months after the end of the corporation’s fiscal year, and within fifteen months after the last annual meeting. At each annual meeting, directors will be elected and any other proper business within the power of the shareholders may be transacted.

Section 3. Special Meeting. A special meeting of the shareholders may be called at any time by the board of directors, by the chairman of the board, by the president or vice president, or by one or more shareholders holding shares that in the aggregate are entitled to cast 10 percent or more of the votes at that meeting.

If a special meeting is called by anyone other than the board of directors, the person or persons calling the meeting will make a request in writing, delivered personally or sent by registered mail, or by electronic transmission to the corporation, to the chair of the board or the president, vice president, or secretary, specifying the time and date of the meeting (which is not less than 35 nor more than 60 days after receipt of the request) and the general nature of the business proposed to be transacted. Within 20 days after receipt, the officer receiving the request will cause notice to be given to the shareholders entitled to vote, in accordance with the provisions of sections 4 and 5 of this Article II, stating that a meeting will be held at the time requested by the person(s) calling the meeting, and stating the general nature of the business proposed to be transacted. If notice is not given within 20 days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing in this paragraph will be construed as limiting, fixing, or affecting the time when a meeting of shareholders called by action of the board may be held.

Section 4. Notice of Shareholders’ Meetings. All notices of meetings of shareholders will be sent or otherwise given in accordance with section 5 of this Article II not fewer than 10 nor more than 60 days before the date of the meeting. Shareholders entitled to notice will be determined in accordance with section 11 of this Article II. The notice will specify the place, date, and hour of the meeting, and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters that the board of directors, at the time of giving the notice, intends to present for action by the shareholders. If directors are to 42

be elected, the notice will include the names of all nominees whom the board intends, at the time the notice, to present for election.

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If the meeting is to be held in whole or in part by electronic transmission, the notice shall state the means of electronic transmission by and to the corporation or electronic video screen communication, if any, by which shareholders may participate in that meeting.

The notice will also state the general nature of any proposed action to be taken at the meeting to approve any of the following matters: (i) a transaction in which a director has a financial interest, within the meaning of California Corporations Code section 310; (ii) an amendment of the articles of incorporation under Corporations Code section 902; (iii) a conversion under Corporations Code section 1152; (iv) a reorganization under Corporations Code section 1201; (v) a voluntary dissolution under Corporations Code section 1900; or (vi) a distribution in dissolution that requires approval of the outstanding shares under Corporations Code section 2007.

Section 5. Manner of Giving Notice; Affidavit of Notice. Notice of any shareholders’ meeting will be given either personally or by first-class mail or other written communication (including electronic transmission by the corporation), charges prepaid, addressed to the shareholder at the physical or electronic address appearing on the corporation’s books or given by the shareholder to the corporation for purposes of notice. If no address appears on the corporation’s books or has been given as specified above, notice will be either (1) sent by first-class mail addressed to the shareholder at the corporation’s principal executive office, or (2) published at least once in a newspaper of general circulation in the county where the corporation’s principal executive office is located. Notice is deemed to have been given at the time when delivered personally or deposited in the mall or sent by other means of written communication.

If any notice or report mailed to a shareholder at the address appearing on the corporation’s books is returned marked to indicate that the United States Postal Service is unable to deliver the document to the shareholder at that address, all future notices or reports will be deemed to have been duly given without further mailing if the corporation holds the document available for the shareholder on written demand at the corporation’s principal executive office for a period of one year after the date the notice or report was given to all other shareholders.

Notice shall not be given by electronic transmission by the corporation after either of the following: (1) The corporation is unable to deliver two consecutive notices to the shareholder by that means, or (2) the inability to so deliver such notices to the shareholder becomes known to the secretary, any assistant secretary, the transfer agent, or other person responsible for the giving of the notice.

A record of the mailing, or other authorized means of transmitting, of any notice of shareholders’ meeting, report, or other document sent to shareholders, may be executed by the corporation’s secretary, assistant secretary, or transfer agent and, if executed, will be filed and maintained in the minute book of the corporation.

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Section 6. Quorum. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of the shareholders will constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present.

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may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave fewer than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum, unless the General Corporation Law requires the vote of a greater number of shareholders or a vote by classes.

Section 7. Adjourned Meeting; Notice. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in section 6 of this Article II. When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice of the adjourned meeting need not be given if the time and place (or the means of electronic transmission by and to the corporation or electronic video screen communication, if any, by which shareholders may participate) are announced at the meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than 45 days after the date set for the original meeting, in which case the board of directors will set a new record date. Notice of any such adjourned meeting, if required, will be given to each shareholder of record entitled to vote at the adjourned meeting, in accordance with sections 4 and 5 of this Article II. At any adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.

Section 8. Voting. The shareholders entitled to vote at any meeting of shareholders will be determined in accordance with section 11 of this Article II, subject to the provisions of California Corporations Code sections 702-704 relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership. The shareholders’ vote may be by voice vote or by ballot, provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than the election of directors, any shareholder may vote part of the shares the shareholder is to vote in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the shareholder fails to specify the number of shares that the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorum is present (or if a quorum has been present earlier at the meeting but some shareholders have withdrawn), the affirmative vote of a majority of the shares represented and voting, provided such shares voting affirmatively also comprise a majority of the number of shares required for a quorum, will constitute an act of the shareholders unless the vote of a greater number or a vote by classes is required by law or by the articles of incorporation.

At a shareholders’ meeting at which directors are to be elected, no shareholder will be entitled to cumulate votes (i.e., cast for any candidate a number of votes greater than the number of votes which that shareholder normally would be entitled to cast), unless the candidates’ names have been placed in nomination before commencement of the voting and a shareholder has given notice at the meeting, before the voting has begun, of the shareholder’s intention to cumulate votes. If any shareholder has given such a notice, then all shareholders entitled to vote may cumulate their votes for candidates in nomination. Thus, each such shareholder may give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder’s shares are normally entitled, or may distribute the shareholder’s votes on the same principle among any or all of the candidates. The candidates receiving the 46

highest number of votes, up to the number of positions to be filled, will be elected.

Section 9. Waiver of Notice or Consent by Absent Shareholders. The transactions of any meeting of shareholders, either annual or special, however called and noticed and wherever held, will be as valid as though they were had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if each person entitled to vote who was not present in person or by proxy, either before or after the meeting, signs a written waiver of notice or a consent to holding the meeting or an approval of the minutes of the meeting. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of the shareholders, except that, if action is taken or proposed to be taken for approval of any of those matters specified in the California Corporations Code section 601(f) [i.e.; (i) a transaction in which a director has a financial interest, within the meaning of Corporations Code section 310; (ii) an amendment of the articles of incorporation under Corporations Code section 902; (iii) a conversion under Corporations Code section 1152; (iv) a reorganization under Corporations Code section 1201; (v) a voluntary dissolution under Corporations Code section 1900; or (vi) a distribution in dissolution that requires approval of the outstanding shares under Corporations Code section 2007], the waiver of notice or consent is required to state the general nature of the action or proposed action. All waivers, consents, and approvals will be filed with the corporate records or made a part of the minutes of the meeting.

A shareholder’s attendance at a meeting also constitutes a waiver of notice of that meeting, unless the shareholder at the beginning of the meeting objects to the transaction of any business on the ground that the meeting was not lawfully called or convened. In addition, attendance at a meeting does not constitute a waiver of any right to object to consideration of matters required by law to be included in the notice of the meeting which were not so included, if that objection is expressly made at the meeting.

Section 10. Shareholder Action by Written Consent Without a Meeting. Any action that could be taken at an annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted.

Notwithstanding the above, directors may be elected by written consent of the shareholders without a meeting only if the written consents of all outstanding shares entitled to vote are obtained, except that vacancies on the board (other than vacancies created by removal) not filled by the board may be filled by the written consent of the holders of a majority of the outstanding shares entitled to vote.

All consents will be filed with the secretary of the corporation and will be maintained in the corporate records.

Any shareholder or other authorized person who has given a written consent may revoke it by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

Unless the consents of all shareholders entitled to vote have been solicited in writing, prompt notice will be given of any corporate action approved by shareholders without a meeting by less than unanimous consent, to those shareholders entitled to vote who have not consented in writing. As to approvals required by California Corporations Code section 310 (transactions in which a director has a financial interest), section 317 47

(indemnification of corporate agents), section 1152 (conversion), section 1201 (corporate reorganization), or section 2007 (certain distributions on dissolution), notice of the approval will be given at least ten days before the consummation of any action authorized by the approval. Notice will be given in the manner specified in section 5 of this Article II. Section 11. Record Date For Shareholder Notice of Meeting, Voting, and Giving Consents. (a) For purposes of determining the shareholders entitled to receive notice of and vote at a shareholders’ meeting or give written consent to corporate action without a meeting, the board may fix in advance a record date that is not more than 60 nor less than 10 days before the date of a shareholders’ meeting, or not more than 60 days before any other action. (b)

If no record date is fixed:

(i) The record date for determining shareholders entitled to receive notice of and vote at a shareholders’ meeting will be the business day next preceding the day on which notice is given, or, if notice is waived as provided in section 9 of this Article II, the business day next preceding the day on which the meeting is held. (ii) The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, if no prior action has been taken by the board, will be the day on which the first written consent is given. (iii) The record date for determining shareholders for any other purpose will be as set forth in section 1 of Article VIII of these bylaws. (c) A determination of shareholders of record entitled to receive notice of and vote at a shareholders’ meeting will apply to any adjournment of the meeting unless the board fixes a new record date for the adjourned meeting. However, the board will fix a new record date if the adjournment is to a date more than 45 days after the date set for the original meeting. (d) Only shareholders of record on the corporation’s books at the close of business on the record date will be entitled to any of the notice and voting rights listed in subsection (a) of this section, notwithstanding any transfer of shares on the corporation’s books after the record date, except as otherwise required by law.

Section 12. Proxies. Every person entitled to vote for directors or on any other matter will have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation. A proxy will be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, electronic signature, or otherwise) by the shareholder or the shareholder’s attorney in fact. A validly executed proxy that does not state that it is irrevocable will continue in full force and effect unless: (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the corporation stating that the proxy is revoked, or by attendance at the meeting and voting in person by the person executing the proxy or by a subsequent proxy executed by the same person and presented 48

at the meeting; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy will be valid after the expiration of 11 months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable will be governed by the provisions of the California Corporations Code sections 705(e) and 705(f).

Section 13. Inspectors of Election. Before any meeting of shareholders, the board of directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chair of the meeting may, and on the request of any shareholder or a shareholder’s proxy will, appoint inspectors of election at the meeting. The number of inspectors will be either one or three. If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting will determine whether one or three inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chair of the meeting may, and upon the request of any shareholder or a shareholder’s proxy will, appoint a person to fill that vacancy.

These inspectors will: (a) determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies; (b) receive votes, ballots, or consents; (c) hear and determine all challenges and questions in any way arising in connection with the right to vote; (d) count and tabulate all votes or consents; (e) determine when the polls will close; (f) determine the result; and do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III DIRECTORS Section 1. Powers. Subject to the provisions of the California General Corporation Law and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation will be managed and all corporate powers will be exercised by or under the direction of the board of directors.

Without prejudice to these general powers, and subject to the same limitations, the board of directors will have the power to: (a) Select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws; fix their compensation; and require from them security for faithful service. (b) Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or outside the State of California; and designate any place within or outside the State of California for holding any shareholders’ meeting or meetings, including annual meetings. (c) Adopt, make, and use a corporate seal; prescribe the forms of certificates of stock; and alter the form of the seal and certificates. (d) Authorize the issuance of shares of stock of the corporation on any lawful terms, in consideration of money paid, labor done, services actually rendered, debts or securities canceled, or tangible or intangible property actually received. (e) Borrow money and incur indebtedness on behalf of the corporation, and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds,

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debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

Section 2. Number of Directors. The authorized number of directors will be three, until changed by a duly adopted amendment to the articles of incorporation or by amendment to this bylaw adopted by the vote or written consent of a majority of the outstanding shares entitled to vote.

Section 3. Election and Term of Office of Directors. Directors will be elected at each annual meeting of the shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, will hold office until the expiration of the term for which elected and until a successor has been elected and qualified (or until his or her earlier death, removal in accordance with these bylaws and the California Corporations Code, or resignation).

No reduction of the authorized number of directors will have the effect of removing any director before that director’s term of office expires.

Section 4. Vacancies. A vacancy in the board of directors will be deemed to exist: (1) if a director dies, resigns, or is removed by the shareholders or an appropriate court, as provided in California Corporations Code section 303 or section 304; (2) if the board of directors declares vacant the office of a director who has been convicted of a felony or declared of unsound mind by an order of court; (3) if the authorized number of directors is increased; or (4) if at any shareholders’ meeting at which one or more directors are elected the shareholders fail to elect the full authorized number of directors to be voted for at that meeting.

Any director may resign effective on giving written notice to the chair of the board, the president, the secretary, or the board of directors, unless the notice specifies a later effective date. If the resignation is effective at a future time, the board may elect a successor to take office when the resignation becomes effective.

Except for a vacancy caused by the removal of a director, vacancies on the board may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by: the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Corporations Code section 307; or (2) a sole remaining director.

A vacancy on the board caused by the removal of a director may be filled only by the shareholders, except that a vacancy created when the board declares the office of a director vacant as provided in clause (2) of the first paragraph of this section of the bylaws may be filled by the board of directors.

The shareholders may elect a director at any time to fill a vacancy not filled by the board of directors.

The term of office of a director elected to fill a vacancy will run until the next annual meeting of the shareholders, and such a director will hold office until a successor is elected and qualified (or until his or her earlier death, removal in accordance with these bylaws and the California Corporations Code, or resignation).

Section 5. Place of Meetings; Meetings by Electronic Communications. Regular meetings of the board of directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the board of directors. In the absence of such a designation, regular meetings shall be 50

held at the principal executive office of the corporation. Any regular meeting of the board of directors may nonetheless be held at any place consented to in writing by all members of the board of directors, whether before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Special meetings of the board of directors will be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the corporation. Any special meeting of the board of directors may nonetheless be held at any place consented to in writing by all members of the board of directors, whether before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Members of the board of directors may participate in a meeting through the use of conference telephone, electronic video screen communication, or electronic transmission by and to the corporation. Participation in a meeting through the use of conference telephone or electronic video screen communication constitutes presence in person at that meeting so long as all members participating in the meeting are able to hear one another. Participation in a meeting through the use of electronic transmission by and to the corporation (other than conference telephone and electronic video screen communication) constitutes presence in person at that meeting if each member participating in the meeting can communicate with all of the other members concurrently and each member is provided the means of participating in all matters before the board of directors, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation, and the corporation adopts and implements some means of verifying that: (i) each person participating in the meeting is a director or other person entitled to participate in the meeting; and (ii) all actions of, or votes by, the board are taken or cast only by directors and not by persons who are not members of the board of directors.

Section 6. Annual Directors’ Meeting. Immediately after each annual shareholders’ meeting, the board of directors will hold a regular meeting at the same place, or at any other place that has been designated by the board of directors, to consider matters of organization, election of officers, and other business as desired.

Notice of this meeting will not be required unless some place other than the place of the annual shareholders’ meeting has been designated.

Section 7. Other Regular Meetings. Other regular meetings of the board of directors will be held without call at times to be fixed by the board of directors from time to time. Such regular meetings may be held without notice.

Section 8. Special Meetings. Special meetings of the board of directors may be called for any purpose or purposes at any time by the chairman of the board, the president, any vice president, the secretary, or any two directors.

Special meetings will be held on (a) at least 4 days’ notice by mail, or (b) at least 48 hours’ notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, electronic mail, or other electronic means. Oral notice given personally or by telephone, or written notice given by electronic mail or facsimile, may be transmitted either to the director or to a person at the director’s office who can reasonably be expected to communicate it promptly to the director. Written notice, if used, will be addressed to each director at the address shown on the corporation’s records. The notice need not specify the purpose of the meeting, nor need it specify the place if the meeting is to be held at the principal executive office of the corporation.

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Section 9. Quorum. A majority of the authorized number of directors will constitute a quorum for the transaction of business, except to adjourn as provided in section 11 of this Article III. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present will be regarded as the act of the board of directors, subject to the provisions of Corporations Code section 310 (concerning approval of contracts or transactions in which a director has a direct or indirect material financial interest), section 311 (concerning appointment of committees), and section 317(e) (concerning indemnification of directors).

A meeting at which a quorum is initially present may continue to transact business, despite a withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Even though a quorum is initially present, if the number of directors present at a meeting is reduced to less than a quorum by withdrawal of directors, no further business except adjournment may be transacted at the meeting until a quorum is present.

Section 10. Waiver of Notice. Notice of a meeting, although otherwise required, need not be given to any director who: (1) either before or after the meeting signs a waiver of notice or a consent to holding the meeting without being given notice; (2) signs an approval of the minutes of the meeting; or (3) attends the meeting without protesting the lack of notice before or at the beginning of the meeting. Waivers of notice or consents need not specify the purpose of the meeting. All waivers, consents, and approvals of the minutes will be filed with the corporate records or made a part of the minutes of the meeting.

Section 11. Adjournment to Another Time or Place. Whether or not a quorum is present, a majority of the directors present may adjourn any meeting to another time or place.

Section 12. Notice of Adjourned Meeting. Notice of the time and place of resuming a meeting that has been adjourned need not be given unless the adjournment is for more than 24 hours, in which case notice will be given, before the time set for resuming the adjourned meeting, to the directors who were not present at the time of the adjournment. Notice need not be given in any case to directors who were present at the time of adjournment.

Section 13. Action Without a Meeting. Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board of directors individually or collectively consent in writing to that action. The phrase “all members of the board of directors” shall include an interested director as described in Corporations Code section 310(a) or a common director as described in Corporations Code section 310(b) who abstains in writing from providing consent, where: (1) the disclosures required by section 310 have been made to the noninterested or noncommon directors, as applicable, before their execution of the written consent or consents; (2) the specified disclosures are conspicuously included in the written consent or consents executed by the noninterested or noncommon directors; and (3) the noninterested or noncommon directors, as applicable, approve the action by a vote that is sufficient without counting the votes of the interested or common directors. Any action by written consent will have the same force and effect as a unanimous vote of the board of directors. All written consents will be filed with the minutes of the proceedings of the board of directors.

Section 14. Fees and Compensation of Directors. Directors and members of committees of the board may 52

be compensated for their services, and reimbursed for expenses, as fixed or determined by resolution of the board of directors. This section will not be construed to preclude any director from serving the corporation in any other capacity, as an officer, agent, employee, or otherwise, or from receiving compensation for those services.

ARTICLE IV COMMITTEES Section 1. Committees of the Board. The board of directors may designate one or more committees, each consisting of two or more directors. The board may designate one or more directors as alternate members of any committee, to replace any absent member at a committee meeting. A committee may be granted any or all of the powers and authority of the board, to the extent provided in the resolution of the board of directors establishing the committee, except with respect to: (a) Approving any action for which the California Corporations Code also requires the approval of the shareholders or of the outstanding shares; (b) Filling vacancies on the board of directors or any committee of the board; (c) Fixing directors’ compensation for serving on the board or a committee of the

board; (d) Adopting, amending, or repealing bylaws; (e) Amending or repealing any resolution of the board of directors that by its express terms is not so amendable or repealable; (f) Making distributions to shareholders, except at a rate or in a periodic amount or within a price range determined by the board of directors; (g) Appointing other committees of the board or their members.

Section 2. Meetings and Action of Committees. Meetings and action of committees will be governed by, and held and taken in accordance with, bylaw provisions applicable to meetings and actions of the board of directors, with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that; (1) the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee; (2) special meetings of committees may also be called by resolution of the board of directors; and (3) notice of special meetings of committees will also be given to all alternative members who will have the right to attend all meetings of the committee. The board of directors may adopt rules for the governance of any committee not inconsistent with these bylaws.

ARTICLE V OFFICERS Section 1. Officers. The officers of the corporation will be a president (chief executive officer), a secretary, a 53

chief financial officer, and a chief scientific officer. The corporation may also have, at the discretion of the board of directors, a chair of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with section 3 of this Article V. Any number of offices may be held by the same person. For purposes hereof, the titles of “president” and “chief executive officer” shall be deemed to be used interchangeably, unless the board of directors specifies otherwise.

Section 2. Appointment of Officers. The officers of the corporation, except for subordinate officers appointed in accordance with section 3 of this Article V, will be appointed annually by the board of directors, and will serve at the pleasure of the board of directors.

Section 3. Subordinate Officers. The board of directors may appoint, and may empower the president to appoint, other officers as required by the business of the corporation, whose duties will be as provided in the bylaws or as determined from time to time by the board of directors or the president.

Section 4. Removal and Resignation of Officers. Any officer chosen by the board of directors may be removed at any time, with or without cause or notice, by the board of directors. Subordinate officers appointed by persons other than the board under section 3 of this Article V may be removed at any time, with or without cause or notice, by the board of directors or by the officer by whom appointed. Officers may be employed for a specified term under a contract of employment if authorized by the board of directors; such officers may be removed from office at any time under this section, and will have no claim against the corporation or individual officers or board members because of the removal except any right to monetary compensation to which the officer may be entitled under the contract of employment.

Any officer may resign at any time by giving written notice to the corporation. Resignations will take effect on the date of receipt of the notice, unless a later time is specified in the notice. Unless otherwise specified in the notice, acceptance of the resignation is not necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation to monetary damages under any contract of employment to which the officer is a party.

Section 5. Vacancies in Offices. A vacancy in any office resulting from an officer’s death, resignation, removal, or disqualification, or from any other cause, will be filled in the manner prescribed in these bylaws for regular election or appointment to that office.

Section 6. Chairman of the Board. The board of directors may elect a chair, who will preside, if present, at board meetings and will exercise and perform such other powers and duties as may be assigned from time to time by the board of directors.

Section 7. President. Except to the extent that the bylaws or the board of directors assign specific powers and duties to the chair of the board (if any), the president will be the corporation’s general manager and chief executive officer and, subject to the control of the board of directors, will have general supervision, direction, and control over the corporation’s business and its officers. The managerial powers and duties of the president will include, but are not limited to, all the general powers and duties of management usually vested in the office of president of a corporation, and the president will have other powers and duties as prescribed by the 54

board of directors or the bylaws. The president will preside at all meetings of the shareholders and, in the absence of the chairman of the board or if there is no chairman of the board, will also preside at meetings of the board of directors. The president shall be deemed to be the chief executive officer, and may use such title.

Section 8. Vice Presidents. If desired, one or more vice presidents may be chosen by the board of directors in accordance with the provisions for electing officers set forth in section 2 of this Article V. In the absence or disability of the president, the president’s duties and responsibilities will be carried out by the highest ranking available vice president if vice presidents are ranked or, if not, by a vice president designated by the board of directors. When so acting, a vice president will have all the powers of and be subject to all the restrictions on the president. Vice presidents of the corporation will have such other powers and perform such other duties as prescribed from time to time by the board of directors, the bylaws, or the president (or chairman of the board if there is no president).

Section 9. Secretary. (a) Minutes. The secretary will keep, or cause to be kept, minutes of all of the shareholders’ meetings and of all other board meetings. If the secretary is unable to be present, the secretary or the presiding officer of the meeting will designate another person to take the minutes of the meeting.

The secretary will keep, or cause to be kept, at the principal executive office or such other place as designated by the board of directors, a book of minutes of all meetings and actions of the shareholders, of the board of directors, and of committees of the board. The minutes of each meeting will state the time and place the meeting was held; whether it was regular or special; if special, how it was called or authorized; the names of directors present at board or committee meetings; the number of shares present or represented at shareholders’ meetings; an accurate account of the proceedings; and when it was adjourned. (b) Record of Shareholders. The secretary will keep, or cause to be kept, at the principal executive office or at the office of the transfer agent or registrar, a record or duplicate record of shareholders. This record will show the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of share certificates issued to each shareholder, and the number and date of cancellation of any certificates surrendered for cancellation. (c) Notice of Meetings. The secretary will give notice, or cause notice to be given, of all shareholders’ meetings, board meetings, and meetings of committees of the board for which notice is required by statute or by the bylaws. If the secretary or other person authorized by the secretary to give notice fails to act, notice of any meeting may be given by any other officer of the corporation. (d) Other Duties. The secretary will keep the seal of the corporation, if any, in safe custody.

The secretary will have such other powers and perform other duties as prescribed by the board of directors or by the bylaws.

Section 10. Chief Financial Officer. The chief financial officer will keep, or cause to be kept, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares.

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The books of account will at all reasonable times be open to inspection by any director.

The chief financial officer will: (1) deposit corporate funds and other valuables in the corporation’s name and to its credit with depositaries designated by the board of directors; (2) make disbursements of corporate funds as authorized by the board; (3) render a statement of the corporation’s financial condition and an account of all transactions conducted as chief financial officer whenever requested by the president or the board of directors; and (4) have other powers and perform other duties as prescribed by the board of directors or the bylaws.

Unless the board of directors has elected a separate treasurer, the chief financial officer will be deemed to be the treasurer for purposes of giving any reports or executing any certificates or other documents.

ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS The corporation shall, to the maximum extent permitted by the California General Corporation Law, indemnify each of its agents against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the corporation, and shall advance to each such agent expenses incurred in defending any such proceeding to the maximum extent permitted by that law. For purposes of this Article, an “agent” of the corporation includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, manager, officer, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise, or was a director, manager, officer, employee, or agent of a corporation or other entity that was a predecessor entity of the corporation or of another enterprise serving at the request of such predecessor entity.

ARTICLE VII RECORDS AND REPORTS Section 1. Maintenance of Shareholder Record and Inspection by Shareholders. The corporation will keep at its principal executive office or at the office of its transfer agent or registrar, as determined by resolution of the board of directors, a record of the names and addresses of all shareholders and the number and class of shares held by each shareholder.

A shareholder or shareholders holding at least 5 percent in the aggregate of the outstanding voting shares of the corporation will have the right to do either or both of the following: (a) inspect and copy the record of shareholders’ names and addresses and shareholdings during usual business hours, on five days’ prior written demand on the corporation, or (b) obtain from the corporation’s transfer agent, on written demand and tender of the transfer agent’s usual charges for this service, a list of the names and addresses of shareholders who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which a list has been compiled or as of a specified date later than the date of demand. This list will be made available within 5 days after: (i) the date of demand, or (ii) the specified later date as of which the list is to be compiled.

The record of shareholders will also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or holder of a voting trust certificate. Any inspection and copying under this 56

section may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

Section 2. Maintenance and Inspection of Bylaws. The corporation will keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this state, the original or a copy of the bylaws as amended to date, which will be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in this state, the secretary will, on the written request of any shareholder, furnish to that shareholder a copy of the bylaws as amended to date.

Section 3. Maintenance and Inspection of Minutes and Accounting Records. The minutes of proceedings of the shareholders, board of directors, and committees of the board, and the accounting books and records, will be kept at the principal executive office of the corporation, or at such other place or places as designated by the board of directors. The minutes and the accounting books and records will be kept either in written form or in a form capable of being converted into written form. The minutes and accounting books and records will be open to inspection on the written demand of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and will include the right to copy and make extracts. These rights of inspection will extend to the records of each subsidiary of the corporation.

Section 4. Inspection by Directors. Every director will have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary companies. This inspection by a director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.

Section 5. Annual Report to Shareholders. The requirements for the board of directors to cause an annual report and/or quarterly reports to be sent to the shareholders are hereby expressly waived and shall not apply to the corporation.

Section 6. Financial Statements. The corporation will keep a copy of each annual financial statement, quarterly or other periodic income statement and accompanying balance sheets prepared by the corporation on file in the corporation’s principal executive office for 12 months; these documents will be exhibited at all reasonable times, or copies provided, to any shareholder on demand.

If no annual report for the last fiscal year has been sent to shareholders, on written request of any shareholder made more than 120 days after the close of the fiscal year the corporation will deliver or mail to the shareholder, within 30 days after receipt of the request, a balance sheet as of the end of that fiscal year and an income statement and statement of cash flows for that fiscal year.

A shareholder or shareholders holding 5 percent or more of the outstanding shares of any class of stock of the corporation may request in writing an income statement for the most recent 3-month, 6-month, or 9-month period (ending more than 30 days before the date of the request) of the current fiscal year, and a balance sheet 57

of the corporation as of the end of that period. If such documents are not already prepared, the chief financial officer will cause them to be prepared and will deliver the documents personally or mail them to the requesting shareholders within 30 days after receipt of the request. A balance sheet, income statement, and statement of cash flows for the last fiscal year will also be included, unless the corporation has sent the shareholders an annual report for the last fiscal year.

Section 7. Annual Statement of General Information. (a) The corporation shall file a statement with the Secretary of State on the prescribed form, in compliance with California Corporations Code section 1502. (b) Despite the provisions of paragraph (a) of this section, if there has been no change in the information in the corporation’s last statement on file with the Secretary of State’s office, the corporation may, in lieu of filing the statement described in paragraph (a) of this section, advise the Secretary of State, on the appropriate form, that no changes in the required information have occurred during the applicable period.

ARTICLE VIII GENERAL CORPORATE MATTERS Section 1. Record Date for Purposes other Than Notice and Voting. For purposes of determining the shareholders entitled to receive payment of dividends or other distributions or allotment of rights, or entitled to exercise any rights in respect of any other lawful action (other than voting at and receiving notice of shareholders’ meetings and giving written consent of the shareholders without a meeting), the board of directors may fix in advance a record date, which will be not more than 60 nor less than 10 days before the date of the dividend payment, distribution, allotment, or other action. If a record date is so fixed, only shareholders of record at the close of business on that date will be entitled to receive the dividend, distribution, or allotment of rights, or to exercise the other rights, as the case may be, despite any transfer of shares on the corporation’s books after the record date, except as otherwise provided by statute.

If the board of directors does not so fix a record date in advance, the record date will be at the close of business on the later of: (1) the day on which the board of directors adopts the applicable resolution; or (2) the 60th day before the date of the dividend payment, distribution, allotment of rights, or other action.

Section 2. Authorized Signatories for Checks. All checks, drafts, other orders for payment of money, notes, or other evidences of indebtedness issued in the name of or payable to the corporation will be signed or endorsed by the person or persons in the manner authorized from time to time by resolution of the board of directors.

Section 3. Executing Corporate Contracts and Instruments. Except as otherwise provided in the articles or in these bylaws, the board of directors by resolution may authorize any officer, officers, agent, or agents to enter into any contract or to execute any instrument in the name of and on behalf of the corporation. This authority may be general or it may be confined to one or more specific matters. No officer, agent, employee, or 58

other person purporting to act on behalf of the corporation will have any power or authority to bind the corporation in any way, to pledge the corporation’s credit, or to render the corporation liable for any purpose or in any amount, unless that person was acting with authority granted by the board of directors as provided in these bylaws, or unless an unauthorized act was later ratified by the corporation.

Section 4. Certificates for Shares. A certificate or certificates for shares of the capital stock of the corporation will be issued to each shareholder when any of the shares are fully paid. In addition to certificates for fully paid shares, the board of directors may authorize the issuance of certificates for shares that are partly paid and subject to call for the remainder of the purchase price, provided that the certificates representing partly paid shares will state the total amount of the consideration to be paid for the shares and the amount actually paid. All certificates will certify the number of shares and the class or series of shares represented by the certificate. All certificates will be signed in the name of the corporation by: (1) either the chair of the board of directors, the vice chair of the board of directors, the president, or any vice president; and (2) either the chief financial officer, any assistant treasurer, the secretary, or any assistant secretary.

Any of the signatures on the certificate may be facsimile. If any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate will have ceased to be that officer, transfer agent, or registrar before that certificate is issued, the certificate may be issued by the corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

Section 5. Lost Certificates. Except as provided in this section 5, no new certificates for shares will be issued to replace old certificates unless the old certificate is surrendered to the corporation for cancellation at the same time. If share certificates or certificates for any other security have been lost, stolen, or destroyed, the board of directors may authorize the issuance of replacement certificates on terms and conditions as required by the board, which may include a requirement that the owner give the corporation a bond (or other adequate security) sufficient to indemnify the corporation against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft, or destruction of the old certificate or the issuance of the replacement certificate.

Section 6. Shares of Other Corporations: How Voted. Shares of other corporations standing in the name of this corporation will be voted by one of the following persons, listed in order of preference: (1) chair of the board, or person designated by the chair of the board; (2) president, or person designated by the president; (3) first vice president, or person designated by the first vice president; (4) other person designated by the board of directors. The authority to vote shares granted by this section includes the authority to execute a proxy in the name of the corporation for purposes of voting the shares.

Section 7. Reimbursement of Corporation if Payment Not Tax Deductible. If all or part of the compensation, including expenses, paid by the corporation to a director, officer, employee, or agent is finally determined not to be allowable to the corporation as a federal or state income tax deduction, the director, officer, employee, or agent to whom the payment was made will repay to the corporation the amount disallowed. The board of directors will enforce repayment of each such amount disallowed by the taxing authorities.

Section 8. Construction and Definitions.

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(a) Unless the context requires otherwise, the general provisions, rules of construction, and definitions in California Corporations Code govern the construction of these bylaws. In the event that the California Corporations Code is revised to modify section numbers of that Code, references in these bylaws to particular sections of the Code will be deemed to refer automatically to such updated section numbers. In the event of any conflict between (i) these bylaws and (ii) provisions of applicable law that cannot, under law, be varied by bylaws, these bylaws shall be deemed to be automatically revised so as to be in compliance with such law. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person. (b) Unless otherwise provided in these bylaws, and subject to any guidelines and procedures that the board may adopt from time to time, the terms “written” and “in writing” as used in these bylaws include any form of recorded message in the English language capable of comprehension by ordinary visual means and may include electronic transmissions such as facsimile or e-mail provided that: (i) for electronic transmissions from this corporation, this corporation has obtained an unrevoked written consent from the recipient to the use of those means of communication; (ii) for electronic transmissions to this corporation, this corporation has in effect reasonable measures to verify that the sender is the individual purporting to have sent the transmission; and (iii) the transmission creates a record that can be retained, retrieved, reviewed, and rendered into clearly legible tangible form.

ARTICLE IX AMENDMENTS Section 1. Amendment by Board of Directors or Shareholders. Except as otherwise required by law or by the articles of incorporation, these bylaws may be amended or repealed, and new bylaws may be adopted, by the board of directors or by the holders of a majority of the outstanding shares entitled to vote.

------------------------------------------------------------CERTIFICATION OF THE ADOPTION OF THE BYLAWS The undersigned, Secretary of the Corporation, hereby certifies that the foregoing is a true and correct copy of the Bylaws of the Corporation adopted as of March 15, 2021 by the Board of Directors of the Corporation.

Tom Newman, Secretary

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Exhibit C: Investor Questionnaire

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25102(f) Offering Suitability Form for Stimcore, Inc. Introduction In order to comply with the securities laws, we are required to obtain certain information from you. More specifically, we can only sell investments to investors who meet certain qualifications in terms of investment experience, experience with the company, income, assets, etc. -- though you do not have to fit within all categories in order to qualify. We appreciate your time in completing this questionnaire.

We realize that this information is very personal and we will keep all responses confidential.

After you complete and sign this form, please email it to either or: Shawn Toohey Email: shawn@stimcoremd.com Background Information 1. PERSONAL BACKGROUND INFORMATION a. Name: (First, MI, Last): b. Date of Birth: c. Social Security No.: d. Home Address: e. State in which you are registered to vote: f. Home Telephone: g. Cell Phone: h. Email Address: i. Business/Profession: j. Title: k. Company Name: l. Employed Since: m. Business Address: n. Business Telephone: 2. CONTACT METHOD FOR CORRESPONDENCE. To which place would you prefer that correspondence be sent? _____ Home Address _____ Business Address _____ Email Address _____ Other (please specify): __________________________________________ 3. OVERALL INVESTMENT OBJECTIVES. Please rank your investment objectives from 1 through 4 in order of priority; 1 being the highest): _____ Growth 62

_____ Current Income _____ Tax Deferral _____ Liquidity 4. RISK TOLERANCE. Please check one : _____ Aggressive _____ Moderate _____ Conservative 5. SPECULATION. Do your investment objectives allow speculation? _____ No _____ Yes

Pre-Existing Substantive Relationship 6. PRIOR RELATIONSHIP WITH OFFERING COMPANY. complete every blank that applies:

Please check every item and

_____ I have a pre-existing personal or business relationship with: _____ the company making the offering. Please state: The nature of your relationship with the company: How long you have had that relationship: _______________________ _____ I have a pre-existing personal or business relationship with the following general partners, officers, directors, or LLC managers of the company: NAME

TITLE

YOUR RELATIONSHIP

LENGTH OF TIME

_____________

__________

_____________________

_________________

_____________

__________

_____________________

_________________

_____________

__________

_____________________

_________________

Do you believe the relationship(s) consist(s) of personal or business contacts of such a nature and duration that you are aware of the character, business acumen and general business and financial circumstances of the company or person(s)? _______Yes ________No

Sophistication 7. EDUCATION. Please list your highest level of education and any degrees (including field if applicable) that you have received: .

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8. LICENSES. Please list any job-related licenses that you hold or have held in the past: ________________________________________________________________________ ________________________________________________________________________ 9. PRIMARY SOURCE OF INCOME: _____ Investments _____ Compensation 10. PRIOR INVESTMENT EXPERIENCE; please check all that apply: I have experience as an investor in: _____ Stocks which are listed on a national securities exchange. _____ Mutual funds which hold a portfolio primarily consisting of stocks. _____ Taxable bonds or other debt instruments. _____ Tax exempt bonds. _____ Partnerships, limited liability companies, corporations which invest in real estate or real estate investment trusts (REITs). _____ Other types of investments not mentioned in any of the previous categories (please describe): ______________________________________________ 11. PORTFOLIO. Please estimate the percentage of your assets that you currently have in each category: _____ Stocks (including mutual funds) _____ Bonds _____ Certificates of Deposit/Loans/Savings Accounts _____ Principal Residence _____ Vacation Home(s) _____ Rental Property _____ Ownership of business(es) in which you are actively involved _____ Other 100% 12. CERTIFICATION OF SOPHISTICATED INVESTOR STATUS; please check each item that applies: _____ I have such knowledge and experience in financial, investment and business matters that I am capable of evaluating the merits and risks of any investments. _____ I am using a financial advisor, planner, or consultant, or some other advisor who has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating the merits and risks of any investments. (If this is checked, please complete the following:) The name and contact information for this advisor is as follows: 64

Name: _____________________________________________ Address:

___________________________________________ ___________________________________________ ___________________________________________

Telephone number: ______________________________________ Email address (if available): _______________________________

Accredited Investor Status 13. ACCREDITED INVESTOR STATUS; please check every item that applies: _____ My net worth (either individually or with my spouse, if any), excluding the value of my primary residence, but including all other real estate, investments and assets is at least $1,000,000. _____ My individual annual income was at least $200,000 in each of the two most recent years, and I expect such income in the current year. _____ My annual income, jointly with my spouse, was at least $300,000 in each of the two most recent years, and I expect such income in the current year. _____ The undersigned is signing for an entity and all of the entity's equity owners meet at least one of the three tests listed above. _____ The undersigned is signing for an organization not formed for the specific purpose of acquiring the securities offered with total assets in excess of $5,000,000; _____ The undersigned is a revocable trust created by the undersigned for his or her own benefit who meets at least one of the first three tests listed above.

Substantial Investor Status.

14. Please check if the following applies: _____ If I invest, I will be investing more than $150,000 and that investment will not exceed 10% of my net worth, including my spouse's assets, if any (and including the net equity in my residence).

Date: ____________________________

Signature: _________________________

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Exhibit D: Subscription Agreement

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SUBSCRIPTION AGREEMENT FOR STIMCORE, INC. (25102(f) offering)

This Subscription Agreement (“Agreement”) is made by and between Stimcore, Inc., a California corporation (“Company”), and the undersigned investor (“Investor”).

SUMMARY OF THE OFFERING 1. Stimcore, Inc., a California corporation, (“Company”) is selling common stock (“Securities”) at $1.00 per share. The Securities are subject to restrictions set out in the Company’s Bylaws.

2. Company is raising a maximum of $9,000,000 ("Maximum Offering") in this offering. The minimum purchase for each investor will be $25,000, unless otherwise approved by the Board.

3. If sufficient investors have signed subscription agreements by the End of the Offering to invest a total amount that is greater than the Maximum Offering, then either the Board of Directors may approve the greater amount or each investor will receive a pro-rata investment in Company based on the Maximum Offering with an equal pro-rata reduction in the amount each investor will invest.

4. This offering is available only to suitable investors residing in the state of California.

NOW THEREFORE, IT IS AGREED AS FOLLOWS: 5. Subscription. Investor applies to purchase Shares of common stock of the Company (“Securities”) for the total price of $_________________. Investor’s Subscription Agreement may be rejected for any reason by the Company. The Company need not specify a reason for its rejection of any Subscription Agreement. Payment for the Securities may be made by check, money order or wire transfer and is due within seven (7) days after Company has notified Investor that Company has accepted the Investor’s investment.

6. Forward-Looking Statements. This provision is being included in connection with the safe harbor provision of the Private Securities Litigation Reform Act. The Investor Documents contain forward-looking statements. Such statements are based upon management’s current expectations, beliefs, and assumptions about future events, and are other than statements of historical fact and involve a number of risks and uncertainties. The use in the Investor Documents of words such as “believes,” “anticipates,” “expects,” “intends” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. In addition to those factors discussed in the Investor Documents, important factors that could cause actual results to differ materially from those in forwardlooking statements are, among others, the market’s acceptance of the Company’s services and products, competition and the availability of financing.

7. Binding Effect and Irrevocability. It is understood that this Subscription Agreement is not binding on the Company unless and until it is accepted by the Company as evidenced by 68

countersignature below. The Company reserves the right to reject any subscription agreement for any reason or no reason at all – and the Company is not required to give any reason. Investor agrees that this Subscription Agreement shall be irrevocable until sixty (60) days after the date of signing by Investor.

8. Right of First Refusal. Investor will notify Company in writing of the existence and terms of any proposed sale (or transfer for consideration) of Securities to a third party, and hereby grants Company a 30-day right to acquire some or all of that Securities on the same terms and conditions as the proposed sale. Investor agrees that all such proposed sales or transfers will be negotiated in good faith as arms’-length transactions.

9. Representations. Investor represents and warrants as follows: a. Name, Address and Social Security Number. Investor’s full name and residential address is as it appears at the bottom of this Agreement. b. Investor Documents.

Investor has carefully reviewed the following Investor Documents: This Private Placement Memorandum and its Exhibits. Investor has received the Investor Documents, has carefully read each Investor Document and its appendices, and has relied only on the information contained there in making this investment decision. Investor is purchasing the Company’s Securities without being furnished any information, representations or offering materials other than the Investor Documents and acknowledges that such offering and such Investor Documents have not been scrutinized by the federal Securities & Exchange Commission (“SEC”) nor any state agency. c. Purchase for Own Account. Investor is purchasing the Securities in his/her/its own name and for his/her/its own account (or for a trust account if he/she/it is a trustee), and no other person has any interest in (or right with respect to) the Securities, nor has Investor agreed to give any person any such interest or right in the future. Investor is acquiring the Securities for investment and not with a view to, or for sale in connection with, any distribution of the Securities. d. No Registration. Investor recognizes that the Securities have not been registered under the Federal Securities Act of 1933 (or any other securities law) or qualified under the California Corporate Securities Law of 1968 nor any state Blue Sky Law, that any disposition of the Securities is subject to restrictions imposed by federal and state law, and that the certificates representing the Securities may bear a restrictive legend. Investor understands that he/she/it has no right to require registration under the Act or any state Blue Sky Law. e. Risk of No Exemption. Investor also recognize that he/she/it cannot dispose of the Securities absent registration and qualification, or an available exemption from registration and qualification, and that no undertaking has been made with regard to registering or qualifying the Securities in the future. Investor understands that the availability of an exemption in the future will depend in part on circumstances outside Investor’s control and that Investor may be required to hold the Securities for a substantial period. Investor further understands that the right to transfer his/her/its Securities will be restricted, including a restriction against transfers unless he/she/it 69

submits to the Company an opinion of an attorney – which is acceptable to Company in its sole discretion – stating that the proposed transfer is registered or exempt from registration pursuant to the Federal Securities Act of 1933 and all relevant state Blue Sky Laws; f. No Public Market. Investor recognizes that no public market exists with respect to the Securities and no representation has been made to Investor that such a public market will exist at a future date. g. No Endorsement by State. Investor understands that the California Commissioner of Corporations has made no finding or determination relating to the fairness for investment of the Securities offered by the Company and that the Commissioner has not and will not recommend or endorse the Securities. Investor understands that no agency of either the federal government or any other state government has made a finding or determination relating to the fairness for investment of the Securities offered by the Company and that those agencies have not and will not recommend or endorse the Securities. h. No Advertisements. Investor has not seen or received any public advertisement or general solicitation with respect to the sale of the Securities. i. Liquidity. Investor realizes that, since the Securities cannot be readily sold and has no public market, he/she/it may not be able to sell or dispose of his/her/its Securities and, therefore, that he/she/it must not purchase the Securities unless he/she/it has liquid assets sufficient to assure himself/herself that such purchase will cause him/her no undue financial difficulties; j. Opportunity for Questions. Investor acknowledges that before this transaction Investor has been given the opportunity to ask questions concerning the Securities and the investment as Investor felt necessary or advisable, and to the extent Investor took advantage of that opportunity, Investor received satisfactory information and answers. k. Investor Suitability. Investor: i. Has a preexisting personal or business relationship with the Company or one or more of its officers, directors, managers or controlling persons or entities of a nature and duration such as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of the person or entity with whom such a relationship exists; OR ii. Has by reason of substantial business or financial experience – or that of Investor’s professional advisors (who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly) – the capacity to protect Investor’s interests in connection with the transaction; OR iii. Is an Accredited Investor, meaning that Investor: (1) Had a minimum annual income of at least $200,000 in each of the two 70

most recent tax years, and has the reasonable expectation of such income in the current tax year; OR (2) Jointly with Investor’s spouse, had a minimum annual income of at least $300,000 in each of the two most recent tax years, and has the reasonable expectation of such income in the current year; OR (3) Has a net worth, either individually or with Investor’s spouse, of at least $1,000,000, excluding any positive equity in his/her personal residence (but subtracting any negative equity), and including all other investments, property and other assets; OR (4) Is signing for an entity and all of the entity's equity owners meet at least one of the three tests immediately listed above; OR (5) Is signing for a revocable trust created by the undersigned for his or her own benefit and who meets at least one of the first three tests immediately listed above; OR (6) Is signing for an organization not formed for the specific purpose of acquiring the Securities offered and that has total assets in excess of $5,000,000. l. Risk. In reaching the decision to invest, Investor has carefully evaluated his/her/its financial resources and investment position and the risks associated with this investment, and Investor acknowledges that he/she/it is able to bear the economic risks of this investment.

BY ELECTING TO PARTICIPATE IN THIS INVESTMENT, INVESTOR REALIZES THAT IT IS POSSIBLE THAT HE/SHE/IT MAY LOSE THE ENTIRE INVESTMENT. Investor further acknowledges that his/her/its financial condition is such that Investor is not under any present necessity or constraint to dispose of the Securities to satisfy any existing or contemplated debt or undertaking. m. Advice of Counsel. Investor acknowledges that any legal counsel for the Company is legal counsel solely for the Company regarding this investment and not for Investor, and that Investor may want to have his/her/its own legal counsel review this Agreement before signing. No attorney for the Company has verified or investigated any of the statements or representations made in this memorandum any of its Exhibits. Investor acknowledges that any accounting firm for the Company is the accounting firm solely for the Company and not for Investor, and that Investor may want to have his/her/its own accountant review this Agreement before signing. n. Change in Circumstances. All information which Investor has provided to the Company concerning himself/herself, his/her/its financial position, and his/her/its knowledge of financial and business matters is correct and complete as of the date set forth below and, if there should be any material change in such information prior to his/ her/its having paid his/her/its subscription in full, that he/she/it must immediately provide the Company with such information and Company has the right to terminate this Subscription Agreement without penalty. o. Dilution. Investor understands that the Company may decide to issue additional securities in the future and that if that happens the percentage of ownership that each shareholder owns of the Company will be decreased on a pro-rata basis.

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p. Arbitration.

ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SECURITIES THAT INVOLVES THE COMPANY, ITS PRINCIPALS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, BROKERS, ATTORNEYS OR AGENTS -- INCLUDING FEDERAL AND STATE STATUTORY CLAIMS -- SHALL BE SETTLED EXCLUSIVELY BY ARBITRATION IN NEWPORT BEACH, CALIFORNIA IN ACCORDANCE WITH THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION, AND JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. 10. Indemnification. Investor agrees to indemnify, defend, hold harmless and pay all fees and expenses (including but not limited to attorneys' fees and costs) that are incurred by, and all judgments and claims made against, the Company and its affiliates and their owners, officers, directors, managers, partners, employees, agents and counsel, for any liability that is incurred as a result of any misrepresentation made or breach of any warranty of Investor.

11. Three-Year Ban on Stock Transfers. For three years from the date of Investor’s Subscription Agreement, Investor may not transfer shares to third parties without written permission from the Company.

12. Company Right of First Refusal. Notwithstanding any other provision, Investor must notify the Company in writing of the existence and terms of any proposed sale (or transfer for consideration) of some or all of Investor’s shares of the Company, and hereby grants the Company a right to acquire some or all of those Shares on the same terms within thirty (30) days of receipt of the notice.

If the Company declines or fails to purchase all of those Shares, the Company shall notify the other Shareholders in writing of the existence and terms of the proposed sale (or transfer for consideration) and the Company, and Investor hereby grants the other Shareholders a right to acquire some or all of those Shares (pro rata if the other Shareholders together wish to purchase more Shares than are proposed to be sold) on the same terms within thirty (30) days of receipt of receipt of this second notice. All proposed sales or transfers shall be negotiated in good faith as arms'-length transactions.

13. Lock-Up Agreement. In the event of an initial public offering of the Company’s common stock, Investor will be subject to a customary “lock-up” agreement as requested by the managing underwriter of the offering, up to a maximum of 180 days provided that Stimcore, Inc. also agrees to the terms of such “lock-up” agreement (a “lock-up” agreement is a temporary restriction on stock sales and related transactions for a period of time after an offering commences).

14. Required Sale by Shareholders (Drag-Along Rights). Investor can be required by Stimcore, Inc. at its election to sell all or a portion of their shares of common stock to a third party if (i) Stimcore, Inc. (together with its affiliates) proposes to sell at least one-third of the total issued and outstanding shares of common stock of the Company to such third party, and (ii) a fairness opinion of an investment bank or valuation firm is obtained indicating the fairness of the 72

proposed transaction to the Shareholders. Investor may be required to enter into an agreement to make such sale of Investor’s shares. The drag-along rights provisions will terminate upon the consummation of an initial public offering of the Company’s common stock, if ever.

15. General Provisions a. Whole Agreement. This Agreement contains the entire understanding of the parties and supersedes all prior oral and written agreements, understandings, commitments, representations and practices between the parties. b. Authority. The undersigned warrants that he/she has full legal authority to sign for his/ her respective party and that such party is lawfully empowered to enter into this Agreement. c. Successors. Except as may be otherwise specified in this Agreement, this Agreement will inure to the benefit of and be binding on any successors or assigns of either party. d. Invalidity. If any portion of this Agreement is found to be invalid, then the narrowest segment possible of that portion shall be held to be excised from this Agreement, and the remainder of this Agreement will continue in full force and effect. e. Modification and Waiver. This Agreement may not be modified except by a writing signed by the parties. No waiver of this Agreement will be effective unless made by a signed writing. No waiver will be a continuing waiver unless so stated in a signed writing. f. Assignment. Neither party may assign its rights under this Agreement without the prior written consent of the other party. g. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of California, excluding its conflicts-of-law provisions. h. Venue. Any litigation or arbitration arising from or relating to this Agreement shall be brought exclusively in the venue proper for an individual residing in Newport Beach, California and the parties agree that any action relating to or arising out of this Agreement shall be instituted and prosecuted only in those courts. The Parties hereby expressly waive any right to a change in venue and any and all objections to the jurisdiction of those state and federal courts. i. Construction. Each Party and/or the respective attorneys of each Party, has carefully reviewed, or has had an opportunity to review, this Agreement. Accordingly, the Parties agree that the normal rule of construction that any ambiguities are to be resolved against the drafting Party shall not be utilized in the interpretation of this Agreement. j. Counterparts. This document may be executed in counterparts, meaning that each signatory may sign a separate copy, and is valid with faxed, scanned and emailed, or electronic signatures, and each counterpart shall be considered a duplicate original of this document.

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Date:

, 20___

______________________________________________________ Signature of Subscriber ______________________________________________________ (Please type or print name of Subscriber as it appears above) ______________________________________________________ Social Security or Employer Identification Number of Subscriber ______________________________________________________ Street Address ______________________________________________________ City State Zip

If Subscriber has a spouse and Subscriber wants the spouse’s name to also appear on the ownership certificate, Subscriber’s spouse must complete the following: Date:

__________, 20___

______________________________________________________ Signature of Subscriber’s Spouse ______________________________________________________ (Please type or print name of Subscriber’s Spouse as it appears ______________________________________________________ Social Security or Employer Identification Number of Subscriber’s Spouse ______________________________________________________ Street Address of Subscriber’s Spouse (if applicable) ______________________________________________________ City State Zip

**IMPORTANT**

Please print below exactly how you want your name(s) listed on your certificate:

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_____________________________________________________ ACCEPTED BY STIMCORE, INC. By:

_

_________________

Title: _________________________________ Date:

______________, 20___

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