ARTICLES of INCORPORATION HealthMed Corp, a Delaware Corporation as Duly Adopted by Resolution of Its Board of Directors March 05, 2015 1) The legal name of this corporation shall be HealthMed Corp (hereinafter, the “Company”). a. The Company’s original Certificate of Incorporation was filed with the Secretary of State of Delaware on May 01, 2013. b. The sole Founder of the Company is a natural living person, Greg Tyler Allison. c. From time to time, the Company shall do business under the name HealthMed. 2) The address of the Company’s registered office in the State of Delaware is 1521 Concord Pike #303, Wilmington, County of New Castle, Delaware 19803. The name of its registered agent at such address is “A Registered Agent, Inc.” 3) The purposes for which the Company is formed are to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware. 4) The period during which the Company is to continue as a corporation is perpetual. 5) The initial Board of Directors of the Company shall be: a. Greg Tyler Allison, Chief Executive Officer and Chairman, an individual with a principal place of residence at: 360 Main Street #405, Hackensack, New Jersey, 07601 b. Phillip Patrick, Director, an individual with a principal place of residence at: 15 Groff Court, Flemington, New Jersey 08822 c. Peter Marchesini, Director, an individual with a principal place of residence at: 5417 Weyhill Lane, Doylestown, Pennsylvania 18902 6) Directors may also serve as Officers of the Company. All Officers of the Company shall also be employees, duly contracted as agents of the Company. Directors of the Company shall be duly contracted as agents of the Company, but shall not be employees, with the exception of Directors who also serve as Officers of the Company. 7) The following provisions apply to the Board of Directors of the Company: a. The number of Directors of this Company shall be set in Section One of the Article the Second of the Bylaws of the Company. The Chairman of the Board of Directors shall be counted in the total number of Directors. b. If, at any time, the Chairman of the Board of Directors of the Company is also an Officer and employee of the Company, that individual shall, receive no additional compensation in any form, including but not limited to restricted stock units, stock options, or other stock of the Company, in any form, in exchange for service as Chairman. c. If, at any time, an even number of Directors shall constitute the whole number of Directors available to the Company, or the whole number of Directors available at any meeting of Directors, the Chairman shall be required to recuse himself, in automatic fashion, from voting on any matter of substance that requires a simple (50%) majority of Directors for passage. d. Excluding the Chairman, business transactions between the Company and its Directors shall be allowed. 8) The total number of shares which the Company shall have the authority to issue is 75,000,000 shares of Common Stock. The par value of each of the Company’s shares shall be set at $0.001. 9) The following provisions shall apply to the Company’s shares: a. Of the 75,000,000 shares authorized herein, 7,500,000 shall remain unissued and restricted within an Employee Stock Options Plan (ESOP), to be issued as Restricted Stock Units (RSUs), from time to time, to Directors, Officers, and employees of the Company, by resolution of the Board of Directors of the Company. At the time of each issuance, issued shares shall be deemed to have been issued and outstanding. No shares may be validly issued or promised to be issued as RSUs prior to the creation of the ESOP, on the date of adoption of this Article Nine, Paragraph (a). b. In no case shall a Director appointed by a capital interest investment group, including but not limited to venture investment groups, investment banks, or angel investment groups be personally issued shares of the Company in exchange for service as a Director. c. Of the remaining 67,500,000 authorized shares, 15,000,000 shares shall be issued to the Founder for the purpose of maintenance of corporate ownership in order to resist hostile or volatile events which might result in an uninvited acquisition of the Company. d. Of the remaining 52,500,000 authorized shares, a portion shall be issued to private placement in exchange for Series ‘A’ and Series ‘B’ funding. This portion is anticipated not to be greater than 8,000,000 shares and 33,907,500 shares, respectively. Upon securement of the Series ‘A’ funding round, remaining shares (anticipated not to be greater than 10,592,500 shares) shall be issued to the Founder. e. Of the portion of shares issued to private placement in exchange for Series ‘B’ funding, a portion will be returned to the Company, at zero strike price, upon a change of corporate ownership or at exit. This portion is anticipated not to be greater than 21,907,500 shares, at least a portion of which will constitute at least a portion of the total potential ‘float’ amount toward an initial public offering, or alternatively, offered in a negotiated acquisition agreement. f. Subject to the provisions herein, the Company shall have the power to acquire (by purchase, redemption, or otherwise), hold, own, pledge, sell, transfer, assign, reissue, cancel or otherwise dispose of shares of the Company in the manner and to the extent now or hereafter permitted by the laws of the State of Delaware (but such power shall not imply an obligation on the part of the owner or holder of any share to sell or otherwise transfer such shares to the Company), including the power to purchase, redeem, or otherwise acquire the Company's own shares, directly or indirectly, and without pro rata treatment of the owners or holders of any class or series of shares, unless, after giving effect thereto, the Company would not be able to pay its debts as they become due in the usual course of business or the Company's total assets would be less than its total liabilities (and without regard to any amounts that would be needed, if the Company were to be dissolved at the time of the purchase, redemption, or other acquisition, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those of the holders of the shares of the Company being purchased, redeemed, or otherwise acquired, unless otherwise expressly provided with respect to a series of Preferred Stock). Shares of the Company purchased, redeemed, or otherwise acquired by it shall constitute authorized but unissued shares, unless prior to any such purchase, redemption, or other acquisition, or within thirty (30) days thereafter, the Board of Directors adopts a resolution providing that such shares constitute authorized and issued but not outstanding shares. g. The Board of Directors of the Company may dispose of, issue, and sell shares in accordance with, and in such amounts as may be permitted by, the laws of the State of Delaware and the provisions of these Articles of Incorporation and for such consideration, at such price or prices, at such time or times and upon such terms and conditions (including the privilege of selectively repurchasing the same) as the Board of Directors of the Company shall determine, without the authorization or approval by any shareholders of the Company. Shares may be disposed of, issued, and sold to such persons, firms, or corporations as the Board of Directors may determine, without any preemptive or other right on the part of the owners or holders of other shares of the Company of any class or kind to acquire such shares by reason of their ownership of such other shares. 10) The following provisions shall apply to the Common Stock: a. Except as otherwise provided by the General Corporation Law of Delaware and subject to such shareholder disclosure and recognition procedures (which may include voting prohibition sanctions) as the Company may by action of its Board of Directors establish, issued shares of Common Stock shall have unlimited voting rights and each issued share of Common Stock shall, when validly issued by the Company, entitle the record holder thereof to one vote at all shareholders' meetings on all matters submitted to a vote of the shareholders of the Company. b. In the event that the Company issues new securities at an Effective Price (Effective Price = absolute amount of cash financing received / absolute number of shares issued in exchange for such cash financing) that is lower than the Effective Price for the equity financing round immediately prior, the Effective Price for such additional securities shall be adjusted in accordance with the following formula: EPadjusted = EPinitial * [(A + B) / (A + C)], where: EPadjusted = Effective Price immediately after an issue of new securities EPinitial = Effective Price following the issue of securities immediately prior to the new issue A = Absolute number of shares of Common Stock deemed to be outstanding immediately prior to new issue (includes all shares of outstanding common stock, all shares of outstanding preferred stock on an asconverted basis, and all outstanding options on an as-exercised basis; and does not include any convertible securities converting into this round of financing) B = Aggregate consideration received by the Company with respect to the new issue, divided by EPinitial C = Absolute number of shares of stock issued in the subject transaction The following issuances shall not trigger anti-dilution adjustment: (i) securities issuable upon conversion of any of Preferred Stock, or as a dividend or distribution on Preferred Stock; (ii) securities issued upon the conversion of any debenture, warrant, option, or other convertible security; (iii) Common Stock issuable upon a stock split, stock dividend, or any subdivision of shares of Common Stock; (iv) shares of Common Stock (or options to purchase such shares of Common Stock) issued or issuable to employees or directors of, or consultants to, the Company pursuant to any plan approved by the Company’s Board of Directors, including at least 7,500,000 shares; and (v) shares of Common Stock issued to the Founder for the purpose of maintenance of corporate ownership in order to resist hostile or volatile events which might result in an uninvited acquisition of the Company, including at least 15,000,000 shares. c. In the event of any liquidation, dissolution, or winding up of the Company, either voluntary or involuntary, after payment shall have been made to the holders of any outstanding series of Preferred Stock of the full amount to which they shall be entitled, the holders of Common Stock shall be entitled, to the exclusion of the holders of the Preferred Stock of any and all series, to share, ratably according to the number of shares of Common Stock held by them, in all remaining assets of the Company available for distribution to its shareholders. d. In the event that the Company issues shares beyond the amount presently authorized, the shareholders shall have the preemptive right to purchase additional shares in the Company, before any other individual or entity is given such opportunity. e. In the event that shareholders wish to sell or otherwise divest their shares to any third party, the Company shall retain the right of first refusal toward the purchase of such shares. Hence, shareholders will be required to first offer these shares to the Company, prior to selling them to any third party. This provision shall expire upon a change in corporate ownership, including but not limited to an initial public offering, or the execution of a negotiated acquisition agreement. f. All issued shares of the Company, including all shares designated as restricted stock units, will retain full voting privileges, as all other issued shares. 11) The following provisions are inserted for the management of the business and for the conduct of the affairs of the Company, and it is expressly provided that the same are intended to be in furtherance and not in limitation or exclusion of the powers conferred by statute: a. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by these Articles of Incorporation or the Bylaws of the Company, the Directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Company. b. The Board of Directors is expressly authorized to adopt, alter, amend or repeal the Bylaws of the Company. The affirmative vote of at least a twothirds (66.7%) majority of all of the Board of Directors then in office shall be required in order for the Board of Directors to adopt, amend, alter or repeal the Company’s Bylaws. The Company’s Bylaws may also be adopted, amended, altered or repealed by at least a two-thirds (66.7%) majority of the sum total number of voting shares of the Company. The Bylaws of the Company may not be amended, altered or repealed except in accordance with the specific provisions of the existing Bylaws. No Bylaw hereafter legally adopted, amended, altered or repealed shall invalidate any prior act of the Directors or Officers of the Company that would have been valid if such Bylaw had not been adopted, amended, altered or repealed. 12) Neither any amendment or repeal of any Section of this Article 12, nor the adoption of any provision of these Articles of Incorporation inconsistent with this Article 12, shall eliminate or reduce the effect of this Article 12, in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article 12, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision: a. To the fullest extent permitted by the General Corporation Law of Delaware as the same exists or as may hereafter be amended, a Director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a Director. If the General Corporation Law of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director of the Company shall be eliminated to the fullest extent permitted by the General Corporation Law of Delaware, as so amended. b. The Company may indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, she, his or her testator or intestate is or was a Director, Officer, employee or agent at the request of the Company or serves or served at any other enterprise as a Director, Officer, employee or agent at the request of the Company. 13) Benefits afforded employees of this Company shall at least include: a health care plan, a dental care plan, and an employee stock options plan. The Founder, while an employee of the Company or at any other time, shall be excluded from any benefit involving an employee stock options plan. 14) The Company may be dissolved only with authorization of the sum total of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by a unanimous vote of all of the members. 15) The Company reserves the right to amend or repeal any provision contained in these Articles of Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation; provided, however, that notwithstanding any other provision of these Articles of Incorporation, or any provision of law that might otherwise permit a lesser vote or no vote, and in addition to any vote of the holders of any class or series of the stock of the Company, and, as applicable, such other approvals of the Board of Directors of the Company, as are required by law or by these Articles of Incorporation: the unanimous consent of all members of the Board of Directors then in office shall be required to amend, repeal, alter, or adopt any Article, Section, Paragraph, or any part thereof, given hereunder. The BYLAWS of HealthMed Corp (the “Company”), a Delaware Corporation as Duly Adopted by Resolution of Its Board of Directors ARTICLE the FIRST SHAREHOLDERS Section One. Annual Meeting. An annual meeting shall be held once each calendar year for the purpose of electing Directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors from time to time. Section Two. Special Meetings. Special meetings of the shareholders may be requested by the Chief Executive Officer, the Board of Directors, or the holders of a majority of the issued Common shares plus issued restricted stock units. For the purposes of this Section Two, a majority means at least and by no means less than, fifty percent (50%). Section Three. Notice. Written notice of all shareholder meetings, whether regular or special meetings, shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be mailed to all shareholders of record at the address shown on the corporate books, at least 10 days prior to the meeting. Such notice shall be deemed effective when deposited in ordinary U.S. mail, properly addressed, with postage prepaid. Section Four. Place of Meeting. Shareholder meetings shall be held at the Company's principal place of business unless otherwise stated in the notice. Section Five. Quorum. A two-thirds (66.7%) majority of the issued Common shares of the Company, plus issued restricted stock units, whether represented in person or by proxy, shall constitute a quorum at a shareholder meeting. In the absence of a quorum, a majority of the represented shares may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The shareholders present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some shareholders results in representation of less than a quorum. Section Six. Informal Action. Except as otherwise provided in these Bylaws and the Articles of Incorporation of the Company, any action required to be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, shall be signed by all, but not less than all, of the shareholders who would be entitled to vote at a meeting for such purpose and shall be filed with the Company at its prinicipal place of business. ARTICLE the SECOND DIRECTORS Section One. Governance. The property, affairs, and business of the Company shall be managed by a Board of Directors consisting of a sum total of five (5) Directors. Section Two. Election and Term of Office. The Directors shall be elected at the annual shareholder meeting. Each Director shall serve a term of two (2) years, or until a successor has been elected and qualified. Section Three. Quorum. A majority of the sum total number of Directors shall constitute a quorum. Section Four. Adverse Interest. In the determination of a quorum of the Directors, or in voting, the disclosed adverse interest of a Director shall not disqualify the Director or invalidate his or her vote. Section Five. Regular Meeting. An annual meeting shall be held, without notice, immediately following and at the same place as the annual meeting of the shareholders. The Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution. At least ten (10) days prior to each Regular Meeting, the Chairman shall send a proposed agenda to each Director; notwithstanding any proposed agenda, all Regular Meetings shall be open forums at which any Director may propose to discuss and request a vote on any issue relevant to the operation of the Company. Minutes of each meeting shall be sent to the Board of Directors within thirty (30) days after the meeting. Section Six. Special Meeting. Special meetings may be requested by the Chief Executive Officer, or any two Directors by providing written notice at least five (5) days prior, by ordinary United States mail, effective when mailed. Minutes of the meeting shall be sent to the Board of Directors within thirty (30) days after the meeting. Section Seven. Procedures. The vote of a majority of the Directors present at a properly called meeting at which a quorum is present shall be the binding act of the Board of Directors, unless the vote of a greater number is required by law, by the Articles of Incorporation of the Company, or by these Bylaws for a particular resolution. A Director of the Company who is present at a meeting of the Board of Directors at which action on any matter involving the Company is taken, shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records. Section Eight. Informal Action. Any action required to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors or of a committee of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is approved by all of the Directors or all of the members of the committee of Directors, as the case may be. For the purpose of this Section Eight, such approval may be gained through a consensus via electronic mail and undertaken via either electronic mail, teleconference or videoconference, as appropriate. Section Nine. Removal and Vacancies. A Director shall be subject to removal, with or without cause, at a meeting of the shareholders called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by resolution of the remaining Directors. A Director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified. Section Ten. Committees. To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees. ARTICLE the THIRD OFFICERS Section One. Number of Officers. The Officers of the Company shall number three (3) and shall consist of a Chief Executive Officer, a Chief Financial Officer, and a President and Chief Marketing Officer. a. Chief Executive Officer. The Chief Executive Officer shall be present at all meetings of the Board of Directors and its Executive Committee, if such a committee is created by the Board. This individual shall make reports regarding the health and direction of the total organization, as directed and authorized by the Board of Directors, from time to time, but no less often than at each meeting of the Board of Directors. In the absence of and prior to the creation of the nonOfficer, regular employment position of Secretary of the Company, the Chief Executive Officer shall give notice of all meetings of the Board of Directors and Executive Committee, if any; shall keep an accurate list of the Directors; shall have the authority to certify any records, or copies of records, as the official records of the organization; shall maintain the minutes of the Board of Directors' meetings and all committee meetings; and shall perform the duties ascribed to the Secretary of the Company under the Article the Fifth, herein. b. Chief Financial Officer. The Chief Financial Officer shall be responsible for conducting the financial affairs of the Company as directed and authorized by the Board of Directors and the Chief Executive Officer, and shall make reports of the organization's finances as required, but no less often than at each meeting of the Board of Directors. c. President and Chief Marketing Officer. The President and Chief Marketing Officer shall be responsible for conducting the operational and supply chain functions of the Company, as well as overseeing all of its marketing, advertising, sales, and promotional functions, as directed and authorized by the Board of Directors and the Chief Executive Officer. This individual shall make reports regarding the operational and promotional activities of the organization as required and as directed and authorized by the Board of Directors, but no less often than at each meeting of the Board of Directors. Section Two. Election and Term of Office. The Officers shall be elected annually by the Board of Directors at each annual meeting of the Board of Directors, immediately following the annual meeting of the shareholders. Each Officer shall serve a one year term or until a successor has been elected and qualified. Section Three. Removal or Vacancy. The Board of Directors shall have the power to remove an Officer or agent of the Company. Any vacancy that occurs for any reason may be filled by resolution of the Board of Directors. ARTICLE the FOURTH EXECUTION of INSTRUMENTS All instruments that are executed on behalf of the Company which are acknowledged and which affect an interest in real estate shall be executed by dual authorization of the Chief Executive Officer and the Chief Financial Officer. All other instruments executed by the Company, including a release of mortgage or lien, may be executed by single authorization of either the Chief Executive Officer or the Chief Financial Officer. Notwithstanding the preceding provisions of this Article the Fourth, any written instrument may be executed by any Officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors. ARTICLE the FIFTH SHARES The Company will be required to issue Stock Certificates, without demand, upon any transfer, sale, or vestment of stock in the Company. The holders of any shares of the Company shall immediately notify the Company or one of its transfer agents and registrars of any loss or destruction of the certificate representing the same. The Company may issue a new certificate in the place of any certificate theretofore issued by it alleged to have been lost or destroyed upon such terms and under such regulations as may be adopted by the Board of Directors or the Secretary, and the Board of Directors or Secretary may require the owner of the lost or destroyed certificate or the owner's legal representatives to give the Company a bond in such form and for such amount as the Board of Directors or Secretary may direct, and with such surety or sureties as may be satisfactory to the Board of Directors or the Secretary to indemnify the Company and its transfer agents and registrars against any claim that may be made against it or any such transfer agent or registrar on account of the alleged loss or destruction of any such certificate or the issuance of such new certificate. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors or the Secretary, it is proper so to do.
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