ARTICLES OF INCORPORATION

OF

LEARN AHEAD, INCORPORATED

Corporation Law
Atty. Joanne Ranada

Wednesday 4:30-9:30pm FCJ 205

Aaron Cananua

Timothy Chen

Joey De Guzman

Athena de Paz

Lady Dineros

Paolo Dizon
I. Prefatory Paragraph

KNOW ALL MEN BY THESE PRESENTS: That we, all of whom are residents of the
Philippines, have this day voluntarily associated ourselves together for the purpose of forming a
PRIVATE STOCK ACADEMIC CORPORATION under the laws of the Philippines, and we
hereby certify:

II. Corporate Name

The name of this corporation shall be: LEARN AHEAD, INCORPORATED

III. Purpose Clause

PRIMARY PURPOSE

To establish operate and maintain an education institution or institutions for instruction

and training of the youth in all branches of arts and sciences. Offering classes in primary
and secondary instruction as well as university and collegiate course; and for the said
purpose to acquire, dispose, posses, administer any and all kinds of property within what
the law allows. Towards this end;

SECONDARY PURPOSES

To patent, trademark research, develop, license, invest, manufacture, purchase or acquire

in a lawful manner, any and all kinds of property be it intellectual, personal, and real.

IV. Principal Office Address

That the place where the principal office of the corporation is to be established is at:

Room 512, 5th Floor, G.T. International Tower, Barangay Bel Air
6813 Ayala Avenue corner H.V. dela Costa Street
Makati City, 1227, Metro Manila, Philippines

V. Corporate Term

That the term for which the corporation is to exist perpetually from and after the date of
issuance of the certificate of incorporation by the Securities and Exchange Commission

VI. Incorporators
 That the names and residence of the incorporators of said corporation are as follows:

NAME WHOSE RESIDENCE IS AT

Timothy Chen 281 Houston St., Makati

Joey De Guzman 121 Toronto St., Makati

Athena de Paz 938 Chicago St., Makati

Lady Dineros 192 Portland St., Makati

Paolo Dizon 523 Cleveland St., Makati

VII. Directors

That the number of directors of the corporation shall be five (5). That the names and
residences of the directors of the corporation are as follows:

NAME WHOSE RESIDENCE IS AT

Timothy Chen 281 Houston St., Makati

Joey De Guzman 121 Toronto St., Makati

Athena de Paz 938 Chicago St., Makati

Lady Dineros 192 Portland St., Makati

 Paolo Dizon 523 Cleveland St., Makati

VIII. Capitalization

A. Shares of stock and classification

That the authorized capital stock of the corporation is TWENTY MILLION (P 20,
000,000.00) pesos in lawful money of the Philippines, divided into TWO HUNDRED TWENTY
THOUSAND (220,000) common shares with the par value of FIFTY (P50.00) pesos per share
and NINETY THOUSAND (90,000) redeemable preferred shares with the par value of ONE
HUNDRED (P 100.00) pesos per share;

B. Stock Subscription

That at least twenty five (25%) percent of the authorized capital stock above has been
subscribed as follows:

NAME OF KIND OF NATIONALITY NO. OF AMOUNT

SUBSCRIBERS SHARE SHARES SUBSCRIBED
SUBSCRIBED

MIGUEL,
SEBASTIAN PREFERRED FILIPINO 5000 P 500,000.00

DIZON, PAOLO COMMON FILIPINO 10000 500,000.00

DEPAZ, ATHENA COMMON FILIPINO 10000 500,000.00

DINEROS, LADY COMMON FILIPINO 10000 500,000.00

 DE GUZMAN,
JOEY COMMON FILIPINO 10000 500,000.00

CANANUA,
AARON COMMON FILIPINO 10000 500,000.00

CHEN, TIMOTHY COMMON FILIPINO 10000 500,000.00

FARAON, LOUIE PREFERRED FILIPINO 7500 750,000.00

JUAN, ANGELO PREFERRED FILIPINO 7500 750,000.00

TOTAL 80,000 shares P 5,000,000.00

C. Capital Requirements

That the above-named subscribers have paid at least twenty-five (25%) percent of the
total subscription as follows:

NAME OF SUBSCRIBERS AMOUNT SUBSCRIBED TOTAL PAID-UP

MIGUEL, SEBASTIAN P 500,000.00 P 100,000.00

DIZON, PAOLO 500,000.00 87,500.00

 DE PAZ, ATHENA 500,000.00 87,500.00

DINEROS, LADY 500,000.00 100,000.00

DE GUZMAN, JOEY 500,000.00 175,000.00

CANANUA, AARON 500,000.00 100,000.00

CHEN, TIMOTHY 500,000.00 200,000.00

FARAON, LOUIE 750,000.00 200,000.00

JUAN, ANGELO 750,000.00 200,000.00

TOTAL P 5,000,000.00 P 1,250,000.00

D. Restrictions and Preference

The redeemable preferred shares shall have the following features:

a. Non-voting – Holders of the redeemable preferred shares shall not have the right to vote,
except on matters unless as provided by the Revised Corporation Code with respect to
which holders of non-voting shares shall nevertheless be entitle to vote on.

b. Dividends – Holders of the redeemable preferred shares shall be entitled to receive

dividends at the same rate as holders of common shares; provided, however, that
dividends declared on the redeemable preferred shares shall first be paid before dividends
are paid on the common shares.
 c. Redemption Privilege – Provided that the Corporation has after such redemption,
sufficient assets in its books to cover its debt and liabilities inclusive of capital stock, the
Corporation may redeem the redeemable preferred shares at any time, from time to time,
in whole or in part, as may be determined by the Corporation’s Board of Directors, within
a period not exceeding twenty (20) years from the date of issuance thereof, at a price that
may be determined by the Board of Directors, which shall not be lower than Two
Hundred Pesos (P200.00) per share, provided that the Corporation has, after such
redemption, sufficient assets in its books to cover its debt and liabilities inclusive of
capital stock.

d. Preference in liquidation – In the event of any dissolution or liquidation or winding up,

whether voluntary or involuntary, of the Corporation, except in connection with a merger
or consolidation, the holders of redeemable preferred shares shall be entitled to be paid in
full both the par value of the shares and the unpaid dividends accrued thereon before any
amount shall be paid to the holders of the common shares.

That the issuance, sale and transfer of shares to persons or entities not qualified under the
Philippine Laws, whether such issuance, sale, or transfer is voluntary or otherwise, shall not be
recognized nor registered in the books of the Corporation.

That in the event that the Corporation shall find that a stockholder is not qualified, or has
in any manner lost his qualifications to own such stock, the Corporation, through its Corporate
Secretary, shall notify the disqualified stockholder to transfer his shares in the Corporation to a
qualified person within one (1) business day from receipt of notice, failing which the
Corporation may acquire the shares into treasury, and subject to other requirements under the
Corporation Code. If the corporation has no sufficient unrestricted retained earnings or is
unwilling to acquire the shares the Corporation through its Board of Directors, shall have the
right to designate any qualified and willing person to purchase the shares of the disqualified
stockholder within such time as the Board may fix, at book value per share, as reflected in the
latest audited financial statements of the Corporation. If at the time of the disqualification, the
shares of the Corporation are already listed in the Philippine Stock Exchange, the purchase price
shall be fixed at the then prevailing market value of such shares. For purposes of this provision,
the prevailing market price of the shares of the Corporation is the price in the Philippine Stock
Exchange on the last trading day immediately preceding the date of purchase. Upon payment or
tender of payment of the shares to the disqualified stockholder, the Secretary of the Corporation
shall be considered the Attorney-In-Fact of the disqualified stockholder and shall have full
authority to transfer the shares of the Corporation to the purchaser designated by the Board
without need of further authorization from the disqualified stockholder, the disqualified
stockholder, upon demand, shall surrender to the Corporation the certificates of stock, duly
endorsed, for cancellation. The failure of the disqualified stockholder to surrender the certificates
shall not, however, prevent the transfer from being registered in the books of the Corporation.

IX. No-transfer Clause

 No transfer of stock or interest which shall reduce the ownership of Filipino citizens to
less than the required percentage of the capital stock as provided by existing laws shall be
allowed or permitted to be recorded in the proper books of the corporation and this restriction
shall be indicated in all stock certificates issued by the corporation.

X. Treasurer

That AARON S. CANANUA has been elected by the subscribers as Treasurer of the
corporation to act as such until her successor is duly elected and qualified in accordance with the
by-laws; and that, as such Treasurer, he has been authorized to receive for and in the name and
for the benefit of the corporation, all subscriptions paid in by the subscribers.

XI. Undertaking to Change Name

The incorporators undertake to change the name of the corporationimmediately upon

receipt of notice or directive from the Securities and ExchangeCommission that another
corporation, partnership, or person has acquired a prior right to theuse of that name or that the
name has been declared misleading, deceptive, confusinglysimilar to a registered name, or
contrary to public morals, good customs or public policy.

IN WITNESS WHEREOF, we have set our hand this _ 3rd day _ of _ April _ 2019.

Timothy Chen Joey De Guzman

Athena de Paz Lady Dineros

Paolo Dizon
ACKNOWLEDGMENT

BEFORE ME, a notary public for and in the Republic of the Philippines, this _ 3rd day _
of April _ 2019, personally appeared:

NAME Driver’s License Number Issuing Authority

Timothy Chen XX2389749829 LTO EAST

Joey De Guzman XX2385349878 LTO EAST

Athena de Paz XX2389549532 LTO EAST

Lady Dineros XX2389745800 LTO EAST

Paolo Dizon XX2389788895 LTO EAST

all known to me to be the same persons who executed the foregoing Articles of Incorporation
and they acknowledged to me that the same is of their free and voluntary act and deed.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal on the
date and at the place first above written.

NOTARY PUBLIC
Until December 31, 2020

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2019.
Treasurer’s Affidavit

REPUBLIC OF THE PHILIPPINES )

City of Makati )S.S.

I, Aaron Emmanuel E. Cananua, being duly sworn, depose and say:

That I have been elected by the subscribers of the corporation as Treasurer thereof, to act
as such until my successor has been duly elected and qualified in accordance with the by-laws of
the corporation, and that as such Treasurer, I hereby certify under oath that at least 25% of the
authorized capital stock of the corporation has been subscribed and at least 25% of the
subscription has been paid, and received by me in cash/property for the benefit and credit of the
corporation.

This is also to authorize the Securities and Exchange Commission to examine and verify
the deposit in the _Rizal Commercial Banking Corporation, Yuchenco Tower, RCBC Plaza,
Makati Branch in my name as treasurer in trust for Learn Ahead Academy in the amount of
One Million Two Hundred Fifty Thousand Pesos_( ₱ 1,250,000.00 ) representing the paid-up
capital of the said corporation which is in the process of incorporation. This authority is valid
and inspection of said deposit may be made even after the issuance of the Certificate of
Incorporation to the corporation. Should the deposit be transferred to another bank prior to or
after incorporation, this will also serve as authority to verify and examine the same. The
representative of the Securities and Exchange Commission is also authorized to examine the
pertinent books and records of accounts of the corporation as well as all supporting papers to
determine the utilization and disbursement of the said paid-up capital.

In case the said paid-up capital is not deposited or withdrawn prior to the approval of the articles
of incorporation, I, in behalf of the above named corporation, waive our right to a notice and
hearing in the revocation of our Certificate of Incorporation.

Aaron Emmanuel E. Cananua

Treasurer

SUBSCRIBED AND SWORN to before me this 20th day of March, 2019

at Makati City, Philippines, affiant exhibiting to me his/her _Driver’s License with number
XX8713892 issued by ___LTO____ on __1/15/2019_.

NOTARY PUBLIC
Until December 31, 2020
Doc. No. ________;
Page No. ________;
Book No. ________;
Series of 2019.
BYLAWS

Section I- OFFICE: The office of the corporation shall be located at 6813 Ayala Avenue
corner H.V. dela Costa Street, Makati City, at the principal place of business of said corporation
in said city, or at such other place in said city as the Board of Directors may, from time to time,
determine and fix.

Section II- SEAL: The corporate seal of the corporation shall consist of a circular design
on which is inscribed the name of the corporation.

Section III- MEETINGS: All meetings of the stockholders and directors of the
corporation shall be held at the office of the corporation as above defined.

Section IV-MEETINGS; PROXIES: Stockholders may vote at all meetings either in

person or by proxy duly given in writing in favor of any person and presented to the secretary for
inspection and record at least twenty-four hours before the time set for the meeting.

Section V-MEETINGS; QUORUM: A majority of stock issued and subscribed and

entitled to vote shall be requisite at every meeting to constitute a quorum for the election of
directors or for the transaction of any other business whatsoever.

Section VI-MEETINGS; VOTING: Voting upon all questions at all meetings of the
stockholders shall be made by shares of stock and not per capita or otherwise, each share of stock
being counted as one vote.

Section VII- ANNUAL MEETING: The annual meeting of the stockholders shall be held
in the first Monday of February of each calendar year at the office of the corporation when they
shall elect by cumulative voting by ballot nine directors for one year until their successors are
elected and qualified. Every stockholder is entitled to vote according to the number of shares in
his name paid or unpaid on the date that the stock and transfer books of the corporation are
closed for the meeting.

Section VIII-NOTICE OF MEETING: Written notice of the annual meeting of the

corporation shall be mailed to each registered shareholder at the address, within the Philippines,
which said shareholder shall have registered for the purpose. Said notice shall be so mailed at
least fifteen days prior to the date of said meeting. No notice shall be required to be sent to any
address outside the Philippines.

Section IX-ELECTIONS: All election of directors shall be conducted in the manner

provided by the corporation law of the Philippines under its general provisions and with such
formalities and machinery as the officer presiding the meeting shall then and there prescribe.

Nine directors shall be elected every year.

 Section X-SPECIAL MEETINGS: Special meetings of the stockholders may be called by
the Chairman of the Board at the latter’s discretion, or may be called at the request in writing to
the Chairman of the Board, signed by the majority of the Board of Directors or by two or more
registered stockholders owning at least one-fourth of the issued and outstanding shares entitled
vote.

Section XI-NOTICE OF SPECIAL MEETINGS: A written notice stating the day, hour
and place of the meeting and the general natures of the business to be transacted shall be sent to
each stockholder registered at the central office of the corporation at least ten days inclusive of
the day of mailing, before the date of every special meeting, directed to the address within the
Philippines, which said stockholder have registered for the purpose.

Section XII-OFFICERS: The officers of the corporation shall be consist of the Chairman
of the Board, the Vice Chairman, the Treasurer and the Secretary whose powers and duties shall
be as hereinafter provided and who shall be elected annually to said offices by a majority vote of
the Board of Directors.

Section XIII-CHAIRMAN OF THE BOARD: The Chairman of the Board of Directors

who shall be selected by the Board from their own number shall be the Chief Executive Officer
of the Academy. He shall preside at all meetings of stockholders and Directors and shall exercise
general supervision of the affairs of the corporation. He shall countersign all stock certificates of
the corporation.

Section XIV-VICE CHAIRMAN: The Vice Chairman of the Board of Directors shall,
likewise, be selected by the Board of Directors shall, likewise, be selected by the Board of
Directors from their own number. He is vested with all the powers and authority, and is required
to perform all the duties of the Chairman of the Board during the absence or inability of the latter
for any cause. The Vice Chairman may also accept any assignment in connection with the
Academy’s administration that the Board may entrust to him.

Section XV-TREASURER: The Treasurer shall be appointed by the Board of Directors

from among the stockholders of the corporation. Subject to the authority of the Board of
Directors, he shall keep full and accurate account of receipt and disbursements and of other
business transactions and shall be the custodian of the funds and properties of the corporation.
He shall maintain liaison with the Controller for the purpose of establishing control over the
disbursements, preparing and controlling payrolls, obtaining information on cash positions,
obtaining values for financial projections and similar activities.

The Treasurer shall be concerned with the broad policies on the custody funds,
borrowing, and bank relationships and shall be:

1. Accountable for the custodianship of all cash funds and all financial assets
of the Academy while directing the handling of cash receipts, disbursements and balances
and other related procedures.
 2. Responsible for the income receipts and receivables form tuition fees,
deposits and other income, the Academy’s investment portfolio and other trust funds and
temporary investments of excess operating funds, the programming of disbursements of
the Academy through purchase orders for equipment supplies and services and for
projecting financial needs and borrowing of funds.

3. Responsible for the preparation of the daily cash position report and cash
flow statements, for determining available operating funds for borrowing funds when
required to meeting operation or capital improvement expenses, and for making
temporary investments approved by the Board of Directors.

4. Responsible for the custodianship of the Academy’s real estate properties

the safekeeping of securities and real estate documents, the depositing of funds in banks
designated by the Board of Directors, the payment of all debts and obligations duly
approved for payment, all taxes, both income and real estate, and the adequate insurance
coverage of the properties of the academy, the selection of reliable insurance companies,
the payment of insurance premiums for such coverage upon approval by the Board of
Directors.

The Treasurer shall perform such other duties as may be assigned to him from times to
time by the Board of Directors through the Chairman of the Board.

Section XVI-SECRETARY: The Board shall appoint the Secretary. The Secretary shall
perform all duties generally devolving upon his position such as affixing his signature on all
stock certificates of the corporation and such other duties as may be assigned to him by the
Board of Directors.

Section XVII-PRESIDENT OF THE ACADEMY: The President shall be appointed by

the Board of Directors from their own number. He shall be the Chief Operating Officer and shall
direct and administer the academic affairs of the Academy. He shall also perform such other
functions and duties as the Board or the Chairman may prescribe and delegate.

Section XVIII- THE VICE-PRESIDENT: If one or more Vice Presidents are appointed,
he/they shall have such powers and shall perform such duties as may from time to time be
assigned to him/them by the Board of Directors or by the Chairman.

Section XIX-VICE PRESIDENT FOR ACADEMIC-AFFAIRS: the Vice President for

Academic Affairs shall be appointed by the Board of Directors. Subject to the authority of the
Board of Directors he shall generally assist the President in the planning and execution of the
academic activities of the Academy and shall assume all the academic powers and functions of
the President in the absence or inability of the latter for any cause. It shall be the primary
function of the Vice President for Academic Affairs to foster and nurture the growth of
excellence of the Academy and toward this end shall encourage and promote new programs and
improve existing ones, propose educational changes and innovations, and provide leadership and
guidance in all academic areas of the Academy. His duties shall include:

1. Formulation of educational policies and the rules and regulations for their
implementation.

2. Coordination, standardization and/or improvement of the various curricular

programs of the Academy and maintenance of the standards of instruction.

3. Supervision of all curricular and extra-curricular activities of all Institutes

and Schools in collaboration with the deans and principals; general supervision over the
academic advising of students and the handling of student requests for exemption from
the academic standards and rules.

Section XX-REMOVAL AND SUSPENSION OF OFFICERS: All the officers of the

corporation shall be subject to removal or suspension by resolution of the Board at any time,
with or without cause, provided a majority of the Board shall vote in favor thereof.

Any officer shall be subject to peremptory suspension by order of the Chairman of the
Board in writing, subject to the subsequent action of the Board of Directors.

Section XXI-BOARD QUORUM: A majority of directors shall be necessary at all

meetings to constitute quorum for the transaction of any business.

Section XXII-BOARD MEETING: The Board of Directors shall hold one regular
meeting every month. Special meetings may be called by the Chairman on one day’s notice to
each director either personally or in writing, and may be called in like manner and on like notice
on the written request of four directors.

Section XXIII-BOARD POWERS: The control and management of the business of the
corporation is vested in a Board of nine directors, elected by the stockholders in the manner
provided in Section 7 of these by-laws. The Board is vested with such powers and authorities as
herein granted by these by-laws or by the statues of the Philippines.

Section XXIV-BOARD COMPENSATION: Directors shall receive salary or

compensation for their services and the same shall be fixed by the Board. Nothing herein
contained shall be construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefor in addition to his compensation as such director.
 Section XXV-VACANCIES: Whenever the office of the Chairman of the Board, Vice
Chairman, Treasurer, Secretary, or President of the Academy becomes vacant by death,
resignation, or disqualification, the Board of Directors, by a majority vote, may choose a
successor.

In case of continued absence of a director, the Board of Directors may, after six months,
choose or appoint his successor until his return. The Board of Directors may, however, upon the
departure or illness of a director, at his request, choose or appoint immediately his successor to
be recommended by him, and who will act in his place during his absence.

In case of death, resignation, or disqualification of a director, the Board of Directors shall

elect a successor who shall act until the next annual meeting of stockholders when the
stockholders shall elect another director for the unexpired term only.

Section XXVI-EXECUTIVE COMMITTEE: There shall be an Executive Committee

composed of five 5 members, the Chairman, the Vice Chairman, the President and two 2 other
Officers or Directors of the Corporation who shall be designated by the Board of Directors. The
Executive Committee shall have functions and duties as the Board of Directors may prescribe
and/or designate.

Section XXVII-TRANSFER: STOCK: All transfers of stock corporation shall be made

upon the books of the corporation by the holder of the shares in person or by his legal
representative.

Section XXVIII-STOCK REGISTER: The corporation shall be entitled to treat the

registered holder of any share as the absolute owner thereof, and shall not be bound to recognize
any equitable or other claims or any interest in such share on the part of any other person,
regardless of whether or not it has express or other notice thereof.

Section XXIX-CANCELLATION OF CERTIFICATES: At the time of transfer of shares

of stock, the outstanding certificates thereof shall be surrendered and cancelled prior to the
issuance of new certificates, save as in the succeeding paragraph provided.

Section XXX-LOST CERTIFICATES: Any person claiming a certificate of stock to be

lost or destroyed shall have an affidavit of that fact and shall at his expense, advertise the same in
such manner as the Board may require and at the discretion of the Board, shall give the
corporation a bond of indemnity in the form and with the securities satisfactory to the Board, in a
sum at least double the par value of such certificate whereupon the Chairman of the Board and
Secretary may issue a new certificate of the same tenor with the one alleged to be lost or
destroyed.
 Section XXXI-INSPECTION OF ACCOUNTS: The books, accounts and records of the
corporation shall be open to inspection by any stockholder at all reasonable times during
business hours.

The books of accounts must be audited yearly by an independent certified public

accountant who must not be a stockholder or officer of the corporation, who shall be elected by
the stockholders every year, and whose report shall be addressed to the stockholders thru the
Board. This power to elect the independent certified public accountant may be delegated to the
Board by a majority vote of stockholders.

Section XXXII-FISCAL YEAR: The business year of the corporation shall begin on the
first day of June and shall end with the last of May of the following year, provided, however, that
in the event the school calendar is revised in the future the business year shall end with the last
day of the month in which the school year ends.

Section XXXIII-NOTICE: Whenever notice is required by these by-laws to be given to

the stockholders or to the directors or to any officer of the corporation, personal notice is not
meant, unless expressly so stated, and any notice so required shall be deemed to be sufficient if
given by depositing the same in the post office properly stamped and addressed to such
stockholders, directors, or officers, and such notice shall be deemed to have been given at the
time of such mailing.

Section XXXIV-AMENDMENTS: The Stockholders by affirmative vote of the majority

of the stock issued and subscribed, may, at any regular meeting or upon notice, at any special
meeting, alter or amend these by-laws. Likewise, the power to amend or repeal by-laws may be
delegated to the Board of Directors in the manner provided in the corporation law of the
Philippines.