Articles of Incorporation

Of
DESCANSA EN PAZ, INC.

KNOW ALL MEN BY THESE PRESENTS:

The undersigned incorporators, all of legal age and majority of whom are
residents of the Philippines, have this day voluntarily agreed to form a stock corporation
under the laws of the Republic of the Philippines;

AND WE HEREBYCERTIFY:

FIRST: That the name of said corporation shall be:

DESCANSA EN PAZ, INC.

SECOND:

A. That the primary purpose for which such corporation is:

To acquire by purchase, own, hold, manage, administer, lease or operate the one
hundred eighty two (182) condominium units of the Descansa en Paz, Inc. for the benefit
of its shareholders.

B. That the secondary purposes of this Corporation are as follow:

1. In accordance with the requirements of the law, to raise money from the
sale of its securities, including to its stockholders for any of the purposes of the
Corporation, and from time to time without limit as to amount, to draw, make, accept,
endorse, discount, transfer, assign, execute and issue promissory notes, drafts, bills of
exchange, warrants, bonds, debentures and other negotiable and transferable instruments
and evidence of indebtedness, and for the purpose of securing any of its obligations or
contacts to convey, transfer, assign, deliver, mortgage and/or pledge all or any part of the
property or assets at any time held or owned by the Corporation on such terms and
conditions as the Board of Directors of the Corporation or its duly authorized officer or
agents shall determine and as may be permitted by law;

2. To enter into any lawful arrangement for sharing of profits, union of

interest, reciprocal concession or cooperation, with any corporation, association,
partnership syndicate, entity, person or governmental, municipal or public authority,
domestic or foreign, in the carrying on ofany business or transaction deemed necessary,
convenient or incidental to carrying out any ofthe purposes ofthis corporation:

4. To establish and operate one or more branch offices or agencies and to

carry on any or all of its operations and business without any restrictions as to place or
amount including the right to hold, purchase or otherwise acquire, lease, mortgage,
pledge and convey or otherwise deal in condominiums, buildings and structures
ofwhatever kind or nature anywhere within the Philippines;

5. To purchase or otherwise acquire, and to hold, own, trade and deal in,
mortgage, pledge, assign, sell, exchange, transfer or otherwise dispose of goods, wares,
merchandise and personal property ofevery class and description and to transport the
same in any manner;

6. To apply for, obtain, register, purchase, lease or otherwise acquire, and to

hold, own, use, exercise, develop, operate and introduce, and to sell, assign, grant
licenses or territorial rights in respect of, or otherwise to turn to account or dispose of any
copyrights, trademarks, trade-names, brands, labels, patents, design patents,
improvements or processes used in connection with or secured under letters patent of any
country, government or authority, or otherwise, in relation to any of the purposes herein
stated; and to acquire, use, exercise, or otherwise turn to gain licenses or rights in respect
ofany such copyrights, trademarks, tradenames, brands, labels, patents, design patents,
inventions, improvements, processes and the like;

7. Insofar as may be permitted by law, to purchase or otherwise acquire the

stocks. bond, and other securities or evidence of indebtedness of any other corporation,
association, firm or entity, domestic or foreign, and to issue in exchange therefore its own
stocks, bonds, or other obligations or to pay therefore in cash, or otherwise; to hold for
investment or otherwise own, use, sell deal in, dispose of and turn to account any such
stocks, bonds, or other securities, and exercise the rights and powers of ownership,
including the right to vote thereon for any purpose;

8. lnsofar as may be permitted by law, to do any act or things necessary or

useful for the protection, development, improvement or operation of any person,
corporation, association, firm or entity in or with which this Corporation has an interest
of any kind, whether as stockholder, manager, investment adviser, technical consultant or
otherwise including, among others, the power to extend all kinds of financial assistance
by loan, guaranty, surety, or subsidy to such corporation, association, firm or entity
without engaging in surety business,

9. To purchase, hold, cancel, re-issue, sell, exchange, transfer of otherwise

deal in shares of its own capital stock, bonds or other obligations from time to time to
such an extent and in such manner and upon such terms as its Board of Directors shall
determine; provided that the Corporation shall not use its funds or property for the
purchase of its own shares of capital stock when such use would cause any impairment of
its capital stock, except to the extent permitted by law;

10. To merge, consolidate, combine or amalgamate with any corporation,

firm, association or entity heretofore or here after created in such manner as may be
permitted by law;
 11. To acquire, take over, hold or control all or any part of the business,
goodwill, property and other assets, as may be allowed under the law, and to assume or
undertake the whole or any part of the liabilities and obligations of any person, firm,
association or corporation, whether domestic or foreign, and whether a going concern or
not, engaging in or previously engaged in a business which the Corporation is or may
become authorized to carry on or which may be appropriated or suitable for the purposes
ofthe Corporation, and to pay for the same in cash or in stock, bonds, or securities of the
Corporation or otherwise, and to hold, manage, operate, conduct and dispose of , in any
manner, the whole or part ofany such acquisitions, and to exercise all the powers
necessary or convenient for the conduct and management thereof;

12. To enter into contracts and arrangements of every kind and description for
any lawful purpose with any person, firm, association corporation, municipality, body
politic, country, territory, province, state, government or colony or dependency thereof,
obtain from any government or authority any rights, privileges, contracts and concessions
which the Corporation may deem desirable to obtain, carry-out, perform or comply with
such contacts or arrangements and exercise any such rights, privileges and concessions;

13. To guarantee, for and in behalf ofthe Corporation, obligations of other

corporations or entities in which it has lawful interest, including its affiliated companies,
and to secure the repayment ofthe obligations and liabilities ofany such corporation,
partnership, association in which the Corporation has an interest, including its affiliated
companies, by mortgage, pledge, assignment, deed of trust or other encumbrances upon
the monies and properties of the Corporation; and

14. To do and perform all acts and things necessary, suitable or property for
the accomplishment of any of the purposes herein enumerated or which shall at any time
appear conducive to the protection or benefit of the Corporation, including the exercise of
the powers, authorities and attributes conferred upon corporations organized under the
laws of the Philippines in general and upon domestic corporations in particular.

C. That the Corporation shall have all the express powers of a corporation as
provided for under Section 36 of the Corporation Code of the Philippines.

Provided that the corporation shall not solicit, accept or take investments/placements
from the public neither shall it issue investment contracts.

THIRD: That the principal office of the corporation is located in the Neopolitan
Business Park Regalado Avenue, Greater Lagro Novaliches, Quezon City, 1118 Metro
Manila;

FOURTH: That the corporation shall have perpetual existence from and after the
date of issuance of the certificate of incorporation;
 FIFTH: That the names, nationalities and residences of the incorporators are as
follows:

NAME NATIONALITY RESIDENCE

#059 Paquita St. Brgy. Gulod Novaliches,
Alce, Riza Mae Filipino Quezon City

#005 Alley 05 Estrella Homes Almar

Areja, Eddzon Filipino subdivision, Caloocan city

11-Lovebird St. Area 4, Bagong Silangan

Augis, Jovilyn Filipino Quezon City

360 Kasunduan ext. Brgy. Commonwealth

Cacot, Julie Ann Mae Filipino Quezon City

37 Pasacola Dulo Brgy. Nagkaisang

Cerro, Analy Filipino Nayon Novaliches, Quezon City

Custodio, Jenalyn Mary Filipino Braches St, Project 8, Quezon City

3411 Flora Vista Condominium St. East

Duco, Jhoana Marielle Filipino Fairview, Quezon City

#616E Gen. Lucban St. Brgy. Bagong

Garcia, Rose Lyn Filipino Silangan, Quezon City

Luberanes, Jessa Filipino 16 Lirio st., OCS, Diliman, Quezon City

12 Odonnel St. Brgy Holy Spirit Quezon

Lopez, Jhanmig Carlo Filipino City

76 Lucban Street Brgy Pasong Tamo,

Paraoan, Rochelle Joy Filipino Quezon City

2004 Jeremiah St.Jordan Plains,

Sepe, Angela Filipino Novaliches, QC
Blk 11 Lot 28 Malipaka St. Maligaya park
Suarez, Bea Angelica Filipino Subd. Novaliches, Quezon City
 SIXTH: That the number of directors of the corporation shall be thirteen (13).

The names, nationalities and residences ofthe first directors who are to serve until
their successors are elected and qualified as provided by the by-laws are as follows:

NAME NATIONALITY RESIDENCE

#059 Paquita St. Brgy. Gulod Novaliches,
Alce, Riza Mae Filipino Quezon City

#005 Alley 05 Estrella Homes Almar

Areja, Eddzon Filipino subdivision, Caloocan city

11-Lovebird St. Area 4, Bagong Silangan

Augis, Jovilyn Filipino Quezon City

360 Kasunduan ext. Brgy. Commonwealth

Cacot, Julie Ann Mae Filipino Quezon City

37 Pasacola Dulo Brgy. Nagkaisang

Cerro, Analy Filipino Nayon Novaliches, Quezon City

Custodio, Jenalyn Mary Filipino Braches St, Project 8, Quezon City

3411 Flora Vista Condominium St. East

Duco, Jhoana Marielle Filipino Fairview, Quezon City

#616E Gen. Lucban St. Brgy. Bagong

Garcia, Rose Lyn Filipino Silangan, Quezon City

Luberanes, Jessa Filipino 16 Lirio st., OCS, Diliman, Quezon City

12 Odonnel St. Brgy Holy Spirit Quezon

Lopez, Jhanmig Carlo Filipino City

76 Lucban Street Brgy Pasong Tamo,

Paraoan, Rochelle Joy Filipino Quezon City

2004 Jeremiah St.Jordan Plains,

Sepe, Angela Filipino Novaliches, QC
Blk 11 Lot 28 Malipaka St. Maligaya park
Suarez, Bea Angelica Filipino Subd. Novaliches, Quezon City
 SEVENTH: That the authorized capital stock of the corporation is FIFTEEN
BILLION PESOS (₱ 15,000,000,000.00) in lawful money of the Philippines, divided
into:

(i) Thirteen Billion Five Hundred Thirty Million (13,530,000,000) Common

Shares with par value of One Peso (₱1.00) per share, or the aggregate
amount of Thirteen Billion Five Hundred Thirty Million Pesos
(₱13,530,000,000.00).

(ii) Forty Nine Million (49,000,000) Preferred A Shares with par value of Ten
Pesos (₱10.00) per share, or the aggregate amount of Four Hundred Ninety
Million (₱490,000,000.00).

(iii) Three Million Nine Hundred Eight Thousand (3,908,000) Preferred B

Shares with par value of One Hundred Pesos (₱100.00) per share, or the
aggregate amount of Three Hundred Ninety Million Eight Hundred
Thousand (₱390,800,000.00).

(iv) Two Hundred Ninety Four Thousand Six Hundred (294,000) Preferred C
Shares with par value of One Thousand Pesos (₱1,000.00) per share, or the
aggregate amount of Two Hundred Ninety Four Million Six Hundred
Thousand (₱294,600,000.00).

(v) Twenty Nine Thousand Four Hundred Sixty (29,460) Preferred D Shares
with the par value of Ten Thousand Pesos (₱10,000.00) per share, or the
aggregated amount Two Hundred Ninety Four Million Six Hundred
Thousand (₱294,600,000.00).

The Common Shares

The Common Shares of stock of the Corporation shall enjoy the same rights and
privileges. Subject to the limitations provided by law, only holder ofthe Common Shares
of stock of the Corporation shall be entitled to vote and be voted for in all meetings of the
shareholders ofthe Corporation where such vote is called for (including in the election,
whether regular or special, ofthe members, ofthe Board ofDirectors of the corporation).

The Preferred Shares

l. Subject to the provisions of applicable law, all classes of the Preferred Shares of the
Corporation shall be non-voting;

2. Subscription to any class ofthe Preferred Shares shall be for a minimum of twenty (20)
shares and in multiples oftwenty (20) shares thereafter ("Board Lot");

3. A Preferred Shareholder may not sell or transfer their shares for less than a Board Lot;
4. A Preferred Shareholder may not sell, transfer or otherwise dispose oftheir shares until
the same has been fully paid and subject to the right of first refusal of the Common
Shareholder;

5. A Preferred Shareholder shall be subject to a lock-up ofat least [six (9) months], from
the date he/she/it has fully paid their shares;
6. The Preferred Shareholders shall be entitled to use and occupy, for ten (10) nights per
year (the "Annual Usage Entitlement"), the condominium units owned by the Corporation
Descansa en Paz, Inc. (upon its completion and only when such condominium units are
ready for occupancy), subject to the following limitations:

a. Holders of Preferred A Shares shall be entitled to use the Studio room only:

b. Holders of Preferred B Shares shall be entitled to use the One Bedroom

Deluxe room only:

c. Holders of Preferred C Shares shall be entitled to use the One-Bedroom

Superior room only;

d.Holders of Preferred D Shares shall be entitled to use the One-Bedroom

Premier room only;

e. The exercise by the Preferred Shareholders ofthe Annual Usage Entitlement

shall be subject to the availability of rooms and the reservation rules and
regulations of the Corporation and/or the hotel manager engaged by the
Corporation to manage its property (the "Hotel Manager");

f. Exercise of the Annual Usage Entitlement shall be taken in minimum blocks

of not less than three (3) consecutive nights stay up to a maximum of ten (10)
consecutive nights;

g. A Preferred Shareholder shall only be entitled to their Annual Usage

Entitlements upon full payment of their shares and payment of all annual dues
and service fees, provided further, that such Preferred Shareholders are not
considered as delinquent;

h. Use of rooms in excess ofa Preferred Shareholders' Annual Usage Entitlement

shall be paid at the standard published rate of the Hotel Manager and paid
immediately upon checkout;

i. Preferred Shareholders may only transfer the use of all or a part of their
Annual Usage Entitlement to direct family member, who shall be subject to
the same rules and regulations provided herein;
For the avoidance of doubt, the corresponding classes of Preferred Shares to room class
shall be as follows:

Class of Preferred Shares Corresponding Room

Preferred A Shares Class Studio Room
Preferred B Shares One Bedroom Deluxe Room
Preferred C Shares One Bedroom Superior Room
Preferred D Shares One Bedroom Premier Room

7. The Preferred Shareholders shall no longer participate in any dividend declaration

ofthe Corporation.

Obligations of the Preferred Shareholder:

a. Comply, observe and obey the rules and regulations to be adopted and provided by the
Corporation and/or the Hotel Manager for the use and proper governance of the
condominium units owned by the Corporation Descansa en Paz, Inc. and such other
equipment, machineries or furniture appurtenant thereto.

Other Rights and Privileges of the Preferred Shareholders:

a. Right to use the amenities and facilities of Descansa en Paz, Inc. during the exercise by
a Preferred Shareholder of their Annual Usage Entitlements;

b. Right to avail ofthe discounted rates for the use and occupancy of room ofthe Descansa
en Paz, Inc. in excess of the Preferred Shareholders' Annual Usage Entitlements.

9. Denial of Pre-emptive Rights

No stockholder of any class shall be entitled to any pre-emptive right to purchase,
subscribe for, or receive any part of the shares of the Corporation, whether issued from
its unissued capital or its treasury stock.
 EIGHT: That the number of shares of the authorized capital stock-stated has been
subscribed as follows:

NAME OF NO. OF SHARES AMOUNT AMOUNT

NATIONALITY
SUBSCRIBERS SUBSCRIBED SUBSCRIBED PAID
Alce, Riza Mae Filipino 1,000,000,000 ₱ 1,000,000,000.00 ₱ 250,000,000.00

Areja, Eddzon Filipino 500,000,000 ₱ 500,000,000.00 ₱ 225,000,000.00

Augis, Jovilyn Filipino 500,000,000 ₱ 500,000,000.00 ₱ 130,000,000.00

Cacot, Julie Ann Mae Filipino 500,000,000 ₱ 500,000,000.00 ₱ 100,000,000.00

Cerro, Analy Filipino 250,000,000 ₱ 250,000,000.00 ₱ 80,000,000.00

Custodio, Jenalyn Mary Filipino 250,000,000 ₱ 250,000,000.00 ₱ 100,000,000.00

Duco, Jhoana Marielle Filipino 190,000,000 ₱ 190,000,000.00 ₱ 90,000,000.00

Garcia, Rose Lyn Filipino 130,000,000 ₱ 130,000,000.00 ₱ 30,000,000.00

Luberanes, Jessa Filipino 130,000,000 ₱ 130,000,000.00 ₱ 60,000,000.00

Lopez, Jhanmig Carlo Filipino 125,000,000 ₱ 125,000,000.00 ₱ 80,000,000.00

Paraoan, Rochelle Joy Filipino 104,000,000 ₱ 104,000,000.00 ₱ 22,000,000.00

Sepe, Angela Filipino 71,000,000 ₱ 71,000,000.00 ₱ 20,000,000.00

Suarez, Bea Angelica Filipino 250,000,000 ₱ 250,000,000.00 ₱ 50,000,000.00

TOTAL 4,000,000,000 ₱ 4,000,000,000.00 ₱ 1,237,000,000.00

 Ninth: That BEA ANGELICA SUAREZ has been elected by the subscribers as
Treasurer of the Corporation to act as such until after the successor is duly elected and
qualified in accordance with the bylaws, that as Treasurer, authority has been given to
receive in the name and for the benefit of the corporation, all subscriptions, contributions
or donations paid or given by the subscribers or members, who certifies the information
set forth in the seventh and eighth clauses above, and that the paid-up portion of the
subscription in cash and/or property for the benefit and credit of the corporation has been
duly received.

Tenth: That the incorporators undertake to change the name of the corporation
immediately upon receipt of notice from the Commission that another corporation,
partnership or person has acquired a prior right to the use of such name, that the name has
been declared not distinguishable from a corporation, or that it is contrary to law, public
morals, good customs or public policy.

Eleventh: No transfer of stock or interest which shall reduce the ownership of

Filipino citizens to less than the required percentage of capital stock as provided by
existing laws shall be allowed or permitted to be recorder in the proper books of the
corporation, and this restriction shall be indicated in all stock certificates issued by the
corporation.

IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation, this

26thday of January, 2021, in the City/Municipality of Quezon City, Republic of the
Philippines.

CERRO, ANALY LOPEZ, JHANMIG

ALCE, RIZA MAE

PARAOAN, ROCHELLE

AREJA, EDDZON CUSTODIO, JENALYN

MARY
SEPE, ANGELA

AUGIS, JOVILYN DUCO, JHOANA MARIELLE

SUAREZ, BEA
ANGELICA

CACOT, JULIE ANN MAE GARCIA, ROSE LYN

LUBERANES, JESSA TANO

 BEA ANGELICA SUAREZ
____________________________
(Name and signature of Treasurer)

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES }

QUEZON CITY } S.S.

BEFORE ME, a Notary Public, for and in Quezon City, Philippines, this
th
26 day of January, 2021, personally appeared the following persons:

Name TIN/ID/Passport No. Date &Place Issued

Alce, Riza Mae

Areja, Eddzon
Augis, Jovilyn
Cacot, Julie Ann Mae
Cerro, Analy
Custodio, Jenalyn Mary
Duco, Jhoana Marielle
Garcia, Rose Lyn
Luberanes, Jessa Tano
Lopez, Jhanmig
Paraoan, Rochelle
Sepe, Angela

known to me and to me known to be the same persons who executed the foregoing
Articles of Incorporation constituting of eleven (11) pages, including this page where the
acknowledgement is written, and they acknowledged to me that the same is their free act
and voluntary deed.

WITNESS MY HAND AND SEAL on the day first above-written.

NOTARY PUBLIC
Doc. No. ________
Page No. ________
Book No. _________
Series of _________

BY –LAWS

OF
DESCANSA EN PAZ, INC.
(Name of Corporation)

I. THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING

REGULAR OR SPECIAL MEETINGS OF THE DIRECTORS.

a) Regular meetings of the board of directors of the corporation shall be held

monthly, unless the by-laws provide otherwise.

b) Special meetings of the board of directors may be held at any time upon the
call of the president or as provided in the by-laws

c) Meetings of directors may be held anywhere in or outside of the Philippines,

unless the by-laws provide otherwise. Notice of regular or special meetings
stating the date, time and place of the meeting must be sent to every director
or trustee at least one (1) day prior to the scheduled meeting, unless otherwise
provided by the by-laws. A director may waive this requirement, either
expressly or impliedly.

II. THE TIME AND MANNER OF CALLING AND CONDUCTING REGULAR

OR SPECIAL MEETINGS OF THE STOCKHOLDERS.

a) Regular or annual meetings of stockholders shall be held annually

on______________________ (specific date).

b) Written notice of regular meetings shall be sent to all stockholders of record at

least two (2) weeks prior to the meeting, unless a different period is required
by the by-laws.
 c) Special meetings of stockholders shall be held at any time deemed necessary
or as provided in the by-laws:

d) Written notice of special meetings shall be sent to all stockholders at least one
week prior to the meeting, unless a different period is required by the by-laws.

e) Stockholders’ meetings, whether regular or special, shall be held in the city or

municipality where the principal office of the corporation is located, and if
practicable in the principal office of the corporation. Metro Manila shall, for
the purpose of this provision, be considered city or municipality.

III. THE REQUIRED QUORUM IN MEETINGS OF STOCKHOLDERS

a) The required quorum in meetings of stockholders shall consist of the

stockholder/s representing a majority of the outstanding capital stock.

IV. THE FORM FOR PROXIES OF STOCKHOLDERS AND THE MANNER OF

VOTING THEM

a) Stockholders may vote in person or by proxy in all meetings of stockholders.

Proxies shall be in writing, signed by the stockholder and filed before the
scheduled meeting with the corporate secretary. Unless otherwise provided in
the proxy, it shall be valid only for the meeting for which it is intended. No
proxy shall be valid and effective for a period longer than five (5) years at any
one time.

V. THE QUALIFICATIONS, DUTIES, TERM AND COMPENSATION OF

DIRECTORS

a) No person convicted by final judgment of an offense punishable by

imprisonment for a period exceeding six (6) years, or a violation of this Code,
committed within five (5) years prior to the date of his election shall qualify as
a director. Every director must own at least one (1) share of the capital stock
of the corporation, which share shall stand in his name on the books of the
corporation. Any director who ceases to be the owner of at least one (1) share
of the capital stock of the corporation shall thereby cease to be a director. A
majority of the directors must be residents of the Philippines.

b) The corporate powers of the corporation shall be exercised, all business

conducted and all property of the corporation be controlled and held by the
board of directors to be elected from among the holders of stocks, who shall
hold office for one (1) year and until their successors are elected and qualified.
 c) The directors shall not receive any compensation, as such directors, except for
reasonable per diems. Any compensation may be granted to directors by the
vote of the stockholders representing at least a majority of the outstanding
capital stock at a regular or special stockholders’ meeting, In no case shall the
total yearly compensation of directors, as such directors, exceed ten (10%)
percent of the net income before income tax of the corporation during the
preceding year.

VI. THE MANNER OF ELECTION OR APPOINTMENT, QUALIFICATION AND

THE TERM OF OFFICE OF ALL OFFICERS OTHER THAN DIRECTORS

a) Immediately after their election, the directors of a corporation must formally

organize by the election of a PRESIDENT, who shall be a director, a
TREASURER who may or may not be a director, a SECRETARY who shall
be a resident and citizen of the Philippines, and such other officers as may be
provided in the by-laws. Two (2) or more positions may be held concurrently
by the same officer, however no one shall act as PRESIDENT and
SECRETARY or as PRESIDENT and TREASURER at the same time. The
officers of the corporation shall hold office for one (1) year and until the
successors are elected and qualified. The officers of the corporation shall
perform functions as required by existing laws, rules and regulations.

VII. FISCAL YEAR

a) The fiscal year of the corporation shall begin on the first day of January
and end on the last day of December of each year.

VIII. SEAL

a) The corporate seal shall be determined by the Board of Directors.

IX. MISCELLANEOUS PROVISIONS:

a) Matters not covered by the provisions of these by-laws shall be governed by

the provisions of the Corporation Code of the Philippines.
 IN WITNESS WHEREOF, we, the undersigned incorporators and/or stockholders
present at said meeting and voting thereat in favor of the adoption of said by-laws, have
hereunto subscribed our names this _________ day of _____________ at
__________________________________.