PLAN OF MERGER

This PLAN OF MERGER, dated _________________, 2020, by and among:

Meteora Hills Incorporated, a corporation organized and existing under the laws of the
Philippines with SEC Registration No. A199911736 and with principal office address at 136
Elizalde St., BF Homes Paranaque City, Metro Manila, represented in this Act by its President,
_________________hereinafter referred to as “MHI;”

Achievers Core Training, Inc. a corporation organized and existing under the laws of the
Philippines, with SEC Registration No. AS95009988 and with principal office address at The
Farm, Sitio Manalo Barangay Sampaloc No. 3 Dasmarinas Cavite, represented in this Act by its
President, __________________, hereinafter referred to as “ACT” and

Southville International Eduvision, Inc, a corporation organized and existing under the laws of
the Philippines, with SEC. Registration No. AS92005916, with principal office address at SFU
Bldg., Lima Cor. Luxembourg Sts., BF International Las Pinas City, Metro Manila, represented in
this Act by its President, ___________________, hereinafter referred to as “SIE”

MHI, ACT AND SIE shall be collectively known as the “Constituent Corporations”

WITNESSETH THAT:

WHEREAS, the Constituent Corporations through their respective Board of Directors have
RESOLVED to implement a merger among the Constituent Corporations pursuant to the
provisions of the Revised Corporation Code of the Philippines;

WHEREAS, under the Revised Corporation Code of the Philippines, Constituent Corporations
can implement merger through a “Plan of Merger” adopted by the Board of Directors of the
Constituent Corporations before it will be submitted for approval of the respective stockholders
of the Constituent Corporations;

WHEREAS, the stockholders of the Constituent Corporations are common stockholders of each
of the Constituent Corporations the proposed merger shall neither prejudice anyone of them;

WHEREAS, the Board of Directors of the Constituent Corporations have agreed to adopt a
“PLAN OF MERGER” to be submitted to the respective stockholders in a meeting called for such
purpose as stated hereunder;

WHEREFORE, foregoing premises being considered, hereunder stated “PLAN OF MERGER” was
adopted and approved by the respective Board of Directors of the Constituent Corporations.
 RECITALS:

1. As agreed upon by the Board of Directors of the Constituent Corporations, MHI and ACT
shall be the absorbed corporations while SIE shall be the surviving corporation. The
absorbed corporations shall be deemed dissolved once the Articles of Merger is approved
by the Securities and Exchange Commission (the “SEC”) and the surviving corporation shall
continue with its business operations. The absorbed corporations need not undergo
liquidation after the approval of merger by the Securities and Exchange Commission.

2. The merger shall be entered to strengthen the capital base of the surviving corporation as
the net assets of the absorbed corporations are converted into equity thru issuance of
shares out of the unissued capital stock; for a broader and more complete range of services
and products to clients and customers as new business model will be introduced in the
surviving corporation by way of transfer of technology, combination of expertise, and
enhanced equipment and facilities; to effect economies of scale and efficiency of
operations and to secure financing and credit facilities under more favorable terms.

3. The Constituent Corporations having common stockholders and directors, SIE the surviving
corporation by reason of merger can easily reduce regulatory risks and compliances;
duplication of work and operations cost; implement tax savings measures; and implement
corporate ownership structure.

4. As agreed upon the convenient cut-off date for the merger shall be ________2020. The cut-
off date shall be the exact reckoning record date for recognizing the stockholders of record
and their respective stockholdings entitled of shares to be issued by the surviving
corporation in exchange for the Net Asset Values of the Absorbed Corporations.

5. As of cut-off date, the stockholders of the constituent corporations are as follows:

Stockholder MHI Amount ACT Amount SIE Amount

of of of
Shares Shares Shares
Rex Wallen 21.55% 25% 23.99%
Tan
Jamie Trisha 21.55% 25% 23.99%
Tan
Genevieve 23.43% 50% 23.99%
Ledesma-Tan
Southville 26.67%
International
School and
Colleges
MHI 17.58%
 10.41%
ACT

6. The cut-off date shall likewise be the basis of determining the Net Asset Values (NAV) of
the absorbed corporations to determine the amount of shares to be issued by SIE to the
stockholders of the absorbed corporations.

7. The current Financial Position and Net Income of the Constituent Corporations are shown
below:

MHI as of ACT as of SIE as of

12/31/2019 12/31/2019 12/31/2019
ASSET
LIABILITY
EQUITY
NET INCOME

8. As of cut-off date the surviving corporation is solvent and in sound financial condition.

9. The NAV of the absorbed corporations are shown below:

Absorbed Corporation Net Asset Value as of Cut-off Date

MHI
ACT

10. As of cut-off date the authorized capital stock of the surviving corporation is shown below:

Surviving Corporation Subscribed Shares Unsubscribed Shares

SIE

11. In exchange for the NAV of the absorbed corporations, SIE shall issue _______ number of
shares out of its unissued shares of stock as shown below:

Stockholder MHI ACT Total

Rex Wallen Tan
Jamie Trisha Tan
Genevieve Ledessma -
Tan
Southville
 International School
and College

12. The changes in the articles of incorporation of the surviving corporation shall be as follows
in which case the Articles of Incorporation shall be amended accordingly in accordance with
the provisions of the Revised Corporation Code:

Present Provisions Proposed Changes

13. All the rights , business, assets and other properties of MHI and ACT, including but not
limited to all real and personal properties, contractual rights, licenses, privileges, property
rights, claims, bank deposit, accounts receivable, credit lines supplies, equipment and such
other assets as shown in the audited balance sheet of MHI and ACT as of December 31,
2019 shall be conveyed, assigned and transferred to SIE in consideration for the issuance of
_______________(______________) shares of stock of SIE to the stockholders of the
absorbed corporations.

14. The assets and liabilities of the absorbed corporations are deemed transferred without
need of further act or deed.

15. The Absorbed corporation are prohibited to enter into whatever contracts, to incur
additional liabilities and obligations after cut-off date in the plan of merger unless with
consent of the surviving corporation while merger is pending with SEC.

16. The absorbed corporations are mandated to discontinue their commercial operations after
the cut-off date and before approval of SEC.

17. That the articles of merger be retroactively cancelled and terminated and have no effect
whatsoever should the same failed to meet the approval of SEC and in which event there
will be no liabilities on the part of the constituent corporations.

In witness whereof, we have hereunto set our hands this _______ day of _____ 2020 at
_____________________.

______________________ ______________________ _____________________

Corporate Secretary of MHI Corporate Secretary of ACT Corporate Secretary of SIE

______________________ ______________________ _____________________

President of MHI President of ACT President of SIE