Preview
Steven M. Tindall (SBN 187862)
smt@classlawgroup.com
Jeffrey Kosbie (SBN 305424)
jbk@classlawgroup.com
Rosanne L. Mah (SBN 242628)
rlm@classlawgroup.com
GIBBS LAW GROUP LLP
1111 Broadway, Suite 2100
Oakland, California 94607
Telephone: (510) 350-9700
Fax: (510) 350-9701
Attorneys for Plaintiff
ALEXANDER CHARLES
SUPERIOR COURT FOR THE STATE OF CALIFORNIA
COUNTY OF SANTA CLARA
DOWNTOWN SUPERIOR COURT
ALEXANDER CHARLES Case No. 19CV347249
Plaintiff, REQUEST FOR JUDICIAL NOTICE IN
SUPPORT OF PLAINTIFF ALEXANDER
Vv. CHARLES’S MOTION FOR SUMMARY
ADJUDICATION
VARSITY TUTORS LLC
Defendant, Honorable Theodore C. Zayner
Date: October 18, 2023
Time: 1:30 p.m.
Dept.:
Trial date: May 13, 2024
REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF PLAINTIFF ALEXANDER CHARLES’S
MOTION FOR SUMMARY ADJUDICATION
Plaintiff Alexander Charles (“Plaintiff”), through his counselof record and pursuant to Evidence
Code §§ 452(c)and (h)and 453, hereby respectfully requests that th is Court take judicial notice of the|
following documents in support of Plaintiff's Motio for ummary djudication, filed concurrently
herewith
Varsity Tutors LLC’s registration statement for a foreign limited liability company filed
with the State of Arizona Corporation Commission on March 6, 2009. A true and correct copy is attached
heretoas Exhibit
Varsity Tutors LLC’s registration statement for a foreign limited liability company filed
with the State of Connecticut Secretary of State on August 18, 2011. A true and correct copy is attached
hereto as Exhibit
Varsity Tutors LLC’s registration statement for a foreign limited liability company filed
with the State of Washington Secretary of State on April 23, 2012. A true and correct copy is attached}
hereto as Exhibit
Varsity Tutors LLC’s registration statement for a foreign limited liability company filed
with the tate of Maryland Corporate Charter Division on May 10, 2012. A true and correct copy is}
attached hereto as Exhibit
Varsity Tutors LLC’s registration statement for a foreign limited liability company filed
with the Commonwealth of Massachusetts Secretary of the Commonwealth, Corporations Division on]
April 22, 2013. A true and correct copy is attached hereto as Exhibit
Varsity Tutors LLC’s registration statement for a foreign limited liability company filed
with the State of Michigan Department of Licensing and Regulatory Affairs Corporations, Securities &
Commercial Licensing Bureau on September 17, 2013. A true and correct copy is attached hereto as|
Exhibit
Varsity Tutors LLC’s registration statement for a foreign limited liability company filed
with the tate of Wyoming Secretary of State on October 16, 2014. A true and correct copy is attached}
hereto as Exhibit
REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF PLAINTIFF ALEXANDER CHARLES’
MOTION FO SUMMARY ADJUDICATION
Varsity Tutors LLC’s Limited Liability Company Annual Report filed with the State off
North Carolina Secretary of State May 28, 2015 A true and correct copy is attached hereto as Exhibit
Varsity Tutors LLC’s Statement of Information filed with the tate of California Secretary|
of State on December 15, 2016. A true and correct copy is attached hereto as Exhibit
Varsity Tutors LLC’s Annual Report filed with the Commonwealth of Massachusetts|
Secretary of the Commonwealth, Corporations Division on March 21, 2017. A true and correct copy is}
attached hereto as Exhibit
Varsity Tutors LLC’s Limited Liability Company Annual Report filed with the tate off
North Carolina Secretary of State on March 1, 2018. A true and correct copy is attached hereto as Exhibit}
August 2021 Proxy Statement for Extraordinary General Meeting of TPG Pace Tech|
Opportunities Corp. filed with the Securities and Exchange Commission ( SEC A true and correct
copy is attached hereto as Exhibit
Nerdy Inc.’s FORM 10 filed with the SEC for the quarterly period ended March 31,
A true and correct copy is attached hereto as Exhibit
The Court may take judicial notice of “[o]fficial acts of the legislative, executive, and judicial]
departments of the United States and of any state of the United States ” Evid. Code 452(c). The Court
may also take judicial notice of “[f]acts and propositions that are not reasonably subject to dispute and|
are capable of immediate and accurate determination by resort to sources of reasonably indisputable|
accuracy.” Evid. Code § 452(h). In addition, under Evidence Code § 453, the Court “shall take judicial]
notice of any matter specified in Section 452 if a party requests it and: (a) [g]ives each adverse party
sufficient notice of the request, through the pleadings or otherwise, to enable such adverse party to
prepare to meet the request; and (b) [fJurnishes the court with sufficient information to enable it to take|
judicial notice of the matter.”
REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF PLAINTIFF ALEXANDER CHARLES’
MOTION FO SUMMARY ADJUDICATION
Exhibits fall within Evidence Code § 452( because these exhibits reflect “[o]fficial acts
of the executive” department from various states. See e.g. Friends of Shingles Interchange, Inc. v. Cty
of El Dorado (2011) 200 Cal. App. 4th 1470, 1483 84 (Corporation’s articles of incorporation, certificate|
of amendment of articles of incorporation, and letter from Secretary of State acknowledging receipt of al
statement of information were all “properly the subject of judicial notice as documents reflecting official]
acts of the executivedepartment of the State of California”).
Exhibits L and M fall within Evidence Code § 452( because these exhibits reflect “[o]fficial]
acts of the legislative” department of the United States. See e.g. Apple Inc. v. Super. Ct (2017) 18 Cal,
App. 5th 222, 241 (corporation’s filings with SEC were properly the subject ofjudicial notice).
Exhibits also fall within Evidence Code because these exhibits reflect
“TfJacts and propositions that are not reasonably subject to dispute and are capable of immediate and|
accurate determination by resort to sources of reasonably indisputable accuracy” because these exhibits|
were prepared and filed with official federal and state government agencies by Defendant’s corporate]
officers and/or its authorized agents.
Exhibits are relevant to Plaintiff's Motion for Summary Adjudication because these|
exhibits support Plaintiff's argument that Varsity Tutors has represented itself to the public through its|
own government filings with various state Secretary of State offices and with the SEC regarding the
characterization of its usual course of business namely providing tutoring services to customers (Part
B of the ABC test).
REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF PLAINTIFF ALEXANDER CHARLES’
MOTION FO SUMMARY ADJUDICATION
For the reasons stated within, Plaintiff respectfully requests that the Court take judicial notice of|
Exhibits A - M, which are attached hereto.
DATED: August 2, 2023 By;
St indall BN 187862)
smt@classlawgroup. com
Jeffrey Kosbie (SBN 305424)
jbk@classlawgroup.com
Rosanne L. Mah (SBN 242628)
rlm@classlawgroup.com
1111 Broadway, Suite 2100
Oakland, California 946
Telephone: (510) 350-9700
Fax: (510) 350-9701
REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF PLAINTIFF ALEXANDER CHARLES’S
MOTION FOR SUMMARY ADJUDICATION
PROOF OF SERVICE
Iam employed in the county of Alameda, State of California. I am over the age of 18 and not a
party to the within action. My business address is: 1111 Broadway, Suite 2100, Oakland, California
On August 2, 2023, I served a copy of the document(s) described as:
REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF PLAINTIFF ALEXANDER
CHARLES’ MOTION FOR SUMMARY ADJUDICATION
on the following interested party(ies) in this action:
Rafael G. Nendel Flores
Diane Vo
Guillermo M. Tello
Alejandro E. Rosa
CLARK HILL PLC
555 South Flower Street
24th Floor
Los Angeles, CA 90071
Email: mendelflores@ClarkHill.com
Email: dvo@ClarkHill.com
Email: gtello@ClarkHill.com
Email: arosa@ClarkHill.com
Attorneys for Varsity Tutors LLC
[x] BY EMAIL: by electronically transmitting PDF versions of above listed documents to the email
addresses set forth above on this date.
I declare under penalty of perjury under the laws of the State of California that the above is true
and correct.
Executed on August 2, 2023, at Oakland, California.
Honeyléen Bohol
PROOF OF SERVICE
EXHIBITA
__
twee oF ‘ommissio:
4, The cbmpany name
must contain an ending
which may be “limited
APPLICATION FOR REGISTRATIC
OF A FOREIGN LIMITED LIABILITY CG
i wii Il MII
02708545
liability compeny,” Pursuant to A.R.S. §29-802 et sec
“fimited company,” or
the abbreviations
“LLC.” "L.C.", “LLC”
The name of the foreign limited Habllity company is:
orLG". If you are the
holderor assignee of a Varsity Tutors LLC
tradename, atiach a
copy of the tradename
certificate. If your
name is not available 1.4. {f the exact name of the foreign limited liability company is not available for use in this
for uée in Arizona, you siate, then the fictiious name adopted for use by the limited fiability company in
must adopt a fictitious Arizona 1s:
name and pravide a
resolution adopting the
name, which must be (FN),
signad by a manager,
member or authorized
agent. z. The company is organized under the laws of; Missouri
(State)
2. Provide the name of|
the state or jurisdiction 10/17/2007
uncer whosa laws your 3 The date of the company's formation Is:
company was formed.
3. Provide the date on 4 The purpose of the company or the general character of business it proposes to
which your company transact In Arizona is:
organized in the state
or jurisdiction under
To provide tutoring services.
whose laws it was,
formed,
4, Provide the general a
character of business v. "The name and street adress of the statutory agent for the foreign limited Hability
you plan to transact in company in Arizona is:
Arizona, National Registered Agents, Inc.
4. The statutory agent 638 North Fifth Avenue
must provide a street
addrase. if statutory Phoenix, Arizona $5003
agenthas 2 P.O. Box,
then they must
also provide a street
addressflocaiion. ACCEPTANCE OF APPOINTMENT BY STATUTORY AGENT
The agent must 1, National Registered Agents, Inc.
consentto the . having been designated to act as
appaintment by (Print Nama)
executing the consent. | statutory agent, hereby consent to act in that capacity until removed or resignation Is submitted
"ve a Revised Statutes.
Signature Sean L. Emerick, Asst. Secy
Rov. 10/2006
If signing on behalf of a company, print company name here
Al CORPORATION COWMISEION
MAR 0.6 2008
wae
6. Gheok which 6. Management Structure (select option A or B):
management structure AQ Management of the limited liability company Is vested In a manager or
will be applicable to
your company. managers. The names and addresses of each person who is a manager AND
Provide name, title end each member who owns a twenty percent or greater interest in the capital or
address for each profits of the limited lability company are:
person.
Name: Name:
{] member [] manager {] member [ ] manager
Address: Address:
7. If the jurisdiction
under the law of which
your eoempany is
formed, you must
provide the address of City, State, Zip. City, State, Zip:,
the principle office of
the campany, in
whatever state or Name: Name:
jurisdiction itis located, [] member [] manager {] member [] manager
Address; Address:
The application must
be signed by a
member, manager or
Clty, State, Zip, City, State, Zip:,
duly authorized agent.
BG Management of the limited fiability company is reserved to the members.
The names and addresses of each person who is a member are:
‘Attach a certificate of Name: Charles Cohn Name:
existence or dacument
of similar import duly Address: 18 South Kingshighway Bivd. Address:
authenticated (within
sixty: (60). days) by the
official having custody
#100
of corporate records In
ihe site, province or City, State, Zip:St. Lovis, WO 63108 City, State, Zip:
county Under whose
laws the corporation is
incorporated,
Name: Name:
Address: Address:
City, State, Zip. City, State, Zip:
7 The address of the office required to be rnaintained in the jurisdiction under the laws of
which the company {s organized, if required; or, if not required, the address of the
principal office of the company is:
18 South Kingshighway Blvd. #10V
St. Louis, Missouri 63108
Executed this e jay of Marc Coed
Your phone and fax
numbers are optional.
LeE Charles Cohn
Print Name (Check OneSGtfémber OQ Menager ClAuthorized Agent
Signature
LL:0005
Rev. 10/2006
pHone: 24> #77 - S44 FAX:
ii
MIS SOYURI
i FRR NUE
ii
STATE
ee SECRET N
me
is
eve
Robin Carnahan
Secretary of State
CORPORATION DIVISION
CERTIFICATE OF GOOD STANDING
|, ROBIN CARNAHAN, Secretary of the State of Missouri, do hereby certify that the records
in my office and in my care and custody reveal that
VARSITY TUTORS LLC
LCOS49186 3
was created under the laws of this State on the 17th day of Cctober, 2007, and is in good
standing, having fully complied with all requirements of this office.
IN TESTIMONY WHEREOF, I have set my So
Con ification Number: 114481812 J
this certifical line
Reference:
ano, gow/busines tityiverificati
if ceerrres
ea
EXHIBITB
Nan. ast f= SP -07
FILIN eS #0004431125 @1 OF 02 VoL B-@1553
SECRETARY OF THE STATE 28/18/2011 | 8353 AM PAGE 3333
c S) MAILING ADDRESS: COMMERCIAL RECORDING DIVISION, CONNE S'
DELIVERY ADDRESS: COMMERCIAL RECORDING DIVISION, CON CONNECTICUT SECRET RY OF THE THE STATE
‘PHONE: 860-509-6003 WEBSITE: CONCOrG-SOts.
Www, ct Gay
APPLICATION FOR REGISTRATION
LIMITED LIABILITY COMPANY - FOREIGN
C.G.S. §34-223 (see also §§34-101; 34-109; 34-227)
USE INK. COMPLETE
ALL SECTIONS. PRINT OR TYPE. ATTACH 81/2X 11 SHEETS IF NECESSARY.
FILING PARTY (CONFIRMATION WILL BE SENT TO THIS ADDRESS): FILING FEE: $120
MAKE CHECKS PAYABLE TO “SECRETARY
NAME: Charles Cohn OF STAi
ADDRESS: 6330 Southwood Avenue, Suite 3E
450 oxpedtrel
CITY: St. Louis
STATE: Missouri ZIP: 63105
1. NAME OF LIMITED LIABILITY COMPANY IN STATE OR COUNTRY OF FORMATION - REQUIRED:
Varsity Tutors LLC:
2. NAME UNDER WHICH THE LIMITED LIABILITY COMPANY WILL TRANSACT BUSINESS IN CONNECTICUT,
IF DIFFERENT FROM NAME STATED ABOVE: (MUST INCLUDE BUSINESS DESIGNATION SUCH AS: L.L.C., LLC, ETC.)
NIA
STATE/COUNTRY OF FORMATION - REQUIRED:
Missouri
DATE OF FORMATION - REQUIRED:
October 17, 2007
DATE LIMITED LIABILITY COMPANY BEGAN TRANSACTING BUSINESS IN CONNECTICUT - REQUIRED:
Not yet commenced.
ADDRESS REQUIRED TO BE MAINTAINED IN STATE/COUNTRY OF FORMATION OR, IF NOT REQUIRED,
THE PRINCIPAL OFFICE ADDRESS OF THE LIMITED LIABILITY COMPANY-REQUIRED:
ADDRESS: 6330 Southwood Avenue Suite 3E
cry: St.Louis
STATE: Missouri ZIP: 63108
DESCRIPTION OF BUSINESS TO BE TRANSACTED IN CONNECTICUT - REQUIRED:
To provide tutoring services
FORM LCF 1-1.0
PAGE 1 OF 2 Rev. 2/2011
8. APPOINTMENT OF REGISTERED AGENT FOR SERVICE OF PROCESS-REQUIRED: THE LLC MAY NOT BE
APPOINTED AS ITS OWN AGENT; HOWEVER A MANAGER/MEMBER OF THE LLC RESIDING IN
CONNECTICUT MAY BE THE AGENT. (CHECK A OR COMPLETE 8)
THE LIMITED LIABILITY COMPANY APPOINTS THE SECRETARY OF THE STATE OF CONNECTICUT
8 ao
1
A. fm AND HIS/HER SUCCESSORS IN OFFICE TO BE ITS AGENT, UPON WHOM ANY PROCESS, IN ANY
ACTION OR PROCEEDING AGAINST IT, MAY BE SERVED.
B. NAME OF AGENT (SEE INSTRUCTIONS) 2
ee
I~ oF
SIGNATURE ACCEPTING APPOINTMENT
gee
(IF AGENT
IS A BUSINESS ALSO PRINT NAME AND TITLE OF PERSON SIGNING.)
ag
BUSINESS ADDRESS [CONNECTICUT RESIDENCE ADDRESS °e
|(P.O.BOX UNACCEPTABLE)
(P.0.BOX UNACCEPTABLE)
ca"
ADDRESS: ADDRESS: Paro
ae
city: City: aos
‘STATE: © ZIP: STATE: ZIP:
9. MANAGER(S) oR Mi IEMBER(S) INI FORMATION REGUIRED:
NAME:
Charles Cohn
TITLE:
Authorized Member
BUSINESS ADDRESS (P.0.80x UNACCEPTABLE) RESIDENCE ADDRESS (P 0 80x UNACCEPTABLE)
ADDRESS: 6330 Southwood Avenue, Suite 3E. ADDRESS. 6330 Southwood Avenue Suite 3E
CITY: St. Louis CITY: St. Louis
STATE: Missouri ZIP: 63105, STATE Missouri ZIP: 63105
10. EXECUTION - REQUIRED: (SUBJECT TO PENALTY OF FALSE STATEMENT)
THE UNDERSIGNED ASSERTS THAT THE SUBJECT LIMITED LIABILITY COMPANY IS A FOREIGN LIMITED LIABILITY COMPANY AS DEFINED
IN CONNECTICUT GENERAL STATUTES SECTION 34-101(8)
DATED THIS. }2 DAY. OF August oll
NAME OF SIGNATORY CAPACITY/TITLE OF SIGNATORY SIGNATURE
Charles Cohn
[AN ANNUAL REPORT WILL BE DUE YEARLYIN THE ANNIVERSARY MONTH THAT THE ENTITY WAS FORMED/REGISTERED AND CAN BE
EASILY FILED ONLINE @ www.concord-sols.ct.gov
CONTACT YOUR TAX ADVISOR OR THE TAXPAYER SERVICE CENTER AT THE DEPARTMENT OF REVENUE SERVICES AS TO ANY
POTENTIAL TAX LIABILITY RELATING TO YOUR BUSINESS, INCLUDING QUESTIONS ABOUT THE BUSINESS ENTITY TAX.
TAX PAYER SERVICE CENTER: (800) 382-9463 OR (860) 297-5962 OR GO TO www.ct.gov/drs
FORMUCF-1-T0——
PAGE 2 OF 2 Rev. 2/2011
EXHIBITC
04/2.3712 2168787 -
oot
Page 1 of 2 $230.00 K
tid: 2304421
ay Ve—ee) mu Soda Nea ee) |
FILED
Eo} =f Ot PP Ack Olan a eS 3 SECRETARY OF STATE
SAM REED
Foreign Limited Liability Company April 23, 2012
See attached detaifed instructions
STATE OF WASHINGTON
OC Filing Fee $180.00
7) Filing Fee with Expedited Service $230.00
UBS Number: 603 201 348
FOREIGN LIMITED LIABILITY COMPANY REGISTRATION
Chapter 25.15 RCW
SECTION 1
NAME OF LIMITED LIABILITY COMPANY: (As recorded in the state/cquntry of formation)
Varsity Tutors LLC
NAME TO BE USED IN WASHINGTON STATE:
(Must contain one of the following designations: Limited Liability Company, Limited Liability Co or ane of these
abbreviations: L.L.C. or LLC. (f the designation is omitted, it will default to LLC when processed)
Varsity Tutors LLC
SECTION 2
Missouri
STATE OR COUNTRY WHERE ORIGINALLY FORMED:
October 17, 2007
DATE OF ORIGINAL FORMATION:
(Certificate of Existence or similar import (not more than 60 days old) from original state must be attached)
SECTION 3
ADDRESS OF THE PRINCIPAL PLACE OF BUSINESS:
6330 Southwood Avenue Suite ¥ City St. Louis MO p 63405
Street Address. State/Country, Z
PO Box. City. State/Country, Zip.
SECTION 4
EFFECTIVE DATE OF REGISTRATION: (Please check one of the following)
¥ Upon filing by the Secretary of State
o Specific Date: (Specified effective date must be within 90 days AFTER the
Certificate of Registration has been filed by the Office of the Secretary of State)
LLC — Foreign Registration Washington Secretary of State Revised 07/10
Page 2 of 2
SECTION 5
TENURE: (Please check one of the following and indicate the date if applicable)
v Perpetual existence
Oo Specific term of existence (Numberof years or date of termination)
SECTION 6
DATE THE LLC BEGAN DOING BUSINESS IN WASHINGTON STATE:
SECTION 7
To provide tutoring services
NATURE OF BUSINESS IN WASHINGTON STATE:
SECTION 8
NAME AND ADDRESS OF THE WASHINGTON STATE REGISTERED AGENT:
National Registered Agents, Inc
Name:
Physical Location Address (required):
4780 Barnes Blvd. SW, Building G
Tumwater 98512-0410
City WA Zip Code
Mailing or Postal Address (optional):
City WA Zip Code
CONSENT TO SERVE AS REGISTERED AGENT:
i consent to serve as Registered Agent in the State of Washington for the above named Limited Liability
Company. | understand it will be my responsibility to accept Service of Process on behaif of the Limited
Liability Company; to forward mail to the Limited Liability Company; and to immediately notify the Office of the
¢
ee | ign or change the Registered Office Address.
Sean L. Brerick, Asst. Secretary 04/18/2012
Signature of Registered Agent Printed Name Date
r
SECTION 9
NAME, ADDRESS AND SIGNATURE OF MEMBER OR MANAGER:
(if necessary, attach additional names, addresses and signatures)
_ Charles Cohn
Name: Z
6330 Southwood Avenue Suite 3E St. Louis MO 63105
Address: City. State, Zip Code
This dos ent is hereb, eC,
Ee
‘under penalties of perjury, and is, to the best of my knowledge, true and correct.
>< Charles Cohn, Authorized Member 4- (F-{/2. @ iA) 424 -S1A4
Woe
Signature Printed Name/Title Date Phone
Notice: The Washington Secretary of State will be appointed the agent of the foreign limited ability company for service af process under the
circumstances set forth in RCW 25.15 366(2)
LLC - Foreign Registration Washington Secretary of State Revised 07/10
i) Me
A us
STATE OF MISSOURI
a SECR
(
—~
heli
%
MIssOUR’
NanEssss or
Robin Carnahan
Secretary of State
CORPORATION DIVISION
CERTIFICATE OF GOOD STANDING
I, ROBIN CARNAHAN, Secretary of the State of Missouri, do hereby certify that the records
in my office and in my care and custody reveal that
VARSITY TUTORS LLC
LC0849186
was created under the laws of this State on the 17th day of October, 2007, and is in good
standing, having fully complied with all requirements of this office.
IN TESTIMONY WHEREOF, I have set my XY
SE al ny,
hand and imprinted the GREAT SEAL of the Zh ran Pt
cin aS.
State of Missouri, on this, the 18th day of April, ee at
€ @3
YEP?
Kg
2012 Vy
VE
oD 1
2X
¢v af
fbn. wale % SN
Ne
Los Ss
ay
ey Sid re(5
Secretary of State
Uy ay as
Certification Number: 14625876-1 Reference:
Verify this certificate online at https://www.sos.mo.gov/businessentity/soskb/verify.asp
ts
EXHIBIT D
CORPORATE CHARTER APPROVAL SHEET
** EXPEDITED SERVICE** ** KEEP WITH DOCUMENT **
“CLEAN
DOCUMENT CODE dx BUSINESS CODE
# mM
Close _ Stock _ Nonstock
PA. Religious
Merging (Transferor)
= eee Da.
ID 2ia6ai001 Ack 4
PAGES: 0003
VARSITY TUTORS LLC
_—_.
Surviving (Transferee) __ 05/10/2012 AT 10:30 A WO # 2003971362
—_—___ New Name
FEES MITTED. — ty
Base Fee: li. _ Change of Name
Org. & Cap. Fee: Change of Principal Office
Expedite Fee: Ta Change of Resident Agent
Penalty: Change of Resident Agent Address
State Recordation Tax: Resignation of Resident Agent
State Transfer Tax: Designation of Resident Agent
Certified Copies andR jent Agent’s Address
Copy Fee —- Change of Business Code
Certificates
Certificate of Status Fee: Adoption of Assumed Name
Personal Property Filings:
Mail Processing Fee:
Other: Other Change(s)
TOTAL FEES: [0
Credit Card / Check Cash
Code
Attention:
Documents on Checks
Mail: Name and Address Chu Ay.
ohn
Approved By: bw B
Keyed By: 6330 South woul 4et
¥ 3E
COMMENT(S): At Ath Vteznure 5 OBO
cowie
‘Stamp Work Order and Customer Number HERE.
CUST ID:0002754782
WORK ORDER: 0003971362
DATE: 05-16-2012 07:36 PM
AMT. PAID:$150.00
FmsfyFax - Charles Cohn To:Maryland SOAT Corporate Charter Division (14183337097) 16:41 85/10/12 EST Pg 2-3
{ft
LIMITED LIABILITY COMPANY REGISTRATION
(for non-Maxyland Limitad Liabitity Company)
4) FULL LEGAL NAME IN HOME JURISOICTION:
Varsity Tutors LLC
2) NAME IT WILL USE IN MARYLAND IF DIFFERENT FROM ABOVE:
Varsity Tutors bht
ee
TMUST INCLUDE "LI IMiT| RBI, COMPANY" “LEC* ar"LOy-
3) STATE OF FORMATION: M#8SoUrd
October 27, 2007
ay DATE GF FORMATION:
4) AODRESS IN STATE OF FORMATION:
6330 Southwood Avenue 43E, St. Louis, Missouri 63105
&) NATURE OF BUSINESS IN MARV AND 2? BEOVIdE tutoring Sezvices,
7) NAME
AND ADDRESS (NO P.O. BOXES) OF RESIDENT AGENT FOR SERVICE OF PROCESS IN MARYLAND:
National Registered Agents, Inc. of MD
@36 Park Avenue, 2nd Flocr, Baltimore, Maryland 22201
IF NO RESIDENT AGENT IN MARYLAND IS NAMED ORF THE AGENT CANNOT BEFOUND OR SERVED, THIS.
DEPARTMENT tS APPOINTED AS RESIDENT AGENT
OF THIS LIMITED LIABILITY GOMPANY:,
HAS THIS LIMITED LIABILITY COMPANY DONE BUSINESS IN MARYLAND PRIOR TO THIS REGISTRATION?
(hes [¥}no
{IF IT HAS, AN ADDITIONAL $200: PENALTY MUST ACCOMPANY. THIS. REGISTRATION)
SIGNED =
Authorized Pergon
| HEREBY CONSENT TO MY DESIGNATION IN THIS DOQUMENTAS RESIDENT AGENT FOR THIS LIMITED LIABILITY
COMPANY.
SIGNED, Sen’ Sue
Resident Agent
Sean L. Emerick, Asst. Secretary
Revised 8/98
Fu:MyFax - Charles Cohn To:Maryland SDAT Corporate Charter Division (14183337097) 16:42 05/10/12 EST Pg 3-3
Msi
STATE OF] MI SSOURI
aay TA &
> Ak
He
set
\ YY
NERS gf
Robin Carnahan
DA nnadoncs of Stoke I BAPREARR,
CORPORATION DIVISION
sat CERT aI A Tis VF o <>
a
rasta
TRIN OWRN) ETM te ot
2
am
was created under the laws of this State on the 17th day of October, 2007, and is in good
standing, having fully complied with all requirements of this office.
IN TESTIMONY WHEREOF, I have set my sssTH SOT Wy,
SZ
hand and imprinted the GREAT SEAL of the dy,
Ree ete
State of Missouri, on this, the 18th day of April,
ary eH
2012 ZY
feat eS o aa
i f Ne ae”
sie thn & Dealt Y tenes Y thtd ie
a Secretary of State
ARI
PaaS
Heeaasintean,
=
ificate online tps: 50s.mo.gov/businessentity/soskb/verity asp
a ee
EXHIBITE
F The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Room 1717, Boston, Massachusetts 02108-1512
Foreign Limited Liability Company
Application for Registration
FILED
(General Laws Chapter 156C, Section 48)
APR 22 2013
Federal Identification No: 26-12981 14 8SECRETARY ‘OF THE COM
MONWEALTH
CORPOR AT IO NS DIV ISIONS
(1a) The exact name of che limited liability company:
Varsity Tutors LLC
(1b) If different, the name under which it proposes to do business in t
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Steven M. Tindall (SBN 187862) smt@classlawgroup.com Jeffrey Kosbie (SBN 305424) jbk@classlawgroup.com Rosanne L. Mah (SBN 242628) rlm@classlawgroup.com GIBBS LAW GROUP LLP 1111 Broadway, Suite 2100 Oakland, California 94607 Telephone: (510) 350-9700 Fax: (510) 350-9701 Attorneys for Plaintiff ALEXANDER CHARLES SUPERIOR COURT FOR THE STATE OF CALIFORNIA COUNTY OF SANTA CLARA DOWNTOWN SUPERIOR COURT ALEXANDER CHARLES Case No. 19CV347249 Plaintiff, REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF PLAINTIFF ALEXANDER Vv. CHARLES’S MOTION FOR SUMMARY ADJUDICATION VARSITY TUTORS LLC Defendant, Honorable Theodore C. Zayner Date: October 18, 2023 Time: 1:30 p.m. Dept.: Trial date: May 13, 2024 REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF PLAINTIFF ALEXANDER CHARLES’S MOTION FOR SUMMARY ADJUDICATION Plaintiff Alexander Charles (“Plaintiff”), through his counselof record and pursuant to Evidence Code §§ 452(c)and (h)and 453, hereby respectfully requests that th is Court take judicial notice of the| following documents in support of Plaintiff's Motio for ummary djudication, filed concurrently herewith Varsity Tutors LLC’s registration statement for a foreign limited liability company filed with the State of Arizona Corporation Commission on March 6, 2009. A true and correct copy is attached heretoas Exhibit Varsity Tutors LLC’s registration statement for a foreign limited liability company filed with the State of Connecticut Secretary of State on August 18, 2011. A true and correct copy is attached hereto as Exhibit Varsity Tutors LLC’s registration statement for a foreign limited liability company filed with the State of Washington Secretary of State on April 23, 2012. A true and correct copy is attached} hereto as Exhibit Varsity Tutors LLC’s registration statement for a foreign limited liability company filed with the tate of Maryland Corporate Charter Division on May 10, 2012. A true and correct copy is} attached hereto as Exhibit Varsity Tutors LLC’s registration statement for a foreign limited liability company filed with the Commonwealth of Massachusetts Secretary of the Commonwealth, Corporations Division on] April 22, 2013. A true and correct copy is attached hereto as Exhibit Varsity Tutors LLC’s registration statement for a foreign limited liability company filed with the State of Michigan Department of Licensing and Regulatory Affairs Corporations, Securities & Commercial Licensing Bureau on September 17, 2013. A true and correct copy is attached hereto as| Exhibit Varsity Tutors LLC’s registration statement for a foreign limited liability company filed with the tate of Wyoming Secretary of State on October 16, 2014. A true and correct copy is attached} hereto as Exhibit REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF PLAINTIFF ALEXANDER CHARLES’ MOTION FO SUMMARY ADJUDICATION Varsity Tutors LLC’s Limited Liability Company Annual Report filed with the State off North Carolina Secretary of State May 28, 2015 A true and correct copy is attached hereto as Exhibit Varsity Tutors LLC’s Statement of Information filed with the tate of California Secretary| of State on December 15, 2016. A true and correct copy is attached hereto as Exhibit Varsity Tutors LLC’s Annual Report filed with the Commonwealth of Massachusetts| Secretary of the Commonwealth, Corporations Division on March 21, 2017. A true and correct copy is} attached hereto as Exhibit Varsity Tutors LLC’s Limited Liability Company Annual Report filed with the tate off North Carolina Secretary of State on March 1, 2018. A true and correct copy is attached hereto as Exhibit} August 2021 Proxy Statement for Extraordinary General Meeting of TPG Pace Tech| Opportunities Corp. filed with the Securities and Exchange Commission ( SEC A true and correct copy is attached hereto as Exhibit Nerdy Inc.’s FORM 10 filed with the SEC for the quarterly period ended March 31, A true and correct copy is attached hereto as Exhibit The Court may take judicial notice of “[o]fficial acts of the legislative, executive, and judicial] departments of the United States and of any state of the United States ” Evid. Code 452(c). The Court may also take judicial notice of “[f]acts and propositions that are not reasonably subject to dispute and| are capable of immediate and accurate determination by resort to sources of reasonably indisputable| accuracy.” Evid. Code § 452(h). In addition, under Evidence Code § 453, the Court “shall take judicial] notice of any matter specified in Section 452 if a party requests it and: (a) [g]ives each adverse party sufficient notice of the request, through the pleadings or otherwise, to enable such adverse party to prepare to meet the request; and (b) [fJurnishes the court with sufficient information to enable it to take| judicial notice of the matter.” REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF PLAINTIFF ALEXANDER CHARLES’ MOTION FO SUMMARY ADJUDICATION Exhibits fall within Evidence Code § 452( because these exhibits reflect “[o]fficial acts of the executive” department from various states. See e.g. Friends of Shingles Interchange, Inc. v. Cty of El Dorado (2011) 200 Cal. App. 4th 1470, 1483 84 (Corporation’s articles of incorporation, certificate| of amendment of articles of incorporation, and letter from Secretary of State acknowledging receipt of al statement of information were all “properly the subject of judicial notice as documents reflecting official] acts of the executivedepartment of the State of California”). Exhibits L and M fall within Evidence Code § 452( because these exhibits reflect “[o]fficial] acts of the legislative” department of the United States. See e.g. Apple Inc. v. Super. Ct (2017) 18 Cal, App. 5th 222, 241 (corporation’s filings with SEC were properly the subject ofjudicial notice). Exhibits also fall within Evidence Code because these exhibits reflect “TfJacts and propositions that are not reasonably subject to dispute and are capable of immediate and| accurate determination by resort to sources of reasonably indisputable accuracy” because these exhibits| were prepared and filed with official federal and state government agencies by Defendant’s corporate] officers and/or its authorized agents. Exhibits are relevant to Plaintiff's Motion for Summary Adjudication because these| exhibits support Plaintiff's argument that Varsity Tutors has represented itself to the public through its| own government filings with various state Secretary of State offices and with the SEC regarding the characterization of its usual course of business namely providing tutoring services to customers (Part B of the ABC test). REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF PLAINTIFF ALEXANDER CHARLES’ MOTION FO SUMMARY ADJUDICATION For the reasons stated within, Plaintiff respectfully requests that the Court take judicial notice of| Exhibits A - M, which are attached hereto. DATED: August 2, 2023 By; St indall BN 187862) smt@classlawgroup. com Jeffrey Kosbie (SBN 305424) jbk@classlawgroup.com Rosanne L. Mah (SBN 242628) rlm@classlawgroup.com 1111 Broadway, Suite 2100 Oakland, California 946 Telephone: (510) 350-9700 Fax: (510) 350-9701 REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF PLAINTIFF ALEXANDER CHARLES’S MOTION FOR SUMMARY ADJUDICATION PROOF OF SERVICE Iam employed in the county of Alameda, State of California. I am over the age of 18 and not a party to the within action. My business address is: 1111 Broadway, Suite 2100, Oakland, California On August 2, 2023, I served a copy of the document(s) described as: REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF PLAINTIFF ALEXANDER CHARLES’ MOTION FOR SUMMARY ADJUDICATION on the following interested party(ies) in this action: Rafael G. Nendel Flores Diane Vo Guillermo M. Tello Alejandro E. Rosa CLARK HILL PLC 555 South Flower Street 24th Floor Los Angeles, CA 90071 Email: mendelflores@ClarkHill.com Email: dvo@ClarkHill.com Email: gtello@ClarkHill.com Email: arosa@ClarkHill.com Attorneys for Varsity Tutors LLC [x] BY EMAIL: by electronically transmitting PDF versions of above listed documents to the email addresses set forth above on this date. I declare under penalty of perjury under the laws of the State of California that the above is true and correct. Executed on August 2, 2023, at Oakland, California. Honeyléen Bohol PROOF OF SERVICE EXHIBITA __ twee oF ‘ommissio: 4, The cbmpany name must contain an ending which may be “limited APPLICATION FOR REGISTRATIC OF A FOREIGN LIMITED LIABILITY CG i wii Il MII 02708545 liability compeny,” Pursuant to A.R.S. §29-802 et sec “fimited company,” or the abbreviations “LLC.” "L.C.", “LLC” The name of the foreign limited Habllity company is: orLG". If you are the holderor assignee of a Varsity Tutors LLC tradename, atiach a copy of the tradename certificate. If your name is not available 1.4. {f the exact name of the foreign limited liability company is not available for use in this for uée in Arizona, you siate, then the fictiious name adopted for use by the limited fiability company in must adopt a fictitious Arizona 1s: name and pravide a resolution adopting the name, which must be (FN), signad by a manager, member or authorized agent. z. The company is organized under the laws of; Missouri (State) 2. Provide the name of| the state or jurisdiction 10/17/2007 uncer whosa laws your 3 The date of the company's formation Is: company was formed. 3. Provide the date on 4 The purpose of the company or the general character of business it proposes to which your company transact In Arizona is: organized in the state or jurisdiction under To provide tutoring services. whose laws it was, formed, 4, Provide the general a character of business v. "The name and street adress of the statutory agent for the foreign limited Hability you plan to transact in company in Arizona is: Arizona, National Registered Agents, Inc. 4. The statutory agent 638 North Fifth Avenue must provide a street addrase. if statutory Phoenix, Arizona $5003 agenthas 2 P.O. Box, then they must also provide a street addressflocaiion. ACCEPTANCE OF APPOINTMENT BY STATUTORY AGENT The agent must 1, National Registered Agents, Inc. consentto the . having been designated to act as appaintment by (Print Nama) executing the consent. | statutory agent, hereby consent to act in that capacity until removed or resignation Is submitted "ve a Revised Statutes. Signature Sean L. Emerick, Asst. Secy Rov. 10/2006 If signing on behalf of a company, print company name here Al CORPORATION COWMISEION MAR 0.6 2008 wae 6. Gheok which 6. Management Structure (select option A or B): management structure AQ Management of the limited liability company Is vested In a manager or will be applicable to your company. managers. The names and addresses of each person who is a manager AND Provide name, title end each member who owns a twenty percent or greater interest in the capital or address for each profits of the limited lability company are: person. Name: Name: {] member [] manager {] member [ ] manager Address: Address: 7. If the jurisdiction under the law of which your eoempany is formed, you must provide the address of City, State, Zip. City, State, Zip:, the principle office of the campany, in whatever state or Name: Name: jurisdiction itis located, [] member [] manager {] member [] manager Address; Address: The application must be signed by a member, manager or Clty, State, Zip, City, State, Zip:, duly authorized agent. BG Management of the limited fiability company is reserved to the members. The names and addresses of each person who is a member are: ‘Attach a certificate of Name: Charles Cohn Name: existence or dacument of similar import duly Address: 18 South Kingshighway Bivd. Address: authenticated (within sixty: (60). days) by the official having custody #100 of corporate records In ihe site, province or City, State, Zip:St. Lovis, WO 63108 City, State, Zip: county Under whose laws the corporation is incorporated, Name: Name: Address: Address: City, State, Zip. City, State, Zip: 7 The address of the office required to be rnaintained in the jurisdiction under the laws of which the company {s organized, if required; or, if not required, the address of the principal office of the company is: 18 South Kingshighway Blvd. #10V St. Louis, Missouri 63108 Executed this e jay of Marc Coed Your phone and fax numbers are optional. LeE Charles Cohn Print Name (Check OneSGtfémber OQ Menager ClAuthorized Agent Signature LL:0005 Rev. 10/2006 pHone: 24> #77 - S44 FAX: ii MIS SOYURI i FRR NUE ii STATE ee SECRET N me is eve Robin Carnahan Secretary of State CORPORATION DIVISION CERTIFICATE OF GOOD STANDING |, ROBIN CARNAHAN, Secretary of the State of Missouri, do hereby certify that the records in my office and in my care and custody reveal that VARSITY TUTORS LLC LCOS49186 3 was created under the laws of this State on the 17th day of Cctober, 2007, and is in good standing, having fully complied with all requirements of this office. IN TESTIMONY WHEREOF, I have set my So Con ification Number: 114481812 J this certifical line Reference: ano, gow/busines tityiverificati if ceerrres ea EXHIBITB Nan. ast f= SP -07 FILIN eS #0004431125 @1 OF 02 VoL B-@1553 SECRETARY OF THE STATE 28/18/2011 | 8353 AM PAGE 3333 c S) MAILING ADDRESS: COMMERCIAL RECORDING DIVISION, CONNE S' DELIVERY ADDRESS: COMMERCIAL RECORDING DIVISION, CON CONNECTICUT SECRET RY OF THE THE STATE ‘PHONE: 860-509-6003 WEBSITE: CONCOrG-SOts. Www, ct Gay APPLICATION FOR REGISTRATION LIMITED LIABILITY COMPANY - FOREIGN C.G.S. §34-223 (see also §§34-101; 34-109; 34-227) USE INK. COMPLETE ALL SECTIONS. PRINT OR TYPE. ATTACH 81/2X 11 SHEETS IF NECESSARY. FILING PARTY (CONFIRMATION WILL BE SENT TO THIS ADDRESS): FILING FEE: $120 MAKE CHECKS PAYABLE TO “SECRETARY NAME: Charles Cohn OF STAi ADDRESS: 6330 Southwood Avenue, Suite 3E 450 oxpedtrel CITY: St. Louis STATE: Missouri ZIP: 63105 1. NAME OF LIMITED LIABILITY COMPANY IN STATE OR COUNTRY OF FORMATION - REQUIRED: Varsity Tutors LLC: 2. NAME UNDER WHICH THE LIMITED LIABILITY COMPANY WILL TRANSACT BUSINESS IN CONNECTICUT, IF DIFFERENT FROM NAME STATED ABOVE: (MUST INCLUDE BUSINESS DESIGNATION SUCH AS: L.L.C., LLC, ETC.) NIA STATE/COUNTRY OF FORMATION - REQUIRED: Missouri DATE OF FORMATION - REQUIRED: October 17, 2007 DATE LIMITED LIABILITY COMPANY BEGAN TRANSACTING BUSINESS IN CONNECTICUT - REQUIRED: Not yet commenced. ADDRESS REQUIRED TO BE MAINTAINED IN STATE/COUNTRY OF FORMATION OR, IF NOT REQUIRED, THE PRINCIPAL OFFICE ADDRESS OF THE LIMITED LIABILITY COMPANY-REQUIRED: ADDRESS: 6330 Southwood Avenue Suite 3E cry: St.Louis STATE: Missouri ZIP: 63108 DESCRIPTION OF BUSINESS TO BE TRANSACTED IN CONNECTICUT - REQUIRED: To provide tutoring services FORM LCF 1-1.0 PAGE 1 OF 2 Rev. 2/2011 8. APPOINTMENT OF REGISTERED AGENT FOR SERVICE OF PROCESS-REQUIRED: THE LLC MAY NOT BE APPOINTED AS ITS OWN AGENT; HOWEVER A MANAGER/MEMBER OF THE LLC RESIDING IN CONNECTICUT MAY BE THE AGENT. (CHECK A OR COMPLETE 8) THE LIMITED LIABILITY COMPANY APPOINTS THE SECRETARY OF THE STATE OF CONNECTICUT 8 ao 1 A. fm AND HIS/HER SUCCESSORS IN OFFICE TO BE ITS AGENT, UPON WHOM ANY PROCESS, IN ANY ACTION OR PROCEEDING AGAINST IT, MAY BE SERVED. B. NAME OF AGENT (SEE INSTRUCTIONS) 2 ee I~ oF SIGNATURE ACCEPTING APPOINTMENT gee (IF AGENT IS A BUSINESS ALSO PRINT NAME AND TITLE OF PERSON SIGNING.) ag BUSINESS ADDRESS [CONNECTICUT RESIDENCE ADDRESS °e |(P.O.BOX UNACCEPTABLE) (P.0.BOX UNACCEPTABLE) ca" ADDRESS: ADDRESS: Paro ae city: City: aos ‘STATE: © ZIP: STATE: ZIP: 9. MANAGER(S) oR Mi IEMBER(S) INI FORMATION REGUIRED: NAME: Charles Cohn TITLE: Authorized Member BUSINESS ADDRESS (P.0.80x UNACCEPTABLE) RESIDENCE ADDRESS (P 0 80x UNACCEPTABLE) ADDRESS: 6330 Southwood Avenue, Suite 3E. ADDRESS. 6330 Southwood Avenue Suite 3E CITY: St. Louis CITY: St. Louis STATE: Missouri ZIP: 63105, STATE Missouri ZIP: 63105 10. EXECUTION - REQUIRED: (SUBJECT TO PENALTY OF FALSE STATEMENT) THE UNDERSIGNED ASSERTS THAT THE SUBJECT LIMITED LIABILITY COMPANY IS A FOREIGN LIMITED LIABILITY COMPANY AS DEFINED IN CONNECTICUT GENERAL STATUTES SECTION 34-101(8) DATED THIS. }2 DAY. OF August oll NAME OF SIGNATORY CAPACITY/TITLE OF SIGNATORY SIGNATURE Charles Cohn [AN ANNUAL REPORT WILL BE DUE YEARLYIN THE ANNIVERSARY MONTH THAT THE ENTITY WAS FORMED/REGISTERED AND CAN BE EASILY FILED ONLINE @ www.concord-sols.ct.gov CONTACT YOUR TAX ADVISOR OR THE TAXPAYER SERVICE CENTER AT THE DEPARTMENT OF REVENUE SERVICES AS TO ANY POTENTIAL TAX LIABILITY RELATING TO YOUR BUSINESS, INCLUDING QUESTIONS ABOUT THE BUSINESS ENTITY TAX. TAX PAYER SERVICE CENTER: (800) 382-9463 OR (860) 297-5962 OR GO TO www.ct.gov/drs FORMUCF-1-T0—— PAGE 2 OF 2 Rev. 2/2011 EXHIBITC 04/2.3712 2168787 - oot Page 1 of 2 $230.00 K tid: 2304421 ay Ve—ee) mu Soda Nea ee) | FILED Eo} =f Ot PP Ack Olan a eS 3 SECRETARY OF STATE SAM REED Foreign Limited Liability Company April 23, 2012 See attached detaifed instructions STATE OF WASHINGTON OC Filing Fee $180.00 7) Filing Fee with Expedited Service $230.00 UBS Number: 603 201 348 FOREIGN LIMITED LIABILITY COMPANY REGISTRATION Chapter 25.15 RCW SECTION 1 NAME OF LIMITED LIABILITY COMPANY: (As recorded in the state/cquntry of formation) Varsity Tutors LLC NAME TO BE USED IN WASHINGTON STATE: (Must contain one of the following designations: Limited Liability Company, Limited Liability Co or ane of these abbreviations: L.L.C. or LLC. (f the designation is omitted, it will default to LLC when processed) Varsity Tutors LLC SECTION 2 Missouri STATE OR COUNTRY WHERE ORIGINALLY FORMED: October 17, 2007 DATE OF ORIGINAL FORMATION: (Certificate of Existence or similar import (not more than 60 days old) from original state must be attached) SECTION 3 ADDRESS OF THE PRINCIPAL PLACE OF BUSINESS: 6330 Southwood Avenue Suite ¥ City St. Louis MO p 63405 Street Address. State/Country, Z PO Box. City. State/Country, Zip. SECTION 4 EFFECTIVE DATE OF REGISTRATION: (Please check one of the following) ¥ Upon filing by the Secretary of State o Specific Date: (Specified effective date must be within 90 days AFTER the Certificate of Registration has been filed by the Office of the Secretary of State) LLC — Foreign Registration Washington Secretary of State Revised 07/10 Page 2 of 2 SECTION 5 TENURE: (Please check one of the following and indicate the date if applicable) v Perpetual existence Oo Specific term of existence (Numberof years or date of termination) SECTION 6 DATE THE LLC BEGAN DOING BUSINESS IN WASHINGTON STATE: SECTION 7 To provide tutoring services NATURE OF BUSINESS IN WASHINGTON STATE: SECTION 8 NAME AND ADDRESS OF THE WASHINGTON STATE REGISTERED AGENT: National Registered Agents, Inc Name: Physical Location Address (required): 4780 Barnes Blvd. SW, Building G Tumwater 98512-0410 City WA Zip Code Mailing or Postal Address (optional): City WA Zip Code CONSENT TO SERVE AS REGISTERED AGENT: i consent to serve as Registered Agent in the State of Washington for the above named Limited Liability Company. | understand it will be my responsibility to accept Service of Process on behaif of the Limited Liability Company; to forward mail to the Limited Liability Company; and to immediately notify the Office of the ¢ ee | ign or change the Registered Office Address. Sean L. Brerick, Asst. Secretary 04/18/2012 Signature of Registered Agent Printed Name Date r SECTION 9 NAME, ADDRESS AND SIGNATURE OF MEMBER OR MANAGER: (if necessary, attach additional names, addresses and signatures) _ Charles Cohn Name: Z 6330 Southwood Avenue Suite 3E St. Louis MO 63105 Address: City. State, Zip Code This dos ent is hereb, eC, Ee ‘under penalties of perjury, and is, to the best of my knowledge, true and correct. >< Charles Cohn, Authorized Member 4- (F-{/2. @ iA) 424 -S1A4 Woe Signature Printed Name/Title Date Phone Notice: The Washington Secretary of State will be appointed the agent of the foreign limited ability company for service af process under the circumstances set forth in RCW 25.15 366(2) LLC - Foreign Registration Washington Secretary of State Revised 07/10 i) Me A us STATE OF MISSOURI a SECR ( —~ heli % MIssOUR’ NanEssss or Robin Carnahan Secretary of State CORPORATION DIVISION CERTIFICATE OF GOOD STANDING I, ROBIN CARNAHAN, Secretary of the State of Missouri, do hereby certify that the records in my office and in my care and custody reveal that VARSITY TUTORS LLC LC0849186 was created under the laws of this State on the 17th day of October, 2007, and is in good standing, having fully complied with all requirements of this office. IN TESTIMONY WHEREOF, I have set my XY SE al ny, hand and imprinted the GREAT SEAL of the Zh ran Pt cin aS. State of Missouri, on this, the 18th day of April, ee at € @3 YEP? Kg 2012 Vy VE oD 1 2X ¢v af fbn. wale % SN Ne Los Ss ay ey Sid re(5 Secretary of State Uy ay as Certification Number: 14625876-1 Reference: Verify this certificate online at https://www.sos.mo.gov/businessentity/soskb/verify.asp ts EXHIBIT D CORPORATE CHARTER APPROVAL SHEET ** EXPEDITED SERVICE** ** KEEP WITH DOCUMENT ** “CLEAN DOCUMENT CODE dx BUSINESS CODE # mM Close _ Stock _ Nonstock PA. Religious Merging (Transferor) = eee Da. ID 2ia6ai001 Ack 4 PAGES: 0003 VARSITY TUTORS LLC _—_. Surviving (Transferee) __ 05/10/2012 AT 10:30 A WO # 2003971362 —_—___ New Name FEES MITTED. — ty Base Fee: li. _ Change of Name Org. & Cap. Fee: Change of Principal Office Expedite Fee: Ta Change of Resident Agent Penalty: Change of Resident Agent Address State Recordation Tax: Resignation of Resident Agent State Transfer Tax: Designation of Resident Agent Certified Copies andR jent Agent’s Address Copy Fee —- Change of Business Code Certificates Certificate of Status Fee: Adoption of Assumed Name Personal Property Filings: Mail Processing Fee: Other: Other Change(s) TOTAL FEES: [0 Credit Card / Check Cash Code Attention: Documents on Checks Mail: Name and Address Chu Ay. ohn Approved By: bw B Keyed By: 6330 South woul 4et ¥ 3E COMMENT(S): At Ath Vteznure 5 OBO cowie ‘Stamp Work Order and Customer Number HERE. CUST ID:0002754782 WORK ORDER: 0003971362 DATE: 05-16-2012 07:36 PM AMT. PAID:$150.00 FmsfyFax - Charles Cohn To:Maryland SOAT Corporate Charter Division (14183337097) 16:41 85/10/12 EST Pg 2-3 {ft LIMITED LIABILITY COMPANY REGISTRATION (for non-Maxyland Limitad Liabitity Company) 4) FULL LEGAL NAME IN HOME JURISOICTION: Varsity Tutors LLC 2) NAME IT WILL USE IN MARYLAND IF DIFFERENT FROM ABOVE: Varsity Tutors bht ee TMUST INCLUDE "LI IMiT| RBI, COMPANY" “LEC* ar"LOy- 3) STATE OF FORMATION: M#8SoUrd October 27, 2007 ay DATE GF FORMATION: 4) AODRESS IN STATE OF FORMATION: 6330 Southwood Avenue 43E, St. Louis, Missouri 63105 &) NATURE OF BUSINESS IN MARV AND 2? BEOVIdE tutoring Sezvices, 7) NAME AND ADDRESS (NO P.O. BOXES) OF RESIDENT AGENT FOR SERVICE OF PROCESS IN MARYLAND: National Registered Agents, Inc. of MD @36 Park Avenue, 2nd Flocr, Baltimore, Maryland 22201 IF NO RESIDENT AGENT IN MARYLAND IS NAMED ORF THE AGENT CANNOT BEFOUND OR SERVED, THIS. DEPARTMENT tS APPOINTED AS RESIDENT AGENT OF THIS LIMITED LIABILITY GOMPANY:, HAS THIS LIMITED LIABILITY COMPANY DONE BUSINESS IN MARYLAND PRIOR TO THIS REGISTRATION? (hes [¥}no {IF IT HAS, AN ADDITIONAL $200: PENALTY MUST ACCOMPANY. THIS. REGISTRATION) SIGNED = Authorized Pergon | HEREBY CONSENT TO MY DESIGNATION IN THIS DOQUMENTAS RESIDENT AGENT FOR THIS LIMITED LIABILITY COMPANY. SIGNED, Sen’ Sue Resident Agent Sean L. Emerick, Asst. Secretary Revised 8/98 Fu:MyFax - Charles Cohn To:Maryland SDAT Corporate Charter Division (14183337097) 16:42 05/10/12 EST Pg 3-3 Msi STATE OF] MI SSOURI aay TA & > Ak He set \ YY NERS gf Robin Carnahan DA nnadoncs of Stoke I BAPREARR, CORPORATION DIVISION sat CERT aI A Tis VF o <> a rasta TRIN OWRN) ETM te ot 2 am was created under the laws of this State on the 17th day of October, 2007, and is in good standing, having fully complied with all requirements of this office. IN TESTIMONY WHEREOF, I have set my sssTH SOT Wy, SZ hand and imprinted the GREAT SEAL of the dy, Ree ete State of Missouri, on this, the 18th day of April, ary eH 2012 ZY feat eS o aa i f Ne ae” sie thn & Dealt Y tenes Y thtd ie a Secretary of State ARI PaaS Heeaasintean, = ificate online tps: 50s.mo.gov/businessentity/soskb/verity asp a ee EXHIBITE F The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Room 1717, Boston, Massachusetts 02108-1512 Foreign Limited Liability Company Application for Registration FILED (General Laws Chapter 156C, Section 48) APR 22 2013 Federal Identification No: 26-12981 14 8SECRETARY ‘OF THE COM MONWEALTH CORPOR AT IO NS DIV ISIONS (1a) The exact name of che limited liability company: Varsity Tutors LLC (1b) If different, the name under which it proposes to do business in t