Articles of Partnership Of KEA REAL ESTATE AGENCY

That we, the undersigned, all of legal age and residence of the Republic of the Philippines have agreed to amend under the terms and conditions here in set forth and subject to the provisions of existing laws of the Republic of the Philippines.
AND WE HEREBY CERTIFY:

ARTICLE-I The parties hereby from a partnership under the name KEA REAL ESTATE AGENCY as an, purchasing, selling, insuring, or lending money on a house, condo, commercial property or a vacant lot. The principal office of the business will be in Arzobispo St. Roxas City. The purpose of a KEA REAL ESTATE AGENCY is to offer marketing, negotiations to help sellers meet their goals, and to make buyers and sellers home dreams come true.

ARTICLE-II The names, citizenship and residences of the partners are as follow: NAME Christian Carl Eudela Kate Marie Dillo Ramy Apa-ap ARTICLE-III The partnership began last 20th of November in the year 2011 and will expire 30 years from the original recording of the said partnership and maybe renewed only by a written agreement signed by duly authorized representations of both parties. ARTICLE-IV CAPITAL The capital of the said partnership will be Five hundred Million Philippine Currency (PHP 500,000,000.00) contributed in cash by the partners are as follows: NAME Christian Carl Eudela Kate Marie Dillo Ramy Apa-ap AMOUNT CONTRIBUTED PHP 100,000,000.00 PHP 150,000,000.00 PHP 250,000,000.00 CITIZENSHIP Filipino Filipino Filipino RESIDENCE Brgy.Cogon, Roxas City Brgy.Tanque, Roxas City Dumalag, Capiz DESIGNATION Managing/General Partner General Partner Capitalist Partner

PENALTIES The penalties for the partners who failed to invest and maintain the agreed capital are as follows: He/She will spend more time in the business He/She can be separate in the business. ARTICLE-V MANAGEMENT and RESPONSIBILITIES The partners shall have equal rights in the management of the partnership business, and each partner shall devote their entire time to the conduct of the business. Without the consent of the other partner neither partner shall on behalf of the partnership borrow or lend money, or make, deliver, or accept any commercial paper, or execute any mortgage, security agreement, bond or lease, or purchase or contract to purchase, or sell or contract to sell any property for or of the partnership other than the type of property bought and sold in the regular course of its business. The partners must have a separate capital account shall be maintained for each of them, neither of them shall withdraw any part of their capital account. Upon the demand of either partner, the capital accounts of the partners shall be maintained at all times in the proportions in which the partners share in the profits and losses of the partnership.

ARTICLE-VI ACCOUNTING PERIOD The partnership will adopt the calendar period BANKING All funds of the partnership shall be deposited in its name in such checking account or accounts as shall be designated by the partner. BOOKS The partnership books shall be maintained at the principal office of the partnership, and each partner shall at all time have access thereto. The books shall be kept on a calendar year basis, and shall be closed and balanced at the end of the year. An audit shall be made as of the closing date. ARTICLE-VII PROFIT and LOSS The profits and losses shall be divided among the partners pro rate, in proportion to their respective contribution. NAME Christian Carl Eudela Kate Marie Dillo Ramy Apa-ap (25%) (25%) (50%)

ARTICLE-VIII SALARIES and WITHDRAWALS Neither partner shall receive any salary for services rendered to the partnership. Each partner may, from time to time, withdraw the credit balance in their income account. INTEREST No interest shall be paid on the initial contributions to the capital of the partnership or on any subsequent contributions of capital.

ARTICLE-IX ARBITRATION Any controversy of claim arising of or relating to these agreements, or the breach hereof, shall be settled of arbitration in accordance with rules and judgment upon the award rendered may be entered in any court having jurisdiction thereof. DEATH Upon the death of either partner, the surviving partner shall have the right either to purchase the interest of the decedent in the partnership or to terminate and liquidate the partnership business. If the surviving partner elects to purchase the decedents interest, he shall serve notice in writing of such election, within three months after the death of the decedent.

LIQUIDATION The partnership maybe dissolved at any time by agreement of the partners, in which event the partners shall proceed with reasonable promptness to liquidate the business of the partnership. The partnership name shall be sold with the other assets of the business. The assets of the partnership business shall be used and distributed in the following order: a. To pay or provide for the payment of all partnership liabilities and liquidating expenses and obligations; b. To equalize the income accounts of the partners c. To discharge the balance of the income accounts of the partners; d. To equalize the capital accounts of the partners; and e. To discharge the balance of the capital accounts of the partners.

IN WITNESS WHEREOF: We have here unto set our hands this 20th of November 2011.

PARTNERS

CHRISTIAN CARL EUDELA

KATE MARIE DILLO

RAMY APA-AP

WITNESSES

SHIELA ROSE SARBUES

MA.THEA COMALA

JANSEEN DETABLAN