REPUBLIC OF THE PHILIPPINES )

PUERTO PRINCESA CITY ) S.S

JOINT VENTURE AGREEMENT

This JOINT VENTURE AGREEMENT ("Agreement") is made on July_______ 2017 by and between:

LENLY REBONG, of legal age, Filipino, married, and residing at

________________________________________________________________;

MARIA FE DAVIS, of legal age, Filipino, married, and residing at

_____________________________________________________;

MA. THERESA BACOSA, of legal age, Filipino, married, and residing at

_____________________________________________________;
-and-
JANICE PADASAS, of legal age, Filipino, single, and residing at
_________________________________________________________;

(hereinafter collectively referred to as the “PARTIES”)

Witnessed; That:

1. PURPOSE: The PARTIES decided to form a Joint Venture Agreement for the following purpose:

a. To acquire a business franchise in common from MIGUELITOS

INTERNATIONAL CORPORATION- FRIED ICE CREAM (a copy of the
Memorandum of Agreement is hereto attached as Annex “A” and forms an
integral part of this Agreement) and provide the finances required for
acquiring said franchise. Each PARTY shall own an undivided fractional part of
the business;

b. To lease and operate a MIGUELITO’s Fried Ice Cream Franchise in SM Puerto

Princesa City.

(hereinafter collectively referred to as “the Business”)

2. BUSINESS NAME: The PARTIES consider it advisable to acquire and hold their Business Interest
through a nominee so as to avoid the necessity of numerous separate agreements, to maintain the
legal title to the Business Interest in a simple and practicable form, and to facilitate the collection
and distribution of the profits accruing under the Business Interest, and JANICE PADASAS has
agreed to act as nominee of the PARTIES with the understanding that she is also acquiring a
participating interest in this joint venture on her own account. All provisions contained in this
JOINT VENTURE Agreement shall apply to the existence, management, income, expenses and
operation of said BUSINESS through said nominee and shall bound all the PARTIES herein;

3. BUSINESS ASSET: The nominee is authorized to acquire and hold in trust, under her own name
assets of the BUSINESS on behalf of the PARTIES;

4. CONTRIBUTIONS: The nominee acknowledges that she received a total equal capital contribution
from the PARTIES (including herself) amounting to PESOS FOUR HUNDRED THOUSAND
(P400,000.00). No PARTY may withdraw their capital contribution nor sell their shares within a
period of two (2) years from the start of the Business operation, unless due to any of the causes
provided under Paragraph 10 of this Agreement;

Provided further, that if any of the PARTY dies or decides to sell their shares during the existence
of the Business, any of the remaining PARTY may exercise their right of first refusal to purchase
the shares of the PARTY who died or left the JOINT VENTURE. The shares shall be sold equally
among the remaining members and if any of the shares remains unpurchased, it may be bought by
the highest bidder. The Transferee or Heirs shall have the same rights as the PARTY who left the
JOINT VENTURE;

5. PROFITS: The PARTIES agree that the NET PROFIT of the JOINT VENTURE shall be shared by
them equally, which shall be distributed every _________________ if able;

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 6. EXPENSES: All losses and disbursements incurred by the nominee in acquiring, holding and
protecting the Business Interest and the net profits shall, during the period of the venture, be paid
by the PARTIES, on demand of the nominee, in the ratio which the contribution of each PARTY
bears to the total contributions set forth in Paragraph 4. The PARTIES agree that the business
expenses shall be shouldered equally by the PARTIES through their combined capital
contributions and deducted through the gross income of the BUSINESS;

7. LIABILITY OF THE NOMINEE: The nominee shall be liable only for her own willful misfeasance
and bad faith, and no one who is not a party to this Agreement shall have any rights whatsoever
under this Agreement against the nominee for any action taken or not taken by her;

8. COMPESATION OF THE NOMINEE: Unless otherwise agreed to in the future by a majority in

interest of the PARTIES, the nominee shall not receive any compensation for services rendered by
her under this Agreement;

9. MANAGEMENT and OPERATION: All PARTIES are designated as Manager of the Business and
may participate in its operation;

10. TERM: The PARTIES, agree that the existence of the JOINT VENTURE AGREEMENT will be
conterminous to the duration of the Business, which may be terminated through the following:

a. Termination or dissolution of the Business Franchise through unforeseen

circumstances;
b. Death of any of the PARTIES after two (2) years from the start of the business
operation, unless the remaining PARTIES decides to continue with the Business;
c. Mutual decision of all PARTIES to cease and liquidate the business Assets; and
d. Severe business losses, which causes further continuation of the business
impractical.

IN WITNESS WHEREOF, we have hereunto set our hands this ____ day of July 2017 at Puerto Princesa
City, Palawan.

LENLY REBONG MARIA FE DAVIS

PARTY PARTY

MA. THERESA BACOSA JANICE PADASAS

PARTY PARTY

SIGNED IN THE PRESENCE OF:

1. ______________________ 2. _______________________

REPUBLIC OF THE PHILIPPINES )

CITY OF PUERTO PRINCESA )S.S.

BEFORE ME this _____day of July 2017 at Puerto Princesa City, personally appeared the PARTIES with
their Competent Evidence of Identities written below their names, known to me to be the same persons who
executed the foregoing instrument and they acknowledged to me that the same are their free act and deed.

This instrument consists of two (2) pages including this acknowledgement is written signed by the
parties together with their instrumental witnesses on the space provided.

WITNESS MY HAND AND SEAL.

Doc. No. ______

Page No. ______
Book No. _____
Series of 2017

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