Brendz Stephen C.

Ranche ACCOUNTING 3B Article of Co-Partnership Articles of Partnership THIS AGREEMENT, made this first day of August,2011 between Maria Christine Joy T. Ebajo, 1. That the aforesaid have agreed to come and remain partners in business under the firm name of Road trip Limited, to engage in the business of land transportatiom 2. This partnership shall commence on the first day of August ,2011 and continue for a period of twenty (20) years from that date, unless dissolved by the death, disability or withdrawal of any partner as hereinafter provided. 3. The principal place of the business shall be located in the City of Makati ,but may be conducted in any other place or places in the discretion of the Majority of the partners 4. It is understood and agreed that all decisions affecting the policy of this partnership, or decisions involving the operation and management of the partnership, shall be made by the Board of Management, Secretary and Treasurer , Election of the Board of Management shall take place annually, and Board of Management shall be binding on all members of the partnership. 5. It is especially understood and agreed that no act shall bind the Partners unless performed by two or more members of the Board of Management acting jointly during the term of office. 6. The capital of the partnership, which is hereby declared to be the sum of twenty five million pesos has bee contributed in cash and or kind by the representative partners in the following 7. The books of the partnership shall be kept by the Secretary. Entries shall be made therein of all such matters, transactions and things as are usually entered in the books of account kept by persons engaged in the same or similar business. The books shall be kept at the principal office of the partnership,and shall be open to inspection at all times to any and all the partners; and each partner shall have the right to examine, copy, and take extracts from any of the account books. 8. Chacks shall be signed by the partner who has been elected as Treasurer, but promissory notes or contracts for sums up to Thirty thousand pesos shall be signed by aby two partners of the Board of management and mortgages or promissory mites or contracts exceeding thirty thousand pesos shall be executed and acknowledged by all 4 members of the Board of management 9. Any member of the Partnership who shall perform services of any kind for the partnership shall be entitled to a salary in such amount as shall be determined from time to time by thr board of management, and such salary shall be paid before any division of profits os made, and shall be in addition to his share of the profits. 10. The partnership shall terminate and be dissolve by the death, disability for any cause, or withdrawal of any partner. In the event of such termination, shall have the right to assign his share of interest of the partner whose death, disability or withdrwal caused such termination, at the book value of such share, together with six percent interest thereon from the date of termination until the payment shall have been made. 11. It having been predetermine and agrred to limit the membership of this partnership to the five persons hereunto subscribing and for the purpose of keeping this business partnership intact . it is mutually understood and agrees between the prties that no partner shall have the right to assign his share or interest in this partnership in any way, whether by sale.gift or any other method, to any one, except to all of the other members of this partnership en bloc. 12. It is understood and agrees between the parties hereto that at all times during the continuance of their partnership the and each of them will give their attendane, and to the utmost of their skill and powet will exert themselves for the joint interest, profit, benefit and advantage. 13. The partners shall be entitled to the net profits of the business in the same proportion as their respectivecapital investment. The net profits shall be divided within thirty (30) days after the end of the partnerships fiscal year, and shall be credited to the partners respective drawing accounts . Each partner shall pnly be entitled to withdraw one quarter of such profits every three months after the close of the fiscal period, but by mutual agreement of all the partners withdrawal may be made