ARTICLES OF PARTNERSHIP

OF

ABELLO-RUSCO NUTRIPAN BAKED GOODS,

A GENERAL PARTNERSHIP

Cynthia Abella and Louis Rusco, hereinafter referred to as the Partners, voluntarily associate themselves
together as general partners, pursuant to the terms and conditions set forth in the Partnership agreement and
subject to existing and applicable laws of the Republic of the Philippines:

ARTICLE I- NATURE OF PARTNERSHIP

PARTNERSHIP

1.01: The Partners desire to enter into a mutual general partnership.

TYPE OF BUSINESS

1.02: The Partnership will engage in the general business of providing nutritious pandesals. The
products are to be sold and distributed to the small shops, grocery stores and supermarkets.

BUSINESS PURPOSE

1.03: The purpose for which this partnership is formed is mainly to give Filipinos a more affordable and
more nutrient-filled pandesals that are made with vegetables.

NAME OF PARTNERSHIP

1.04: The name of this Partnership shall be Abella-Rusco Nutripan Baked Goods.

TERM OF EXISTENCE

1.05: The Partnership commenced on or about February 8, 2017, and shall continue until the Partners
decide to terminate the Partnership.

PRINCIPAL PLACE OF BUSINESS

1.06: The Partnerships principal place of business shall be at 19 Parkway Street, Brgy. Obrero, Tomas
Morato, Quezon City. The principal place of business may be changed from time to time and other places of
business may be established in accordance the provisions of this Agreement to cover management of the
Partnerships business and affairs.
 ARTICLE II- FINANCIAL MATTERS

INITIAL CAPITAL CONTRIBUTION OF THE PARTNERS

2.01: Each Partners initial capital contribution to the Partnership is as follows:

For Cynthia Abella, the sum of P1,500,000, consisting of cash and building.

For Louis Rusco, the sum of P2,000,000, consisting of cash.

VOLUNTARY CONTRIBUTIONS OF CAPITAL

2.02: No one Partner may make any voluntary contributions of capital to the Partnership without the
consent of the Partners.

INTEREST ON CAPITAL

2.03: No partner shall be entitled to interest on his or her contributions of capital to the Partnership.

ADDITIONAL LOANS TO PARTNERSHIPS

2.04: No Partner shall lend or advance money to or for the Partnerships benefit without the approval of
the other Partners. If any Partner, with the requisite consent of the other Partners, lends money to the
Partnership in addition to his or her contribution to its capital, the loan shall be a debt of the Partnership to the
Partner and shall bear interest at such rate as may be agreed upon by the Partners. The liability shall not be
regarded as an increase in the lending Partners capital, and it shall not entitle such Partner to any increased
share of the Partnerships profits.

WITHDRAWAL OF CAPITAL

2.05: No one Partner may withdraw capital from the Partnership without the consent of the other
Partners.

BOOKS OF ACCOUNT

2.06: Complete and accurate accounts of all transactions of the Partnership shall be kept on proper
books, and each Partners shall enter or cause to be entered therein a full and accurate account of all transactions
made on behalf of the Partnership.

INSPECTION OF BOOKS

2.07: The books of account and other records of the Partnership shall at all times be kept at the principal
place of business of the Partnership, and each of the Partners, or their representatives, shall at all times have
access to and may inspect and copy any of them.
 METHOD OF ACCOUNTING

2.08: The books of accounting shall be kept on a cash basis method.

FISCAL YEAR

2.09: The fiscal year of the Partnership shall be the calendar year.

ANNUAL REPORT TO PARTNERS

2.10: As soon as after the close of each fiscal year as is reasonably practicable, the Partnership shall
furnish to each Partner an annual report. This report shall consist of at least (a) a copy of the Partnerships
income tax returns for the fiscal year, (b) supporting profit and loss statements, (c) a balance sheet showing the
Partnerships financial position as of the end of that fiscal year, and (d) any additional information that the
Partners may require for the preparation of their individual income tax returns.

DETERMINATION OF PROFIT AND LOSS

2.11: The Partnerships net profit or loss for each fiscal year shall be determined as soon as practicable
after the close of the fiscal year in accordance with the accounting principles employed in the preparation of the
income tax return filed by the Partnership for that year.

DIVISION OF PROFITS AND LOSSES

2.12: The Partnerships profits and losses shall be shared among the Partners as follows:

Cynthia Abella, 45 percent of the total

Louis Rusco, 55 percent of the total

DISTRIBUTION TO PARTNERS

2.13: Each Partner shall be entitled to draw against profits such amounts as shall from time to time be
mutually agreed upon by the Partners. These amounts shall be charged to the Partners income accounts as they
are drawn.

CAPITAL ACCOUNTS

2.14: An individual capital account shall be maintained for each Partner, and his or her initial capital
contribution shall be credited to that account. Any additional contributions to the Partnerships capital made by
any Partner shall also be credited to that Partners individual capital account; however, no additional share of
profits shall inure to any Partner because of changes or fluctuation in his or her capital account.

INCOME ACCOUNTS

2.15: No partner shall be automatically entitled to any income from the Partnership without the
affirmative vote of more than the majority of the Partners. However, if income is distributed, an individual
income account shall be maintained for each Partner. At the end of each fiscal year, each Partners share of net
profits or net losses of the Partnership shall be credited or debited to, and his or her withdrawals during such
fiscal year deducted from, a Partners income account, any balance or deficit remaining such account shall be
transferred to or charged against such Partners capital account.

ARTICLE III- RIGHTS AND DUTIES OF PARTNERS

MANAGEMENT

3.01: All Partners of the Partnership shall share day to day management responsibilities of the
Partnership.

For all matters outside the scope of duties of the managing Partner or Partners, the Partners shall have
voting rights in the control, management and direction of the business of the Partnership in same proportion as
set forth in Section 2.12(Division of Profits and Losses) above.

HANDLING FUNDS

3.02: All Partnership funds shall be deposited in the Partnerships name at such bank or banks as may
from time to time be selected by the Partners, and shall be subject to withdrawal upon the signature of the
managing partner. The partners shall note any limitation on any Partners account withdrawal authority on any
Partnership deposit account agreement.

REIMBURSEMENT

3.03: Each Partner shall be entitled to reimbursement for the payment of actual, reasonable and
necessary expenses incurred by such Partner in the ordinary course of the Partnerships business, Each partner
shall keep an itemized account of all such expenses paid by him or her and shall cause the same to be entered
into the books of the Partnership.

PERSONAL DEBTS

3.04: Each Partner shall pay and discharge as they become due his or her separate obligations and
protect the other Partners anf the Partnership from all costs, claims and demands in relation thereto.

OUTSIDE ACTIVITIES

3.05: All Partners are required to devote their full time, effort and attention to the Partnership.

ARTICLE IV- CHANGES IN MEMBERSHIP

ADMITTING NEW PARTNERS

4.01: Unless otherwise prohibited by this Agreement, a new Partner may be admitted to the Partnership,
but only with the approval of all Partners. Each new Partner shall be admitted only if he or she executed in this
Agreement and an appropriate supplement to it, in which he or she agrees to be bound by the terms and
provisions of this Agreement, as such may be modified by that supplement. Admission of a new Partner shall
not cause dissolution of the Partnership.

TRANSFERABILITY

4.02: A Partners interest in the Partnership shall not be transferred, in whole or in part, except by (i)
transfer of such interest into a trust in which the transferring partner is a trustee and the beneficiaries of the
transferring partner are the transferring partner or heirs of the transferring partner, (ii) a corporation in which
the transferring partner owns all of the shares of the corporation, or (iii) succession or testamentary disposition
on the Partners death, without first offering the remaining Partner(s) a right of refusal as seth forth in
paragraph 4.06 hereunder, and any other purported transfer of all or a part of a Partners interest shall be void
and of no effect against the Partnership, the other Partner(s), any creditor of the Partnership, or any claimant
against the Partnership.

TRANSFER OF PARTNERS INTEREST UPON DEATH

4.03: Upon the death of any Partner, the remaining Partner(s) shall purchase, and the deceased Partners
estate or other successor in interest shall sell, said Partners Partnership interest according to the terms of this
Section 4.03. The price to be paid for the interest of the deceased Partner shall be equal to the value of that
interest as determined under this Agreement.

The value of a Partners interest in the Partnership for purposes of this Agreement shall be equal to his
or her respective rights to profits (as set forth in paragraph 2.12 of this Agreement) in relation to the total value
of the Partnership.

At the date of signing of this Agreement, and every twelve months thereafter, the Partners shall after
due consideration of all factors they deem relevant, determine the Partnerships value unanimous written
agreement, and that value shall remain in effect for the purposes of this agreement from the date that written
determination until the next written determination, except as otherwise provided below. The valuation shall be
entered on n Exhibit A to this Agreement and all Partners shall initial the entry.

In the event the Partners are unable to agree on a value or otherwise fail to make any such
determination for a period of one or more years from the last such determination of value, the value of the
Partners interest shall be determined by appraisal as follows:

(i)Within 30 days after the appointmentof the personal representative of the deceased Partners estate,
or notification of a Trustee of the deceased Partners Inter Vivos Trust, but in no event later than three
months following the deceased Partners death, the remaining Partners and the personal representative
or Trustee, shall (a) jointly appoint an appraiser for this purpose, or (b) failing this joint action, shall
separately designate an appraiser and, within 10 days after their appointment, the two Partners, or the
personal representative, to appoint an appraiser within the time allowed shall be deemed equivalent to
appointing the appraiser appointed by the other party.
 (ii)If, within 30 days, after the appointment of all appraisers, a majority of the appraisers concur on the
value of the interest being appraised, that appraisal shall be binding and conclusive. If a majority of the
appraisers do not concur within that period, the determination of the appraiser whose appraisal is
neither the highest nor the lowest shall be binding and conclusive. The remaining Partners and the
Partner whose interest is to be appraised, or his or her estate or successors, shall share the appraisal
expenses equally.

The Partner(s) obligated to purchase the deceased Partners share shall pay for the interest by paying 25
percent cash within 6 months after the appointment of the personal representative of the deceased
Partners estate or notification from a Trustee that thePartnership interest is subject to such trust, with
the balance due on a promissory note. Such promissory note shall be dated as of the date that the first
25 percent of the Purchase Price is due, shall mature in 3 years, shall be payable in equal amortized
monthly installments, and shall bear interest at a rate of 8 percent per annum (unless such rate exceeds
the highest legal rate, in which the interest shall be the highest legal rate).

DISSOLUTION

4.04: On any dissolution of the Partnership under this Agreement or applicable law, the continuing
operation of the Partnerships business shall be confined to those activities reasonably necessary to wind up the
Partnerships affairs, discharge its obligations and preserve and distribute its assets.

REMOVALOF PARTNER

4.05: In the event any one Partner is or has been found guilty of improper conduct, such conduct
consisting of any conduct involving moral turpitude against the Partnership interests or against the other
Partners, such as theft or misappropriation of Partnership property, fraud against the Partnership, use of
Partnership property for individual gain without the approval of the other partners, or any other like conduct,
or in the event such Partner ceases to act in the best interests of the Partnership, or in the event any one or more
partners shall become debtors in a voluntary or involuntary bankruptcy proceeding or be a subject to a general
assignment for creditors, such Partner may be removed by the remaining Partners. The interest of the removed
Partner shall be valued as set forth in section 4.3 above, and shall be paid in full in equal amortized payments
over a period of five years, with interest accruing at a rate of five (5) percent per annum.

RIGHT OF FIRST REFUSAL

4.06: If any Partner receives an offer, whether or not solicited by that Partner, to sell all or any portion
of his or her in the Partnership, and if the Partner receiving the offer is willing to accept it, such Partner shall
give written notice of the amount and terms of the offer, the identity of the proposed transferee, and the
Partners willingness to accept offer to each of the other Partner(s). The other Partner(s) shall have the option,
within 30 days after such notice is received, to purchase the designated interest or designated portion of the
interest of the Partner giving notice on the same terms as those continued in the offer.
 ARTICLE V-MISCELLANEOUS

NOTICE

5.01: Any and all notice between the parties hereto provided for or permitted under this Agreement or
by law shall be in writing and shall be deemed in duly served when personally delivered to a Partner, or in lieu
of such personal service, when deposited in the mail, address to such Partner or both: (i) the address of the
principal place of business of the Partnership, and (ii) the address of the Partner receiving notice as shown on
the Partnership books and records.

SUCCESSORS

5.02: This Agreement shall be binding on and inure to the benefit of the respective successors, assigns
and personal representatives of the Parties thereto.

SEVERABILITY

5.03: If any term, provision, covenant or condition of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the rest of the agreement shall remain in full force and effect
and shall no way be affected, impaired or invalidated.

GOVERNING LAW

5.04: This Agreement is executed and intended to be performed in the Philippines, and the laws of the
Republic of the Philippines shall govern its interpretation and effect.

AMENDMENTS

5.05: This Agreement may be amended at any time and from time to time, by mutual agreement of the
Partners, but any amendment must be in writing and signed by each Partner.

INDEMNIFICATION

5.06: Each Partner shall indemnify and hold harmless the Partnership and each of the other Partners
from any and all expenses or liability resulting from or arising out of any negligence or misconduct on his or
her part to the extent that the amount exceeds the applicable insurance carried by the Partnership, if any.

ENTIRE AGREEMENT

5.07: This instrument contains the entire agreement of the parties relating to the rights granted and the
obligations assumed in this instrument and supersedes any prior agreement. Any oral representations or
modifications concerning this instrument shall be of no force or effect unless contained in a subsequent written
modification signed by the party to be charged.

ATTORNEYS FEES
 5.09: If any action at law or in equity, including an action for declaratory relief, is brought to enforce or
interpret the provisions of this Agreement, the prevailing party entitled to a reasonable attorneys fee, which
may be set by the court in the same action, or any separate action brought for that purpose, in addition to any
other relief to which such Partner may be entitled.

IN WITNESS WHEREOF, the Partners have executed this Agreement on this 3rd day of February,
2017.

_______________________

Cynthia Abella

_______________________

Louis Rusco