U-PRENEUR JOINT VENTURE AGREEMENT

This Joint Venture Agreement (the Agreement) made and entered into this 1st day of March, 2020.

Between:

Mary Jean D. Alvarado of 9F Da Vinci Wing Grand Eastwood Palazzo, Eastwood Libis, Quezon City

Daveth Anne David of _____________________________________

Bianca Morales of ____________________________________

(individually the “Partner” and collectively “The Partners”)

BACKGROUND:

A. The Partners wish to enter an association of mutual benefit and agree to jointly invest and set up
a joint venture enterprise.
B. This Agreement sets out the terms and conditions governing this association.

IN CONSIDERATION OF and as a condition of the Partners entering into this Agreement and other valuable
consideration, the receipt and sufficiency of which consideration is acknowledged, the Partners agree as
follows:

SECTION 1. FORMATION

By this agreement the Partners enter into a joint venture (the “Venture”) in accordance with the
laws of the Republic of the Philippines. The rights and obligations of the Partners will be as stated in the
applicable legislation of the Republic of the Philippines (the “Act”) except as otherwise provided here.

SECTION 2. NAME

The business name of the Venture will be U-PRENEUR BUSINESS DEVELOPMENT INC.

SECTION 3. PURPOSE

The exclusive purpose of the Venture (the “Purpose”) will be to operate and manage the retail
concept of U-PRENEUR BUSINESS DEVELOPMENT INC.

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SECTION 4 TERMS

The duration of the venture (the “Term”) will begin on March 1, 2020 and continue in full force
until any event stated in the Dissolution of the Joint Venture occurs.

SECTION 5 PLACE OF BUSINESS

The principal office of the business of the Venture will be located at 727 Pasig Blvd Brgy Pineda
Pasig City or such a place as the Partners may from time to time designate.

SECTION 6 BUSINESS MANAGEMENT

1. The venture will be directed, controlled and managed by a management committee (the
“Management Committee”). Within the limits of the Purpose of the Venture and terms of this
Agreement. The Management Committee will have full authority to bind the Partners in all
matters relating to the direction, control and management of the Venture. Authority to bind the
venture in contract or in any third-party business relation lies exclusively with the Management
Committee, or its delegates.
2. The Management Committee will consist of the Partners or representative of the Partners (the
“Representative”) unless otherwise agreed by all Partners. Each partner may replace its
Representative or appoint a temporary alternate at its own discretion on reasonable notice to the
remaining Partners.
3. All actions and decisions respecting the appointment of an accounting firm for the Venture
require consent and agreement of a majority of the Management Committee.
4. An Operations Manager or Managers may be appointed by the Management Committee where
necessary or desirable. Duties of the managers will be determined by the Management
Committee.

SECTION 7 MANAGEMENT DUTIES

Except as otherwise specified in this agreement, the duties and obligations of the Management
Committee in relation to the Venture will include the following:

1. Managing the day to day business of the Venture.

2. Monitoring, Controlling and directing the financial, business and operational affairs of the
Venture.
3. Proper maintenance of books of account and financial records according to the accepted
accounting practices.
4. Monitoring, analyzing and acting on all issues over which it would have express or implied
authority according to this agreement.
5. All responsibilities attached to hiring of production and administration staff including any required
labor negotiation, and all responsibilities attached to hiring of third party contractors.

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SECTION 7 MEMBER DUTIES

Each member will be responsible for its respective duties:

Duties of the members may be amended from time to time, by the decision of the Members,
provided that the Members’ interests are not affected with the majority consent of the Members.

SECTION 8 CAPITAL CONTRIBUTION

Each of the members has contributed to the capital of the Venture as follows (the “Capital Contribution”):

Name Capital Contribution Profit Share

Mary Jean Alvarado 500,000 40%
Daveth Anne David 375,000 30%
Bianca Morales 375,000 30%

SECTION 9 WITHDRAWAL OF CONTRIBUTION

No member will have the right to demand or withdraw any portion of their Capital Contribution
of a Member, except as otherwise provided in this Agreement.

SECTION 10 BOOKS OF ACCOUNT

Accurate and complete books of account of the transactions of the Venture will be kept in
accordance with the generally accepted accounting principles and at all reasonable times will be available
and open to inspection and examination by any Partner. The books and records of the Venture will reflect
all the Venture’s transactions and will be appropriate and adequate for the business conducted by the
Venture.

SECTION 11 PARTNERS MEETING

1. Regular Partner meetings will be held as required. Minutes of the meeting will be maintained in
a file.
2. Any Partner can call a special meeting to resolve any urgent issues that require a vote and cannot
wait for the next regularly scheduled meeting. When calling for the special meeting, all Partners
must be provided with reasonable notice. Where a special meeting has been called, the meeting
will be restricted to the specific purpose for which the meeting was called.
3. All meetings will be held on time and in a location that is reasonable, convenient and practical
considering the situation of all members.
4. Any vote required by the Partners will be determined such that each Partner receives a vote equal
to the percentage of their capital contribution.

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SECTION 12 ADMITTING A NEW PARTNER

New Partners may be admitted into the Venture only with the majority consent of the existing
Partners. The new Partner agrees to be bound by al the covenants, terms and conditions of this
agreement, inclusive of all current and future amendments.

SECTION 13 DISASSOCIATION OF A PARTNER

1. Where a Partner is in breach of this Agreement and that the Partner has not remedied the breach
on notice from the venture after a reasonable period, the remaining Partners will have the right
to terminate this Agreement with regard to the individual defaulting Partner (an “Involuntary
Withdrawal”) and take whatever action necessary to protect the interest of the venture.
2. If the Venture is harmed as the result of the individual Partner’s action or failure to act, then that
individual Partner will be liable for that harm. If more than one Partner is at fault, then they will
be jointly and severally liable for that harm.
3. Each Partner will indemnify the remaining Partners against all losses, costs and claims that may
arise in the event of the venture being terminated as a result of breach of agreement by that
Partner.
4. If a Partner is placed in bankruptcy, or withdrawn voluntarily from the Venture, of it there is an
Operation of Law against a Partner, the other Partners will be entitled to proceed as if the Partner
had breached this Agreement.
5. Distribution of any amount owing to a dissociated Partner will be made accordingly to the
percentage of ownership as described in the Valuation of Interest or as otherwise agreed in
writing.

SECTION 14 DISSOLUTION OF JOINT VENTURE

The venture will be dissolved, and its assets liquidated in the event of any of the following:

1. The Term expires and is not extended

2. A unanimous vote by the Partners to dissolve the Venture
3. Loss or incapacity through any means of substantially all the Venture’s assets
4. Where only one Partner remains

SECTION 15 LIQUIDATION

1. On Dissolution, the Venture will be liquidated promptly and within a reasonable time.
2. On the liquidation of the Venture’s assets, distribution of any amounts to Partners will be made
to their respective capital accounts or as otherwise agreed in writing.

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SECTION 16 FORCE MAJEUR

A Partner will be free of liability to the Venture where the Partner is prevented from executing
their obligations under this Agreement in whole or in part due to force majeure where the Partner has
communicated his/her circumstances of that event to any and all other Partners and taken any and all
appropriate action to mitigate that event. Force Majeure will include, but not limited to, earthquake,
typhoon, flood, fire, and war or any other unforeseen and uncontrollable event.

SECTION 17 DUTY OF LOYALY

Provided that the Partner has the consent of most of the other Partners, the Partners on this
Agreement and their respective affiliates may have interests in business other than the Venture. Neither
the Venture nor any other Partner will have any rights to the assets, income or profits of any such business,
venture of transactions. All business, ventures or transactions with any appearance of conflict of interest
must be fully disclosed to all other Partners. Failure to disclose any potential conflicts of interest will be
deemed an Involuntary Withdrawal by the offending Partner maybe treated accordingly by the remaining
Partners.

SECTION 18 CONFIDENTIALITY

1. All matters relating to this Agreement and the Venture will be treated by the Partners as
confidential and no Partner will disclose or allow to disclose any Venture matter or matters,
directly or indirectly, to any third party without prior written approval of all Partners except where
the information properly comes into the public domain.
2. This section will survive for one year after the expiration or termination of this Agreement or
Dissolution of the Venture.

SECTION 19 INDEMNIFICATION

Each partner will be indemnified and held harmless by the Venture from any and all harm or
damage of any nature relating to the Partner’s participation in Venture affairs except where such harm
or damage results from gross negligence or willful misconduct on the part of the Partner.

SECTION 20 LIABILITY

No Partner will be liable to the Venture or any other Partner for any error in judgement or any act
or failure to act where made in good faith. The Partner will be liable for any acts or failures from gross
negligence or willful misconduct.

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SECTION 21 COVENANT OF GOOD FAITH

Partners will use their best efforts, fairly and in good faith to facilitate the success of the Venture.

SECTION 22 AMENDMENTS

This Agreement maybe amended only with the unanimous consent of all Partners.

SECTION 23 JURISDICTION

The Partners submit to the jurisdiction of the courts of the Republic of the Philippines for the
enforcement of this agreement and for any arbitration award or decision arising from this agreement.

SECTION 24 PROFITS

Profits are defined herein as the excess cash after payment of the direct expenses of the Joint
Venture. Direct Expenses will be defined in detail as part of the budget to be agreed upon by the Partners.
Disbursements of the Venture proceeds after expenses will be distributed at the end of each quarter
which is equivalent to 50% of the total profit for that quarter. Share of each Partner is equivalent to the
percentage of their capital contribution.

SECTION 24 TRANSFER OF PARTNER’s RIGHTS

A Partner has the right to transfer their share to anyone upon approval of majority of the rest of
the Partners.

SECTION 25 ENTIRE AGREEMENT

This Agreement contains the entire agreement and understanding between the Partners,
superseding all prior contemporaneous communications, representations, agreements, and
understandings, oral or written, between the Partners with respect to the subject matter hereof. This
Agreement may not be modified in any manner except by written amendment executed by each Party
hereto.

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In Witness Whereof, the Parties have caused this Joint Venture Agreement to be duly executed and
delivered as of the date first written above.

VENTURE PARTNERS:

Mary Jean Alvarado ___________________________________

Daveth Anne David ___________________________________

Bianca Morales ___________________________________

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 Acknowledgment

Before me, a notary public for and in the above jurisdiction, personally appeared before me the
following:

Name Community tax certificate Date / place issued no.

______________________ ______________________ ______________________

______________________ ______________________ ______________________

Known to me and to me known to be the same persons who executed the foregoing franchise
agreement and that they acknowledge to me that the same is their free and voluntary act and deed and
that of the corporations or other entities represented herein.

NOTARY PUBLIC

Doc. No. _____;

Page no.
_____;
Book no.
_____;
Series of
2019.

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