Partnership Agreement of

Bulacan Cotton

KNOWN ALL MEN BY THESE PRESENTS:

The we, SunHa Chung, single and Pedring Abanador, married and Nora
Knowles, window, all Filipinos, of all legal ages, and residents of Bulacan,
Philippines, have on this day, covenanted to established a partnership, in
accordance with the laws of the Republic of the Philippines;

AND WE HEREBY CERTIFY:

1. That the name and addresses of the respective partners are as

follows:
a) SunHa Chung, City of Malolos, Bulacan
b) Pedring Abanador, Marilao, Bulacan
c) Nora Knowles, Balagtas, Bulacan

2. That the name of this partnership shall be Bulacan Cotton (BulCot) and
it shall exist for ten (10) years from the execution of this instrument,
unless the partners mutually agree in writing to a shorter or longer
period. Should the partnership be terminated by unanimous vote, the
assets and cash of the partnership shall be used to pay all creditors,
with the remaining amounts to be distributed to the partners according
to their proportionate share.

3. That the capital of this partnership shall be three-hundred thousand

pesos (P300,000.00), Philippine Currency, broken down, in the
contributions, as follows:

Name of Partners Contribution

Sungha Chung P150,000.00
Pedring Abanador P75,000.00
Nora Knowles P75,000.00

4. That the purposes for which this partnership is established are as

follows:
a. Produce export quality cotton balls or cotton pads; and
b. Provide the community quality cotton balls or cotton pads.
 5. The partners shall provide their full-time services and best efforts on
behalf of the partnership. No partner shall receive a salary for services
rendered to the partnership. Each partner shall have equal rights to
manage and control the partnership and its business. Should there be
differences between the partners concerning ordinary business
matters, a decision shall be made by unanimous vote. It is understood
that the partners may elect one of the partners to conduct the day-to-
day business of the partnership; however, no partner shall be able to
bind the partnership by act or contract to any liability exceeding two-
hundred thousand pesos (P200,000.00), Philippine Currency, without
the prior written consent of each partner.

6. That the profits and losses shall be divided among the partners pro
rata in proportion to their respective contributions.

7. In the event a partner withdraws or retires from the partnership for

any reason, including death, the remaining partners may continue to
operate the partnership using the same name. A withdrawing partner
shall be obligated to give thirty (30) days prior written notice of
his/her intention to withdraw or retire and shall be obligated to sell
his/her interest in the partnership

8. A partner who retires or withdraws from the partnership shall not

directly or indirectly engage in a business which is or which would be
competitive with the existing or then anticipated business of the
partnership for a period of one 1 year within the Province of Bulacan,
Manila and Pampanga where the partnership is currently doing or
planning to do business.

IN WITNESS WHEREOF, we have hereunto set our hands this 27 th of August

2020 at City of Malolos, Bulacan, Philippines

(SGD) SungHa Chung (SGD) Pedring Abanador (SGD) Nora Knowles

SIGNED IN THE PRESENCE OF:

Potenciano Nestor Madel Hernaiz

(ACKNOWLEDGMENT)