GENERAL PARTNERSHIP AGREEMENT 

OF 
R.A.C.K
   
This General Partnership Agreement of R.A.C.K is made as of the 3rd day of
February 2022, by and between Mendoza, Carl Gabriel residing at 321 Wilson st.
Manila, Philippines, Paug, Khryzabelle D. residing at 567 Sta Mesa Manila,
Philippines, Parilla, Ana Vel residing at 86B Mandaluyong City and Melo, Reu
Celle Grace residing at 321 Wilson st. Manila, Philippines.

RECITALS 
The parties have agreed to join together as Partners to build and to conduct its
business in accordance with the provisions of this Agreement. 

TERMS OF AGREEMENT 
1. Name and Address.  The name of the Partnership shall be R.A.C.K (Reu.
Ana. Carl. Khryza) its principal office shall be at Shaw Blvd. Mandaluyong
City, Philippines.

2. Purpose. The Partnership is organized for the following purpose:

 To create a perfect business that involves people who are dedicated
on attaining an achievement for the company.
 To impose a strategic partnership that allows the business to have
the opportunity to grow the customer base and improves the
business’ status.

 The Partnership may enter into, make and perform all contracts and all other
undertakings and engage in any and all transactions the Partners may deem
necessary or advisable to carry out its purposes. 
1. Term and Fiscal Year. The Partnership shall continue until terminated
pursuant to Section 11. The fiscal and taxable year of the R.A.C.K Partnership
shall end on July, 21 of the year 2024.
2. Partners’ Accounts.  The R.A.C.K Partnership shall maintain separate
Capital Accounts for each Partner to record each Partners’ capital
contributions, withdrawals and share of the Partnership’s net profits or net
losses including unrealized profits and losses calculated in a manner
consonant with that of Summit Investors. 
5.         Capital Contributions. The initial capital contributions by the Partners to the
Partnership were as follows: 

Mendoza, Carl Gabriel 45%

Paug, Khryzabelle D. 30%
Parilla, Ana Vel 15%
Melo, Reu Celle Grace 10%
TOTAL 100%

  
The capital contributions and capital accounts for each Partner to the Partnership
effective on the 3rd of February, 2022 shall be as follows: 

₱ 2,250,000 45%

₱ 1,500,000 30%

₱ 750,000 15%

₱ 500,000 10%

TOTAL: ₱ 5,000,000 100%

Additional capital contributions shall be made by the Partners in the amounts and
in the proportions as the Partners shall agree upon. 
1. Profits and Losses. The Partnership’s profits and losses shall be allocated
to the Partners in proportion to their capital accounts. 

2. Managing General Partner. Mendoza, Carl Gabriel, as Managing General

Partner, will be in charge of the Partnership's overall management, control, and
operations. If both partners are unwilling or unable to serve, the managing
general partner will be a partner who has been designated by all of the partners
as the managing general partner.

3. Additional Partners. may be admitted to the Partnership with the written

approval of all Partners, subject to the terms and circumstances (including capital
contributions) that the Partners establish at the time.
4. Assignability of interests. With the express agreement of the Managing General
Partner, a partner's interest may be assigned or transferred in whole or in part
from one Partner to any other Partner within the Partnership. Unless as stated in
the above sentence, a Partner's interest may not be assigned, pledged,
hypothecated, or transferred in any other way to that Partner's executor or
administrator except in the event of death or incapacity.

5. Withdrawal by Partners. (a) A Partner may withdraw from the Partnership by

giving notice to each of the other Partners at least seventy-five (75) days prior to
the end of any fiscal year. The Capital Account of the withdrawing Partner must
be valued on the last day of the fiscal year in which the withdrawal notice is
submitted. During the ten succeeding fiscal years of the Partnership, the
withdrawing Partner shall be paid the value of that Partner's closing Capital
Account in ten (10) equal annual installments (with interest at the average of the
prime rate announced from time to time by Deposit Guaranty National Bank, or
its successors in interest, during the preceding fiscal year) payable on the first
business day of the following fiscal year and on the first business day of each
succeeding fiscal year.(b) A Partner may withdraw a portion of a Partner's Capital
Account as of the first business day of the following fiscal year, with the
agreement of the Managing General Partner, by giving notice to each of the
other Partners at least 75 days prior to the last day of any fiscal year.

6. Causes of Termination. The Partnership will end on the earlier of the following
dates:
11.1 The Partners' incompetence, insolvency, or death; or
11.2 Any court of competent jurisdiction's decree directing the Partnership's
dissolution or termination;

1. A written declaration of termination by all the partners (b) Thirty days

following the delivery of a written declaration of intention to terminate the
Partnership to the other Partners; or

2. The Partnership shall not be terminated by the incompetence, insolvency, or

death of any one or more of the Partners (but not all the Partners).
1. When the Partnership gets liquidated, thereof applies: 1.1 the
Partnership's affairs are eventually ended up,
1.2 the Partnership's assets are sold,
 1.3 the debts are paid,
1.4 the surplus is fairly distributed among the Partners.
1.5 shoulder the costs and expenses of the liquidation;
1.6 To the establishment, if any reserves, deemed essential for the Partnership's
debts, liabilities, or commitments that may arise in the future;
1.7 The liquidation will be managed jointly by the Partners, with the exception
that if one of them declines to participate, the other Partners will take over.

1. Amendments. Only the written approval of eighty percent (80%) of the

Partners is required to alter this Agreement; however, only the written consent of
all the Partners is required to amend Section 7 of this Agreement.

2. Consent and Agreement. This Agreement requires that all consents and
agreements be in writing, with a signed copy filed and kept with the Partnership's
books. Execution As of the 3rd day of February, 2022, the parties' exclusive
agreement pertaining to their Partnership is included in it, and it accurately sets
forth each party's rights, duties, and obligations to the other in relation to it. Any
preceding pledges, negotiations, or statements that have not been explicitly
mentioned in this Agreement are invalid.

Mendoza, Carl Gabriel (signature)

Paug, Khryzabelle D. (signature)
Parilla, Ana Vel (signature)
Melo, Reu Celle Grace (signature)