ARTICLES OF PARTNERSHIP of SUPERFAST INTERNET CENTER, LTD. KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, of legal age, citizens and residents of the Philippines, have this day voluntarily bind ourselves together for the purpose of forming a partnership, under the terms and conditions herein set forth, and subject to the requirements of existing the existing laws of the Republic of the Philippines. AND WE HEREBY CERTIFY: ARTICLE I. That the name of the partnership shall be called “Superfast Internet Center, Ltd.” and shall operate and transact business under said firm name. ARTICLE II. That the principal office of the Partnership shall be located at #23 Dr. A. Santos Ave., Brgy. San Isidro, Paranaque City. ARTICLE III. That the names, surnames, postal addresses, and designations of the partners of this partnership are as follows: NAME Ferdinand A. Ramos Revelyn M. Sotto
ADDRESS #16 Road 9-B, UPS5, Sucat, Paranaque City 13-A Matimyas St., Brgy. Don Manuel, Quezon City
DESIGNATION General Partner Limited Partner
ARTICLE IV. That the Partnership shall commence on this date, and shall continue until the Partners decide to terminate the Partnership. ARTICLE V. That the purpose of the Partnership shall be to engage in and carry on a computer rental business for internet access, office productivity, online communications, and online gaming. Additional services will include but will not be limited to document printing, photo printing, photocopying, scanning, layout, editing, and typing services. ARTICLE VI. That the capital of the Partnership shall be Four Hundred Thousand Pesos (P400,000.00) will be contributed within thirty (30) days following the signing of this Agreement. It will be contributed as follows: Ferdinand A. Ramos
Two Hundred Thousand Pesos (P200,000.00) worth of computer equipment
Revelyn M. Sotto
Two Hundred Thousand Pesos (P200,000.00) in cash
An individual capital account shall be maintained for each Partner and shall consist of his or her capital contribution, increased by (a) additional capital contributions made by him or her and (b) his or her share of Partnership profits and gains, and decreased by (i) distributions of profits and capital to him or her and (ii) his or her share of Partnership losses, deductions and credits, and otherwise in accordance with generally accepted accounting principles. ARTICLE VII. That Ferdinand A. Ramos shall have the rights in the management of the partnership business, and as managing partner shall devote his entire time to the conduct of the business. Without the consent of the other partner neither partner shall on behalf of the partnership borrow or lend money, or make, deliver, or accept any commercial paper, or execute any mortgage, security agreement, bond, or lease, or purchase or contract to purchase, or sell or contract to sell any property for or of the partnership other than the type of property bought and sold in the regular course of its business.
ARTICLE VIII. That the rent of the buildings where the partnership business shall be carried on, and the cost of repairs and alterations, all rates, taxes, payments for insurance, and other expenses in respect to the buildings used by the partnership, and the wages for all persons employed by the partnership are all to become payable on the account of the partnership. ARTICLE IX. That the partnership books shall be maintained at the principal office of the partnership, and each partner shall at all times have access thereto. The books shall be kept on a fiscal year basis, and shall be closed and balanced at the end of each fiscal year. An audit shall be made as of the closing date. The fiscal year of the Partnership shall be the calendar year. ARTICLE X. That The Partnership’s profits and losses shall be shared among the Partners as follows: Ferdinand A. Ramos Revelyn M. Sotto
60% 40%
The Partners shall also receive in addition to their shares in the profit, a monthly salary of Fifteen Pesos (P15,000.00) each, until otherwise changed by the Partners. ARTICLE XI. That each partner shall be at liberty to draw out of the business in anticipation of the expected profits any sums that may be mutually agreed on, and the sums are to be drawn only after there has been entered in the books of the partnership the terms of agreement, giving the date, the amount to be drawn by the respective partners, the time at which the sums shall be drawn, and any other conditions or matters mutually agreed on. The signatures of each partner shall be affixed on the books of the partnership. The total sum of the advanced draw for each partner shall be deducted from the sum that partner is entitled to under the distribution of profits as provided for in Article X. ARTICLE XII. That 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 has executed 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. ARTICLE XIII. That in the event any partner shall desire to retire from the partnership, the partner shall give TWO (2) months’ notice in writing to the other partners. The continuing partners shall pay to the retiring partner at the termination of the TWO (2) months’ notice the value of the interest of the retiring partner in the partnership. The value shall be determined by a closing of the books and a rendition of the appropriate profit and loss, trial balance, and balance sheet statements. All disputes arising from such determination shall be resolved as provided in Article XVII. ARTICLE XIV. That in the event of the death of one partner, the legal representative of the deceased partner shall remain as a partner in the firm, except that the exercise of this right on the part of the representative of the deceased partner shall not continue for a period in excess of TWELVE (12) months, even though under the terms of this agreement a greater period of time is provided before the termination of this agreement. The original rights of the partners shall accrue to their heirs, executors, or assigns. ARTICLE XV. That no partner shall hire or dismiss any person in the employment of the partnership without the consent of the other partners, except in cases of gross misconduct by the employee. ARTICLE XVI. That the partners shall not have to contribute any additional capital to the partnership required under Article VI, except as follows: (1) each partner shall be required to contribute a proportionate share in additional contributions should there be an insufficiency in the capital or profits of the partnership to meet current expenses; or (2) the capital falls below TWO HUNDRED THOUSAND PESOS (P200,000.00).
ARTICLE XVII. That if any differences shall arise between or among the partners as to their rights or liabilities under this agreement, or under any instrument made in furtherance of the partnership business, the difference shall be determined and the instrument shall be settled by Atty. Jose Yayen, acting as arbitrator, and the decision shall be final as to the contents and interpretations of the instrument and as to the proper mode of carrying the provision into effect. ARTICLE XVIII. That if where it shall appear to the partners that this agreement, or any terms and conditions contained in this agreement, are in any way ineffective or deficient, or not expressed as originally intended, the partners will enter into, execute, and perform all further deeds and instruments as their counsel shall advise. Any addition, alteration, or modification shall be in writing, and no oral agreement shall be effective. ARTICLE XIX. That the partnership may be dissolved at any time by agreement of the partners, in which event the partners shall proceed with reasonable promptness to liquidate the business of the partnership. The partnership name shall be sold with the other assets of the business. The assets of the partnership business shall be used and distributed in the following order: 1) To pay or provide for the payment of all partnership liabilities and liquidating expenses and obligations; 2) To equalize the capital accounts of the partners; and 3) To discharge the balance of the capital accounts of the partners. IN WITNESS WHEREOF, we have hereunto set our hands this 20th day of February 2015 at Manila, Philippines.
FERDINAND A. RAMOS TIN: 275-006-744
REVELYN M. SOTTO TIN: 289-480-744
ACKNOWLEDGEMENT Republic of the Philippines } City of Manila } S. S. BEFORE ME, a Notary Public, for and in Manila, Philippines, this 20th day of February, 2015, personally came and personally appeared the following persons with their Community Tax Certificates as follows: Name Ferdinand A. Ramos Revelyn M. Sotto
CTC # 122009889 345889009
Date / Place Issued Jan 2015, Paranaque City Jan 2015, Quezon City
Known to me to be the same persons who executed the Foregoing Articles of Partnership, and they acknowledged to me that the same is their voluntary act and deed. WITNESS MY HAND AND SEAL on the date first above written.
Name of legal Counsel Notary Public Valid Until December 31, 2015 PTR. No. IBP No. Roll of Attorney No. TIN Manila
Doc. No.: Page No.: Book No.: Series of 2015
