ANNEX “A”

Memorandum of Agreement

“AND WE HEREBY CERTIFY:

I.

That the names and residences of the partners of the said

partnership are as follows:

Names Residences

JANI DEP Alta Vusta, Bansalan, Davao del Sur

RYAN REENOLDS Mamatay, Bansalan, Davao del Sur
WAYNE RAIDER Kangkong Street, Bansalan, Davao del Sur

II.

That a partnership exists relative to the business with business

name Haliwood Marketing Services;

Albeit the said business is registered in the name WAYNE

RAIDER, as the sole proprietor, the undersigned have contributed
resources and capital to materialize a joint venture with full
intention to form a partnership, which relation is governed by this
covenant.

III.

That principal office is located at Dolo Bansalan Davao del Sur,

Philippines, as reflected in the business permit and registration
issued by concerned government agencies;

IV.

That the capital of said partnership is Three Hundred Thousand

Pesos (PHP 300,000), where each partner has equally contributed
the sum of One Hundred Thousand Pesos (PHP 100,000).

V.

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 That the purpose for such partnership is the retails of
furnitures and fixtures.

VI.

That the term for which this partnership is to exist is fifty (50)
years counted from 20 January 2013, subject to applicable
provisions of the law.

VII.

That the partnership shall be under the management of the

registered proprietor WAYNE RAIDER, and as such manager he
shall have charge of the management of the affairs of said
partnership; and he shall have the power to use the firm name and
in otherwise performing such acts as are necessary in the
management of the business of the partnership.

VIII.

That said manager shall receive a monthly allowance of Six

Thousand Pesos (PHP 6,000);

That out of the profits of the business of the partnership, the

partners hereto shall draw the said monthly salaries of the
manager, including that of the clerks and employees that may be
hired.

IX.

That the profits and losses as the case may be shall be divided
and distributed pro rata according to the amounts of capital
contributed by each partner to the partnership.

X.

That each and every partner has the right to full information
as to all matters connected with the business of the firm, and is
entitled to demand from any and all other partners access to papers
and records of the firm that may be in the possession of said other
partner or partners, and a full disclosure of any information that he
or they possess as to the affairs of the firm;

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 That the manager shall have the obligation to grant access to
any partner who desires to examine and review the books and
records of the business at any business hours.

XI.

That the manager or any partner for that matter shall have
no right to embark in any speculative transaction in goods dealt in
by the partnership without the express consent of all the other
partners which must be reduced to writing.

XII.

That the managing partner shall report first his decision of

hiring and discharging of clerks and employees to the other
partners, including the salaries and benefits to be granted to said
clerks and employees;

That the final decision of hiring or discharging clerks and

employees to the business and the benefits to be granted to said
clerks and employees shall have the prior approval of the majority
of the partners.

XIII.

That no partner shall engage in, or invest or deal in the

securities of any business that in any way competes with that of
this firm, nor shall he give any time or attention to any outside
business, except with the written consent of his co-partners.

XIV.

That the manager shall have the obligation to render an

honest accounting and liquidation of necessary expenses incurred
in the running of the partnership business;

That the commission of fraud by the manager in the

management or in the bookkeeping of the business shall be
sufficient cause for the expulsion from the partnership without
prejudice to the exercise of any and all remedies in this case made
and as provided for by law.

XV.

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 That the partners hereto reserve the right to expel any
partner who, without just cause, shall fail to comply in any manner
whatsoever with the obligations imposed upon him by virtue of this
Memorandum of Agreement, this without prejudice to the
enforcement of any and all remedies granted this partnership by
any and all existing laws, covenants, stipulations and agreements.

XVI.

It is hereby mutually agreed and covenanted by and among

the partners that any partner or partners, whether capitalist or
industrial, who without the previous consent of the partners, shall
transact business for this or their own private account against the
express or implied prohibition of this Memorandum of Agreement,
may be expelled from the partnership. Such expulsion, however,
shall not prejudice the right of the partnership to demand of the
erring partner or partners any and all remedies in this case made
and provided.

XVII.

That the partners affirm the existence of a savings deposit

account with One Network Bank Bansalan Branch and a current
account with Land Bank of the Philippines Bansalan Branch
registered in the name of WAYNE RAIDER, which accounts contain
a portion of capital contributions of the partners and the profits and
income of the partnership;

That the partners hereby agree to amend the nature of the

registration or ownership of said bank accounts into joint accounts
to be held under the names of the managing partner WAYNE
RAIDER and capitalist partner JANI DEP, who shall be the
authorized bank signatories for all the transactions involving the
business of the partnership;

That any deletion, addition or any form of changes in the bank

signatories hereafter shall be with the consent and approval of the
majority of the partners.”

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IN WITNESS WHEREOF, the parties hereto have agreed these present on this
20th January 2017 at Bansalan Davao del Sur Philippines.

BY:

JANI DEP WAYNE RAIDER

RYAN REENOLDS

Signed in the presence of:

CHUKIE C. BATINGANA SALLY R. SEGUERRA

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 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES]

PROVINCE OF DAVAO DEL SUR ]
BANSALAN ] S.S.
X------------------------/

On this 20th day of January, 2017 personally appeared before me, a Notary
Public in and for the Municipality of Bansalan Davao del Sur, the following
persons:

NAME PASSPORT/ID DATE ISSUED PLACE ISSUED

JANI DEP SSS No. JAN 10. 2015 DIGOS CITY

57400183687
WAYNE RAIDER SSS No. MAY 8 2013 DIGOS CITY

89000183698
RYAN REENOLDS SSS No. JUNE 12 2011 DIGOS CITY
89008736179

All known to me to be the same persons who executed the foregoing document
and acknowledgement that the same is an act of their free and voluntary will
and deed.

IN WITNESS WHEREOF, I hereunto sign this document and affix my seal of

office on this date and place aforementioned.

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 DOMINIC E. EMBODO,MBA
PTR No. 4569519; 01/02/2015
IBP No. 924910; 12/16/2015 (for 2016)
Davao del Sur Chapter
Roll of Attorneys No. 34567
TIN 2378-000-980
MCLE Compliance No. IV-0000367
Issued on 04 November 2015

Doc. No. 10;

Page No. 2;
Book No. 1;
Series of 2017.