Articles of Partnership

ARTICLES OF PARTNERSHIP Of MOBEG Coconut Oil Industry

KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, all of legal age and residents of Dipolog City, Zamboanga del Norte, Philippines, have on this day, covenanted to establish a partnership, under the terms and conditions herein set forth in accordance with the laws of the Republic of the Philippines; AND WE HEREBY CERTIFY: That the names, citizenship, residence and designation of the partners of said partnership are as follows: Name Pascual Martinez Paciano Ortega Gaudencio Bendijo Isabelo Echavez Geronimo Gonzales

Citizenship Filipino Filipino Filipino Filipino Filipino

Residence Miputak Dipolog City Miputak Dipolog City Martinez St., Dipolog City Dicayas Dipolog City Central Brgy. Dipolog City

Designation General Partner General Partner General Partner General Partner General Partner

ARTICLE I. Name and Business That the name of this partnership shall be MOBEG COCONUT OIL INDUSTRY the purpose for which said partnership is formed on marketing and distribution of coconut oil. Supplied by Southern Oil Mills Inc. (SIOM) in Nabilid, Roxas, Zamboanga del Norte. The principal office of the Partnership shall be located at X, Y and Z lot at Bonifacio Street, Dipolog City, Philippines. ARTICLE II. Terms That the term of the said partnership shall exist for ten (10) years from the execution of this instrument from the original recording of said partnership by the Security and Exchange Commission, unless the partners mutually agree in writing to a shorter 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. ARTICLE III. Capital That the capital of the partnership shall be one hundred thousand, Philippine Currency contributed in cash by the partners as follows: Name Amount Contributed Pascual Martinez Php100,000.00 Paciano Ortega Php 100,000.00 Gaudencio Bendijo Php100,000.00 Isabelo Echavez Php100,000.00 Geronimo Gonzales Php100,000.00 

A separate capital account shall be maintained for each partner. Should any partner’s capital account fall below to the agreed amount, then that partner shall: (1) have his share of partnership profits due and payable applied instead to his capital account; and (2) pay any deficiency to the partnership if his share of partnership profits is not yet due and payable or, if it is, his share is sufficient to cancel the deficiency.  Neither partner shall withdraw any part of their capital account during the duration of the partnership.  Upon the demand of either partner, the capital accounts of the partners shall be maintained at all times in the proportions in which the partners share in the profits and losses of the partnership.

ARTICLE VI. Profit and Loss The net profits of the partnership shall be divided equally between the partners and the net losses shall be borne equally by them. A separate income account shall be maintained for each partner. Partnership profits and losses shall be charged or credited to the separate income account of each partner. If a partner has no credit balance in their income account, losses shall be charged to their capital account. ARTICLE VII. Salaries and Withdrawals Neither partner shall receive any salary for services rendered to the partnership. Each partner may, from time to time, withdraw the credit balance in their income account. ARTICLE VIII. Interest No interest shall be paid on the initial contributions to the capital of the partnership or on any subsequent contributions of capital. ARTICLE IX. Management Duties and Restrictions That the firm shall be under the management of Pascual Martinez as General Manager and as such she shall be in charge of the management of the affairs of the partnership. Nevertheless, the partners shall have equal rights in the partnership business, and each partner shall devote their 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. No partner shall transfer interest in the partnership to any other party without the written consent of the remaining partner(s). 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 three (3) years within the City/Province of Zamboanga del Norte where the partnership is currently doing or planning to do business. Article X. Banking All funds of the partnership shall be deposited in its name in such checking account or accounts as shall be designated by the partners. All withdrawals therefrom are to be made upon checks signed by either partner. Article

XI. Books 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.

Article

XII. Voluntary Termination 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: (a) to pay or provide for the payment of all partnership liabilities and liquidating expenses and obligations; (b) to equalize the income accounts of the partners; (c) to discharge the balance of the income accounts of the partners; (d) to equalize the capital accounts of the partners; and (e) to discharge the balance of the capital accounts of the partners. Article XII. Death Upon the death of either partner, the surviving partner shall have the right either to purchase the interest of the decedent in the partnership or to terminate and liquidate the partnership business. If the surviving partner elects to purchase the decedent's interest, he shall serve notice in writing of such election, within three months after the death of the decedent, upon the executor or administrator of the decedent, or, if at the time of such election no legal representative has been appointed, upon any one of the known legal heirs of the decedent at the last-known address of such heir. (a) If the surviving partner elects to purchase the interest of the decedent in the partnership, the purchase price shall be equal to the decedent's capital account as at the date of their death plus the decedent's income account as at the end of the prior fiscal year, increased by their share of partnership profits or decreased by their share of partnership losses for the period from the beginning of the fiscal year in which their death occurred until the end of the calendar month in which their death occurred, and decreased by withdrawals charged to their income account during such period. No allowance shall be made for goodwill, trade name, patents, or other intangible assets, except as those assets have been reflected on the partnership books immediately prior to the decedent's death; but the survivor shall nevertheless be entitled to use the trade name of the partnership. (b) Except as herein otherwise stated, the procedure as to liquidation and distribution of the assets of the partnership business shall be the same as stated in Article XII with reference to voluntary termination. Article XIV. Arbitration Any controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be settled by arbitration in accordance with the rules and regulations in the Republic of the Philippines by obtaining judgment upon the award rendered may be entered in any court having jurisdiction thereof. In witness whereof the parties have signed this Agreement. th

IN WITNESS WHEREOF, we have hereunto set our hands this 11 day of February 2013 at Dipolog City, Phlippines. Pascual Martinez TIN:

Paciano Ortega TIN:

Isabelo Echavez TIN:

Geronimo Gonzales TIN:

Gaudencio Bendijo TIN:

ACKNOWLEDGEMENT Republic of the Philippines } City of Dipolog } S. S. th

BEFORE ME, a Notary Public, for and in Dipolog City, Philippines, this 11 day of February, 20113 personally came and personally appeared the following persons with their Community Tax Certificates as follows: Name Pascual Martinez Paciano Ortega Gaudencio Bendijo Isabelo Echavez Geronimo Gonzales

CTC #

Date / Place Issued

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. Atty. Marither C. Lee Name of legal Counsel Notary Public Valid Until December 31, 2013 PTR. No. IBP No. Roll of Attorney No. TIN Dipolog City Doc. No.: Page No.: Book No.: Series of 2011