ARTICLES OF LIMITED PARTNERSHIP

Articles of Limited Partnership

This limited partnership agreement is made on October 06, 2023 in Masbate City by and between
DINA PINILI CAFE as general partners and D & M clothing line as limited partners.

Article I.
Governing Law

The parties to this agreement by it form a limited partnership pursuant to the provisions of the
Uniform Limited Partnership Act of the State of the Philippines, and that act shall govern the
rights and liabilities of the parties to this agreement.

Article II.
Name

The name of this limited Partnership shall be DINA PINILI CAFÉ

Article III
Term

This limited partnership shall begin the day the certificate of limited partnership is duly filed and
shall continue until terminated in accordance with this agreement.

Article IV.
Purposes

The purpose of this limited partnership are to invest in improved and unimproved real estate in
the State of the Philippines and to. To conduct business related to books and coffee. To provide a
place to people who loves reading a book while drinking coffee. And also a relaxing and
welcoming environment.

Article V.
Principle Place of Business

The principal place of business of the limited partnership shall be in Espinosa street, Masbate
City or such other place or places as the general partners may designate from time to time.

Article VI.
Capital Contributions

(a) The general partners shall transfer to the limited partnership the real estate describe in
Exhibit I under the terms and conditions set forth in that exhibit. The general partners
shall not be required to make any additional contributions to capital.
(b) Each limited partners shall contribute the amount of cash specified in Exhibit II.
(c) If any limited partners fails to make highly reputable profit into the entire cash
contribution within 30 days after the days of this agreement, then she will be default, land
the general partners may sell and transfer all or any part of the limited partnership interest
of the defaulting limited partner to another limited partner or, if no other limited partner
will purchase the interest, to any other person. The sell and transfer shall be made in such
manner as general partners may determine and upon such sale and transfer, the defaulting
limited partner shall cease to have any right, title or interest in the limited partnership
with respect to the portion sold and transferred. Not with standing any sell and transfer,
the defaulting limited partner shall remain liable to the limited partnership for the
delinquent amount, less any net amount received from the sale and transfer, last interest
from the date due until the date paid at the rate of 40% per annum and all reasonable
attorney fees, cost, and expenses incurred by the limited partnership to recover delinquent
amount.
(d) Each partner’s capital contribution shall be credited to a separate capital account to be
maintained for each partner. No interest shall be paid on any capital contribution.
 Article VII
Partnership Management

(a) The partnership business shall be managed by general partners. In addition to those
powers granted to the general partners by law, the general partners shall have the
power to execute leases in management contracts, incur obligations on behalf of the
limited partnership in connection with the business, and execute on behalf of the
limited partnership any and all instrument necessary to carry out the purpose of
limited partnership, including the power to dispose the real property or other assets of
the limited partnership for full in adequate consideration. However, the general
partners may not sell or pledge more than 50% of the assets owned by the limited
partnership at the time of sale or pledge in on one or a series of transactions without
the affirmative vote of limited partners entitled to 40% or more of the profits of the
limited partnership.
(b) No limited partner may participate in the management in the limited partnership or
subject the limited partnership to
(c) The general partners may employ persons in the operation and management of the
limited partnership business for such compensation as they determine.
(d) any liability or obligations,
(e) The general partners may employ persons in the operation and management of the
limited partnership business for such compensation as they determine.
(f) The general partners have no authority to do any act in contravention of this
agreement or the certificate of the limited partnership; to do any act that would make
it impossible to carry on limited partnership’s ordinary business; to confess a
judgement against the limited partnership; to admit anyone as a partner except as
otherwise provided in this agreement or to possess or assign rights in limited
partnership property for other than a limited partnership purpose.

Article VIII.
Status of limited partners

(a) The limited partners are not personally liable for the expenses, liabilities, or
obligations of the limited partnership.
(b) A limited partner may only withdraw high capital account following the
termination of the limited partnership. But no part of the capital account of any
limited partner may be withdrawn unless all partnership liabilities. Other than
liabilities to partners on account of their capital contributions, have been paid or
unless the partnership has sufficient asset to pay such liabilities. In making such a
withdrawal, no limited partner may demand or receive property other than cash in
return for his capital contribution.

Article IX.
Addition of Limited Partners

Except when a limited partner has a defaulted in making high capital contribution, the general
partners may not admit additional limited partners without the consent of the limited partners
entitled to 30% of the profits to the limited partnership.

Article X.
Profit and loses

(a) Profit. The net profit of the limited partnership shall be equal to the taxable income of the
limited partnership as shown in the limited partnership tax return filed with the United States.
Except as provided in Article XI, profit shall be divided as follows:
(1.)60% to the capital accounts of the general partners in accordance with the percentage
set forth in Exhibit I.
(2.)40% to the capital accounts to the limited partners in accordance with the percentage
set forth in Exhibit II.
(b) Losses. All losses shall be entirely allocated to the limited partner’s capital account in
proportion to their capital contributions, but no limited partner may be liable for more than
high individual investment in the limited partnership.
 Article XI.
Limitation on Allocations and Distribution to General Partners

Not with standing Article X, the general partners shall not receive any share of profits or
distribution of capital until such time as a partner has been returned high investment through a
combination of profit and losses. For the purpose of this computation, the capital contribution
of limited partner shall be considered P800,000.00. From this amount 100% of the profits
distributed to a person making such a capital contribution and 50% 0f the losses shall be
deducted.

Article XII.
Assignment of Partner’s Interest

(a) General’s Partners. No general partners may assign, mortgage, or sell all or a portion of
high interest as general partner to anyone other than general partner or limited partner.
The transferee shall be a general partner to the extent of the interest transferred.
(b) Limited Partners. A limited partner’s right to receive any income from the limited
partnership may not be transferred without the prior. Written consent of the general
partners, who may not unreasonably with hold such consent. A limited partner may not
transfer all or a portion of high capital interest unless she first gives the other limited
partner’s the opportunity to purchase the interest at its fair market value, as determine by
the general partners. The limited partners shall have 30 days to purchase the interest.

Article XIII.
Compensation for General Partner

In addition to receiving a share of net profits, as provided in Article X, the general partners
are entitled to a management fee equal to 40% of the value of the assets listed on the year-end
balance sheet of the limited partnership, prepared in accordance with generally accepted
accounting principles, but in calculating the value of the assets for the purpose of determining
the management, there shall be no reduction for accumulated depreciation.

Article XIV.
Banking

Partnership funds shall be deposited in such bank or banks as the general partner select. All
withdrawals shall be made with checks signed by a general partner or high authorized agent.

Article XV
Books and Records

The limited partnerships shall maintain its books and records at its principal place of business
or such other place as designated by the general partners. The books and record shall be
available for reasonable inspection by any partner or a partner’s authorized representative. At
the end of each calendar year, the general partners shall choose a certified public accountant
to make a certified audit of the books and distribute to the limited partners a full and detailed
statement of business operation during the year. Each partner has the right to conduct, at high
own expense. A private audit of the books and records if –he does so at a reasonable time and
after notifying the general partners, but not more than often than once in 18 months.
Article XVI.
Termination of Limited Partnership

The limited partnership shall terminate upon the happening of any of the following events:

(a) Sale of all or substantially all of the partnership assets.

(b) The death, bankruptcy, retirement, or adjudication of insanity or incompetence of the last
remaining general partner.
(c) The insolvency or bankruptcy of the limited partnership.
(d) Agreement by limited partners entitled to 40% or more of the profits of the limited
partnership that the limited partnership shall terminate.
 Article XVII.
Distribution on Dissolution

After the termination of the limited partnership, the general partners or, if paragraph (b) of
Article XVI applies, the limited partners shall liquidate the partnership property and apply the
proceeds in the following order of priority:

(a)To creditors (except limited partners on account of their contributions and general partners) in
the order of their priority as provided by law.
(b). To partners as follows:
(1). 60% to the general partners in accordance with the percentages set forth in Exhibit I.
(2). 40% to the limited partners in accordance with the percentages set forth in Exhibit II.

Article XVIII.
Power of Attorney

Each of the limited partners by this agreement constitutes and appoints Atty Xalvien
Voungavelle, general partners, as his true and lawful attorneys with the power to make, execute,
sign, acknowledge and file in his name, place, and stead a certificate of limited partnership under
the laws of the State of the Philippines, and a certificate of conducting business under an
assumed name, and to execute such other instruments as may be required under the laws of the
State of the Philippines, and any amendments to the foregoing.

Article XIX.
Death, Retirement or Incompetency of General Partner

When a general partner dies, retires, or is adjudicated insane or incompetent, she, her personal
representative, or guardian shall be paid the amount the general partner would have received had
the limited partnership been liquidated at that time. After such payment is made, the interests of
the remaining general partners and the limited partners shall be adjusted in accordance with
Exhibits I and II.

Article XX.
Death or Incompetency of Limited Partner

When a limited partner dies or is adjudicated insane or incompetent, her personal representative
or guardian shall succeed to the rights of the limited partner.

Article XXI.
Notices

All notices provided for in this agreement shall be sent by registered or certified mail to the
parties at the addresses set forth in Exhibit III.

Article XXII.
Successors

This agreement shall be binding upon and shall inure to the benefit of the heirs, executors,
administrators, successors, and assigns of the partners.

Article XXIII.
Arbitration

Any controversy arising in relation to this agreement shall be settled by arbitration in the City of
Masbate pursuant to the then applicable rules of the American Arbitration Association.

Article XXIV.
Counterparts

This agreement may be executed in counterparts, each of which shall constitute an original of it.
 Article XXV.
Accounting Year

The accounting year of the limited partnership shall be the calendar year.

Article XXVI.
Amendments

This agreement may be amended with the consent of limited partners entitled to 20% or more of
the profits of the limited partnership.

Article XXVII.
Organizational Expenses

All expenses required for the formation of the limited partnership shall be paid by the limited
partnership.

Article XXVIII.
Integration Clause

This agreement constitutes the final written expression of the parties' agreement, and any
statements, oral or written, that differ from the terms of this agreement shall have no effect.

In witness of which, the parties have executed this agreement October 06, 2023.

DINA MAE S. PEÑARES

General Partners

ASHARI HASH
Limited Partners
 ARTICLES OF PARTNERSHIP
of
LIBROS Y CAFÉ, LTD

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, all of legal age and residents of the Republic of the Philippines
have agreed to amend a limited partnership under the terms and conditions herein set forth and
subject to the provisions of existing laws of the Republic of thePhilippines.

AND WE HEREBY CERTIFY:

ARTICLE I. That the name of the partnership shall be: DINA PINILI, LTD.

ARTICLE II. That the principal office of the Partnership shall be located at Espinosa street,
Masbate City, Philippines.

ARTICLE III. That the names, citizenship, residence and designation of thepartners of said
partnership are as follows:

Names Citizenship Residence Designation

Dina Mae S. Peñares Filipino Masbate City General Partnership
Novo E. Peñares Filipino Masbate City Limited Partnership
Nj I. Sabanga Filipino Masbate City Limited Partnership
Nodie Mark Peñares Filipino Masbate City Limited Partnership

ARTICLE IV. That this partnership shall have a term of 20 years from and after the original
recording of its Article of Partnership by the Securities and Exchange commission.

ARTICLE V. That the purpose for which said partnership is formed are as follows:

1. To conduct business related to books and coffee.

2.To provide a place to people who loves reading a book while drinking coffee.
3. And to provide a relaxing and welcoming environment.

ARTICLE VI. That the capital of the partnership shall be amount of five hundred thousand
(P 500 000), Philippine Currency contributed in cash by the partners as follows:
Name Amount Contributed
Dina Mae S. Peñares P500, 000.00
Novo E. Peñares P100, 000.00
Nj I. Sabanga P100, 000.00
Nodie Mark S. Peñares P100, 000.00

That no transfer will reduce the ownership of Filipinos citizens to less than the required
percentage of capital shall be recorded in the paper books of the partnership.

ARTICLE VII. That the profits and losses of this partnership shall be divided and distributed
proportionately on the ratio of the capital contribution of each partners.

ARTICLE VIII. That should there be any additional contribution made by a limited partner,
such must be agreed upon by all the partners in writing and duly recorded atleast three (3) days
after signing of same agreement. Such contribution shall amend Article VI of the Articles of
Partnership and in no case shall such amendment be done less than one (1) year after the original
recording of said partnership by the Securities and Exchange Commission.

ARTICLE IX. That the contribution of each limited partner may be returned to him/ her one
(1) year after the original recording of said partnership by the Securities and Exchange
Commission.
ARTICLE X. That the limited partner may be given the right to substitute an assignee as
contributor in his place, provided that he has duly notified his partners in oral and writing, stating
the reasons therefor, one (1) week before effectivity of said substitution. Provided further that
such limited partner has already settled his obligations to the partnership prior to the notification
of substitution.

ARTICLE XI. That a partner may admit an additional limited partner, provided that the other
partners have been duly notified in oral and writing one(1) week before effectivity of admission
and duly concurred by all the partners in oral and writing.

ARTICLE XII. That the remaining general partner or partners shall have the right to
continue the business in cases of death, retirement, civil interdiction, insanity or insolvency of a
partner.

ARTICLE XIII. That the firm shall be under the management of Princess Mae T. Gigante, as
General Manager and as such she shall be in charge of the management ofthe affairs of the
partnership.

ARTICLE XIV. That the partners willingly undertake to change the name of the partnership
immediately upon receipt of notice/ directive from the Securities and Exchange Commission that
another partnership, corporation, or person has been declare misleading, deceptive, confusingly
similar to a registered name or contrary to public morals, good customs or public policy.

IN WITNESS WHEREOF, we have hereunto set our hands this 03th day of October 2023
at Masbate City, Phlippines.

DINA MAE S. PEÑARES NOVO E. PEÑARES

TIN: 314-741-000 TIN: 378-392-000

NJ I. ISAGAN NODIE MARK S. PEÑARES

TIN: 613-123-000 TIN: 167-891-000
 ACKNOWLEDGEMENT
Republic of the Philippines }
City of Masbate } S. S.

BEFORE ME, a Notary Public, for and in Masbate City, Philippines, this 03th day of
October 2023, personally came and personally appeared the following persons with their
Community Tax Certificates as follows:

Name CTC # Date / Place

Issued
Dina Mae S. Peñares 314741 August 25,2023 Masbate City
Novo E. Peñares 378392 September 29, 2023 Masbate City
Nj I. Sabanga 613123 September 15, 2023 Masbate City
Nodie Mark S. Peñares 167891 September 14, 2023 Masbate 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
PTR. No.
IBP. No.
Roll of attorney No.
TIN
Masbate City

Doc. No.:
Page No.:
Book No.:
Series of 2023