[ARTICLES OF GENERAL PARTNERSHIP ] Business Org I

ARTICLESOFPARTNERSHIP

Of

HAPPYSMILEINVESTMENT

KNOWALLMENBYTHESEPRESENTS:

That we, the undersigned, all of legal age, and residents of the Republic of the Philippines, have
agreed to establish a general partnership in accordance with the terms and conditions herein after set
forthandsubjecttotheprovisionsoftheexistinglawsoftheRepublicofthePhilippines.

ANDWEHEREBYCERTIFY:

ARTICLEI.ThatthenameofthepartnershipshallbeHappySmileInvestment.

ARTICLE II. That the principal office of the Partnership shall be located at 1044 Brookside
Drive,Sta.Ana,Cagayan.

ARTICLE III. That the names, citizenship and residence of the partners of the said partnership
areasfollows:

Name Citizenship Residence

JohnCromwellD.Recto Filipino Sta.Ana,Cagayan
ReynoldB.Rodriguez Filipino Sta.Ana,Cagayan
MarlonA.Silvestre Filipino Sta.Ana,Cagayan

ARTICLE IV. That the term for which said partnership is to exist is five (5) years from the
execution of this instrument, unless the partners mutually agree in writing to a shorter period. Should the
partnership be terminated by the 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
proportionateshare.

ARTICLEV.Thatthepurposesforwhichthispartnershipisestablishedareasfollows:
1. To conduct business related to photography and event planning including business
marketingandadvertising
2. To conduct professional digital photography services for all occasions including
weddings,birthday,debuts,anniversariesandotherkindsofevents
3. Toengageinbusinessrelatedtocustomproductphotographysolutions.

ARTICLE VI. That the capital of this partnership shall be Six Hundred Thousand Pesos,
PhilippineCurrency,brokendownincontributionsasfollows:

[ARTICLES OF GENERAL PARTNERSHIP ] Business Org I

Name AmountContributed
JohnCromwellD.Recto P100,000
ReynoldB.Rodriguez P200,000
MarlonA.Silvestre P300,000

The partnership shall maintain a capital account record for each partner should any partner's
capitalaccountfallbelowtheagreedtoamount,thenthatpartnershall:

1. Have his share of partnership profits then due and payable applied instead to his capital
accountand
2. Pay any deficiency to the partnership if his share of partnership profits is not yet due and
payableor,ifitis,hisshareisinsufficienttocancelthedeficiency.

ARTICLEVII.Thattheprofitsandlossesshallbedividedprorataamongthepartners.

ARTICLE VIII. That the partners shall provide their fulltime services and best efforts on
behalf of the partnership. No partner shall receive a salary for services rendered to the partnership.
Each partner shall have equal rights to manage and control the partnership and its business. Should there
be differences between the partners concerning ordinary business matters, a decision shall be made by
unanimous vote. It is understood that the partners may elect one of the partners to conduct the
daytoday business of the partnership however, no partner shall be able to bind the partnership by act
or contract to any liability exceeding One Hundred Thousand Pesos (P100,000), Philippine Currency,
withoutthepriorwrittenconsentofeachpartner.

ARTICLE IX. In the event a partner withdraws or retires from the partnership for any reason,
including death, the remaining partners may continue to operate the partnership using the same name. A
withdrawing partner shall be obligated to give at least thirty (30) days prior written notice of his/her
intentiontowithdraworretireandshallbeobligatedtosellhis/herinterestinthepartnership.

ARTICLE X. No partner shall transfer interest in the partnership to any other party without the
written consent of the remaining partner(s). The remaining partner(s) shall pay the withdrawing or
retiring partner, or to the legal representative of the deceased or disabled partner, the value of his
interestinthepartnership,or:

a.Thesumofhiscapitalaccount
b.Anyunpaidloansduehim
c. His proportionate share of accrued net profits remaining undistributed in his capital
accountand
d. His interest in any prior agreed appreciation in the value of the partnership property
overitsbookvalue.

Novalueforgoodwillshallbeincludedindeterminingthevalueofthepartner'sinterest.

ARTICLE XI. 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

[ARTICLES OF GENERAL PARTNERSHIP ] Business Org I

anticipated business of the partnership for a period of One (1) year within the Province of Cagayan
wherethepartnershipiscurrentlydoingorplanningtodobusiness.

ARTICLE XII. That the partners undertake to change the name of the partnership immediately
upon receipt notice or directive from the Securities and Exchange Commission that another partnership,
corporation or person has acquired a prior right to the use of that name or that the name has been
declared misleading, deceptive, confusingly similar to a registered name, or contrary to public morals,
goodcustomsorpublicpolicy.

IN WITNESS WHEREOF, we have hereunto set our hands this 3

rd
day of October 2013 at
Sta.Ana,Cagayan,Philippines.

JohnCromwellD.Recto ReynoldB.Rodriguez
TIN:708934183 TIN:847493699

MarlonA.Silvestre
TIN:917824945

SIGNEDINTHEPRESENCEOF:

AnneFergusReginaBell

ACKNOWLEDGMENT
RepublicofthePhilippines}
ProvinceofCagayan}S.S.

BEFOREME,aNotaryPublic,forandinSta.Ana,Cagayan,Philippines,this3
rd
dayof
October,2013,personallycameandpersonallyappearedthefollowingpersonswiththeirTaxpayer
IdentificationNumbersasfollows:

Name TIN PlaceIssued

JohnCromwellD.Recto 708934183 Sta.Ana,Cagayan
ReynoldB.Rodriguez847493699 Sta.Ana,Cagayan
MarlonA.Silvestre 917824945 Sta.Ana,Cagayan

KnowntometobethesamepersonswhoexecutedtheFOREGOINGARTICLESOF
PARTNERSHIP,andtheyacknowledgedtomethatthesameistheirvoluntaryactanddeed.

WITNESSMYHANDANDSEALonthedatefirstabovewritten.