Chapter 7: Legal Aspect

Of

ARTICLES OF LIMITED PARTNERSHIP

BABYCAKES CUPCAKERY PHILIPPINES, 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 the Philippines.

AND WE HEREBY CERTIFY:

ARTICLE I That the name of the partnership shall be Babycakes Philippines, LTD.

ARTICLE II That the principal office of the Partnership shall be located at KM 37, Mac Arthur Hi-Way, Brgy. Tikay, City of Malolos, Bulacan

Chapter 7: Legal Aspect

ARTICLE III That the names, citizenships, residence of the partners of said partnership are as follows: Name NAME Citizenship Residence Filipino ADDRESS Designation General Partner

NAME

Filipino

ADDRESS

Limited Partner

NAME

Filipino

ADDRESS

Limited Partner

NAME

Filipino

ADDRESS

Limited Partner

NAME

Filipino

ADDRESS

Limited Partner

Chapter 7: Legal Aspect

ARTICLE IV That the term for which said partnerships is to exist 30 years from the original recording of said partnership by the Security and Exchange Commission (SEC). ARTICLE V That the purpose for which said partnership is formed are as follows:

1. To conduct business related to providing cupcake and coffee products 2. To engage into providing services related to cupcake products for special occasions ARTICLE VI That the capital of the partnership shall be twenty five million, Philippine Currency contributed in cash by the partners as follows: Name NAME NAME NAME NAME NAME Amount Contributed 1,500,000.00 750,000.00 750,000.00 1,000,000.00 1,000,000.00

Chapter 7: Legal Aspect

of the partnership. ARTICLE VII

That no transfer will reduce the ownership of Filipino citizens to less

than the required percentage of capital shall be recorded in the paper books

That the profits and losses shall be divided pro-rata among the 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 at least two (2) days after signing of same agreement.

ARTICLE IX That the said contribution of each limited partner may be returned to him/her three years (3) after the original recording of this said partnership by the Securities and Exchange Commission (SEC).

Chapter 7: Legal Aspect

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 writing, stating the reasons therefor, five (5) days before effectivity of substitution. Provided further that such limited partner has already settled his obligations to the partnership prior to the notification of the substitution.

ARTICLE XI That a partner may admit an additional limited partner, provided that other partners have been duly notified in writing five (5) days before effectivity of admission and duly concurred by all the partners in 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 general partner.

ARTICLE XIII That the firm shall be under the management of Patrick Jerome Morado, as General Manager and as such he shall be in charge of the management of the affairs of the partnership.

Chapter 7: Legal Aspect

ARTICLE XIV That the partners willingly undertake to change the name of the partnership immediately upon receipt of notice/directive from the Security and Exchange Commission (SEC) that another partnership, corporation, or person has been declared 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 11 th Day of November, 2012 at the City of Malolos, Bulacan, Phiippines.

NAME

NAME

NAME

NAME

NAME

Chapter 7: Legal Aspect

ACKNOWLEDGEMENT REPUBLIC OF THE PHILIPPINES ) PROVINCE OF BULACAN City of Malolos ) SS. )

BEFORE ME, a Notary Public for and in the City of Malolos, this 11 th Day of November, 2012, personally came and appeared the following persons with their corresponding Community Tax Certificates:

Name

Community Tax Certificate No.

Date & Place Issued

NAME

NUMBER

ADDRESS

NAME

NUMBER

ADDRESS

NAME

NUMBER

ADDRESS

NAME

NUMBER

ADDRESS

NAME

NUMBER

ADDRESS

Chapter 7: Legal Aspect

company they represent. WITNESS MY HAND AND NOTARIAL SEAL

Known to me and to me known to be the same persons who executed the foregoing ARTICLES OF LIMITED PARTNERSHIP and ACKNOWLEDGED and SWORE before me that the same is their free and voluntary act and deed, and that of the

Notary Public

Doc. No.: ________ Page No.: ________ Book No.: ________ Series of _________