RE PU BL IC O F T H E P H IL IPP I N ES

SECURITY AND EXCHANGE COMMISSION

SE C Bu ild i ng , E DS A, Gr een hi ll s
City o f Ma nd aluy o n g, Me tr o Ma nil a

Co m pa ny Re g . N o . D K -9 8

CERTIFICATE OF FILING
OF
Articles of Partnership
Of
ToonHub

KNOWN TO ALL MEN BY THESE PRESENTS:

That we, the undersigned partners, all of legal age, residents and

citizens of the Philippines, have on this day voluntarily associated

ourselves together for the purpose of forming a general partnership

under the following terms and conditions and subject to ex isting and

applicable laws of the Republic of the Philippines:

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AND WE HEREBY CERTIFY AS FOLLOWS:

FIRST. That the name of the said partnership shall be

“ToonHub”

SECOND. That the purposes for which said partnership is

formed are to install, maintain, and operate offices and satellite areas,

lines, instruments, cables stations, exchanges, apparatus and any and

all kinds of equipment, or contrivances, for communications and the

transmission of the channels, programs, networks and signals, or any

other means which may hereafter be used for television program

purposes; to install, maintain, operate, or lease, in whole, or in part,

cable lines and systems and all other systems and program lines, and to

purchase, sell and deal in all kinds of appa ratus and objects and

products which may be advantageously combined with the building,

installing and operation of those systems and lines and in general, to

engage in any and all acts of business which may be necessary, or

convenient, in the furtherance o f such lines of television programs and

the business.

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 Powers of each partner. Without limiting or restricting in any

manner the general powers and all other rights and privileges now or

hereafter granted by the laws of the Philippines or any country or

territory where partners does business or owns property, to

partnerships of the character of said part nership:

1. To invest and deal with the money and properties of the

said partnership and to sell, dis pose of or transfer the

business, properties and goodwill of said corporation or

any part thereof for such consideration and under such

terms and conditions as the managing partner may

determine to be wise or expedient for the benefit or

advancement of the interest of said partnership, subject

to the requirements of applicable law;

2. To purchase, acquire, own lease, sell and convey real

properties with respect to the business affairs of the

television program such as but not limited lands,

buildings, warehouses, other personal properties as may

be necessary or incidental to the operation of the

partnership business or as the managing partner may

determine to be wise or expedient for the benefit or

advancement of the interest of the said partnership, and

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 to pay for any property purchased or acquired by or

leased to said partnership, in cash, in kind and other

evidences of indebtedness, or other securities;

3. To redevelop any and all properties owned or acquired

by said partnership of preserving, enhancing or

maximizing their value or as may be wise or expedient

for the advancement of its interest, and is such manner

and under such terms and conditions, as the managing

partner may determine;

4. To borrow or raise money necessary to meet the financial

requirements of the business of said corporation by the

issuance of bonds, promissory notes and other evidences

of indebtedness, and to secure the repayment of any such

bonds, promissory notes and other evidences of

indebtedness by mortgage, pledge, deed of trust or lien

upon the properties of said partnership;

5. To enter into any lawful arrangement for sharing profits,

reciprocal concession, cooperation or joint venture with

any corporation, association, partnership, entity, person

or governmental, municipal or public authority,

domestic or foreign, in carrying our any business or

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 transaction deemed necessary, convenient or incidental

to accomplish the purposes of said partnership;

6. To establish and operate one or more branch offices or

agencies within or outside the Philippines and to carry

out any or all its operations and business es in or through

such branch offices or agencies without any restrictions,

except those provided in applicable laws; and

7. To conduct and transact any and all lawful business, and

to do or cause to be done any one or more of the acts

and things herein set forth as its purposes, within or

outside the Philippines, and everything necessary,

desirable or incidental to the accomplishment of the

purposes or the exercise of any one or more of the

powers herein enumerated, or which shall at any time

appear conducive to or expedient for the protection or

benefit of said partnership.

THIRD. That the place where the principal office of the

partnership is to be established, or located, is No. 21, P. Burgos st.,

Baguio City.

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 FOURTH. That the term for which said partnersh ip is to exist

is TWENTY (20) years from the original recording of the said

partnership by the Securities and Exchange Commission.

FIFTH. That the firm shall be under the management of a

General Manager and as such he/she shall have charge of the

management of the affairs of the partnership, the managing partner

shall be:

Name Residence Citizenship

Pagaoa, Harry Dave Ilocos Sur Filipino - Italiano

SIXTH. That the name and resident of the general partners of

said partnership are as follows:

Name Residence Citizenship

Montereal, King Anthony Ilagan Filipino - Spanish

Paroy, Kurdel Johansen Tabuk Filipino - Japanese

Gomeyac, Ian Cliff Baguio Filipino

Olarte, Yna Darla Baguio Filipino

Basat, Ria Laureen Baguio Filipino

Alonzo, Charisse Joy Baguio Filipino

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 SEVENTH. That the capital of this partnership shall be Sixty

Nine Million (69,000,000) Philippine Currency contributed in cash

and properties by the partners as follows:

Name Amount Properties Percentage of

Contributed Contributed Contribution

Montereal, King Anthony Php 7,500,000 10.87%

Paroy, Kurdel Johansen Php 11,000,000 15.94%

Three (3) minivans valued

at 1 million ea ch;

Gomeyac, Ian Cliff and 08.70%

Two (2) pickup trucks

valued at 1.5 million each

Olarte, Yna Darla Php 9,3 00,000 13.48%

Basat, Ria L aureen Php 8,200,000 11.88%

Alonzo, Char isse Joy Php 6,500,000 9.42%

One (1) par cel of land

valued at 15 million;

including the
Pagaoa, Harr y Dave 29.71%
improvements thereon i.e.

4-storey building valued

at 5.5 million

TOTAL Php 42,500,000 Php 26,500,000 100.00%

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 That no transfer which will reduce the owner ship of Filipino

Citizens to less than the required percentage of capital shall be

recorded in the proper books of the partnership;

Technical descriptions of the motor vehicles:

Motor Vehicle 1
MAKE : TOYOTA HI-ACE MOTOR NO : KB503014-002673E

SERIES : 2018 SERIAL/CHASSIS NO : KB503-014-002673

TYPE OF BODY : Minivan PLATE NO : EL5083

COLOR : Pearl White C.R. NO : 1516-000000064980

Motor Vehicle 2
MAKE : TOYOTA HI-ACE MOTOR NO : KB503014-002674E

SERIES : 2018 SERIAL/CHASSIS NO : KB503-014-002674

TYPE OF BODY : Minivan PLATE NO : EL5084

COLOR : Pearl White C.R. NO : 1516-000000064981

Motor Vehicle 3
MAKE : TOYOTA HI-ACE MOTOR NO : KB503014-002675E

SERIES : 2018 SERIAL/CHASSIS NO : KB503-014-002675

TYPE OF BODY : Minivan PLATE NO : EL5085

COLOR : Pearl White C.R. NO : 1516-000000064982

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 Motor Vehicle 4
MAKE : TOYOTA HILUX MOTOR NO : LO565404-003240E

SERIES : 2018 L-Edition SERIAL/CHASSIS NO : LO565404-003240E

TYPE OF BODY : Pickup truck PLATE NO : DX8700

COLOR : Silver Mettalic C.R. NO : 1516-000000064980

Motor Vehicle 5
MAKE : TOYOTA HILUX MOTOR NO : LO565404-003241E

SERIES : 2018 L-Edition SERIAL/CHASSIS NO : LO565404-003241E

TYPE OF BODY : Pickup truck PLATE NO : DX8701

COLOR : Silver Mettalic C.R. NO : 1516-000000064981

Technical description of the real properties

1. “A PARCEL OF LAND (Lot No. 21, P. Burgos st., Baguio

City.) (Lot 21 of consolidation subdivision plan (LRC) Pcs -13265,

being a portion of the consolidation of Lots 4751 -A and 4751-B (LRC)

Psd-50533, Lot 3, Psd-100703, Lot 1, Psd150980, LRC Rec. Nos. Nos.

N-27024, 51768, 89632, N-11782, N-13466, and 21071 situated in the

Bo. of Bokawkan cor. P. Burgos st., Baguio City, Is. of Luzon. Bounded

on NE., point 4 to 1 by Road Lot 21, on to the point of beginning;

containing an area of (700) square meters more or less .” And;

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 2. “A 4-STOREY COMMERCIAL BUILDING situated in the

parcel of land mentioned above i.e. Lot No. 21, P. Burgos st., Baguio

City, situated in the Bo. of Bokawkan cor. P. Burgos st. , Baguio City,

Is. of Luzon. Bounded on NE.; containing an area of (150) square

meters per storey more or less.”

EIGHT. That the profits and losses shall be divided pro-rata

among the partners

NINTH. That the partners undertake to change the name of the

partnership immediately upon receipt of notice or directive from the

Securities and Exchange Commission that another partnership,

corporation or person has acquired a prio r 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,

good customs or public policy.

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 IN WITNESS WHEREOF, we have hereunto affixed our

signatures this 9 t h day of November, 2018, at Baguio City,

Philippines.

Republic of the Philippines }

City of Baguio

S.S.

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 ACKNOWLEDGEMENT

BEFORE ME, a Notary Public, for and in the City of Baguio,

Philippines, this 9 t h day of November 2018, personally appeared the

following persons with their Community Tax Certificate as follows :

Harry Dave Pagaoa

TIN NO. 640644
05.06.10

King Anthony Montereal Ria Laureen Basat

TIN NO. 987912 TIN NO. 548751
15.06.05 08.18.13

Yna Darla Olarte Kurdel Johansen Paroy

TIN NO. 650864 TIN NO. 640644
10.02.10 02.12.11

Ian Cliff Gomeyac Charisse Joy Alonzo

TIN NO. 015508 TIN NO. 045127
10.07.12 12.06.09

Known to me and to me known to be the same persons who

executed the foregoing Articles of Partnership constituting of thirteen

(13) pages, including this page where the acknowledgement is written,

and they acknowledged to me that the same is their free and voluntary

act and deed.

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 WITNESS MY HAND AND SEAL this 9 t h day of November

2018 at Baguio City, Philippines.

Doc. No. 01;

Page No. 69;

Book No. II;

series of 2018.

ISAGANI M. CRUZ III

Roll No. 10500 06.21.16 Manila
IBP Baguio-Benguet Chapter
PTR No. 654165 07.08.12
MCLE Compliance No. 65460-III 09.06.12
Notarial Commission No. 6540640 08.09.12
Until 12.07.22

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