Articles of Partnership

ARTICLES OF PARTNERSHIP of MEMORY CATCHER, 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: Memory Catcher, Ltd.

ARTICLE II. That the principal office of the Partnership shall be located at #191 Aurora Blvd Quezon City, Philippines.

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

Citizenship

Residence

Designation

Geraldine F. Naperi

Filipino

Quezon City

General Partner

Joyce A. Petallo

Filipino

Quezon city

General Partner

Hanna C. Andaya

Filipino

Quezon City

Limited Partner

ARTICLE IV. That the term for which said partnership is to exist is 20 years from the original recording of said partnership by the Securities and Exchange Commission.

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ARTICLE V. That the purpose for which said partnership is formed are as follows: 1. To conduct photography and videography services for all occasions; and 2. To conduct business related to graphics design and lay outing including business promotion

and advertising.

ARTICLE VI. That the capital of the partnership shall be six hundred thousand, Philippine Currency contributed in cash by the partners as follows: Name

Amount Contributed

Geraldine F. Naperi

P 125, 000.00

Joyce A. Petallo

P 125, 000.00

Hanna C. Andaya

P 75, 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 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. 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 three (3) years after the original recording of said partnership by the Securities and Exchange Commission.

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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 affectivity 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 writing five (5) days before affectivity 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 Geraldine F. Naperi, as General Manager and as such she shall be in charge of the management of the 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 8th day of September 2011 at Cagayan de Oro City, Phlippines. GERALDINE F. NAPERI

HANNA C. ANDAYA

TIN:

TIN:

873-637-1927

135-972-3673

JOYCE A. PETALLO TIN:

536-273-0027 3 of 4

ACKNOWLEDGEMENT Republic of the Philippines } Quezon City } S. S. BEFORE ME, a Notary Public, for and in Quezon City, Philippines, this 5th day of March, 2012, personally came and personally appeared the following persons with their Community Tax Certificates as follows: Name

CTC #

Date / Place Issued

Geraldine F. Naperi

26192586

Quezon City

Joyce A. Petallo

27837354

Quezon City

Hanna C. Andaya

27834745

Quezon 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, 2012 PTR. No. IBP No. Roll of Attorney No. TIN Quezon City

Doc. No.: Page No.: Book No.: Series of 2012

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