AMENDED AND RESTATED CERTIFICATE OF FORMATION OF

ANIMEFEST The name of the filing entity is AnimeFest as shown in the current records of the Texas Secretary of State. The filing entity is a nonprofit corporation, organized under the Nonprofit Corporations Chapter of the Texas Business Organizations Code (the “Act”). The filing number issued to the filing entity by the Texas Secretary of State is 0162434901, and the original date of formation of the filing entity is April 11, 2001.

AMENDMENTS TO CERTIFICATE OF FORMATION This amended and restated certificate of formation makes new amendments to the certificate of formation. Provided below is an identification by reference or description of each added, altered, or deleted provision.

IDENTIFICATION OF NEW AMENDMENTS The certificate of formation has been amended as follows: The previous Article II has been amended. The full text of the amended provision is now contained in Article 2. The previous Article IV has been amended. The full text of the amended provision is now contained in Article 4. The previous Article V has been amended. The full text of the amended provision is now contained in Article 8. The previous Article VI has been amended. The full text of the amended provision is now contained in Article 9. The previous Article VII has been amended. The full text of the amended provision is now contained in Article 14. The previous Article VIII has been amended. The full text of the amended provision is now contained in Article 7. The previous Article XI has been amended. The full text of the amended provision is now contained in Article 10. Articles IX, X, XII, and XIII have been deleted.

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Articles 5, 6, 11, 12, 13, and 15 have been added. The full text of each amended and added provision is contained in the amended and restated certificate of formation herein.

STATEMENT OF APPROVAL Each new amendment has been made in accordance with the provisions of the Texas Business Organizations Code. The amended and restated certificate of formation has been approved in the manner required by the Code and by the governing documents of the entity.

REQUIRED STATEMENTS The amended and restated certificate of formation, which is attached below, accurately states the text of the certificate of formation being restated and each amendment to the certificate of formation being restated that is in effect and as further amended by the restated certificate of formation. The amended and restated certificate of formation does not contain any other change in the certificate of formation being restated except for the information permitted to be omitted by the provisions of the Texas Business Organizations Code applicable to the filing entity.

EFFECTIVENESS OF FILING This document becomes effective when the document is filed by the secretary of state.

ARTICLE 1 NAME The name of the corporation is AnimeFest.

ARTICLE 2 NONPROFIT CORPORATION The corporation is a nonprofit corporation organized under the Nonprofit Corporations Chapter of the Texas Business Organizations Code (the “Act”) and shall have all of the powers, duties, authorizations, and responsibilities as provided therein. Notwithstanding the foregoing, the corporation shall neither have nor exercise any power, nor engage directly or indirectly in any activity that would invalidate its status as an organization exempt from federal income tax and described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision or provisions of any subsequent United States Internal Revenue law or laws (the “Internal Revenue Code”).

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ARTICLE 3 DURATION The period of the corporation’s duration is perpetual.

ARTICLE 4 PURPOSES The corporation is organized and shall be operated exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (“Section 501(c)(3)”), or any corresponding section of any future federal tax code, and within the meaning of the Texas Tax Code, or any corresponding section of any future Texas Tax Code. Notwithstanding the foregoing, the corporation’s purposes also include the limited participation of the corporation in any other activities, including taxable activities, but only to the extent the activities would be permitted by a taxexempt organization. More particularly, but without limitation, the purposes of this corporation are as follows: (a) Those purposes set forth in section 2.002 of the Texas Business Organizations Code, including any one or more of the following: charitable, patriotic, civic, educational, scientific, social, and fraternal. (b) To promote a future where people better understand and can actively participate in cultures and arts from all over the world. (c) To educate the public about animation, cinema, art, music, games, crafting, costume design, dance, and other forms of traditional and popular culture and art. (d) To provide opportunities to interact closely with peers and mentors with similar interests and provide invaluable educational opportunities to gain insight and expertise in a variety of subject matters related to traditional and pop culture and art. (e) To collect and disburse any and all necessary funds for the maintenance of the corporation and the accomplishment of its purposes within the State of Texas and elsewhere. (f) To make distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended. (g)

To promote, encourage, and foster similar charitable and educational activities.

(h) To exercise all rights and powers conferred by section 501(c)(3) and the laws of the State of Texas upon nonprofit corporations, including without limiting the generality of the foregoing, to acquire, accept, hold, invest, manage, use, sell, disburse, lease, mortgage, convey,

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donate or otherwise dispose of property, gifts, legacies, bequests, devises, and funds of any sort or nature, and to use, expend, or donate the income or principal thereof for, and to devote the same to, the purposes of the corporation. (i) To do such other things as are incidental to the purposes of the corporation or necessary or desirable in order to accomplish them.

ARTICLE 5 POWERS Except as otherwise provided in this amended and restated certificate of formation, the corporation shall have all of the powers provided in the Act. Moreover, the corporation shall have all implied powers necessary and proper to carry out its express powers. The corporation may pay reasonable compensation to directors or officers for services rendered to or for the corporation in furtherance of one or more of its purposes set forth above.

ARTICLE 6

RESTRICTIONS, REQUIREMENTS, AND LIMITATIONS The powers of the corporation to promote the purposes set out above are limited and restricted in the following manner: (a) The corporation shall not pay dividends or other corporate income to its directors or officers or otherwise accrue distributable profits or permit the realization of private gain, except that the corporation shall be authorized and empowered to make payments and distributions (including reasonable compensation for services rendered to or for the corporation) in furtherance of its purposes as set forth in this Certificate. The corporation shall have no power to take any action prohibited by the Act. The corporation shall not have the power to engage in any activities, except to an insubstantial degree, that are not in furtherance of the purposes set forth above. The corporation shall have no power to take any action that would be inconsistent with the requirements for a tax exempt organization under Internal Revenue Code Section 501(c)(3) and related regulations, rulings, and procedures. The corporation shall have no power to take any action that would be inconsistent with the requirements for receiving tax-deductible charitable contributions under Internal Revenue Code Section 170(c)(2) and related regulations, rulings, and procedures. Regardless of any other provision in this amended and restated certificate of formation or state law, the corporation shall have no power to: 1. Engage in activities or use its assets in manners that are not in furtherance of one or more exempt purposes, as set forth above and defined by the Internal Revenue Code and related regulations, rulings, and procedures, except to an insubstantial degree.

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2. Serve a private interest other than one that is clearly incidental to an overriding public interest. 3. Devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise, except as provided by the Internal Revenue Code and related regulations, rulings, and procedures. 4. Participate in or intervene in any political campaign or on behalf of or in opposition to any candidate for public office. The prohibited activities include the publishing or distributing of statements and any other direct or indirect campaign activities. 5. Have objectives that characterize it as an “action organization” as defined by the Internal Revenue Code and related regulations, rulings, and procedures. 6. Distribute its assets on dissolution other than for one or more exempt purposes. 7. Permit any part of the net earnings of the corporation to inure to the benefit of any private shareholder or member of the corporation or any private individual. 8. Carry on an unrelated trade or business except as a secondary purpose related to the corporation’s primary, exempt, purposes. 9. Accept any gift or grant if the gift or grant contains major conditions that would restrict or violate any of the corporation’s charitable or educational purposes or if the gift or grant would require serving a private as opposed to a public interest. (b) In the event this corporation is in any one year a “private foundation” as defined by Section 509(a) of the Internal Revenue Code or corresponding provisions of any subsequent federal tax laws, it shall be required to distribute its income for such taxable year at such time and in such manner as not to subject the foundation to taxation under Section 4942 of the Internal Revenue Code or corresponding provisions of any subsequent federal tax laws; and further shall be prohibited from: (i) any act of “self-dealing” as defined in Section 4941(d) of the Internal Revenue Code or corresponding provisions of any subsequent federal tax laws; (ii) retaining any “excess business holdings” as defined by Section 4943(c) of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws; (iii) making any investments in such manner as to subject the foundation to taxation under Section 4944 of the Internal Revenue Code or corresponding provisions any subsequent federal tax laws; or (iv) making a taxable expenditure as defined in Section 4945(d) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws.

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ARTICLE 7 MEMBERS The corporation may have one or more classes of members and the designation of the authorized number and qualification of members of such classes of membership, if any, and the qualifications and rights of the members of each class shall be set forth in the bylaws.

ARTICLE 8 REGISTERED OFFICE AND AGENT The registered agent is Robert Jenks, and the address of the registered agent and registered office is 2513 Saint Remy Drive, McKinney, Texas 75070. The Board of Directors may change the registered office or agent at its discretion.

ARTICLE 9 BOARD OF DIRECTORS Plenary power to manage and govern the affairs of the corporation is vested in the Board of Directors (the “Board of Directors”) of the corporation. The qualifications, duties, tenure, and other matters relating to the Board of Directors of the corporation shall be provided in the Bylaws. The Board of Directors may vest management responsibility for selected matters in committees, officers, offices, and employees of the corporation as deemed appropriate from time to time. The number of directors may be increased or decreased by the Board of Directors, by amending this amended and restated certificate of formation, or by amending the Bylaws, either of which shall have the same force and effect so long as a minimum of three (3) directors is maintained at all times. Directors shall be natural persons, but need not be residents of Texas. As of the date of adoption of this amended and restated certificate of formation, the names and addresses of the corporation’s directors are: Robert Jenks 675 North Glenville Rd, Suite 165 Richardson, TX 75081 Jonathan Nawrocki 675 North Glenville Rd, Suite 165 Richardson, TX 75081 Laura Jenks 675 North Glenville Rd, Suite 165 Richardson, TX 75081

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Suzi Vega 675 North Glenville Rd, Suite 165 Richardson, TX 75081 Dan Minut 675 North Glenville Rd, Suite 165 Richardson, TX 75081 Fred Werth 675 North Glenville Rd, Suite 165 Richardson, TX 75081 David Olmstead 675 North Glenville Rd, Suite 165 Richardson, TX 75081 Brian Brown 675 North Glenville Rd, Suite 165 Richardson, TX 75081 Cindy Ransom 675 North Glenville Rd, Suite 165 Richardson, TX 75081

ARTICLE 10 LIMITATION ON LIABILITY OF DIRECTORS A director is not liable to the corporation or members for monetary damages for an act or omission in the director’s capacity as director except to the extent otherwise provided by a statute of the State of Texas.

ARTICLE 11

INDEMNIFICATION Except as may be defined and limited by the Bylaws, the corporation may, but is not required to indemnify or prepay the costs for a person who was, is, or is threatened to be made a named defendant or respondent in litigation or other proceedings because the person is or was a director, attorney, CPA, accountant, consultant, or other person related to the corporation. The corporation may provide a trust fund, insurance or other arrangement to effectuate this article.

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ARTICLE 12

CONSTRUCTION All references in this amended and restated certificate of formation to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.

ARTICLE 13 ACTION BY WRITTEN CONSENT Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, and with the same force and effect as a unanimous vote of directors, if all members of the Board consent in writing to the action. Such consent may be given individually or collectively. Each written consent must set forth the action to be taken and bear the date of signature of each person signing it. An email or other electronic transmission by a member, director, or committee member, or a photographic, facsimile, or similar reproduction of a signed writing is to be regarded as being signed by the member, director, or committee member.

ARTICLE 14 DISSOLUTION The property of this corporation is irrevocably dedicated to charitable or educational purposes, and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer, or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit organization which is organized and operated exclusively for charitable or educational purposes and which has established its tax exempt status under Internal Revenue Code section 501(c)(3). Any such assets not disposed of in this manner shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for charitable or educational purposes, or to such organizations as the court shall determine which are organized and operated exclusively for charitable or educational purposes.

ARTICLE 15 AMENDMENT This Certificate may be amended by a two-thirds (2/3) majority vote of the Board of Directors.

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EXECUTION The undersigned affirms that the person designated as registered agent in the amended and restated certificate of formation has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.

Date:

Jonathan Nawrocki, Vice President

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