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U X E M B O U R G

MEMORIAL

Journal Officiel

du Grand-Duché de

Luxembourg

MEMORIAL

Amtsblatt

des Großherzogtums

Luxemburg

R E C U E I L D E S S O C I E T E S E T A S S O C I A T I O N S

Le présent recueil contient les publications prévues par la loi modifiée du 10 août 1915 concernant les sociétés commerciales

et par la loi modifiée du 21 avril 1928 sur les associations et les fondations sans but lucratif.

C — N° 1629

20 juillet 2011

SOMMAIRE

BDM Technologies Holding S.A. . . . . . . . . .

78189

BMO Nesbitt Burns Trading Corp S.A. . . .

78188

CM Participations S.A. . . . . . . . . . . . . . . . . . .

78179

COFINTEX Luxembourg S.A. . . . . . . . . . . .

78179

Comura S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

78180

Decofils SA . . . . . . . . . . . . . . . . . . . . . . . . . . . .

78180

Dubconseil S. à r. l. . . . . . . . . . . . . . . . . . . . . .

78180

East-West United Bank . . . . . . . . . . . . . . . . .

78180

Egerson Properties S.A. . . . . . . . . . . . . . . . .

78180

ESL Education S.à r.l. Luxembourg . . . . . .

78181

Financière Luxembourgeoise de Participa-

tion et Cie . . . . . . . . . . . . . . . . . . . . . . . . . . . .

78181

Financière Luxembourgeoise de Participa-

tion S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

78181

Global Holdings (GV) . . . . . . . . . . . . . . . . . . .

78187

Global Holdings (PX) . . . . . . . . . . . . . . . . . . .

78188

Henfin S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

78191

ILP3 International S.à r.l. . . . . . . . . . . . . . . .

78181

Imperial Management S.à r.l. . . . . . . . . . . . .

78181

International Fund Management S.A. . . . .

78189

International Printing Solutions S.A. . . . . .

78190

IQ-markets Holding S.à r.l. . . . . . . . . . . . . . .

78182

Japan Fund Management (Luxembourg)

S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

78182

JPMorgan Liquidity Funds . . . . . . . . . . . . . . .

78182

KADMOS Société Anonyme Holding . . . .

78146

KADMOS Société Anonyme Holding . . . .

78146

KADMOS Société Anonyme Holding . . . .

78182

Kadmos SPF S.A. . . . . . . . . . . . . . . . . . . . . . .

78146

Kamen SPF S.A. . . . . . . . . . . . . . . . . . . . . . . .

78147

Kamen SPF S.A. . . . . . . . . . . . . . . . . . . . . . . .

78146

Kamen SPF S.A. . . . . . . . . . . . . . . . . . . . . . . .

78147

Kempen Alternative Investment Fund . . .

78147

Lemagneres S.à r.l. . . . . . . . . . . . . . . . . . . . . .

78177

Levac S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . .

78177

Libra Luxembourg S.à r.l. . . . . . . . . . . . . . . .

78147

Lirvest S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . .

78177

Louis Delhaize Société de Réassurances

S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

78176

LSF6 Evergreen Holdings II S.à r.l. . . . . . . .

78184

LSF REIT Holdings S.à r.l. . . . . . . . . . . . . . . .

78178

LSF REIT Holdings S.à r.l. . . . . . . . . . . . . . . .

78178

LSREF Lux Investments IX S.à r.l. . . . . . . .

78178

LSREF Lux Investments IX S.à r.l. . . . . . . .

78178

Luton Investments S.A. . . . . . . . . . . . . . . . . .

78177

Luton Investments S.A. . . . . . . . . . . . . . . . . .

78177

Lux4F Property S.à r.l. . . . . . . . . . . . . . . . . . .

78146

Macon S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

78178

Mandarine Funds . . . . . . . . . . . . . . . . . . . . . . .

78179

Margin of Safety Fund . . . . . . . . . . . . . . . . . .

78179

Marlo S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

78182

M.A.R.S. Fund . . . . . . . . . . . . . . . . . . . . . . . . . .

78178

MassMutual Europe S.A. . . . . . . . . . . . . . . . .

78178

MSEOF Finance S.à r.l. . . . . . . . . . . . . . . . . .

78183

Multrans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

78183

Nagatino Property S.à r.l. . . . . . . . . . . . . . . .

78183

Neuheim Lux Group Holding V . . . . . . . . .

78183

NEXANS Re . . . . . . . . . . . . . . . . . . . . . . . . . . .

78183

Obo-Lux S. à r. l. . . . . . . . . . . . . . . . . . . . . . . .

78184

Printemps Réassurance . . . . . . . . . . . . . . . . .

78187

Protection Re . . . . . . . . . . . . . . . . . . . . . . . . . .

78184

Simon-Christiansen & Associés, ingé-

nieurs-conseils S.A. . . . . . . . . . . . . . . . . . . . .

78192

SIMON & CHRISTIANSEN S.A., Ingé-

nieurs Conseils . . . . . . . . . . . . . . . . . . . . . . . .

78192

78145

U X E M B O U R G

KADMOS Société Anonyme Holding, Société Anonyme.

Siège social: L-2419 Luxembourg, 7, rue du Fort Rheinsheim.

R.C.S. Luxembourg B 83.905.

Les comptes annuels au 31 décembre 2008 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Signature.

Référence de publication: 2011072539/10.
(110080291) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 mai 2011.

KADMOS Société Anonyme Holding, Société Anonyme.

Siège social: L-2419 Luxembourg, 7, rue du Fort Rheinsheim.

R.C.S. Luxembourg B 83.905.

Les comptes annuels au 31 décembre 2009 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Signature.

Référence de publication: 2011072540/10.
(110080292) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 mai 2011.

Kadmos SPF S.A., Société Anonyme - Société de Gestion de Patrimoine Familial.

Siège social: L-2419 Luxembourg, 7, rue du Fort Rheinsheim.

R.C.S. Luxembourg B 83.905.

Signature.

Référence de publication: 2011072541/10.
(110080297) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 mai 2011.

Kamen SPF S.A., Société Anonyme - Société de Gestion de Patrimoine Familial.

Siège social: L-2419 Luxembourg, 7, rue du Fort Rheinsheim.

R.C.S. Luxembourg B 19.286.

Les comptes annuels au 31 décembre 2004 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Signature.

Référence de publication: 2011072542/10.
(110080301) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 mai 2011.

Lux4F Property S.à r.l., Société à responsabilité limitée.

Siège social: L-1331 Luxembourg, 65, boulevard Grande-Duchesse Charlotte.

R.C.S. Luxembourg B 156.591.

Statuts coordonnés, suite à de l'assemblée générale extraordinaire reçue par Maître Francis KESSELER, notaire de

résidence à Esch/Alzette en date du 30 décembre 2010, déposés au registre de commerce et des sociétés de Luxembourg.

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Esch/Alzette, le 31 janvier 2011.

Francis KESSELER
Notaire

Référence de publication: 2011072550/13.
(110079691) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 mai 2011.

78146

U X E M B O U R G

Kamen SPF S.A., Société Anonyme - Société de Gestion de Patrimoine Familial.

Siège social: L-2419 Luxembourg, 7, rue du Fort Rheinsheim.

R.C.S. Luxembourg B 19.286.

Les comptes annuels au 31 décembre 2005 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Signature.

Référence de publication: 2011072543/10.
(110080305) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 mai 2011.

Kamen SPF S.A., Société Anonyme - Société de Gestion de Patrimoine Familial.

Siège social: L-2419 Luxembourg, 7, rue du Fort Rheinsheim.

R.C.S. Luxembourg B 19.286.

Les comptes annuels au 31 décembre 2006 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Signature.

Référence de publication: 2011072544/10.
(110080308) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 mai 2011.

Kempen Alternative Investment Fund, Société d'Investissement à Capital Variable.

Siège social: L-2633 Senningerberg, 6, route de Trèves.

R.C.S. Luxembourg B 82.955.

Les comptes annuels au 31 décembre 2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Référence de publication: 2011072545/9.
(110079673) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 mai 2011.

Libra Luxembourg S.à r.l., Société à responsabilité limitée.

Capital social: EUR 2.430.240,00.

Siège social: L-1724 Luxembourg, 9B, boulevard du Prince Henri.

R.C.S. Luxembourg B 140.558.

In the year two thousand and eleven, on the fifteenth day of the month of March.
Before Maître Martine Schaeffer, notary residing in Luxembourg.

Was held an extraordinary general meeting (the “Meeting”) of shareholders of Libra Luxembourg S.à r.l. (the “Com-

pany”), a société à responsabilité limitée, incorporated under the laws of Luxembourg, having its registered office at 9B,
boulevard Prince Henri, L-1724 Luxembourg, having a share capital of two million four hundred thirty thousand two
hundred forty Euro (€ 2,430,240), and registered with the Registre de Commerce et des Sociétés in Luxembourg under
number B 140.558, incorporated on 21 July 2008 by deed of Me Henri Hellinckx, notary residing in Luxembourg (Grand
Duchy of Luxembourg), published in the Mémorial C, Recueil des Sociétés et Associations (the “Mémorial”) number 2020
and dated 20 August 2008. The articles of association have been amended on 9 August 2010 by a deed of the undersigned
notary and published in the Mémorial number 2049 and dated 1 October 2010.

The Meeting was presided by Me Patrick Santer, Maître en droit, professionally residing in Luxembourg.
There was appointed as secretary and as scrutineer Me Anna Hermelinski-Ayache, maître en droit, professionally

residing in Luxembourg.

The chairman declared and requested the notary to state that:
I) It appears from an attendance list established by the members of the bureau that out of the outstanding share capital

divided into two hundred forty-three thousand twenty-four (243,024) class A-1 shares, two hundred forty-three thousand
twenty-four (243,024) class A-2 shares, two hundred forty-three thousand twenty-four (243,024) class B-1 shares, two
hundred forty-three thousand twenty-four (243,024) class B-2 shares, two hundred forty-three thousand twenty-four
(243,024) class C-1 shares, two hundred forty-three thousand twenty-four (243,024) class C-2 shares, two hundred forty-
three thousand twenty-four (243,024) class D-1 shares, two hundred forty-three thousand twenty-four (243,024) class
D-2 shares, two hundred forty-three thousand twenty-four (243,024) class E-1 shares, two hundred forty-three thousand
twenty-four (243,024) class E-2 shares, each of a par value of one Euro (€ 1), such Shares representing one hundred
percent (100%) of the share capital of the Company, all the Shares are duly represented at this Meeting.

78147

U X E M B O U R G

II) The attendance list, signed by the proxyholder of the shareholders represented and the members of the bureau,

shall remain attached together with the proxies to the present deed and shall be filed at the same time with the registration
authorities.

III) The agenda of the Meeting is as follows:

Agenda:

1. Amendment of article 7 of the articles of association of the Company so as to read as follows:

“ Art. 7. Management of the Company.
7.1 The Company shall be comprised of at least 4 managers (each a “Manager”, and together the “Managers”), of whom

at least 2 shall be Luxembourg residents (each a “Lux Manager”), and the remaining 2 shall be Persons who may not be
resident in Luxembourg as managers (each an “Investor Manager”). The chairman of the board of Managers (the “Board”)
shall be appointed by the Board among the Investor Managers.

They are appointed and removed from office by a simple majority decision of the general meeting of shareholders,

which determines their powers and the term of their mandates. If no term is indicated the managers are appointed for
an undetermined period. The managers may be re-elected but also their appointment may be revoked with or without
cause (ad nutum) at any time.

7.2 No business shall be transacted at any meeting of the Board (i) unless the quorum is present, (ii) unless at least 1

Investor Manager is present and (iii) unless at least a majority of the Lux Managers is present.

7.3 Any Manager may appoint another Manager of the same class to act as its proxy, subject to and in accordance with

the articles of association and the applicable laws. Any Manager may represent one or more Managers of the same class.

7.4 Any vacancy of the Board in respect of a Manager shall be filled on a provisional basis by the Board. In this case,

the next general meeting of the shareholders shall confirm the permanent appointment.

7.5 Board meetings may be called by any of the Managers. The Board shall meet at such times and places as the Board

shall determine necessary or appropriate to carry on its business.

7.6 At least 72 hours notice of each meeting of the Board shall be given to each Manager unless in any particular case

a majority of the Managers (which majority shall include an Investor Manager) otherwise agrees, or unless all the Managers
are present or represented at a meeting of the Board and declare having had previous knowledge of the agenda of such
meeting and waive any requirement of a convening notice.

7.7 The Board shall conduct its activities in a proper and professional manner having due regard to the advice of its

professional advisers, and the Company's auditors.

7.8 Subject to the law, the Board may delegate certain operational responsibilities to an operating executive board

which shall consist of those persons decided by the Board from time to time.

7.9 The quorum for the transaction of business at any meeting of the Board shall be 3 Managers, provided that:
7.9.1. where only 3 Managers are present or represented, they must not be tax residents of a single jurisdiction other

than the jurisdiction in which the Company is incorporated, or if different, the jurisdiction in which it is intended that the
Company be tax resident (the “Tax Residence Jurisdiction”);

7.9.2. if more than 3 Managers are present or represented, there must not be a majority who are resident in a single

jurisdiction (other than in the Tax Residence Jurisdiction); and

7.9.3. at least 1 Investor Manager must be present or represented.
If a quorum is not present the meeting shall be adjourned for 5 days which are not a Saturday or Sunday or any public

holiday in Luxembourg (each a “Business Day”) to the same place and time. If a quorum is not present at any adjourned
meeting it may be adjourned in a similar fashion for a second time, provided that at any second adjourned meeting any 2
Managers present shall constitute a quorum. Notice of an adjourned meeting shall be given to all Managers at least 2
Business Days before the date of any adjourned meeting unless otherwise agreed unanimously by the Managers. A quorum
must be fulfilled throughout a meeting to have the resolutions validly passed.

7.10 There shall not be a quorum at any meeting or any adjourned meeting of the Board if a majority of the Managers

present are persons resident in the United Kingdom or if a majority are persons resident in Germany for tax purposes
or based full time in the United Kingdom or Germany.

7.11 Subject to the terms, conditions and provisions of any shareholders' agreement (if any) and the articles of asso-

ciation, the Managers may regulate their proceedings as they think fit.

7.12 A person entitled to be present at a meeting of the Board shall be deemed to be present for all purposes if he is

able (directly or by video conference or by telephonic communication) to speak to and be heard by all those present or
deemed to be present simultaneously provided that a communication shall not be made or a meeting chaired from inside
the United Kingdom or Germany and the meeting shall only be valid if all the Managers participating in that meeting and
who speak at the meeting are located outside the United Kingdom and Germany during the meeting. A Manager so
deemed to be present shall be entitled to vote and be counted in a quorum accordingly.

7.13 A resolution in writing signed by all Managers who are entitled to receive notice of a meeting of the Board shall

be valid and binding and effective as a resolution passed at a meeting of the Board provided that no resolution shall be

78148

U X E M B O U R G

valid or effective unless the Lux Managers signed the resolution in Luxembourg and the Investor Managers do not sign
the resolution in the same country outside Luxembourg. The resolution may be contained in one document or in several
documents in like form signed by one or more Managers.

7.14 All decisions at a Board meeting shall be taken by a simple majority of those Managers present or represented

and voting, provided that such simple majority must include at least 1 Investor Manager.

7.15 All meetings of the Managers shall be held in Luxembourg unless agreed otherwise by the Board.
7.16 With effect from and as a term of appointment, each Manager shall have the benefit of, and shall be entitled to

rely on, the indemnity contained in article 7.18 below.

7.17 The members of the Board assume, by reason of their position, no personal liability in relation to any commitment

validly made by them in the name of the Company.

7.18 Without prejudice to any indemnity to which he may otherwise be entitled and to the extent permitted by

applicable law, every person who is or was a Manager (other than any person (whether or not an officer of the Company)
engaged by the Company as auditor) shall be and shall be kept indemnified by the Company against all costs, charges,
losses and liabilities incurred by him towards any individual person, legal entity or other subject having legal capacity which
is not a shareholder or an Associate to any shareholder (a “Third Party”) in relation to the performance of his duties as
Manager of the Company or its affairs. The indemnity shall not apply in respect of any liability incurred by him:

7.18.1. to any company of the Pepcom Group and Luxco 2;
7.18.2. to pay a fine imposed in criminal proceedings;
7.18.3. to pay a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any

requirement of a regulatory nature;

7.18.4. in defending any criminal proceedings in which he is convicted; and
7.18.5. for the avoidance of doubt, any liability incurred under any shareholders' agreement (if any).
7.19 Without prejudice to article 7.18 or to any indemnity to which a Manager may otherwise be entitled, the Managers

shall have the power to make arrangements, on such terms and subject to such conditions as the Board may in its absolute
discretion think fit, to provide a Manager with funds to meet expenditure incurred or to be incurred by him in defending
any civil proceedings or to enable a Manager to avoid incurring any expenditure.

7.20 Subject to a specific Board resolution the Managers may exercise all the powers of the Company to purchase and

maintain insurance for the benefit of a person who is or was a Manager (in relation to the performance of his duties as
Manager) of the Company, indemnifying him and keeping him indemnified against liability which may lawfully be insured
against by the Company.

7.21 The Company will be bound by the joint signature of any two Managers. In any event the Company will be validly

bound by the sole signature of any person to whom such signatory powers shall have been delegated by either the Board
itself or by any two Managers.”

2. Amendment of article 6 of the articles of association of the Company so as to read as follows:

“ Art. 6. Transfer of Shares. Except if otherwise provided by law, the transfer of shares to nonshareholders is subject

to the consent of shareholders representing at least seventy five per cent of the Company's share capital. The Company
may, to the extent and under the terms permitted by law, acquire its own shares.

6.1 Permitted Transfer of Shares
6.1.1. Subject to the provisions of these articles of association, the law, any agreement binding upon all the shareholders

and the Company (if any) and article 6.1.1.10. below, the following shareholder or shareholders may at any time Transfer
any (unless provided otherwise herein) of their Shares in the Company as follows provided that the absolute number of
A Investors will be greater than the absolute number of B Investors in the Company:

6.1.1.1. any of the A Investors to any of its Associates provided that, the transferee shall execute a deed of adherence

undertaking to adhere to a certain shareholders' agreement (if any); or

6.1.1.2. any of the A Investors or its Associates to the beneficial owners of shares or units in a fund affiliated with the

A Investors or its Associates if made as a pro rata distribution in kind to all beneficial owners of the relevant fund provided
that each transferee shall execute a deed of adherence undertaking to adhere to a certain shareholders' agreement (if
any); or

6.1.1.3. any of the A Investors to any person who holds the Shares only as a nominee for the A Investors or the

Associate of the A Investors provided that the transferee shall execute a deed of adherence undertaking to adhere to a
certain shareholders' agreement (if any); or

6.1.1.4. any of the A Investors to a Strategic Investor provided that the transferee shall execute a deed of adherence

undertaking to adhere to a certain shareholders' agreement (if any);

6.1.1.5. as provided by articles 6.2 and 6.3; or
6.1.1.6. with prior written notice to the A Investors and only upon completion by the A Investors of any reasonable

78149

U X E M B O U R G

(ii) by any of the B Investors or its Associates to the beneficial owners of shares or units in a fund affiliated with the B
Investors or its Associates if made as a pro rata distribution in kind to all beneficial owners of the relevant fund or (iii)
by any of the B Investors to any person who holds the Shares only as a nominee for the B Investors or the Associate of
the B Investors, provided that, in each case, each transferee shall execute a deed of adherence undertaking to adhere to
a certain shareholders' agreement (if any); or

6.1.1.7. with prior written notice to the A Investors and only upon completion by the A Investors of any reasonable

and customary “know your customer” checks regarding the transferee, by any of the B Investors to any company wholly
owned and controlled by the B Investors or to a Related Person of the B Investors (provided that in the case of an
individual Related Person that individual is over the age of 18) or to the trustees of any trust created in favour of himself
and/or any Related Person(s) (notwithstanding that one or more charities may be named as residuary beneficiaries of any
trust) or to an investment vehicle for the benefit of a Related Person of any age under the control of the B Investors
provided that, in each case, the transferee shall execute a deed of adherence undertaking to adhere to a certain share-
holders' agreement (if any); or

6.1.1.8. with prior written notice to the A Investors and only upon completion by the A Investors of any reasonable

and customary “know your customer” regarding the transferee, by the personal representatives of a deceased or liqui-
dated shareholder to any Related Person of that deceased or liquidated shareholder provided that, in each case, (i) the
transferor shall then Transfer all of the Shares and preferred equity certificate (if any) held by it to the Related Person,
and (ii) the Related Person shall execute a deed of adherence undertaking to adhere to a certain shareholders' agreement
(if any); or

6.1.1.9. the Transfer of the NEI Shares by the A Investors to certain non-executive individuals.
6.1.1.10. The A Investors shall have the right to Transfer at their discretion and at any time such numbers of Shares

to such nominees or Associates in accordance with the provisions of this article 6.1 so that the absolute number of A
Investors is greater than the absolute number of B Investors.

6.1.2. If a transferee of any Shares under article 6.1.1. above shall at any time cease to be an Associate or a Related

Person or otherwise ceases to be a permitted transferee in relation to the original (or first) transferor of the relevant
Shares in the Company (the “Relevant Shares”), that transferee shall, immediately prior to that cessation (re-)Transfer
the Relevant Shares to the original (or first) transferor or (in relation to the A Investors) to an Associate of the A Investors
or (in relation to the B Investors) to an Associate of the B Investors.

6.1.3. Any Transfer of Shares which is not expressly permitted by any shareholders' agreement (if any) shall not be

valid and shall not be recognised by and enforceable against the respective other shareholders and the Company.

6.1.4. Without prejudice to articles 5.2.2. and 5.3, the shareholders irrevocably waive any right of pre-emption they

may have under the articles of association or the Law on Commercial Companies.

6.1.5. In connection with any Transfer of Shares, no shareholder may Transfer Shares without also transferring a pro

rata amount of any preferred equity certificates (if any) held by such shareholder, and conversely, no shareholder may
Transfer any preferred equity certificates (if any) without also transferring a pro rata amount of Shares held by such
shareholder.

6.2 Drag-along right
6.2.1. If the A Investors wish to Transfer Shares representing more than 50% of the total issued Shares of the Company

(the “Proposed Sale”) to a Third Party Purchaser, the A Investors shall have the option (the “Drag Along Option”) to
require (such transaction being referred to as a “Drag Along Transaction”), in accordance with this article 6.2, all of the
Other Shareholders to Transfer the same proportion of their Shares for each class of Shares with all rights attaching to
them and free from encumbrances to the Third Party Purchaser. The A Investors shall give the Other Shareholders not
less than 14 days notice of their intention to serve a Drag Along Notice (as defined in article 6.2).

6.2.2. The A Investors may exercise the Drag Along Option by giving notice to that effect (a “Drag Along Notice”) to

all of the Other Shareholders. A Drag Along Notice shall specify that the Other Shareholders are required to Transfer
all or some of their Shares to the Third Party Purchaser, the price at which the Shares are to be transferred (determined
in accordance with article 6.2.4.), the proposed date of Transfer and the identity of the Third Party Purchaser and of the
A Investors Representative.

6.2.3. A Drag Along Notice shall be irrevocable and shall lapse if for any reason the A Investors shall not Transfer their

Shares to the Third Party Purchaser within 150 days after the date of the Drag Along Notice.

6.2.4. Without prejudice to article 6.2.7., the Other Shareholders shall be obliged to Transfer all of their Shares at the

price specified in the Drag Along Notice (the “Drag Along Price”) being not less than the highest price for each instrument
paid (or to be paid) to the A Investors and provided that the terms of the Transfer of the Other Shareholders' Shares
are on the same terms as the terms accepted by the A Investors (including the type and mix of cash and securities or
other consideration, deferred payment or any limitation of liability).

6.2.5. Completion of the Transfer of the Other Shareholders' Shares shall take place on the same date and time as the

date and time of the Transfer of the A Investors' Shares.

6.2.6. If the A Investors exercise the Drag Along Option and approve the Proposed Sale, each Other Shareholder will

agree to Transfer its Shares on the terms and conditions of the approved Proposed Sale and will take all reasonably

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necessary actions, in its, his or her capacity as a shareholder of the Company, as directed by the A Investors Representative
in connection with the consummation of any Proposed Sale, including without limitation, executing any applicable transfer
or purchase agreement as may be reasonably specified by the A Investors Representative, subject to the provisions set
forth in article 6.2.7. If the Other Shareholders fail to take all reasonably necessary actions in connection with the con-
summation of any Proposed Sale by the date indicated in the Drag Along Notice, the defaulting Other Shareholders shall
be deemed to have irrevocably appointed the A Investors Representative to be his attorney to take any actions, to execute
any agreement and to do all other things as may be reasonably necessary to accept, transfer and complete the Transfer
of the Shares under this article 6.2.6. and to make such representations and warranties in accordance with article 6.2.7.
for and on behalf of the defaulting Other Shareholders. The A Investors shall procure that the Drag Along Price shall be
paid to such Other Shareholders concurrently with completion of the Transfer. Any restrictions contained in the articles
of association and any shareholders' agreement (if any) (other than as set forth in this article 6.2) shall not apply on any
Transfer of Shares to the Third Party Purchaser named in a Drag Along Notice and the shareholders irrevocably undertake
to waive any right of pre-emption they may have in relation to the Shares referred to in the Drag Along Notice.

6.2.7. Each shareholder (a “Dragged Shareholder”) participating in any Drag Along Transaction shall (A) make such

representations, warranties and covenants and enter into such definitive agreements as are customary for transactions
of the nature of the Proposed Sale (and shall not be required to make any representations and warranties regarding the
business or operations of the Company, Luxco 2 or any member of the Pepcom Group); and provided, however, that
no Associate or affiliate of any Dragged Shareholder (other than any Associate or affiliate that is also a Dragged Share-
holder) shall be required to be bound by any covenant not to compete or other covenant that unreasonably restricts the
business and operations of such Associate or affiliate; and provided, further, that, if those Dragged Shareholders are
required to provide any representations, warranties or indemnities in connection with such Proposed Sale, (1) liability
for misrepresentation or indemnity shall (as to those Dragged Shareholders) be expressly stated to be several but not
joint (and shall be limited only to the specific representations and warranties provided by each such Dragged Shareholder
(including under the power of attorney provided for in article 6.2.6.)) and (2) each such Dragged Shareholder shall not
be liable for more than its pro rata share (based on such Dragged Shareholder's proportional share of the Shares and up
to the amount of aggregate proceeds received by such Dragged Shareholder) of any liability for misrepresentation or
indemnity (other than representations and indemnities concerning each shareholder's title to the Shares and authority,
power and right to enter into and consummate the Proposed Sale without contravention of any law or agreement, for
which each shareholder shall be solely liable), (B) benefit from all of the same provisions of the definitive agreements as
the A Investors and (C) be required to bear its proportionate share of any escrows, holdbacks, indemnities or adjustments
in purchase price.

6.3 Tag-along right
6.3.1. No Transfer of Shares by any A Investor (each a “Transferring Shareholder” and collectively, the “Transferring

Shareholders”) shall be permitted unless it is bona fide and on arms length terms to a Third-Party Purchaser and unless
such Third Party Purchaser (the “Proposed Buyer”) shall have unconditionally offered to purchase from each Other
Shareholder who is not a Transferring Shareholder (each a “Remaining Shareholder”) a Pro Rata Share (as defined below)
of such Remaining Shareholder's Shares.

The offer to be made to each Remaining Shareholder by the Proposed Buyer shall be in writing and capable of accep-

tance by such Remaining Shareholder, by written notice to the Transferring Shareholder within 21 days after such
Remaining Shareholder's receipt of a Tag Along Notice (as defined below). The Transferring Shareholders shall promptly
give written notice (the “Tag Along Notice”) to each Remaining Shareholder setting forth in reasonable detail the terms
and conditions of the Proposed Buyer's offer, including the proposed amount and form of consideration, terms and
conditions of payment, price at which the Shares are to be transferred (determined in accordance with article 6.3.3.), the
proposed date of Transfer (which shall be set at not less than 10 days from the expiry of the specified period for acceptance
of the offer) and a summary of any other material terms pertaining to the proposed transaction (such transaction being
referred to as the “Tag Along Transaction”). The offer shall be deemed to have been irrevocably rejected by a Remaining
Shareholder if that Remaining Shareholder shall not accept, by written notice to the Transferring Shareholders within the
Tag Along Acceptance Period (as defined below), the offer in accordance with its terms, conditions and provisions as set
forth in the Tag Along Notice.

If one or more Remaining Shareholders have delivered a written notice to the Transferring Shareholder within 21 days

after its receipt of a Tag Along Notice (such 21 day period being referred to as the “Tag Along Acceptance Period”), then
the Transferring Shareholders and such Remaining Shareholders shall be entitled to sell in the proposed Transfer a number
of Shares equal to the product of (i) the quotient determined by dividing the percentage of all Shares owned by each such
person by the aggregate percentage of all Shares owned by the Transferring Shareholders and the Remaining Shareholders
participating in such Transfer and (ii) the number of Shares to be sold to the Proposed Buyer in such proposed Transfer
(each such number, the “Pro Rata Share” of each such shareholder).

6.3.2. The price for each of the Shares of the Remaining Shareholders shall be no less than the highest price per Share

paid (or to be paid) by the Proposed Buyer for the Shares in the Company and the terms of the Transfer of the Remaining
Shareholders' Shares shall be on the same terms as the terms accepted for the other Shares (including the type and mix
of cash and securities and other consideration or any limitation of liability).

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6.3.3. Each Remaining Shareholder who accepts the offer referenced in article 6.3 may sell its Pro Rata Share of its

Shares to the Proposed Buyer.

Completion of the Transfer of the Remaining Shareholders' Shares who accept the offer referred to in article 6.3.1.

and payment of the relevant consideration shall take place on the same date and time as the date and time of the Transfer
of the other Shares under article 6.3.1.

6.3.4. The Board shall refuse to register the Transfer of any Shares to the Proposed Buyer if the Proposed Buyer does

not comply with the provisions of this article 6.3.

6.3.5. All shareholders (“Tagging Shareholders”) participating in any Tag Along Transaction shall be treated equally and

uniformly, including without limitation, with respect to any representations, warranties, covenants and other agreements
required by the Proposed Buyer, the same forms of which shall be required to be made or entered into by all such Tagging
Shareholders. For the avoidance of doubt, none of the B Investors shall be treated less favorably than any of the A Investors
in connection with a Tag Along Transaction. Each Tagging Shareholder participating in any Tag Along Transaction shall
not be liable for more than its Pro Rata Share (based on such Tagging Shareholder's proportional share of the Shares
being Transferred and not in excess of aggregate proceeds received by such Tagging Shareholder) of any liability attribu-
table to Tagging Shareholders in connection with such Tag Along Transaction.”

3. Adding a new sentence at the end of article 5.1 of the articles of association as follows:

“The share premium account is freely distributable to all shareholders of the Company.”

4. Amendment of article 5.2.2. of the articles of association of the Company so as to read as follows:

“5.2.2. The share capital of the Company may be reduced at any time by way of a cancellation and repurchase of Shares

including the cancellation of one or more entire classes of Shares through the repurchase and cancellation of all the Shares
in issue in such class(es), provided that such repurchases and cancellations shall be done pro rata amongst the holders of
such classes. Any repurchases and cancellations of classes of Shares shall occur by way of approval at the general meeting
of the shareholders resolving at the quorum and majorities provided for in the articles of association provided that such
cancellations and repurchases of classes of Shares shall be made in the reverse alphabetical order (starting with class E)
and taking into consideration the respective entitlements of the Cap Shares and the Inc Shares and, provided further, that
such repurchases and cancellations shall be done pro rata amongst the holders of such classes.”

5. Adding a new article 5.3 in the articles of association as follows:

“5.3. Preemption rights.
5.3.1. The Company shall not issue, sell or exchange, or agree to issue, sell or exchange, or reserve or set aside for

issuance, sale or exchange, any equity securities (including, without limitation, any Shares, ordinary shares, common shares,
preferred shares, preferred equity certificates or convertible preferred equity certificates, securities convertible or ex-
changeable into equity securities, or rights or options to acquire equity securities in the Company (collectively, the
“Preemptive Securities”)), unless the Company shall have first offered to issue or sell to each shareholder (collectively,
the “Preemptive Holders”) such Preemptive Holder's Pro Rata Share (as defined below) of the Preemptive Securities, at
such price and on such other terms as shall have been specified by the Company in writing delivered to each such
Preemptive Holder (the “Preemptive Offer”), which Preemptive Offer by its terms shall remain open and irrevocable for
a period of 10 Business Days from the date it is delivered by the Company (the “Preemptive Offer Period”). Each Pre-
emptive Holder may elect to subscribe to all or any portion of such Preemptive Holder's Pro Rata Share of the Preemptive
Securities as specified in the Preemptive Offer at the price and on the terms specified therein by delivering written notice
of such election to the Company within the Preemptive Offer Period; provided that if more than one type of Preemptive
Security was issued, each Preemptive Holder shall, if it exercises its rights pursuant to this article 5.3.1., subscribe to such
Preemptive Securities in the same ratio as issued. Any Preemptive Securities not elected to be subscribed by the end of
the Preemptive Offer Period shall be reoffered for a 5 Business Day period by the Company on a pro rata basis to the
Preemptive Holders who have elected to purchase their Pro Rata Share. Each Preemptive Holder's “Pro Rata Share” of
Preemptive Securities shall be equal to the product of (i) the total number of Preemptive Securities, multiplied by (ii) the
quotient of (A) the number of Shares then held by such Preemptive Holder, on an as if converted, fully diluted basis,
divided by (B) the number of Shares then issued and outstanding on an as if converted, fully diluted basis.

5.3.2. If the Preemptive Holders have not, collectively, elected to subscribe to all of the Preemptive Securities following

the reoffer period referred to above, then any Preemptive Securities, not subject to such election may be offered for sale
and sold by the Company for a period of 120 days from the last day of such reoffer period, but only on terms and
conditions no more favorable to the prospective acquirer than those terms and conditions set forth in the Preemptive
Offer to the Preemptive Holders. Any Preemptive Securities not sold shall again become subject to the requirements of
article 5.3.1.

5.3.3. Articles 5.3.1. and 5.3.2. shall not apply if the Preemptive Securities are to be issued by the Company to a Strategic

Investor agreed by the A Investors, whose identity shall be notified to the B Investors and the Company before the issue
of the Preemptive Securities.”

6. Amendment of article 14. and adding a new article 14.3 in the articles of association of the Company as follows:

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“ Art. 14. Dissolution.
14.1 In the case of dissolution of the Company, for any cause and at any time, the liquidation will be carried out by

one or several liquidators, shareholders or not, appointed by the shareholder or by the general meeting of shareholders,
as the case may be, who will set the powers and compensation of the liquidator(s).

14.2 Any proceeds from a dissolution or liquidation of the Company shall be applied in accordance with article 14.3.
Art. 14.3. Distribution of proceeds
Any distribution of proceeds from a dissolution or liquidation of the Company or any other event that may be provided

for in an agreement binding upon all the shareholders and the Company (if any) shall be applied as follows:

first, to the extent required, to the repayment of third party debt and payment of all costs and expenses incurred in

connection with the respective transaction as set forth in the above agreement binding upon all the shareholders and the
Company (if any);

second, to the extent required, to the payment of interest, and repayment of the principal amount of preferred equity

certificates (if any) (pari passu as if the same constituted one class of such certificates), to the extent not already realized;

third, to the holders of Shares (pari passu as if the same constituted one class of Shares) (i) pro rata according to the

number of Shares held by them, respectively, and (ii) according to the entitlement under the Articles of Association,
especially with regard to the allocation of any proceeds to Cap Shares and Inc Shares pursuant to article 9.3.”

7. Adding a new article 17 Definitions in the articles of association of the Company as follows:

“ Art. 17. Definitions.
17.1 “A Investors” means the following entities:
- STAR II Executive Co-investment Limited Partnership No. 1, a limited partnership incorporated under the laws of

England and Wales with registered office at 6

Floor, 33 Cavendish Square London W1G 0PW, and registered with the

Companies House under number LP 11000;

- STAR II UK Limited Partnership No. 1, a limited partnership incorporated under the laws of England and Wales with

registered office at 6

Floor, 33 Cavendish Square London W1G 0PW, and registered with the Companies House under

number LP 11001; and

- STAR II US Limited Partnership No. 1, a limited partnership incorporated under the laws of England and Wales with

registered office at 6

Floor, 33 Cavendish Square London W1G 0PW, and registered with the Companies House under

number LP 11002.

17.2 “A Investors Group” means the A Investors and the Persons under common control with them, as well as the

Persons controlled by the A Investors or by the Persons under common control with the A Investors excluding the
Pepcom Group.

17.3 “A Investors Representative” means the representative designated by a majority-in-interest of the A Investors,

who shall have the power to contractually bind all of the A Investors.

17.4 “Associate” in relation to the A Investors or the B Investors means:
(a) each member of the A Investors Group (other than the A Investors themselves) or each member of the B Investors

Group (other than the B Investors themselves) (as the case may be);

(b) any person from time to time who manages, or advises on any or all of the assets of any of the A Investors or any

of the B Investors (as the case may be) or the family trusts or any of its executives for the purposes of any co-investment
scheme;

to time managed or advised (whether solely or jointly with others) by any of the A Investors or the B Investors (as the
case may be) or its successor or any member of the A Investors Group or any member of the B Investors Group (as the
case may be) or such person set out in paragraph (b) above; and

(d) any fund investors or other financial institutional investors of or in the A Investors Group or the B Investors Group

(as the case may be).

17.5 “B Investors” means
- NB Co-Investment Partners L.P., a limited partnership organised under the laws of Delaware with its principal place

of business at 605 Third Avenue, 22nd Floor, New York, NY 10158, United States of America, represented by its general
partner NB Co-Investment Associates LP represented by NB Co-Investment Associates LLC;

- Co-Investment Capital Partners L.P., a limited partnership organised under the laws of Delaware with its principal

place of business at 605 Third Avenue, 22nd Floor, New York, NY 10158, United States of America, represented by its
authorised signatory NB Alternatives Advisers LLC;

- NB Co-Investment Group L.P., a limited partnership organised under the laws of Delaware with its principal place

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- NB PEP Investments I LP (Incorporated), a limited partnership incorporated under the laws of the Island of Guernsey

with its principal place of business at 325 North Saint Paul Street, Suite 4900, Dallas, TX 75201, United States of America,
and registered with the Register of Limited Partnerships of the Island of Guernsey under number 838; and

- NB Crossroads 2010 - MC Holdings LP, a limited partnership organised under the laws of Delaware with its principal

place of business at 325 North Saint Paul Street, Suite 4900, Dallas, TX 75201, United States of America.

17.6 “B Investors Group” means the B Investors and the Persons under common controlled with them, as well as the

Persons controlled by the B Investors or by the Persons under common control with the B Investors.

17.7 “Luxco 2” means LEAD Luxembourg 2 S. à r. l., a société à responsabilité limitée organized under the laws of

Luxembourg with registered office at 9B, boulevard Prince Henri, L-1724 Luxembourg and registered with the Registre
de Commerce et des Sociétés of Luxembourg under number B 154.111.

17.8 “NEI Shares” means 5,950 Shares.
17.9 “Non-Strategic Investor” means any Person other than a Strategic Investor.
17.10 “Other Shareholders” means the holders of Shares other than the A Investors.
17.11 “Pepcom Group” means Pepcom GmbH (a German limited liability company having its registered office in

Munich, Meidenallee 24, 85774 Unterföhring, registered with the commercial register of the local court of Munich under
number HRB 188229 (“Pepcom”) and its subsidiaries and participations.

17.12 “Person” means an individual, a partnership, a limited partnership, a corporation, a limited liability company, a

société à responsabilité limitée, an association, a joint stock company, a trust, a joint venture, an unincorporated asso-
ciation, a bank, a trust company, a land trust, a business trust, a governmental entity or any department, agency or political
subdivision thereof or any other entity or organization, whether or not it is a legal entity.

17.13 “Related Persons” means in relation to any person (or deceased person) any one or more of his wife or her

husband, his widow or her widower, and any of his or her children.

17.14 “STAR” means STAR Capital Partners Limited.
17.15 “Strategic Investor” means any Person that satisfies the following requirements set forth in each of (a) and (b):

(a) such Person (i) is engaged either directly or indirectly in the ownership of a similar business to Pepcom, (ii) is engaged
either directly or indirectly in the management of a similar business to Pepcom, or (iii) can demonstrate an ability to
enhance the returns from the business of Pepcom either through enhanced performance of the business, or improving
the level of competition upon the sale of the business or the Company; and (b) such Person is not STAR, an A Investor
or any Associate of an A Investor, an affiliate or a nominee of the foregoing or any of their respective officers, directors,
employees, members, partners, managers or agents. Notwithstanding the foregoing or any other provision of any sha-
reholders' agreement (if any), unless each A Investor and B Investor benefit pro rata to its respective shareholding
percentage in the Company from the investment by any such Person in the Company, Luxco 2 or in any Pepcom Group
Company, such that no A Investor receives any benefits that are not similarly received by each B Investor pro rata to its
respective shareholding percentage in the Company, such Person shall not qualify as a “Strategic Investor” and shall be
deemed to be a Non-Strategic Investor.

17.16 “Third Party Purchaser” means any purchaser of Shares which is not STAR, an A Investor or any Associate of

an A Investor, an affiliate or a nominee of the foregoing or any of their respective officers, directors, employees, members,
partners, managers or agents.

17.17 “Transfer” means any sale, assignment, disposal, exchange, pledge, encumbrance or any transfer whatsoever of

Shares or of any interest therein, directly or indirectly, in a single transaction or in a series of related transactions, to any
Person.”

After deliberation, the Meeting unanimously resolved as follows:

First resolution

The Meeting resolved to amend article 7 of the articles of association of the Company so as to read as follows:

“ Art. 7. Management of the Company.
7.1 The Company shall be comprised of at least 4 managers (each a “Manager”, and together the “Managers”), of whom

They are appointed and removed from office by a simple majority decision of the general meeting of shareholders,

7.2 No business shall be transacted at any meeting of the Board (i) unless the quorum is present, (ii) unless at least 1

Investor Manager is present and (iii) unless at least a majority of the Lux Managers is present.

7.3 Any Manager may appoint another Manager of the same class to act as its proxy, subject to and in accordance with

the articles of association and the applicable laws. Any Manager may represent one or more Managers of the same class.

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