This site no longer hosts any data. The file you are looking for is probably available on the official Legilux website by clicking on this link.

Ce site n'héberge plus aucune donnée. Le fichier que vous cherchez est probablement accessible sur le site officiel Legilux en cliquant sur ce lien.

Diese Seite nicht mehr Gastgeber keine Daten. Die Datei, die Sie suchen ist wahrscheinlich auf der offiziellen Legilux Website, indem Sie auf diesen link verfügbar.

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° 1403

3 juin 2015

SOMMAIRE

Andreae Team International S.A. . . . . . . . . . .

67342

CEF1969 S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

67342

Comsup S. à r.l. . . . . . . . . . . . . . . . . . . . . . . . . .

67343

DreiP AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

67342

Emploi Systeme S.A. . . . . . . . . . . . . . . . . . . . . .

67342

Family & Wealth Advisory . . . . . . . . . . . . . . . .

67342

Felula S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

67342

Generali Luxembourg . . . . . . . . . . . . . . . . . . . .

67343

Immopar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

67298

International Car Renting and Repairing S.à

r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

67343

Jeffa Holding S.A. SPF . . . . . . . . . . . . . . . . . . .

67298

Jopsa S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

67298

JTD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

67298

Juno Properties S.à r.l. . . . . . . . . . . . . . . . . . . .

67343

K.T.B. Montage S.à r.l. . . . . . . . . . . . . . . . . . . .

67344

L.G.B. S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . .

67343

Lustan Holding S.à.r.l. . . . . . . . . . . . . . . . . . . .

67343

Sara . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

67298

Sarb Holding S.A. . . . . . . . . . . . . . . . . . . . . . . .

67299

Scottsdale Real Estate S.A. . . . . . . . . . . . . . . . .

67299

Tages Capital Sicav . . . . . . . . . . . . . . . . . . . . . .

67299

Taurus-Gemini S.à r.l. . . . . . . . . . . . . . . . . . . . .

67299

Vector CH (Lux) 1, S.à r.l. . . . . . . . . . . . . . . . .

67299

Vimetech . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

67344

Vonston . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

67344

Wandpark Bënzelt S.A. . . . . . . . . . . . . . . . . . . .

67344

XATICO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

67344

67297

U X E M B O U R G

Immopar, Société à responsabilité limitée.

Siège social: L-1511 Luxembourg, 121, avenue de la Faïencerie.

R.C.S. Luxembourg B 135.629.

Luxembourg, le 24/02/2015.

Signature.

Référence de publication: 2015054336/10.
(150062295) Déposé au registre de commerce et des sociétés de Luxembourg, le 10 avril 2015.

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

Siège social: L-1219 Luxembourg, 23, rue Beaumont.

R.C.S. Luxembourg B 65.791.

Le bilan au 31 décembre 2013 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 5 février 2015.

POUR LE CONSEIL D'ADMINISTRATION
Signature

Référence de publication: 2015054351/12.
(150062144) Déposé au registre de commerce et des sociétés de Luxembourg, le 10 avril 2015.

Jopsa S.A., Société Anonyme Unipersonnelle.

Siège social: L-8370 Hobscheid, 6A, rue de Kreuzerbuch.

R.C.S. Luxembourg B 46.587.

Signature.

Référence de publication: 2015054352/10.
(150062201) Déposé au registre de commerce et des sociétés de Luxembourg, le 10 avril 2015.

JTD, Société à responsabilité limitée.

Siège social: L-3980 Wickrange, 14, rue du Bois.

R.C.S. Luxembourg B 181.893.

Signature.

Référence de publication: 2015054353/10.
(150062297) Déposé au registre de commerce et des sociétés de Luxembourg, le 10 avril 2015.

Sara, Société à responsabilité limitée unipersonnelle.

Siège social: L-2450 Luxembourg, 15, boulevard Roosevelt.

R.C.S. Luxembourg B 139.517.

Luxembourg, le 13 avril 2015.

FIDUCIAIRE FERNAND FABER S.A.

Référence de publication: 2015055175/11.
(150063109) Déposé au registre de commerce et des sociétés de Luxembourg, le 13 avril 2015.

67298

U X E M B O U R G

Sarb Holding S.A., Société Anonyme.

Siège social: L-2163 Luxembourg, 21, avenue Monterey.

R.C.S. Luxembourg B 179.038.

Extrait du procès-verbal de la réunion du conseil d’administration tenue le 2 février 2015 à 11:00 heures à Luxembourg

Le conseil d’administration décide de transférer le siège social de la Société de son adresse sise 18, rue Robert Stümper,

L-2557 Luxembourg à 21, Avenue Monterey, L-2163 Luxembourg.

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Référence de publication: 2015055176/11.
(150062919) Déposé au registre de commerce et des sociétés de Luxembourg, le 13 avril 2015.

Scottsdale Real Estate S.A., Société Anonyme.

Siège social: L-2661 Luxembourg, 42, rue de la Vallée.

R.C.S. Luxembourg B 108.887.

Luxembourg, le 10 avril 2015.

Pour: SCOTTSDALE REAL ESTATE S.A.
Société anonyme
Experta Luxembourg
Société anonyme

Référence de publication: 2015055178/14.
(150062501) Déposé au registre de commerce et des sociétés de Luxembourg, le 13 avril 2015.

Tages Capital Sicav, Société d'Investissement à Capital Variable.

Siège social: L-5826 Hesperange, 33, rue de Gasperich.

R.C.S. Luxembourg B 166.328.

Luxembourg, le 10 avril 2015.

Référence de publication: 2015055207/10.
(150062543) Déposé au registre de commerce et des sociétés de Luxembourg, le 13 avril 2015.

Taurus-Gemini S.à r.l., Société à responsabilité limitée.

Siège social: L-7520 Mersch, 44, rue Grande-Duchesse Charlotte.

R.C.S. Luxembourg B 167.474.

Les comptes annuels au 31/12/2014 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.

Pour TAURUS-GEMINI S.à r.l.
Société à responsabilité limitée
FIDUCIAIRE DES P.M.E. SA

Référence de publication: 2015055211/12.
(150062777) Déposé au registre de commerce et des sociétés de Luxembourg, le 13 avril 2015.

Vector CH (Lux) 1, S.à r.l., Société à responsabilité limitée.

Capital social: USD 12.822.056,00.

Siège social: L-2453 Luxembourg, 6, rue Eugène Ruppert.

R.C.S. Luxembourg B 194.582.

In the year two thousand and fifteen, on the ninth day of March.
Before Maître Francis Kesseler, notary public residing in Esch-sur-Alzette, Grand Duchy of Luxembourg, undersigned.

There appeared:

67299

U X E M B O U R G

1. Vector CH Holdings (Cayman), L.P., an exempted limited partnership incorporated under the laws of the Cayman

Islands, having its registered office at c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George
Town, Grand Cayman KY1-9005, Cayman Islands and registered with the Registrar of Companies of the Cayman Islands
under the number 79506 (the “Sole Shareholder” or the “First Contributor”);

2. Mr. Jesper Gawell, born on 28 November 1973, in Huddinge, Sweden, with address at Fällnäsgatan, 8, 12248 Enskede,

Sweden (“Gawell”);

3. Mr. Stefan Fjellsten, born on 26 June 1972, in Karlskoga, Sweden, with address at Stellan Mörners väg 31, 17668

Järfälla, Sweden (“Fjellsten”);

4. Mr. Peter Eriksson, born on 22 March 1980, in Ljustero, Sweden, with address at Siljansvagen 69, 12057 Arsta,

Sweden (“P. Eriksson”);

5. Mr. Ulf Bengtsson, born on 3 January 1972, in Österhaning, Sweden, with address at Ronnebyvägen 22, 12152

Johanneshov, Sweden (“Bengtsson”);

6. Mr. Tomas Eriksson, born on 19 November 1978, in Västerhaninge, Sweden, with address at Bågljusvägen 7, lgh1202,

11219 Stockholm, Sweden (“T. Eriksson”);

7. Mr. Oskar Norrman, born on 15 January 1977, in Stockhom, Sweden, with address at Anders Lindebergs väg 13,

12935 Hägersten, Sweden (“Norrman”);

8. Mr. Tomas Bastinec, born on 13 January 1969, in Olomouc, Czech Recpublic, with address at Starchovice 14, Kostelec

Na Hane 79841, Czech Republic (“Bastinec”);

9. Mr. Marek Fort, born on 25 June 1975, in Brno, Czech Republic, with address at V Ujezdech 3, Brno, 62100, Czech

Republic (“Fort”);

10. Mr. Ian Wray, born on 20 January 1972, in Farnborough, United Kingdom, with address at Havevej 34, 2970

Hørsholm, Denmark (“Wray”);

11. Mr. David Stubley, born on 1 July 1974, in Eastbourne, England, with address at 9 Abbotswood, Guildford, Surrey ,

England, GU11UT (“Stubley”);

12. Mr. Carl Lundmark, born on 17 January 1979, in Österåker, Sweden, with address at Talgoxevägen 6, 13442 Gus-

tavsberg, Sweden (“Lundmark”);

13. Mrs. Charlotta Mallander, born on 11 November 1981, in Vrigstad, Sweden, with address at Stapelgatan 4, 120 71

Stockholm, Sweden (“Mallander”);

14. Mr. Mattias Edqvist, born on 10 May 1976, in Sweden, with address at Hagguagen IB, 17564 Järfälla, Sweden

(“Edqvist”);

15. Mr. Eric Hayman, born on 22 June 1973, in Leicester, United Kingdom, with address at Kristinebergs Strand 19,

11252 Stockholm, Sweden (“Hayman”);

16. Mr. Per Gunnar Holm, born on 6 August 1961, in Eidsvoll, Norway, with address at Voll Terrasse 6b, 1358 Jar,

Norway (“Holm”);

17. Mr. John Vidar Larring, born on 10 January 1975, in Oslo, Norway, with address at Syrinvegen 14c, 3408 Tranby,

Norway (“Larring”);

18. IA Invest AS, a company incorporated and existing under the laws of Norway, having its registered office at Bjer-

kebakken 77D, 0757 Oslo, Norway and registered with the Norwegian Trade and Companies' Register (“Aksjeselskap”)
under number 994 428 519 (“IA AS”);

19. Mr. Peter Stridsberg, born on 1 August 1969, in Stockholm, Sweden, with address at Dronningensgate 15, Postkasse

108, 0152 Oslo, Norway (“Stridsberg”);

20. Onkel Rolf AS, a company incorporated and existing under the laws of Norway, having its registered office at Øvre

Granaslia 28, 7047 Trondheim, Norway and registered with the Norwegian Trade and Companies' Register (“Aksjesels-
kap”) under number 989 132 393 (“Onkel”);

21. Westhill Group AB, a public company limited by shares incorporated and existing under the laws of Sweden, having

its registered office at Apel Karlsbergvägen 46A, 11337 Stockholm, Sweden, and registered with the Swedish Companies'
Registration Office (“Bolagsverket”) under number 556583-5948 (“Westhill”); and

22. Maxflyt AB, a public company limited by shares incorporated and existing under the laws of Sweden, having its

registered office at c/o Sören Kjellin, Valhallavägen 147, 11531 Stockholm, Sweden, and registered with the Swedish
Companies' Registration Office (“Bolagsverket”) under number 556662-9720 (“Maxflyt”, together with Gawell, Fjellsten,
P. Eriksson, Bengtsson, T. Eriksson, Norrman, Bastinec, Fort, Wray, Stubley, Lundmark, Mallander, Edqvist, Hayman,
Holm, Larring, IA AS, Stridsberg, Onkel and Westhill, being referred to as the “Second Contributors” and all together with
the First Contributor being referred to as the “Contributors”).

All hereby duly represented by Mrs. Sofia Afonso-Da Chao Conde, notary clerk, with professional address at 5, rue

Zénon Bernard, L-4030 Esch-sur-Alzette, Grand Duchy of Luxembourg, by virtue of powers of attorney given under private
seal.

67300

U X E M B O U R G

Such powers of attorney having been signed “ne varietur” by the powers of attorney holder acting on behalf of the

appearing parties and the undersigned notary, shall remain attached to this deed to be filed with such deed with the regis-
tration authorities.

The appearing parties, represented as stated here above, have requested the undersigned notary to record as follows:
I.- The Sole Shareholder is the sole shareholder of Vector CH (Lux) 1, S.à r.l., a private limited liability company

(“société à responsabilité limitée”) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having
its registered office at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg, registered with the
Luxembourg Trade and Companies' Register (“Registre de Commerce et des Sociétés, Luxembourg”) under number R.C.S.
Luxembourg B 194.582 (the “Company”), incorporated by a deed enacted by the undersigned notary, on 11 December
2014, not yet published in the “Mémorial C, Recueil des Sociétés et Associations”.

The articles of association of the Company have not been amended since the incorporation of the Company.
II.- That the 20,000 (twenty thousand) shares, with a nominal value of USD 1 (one United States Dollar) each, repre-

senting the whole share capital of the Company, are represented so that the meeting can validly decide on all the items of
the agenda of which the Sole Shareholder expressly states having been duly informed beforehand.

III.- The agenda of the meeting is the following:

Agenda

1. Waiving of notice right;
2. Change of the nominal value of the shares of the Company and subsequent conversion of the share capital;
3. New composition of the shareholding of the Company;
4. Subsequent amendment of the first paragraph of article 8 of the articles of association of the Company;
5. Amendment of the article 8 of the articles of association of the Company so as to create 10 (ten) classes of shares in

the share capital of the Company and subsequent reclassification of all the issued and outstanding shares in the Company;

6. Amendment of article 11 of the articles of association of the Company;
7. Amendment of article 21 of the articles of association of the Company;
8. Creation of a new article 22 of the articles of association of the Company;
9. Amendment of article 23, formerly article 22, of the articles of association of the Company;
10. Amendment of article 24, formerly article 23, of the articles of association of the Company;
11. Amendment of article 25, formerly article 24, of the articles of association of the Company;
12. Increase of the share capital of the Company by an aggregate amount of USD 12,802,056 (twelve million eight

hundred two thousand fifty-six United States Dollars) so as to raise it from its current amount of USD 20,000 (twenty
thousand United States Dollars) to USD 12,822,056 (twelve million eight hundred twenty-two thousand fifty-six United
States Dollars) by the issue of 1,280,205,600 (one billion two hundred eighty million two hundred five thousand six
hundred) new shares, with a nominal value of USD 0,01 (one cent of United States Dollar) each, subject to the payment
of certain share premiums;

13. Subscription and payment by Vector CH Holdings (Cayman), L.P. and certain new shareholders of the new shares

by way of contributions in kind;

14. New composition of the shareholding of the Company;
15. Subsequent amendment of the first paragraph of article 8 of the articles of association of the Company;
16. Amendment of article 21 of the articles of association of the Company;
17. Approval of the full restatement of the articles of association of the Company further to the resolutions above; and
18. Miscellaneous.
After the foregoing was approved by the Sole Shareholder, the following resolutions have been taken:

First resolution:

The Sole Shareholder resolves to waive its right to the prior notice of the current meeting; the Sole Shareholder ack-

nowledges being sufficiently informed on the agenda and considers the meeting to be validly convened and therefore agrees
to deliberate and vote upon all the items of the agenda. It is further resolved that all the relevant documentation has been
put at the disposal of the Sole Shareholder within a sufficient period of time in order to allow it to examine carefully each
document.

Second resolution:

The Sole Shareholder resolves to change the nominal value of the shares of the Company from its current amount of

USD 1 (one United States Dollar) to USD 0.01 (one cent of United States Dollar) (the “Change of Nominal Value”).

As a result of the Change of Nominal Value, the Sole Shareholder further resolves to concomitantly convert the current

share capital of the Company amounting to USD 20,000 (twenty thousand United States Dollars), represented by 20,000
(twenty thousand) shares, into 2,000,000 (two million) shares, with a nominal value of USD 0.01 (one cent of United States
Dollar) each (the “Conversion”).

67301

U X E M B O U R G

Third resolution:

As a consequence of the foregoing statements and resolutions, the shareholding of the Company is now composed of:
- Vector CH Holdings (Cayman), L.P.: 2,000,000 (two million) shares.
The notary acts that the 2,000,000 (two million) shares, representing the whole share capital of the Company, are

represented so that the meeting can validly decide on the resolution to be taken below.

Fourth resolution:

As a consequence of the foregoing statements and resolutions, the Sole Shareholder resolves to amend the first paragraph

of article 8 of the Company's articles of association so as to read as follows:

“ Art. 8. The Company's share capital is set at USD 20,000 (twenty thousand United States Dollars), represented by

2,000,000 (two million) shares with a nominal value of USD 0.01 (one cent of United States Dollar) each.”

No other amendments to be made to this article.

Fifth resolution:

The Sole Shareholder resolves to create 10 (ten) classes of shares in the share capital of the Company as follows:
- ordinary shares 1, with a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Ordinary Shares

1”);

- ordinary shares 2, with a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Ordinary Shares

2”);

- ordinary shares 3, with a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Ordinary Shares

3”, together with the Ordinary Shares 1 and the Ordinary Shares 2 being referred to as the “Ordinary Shares”);

- class A1 shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Class A1 Shares”);
- class A2 shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Class A2 Shares”);
- class A3 shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Class A3 Shares”,

together with the Class A1 Shares and the Class A2 Shares being referred to as the “Class A Shares”);

- class B1 shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Class B1 Shares”);
- class B2 shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Class B2 Shares”);
- class B3 shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Class B3 Shares”,

together with the Class B1 Shares and the Class B2 Shares being referred to as the “Class B Shares”); and

- class C shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Class C Shares”).
The Sole Shareholder subsequently resolves to proceed to the reclassification of any and all of the issued and outstanding

shares in the Company into 2,000,000 (two million) Class C Shares.

As a consequence of the foregoing statements and resolutions, the shareholding of the Company is now composed of:
Vector CH Holdings (Cayman), L.P.:
- 0 (zero) Ordinary Shares 1, with a nominal value of USD 0.01 (one cent of United States Dollar) each;
- 0 (zero) Ordinary Shares 2, with a nominal value of USD 0.01 (one cent of United States Dollar) each;
- 0 (zero) Ordinary Shares 3, with a nominal value of USD 0.01 (one cent of United States Dollar) each;
- 0 (zero) Class A1 Shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each;
- 0 (zero) Class A2 Shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each;
- 0 (zero) Class A3 Shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each;
- 0 (zero) Class B1 Shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each;
- 0 (zero) Class B2 Shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each;
- 0 (zero) Class B3 Shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each; and
- 2,000,000 (two million) Class C Shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each.
As a result of the abovementioned resolution, the Sole Shareholder resolves to amend article 8 of the Company's articles

of association so as to be read as follows:

“ Art. 8. The Company's share capital is set at USD 20,000 (twenty thousand United States Dollars), represented by

2,000,000 (two million) shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each, divided into:

- 0 (zero) ordinary shares 1, with a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Ordinary

Shares 1”);

- 0 (zero) ordinary shares 2, with a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Ordinary

Shares 2”);

- 0 (zero) ordinary shares 3, with a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Ordinary

Shares 3”, together with the Ordinary Shares 1 and the Ordinary Shares 2 being referred to as the “Ordinary Shares”);

67302

U X E M B O U R G

- 0 (zero) class A1 shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Class A1

Shares”);

- 0 (zero) class A2 shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Class A2

Shares”);

- 0 (zero) class A3 shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Class A3

Shares”, together with the Class A1 Shares and the Class A2 Shares being referred to as the “Class A Shares”);

- 0 (zero) class B1 shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Class B1

Shares”);

- 0 (zero) class B2 shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Class B2

Shares”);

- 0 (zero) class B3 shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Class B3

Shares”, together with the Class B1 Shares and the Class B2 Shares being referred to as the “Class B Shares”); and

- 2,000,000 (two million) class C shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each (the

“Class C Shares”).

All the Ordinary Shares 1, the Ordinary Shares 2, the Ordinary Shares 3, the Class A1 Shares, the Class A2 Shares, the

Class A3 Shares, the Class B1 Shares, the Class B2 Shares, the Class B3 Shares and the Class C Shares, will be collectively
referred to as the “Classes of Shares” as the case may be, or individually as a “Class of Shares”. All the Classes of Shares
will be collectively referred to as the “shares” as the case may be, or individually as a “share”.

The amount of the share capital of the Company may be increased or reduced by means of a resolution of the extraordinary

general meeting of shareholders or of the sole shareholder (as the case may be) adopted under the conditions required for
the amendment of the Articles.

Any share premium paid by any shareholder to the Company and/or any other similar premium paid by any shareholder

to the Company shall be exclusively attached to the relevant Class of Shares, taken as a whole, of which such shareholder
have subscribed to. For the avoidance of any doubt in this respect, there shall be (i) an account for the Ordinary Shares,
(ii) an account for the Class A Shares and (iii) an account for the Class B Shares.”

Sixth resolution:

The Sole Shareholder resolves to amend article 11 of the Company's articles of association so as to be read as follows:

“ Art. 11. The share capital of the Company may be reduced through the repurchase and cancellation of one or more

entire Classes of Shares, provided that the Company shall always satisfy the minimum share capital imposed by the Com-
mercial Companies Law. In the case of repurchases and cancellations of Classes of Shares, such repurchases and
cancellations of Classes of Shares shall be made in regards to the choice of the Class(es) of Shares to be repurchased and
cancelled at the discretion of the shareholders and shall be carried out by means of a resolution of an extraordinary general
meeting of the shareholders or of the sole shareholder (as the case may be), adopted under the conditions required for the
amendment of the Articles.

In the event of a reduction of the share capital of the Company through the repurchase and the cancellation of any Class

of Shares, such Class of Shares being redeemed entitles the shareholders thereof (pro rata to their holding in such Class of
Shares) to such portion of the Total Cancellation Amount as is determined by the board of managers or the sole manager
(as the case may be) and approved by the general meeting of shareholders or the sole shareholder (as the case may be), and
the shareholders of shares of the repurchased and cancelled Class of Shares shall receive from the Company an amount
equal to the Cancellation Value Per Share for each share of the relevant Class of Shares held by them and cancelled. For
the avoidance of doubt, the Total Cancelation Amount for a particular Class of Shares and the Classes of Shares repurchased
pursuant to this article 11 in the event of a repurchase and the cancellation of any Class of Shares shall be determined in
accordance with the provisions of article 21 (ignoring, for this purpose, the Priority Distributions (as such term is defined
hereinafter)).

The Company may redeem its own shares within the limits set forth by the Commercial Companies Law. For the

avoidance of doubt, amounts distributable upon the dissolution of the Company (or pursuant to a Change of Control) shall
be determined pursuant to article 24, not this article 11.

For the purpose of this article 11, the capital terms mentioned above shall have the following meaning:

Available Amount

67303

U X E M B O U R G

in the relevant Interim Accounts (without for the avoidance of doubt, any double
counting) so that:
AA = (NP + P+ CR) - (L+ LR)
Whereby:
AA = Available Amount
NP = net profits (including carried forward profits), including profits made since the
end of the last financial year, for which the annual accounts have been approved
P = any freely distributable reserve and any freely distributable share premium
CR = the amount of the share capital reduction and legal reserve reduction relating to
the Class of Shares to be cancelled
L = losses (including carried forward losses)
LR = any sums to be placed into reserve(s) pursuant to the requirements of the Law
or of the Articles.

Cancellation Value Per Share

shall be an amount calculated by dividing the Total Cancellation Amount by the
number of shares in issue in each of the Ordinary Shares, Class A Shares and/or Class
B Shares to be repurchased and cancelled as the case may be.

Total Cancellation Amount

shall be an amount determined by the board of managers or the sole manager (as the
case may be) and approved by the general meeting of the shareholders or of the sole
shareholder (as the case may be) on the basis of the relevant Interim Accounts. The
Total Cancellation Amount for each Class of Shares shall be equal to the Economic
Rights of such Class of Shares under the limit of the Available Amount as at the time
of its cancellation. Nevertheless, the board of managers or the sole manager (as the
case may be) may provide for a Total Cancellation Amount different from the
Available Amount provided however that (i) the Total Cancellation Amount shall
never be higher than the Available Amount, (ii) such different Total Cancellation
Amount shall be notified by the board of managers or the sole manager (as the case
may be) to all the shareholders of the Company through written notice and (iii) this
Total Cancellation Amount has not been disputed in writing by any shareholder of the
Company within 3 (three) days following receipt of the written notice from the board
of managers or the sole manager (as the case may be).

Interim Accounts

means the interim accounts of the Company, including a profit and loss account made
in accordance with Luxembourg generally accepted accounting principles, as at the
relevant Interim Account Date.

Interim Account Date

means the date no earlier than 8 (eight) days before the date of the repurchase and
cancellation of the relevant Class of Shares.

Economic Rights

means the economic rights to the payment of a Distribution which would have been
declared in accordance with article 21 of these Articles, excluding the Priority
Distributions (as such term is defined hereinafter).”

Seventh resolution:

The Sole Shareholder resolves to amend article 21 of the Company's articles of association so as to be read as follows:

“ Art. 21. From the annual net profits of the Company, at least five per cent (5%) shall each year be allocated to the

reserve required by Law. That allocation to the legal reserve will cease to be required as soon and as long as the legal
reserve amounts to ten per cent (10%) of the issued capital of the Company.

After allocation to the legal reserve, the general meeting of shareholders or the sole shareholder (as the case may be)

shall determine how the remainder of the annual net profits will be disposed of, (i) by allocating the whole or part of the
remainder to a reserve or to a provision, (ii) by carrying it forward to the next following financial year or (iii) by distributing
it, together with carried forward profits, distributable reserves or share premium or any other distributable premium to the
shareholders or sole shareholder (as the case may be) (the “Distribution”).

In any year in which the Company resolves to declare and pay a Distribution, calculated in accordance with the waterfall

provisions in this article 21, the amount allocated to this effect to the Ordinary Shares shall be distributed in the following
order of priority amongst the different Ordinary Shares (the “Priority Ordinary Shares Distribution”):

1. First the shareholder(s) of Ordinary Shares 1 shall be entitled to a Distribution with respect to such year in an amount

of zero point ten percent (0.10%) of the nominal value of the Ordinary Shares 1 held by them, then;

2. the shareholder(s) of Ordinary Shares 2 shall be entitled to receive a Distribution with respect to such year in an

amount of zero point fifteen percent (0.15%) of the nominal value of the Ordinary Shares 2 held by them, then;

3. the shareholder(s) of Ordinary Shares 3 shall be entitled to receive a Distribution with respect to such year in an

amount of zero point twenty percent (0.20%) of the nominal value of the Ordinary Shares 3 held by them.

67304

U X E M B O U R G

In any year in which the Company resolves to declare and pay a Distribution, calculated in accordance with the waterfall

provisions in this article 21, the amount allocated to this effect to the Class A Shares shall be distributed in the following
order of priority amongst the different Class A Shares (the “Priority Class A Shares Distribution”):

1. First the shareholder(s) of Class A1 Shares shall be entitled to a Distribution with respect to such year in an amount

of zero point ten percent (0.10%) of the nominal value of the Class A1 Shares held by them, then;

2. the shareholder(s) of Class A2 Shares shall be entitled to receive a Distribution with respect to such year in an amount

of zero point fifteen percent (0.15%) of the nominal value of the Class A2 Shares held by them, then;

3. the shareholder(s) of Class A3 Shares shall be entitled to receive a Distribution with respect to such year in an amount

of zero point twenty percent (0.20%) of the nominal value of the Class A3 Shares held by them.

In any year in which the Company resolves to declare and pay a Distribution, calculated in accordance with the waterfall

provisions in this article 21, the amount allocated to this effect to the Class B shares shall be distributed in the following
order of priority amongst the different Class B Shares (the “Priority Class B Shares Distribution” collectively, with the
Priority Ordinary Shares Distribution and Priority Class A Shares Distribution, the “Priority Distributions”):

1. First the shareholder(s) of Class B1 Shares shall be entitled to receive a Distribution with respect to such year in an

amount of zero point ten percent (0.10%) of the nominal value of the Class B1 Shares held by them, then;

2. the shareholder(s) of Class B2 Shares shall be entitled to receive a Distribution with respect to such year in an amount

of zero point fifteen percent (0.15%) of the nominal value of the Class B2 Shares held by them, then;

3. the shareholder(s) of Class B3 Shares shall be entitled to receive a Distribution with respect to such year in an amount

of zero point twenty percent (0.20%) of the nominal value of the Class B3 Shares held by them.

Any Distribution shall be made to the shareholders in the following order and priority:
(a) First, tax Distributions in accordance with article 25 shall be paid to the shareholders of the Ordinary Shares, Class

A Shares and the Class B Shares;

(b) Second, to the shareholders of the Class A Shares together as a separate and distinct class, ratably among such

shareholders in proportion to the number of Class A Shares held by such shareholder, in an a sum equal to five percent
(5%) per annum (the “Priority Return”), determined on the basis of a year of 365 or 366 days, as the case may be, for the
actual number of days in the period in which the Priority Return is being determined, compounded to the extent not
distributed in any given quarter pursuant to article 21(b) hereof, of the average daily balance of the Class A Shares Unre-
covered Preferred Amount, reduced by prior payments made pursuant to this Section 21(b). The “Class A Shares
Unrecovered Preferred Amount” shall mean an amount equal to the excess, if any, of (i) $0(the “Preferred Amount”) over
(ii) the aggregate amount of payments with respect to the Class A Shares pursuant to article 11 and the aggregate amount
of Distributions made prior to such time with respect to such Class A Shares pursuant to article 21(c);

shareholders of the Class A Shares, together as a separate and distinct class, ratably among such shareholders in proportion
to the number of Class A Shares held by such shareholder, in an amount per share equal to the Class A Shares Unrecovered
Preferred Amount;

(d) Fourth, after all Distributions required to be made pursuant to subsections (a) through (c) above have been made, to

the shareholders of the Class A Shares, Class B Shares, and the Ordinary Shares, ratably among such shareholders in
proportion to the number of shares held by such shareholder (ignoring, for this purpose, the reduction in the number of
shares outstanding as a result of any prior repurchases and cancelations of shares pursuant to article 11 and changes in the
number of shares as a result of any equity splits, recapitalizations or similar events), until the aggregate amount distributed
(i) under subsections (a) through (c) above, taking into account amounts previously distributed under subsections (a) through
(c) above, and (ii) this subsection (d), taking into account the aggregate amount of payments made by the Company pursuant
to article 11 upon the repurchase of the Class A Shares and amounts previously distributed under this subsection (d), to the
Class A Shares, is equal to 2.5 times the Original Issue Price of the Class A Shares, the “Original Issue Price of the Class
A Shares” being $0; provided, that (x) amounts otherwise distributable pursuant to this subsection (d) with respect to an
Ordinary Share that are not ultimately distributable to a holder of a corresponding equity interest issued by the shareholder
of such Ordinary Share at the time of the distribution because either (A) the shareholder of the Ordinary Share itself has
not issued its own corresponding equity interests with respect to such Ordinary Share or (B) the amount is not distributable
pursuant to the award agreement with respect to the corresponding equity interest issued by the shareholder of such Ordinary
Share itself and (y) amounts paid by a holder of the corresponding equity interest issued by the shareholder of such Ordinary
Share pursuant to an award agreement to pay for such corresponding equity interest, including by payment of an option
exercise price, (the “Undistributed Amount”) shall be reallocated among the shareholders of the Class A Shares, the Class
B Shares, and the remaining Ordinary Shares not described in clause (x) of this subsection (d) ratably among such share-
holders in proportion to the number of shares held by each shareholder, but treating, for the purpose of reallocation, any
amount described in (y) as part of the amount being reallocated and distributed to the shareholder that received such funds
from the equity interest (ignoring, for this purpose, the reduction in the number of shares outstanding as a result of any
prior repurchases and cancellation of shares pursuant to article 11 and any changes in the number of shares as a result of
equity splits, recapitalizations or similar events);

(e) Fifth, after all Distributions required to be made pursuant to subsections (a) through (d) have been made, to the

shareholders of the Class B Shares, together as a separate and distinct class, ratably among such shareholders in proportion

67305

U X E M B O U R G

to the number of Class B Shares held by such shareholder, until the aggregate amount distributed to each Class B Shares
(i) under subsections (a) and (d) above, and (ii) this subsection (e), taking into account the aggregate amount of payments
made by the Company pursuant to article 11 upon the repurchase of the Class B Shares and amounts previously distributed
under this subsection (e), is equal to 2.5 times the Original Issue Price of the Class B Shares, the “Original Issue Price of
the Class B Shares” being $0;and

(f) Sixth, after all Distributions required to be made pursuant to article 21(a) through (e) have been made, to the share-

holders of the Class A Shares, the Class B Shares and the Ordinary Shares, ratably among such shareholders in proportion
to the number of shares held by each shareholder (ignoring, for this purpose, the reduction in the number of shares outs-
tanding as a result of any prior repurchases and cancelations of shares pursuant to article 11 and any changes in the number
of shares as a result of equity splits, recapitalizations or similar events); provided, that the Undistributed Amount (deter-
mined replacing references to subsection (d) with references to this subsection (f)) shall be reallocated in the same manner
provided in subsection (d) of this article 21.”

Eighth resolution:

The Sole Shareholder resolves to create a new article 22 of the Company's articles of association so as to be read as

follows:

“ Art. 22. Subject to the provisions of article 21 above of the Articles, the general meeting of shareholders of the

Company, or the sole shareholder (as the case may be) upon proposal of the board of managers or the sole manager (as the
case may be), may decide to pay interim dividends before the end of the current financial year, on the basis of a statement
of accounts prepared by the board of managers or the sole manager (as the case may be), and showing that sufficient funds
are available for distribution, it being understood that the amount to be distributed may not exceed realized profits since
the end of the last financial year, increased by profits carried forward and available reserves, less losses carried forward
and sums to be allocated to a reserve to be established according to the Law or the Articles. For avoidance of doubt, all
amounts distributed pursuant to this article 22 shall be taken into account in determining amounts payable pursuant to
article 21 and article 24.”

Ninth resolution:

The Sole Shareholder resolves to amend article 23, formerly article 22, of the Company's articles of association so as

to be read as follows:

“ Art. 23. The general meeting of shareholders under the conditions required for amendment of the Articles, or the sole

shareholder (as the case may be) may resolve the dissolution of the Company. The Company will be automatically liquidated
in the event of a change of control, meaning any merger, consolidation, or sale of equity interests of the Company in which
the shareholders existing prior to such transaction own less than forty percent (40%) of the equity in the surviving entity,
any sale of all or substantially all of the assets of the Company, or any similar transaction (the “Change of Control”).”

Tenth resolution:

The Sole Shareholder resolves to amend article 24, formerly article 23, of the Company's articles of association so as

to be read as follows:

“ Art. 24. Should the Company be dissolved (or pursuant to a Change of Control), the liquidation will be carried out by

the Manager(s) or such other persons (who may be physical persons or legal entities) appointed by the Shareholder(s), who
will determine their powers and their compensation.

After payment of all the debts of and charges against the Company, including the expenses of liquidation, the net

liquidation proceeds shall be distributed to the shareholders or the sole shareholder (as the case may be) so as to achieve
on an aggregate basis the same economic result as the distribution rules set out for dividend distributions provided that
notwithstanding article 21, if the Distributions to be made to the shareholders pursuant to article 21 shall not be sufficient
to cause (i) the Class A Shares to receive (A) the Class A Shares Preferred Liquidation Preference and (B) the Class A
Shares Non-Preferred Liquidation Preference, (ii) the Class B Shares to receive the Class B Shares Liquidation Preference,
and (iii) the Class C shares to receive the Class C Shares Liquidation Preference (as such terms are defined hereinafter),
Distributions shall be made in the following order:

(a) First, to the shareholders of the Class A Shares, together as a separate and distinct class, in preference to payment

to the shareholders of the Class B Shares or any other shareholders of Shares in the Company, an amount with respect to
such Class A Shares equal to the sum of (i) the amount of the Class A Shares Unrecovered Preferred Amount and (ii) the
unpaid portion of the Priority Return (collectively, as appropriately adjusted for shares splits, recapitalizations and similar
events, the “Class A Shares Preferred Liquidation Preference”); and

(b) Second, after Distributions required to be made pursuant to article 24(a) have been made, to the shareholders of the

Class A and the Class B Shares, ratably among such shareholders in proportion to the amount distributable to each share-
holder pursuant to this article 24(b):

(i) with respect to the Class A Shares, an amount equal (A)the Original Issue Price of the Class A Shares, less (B) the

67306

U X E M B O U R G

pursuant to article 21 (other than article 21(b)); provided, that amounts described in this clause (B)(x) and (y) shall not be
taken into account to the extent that such amounts reduce the Class A Shares Unrecovered Preferred Amount and (z) the
Preferred Amount (the “Class A Shares Unrecovered Capital Contribution”), plus (C) the Priority Return (replacing all
references to the “Class A Shares Unrecovered Preferred Amount” in article 21(b) with references to the “Class A Shares
Unrecovered Capital Contribution”) (collectively, as appropriately adjusted for equity splits, recapitalizations or similar
events, the “Class A Shares Non-Preferred Liquidation Preference”), and

(ii) with respect to the Class B Shares, an amount equal to (A) the aggregate Original Issue Price of the Class B Shares,

less (B) the sum of (x) the aggregate amount of payments made prior to such time with respect to the Class B Shares
pursuant to article 11 and (y) the aggregate amount of Distributions made by the Company prior to such time with respect
to such Class B Shares pursuant to article 21 (the “Class B Shares Unrecovered Capital Contribution”), plus (C) the Priority
Return (replacing all references to the “Class A Shares Unrecovered Preferred Amount” in article 21(b) with references to
the “Class B Shares Unrecovered Capital Contribution” and all references to “Class A Shares” with references to “Class
B Shares”), (collectively, as appropriately adjusted for equity splits, recapitalizations or similar events, the “Class B Shares
Liquidation Preference”); and

of the Class C Shares in an amount with respect to such Class C Shares equal to $20,000 (the “Class C Shares Liquidation
Preference”).”

Eleventh resolution:

The Sole Shareholder resolves to amend article 25, formerly article 24, of the Company's articles of association so as

to be read as follows:

“ Art. 25. The general meeting of shareholders of the Company, or the sole shareholder (as the case may be) upon

proposal of the board of managers or the sole manager (as the case may be), shall, subject to any restrictions contained in
any financing agreements to which the Company is a party, cause the Company to distribute to each class of shareholders
at such times as determined by the board of managers or the sole manager (as the case may be) to be appropriate, but in no
event less later than March 31 of the year following the taxable year, an interim Distribution in cash in an amount equal to
(i) the product of (A) the aggregate taxable income, if any, allocated to such shareholder pursuant to Annex B of the Master
Investor Agreement for the taxable year (or portion thereof) that includes the date of the distribution described in this article
25 and all prior taxable years and (B) the highest marginal rate of U.S. federal, state and local income tax applicable to an
individual residing in California or New York City with respect to such income, whichever is higher (utilizing the tax rates
applicable to the taxable year in which such income was allocated), less (ii) the aggregate amount distributed to such
shareholder pursuant to article 11 or article 21 in taxable years (or portions thereof) to which the distribution described in
this article 25 relates and all prior taxable years. The determination of the tax rates to be used for purposes of the preceding
sentence shall be made by the board of managers or the sole manager (as the case may be) in their good faith discretion
after consulting with the Company's tax advisors, taking into account the deductibility of state and local taxes and any
limitations on the ability of an individual to deduct any items of expense or loss under U.S. federal income tax principles.
For the avoidance of doubt, any interim Distribution to a shareholder pursuant to this article 25 shall be treated as an advance
of future Distributions under article 21(b) through (f) (in accordance with the provision to which such taxable income
relates), and shall be offset against subsequent Distributions that such shareholder is entitled to receive pursuant to such
article(s).”

Twelveth resolution:

The Sole Shareholder resolves to increase the share capital of the Company by an aggregate amount of USD 12,802,056

(twelve million eight hundred two thousand fifty-six United States Dollars) so as to raise the share capital from its current
amount of USD 20,000 (twenty thousand United States Dollars) to USD 12,822,056 (twelve million eight hundred twenty-
two thousand fifty-six United States Dollars) by the issuance of 1,280,205,600 (one billion two hundred eighty million two
hundred five thousand six hundred) new shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each,
of the Company, divided into (i) 55,661,100 (fifty-five million six hundred sixty-one thousand one hundred) Ordinary
Shares 1, with a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Ordinary Shares 1”), (ii)
55,661,100 (fifty-five million six hundred sixty-one thousand one hundred) Ordinary Shares 2, with a nominal value of
USD 0.01 (one cent of United States Dollar) each (the “Ordinary Shares 2”), (iii) 55,661,100 (fifty-five million six hundred
sixty-one thousand one hundred) Ordinary Shares 3, with a nominal value of USD 0.01 (one cent of United States Dollar)
each (the “Ordinary Shares 3”, together with the Ordinary Shares 1 and the Ordinary Shares 2 being referred to as the
“Ordinary Shares”), (iv) 255,237,800 (two hundred fifty-five million two hundred thirty-seven thousand eight hundred)
Class A1 Shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Class A1 Shares”), (v)
255,237,800 (two hundred fifty-five million two hundred thirty-seven thousand eight hundred) Class A2 Shares, with a
nominal value of USD 0.01 (one cent of United States Dollar) each (the “Class A2 Shares”), (vi) 255,237,800 (two hundred
fifty-five million two hundred thirty-seven thousand eight hundred) Class A3 Shares, with a nominal value of USD 0.01
(one cent of United States Dollar) each (the “Class A3 Shares”, together with the Class A1 Shares and the Class A2 Shares
being referred to as the “Class A Shares”), (vii) 115,836,300 (one hundred fifteen million eight hundred thirty-six thousand
three hundred) Class B1 Shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Class B1

67307

U X E M B O U R G

Shares”), (viii) 115,836,300 (one hundred fifteen million eight hundred thirty-six thousand three hundred) Class B2 Shares,
with a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Class B2 Shares”) and (ix) 115,836,300
(one hundred fifteen million eight hundred thirty-six thousand three hundred) Class B3 Shares, with a nominal value of
USD 0.01 (one cent of United States Dollar) each (the “Class B3 Shares”, together with the Class B1 and the Class B2
Shares being referred to as the “Class B Shares”, and together with the Ordinary Shares 1, the Ordinary Shares 2, the
Ordinary Shares 3, the Class A1 Shares, the Class A2 Shares, the Class A3 Shares, the Class B1 Shares and the Class B2
Shares being referred to as the “New Shares”), subject to the payment of (i) a share premium amounting to USD 41,720,568
(forty-one million seven hundred twenty-thousand five hundred sixty-eight United States Dollars), exclusively attached to
the Class A Shares (the “Class A Shares Premium”) and (ii) a share premium amounting to USD 19,692,159 (nineteen
million six hundred ninety-two thousand one hundred fifty-nine United States Dollars) exclusively attached to the Class B
Shares (the “Class B Shares Premium”, together with the Class A Shares Premium being referred to as the “Share Pre-
mium”), the whole to be fully paid-up and subscribe by the Contributors as described hereinafter.

Thirteenth resolution:

It is resolved to accept the subscription and the payment by the Contributors of the New Shares and the Share Premium

by contributions in kind (the “Contributions”) as described hereinafter.

Intervention - Subscription - Payment

Thereupon intervenes the First Contributor, hereby represented by Mrs. Sofia Afonso-Da Chao Conde, prenamed, by

virtue of a proxy given under private seal and declares to subscribe to the Ordinary Shares. The Ordinary Shares have been
fully paid up by the Sole Shareholder through contributions in kind consisting of part of a certain receivable held by the
Sole Shareholder against the Company (the “Sole Shareholder's Receivable”) for an aggregate amount of USD 1,669,833
(one million six hundred sixty-nine thousand eight hundred thirty-three United States Dollars).

Thereupon intervenes the First Contributor, hereby represented by Mrs. Sofia Afonso-Da Chao Conde, prenamed, by

virtue of a proxy given under private seal and declares to subscribe to the Class A Shares. The issue of Class A Shares is
also subject to the payment of part of the Class A Shares Premium. The Class A Shares as well as the Class A Premium
have been fully paid up by the Sole Shareholder through contributions in kind consisting of (i) part of the Shareholder's
Receivable and (ii) certain shares held by the Sole Shareholder in CH Merger Sub, Inc., a wholly-owned New York
corporation, which shall be exclusively allocated to the Class A1 Shares, the whole for an aggregate amount of USD
49,377,702 (forty-nine million three hundred seventy-seven thousand seven hundred two United States Dollars).

Thereupon intervene the Second Contributors, hereby represented by Mrs. Sofia Afonso-Da Chao Conde, prenamed,

by virtue of proxies given under private seal and declare to subscribe to the Class B Shares. The issue of the Class B Shares
is also subject to the payment of the Class B Shares Premium. The Class B Shares as well as the Class B Shares Premium
have been fully paid up by the Second Contributors through contributions in kind consisting of certain shares held by the
Second Contributors in ChyronHego Corporation, a New York based corporation (“ChyronHego”), for an aggregate amount
of USD 23,167,248 (twenty-three million one hundred sixty-seven thousand two hundred forty-eight United States Dollars).

Description of the Contributions

The contributions made by the Contributors, in exchange of the issuance of the New Shares and the payment of the

Share Premium, is composed of the Contributions.

Evidence of the Contributions' existence

A proof of the existence of the Contributions has been given to the Company.

Valuation

The global net value of the Contributions amounts to USD 74,214,783 (seventy-four million two hundred fourteen

thousand seven hundred eighty-three United States Dollars).

Such valuation has been approved by the managers of the Company pursuant to a statement of contribution value dated

9 March 2015, which shall remain attached to this deed to be filed with such deed with the registration authorities.

Managers' intervention

Thereupon intervene:
a) Vector Capital IV International, L.P., a limited partnership organized under the laws of Cayman Islands, having its

registered office at 190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands, registered in the Cayman
Islands under the number KY-51968, category A manager of the Company;

b) Mr. Ludovic Trogliero, residing professionally at 6, rue Eugène Ruppert, L-2453, Luxembourg, Grand Duchy of

Luxembourg, category B manager of the Company; and

c) Mr. David Catala, residing professionally at 6, rue Eugène Ruppert, L-2453, Luxembourg, Grand Duchy of Luxem-

bourg, category B manager of the Company;

all represented here by Mrs. Sofia Afonso-Da Chao Conde, prenamed, in accordance with the provisions of the statement

of contribution value.

67308

U X E M B O U R G

acknowledging having been previously informed of the extent of their responsibility, legally bound as managers of the

Company by reason of the Contributions, expressly agree with the description of this Contributions, with their valuation,
and confirm the validity of the subscription and payment.

Fourteenth resolution:

As a consequence of the foregoing statements and resolutions, the shareholding of the Company is now composed of:
- Vector CH Holdings (Cayman), L.P.: (i) 55,661,100 (fifty-five million six hundred sixty-one thousand one hundred)

Ordinary Shares 1, (ii) 55,661,100 (fifty-five million six hundred sixty-one thousand one hundred) Ordinary Shares 2, (iii)
55,661,100 (fifty-five million six hundred sixty-one thousand one hundred) Ordinary Shares 3, (iv) 255,237,800 (two
hundred fifty-five million two hundred thirty-seven thousand eight hundred) Class A1 shares, (v) 255,237,800 (two hundred
fifty-five million two hundred thirty-seven thousand eight hundred) Class A2 Shares, (vi) 255,237,800 (two hundred fifty-
five million two hundred thirty-seven thousand eight hundred) Class A3 Shares and (vii) 2,000,000 (two million) Class C
Shares;

- Gawell: (i) 4,572,400 (four million five hundred seventy-two thousand four hundred) Class B1 Shares, (ii) 4,572,400

(four million five hundred seventy-two thousand four hundred) Class B2 Shares and (iii) 4,572,400 (four million five
hundred seventy-two thousand four hundred) Class B3 Shares;

- Fjellsten: (i) 24,787,100 (twenty-four million seven hundred eighty-seven thousand one hundred) Class B1 Shares,

(ii) 24,787,100 (twenty-four million seven hundred eighty-seven thousand one hundred) Class B2 Shares and (iii)
24,787,100 (twenty-four million seven hundred eighty-seven thousand one hundred) Class B3 Shares;

- P. Eriksson: (i) 2,045,500 (two million forty-five thousand five hundred) Class B1 Shares, (ii) 2,045,500 (two million

forty-five thousand five hundred) Class B2 Shares and (iii) 2,045,500 (two million forty-five thousand five hundred) Class
B3 Shares;

- Bengtsson: (i) 8,021,700 (eight million twenty-one thousand seven hundred) Class B1 Shares, (ii) 8,021,700 (eight

million twenty-one thousand seven hundred) Class B2 Shares and (iii) 8,021,700 (eight million twenty-one thousand seven
hundred) Class B3 Shares;

- T. Eriksson: (i) 673,800 (six hundred seventy-three thousand eight hundred) Class B1 Shares, (ii) 673,800 (six hundred

seventy-three thousand eight hundred) Class B2 Shares and (iii) 673,800 (six hundred seventy-three thousand eight hun-
dred) Class B3 Shares;

- Norrman: (i) 2,807,600 (two million eight hundred seven thousand six hundred) Class B1 Shares, (ii) 2,807,600 (two

million eight hundred seven thousand six hundred) Class B2 Shares and (iii) 2,807,600 (two million eight hundred seven
thousand six hundred)Class B3 Shares;

- Bastinec: (i) 4,813,000 (four million eight hundred thousand) Class B1 Shares, (ii) 4,813,000 (four million eight

hundred thousand) Class B2 Shares and (iii) 4,813,000 (four million eight hundred thousand) Class B3 Shares;

- Fort: (i) 4,813,000 (four million eight hundred thousand) Class B1 Shares, (ii) 4,813,000 (four million eight hundred

thousand) Class B2 Shares and (iii) 4,813,000 (four million eight hundred thousand) Class B3 Shares;

- Wray: (i) 1,203,300 (one million two hundred three thousand three hundred) Class B1 Shares, (ii) 1,203,300 (one

million two hundred three thousand three hundred) Class B2 Shares and (iii) 1,203,300 (one million two hundred three
thousand three hundred) Class B3 Shares;

- Stubley: (i) 363,000 (three hundred sixty-three thousand) Class B1 Shares, (ii) 363,000 (three hundred sixty-three

thousand) Class B2 Shares and (iii) 363,000 (three hundred sixty-three thousand) Class B3 Shares;

- Lundmark: (i) 288,800 (two hundred eighty-eight thousand eight hundred) Class B1 Shares, (ii) 288,800 (two hundred

eighty-eight thousand eight hundred) Class B2 Shares and (iii) 288,800 (two hundred eighty-eight thousand eight hundred)
Class B3 Shares;

- Mallander: (i) 401,100 (four hundred one thousand one hundred) Class B1 Shares, (ii) 401,100 (four hundred one

thousand one hundred) Class B2 Shares and (iii) 401,100 (four hundred one thousand one hundred) Class B3 Shares;

- Edqvist: (i) 721,900 (seven hundred twenty-one thousand nine hundred) Class B1 Shares, (ii) 721,900 (seven hundred

twenty-one thousand nine hundred)Class B2 Shares and (iii) 721,900 (seven hundred twenty-one thousand nine hundred)
Class B3 Shares;

- Hayman: (i) 1,684,600 (one million six hundred eighty-four thousand six hundred) Class B1 Shares, (ii) 1,684,600

(one million six hundred eighty-four thousand six hundred) Class B2 Shares and (iii) 1,684,600 (one million six hundred
eighty-four thousand six hundred) Class B3 Shares;

- Holm: (i) 1,019,500 (one million nineteen thousand five hundred) Class B1 Shares, (ii) 1,019,500 (one million nineteen

thousand five hundred) Class B2 Shares and (iii) 1,019,500 (one million nineteen thousand five hundred) Class B3 Shares;

- Larring: (i) 815,500 (eight hundred fifteen thousand five hundred) Class B1 Shares, (ii) 815,500 (eight hundred fifteen

thousand five hundred) Class B2 Shares and (iii) 815,500 (eight hundred fifteen thousand five hundred) Class B3 Shares;

- IA AS: (i) 2,278,600 (two million two hundred seventy-eight thousand six hundred) Class B1 Shares, (ii) 2,278,600

(two million two hundred seventy-eight thousand six hundred) Class B2 Shares and (iii) 2,278,600 (two million two hundred
seventy-eight thousand six hundred) Class B3 Shares;

67309

U X E M B O U R G

- Stridsberg: (i) 335,700 (three hundred thirty-five thousand seven hundred) Class B1 Shares, (ii) 335,700 (three hundred

thirty-five thousand seven hundred) Class B2 Shares and (iii) 335,700 (three hundred thirty-five thousand seven hundred)
Class B3 Shares;

- Onkel: (i) 380,800 (three hundred eighty thousand eight hundred) Class B1 Shares, (ii) 380,800 (three hundred eighty

thousand eight hundred) Class B2 Shares and (iii) 380,800 (three hundred eighty thousand eight hundred) Class B3 Shares;

- Westhill: (i) 36,736,300 (thirty-six million seven hundred thirty-six thousand three hundred) Class B1 Shares, (ii)

36,736,300 (thirty-six million seven hundred thirty-six thousand three hundred) Class B2 Shares and (iii) 36,736,300 (thirty-
six million seven hundred thirty-six thousand three hundred) Class B3 Shares; and

- Maxflyt: (i) 17,073,100 (seventeen million seventy-three thousand one hundred) Class B1 Shares, (ii) 17,073,100

(seventeen million seventy-three thousand one hundred) Class B2 Shares and (iii) 17,073,100 (seventeen million seventy-
three thousand one hundred) Class B3 Shares.

The notary acts that the 1,282,205,600 (one billion two hundred eighty-two million two hundred five thousand six

hundred) shares, representing the whole share capital of the Company, are represented so that the meeting can validly
decide on the resolution to be taken below.

Fifteenth resolution:

As a consequence of the foregoing statements and resolutions and the Contributions having been fully carried out, the

Shareholders unanimously resolve to amend the first paragraph of article 8 of the Company's articles of association so as
to read as follows:

“ Art. 8. The Company's share capital is set at USD 12,822,056 (twelve million eight hundred twenty-two thousand

fifty-six United States Dollars), represented by 1,282,205,600 (one billion two hundred eighty-two million two hundred
five thousand six hundred) shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each, divided into:

- 55,661,100 (fifty-five million six hundred sixty-one thousand one hundred) ordinary shares, with a nominal value of

USD 0.01 (one cent of United States Dollar) each (the “Ordinary Shares 1”);

- 55,661,100 (fifty-five million six hundred sixty-one thousand one hundred) ordinary shares, with a nominal value of

USD 0.01 (one cent of United States Dollar) each (the “Ordinary Shares 2”);

- 55,661,100 (fifty-five million six hundred sixty-one thousand one hundred) ordinary shares, with a nominal value of

USD 0.01 (one cent of United States Dollar) each (the “Ordinary Shares 3”, together with the Ordinary Shares 1 and the
Ordinary Shares 2 being referred to as the “Ordinary Shares”);

- 255,237,800 (two hundred fifty-five million two hundred thirty-seven thousand eight hundred) class A1 shares, with

a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Class A1 Shares”);

- 255,237,800 (two hundred fifty-five million two hundred thirty-seven thousand eight hundred) class A2 shares, with

a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Class A2 Shares”);

- 255,237,800 (two hundred fifty-five million two hundred thirty-seven thousand eight hundred) class A3 shares, with

a nominal value of USD 0.01 (one cent of United States Dollar) each (the “Class A3 Shares”, together with the Class A1
Shares and the Class A2 Shares being referred to as the “Class A Shares”);

- 115,836,300 (one hundred fifteen million eight hundred thirty-six thousand three hundred) class B1 shares, with a

nominal value of USD 0.01 (one cent of United States Dollar) each (the “Class B1 Shares”);

- 115,836,300 (one hundred fifteen million eight hundred thirty-six thousand three hundred) class B2 shares, with a

nominal value of USD 0.01 (one cent of United States Dollar) each (the “Class B2 Shares”);

- 115,836,300 (one hundred fifteen million eight hundred thirty-six thousand three hundred) class B3 shares, with a

nominal value of USD 0.01 (one cent of United States Dollar) each (the “Class B3 Shares”, together with the Class B1
Shares and the Class B2 Shares being referred to as the “Class B Shares”); and

- 2,000,000 (two million) class C shares, with a nominal value of USD 0.01 (one cent of United States Dollar) each (the

“Class C Shares”).”

No other amendments to be made to this article.

Sixteenth resolution:

The Shareholders unanimously resolve to amend article 21 of the Company's articles of association so as to be read as

follows:

“ Art. 21. From the annual net profits of the Company, at least five per cent (5%) shall each year be allocated to the

reserve required by Law. That allocation to the legal reserve will cease to be required as soon and as long as the legal
reserve amounts to ten per cent (10%) of the issued capital of the Company.

After allocation to the legal reserve, the general meeting of shareholders or the sole shareholder (as the case may be)

67310