S. D. AHUJA S. OiAKRABORTY S. R. GUPTA SIRCAR Dr. I. S. BJ-IATIACHARYA
Telephone 91 (33) 40177100 91 (33) 40177110 91 (33) 32939080
s:.
S. K. GUE Dr. S. K. CHAUDHURI
aD'S
Telefax
M. MAHARAJ
91 (33) 40088262 91 (33) 40088263 91 (33) 40177240
A.. SINGH C. MUKHERJEE S. MANI D. K. OtAUDHRY S. SEN MITRA S. OiOWDHURY R. MITRA LB. SINGH M. KUMAR S. $AHA MENON A.. SEN TRIPATHI D. RUDRA R. GUPTA,
S. R. DAS T. CHAKRABORTY B. BANERJEE S. MUKHERJEE B. M. QUINN A.. CHAKRABORTY P. BANERJEE N. THAMBI C. GHOSH B. MALAKAR
dp ahuja
&CO.
Patent & Trademark Attorneys
Email
Since 1971
[email protected] [email protected] [email protected] [email protected]
14/2 Palm Avenue Calcutta 700019 INDIA Offices: DELHI(GURGAON)
CALCUTTA
BANGALORE
MADRAS
PUNE
AHMEDABAD
Mobile Phone for SMS only +919831360050
The Registrar of Trade Marks 2015 April 23 Office of the Trade Marks Registry Our Ref : T28171- RNS CP-II, I P Bhawan, 5th Floor, Email :
[email protected] Sector - 5, Salt Lake, Calcutta - 700 091 Dear Sir, Re: INDIA Viber Media, Inc. Indian Trade Mark Application No: 2481957 in Class 38 for Trade Mark :VIBER filed on 20 February 2013 Request Form TM 16jor Recorda! of change in Juridical Form to :VIBER MEDIA S.A.R.L
on
•
We refer to the above application filed on 20" February, 2013, in the name of Viber Media, Inc. We enclose a copy of the official numbered representation for reference.
•
Thereafter, the Applicant Viber Media, Inc., has undergone change in juridical form:
from
Viber Media, Inc. A CORPORATION DULY ORGANISED AND EXISTING UNDER THE LAWS OF PANAMA.
10
VIBER MEDIA S.A.R.L (SOCIETE
A
RESPONSABILITE LIMITEE)A PRIVATE LIMITED COMPANY
DULY ORGANISED AND EXISTING UNDER THE LAWS OF LUXEMBOURG.
Please add our above emails and our domain name to your safe sender list, to ensure that our emails are not blocked by your firewalls or spam filter software.
D. P. AHUJA & CO. 14/2 Palm Avenue calcutta 700 019 INDIA.
Telephone: 91 (33) 40177100
• Facsimile: 91 (33) 40177240
.2.
•
Subsequently, VIBER MEDIA S.A.R.L., underwent change of address:
from
P.O. BOX 51786, LIMASSOL 3021, CYPRUS
to
48, BOULEVARD GRANDE-DUCHESSE
CHARLOTTE L-1330
LUXEMBOURG •
For recordal of Change in Juridical Form and Address, we enclose the following:
1. Request on Form TM-16; 2. Official Fee ofRs. 1000/-; 3. Copy of the notarised extract of the Board Resolution and extract of Companies Register along with verified English translation, evidencing the change in juridical form and address. 4. Extract from the E-Register; and 5. Copy of General Power of Authority
•
The Registrar is requested to take the above request and documents on record and amend aDDIicant's name to read as VIBER MEDIA S.A.R.L., with address at 48, BOULEVARD GRANDEDUCHESSE CHARLOTTE L-1330 LUXEMBOURG, and allow the mark to proceed accordingly.
Yours faithfully,
,1 'I.::~ D. P. AHUJA & CO. Email:
[email protected] Mobile Phone for SMS only:+919831360050
Encl : 1. Form TM 16; 2. Official Numbered Representation 3. Official Fee of 1000/-; 4. Notarised extract of the Board Resolution and extract of Companies Register along with verified English translation, evidencing the change in juridical form and address. 5. Extract from the E-Register; and 6. Copy of Power of Authority TMlPMB12304201S
FORMTM-16 .:;,"~d p.-. J
(;
rash \
J C.~? i r r " Act, 20 to r' ~ t 2 ~ APR 2015
The Trade Marks Act, 1999 The Trade Marks (Amendment)
F-' txro .
The Trademarks Rules, 2002 1\
. ~htry.
4
, •••••••
1?!42-bb
----
The Trade Marks (Amendment) Rules, 20\3.) .•..r-..
FEE :Rs. 1000/-
-.
:
r
)
-
Attorney Code No: 7490
Request for correction of clerical error, or for amendment. [Sections 18(4),22 and 58, Rules 41, 91 and 97] IN THE MATTER OF TRADE MARK under application number 2481957 in Class Sub: RECORDAL
38
for the trade mark VIBER
FOR CHANGE IN JURIDICAL
FORM AND CHANGE OF ADDRESS
VIBER MEDIA S.A.R.L., (SOCIETE A RESPONSABILITE LIMITEE)A PRIVATE LIMITED COMPANY DULY ORGANISED AND EXISTING UNDER THE LAWS OF LUXEMBOURG, address at 48, BOULEVARD
GRANDE-DUCHESSE
CHARLOTTE
L-1330
with
LUXEMBOURG,
hereby request to enter their name and address in the official record for the subject trademark application,
by virtue of the following changes ofthe applicant:
1. Change in Juridical
from
Form
Viber Media, Inc. A CORPORATION DULY ORGANISED AND EXISTING UNDER THE LAWS OF PANAMA.
to
VIBER MEDIA S.A.R.L (SOCIETE
A RESPONSABILITE
LIMITEE)A PRIVATE LIMITED
COMPANY DULY ORGANISED AND EXISTING UNDER THE LAWS OF LUXEMBOURG.
2. Change of address
from
P.O. BOX 51786, LIMASSOL 3021, CYPRUS
to
48, BOULEVARD GRANDE-DUCHESSE CHARLOTTE L-1330 LUXEMBOURG
•
Notarised extract of the Board Resolution and extract of Companies Register along with verified English translation, evidencing the change in juridical form and address is enclosed.
All communications relating to this application may be sent to the following address in India D. P. AHUJA & CO. 14/2 Palm Avenue Calcutta 700 019 Email:
[email protected] Mobile Phone for SMS only +919831360050 Dated this 24th April, 2015
,J.. -L::_~ ofD. P. AHUJA & CO. Authorised Agent
To The Registrar of Trade Marks Office of the Trade Marks Registry Calcutta
- SL. NO
IIIIIIIII~11111111111111201::;,- •
Jo all to whom thede predentd dhall come, ~[JJt..A:cJl1aiti duly appointed by the Central (Jovernment ad a (]Votart/' and practiding within the city of Calcutta (?Oedt Bengal), Union of cJndia, do hereby certify that the
'ell:'
paper 1Uritingd, collectively marked
ann~x~d hereto, hereinafter
"7
called the paper writingd, 'dt are predented before me by the executant'd.
c-,,-liff~
9o--.L- ~
w.of•.•~
~
rA
.d\,
~~~
. ~o\.el'!1919~
hereinafter referred ad the, executant'/d" on thid the c2,y ~.P,C10 ~o.:' ay of Jhe
ff.~
/f-p-;,-)? "executant'/d"
in the year uwo Jhoudand ...
having admitted
riling "ell" and being dafidfied
the execution
ad to the identify of
of the JJaper
the executant
cJ have
attedted the execution.
IN FAITH AND TESTIMONY WHEREOF
cJ. Jhe
daid cJ'Votary,have hereunto duhxribed my e and affixed my deal
&JtJ!d.ayof
of office
~(
2;::.
,
thid
201 ~ \
(?~
)
R. N. Maiti r, ,r:Notary ~. '-("-::J Govt. Of India Regn. No. -379/92 C.M.M'S Court, Bar Library 3, Bankshall Street Kolkata - 700 001
Vlber Media S.A r.l. Societe Aresponsabillle llmitee Registercd office: 48, bonlcvard
Grande.Duchesse
L-1330 Luxembonrg RESOLUTIONS DE L' ASSOCIE UNIQUE du 3 mars 2014 Numero
Charlotte
12014
In the year two thousand and fouru:en, on lhe third day of March, before Maitre Marc Loesch, notary residing in Mondnrf-Ies-Bains, Grand Duchy of Luxembourg. there appeared:
Viber Media Ltd., a company governed by the laws of Cyprus, registered under number HE 303929 and having its registered nffice at Filiou Zonnetou, 2, C & F Orologas Building, 1st floor, Katholiki, 3021, Limassol (Cyprus) (lbe "Sbareholder"), hereby represented by Ms Stephanie Weyder!, LL.M., professionally residing in Luxembourg by virtue of a power of attorney under private seal granted on
'5
March 2014. Said proxy, signed "ne varietur" by the proxyholder and the undersigned notary, will be annexed to lbe present deed for the purpose of registration. The appearing person, represented as stated above, has requested the notary to record that: (i)
The Shareholder is lbe sole shareholder ofViber Media Inc. (the
"Company'1, a company governed by lbe laws of Panama, registered under Micro Jacket 695355 and Doctm1ent 1745997 of the Mercantile Section, of the Public Registry Office in Panama, in process of de-registration in Panama. (ii)
The issued share capital of lhe Company is currently fixed at
1
TRUE COP
R. JAN A ADVOCATE
o
R.N. MAin NOTARY GOVT. OF INDIA Reg. NO.-379/92 C.M.M.'s Court-Calcutl8
, /
twe.n1y-five thousand United States dollars (USD 25,000.-) represented by twenty-five thousand (25,000) simes with a nominal value of one United States doIlar (USD 1.-) each, entirely paid-in. (iii)
The
Shareholder,
represented
as mentioned
above,
has
recognised to be fully informed of the resolutions to be taken on the basis of the fonowing agenda:
AGENDA 1
Acknowledgement of the resolutions taken by the board of
diiectors of the Company on 2& FebruarY 2014 regarding the transfer of the domicile, registered office and central administrative seat of the Company without .any. dissolution from Panama to Luxembourg, GJalld.Duchy of LuxemboUrg with effect as at the date of the present extraordinary general meeting of the slmeholdirs. 2
Transfer
of. the
domicile,
registered
office
and central
edministrative seat of the Company without dissolution from Panama, to Luxembourg, Grand-Duchy of Luxembourg, with effect as at the date of the present extraordinary general meeting of the shareholders. 3
Adoption of the Luxembourg nationality and submission of the
Company to Luxembourg laws, adoption of the legal form of a "soeWe a responsabillte limitee" and change of the Company's name to "Viber Media S.1l r.l.••. 4
Complete restatement of the Company's articles of association in
order to comply with the laws of the Grand Duchy of Luxembourg in this respect.
S
Confirmation of the closing date of the current finaocial year of
the Company under Panama law and of the opening date of the first finaocial year of the Company under Luxembourg law. 6
Approval of an interim balance sheet of the Company as at 28
February 2014, as opening balance sheet of the Company, and of a manager's certificate with respect to this interim balance sheet 7
Acknowledgement that the net value of the Company's assets
corresponds at least to the Company's issued share capital of twenty-five thousand United States dollars (USD 25,000.-) represented by twenty-five thousand (25,000) shares, and subsequently that the Company complies with
2
cTRUE COPY ATTE:.~'EO-
.
2: ~
R.N. MAtTI NOTARY GOVT. OF INDIA Reg. NO.-379192 G.M.M.'s Court-Caicull3
-, ~
' ') '-
4 APR 2('15 u
/
the Luxembourg statutory requirements of the minimum share capital applicable for a soctere 8
a responsabilite
limitee.
Determination of the address of the registered office in
Luxembourg. 9
Setting of the nomber of managers of the Company
111
four (4)
and (i) re-appointment of the former directors of the Company as class A managers of the.Company until the general meeting of shareholders convened to approve the Company's annual' accounts for the fi"t financial year, as follows: • Mr Zohar Shamir; • Mr Talmon Marco; and • Mr Moshe Yosef; aod (ii) appoinlment of Mr. Laureot Schummer as class B manager of the Company until the general meeting of shareholders convened to approve the Company's annual accounts for the first financial year. 10
to delegate powe".
(iv)
The undersigned notary has received an npinion from a Panama
legal cowisel, namely Mr. Ricardo Chanis dated 3 March 20J4 stating among others that the laws of Panaroa permit the Cnmpany to discontinue under the Jaws of Panama and continue in Luxembourg, Grand Duchy of Luxembourg, without dissolution of the Company. (v)
The Shareholder took the following resolutions:
FIRST RESOLUTION The Shareholder resolved to acknowledge the resolntions of the board of directo" of the Company taken on 28 February 2014, in accordance to which the directo".ofthe
Company resolved, among othe", the fnllowing:
• tn transfer !he domicile, registered office and central administrative seat of the Company without dissolution from Panama, to Luxembourg, Grand Duchy of Luxembourg; • to set the date of effectiveness of the transfer from Panama to Luxembourg, Grand Duchy of Luxembourg as at the date of the present extraordinary general meeting of the shareholders; and • to delegate to any director or officer, as ",-ellas to any lawyer at the
3 TRUe Copy ATTESTED
• R.N.M I
NOTARY GO'IT. OF INDIA Reg. No.-379!>;,2 C.M.M.'s eoun-C ••lcutlJl
1.. 4 APR zO'5"
_..J
,. /
law firm Chams Abogados y Consultores, Panama all powers to perform all the formalities and to effect all the regiStrations and publications in Panama and in Luxembourg, for the purpose of transferring of the domicile, registered office and central administrative seat of the Company from Panama to Luxembourg, Grnnd Duchy of Luxembourg. Consequently, the Company will become a Luxembourg domiciled company fulling under the laws of the Grand Duchy of Luxembourg. Said resolutions of the board of directcrs of the Company, after ne varietur' signature by the proxyholder and the undersigned notary, will remain
attached to the present deed, to be filed at the 'same time with the registration authorities. SECOND RESOLUTION The Shareholder resolved to transfer the domicile, registered office and central administrative seat of the Company witliout any dissolution from Panama to Luxembourg, Grnnd Duchy of Luxembourg, and to continue its corporate existence with effect as at the date of the present extraordinary general meeting of the shareholders. THIRD RESOLUTION The Shareholder resolved that as a cousequence of the above transfer, the Company shall adopt the Luxembourg nationality; shall be submitted to the laws of the Grnnd Duchy of Luxembourg and shall adopt the legal form of a Usociite
a responsabiliti
limitee •.•.
The Sbareholder further resolved that the Company will.cbauge its name to "ViberMedia S.• d.••. FOURTH RESOLUTION The Shareholder resolved to proceed with a complete restatement of the Company's articles of association in order to comply with the laws of the Grand Duchy of Luxembourg in this respect and that tha articles of aSsociation of the Company shall henceforth read as follows: "CHAPTER Y.-FORM, NAME, REGISTERED OFFICE, OBJECT, DURATION Article 1. Form, Name A societe.
responsabilite limit
laws of thc Grand Duchy of Luxembourg and in particular the law of 10
............................................4-. TRUE COpy
ATTESJS!t
~
__ .....~ ...
. ...
..~
/)
C-----~ R,~l.MAin'
NOTARY GOVi.
OF INDIA
REu. r"\1.-:\:~/92 C,M.M:S Coun-Galcutta
2. 4 APR ZG15
/
".e:v URE.-'A
t\N r.••.. I'
August 1915 on commercial companies, as amended (the "Laws") and by the present articles of incorporation (the "Articles of Incorporation'"). The Company may be composed of one (1) single shareholder, owner of all the shares, or several shareholders, but Dot exceeding forty (40) shareholders. The Company exists under the name of "Viber Media So, r.lo". Article 20 Registered Office The Company will have its registered office in the City ofLuxembourgo The registered office may be transferred to any other place within the City of Luxembourg by aresalution of the Managor(s). Branches or other offices may be established either in the Grand Duchy of Luxernbourg or abroad by resolution of the Manager(s). In the event that, in the view of the Manager(s), extraordinary political, economic 'or social developments occur or are imminent that would interfere with the normal activities of the Company at its registered office or with the ease of communications with such office or between such office and persons abroad, the Company may temporarily transfer the registered office abroad, until the complete cessation of these abnormal circumstances. Such temporary measures will have no effect on the nlrtionality of the Company, which, notwithstanding the tempmary transfer of the registered office, will remain a company governed by the Laws. Such temporary measures will be taken' and notified to any interested parties by the Manager(s). Article 30 Object.' The object of the Company is the acquisition, holding and disposal of interests in Luxembourg and/or in foreign companies and undertakings, as well as the administration, development and management of such interesta. The Company may provide loans and financing in any other kind or form or grant guarantees or security in any other kind or form, in favour of the companies and undertakings forming part of the group of which the Company is a member. The Company may invest in, acquire through conlributions, firm purchases, options or in any other way, manage, develop and hold patents, copyrights, trade marks, licenses and any other form of intellectual properly rights, to license the right to use them, to sell or dispose of the same, in whole
5
~UECQZTEO
• ~\
.
~
R.N. MArTI
1>'OTARYGCvT. OF INDIA n~go NC.-Jl'!/S2 CoM.M:" C"•.• .t~alcutla
/
or in part, for such Consideration as the Company may think fit, and to subcontract the management and developmcnt of intellectual property rights. The Company may also invest in real estate, in intellectual property rights or any other movable or immovable assets in any kind or form. The Company may bcrrow in any ldnd or form and privately issue bonds, notes or any other debt instruments as well as warrants or other share subscription rights. In a general fashion, the Company may carry out any commercial, industrial
or financial operation, which it may deem useful in the
accomplishment and development of its purposes. Article 4. Duration
The Company is formed for an unlimited duration. It may be dissolved at any time by a resolution of the shareholder(s), voting with the quorum and majority rules set by the Laws or by the Articles of Incorporation, as the case may be pursuant to article 29 of the Articles of Incorporation. CHAPTER II. CAPITAL. SHARES Article 5. Issued Capital The issued capital of the Company is set at twenty-five thousand United States dollars (USD 25,000.-) divided into twenty-five thousand (25,000) shares with a nominal value of one United States dollar (USD 1.-) each, all of which are fully paid up. The rights and obligations attached to the shares shall be identieal except to the extent otherwise' 'provided by the Articles of Incotporation or by the Laws. In addition to the issued capital, there may be set up a premium account to which any premium paid on any share in addition to its nominal value is transferred. The amount of the premium account may be used to provide for the payment of any shares which the Company may repurchase from its shareholder(s), to offset any net realised losses, to make distributions to the shareholder(s) in the form of a dividend or to alloesle funds to the legal reserve. Article 6. Shares Each share entitles to one (I) vole .
.......6..
.
,
TRUECOPYA:~
--
?
R.N. '-IAI11
I'lOTARYGOlir. O~ INDIA Re'l. N:J.• J7~192 C.M .•('" Ccurt-Calcutla
. 'l. 4 APR lmS
-Oc'N",'l&''S,Ti€'4,:.,mi'.
'.;',",'N);,~,,,,,",:,,,,,',,~""',,,,,,,-,,,"~ce,,,,~,,-d.""~.&e_""."".~',O"""di,""",..~."~",,,~,_,. 1~~~~x;-:'ii.i'"":l'.".N-;.~$:c:&~:;,;.:j(J:;:;t.t,-iib':'"~:W..;~~:t;~5...a"t'::&,-.';:':;?;>1iifi.~*$.cQ.~'-!o~"",:>.,.s;;=r;.m: ..~io':.l.:;£.~"3.~~;", .•.. ",:$1-:>!-~~-L:;,.¥:.w15
\~ i' Page 2/3 Partner(s}: Denomination or name of the company: Viber Media Ltd. Legal form: limited company Counlry: Cyprus Registration number. HE3Q3929 Name of the register. Registrar of Companies of Cyprus Registered office of the legal entity: 2, Filiou zannetou, C & F Orologas Building, 1" floor, CY - 3021 Limassol Shares held: 25,000 shares Dlrector(s}/manager(s): . Statutory signatory power: The Company will be bound towards third parties by the individual signature of the sale Manager or by the joint signatures of any lwo (2) Manager(s} if more than one (1) Manager has been appointed. However, if the shareholder(s} have qualified the Managers as Class A Managers or Class B Managers, the Company will only be bound towards lhird parties by the joinl signatures of one (1) Ciass A Manager and one (1) Class B Manager. \\1'1SS
i ",?-
f.1.!:!
Corporate body: Board of Managers
l'l
:1S .:.J
T8
; I~
~1;~
\JIi'\\\ .~ ~
C \l~
Last name: Schummer Firsl name(s}: Laurent R~ciiP'r.'/ Function: Class B Manager'
