Acte du 21 novembre 2008

S15jz6

CONSENTEMENT ECRIT UNANIME DU CONSEIL D'ADMINISTRATION D'APPLE EUROPE, INC., UNE SOCIETE REGIE PAR L'ETAT DU DELAWARE (la "Société")

28_ avril, 2008

Conformément a l'Article III, Section 9 des statuts de la Société, (les "Statuts"), les soussignés, représentant la totalité des membres du Conseil d'administration de la Société, ont adopté la résolution suivante par consentement écrit unanime, apres avoir été consultés par écrit.

Transfert de l'adresse de l'établissement principal de la succursale en France

ETANT RAPPELE, que la Société a constitué une succursale dont l'adresse de l'établissement principal est situé 12 avenue d'Océanie, ZA de Courtaboeuf 91956 Les Ulis, France, immatriculée au Registre du Commerce et des Sociétés d'Evry sous le

numéro 321 227 852 (la "Succursale Francaise");

CECI ETANT EXPOSE, il est décidé de transférer l'adresse de l'établissement principal de la Succursale Francaise au 7 g late. d'Iéna 75116 Paris, France avec effet a compter du 1er mai 2008; et

IL EST PRECISE, que les membres du Conseil d'administration de la Société sont dûment autorisés et ont tous pouvoirs, a l'effet d'accomplir toute démarche nécessaire a la mise en oeuvre de cette résolution, ainsi que, sans que cela soit limitatif, a l'effet de procéder a toute formalité de dépt et autre qu'il appartiendra afin de réaliser le transfert de l'adresse de l'établissement principal de la Succursale Francaise.

Etabli a la date ci-dessus mentionnée

Petor Oppenheimer Gary Wipflet/ Administrateur

Tribunal de

Cofmettd rde"patrs. R Elinora S. Mantovani M Administrateur 2 1 NOV.2008

AMENDED AND RESTATED BYLAWS OF..

APPLE EUROPE, INC.

00000

B Y m L A W S

000

OFFICES

Section l. The registered office shall be in the

City of wilmington, County of New Castle, State of Delaware.

Section 2. The corporation may also have offices

at such other places both within. and without the State of

Delaware as the board of directors may from time to time deter-

mine or the business of the corporation may require.

MEETINGS OF STOCKHOLDERS.

Section l. Ali meetings of the stockholders for the

election of directors shall be held at such place either

within or without the State of Delaware as shall be designated

from time to time by the board of directors and stated in the

notice of the meeting. Meetings of stockholders for any other

purpose may be held at such time and place, within or without

the notice of the meeting, or, if not so specified, at the

place where the meeting is to be held. The list shall also

be produced and kept at the time and.place of the meeting ů

the whole time thereof, and may be inspected by any stockholder

who is present.

Section 5. : Special meetings of the stockholders,

for any purpose or purposes, unless otherwise prescribed by

statute or by the certificate of incorporation, may be called

by the president and shall be called by the president or sec-

retary at the request in writing of a majority of the board of

directors, or at the request in writing of stockholders owning

a majority in amount of the entire capital stock of the cor-

poration issued and outstanding and entitled to vote. Such

request shall state the purpose or purposes of the proposed

meeting.

Section 6. Written notice of a special meeting

stating the place, date 'and hour of the meeting and the purpose

or purposes for which the meeting is called, shall be given not

less than ten nor more than sixty days before the date of the

meeting, to each stockholder entitled to vote at such meeting.

Section 7.: Business transacted at any special meeting

of stockholders shall be limited to the purposes stated in the

notice.

the State of Delaware, as shall be stated in the notice of the

meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders, shall

be held at such:date and time as shall be designated from time

to time by the board of directors and stated in the notice of

the meeting, at which they shall elect by a plurality vote a

board of directors, and transact such other business as may

properly be brought before the meeting.

Section 3. Written notice of the annual meeting

stating the place, date and hour of the meeting shall be given

to each stockholder entitled to vote at such meeting not less

than ten nor more than sixty days before the date of the meet-

ing.

Section 4.. The officer who has charge of the stock

ledger of the corporation shall prepare and make, at least

ten days before every meeting of stockholders, a complete list

of the stockholders entitled to vote at the meeting, arranged

in alphabetical order, and showing the address of each stock-

holder and the number of shares registered in the name of each

stockholder. Such list shall be open to the examination of

any stockholder, for any purpose germane to the meeting, during

ordinary business hours, for a period of at least ten days

prior to the meeting, either at a place within the city where

the meeting is to be held, which place shall be specified in

Section 8. The holders.of fifty-one percent of the

stock issued and outstanding and :entitled to vote thereat,

present in person or represented by proxy, shall constitute a

guorun at all meetings of the stockholders for the transaction

of business except as otherwise provided by statute or by the

certificate of incorporation. If, however, such quorum shall

not be present or represented at any meeting of the stockholders,

the stockholders entitled to vote thereat, present in person or

represented by proxy, shall have power to adjourn the meeting

from time to time, without notice other than announcement at the

meeting, until a quorum shall be present or represented. At

such adjourned meeting at which a guorun shall be present or

represented any business may be transacted which might have been

transacted at the meeting as originally notified. If the

adjournment is for more than thirty days, or if after the

adjournment a new record date is fixed for the adjourned meet-

ing, a notice of the adjourned meeting shall be given to each

stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at' any meeting.

the vote of the holders of a majority of the stock having voting

power present in person or represented by proxy shall decide

any question brought before such meeting, unless the question

is one upon which by express provision of the statutes or of the

certificate of incorporation, a different vote is required in

which case such express provision shall govern arid control the

decision of such question.

Section lo. Unless otherwise provided :in the cer-

tificate of incorporation each stockholder shall :at every meet-

ing of the stockholders be entitled to one vote in person or by

proxy for each share of the capital stock having voting power

held by such stockholder, but no proxy shall be voted on after

three years from its date, unless the proxy provides for a

longer period.

Section ll. Unless otherwise provided in the cer-

tificate of incorporation, any action required to be taken at

any annual or special meeting of stockholders of :the corpo-

ration, or any action which may be taken at any annual or

special meeting of such stockholders, may be taken without a

meeting, without prior notice and without a vote, if a consent

in writing, setting forth the action so taken, shall be signed

by the holders of outstànding stock having not less than the

minimum number of votes that would be necessary to authorize

or take such action at a meeting at which all shares entitled to

vote thereon were present and voted. Prompt notice of the

taking of the corporate action without a meeting by less than

unanimous written consent shall be given to those stockholders

who have not consented in writing.

DIRECTORS

Section l. The number of directors which shall

constitute the whole board shall be not less than.three nor

more than nine. The first board shall consist of three di-

rectors. Thereafter, within the limits above specified, the

number of directors shall be determined by resolution of the

board of directors or by the stockholders at the annual meeting.

The directors shall be elected at the annual meeting of the

stockholders, except as provided in Section 2 of this Article.

and each director elected shall hold office until his successor

is elected and gualified. Directors need not be stockholders.

Section 2. Vacancies and newly created director-

ships resulting from any increase in the authorized number

of directors may be filled by a majority of the directors then

in office, though less than a quorum, or by a sole remaining

director, and the directors so chosen shall hold office until

the next annual election and until their successors are duly

elected and shall qualify, unless sooner displaced. If there

.are no directors in office, then an election of directors may be

held in the manner provided by statute. If, at the time of

filling any vacancy or any newly created directorship, the

directors then in office shall constitute less than a majority

of the whole board (as constituted immediately prior to any such

increase), the Court of Chancery may, upon application of any

stockholder or stockholders holding at least ten:percent of the

total number of the shares at the time outstanding having the

right to vote for such directors, summarily order an election to

be held to fill any such vacancies or newly created directorships,

or to replace the directors chosen by the directors then in

office.

Section 3. The business of the corporation shall be

managed by or under the direction of its board of directors

which may exercise all such powers of the corporation and do all

such lawful acts and things as are not by statute or by the cer

tificate of incorporation or by these by-laws directed or re-

quired to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation

may hold meetings, both regular and special, either within or

without the State of Delaware.

Section 5. The first meeting of each newly elected

board of directors shall be held at such time and place as

shall be fixed by the vote of the stockholders at the annual

meeting and no notice of such meeting shall be necessary to

the newly elected directors in order legally to constitute the

meeting, provided a guorum shall be present. In,the event of

the failure of the stockholders to fix the time or place of such

first meeting of the newly elected board of directors, or in

the event such meeting is not held at the time and place so

fixed by the stockholders, the meeting may be held at such time

and place as shall be specified in a notice given as hereinafter

provided for special meetings of the board of &iréctors, or as

shall be specified in a written waiver signed by all of the di-

rectors.

Section 6. Regular meetings of the board of directors

may be held without notice at such time and at such place as

shall from time to time be. determined by.the board.

Section 7. Special meetings of the board may be

called by the president on one day's notice to each director,

either personally or by mail or by telegram; special meetings

shall be called by the president or secretary in like manner

and on like notice on the written request of two directors un-

less the board consists of only one director; in which case

special meetings shall be called by the president :or secretary

in like manner and on like notice on the written request of the

sole director.

Section 8. At all meetings of the board one-third

of the directors shall constitute a quorum for the transaction

of business and the act of a majority of the directors present

at any meeting at which there is a quorum shall be the act of

the board of directors, except as may be otherwise specifically

provided by statute or by the certificate of incorporation. 1f

a quorum shall not be present at any meeting of the board of

directors the directors present thereat may adjourn the meeting

from time to time, without notice other than announcement at

the meeting, until a quorum shall be present.

Section 9. Unless otherwise restricted by the cer-

tificate of incorporation or these by-laws, any action required

or permitted to be taken at any meeting of the board of directors

or of any committee thereof may be taken without a meeting, if

all members of the board or committee, as the case may be, con-

sent thereto in writing, and the writing or writings are filed

with the minutes of proceedings of the board or committee.

Section l0. Unless otherwise restricted by the cer-

tificate of incorporation or these by-laws, members of the board

of directors, or any committee designated by the iboard of di-

rectors, may participate in a meeting of the board of directors,

or any cammittee, by means of conference telephone or similar

communications equipment by means of which all persons partici-

pating in the meeting can hear each other, and such participation

in a meeting shall constitute presence in person .at the meeting.

COMMITTEES. OF DIRECTORS

Section ll. The board of directors may, by resolution

passed by a majority of the whole board, designate one or more

comnittees, each committee to consist of one or more of the di-

rectors of the corporation. The board may designate one or more

directors as alternate members of any committee, who may replace

any absent or disqualified member at any meeting of the connittee

In the absence or disqualification of a member of a

committee, the member or menbers thereof present at any meeting

and not disqualified from.voting. whether or not he or they con-

stitute a quorum, may unanimously appoint another member of the

board of directors to act at the meeting in the place of any

such absent or disqualified member.

Any such committee, to the extent provided in the

resolution of the board of directors, shall have and may ex-

ercise all the powers and authority of the board of directors

in the management of the business and affairs of the corpo-

ration, and may authorize the seal of the corporation to be af-

fixed to all papers which may require .it; but no such corunittee

shall have the power or authority in reference to: anending

the certificate of incorporation, adopting an agreement of merger

or consolidation, recommending to the stockholders the sale,

lease or exchange of all or substantially all of :the corpo-

ration's property and assets, recommending to the stockholders

a dissolution of the corporation or a revocation of a dissolu-

tion, or anending the by-laws of the corporation;. and, unless

the resolution or the .certificate of incorporation expressly

so provide, no such committee shall have the power or authority

to declare a dividend or to authorize the issuance of stock

Such committee or committees shall have such name or names as

may be determined from time to time by resolution adopted by

the board of directors.

Section l2. Each committee shall keep regular

minutes of its meetings and report the same to the board of

directors when required.

COMPENSATION OF DIRECTORS

Section l3. Unless otherwise restricted by the

certificate of incorporation or thesé by-laws, the board of

directors shall have the authority to fix the compensation of

directors. The directors may be paid their experses, if any.

of attendance at each meeting of the board of directors and

may be paid a fixed sum for attendance at each meeting of the

board of directors or a stated salary as director. No such

payment shall preclude any director from serving :the corpo-

ration in any other capacity and receiving compensation there-

for. Members of special or standing committees may be allowed

like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14. Unless otherwise restricted by the cer-

tificate of incorporation or by law, any director or the entire

board of directors may be removed, with or without cause, by

the holders of a majority of shares entitled to vote at an elec-

tion of directors.

NOTICES

Section l.' Whenever, under the provisions of the

statutes or of the certificate of incorporation or of these by-

laws, notice is required to be given to any director or stock-

holder, it shall not be construed to mean personal notice, but

such notice may be given in writing, by mail, addressed to

such director or stockholder, at his address as it appears on

the records of the corporation, with postage thereon prepaid,

and such notice shall be deemed to be given at the time when

the same shall be depositea in the United states mail. Notice

to directors may also be given by telegram.

Section 2. Whenever any notice is required to be

given under the provisions of the statutes or of the certifi-

cate of incorporation or of these by-laws, a waiver thereof in

writing, signed by the person or persons entitled to said

notice, whether before or after the time stated therein, shall

be deemed equivalent thereto.

OFFICERS

Section l. The officers of the corporation shall

be chosen by the board of directors and shall be a president,

a vice-president, a secretary and a treasurer. The board of

directors may also choose additional vice-presidents, and one

Any or more assistant secretaries. and assistant treasurers.

nunber of offices may be held by the same person, unless the

certificate of incorporation or these by-laws otherwise pro-

vide.

Section 2. The board of directors at its first

meeting after each annual meeting of stockholders shall choose

a president, one or more vice-presidents, a secretary and a

treasurer.

Section 3. The board of directors may appoint such

other officers and agents as it shall deem necessary who shall

hold their offices for such terms and shall exercise such powers

and perfonm such duties as shall be determined from time to

time by the board.

The salaries of all officers and agents Section 4.

of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall

hold office until their successors are chosen and gualify.

Any officer elected or appointed by the board of directors may

be removed at any time by the affirmative vote of a majority

of the board of directors. Any vacancy occurring in any office

of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive

officer of the corporation, shall preside at all meetings of

the stockholders and the board of directors, shall have general

and active management of the business of the corporation and

shall see that all orders and resolutions of the board of di-

rectors are carried into effect.

Section 7. He shall execute bonds, mortgages and

other contracts requiring a seal, under the seal of the corpo-

ration, except where required or permitted by law o be other-

wise signed and executed and except where the signing and

execution thereof shall be expressly delegated by the board

of directors to some other officer or agent of the. corporation.

THE VICE-PRESIDENTS

Section 8. In the absence of the president or in

the event of his inability or refusal to act, the vice-president

(or in the event there be more than one vice-president, the

vice-presidents in the order designated by the directors, or

in the absence of any designation, then in the order of their

election) shall perform the duties of the president, and when

so acting, shall have.all the powers of and be subject to all

the restrictions upon the president. The vice-presidents shall

perform such other duties and have such other powers as the

board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings

of the board of directors and all meetings of the stockholders

and record all the proceedings of the meetings of the corpo-

ration and of the board of directors in a book to be kept for

that purpose and shall perform like duties for the standing

committees when required. He shall give, or cause to be given,

notice of all meetings of the stockholders and special meetings

of the board of directors, and shall perform such other duties

as may be prescribed by the board of directors,or: president,

. under whose supervision he shall be. He shall have custody of

the corporate seal of the corporation and he, or an .assistant

secretary, shall have authority to affix the same to any instru-

ment requiring it and when so affixed, it may be attested by

his signature or by the signature of such assistant secretary.

The board of directors may give general authority to any other

officer to affix the seal of the corporation and :to attest the

affixing by his signature.

Section l0. The assistant .secretary, or if there

be more than one, the assistant secretaries in the order deter-

mined by the board of directors (or if there be no such deter-

mination, then in the order of their election) shall, in the

absence of the secretary or in the event of his inability or

refusal to act, perform the duties and exercise the powers of

the secretary and shall perform such other duties and have such

.other powers as the board of directors may from time to time

prescr.ibe.

THE TREASURER AND ASSISTANT TREASURERS

Section ll. The treasurer shall have the custody

of the corporate funds and securities and shall keep full and

accurate accounts of receipts and disbursements in books belong-

ing to the corporation and shall deposit all moneys and other

valuable effects in the name and to the credit of the corporation

in such depositories as may be designated by the board of di-

rectors.

Section l2. He shall aisburse the funds of the corpo-

ration as may be ordered by the board of directors, taking

proper vouchers for such disbursements, and shall render to

the president and the board of directors, at its 'regular meet

ings, or when the board of directors so requires.; an.account

of all his transactions as treasurer and of the financial con-

dition of the corporation.

Section l3. If required by the board of directors,

he shall give the corporation a bond (which shall be renewed

every six years) in such sum and with such surety or sureties

as shall be satisfactory to the board of directors for the

faithful performance of the duties of his office :and for the

restoration to the corporation, in case of his death, resigna-

tion, retirement or renoval from office, of all books, papers,

vouchers, money and other property of whatever kind in his pos-

session or under his control belonging to the corporation.

Section l4. The assistant treasurer, or if there

shall be more than one, the assistant treasurers in the order

determined by the board of directors (or if there be no such

determination, then in the order of their election), shall, in

the absence of the treasurer or in the event of His inability

or refusal to act, perform the duties and exercise the powers

of the treasurer and shall perform such other duties and have

such other powers,as the board of directors may from time to

time prescribe.

CERTIFICATE OF STOCK

Section l. Every holder of stock in the corporation

shall be entitled to have a certificate, signed by, or in the

name of the corporation by, the chairman or vice-chairman of

the board of directors, or the president or a vice-president

and the treasurer or an assistant treasurer, or the secretary

or an assistant secretary of the corporation, certifying the

number of shares owned by him in the corporation.

Section 2. Any of or all the signatures on the cer-

tificate may be facsimile. In case any officer, itransfer agent

or registrar who has signed or whose facsimile signature has

been placed upon a certificate shall have ceased :to be such

officer, transfer agent or registrar before such certificate

is issued, it may be issued by the corporation with the same

effect as if he were such officer, transfer agent or registrar

at the date of issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new

certificate or certificates to be issued in place of any cer-

tificate or certificates theretofore issued by the corporation

alleged to have been lost, stolen or destroyed, upon the making

of an affidavit of that fact by the person claiming the cer-

tificate of stock to be lost. stolen or destroyed:. When autho-

rizing such issue of a new certificate or certificates, the

board of directors may, in its discretion and as a condition

precedent to the issuance thereof, reguire the owner of such

lost, stolen or destroyed certificate or certificates, or his

legal representative, to advertise the same in such manner as

it shall require and/or to give the corporation a bond in such

sum as it may direct as indemnity against any claim that may

be made against the corporation with respect to the certificate

alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4. Upon surrender to the corporation or the

transfer agent of the corporation of a certificate for shares

duly endorsed or accompanied by proper evidence of succession,

assignation or authority to transfer, it shall be the duty of

the corporation to issue a new certificate to the person entitled

thereto, cancel the old certificate and record the transaction

upon its books.

FIXING RECORD DATE

Section 5. In order that the corporation may deter-

mine the stockholders entitled to notice of or to vote at any

meeting of stockholders or any adjournment thereof, or to ex-

press consent to corporate action in writing without a meeting.

or entitled to receive payment of any dividend or other dis-

tribution or allotment of any rights, or entitled to exercise

any rights in respect of any change, :conversion or exchange

of stock or for the purpose of any other lawful action, the

board of directors may fix, in advance,.a record date, which

shall not be more than sixty nor less than ten days before the

date of such meeting, nor more than sixty days prior to any

other action. A determination of stockholders of record en-

titled to notice of or to vote at a meeting of stockholders

shall apply to any adjournment of the meeting: provided, how-

ever, that the board of directors may fix a new record date

for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to

recognize the exclusive right of a person registered on its

books as the owner of shares to receive dividends, and to vote

as such owner, and to hold liable for calls and assessments a

person registered on its books as the owner of shares, and

shall not be bound to recognize any equitable or ther claim

to or interest in such share or shares on the part of any

other person, whether or not it shall have express or other

notice thereof, except as otherwise provided by the laws of

Delaware.

GENERAL PROVISIONS

DIVIDENDS

Section l. Dividends upon the capital stock of

the corporation, subject to the provisions of the certificate

of incorporation, if any, may be declared by the board of di-

rectors at any regular or special meeting, pursuant to law.

Dividends may be paid in cash, in property, or in.shares of

the capital stock, subject to the provisions of the certificate

of incorporation.

Section 2. Before payment of any dividend, there

may be set aside out of any funds of the corporation available

for dividends such sum or sums as the directors from time to

time, in their absolute discretion, think proper as a reserve

or reserves to meet contingencies, or for egualizing dividends,

or for repairing or maintaining any property of the corporation,

or for such other purpose as the directors shall .think conducive

to the interest of the corporation, and the directors may modify

or abolish any such reserve in the manner in which it was

created.

ANNUAL STATEMENT

Section 3. The board of directors shall present at

each annual meeting, and at any special meeting of the stock-

holders when called for by vote of the stockholders, a full

and clear statenent of the business and condition of the cor-

poration.

CHECKS

Section 4. All checks or demands for money and notes

of the corporation shall be signed by such officer or officers

or such other person or persons as the board of directors may

from time to time designate.

FISCAL YEAR

Section 5. The fiscal year of the corporation shall

be fixed by resolution of the board of directors.

SEAL

Section 6. The corporate seal shall have inscribed

thereon the name of the corporation, the year of its organization

and the words "Corporate Seal, Delaware". The seal may be

used by causing it or a facsimile thereof to be iinpressed or

affixed or reproduced or otherwise.

INDEMNIFICATION

Section 7. The corporation shall indemnify its of-

ficers, directors, employees and agents to the extent permitted

by the General Corporation Law of Delaware.

AMENDMENTS

Section l. These by-laws may be altered, amended or

repealed or new by-laws may be adopted by the stockholders or

by the board of directors, when such power is conferred upon

the board of directors by the certificate of incorporation at

any regular meeting of the stockholders or of the: board of

directors or at any special meeting of the stockholders or of

the board of directors if notice of such alteration, anendment,

repeal or adoption of new by-laws be contained in the notice

of such special meeting. If the power to adopt, anend or repeal

by-laws is conferred upon the board of directors by the cer-

tificate of incorporation it shall not divest or.limit the

power of the stockholders to adopt, amend or repeal by-laws.

MODIFICATION ET REFONTE DES STATUTS DE

APPLE EUROPE INC.