EXHIBIT 2008
`
`EXHIBIT 2008
`
`

`

`IN THE UNITED STATES DISTRICT COURT
`FOR THE NORTHERN DISTRICT OF GEORGIA
`ATLANTA DIVISION
`
`VENTURA CONTENT, LTD.,
`
`Plaintiff,
`
`v.
`
`UGC INTERNET VENTURES, LTD.,
`SO BONITO INVESTMENTS, LTD.,
`and DOES 1-9,
`
`Defendants.
`
`CIVIL ACTION
`FILE NO. 1:12-CV-02856-TCB
`
`that:
`
`JUDITH HAMBURGER declares, pursuant to 28 U.S.C. § 1746,
`
`1.
`
`I am an Attorney-at-Law in and was admitted to practice
`
`law in 1981 in Switzerland. I graduated from Zurich University Law school and
`
`have previously worked in different positions for the Zurich district court and
`
`practiced law for nearly 20 years at a Zurich based law firm in the areas of
`
`commercial and private law as well as succession matters. I have substantial
`
`knowledge of commercial and corporate law, including the formation and
`
`governance of companies, including pursuant to the laws of Switzerland and the
`
`laws ofthe British Virgin Islands.
`
`2.
`
`I declare that all the facts stated in this declaration are true
`
`and accurate to the best of my knowledge based on my understanding ofthe law,
`
`and my position.
`
`

`

`3.
`
`I am currently the CEO and President of the Board of
`
`Directors of Salix Services AG, a privately-held company located and incorporated
`
`in Zurich, Switzerland ("Salix"). Salix is the sole director of Gold-Coast
`
`Nominees Ltd., ("Gold Coast N"), a privately-held company located and organized
`
`under the laws of Anguilla British West Indies and of Gold Coast Directors Ltd.
`
`("Gold Coast D"), a privately-held company located and organized in Anguilla
`
`British West Indies. Gold Coast Dis the sole director ofthe privately-held
`
`company IML Holdings, Ltd. ("IML"), which is located in and organized under the
`
`law of the British Virgin Islands. IrviL is the parent company and sole director of
`
`defendant UGC Internet Ventures, Ltd. ("UGC"), a privately-held company
`
`located in and organized under the laws of the British Virgin Islands.
`
`4.
`
`Pursuant to my position at Salix and the relationships of
`
`the companies as described in paragraph 3 above, at the time I filed my prior
`
`declaration submitted in this Action dated November 16, 2012, I believed myself
`
`to also be a member of the board of directors of UGC. It has recently come to my
`
`attention that this may not be an accurate description of my position and therefore
`
`bring this inadvertent misstatement to the attention of the Court.
`
`5.
`
`Despite my mistaken impression about my title, at the time
`
`I signed the declaration dated November 16, 20 12, I had knowledge of the facts set
`
`forth therein and was authorized to sign the declaration pursuant to my position at
`
`2
`
`

`

`Salix and the relationship between the companies as described in paragraph 3
`
`above. Documents sufficient to demonstrate my position and authority, and the
`
`relationship of the companies set forth in paragraph 3 above are attached hereto as
`
`Exhibit A for the convenience of the Court and the parties.
`
`6.
`
`Copies of all contracts between UGC and third party
`
`vendors related to the Tube Sites are located in Cyprus and such contracts were
`
`executed in Cyprus by UGC representatives.
`
`7.
`
`All ofUGC's accounting documents, correspondence and
`
`other corporate records are located in Cyprus.
`
`I declare under penalty of perjury that the foregoing is true and correct.
`Executedon~~ 20~~
`
`3
`
`

`

`EXHIBIT A
`
`EXHIBIT A
`
`

`

`Identification number
`
`CH-020.3.034.400-2
`
`COMMERCIAL REGISTER OF CANTON ZURICH
`Legal status
`Entry
`Cancelled
`Carried
`from:
`on:
`
`Limited or Corporation
`
`06.11.2009
`
`" ....
`
`0
`~
`Ill
`Cl
`I'CI
`Q.
`
`1
`
`1111111111111111111111111 All datas
`In Ca Business name
`1
`Salix Services AG
`(Salix Services SA) (Salix Services Ltd)
`1
`
`Shares
`In Ca Share capital (CHF) Paid in (CHF)
`500'000.00 eQQ IAAal!eFeiEiieA i!l:l SloiF fQQQ.QQ
`1 3
`500'000.00
`500 Namenaktien zu CHF 1'000.00
`3
`
`In Ca Purpose
`GrOndung und Verwaltung von Gesellschaften aller Art, Organisation und FOhrung
`1
`von Buchhaltungen, Steuerberatung, Vermogensverwaltungen, DurchfOhrung von
`Treuhandgeschiiften. Die Gesellschaft kann auch Garantien und BOrgschaften zu
`Gunsten Dritter abgeben, Liegenschaften fOr eigene oder fremde Rechnung erwer-
`ben, veraussem, verwalten und verwerten sowie sich an anderen Unternehmungen
`beteiligen.
`
`In Ca Remarks
`Mitteilungen an die Aktionare erfolgen durch Brief, sofem die Aktionare und deren An-
`1
`schrift bekannt sind, und ansonsten durch Publikatlon im SHAB.
`Gemass Erklarung vom 28.10.2009 wurde auf die eingeschrankte Revision verzichtet.
`
`1
`
`In Ca Qualified facts
`
`I'" I Ca I B.aooh offio"
`
`Ref Legal seat
`1 l<tisAaeAI ZH
`2 ZOrich
`
`In Ca Company address
`1 2 FFeil=tefs!Fasse 22
`a;zgg l<tisAaaM ZH
`Parkring 7
`8002 ZOrich
`
`2
`
`In Ca Postal address
`
`Ref Date of the acts
`1 28.10.2009
`2 23.03.2010
`3 16.06.2011
`
`Ref Official publication
`1 SHAB
`
`Vis Ref No journal
`Date
`43515 06.11.2009
`ZH
`1
`13149 31.03.2010
`ZH
`2
`22386 21.06.2011
`ZH
`3
`
`SOGC Date SOGC Page /ld
`220 12.11.2009 26/5339340
`67 08.04.2010 30/5577680
`121 24.06.2011
`6221038
`
`Vis Ref No journal
`
`Date
`
`SOGC Date SOGC Page /ld
`
`In Mo Ca Personal Data
`1
`Hamburger-Ornstein, Judith, von Lugano, in ZOrich
`
`1
`
`2
`2
`
`Meyer, Dr. Philippe, von ZOrich, in Zollikon
`
`Lowy, Andrea Barbara, von ZOrich, in ZOrich
`Brunner, Jacqueline, von ZOrich und Glattfelden, in Gossau ZH
`
`Signature
`Function
`president of the board single signature
`of directors
`member of the board
`of directors
`director
`director
`
`single signature
`
`joint signature at two
`joint signature at two
`
`Zurich, 22.01 .2013 09:41
`
`The information above is given with not commitment and is in no way
`legally binding. Only the company record (extract) issued and certified
`by the commercial Registery Office of Zurich and the text published in
`the Swiss Commercial Gazette are binding.
`
`The information above is given with no commitment and is In no way legally binding.
`
`

`

`NOTARIAL CERTIFICATE
`
`I, LEWIS S. HUNTE, Notary Public of HUNTE & CO., 3rd Floor, Omar Hodge
`Building, P.O. Box 3504, Road Town, Tortola, British Virgin Islands, duly
`admitted and sworn in the British Virgin Islands DO HEREBY CERTIFY and
`CONFIRM that the signature which appears in the attached original Certificate of
`Incumbency are those of Kezia Elizee and Jerome Rubin-Delanchy who are
`authorized representatives of ATU General Trust (BVT) Limited, the registered
`agent of Gold-Coast Nominees Ltd.
`
`Dated the 22nd day August, 20 II
`
`/. c·'l - -~
`A.. J', -rv---
`__.--. ---
`
`................................. . <:r.~ ........... .... .
`Lewis S. Hunte
`Notary Public
`British Virgin Islands
`
`

`

`TERRITORY OF ANGUILLA, BRITISH WEST INDIES
`
`CERTIFICATE OF INCUMBENCY
`(In accordance with Part 6, s. 72 (1 ), (2) of the Anguilla International Business
`Companies Act, 2000)
`
`Gold-Coast Nominees Ltd.
`("the Company")
`
`We, ATU General Trust (Anguilla) Inc., of Mitchell House, The Valley, Anguilla,
`the duly appointed Registered Agent of Gold-Coast
`British West Indies,
`Nominees Ltd., a Company incorporated in Anguilla, British West Indies, do
`hereby confirm that the following information is true and correct to the best of our
`knowledge and belief and that the same information was extracted from the
`corporate records of the Company at our off1ces:
`
`1.
`
`2.
`
`3.
`
`4.
`
`5.
`
`6.
`
`7.
`
`The Company is validly incorporated in Anguilla under the International
`Business Companies Act 2000 and is in good standing having paid all
`fees due and payable.
`
`The Company was incorporated on the 19th day of December, 2009.
`
`The registered number of the Company is 2154378.
`
`is US$50,000 divided
`The authorised capital of the Company
`50,000 shares with a par value of US$1.00 each.
`
`into
`
`The Sole Director of the Company at the date of this certificate is:
`
`Salix Services AG
`
`The Registered Agent of the Company is ATU GENERAL TRUST
`(ANGUILLA) INC. of Mitchell House, The Valley, Anguilla, British West·
`Indies.
`
`The Registered Office of the Company is at P.O. Box 1551, Mitchell
`House, The Valley, Anguilla, British West Indies.
`
`DATED this 22nd day of August, 2011
`
`By REGISTERED AGENT
`ATt) .Gfneral Trust (Anguilla)Jnc:,
`I
`.
`. /
`/. / / ·
`.
`/::>.
`/ /·.1//.
`/>://r' t4( c/1, /")(.
`/"::::r .. ~:..:...:._p/
`('
`[. t
`7
`rised Signl3tories
`·~
`
`A
`
`/
`
`

`

`NOTARIAL CERTIFICATE
`
`I, Laura S. Arthur Notary Public of HUNTE & CO, 2nd Floor, Yamraj Building, P.O Box 3504,
`Road Town, Tortola, British Virgin Islands, duly admitted and sworn in the British Virgin
`Islands DO HEREBY CERTIFY and CONFIRM that the signatures which appear on the
`original Certificate of Incumbency are those of Sanchia Thompson and Kezia Elizee are the
`authorized representatives of ATU General Trust (BVI) Limited, the registered agent of IML
`Holdings Ltd. ("the Company").
`
`Dated the JJ.f;', day February, 2013.
`
`c;;;;~~~
`
`Notary Public
`British Virgin Islands
`
`.-------------------------------
`
`APOSTILLE
`
`(Convention de Ia Haye du 5 octobre, 1961)
`
`l. Country: British Virgin Islands
`
`This public document
`
`2. has been signed by Laura S. Arthur
`
`3. acting in the capacity of Notary Public
`
`4. bears the seal/stamp of Laura S Arthur
`_.,.H-
`Certified
`5. at Road Town 6. The I J day of February, 2013
`1. by Dep1U~~~egnor
`
`8. No.---· ____ _
`
`Page 4 of 7
`
`

`

`TERRITORY OF THE BRITISH VIRGIN ISLANDS
`
`CERTIFICATE OF INCUMBENCY
`(In accordance with Part V, Div 3, s 107 or the BVI Business Companies Act, 2004)
`
`IML Holdings Ltd.
`("the Company")
`
`We, ATU General Trust (BY[) Limited, of 3076 Sir Francis Drake's Highway, P. 0.
`Box 3463, Road Town, Tottola, British Virgin Islands, the duly appointed Registered
`Agent of IML Holdings Ltd .. do hereby contirm that the following information is
`true and correct to the best of our knowledge and belief and that the same information
`was extracted from the corporate records of the Company at our offices:-
`
`I. The Company validly exists under the laws of the British Virgin Islands as a
`Business Company and is in full force and good standing.
`
`2. The Company was incorporated on the 1 0'11 day of December, 2008 under the
`name Mount Emily Ltd. The name was then changed to ImLive Limited on
`the 8'h day of June, 2009.
`
`3. The name of the company was further changed to IML Holdings Ltd. on the
`23rd day of June, 2010.
`
`4. The registered number of the Company is I 513241.
`
`5. The Company is authorized to issue a maximum of I ,000,000 Shares, with or
`without a par value.
`
`6. The sole director ofthe Company as at the date of this certificate is:
`
`Gold-Coast Directors Ltd.
`
`.\
`
`7. The Registered Agent of the Company is ATU GENERAL TRUST (BVI)
`LIMITED of P.O. Box 3463, 3076 Sir Francis Drake's Highway, Road Town.
`Tortola. British Virgin Islands.
`
`8. The Registered Office of the Company is at 3076 Sir Francis Drake's
`Highway, Road Town, Tot1ola. British Virgin Islands.
`
`DATED this l2 1
`h day of February, 20 I J.
`By R~ TSTERED AGENT
`ATU/
`!
`
`Page 5 of 7
`
`

`

`NOTARIAL CERTIFICATE
`
`I, Laura S. Arthur Notary Public of HUNTE & CO, 2nd Floor, Yamraj Building, P.O Box 3504,
`Road Town, Tortola, British Virgin Islands, duly admitted and sworn in the British Virgin
`Islands DO HEREBY CERTIFY and CONFIRM that the signatures which appear on the
`original Certificate of Incumbency are those of Jerome Rubin-Delanchy and Kezia Elizee are
`the authorized representatives of ATU General Trust (BVI) Limited, the registered agent of
`UGC Internet Ventures Ltd. ("the Company").
`
`Dated the /,).~ day February, 2013.
`
`... ~~:"":~~~
`L~;;:o
`Notary Public
`British Virgin Islands
`
`A PO STILLE
`(Convention de Ia Haye du 5 octobre, 1961)
`
`1. Country: British Virgin Islands
`
`This public document
`2. has been signed by Laura S. Arthur
`
`3. acting in the capacity of Notary Public
`
`4. bears the seal/stamp of Laura S. Arthur
`
`Certified
`
`5. at Road Town 6. The \~ay of February, 2013
`1. by __ [jepulY G9v~mor _____ _
`1 'lC'L:r·
`8. No.---~ --L......LO-.:L------
`9. Seai/Stamp __________ lO. _____ _
`
`l
`Page 6 of 71
`
`

`

`TERRITORY OF THE BRITISH VIRGIN ISLANDS
`
`CERTIFICATE OF INCUMBENCY
`(In accordance with Part V, Div 3, s 107 of the BVI Business Compnnies Act, 2004)
`
`UGC Internet Ventures Ltd.
`("the Company")
`
`We, ATU General Trust (BVI) Limited, of 3076 Sir f-rancis Drake's Highway, P. 0.
`Box 3463, Road Town, Tortola, British Virgin Islands, the duly appointed Registered
`Agent of UGC Internet Ventures Ltd., do hereby confirm that the following
`information is true and correct to the best of our knowledge and belief and that the
`same information was extracted from the corporate records of the Company at our
`otlices:-
`
`I. The Company validly exists under the laws of the British Virgin Islands as a
`Business Company and is in full force and good standing.
`
`2. The Company was incorporated on the 2J'd day of September, 2008 under the
`name Tavor Investments Limited. The name was then changed to Internet
`UGC Limited on the 5th day of June, 2009.
`
`3. The name of the company was further changed to UGC Internet Ventures Ltd.
`on the 23'd day of June, 2.010.
`
`4. The registered number of the Company is 1504410.
`
`5. The Company is authorized to issue a maximum of 50,000 Shares with a par
`value of US$1.00 each.
`
`6. The sole director of the Company as at the date ofthis certificate is:
`
`IML Holdings Ltd.
`
`7. The Registered Agent of the Company is ATU GENERAL ·rRUST (f3VI)
`LIMITED of P.O. Box 3463, 3076 Sir Francis Drake's Higlnvay, Road Town,
`Tclliola, British Virgin Islands.
`
`8. The Registered Office of the Company is at 3076 Sir Francis Drake's
`Highway. Road Town, Tortola, British Virgin Islands.
`
`DATED this 12th day of February, 2013.
`By
`AGENT
`ATU
`
`Page 7 of 7
`
`