The assembly acknowledges and requests the notary to authentically establish the fact
that the preceding capital increase has been realized and that the capital has thus been brought to EUR 88,378,224.33, represented by 41,428,572 shares which do not contain a face value, each representing an equal share of the capital.
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4. |
Amendment of article 5 of the articles of association. |
Proposed resolution: In order to bring the articles of association into line with the resolutions taken, the assembly decides to
amend Article 5 of the articles of associations, as reproduced in the unofficial coordinated version of the new text of these articles of association as follows: The companys share capital is set at EUR 88,378,224.33, represented by
41,428,572 shares which do not contain a face value, each representing an equal share of the capital.
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5. |
Amendment of article 16 of the articles of association. |
Proposed resolution: In order to bring the articles of association into line with clause 6.1(a) of the Fortress Shareholders
Rights Agreement, entered into by the Company with, inter alia, the company incorporated under the laws of England as CFIP CLYD (UK) Limited, dated 4 September 2023, the assembly decides to amend article 16 and to include as fifth
indent: Any transaction whereby the company or its subsidiaries would terminate their intellectual property or licence, sub-licence or contribute their intellectual property to a third party other than
the Fortress Shareholders, which transaction presents any of the following characteristics: (i) a transfer of litigation or prosecution rights to licensees and sublicensees associated with any Dartmouth IP, (ii) the granting of an
exclusive or non-exclusive license to any Dartmouth IP, or (iii) the termination of the rights of the company or any of its subsidiaries to any Dartmouth IP (each of (i), (ii) and (iii), a
Dartmouth IP Transaction), shall be subject to approval by the board of directors, including the vote of at least one Fortress Designee.
The requirement described above shall expire once the Fortress Shareholders own in aggregate less than 10% of the outstanding shares for
more than thirty (30) consecutive days.
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6. |
Amendment of article 32 of the articles of association. |
Proposed resolution: In order to bring the articles of association into line with clause 6.1(b) of the Fortress Shareholders
Rights Agreement, entered into by the Company with, inter alia, the company incorporated under the laws of England as CFIP CLYD (UK) Limited, dated 4 September 2023, the assembly decides to amend article 32 and to include as fifth
indent as follows: The company and its subsidiaries shall not, directly or indirectly, without the consent of such Fortress Shareholder(s), (i) incur or issue any indebtedness that would encumber any intellectual property of the company or any
of its subsidiaries, (ii) issue (x) any share, (y) any other security, financial instrument, certificate or other right (including options, futures, swaps and other derivatives) representing, being exercisable, convertible or exchangeable
into or for, or otherwise providing a right to acquire, directly or indirectly, any of the foregoing or (z) any other security or financial instrument the value of which is based on any of the foregoing (each of (x), (y) and (z), an
Equity Security) of the company that are senior to the ordinary shares with respect to the right to receive (x) dividends or other distributions to shareholders or (y) proceeds in the event of the liquidation,
dissolution or winding-up of the company (including for such purposes in connection with any change of control transaction), (iii) alter, amend or change the rights, preference or privileges of the ordinary
shares, including in connection with any reclassification, recapitalization, reorganization or restructuring, (iv) recommend, directly or indirectly, or take any other action to (A) increase or decrease the size of the board of directors
or (B) co-opt or appoint to the board of directors in place of a Fortress Designee any individual other than a Fortress Designee, (v) make any proposal to amend, repeal or otherwise modify any
provision of the articles of association that would be reasonably expected to adversely affect the interests of any Fortress Shareholder or (vi) make any proposal to modify the rights of any Equity Securities of the company in a manner adverse
to CFIP CLYD LLC or CFIP CLYD (UK) Limited. The requirement described above shall expire once the Fortress Shareholders own in aggregate less than 10% of the outstanding shares for more than thirty (30) consecutive days.
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