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- S-4 Registration of securities issued in business combination transactions
- 3.1 Certificate of Incorporation of Ssi Investments II Limited
- 3.2 Memorandum and Articles of Association of Ssi Investments II Limited
- 3.3 Certificate of Formation of Ssi Co-issuer LLC
- 3.4 Limited Liability Company Agreement of Ssi Co-issuer LLC
- 3.5 Certificate of Incorporation of Ssi Investments III Limited
- 3.6 Memorandum and Articles of Association of Ssi Investments III Limited
- 3.7 Certificate of Incorparation of Skillsoft Limited
- 3.8 Memorandum and Articles of Association Skillsoft Limited
- 3.9 Certificate of Incorporation of Skillsoft Ireland Limited
- 3.10 Memorandum and Articles of Association of Skillsoft Ireland Limited
- 3.11 Certificate of Incorporation of CBT (Technology) Limited
- 3.12 Memorandum and Articles of Association of CBT (Technology) Limited
- 3.13 Certificate of Incorporation of Stargazer Productions
- 3.14 Memorandum and Articles of Association of Stargazer Productions
- 3.15 Amended and Restated Certificate of Incorporation of Skillsoft Corporation
- 3.16 Amended and Restated Bylaws of Skillsoft Corporation
- 3.17 Articles of Organization of BOOKS24X7.COM, Inc.
- 3.18 By-laws of BOOKS24X7.COM, Inc.
- 3.19 Certificate and Articles of Amalgamation of Skillsoft Canada, LTD.
- 3.20 By-law Number 1A of Skillsoft Canada, LTD.
- 3.21 Certificate of Incorporation of Skillsoft Finance Limited
- 3.22 Memorandum and Articles of Association of Skillsoft Finance Limited
- 3.23 Certificate of Incorporation of Skillsoft U.k. Limited
- 3.24 Memorandum and Articles of Association of Skillsoft U.k. Limited
- 4.1 Form of 11.125% Senior Note Due 2018
- 4.2 Indenture Dated As of May 26,2010
- 4.3 First Supplemental Indenture
- 4.4 Registration Rights Agreement
- 5.1 Opinion of Ropes & Gray LLP
- 5.2 Opinion of William Fry
- 5.3 Opinion of Cox & Palmer
- 5.4 Opinion of Maples and Calder
- 5.5 Opinion of Ropes & Gray International LLP
- 10.1 Amended and Restated Credit Agreement
- 10.2 Guarantee and Collateral Agreement
- 10.3 First Amendment to Guarantee and Collateral Agreement
- 10.4 Assumption Agreement
- 10.5 Novation and Assumption Agreement
- 10.6 Novation and Assumption Agreement
- 10.7 Assumption Agreement
- 10.8 Form of Indemnification Agreement
- 12.1 Statement of Computation of Ratio of Earnings to Fixed Charges
- 21.1 List of Subsidiaries
- 23.1 Consent of Ernst & Young LLP
- 25.1 Form T-1 Statement of Eligibility
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to Brokers
- 99.4 Form of Letter to Clients
- CORRESP Corresp
- CORRESP Corresp
Exhibit 3.3
State of Delaware Secretary of State Division of Corporations Delivered 02:02 PM 05/07/2010 FILED 01:57 PM 05/07/2010 SRV 100477814 – 4820937 FILE |
STATEof DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE OF FORMATION
OF
SSI CO-ISSUER LLC
Pursuant to Title 6, Chapter 18, Sections 201 and 204
of the Delaware Code
This Certificate of Formation ofSSI Co-Issuer LLCis being duly executed and filed by This Certificate of Formation of Ryan Schaffer, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6Del.C. § 18-101,etseq.), as amended from time to time.
(1) The name of the limited liability company formed hereby isSSI Co-Issuer LLC.
(2) The address of the registered office of the limited liability company in the State of Delaware is:
Corporation Service Company
2711 Centerville Road, Suite 400
Wilmington, Delaware 19808
(3) The name and address of the registered agent of the limited liability company for service of process on the limited liability company in the State of Delaware is:
Corporation Service Company
2711 Centerville Road, Suite 400
Wilmington, Delaware 19808
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the 7th day of May, 2010.
/s/ Ryan Schaffer |
Name: Ryan Schaffer |
Title: Authorized Person |