exhibit 10. 45 convenience translation articles of association of audible gmbh 1. name and seat of the company 1. name and seat of the company 1. 1. 1 the name of the company is : 1. 1 the name of the company is : 1. 1 audible gmbh. 1. 2 the seat of the company is munich. 1. 2 the seat of the company is munich. 1. 2 2. purpose of the company 2. purpose of the company 2. 2. 1 the purpose of the company is the offering of internet services in connection with the download of digital audio books and spoken audio content through a mainly german language website or websites and primarily using german language content to customers mainly in the federal republic of germany, austria, switzerland, grand duchy of luxembourg, principality of liechtenstein, alto adige and the german - speaking cantons of belgium. 2. 1 the purpose of the company is the offering of internet services in connection with the download of digital audio books and spoken audio content through a mainly german language website or websites and primarily using german language content to customers mainly in the federal republic of germany, austria, switzerland, grand duchy of luxembourg, principality of liechtenstein, alto adige and the german - speaking cantons of belgium. 2. 1 the purpose of the company is the offering of internet services in connection with the download of digital audio books and spoken audio content through a mainly german language website or websites and primarily using german language content to customers mainly in the federal republic of germany, austria, switzerland, grand duchy of luxembourg, principality of liechtenstein, alto adige and the german - speaking cantons of belgium. 2. 2 the company is authorized to perform any and all acts and steps directly or indirectly appropriate for the promotion of the above mentioned purpose. 2. 2 the company is authorized to perform any and all acts and steps directly or indirectly appropriate for the promotion of the above mentioned purpose. 2. 2 the company is authorized to perform any and all acts and steps directly or indirectly appropriate for the promotion of the above mentioned purpose. 3. nominal capital ; shares 3. nominal capital ; shares 3. the nominal capital of the company amounts to 4. term of the company ; fiscal year 4. term of the company ; fiscal year 4. 4. 1 the company has been established for an indefinite period of time. 4. 1 the company has been established for an indefinite period of time. 4. 1 4. 2 the fiscal year equals the calendar year. 4.