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Exhibit 1.1
BERMUDA
THE COMPANIES ACT 1981
MEMORANDUM OF ASSOCIATION OF
COMPANY LIMITED BY SHARES
(SECTION 7(1) AND (2))
MEMORANDUM OF ASSOCIATION
OF
OMNINET INTERNATIONAL LTD.
(hereinafter referred to as "the Company"
1. The liability of the members of the Company is limited to the amount (if
any) for the time being unpaid on the shares respectively held by them.
2. We, the undersigned, namely,
NAME/ADDRESS BERMUDIAN STATUS NATIONALITY NUMBER OF SHARES
SUBSCRIBED
(YES/NO)
Please see attached.
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3. We, the undersigned, namely.
NAME/ADDRESS BERMUDIAN NATIONALITY NUMBER OF
(YES/NO) STATUS SHARES
SUBSCRIBED
International Finance Ltd.
Bermuda Commercial Bank Bldg.
First Floor A Local Company 11,997
44 Church Street
Hamilton HM 12
Bermuda
Orlando A. Smith
Bermuda Commercial Bank Bldg.
First Floor Yes British 1
44 Church Street
Hamilton HM 12
Bermuda
John Milligan-Whyte
Bermuda Commercial Bank Bldg.
First Floor Yes British 1
44 Church Street
Hamilton HM 12
Bermuda
Lynda Milligan-Whyte
Bermuda Commercial Bank Bldg.
First Floor Yes British 1
44 Church Street
Hamilton HM 12
Bermuda
do hereby respectively agree to take such number of shares as may be allotted to
us respectively by the provisional directors of the Company, not exceeding the
number of shares for which we have respectively subscribed, and to satisfy such
calls as may be made by the directors, provisional directors or promoters of the
Company in respect of the shares allotted to us respectively.
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3. The Company is to be an exempted Company as defined by the Companies Act
1981.
4. The Company has power to hold land situated in Bermuda not exceeding in
all, including the following parcels-
N/A
5. The authorised share capital of the Company is US$12,000.00 divided into
12,000 shares of par value US$1.00 each. The minimum subscribed share
capital of the Company is $12,000.00
6. The objects for which the Company is formed and incorporated are -
(i) to carry on the business if developing, designing, marketing,
selling, researching and dealing in information technology, office
automation, electronic equipment, computers and computer programmes,
data transmission products and systems and related equipment and
supplies of all kinds;
(ii) to provide management services by the accomation, maintenance,
supervision and management of computer installations, computer
hardware and software and all appurtenances thereof, as agent for the
buyer or hirer of such installations and equipment;
(iii) to act as consultants, managers and advisors in connection with the
business described in objects (i) and (ii); and
(iv) as set forth in paragraphs (b) to (n) and (p) to (u) inclusive of the
Second Schedule to the Companies Act, 1981.
7. The Company shall have the additional powers as set out in the Schedule
annexed hereto.
Signed by each subscriber in the presence of at least one witness attesting the
signature thereof -
/s/ L. MILLIGAN-WHYTE /s/ (ILLEGIBLE SIGNATURE)
- - ---------------------------------------- ------------------------------------
On behalf of International Finance, Ltd.
/s/ ORLANDO A. SMITH /s/ (ILLEGIBLE SIGNATURE)
- - ---------------------------------------- ------------------------------------
Orlando A. Smith
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/s/ JOHN MILLIGAN-WHYTE /s/ (ILLEGIBLE SIGNATURE)
- - ---------------------------------------- ------------------------------------
John Milligan-Whyte
/s/ L. MILLIGAN-WHYTE /s/ (ILLEGIBLE SIGNATURE)
- - ---------------------------------------- ------------------------------------
Lynda Milligan-Whyte
(Subscribers) (Witnesses)
SUBSCRIBED THIS 16TH DAY OF MARCH, 1998.
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THE SCHEDULE
(REFERRED TO IN CLAUSE NO. 7 OF THE MEMORANDUM OF ASSOCIATION)
(a) To borrow and raise money in any currency or currencies and to secure or
discharge any debt or obligation in any manner and in particular (without
prejudice to the generality of the foregoing) by mortgages of or charges
upon all or any part of the undertaking, the Company or by the creation and
issue of securities.
(b) To enter into any guarantee, contract of indemnity or suretyship and in
particular (without prejudice to the generality of the foregoing) to
guarantee, support or secure, with or without consideration, whether by
personal obligation or by mortgaging or charging all or any part of the
undertaking, property and assets (present and future) and uncalled capital
of the Company or both such methods or in any other manner, the performance
of any obligations or commitments, of, and the repayment or payment of the
principal amounts of and premiums, interest, dividends and other moneys
payable on or in respect or any securities or liabilities of, any person
including (without prejudice to the generality of the foregoing) any
company which is for the time being a subsidiary or a holding company of
the Company or another subsidiary or a holding company of the Company or
otherwise associated with the Company.
(c) To accept, draw, make, create, issue, execute, discount, endorse, negotiate
bills of exchange, promissory notes, and other instruments and securities,
whether negotiable or otherwise.
(d) To sell, exchange, mortgage, charge, let or rent, share of profit, royalty
or otherwise, grant licenses, easements, options, servitudes and other
rights over, and in any other manner deal with or dispose of, all or any
part of the undertaking, property and assets (present and future) of the
Company for any consideration and in particular (without prejudice to the
generality of the foregoing) for any securities.
(e) To issue and allot securities of the Company for cash or in payment or part
payment for any real or personal property purchased or otherwise acquired
by the Company or any services rendered to the Company or as security for
any obligation or amount (even if less than the nominal amount of such
securities) or for any other purpose.
(f) To grant pensions, annuities, or other allowances, including allowances on
death, to any directors, officers or employees or former directors,
officers or employees of the Company or any company which at any time is or
was a subsidiary or a holding company or another subsidiary of a holding
company of the Company or otherwise associated with the Company or of any
predecessor in business of any of them, and to the relations, connections
or dependants of any such persons, and
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to other persons whose service or services have directly or indirectly
been of benefit to the Company or whom the Company considers have any moral
claim on the Company or to their relations, connections or dependants, and
to establish or support any associations, institutions, clubs, schools,
building and housing schemes, funds and trusts, and to make payments toward
insurance or other arrangements likely to benefit any such persons or
otherwise advance the interests of the Company or of its Members, and to
subscribe, guarantee or pay money for any purpose likely, directly or
indirectly to further the Interests of the Company or of its Members for
any national, charitable, benevolent, educational, educational, social,
public, general or useful object.
(g) To purchase its own shares in accordance with the provisions of Section 42A
of The Companies Act 1981.
(h) To issue preference shares redeemable at the option of the holder, in
accordance with the provisions of Section 42 of the Companies Act 1981.
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THE COMPANIES ACT 1981
AS AMENDED
SECOND SCHEDULE (SECTION 11(2))
A company may by reference include in its memorandum any of the following
objects that is to say the business of:
(a) [Intentionally Stricken]
(b) packaging of goods of all kinds;
(c) buying, selling and dealing in goods of all kinds;
(d) designing and manufacturing of goods of all kinds;
(e) mining and quarrying and exploration for metals, minerals, fossil
fuels and precious stones of all kinds and their preparation for sale
or use;
(f) exploring for, the drilling for, the moving, transporting and refining
petroleum and hydro carbon products including oil and oil products;
(g) scientific research including the improvement, discovery and
development of processes, inventions, patents and designs and the
construction, maintenance and operation of laboratories and research
centres;
(h) land, sea and air undertakings including the land, ship and air
carriage of passengers, mails and goods of all kinds;
(i) ships and aircraft owners, managers, operators, agents, builders and
repairers;
(j) acquiring, owning, selling, chartering, repairing or dealing in ships
and aircraft;
(k) travel agents, freight contractors and forwarding agents;
(l) dock owners, wharfingers, warehousemen;
(m) ship chandlers and dealing in rope, canvas oil and ship stores of all
kinds;
(n) all forms of engineering;
(o) [Intentionally Stricken]
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(p) farmers, livestock breeders and keepers, graziers, butchers, tanners
and processors of and dealers in all kinds of live and dead stock,
wool, hides, tallow, grain, vegetables and other produce;
(q) acquiring by purchase or otherwise and holding as an investment
inventions, patents, trade marks, trade names, trade secrets, designs
and the like;
(r) buying, selling, hiring, letting and dealing in conveyances of any
sort;
(s) employing, providing, hiring out and acting as agent for artists,
actors, entertainers of all sorts, authors, composers, producers,
directors, engineers and experts or specialists of any kind;
(t) to acquire by purchase or otherwise and hold, sell, dispose of and
deal in real property situated outside Bermuda and in personal
property of all kinds wheresoever situated; and
(u) to enter into any guarantee, contract of indemnity or suretyship and
to assure, support or secure with or without consideration or benefit
the performance of any obligation of any person or persons and to
guarantee the fidelity of individuals filling or about to fill
situations or trust or confidence.
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