EXHIBIT 3.2.2(a)
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE INTERNATIONAL BUSINESS COMPANIES ACT
(CAP 291)
MEMORANDUM OF ASSOCIATION
OF
SOIL BIOGENICS LIMITED
NAME
1. The name of the Company is Soil Biogenics Limited.
REGISTERED OFFICE
2. The Registered Office of the Company will be at Craigmuir Chambers, P.O.
Box 71, Road Town, Tortola, British Virgin Islands.
REGISTERED AGENT
3. The Registered Agent of the Company will be HWR Services Limited of
Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin
Islands.
GENERAL OBJECTS AND POWERS
4. (1) The object of the Company is to engage in any act or activity that is
not prohibited under any law for the time being in force in the
British Virgin Islands;
(2) The Company may not
(a) carry on business with persons resident in the British Virgin
Islands;
(b) own an interest in real property situate in the British Virgin
Islands, other than a lease referred to in paragraph (e) of
subclause (3);
(c) carry on banking or trust business, unless it is licensed to do
so under the Banks and Trust Companies Act, 1990;
(d) carry on business as an insurance or reinsurance company,
insurance agent or insurance broker, unless it is licensed under
an enactment authorizing it to carry on that business;
(e) carry on the business of company management, unless it is
licensed under the Company Management Act, 1990; or
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(f) carry on the business of providing the registered office or the
registered agent for companies incorporated in the British Virgin
Islands.
(3) For purposes of paragraph (a) of subclause (2), the Company shall not
be treated as carrying on business with persons resident in the
British Virgin Islands if
(a) it makes or maintains deposits with a person carrying on banking
business within the British Virgin Islands;
(b) it makes or maintains professional contact with solicitors,
barristers, accountants, bookkeepers, trust companies,
administration companies, investment advisers or other similar
persons carrying on business within the British Virgin Islands;
(c) it prepares or maintains books and records within the British
Virgin Islands;
(d) it holds, within the British Virgin Islands, meetings of its
directors or members;
(e) it holds a lease of property for use as an office from which to
communicate with members or where books and records of the
Company are prepared or maintained;
(f) it holds shares, debt obligations or other securities in a
company incorporated under the International Business Companies
Act or under the Companies Act; or
(g) shares, debt obligations or other securities in the Company are
owned by any person resident in the British Virgin Islands or by
any company incorporated under the International Business
Companies Act or under the Companies Act.
(4) The Company shall have all such powers as are permitted by law for the
time being in force in the British Virgin Islands, irrespective of
corporate benefit, to perform all acts and engage in all activities
necessary or conducive to the conduct, promotion or attainment of the
object of the Company.
CURRENCY
5. Shares in the Company shall be issued in the currency of the United States
of America.
AUTHORIZED CAPITAL
6. The Company has no authorized capital.
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CLASSES, NUMBER AND PAR VALUE OF SHARES
7. The Company is authorized to issue 50,000,000 shares of no par value.
DESIGNATIONS, POWERS, PREFERENCES, ETC. OF SHARES
8. All shares shall
(a) have one vote each;
(b) be subject to redemption, purchase or acquisition by the Company for
fair value; and
(c) have the same rights with regard to dividends and distributions upon
liquidation of the Company.
VARIATION OF CLASS RIGHTS
9. If at any time the authorized capital is divided into different classes or
series of shares, the rights attached to any class or series (unless
otherwise provided by the terms of issue of the shares of that class or
series) may, whether or not the Company is being wound up, be varied with
the consent in writing of the holders of not less than three-fourths of the
issued shares of that class or series and of the holders of not less than
three-fourths of the issued shares of any other class or series of shares
which may be affected by such variation.
RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU
10. The rights conferred upon the holders of the shares of any class issued
with preferred or other rights shall not, unless otherwise expressly
provided by the terms of issue of the shares of that class, be deemed to be
varied by the creation or issue of further shares ranking pari passu
therewith.
REGISTERED SHARES AND BEARER SHARES
11. Shares may be issued as registered shares or to bearer as may be determined
by a resolution of directors.
EXCHANGE OF REGISTERED SHARES AND BEARER SHARES
12. Registered shares may be exchanged for bearer shares and bearer shares may
be exchanged for registered shares.
TRANSFER OF REGISTERED SHARES
13. Subject to the provisions relating to the transfer of shares set forth in
the Articles of Association annexed hereto (the "Articles of Association")
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registered shares in the Company may be transferred subject to the prior or
subsequent approval of the Company as evidenced by a resolution of
directors or by a resolution of members.
SERVICE OF NOTICE ON HOLDERS OF BEARER SHARES
14. Where shares are issued to bearer, the bearer, identified for this purpose
by the number of the share certificate, shall be requested to provide the
Company with the name and address of an agent for service of any notice,
information or written statement required to be given to members, and
service upon such agent shall constitute service upon the bearer of such
shares until such time as a new name and address for service is provided to
the Company. In the absence of such name and address being provided it
shall be sufficient for the purposes of service for the Company to publish
the notice, information or written statement or a summary thereof in one or
more newspapers published or circulated in the British Virgin Islands and
in such other place, if any, as the Company shall from time to time by a
resolution of directors or a resolution of members determine. The directors
of the Company must give sufficient notice of meetings to members holding
shares issued to bearer to allow a reasonable opportunity for them to
secure or exercise the right or privilege that is the subject of the notice
other than the right or privilege to vote, as to which the period of notice
shall be governed by the Articles of Association. What amounts to
sufficient notice is a matter of fact to be determined after having regard
to all the circumstances.
AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION
15. The Company may amend its Memorandum of Association and Articles of
Association by a resolution of members or directors.
DEFINITIONS
16. The meanings of words in this Memorandum of Association are as defined in
the Articles of Association.
We, HWR SERVICES LIMITED, of Craigmuir Chambers, Road Town, Tortola, British
Virgin Islands for the purpose of incorporating an International Business
Company under the laws of the British Virgin Islands hereby subscribe our name
to this Memorandum of Association the 23rd day of August, 2002 in the presence
of:
Witness Subscriber
SGD: Simone I. Syfox SGD. Andrew B. Swapp
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Simone I. Syfox Andrew B. Swapp
Craigmuir Chambers Authorized Signatory
Road Town, Tortola HWR Services Limited
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