Attached files
| file | filename |
|---|---|
| S-1/A - NUGEN HOLDINGS, INC. | v198262_s1a.htm |
| EX-4.2 - NUGEN HOLDINGS, INC. | v198262_ex4-2.htm |
| EX-3.2 - NUGEN HOLDINGS, INC. | v198262_ex3-2.htm |
| EX-23.1 - NUGEN HOLDINGS, INC. | v198262_ex23-1.htm |
| EX-10.20 - NUGEN HOLDINGS, INC. | v198262_ex10-20.htm |
| EX-10.3.4 - NUGEN HOLDINGS, INC. | v198262_ex10-34.htm |
| EX-10.21 - NUGEN HOLDINGS, INC. | v198262_ex10-21.htm |
| EX-10.22 - NUGEN HOLDINGS, INC. | v198262_ex10-22.htm |
| EX-10.3.3 - NUGEN HOLDINGS, INC. | v198262_ex10-33.htm |
| EX-10.19 - NUGEN HOLDINGS, INC. | v198262_ex10-19.htm |
| EX-10.3.2 - NUGEN HOLDINGS, INC. | v198262_ex10-32.htm |
| EX-10.3.1 - NUGEN HOLDINGS, INC. | v198262_ex10-31.htm |
State of
Delaware
Secretary of
State
Division of
Corporations
Delivered 12:41 PM
09/27/2007
FILED
12:08 PM 09/27/2007
SRV 071059511 - 4430590
FILE
CERTIFICATE
OF INCORPORATION
FIRST:
The name of this corporation shall be: EXPEDITE 1 INC.
SECOND:
Its registered office in the State of Delaware is to be located 2711 Centerville
Road, Suite 400, Wilmington, County of New Castle, Delaware, 19808. The name of
its registered agent at such address is Corporation Service
Company.
THIRD:
The purpose or purposes of the corporation shall be:
To engage
in any lawful act or activity including for which corporations may be organized
under the General Corporation Law of Delaware.
FOURTH:
The total number of shares of stock which this corporation is authorized to
issue is Two-hundred Fifty million (250,000,000) of which Two-hundred million
(200,000,000) shares of common stock with $.001 par value and Fifty million
(50,000,000) shares of preferred stock with $.001 par value.
The
powers, preferences and rights and the qualification, limitation and
restrictions thereof shall be determined by the board of directors.
FIFTH:
The name and address of the incorporator is as follows:
Corporation
Service Company
2711
Centerville Road, Suite 400
Wilmington,
Delaware 19808
SIXTH:
The Board of Directors shall have the power to adopt, amend or repeal the
by-laws.
SEVENTH:
No director shall be personally liable to the Corporation or its stockholders
for monetary damages for any breach of fiduciary duty by such director as a
director. Notwithstanding the foregoing sentence, a director shall be liable to
the extent provided by applicable law, (i) for breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or
(iv) for any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of this Article Seventh shall apply to or
have any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.
IN
WITNESS WHEREOF, the undersigned, being the incorporator herein before named,
has executed signed and acknowledged this certificate of incorporation this
27th
day of September, 2007.
|
Corporation
Service Company, Incorporator
By:
/s/ Joan
Taylor
Joan Taylor
Assistant
Secretary
|
STATE
OF DELAWARE
CERTIFICATION
OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
EXPEDITE I, INC.
A
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware.
DOES
HEREBY CERTIFY:
FIRST: That at a meeting of
the Board of Directors of Expedite 1, Inc. resolutions were duly adopted setting
forth a proposed amendment of the Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and calling a meeting of
the stockholders of said corporation for consideration thereof'. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate
if Incorporation of this
corporation be amended by changing the Article thereof numbered "First" so that,
as amended, said Article shall be and read as follows:
The name
of the corporation is hereby amended to InovaChem, Inc.
SECOND: that thereafter,
pursuant to resolution of its Board of Directors, a special meeting of the
stockholders of said corporation was duly called and held upon notice in
accordance with Section 222 of the General Corporation Law of the State of
Delaware at which meeting the necessary number of shares as required by statute
were voted in favor of the amendment.
THIRD: That said
amendment was duly adopted in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware.
FOURTH: That the capital
of said corporation shall not be reduced under or by reason of said
amendment.
IN WITNESS WHEREOF, said
Expedite 1, Inc., has caused this certificate to be signed by Henry Toh, an
Authorized Officer, this 11th day of February, 2008.
By: /s/
Henry Toh
Authorized
Officer
Title:
Vice Chairman of
the Board, EVP
Name:
Henry
Toh
Print
or type.
CERTIFICATE
OF AMENDMENT
OF
THE
CERTIFICATE
OF INCORPORATION
OF
INOVACHEM,
INC.
Under
Section 242 of the Delaware General Corporation Law
InovaChem,
Inc., a corporation organized and existing under the laws of the State of
Delaware (the “Corporation”), hereby certifies as follows:
|
1.
|
The
name of the corporation is InovaChem,
Inc.
|
|
2.
|
The
Certificate of Incorporation of the Corporation is hereby amended by
amending and restating Article FIRST thereof in its entirety to read as
follows:
|
FIRST:
The name of the Corporation is NuGen Holdings, Inc.
|
3.
|
The
amendment to the Certificate of Incorporation of the Corporation herein
certified has been declared advisable by the Board of Directors of the
Corporation and was duly adopted by the Board of Directors in accordance
with the provisions of Sections 242 of the General Corporation Law of the
State of Delaware (the “DGCL”) and such amendment was duly adopted by the
stockholders of the Corporation entitled to vote thereon in accordance
with the provisions of Section 228 of the
DGCL.
|
IN
WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by
Eric Takamura, its President and Chief Executive Officer, this 4th day of
March 2010.
|
INOVACHEM,
INC.
|
||
|
By:
|
/s/
Eric Takamura
|
|
|
Name: Eric
Takamura
|
||
|
Title:
President and Chief Executive
Officer
|
||
CERTIFICATE
OF AMENDMENT
OF
THE
CERTIFICATE
OF INCORPORATION
OF
INOVACHEM,
INC.
Under
Section 242 of the Delaware General Corporation Law
InovaChem,
Inc., a corporation organized and existing under the laws of the State of
Delaware (the “Corporation”), hereby certifies as follows:
|
1.
|
The
name of the corporation is InovaChem,
Inc.
|
|
2.
|
The
Certificate of Incorporation of the Corporation is hereby amended by
amending and restating Article FIRST thereof in its entirety to read as
follows:
|
FIRST:
The name of the Corporation is NuGen Holdings, Inc.
|
3.
|
The
amendment to the Certificate of Incorporation of the Corporation herein
certified has been declared advisable by the Board of Directors of the
Corporation and was duly adopted by the Board of Directors in accordance
with the provisions of Sections 242 of the General Corporation Law of the
State of Delaware (the “DGCL”) and such amendment was duly adopted by the
stockholders of the Corporation entitled to vote thereon in accordance
with the provisions of Section 228 of the
DGCL.
|
IN
WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by
Eric Takamura, its President and Chief Executive Officer, this 4th day of
March 2010.
|
INOVACHEM,
INC.
|
||
|
By:
|
/s/
Eric Takamura
|
|
|
Name: Eric
Takamura
|
||
|
Title:
President and Chief Executive
Officer
|
||