Published on October 4, 2007
EXHIBIT
A
AMENDED
AND RESTATED
ARTICLES
OF INCORPORATION
OF
CRYOPORT,
INC.
Peter
Berry and Gary Curtis Cannon certify that:
They
are
the CEO/President and Secretary, respectively, of CryoPort, Inc. as filed and
recorded with the Secretary of State, State of Nevada on May 25, 1990, State
of
Nevada File Number C4643-1990.
Pursuant
to Nevada Revised Statute NRS 78.403 which allows for amended and restated
Articles of Incorporation in a single document, the Articles of Incorporation
are amended and restated to read as follows:
I.
CORPORATE
NAME
The
name
of this Corporation shall be CRYOPORT, INC.
II.
RESIDENT
AGENT & REGISTERED OFFICE
The
name
of the registered Resident Agent in the State of Nevada shall be: CSC Services
of Nevada, Inc., and the registered or statutory address of this Corporation
in
the State of Nevada shall be CSC Services of Nevada, Inc., 502 East John Street,
Carson City, Nevada 89706. The Corporation may maintain an office in such other
place within or without the State of Nevada as may be designated by the Board
of
Directors, or by the By-Laws of said Corporation.
III.
PURPOSE
OF THE CORPORATION
The
purpose of this Corporation is to engage in any lawful act or activity
associated with for which a corporation may be organized under Nevada law other
than the banking business, trust company business or the practice of any
profession otherwise regulated under Nevada law. This Corporation may conduct
all Corporation business of every kind and nature, including the holding
of all meetings of Directors and Shareholders, outside the State of Nevada
as
well as within the State of Nevada.
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IV.
CORPORATE
POWERS
The
powers of the Corporation shall include, but not be limited to the following:
(a)
The
power to exercise such rights, privileges and powers as may be conferred upon
Corporations by any existing law when not inconsistent with the purposes and
objects for which this Corporation is organized;
(b)
The
power to have succession by its corporate name for the period limited in its
Articles of Incorporation, and when no period is limited, then perpetually
or
until dissolved and its affairs wound up according to Nevada law;
(c) The
power
to undertake legal actions including the power to litigate, submit to mediation
or arbitration under the jurisdiction of any court of law or equity;
(d)
The
power
to make contracts;
(e)
The
power
to hold, purchase and convey real and personal property and to
mortgage or lease any such real or personal property. Such power to hold real
and personal property shall include the power to take the same by devise or
bequest in the State of Nevada or in any other state, territory or country;
(f)
The
power to appoint such officers and agents, as the affairs of the Corporation
shall require, and to allow them suitable compensation;
(g)
The
power to make By-Laws not inconsistent with the constitution or laws of the
United States of America, or of the State of Nevada, for the management,
regulation and government of its affairs and property, the transfer of its
stock, the transaction of its business, and the calling and holding of meetings
of its Stockholders;
(h)
The
power
to wind up and dissolve itself or to be wound up and dissolved;
(i)
The
power
to adopt and use a common seal or stamp, and alter the same at its
pleasure. The use of a seal or stamp on any corporate documents is not
necessary. The Corporation may use a seal or stamp, if it desires, but such
use
or nonuse shall not in any way affect the legality of the document;
(j) The
power
to borrow funds and contract debts when necessary for the transaction of its
business, or for the exercise of its corporate rights, privileges, franchises
or
for any other lawful purpose of its incorporation; to issue bonds, promissory
notes, bills of exchange, debentures, and other obligations and evidence of
indebtedness, payable at a specified time or times, or payable upon the
happening of a specified event or events, whether secured by mortgage, pledge
or
otherwise, or unsecured, for money borrowed or in payment for property
purchased, or acquired, or for any other lawful object;
(k) The
power
of guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or
otherwise dispose of the shares of the capital stock of, or any bonds,
securities or evidences of indebtedness created by any other corporation or
corporations of the State of Nevada, or any other state or government, and,
while owners of such stock, bonds, securities or evidences of indebtedness,
to
exercise all the rights, powers and privileges of ownership, including the
right
to vote, if any;
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(l)
The
power to purchase, hold, sell and transfer shares of its own capital stock,
and
use therefore its capital, capital surplus, surplus or other property of
fund(s);
(m)
The
power to conduct business, have one or more offices, and hold, purchase,
mortgage and convey real and personal property in the State of Nevada, and
in
any of the several states, territories, possessions and dependencies of the
United States of America, the District of Columbia, and any foreign countries;
(n)
The
power to do all and everything necessary and proper for the accomplishment
of
the objects enumerated in its Articles of Incorporation, or any Amendments
thereof, or necessary or incidental to the protection and benefit of the
Corporation, and in general, to carry on any lawful business necessary or
incidental to the attainment of the objects and purposes of the Corporation,
whether or not such business is similar in nature to the objects set forth
in
the Articles of Incorporation of the Corporation or any Amendments thereof;
(o)
The
power to make donations for the public welfare or for charitable, scientific
or
educational purposes;
(p)
The
power to enter into Partnerships, (general or limited) or Joint Ventures, in
connection with lawful activities.
V.
AUTHORIZED
NUMBER OF SHARES
The
total
number of voting common stock authorized that may be issued by the Corporation
is One and Twenty-Five Million (125,000,000) Shares of common stock with par
value of $.001, and no other class of stock shall be authorized. Said shares
may
be issued by the Corporation from time to time for such considerations as may
be
fixed by the Board of Directors.
VI.
BOARD
OF DIRECTORS
The
governing Board of this Corporation shall be known as Directors, and the number
of Directors may from time-to-time be increased or decreased in such manner
as
shall be provided by the By-Laws of the Corporation, providing that the number
of Directors shall not be reduced to fewer than one (1) or more than nine (9).
The
names
and addresses of the Board of Directors shall be five (5) in number as
follows:
NAME
|
MAILING
ADDRESS
|
|
Peter
Berry
|
20382
Barents Sea Circle
|
|
Lake
Forest, CA 92630
|
||
Gary
Curtis Cannon
|
11479
Tree Hollow Lane
|
|
San
Diego, CA 92128
|
||
Adam
Michelin
|
11726
San Vicente Blvd., Suite 300
Los Angeles, CA 90049
|
|
Thomas
Fischer
|
22196 Eagles Nest Court
Murrieta, CA 92562
|
|
Stephen
Scott
|
9355
Vervain Street
San Diego, CA
92129
|
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In
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors of this Corporation is expressly authorized:
(a)
To
make, alter, or amend the By-Laws of the Corporation;
(b) To
fix
the amount to be reserved as working capital over and above its capital stock
paid in; to authorize and cause to be executed, mortgages and liens upon the
real and personal property of this Corporation;
(c) To
designate one (1) or more Committees, each committee to consist of one or more
of the Directors of the Corporation, which, to the extent provided in a
Resolution passed by a majority of the whole Board, or in the By-Laws of the
Corporation, shall have and may exercise the powers of the Board of Directors
in
the management of the business and affairs of the Corporation. Such committee,
or committees, shall have such name or names as may be stated in the By-Laws
of
the Corporation or as may be determined from time-to-time by Resolution adopted
by the Board of Directors;
VII.
HOLD
HARMLESS CLAUSE
No
director or officer of the Corporation shall be personally liable to the
Corporation or any of its stockholders for damages for breach of fiduciary
duty
as a director or officer involving any act or omission of any such director
or
officer; provided, however, that the foregoing provision shall not eliminate
or
limit the liability of a director or officer (i) for acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law; or (ii)
the
payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes. Any repeal or modification of this provision by the Stockholders
of
the Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer of the Corporation
for acts or omissions prior to such repeal or modification.
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VIII.
ASSESSMENTS
The
capital stock, after the amount of the subscription price, or par value, has
been paid in, shall not be subject to assessment to pay the debts of the
Corporation.
IX.
AMENDMENTS
This
Corporation reserves the right to amend, alter, change or repeal any provisions
contained in the Articles of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon Stockholders herein are
granted subject to this reservation.
X.
DIRECTOR-INCORPORATOR
The
name
and postal address of the Incorporators signing the Amended and Restated
Articles of Incorporation are as follows:
NAME
|
MAILING
ADDRESS
|
|
Peter
Berry
|
20382
Barents Sea Circle
|
|
Lake
Forest, CA 92630
|
||
Gary
Curtis Cannon
|
11479
Tree Hollow Lane
|
|
San
Diego, CA 92128
|
XI.
VOTE
OF STOCKHOLDERS
The
vote
by which the stockholders holding shares in the corporation entitling them
to
exercise at least a majority of voting power, or such greater proportion of
the
voting power as may be require in the case of a vote by classes or series,
or as
may be required by the provisions of the Articles of Incorporation have voted
in
favor of the Amended and Restated Articles of Incorporation is:
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XII.
EXECUTION
OF THE ARTICLES
We,
the
undersigned, being the Director-Incorporators herein named for the purpose
of
forming this Corporation pursuant to the General Corporation Law of the State
of
Nevada, do make and file these Amended and Restated Articles of Incorporation,
hereby declaring and certifying that the facts herein stated are true and
accordingly have hereunto set my hand this 20th day of September, 2007.
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