Common use of Form SB Clause in Contracts

Form SB. 2 or S-3. In addition to the rights and obligations set forth in subsection 1.2 above, within ninety (90) days of completion of the private placement of Units pursuant to the Company's private placement memorandum dated September___, 2004, Company will use commercially reasonable efforts to prepare and file a registration statement to register the resale from time to time of the Holder's Registrable Securities. The registration shall be on on Forms SB-2 or S-3 (or any successor to Forms SB-2 or S-3) and shall contain the "Plan of Distribution" attached hereto as Exhibit B. In such a registration, the Company shall use commercially reasonable efforts to cause such registration statement on Forms SB-2 or S-3 (or any successor form to Forms SB-2 or S-3) to be declared effective by the SEC as soon as practicable; provided, however the Company shall not be required to effect a registration pursuant to this subsection 1.3: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (b) during the period starting with the date of filing of, and ending on a date 90 days following the effective date of, a registration statement pursuant to subsection 1.2, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided that no other person or entity could require the Company to file a registration statement in such period. Any Holder that intends to dispose of Registrable Securities pursuant to a registration under this subsection 1.3 shall not offer, sell or otherwise dispose of any Registrable Securities unless it has provided to the Company a written notice of its intent to offer and sell the Registrable Securities pursuant to a registration under this subsection 1.3 at least ten (10) days prior to the offer or sale of the Registrable Securities. Upon receipt of such notice by the Company from a Holder, the Company may voluntarily suspend the effectiveness of any registration statement filed pursuant to this subsection 1.3 for a limited time, which in no event shall be longer than 90 days in any six-month period, if the Company has been advised by counsel or underwriters to the Company that the offering for resale of any Registrable Securities pursuant to the registration statement would materially adversely affect, or would be improper in view of (or improper without disclosure in a prospectus), a proposed financing, a reorganization, recapitalization, merger, consolidation or other transaction involving the Company. Notwithstanding any other provision of this subsection 1.3, if the Company's Board of Directors reasonably determines that marketing factors require a limitation of the number of shares of common stock to be registered, the Company may limit the amount of Registrable Securities to be included in the registration; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection shall not be reduced to less than thirty percent (30%) of the Registrable Securities without the prior consent of at least a majority of the Holders. The Company shall so advise all Holders of Registrable Securities which would otherwise be registered pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration shall be allocated among Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders; provided that the number of shares of Registrable Securities included in such registration shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders are first entirely excluded from the registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Form SB. 2 or S-3. In addition to the rights and obligations set ---------------- forth in subsection 1.2 above, within ninety (90) days of completion a merger with a company that has shares of common stock that are registered under Section 12 of the private placement Securities Exchange Act of Units pursuant to 1934, as amended (the Company's private placement memorandum dated September___, 2004"Exchange Act"), Company ------------ will use commercially reasonable efforts to prepare and file a registration statement on Forms SB-2 or S-3 (or any successor to Forms SB-2 or S-3) to register the resale from time to time of the Holder's Registrable Securities. The registration shall be on on Forms SB-2 or S-3 (or any successor to Forms SB-2 or S-3) and shall contain the "Plan of Distribution" attached hereto as Exhibit B. In such a registration, the Company shall use commercially reasonable efforts to cause such registration statement on Forms SB-2 or S-3 (or any successor form to Forms SB-2 or S-3) to be declared effective by the SEC as soon as practicable; provided, however the Company shall not be required to effect a registration pursuant to this subsection 1.3: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (b) during the period starting with the date of filing of, and ending on a date 90 days following the effective date of, a registration statement pursuant to subsection 1.2, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided that no other person or entity could require the Company to file a registration statement in such period. Any Holder that intends to dispose of Registrable Securities pursuant to a registration under this subsection 1.3 shall not offer, sell or otherwise dispose of any Registrable Securities unless it has provided to the Company a written notice of its intent to offer and sell the Registrable Securities pursuant to a registration under this subsection 1.3 at least ten (10) days prior to the offer or sale of the Registrable Securities. Upon receipt of such notice by the Company from a Holder, the Company may voluntarily suspend the effectiveness of any registration statement filed pursuant to this subsection 1.3 for a limited time, which in no event shall be longer than 90 days in any six-month period, if the Company has been advised by counsel or underwriters to the Company that the offering for resale of any Registrable Securities pursuant to the registration statement would materially adversely affect, or would be improper in view of (or improper without disclosure in a prospectus), a proposed financing, a reorganization, recapitalization, merger, consolidation or other transaction involving the Company. Notwithstanding any other provision of this subsection 1.3, if the Company's Board of Directors reasonably determines that marketing factors require a limitation of the number of shares of common stock to be registered, the Company may limit the amount of Registrable Securities to be included in the registration; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection shall not be reduced to less than thirty percent (30%) of the Registrable Securities without the prior consent of at least a majority of the Holders. The Company shall so advise all Holders of Registrable Securities which would otherwise be registered pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration shall be allocated among Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders; provided that the number of shares of Registrable Securities included in such registration shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders are first entirely excluded from the registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Form SB. 2 or S-3. In addition to the rights and obligations set forth in subsection 1.2 above, within ninety one hundred twenty (90120) days of completion the sale of the private placement of Units pursuant to the Company's private placement memorandum dated September___, 2004Units, Company will use commercially reasonable efforts to prepare and file a registration statement on Forms SB-2 or S-3 (or any successor to Forms SB-2 or S-3) to register the resale from time to time of the Holder's Registrable Securities. The registration shall be on on Forms SB-2 or S-3 (or any successor to Forms SB-2 or S-3) and shall contain the "Plan of Distribution" attached hereto as Exhibit B. In such a registration, the Company shall use commercially reasonable efforts to cause such registration statement on Forms SB-2 or S-3 (or any successor form to Forms SB-2 or S-3) to be declared effective by the SEC as soon as practicable; provided, however however, the Company shall not be required to effect a registration pursuant to this subsection 1.3: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (b) during the period starting with the date of filing of, and ending on a date 90 days following the effective date of, a registration statement pursuant to subsection 1.2, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided that no other person or entity could require the Company to file a registration statement in such period. Any Holder that intends to dispose of Registrable Securities pursuant to a registration under this subsection 1.3 shall not offer, sell or otherwise dispose of any Registrable Securities unless it has provided to the Company a written notice of its intent to offer and sell the Registrable Securities pursuant to a registration under this subsection 1.3 at least ten (10) days prior to the offer or sale of the Registrable Securities. Upon receipt of such notice by the Company from a Holder, the Company may voluntarily suspend the effectiveness of any registration statement filed pursuant to this subsection 1.3 for a limited time, which in no event shall be longer than 90 days in any six-month period, if the Company has been advised by counsel or underwriters to the Company that the offering for resale of any Registrable Securities pursuant to the registration statement would materially adversely affect, or would be improper in view of (or improper without disclosure in a prospectus), a proposed financing, a reorganization, recapitalization, merger, consolidation or other transaction involving the Company. Notwithstanding any other provision of this subsection 1.3, if the Company's Board of Directors reasonably determines that marketing factors require a limitation of the number of shares of common stock to be registered, the Company may limit the amount of Registrable Securities to be included in the registration; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection shall not be reduced to less than thirty percent (30%) of the Registrable Securities without the prior consent of at least a majority of the Holders. The Company shall so advise all Holders of Registrable Securities which would otherwise be registered pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration shall be allocated among Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders; provided that the number of shares of Registrable Securities included in such registration shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders are first entirely excluded from the registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Form SB. 2 or S-3. In addition to the rights and obligations set forth in subsection 1.2 above, within ninety one hundred twenty (90120) days of completion a merger with a company that has shares of common stock that are registered under Section 12 of the private placement Securities Exchange Act of Units pursuant to 1934, as amended (the Company's private placement memorandum dated September___, 2004"Exchange Act"), Company will use commercially reasonable efforts to prepare and file a registration statement on Forms SB-2 or S-3 (or any successor to Forms SB-2 or S-3) to register the resale from time to time of the Holder's Registrable Securities. The registration shall be on on Forms SB-2 or S-3 (or any successor to Forms SB-2 or S-3) and shall contain the "Plan of Distribution" attached hereto as Exhibit B. In such a registration, the Company shall use commercially reasonable efforts to cause such registration statement on Forms SB-2 or S-3 (or any successor form to Forms SB-2 or S-3) to be declared effective by the SEC as soon as practicable; provided, however however, the Company shall not be required to effect a registration pursuant to this subsection 1.3: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (b) during the period starting with the date of filing of, and ending on a date 90 days following the effective date of, a registration statement pursuant to subsection 1.2, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided that no other person or entity could require the Company to file a registration statement in such period. Any Holder that intends to dispose of Registrable Securities pursuant to a registration under this subsection 1.3 shall not offer, sell or otherwise dispose of any Registrable Securities unless it has provided to the Company a written notice of its intent to offer and sell the Registrable Securities pursuant to a registration under this subsection 1.3 at least ten (10) days prior to the offer or sale of the Registrable Securities. Upon receipt of such notice by the Company from a Holder, the Company may voluntarily suspend the effectiveness of any registration statement filed pursuant to this subsection 1.3 for a limited time, which in no event shall be longer than 90 days in any six-month period, if the Company has been advised by counsel or underwriters to the Company that the offering for resale of any Registrable Securities pursuant to the registration statement would materially adversely affect, or would be improper in view of (or improper without disclosure in a prospectus), a proposed financing, a reorganization, recapitalization, merger, consolidation or other transaction involving the Company. Notwithstanding any other provision of this subsection 1.3, if the Company's Board of Directors reasonably determines that marketing factors require a limitation of the number of shares of common stock to be registered, the Company may limit the amount of Registrable Securities to be included in the registration; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection shall not be reduced to less than thirty percent (30%) of the Registrable Securities without the prior consent of at least a majority of the Holders. The Company shall so advise all Holders of Registrable Securities which would otherwise be registered pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration shall be allocated among Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders; provided that the number of shares of Registrable Securities included in such registration shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders are first entirely excluded from the registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.