0001144204-06-028842 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 18th, 2006 • Omni Usa Inc • Services-prepackaged software • California

SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of July 14, 2006, by and among OMNI U.S.A., INC., a Nevada corporation, "COMPANY"), and the Potawatomi Business Development Corp., (the "BUYER").

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 18th, 2006 • Omni Usa Inc • Services-prepackaged software • California

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 14, 2006, by and between OMNI U.S.A., INC., a Nevada corporation (the "Company"), and the Potawatomi Business Development Corp., (the “Buyer”).

Contract
Omni Usa Inc • July 18th, 2006 • Services-prepackaged software • California

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

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