Registration of Securities by a Small-Business Issuer — Form SB-2 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: SB-2 Registration of Securities by a Small-Business HTML 1.05M
Issuer
2: EX-1.1 Underwriting Agreement HTML 175K
3: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 59K
Liquidation or Succession
4: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 246K
Liquidation or Succession
5: EX-3.1A Articles of Incorporation/Organization or By-Laws HTML 34K
6: EX-3.1B Articles of Incorporation/Organization or By-Laws HTML 102K
7: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 67K
8: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 22K
9: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 147K
10: EX-3.5 Articles of Incorporation/Organization or By-Laws HTML 145K
11: EX-3.6A Articles of Incorporation/Organization or By-Laws HTML 28K
12: EX-3.6B Articles of Incorporation/Organization or By-Laws HTML 73K
13: EX-5.1 Opinion re: Legality HTML 28K
14: EX-10.1 Material Contract HTML 60K
23: EX-10.10 Material Contract HTML 73K
24: EX-10.11 Material Contract HTML 73K
25: EX-10.12 Material Contract HTML 127K
26: EX-10.13 Material Contract HTML 22K
27: EX-10.14 Material Contract HTML 26K
28: EX-10.15 Material Contract HTML 63K
29: EX-10.16 Material Contract HTML 25K
30: EX-10.17 Material Contract HTML 65K
31: EX-10.18 Material Contract HTML 49K
32: EX-10.19 Material Contract HTML 60K
15: EX-10.2 Material Contract HTML 38K
33: EX-10.20 Material Contract HTML 50K
34: EX-10.21 Material Contract HTML 60K
35: EX-10.22 Material Contract HTML 37K
36: EX-10.23 Material Contract HTML 29K
37: EX-10.24 Material Contract HTML 30K
38: EX-10.25 Material Contract HTML 67K
39: EX-10.26 Material Contract HTML 68K
40: EX-10.27 Material Contract HTML 71K
41: EX-10.28 Material Contract HTML 71K
42: EX-10.29 Material Contract HTML 66K
16: EX-10.3 Material Contract HTML 38K
43: EX-10.30 Material Contract HTML 65K
44: EX-10.31 Material Contract HTML 69K
45: EX-10.32 Material Contract HTML 70K
46: EX-10.33 Material Contract HTML 22K
47: EX-10.34 Material Contract HTML 21K
48: EX-10.35 Material Contract HTML 70K
49: EX-10.36 Material Contract HTML 66K
50: EX-10.37 Material Contract HTML 68K
51: EX-10.38 Material Contract HTML 20K
52: EX-10.39 Material Contract HTML 76K
17: EX-10.4 Material Contract HTML 37K
53: EX-10.40 Material Contract HTML 49K
54: EX-10.41 Material Contract HTML 21K
55: EX-10.42 Material Contract HTML 51K
56: EX-10.43 Material Contract HTML 151K
57: EX-10.44 Material Contract HTML 113K
58: EX-10.45 Material Contract HTML 97K
59: EX-10.46 Material Contract HTML 94K
60: EX-10.47 Material Contract HTML 115K
61: EX-10.48 Material Contract HTML 23K
62: EX-10.49 Material Contract HTML 23K
18: EX-10.5 Material Contract HTML 39K
63: EX-10.50 Material Contract HTML 93K
64: EX-10.51 Material Contract HTML 65K
19: EX-10.6 Material Contract HTML 39K
20: EX-10.7 Material Contract HTML 26K
21: EX-10.8 Material Contract HTML 26K
22: EX-10.9 Material Contract HTML 65K
65: EX-21.1 Subsidiaries of the Registrant HTML 18K
66: EX-23.1 Consent of Experts or Counsel HTML 19K
EX-3.1A — Articles of Incorporation/Organization or By-Laws
The
undersigned, being a natural person and acting as incorporator, does hereby
adopt the following Articles of Incorporation for the purpose of forming a
business corporation in the State of Maryland, pursuant to the provisions of
the
Maryland General Corporation Law.
FIRST:
(1) The
name of the incorporator is Kevin Wessell.
(2)
The
said incorporator’s address, including the street and number, if any, including
the county or municipal area, and including the state or country, is 23404
W
Lyons Avenue #223, City of Santa Clarita, County of Los Angeles, State of
California 91321.
(3)
The
said incorporator is at least eighteen years of age.
(4)
The
said incorporator is forming the corporation named in these Articles of
Incorporation under the general laws of the State of Maryland, to wit, the
Maryland General Corporation Law.
SECOND:
The name
of the corporation (hereinafter called the “corporation”) is NORTHERN
BUSINESS ACQUISITION CORP.
THIRD:
The
corporation is formed for the following purpose or purposes:
To
have
all of the powers conferred upon corporations organized under the provisions
of
the Maryland General Corporation Law.
FOURTH:
The
address, including street and number, if any, and the county or municipal area,
of the principal office of the corporation within the State of Maryland, is
76Cranbrook
Rd., Cockeysville, County
of Baltimore,
MD21020-3404.
FIFTH:
The
name and the address, including street and number, if any, and the county or
municipal area, of the resident agent of the corporation within the State of
Maryland is HIQ
Maryland Corporation
whose
address is 516
North Charles St., 5thFloor,
Baltimore, County
of Baltimore City,
MD21201.
SIXTH:
(1) The
Corporation is authorized to issue 150,000,000 shares of $.001 par value common
stock and 10,000,000 shares of $.001 par value preferred stock, the aggregate
par value of both of which is $160,000.00.
(2)
The
Board of Directors of the corporation is authorized, fromtime
to
time, to issue any additional stock or convertible securities of the corporation
without the approval of the holders of outstanding stock.
STATE
OF MARYLAND
I
hereby certify that this is a true ????? page document on file in
this
office ?????
STATE
DEPARTMENT OF ?????
By:
[SIGNATURE
TO COME]
This
stamp replaces our previous certification system. ?????
Articles
of Incorporation for Northern Business Acquisition Corp., a Maryland
Corporation
(3)
Provisions, if any, governing the restriction on the transferability of any
of
the shares of stock of the corporation may be set forth in the Bylaws of the
corporation or in any agreement or agreements duly entered into.
(4)
To
the extent permitted by Section 2-104(b)(5) of the Maryland General Corporation
Law, notwithstanding any provision of the Maryland General Corporation Law
requiring a greater proportion, than a majority of the votes entitled to be
cast
in order to take or authorize any action, any such, action may be taken or
authorized upon the concurrence of at least a majority of the aggregate number
of votes entitled to be cast thereon.
(5)
No
holder
of any of the shares of any class of the corporation shall be entitled as of
right to subscribe for, purchase, or otherwise acquire any shares of any class
of the corporation which the corporation proposes to issue or any rights or
options which the corporation proposes to grant for the purchase of shares
of
any class of the corporation or for the purchase of any shares, bonds,
securities, or obligations of the corporation which are convertible into or
exchangeable for, or which carry any rights, to subscribe for, purchase, or
otherwise acquire shares of any class of the corporation; and any and all of
such shares, bonds, securities, or obligations of the corporation, whether
now
or hereafter authorized or created, may be issued, or may be reissued or
transferred if the same have been reacquired and have treasury status, and
any
and all of such rights and options may be granted by the Board of Directors
to
such persons, firms, corporations, and associations, and for such lawful
consideration, and on such terms, as the Board of Directors in its discretion
may determine, without first offering the same, or any thereof, to any said
holder.
SEVENTH:
(1) The
number of directors of the corporation, until such number shall be changed
by
the Bylaws of the corporation, is one (1).
(2)
The
names of the individuals who will serve as directors of the corporation until
their successors are elected and qualify are as follows:
(3)
The
initial Bylaws of the corporation shall be adopted by the initial directors.
Thereafter, the power to adopt, alter, and repeal the Bylaws of the corporation
shall be vested in the Board of Directors of the corporation.
(4)
The
liability of the directors of the corporation is limited to the fullest extent
permitted by the provisions of Section 2-405.2 of the Maryland General
Corporation Law, as the same may be amended and supplemented.
(5)
The
corporation shall, to the fullest extent permitted by the Maryland General
Corporation Law, as the same may be amended and supplemented, and, without
limiting the generality of the foregoing, in accordance with Section 2-418
of
said Maryland General Corporation Law, indemnify any and all persons whom it
shall have power to indemnify under said law from and against any and all of
the
expenses, liabilities or other matters referred to in or covered by said
Maryland General Corporation Law.
Articles
of Incorporation for Northern Business Acquisition Corp., a Maryland
Corporation
EIGHTH:
From
time to time any of the provisions of these Articles of Incorporation may be
amended, altered or repealed, and other provisions authorized by the Maryland
General Corporation Law at the time in force may be added or inserted in
the manner and at the time prescribed by said laws, and any contract rights
at
any time conferred upon the stockholders of the corporation by these Articles
of
Incorporation are granted subject to the provisions of this
Article.
IN
WITNESS WHEREOF, I have adopted and signed these Articles of Incorporation
and
do hereby acknowledge that the adoption and signing are my act.