Exhibit 10.2
SHAREHOLDER AGREEMENT
THIS AGREEMENT, made as of the 24th day of February 2003, by and among,
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collectively "Shareholders");
WHEREAS, the Shareholders each own one-third of the voting shares of
common stock of Americhip Ventures, Inc. ("AVI") and are considering entering
into an Agreement and Plan of Reorganization whereby, among other things, their
collective shares of common stock in AVI would be converted into Sixty Million
(60,000,000), or 60%, of the authorized share of common stock ("Shares") of
Southborrough Ventures, Inc., a Nevada corporation ("Company");
WHEREAS, it is important to each Shareholder in entering into this
reorganization that they vote their Shares of Company common stock as a block in
order to maintain control of the Board of Directors and management of the
Company;
WHEREAS, the Shareholders have reached an agreement with regards to such
cooperation and wish to reduce that agreement to writing;
NOW, THEREFORE, in consideration of the mutual covenants set forth herein
and intending to be legally bound thereby, the Shareholders agree as follows:
VOTING AGREEMENT
1. Each Shareholder shall vote his Share in the Company so that each
Shareholder is elected a director of the Company during the term of this
agreement, provided, however that nothing in this Agreement prevents a
Director from being removed for cause (i.e. misfeasance or nonfeasance)
and that a Director so removed shall not have a right under this Agreement
for reelection.
2. On all other matters, each Shareholder will consult with the other
Shareholders and will act jointly in exercising his voting rights with
respect to the Shares. If the parties fail to agree unanimously concerning
voting, the question in disagreement shall be decided by a majority of the
Shares, and each Shareholder shall vote all of his Shares in accordance
with the decision of the majority.
3. Prior to the Company's annual meeting of shareholders each year, the
Shareholders will meet and collectively appoint one of themselves as a
proxy to vote, as provided pursuant to this agreement, the shares of any
Shareholders who is not present or does not vote at any meeting of the
shareholders of the Company. Each Shareholder shall execute a written
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Proxy appointing one of the Shareholders as his proxy consistent with the
terms hereof.
4. This Agreement constitutes a voting agreement under subsection 3 of the
Nevada Business Corporation Act, NRS ss.78.365, as amended.
5. Paragraphs 1 through 4 of this Agreement shall remain in effect so long as
each Shareholder is a shareholder in the Company; provided however, that
its maximum term and any extension thereof is subject to the terms of NRS
ss.78.365.
RESTRICTIONS ON TRANSFER
6. Every sale, assignment, transfer, exchange, mortgage, pledge, grant,
hypothecation, encumbrance, alienation or other disposition, whether by
operation of law or otherwise ("transfer") of any Shares shall be made
only upon compliance with this Agreement. No Shares shall be transferred
(i) without compliance with any and all state and federal securities laws
and regulations; and (ii) unless the transferee provides the Shareholder
with the information and agreements that the remaining Shareholders may
require in connection with such transfer. Subject to applicable law, any
attempted transfer of Shares in violation of this Agreement is null and
void ab initio. Each share certificate shall be endorsed with a legend
referencing this Agreement.
7. If a Shareholder desires or attempts to transfer all or part of his
Shares, such transferring Shareholder (herein called the "Offeror") shall
first offer such Shares (the "Available Shares") to the other Shareholders
for purchase. Such offer shall be given by written notice mailed to each
Shareholder by certified mail addressed to the Shareholder's address as
listed in the Company's stock book. Such written notice, in addition to
stating the Shares being offered for transfer, shall identify the proposed
transferee, state the material price and the terms of the transfer. A
notice which fails to state each such item shall be null and void.
8. Each Shareholder shall have the right to elect, by providing written
notice of same to the transferring Shareholder, to purchase the Available
Shares pursuant to the terms of the Offer for a period of ten (10)
business days from the date of receipt of the notice ("Option Period"),
provided, however, that a Shareholder electing to purchase shall have at
least sixty (60) days from the date of such election to arrange for
financing such purchase. The remaining Shareholders shall agree among
themselves as to what proportions of the Available Shares shall be
purchased by each of them. If they do not agree, then each Shareholder who
desires to purchase a portion of the Available Shares shall have the right
to purchase such fraction of Available Shares as is computed in the
following manner:
(a) The numerator of the fraction shall be the number corresponding to
the Shares then owned by such Shareholder;
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(b) The denominator of such fraction shall be the number corresponding
to the sum of all Shares then owned by all of the Shareholders who
desire to accept such Offer and exercise the Option.
Provided, however, that no Shareholder shall have the right to purchase
any part of the Available Shares unless all of the Available Shares are
purchased pursuant to the exercise of the Option. The Shareholders
desiring to buy the Available Shares shall exercise the Option by mailing
written "Notice of Exercise of Option" to the last known address of the
Offeror by certified mail prior to the expiration of the Option Period.
If the Option is not exercised by the other Shareholders within the Option
Period, the Offeror shall then have the right to transfer all of the
Available Shares (but not less than all) to the proposed transferee
identified in the Notice at a price not less than the transfer price at
which the Available Shares were offered for transfer pursuant to the
Option and on the same terms and conditions. The Offeror shall have such
right of transfer of the Available Shares for a period of sixty (60) days
immediately succeeding the expiration of the Option Period; and upon the
expiration of such sixty (60) day period, if the Offeror has not
transferred the Available Shares as permitted above, all of the
restrictions upon the transfer imposed herein shall reapply to the
Available Shares.
9. When the transfer is by operation of law, the price shall be determined by
mutual agreement among the Shareholders. If they are unable to reach such
agreement within 30 days after the initiation of such process by written
notice from one Shareholder to the other, Shareholders each shall have the
right to demand arbitration by filing a demand in writing with others,
within 90 days thereafter. The Shareholders may agree upon one arbitrator,
but in the event that they cannot agree, there shall be three arbitrators,
one named in writing by: (i) the transferring Shareholder; and (ii) the
non-transferring Shareholder within 15 days after demand for arbitration
is made, and a third arbitrator chosen by the two appointed within 15 days
after appointment. Should either party refuse or neglect to join in the
appointment of the arbitrators, they shall be appointed in accordance with
the provisions of the American Arbitration Association. All arbitration
hearings conducted hereunder shall take place in Michigan, at the time and
place selected by the arbitrators. Notice shall be given and the hearing
conducted in accordance with the rules of the American Arbitration
Association. If there are three arbitrators, the decision of any two shall
be binding and conclusive. The submission of a dispute to the arbitrators
and the rendering of their decision shall be a condition precedent to any
right of legal action on the dispute. In either case, the determination so
made shall be conclusive and binding on the Shareholders, and a judgment
upon the arbitrators' decision may be entered in any court having
jurisdiction thereof. The cost of such arbitration shall be determined by
the arbitrators.
10. The above restrictions on transfer (both Paragraphs 6 through 9) are
non-assignable and reapply to the transferee of any Shares and all Shares
so transferred.
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11. Each party expressly consents to the enforcement of this agreement by
specific performance.
12. This agreement sets forth the entire agreement of the parties with regard
to the subject matter thereof and may be amended only by the written
consent of all parties. The agreement shall be binding on the parties and
their legal representatives, heirs, successors, and assigns.
/s/_______________________________
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/s/_______________________________
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/s/_______________________________
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