EXHIBIT 10.10 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 25, 2004 by and between AMERICHIP INTERNATIONAL, INC., a Nevada corporation, with its principal office located at 12933 W. 8 Mile Road,...Registration Rights Agreement • July 6th, 2004 • Americhip International Inc • Special industry machinery (no metalworking machinery) • Nevada
EXHIBIT 10.13 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of May 25, 2004 AMERICHIP INTERNATIONAL, INC., a Nevada corporation (the "Company"); the Buyer(s) listed on the Securities Purchase Agreement, dated...Escrow Agreement • July 6th, 2004 • Americhip International Inc • Special industry machinery (no metalworking machinery) • Nevada
THIS AGREEMENT made as of the 20TH day of November, 2000. ----Option Agreement • April 13th, 2001 • Southborrough Technology Corp
EXHIBIT 10.7 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of May 25, 2004, by and between AMERICHIP INTERNATIONAL, INC., (the "Company"), and the BUYER(S) listed on Schedule I attached to the...Security Agreement • July 6th, 2004 • Americhip International Inc • Special industry machinery (no metalworking machinery) • Nevada
EXHIBIT 10.5 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of May 25, 2004, by and among AMERICHIP INTERNATIONAL, INC., a Nevada corporation, with headquarters located at 12933 W. 8 Mile Road, Detroit,...Securities Purchase Agreement • July 6th, 2004 • Americhip International Inc • Special industry machinery (no metalworking machinery) • Nevada
EXHIBIT 10.8 AMERICHIP INTERNATIONAL, INC PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • July 6th, 2004 • Americhip International Inc • Special industry machinery (no metalworking machinery) • Nevada
Exhibit 10.2 SHAREHOLDER AGREEMENT THIS AGREEMENT, made as of the 24th day of February 2003, by and among, David Howard, Edward Rutkowski and Marc Walther (individually "Shareholder" and collectively "Shareholders"); WHEREAS, the Shareholders each own...Shareholder Agreement • March 15th, 2005 • Americhip International Inc • Special industry machinery (no metalworking machinery) • Michigan
Exhibit 10.4 AMENDMENT NO. 2 TO OPTION AGREEMENT ----------------------------------- THIS AGREEMENT made as of the 25th day of October, 2002. BETWEEN: LOCKE B. GOLDSMITH Geologist, of Suite 301,1855 Balsam Street, Vancouver, British Columbia V6K 3M3...Option Agreement • March 17th, 2003 • Southborrough Ventures Inc • Special industry machinery (no metalworking machinery)
AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION ------------------------------------Agreement and Plan of Reorganization • April 8th, 2003 • Southborrough Ventures Inc • Special industry machinery (no metalworking machinery) • Nevada
EXHIBIT 10.11 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 25, 2004, by and among AMERICHIP INTERNATIONAL, INC., a Nevada corporation, with its principal office located at 12933 W. 8...Investor Registration Rights Agreement • July 6th, 2004 • Americhip International Inc • Special industry machinery (no metalworking machinery) • Nevada
EXHIBIT 10.4 STANDBY EQUITY DISTRIBUTION AGREEMENT AGREEMENT dated as of the 25th day of May 2004 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and AMERICHIP INTERNATIONAL, INC, a corporation...Standby Equity Distribution Agreement • July 6th, 2004 • Americhip International Inc • Special industry machinery (no metalworking machinery) • Nevada
THE AGREEMENTIndependent Contractor Agreement • March 15th, 2005 • Americhip International Inc • Special industry machinery (no metalworking machinery) • Ontario
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION ------------------------------------ THIS AGREEMENT AND PLAN OF REORGANIZATION is entered into as of the 27th day of February, 2003 by and between the following: (a) SOUTHBORROUGH VENTURES, INC. (the...Agreement and Plan of Reorganization • April 8th, 2003 • Southborrough Ventures Inc • Special industry machinery (no metalworking machinery) • Nevada
EXHIBIT 10.9 IRREVOCABLE TRANSFER AGENT INSTRUCTIONS May 25, 2004 TRANSFER AGENT: Pacific Transfer Company 500 East Warm Springs Drive, Suite 240 Las Vegas, NV 89119 Attention: Shelly Godfrey RE: AMERICHIP INTERNATIONAL, INC. Ladies and Gentlemen:...Irrevocable Transfer Agent Instructions • July 6th, 2004 • Americhip International Inc • Special industry machinery (no metalworking machinery)
OPTION AMENDMENT AGREEMENT -------------------------- THIS AGREEMENT made as of the 29th day of July, 2001. BETWEEN: LOCKE B. GOLDSMITH Geologist, of Suite 301,1855 Balsam Street, Vancouver, British Columbia V6K 3M3 (the "Optionor")Option Amendment Agreement • October 15th, 2001 • Southborrough Ventures Inc
Cane & Company, LLC Affiliated with O'Neill Ritchie Taylor Law Corporation of Vancouver, British Columbia, Canada ___________________ Michael A. Cane* Stephen F.X. O'Neill** Gary R. Henrie+ Leslie L. Kapusianyk** Michael H. Taylor*** Preston R....Legal Counsel Agreement • April 13th, 2001 • Southborrough Technology Corp
Exhibit 10.6 EXECUTIVE CONSULTANT AGREEMENT This Executive Consultant Agreement (the "Agreement") is made and entered into effective as of the 1st day of December, 2002 (the "Effective Date"), between SOUTHBORROUGH TECHNOLOGY CORPORATION., a Nevada...Executive Consultant Agreement • March 17th, 2003 • Southborrough Ventures Inc • Special industry machinery (no metalworking machinery) • Nevada
EXHIBIT 10.5 PURCHASE AND SALE OF BUSINESS ASSETS This Agreement (the "Agreement") is made on August 1, 2004, (the "Effective Date") between National Abrasive Systems, Co. ("Seller"), and AmeriChip Tool and Abrasives, LLC, ("Purchaser"), a wholly...Purchase and Sale Agreement • March 15th, 2005 • Americhip International Inc • Special industry machinery (no metalworking machinery) • Michigan
SECURITY AGREEMENT This Security Agreement is made on 8-1-04, between AmeriChip Tool and Abrasives, LLC, a wholly owned subsidiary of AmeriChip International, Inc. of Detroit, Michigan ("Debtor"), and National Abrasive Systems, Co., a Michigan...Security Agreement • March 15th, 2005 • Americhip International Inc • Special industry machinery (no metalworking machinery)
ARTICLE I THE GRANTPatent Licensing Agreement • March 15th, 2005 • Americhip International Inc • Special industry machinery (no metalworking machinery) • Michigan
Cane & Company, LLC Affiliated with O'Neill Ritchie Taylor Law Corporation of Vancouver, British Columbia, Canada ___________________ Michael A. Cane* Stephen F.X. O'Neill** Gary R. Henrie+ Leslie L. Kapusianyk** Michael H. Taylor*** Preston R....Legal Counsel Engagement • June 28th, 2001 • Southborrough Ventures Inc
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 19th, 2006 • Americhip International Inc • Special industry machinery (no metalworking machinery) • Nevada
NOW THEREFORE in consideration of the foregoing recitals, the mutual representations, warranties and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
