EXHIBIT 2.2
AMENDMENT TO
AGREEMENT AND PLAN OF REORGANIZATION
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THIS AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION is entered into as
of the 28th day of February, 2003 by and between the following:
(a) SOUTHBORROUGH VENTURES, INC. (the "Company"), a Nevada corporation,
whose address for purposes of this Agreement is 0000 Xxxxxxx Xxxxx, Xxxxxxxxxx,
Xxxxxxx Xxxxxxxx, XXXXXX X0X 0X0; and
(b) AMERICHIP VENTURES, INC. ("AVI"), a Michigan corporation, whose address
for purposes of this Agreement is 00000 X. Xxxxx Xxxx Xx., Xxxxxxx, XX 00000.
(c) AMERICHIP, INC. ("Americhip"), a Michigan corporation whose address for
purposes of this Agreement is 00000 X. Xxxxx Xxxx Xx., Xxxxxxx, XX 00000; and
(d) Those persons who are shareholders of Americhip Ventures, Inc. ("AVI
Shareholders") and execute this Amendment and agree to be bound by the terms and
conditions set forth herein.
Recitals.
A. The parties hereto executed and entered into that certain Agreement and
Plan of Reorganization dated February 28, 2003 (the "Reorganization Agreement")
pursuant to which the Company and AVI Shareholders agreed to effect a Type B
reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986,
as amended, whereby the Company would acquire all of the issued and outstanding
shares of AVI's common stock by issuing solely in exchange therefore to AVI
Shareholders, shares of the Company's common stock.
B. The parties desire to modify and amend the provisions of the
Reorganization Agreement to extend the Closing Date provided for therein, all as
provided for under the terms of this Amendment.
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:
1. Closing Date Extension. The parties hereto covenant and agree that
Section 1.2 of the Reorganization Agreement is hereby modified and amended so
that the Closing Date shall occur no later than on or before March 22, 2003 or
such other date as the parties may mutually agree upon.
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2. No Other Changes. Except as modified by the provisions of Section 1
above, all other terms and conditions set forth in the Reorganization Agreement
shall remain in full force and effect.
3. Conflict in Provisions. In the event of any conflict in the provisions
set forth in this Amendment and the terms of the Reorganization Agreement, the
terms of this Amendment shall govern and control.
4. General Provisions. The terms of this Amendment shall be binding upon
the parties hereto and their successors and assignees and shall be governed in
accordance with Nevada law. This Amendment may be executed in counterparts and
execution by facsimile signature is authorized and binding upon the parties
hereto.
IN WITNESS WHEREOF, this Amendment has been executed as of the date first
above written.
AMERICHIP VENTURES, INC.
By /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, its President
SOUTHBORROUGH VENTURES, INC.
By /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, President
AMERICHIP, INC.
By /s/ Xxxxx Xxxxxx,
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Xxxxx Xxxxxx, its President
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