Exhinit 10 - SoliDAM Acquisition
AGREEMENT
This Agreement (the "Agreement"), made this 31st day of August, 2004 among,
Satellite Enterprises Corp. ("Satellite") and SolidGroup ("SolidGroup").
WHEREAS;
A. Satellite is a public company trading under the symbol "SENR".
B. The parties hereto deem it to be in the best interest of each of them
that Satellite, acquire a 52% interest SoliDAM from SolidGroup.
NOW, THEREFORE, WITNESSETH, that for and in consideration of the premises
and of the mutual promises and covenants hereinafter set forth, the parties
hereto agree as follows:
A. PURCHASE AND PAYMENT
1. Purchase and Sale of Stock.
1.1. SolidGroup agrees to sell to Satellite 52% of all the issued and
outstanding stock of SoliDAM all of which are owned by SolidGroup
(collectively, the "Stock").
1.2. The Acquisition and payment for the Stock by SoliDAM shall take
place at the time and in the manner hereinafter provided, and the
sale, assignment, transfer and delivery of the Stock by
SolidGroup, shall take place on the Closing Date at the Closing
as those terms are hereinafter defined, subject to the
fulfillment of the conditions hereinafter provided.
2. Purchase Price.
The aggregate purchase price of the Stock (the "Purchase Price"), shall be
a giving from Satellite to SoliDAM a Eur. 100,000.00 subordinated loan plus
giving to SolidGroup 919,926 shares of Satellite, to be delivered at closing.
B. CLOSING
The closing under this Agreement (the "Closing") and all deliveries
hereunder shall take place at the office of Satellite on August 31st, 2004 or
such other place or date as shall be agreed upon by all the parties ("the
Closing date").
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IN WITNESS HEREOF, the parties hereto have respectively executed this
Agreement the day and year first above written.
SATELLITE ENTERPRISES CORP.
By: /s/ Xxx Piceni
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Xxx Piceni
SOLIDGROUP.
By: /s/ Xxxxx Puts
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Xxxxx Puts, Advisor
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