Share Purchase Agreement 12/1/2005
SHARE SALE AND PURCHASE AGREEMENT
This agreement made and entered into on 30 november 2005, by and between
Satellite Enterprises Corp. a company incorporated under the laws of the State
of Nevada, (herein "Satellite Corp") and EMM Group BV. ( herein "EMM") holder of
Shares in Xxxxx, Xxx Xxxxxx & Xxxx Xxxxxx B.(herein "LVDH").
1. Background.
WHEREAS, Satellite Corp. is a corporation in good standing under the laws of the
State of Nevada and presently desires to purchase the shares in LVDH (the
"Shares"), more specifically described below, and
WHEREAS, "EMM" is a corporation in good standing under the laws of the
Netherlands and presently desires to sell the Shares of LVDH to Satellite Corp.,
and
WHEREAS, LVDH generates positive cash flows of at least USD 60.000,00 (sixty
thousand US$) per month,
WHEREAS , EMM is the holder of 100% off the shares of Xxxxx van Dreven & Xxxx
Xxxxxx BV
WHERAS, LVDH is the holder of 100% of the shares of Unic Nieuwkoop Nederland BV,
Unic Nieuwkoop BV, EMM Lease BV and M&M Recycling BV.
WHERAS, EMM and Satellite Corp. have executed a mutual due diligence in the
bookrecords of the companies and both parties have not found any discrepancies.
NOW THEREFORE, EMM will offer to sell the Shares of LVDH to Satellite Corp. and
Satellite Corp. will accept such offer and purchase the Shares from EMM, in
strict reliance upon the representations, covenants and indemnity herein set
forth.
2. Purchase and Sale
Strictly and exclusively on the terms and conditions set forth herein, EMM,
owner of the Shares of LVDH , hereby offers to sell all the Shares, and
Satellite Corp. hereby accepts such offer to sell and shall purchase such Shares
from EMM, and EMM shall sell to Satellite Corp., the Shares.
Satellite Corp. shall pay the aggregate purchase price for the Shares of USD
8.050.000,00 (eight million and fifty thousand US$) (the "Purchase Price").
Satellite Corp.: EMM groep BV:
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Share Purchase Agreement 12/1/2005
Satellite Corp. shall isseu a warrant for the period of 24 months granting EMM
the right to purchase 10.000.000 shares of Satellite Corp.'s capital stock (the
SENR warrant) at a price of USD 0.10 per SENR share.
Satellite Corp. shall pay the Purchase Price through the issue of 35,000,000
shares in Satellite Corp.'s capital stock (the "SENR Shares") on the name of EMM
at a price of USD 0.23 per SENR Share.
Satellite Corp. purchases the Shares under the condition that LVDH generates and
will continue to generate an average positive cash flow of at least USD
60,000.00 (sixty thousand US$) per month ending 30th of november 2006.
Satellite Corp. shall receive a warrant from EMM (the "EMM Warrant") granting
Satellite Corp. the right to buy back 20,000,000 SENR Shares at an exercise
price of USD 0.23 per SENR Share within the exercise period of the EMM pWarrant,
i.e. 12 months.
EMM has the right during a period of 12 months after closing to convert a
maximum number of 20,000,000 SENR Shares in (a) non-interest bearing promissory
note(s) (the "Note(s)") issuable by Satellite Corp. to EMM at an exercise price
of USD 0.23 per SENR Share.
Each time Satellite Corp. succeeds in new funding in form of equity, it shall
offer a maximum of 33,3% of the net proceeds to EMM as a payment of principal on
the Note(s) [or to exercise the warrant to buy-back its shares from Satellite
Corp.] .
In the event that the net average cash flow of LVDH to be less than USD
60,000.00 (sixty thousand US$) per month ending 30th of november 2006, EMM's
right to convert 20,000,000 SENR Shares in the Note(s) will be pro-rata adjusted
to the actually realized net cash flow. In addition thereto, the Warrant will
provide that Satellite Corp. has the right to buy back a pro-rata number of SENR
Shares, at such time owned by EMM, at no consideration and EMM will be obliged
to cooperate to the delivery of such pro-rata number of SENR Shares to Satellite
Corp.
3. Satellite Corp.'s Representations and Covenants
Satellite Corp. makes the following representations, all of which will
continue in effect subsequent to the Closing:
(a) That Satellite Corp. is a U.S. Corporation, duly organized and validly
existing under the laws of the State of Nevada.
(b) That Satellite Corp. has full power and authority to purchase the
Shares, and has taken all proceedings and obtained all approvals required
in connections therewith under applicable law.
Satellite Corp.: EMM groep BV:
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Share Purchase Agreement 12/1/2005
(c) That Satellite Corp. has duly authorized the purchase of the Shares
and the other transactions contemplated as set out in this Agreement
(together: the "Transactions") by resolution of its Board of Directors,
and Satellite Corp. has taken all actions necessary or appropriate to
carry out the same. The Transactions will not conflict with, violate or
result in a breach of or constitute a default under Satellite Corp.'s
Articles of Incorporation and By-Laws, or any indenture, agreement or
other instruments by which Satellite Corp. or any of its properties may be
bound or any constitutional or statutory provisions or any order, rule,
regulation, decree or ordinance of any court, government or governmental
body having jurisdiction over Satellite Corp. or any of its property.
4. EMM's Representations and Covenants
EMM makes the following representations, all of which will continue in
effect subsequent to the Closing:
(a) That EMM is a Dutch Corporation, duly organized and validly existing
under the laws of The Netherlands.
(b) That EMM has full power and authority to sell the Shares of LVDH,
and has taken all proceedings and obtained all approvals required in
connections therewith under applicable law.
(c) That EMM has duly authorized the sale of the Shares and the other
transactions contemplated as set out in this Agreement (together:
the "Transactions") by resolution of its Board of Directors, and EMM
has taken all actions necessary or appropriate to carry out the
same. The Transactions will not conflict with, violate or result in
a breach of or constitute a default under EMM's Articles of
Incorporation and By-Laws, or any indenture, agreement or other
instruments by which EMM or any of its properties may be bound or
any constitutional or statutory provisions or any order, rule,
regulation, decree or ordinance of any court, government or
governmental body having jurisdiction over EMM or any of its
property.
Satellite Corp.: EMM groep BV:
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Share Purchase Agreement 12/1/2005
(d) That LVDH is free of any debts other than:
- ongoing trading, where there is a positive balance
- (euro) 700,000 (ninehundredthousand euro) long term liability
- (euro) 150,000 (onehundredfiftythousand euro) debts regarding
taxes which shall be settled by EMM - Upon receipt of the
first payment from Satellite Enterprises Corp.
(e) That LVDH generates and will continue to generate an average
positive cash flow of at least USD 60,000.00 ( sixty thousand US$)
per month over a 12 month period ending 30th of november 2006.
(f) That the current management team will remain as officers for LVDH
for at least 24 months.
(g) That E.M.M Group BV and it's management team will not have interests
in other companies or will work as an officer for other entities for
at least 24 months, other than personal asset holdings.
5. Events Permitting Satellite Corp. to Terminate
Satellite Corp. may terminate it's obligation to purchase the Shares and
effect the additional transactions contemplated under this Agreement at any time
before closing if any of the following occur:
(a) Any legislative, executive or regulatory action or court decision
which, in the judgment of Satellite Corp., casts sufficient doubt so as to
materially impair the marketability of the Shares or Satellite Corp.'s
Shares or lower the market price thereof;
(b) Any action by the Securities and Exchange Commission or a court which
would require registration of the Shares under the Securities Act of 1933,
as amended, in connection with a public offering thereof;
(c) Any restriction on trading in securities, or any banking moratorium,
or the inception or escalation of any war or major military hostilities
which, in the judgment of Satellite Corp., substantially impairs the
ability of Satellite Corp. to accept ownership of the Shares; or
(d) Any event or condition which in the judgement of Satellite Corp.,
renders untrue or incorrect information, on which Satellite Corp.'s
decision to purchase the Shares is based.
Satellite Corp.: EMM groep BV:
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Share Purchase Agreement 12/1/2005
If Satellite Corp. terminates his obligations to purchase the Shares because any
of the conditions specified in Section 5 shall not have been fulfilled at or
before the Closing, such termination shall not result in any liability on the
part of Satellite Corp.
6. Applicable Law
This Agreement shall be governed by and interpreted under the laws of The
Netherlands, or where applicable, such other jurisdiction having original and
appropriate jurisdiction.
IN WITNESS WHEREOF, the parties hereto, to be legally bound, have caused their
duly authorized representatives to execute and deliver this Share Purchase
Agreement as of 30 november 2005.
Satellite Enterprises Corp.: EMM Group BV;
By: Xxx Piceni By: X.X. Xxxxx
M.G.H. van der Heijden
X.X. Xxxxxxx
Satellite Corp.: EMM groep BV:
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