Stock Purchase Option Agreement
This Option granted as of the 26th day of November, 2003 by Media Finance
en Suisse GMBH, a Swiss corporation with an address at Xxxxxxxxxxxx 00, XXX
Xxxxxxxxxxx (hereinafter called the "Grantor"), to Satellite Enterprises Corp.,
a Nevada corporation (hereinafter called the "Grantee").
WITNESSETH:
The object of this Option is to provide a means to permit the Grantee to
acquire the rights to purchase 100% of the shares of common stock (the "Common
Stock"), of Satellite Newspapers Suisse GMBH, a Swiss corporation, with its
address located at Xxxxxxxxxxxx 00, XXX, Xxxxxxxxxxx (hereinafter called the
"Company").
NOW THEREFORE, the Grantor hereby grants the Grantee the right and option
(the "Option"), to purchase from it, on the terms and conditions following, all
of the shares of the Company consisting of 20,000 shares (the "Option Shares")
for the aggregate consideration of 42,000,000 shares of the common stock, par
value $.001 per share of the Grantee (the "Exercise Price"):
1. Option Terms.
(a) For a period commencing on the date hereof and extending until
such date which is one year thereafter, unless terminated earlier
as hereinafter provided but under no condition prior to February
15, 2004 (the "Option Period"), the Grantee will be entitled to
purchase all of the Option Shares, by the tendering to the Escrow
Agent the Exercise Price of the Option Shares which the Grantee
elects to exercise.
(b) The Grantor will insure, and the Grantee will have the rights to
maintain, that during the exercise period the Company will not
issue any additional shares, options, or warrants to anyone or
any entity.
(c) For the Terms of the Option Period, The Grantor will issue all
the shares of the Company in the name of the Grantor and
Alternative Energy Capital Inc. and the Grantee will issue a
total of 42,000,000 shares, the Exercise Price all of which are
to be held is escrow for the Option Period with SEC Attorneys,
LLC, of Xxxxx Xxxxx, XX 00000 in accordance with the executed
Escrow Agreement. The 42,000,000 share of the Grantee are to be
issued as follows:
(i) A total of 40,500,000 shares to be issued to the Grantor;
(ii) A total of 1,500,000 shares to be issued to Alternative
Energy Capital Inc.
2. Transfers; Rights. The Option is personal to the Grantee and is
non-transferable and any attempt to sell, assign or transfer the same
or any interest therein will render the Option immediately null and
void. The Option shall not entitle the Grantee to any rights as a
stockholder of the Company including, without limitation, the right to
vote, receive distributions or exercise any preemptive rights.
3. Consultants Fee. The Grantor will pay to Bel-Air Group, Inc., a fee of
1,500,000 shares of the Grantee from the 42,000,000 shares issued to
the Grantor in consideration for the Option upon execution of the
Agreement.
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4. Representations, Warranties and Covenants. The Grantee agrees that by
accepting the option and any Option Shares, as the number thereof may
be adjusted pursuant to Paragraph 1 hereof, upon any exercise of the
Option hereunder, and as a material inducement to the Company's
issuance thereof; the Grantee will be deemed to have reconfirmed the
following warranties, representations and/or covenants to the Company,
and will, if requested by the Company, execute a certificate at the
time of issuance to such effect:
(a) The Grantee understands that the Option and any Option Shares
that may be acquired hereunder will be issued to the Grantee in
reliance upon, among other things, the Grantee's understanding
that the Option and the Option Shares will not have been
registered under the Securities Act of 1933, as amended (the
"Act"), and are being issued under an exemption from registration
provided by Section 4(2) of the Act.
(b) The Option and any 0ption Shares that m ay b e acquired hereunder
are being acquired by the Grantee solely for the Grantee's own
account, for investment purposes only, and will not be purchased
with a view to, or in connection with, any resale, distribution,
subdivision or fractionalization thereof The Grantee has no
agreement or other arrangement, formal or informal, with any
person to sell, transfer or pledge any part of the Option or the
Option Shares or which would guarantee the Grantee any profit or
against any loss with respect to such Option or Option Shares.
The Grantee has no plans to enter into any such agreement or
arrangements, and, consequently, understands that the Grantee
must bear the economic risk of the investment for an indefinite
period of time because the Option Shares cannot be resold or
otherwise transferred unless they are subsequently registered
under the Act or an exemption from such registration is
available.
(c) The Grantee understands that no Federal or State agency has
passed on or made any recommendation or endorsement of the Option
or Option Shares.
(d) The Grantee understands that the Option granted hereunder is a
non-qualified stock option, which does not meet the requirements
of Section 422 of the Internal Revenue Code of 1986.
(e) The Grantee has such knowledge and experience in financial and
business affairs that the Grantee is capable of evaluating the
merits and risks involved in acquiring the Option or the Option
Shares and of making an informed business decision. The Grantee
has had access to such information relating to the Company, and
has had sufficient opportunity to ask such questions relating to
the Company, and consulted with such independent advisors, as the
Grantee has deemed necessary in making the Grantee's investment
decision. The Grantee is able to bear the economic risk involved
in acquiring the Option Shares, to hold the Option Shares for an
indefinite period of time and to afford a complete loss of the
Grantee's investment therein.
(f) The Grantee acknowledges that each certificate representing
Option Shares which the Grantee may acquire hereunder, if the
same have not theretofore been registered under the Act, shall
bear substantially the following legend:
"The shares evidenced by this certificate have been acquired for
investment and have not been registered tinder the Securities Act
of 1933, as amended (the "Act"), and may not be offered, sold or
otherwise transferred, pledged or hypothecated unless and until
registered under the Act,
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or, unless, in the opinion of counsel to the Grantor and Grantee,
such offer, sale, transfer, pledge or hypothecation is exempt
from registration or is otherwise in compliance with the Act"
5. Severability; Governing Law. If any provision or any portion of any
provision of this Option shall be held to be void or unenforceable,
the remaining provisions of this Option or the remainder of the
provision held void or unenforceable in part shall continue in full
force and effect. This Option shall be construed in accordance with
the internal laws of the State of Connecticut, in a court of competent
jurisdiction therein, and each party irrevocably submits to the
jurisdiction of any such court.
6. Notices. Any notice or communication under this Option must be in
writing and sent by mail, postage prepaid and registered or certified
with return receipt requested, or by delivering the same in person.
Notices shall be sent to the addresses set forth on the first page of
this Option or to such other address or addresses as any party may
designate by notice as provided above. Notices shall be deemed
effective upon receipt.
7. Binding Effect. This Option shall be binding upon and inure to the
benefit of any successor or successors of the Company.
IN WITNESS WHEREOF, Beacon Light Holding Corporation has causal this Option
to be duly executed and delivered as of the day and year first above written.
MEDIA FINANCE EN SUISSE HOLDING GMBH
By: /s/Cees Jan Quirijns
--------------------------------
Name: Cees Jan Quirijns
Title: President
Accepted and agreed:
Grantee:
SATELLITE ENTERPRISES CORP.
By: /s/Xxxxx Xxxxxx
--------------------------------
Name: Xxxxx Xxxxxx
Title: President & CEO
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