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Debt Exchange Agreement

 

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Title:

Debt Exchange Agreement

Entities:

Anza Capital Inc.; Vincent Rinehart

Date:

2003

Size:

Preview shows 3KB of 19KB total

Price:

$33

ID:

#170441

 

 

► M&A ► Exchange ► Debt Exchange Agreements
► Financial ► Consumer Financial Services

 

 

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ANZA CAPITAL, INC.
A NEVADA CORPORATION

DEBT EXCHANGE AGREEMENT

This Debt Exchange Agreement (the "Agreement") is entered into effective
this 28th day of February, 2003 by and between Anza Capital, Inc., a Nevada
corporation ("Anza" or the "Company") and Vincent Rinehart (the "Noteholder").
Each of the Company and the Noteholder shall be referred to as a "Party" and
collectively as the "Parties."

RECITALS

WHEREAS, the Company has undertaken a recapitalization of its corporate
structure, which will include (but not be limited to) the voluntary exchange of
certain preferred stock for newly created preferred stock, the exchange of debt
and warrants for stock, and a reverse stock split (the "Recapitalization");

WHEREAS, the Noteholder is the record and beneficial owner of a promissory
note dated June 27, 2001 in the original principal amount of $485,446.00,
payable by the Company (as e-Net Financial.com Corporation, the Company's
previous name) to AMRES Holding LLC (a predecessor to the Noteholder) (the
"Surrendered Note");

WHEREAS, the current principal balance due and owing under the Surrendered
Note is $360,446 (the "Surrendered Note Principal"), plus accrued interest
through the date hereof equal to $73,043.06 (the "Surrendered Note Interest");

WHEREAS, the Noteholder is the holder of options to acquire 2,500,000
shares of Company common stock as evidenced by that certain Stock Option
Agreement dated June 1, 2001, amended on July 2, 2001, and granted to Noteholder
pursuant to the terms of his employment agreement dated June 1, 2001 (the
"Surrendered Options").

WHEREAS, in connection with the Recapitalization, the Company has offered
for the Noteholder to cancel the Surrendered Options and convert the Surrendered
Note into 6,000,000 shares of Company common stock (the "Conversion Common
Shares"), and 18,800 shares of newly created Series F Convertible Preferred
Stock (the "Preferred Exchange Shares"), in accordance with the terms and
conditions hereof, and the Noteholder desires to accept the offer and consummate
the exchange.

NOW, THEREFORE, for good and adequate consideration, the receipt of which

 

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