STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into and made
effective as of September 30, 2005 (the "Effective Date"), by and among AMRES
Holding, LLC, a Nevada limited liability company (the "Buyer"), on the one hand,
and Cranshire Capital, L.P. ("Cranshire"), The dotCom Fund, LLC ("dotCom"), and
Keyway Investments, Ltd. ("Keyway") (each a "Seller" and collectively the
"Sellers"), on the other hand. Buyer and Sellers may be referred to herein as a
"Party" and shall collectively be referred to as the "Parties."
R E C I T A L S
A. Sellers are the beneficial owners of common stock (the "Anza Common
Stock"), warrants (the "Anza Warrants"), and Series D Preferred Stock (the "Anza
Preferred Stock" and together with the Anza Common Stock and the Anza Warrants,
the "Anza Securities") of Anza Capital, Inc., a Nevada corporation ("Anza") as
set forth in Exhibit A attached hereto and made a part hereof;
X. Xxxxxxx wish to sell to Buyer, and Buyer wishes to purchase from
Sellers, all of the Anza Securities on the terms and conditions set forth in
this Agreement;
NOW, THEREFORE, in reliance on the foregoing recitals and in consideration
of and for the mutual covenants contained herein, the Parties hereto agree as
follows:
A G R E E M E N T
1. Sale of Anza Securities. At the Closing, as defined in Section 3 of
this Agreement, subject to the terms and conditions herein set forth, and on the
basis of the representations, warranties and agreements herein contained,
Sellers shall sell to Buyer, and Buyer shall purchase from Sellers, the Anza
Securities.
2. Consideration and Payment for the Anza Securities. In exchange for the
Anza Securities, Buyer will pay to Sellers a total of $125,000.00 (the "Purchase
Price"). The Purchase Price will be paid by Buyer to Sellers at the Closing.
3. Closing.
3.1 The closing of the transactions contemplated hereby (the "Closing")
shall take place on or about November 8, 2005 at the offices of the Buyer, or at
such other time and place as agreed by the Parties.
3.2 At the Closing, Buyer shall deliver the following:
(A) the Purchase Price.
3.3 At the Closing, Sellers shall deliver the following:
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(A) Anza common stock certificates representing the Anza
Common Shares, each with whatever documentation is sufficient to
transfer the Anza Common Shares to Buyer. If the Anza Common Shares
are in electronic form, appropriate delivery instructions will be
given to Sellers prior to the Closing;
(B) Anza preferred stock certificates representing the Anza
Preferred Stock, each with whatever documentation is sufficient to
transfer the Anza Preferred Stock to Buyer;
(C) warrant agreements, either originals or copies thereof,
representing the Anza Warrants, each with a validly executed
Assignment of Warrant and Consent Thereto from Anza.
3.4 Conditional Closing. The Closing shall be subject to the closing
of the transaction contemplated by that certain Common Stock Purchase
Agreement dated September 19, 2005, by and between Xxxxxxxx, PURCHASER,
Viking Investments USA, Inc., a Delaware corporation ("Viking") and Anza.
4. Seller's Representations, Warranties and Covenants.
4.1 As of the Closing, the Sellers will convey, sell and assign to Buyer
good and marketable title in and to the Anza Securities, free and clear of any
and all security interest, liens, encumbrances, claims, charges, assessments or
restrictions of any nature whatsoever, other than applicable restrictions on
transfer under federal and state securities laws.
4.2 Sellers have all necessary rights, powers, and the legal capacity and
authority to enter into and perform Sellers' obligations under this Agreement.
4.2 The Anza Securities sold and delivered to Buyer by Sellers have been
duly authorized and issued by Anza.
4.3 Sellers have received, read carefully, and are familiar with this
Agreement.
4.4 Except as set forth herein, Sellers make no representations or
warranties with respect to Anza or the Anza Securities.
4.5 Prior to the Closing, Sellers will not assign, sell, mortgage, lease,
transfer, pledge, grant a security interest in or lien upon, encumber, or
otherwise dispose if or abandon, nor will the Sellers suffer or permit any of
the same to occur with respect to, any part or all of the Anza Securities,
without the prior written consent of Buyer; Sellers have made, and will continue
to make until the Closing or termination of this Agreement, payment or deposit
or otherwise provide for the payment, when due, of all taxes, assessments or
contributions required by law which have been or may be levied or assessed
against the Sellers with respect to the Anza Securities.
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5. Buyer's Representations and Warranties.
Buyer hereby represents and warranties as follows:
5.1 Buyer is an "accredited investor" as such term is defined in Rule
501(a) of Regulation D promulgated under the Securities Act of 1933, as amended
(the "Securities Act").
5.2 Buyer has all necessary rights, powers, and the legal capacity and
authority to enter into and perform his obligations under this Agreement.
5.3 Buyer has received, read carefully and is familiar with this
Agreement. With respect to Anza, Buyer is familiar with Anza's business, plans
and financial condition, and any other matters relating to Anza. Buyer
acknowledges that Sellers have made no representations or warranties of any kind
to Buyer regarding Anza, its business, finances or prospects.
5.4 Buyer has such knowledge and experience in finance, securities,
investments and other business matters so as to be able to protect his interests
in connection with this transaction, and Buyer's ownership of the Anza
Securities hereunder is not material when compared to Buyer's total financial
capacity.
5.5 Buyer understands the various risks of ownership of the Anza
Securities and can afford to bear such risks, including, without limitation, the
risks of losing the entire investment.
5.6 Buyer acknowledges that no liquid market for the Anza Securities
currently exists and none may develop in the future and that Buyer may find it
impossible to liquidate the investment at a time when it may be desirable to do
so, or at any other time.
5.7 Buyer will acquire the Anza Securities for Buyer's own account for
investment and not with a view to the sale or distribution thereof or the
granting of any participation therein, and has no present intention of
distributing or selling to others any of such interest or granting any
participation therein.
5.8 Buyer has been advised by Sellers that the Anza Securities have not
been registered under the Securities Act or applicable state securities law and
that they will be sold in a transaction exempt therefrom. Buyer acknowledges
that he is familiar with the nature of the limitations imposed by the Securities
Act and the rules and regulations thereunder on the transfer of the Anza
Securities. In particular, Buyer agrees that Anza shall not be required to give
any effect to a sale, assignment or transfer of the Anza Securities by Buyer
following the Closing, and Buyer further understands that an opinion of counsel
and other documents may be required in order for Buyer to transfer the Anza
Securities. Buyer acknowledges that, following the Closing, the Anza Common
Stock and the shares of Anza common stock acquired upon conversion or exercise
of the Anza Preferred Stock and the Anza Warrants shall be subject to stop
transfer orders and the certificate or certificates evidencing any of those
shares shall bear the following or a
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substantially similar legend or such other legend as may appear on the forms of
common stock and such other legends as may be required by state blue sky laws:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"), or any state or foreign securities laws and
neither such securities nor any interest therein may be
offered, sold, pledged, assigned or otherwise transferred
unless (1) a registration statement with respect thereto is
effective under the Securities Act and any applicable state
securities laws, or (2) the Company receives an opinion of
counsel to the holder of such securities, which counsel and
opinion are reasonably satisfactory to the Company, that such
securities may be offered, sold, pledged, assigned or
transferred in the manner contemplated without an effective
registration statement under the Securities Act or applicable
state securities laws."
6. Binding Upon Successors and Assigns. Subject to, and unless otherwise
provided in, this Agreement, and each and all of the covenants, terms,
provisions, and agreements contained herein, shall be binding upon, and inure to
the benefit of, the successors, executors, heirs, representatives,
administrators and assigns of the Parties hereto.
7. Entire Agreement. This Agreement constitutes the entire understanding
and agreement of the Parties hereto with respect to the subject matter hereof
and supersedes all prior and contemporaneous agreements or understandings,
inducements or conditions, express or implied, written or oral, between the
Parties with respect hereto and thereto.
8. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original as against any Party whose
signature appears thereon and all of which together shall constitute one and the
same instrument.
9. Amendment and Waivers. Any term or provision of this Agreement may be
amended, and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively)
only by a writing signed by the Party to be bound thereby. The waiver by a Party
of any breach hereof for default in payment of any amount due hereunder or
default in the performance hereof shall not be deemed to constitute a waiver of
any other default or any succeeding breach or default.
10. Attorneys' Fees. Should suit be brought to enforce or interpret any
part of this Agreement, the prevailing party shall be entitled to recover, as an
element of the
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costs of suit and not as damages, reasonable attorneys' fees to be fixed by the
court (including without limitation, costs, expenses and fees on any appeal).
The prevailing party shall be the party entitled to recover its costs of suit,
regardless of whether such suit proceeds to final judgment. A party not entitled
to recover its costs shall not be entitled to recover attorneys' fees. No sum
for attorneys' fees shall be counted in calculating the amount of a judgment for
purposes of determining if a party is entitled to recover costs or attorneys'
fees.
11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without regard to its
choice of law principles.
12. Venue. The Parties agree that any action brought to enforce the terms
of this Agreement will be brought in the appropriate federal or state court
having jurisdiction over Orange County, California.
13. Notices. All notices required or permitted hereunder shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
Party to be notified, (b) when sent by confirmed facsimile if sent during normal
business hours of the recipient, if not, then on the next business day, or (c)
one (1) day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt. All
communications shall be sent as follows:
If to Sellers:
-----------------------------------
-----------------------------------
-----------------------------------
Facsimile
-------------------------
If to Buyer: AMRES Holding, LLC
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxx, Managing Member
Facsimile (000) 000-0000
or at such other address as the Seller or Buyer may designate by ten (10)
days advance written notice to the other Party hereto.
[remainder of page intentionally left blank; signature page to follow]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date first above written.
"Sellers" "Buyer"
Cranshire Capital, L.P. AMRES Holding, LLC
/s/ X. Xxxxx /s/ Xxxxxxx Xxxxxxxx
-------------------------------------- --------------------------------
By: X. Xxxxx By: Xxxxx Xxxxxxxx
Its: President - Downsview Capital Its: Managing Member
The General Partner
The dotCom Fund, LLC
/s/ Xxxx Xxxx
--------------------------------------
By: Xxxx Xxxx
Its: Managing Member
Keyway Investments, Ltd.
/s/ Xxxx Xxxxx
--------------------------------------
By: Xxxx Xxxxx
Its: Director
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Exhibit A
Anza Securities
Keyway * dotCom Cranshire
--------------------- --------------------- ---------------------
Anza Common Stock 1,413,115 110,453 480,345
Anza Preferred Stock 4,028.5 1,097.5 3,075.5
$0.95 Warrants dtd 4/11/03 122,798 33,454 93,748
$0.75 Warrants dtd 4/11/03 122,798 33,454 93,748
$0.50 Warrants dtd 4/11/03 122,798 33,454 93,748
* Includes Anza Securities held of record by EURAM Cap Strat. "A" Fund
Limited
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