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COMMON STOCK PURCHASE AGREEMENT

Purchase and Sale Agreement

COMMON STOCK PURCHASE AGREEMENT | Document Parties: Nationwide Financial Solutions, Inc | Pursuit Capital, LLC You are currently viewing:
This Purchase and Sale Agreement involves

Nationwide Financial Solutions, Inc | Pursuit Capital, LLC

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Title: COMMON STOCK PURCHASE AGREEMENT
Governing Law: Arizona     Date: 7/21/2005

COMMON STOCK PURCHASE AGREEMENT, Parties: nationwide financial solutions  inc , pursuit capital  llc
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Exhibit 99.2

COMMON STOCK PURCHASE AGREEMENT

         This Common Stock Purchase Agreement (the Agreement ) is made as of July 18, 2005 by and between Nationwide Financial Solutions, Inc., a Nevada corporation (the “ Company ”), and Pursuit Capital, LLC, an Arizona limited liability company ( Purchaser ).

         1. SALE OF STOCK. Subject to the terms and conditions of this Agreement, on the Purchase Date (as defined below) the Company will issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, One Million Two Hundred Fifty Thousand (1,250,000) shares of the Company’s Common Stock (the Shares ) at a purchase price of $0.60 per Share for a total purchase price of Seven Hundred Fifty Thousand ($750,000). The term “Shares” refers to the purchased Shares and all securities received in replacement of or in connection with the Shares pursuant to stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares.

         2. PURCHASE. The purchase and sale of the Shares under this Agreement shall occur at the principal office of the Company simultaneously with the execution of this Agreement by the parties or on such other date as the Company and Purchaser shall agree (the Purchase Date ). Within a reasonable period subsequent to the Purchase Date, the Company will deliver to Purchaser a certificate representing the Shares to be purchased by Purchaser (which shall be issued in the name of the Purchaser) against payment of the purchase price therefor by Purchaser by a check made payable to the Company, or a wire transfer of readily available funds.

         3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to Purchaser that:

                   (a) Organization, Good Standing and Qualification . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

                   (b) Authorization . All corporate action on the part of the Company, its officers, directors and shareholders necessary for the execution and delivery of this Agreement, the Amended and Restated Registration Rights Agreement dated as of the date hereof by and among the Company and the Purchaser (the Registration Rights Agreement ), the authorization, sale, issuance, execution and delivery of the Shares, and the performance of all obligations of the Company hereunder has been taken or will be taken prior to the issuance of the Shares. This Agreement and the Registration Rights Agreement when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general




application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

                   (c) Valid Issuance of Securities . The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and free of any liens, encumbrances or restrictions on transfer other than restrictions on transfer under this Agreement, or applicable U.S. state and federal securities laws. Based in part upon the representations of the Purchaser in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws. The Company covenants that neither it nor any authorized agent acting on its behalf will take any action hereafter that would cause the failure of such compliance.

         5. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. In connection with the purchase of the Shares, Purchaser represents to the Company the following:

                   (a) Authorization . All corporate action on the part of the Purchaser, its officers, directors, managers, and members necessary for the execution and delivery of this Agreement, the Registration Rights Agreement, and the performance of all obligations of the Purchaser hereunder has been taken or will be taken prior to the issuance of the Shares. This Agreement and the Registration Rights Agreement, when executed and delivered by the Purchaser, shall constitute valid and legally binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

                   (b) Investment .

 

                   (i) Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended (the Securities Act ).



 

                   (ii) Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing the Shares for investment for its own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.



 

    


 
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