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