Exhibit 99.1
COMMON STOCK PURCHASE
AGREEMENT
This Common Stock Purchase Agreement
(the “ Agreement ”) is made as of
December 22, 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, Two Million Nine Hundred Ninety Eight Thousand Three
Hundred Thirty Four (2,998,334) shares of the Company’s
Common Stock (the “ Shares ”) at a
purchase price of $1.50 per Share for a total purchase price of
Four Million Four Hundred Ninety Seven Thousand Five Hundred One
Dollars ($4,497,501) (the “ Purchase Price
”). 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 and the
issuance and grant of the Warrant 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 shall deliver to Purchaser a stock
certificate registered in the name of Purchaser, representing the
Shares. As payment in full for the Shares, and against delivery of
the certificate evidencing the Shares, Purchaser shall deliver to
the Company the Purchase Price by a wire transfer to an account
designated in writing by the Company.
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 . The Company has all requisite
corporate power and authority to (i) execute, deliver, and
perform its obligations under this Agreement, and the Second
Amended and Restated Registration Rights Agreement dated as of the
date hereof by and among the Company and the Purchaser (the “
Registration Rights Agreement ”), and
(ii) issue, sell, and deliver 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.
4.
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 and the Warrant. 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
it is an “accredited investor” within the meaning of
Rule 501(a) 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
