CLEAR CHOICE FINANCIAL, INC. UNAUDITED PRO FORMA FINANCIAL STATEMENT NOTESClear Choice Financial, Inc. • August 30th, 2006 • Investment advice
On May 31, 2006, Clear Choice Financial, Inc., (“CCF”) consummated the acquisition (the “Acquisition”) of Bay Capital Corp., (“Bay”). The stock purchase agreement, (“SPA”) was previously filed with our 10-QSB on February 10, 2006, whereby the original terms of the SPA outlined the purchase of all of Bay’s then outstanding stock. Amendments 1-4 to the SPA are attached as exhibits to this 8-K filing and should be read in conjunction with the original filed document.
PERSONAL GUARANTYPersonal Guaranty • May 2nd, 2006 • Clear Choice Financial, Inc. • Investment advice • Arizona
THIS PERSONAL GUARANTY (this “Guaranty”) is made as of May 1, 2006 by BENJAMIN M. LYONS (“Guarantor”), in favor of CLEAR CHOICE FINANCIAL, INC a Nevada corporation (“ Lender”).
INDEXAgreement • February 24th, 2005 • Nationwide Financial Solutions, Inc. • Investment advice • Arizona
AGREEMENT made this day of March, 2004, by and between NB ACQUISITIONS, INC., a Nevada corporation ("NB"), NATIONAL INTEREST SOLUTIONS, INC., an Arizona corporation ("NIS") and the security holders of NIS (the "NIS Security Holders") who are listed on Exhibit 1.1 hereto and have executed Subscription Agreements in the form attached in Exhibit 1.2, hereto.
SHALIMAR OFFICES, LLC NATIONWIDE FINANCIAL SOLUTIONS, INC., LEASENationwide Financial Solutions, Inc. • February 24th, 2005 • Investment advice • Arizona
THIS LEASE, made and entered into the 1st day of April 2004 between Shalimar Offices, LLC, and Nationwide Financial Solutions, Inc., (herein respectively called Lessor" and "Lessee" without regard to gender or number).
COMMERCIAL GUARANTYNationwide Financial Solutions, Inc. • March 21st, 2005 • Investment advice • Arizona
AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 30th, 2006 • Clear Choice Financial, Inc. • Investment advice
This Amendment No. 2 to Stock Purchase Agreement (“Amendment”) dated as of April 28, 2006, is by and among Clear Choice Financial, Inc., a Nevada corporation (“Purchaser”), Bay Capital Corp., a Maryland corporation (“Company”), and Paul Bekman and Arlene Bekman (the “Bekmans”), Ben Lyons and Sherry A. Lyons (the “Lyons”), and Stewart Sachs and Nadine Sachs (the “Sachs” and together with Bekmans and Lyons, the “Stockholders”), and Stewart Sachs (the “Stockholders’ Representative”) as agent and attorney-in-fact for the Stockholders.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • December 23rd, 2005 • Nationwide Financial Solutions, Inc. • Investment advice • Arizona
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”).
NATIONWIDE FINANCIAL SOLUTIONS, INC. BAY CAPITAL CORPORATION PAUL BEKMAN AND ARLENE BEKMAN, BEN LYONS AND SHERRY A. LYONS, STEWART SACHS AND NADENE SACHS STOCKHOLDERS’ REPRESENTATIVE STOCK PURCHASE AGREEMENT Dated as of December 9, 2005Stock Purchase Agreement • February 10th, 2006 • Nationwide Financial Solutions, Inc. • Investment advice • Nevada
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 30th, 2006 • Clear Choice Financial, Inc. • Investment advice
This Amendment No. 1 to Stock Purchase Agreement (“Amendment”) dated as of March 23, 2006, is by and among Nationwide Financial Solutions, Inc., a Nevada corporation (“Purchaser”), Bay Capital Corp., a Maryland corporation (“Company”), and Paul Bekman and Arlene Bekman (the “Bekmans”), Ben Lyons and Sherry A. Lyons (the “Lyons”), and Stewart Sachs and Nadine Sachs (the “Sachs” and together with Bekmans and Lyons, the “Stockholders”), and Stewart Sachs (the “Stockholders’ Representative”) as agent and attorney-in-fact for the Stockholders.
January 24, 2007 Mr. David Riedel Objective Equity LLCClear Choice Financial, Inc. • June 29th, 2007 • Investment advice • New York
AMENDMENT NUMBER ONE TO AGREEMENTNumber • July 21st, 2005 • Nationwide Financial Solutions, Inc. • Investment advice
This Amendment Number One to Agreement (this “Amendment”), to be effective as of April 1, 2004, is entered into between Nationwide Financial Solutions, Inc. (“NFS”) and William L. Mullins (together with NFS, the “Parties”). The Parties hereby agree as follows:
ASSET PURCHASE AGREEMENT DATED AS OF JULY 19, 2006 AMONG CLEAR CHOICE FINANCIAL, INC.; BAY CAPITAL CORP.; ALLSTATE HOME LOANS, INC.; AND GREGG SHANBERGAsset Purchase Agreement • July 24th, 2006 • Clear Choice Financial, Inc. • Investment advice • Arizona
ASSET PURCHASE AGREEMENT (“Agreement”) dated as of July 19, 2006, among CLEAR CHOICE FINANCIAL, INC., a Nevada corporation (“Buyer”); BAY CAPITAL CORP., a Maryland corporation (“Acquisition Sub”); ALLSTATE HOME LOANS, INC., a California corporation (“Seller”); and GREGG SHANBERG (“Designated Shareholder”).
FORM] CLEAR CHOICE FINANCIAL, INC.Non-Qualified Stock Option Agreement • September 12th, 2006 • Clear Choice Financial, Inc. • Investment advice • Arizona
This Option Agreement is made and entered into by and between Clear Choice Financial, Inc. (“Company”) and _________________ (“Optionee”), as of the ____ day of ________________, 20__ (“Date of Grant”).
AMENDMENT NO. 3 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 30th, 2006 • Clear Choice Financial, Inc. • Investment advice
This Amendment No. 3 to Stock Purchase Agreement (“Amendment”) dated as of May 30, 2006, is by and among Clear Choice Financial, Inc., a Nevada corporation (“Purchaser”), Bay Capital Corporation, a Maryland corporation (“Company”), and Paul Bekman and Arlene Bekman (the “Bekmans”), Ben Lyons and Sherry A. Lyons (the “Lyons”), and Stewart Sachs and Nadine Sachs (the “Sachs” and together with Bekmans and Lyons, the “Stockholders”), and Stewart Sachs (the “Stockholders’ Representative”) as agent and attorney-in-fact for the Stockholders.
PREPAYMENT AGREEMENTPrepayment Agreement • July 21st, 2005 • Nationwide Financial Solutions, Inc. • Investment advice • Arizona
THIS PREPAYMENT AGREEMENT (this “Agreement”) is entered into this 13TH day of June, 2005 by Pursuit Holdings, LLC, an Arizona limited liability company (“Pursuit”), and Nationwide Financial Solutions, Inc., a Nevada corporation (“Nationwide Financial”).
PERSONAL GUARANTYPersonal Guaranty • December 23rd, 2005 • Nationwide Financial Solutions, Inc. • Investment advice • Arizona
THIS PERSONAL GUARANTY (this “Guaranty”) is made as of December 19, 2005 by GREGG SHANBERG (“Guarantor”), in favor of NATIONWIDE FINANCIAL SOLUTIONS, a Nevada corporation (“Lender”).
AMENDMENT NO. 1 TO SECURITY AGREEMENTSecurity Agreement • May 1st, 2006 • Clear Choice Financial, Inc. • Investment advice
This Amendment No. 1 (the “Amendment”), dated April 28, 2006, made with reference to that certain Security Agreement, dated effective November 8, 2005, by and between Pursuit Capital, LLC (“Pursuit”), as secured party, and Nationwide Financial Solutions, Inc. (now known as “Clear Choice Financial, Inc.”, hereinafter referred to as “Clear Choice”), a Nevada corporation, as debtor;
SECURITY AGREEMENTSecurity Agreement • November 15th, 2005 • Nationwide Financial Solutions, Inc. • Investment advice • Nevada
This Security Agreement (“Agreement”) is between Pursuit Capital, LLC (“Secured Party”) and Nationwide Financial Solutions, Inc. (“Debtor”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2005 • Nationwide Financial Solutions, Inc. • Investment advice • Arizona
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of July 18, 2005 is entered into by and between Pursuit Capital, LLC, an Arizona limited liability company (the “Investor”) and Nationwide Financial Solutions, Inc., a Nevada corporation (the “Company”).
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 27th, 2006 • Nationwide Financial Solutions, Inc. • Investment advice
This Amendment No. 1 to Stock Purchase Agreement (“Amendment”) dated as of March 23, 2006, is by and among Nationwide Financial Solutions, Inc., a Nevada corporation (“Purchaser”), Bay Capital Corp., a Maryland corporation (“Company”), and Paul Bekman and Arlene Bekman (the “Bekmans”), Ben Lyons and Sherry A. Lyons (the “Lyons”), and Stewart Sachs and Nadine Sachs (the “Sachs” and together with Bekmans and Lyons, the “Stockholders”), and Stewart Sachs (the “Stockholders’ Representative”) as agent and attorney-in-fact for the Stockholders.
SETTLEMENT AGREEMENTSettlement Agreement • March 1st, 2007 • Clear Choice Financial, Inc. • Investment advice • Arizona
THIS SETTLEMENT AGREEMENT (the "Agreement") is made and entered into as of this 16th day of February, 2007 by and among CLEAR CHOICE FINANCIAL, INC., a Nevada corporation (the "Company"), and CCF RESTRUCTURING, LLC, an Arizona limited liability company (“CCF”), LANCE MULLINS, CHAD MOONEY, NICK RUSSO, ED KENDLER, CINDY DIMMETTE and IRA BASKETT (collectively CCF, Mullins, Mooney, Russo, Kendler, Dimmette and Baskett are referred to herein as the “CCF Parties”), and STEPHEN AND KATSURA LUKE, husband and wife and each a resident of the state of Arizona (referred to individually herein as “S. Luke” and “ K. Luke” and collectively as the “Lukes”).
SECOND AMENDMENT TO AGREEMENTSecond Amendment to Agreement • December 21st, 2005 • Nationwide Financial Solutions, Inc. • Investment advice
This Second Amendment to Agreement (this “Amendment”), dated as of December 19, 2005, is entered into between Nationwide Financial Solutions, Inc. (“NFS”) and William L. Mullins (together with NFS, the “Parties”). The Parties hereby agree as follows:
FORM] CLEAR CHOICE FINANCIAL, INC.Restricted Stock Program Agreement • September 12th, 2006 • Clear Choice Financial, Inc. • Investment advice • Arizona
This Restricted Stock Program Agreement (this “Agreement”) is entered into between Clear Choice Financial, Inc., a Nevada corporation (the “Company”), and __________________ (the “Grantee”), as of ____________, 20__ (the “Date of Grant”).
AMENDMENT NO. 4 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 30th, 2006 • Clear Choice Financial, Inc. • Investment advice
This Amendment No. 4 to Stock Purchase Agreement (“Amendment”) dated as of May 31, 2006, is by and among Clear Choice Financial, Inc., a Nevada corporation (“Purchaser”), Bay Capital Corporation, a Maryland corporation (“Company”), and Paul Bekman and Arlene Bekman (the “Bekmans”), Ben Lyons and Sherry A. Lyons (the “Lyons”), and Stewart Sachs and Nadine Sachs (the “Sachs” and together with Bekmans and Lyons, the “Stockholders”), and Stewart Sachs (the “Stockholders’ Representative”) as agent and attorney-in-fact for the Stockholders.
AGREEMENTNationwide Financial Solutions, Inc. • February 24th, 2005 • Investment advice
AGREEMENTNationwide Financial Solutions, Inc. • February 24th, 2005 • Investment advice
AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 1st, 2006 • Clear Choice Financial, Inc. • Investment advice
This Amendment No. 2 to Stock Purchase Agreement (“Amendment ”) dated as of April 28, 2006, is by and among Clear Choice Financial, Inc., a Nevada corporation (“Purchaser”), Bay Capital Corp., a Maryland corporation (“Company”), and Paul Bekman and Arlene Bekman (the “ Bekmans”), Ben Lyons and Sherry A. Lyons (the “Lyons”), and Stewart Sachs and Nadine Sachs (the “Sachs” and together with Bekmans and Lyons, the “Stockholders”), and Stewart Sachs (the “Stockholders’ Representative”) as agent and attorney-in-fact for the Stockholders.
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2005 • Nationwide Financial Solutions, Inc. • Investment advice • Arizona
This SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of December 22, 2005 is entered into by and between Pursuit Holdings, LLC, an Arizona limited liability company (the “PHL”), Pursuit Capital, LLC, an Arizona limited liability company (the “PCL”) (collectively PHL and PCL are referred to as the “Investors”), and Nationwide Financial Solutions, Inc., a Nevada corporation (the “Company”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 21st, 2005 • Nationwide Financial Solutions, Inc. • Investment advice • Arizona
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”).
