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Exhibit 2.7(b)
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF
MERGER
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
(“Amendment No. 1”) is made and entered into effective
the 7th day of September, 2007, by and among Rubicon Financial Incorporated , a
Delaware corporation (the “Company”),
RFI Sub, Inc. , a
California corporation and wholly-owned subsidiary of the Company
(“Merger Sub”), and Grant
Bettingen, Inc. , a California
corporation (“Target”).
RECITALS
A. The Company,
Merger Sub and Target entered into an agreement and plan of merger
on June 28, 2007 (the “Merger Agreement”) providing for
the merger (the “Merger”) of Target into Merger Sub.
Pursuant to the Merger, 1,200,000 restricted shares of the Company
and $974,000 in cash will be exchanged for 100% of the issued and
outstanding shares of Target. Following the Merger, Target will
have merged with Merger Sub wherein Merger Sub will cease to exist
and Target will become a wholly-owned subsidiary of the
Company;
B. Section 8.1
of the Merger Agreement provides that the Merger Agreement and the
Merger may be terminated by the Company or Target if the Merger has
not been consummated by January 1, 2008 (the “Termination
Date”);
C.
The Company, Merger
Sub and Target desire to amend the Merger Agreement to amend
Section 8.1 to extend the Termination Date to March 31,
2008;
D. The Company
desires to purchase fifteen percent (15%) of the issued and
outstanding securities of Target prior to Closing of the Merger for
cash in the amount of Three Hundred Sixty Thousand ($360,000)
pursuant to the terms and conditions of the stock purchase
agreement of an even date herewith; and
E. The
Company, Merger Sub and Target desire to amend the Merger Agreement
pursuant to this Amendment No. 1.
NOW, THEREFORE, for and in consideration of the
foregoing, and of the mutual covenants, agreements, undertakings,
representations and warranties contained herein, the parties hereto
agree as follows:
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1.
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Section 8.1 of the Merger Agreement is hereby
amended to read as follows:
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8.1 Termination Rights . This Agreement
may be terminated by the Company or Target at any time after March
31, 2008 (the “ Final
Ter
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