Back to top

STOCK PURCHASE AND INVESTMENT AGREEMENT

Stock Purchase Agreement

STOCK PURCHASE AND INVESTMENT AGREEMENT | Document Parties: Rubicon Financial Incorporated | American International Industries, Inc You are currently viewing:
This Stock Purchase Agreement involves

Rubicon Financial Incorporated | American International Industries, Inc

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: STOCK PURCHASE AND INVESTMENT AGREEMENT
Governing Law: California     Date: 12/5/2007

50 of the Top 250 law firms use our Products every day

Exhibit 10.12

 

STOCK PURCHASE AND INVESTMENT AGREEMENT

 

THIS AGREEMENT is made and entered into this 29 th day of November, 2007, by and between Rubicon Financial Incorporated , a Delaware corporation (the “Company”) and American International Industries, Inc. , a Nevada corporation (the “Purchaser”);

 

W I T N E S S E T H:

 

WHEREAS, the Company desires to sell to the Purchaser One Million (1,000,000) shares of the Company’s restricted common stock at a per share value of Two Dollars ($2.00); and

 

WHEREAS, the Purchaser desires to purchase said shares through a combination of cash and restricted shares of the Purchaser’s common stock, and the Seller desires to sell said shares, upon the terms and subject to the conditions hereinafter set forth;

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and in order to consummate the purchase and the sale of the shares aforementioned, it is hereby agreed as follows:               

 

1.

Subscription .

 

 

1.1

The Purchaser, intending to be legally bound hereby, subscribes for One Million (1,000,000) shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company at a purchase price of $2.00 per Share, on the terms and conditions set forth below. The closing of the transactions contemplated by this Agreement (the “Closing”), shall be held at the offices of the Company, no later than on December 1, 2007, at 10:00 A.M., or such other place, date and time as the parties hereto may otherwise agree.

 

 

1.2

At Closing, the Purchaser will deliver payment for the Shares as follows:

 

 

(i)

cash or other form of certified funds in the amount of One Million Dollars ($1,000,000); and

 

 

(ii)

delivery of Two Hundred Thousand (200,000) shares of fully paid, non-assessable restricted shares of the Purchaser’s common stock. Such shares of the Purchaser’s common stock have been valued at $5.00 per share based upon the trading price of the Purchaser’s common stock on the Nasdaq® Capital Market.

 

 

1.3

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAW OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND

 

1

 


 

ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE ARE SPECULATIVE SECURITIES.

 

 

1.4

The Purchaser acknowledges that the Company is a holding company with three operating subsidiaries: Rubicon Real Estate and Mortgages, Inc.; Rubicon Financial Insurance Services, Inc.; and Dial-A-Cup, Inc. However, the Company has cash flow deficiencies and anticipates relying on continued equity financing to support its operations. Therefore, there can be no assurances that the Company will ever develop its operations as currently contemplated to a point of generating positive cash flow sufficient to support its operations. The Purchaser acknowledges that an investment in the Shares is extremely speculative and that there is a substantial likelihood that the Purchaser will lose its entire investment.

 

 

1.5

The Company is a financial services holding company. Its goal is to become a “Single Source Provider” (SSP) of distinct and diverse financial services, bundled together for client convenience. The Company believes that the economy of efficiencies that is anticipated to exist between the various subsidiaries will increase its bottom line while lowering costs. The Purchaser acknowledges that, even upon the purchase of the Shares, there can be no assurances that the Company will be able to accomplish any of the goals described in its SEC filings. The Purchaser assumes all the obligations and risks of investigating and conducting due diligence on the matters described in the Company’s SEC filings and other information the Company has prepared, including its business plan and confidential private placement memorandum.

 

 

1.6

The Company intends to use the net proceeds from the sale of the Shares, after deduction for legal and other miscellaneous costs related to the sale of the Shares, as working capital to accomplish the objectives described in its SEC filings. Purchaser expressly acknowledges that the use of proceeds from this Agreement will be solely at the discretion of management. There can be no assurances that the Company will be able to accomplish any of the objectives described in its SEC filings.

 

 

1.7

Purchaser expressly covenants and agrees that it will reasonably regard and preserve as confidential any and all information, including but not limited to trade secrets, marketing and sales information, pertaining to the Company’s business, including, but not limited to the information contained in its SEC filings, confidential private placement memorandum and such other information relating thereto which may be provided, directly or indirectly, to the Purchaser

 

2

 


 

(“Confidential Information”). Purchaser further covenants that it shall not, without the written authority of the Company, use for Purchaser’s own benefit or purposes or disclose to others, at any time, any such Confidential Information. In the event that Purchaser shall not purchase the Shares on the terms and conditions described in this Agreement, or upon request of the Company, Purchaser shall return to the Company all written information provided to Purchaser by or regarding Company, and shall not retain any copies or record (electronic or otherwise) thereof.

 

 

1.8

The authorized capital of the Company is Fifty Million (50,000,000) shares of Common Stock and Ten Million (10,000,000) shares of Preferred Stock. As of September 30, 2007, the Company had issued and outstanding approximately nine million seven hundred twenty-four thousand two hundred seventy-three (9,724,273) shares of Common Stock and no shares of Preferred Stock. Further, the Company had authorized five hundred fourteen thousand seven hundred ninety (514,790) shares of Common Stock for issuance as of September 30, 2007. In addition, the Company intends to issue up to an additional one million (1,000,000) shares of Common Stock through this Agreement and is currently offering up to an additional two million (2,000,000) shares through a confidential private placement memorandum dated October 8, 2007. In addition, the Company has entered into a merger agreement and non-binding letters of intent to acquire several private companies in the financial services industry, which if successful, will result in the issuance of up to two million three


SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Close this window