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STOCK REPURCHASE AND SETTLEMENT
AGREEMENT
THIS STOCK PURCHASE AND SETTLEMENT AGREEMENT
(“Agreement”), dated as of June 2, 2008 is by and
among RUBICON FINANCIAL, INC.,
a Delaware corporation
(“Rubicon”), AIS FINANCIAL,
INC., a Florida corporation
(“AIS”) and Marc Riviello (“Riviello”). Riviello and Rubicon shall sometimes
be referred to individually as the “Party” and
collectively as the “Parties.”
W I T N E S S E T H
WHEREAS, on or about June 15, 2007, the Parties
entered into that certain Share Purchase Agreement (the
“Purchase Agreement”), whereby Rubicon purchased 24
shares of AIS’s common stock (the “AIS Shares”),
which represented approximately 24.9% of the outstanding shares of
common stock in AIS at the time of the Purchase
Agreement;
WHEREAS, the respective Boards of Directors of
Rubicon and AIS and Riviello have determined that the transactions
that occurred pursuant to the Purchase Agreement are no longer
consistent with, and in furtherance of, their respective business
strategies and goals primarily as a result of the SEC receivership
and appointment of a receiver for North American Clearing, Inc.,
AIS’s sole clearing firm;
WHEREAS, Riviello desires to purchase the AIS Shares
from Rubicon and each of the Parties desires to release the other
Parties of their respective obligations, rights, covenants, and
agreements under the Purchase Agreement and such other contemplated
transactions, under the terms and conditions hereof;
NOW THEREFORE, in consideration of the promises and
respective mutual agreements herein contained, it is agreed by and
between the Parties hereto as follows:
ARTICLE 1.
SALE AND PURCHASE OF THE SHARES
0.1.
Sale of the AIS Shares . Upon execution of this Agreement as provided in Section 3.1
hereto (the “Closing”), subject to the terms and
conditions herein set forth, and on the basis of the
representations, warranties and agreements herein contained,
Rubicon shall sell to Riviello, and Riviello shall purchase from
Rubicon, the AIS Shares.
1.2
Instruments of Conveyance and Transfer
. At the Closing, Rubicon shall deliver a
certificate or certificates representing the AIS Shares to Riviello
sufficient to transfer all right, title and interest in the AIS
Shares to Riviello.
1.3 Consideration and
Payment for the AIS Shares . Rubicon
shall transfer, assign, convey, and deliver to Riviello, or its
designated representative, and Riviello shall purchase from
Rubicon, the AIS Shares in exchange for (i) the return and
cancellation of 100,000 shares of
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Rubicon’s common stock held by Riviello, and
(ii) a six-month promissory note from Riviello payable to Rubicon
in the amount of $100,000 in the form of Attachment A.
ARTICLE 2.
REPRESENTATIONS AND COVENANTS
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2.1
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Rubicon hereby represents and warrants
that:
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(a)
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Rubicon shall transfer title, in and to the AIS
Shares to Riviello free and clear of all liens, security interests,
pledges, encumbrances, charges, restrictions, demands and claims,
of any kind and nature whatsoever, whether direct or indirect or
contingent.
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(b)
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Rubicon warrants that other than Rubicon, no other
individual or entity has any title or interest in the AIS
Shares.
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(c)
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Rubicon represents that it has the full power and
authority to enter into and perform this Agreement and to execute,
deliver and perform its obligations under this Agreement and
consummate the transactions contemplated hereby.
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(d)
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Rubicon owns 24 shares of AIS’s common stock,
no par value, (the “Common Stock”), which represents
approximately 24.9% of the issued and outstanding capital stock of
AIS. Such Shares are owned free and clear of any lien, encumbrance,
adverse claim, restriction on sale, transfer or voting (other than
restrictions imposed by applicable securities laws), preemptive
right, option or other right to purchase, and upon the consummation
of the sale of the AIS Shares as contemplated hereby, Riviello will
have good title to the AIS Shares, free and clear of any lien,
encumbrance, adverse claim, restriction on sale, transfer or voting
(other than restrictions imposed by applicable securities laws),
preemptive right, option or other right to purchase.
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(e)
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Rubicon has taken, or will take prior to the
Closing, all actions necessary for the authorization, execution,
delivery and performance of this Agreement.
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2.2 On the
Closing Date as defined in Section 3.1 below, Rubicon shall deliver
to Riviello a certificate representing the AIS Shares subject to no
liens, security interests, pledges, encumbrances, charges,
restrictions, demands or claims in any other party whatsoever,
except as set forth in the legend on the certificate, which legend
shall provide as follows:
THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN
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THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF
COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
AVAILABLE.
2.3. Riviello
acknowledges that the AIS Shares will initially be
“restricted securities” (as such term is defined in
Rule 144 promulgated under the Securities Act of 1933, as amended
(“Rule 144”), that the AIS Shares will include the
foregoing restrictive legend, and, except as otherwise set forth in
this Agreement, that the AIS Shares cannot be sold for a period of
at least one year from the date of issuance unless registered with
the United States Securities and Exchange Commission
(“SEC”) and qualified by appropriate state securities
regulators, or unless Riviello obtains written consent from AIS and
otherwise complies with an exemption from such registration and
qualification (including, without limitation, compliance with Rule
144).
2.7 Riviello acknowledges and agrees that Rubicon
makes no other representations or warranties with respect to the
AIS Shares or AIS.
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2.8
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Riviello represents and warrants to Rubicon as
follows:
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(a) Riviello has
adequate means of providing for current needs and contingencies,
has no need for liquidity in the investment, and is able to bear
the economic risk of an investment in the AIS Shares sold by
Rubicon. Riviello represents that he is able to bear the economic
risk of the investment and at the present time could afford a
complete loss of such investment. Riviello has had
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