REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 20th, 2021 • Founder SPAC • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 14, 2021, is made and entered into by and among Founder SPAC, a Cayman Islands exempted company (the “Company”), Founder SPAC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Jefferies, LLC (“Jefferies”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and Jefferies and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 20th, 2021 • Founder SPAC • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 14, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and Founder SPAC a Cayman Islands exempted company (the “Company”), and Jefferies, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • October 20th, 2021 • Founder SPAC • Blank checks • New York
This agreement (“Agreement”) is made as of October 14, 2021 between Founder SPAC, a Cayman Islands exempted company (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • July 26th, 2021 • Founder SPAC • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between FOUNDER SPAC, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
Rubicon Technologies, Inc. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • September 11th, 2023 • Rubicon Technologies, Inc. • Services-prepackaged software • New York
Rubicon Technologies, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 26th, 2021 • Founder SPAC • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Founder SPAC, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Founder SPAC 11752 Lake Potomac Drive Potomac MD, 20854Letter Agreement • October 20th, 2021 • Founder SPAC • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Founder SPAC, a Cayman Islands exempted company (the “Company”), and Jefferies LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 31,625,000 of the Company’s units (including up to 4,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will
Founder SPACFounder SPAC • July 26th, 2021 • Blank checks • New York
Founder SPAC, a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by Founder SPAC Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 7,906,250 Class B ordinary shares of the Company, par value $0.0001 per share (the “Shares”), up to 1,031,250 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 20th, 2021 • Founder SPAC • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of , 2021, by and among Founder SPAC a Cayman Islands exempted company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
Indemnification AgreementIndemnification Agreement • August 19th, 2022 • Rubicon Technologies, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of August 15, 2022 (the “Effective Date”) by and between Rubicon Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2023 • Rubicon Technologies, Inc. • Services-prepackaged software
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 1, 2023 by and among RUBICON TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and each of the investors signatory hereto (collectively the “Investor”).
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • August 31st, 2022 • Rubicon Technologies, Inc. • Services-prepackaged software • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of August 31, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and RUBICON TECHNOLOGIES, INC. (formerly Founder SPAC), a Delaware corporation (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 1st, 2022 • Rubicon Technologies, Inc. • Services-prepackaged software • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 30, 2022, is between RUBICON TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively the “Buyers”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 20th, 2021 • Founder SPAC • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 14, 2021 by and between Founder SPAC, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 9th, 2023 • Rubicon Technologies, Inc. • Services-prepackaged software • New York
This LOAN AND SECURITY AGREEMENT (as it may be amended, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into on March 29, 2019, by and among RUBICON GLOBAL, LLC, a Delaware limited liability company (“Rubicon”), and RIVERROAD WASTE SOLUTIONS, INC., a New Jersey corporation (“RiverRoad”; together with Rubicon, each a “Borrower” and collectively the “Borrowers”), RUBICON TECHNOLOGIES HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), CLEANCO LLC, a New Jersey limited liability company (“Cleanco”), CHARTER WASTE MANAGEMENT, INC., a Delaware corporation (“Charter”), and RUBICON TECHNOLOGIES INTERNATIONAL, INC., a Delaware corporation (“International”), the Lenders party hereto from time to time, and PATHLIGHT CAPITAL LP, as agent for the Lenders (in such capacity, “Agent”). The Annexes and Exhibits to this Agreement, as well as the Perfection Certificate attached to this Agreement, are an integral part of this Agree
CREDIT, SECURITY AND GUARANTY AGREEMENT dated as of June 7, 2023 by and among RUBICON TECHNOLOGIES HOLDINGS, LLC, RUBICON TECHNOLOGIES INTERNATIONAL, INC., RUBICON GLOBAL, LLC, CLEANCO LLC, CHARTER WASTE MANAGEMENT, INC., RIVERROAD WASTE SOLUTIONS,...Credit, Security and Guaranty Agreement • June 8th, 2023 • Rubicon Technologies, Inc. • Services-prepackaged software • New York
27,500,000 Units FOUNDER SPAC UNDERWRITING AGREEMENTUnderwriting Agreement • October 20th, 2021 • Founder SPAC • Blank checks • New York
Introductory. Founder SPAC, a Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of 27,500,000 units of the Company (the “Units”). The 27,500,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,125,000 Units as provided in Section 2. The additional 4,125,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offer
AGREEMENT AND PLAN OF MERGER by and among FOUNDER SPAC,Agreement and Plan of Merger • December 17th, 2021 • Founder SPAC • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of December 15, 2021 by and among (i) FOUNDER SPAC, a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), the “Acquiror”), (ii) RAVENCLAW MERGER SUB LLC, a Delaware limited liability company and wholly-owned subsidiary of the Acquiror (“Merger Sub LLC”), (iii) RAVENCLAW MERGER SUB CORPORATION 1, a Delaware corporation and wholly-owned subsidiary of the Acquiror (“Merger Sub Inc. 1”), (iv) RAVENCLAW MERGER SUB CORPORATION 2, a Delaware corporation and wholly-owned subsidiary of the Acquiror (“Merger Sub Inc. 2”), (v) RAVENCLAW MERGER SUB CORPORATION 3, a Delaware corporation and wholly-owned subsidiary of the Acquiror (“Merger Sub Inc. 3” and together with Merger Sub Inc. 1 and Merger Sub Inc. 2, “Blocker Merger Subs” and, Blocker Merger Subs, Merger Sub LLC and the Acquiror, collectively, the “Acquiror Entities”), (vi) Boom Clover Business Li
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • December 17th, 2021 • Founder SPAC • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 1st, 2022 • Rubicon Technologies, Inc. • Services-prepackaged software • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 30, 2022 by and among RUBICON TECHNOLOGIES, INC. (formerly Founder SPAC) a Delaware corporation (the “Company”), and YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 19th, 2022 • Rubicon Technologies, Inc. • Services-prepackaged software • Georgia
This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into by and between Rubicon Global Holdings, LLC, a Delaware limited liability company (the “Company”), and Nathaniel R. Morris, an individual (“Executive”) (Company and Executive collectively referred to as “Parties”, and each individually as a “Party”), effective as of February 9th, 2021 (the “Effective Date”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 7th, 2023 • Rubicon Technologies, Inc. • Services-prepackaged software • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 1, 2023, (the “Effective Date”), is between RUBICON TECHNOLOGIES, INC., a Delaware corporation, with principal executive offices located at 100 West Main Street Suite #610, Lexington, KY 40507 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto as Schedule I (individually, a “Buyer” and collectively the “Buyers”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 10th, 2022 • Founder SPAC • Services-prepackaged software • Georgia
This Employment Agreement (this “Agreement”) is made and entered into on November 17, 2016 (the “Effective Date”), by and between Rubicon Global Holdings, LLC, a Delaware limited liability company (the “Company”), and Michael Heller, an individual (“Executive”) (Executive and the Company being the “Parties” to this Agreement).
FORM OF SUBSCRIPTION AGREEMENT RUBICON TECHNOLOGIES, INC.Subscription Agreement • May 24th, 2023 • Rubicon Technologies, Inc. • Services-prepackaged software • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of the date on the signature page hereto (the “Effective Date”), by and between Rubicon Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Purchaser”).
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller, Counterparty and the Target on the Trade Date specified below. Certain terms of the...Founder SPAC • August 5th, 2022 • Services-prepackaged software
This Confirmation, together with the Pricing Date Notice, evidences a complete binding agreement between Seller, Target and Counterparty as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 23rd, 2023 • Rubicon Technologies, Inc. • Services-prepackaged software • Nevada
This Employment Agreement (hereinafter the “Agreement”) is made and entered into by and between Rubicon Technologies, LLC, a Delaware limited liability company (the “Company” or “Rubicon”), and Kevin Schubert (“Executive”), as of the date that the last party executes this Agreement (the “Effective Date”).
AMENDMENT TO CONVERTIBLE DEBENTUREConvertible Debenture • August 11th, 2023 • Rubicon Technologies, Inc. • Services-prepackaged software • Delaware
ContractFounder SPAC • June 24th, 2022 • Services-prepackaged software • Delaware
THIS AGREEMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS AGREEMENT AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 21st, 2023 • Rubicon Technologies, Inc. • Services-prepackaged software • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 15, 2023, is entered into by and between RUBICON TECHNOLOGIES, INC., a Delaware corporation, with headquarters located at 335 Madison Avenue, 4th Floor, New York, NY 10017 (the “Company”), and the buyer(s) identified on the signature pages hereto (collectively, the “Buyer”).
EIGHTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RUBICON TECHNOLOGIES HOLDINGS, LLC a Delaware limited liability company dated as of August 15, 2022Limited Liability Company Agreement • August 19th, 2022 • Rubicon Technologies, Inc. • Services-prepackaged software • Delaware
THIS EIGHTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of RUBICON TECHNOLOGIES HOLDINGS, LLC, a Delaware limited liability company (the “Company”), dated as of August 15, 2022, is entered into by and among the Persons listed on Schedule 1 and Rubicon Technologies, Inc. (the “Managing Member”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 19th, 2022 • Rubicon Technologies, Inc. • Services-prepackaged software • Delaware
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
LOCK-UP AGREEMENTSecurities Purchase Agreement • February 7th, 2023 • Rubicon Technologies, Inc. • Services-prepackaged software
Re: Securities Purchase Agreement, dated as of February 1, 2023 (the “Securities Purchase Agreement”), between Rubicon Technologies, Inc., a Delaware corporation (the “Company”) and the buyers signatory thereto (each, a “Buyer” and, collectively, the “Buyers”)
SPONSOR CAPITAL CONTRIBUTION AGREEMENT between RUBICON TECHNOLOGIES HOLDINGS, LLC RUBICON TECHNOLOGIES INTERNATIONAL, INC. RUBICON GLOBAL, LLC CLEANCO LLC CHARTER WASTE MANAGEMENT, INC. RIVERROAD WASTE SOLUTIONS, INC. each as a Borrower, and...Sponsor Capital Contribution Agreement • January 30th, 2024 • Rubicon Technologies, Inc. • Services-prepackaged software • New York
This SPONSOR CAPITAL CONTRIBUTION AGREEMENT (the “Agreement”), dated as of January 24, 2024, by and among RUBICON TECHNOLOGIES HOLDINGS, LLC, a Delaware limited liability company, RUBICON TECHNOLOGIES INTERNATIONAL, INC., a Delaware corporation, RUBICON GLOBAL, LLC, a Delaware limited liability company, CLEANCO LLC, a New Jersey limited liability company, CHARTER WASTE MANAGEMENT, INC., a Delaware corporation, and RIVERROAD WASTE SOLUTIONS, INC., a New Jersey corporation, (collectively, together with each of their successors and permitted assigns, each individually as a “Borrower”, and collectively as “Borrowers”), RUBICON TECHNOLOGIES, INC., a Delaware corporation (“Parent” or “Rubicon”), and Rodina Capital (the “Sponsor”).
LIMITED WAIVER AND amendment No. 1 to CREDIT, SECURITY AND GUARANTY AGREEMENTCredit, Security and Guaranty Agreement • September 21st, 2023 • Rubicon Technologies, Inc. • Services-prepackaged software • New York
This LIMITED WAIVER AND AMENDMENT NO. 1 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of September 17, 2023, by and among RUBICON TECHNOLOGIES HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), RUBICON TECHNOLOGIES INTERNATIONAL, INC., a Delaware corporation, RUBICON GLOBAL, LLC, a Delaware limited liability company, CLEANCO LLC, a New Jersey limited liability company, CHARTER WASTE MANAGEMENT, INC., a Delaware corporation, RIVERROAD WASTE SOLUTIONS, INC., a New Jersey corporation (each individually as a “Borrower”, and collectively as “Borrowers”), RUBICON TECHNOLOGIES, INC., a Delaware corporation (“Parent”), ACQUIOM AGENCY SERVICES LLC, as Agent (in such capacity, together with its successors and assigns, “Agent”) and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender, constituting the Required Lenders.
Rodina CapitalRubicon Technologies, Inc. • March 23rd, 2023 • Services-prepackaged software
