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”).
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 19th, 2022 • 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 December 14, 2018, 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”), and Rubicon Technologies, LLC, a Delaware limited liability company (“Holdings’), CLEANCO LLC, a New Jersey limited liability company (“Cleanco”), and CHARTER WASTE MANAGEMENT, INC., a Delaware corporation (“Charter” together with Holdings and Cleanco, each a “Loan Party Obligor”), the Lenders party hereto from time to time and ECLIPSE BUSINESS Capital LLC, as agent for the Lenders (f/k/a Encina Business Credit, LLC, in such capacity, “Agent”). The Schedules and Exhibits to this Agreement are an integral part of this Agreement and are incorporated herein by reference.
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”).
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).
TAX RECEIVABLE AGREEMENT dated as of August 15, 2022Tax Receivable Agreement • August 19th, 2022 • Rubicon Technologies, Inc. • Services-prepackaged software • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of August 15, 2022, is entered into by and among Rubicon Technologies, Inc., a Delaware corporation (“Rubicon Technologies, Inc.”, together with each of its Subsidiaries that is classified as a corporation for U.S. federal income tax purposes, and each successor thereto, the “Corporation”), Rubicon Technologies Holdings, LLC, a Delaware limited liability company that is classified as a partnership for U.S. federal income tax purposes (the “Company”), each of the TRA Holders, and the TRA Representative.
SPONSOR FORFEITURE AGREEMENTSponsor Forfeiture Agreement • August 19th, 2022 • Rubicon Technologies, Inc. • Services-prepackaged software • New York
This SPONSOR FORFEITURE AGREEMENT (this “Agreement”) is made and entered into as of August 15, 2022, by and among Founder SPAC, a Cayman Islands exempted company (“Founder”), Founder SPAC Sponsor LLC, a Delaware limited liability company (“Sponsor”), and Rubicon Technologies, LLC, a Delaware limited liability company (“Rubicon,” and together with Founder and Sponsor, each a “Party” and collectively, the “Parties”).
PROMISSORY NOTE [AND SECURITY AGREEMENT]Rubicon Technologies, Inc. • August 19th, 2022 • Services-prepackaged software • Delaware
FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, RUBICON TECHNOLOGIES, LLC, a Delaware limited liability company (“Borrower”), hereby promises to pay to the order of ______________________ (“Lender”, and together with the Borrower, the “Parties”), the principal amount of _________________________ U.S. Dollars ($________________) (the “Loan”), together with all accrued interest thereon, as provided in this Promissory Note (this “Note”).
LOAN AND SECURITY AGREEMENT Dated as of December 22, 2021 by and among RUBICON GLOBAL, LLC and RIVERROAD WASTE SOLUTIONS, INC., as Borrowers and Loan Party Obligors, RUBICON TECHNOLOGIES, LLC, CLEANCO LLC, CHARTER WASTE MANAGEMENT, INC. and RUBICON...Loan and Security Agreement • August 19th, 2022 • 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 December 22, 2021, 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, LLC, a Delaware limited liability company (“Holdings”), CLEANCO LLC, a New Jersey limited liability company (“Cleanco”), CHARTER WASTE MANAGEMENT, INC., a Delaware corporation (“Charter”), RUBICON TECHNOLOGIES INTERNATIONAL, INC., a Delaware corporation (“International”), the Lenders party hereto from time to time, and MIZZEN 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 Agreement and are
AMENDMENT OF WARRANT AGREEMENTAmendment of Warrant Agreement • August 19th, 2022 • Rubicon Technologies, Inc. • Services-prepackaged software • New York
This Amendment of Warrant Agreement (this “Agreement”) is made as of August 15, 2022, by and between Rubicon Technologies, Inc., a Delaware corporation (formerly known as Founder SPAC, a Cayman Islands exempted company) (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
