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”).
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.
LIMITED WAIVER AND FIFTH AMENDMENT to LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 21st, 2023 • Rubicon Technologies, Inc. • Services-prepackaged software • New York
This LIMITED WAIVER AND FIFTH AMENDMENT TO LOAN AND SECURITY 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”), MIZZEN CAPITAL, LP, as agent for the Lenders (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.
COMMON STOCK PURCHASE WARRANT RUBICON TECHNOLOGIES, INC.Rubicon Technologies, Inc. • September 21st, 2023 • Services-prepackaged software • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, MBI Holdings LP or their assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rubicon Technologies, Inc., a Delaware corporation (the “Company”), up to 3,984,946 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Purchase Price, as defined in Section 1(d).
LIMITED WAIVER AND amendment No. 1 to CREDIT, SECURITY AND GUARANTY AGREEMENTGuaranty 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”), MidCap Funding IV Trust, a Delaware statutory trust, 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.
AMENDMENT NO. 2 TO CONVERTIBLE DEBENTUREConvertible Debenture • September 21st, 2023 • Rubicon Technologies, Inc. • Services-prepackaged software • New York
This AMENDMENT NO. 2 TO CONVERTIBLE DEBENTURE (this “Amendment”) dated as of September [●], 2023, by and between Rubicon Technologies, Inc. (the “Company”) and each of the investors signatory hereto (the “Holders”). Each of the Company and the Holders shall be referred to collectively as the “Parties” and individually as a “Party.”
