Exhibit 10.1

FORM OF SUBSCRIPTION AGREEMENT

RUBICON TECHNOLOGIES, INC.

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”).

WHEREAS, the Company’s common stock, par value $0.0001 per share (the “Common Stock”) is listed on the New York Stock Exchange under the ticker symbol “RBT”;

WHEREAS, Purchaser desires to purchase from the Company and the Company desires to sell to the Purchaser, upon the terms and conditions set forth in this Subscription Agreement, shares of Common Stock (the “Shares”) with an aggregate value of $[  ] (the “Purchase Price”), which payment will be directed to the Company. The Company desires to issue and sell to Purchaser the Shares in consideration of the payment of the Purchase Price by Purchaser to the Company;

WHEREAS, certain other purchasers (the “Other Purchasers”) have entered into separate subscription agreements with the Company;

WHEREAS, the Purchaser, along with the Other Purchasers and upon acceptance by the Company of the subscription set forth herein, will enter into the Registration Rights Agreement in the form attached hereto as Exhibit A (the “Registration Rights Agreement”) in connection with the closing of the transactions contemplated by this Subscription Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties agree as follows:

1. Acceptance of Subscription. It is understood and agreed that the Company shall have the right to accept or reject this subscription, in whole or in part, and that the same shall be deemed to be so accepted only when it is signed by the Company. Once accepted, this subscription shall be irrevocable by the Company.

2. Purchase and Sale of Shares.

(a) Purchase Price. The Purchase Price for the Shares will be $ [  ].

(b) Form of Payment. On the Effective Date, Purchaser will pay the Purchase Price to the Company via wire transfer of immediately available funds.

(c) Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 below, the date of sale of the Shares (the “Closing Date”), shall be such date after May 22, 2023, as mutually agreed on by the parties. The closing of the transactions contemplated by this Subscription Agreement shall occur on the Closing Date by means of the exchange by email of signed .pdf documents.

(d) Delivery of Shares. The Purchaser and Company have agreed that the Shares shall be delivered by the Company to the Purchaser on or after the Closing Date.

(e) Number of Shares. The number of Shares issuable under this Subscription Agreement shall be determined by dividing (x) the Purchase Price by (y) the Share Price.

(i) The “Share Price” shall mean the lesser of: (i) $1.00 or (ii) the average Daily VWAP for the five (5) VWAP Trading Days immediately preceding the Closing Date.

(ii) “Daily VWAP” shall mean for any VWAP Trading Day, the per share volume weighted average price of the Shares as displayed under the heading “Bloomberg VWAP” on Bloomberg page “RUBICON <EQUITY> AQR” (or, if such page is not available, its equivalent successor page) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day (or, if such volume-weighted average price is unavailable, the market value of one Share on such VWAP Trading Day, determined, using a volume-weighted average price method, by a nationally recognized independent investment banking firm). The Daily VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session.

(iii) “VWAP Trading Day” shall mean means a day on which trading in the Shares generally occurs on the principal U.S. national or regional securities exchange on which the Shares is then listed or, if the Shares is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Shares are then traded.

3. Representations, Warranties and Covenants of Company.

(a) Organization and Qualification. The Company validly existing and in good standing under the laws of the jurisdiction in which they are formed and have the requisite power and authority to own their properties and to carry on their business as now being conducted and as presently proposed to be conducted. The Company and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements or instruments to be entered into by the Company in connection herewith or therewith (“Material Adverse Effect”).

(b) Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. This Agreement has been, and the other Transaction Documents to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

(c) Issuance of Securities. The issuance of the Securities are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Date, the Company shall commit to reserve from its duly authorized capital stock the shares of Common Stock issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein). Upon issuance or conversion in accordance with the Convertible Debentures, the Conversion Shares when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

(d) Compliance with Applicable Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with and have not previously violated Applicable Laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to Applicable Laws is pending or, to the knowledge of the Company, threatened.

(e) No Investment Company. The Company is not, and upon the issuance of the Common Stock as contemplated by this Agreement will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is not controlled by an Investment Company.

4. Representations, Warranties and Covenants of Purchaser. Purchaser hereby represents and warrants to and covenants with the Company as follows:

(a) Economic Loss and Sophistication. Purchaser is able to bear the economic risks of this investment, and consequently, without limiting the generality of the foregoing, Purchaser is able to hold the Shares for an indefinite period of time and has a sufficient net worth to sustain a loss of all or a portion of its investment in the Shares in the event such loss should occur. Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of this investment.

(b) Investment Intent. Purchaser understands and acknowledges that the sale of the Shares is being made in reliance on Section 4(a)(2) and Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), or under other applicable exemptions from registration thereunder. Purchaser is acquiring the Shares for its own account, for investment and not with view to the distribution, resale, subdivision, or fractionalization thereof, and Purchaser has no present plans to enter into any contract, undertaking, agreement, or arrangement for any such distribution, resale, subdivision, or fractionalization.

(c) Non-Registered Securities. Purchaser understands that (i) the Shares (A) have not been registered under the Securities Act or any state securities laws, (B) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of the Securities Act, and (C) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (ii) Purchaser must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered or exempted under the Securities Act and applicable state securities laws. Purchaser represents that it is knowledgeable with respect to Rule 144 of the Securities and Exchange Commission promulgated under the Securities Act.

(d) Information. Purchaser acknowledges and agrees that: (i) the Company has provided or made available to Purchaser (through EDGAR, the Company’s website or otherwise) (A) the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2022, and the Company’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2023, the Company’s S-1 registration statement (File No. 333-267010) declared effective on February 1, 2023, and the Company’s S-1 registration statement (File No. 333-268799) declared effective on February 1, 2023, including the risk factors set forth therein, (B) the Company’s filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), filed on or prior to the date of this Subscription Agreement, (C) all press releases or investor presentations issued by the Company on or prior to the date of this Subscription Agreement that are included in a filing by the Company on Form 8-K or clearly posted on the Company’s website, and (D) this Subscription Agreement and any other written materials furnished or made available to Purchaser by or on behalf of the Company and related to the purchase of the Shares, on or prior to the date hereof ((A) through (D), collectively, the “Offering Materials”); (ii) Purchaser has read carefully and understands the information supplied by the Company with respect to a prospective investment in the Shares, including as set forth in the Offering Materials; (iii) Purchaser has consulted and obtained the advice of its own attorneys, accountants, tax consultants and investment advisers with respect to the investment in the Shares contemplated hereby and its suitability for Purchaser; (iv) Purchaser has had the opportunity to obtain any additional information necessary to verify the accuracy of the information contained in such documents and to evaluate the merits and income tax consequences of the investment; and (v) Purchaser has been given the opportunity to meet with representatives of the Company and to have said representatives answer any questions regarding the terms and conditions of this particular investment, and all such questions have been answered to its full satisfaction. Purchaser understands that actual results may not correspond to the assumptions set forth in the Offering Materials regarding the Company. Purchaser will carefully review any supplements to the Offering Materials upon receipt thereof. In considering an investment in the Shares and in delivering this Subscription Agreement, Purchaser hereby acknowledges, represents, and warrants that it has relied solely upon the Offering Materials and independent investigations made by Purchaser and its representatives. Purchaser is not relying upon any representations made by, or other information (whether oral or written) furnished by or on behalf of, the Company or any officer, employee, agent or affiliate of any thereof, other than as set forth in the Offering Materials. Purchaser has carefully considered and has, to the extent it believes such discussion necessary, discussed with its representatives the suitability of an investment in the Shares in light of its particular tax and financial situation, and Purchaser and its representatives have determined that the Shares being subscribed for by Purchaser hereunder is a suitable investment for it. Purchaser is not subscribing pursuant hereto for the Shares as a result of, or pursuant to: (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media (including any internet site whose information about the Company is not password protected) or broadcast over television or radio; or (2) any seminar or meeting whose attendees, including Purchaser, had been invited as a result of, or pursuant to, any general solicitation or advertising.

(e) Existing Relationship. Purchaser became aware of this offering of the Shares solely and directly from the Company as a result of a pre-exiting, substantial relationship with the Company, and the Shares were offered to Purchaser solely by direct contact between Purchaser and Company. Purchaser did not become aware of this offering of the Shares, nor were the Shares offered to Purchaser, by any other means. Purchaser acknowledges that the Company has not acted as its financial advisor or fiduciary. Purchaser acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any other federal, state or foreign securities laws.

(f) State & Foreign Securities Laws; Other Relevant Laws. Purchaser represents that it meets any additional or different suitability standards imposed by the securities and other laws of the jurisdiction of Purchaser’s principal place of business, residence or domicile applicable to or required in connection with an investment in the Shares.

(g) Purchaser Awareness. Purchaser has examined the Offering Materials and such other information as it has deemed necessary to evaluate independently and to understand the merits and risks of an investment in the Shares. Purchaser is aware and understands that Purchaser is not entitled to cancel, terminate or revoke this Subscription Agreement or any of the powers conferred herein.

(h) High Degree of Risk. Purchaser has been advised and understands that the purchase of the Shares involves a high degree of risk and uncertainty. Purchaser has read and understands the risk factors under the heading “Risk Factors” set forth in the Offering Materials.

(i) Due Formation; Good Standing; Authorization. If not a natural person, (i) Purchaser has been duly formed and is validly existing and in good standing under the laws of the jurisdiction governing its formation, (ii) Purchaser is qualified, and has all requisite power and authority under its organizational documents and applicable laws to execute and deliver this Subscription Agreement and to perform its obligations hereunder, and (iii) the person signing this Subscription Agreement on behalf of Purchaser has been duly authorized by it to do so. If Purchaser is a natural person, Purchaser is qualified and has all requisite legal capacity to acquire and hold the Shares and to execute and deliver this Subscription Agreement and to perform its obligations hereunder.

(j) Investment Company Act. Purchaser understands and acknowledges that the Company is not registered as, and does not have any obligation or intention to register as, an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Purchaser, if it is a private investment company or a non-U.S. investment company exempt from registration under the Investment Company Act pursuant to Section 3(c)(1) or 3(c)(7) thereunder, is not structured or operated for the purpose or as a means of circumventing the provisions of the Investment Company Act.

(k) Investor Status. Purchaser is an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring the Shares only for its own account and not for the account of others, or if Purchaser is subscribing for the Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is an accredited investor and Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A following the signature page hereto). Purchaser is not an entity formed for the specific purpose of acquiring the Shares.

(l) ERISA. Except as otherwise specifically disclosed by Purchaser to the Company, Purchaser is not a Benefit Plan Investor (as defined below). If Purchaser is a Benefit Plan Investor, the purchase and holding of the Shares by Purchaser will not result in a prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), for which an exemption is not available. If Purchaser is a Benefit Plan Investor, it acknowledges that Purchaser has evaluated for itself the merits of an investment in the Company, and it has not solicited and has not received from the Company, its affiliates, or any director, officer, partner, member, manager, employee or agent of the Company or such affiliate, any evaluation or other investment advice on any basis in respect of the advisability of a subscription for the Securities in light of the plan’s assets, cash needs, investment policies or strategy, overall portfolio composition or plan for diversification of assets and it is not relying and has not relied on the Company, any of its affiliates, or any director, officer, partner, member, manager, employee or agent of the Company or any such affiliate, for any such advice. If Purchaser is a Benefit Plan Investor, the trustee or other plan fiduciary directing the investment (i) in making the proposed investment, is aware of and has taken into consideration the diversification requirements of Section 404(a)(1)(C) of ERISA and (ii) has concluded that the proposed investment in the Company is permissible under the documents governing the plan and the fiduciary, is prudent and is consistent with other applicable fiduciary responsibilities under ERISA. If Purchaser is an individual retirement account or an employee benefit plan not subject to Title I of ERISA, such as a governmental or church plan, the owner of the individual retirement account or other fiduciary directing the investment of the plan has concluded that the proposed investment in the Company is permissible under the documents and applicable law governing the account or the plan and the fiduciary, is prudent and is consistent with its other fiduciary responsibilities, if any. For purposes hereof, a “Benefit Plan Investor” is (A) an employee benefit plan subject to Part 4 of Subtitle B of Title I of ERISA, (B) any plan to which Section 4975 of the Code applies, or (C) an entity whose underlying assets include plan assets (within the meaning of Section 3(42) of ERISA) by reason of a plan’s investment in the entity.

(m) Section 13 and Section 16 Compliance. Purchaser understands and acknowledges that ownership of the Shares in certain amounts may subject Purchaser to reporting and other informational requirements imposed by Section 13 and Section 16 of the Exchange Act. In addition, without limiting the generality of the foregoing, Section 16(b) of the Exchange Act imposes liability on company “insiders” for realizing short-swing profits relating to the Company’s securities. Purchaser is responsible for any and all filing requirements under Section 13 and Section 16 of the Exchange Act. The Company cannot advise the Purchaser regarding, nor is the Company responsible for, any Purchaser filing requirements under Section 13 and Section 16 of the Exchange Act. Purchaser is urged to seek the advice of counsel with respect to the application of Section 13 and Section 16 of the Exchange Act to such Purchaser’s particular situation as well as any other consequences arising under U.S. federal or state securities laws or under the laws of any foreign jurisdiction.

(n) Truth and Accuracy. Purchaser understands and acknowledges that the Shares are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws, and that the Company is relying in part upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth in this Subscription Agreement in (i) concluding that the issuance and sale of the Shares is a “private offering” and, as such, is exempt from the registration requirements of the Securities Act, and (ii) determining the applicability of such exemptions and the suitability of such Purchaser to purchase the Shares.

(o) Compliance with Other Instruments and Laws; Valid and Binding Obligation; No Authorization Required. The execution and delivery of, and performance of the terms and obligations of, this Subscription Agreement will not cause Purchaser to violate any judgment, order, decree, law, ordinance, rule, regulation, statute, agreement, charter, organizational document or indenture to which Purchaser or Purchaser’s property is subject. Assuming due authorization, execution and delivery of this Subscription Agreement by the Company, this Subscription Agreement is a valid and legally binding obligation of Purchaser, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, reorganization, moratorium or other similar laws relating to the enforcement of creditors’ rights generally and by general principles of equity. No authorization, consent or approval is required to be obtained by Purchaser from any governmental authority or agency or other official body in any relevant jurisdiction in connection with the execution or delivery of this Subscription Agreement by Purchaser or the performance by Purchaser of its obligations under this Subscription Agreement.

(p) Anti-Terrorism Representations. Neither Purchaser, nor any of its beneficial owners, appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury or in the Annex to United States Executive Order 13224 - Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, nor are they otherwise a prohibited party under the laws of the United States. Purchaser further represents that the monies used to fund the investment in the Shares are not derived from, invested for the benefit of, or related in any way to, the governments of, or persons within, any country under a U.S. embargo enforced by the Office of Foreign Assets Control.

(q) Anti-Money Laundering Representations.

(i) Purchaser does not know or have any reason to suspect that (A) the monies used to fund Purchaser’s investment in the Shares have been or will be derived from or related to any illegal activities, including but not limited to, money laundering activities, or (B) the proceeds from Purchaser’s investment in the Shares will be used to finance any illegal or illegitimate activities. Purchaser (1) has conducted thorough due diligence with respect to all of its beneficial owners, (2) has established the identities of all beneficial owners and the source of each of the beneficial owner’s funds and (3) will retain evidence of any such identities, any such source of funds and any such due diligence. Purchaser understands and agrees that, notwithstanding anything to the contrary contained in any document, if, following Purchaser’s subscription for the Shares, the Company reasonably believes that any aspect of a transaction with Purchaser (whether by virtue of Purchaser holding the Shares or otherwise) will be in contravention of United States federal, state, international or other laws or regulations, including anti-money laundering laws, the Company may be obligated to “freeze the account” of Purchaser, including prohibiting any distributions with respect to the Shares. In addition, in any such event, Purchaser may be forced to withdraw from the Company or may otherwise be subject to the remedies required by law, and, to the fullest extent permitted by applicable law, Purchaser shall have no claim against any person for any form of damages as a result of any of the actions described in this paragraph.

(ii) Purchaser agrees to execute instruments, provide information, or perform any other acts as may reasonably be requested by the Company or an authorized representative of the Company, for the purpose of: (A) carrying out due diligence as may be required by applicable law to establish and verify Purchaser’s identity and source of funds, as well as those of any of Purchaser’s beneficial owner(s) and of any of Purchaser’s investors, partners, members, managers, directors, officers, beneficiaries or grantors and beneficial owner(s) of such investors, partners, members, managers, directors, officers, beneficiaries or grantors, as applicable; (B) maintaining records of such identities and sources of funds, or verifications or certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering statutes, regulations or conventions applicable to the Company (including the use of “truth technologies” such as World-Check, to verify any such information).

(iii) None of Purchaser, any person controlling or controlled by Purchaser, any person having a beneficial interest in Purchaser or any person for whom Purchaser is acting as agent or nominee in connection with the Shares is: (A) a senior official in the executive, legislative, administrative, military or judicial branches of a non-U.S. government (whether elected or not), a senior official of a major non-U.S. political party, or a senior executive of a non-U.S. government owned corporation (“SFPF”); (B) an immediate family member of any SFPF; (C) a person who is widely or publicly known (or should be known by Purchaser) to maintain a close personal relationship with any SFPF; or (D) a person that has been formed by or for the benefit of any SFPF.

(iv) In the event that Purchaser is a non-U.S. banking institution (a “Non-U.S. Bank”) or receives deposits from, makes payments to or conducts transactions relating to, a Non-U.S. Bank in connection with Purchaser’s investment in the Company, such Non-U.S. Bank: (A) has a fixed address, other than an electronic address or a post office box, in a country in which it is authorized to conduct banking activities; (B) employs one or more individuals on a full-time basis; (C) maintains operating records related to its banking activities; (D) is subject to inspection by the banking authority that licensed it to conduct banking activities; and (E) does not provide banking services to any other Non-U.S. Bank that does not have a physical presence in any country and that is not a registered affiliate.

(v) Purchaser agrees that the representations and warranties set forth in this Section 2(q) shall be deemed repeated and reaffirmed by Purchaser as of each date that Purchaser is required to make a contribution of capital to, or to receive a distribution from, the Company.

(r) As of the date of this Subscription Agreement, the Purchaser and its affiliates do not have, to the Purchaser’s knowledge, and during the 30 day period prior to the date of this Subscription Agreement the Purchaser and its affiliates, to Purchaser’s knowledge, have not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the Common Stock.

(s) Brokers and Dealers. The Purchaser has not dealt with any broker or finder in connection with the transactions contemplated by this Subscription Agreement, and has not incurred, and shall not incur, directly or indirectly, any liability for any brokerage or finders’ fees or agents’ commissions or any similar charges in connection with the transactions contemplated by this Subscription Agreement. The Purchaser agrees that it will indemnify and hold harmless the Company and each Indemnified Person (as defined below) from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by the Purchaser in connection with the purchase of the Shares or the consummation of the transactions contemplated by this Subscription Agreement.

(t) Counsel to the Company Does Not Represent Purchaser. Purchaser understands and acknowledges that Winston & Strawn LLP represents only the Company, and not Purchaser, in connection with the issuance and sale of the Shares.

(u) No Filing Required. It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Subscription Agreement that any document be filed, recorded or enrolled by Purchaser with any governmental department or other authority in any relevant jurisdiction.

(v) Effect and Time of Representations. The foregoing representations, warranties, covenants and agreements, together with all other representations, warranties, covenants and agreements made or given by Purchaser to the Company in any other written statement or document delivered in connection with the transactions contemplated hereby, shall be true and correct in all respects on and as of the date the Company accepts this subscription as if made on and as of such date and shall survive such date. In addition, Purchaser agrees to notify the Company promptly of any change in any representation, warranty, covenant or agreement relating to Purchaser set forth herein and to provide the Company with such further information as the Company may reasonably require.

(w) No “Bad Actor” Disqualification. Purchaser hereby represents that no “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to Purchaser or any of its Rule 506(d) Related Parties (as defined below), except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For purposes of this Subscription Agreement, “Rule 506(d) Related Party” means any individual, corporation, partnership, trust, limited liability company, association or other entity that is a beneficial owner of Purchaser’s securities for purposes of Rule 506(d) of the Securities Act.

5. Restrictions on Transfer.

(a) Resale Restrictions. Purchaser understands that the offer and sale of the Shares to such Purchaser have not been registered under the Securities Act or under any state securities laws. Purchaser agrees not to offer, sell or otherwise transfer the Shares, or any interest in the Shares, unless (i) the offer and sale is registered under the Securities Act, (ii) the Shares may be sold in accordance with the applicable requirements and limitations of Rule 144 under the Securities Act and any applicable state securities laws and, if the Company reasonably requests, such Purchaser delivers to the Company an opinion of counsel to such effect, or (iii) such Purchaser delivers to the Company an opinion of counsel reasonably satisfactory to the Company that the offer and sale is otherwise exempt from Securities Act registration.

(b) Common Stock Restrictive Legend. Purchaser understands and agrees that a legend in substantially the following form will be placed on the certificates of the Shares:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND WERE OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS PURSUANT TO REGISTRATION OR EXEMPTION FROM REGISTRATION REQUIREMENTS THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT.

(c) Illiquid Investment. Purchaser acknowledges that it, he or she must bear the economic risk of its investment in the Shares for an indefinite period of time, until such time as the Shares are registered or an exemption from registration is available.

6. Closing.

(a) The closing of the sale and purchase of the Shares (the “Closing”) under this Subscription Agreement shall take place on such date and at such place as shall be selected by the Company in its sole discretion.

(b) Purchaser acknowledges receipt of the Registration Rights Agreement and, upon the Closing, hereby specifically accepts, adopts and agrees to be bound by each provision thereof and agrees that its signature page to this Subscription Agreement shall constitute its counterpart signature page to the Registration Rights Agreement.

7. Indemnification. Purchaser acknowledges that it understands the meaning and legal consequences of the representations, warranties and covenants set forth in Section 2 hereof and that the Company has relied and will rely upon such representations, warranties and covenants, and Purchaser hereby agrees to indemnify and hold harmless the Company and its respective affiliates, partners, directors, officers, members, managers, controlling persons, agents and employees (each, an “Indemnified Person”), from and against any and all loss, damage or liability, joint or several, and any action in respect thereof, to which any such person may become subject due to or arising out of a breach of any such representation, warranty, agreement or covenant. The reimbursement and indemnity obligations of Purchaser under this paragraph shall be in addition to any liability which Purchaser may otherwise have, and shall be binding upon and inure to the benefit of any successors, assigns, heirs, estates, executors, administrators and personal representatives of the Indemnified Persons. To the extent any Indemnified Person is not a party to this Subscription Agreement and is therefore unable to directly enforce the indemnity provisions of this Section 5, it is agreed that the Company shall be entitled and is hereby authorized (but is not obliged) to enforce the provisions of this Section 5 on behalf of each Indemnified Person.

8. Survival. All representations, warranties and covenants contained in this Subscription Agreement and the indemnification contained in Section 5 hereof, shall survive the execution, delivery and acceptance of this Subscription Agreement.

9. Governing Law; Waiver of Trial By Jury. THIS SUBSCRIPTION AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. This Subscription Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Subscription Agreement or the negotiation, execution or performance of this Subscription Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection herewith), will be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflicts of laws. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of Delaware, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. EACH OF THE PARTIES TO THIS SUBSCRIPTION AGREEMENT HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS SUBSCRIPTION AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS SUBSCRIPTION AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH OF THE PARTIES TO THIS SUBSCRIPTION AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS SUBSCRIPTION AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS SUBSCRIPTION AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

10. Attorneys’ Fees. In any action or proceeding brought to enforce any provision of this Subscription Agreement, or where any provision hereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable attorneys’ fees (including any fees incurred in any appeal) in addition to its costs and expenses and any other available remedy.

11. Assignment. Purchaser agrees that it will not transfer or assign this Subscription Agreement or its rights and obligations hereunder.

12. Binding Effect. Except as otherwise provided herein, this Subscription Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns.

13. Entire Agreement. This Subscription Agreement, together with all attachments, schedules and exhibits thereto, supersede any oral or written agreements or understandings heretofore made, and contain the entire agreement of the parties, and there are no representations, warranties, covenants, or other agreements except as stated or referred to herein or therein.

14. Amendment. This Subscription Agreement may be modified or amended only with the written consent of the Company and Purchaser.

15. Counterparts. This Subscription Agreement may be executed in one or more separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

16. Gender; Headings; “Including”. Pronouns in neuter gender shall be construed to include any other gender unless the context clearly otherwise requires. Headings appearing at the beginning of any section are for convenience only and shall not constitute part of such section and shall be disregarded in construing the language contained in such section. The word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions.

17. Severability. Should any portion or provision of this Subscription Agreement be declared illegal, invalid or unenforceable in any jurisdiction, then such portion or provision shall be deemed to be severable from this Subscription Agreement to the extent practicable while preserving the economic intention of the parties and, in any event, such illegality, invalidity or unenforceability shall not affect the remainder hereof.

18. Further Assurances. Purchaser will promptly furnish to the Company such additional information that the Company may hereafter reasonably require in order to determine or verify the information provided herein or which the Company reasonably believes will enable the Company to comply with all applicable anti-money laundering statutes, rules, regulations and policies, including any policies applicable to an investment held or proposed to be held by the Company.

19. PDF Signature Pages. This Subscription Agreement may be validly executed and delivered by PDF format through electronic mail and such document shall be considered authentic and binding.

[SIGNATURE PAGES FOLLOW]

Exhibit 10.2

EXECUTED

PATHLIGHT CAPITAL LP

100 Federal Street

Boston, Massachusetts 02110

May 19, 2023

Rubicon Global, LLC

100 West Main Street, Suite 610

Lexington, Kentucky 40507

Attention: Chris Spooner

Re: Maturity Extension

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is delivered to you in connection with that certain Loan and Security Agreement, dated as of March 29, 2019 (as amended, amended and restated, restated, supplemented or otherwise modified from time to time, including pursuant to this Letter Agreement, the “Loan Agreement”), by and among (i) Rubicon Global, LLC, a Delaware limited liability company (the “Borrower Representative”), (ii) the other borrowers party thereto from time to time (together with the Borrower Representative, the “Borrowers”), (iii) Rubicon Technologies Holdings, LLC, a Delaware limited liability company (“Holdings”), (iv) the other guarantors party thereto from time to time (together with Holdings, the “Guarantors”), (v) each lender party thereto from time to time (collectively, the “Lenders” and individually, a “Lender”), and (vi) Pathlight Capital LP, as agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used but not defined in this Letter Agreement shall have the meanings assigned to them in the Loan Agreement.

The Borrower Representative has requested that the Agent and the Lenders agree to (a) extend the “Scheduled Maturity Date” under and as defined in the Loan Agreement from March 29, 2024 to May 23, 2024 and (b) consent to the extension of the “Scheduled Maturity Date” under and as defined in the Third Lien Loan Agreement from March 29, 2024 to May 23, 2024, and the Agent and the undersigned Lenders are willing to do so on the terms, and subject to the conditions, set forth in this Letter Agreement. Accordingly, in reliance on the representations and warranties of the Borrower Representative set forth herein, the Borrower Representative, the Agent and the undersigned Lenders hereby agree as follows:

Effective as of the date of this Letter Agreement,

(a) The defined term “Scheduled Maturity Date” set forth in the Loan Agreement shall be amended and restated in its entirety as follows: “Scheduled Maturity Date” means May 23, 2024”.

(b) Notwithstanding anything in the contrary in the Loan Agreement (as amended hereby) or the Third Lien Subordination Agreement, the Agent, on behalf of itself and the Lenders, hereby acknowledges and consents to (x) the execution, delivery and performance by the Loan Party Obligors, the Third Lien Lenders and the Third Lien Agent of the amendment of the Third Lien Loan Agreement, dated on our about the date hereof, and (y) the modifications to the Third Lien Loan Agreement effected pursuant to the Third Lien Amendment, which shall consist solely of the extension of the “Scheduled Maturity Date” under and as defined in the Third Lien Loan Agreement from March 29, 2024 to May 23, 2024. This consent is a limited consent and shall not (i) constitute nor be deemed to constitute a consent by the Agent or any Lender to any other amendment or departure from the Third Lien Loan Documents or the Third Lien Subordination Agreement or (ii) constitute a course of dealing among the Agent and the Loan Party Obligors or the Agent and the Subordinated Creditors (as defined in the Third Lien Subordination Agreement). The Third Lien Agent (on behalf of the Subordinated Creditors) shall entitled to rely on, and is an express third party beneficiary of, this clause (b).

The Borrower Representative hereby represents and warrants that the following statements are true as of the date hereof, both immediately before and immediately after giving effect to this Letter Agreement:

(i) the representations and warranties contained herein and in the Loan Agreement and the other Loan Documents are true and correct in all respects as of the date hereof as though made on and as of the date hereof (or, to the extent such representations or warranties are expressly made solely as of an earlier date, such representations and warranties are true and correct as of such earlier date), and

(ii) no Default or Event of Default has occurred and is continuing.

THIS LETTER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. This Letter Agreement may be executed in counterparts which, taken together, shall constitute an original. Delivery of an executed counterpart of this Letter Agreement by facsimile or other electronic transmission (e.g., “.pdf” or “.tif” or other format) shall be effective as delivery of a manually executed counterpart thereof. This Letter Agreement shall constitute a Loan Document.

[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

[Signature Page to Letter Agreement re Maturity Extensions]

333 W. Wacker Drive, Suite 950

Chicago, Illinois 60606

Attention: Tracy Salyers

E-mail: salyers@eclipsebuscap.com

Mizzen Capital, LP

488 Madison Avenue, 18th Floor

New York, New York 10022

Greenberg Traurig, LLP
One Vanderbilt Avenue

New York, New York 10017

Attention: Todd E. Bowen

E-Mail: bowent@gtlaw.com

[Signature Page to Letter Agreement re Maturity Extensions]

Exhibit 10.3

THIRD AMENDMENT TO

LOAN AND SECURITY AGREEMENT

THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of May 19, 2023 (the “Effective Date”), 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 (“Lenders”), and MIZZEN CAPITAL, LP, as agent for the Lenders (in such capacity, “Agent”). Capitalized terms used but not defined in this Amendment have the meanings given to them in the Loan Agreement (as defined below).

RECITALS

A. Borrowers, the other Loan Party Obligors party thereto, the Lenders from time to time party thereto, and Agent are parties to that certain Loan and Security Agreement dated as of December 22, 2021, as amended by that certain First Amendment to Loan and Security Agreement dated as of November 18, 2022, as further amended by that certain Second Amendment to Loan and Security Agreement dated as of March 22, 2023 (as further amended, restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”).

B. Borrowers, Lenders, and Agent have agreed to amend the Loan Agreement, subject to the terms and conditions of this Amendment.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed as follows:

1. Amendments to Loan Agreement. Section 1.1 (Certain Defined Terms) of the Loan Agreement is hereby amended to amend and restate the definition of “Scheduled Maturity Date” in its entirety as follows:

““Scheduled Maturity Date” means May 23, 2024.”

2. Conditions Precedent. This Amendment shall be effective on the Effective Date once each of the following have been delivered to Agent, each in form and substance satisfactory to Agent:

(i) this Amendment executed by Borrowers, the other Loan Party Obligors party hereto, Agent, and Lenders; and

(ii) a Consent under the Subordination Agreement executed by ABL Agent, Term Loan Agent, Agent and the Loan Party Obligors.

3. Representations and Warranties. Borrowers and the other Loan Party Obligors party hereto hereby represent and warrant to Agent and the Lenders as follows:

(a) Each Loan Party Obligor has all requisite power and authority to execute this Amendment and any other agreements or instruments required hereunder and to perform all of its obligations hereunder and thereunder, and this Amendment and all such other agreements and instruments have been duly executed and delivered by each Loan Party Obligor and constitute the legal, valid and binding obligation of such Loan Party Obligor, enforceable in accordance with its terms.

(b) The execution, delivery and performance by each Loan Party Obligor of this Amendment and any other agreements or instruments required hereunder have been duly authorized and do not violate such Loan Party Obligor’s Governing Documents or any applicable law or any material agreement or instrument or any court order which is binding upon such party or its property.

(c) All of the representations and warranties contained in Section 7 of the Loan Agreement are correct in all material respects on and as of the date of this Amendment as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date.

4. References. All references in the Loan Agreement to “this Agreement” shall be deemed to refer to the Loan Agreement as amended hereby, and any and all references in the Loan Documents to the Loan Agreement shall be deemed to refer to the Loan Agreement as amended hereby. This Amendment shall be deemed a Loan Document for all purposes of the Loan Agreement and the other Loan Documents.

5. Miscellaneous.

(a) Form. Each agreement, document, instrument or other writing to be furnished to Agent under any provision of this Amendment must be in form and substance satisfactory to Agent and their counsel.

(b) Headings. The headings and captions used in this Amendment are for convenience only and will not be deemed to limit, amplify or modify the terms of this Amendment, the Loan Agreement, or the other Loan Documents.

(c) Severability. In the case any provision in this Amendment shall be invalid, illegal or unenforceable, either in its entirety or by virtue of its scope or application to given circumstances, such provision shall thereupon be deemed modified only to the extent necessary to render same valid, or not applicable to given circumstances, or excised from this Amendment, as the situation may require, and this Amendment shall be construed and enforced as if such provision had been included herein as so modified in scope or application, or had not been included herein or therein, as the case may be.

(d) Costs, Expenses and Attorneys’ Fees. Borrowers agrees to pay or reimburse Agent on demand for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, and execution of this Amendment, including, without limitation, the reasonable fees and disbursements of Agent’s counsel.

(e) Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of each of the undersigned and their respective successors and permitted assigns.

(f) Counterparts; Fax/Email Signatures. This Amendment may be executed in any number of counterparts, all of which shall constitute one and the same agreement. This Amendment may be executed by signatures delivered by facsimile or electronic mail, each of which shall be fully binding on the signing party.

(g) GOVERNING LAW. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

(h) ENTIRETY. THE LOAN DOCUMENTS (AS AMENDED HEREBY) REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Signatures appear on the following pages.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

Signature Page to Third Amendment to Loan and Security Agreement

Signature Page to Third Amendment to Loan and Security Agreement

Signature Page to Third Amendment to Loan and Security Agreement

Signature Page to Third Amendment to Loan and Security Agreement

Exhibit 10.4

LOAN CONVERSION AGREEMENT

This LOAN CONVERSION AGREEMENT (this “Agreement”) is made and entered as of May 19, 2023 (the “Effective Date”), by and between Rubicon Technologies, Inc., a Delaware corporation (the “Company”) and CHPAF Holdings SAPI de CV (the “Lender”), with reference to the following facts:

*W I T N E S S E T H *

WHEREAS, the Company executed and delivered to Lender, as lender and holder, that certain Unsecured Promissory Note, dated as of February 2, 2023 (the “Loan Agreement”).

WHEREAS, as of the Effective Date, the Lender has loaned monies to the Company and the Company is indebted to Lender in an amount exceeding $3,000,000.00 (the “Loan”).

WHEREAS, the Loan Agreement, provided, among other things, for (i) a loan in the principal amount of $3,000,000.00, (ii) interest rate of 16.0%, and (iii) a maturity date of July 1, 2024.

WHEREAS, The parties to this Agreement and the Loan Agreement have agreed to and desire to effect the conversion of the outstanding unpaid principal amount of the Loan and accrued interest up to an aggregate amount of principal and interest of $[ ] into shares of Class A common stock of the Company, par value $0.0001 per share (the “Common Stock”) in full and complete satisfaction of all obligations of the Company under the Loan Agreement and to terminate the Loan Agreement (the “Conversion”) as more particularly set forth herein.

WHEREAS, Lender agrees and desires to cancel all of the Loan in exchange for the issuance of the Shares (as defined below) of the Company as further set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and conditions set forth herein, and payment of other valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

LOAN CONVERSION AND ISSUANCE OF SECURITIES

1.01. Loan. The parties do hereby acknowledge that as of the date hereof the Loan is due and outstanding in favor of Lender.

1.02. Conversion of Loan Amounts. The parties hereby agree (i) to a full and final discharge of the Loan, and (ii) that the unpaid principal of $3,000,000.00 and accrued interest in the amount of $[ ] owing under the Loan Agreement shall hereby be converted into shares of Common Stock (the “Shares”) as calculated on the Conversion Date at the Conversion Price, pursuant to the terms of Section 1.03.

1.03. Conversion Price. The Conversion Price used to calculate the aggregate number of Shares required for the full and final discharge of the Loan shall be based on a price per share (the “Conversion Price”) equal to the arithmetic average of the Daily VWAP (as defined below) for the five VWAP Trading Days immediately preceding the Conversion Date. “Daily VWAP” shall mean for any VWAP Trading Day, the per share volume-weighted average price of the Company Common Stock as displayed under the heading “Bloomberg VWAP” on Bloomberg page “RUBICON <EQUITY> AQR” (or, if such page is not available, its equivalent successor page) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day (or, if such volume-weighted average price is unavailable, the market value of one Company Common Stock on such VWAP Trading Day, determined, using a volume-weighted average price method, by a nationally recognized independent investment banking firm selected by the Representative). The Daily VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session. “VWAP Trading Day” shall mean a day on which trading in the Company Common Stock generally occurs on the principal U.S. national or regional securities exchange on which the Company Common Stock is then listed or, if the Company Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Company Common Stock are then traded.

1.04. Conversion Date. The Shares shall be issued to the Lender in full and final satisfaction of the Loan on such date after May 22, 2023, as mutually agreed on by the parties (the “Conversion Date”).

1.05. Lender Waiver. As of the Effective Date, Lender shall be deemed the owner of the Shares of the Company set forth above. Lender hereby forever waives and discharges any and all claims, demands and actions with respect to the amounts of the Loan set forth above, including accrued and unpaid interest thereon.

1.06. Delivery of the Shares. Within thirty (30) business days from the date of this Agreement, the Company shall cause the Shares to be issued to Lender.

ARTICLE II

REPRESENTATIONS AN WARRANTIES OF COMPANY

As of the date hereof, the Company hereby represents and warrants to Lender as follows:

(i) Good Standing. The Company is duly organized, validly existing and in good standing under the laws of the state where it is incorporated and in other jurisdictions where it conducts business.

(ii) Corporate Authority. The Company has full corporate power and authority to execute and deliver this Agreement and the shares of Common Stock. Each of these forgoing instruments have been (or will be when issued) duly authorized, executed and delivered on behalf of the Company and constitutes valid and binding agreements of the Company, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally and (b) as limited by equitable principles generally. The consummation of the transactions contemplated herein and the fulfillment of the terms herein will not result in a breach of any of the terms or provisions of the Company’s Certificate of Incorporation or by-laws.

ARTICLE III

REPRESENTATIONS AND WARRANTIES AND

ACKNOWLEDGMENTS BY LENDER

3.01. As of the date hereof, Lender hereby represents and warrants to the Company as follows:

(i) Shares Purchase for Own Account. The Shares are being acquired for the Lender’s own account and not as nominee for any other party, for investment purposes and not with a view to any resale or distribution thereof. Lender has no present intention of selling, granting any participation in, or otherwise distributing the same. Lender further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares.

(ii) Diligence; Corporate Information. Lender has received all information which Lender considers necessary or appropriate for deciding to make an investment in the Company as contemplated herein. In determining whether to make an investment in the Shares and Company, Lender has relied solely on Lender’s own knowledge and understanding of Company and its business, management, operations, proposed products and services, financial affairs and prospects based upon Lender’s own due diligence investigations and the information furnished pursuant to this Agreement. Lender understands that no individual or person has been authorized to give any information or to make any representations that were not furnished pursuant to this Agreement and Lender has not relied on any other representations or information.

(iii) Accredited Investor. It is an “accredited investor” as defined under Regulation D promulgated under the Act (as defined below).

(iv) Economic Loss and Sophistication. Lender is able to bear the economic risks of this investment, and consequently, without limiting the generality of the foregoing, Lender is able to hold the Shares for an indefinite period of time and has a sufficient net worth to sustain a loss of all or a portion of its investment in the Shares in the event such loss should occur. Purchaser is a sophisticated investor and has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of this investment.

(v) Non-Contravention. Lender’s compliance with its obligations hereunder will not violate, conflict with or constitute a breach of any agreement, arrangement, commitment or understanding to which Lender is a party or by which it is bound.

(vi) Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing on the part of Lender with any federal, state or local governmental authority or any other person or entity is required in connection with the consummation of the transactions contemplated by this Agreement.

3.02. Acknowledgments. Lender acknowledges and understands that:

(i) The Shares are being acquired in a transaction, which is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), and that it understands that such securities are illiquid, may be required to be held indefinitely, unless registration is available, including Rule 144 under the Act, and that they must, accordingly, bear the economic risk of its investment for an indefinite period of time,

(ii) The investment contemplated hereby is speculative and involves a high degree of risk,

(iii) There are substantial restrictions on the transferability of the Shares; the undersigned may not be able to avail itself of the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Act with respect to the resale of an investment in the Shares; and, accordingly, Lender may have to hold such investment indefinitely and that it may not be possible for him to liquidate his investment in the Shares,

(iv) The respective certificates or instrument evidencing the Shares will bear the following restrictive legend, and

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND WERE OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS PURSUANT TO REGISTRATION OR EXEMPTION FROM REGISTRATION REQUIREMENTS THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT.”

ARTICLE IV

ENTIRE AGREEMENT, MODIFICATION, WAIVER AND HEADINGS

4.01. Entire Agreement; Modification. This Agreement, including the exhibits and schedules, constitute the entire agreement between the parties hereto pertaining to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the parties, written or otherwise. No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

4.02. Class A Units. Pursuant to the terms of the Eighth Amended and Restated Limited Liability Company Agreement of Rubicon Technologies Holdings, LLC (“Holdings LLC”), dated as of August 15, 2022, by and among Rubicon Technologies, Inc. and the other parties thereto, in connection with the Conversion and the subsequent issuance of the Shares, the Company shall issue Class A units to Holdings LLC on a 1:1 ratio to the Shares.

4.02. Headings. Section captions or headings are included herein for convenience purposes only and are not to be construed as an accurate description of the contents therein.

4.03. Incorporation by Reference. The recitals, exhibits, schedules and documents referred to in this Agreement are incorporated herein for all purposes.

4.04. Multiple Counterpart Execution; Governing Law. This Agreement may be executed in multiple counterparts, which each counterpart constituting a binding agreement between the signatory parties, and with all such counterparts constituting an integrated document. This Agreement shall be construed and governed by the laws of the State of Delaware. In lieu of the original, a facsimile or PDF electronic transmission or copy of the original shall be as effective and enforceable as the original.

4.05. Survival of Representations and Warranties. All representations, warranties, and covenants made by the parties herein shall survive the execution of this Agreement and shall be forever enforceable.

4.06. Severability. If any provision of this Agreement is invalid, illegal or enforceable, the balance of this Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date.

Exhibit 10.5

Confidential

Rodina Capital

May 20, 2023

Rubicon Technologies, Inc.

335 Madison Ave 4^th Floor

New York, NY 10017

Ladies and Gentlemen:

Rodina Capital or a third party investor designated by Rodina Capital (the “Investor”), intends to provide financing to Rubicon Technologies, Inc. (the “Company”), a Delaware corporation, through the issuance by the Company of debt and/or equity securities, including, without limitation, shares of capital stock, securities convertible into or exchangeable for shares of capital stock, warrants, options, or other rights for the purchase or acquisition of such shares and other ownership or profit interests of the Company, all pursuant to a Financing Agreement, to be entered into by and among the Company, the Investor, and the other parties thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”). The Investor hereby commits to the Commitment (as hereinafter defined). Any debt issued pursuant to this letter would have a term of at least 12 months and any equity or equity linked securities issued under this letter would have a fixed price such that no other shareholder or other exchange approvals would be required.

This is to advise you that, upon the terms and subject to the conditions set forth below, Investor hereby agrees to contribute, to the extent other equity or incremental debt capital of an equivalent amount has not been provided to the Company by December 31, 2023, to the Company an aggregate amount in cash equal to $25 million (the “Commitment”), which, for the avoidance of doubt, shall be incremental to the amounts funded by Investor to the Company as of the date of this letter and which amount the Company in turn shall use for working capital and general corporate purposes; provided that Investor, will not under any circumstances, be obligated to contribute or cause to be contributed to the Company more than the Commitment.

This letter agreement, including the obligations set forth in paragraph 2, will automatically expire, with no additional notice required, and with no further liabilities or obligations upon the earliest of (i) the termination of the Commitment by mutual consent of the parties hereto, (ii) the termination of the Financing Agreement (once entered into) in accordance with its terms, (iii) immediately if the Company files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it, (iv) the consummation of the Closing (including satisfaction by the Investor in full of all of their respective funding obligations under the Financing Agreement), or (v) a successful recapitalization of the Company’s senior term loans with a new long-term loan of at least $75 million.

The rights and obligations of the Company set forth herein will not be assignable without the Investor’s prior written consent, and the granting of such consent in a given instance will be solely in the discretion of the Investor and, if granted, will not constitute a waiver of this requirement as to any subsequent assignment. The Investor’s obligations to fund the Commitment may not be assigned to any other Person other than to an Affiliate of Investor; provided, no such assignment shall relieve the Investor from any obligations under this letter agreement.

Notwithstanding anything that may be expressed or implied in this letter agreement, each party hereto, by its acceptance of the benefits hereof, covenants, agrees and acknowledges that, no recourse hereunder or under any documents or instruments delivered in connection herewith will be had against any Related Party (as hereinafter defined) of the Investor or any Related Party of any such Related Parties, whether by the enforcement of any assessment or by any legal or equitable proceedings, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever will attach to, be imposed on, or otherwise be incurred by any Related Party of the Investor or any Related Party of any such Related Parties, as such for any obligations of the Investor under this letter agreement or any documents or instruments delivered in connection herewith or for any claim based on, in respect of, or by reason of, such obligations or their creation. None of the Investor or any of its Related Parties (other than the Company) or any Related Party of such Related Parties will have any liability for any debts, obligations or liabilities of the Company or any other person, except pursuant to the Limited Guaranty. For the purposes of this letter agreement, the terms “Related Party” and “Related Parties” mean, with respect to any person, any and all former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders or affiliates of such person.

Investor hereby represents and warrants with respect to itself that (i) it is duly authorized, validly existing and in good standing under the laws of its jurisdiction of formation and it has all power and authority to execute, deliver and perform this letter agreement; (ii) the execution, delivery and performance of this letter agreement by Investor has been duly and validly authorized and approved by all necessary corporate action, and no other proceedings or actions on the part of Investor are necessary therefor; (iii) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against Investor in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar applicable law now or hereafter in effect affecting creditors’ rights generally, or by principles governing the availability of equitable remedies; and (iv) the execution, delivery and performance by Investor of this letter agreement do not and will not (a) violate the organizational documents of Investor, (b) violate any applicable law, decree, order or judgment binding on Investor or its assets, or (c) result in any violation of, or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, any contract or agreement to which such Investor is a party.

All issues and questions concerning the construction, validity, interpretation and enforceability of this letter agreement will be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties hereto irrevocably consent to the jurisdiction and venue of the state and federal courts located in the State of Delaware in connection with any action relating to this letter agreement.

Whenever possible, each provision of this letter agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this letter agreement or the application of any such provision to any person or circumstance will be held to be prohibited by, illegal or unenforceable under applicable law in any respect by a court of competent jurisdiction, such provision will be ineffective only to the extent of such prohibition, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this letter agreement.

This letter agreement may be executed in counterparts (including by means of telecopied or other electronic signature pages), any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same letter agreement. The exchange of copies of this letter agreement and of signature pages by facsimile transmission or other electronic delivery will constitute effective execution and delivery of this letter agreement as to the parties and may be used in lieu of the original letter agreement for all purposes. Signatures of the parties transmitted by facsimile or other electronic delivery will be deemed to be their original signatures for all purposes.

This letter agreement and the documents referred to herein contain the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede all prior letters and understandings, whether written or oral, relating to such subject matter in any way.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, ACTION, CLAIM, CAUSE OF ACTION, SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS LETTER AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTY THAT THIS PARAGRAPH CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THE PARTIES ARE RELYING AND WILL RELY IN ENTERING INTO THIS LETTER AGREEMENT AND ANY OTHER LETTER AGREEMENTS RELATING HERETO OR CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

No other Person that is not a party to this letter is a beneficiary or has any rights under this letter.

This letter agreement may not be amended or modified and the terms and conditions hereof may not be waived, without the prior written consent of Investor and the Company.

* * * * * *

If this letter agreement is agreeable to you, please so indicate by signing in the space indicated below.

[Signature Page to the Commitment Letter]

Exhibit 10.6

RUBICON TECHNOLOGIES, INC.

2022 EQUITY INCENTIVE PLAN

AMENDMENT TO GRANT NOTICE AND

STANDARD TERMS AND CONDITIONS OF

RESTRICTED STOCK UNIT AWARD

THIS AMENDMENT to that certain Grant Notice for Restricted Stock Unit Award and the Standard Terms and Conditions of that certain restricted stock unit award (the “Agreement”), by and between Rubicon Technologies, Inc., a Delaware corporation (the “Company”), and Philip Rodoni (the “Participant”, together with the Company, the “Parties”) and dated October 21, 2022 (this “Amendment”), is made and entered into as of May 21, 2023 (the “Effective Date”), by and between the Parties. Capitalized terms used in this Amendment but not otherwise defined herein shall have their respective meanings set forth in the Agreement.

WHEREAS, the Company maintains the Plan, pursuant to which the Committee has the authority to administer the Plan, including the power to amend the Agreement;

WHEREAS, prior to March 15, 2023, the Company and the Participant previously agreed to delay the settlement of any vested RSUs to a date no later than December 31, 2023; and

WHEREAS, the Committee has determined that it would be advisable and in the best interest of the Company and its stockholders to amend the Agreement to memorialize and ratify the understanding between the Company and the Participant to reflect a later settlement date than is currently provided for under the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereto agree as follows:

On December 1, 2023, but in no event later than December 31, 2023, the Company shall deliver to the Participant shares of Common Stock equal to the number of RSUs.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.

[Signature Page to Amendment]

Exhibit 10.7

FIRST AMENDMENT TO CEO TRANSITION AGREEMENT

This Amendment to the CEO Transition Agreement (hereinafter the “Amendment”) is made and entered into by and between Rubicon Technologies, Inc. (the “Company” or “Rubicon”), and Nathaniel R. Morris (“Executive”), as of the date that the last party executes this Amendment (the “Effective Date”). This Amendment amends that certain CEO Transition Agreement entered into between the Company and Executive dated October 13, 2022 (the “Original Agreement”). The Company and Executive may be referred to in this Amendment individually as a “Party” and collectively as the “Parties”.

WITNESSETH:

WHEREAS, the Parties desire to enter into this Amendment in order to amend the language of Sections 3, 11 and 17 of the Original Agreement and to clarify certain rights and obligations;

WHEREAS, Executive’s acknowledgments, agreements, promises, and representations in this Amendment inure to the benefit of not only Rubicon but also its affiliates, successors and assigns;

NOW, THEREFORE, for and in consideration of the premises, the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Amendments to the Agreement. The Original Agreement is hereby amended as follows:

a. The following paragraph is hereby added to the end of Section 3:

“Company and Executive jointly acknowledge that certain payments required to be paid by Company to Executive on or before February 10, 2023 pursuant to Section 3a) and Section 3c) of this Agreement have not been fully paid by Company to Executive. Specifically, pursuant to Section 3a) of the Agreement, Company was required to pay Executive an amount of One Million Eight Hundred Fifty Thousand Dollars and No Cents ($1,850,000.00), less required withholdings and deductions, in a series of payments beginning on October 13, 2022 and ending on February 10, 2023 (collectively, the “Section 3a) Payment”). Further, pursuant to Section 3c) of the Agreement, Company was required to pay Executive an amount of Six Hundred Seventy-Five Thousand Dollars and No Cents ($675,000.00), less required withholdings and deductions, no later than February 10, 2023 (the “Section 3c) Payment”). As of the Effective Date of this Amendment, Company has paid a total amount of One Million Three Hundred Twenty-One Thousand Four Hundred Twenty-Eight Dollars and Fifty-Five cents ($1,321,428.55) to Executive in partial satisfaction of the required Section 3a) Payment and Section 3c) Payment leaving a remaining balance due from Company to Executive under Sections 3a) and 3c) of the Agreement in the amount of One Million Two Hundred Three Thousand Five Hundred Seventy-One Dollars and Forty-Five Cents ($1,203,571.45) (the “Remaining Balance”). Accordingly, without prejudice to any other rights of Executive under this Agreement, Company covenants and agrees that any and all payments of any kind required to be paid by Company to Executive pursuant to the terms of this Agreement, including without limitation, the Remaining Balance, shall be paid to Executive by Company on or before June 2, 2023.”

b. The fourth sentence of Section 11 of the Original Agreement is deleted in its entirety and replaced with the following sentence:

“Notwithstanding the foregoing or Section 8 of the Employment Agreement, the following shall not be a violation of Section 8 of the Employment Agreement: (i) any entity with which Executive is affiliated engaging or soliciting an employee of the Company, provided that Executive was not directly or indirectly involved in such activity; (ii) Executive or any entity with which Executive is affiliated engaging or soliciting any service provider of the Company (for the avoidance of doubt, “service provider” does not mean or include recyclers, haulers, or other providers engaged or utilized by the Company in its direct operational business); (iii) the Executive conducting a solicitation through an advertisement that is not specifically targeted at employees of the Company; or (iv) Executive soliciting or hiring Executive’s chief of staff and assistant.”

c. Section 17a. is hereby deleted in its entirety and replaced with the following paragraph:

“The Executive is currently engaged in the process of authoring a book to include Executive’s memoirs regarding his personal and professional history (the “Book”). Executive and Company acknowledge that (i) the Book is not sponsored by the Company, (ii) all right, title, and interest in and to the Book belong with Executive, and (iii) the Company does not intend to promote the Book. As between Company and Executive, Executive has the exclusive right to use, exploit, advertise, exhibit, authorize others to do so, and otherwise turn to account the Book in any and all media (whether now known or hereafter devised) throughout the universe in perpetuity in any and all languages, as Executive in his sole and unfettered discretion shall determine. For the avoidance of doubt, Company hereby confirms that this Agreement shall constitute an Assignment of Copyright assigning the worldwide copyright in the Book to the Executive, and any renewals and extensions of copyright, and all rights under copyright including the exclusive right to print, publish, license and sell the Book in whole or in part in any printed or non-printed format in any language throughout the universe or to refrain from the exercise of any or all such rights. For the avoidance of doubt, the Company confirms that it has no right to payment or receipt of any royalties, advances or other payments in connection with the aforementioned Book, and that the Company is not entitled to share in any amounts payable to Executive from the exercise, disposition, or exploitation of the Book or of any rights therein and thereto. The Company waives any right to payment or receipt of a price equivalent to the costs incurred to date in connection with the creation of the Book; provided that: (i) nothing herein assigns ownership of, or grants any right, title or interest in or to, Company’s name, “Rubicon,” or any other trademark, service mark or logo of the Company or any of its affiliates (collectively, “Company Marks”), any name, title, trademark, service mark or logo that is confusingly similar to any of the Company Marks, or any confidential and/or proprietary information of the Company to Executive; and (ii) Executive shall not use any Company Marks in the title of the Book or any marketing or advertising materials for or publicity of the Book or in any manner that suggests sponsorship or endorsement of the Book by Company without Company’s prior written consent in each instance. Upon Executive’s request, Company will execute any documents that may be necessary to secure for Executive the rights for which this paragraph provides. For the avoidance of doubt, nothing in this Section 17a. limits any confidentiality or non-disparagement obligations binding upon Executive pursuant to this Agreement or any other agreement with the Company and all such obligations apply to Executive’s exercise of any rights under this Section 17a.”

d. The following language is hereby inserted as a new Section 17d.:

“The Company hereby grants, transfers and conveys to Executive the following:

(i) any and all branding and naming rights to the Trick or Trash program (excluding all Company Marks other than “Trick or Trash”) together with the right to engage and utilize any service providers or vendors involved with the Trick or Trash program in connection with operation of the Trick or Trash program;

(ii) any and all branding and naming rights to the Clear Constellation program (excluding all Company Marks other than “Clear Constellation”);

(iii) all intellectual property rights held or claimed by the Company, or any of its Affiliates, in the Trick or Trash program or the Clear Constellation program (excluding all Company Marks other than “Trick or Trash” and “Clear Constellation”);

(iv) all assets and operational components of the Trick or Trash program and the Clear Constellation program, including without limitation, all literature, publications, materials, partnership agreements, study data, contact lists, and sponsorship rights (excluding all Company Marks other than “Trick or Trash” and “Clear Constellation”);

(v) all internet domain addresses, social media handles and related rights and interests of the Trick or Trash program and the Clear Constellation program (excluding any internet domain name addressing including “Rubicon” or any other Company Marks other than “Trick or Trash” or “Clear Constellation”); and

(vi) any and all rights to all white papers prepared by Kentucky State University, the University of Pikeville, and the University of Kentucky which Executive has previously paid all invoices for.

Executive may hereafter freely use, enjoy, utilize, employ, license, operate, market, sell, transfer and take any other actions that Executive may desire, in its sole discretion, with respect to the foregoing rights, assets and components. Company acknowledges and represents that Executive’s use and enjoyment of the foregoing rights, assets and components shall not constitute a violation of any provision of this Agreement, the Employment Agreement, or any instrument executed by Executive in connection therewith.”

e. The following language is hereby inserted as a new Section 17e.:

“In consideration for the changes to Sections 11 and 17a. of this Agreement and the addition of Section 17d. to this Agreement as described in the Amendment, Executive agrees that the RSUs described in Section 3(d) shall be delivered pursuant to the schedule attached as Attachment 1 to Exhibit C (including all amendments thereto). Executive acknowledges and agrees that any and all deliveries of RSUs and/or payments made pursuant to the prior sentence are in final and full satisfaction of the Company’s obligations under Section 3(d).”

2. Defined Terms. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Original Agreement.

3. No Other Claims. As of the date of signing this Amendment, Executive warrants and represents that he has reported to the Company any and all potential claims against and/or suspected wrongdoing by the Company, if any, about which Executive has actual knowledge. As of the date of signing this Amendment, the Company has not initiated any claims against Executive and does not have any present intention to initiate any such claims.

4. No Further Changes. Except as expressly provided in this Amendment, the Original Agreement shall remain unmodified and in full force and effect.

THE UNDERSIGNED HAVE CAREFULLY READ THIS AMENDMENT; THEY KNOW AND UNDERSTAND ITS CONTENTS; THEY FREELY AND VOLUNTARILY AGREE TO ABIDE BY ITS TERMS; AND THEY HAVE NOT BEEN COERCED INTO SIGNING THIS AMENDMENT.