Exhibit 4.1


 


WARRANT AGREEMENT


 


This agreement (“Agreement”)
is made as of October 14, 2021 between Founder SPAC, a Cayman Islands exempted company (“Company”), and Continental
Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (the “Warrant Agent”,
also referred to herein as the “Transfer Agent”).


 


WHEREAS, the Company is
engaged in a public offering (“Public Offering”) of up to 27,500,000 units (including up to 4,125,000 units
subject to the Over-allotment Option (as defined below)) (“Units”), each Unit comprised of one Class A ordinary
share of the Company, par value $0.0001 per share (“Ordinary Shares”), and one-half of one warrant, where each
whole warrant entitles the holder to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as described
herein, and, in connection therewith, will issue and deliver up to 13,750,000 warrants (including up to 2,062,500 warrants subject
to the Over-allotment Option) (the “Public Warrants”) to the public investors in connection with the Public
Offering; and


 


WHEREAS, the
Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File
No. 333-258158 (“Registration Statement”), and a prospectus (the “Prospectus”) for the registration,
under the Securities Act of 1933, as amended (“Act”), of the Units, the Public Warrants and the Ordinary Shares included
in the Units; and


 


WHEREAS, the
Company has received binding commitments from Founder SPAC Sponsor LLC (the “Sponsor”) and Jefferies LLC (“Jefferies”)
to purchase up to an aggregate of 14,204,375 warrants (including up to 1,275,000 warrants subject to the Over-allotment Option) (“Private
Warrants,” and together with the Public Warrants, the “Warrants”) bearing the legend set forth in Exhibit
B hereto, in a private placement transaction to occur simultaneously with the consummation of the Public Offering; and


 


WHEREAS, in order
to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor
or affiliates of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company
funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,000,000 Private
Warrants (the “Working Capital Warrants” and, together with the Private Warrants and Public Warrants, the “Warrants”)
at a price of $1.00 per warrant; and


 


WHEREAS, the
Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange, redemption, and exercise of the Warrants; and


 


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective
rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by
or on behalf of the Warrant Agent, as provided herein, the valid, binding, and legal obligations of the Company, and to authorize
the execution and delivery of this Agreement.


 






     


     


    

 


NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Warrant
Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent
hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this
Agreement.


 


2.
Warrants.


 


2.1. Form of Warrant.
Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions
of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board of Directors
or Chief Executive Officer and the Chief Financial Officer, Treasurer, Secretary or Assistant Secretary of the Company and shall
bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Warrant
shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued
with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.2. Uncertificated
Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be
represented by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or the
facilities of The Depository Trust Company or other book-entry depositary system, in each case as determined by the Board of
Directors of the Company or by an authorized committee thereof. Any Warrant so issued shall have the same terms, force and effect as
a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance with the terms of this Agreement.


 


2.3. Effect of
Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned by the
Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder
thereof.


 


2.4.
Registration.


 


2.4.1. Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original
issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue
and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Warrant Agent by the Company.


 


2.4.2. Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant is then registered in the Warrant Register (“registered
holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of
ownership or other writing on the Warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose
of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary.


 






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2.5. Detachability of
Warrants. The securities comprising the Units will not be separately transferable until the 52nd day following the date of the
Prospectus or, if such 52nd day is not on a day, other than Saturday, Sunday or federal holiday, on which banks in New York City are
generally open for normal business (a “Business Day”), then on the immediately succeeding Business Day following
such date, or earlier with the consent of Jefferies LLC (the “Representative”), but in no event will the
Representative allow separate trading of the securities comprising the Units until (i) the Company has filed a Current Report on
Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering
including the proceeds received by the Company from the exercise of the underwriters’ over-allotment option in the Public
Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing of the Form
8-K, and (ii) the Company has issued a press release announcing when such separate trading shall begin (the “Detachment
Date”); provided that no fractional Warrants will be issued upon separation of the Units and only whole Warrants will
trade.


 


2.6. Private Warrant
and Working Capital Warrant Attributes. The Private Warrants and Working Capital Warrants will be issued in the same form as the
Public Warrants.


 


3.
Terms and Exercise of Warrants


 


3.1. Warrant Price. Each
whole Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Warrants), entitle the registered
holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Ordinary
Shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last
sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement refers to the price per share at
which the Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant
Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days; provided,
that the Company shall provide at least twenty (20) days’ prior written notice of such reduction to registered holders of the Warrants
and, provided further that any such reduction shall be applied consistently to all of the Warrants.


  


3.2. Duration of Warrants.
A Warrant may be exercised only during the period commencing on 30 days after the consummation by the Company of a merger, share exchange,
asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses
or entities (“Business Combination”) (as described more fully in the Registration Statement) and terminating at 5:00
p.m., New York City time on the earlier to occur of (i) five years from the consummation of a Business Combination, (ii) the Redemption
Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Company (“Expiration Date”),
provided, however, that the Warrants issued to Jefferies will not be exercisable more than five years after the commencement of sales
in accordance with FINRA Rule 5110(g)(8). The period of time from the date the Warrants will first become exercisable until the expiration
of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the
Redemption Price (as set forth in Section 6 hereunder), as applicable, each Warrant not exercised on or before the Expiration
Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New
York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration
Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to
registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.


 






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3.3.
Exercise of Warrants.


 


3.3.1. Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by
the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant
Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly
executed, and by paying in full the Warrant Price for each full Ordinary Share as to which the Warrant is exercised and any and all
applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the
issuance of such Ordinary Shares, as follows:


 


(a) in lawful money of the
United States, by good certified check or wire payable to the Warrant Agent; or


 


(b) in the event of redemption
pursuant to Section 6 hereof in which the Company’s management has elected to force all holders of Warrants to exercise
such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Ordinary Shares equal to the quotient
obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the difference between the
Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market Value. Solely for purposes of this Section
3.3.1(b), the “Fair Market Value” shall mean the volume-weighted average trading price of the Ordinary Shares for the
ten (10) trading days immediately following the date on which the notice of redemption is sent to the holders of Warrants pursuant to
Section 6 hereof; or


 


(c) in the event the registration
statement required by Section 7.4 hereof is not effective and current within sixty (60) Business Days after the closing of a Business
Combination, by surrendering such Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product
of the number of Ordinary Shares underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and
the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless
the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c), the “Fair
Market Value” shall mean the volume-weighted trading price of the Ordinary Shares for the ten (10) trading days immediately following
the date on which the notice of exercise of the Warrant is sent to the Warrant Agent.


 






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3.3.2. Issuance of
Ordinary Shares. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the
Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book
entry position, for the number of Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be
directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry
position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no
event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company
shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant
exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered
holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a
Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and
expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for
the Unit solely for the Ordinary Shares underlying such Unit. Warrants may not be exercised by, or securities issued to, any
registered holder in any state in which such exercise would be unlawful.


 


3.3.3. Valid
Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly
issued, fully paid and nonassessable.


 


3.3.4. Date of
Issuance. Each person in whose name any book entry position or certificate for Ordinary Shares is issued shall for all purposes
be deemed to have become the holder of record of such shares on the date on which the Warrant, or book entry position representing
such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate,
except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book entry system
of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the close of business on
the next succeeding date on which the share transfer books or book entry system are open.


 






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3.3.5.
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he,
she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise,
such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in
excess of 9.8% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such
exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates
shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence
is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the
Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion
of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible
notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained
herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant,
in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected
in (1) the Company’s most recent annual report on Form 10- K, quarterly report on Form 10-Q, current report on Form 8-K or other
public filing with the SEC as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company
or the Transfer Agent setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of
the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of
Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the
conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of
outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or
decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any
such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 


4.
Adjustments.


 


4.1. Stock Dividends; Split
Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Ordinary Shares
is increased by a stock dividend payable in Ordinary Shares, or by a split up of Ordinary Shares, or other similar event, then, on the
effective date of such stock dividend, split up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant
shall be increased in proportion to such increase in outstanding Ordinary Shares.


 


4.2. Aggregation of
Shares. If after the date hereof, the number of outstanding Ordinary Shares is decreased by a consolidation, combination,
reverse stock split or reclassification of Ordinary Shares or other similar event, then, on the effective date of such
consolidation, combination, reverse stock split, reclassification or similar event, the number of Ordinary Shares issuable on
exercise of each Warrant shall be decreased in proportion to such decrease in outstanding Ordinary Shares.


 






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4.3. Extraordinary Dividends.
If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities
or other assets to the holders of the Ordinary Shares or other shares of the Company’s capital stock into which the Warrants are
convertible (an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after
the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s
Board of Directors, in good faith) of any securities or other assets paid in respect of such Extraordinary Dividend divided by all outstanding
shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend); provided, however,
that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in
subsection 4.1 above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash
dividends and cash distributions paid on the Ordinary Shares during the 365- day period ending on the date of declaration of such dividend
or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether
or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred
to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to
the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) but only with respect to the amount of the
aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders
of the Ordinary Shares in connection with a proposed initial Business Combination or certain amendments to the Company’s Amended
and Restated Certificate of Incorporation (as described in the Registration Statement) or (d) any payment in connection with the Company’s
liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration,
if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate
of $0.40 of cash dividends and cash distributions on the Ordinary Shares during the 365-day period ending on the date of declaration
of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend,
by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid
or made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of all
cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)).


 


4.4. Adjustments in Exercise
Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in Sections
4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise
of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable
immediately thereafter.


 


4.5. Replacement of Securities
upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change
covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the Ordinary Shares), or in the
case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the
Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary
Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as
an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have
the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary
Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind
and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such
Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification also results in a change
in the Ordinary Shares covered by Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to Sections
4.1, 4.2, 4.3, 4.4 and this Section 4.5. The provisions of this Section 4.5 shall similarly apply
to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price
be reduced to less than the par value per share issuable upon exercise of the Warrant.


 






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4.6. Issuance in connection
with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional Ordinary Shares or
equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective
issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such issuance to the Sponsor,
the initial stockholders or their affiliates, without taking into account any shares of the Company’s Class B ordinary shares,
par value $0.0001 per share (the “Class B Ordinary Shares”), issued prior to the Public Offering and held by the initial
stockholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (b) the aggregate gross
proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of
the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (c) the Market Value
(as defined below) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal
to 115% of the greater of (i) the Market Value or (ii) Newly Issued Price, and the Redemption Trigger Price (as defined below) will be
adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price. Solely for
purposes of this Section 4.6, the “Market Value” shall mean the volume weighted average trading price of the Ordinary
Shares during the twenty (20) trading day period starting on the trading day prior to the date of the consummation of the Business Combination.


 


4.7. Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence
of any event specified in Sections 4.1, 4.2, 4.3, 4.4, 4.5, or 4.6, then, in any such event, the Company shall give written
notice to each Warrant holder, at the last address set forth for such holder in the Warrant Register, of the record date or the
effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such
event.


 


4.8. No Fractional Warrants
or Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares
upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be
entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round
up to the nearest whole number of Ordinary Shares to be issued to the Warrant holder.


 


4.9. Form of Warrant. The
form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment
may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement.
However, the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate
and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution
for an outstanding Warrant or otherwise, may be in the form as so changed.


 






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4.10. Other Events.
In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4
are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact
on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint
a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give
its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose
of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust
the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


4.11. No Adjustment.
For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the
conversion ratio of the Class B Ordinary Shares into Ordinary Shares or the conversion of the shares of Class B Ordinary Shares into
shares of Ordinary Shares, in each case, pursuant to the Company’s Amended and Restated Certificate of Incorporation, as
further amended from time to time.


 


5.
Transfer and Exchange of Warrants.


 


5.1. Registration of
Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants,
properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an
equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of
certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon
request.


 


5.2. Procedure for
Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position,
together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or
more new Warrants, or book entry positions, as requested by the registered holder of the Warrants so surrendered, representing an
equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive
legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has
received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must
also bear a restrictive legend.


 


5.3. Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the
issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.


 


5.4. Service Charges.
No service charge shall be made for any exchange or registration of transfer of Warrants.


 




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5.5. Warrant Execution and Countersignature.
The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required
to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply
the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6. Private Warrants and
Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants
until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial
stockholders or (x) in the case of Jefferies, to Jefferies’ affiliates, or any investment fund or other entity controlled or
managed by Jefferies, or to any investment manager or investment advisor of Jefferies or an affiliate of any such investment manager
or investment advisor or to any investment fund or other entity controlled or managed by such persons and (y) to the Company’s
or the initial stockholders’ members, officers, directors, consultants or their affiliates, any affiliate of Jefferies or any
employee of Jefferies, or any member of Jefferies or any affiliate of such member, (ii) to a holder’s stockholders or members
upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the
holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate
family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant
to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a
Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at
which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an
initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the
Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the
Company’s stockholders having the right to exchange their Ordinary Shares for cash, securities or other property, in each case
(except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such
registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each,
a “Permitted Transferee”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by
the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.


 


5.7. Transfers prior to Detachment.
Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is
included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer
of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the
foregoing, the provisions of this Section 5.7 shall have no effect on any transfer of Warrants on or after the Detachment Date.


 






    	 	10	 



     


    

 


6.
Redemption.


 


6.1. Redemption. Not less
than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office
of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant (“Redemption Price”),
provided that the last sales price of the Ordinary Shares equals or exceeds $18.00 per share (subject to adjustment in accordance with
Section 4 hereof) (the “Redemption Trigger Price”), on each of twenty (20) trading days within any thirty (30)
trading day period commencing after the Warrants become exercisable and ending on the third trading day prior to the date on which notice
of redemption is given and provided that there is an effective registration statement covering the Ordinary Shares issuable upon exercise
of the Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption or the Company has elected to
require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b); provided, however, that
if and when the Public Warrants become redeemable by the Company, the Company may not exercise such redemption right if the issuance
of Ordinary Shares upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue
sky laws or the Company is unable to effect such registration or qualification.


 


6.2. Date Fixed for, and
Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants that are subject to redemption, the
Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by
first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date to the registered
holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in
the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such
notice.


 


6.3. Exercise After Notice of
Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 3 of
this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and
prior to the Redemption Date. In the event the Company determines to require all holders of Warrants to exercise their Warrants on a
“cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary to
calculate the number of Ordinary Shares to be received upon exercise of the Warrants, including the “Fair Market Value” in
such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender
of the Warrants, the Redemption Price.


 


7.
Other Provisions Relating to Rights of Holders of Warrants.


 


7.1. No Rights as
Stockholder. A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder of the Company,
including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to
consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company
or any other matter.


 


7.2. Lost, Stolen,
Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may
on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated,
or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 




    	 	11	 



     


    

 


7.3. Reservation of
Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary
Shares that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4. Registration of Ordinary
Shares. The Company agrees that as soon as practicable after the closing of its initial Business Combination, but in no event later
than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its best efforts to file with the
SEC a registration statement for the registration, under the Act, of the Ordinary Shares issuable upon exercise of the Warrants, and
it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants
were initially offered by the Company and in those states where holders of Warrants then reside, the Ordinary Shares issuable upon exercise
of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become effective
and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions
of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following the closing
of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after
the closing of the Business Combination and ending upon such registration statement being declared effective by the SEC, and during any
other period when the Company shall fail to have maintained an effective registration statement covering the Ordinary Shares issuable
upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section
3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm
with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section
7.4 is not required to be registered under the Act and (ii) the Ordinary Shares issued upon such exercise will be freely tradable
under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company
and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants
have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under
the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or deleted without
the prior written consent of Jefferies LLC.


 


8.
Concerning the Warrant Agent and Other Matters.


 


8.1. Payment of Taxes.
The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in
respect of the issuance or delivery of Ordinary Shares upon the exercise of Warrants, but the Company shall not be obligated to pay
any transfer taxes in respect of the Warrants or such shares.


 






    	 	12	 



     


    

 


8.2.
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1. Appointment of
Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a
successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty
(30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the
Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to
the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the
Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation
organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of
Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority,
powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as
Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent
all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting
in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


8.2.2. Notice of
Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any such
appointment.


 


8.2.3. Merger or
Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Agreement without any further act.


 


8.3.
Fees and Expenses of Warrant Agent.


 


8.3.1. Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will
reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its
duties hereunder.


 


8.3.2. Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant
Agent for the carrying out or performing of the provisions of this Agreement.


 






    	 	13	 



     


    

 


8.4.
Liability of Warrant Agent.


 


8.4.1. Reliance on
Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such
fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved
and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President,
Secretary or Chairman of the Board of Directors of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon
such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2. Indemnity. The
Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company
agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and
reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of
the Warrant Agent’s fraud, gross negligence, willful misconduct, or bad faith.


 


8.4.3. Exclusions. The
Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section
4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that
would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares will,
when issued, be valid and fully paid and nonassessable.


 


8.5. Acceptance of
Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms
and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and
concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary Shares
through the exercise of Warrants.


 


9.
Miscellaneous Provisions.


 


9.1. Successors. All
the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns.


 






    	 	14	 



     


    

 


9.2. Notices. Any
notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to
or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or
private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Company with the Warrant Agent), as follows:


 


Founder SPAC


11752 Lake Potomac Drive

 Potomac MD 20854





Attn: Osman Ahmed


  


Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


 


Continental Stock Transfer & Trust Company 1 

State
Street, 30th Floor


New York, New York 10004 

Attn: Compliance Department


 


with a copy in each case to:


 


Winston & Strawn LLP 

800 Capitol St., Suite 2400


Houston Texas 77002


Attn: Michael J. Blankenship


  


9.3. Applicable Law and
Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all
respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the
application of the substantive laws of another jurisdiction. Subject to applicable law, the Company hereby agrees that any action,
proceeding or claim against it arising out of or relating in any way to this Agreement, including under the Act, shall be brought
and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The
Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty
created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole
and exclusive forum.


 


Any person or entity purchasing
or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in
this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court
other than a court located within the State of New York or the United States District Court for the Southern District of New York (a
“foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal
jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern
District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s
counsel in the foreign action as agent for such warrant holder.


 






    	 	15	 



     


    

 


9.4. Persons Having Rights
under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is
intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the
registered holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition,
stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this
Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the registered
holders of the Warrants.


 


9.5. Examination of the
Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the
Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent may
require any such holder to submit his Warrant for inspection by it.


 


9.6. Counterparts. This
Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7. Effect of
Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the
interpretation thereof.


 


9.8. Amendments. This Agreement
may be amended by the parties hereto without the consent of any registered holder for the purpose of (i) curing any ambiguity or to correct
any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement set forth
in the Prospectus, or curing, correcting or supplementing any defective provision contained herein, or (ii) adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that
the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments, including
any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the registered
holders of at least a majority of the then outstanding Public Warrants. Notwithstanding the foregoing, (a) any amendment to the terms
of the Private Placement Warrants shall only require the consent of the Company and the holders of a majority of the Private Placement
Warrants and (b) the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1
and 3.2, respectively, without the consent of the registered holders.


 






    	 	16	 



     


    

 


9.9. Trust Account
Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account
established by the Company in connection with the Public Offering (as more fully described in the Registration Statement)
(“Trust Account”), including by way of set-off, and shall not be entitled to any funds in the Trust Account under
any circumstance. In the event that the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will
pursue such claim solely against the Company and not against the property held in the Trust Account.


 





9.10. Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as
similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


Exhibit A – Form of Warrant
Certificate


 


Exhibit B – Legend


 


[Signature Page Follows]


 




    	 	17	 



     


    

   


IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day
and year first above written.


 





	 	FOUNDER
                                            SPAC



	 	 	 
	 	By:   	/s/ Osman
    Ahmed
	 	 	Name:  Osman
    Ahmed 
	 	 	Title:    Chief
    Executive Officer


 


	 	CONTINENT AL STOCK TRANSFER & TRUST COMPANY, as Warrant
Agent
	 	 	 
	 	By:	/s/ Erika Young
	 	 	Name:	Erika Young
	 	 	Title:	Vice President 


  


[Signature Page to Warrant
Agreement]


 




     


     


    

 


EXHIBIT A


FORM OF WARRANT CERTIFICATE


 


[See attached]


  




    Ex. A - 1


     


    

 


	NUMBER	 	UNITS
	U-	 	 
	 	 	 





SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP                         


 


FOUNDER SPAC


 


UNITS CONSISTING OF ONE CLASS
A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE


 


THIS CERTIFIES
THAT                          is the owner of                          Units of Founder SPAC, a Cayman Islands exempted company (the “Company”), transferrable
on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


Each Unit
(“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary Share”),
of the Company and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles
the holder to purchase one Ordinary Share (subject to adjustment) for $11.50 per share (subject to adjustment). Each Warrant will be exercisable
during the Exercise Period set forth in the Warrant Agreement referred to below. The Ordinary Shares and Warrants comprising the Units
represented by this certificate are not transferable separately prior to                          , 2021, unless Jefferies LLC elects to allow separate trading
earlier, subject to the Company’s filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing
an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Company’s initial public offering and
issuing a press release announcing when separate trading will begin. No fractional Warrants will be issued upon separation of the Units.
The terms of the Warrants are governed by a Warrant Agreement, dated as of                          , 2021 (the “Warrant Agreement”),
between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions
contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant
Agreement are on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York 10004, and are available to
any Warrant holder on written request and without cost.


 


Upon the consummation of the initial Business
Combination, the Units represented by this certificate will automatically separate into the Class A Ordinary Shares and Warrants comprising
such Units.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar of the Company.


 


This certificate shall be governed by and construed in accordance
with the internal laws of the State of New York.


 


 


Witness the facsimile signature of a duly authorized signatory
of the Company.


 


	 	      
	 	Authorized Signatory
	 	 
	 	 
	 	Transfer Agent




 




     


     


    

 


Founder SPAC


 


The Company will furnish without charge
to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other
special rights of each class of equity or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences
and/or rights.


 


The following abbreviations, when used
in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 	TEN COM	—	as tenants in common	UNIF GIFT MIN ACT	—	 	(Cust)	 
	TEN ENT	—	as tenants by the entireties	 	 	Custodian	 	(Minor)
	 	 	 	 	 	Under Uniform Gifts to Minors Act
	JT TEN	—	as joint tenants with right of survivorship	 	 	 	 	 
	 	 	and not as tenants in common	 	 	 	(State)	 






 


Additional abbreviations may
also be used though not in the above list.


 


	For value received,	 	hereby sell, assign and transfer unto




 


(PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)

 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


 


Units represented by the within certificate, and do
hereby irrevocably constitute and appoint


Attorney to transfer the said Units on the books of
the within named Company with full power of substitution in the premises.


 


Dated


   


		Notice:	The signature to this assignment must correspond with the
name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.



 


Signature(s) Guaranteed:


 


	THE SIGNATURE(S) MUST BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR
RULE)).	 	 



  


As more fully
described in, and subject to the terms and conditions described in, the Company’s final prospectus for its initial public offering
dated, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account
established in connection with the Company’s initial public offering in the event that (i) the Company redeems the Ordinary Shares
sold in its initial public offering and liquidates because it does not consummate an initial Business Combination within the time period
set forth in the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to
time, or (ii) if the holder(s) properly redeem for cash his, her or its respective Ordinary Shares included in the Units represented by
this certificate in connection with (x) a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval
of the proposed initial Business Combination) setting forth the details of a proposed initial Business Combination or (y) a shareholder
vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of
the Company’s obligation to allow redemption in connection with our initial business combination or to redeem 100% of the Ordinary
Shares if it does not consummate an initial Business Combination within the time set forth in the Company’s Amended and Restated
Memorandum and Articles of Association or (B) with respect to any other material provisions relating to shareholders’ rights or
pre-initial Business Combination activity, as the same may be amended from time to time. In no other circumstances shall the holder(s)
have any right or interest of any kind in or to the trust account.


 




     


     


    

 


Exhibit B


 


Legend


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT,
DATED AS OF OCTOBER 14, 2021, BY AND AMONG FOUNDER SPAC (THE “COMPANY”), FOUNDER SPAC SPONSOR LLC AND THE OTHER PARTIES THERETO,
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE
UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A
PERMITTED TRANSFEREE (AS DEFINED IN SECTION 5.6 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH
TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND CLASS A ORDINARY
SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION AND SHAREHOLDER
RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.