Exhibit 10.2


ACM ARRT F LLC


One Rockefeller Center, 32nd Floor


New York, NY 10020


 


November 30, 2022


 


VIA E-MAIL


 


Rubicon Technologies, Inc.


Rubicon Technologies Holdings, LLC


950 E. Paces Ferry Road


Suite 1900


Atlanta, GA 30326


Email: bill.meyer@rubicon.com


Attention: William Meyer, General Counsel


 


		Re:	Agreement (the “Agreement”) By and Among Rubicon Technologies, Inc. (f/k/a Founder SPAC) (the “Company”),
Rubicon Technologies Holdings, LLC (f/k/a Rubicon Technologies, LLC) (“Rubicon”), and ACM ARRT F LLC (the “Seller,”
“we,” “us,” and “our”), Dated as of August 4, 2022 (the “Forward Purchase Agreement”)



 


To the above-referenced party:


 


1. The
parties hereto desire to terminate the Forward Purchase Agreement and the Transactions (as defined therein) (collectively, the “Obligations”),
and agree such Obligations shall be terminated and of no further force or effect as of the date hereof, other than Paragraph (i) (Securities
Contract; Swap Agreement) under the Section entitled “Other Provisions” of the Forward Purchase Agreement, which will
remain in full force and effect, upon the concurrent:


 


		(a)	Payment by the Company to Seller of a one-time cash payment of $6,000,000 by wire transfer of immediately
available funds to the account designated on Schedule A (the “Termination Fee”).



 


		(b)	Forfeiture by Seller, for no additional consideration, of those 2,222,119 shares of Class A common stock,
par value $0.0001, of the Company (“Class A Common Stock”), that it holds pursuant to the Forward Purchase Agreement. Such
forfeiture shall be effectuated by Seller transferring such shares to the Company via a Deposit & Withdrawal at Custodian (“DWAC”)
request to Continental Stock Transfer & Trust Company, the transfer agent for the Company, whereby such shares will be deemed forfeited
and cancelled without any further action or consent of Seller.



 


2. In
consideration of the terms of this letter and other valuable consideration, each of (a) the Company and Rubicon, jointly and severally,
and (b) the Seller, individually, on behalf of itself and its respective present and former agents (including attorneys), representatives,
family members, predecessors, successors, assigns, heirs, distributees, executors, administrators, estates, trusts, beneficiaries (as
applicable) and all other persons or entities acting by, through, or in concert with it, or acting at its direction or on its behalf,
hereby knowingly, voluntarily, and expressly releases, remits, acquits, waives, holds harmless, and
forever discharges the Seller (in the case of Rubicon and the Company) and Rubicon and the Company (in the case of the Seller) and all
of the respective current and former representatives, entities, affiliates, agents (including attorneys), heirs, administrators, executors,
trustees, beneficiaries, successors and assigns (as applicable), from any and all causes of action, suits, liens, orders, debts, accounts,
covenants, agreements, contracts, promises, controversies, damages, liabilities, obligations, payments, judgments, costs, charges,
penalties, forfeitures, expenses, attorneys’ fees, claims, demands, disputes, objections, and challenges of
whatever kind or nature, at law or in equity, in tort or in contract, by statute, pursuant to case law or otherwise, whether now known
or unknown, foreseen or unforeseen, vested or contingent, suspected or unsuspected, and which have existed or may have existed, which
do exist or may in the future exist, including, but not limited to, those claims arising out of or relating to the Forward Purchase Agreement,
from the beginning of the world to the date of this Agreement.


 






     


     


    

 


3. Seller
agrees that it shall not Transfer any of the 500,000 shares of Class A Common Stock that it holds pursuant to the Forward Purchase Agreement
(the “Lock-Up Shares”) until the eighteen month anniversary of the date hereof (the “Lock-Up Expiration”). Any
action taken in violation of the foregoing sentence shall be null and void ab initio. “Transfer” shall mean the (a) sale of,
offer to sell, contract or agreement to sell, assign, transfer (including by operation of law), gift, hypothecate, pledge, grant of any
option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent
position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act,
and the rules and regulations promulgated thereunder, with respect to, any security, (b) entry into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction
is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction
specified in clause (a) or (b).


 


4. Each
party hereto agrees that, for the avoidance of doubt, in addition to receipt of the Termination Fee, Seller shall retain the Prepayment
Amount (as defined in the Forward Purchase Agreement) and the Share Consideration (as defined in the Forward Purchase Agreement) in full,
and holds all rights, title and interest, free and clear of any and all liens, charges, encumbrances, debts, obligations and liabilities
whatsoever, in such amounts; and that the waivers set forth herein, include a waiver of any claims of Rubicon
and the Company to such amounts.


 


5. Each
party hereto hereby represents and warrants that the execution of this Agreement has been duly authorized by all necessary corporate action
on its part and that the officer or other agent executing this Agreement on its behalf has the authority to execute the same and to bind
it to the terms and conditions of this Agreement.


 


6. Seller
represents and warrants to Rubicon and the Company that after taking effect to the forfeiture by Seller of the 2,222,119 shares of Class
A Common Stock pursuant to this Agreement of the obligations set forth herein, Seller will hold not more than 500,000 shares of Class
A Common Stock (as defined in the Forward Purchase Agreement) as of such date, which shares shall constitute the Lock-Up Shares.


 


7. The
Company and its subsidiaries have not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any
knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any
fact which would reasonably lead a creditor to do so.  The Company and its subsidiaries will not be Insolvent (as defined below)
after giving effect to the transactions contemplated hereby, including without limitation, payment of the Termination Fee.  For purposes
of this Section 7, “Insolvent” means that as of the date hereof (i) the present fair saleable value of the Company’s
assets is less than the amount required to pay the Company’s total indebtedness or (ii) the Company is unable to pay its debts and
liabilities, subordinated, contingent or otherwise, as such debts and liabilities reach their scheduled maturities.


 


8. THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT.


 


9. This
Agreement may be executed in any number of counterparts by original, facsimile or email signature. All executed counterparts shall constitute
one Agreement not withstanding that all signatories are not signatories to the original or the same counterpart. Facsimile and scanned
signatures are considered original signatures.


 


10. Each
party will bear its own legal expenses in the execution of this Agreement.


 


 


[Signature Page Follows]




     


     


    

 


This letter was provided in
compliance with the notice provisions and requirements of the Forward Purchase Agreement.


 


	 	ACM ARRT F LLC
	 	 
	 	By: 	/s/ Ivan Zinn
	 	Name:  	Ivan Zinn
	 	Title: 	Authorized Signatory


 


Agreed:


 


	RUBICON TECHNOLOGIES, INC.	 
	 	 
	By: 	/s/ Kevin Schubert	 
	Name:  	Kevin Schubert	 
	Title: 	President	 
	 	 
	RUBICON TECHNOLOGIES HOLDINGS, LLC	 
	 	 
	By:	/s/ Kevin Schubert	 
	Name: 	Kevin Schubert	 
	Title: 	President	 


 


With a copy to:


 


Loeb & Loeb LLP


345 Park Avenue


New York, New York 10154


Attention: Mitchell Nussbaum, Esq.


E-mail: mnussbaum@loeb.com


 


 


[Signature Page to FPA Termination Letter Agreement]


  




     


     


    

 


SCHEDULE A


Wire Instructions


 


[Wire Instructions]