Exhibit 10.4


 


NEITHER
THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


RUBICON
TECHNOLOGIES, INC.


 


Convertible
Debenture


 


Principal Amount:$7,000,000



Debenture
Issuance Date: November 30, 2022





Debenture
Number: RBT-1


 


FOR
VALUE RECEIVED, RUBICON TECHNOLOGIES, INC. (formerly Founder SPAC), a Delaware corporation (the “Company”), hereby
promises to pay to the order of YA II PN, Ltd., or its registered assigns (the “Holder”) the amount set out above
as the principal amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”)
when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the
terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the
date set out above as the Debenture Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether
upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This
Convertible Debenture (including all debentures issued in exchange, transfer or replacement hereof, this “Debenture”)
was originally issued pursuant to the Securities Purchase Agreement dated as of November 30, 2022, as amended (the “Securities
Purchase Agreement”) between the Company and the Buyers listed on the Schedule of Buyers attached thereto. Certain capitalized
terms used herein are defined in Section 14.


 


 (1) GENERAL TERMS




 


(a) Maturity
Date. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal, accrued
and unpaid Interest, and any other amounts outstanding pursuant to the terms of this Debenture. The “Maturity Date”
shall be May 30, 2024, as may be extended at the option of the Holder. Other than as specifically permitted by this Debenture, the Company
may not prepay or redeem any portion of the outstanding Principal and accrued and unpaid Interest.


 



    


     


    

 


(b) Interest
Rate and Payment of Interest. Interest shall accrue on the outstanding Principal balance hereof at an annual rate equal to 4% (“Interest
Rate”), which Interest Rate shall increase to an annual rate of 15% (i) upon the occurrence and during the continuance of any
Event of Default or (ii) for so long as any Registration Event remains in effect. Interest shall be calculated on the basis of a 365-day
year and the actual number of days elapsed, to the extent permitted by applicable law.


 


 (2) PAYMENTS.




 


(a) Monthly
Payments. If, any time after the Issuance Date set forth above, and from time to time thereafter, (i) the daily VWAP is less than
the Floor Price for five Trading Days during a period of seven consecutive Trading Days (a “Floor Price Trigger”),
or (ii) the Company has issued in excess of 95% of the Common Stock available under the Exchange Cap (an “Exchange Cap Trigger”)
(the last such day of each such occurrence, a “Triggering Date”), then the Company shall make monthly payments beginning
on the 20th Trading Day after the Triggering Date and continuing on the same day of each successive calendar month. Each monthly
payment shall be in an amount equal to the sum of (i) $3,000,000 in the aggregate among this Debenture and all Other Debentures of Principal
(or the outstanding Principal if less than such amount) (the “Triggered Principal Amount”), (ii) the applicable Redemption
Premium (as defined below) in respect of such Triggered Principal Amount, and (iii) accrued and unpaid interest hereunder as of each
payment date. Notwithstanding the foregoing, each Triggered Principal Amount shall be reduced by any Principal and/or accrued and unpaid
interest converted by the Holder in the 30 days prior to such monthly prepayment date. The obligation of the Company to make monthly
prepayments hereunder shall cease (with respect to any payment that has not yet come due) if any time after the Triggering Date (A) the
daily VWAP is greater than the 110% of the Floor Price a period of 5 consecutive Trading Days in the event of a Floor Price Trigger,
(B) the date the Company has obtained stockholder approval to increase the number of Common Stock under the Exchange Cap and/ or the
Exchange Cap no longer applies, in the event of an Exchange Cap Trigger, unless a subsequent Triggering Date occurs.


 


(b) Early
Redemption. The Company at its option shall have the right, but not the obligation, to redeem (“Optional Redemption”)
early a portion or all amounts outstanding under this Debenture as described in this Section; provided that (i) the VWAP of the
Common Stock is less than the Fixed Conversion Price on the Trading Day immediately preceding the date of the Redemption Notice and (ii)
the Company provides the Holder with at least 10 Business Days’ prior written notice (each, a “Redemption Notice”)
of its desire to exercise an Optional Redemption. Each Redemption Notice shall be irrevocable and shall specify the outstanding balance
of the Convertible Debentures to be redeemed and the applicable Redemption Premium. The “Redemption Amount” shall
be equal to the outstanding Principal balance being redeemed by the Company, plus the applicable Redemption Premium, plus all accrued
and unpaid interest. After receipt of the Redemption Notice, the Holder shall have 10 Business Days to elect to convert all or any portion
of Convertible Debentures. On the 11th Business Day after the Redemption Notice, the Company shall deliver to the Holder the Redemption
Amount with respect to the Principal amount redeemed after giving effect to conversions effected during the 10 Business Day period.


 






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(c) Payment
Dates. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be
made on the next succeeding Business Day.


 


 (3) EVENTS OF DEFAULT.




 


(a) An
“Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it
shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order,
rule or regulation of any administrative or governmental body):


 


(i) the
Company’s failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this Debenture
or any Transaction Documents within five (5) Business Days after such payment is due;


 


(ii) The
Company or any Subsidiary of the Company shall commence, or there shall be commenced against the Company or any Subsidiary of the Company
under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any Subsidiary
of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any Subsidiary
of the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or
the Company or any Subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any
such case or proceeding is entered; or the Company or any Subsidiary of the Company suffers any appointment of any custodian, private
or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for
a period of sixty one (61) days; or the Company or any Subsidiary of the Company makes a general assignment of all or substantially all
of its assets for the benefit of creditors; or the Company or any Subsidiary of the Company shall fail to pay, or shall state that it
is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company or any Subsidiary of the Company
shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company
or any Subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in
any of the foregoing; or any corporate or other action is taken by the Company or any Subsidiary of the Company for the purpose of effecting
any of the foregoing;


 


(iii) The
Company or any Subsidiary of the Company shall default in any of its obligations under any other debenture or any mortgage, credit agreement
or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may
be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the
Company or any Subsidiary of the Company in an amount exceeding $1,000,000, whether such indebtedness now exists or shall hereafter be
created and such default is not cured within the time prescribed by the documents governing such indebtedness or if no time is prescribed
within ten (10) Business Days;


 






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(iv) The
Common Stock shall cease to be quoted or listed for trading, as applicable, on any Primary Market for a period of ten (10) consecutive
Trading Days;


 


(v) The
Company or any Subsidiary of the Company shall be a party to any Change of Control Transaction (as defined in Section ‎(14))
unless in connection with such Change of Control Transaction this Debenture is treated, at the option of the Holder, as specified in
clause (A), (B) or (C) of Section (5)(d);


 


(vi) the
Company’s (A) failure to deliver the required number of shares of Common Stock to the Holder within two (2) Trading Days after
the applicable Delivery Date or (B) notice, written or oral, to any holder of the Debentures, including by way of public announcement,
at any time, of its intention not to comply with a request for conversion of any Debentures into shares of Common Stock that is tendered
in accordance with the provisions of the Debentures, other than pursuant to Section (4)(c);


 


(vii) The
Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined herein) within five (5) Business Days
after such payment is due;


 


(viii) The
Company shall fail to observe or perform any other material covenant, agreement or warranty contained in, or otherwise commit any material
breach or default of any provision of this Debenture (except as may be covered by Section ‎(3)(a)(i) through ‎(3)(a)(ix)
hereof) or any Transaction Documents (as defined in Section ‎(14)) which is not cured or remedied within the time prescribed
or if no time is prescribed within ten (10) Business Days.


 


(ix) any
Event of Default (as defined in the Other Debentures) occurs with respect to any Other Debentures.


 


(b) During
the time that any portion of this Debenture is outstanding, if any Event of Default has occurred and is continuing, the full unpaid Principal
amount of this Debenture, together with interest and other amounts owing in respect thereof, to the date of acceleration shall become
at the Holder’s election, immediately due and payable in cash. Furthermore, in addition to any other remedies, to the extent that
this Debenture remains outstanding following an Event of Default or the Maturity Date, the Holder shall continue to have the right (but
not the obligation) to convert this Debenture (subject to the beneficial ownership limitations set out in Section (4)(c)) at any time
after (x) an Event of Default (provided that such Event of Default is continuing) or (y) the Maturity Date at the Conversion Price The
Holder need not provide and the Company hereby waives any presentment, demand, protest or other notice of any kind, (other than required
notice of conversion) and the Holder may immediately enforce any and all of its rights and remedies hereunder and all other remedies
available to it under applicable law. Such declaration may be rescinded and annulled by Holder at any time prior to payment hereunder.
No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.


 






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(4) CONVERSION
OF DEBENTURE.This Debenture shall be convertible into shares of the Company’s Common Stock, on the terms and
conditions set forth in this Section ‎(4).


 


(a) Conversion
Right. Subject to the limitations of Section ‎(4)(c), at any time or times on or after the Issuance Date and so long as this
Debenture remains outstanding, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as
defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section ‎(4)(b), at the Conversion Rate
(as defined below). The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to this Section ‎(4)(a)
shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”). The
Company shall not issue any fraction of a share of Common Stock upon any conversion. All calculations under this Section ‎(4) shall
be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company
shall round such fraction of a share of Common Stock up to the nearest whole share if such fractional share is greater than one-half,
and down to the nearest whole share if such fractional is less than one-half. The Company shall pay any and all transfer, stamp and similar
taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion of any Conversion Amount.


 


(i) “Conversion
Amount” means the portion of the Principal and accrued Interest to be converted, redeemed or otherwise with respect to which
this determination is being made.


 


(ii) “Conversion
Price” means, as of any Conversion Date (as defined below) or other date of determination, the lower of (i) $2.4157 (the “Fixed
Conversion Price”), or (ii) 90% of the lowest daily VWAP during the seven consecutive Trading Days immediately preceding the
Conversion Date (the “Variable Conversion Price”), but not lower than the Floor Price. The Conversion Price shall
be adjusted from time to time pursuant to the other terms and conditions of this Debenture.


 


(b) Mechanics
of Conversion.


 


(i) Optional
Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the
Holder shall (A) transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy
of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the
Company and (B) unless not required by Section ‎(4)(b)(iii), surrender this Debenture to a nationally recognized overnight
delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to
this Debenture in the case of its loss, theft or destruction). On or before the third (3rd) Trading Day following the date
of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) if legends are not required to
be placed on certificates or book entry positions of Common Stock and provided that the Transfer Agent is participating in the Depository
Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of
Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its
Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer
Program or if restrictive legends are required to be placed on certificates or book entry positions of Common Stock, issue and deliver
to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its
designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive
legends unless required pursuant to rules and regulations of the Commission. If this Debenture is physically surrendered for conversion
and the outstanding Principal of this Debenture is greater than the Principal portion of the Conversion Amount being converted, then
the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Debenture and at its
own expense, issue and deliver to the holder a new Debenture representing the outstanding Principal not converted. The Person or Persons
entitled to receive the shares of Common Stock issuable upon a conversion of this Debenture shall be treated for all purposes as the
record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.


 






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(ii) Company’s
Failure to Timely Convert. If within three (3) Trading Days after the Company’s receipt of an email copy of a Conversion Notice
the Company shall fail to issue and deliver a certificate or book entry position to the Holder or credit the Holder’s balance account
with DTC for the number of shares of Common Stock to which the Holder is entitled upon such holder’s conversion of any Conversion
Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction
or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of Common Stock issuable upon such conversion that the
Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days
after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s
total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Common Stock so purchased
(the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or book
entry position (and to issue such Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate
or certificates or book entry position representing such Common Stock and pay cash to the Holder in an amount equal to the excess (if
any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Price on the Conversion
Date.


 


(iii) Book-Entry.
Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Debenture in accordance with the terms
hereof, the Holder shall not be required to physically surrender this Debenture to the Company unless (A) the full Conversion Amount
represented by this Debenture is being converted or (B) the Holder has provided the Company with prior written notice (which notice may
be included in a Conversion Notice) requesting reissuance of this Debenture upon physical surrender of this Debenture. The Holder and
the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use such other
method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon conversion.


 






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(c) Limitations
on Conversions.


 


(i) Beneficial
Ownership. The Holder shall not have the right to convert any portion of this Debenture (or any Other Debenture held by the Holder
or the Pre-Paid Warrant) or receive shares of Common Stock hereunder or under any such Other Debenture to the extent that after giving
effect to such conversion or receipt of such shares of Common Stock, the Holder, together with any affiliate thereof, would beneficially
own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the
number of shares of Common Stock (the “Limitation Amount”) outstanding immediately after giving effect to such conversion
or receipt of shares as payment of interest. Since the Holder will not be obligated to report to the Company the number of shares of
Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue plus any conversions of any Other Debenture
or the Pre-Paid Warrant held by the Holder or its affiliates would result in the issuance of shares of Common Stock in excess of 4.99%
of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an
affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section
will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section
applies, the determination of which portion of the Principal amount of this Debenture is convertible shall be the responsibility and
obligation of the Holder. If the Holder has delivered a Conversion Notice for a Principal amount of this Debenture that, without regard
to any other shares that the Holder or its affiliates may beneficially own other than any Conversion Notices under any Other Debenture
or Exercise Notice under the Pre-Paid Warrant held by the Holder or its affiliates, would result in the issuance in excess of the permitted
amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum Principal amount permitted
to be converted on such Conversion Date in accordance with this Section (4)(c), and any Principal amount tendered for conversion in excess
of the permitted amount hereunder shall remain outstanding under this Debenture. To the extent that Conversion Notices under this Debenture
and any Other Debenture or Exercise Notices under the Pre-Paid Warrant held by the Holder or its affiliates limit the shares of Common
Stock that may be issued pursuant to this Section, the Holder may direct the Company which Conversion Notice or Exercise Notice shall
have precedence. The Limitation Amount may be waived by a Holder (but only as to itself and its affiliates and not to any other Holder)
upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.


 


(a) Principal
Market Limitation. Notwithstanding anything in this Agreement to the contrary, the Company shall not issue any shares of Common Stock
pursuant to the this Debenture, the Other Debentures or the Pre-Paid Warrant if the issuance of such shares of Common Stock, together
with any other related transactions that may be considered part of the same series of transactions, would exceed the aggregate number
of shares of Voting Stock that the Company may issue in this transaction in compliance with the Company’s obligations under the
rules or regulations of the New York Stock Exchange (“NYSE”) (the number of shares which may be issued without violating
such rules and regulations is 32,401,001 and shall be referred to as the “Exchange Cap”), except that such limitation
shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of NYSE
for issuances of shares of Common Stock in excess of such amount or (B) concludes, after consultation with outside counsel to the Company
that such approval is not required, which conclusion shall be reasonably satisfactory to the Buyers. The Exchange Cap shall be appropriately
adjusted for any stock dividend, stock split, reverse stock split or similar transaction.


 






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(ii) Other
Conversion Limitations. The Holder agrees that it shall not convert utilizing the Variable Conversion Price in any calendar month
(being the 1st of the month through the last day of the same month), more than the greater of (a) 25% of the dollar
trading volume of the shares of Common Stock during such calendar month, or (b) $3,000,000. This limitation shall not apply (i) at any
time upon the occurrence and during the continuance of an Event of Default, and (ii) with respect to any conversions utilizing the Fixed
Conversion Price. This limitation may be waived with the consent of the Company.


 


(d) Other
Provisions.


 


(i) [RESERVED]


 


(ii) All
calculations under this Section ‎(4) shall be rounded to the nearest $0.0001 or whole share.


 


(iii) The
Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely
for the purpose of issuance upon conversion of this Debenture as herein provided, free from preemptive rights or any other actual contingent
purchase rights of persons other than the Holder, not less than such number of shares of the Common Stock as shall be issuable (taking
into account the adjustments and restrictions set forth herein) upon the conversion of the outstanding Principal amount of this Debenture
and interest hereunder; and within five (5) Business Days following the receipt by the Company of a Holder’s notice that such minimum
number of Underlying Shares is not so reserved, the Company shall promptly reserve a sufficient number of shares of Common Stock to comply
with such requirement. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and
validly authorized, issued and fully paid, nonassessable and, if the Underlying Shares Registration Statement has been declared effective
under the Securities Act, registered for public sale in accordance with such Underlying Shares Registration Statement.


 


(iv) Nothing
herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section ‎(3)
herein for the Company’s failure to deliver certificates representing shares of Common Stock upon conversion within the period
specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief, in each case without the need to post a bond or provide other security. The
exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under
applicable law.


 


(v) Legal
Opinions. The Company is obligated to use commercially reasonable efforts to cause its legal counsel to deliver legal opinions to
the Company’s transfer agent in connection with any legend removal upon the expiration of any holding period or other requirement
for which the Underlying Shares may bear legends restricting the transfer thereof. To the extent that are not provided (either timely
or at all), then, in addition to being an Event of Default hereunder, the Company agrees to reimburse the Holder for all reasonable costs
incurred by the Holder in connection with any legal opinions paid for by the Holder in connection with sale or transfer of Underlying
Shares of Common Stock. The Holder shall notify the Company of any such costs and expenses it incurs that are referred to in this section
from time to time and all amounts owed hereunder shall be paid by the Company with reasonable promptness.


 






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(5) Adjustments
to Conversion Price


 


(a) Adjustment
of Conversion Price upon Subdivision or Combination of Common Stock. If the Company, at any time while this Debenture is outstanding,
shall (a) pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity
or equity equivalent securities payable in shares of Common Stock, (b) subdivide outstanding shares of Common Stock into a larger number
of shares, (c) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares,
or (d) issue by reclassification of shares of the Common Stock any shares of capital stock of the Company, then the Fixed Conversion
Price and the Floor Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding
treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding
after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in
the case of a subdivision, combination or re-classification.


 


(b) Other
Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental
Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or
in exchange for shares of Common Stock (a “Corporate Event”) that is not a Change of Control Event, the Company shall
make appropriate provision to ensure that the Holder will thereafter have the right to receive upon a conversion of this Debenture, as
determined by the Company in its reasonable discretion, (i) in addition to the shares of Common Stock receivable upon such conversion,
such securities or other assets to which the Holder would have been entitled with respect to such shares of Common Stock had such shares
of Common Stock been held by the Holder upon the consummation of such Corporate Event (without taking into account any limitations or
restrictions on the convertibility of this Debenture) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion,
such securities or other assets received by the holders of shares of Common Stock in connection with the consummation of such Corporate
Event in such amounts as the Holder would have been entitled to receive had this Debenture initially been issued with conversion rights
for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration commensurate with
the Conversion Rate. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Required
Holders and the Company. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be
applied without regard to any limitations on the conversion or redemption of this Debenture.


 


(c) Whenever
the Conversion Price is adjusted pursuant to Section ‎(5) hereof, the Company shall promptly provide the Holder with a written notice
setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.


 






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(d) In
case of any (Change of Control Transaction, a Holder shall have the right as of the effective date of such Change of Control Transaction
to (A) receive payment in cash of 100% of the Principal balance outstanding plus all accrued but unpaid Interest to, but excluding, the
date of payment (which shall be the date of effectiveness of such Change of Control Transaction), (B) convert the aggregate amount of
this Debenture then outstanding and any accrued but unpaid Interest, to but excluding the date of the Change of Control Transaction,
into the same amount of shares of stock and other securities, cash and property as the shares of Common Stock into which such aggregate
Principal amount of this Debenture and accrued but unpaid Interest to, but excluding the date of the Change of Control Transaction, could
have been converted immediately prior to such Change of Control Transaction would have been entitled, or (C) in the case of a Change
of Control Transaction that is a merger or consolidation into a company that has a class of common equity securities listed on the New
York Stock Exchange, the Nasdaq Global Market or the Nasdaq Global Select Market, require the surviving entity to issue to the Holder
a convertible Debenture with a Principal amount equal to the aggregate Principal amount of this Debenture then held by such Holder, plus
all accrued and unpaid interest and other amounts owing thereon, which such newly issued convertible Debenture shall have terms identical
(including with respect to conversion) to the terms of this Debenture, and shall be entitled to all of the rights and privileges of the
Holder of this Debenture set forth herein and the agreements pursuant to which this Debentures were issued. In the case of clause (C),
the newly issued convertible Debenture would be convertible into such amount of securities, cash and property as the shares of Common
Stock into which such aggregate Principal amount of this Debenture and accrued but unpaid Interest to, but excluding the date of the
Change of Control Transaction, could have been converted immediately prior to such Change of Control Transaction. The terms of any such
Change of Control Transaction shall include such terms so as to continue to give the Holder the right to receive the securities, cash
and property set forth in this Section upon any conversion or redemption following such event. This provision shall similarly apply to
successive such events.


 


(6) REISSUANCE
OF THIS DEBENTURE.


 


(a) Transfer.
If this Debenture is to be transferred, the Holder shall surrender this Debenture to the Company, whereupon the Company will forthwith
issue and deliver upon the order of the Holder a new Debenture (in accordance with Section ‎(6)(d)), registered in the name of the
registered transferee or assignee, representing the outstanding Principal being transferred by the Holder (along with any accrued and
unpaid interest thereof) and, if less than the entire outstanding Principal is being transferred, a new Debenture (in accordance with
Section ‎(6)(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance
of this Debenture, acknowledge and agree that, by reason of the provisions of Section ‎(4)(b)(iii) following conversion or redemption
of any portion of this Debenture, the outstanding Principal represented by this Debenture may be less than the Principal stated on the
face of this Debenture.


 


(b) Lost,
Stolen or Mutilated Debenture. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Debenture, and, in the case of loss, theft or destruction, of any indemnification undertaking by the
Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Debenture, the Company
shall execute and deliver to the Holder a new Debenture (in accordance with Section ‎(6)(d)) representing the outstanding Principal.


 






    10


     


    

 


(c) Debenture
Exchangeable for Different Denominations. This Debenture is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Debenture or Debentures (in accordance with Section ‎(6)(d)) representing in the aggregate the outstanding
Principal of this Debenture, and each such new Debenture will represent such portion of such outstanding Principal as is designated by
the Holder at the time of such surrender.


 


(d) Issuance
of New Debentures. Whenever the Company is required to issue a new Debenture pursuant to the terms of this Debenture, such new Debenture
(i) shall be of like tenor with this Debenture, (ii) shall represent, as indicated on the face of such new Debenture, the Principal remaining
outstanding (or in the case of a new Debenture being issued pursuant to Section 5‎(6)(a) or Section 5‎(6)(c), the Principal designated
by the Holder which, when added to the Principal represented by the other new Debentures issued in connection with such issuance, does
not exceed the Principal remaining outstanding under this Debenture immediately prior to such issuance of new Debentures), (iii) shall
have an issuance date, as indicated on the face of such new Debenture, which is the same as the Issuance Date of this Debenture, (iv)
shall have the same rights and conditions as this Debenture, and (v) shall represent accrued and unpaid Interest from the Issuance Date.


 


(7) NOTICES.Any
notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing by letter
and email and will be deemed to have been delivered: upon the later of (A) either (i) receipt, when delivered personally or (ii) one
(1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to
the party to receive the same and (B) receipt, when sent by electronic mail. The addresses and email addresses for such communications
shall be:


 


	If
    to the Company, to:	RUBICON
    TECHNOLOGIES, INC.
	 	100
                                            W Main Street

                                                                                                    Suite 610

                                                                                                    Lexington, KY 40507

                                                                                                    Attention: General Counsel

                                                                                                    E-Mail: bill.meyer@rubicon.com

    

	 	 
	with
                                            a copy (which shall not constitute notice) to:

     

     
	Gibson,
                                            Dunn & Crutcher LLP

    

    555
    Mission Street, Suite 3000

    San
Francisco, CA 94105-0921

     

    

    

    Attention:
    Stewart McDowell; Evan D’Amico

    E-Mail: smcdowell@gibsondunn.com;

    edamico@gibsondunn.com

     

	




    11


     


    


	 

    
	 

	If
    to the Holder:	YA
    II PN, Ltd
	 	c/o
                                            Yorkville Advisors Global, LLC

    

    1012
    Springfield Avenue

	 	Mountainside,
    NJ 07092
	 	Attention:
    Mark Angelo
	 	Telephone:
    201-985-8300
	 	Email:  Legal@yorkvilleadvisors.com


 


or
at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice
given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given
by the recipient of such notice, consent, waiver or other communication, (ii) electronically generated by the sender’s email service
provider containing the time, date, recipient email address or (iii) provided by a nationally recognized overnight delivery service,
shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service
in accordance with clause (i), (ii) or (iii) above, respectively.


 


(8) Except
as expressly provided herein, no provision of this Debenture shall alter or impair the obligations of the Company, which are absolute
and unconditional, to pay the Principal of, interest and other charges (if any) on, this Debenture at the time, place, and rate, and
in the coin or currency, herein prescribed. This Debenture is a direct obligation of the Company. As long as this Debenture is outstanding,
the Company shall not and shall cause their subsidiaries not to, without the consent of the Holder, (i) amend its certificate of incorporation,
bylaws or other charter documents so as to adversely affect any rights of the Holder; (ii) repay, repurchase or offer to repay, repurchase
or otherwise acquire shares of its Common Stock or other equity securities; or (iii) enter into any agreement with respect to any of
the foregoing.


 


(9) This
Debenture shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the right
to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other
proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the terms hereof.


 


(10) This
Debenture shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts
of laws thereof. Each of the parties consents to the jurisdiction of the Supreme Court of the State of New York located in the City of
New York, Borough of Manhattan, and the U.S. District Court for the Southern District of New York in connection with any dispute
arising under this Debenture and hereby waives, to the maximum extent permitted by law, any objection, including any objection based
on forum non conveniens to the bringing of any such proceeding in such jurisdictions. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN)
OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES’ ACCEPTANCE OF THIS AGREEMENT.


 






    12


     


    

 


(11) If
the Company fails to strictly comply with the terms of this Debenture, then the Company shall reimburse the Holder promptly for all fees,
costs and expenses, including, without limitation, attorneys’ fees and expenses incurred by the Holder in any action in connection
with this Debenture, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with
the rendering of legal advice as to the Holder’s rights, remedies and obligations, (ii) collecting any sums which become due to
the Holder, (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection, preservation
or enforcement of any rights or remedies of the Holder.


 


(12) Any
waiver by the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this Debenture. The failure of the Holder to insist upon strict adherence
to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter
to insist upon strict adherence to that term or any other term of this Debenture. Any waiver must be in writing.


 


(13) If
any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture 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.
If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the
applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company
covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying
all or any portion of the Principal of or interest on this Debenture as contemplated herein, wherever enacted, now or at any time hereafter
in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so)
hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder,
delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though
no such law has been enacted.


 


(14) CERTAIN
DEFINITIONS. For purposes of this Debenture, the following terms shall have the following meanings:


 


(a) “Bloomberg”
means Bloomberg Financial Markets.


 


(b) “Business
Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day
on which banking institutions are authorized or required by law or other government action to close.


 






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(c) “Change
of Control Transaction” means the occurrence of (a) an acquisition after the date hereof by an individual or legal entity or
“group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal
or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting
power of the Company (except that the acquisition of voting securities by the Holder or any other current holder of convertible securities
of the Company shall not constitute a Change of Control Transaction for purposes hereof), (b) a replacement at one time or over time
of more than one-half of the members of the board of directors of the Company (other than as due to the death or disability of a member
of the board of directors) which is not approved by a majority of those individuals who are members of the board of directors on the
date hereof (or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of
directors was approved by a majority of the members of the board of directors who are members on the date hereof), or (c) the merger,
consolidation or sale of fifty percent (50%) or more of the consolidated assets of the Company and its Subsidiaries in one or a series
of related transactions with or into another entity of which the holders a majority of voting securities of the Company immediately prior
to the consummation of such transaction do not hold at least a majority of the voting securities of resulting or acquiring entity immediately
following such transaction. No transfer to a wholly-owned Subsidiary shall be deemed a Change of Control Transaction under this provision.


 


(d) “Closing
Price” means the price per share in the last reported trade of the Common Stock on a Primary Market or on the exchange which
the Common Stock is then listed as quoted by Bloomberg.


 


(e) “Commission”
means the Securities and Exchange Commission.


 


(f) “Common
Stock” means the Class A common stock, par value $0.0001, of the Company and stock of any other class into which such shares
may hereafter be changed or reclassified.


 


(g) “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(h) “Floor
Price” means $0.25 per share.


 


(i) “Fundamental
Transaction” means any of the following: (1) the Company effects any merger or consolidation of the Company with or
into another Person and the Company is the non-surviving company (other than a merger or consolidation with a wholly owned Subsidiary
of the Company for the purpose of redomiciling the Company), (2) the Company effects any sale of all or substantially all of its assets
in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed
pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or
(4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock
is effectively converted into or exchanged for other securities, cash or property.


 


(j) “Other
Debentures” means any other debentures issued pursuant to the Securities Purchase Agreement and any other debentures, notes,
or other instruments issued in exchange, replacement, or modification of the foregoing.


 


(k) “Person”
means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof
or a governmental agency.


 






    14


     


    

 


(l) “Pre-Paid
Warrant” means the Warrant dated as of November 30, 2022 between the Company and YA II PN, Ltd.


 


(m) “Primary
Market” means any of NYSE, the Nasdaq Global Market, the Nasdaq Global Select Market, or the OTC QB, and any successor to any
of the foregoing markets or exchanges.


 


(n) “Redemption
Premium” means (i) 7% of the Principal amount paid pursuant to a monthly payment in accordance with Section 2(a), or (ii) 10%
of the Principal amount paid pursuant to an Optional Redemption in accordance with Section 2(b).


 


(o) “Registration
Event” shall mean an Event under Section 2(e) of the Registration Rights Agreement (as defined in the Securities Purchase Agreement).


 


(p) “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


(q) “Subsidiary”
means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total
voting power of shares of capital stock or other interests (including partnership interests) entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled,
directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries
of such Person.


 


(r) “Trading
Day” means a day on which the shares of Common Stock are quoted or traded on a Primary Market on which the shares of Common
Stock are then quoted or listed; provided, that in the event that the shares of Common Stock are not listed or quoted, then Trading Day
shall mean a Business Day.


 


(s) “Transaction
Documents” shall have the meaning set forth in the Securities Purchase Agreement.


 


(t) “Underlying
Shares” means the shares of Common Stock issuable upon conversion of this Debenture or as payment of interest in accordance
with the terms hereof.


 


(u) “Underlying
Shares Registration Statement” means a registration statement meeting the requirements set forth in the Registration Rights
Agreement, covering among other things the resale of the Underlying Shares and naming the Holder as a “selling stockholder”
thereunder.


 


(v) “Voting
Stock” means the Common Stock and the Class V common stock, par value $0.0001, of the Company and stock of any other class
into which such shares may hereafter be changed or reclassified.


 


(w) “VWAP”
means, for any security as of any date, the daily dollar volume-weighted average price for such security on the Primary Market as reported
by Bloomberg through its “Historical Prices – Px Table with Average Daily Volume” functions.


 






    15


     


    




 


IN
WITNESS WHEREOF, the Company has caused this Convertible Debenture to be duly executed by a duly authorized officer as of the date
set forth above.


 


	 	COMPANY:
	 	RUBICON
    TECHNOLOGIES, INC.
	 	

	 	By:	/s/
    Kevin Schubert
	 	Name:	Kevin Schubert
	 	Title:	President


 









    


     


    

 


EXHIBIT
I

CONVERSION NOTICE


 


(To
be executed by the Holder in order to Convert the Debenture)


 


TO:
RUBICON TECHNOLOGIES, INC.


 


Via
Email: 


 


The
undersigned hereby irrevocably elects to convert a portion of the outstanding and unpaid Conversion Amount of Debenture No. RBT-1 into
shares of Common Stock of Rubicon Technologies, Inc., according to the conditions stated therein, as of the Conversion Date written
below.


 


	Conversion
    Date:	 
	Principal
    Amount to be Converted:	 
	Accrued
    Interest to be Converted:	 
	Total
    Conversion Amount to be converted:	 
	Fixed
    Conversion Price: 	 
	Variable
    Conversion Price:	 
	Applicable
    Conversion Price:	 
	Number
    of shares of Common Stock to be issued:	 
	 	 
	Please
    issue the shares of Common Stock in the following name and deliver them to the following account:
	Issue
    to:	
	Broker
    DTC Participant Code:	
	Account
    Number:	



 


	Authorized Signature:		



	Name:	 	



	Title: