Exhibit 10.8


 





 


November
30, 2022


 


Ladies
and Gentlemen:


 


Reference
is made to the Standby Equity Purchase Agreement dated as of August 31, 2022 (the “SEPA”) between Rubicon Technologies,
Inc., a Delaware corporation (the “Company”), and YA II PN, Ltd. (“Investor”). Capitalized terms
not defined herein shall have the meanings given to them in the SEPA.


 


The
parties hereto hereby agree that the definition of Maximum Advance Amount set forth in the SEPA shall be deleted in its entirety and
replaced with the following:


 


“Maximum
Advance Amount” in respect of each Advance Notice means an amount equal to the average Daily Traded Value of Common Shares
on the Company’s Principal Market on the five (5) Trading Days immediately preceding an Advance Notice.


 


The
parties hereto hereby agree that the Company’s compliance or satisfaction of all covenants, representations and warranties, conditions
or other provisions of the SEPA referencing or requiring the timely filing of reports, schedules, forms, statements and other documents
required to be filed by the Company with the SEC pursuant to the Exchange Act (or the rules and regulations thereunder) shall, in each
case, be determined giving effect to permissible extensions for the filing thereof in accordance with Rule 12b-25 under the Exchange
Act.


 


The
Company hereby agrees that it shall not file any Registration Statement for the registration of the resale by the Investor of the Registrable
Securities (as defined in the Registration Rights Agreement) until after the effectiveness of a Registration Statement filed pursuant
to the Registration Rights Agreement (the “Registration Rights Agreement”) of even date herewith between the Company
and the Investor covering the resale of at least 18,000,000 Conversion Shares (as defined in the Registration Rights Agreement).


 


The
SEPA (and the amendments to the SEPA made herein), the Securities Purchase Agreement of even date herewith (the “SPA”),
and any Transaction Document (as defined in the SPA) are for the sole benefit of the parties thereto and their respective successors
and permitted assigns and nothing herein or in the SEPA, the SPA, or any Transaction Document, express or implied, is intended to or
shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever.


 


For
the avoidance of doubt and subject to the foregoing, it is the intention of the parties hereto that the SEPA (as amended hereby) shall
remain in full force and effect from the date hereof until the termination of the SEPA pursuant to the terms thereof.


 









    


    


    

 


IN
WITNESS WHEREOF, each of the Investor and Issuer has executed or caused this letter agreement to be executed by its duly authorized
representative as of the date set forth above.


 





INVESTOR:

 





YA II PN, LTD. 




 


	By:	Yorkville Advisors Global, LP	 
	Its:	Investment Manager	 
	 	 	 	 
	 	By:	Yorkville Advisors Global II, LLC	 
	 	Its:	General Partner	 
	 	 	 	 
	 	By:	/s/ Matt Beckman	 
	 	Name:	Matt Beckman	 



 


ISSUER:


 


RUBICON TECHNOLOGIES, INC.


 


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