Exhibit
10.1


 


FORM
OF 


SECURITIES
PURCHASE AGREEMENT


 


THIS
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 16, 2022 (the “Effective Date”),
is between RUBICON TECHNOLOGIES, INC., a Delaware corporation, with principal executive offices located at 100 West Main Street
Suite #610, Lexington, KY 40507 (the “Company”), and each of the investors listed on the Schedule of Buyers attached
hereto as Schedule I (individually, a “Buyer” and collectively the “Buyers”).


 


WITNESSETH


 


WHEREAS,
the Company and each Buyer desire to enter into this transaction for the Company to sell and the Buyers to purchase the Convertible Debentures
(as defined below) pursuant to an exemption from registration pursuant to Section 4(2) and/or Rule 506 of Regulation D (“Regulation
D”) as promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of
1933, as amended (the “Securities Act”);


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Buyer(s),
as provided herein, and the Buyer(s) shall purchase convertible debentures in the form attached hereto as Exhibit A (the “Convertible
Debentures”) in the principal amount of up to $17,000,000.00 (the “Subscription Amount”), which shall be
convertible into shares of the Company’s Class A common stock, par value $0.0001 (the “Common Stock”) (as converted,
the “Conversion Shares”), and which may be purchased by the Buyer(s) over the course of more than one (1) Closing.
In exchange for the delivery of the Convertible Debentures, the Buyers shall lend to the Company $15,000,000.00 in United States dollars
net of an original issuance discount of $2,000,000.00. The parties hereto desire that at least $10,000,000.00 and no greater than $11,000,000.00
shall be purchased upon the signing of this Agreement (the “First Closing”). The remaining amount, which shall be
no less than $4,000,000.00 and no greater than $5,000,000.00 is to be purchased by Rodina Capital or certain third-party(ies) designated
thereby in a subsequent Closing, which shall occur within 5 days after such Buyer(s) provide(s) written notice to the Company of its
election to purchase the remaining Convertible Debentures (the “Second Closing”) (individually referred to as a “Closing”
and collectively referred to as the “Closings”), at a purchase price equal to 100% of the Subscription Amount (the
“Purchase Price”) in the amount set forth opposite the Buyer’s name on Schedule I. Notwithstanding the above,
Rodina Capital shall retain the right to purchase 100% of the Subscription Amount in the First Closing, upon written notice to the Company
within 30 days of the First Closing Date;


 


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement in a form annexed hereto as Exhibit B (the “Registration Rights Agreement”) pursuant to which the Company
has agreed to provide certain registration rights under the Securities Act and the rules and regulations promulgated there under, and
applicable state securities laws;


 


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Lock-Up Agreement
in a form annexed hereto as Exhibit C (the “Lock-Up Agreement”) pursuant to which each of the Buyers covenants and
agrees to enter into a standard lock-up agreement, with respect to the resale of the Conversion Shares; and


 


WHEREAS,
the Convertible Debentures and the Conversion Shares are collectively referred to herein as the “Securities.”


 


AGREEMENT


 


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


 


1.
PURCHASE AND SALE OF CONVERTIBLE DEBENTURES.


 


(a)
Purchase of Convertible Debentures. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below,
the Company shall issue and sell to the Buyer whom agrees to purchase from the Company at each Closing the Convertible Debentures with
principal amount corresponding with the Subscription Amount set forth opposite the Buyer’s name on Schedule I hereto.


 






     


     


    

 


(b)
Closing Dates. Each Closing of the purchase of Convertible Debentures by the Buyer(s) shall occur at the offices of the Company.
The date and time of each Closing shall be as follows: (i) the First Closing shall be 10:00 a.m., New York time, on the first Business
Day on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually
agreed to by the Company and each Buyer) (the “First Closing Date”), and (ii) the Second Closing shall be 10:00 a.m.,
New York time, no later than 5 days after the Buyer(s) provide written notice to the Company of its election to purchase the remaining
Convertible Debentures, provided the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other
date as is mutually agreed to by the Company and each Buyer) (the “Second Closing Date”) and collectively referred
to as the “Closing Date”). As used herein “BusinessDay” means any day other than a Saturday, Sunday,
or other day on which commercial banks in New York, New York are authorized or required by law to remain closed.


 


(c)
Form of Payment; Deliveries. Subject to the satisfaction of the terms and conditions of this Agreement, on each Closing Date,
(i) the Buyer(s) shall deliver to the Company the Purchase Price for the Convertible Debentures to be issued and sold to the Buyer(s)
at such Closing, minus any fees or expenses to be paid directly from the proceeds of such Closing as set forth herein, and (ii) the Company
shall deliver to the Buyer(s), Convertible Debentures which the Buyer(s) is purchasing at such Closing with a principal amount corresponding
with the Subscription Amount set forth opposite Buyer’s name on Schedule I, duly executed on behalf of the Company.


 


2.
BUYER’S REPRESENTATIONS AND WARRANTIES.


 


The
Buyer represents and warrants to the Company with respect to itself that, as of the date hereof and as of each Closing Date:


 


(a)
Investment Purpose. The Buyer is acquiring the Securities for its own account for investment purposes and not with a view towards,
or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under or exempt from the
registration requirements of the Securities Act; provided, however, that by making the representations herein, such Buyer does not agree,
or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to
dispose of the Securities at any time in accordance with, or pursuant to, a registration statement covering such Securities or an available
exemption under the Securities Act. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any
Person to distribute any of the Securities.


 


(b)
Accredited Investor Status. The Buyer is an “Accredited Investor” as that term is defined in Rule 501(a)(3)
of Regulation D.


 


(c)
Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the
truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire
the Securities.


 


(d)
Information. The Buyer and its advisors (and its counsel), if any, have been furnished with all materials relating to the business,
finances and operations of the Company and information it deemed material to making an informed investment decision regarding his purchase
of the Securities, which have been requested by such Buyer. The Buyer and its advisors, if any, have been afforded the opportunity to
ask questions of the Company and its management. Neither such inquiries nor any other due diligence investigations conducted by such
Buyer or its advisors, if any, or its representatives shall modify, amend, or affect such Buyer’s right to rely on the Company’s
representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a high
degree of risk. The Buyer has sought such accounting, legal and tax advice, as it has considered necessary to make an informed investment
decision with respect to its acquisition of the Securities.


 






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(e)
Transfer or Resale. The Buyer understands that: (i) the Securities have not been registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such
Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form acceptable to the Company and the Company’s
transfer agent, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant
to an exemption from such registration requirements, or (C) such Buyer provides the Company with reasonable assurances (in the form of
seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated
under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following
the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in
accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in
which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities
Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder.


 


(f)
Legends. The Buyer agrees, so long as it’s required by this Section2(f), the Securities will contain a restrictive legend
on the Securities in substantially the following form:


 


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.


 


Certificates
evidencing the Conversion Shares shall not contain any legend (including the legend set forth above), (i) while a registration statement
covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Conversion Shares pursuant
to Rule 144, (iii) if such Conversion Shares are eligible for sale under Rule 144, or (iv) if such legend is not required under applicable
requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). The Buyer
agrees that the removal of restrictive legend from certificates representing Securities as set forth in this Section 3(f) is predicated
upon the Company’s reliance that the Buyer will sell any Securities pursuant to either the registration requirements of the Securities
Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to
a registration statement, they will be sold in compliance with the plan of distribution set forth therein.


 


(g)
Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated
by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.


 


(h)
“No Bad Actors” as defined under Rule 506 of Regulation D of the Securities Act. Neither the Buyer, nor its officers,
director, shareholders or affiliates are subject to the “Bad Actor Disqualification” provisions of Rule 506 of Regulation
D.


 


(i)
Authorization, Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer
and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with its terms,
except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and
remedies.


 


(j)
No Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the
transactions contemplated hereby will not (i) result in a violation of the organizational documents of such Buyer, (ii) conflict with,
or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Buyer is a party
or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws)
applicable to such Buyer, except, in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which
could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to
perform its obligations hereunder.


 






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(k)
Certain Trading Activities. The Buyer has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any
understanding with the Buyer, engaged in any transactions in the securities of the Company (including, without limitation, any Short
Sales (as defined below) involving the Company’s securities) during the period commencing as of the time that the Buyer first contacted
the Company or the Company’s agents regarding the specific investment in the Company contemplated by this Agreement and ending immediately
prior to the execution of this Agreement by such Buyer. The Buyer hereby agrees that it shall not directly or indirectly, engage in any
Short Sales involving the Company’s securities during the period commencing on the date hereof and ending when no Convertible Debentures
remain outstanding. “Short Sales” means all “short sales” as defined in Rule 200 promulgated under Regulation
SHO under the 1934 Act (as defined below). The Buyer is aware that Short Sales and other hedging activities may be subject to applicable
federal and state securities laws, rules and regulations and the Buyer acknowledges that the responsibility of compliance with any such
federal or state securities laws, rules and regulations is solely the responsibility of the Buyer.


 


(l)
Trading Information. Upon the Company’s request, the Buyer agrees to provide the Company with trading reports setting forth
the number and average sales prices of Conversion Shares sold the Buyer during the prior trading week.


 


3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


 


Except
as set forth under the corresponding section of the Disclosure Schedules which Disclosure Schedules shall be deemed a part hereof and
to qualify any representation or warranty otherwise made herein to the extent of such disclosure, the Company hereby makes the representations
and warranties set forth below to each Buyer:


 


(a)
Organization and Qualification. The Company and each of its Subsidiaries are entities, validly existing and in good standing under
the laws of the jurisdiction in which they are formed and have the requisite power and authority to own their properties and to carry
on their business as now being conducted and as presently proposed to be conducted. The Company and each of its Subsidiaries is duly
qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the
nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or
be in good standing would not reasonably be expected to have a Material Adverse Effect (as defined herein).


 


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


 


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


 






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(d)
SEC Documents; Financial Statements. During the one (1) year prior to the date hereof, the Company has timely filed all reports,
schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior
to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents
incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Company has delivered
or has made available to the Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents
not available on the EDGAR system. As of their respective dates, the SEC Documents complied in all material respects with the requirements
of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC
Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied
in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto
as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting
principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in
such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes
or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the
dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements,
to normal year-end audit adjustments which will not be material, either individually or in the aggregate). The reserves, if any, established
by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the
date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No.
5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No
other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including,
without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits
to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which
they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without
limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents
(the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the
Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance
with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend
that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of
the Financial Statements.


 


(e)
Absence of Certain Changes. Since the date of the Company’s most recent audited financial statements contained in a Form 10-K,
there has been no Material Adverse Effect, nor any event or occurrence specifically affecting the Company or its Subsidiaries that would
be reasonably expected to result in a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has taken any steps to
seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding
up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate
involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so.


 


(f)
Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term under
its certificate of incorporation, any certificate of designation, preferences, or rights of any other outstanding series of preferred
stock of the Company or any of its Subsidiaries or bylaws or their organizational charter, certificate of formation, memorandum of association,
articles of association, certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in
violation of any judgment, decree or order or any statute, ordinance, rule, or regulation applicable to the Company or any of its Subsidiaries,
and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases
for violations which would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing,
the Company is not in violation of any of the rules, regulations or requirements of the Principal Market and has no knowledge of any
facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable
future. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory
authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or
permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 






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


 


(h)
Consents. The Company holds an amount of authorized shares sufficient to meet its obligation to issue the Conversion Shares and
holds or has to ability under the Company’s governing or other documents to procure any required consent of the shareholders so
that an amount of Common Stock is authorized for issuance sufficient to meet the Required Reserve Amount (as defined below)


 


4.
COVENANTS.


 


(a)
Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the Company commits to take all action
necessary to at all times have authorized, and reserved for the purpose of issuance, the shares of Common Stock issuable upon conversion
of all of the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible
at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of
the Convertible Debentures) (the “Required Reserve Amount”). If at any time the number of shares of Common Stock authorized
and reserved for issuance is not sufficient to meet the Required Reserved Amount, the Company shall within 60 calendar days take all
corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting
of stockholders to authorize an increase the number of authorized shares to meet the Company’s obligations pursuant to the Transaction
Documents, in the case of an insufficient number of authorized shares, recommending that stockholders vote in favor of an increase in
such authorized number of shares sufficient to meet the Required Reserved Amount.


 


(b)
Conduct of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of Applicable Laws or
any law, ordinance or regulation of any Governmental Entity, except where such violations would not reasonably be expected to result,
either individually or in the aggregate, in a Material Adverse Effect.


 


5.
REGISTER; TRANSFER AGENT INSTRUCTIONS; LEGEND.


 


(a)
Register. The Company shall maintain at its principal executive offices or with the Transfer Agent (or at such other office or
agency of the Company as it may designate by notice to each holder of Securities), a register for the Convertible Debentures in which
the Company shall record the name and address of the Person in whose name the Convertible Debentures have been issued (including the
name and address of each transferee), the amount of Convertible Debentures held by such Person, and the number of Conversion Shares issuable
upon conversion of the Convertible Debentures, as applicable, held by such Person. The Company shall keep the register open and available
during business hours for inspection of any Buyer or its legal representatives.


 


(b)
Transfer Restrictions. The Securities may only be disposed of in compliance with state and federal securities laws. In connection
with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an affiliate
of a Buyer or in connection with a pledge as contemplated herein, the Company may require the transferor thereof to provide to the Company
an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall
be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities
under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement
and shall have the rights and obligations of a Buyer under this Agreement.


 






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(c)
Lock-Up Agreement. In connection with the Closing Dates, each of the Buyers’ covenants and agrees to enter into a standard
Lock-Up Agreement, with respect to the resale of the Conversion Shares, in a form annexed hereto as Exhibit C. Each Lock-Up Agreement
provides that the resale of the Securities issuable upon the conversion of the Debentures will be subject to a lock-up period that shall
be the earlier of (i) 18 months and (ii) such date as YA II PN, Ltd. notifies the Company it has completely sold all shares of Common
Stock under its self-liquidating convertible debenture issued pursuant to the Securities Purchase Agreement, dated as of November 30,
2022, by and between the Company and YA II PN, Ltd (the “Lock-up Period”). The Company and Buyers agree that no extension
nor amendment to the Lock-up Period shall be made, other than as consented by both parties in writing, that would materially affect the
rights of the Buyers.


 


6.
CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.


 


The
obligation of the Company hereunder to issue and sell the Convertible Debentures to Buyer at each Closing is subject to the satisfaction,
at or before each Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit
and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:


 


(a)
Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.


 


(b)
Such Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section
4(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in
accordance with the Closing Statement.


 


(c)
The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of
each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date,
which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material
respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such
Buyer at or prior to such Closing Date.


 


7.
CONDITIONS TO BUYER’S OBLIGATION TO PURCHASE.


 


The
obligation of Buyer hereunder to purchase its Convertible Debentures at each Closing is subject to the satisfaction, at or before each
Closing Date, of each of the following conditions, provided that these conditions are for Buyer’s sole benefit and may be waived by such
Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:


 


(a)
The Company shall have duly executed and delivered to such Buyer the Transaction Documents to which it is a party and the Company shall
have duly executed and delivered to such Buyer a Convertible Debenture with a principal amount corresponding to the Subscription Amount
set forth opposite such Buyer’s name on Schedule I for the Closing.


 


(b)
Such Buyer shall have received the opinion of counsel to the Company, dated as of the First Closing Date, in the form reasonably acceptable
to such Buyer.


 


(c)
The Company shall have provided to the Buyer an executed officer’s certificate in a form satisfactory to the Buyer and dated as
of the Closing Date, as to (i) the Company’s certificate of incorporation, (ii) the bylaws of the Company, and (iii) the Company’s
certificate of good standing, each as in effect at the Closing Date.


 


(e)
The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company as of a date
within ten (10) days of the Closing Date.


 






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(f)
Each and every representation and warranty of the Company shall be true and correct in all material respects (other than representations
and warranties qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of each Closing
Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall
be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants,
agreements and conditions set forth in each Transaction Document required to be performed, satisfied or complied with by the Company
at or prior to each Closing Date.


 


(g)
The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been
suspended, as of each Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the
SEC or the Principal Market have been threatened, as of each Closing Date, either (I) in writing by the SEC or the Principal Market or
(II) by falling below the minimum maintenance requirements of the Principal Market.


 


(h)
The Company shall have obtained all governmental, regulatory, or third-party consents and approvals, if any, necessary for the sale of
the Securities, including without limitation, those required by the Company’s board of directors and the Principal Market, if any.


 


(i)
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, or endorsed
by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated
by the Transaction Documents.


 


(j)
Since the date of execution of this Agreement, no event or series of events shall have occurred that has resulted in or would reasonably
be expected to result in a Material Adverse Effect, or an Event of Default (as defined in the Convertible Debentures).


 


(k)
The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the maximum
number of Conversion Shares issuable pursuant to the Convertible Debentures to be issued at the Closing.


 


(l)
Such Buyer shall have received a letter, duly executed by an officer of the Company, setting forth the wire amounts of Buyer and the
wire transfer instructions of the Company (the “Closing Statement”).


 


(m)
From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the SEC or the Principal Market
(except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the
Closing), and at any time from the date hereof to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall
not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such
service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State
authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity
of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment
of each Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing.


 


(n)
The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the
transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.


 


(o)
The Company shall have filed the Registration Statement with the SEC in accordance with the provisions set forth in the Registration
Rights Agreement, including the filing deadline set froth therein.


 






    8


     


    

 


8.
TERMINATION.


 


In
the event that the First Closing shall not have occurred with respect to Buyer within ten (10) days of the date hereof, then Buyer shall
have the right to terminate its obligations under this Agreement with respect to itself at any time on or after the close of business
on such date without liability of Buyer to any other party; provided, however, (i) the right to terminate this Agreement under this
Section 8 shall not be available to Buyer if the failure of the transactions contemplated by this Agreement to have been consummated
by such date is the result of Buyer’s breach of this Agreement and (ii) the abandonment of the sale and purchase of the Convertible Debentures
shall be applicable only to Buyer providing such written notice. Nothing contained in this Section 8 shall be deemed to release any party
from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to
impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other
Transaction Documents.


 


9.
MISCELLANEOUS.


 


(a)
Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement, and interpretation
of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of
any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the United
States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for
the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction Documents or with any transaction
contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for
such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing
contained herein shall be deemed or operate to preclude any Buyer from bringing suit or taking other legal action against the Company
in any other jurisdiction to collect on the Company’s obligations to such Buyer or to enforce a judgment or other court ruling in favor
of such Buyer. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION
DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. 


 


(b)
Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the
same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event
that any signature is delivered by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such
signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such signature page were an original thereof.


 


(c)
Headings; Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the
masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include”
and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”
“hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in which
they are found.


 


(d)
Entire Agreement, Amendments. This Agreement supersedes all other prior oral or written agreements between the Buyer, the Company,
their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments
referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except
as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking
with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by
the Company and the Buyer.


 






    9


     


    

 


(e)
Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement
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 e-mail addresses
for such communications shall be:


 


(f)


 


	If
    to the Company, to:	Rubicon Technologies, Inc.

                                             100 West Main Street, Suite 610

                                             Lexington, KY 40507

                                             Attn: Philip Rodoni

                                             Telephone: (844) 479-1507

                                             Email: phil.rodoni@rubicon.com

	 	 
	With Copy
    to:	Winston
    & Strawn LLP

    Attn:
    Michael J. Blankenship

    800
    Capitol Street, Suite 2400

    Houston,
    Texas 77002

    Telephone:

    (713)
    651-2678

    E-Mail:
    MBlankenship@winston.com




 


If to a Buyer, to its address and e-mail address set forth on the Schedule I, with copies to such Buyer’s representatives as set forth on the Schedule I,



 


or
to such other address, e-mail address and/or to the attention of such other Person as the recipient party has specified by written notice
given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient
of such notice, consent, waiver or other communication, (B) electronically generated by the sender’s e-mail service provider containing
the time, date, recipient e-mail address or (C) provided by an overnight courier service shall be rebuttable evidence of personal service,
or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively


 


(g)
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns, including any purchasers of any of the Convertible Debentures (but excluding any purchasers of Underlying Securities, unless
pursuant to a written assignment by such Buyer). The Company shall not assign this Agreement or any rights or obligations hereunder without
the prior written consent of the Buyers (other than by merger). In connection with any transfer of any or all its Securities, a Buyer
may assign all, or a portion, of its rights and obligations hereunder in connection with such Securities without the consent of the Company,
in which event such assignee shall be deemed to be a Buyer hereunder with respect to such transferred Securities and agree to in writing
to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the Buyers.


 


(h)
Indemnification.


 


(i)
In consideration of Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition
to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless
Buyer and all of their stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the
foregoing Persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions
contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of
action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of
whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’
fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out
of, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Company in any of the Transaction
Documents, (ii) any breach of any covenant, agreement or obligation of the Company or any Subsidiary contained in any of the Transaction
Documents or (iii) any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third party (including
for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee
that arises out of or results from (A) the execution, delivery, performance or enforcement of any of the Transaction Documents, (B) any
transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities,
or (C) any disclosure properly made to the Buyer pursuant to Section 3 and Section 4 the status of Buyer or holder of the Securities
either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement
(including, without limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief).
To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution
to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.


 






    10


     


    

 


(ii)
In consideration of the Company’s execution and delivery of the Transaction Documents and sale of the Securities thereunder and
in addition to all of the Buyer’s other obligations under the Transaction Documents, the Buyer shall defend, protect, indemnify
and hold harmless the Company, its partners, members, officers, directors, employees and direct or indirect investors and any of the
foregoing Persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions
contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of
action, suits, claims, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether
any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees
and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or
relating to (i) any misrepresentation or breach of any representation or warranty made by Buyer in any of the Transaction Documents.
.. To the extent that the foregoing undertaking by the Buyer may be unenforceable for any reason, Buyer shall make the maximum contribution
to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.


 


(iii)
Promptly after receipt by an Indemnitee under this Section 9(g) of notice of the commencement of any action or proceeding (including
any governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim in respect thereof is to
be made against the Company under this Section 9(g), deliver to the Company a written notice of the commencement thereof, and the Company
shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel
mutually reasonably satisfactory to the Company and the Indemnitee; provided, however, that an Indemnitee shall have the right to
retain its own counsel with the reasonable fees and expenses of such counsel to be paid by the Company if: (A) the Company has agreed
in writing to pay such fees and expenses; (B) the Company shall have failed promptly to assume the defense of such Indemnified Liability
and to employ counsel reasonably satisfactory to such Indemnitee in any such Indemnified Liability; or (C) the named parties to
any such Indemnified Liability (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall
have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnitee and
the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the expense
of the Company, then the Company shall not have the right to assume the defense thereof and such counsel shall be at the expense of the
Company), provided further, that in the case of clause (C) above the Company shall not be responsible for the reasonable fees and expenses
of more than one (1) separate legal counsel for the Indemnitees. The Indemnitee shall reasonably cooperate with the Company in connection
with any negotiation or defense of any such action or Indemnified Liability by the Company and shall furnish to the Company all information
reasonably available to the Indemnitee which relates to such action or Indemnified Liability. The Company shall keep the Indemnitee reasonably
apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable
for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the Company
shall not unreasonably withhold, delay or condition its consent. The Company shall not, without the prior written consent of the Indemnitee,
consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof
the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect to such Indemnified Liability or
litigation, and such settlement shall not include any admission as to fault on the part of the Indemnitee. Following indemnification
as provided for hereunder, the Company shall be subrogated to all rights of the Indemnitee with respect to all third parties, firms or
corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the Company within
a reasonable time of the commencement of any such action shall not relieve the Company of any liability to the Indemnitee under this
Section 9(g), except to the extent that the Company is materially and adversely prejudiced in its ability to defend such action.


 






    11


     


    

 


(iv)
The indemnification required by this Section 9(g) shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, within ten (10) days after bills supporting the Indemnified Liabilities are received by a party.


 


(v)
The indemnity agreement contained herein shall be in addition to (A) any cause of action or similar right of the Indemnitee against the
Company or others, and (B) any liabilities the Company may be subject to pursuant to the law.


 


(i)
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


10.
DEFINITIONS.


 


		i.	“Anti-Bribery
                                            Laws” shall mean of any provision of any applicable law or regulation implementing
                                            the OECD Convention on Combating Bribery of Foreign Public Officials in International Business
                                            Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977,
                                            as amended (the “FCPA”) or any other similar law of any other jurisdiction
                                            in which the Company operates its business, including, in each case, the rules and regulations
                                            thereunder.



 


		ii.	“Applicable
                                            Laws” shall mean applicable laws, statutes, rules, regulations, orders, executive
                                            orders, directives, policies, guidelines, ordinance or regulation of any governmental entity
                                            and codes having the force of law, whether local, national, or international, as amended
                                            from time to time, including without limitation (i) all applicable laws that relate to money
                                            laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable
                                            laws that relate to anti-bribery, anti-corruption, books and records and internal controls,
                                            including the Anti-Bribery Laws, (iii) Sanctions Laws and Anti-Money Laundering Laws.



 


		iii.	“Anti-Money
                                            Laundering Laws” shall mean applicable financial recordkeeping and reporting requirements
                                            and all other applicable U.S. and non-U.S. anti-money laundering laws, rules and regulations,
                                            including, but not limited to, those of the Currency and Foreign Transactions Reporting Act
                                            of 1970, as amended, the United States Bank Secrecy Act, as amended by the USA PATRIOT Act
                                            of 2001, and the United States Money Laundering Control Act of 1986 (18 U.S.C. §§1956
                                            and 1957), as amended, as well as the implementing rules and regulations promulgated thereunder,
                                            and the applicable money laundering statutes of all applicable jurisdictions, the rules and
                                            regulations thereunder and any related or similar rules, regulations or guidelines, issued,
                                            administered or enforced by any governmental agency or self-regulatory.



 


		iv.	“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.



 


		v.	“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), (c) the merger,
                                            consolidation or sale of fifty percent (50%) or more of the assets of the Company or any
                                            subsidiary of the Company in one or a series of related transactions with or into another
                                            entity, or (d) the execution by the Company of an agreement to which the Company is a party
                                            or by which it is bound, providing for any of the events set forth above in (a), (b) or (c).
                                            No transfer to a wholly-owned subsidiary shall be deemed a Change of Control Transaction
                                            under this provision.



 






    12


     


    

 


		vi.	“Commission”
                                            means the Securities and Exchange Commission.



 


		vii.	“Convertible
                                            Securities” means any stock or securities (other than Options) directly or indirectly
                                            convertible into or exercisable or exchangeable for Common Stock.



 


		viii.	“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.



 


		ix.	“Exchange
                                            Act” means the Securities Exchange Act of 1934, as amended.



 


		x.	“Governmental
                                            Entity” means any nation, state, county, city, town, village, district, or other
                                            political jurisdiction of any nature, federal, state, local, municipal, foreign, or other
                                            government, governmental or quasi-governmental authority of any nature (including any governmental
                                            agency, branch, department, official, or entity and any court or other tribunal), multi-national
                                            organization or body; or body exercising, or entitled to exercise, any administrative,
                                            executive, judicial, legislative, police, regulatory, or taxing authority or power of any
                                            nature or instrumentality of any of the foregoing, including any entity or enterprise owned
                                            or controlled by a government or a public international organization or any of the foregoing.



 


		xi.	“Material
                                            Adverse Effect” means any material adverse effect on (i) the business, properties,
                                            assets, liabilities, operations (including results thereof), condition (financial or otherwise)
                                            or prospects of the Company and its Subsidiaries, taken as a whole, (ii) the transactions
                                            contemplated hereby or in any of the other Transaction Documents or any other agreements
                                            or instruments to be entered into by the Company in connection herewith or therewith or (iii)
                                            the authority or ability of the Company to perform any of its obligations under any of the
                                            Transaction Documents (as defined below).



 


		xii.	“Official
                                            Closing Price” means the official closing price as calculated in accordance with
                                            the rules and regulations of the New York Stock Exchange.



 


		xiii.	“Options”
                                            means any rights, warrants or options to subscribe for or purchase shares of Common Stock
                                            or Convertible Securities.



 


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



 


		xv.	“Primary
                                            Market” means any of the New York Stock Exchange, the NYSE MKT, the Nasdaq Global
                                            Market, the Nasdaq Global Select Market, or the OTCQB® Market, and any successor
                                            to any of the foregoing markets or exchanges.



 


		xvi.	“Principal
                                            Market” means the New York Stock Exchange.



 


		xvii.	“Redemption
                                            Premium” means 2% of the Principal amount being redeemed.



 


		xviii.	“Sanctions
                                            Laws” shall mean and all applicable U.S. and non-U.S. laws and regulations, including,
                                            but not limited to, the laws, regulations and Executive Orders and sanctions programs (“Sanctions
                                            Programs”) enforced or administered by the U.S. Office of Foreign Assets Control
                                            (“OFAC”) or the U.S. Departments of State or Commerce, including, without
                                            limitation, (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property
                                            and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism”
                                            (66 Fed. Reg. 49079 (2001)); and any regulations contained in 31 CFR, Subtitle B, Chapter
                                            V.



 


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



 






    13


     


    

 


		xx.	“Subsidiaries”
                                            means any Person in which the Company, directly or indirectly, owns a majority of the outstanding
                                            capital stock having voting power or holds a majority of the equity or similar interest of
                                            such Person, and each of the foregoing, is individually referred to herein as a “Subsidiary”.



 


		xxi.	“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.



 


		xxii.	“Transaction
                                            Document(s)” means, collectively, this Agreement, the Registration Rights Agreement,
                                            the Convertible Debentures, the Lock-Up Agreement(s), and each of the other agreements and
                                            instruments entered into by the Company or delivered by the Company in connection with the
                                            transactions contemplated hereby and thereby, as may be amended from time to time.



 


		xxiii.	“Transfer
                                            Agent” means Continental Stock Transfer & Trust Company.



 


		xxiv.	“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.



 


		xxv.	“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.



 


[REMAINDER
PAGE INTENTIONALLY LEFT BLANK]


 




    14


     


    

 


IN
WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement
to be duly executed as of the date first written above.


 


	 	COMPANY:

	 	 	 
	 	RUBICON
    TECHNOLOGIES, INC.
	 	 	 
	 	By:	 
	 	Name: 	Philip
Rodoni
	 	Title:	Chief
    Executive Officer


 


IN
WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement
to be duly executed as of the date first written above.


 


	 	BUYER:

	 	 	 
	 	By: 	          
	 	Its:	 


 




    15


     


    

 


SCHEDULE
I:


 


SCHEDULE
OF BUYERS


 


	(a)	(b)	(c)
	Buyer
    	Subscription
    Amount of Convertible Debentures	Purchase
    Price 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Aggregate:	$	$
	 	 	 
	Legal
    Representative’s Address and E-Mail Address	 	 



 



    16


     


    

 


EXHIBIT
A


FORM
OF CONVERTIBLE DEBENTURES


 




    17


     


    

 


EXHIBIT
B


FORM
OF REGISTRATION RIGHTS AGREEMENT


 




    18


     


    

 


EXHIBIT
C


FORM
OF LOCK-UP AGREEMENT


 






    19