Item 1.01 Entry into a Material Definitive Agreement




Term Loan Credit Agreement

On June 7, 2023, the Borrowers, the Guarantors, the lenders party thereto and Acquiom Agency Services LLC, as agent, entered into a Credit, Security and Guaranty Agreement ("Term Loan Agreement") providing for a term loan credit facility in an aggregate term loan commitment amount of $75 million ("Term Loan Facility").

The Term Loan Facility is secured by first priority liens on the Term Priority Collateral (as defined in the Intercreditor Agreement referenced in the Term Loan Agreement) of the Credit Parties and second priority liens on the ABL Priority Collateral. All obligations under the Term Loan Agreement are unconditionally guaranteed by the Guarantors.

The Term Loan matures on the earlier to occur of (i) June 7, 2025, provided that, subject to certain conditions, the maturity date may automatically extend to June 7, 2026 and (ii) the Maturity Date (as defined in the ABL Credit Agreement) for any reason other than as a result of item (b) of the definition thereof. Borrowings under the Term Loan Agreement bear interest at the Applicable Reference Rate (as defined in the Term Loan Agreement) plus the Applicable Margin (as defined in the Term Loan Agreement).

The Term Loan Agreement grants to each Lender, beginning on October 7, 2023 until all of the Obligations (as defined in the Term Loan Agreement), at its election, to convert all or any portion of the principal outstanding balance of its Term Loans (as defined in the Term Loan Agreement) into fully paid and non-assessable Class A common stock, par value $0.0001 per share of Rubicon Technologies, Inc. as per the conversion formula set forth in Section 13.20 of the Term Loan Agreement; provided that, in no event shall the aggregate Conversion Amount (as defined in the Term Loan Agreement) (x) result in an issuance of Conversion Shares greater than 19.99% of the number of shares of Common Stock outstanding or (y) $10,000,000.

The Term Loan Agreement contains customary negative covenants, which limit the Credit Parties' ability to incur additional indebtedness, create liens, make investments, make restricted payments or specified payments and merge or acquire assets, among other things. The Term Loan Agreement contains customary events of default, including payment defaults, material breaches of representations and warranties, covenant defaults, default on other material indebtedness, customary ERISA events of default, bankruptcy and insolvency, material judgments, invalidity of liens on collateral, change of control or cessation of business. The Term Loan Agreement also contains customary affirmative covenants, financial covenants, and representations and warranties.

The foregoing description of the Term Loan Credit Agreement is qualified in its entirety by reference to the full text of the Term Loan Credit Agreement, which is attached to this Current Report on Form 8-K as exhibit 10.1 and which is incorporated herein by reference.

ABL Credit Agreement

On June 7, 2023, Rubicon Technologies Holdings, LLC, a Delaware limited liability company, Rubicon Technologies International, Inc., a Delaware corporation, Rubicon Global, LLC, a Delaware limited liability company, Cleanco LLC, a New Jersey limited liability company, Charter Waste Management, Inc., a Delaware corporation, RiverRoad Waste Solutions, Inc., a New Jersey corporation, and each other person from time to time party thereto as a borrower (the "Borrowers"), Rubicon Technologies, Inc., a Delaware corporation, and each other person from time to time party thereto as a guarantor (collectively, the "Guarantors" and together with Borrowers, the "Credit Parties"), the lenders party thereto and Midcap Funding IV Trust, a Delaware statutory trust, as agent, entered into a Credit, Security and Guaranty Agreement (the "ABL Credit Agreement") providing for an asset-backed revolving credit facility in an aggregate revolving loan committed amount of $90 million (the "ABL Credit Facility").

The ABL Credit Facility is secured by first priority liens on the ABL Priority Collateral (as defined in the Intercreditor Agreement referenced in the ABL Credit Agreement) of the Credit Parties and third priority liens on the Term Priority Collateral (as defined in the Intercreditor Agreement referenced in the ABL Credit Agreement). All obligations under the ABL Credit Agreement are unconditionally guaranteed by the Guarantors.




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Borrowings under the ABL Credit Agreement bear interest at the sum of the SOFR interest rate plus an initial margin equal to 4.25% per annum, which may stepdown to 3.95% per annum if the Borrowers can demonstrate a fixed charge coverage ratio greater than or equal to 1.10 to 1.00 for certain defined periods. The ABL Credit Agreement has a maturity date that is the earlier of (i) the date that is three (3) years following the closing date and (ii) if any obligations or revolving loan commitments remain outstanding on the date that is 90 days prior to the final maturity of the Term Loan Agreement (as defined in the ABL Credit Agreement), the Springing Maturity Date (as defined in the ABL Credit Agreement).

The ABL Credit Agreement contains customary negative covenants, which limit the Credit Parties' ability to incur additional indebtedness, create liens, make investments, make restricted payments or specified payments and merge or acquire assets, among other things. The ABL Credit Agreement contains customary events of default, including payment defaults, material breaches of representations and warranties, covenant defaults, default on other material indebtedness, customary ERISA events of default, bankruptcy and insolvency, material judgments, invalidity of liens on collateral, change of control or cessation of business. The ABL Credit Agreement also contains customary affirmative covenants, financial covenants, and representations and warranties.

The foregoing description of the ABL Credit Agreement is qualified in its entirety by reference to the full text of the ABL Credit Agreement, which is attached to this Current Report on Form 8-K as exhibit 10.2 and which is incorporated herein by reference.

Amendment to Subordinated Term Loan Agreement

On June 7, 2023, the Borrowers and Guarantors entered into an amendment (the "Subordinated Term Loan Amendment") to the $20.0 million subordinated term loan facility entered into on December 22, 2021 (as amended, restated, supplemented or otherwise modified immediately prior to giving effect to the Subordinated Term Loan Amendment, the "Existing Subordinated Term Loan Credit Agreement" and after giving effect to the Subordinated Term Loan Amendment, the "Subordinated Term Loan Credit Agreement") with Mizzen Capital LP, a Delaware limited partnership, as agent for the lenders party thereto (in such capacity, the "Subordinated Term Loan Agent"), and the lenders party thereto.

The Subordinated Term Loan Amendment amends the Existing Subordinated Term Loan Credit Agreement to (i) add Rubicon Technologies Holdings, LLC, Cleanco LLC, Charter Waste Management, Inc., and Rubicon Technologies International, Inc. as new borrowers under the Subordinated Term Loan Credit Agreement, (ii) add . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities

In connection with the Term Loan Agreement, Rubicon Technologies, Inc. (the "Company") agreed to issue the Lenders warrants to purchase shares of the Company's common stock (the "Warrants"). The exercise price per share for the Warrants $0.01. Warrants to purchase [15,699,867] shares of the Company's common stock were issued. The Warrants contain customary registration rights and expire on June 7, 2033.

The foregoing description of the Warrants is qualified in its entirety by reference to the full text of the Form of Warrant Agreement, which is attached to this Current Report on Form 8-K as exhibit 4.1 and which is incorporated herein by reference.




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Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

Exhibits No.   Description
4.1              Form of Warrant Agreement by and between Rubicon Technologies, Inc.
               and each holder thereto.
10.1             Credit, Security and Guaranty Agreement, dated as of June 7, by and
               among the Borrowers, Guarantors and Acquiom Agency Services LLC.
10.2             Credit, Security and Guaranty Agreement, dated as of June 7, by and
               among the Borrowers, Guarantors, and Midcap Funding IV, Trust.
10.3             Fourth Amendment to Subordinated Term Loan Agreement, dated as of June
               7, 2023, by and among the Borrower, Guarantors, and Mizzen Capital LP.
10.4             Form of Amendment to Convertible Debenture (First Closing).
10.5             Form of Amendment to Convertible Debenture (Second Closing).
104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document)




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