Form S-4/A Founder SPAC

 

Exhibit 4.5

 

SPECIMEN CLASS A COMMON STOCK CERTIFICATE

 

NUMBER	NUMBER OF SHARES OF CLASS A COMMON STOCK
	SEE REVERSE FOR CERTAIN DEFINITIONS
	CUSIP [____]

 

RUBICON TECHNOLOGIES, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

 

CLASS A COMMON STOCK

 

This Certifies that                                                                                                                                                                          is the owner of                                                                                                                                                                                FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE OF $0.0001 PER SHARE, OF RUBICON TECHNOLOGIES, INC. (THE “COMPANY”) transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

 

This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

 

Witness the seal of the Company and the facsimile signatures of its duly authorized officers.

 

Dated: ___________________

 

Chief Executive Officer		[Corporate Seal] Delaware		Chief Financial Officer

 

 

RUBICON TECHNOLOGIES, INC.

 

The Company will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares of capital stock represented hereby are issued and shall be held subject to all the provisions of the Company’s certificate of incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents.

 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM	–	as tenants in common		UNIF GIFT MIN ACT	–		Custodian
						(Cust)		(Minor)
TEN ENT	–	as tenants by the entireties
						under Uniform Gifts to Minors Act
JT TEN	–	as joint tenants with right of survivorship and not as tenants in common
						(State)

 

Additional abbreviations may also be used though not in the above list.

 

For value received,                                                   hereby sells, assigns and transfers unto

 

 

(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))

(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))

Shares of the capital stock represented by the within Certificate, and does hereby irrevocably constitute and appoint

Attorney to transfer the said shares on the books of the within named Company with full power of substitution in the premises.

 

Dated:

 

Shareholder:

 

NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed: By

 

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).

 

 

Exhibit 10.21

 

THIS AGREEMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS AGREEMENT AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

 

THIS AGREEMENT CERTIFIES THAT in exchange for payment to Rubicon Technologies, LLC, a Delaware limited liability company (the “Company”), by holders (each a “Holder” and collectively the “Holders”) in the amounts identified in Exhibit “A” (in the aggregate amount of Eight Million Dollars ($8,000,000.00)) (the “Investment Amount”), the Company hereby issues to Holders the right to certain equity securities, subject to the terms set forth herein. Equity conversions made under this Agreement shall be pro-rata among all Holders based on the Investment Amounts identified in Exhibit A. This Agreement shall constitute a separate agreement between the Company and each Holder. No Holder has any rights under or may enforce or attempt to enforce an Agreement between the Company and any other Holder. Capitalized terms used but not defined herein have the meanings given to such terms in the Merger Agreement.

 

1. Equity Issuances. In consideration of receipt of all or a portion of the Investment Amount, subject to the satisfaction or waiver of each of the conditions to Closing set forth in Sections 10.01 and 10.02 of the Merger Agreement, immediately following the Domestication and immediately prior to the Closing (the “Merger Closing”) of the transactions contemplated by that certain Agreement and Plan of Merger, dated December 15, 2021, by and among Founder SPAC, a Cayman Island company, Ravenclaw Merger Sub LLC, a Delaware limited liability company, and the Company (the “Merger Agreement”): (A) the Company will issue to the Holders on a pro rata basis (based on the pro-rata amounts actually advanced by the Holders) such number of equity securities that will entitle the Holders to receive in the aggregate 880,000 Class B Units as a result of the Business Combination; (B) Founder SPAC Sponsor LLC (“Sponsor”) will forfeit 160,000 shares of Class A Common Stock of domesticated Acquiror; (C) Founder SPAC (“Founder”) will issue to the Holders on a pro rata basis (based on the pro-rata amounts actually advanced by the Holders) 160,000 shares of Class A Common Stock of domesticated Acquiror; and (D) this Agreement shall terminate.

 

2. Partial Termination. In the event the Merger Agreement is terminated pursuant to Section 11.1 thereof or the Merger Closing is not consummated for any reason, the obligations of Sponsor and Founder pursuant to paragraph 1 above shall immediately be null and void and have no further force or effect.

 

3. Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.

 

4. Descriptive Headings. The descriptive headings of the several sections in this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

 

5. Notices. All notices given hereunder shall be delivered to the Company at its principal place of business and to Holder at the address below.

 

6. Amendment, Assignment and Waiver. This Agreement may not be amended or assigned without the prior written consent of Holder and the Company. No course of dealing or any delay or failure to exercise any right, power or remedy hereunder on the part of the Company or Holder shall operate as a waiver of such right, power or remedy or otherwise prejudice such party’s rights, powers or remedies.

 

7. Equity Holders, Officers and Directors Not Liable. In no event shall any equity holder, officer or director of the Company be liable for any amounts due or payable pursuant to this Agreement.

 

8. Entire Agreement. This Agreement embodies the entire agreement and understanding between Holder and the Company regarding the subject matter hereof and supersedes all prior or contemporaneous agreements and understandings between Holder and the Company relating to the subject matter of this Agreement.

 

 

9. Further Assurances. From time to time after the execution of this Agreement, without further consideration, Holders, the Company, Founder and Sponsor shall execute and deliver all such other instruments and shall take all such other actions as may reasonably be necessary to more effect carry out the provisions of this Agreement.

 

10. Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with U.S. federal ESIGN Act of 2000, e.g. www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

[Signatures on the Following Page]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by its duly authorized officers and dated as of the date above.

 

	RUBICON TECHNOLOGIES, LLC
	By:	/s/ Nathaniel R. Morris
		Name:	Nathaniel R. Morris
		Title:	Chief Executive Officer
	FOUNDER SPAC, solely for purposes of carrying out the provisions of Section 1(C) of this Agreement
	By:	/s/ Osman Ahmed
		Name:	Osman Ahmed
		Title:	Chief Executive Officer
	FOUNDER SPAC SPONSOR LLC, solely for purposes of carrying out the provisions of Section 1(B) of this Agreement
	By	/s/ Manpreet Singh
		Name:	Manpreet Singh
		Title:	Managing Member

 

ACCEPTED AND AGREED:
MBI HOLDINGS LP
By:	/s/ Jose Miguel Enrich
Name:	Jose Miguel Enrich
Title:	President
David Manuel Gutiérrez Muguerza
By:	/s/ David Manuel Gutiérrez Muguerza
Name:	David Manuel Gutiérrez Muguerza
Raul Manuel Gutiérrez Muguerza
By:	/s/ Raul Manuel Gutiérrez Muguerza
Name:	Raul Manuel Gutiérrez Muguerza
Sergio Manuel Gutiérrez Muguerza
By:	/s/ Sergio Manuel Gutiérrez Muguerza
Name:	Sergio Manuel Gutiérrez Muguerza

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We have issued our report dated March 28, 2022, with respect to the financial statements of Founder SPAC contained in this proxy statement/consent solicitation statement/prospectus. We consent to the use of the aforementioned report in this proxy statement/consent solicitation statement/prospectus, and to the use of our name as it appears under the caption “Experts.”

 

/s/ Grant Thornton LLP

 

Dallas, Texas

June 24, 2022

 

 

 

 

 

Exhibit 23.2

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the inclusion in this Registration Statement on Form S-4 Amendment No. 4 and Prospectus of Founder SPAC, of our report dated April 8, 2022, with respect to our audits of the consolidated financial statements of Rubicon Technologies, LLC and Subsidiaries as of December 31, 2021 and 2020 and for each of the years in the two-year period ended December 31, 2021. We also consent to the reference to us under the heading “Experts” in such Registration Statement and Prospectus.

 

/s/ Cherry Bekaert LLP

 

Atlanta, Georgia

June 24, 2022

 

 

Exhibit 99.1 

 

PROXY CARD
FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
FOUNDER SPAC
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

 

The undersigned hereby appoints Osman Ahmed (the “Proxy”) as proxy, with the power to appoint a substitute, to vote all shares that the undersigned is entitled to vote (the “Shares”) at the extraordinary general meeting of shareholders of Founder SPAC (“Founder”), to be held on [●], 2022, at [●] a.m., Eastern Time, at 800 Capitol Street, Suite 2400, Houston, Texas 77002 and via a virtual meeting format at https://www.cstproxy.com/founderspac/2022, and at any adjournments and/or postponements thereof. Such Shares shall be voted as indicated with respect to the proposals listed on the reverse side hereof and in the Proxy’s discretion on such other matters as may properly come before the extraordinary general meeting or any adjournment or postponement thereof.

 

The undersigned acknowledges receipt of the accompanying proxy statement/consent solicitation statement/prospectus and revokes all prior proxies for the extraordinary general meeting relating to the Shares.

 

THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED “FOR” EACH OF PROPOSALS 1, 2, 3, 4A-4H, 5, 6, 7, AND 8. ANY VOTES RECEIVED AFTER A MATTER HAS BEEN VOTED UPON WILL NOT BE COUNTED. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY AS SET FORTH IN THE ACCOMPANYING PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS.

 

(Continued and to be marked, dated and signed on reverse side)

 

~ PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ~

 

FOUNDER SPAC — THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, 3, 4A-4H, 5, 6, 7, AND 8.

 

Please mark votes as ☒ indicated in this example

 

(1) Proposal 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve by ordinary resolution the transactions contemplated under the Agreement and Plan of Merger, dated as of December 15, 2021, by and among Founder, Ravenclaw Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Founder, Rubicon Technologies, LLC, a Delaware limited liability company, and the other parties thereto (the “Business Combination”), a copy of which is attached to the proxy statement/consent solicitation statement/prospectus as Annex A. The Business Combination Proposal is conditioned on the approval of each of the Domestication Proposal, the Charter Proposal and the Nasdaq Proposal (together with the Business Combination Proposal, the “Cross-Conditioned Proposals”). Therefore, if any of the Cross-Conditioned Proposals is not approved, the Business Combination Proposal will have no effect, even if approved by holders of Founder’s ordinary shares.		FOR   ☐		AGAINST   ☐		ABSTAIN   ☐
(2) Proposal 2 — The Domestication Proposal — to consider and vote upon a proposal to approve by special resolution a change in Founder’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation under the laws of the State of Delaware (the “Domestication”). The Domestication Proposal is conditioned on the approval of each of the Cross-Conditioned Proposals. Therefore, if any of the Cross-Conditioned Proposals is not approved, the Domestication Proposal will have no effect, even if approved by holders of Founder’s ordinary shares.		FOR   ☐		AGAINST   ☐		ABSTAIN   ☐

 

 

(3) Proposal 3 — The Charter Proposal — to consider and vote upon a proposal to approve by special resolution the certificate of incorporation of Founder in connection with the Domestication, in the form attached to the proxy statement/consent solicitation statement/prospectus as Annex B (the “Proposed Charter”) to, among other things, change Founder’s name to “Rubicon Technologies, Inc.” (“New Rubicon”), to be effective upon the consummation of the Business Combination. The Charter Proposal is conditioned on the approval of each of the Cross-Conditioned Proposals. Therefore, if any of the Cross-Conditioned Proposals is not approved, the Charter Proposal will have no effect, even if approved by holders of Founder’s ordinary shares.

FOR   ☐

AGAINST   ☐

ABSTAIN   ☐

 

(4) Proposals 4A-4H — The Governance Proposals — to approve and adopt, on a non-binding advisory basis and by ordinary resolution, certain governance provisions set forth in the Proposed Charter, as differing from the Memorandum and Articles of Association of Founder (the “Memorandum and Articles of Association”), which are being separately presented in accordance with the requirements of the U.S. Securities and Exchange Commission as eight separate sub-proposals. The approval of each Governance Proposal is not conditioned on any other proposal.

 

	●	Proposal 4A: A proposal to amend the Memorandum and Articles of Association to authorize the change in the authorized capital stock of Founder from (i) 479,000,000 Class A ordinary shares, 20,000,000 Class B ordinary shares (“Founder Class B Shares”) and 1,000,000 preference shares, par value $0.0001 per share, of Founder, to (ii) 690,000,000 shares of Class A common stock, 275,000,000 shares of Class V common stock and 10,000,000 shares of New Rubicon preferred stock, par value $0.0001 per share.		FOR   ☐		AGAINST   ☐		ABSTAIN   ☐
	●	Proposal 4B: A proposal to amend the Memorandum and Articles of Association to authorize adopting Delaware as the exclusive forum for certain stockholder litigation.		FOR   ☐		AGAINST   ☐		ABSTAIN   ☐
	●	Proposal 4C: A proposal to amend the Memorandum and Articles of Association to authorize adopting Section 203 of the Delaware General Corporation Law to prevent certain takeovers by interested stockholders.		FOR   ☐		AGAINST   ☐		ABSTAIN   ☐
	●	Proposal 4D: A proposal to amend the Memorandum and Articles of Association to require at least two-thirds of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, to adopt, amend or repeal, or adopt any provision inconsistent with, Articles V (the provisions regarding the size of the board of directors of New Rubicon, the classification of the board of directors of New Rubicon, the filling of vacancies and the election and removal of directors), VI (the provisions regarding stockholder actions without a meeting and who can call special meetings of stockholders), IX (the provisions regarding requirements to amend the charter and bylaws of New Rubicon by the board of directors of New Rubicon or by stockholders), and X (the provisions regarding the limited liability of directors of New Rubicon) of the Proposed Charter or any provision of the bylaws of New Rubicon.		FOR   ☐		AGAINST   ☐		ABSTAIN   ☐
	●	Proposal 4E: A proposal to amend the Memorandum and Articles of Association to approve provisions permitting the removal of a director only for cause and only by the affirmative vote of not less than two-thirds of the outstanding shares entitled to vote at an election of directors, voting together as a single class.		FOR   ☐		AGAINST   ☐		ABSTAIN   ☐

 

 

	●	Proposal 4F: A proposal to amend the Memorandum and Articles of Association to approve provisions requiring stockholders to take action at an annual or special meeting and prohibiting stockholder action by written consent in lieu of a meeting.		FOR   ☐		AGAINST   ☐		ABSTAIN   ☐
	●	Proposal 4G: A proposal to amend the Memorandum and Articles of Association to adopt a waiver of corporate opportunities for its non-employee directors.		FOR   ☐		AGAINST   ☐		ABSTAIN   ☐
	●	Proposal 4H: A proposal to amend the Memorandum and Articles of Association to authorize (1) changing the corporate name from “Founder SPAC” to “Rubicon Technologies, Inc.”, (2) making New Rubicon’s corporate existence perpetual, and (3) removing certain provisions related to Founder’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination.		FOR   ☐		AGAINST   ☐		ABSTAIN   ☐

 

(5) Proposal 5 — The Directors Proposal — to consider and vote upon a proposal to elect by ordinary resolution, effective as of the consummation of the Business Combination, Nate Morris, Andres Chico, Coddy Johnson, Paula Henderson, Osman Ahmed, Jack Selby, Ambassador Paula Dobriansky, Barry Caldwell, and Brent Callinicos, to serve on the board of directors of New Rubicon until their respective successors are duly elected and qualified. Pursuant to the Memorandum and Articles of Association, only the holders of Founder Class B Shares are entitled to vote on the Directors Proposal. The Directors Proposal is conditioned on the approval of the Cross-Conditioned Proposals. Therefore, if each of the Cross-Conditioned Proposals is not approved, the Directors Proposal will have no effect, even if approved by holders of Founder Class B Shares.		FOR   ☐		AGAINST   ☐		ABSTAIN   ☐
(6) Proposal 6 — The Share Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution the Rubicon Technologies, Inc. 2022 Equity Incentive Plan, a copy of which is attached to the proxy statement/consent solicitation statement/prospectus as Annex K, to be effective upon the consummation of the Business Combination. The Share Plan Proposal is conditioned on the approval of the Cross-Conditioned Proposals. Therefore, if each of the Cross-Conditioned Proposals is not approved, the Share Plan Proposal will have no effect, even if approved by holders of Founder’s ordinary shares.		FOR   ☐		AGAINST   ☐		ABSTAIN   ☐
(7) Proposal 7 — The Nasdaq Proposal — to consider and vote upon a proposal to approve by ordinary resolution, for purposes of complying with Nasdaq Listing Rule 5635 (a) and (b), the issuance of more than 20% of the issued and outstanding ordinary shares and the resulting change in control in connection with the Business Combination. The Nasdaq Proposal is conditioned on the approval of each of the Cross-Conditioned Proposals. Therefore, if any of the Cross-Conditioned Proposals is not approved, the Nasdaq Proposal will have no effect, even if approved by holders of Founder’s ordinary shares.		FOR   ☐		AGAINST   ☐		ABSTAIN   ☐
(8) Proposal 8 — The Adjournment Proposal — to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing Proposals, in the event Founder does not receive the requisite shareholder vote to approve the Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal.		FOR   ☐		AGAINST   ☐		ABSTAIN   ☐

 

 

Date:

Signature

Signature (if held jointly)

When Shares are held by more than one person, EACH joint owner should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by an authorized person.

A vote to abstain will have no effect on Proposals 1, 2, 3, 4A-4H, 5, 6, 7, AND 8. The Shares represented by this Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder(s). If no direction is made, this Proxy will be voted FOR each of Proposals 1, 2, 3, 4A-4H, 5, 6, 7, AND 8. If any other matters properly come before the extraordinary general meeting, the Proxy will vote on such matters in its discretion.

 

~ PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.

 

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