| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | RBT | Series A Convertible Perpetual Preferred Stock | Purchase | $20M | +20K | $1,000.00* | 20K | May 7, 2024 | Class A Common Stock | 57.1M | $0.35 | By MBI Holdings, LP | F1, F2, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | Initial conversion price of $0.35, subject to adjustments as set forth in the Certificate of Designations, Preferences and Rights of Series A Convertible Perpetual Preferred Stock (the "Certificate of Designations") filed by Rubicon Technologies, Inc. (the "Issuer") with the Secretary of State for the State of Delaware on May 7, 2024 . Capitalized terms used in this Form 4 and not otherwise defined shall have the meanings ascribed to them in the Certificate of Designations. |
| F2 | On May 7, 2024, the Issuer entered into a securities purchase agreement with MBI Holdings, LP ("MBI"), pursuant to which MBI purchased 20,000 shares of the Issuer's Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share, with an initial liquidation preference of $1,000 per share (the "Series A Preferred Stock"), for an aggregate purchase price of $20.0 million. |
| F3 | The Series A Preferred Stock is convertible at any time at the option of the holder into a number of shares of the Issuer's Class A Common Stock as is determined by multiplying the number of shares of Series A Preferred Stock to be converted by the rate per share determined by dividing (i) the sum of (x) the Accumulated Stated Value, plus (y) Compounded Dividends (if such Dividends have not yet been added to the Accumulated Stated Value) plus (z) any accrued and unpaid dividends for the most recent Dividend Period by (ii) the Conversion Price in effect immediately prior to such conversion. |
| F4 | The Series A Preferred Stock is perpetual and therefore has no expiration date; however, it is redeemable by MBI and by the Issuer under certain circumstances set forth in the Certificate of Designations. |
| F5 | Mr. Enrich is the general partner of MBI and has voting and dispositive control over such securities and may be deemed to beneficially own such securities held by MBI. Mr. Enrich disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |