The Sponsor Capital Contribution Agreement dated January 24, 2024, by and between Rubicon Technologies, Inc., Rubicon Technologies Holdings, LLC, Rubicon Technologies International, Inc., Rubicon Global, LLC, CleanCo LLC, Charter Waste Management, Inc., RiverRoad Waste Solutions, Inc., and Rodina Capital

Exhibit 10.3

SPONSOR CAPITAL CONTRIBUTION AGREEMENT

between

RUBICON TECHNOLOGIES HOLDINGS, LLC

RUBICON TECHNOLOGIES INTERNATIONAL, INC.

RUBICON GLOBAL, LLC

CLEANCO LLC

CHARTER WASTE MANAGEMENT, INC.

RIVERROAD WASTE SOLUTIONS, INC.

each as a Borrower, and collectively the Borrowers

and

RUBICON TECHNOLOGIES, INC.

as Parent

and

RODINA CAPITAL

as Sponsor

dated as of January 24, 2024

SPONSOR CAPITAL CONTRIBUTION AGREEMENT

This SPONSOR CAPITAL CONTRIBUTION AGREEMENT (the “Agreement”), dated as of January 24, 2024, by and among 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, and RIVERROAD WASTE SOLUTIONS, INC., a New Jersey corporation, (collectively, together with each of their successors and permitted assigns, each individually as a “Borrower”, and collectively as “Borrowers”), RUBICON TECHNOLOGIES, INC., a Delaware corporation (“Parent” or “Rubicon”), and Rodina Capital (the “Sponsor”).

W I T N E S S E T H:

WHEREAS, the Borrowers and Parent have entered into that certain Credit, Security and Guaranty Agreement, dated as of June 7, 2023 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrowers, the Parent, the other guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), MidCap Funding IV Trust, a Delaware statutory trust, as Agent (in such capacity, together with its successors and assigns, “Agent”), pursuant to which the Borrowers are liable for the Obligations, including, without limitation, the Loans and other financial accommodations to Borrowers from the Lenders (including Agent in its individual capacity as a Lender) under the Credit Agreement and the other Financing Documents referred to therein;

WHEREAS, the Borrowers, Parent, Lenders, and Agent have entered into that certain Amendment No. 3 to the Credit Agreement, dated as of January 24, 2024 (the “Amendment”) pursuant to which the parties thereto agreed to amend certain defined terms and Event of Default provision in the Credit Agreement;

WHEREAS, the Sponsor and Agent have entered into the Sponsor Guaranty Agreement, dated as of January 24, 2024 (the “Sponsor Guaranty Agreement”), pursuant to which the Sponsor agrees to absolutely, unconditionally, and irrevocably guaranty, as primary obligor, the full and punctual performance and payment when due of the Obligations (as defined in the Credit Agreement) of the Borrowers;

WHEREAS, the execution and delivery of this Agreement is a condition to the Agent’s and Lenders’ entry into the Amendment and Sponsor Guaranty Agreement;

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

Unless otherwise defined herein, terms used but not defined herein shall have the meanings set forth for such terms in the Credit Agreement.

SECTION 2. SPONSOR CAPITAL CONTRIBUTION

SECTION 3. REQUIRED CONTRIBUTION SHARE ISSUANCE

SECTION 4. RESTRICTIONS AND LIMITATIONS

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND WERE OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS PURSUANT TO REGISTRATION OR EXEMPTION FROM REGISTRATION REQUIREMENTS THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT.”

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE SPONSOR

The Sponsor makes the following representations and warranties which shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby:

SECTION 6. NOTICES

Any notice, request or other communications required or permitted to be given under the terms of this Agreement must be in writing by letter, or email, and will be deemed to have been delivered upon the later of: (A) either (i) receipt, when delivered personally or (ii) one 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 address and e-mail addresses for such communications shall be:

SECTION 7. GOVERNING LAW; CONSENT TO JURISDICTION.

SECTION 8. WAIVER OF JURY TRIAL

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER DOCUMENT TO WHICH IT IS PARTY OR ANY MATTER ARISING HEREUNDER OR THEREUNDER.

SECTION 9. MISCELLANEOUS

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IN WITNESS WHEREOF, the parties hereto have caused this Sponsor Capital Contribution Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.