Common use of Reimbursement of Taxes by Exchangeable Unit Member Clause in Contracts

Reimbursement of Taxes by Exchangeable Unit Member. If, within the two-year period beginning at the date of an Exchange, (i) the Manager withholds or otherwise pays any amount on account of taxes in respect of exchanged Units, which amount is attributable to the two-year period ending at the end of the date of such Exchange, and (ii) the Manager or any person other than the Exchangeable Unit Member otherwise would bear the economic burden of such withholding or other payment (including by reason of such amount being treated as having been distributed to the Manager in respect of the Exchangeable Units pursuant to Section 4.10 of this Annex C), the Exchangeable Unit Member shall, upon notice by the Company and/or the Manager, promptly reimburse the Company and/or the Manager for such amount; provided, however, that the Exchangeable Unit Member’s reimbursement obligation under this Section 4.10(c)(iii) of this Annex C shall not exceed the amount of the Exchange Consideration received by the Exchangeable Unit Member in connection with such Exchange. Unless otherwise required by Law, any amount paid by an Exchangeable Unit Member pursuant to this Section 4.10(c)(iii) of this Annex C shall be treated as an adjustment to the proceeds received by the Exchangeable Unit Member in respect of the applicable Exchange. The Company and the Manager shall have the right to reduce any amounts due to such Exchangeable Unit Member from the Manager or any of its Affiliates by the amount owed by such Exchangeable Unit Member under this Section 4.10(c)(iii) of this Annex C. ANNEX D: SCHEDULE OF OFFICERS Name Title ANNEX E: POLICY REGARDING EXCHANGES Effective as of [__] ___, 2023 This Policy Regarding Exchanges (the “Policy”) of ESGEN OpCo, LLC (the “Company”) sets forth certain rules applicable to the exchange of Exchangeable Units for shares of Class A Common Stock (the “Common Stock”) and/or cash, at the option of the Manager (each, an “Exchange”), pursuant to the Company’s Amended and Restated Limited Liability Company Agreement (the “Agreement”). Capitalized terms that are not defined in this Policy have the meanings given to them in the Agreement. This Policy is made pursuant to, and supplements the provisions of, Article XI of the Agreement.

Reimbursement of Taxes by Exchangeable Unit Member. If, within the twothree-year period beginning at the start of the date of an Exchange, (i) the Manager Company or the Managing Member withholds or otherwise pays any amount on account of taxes in respect of exchanged Units, which amount is attributable to the twothree-year period ending at the end of the date of such Exchange, and (ii) the Manager Company, the Managing Member or any person other than the applicable Exchangeable Unit Member otherwise would bear the economic burden of such withholding or other payment (including by reason of such amount being treated as having been distributed to the Manager Managing Member in respect of the Exchangeable Units pursuant to Section ‎Section 4.10 of this Annex ‎Annex C), the Exchangeable Unit Member shall, upon notice by the Company and/or the ManagerManaging Member, promptly reimburse the Company and/or the Manager Managing Member for such amount; provided, however, that the Exchangeable Unit Member’s reimbursement obligation under this Section ‎Section 4.10(c)(iii) of this Annex ‎Annex C shall not exceed the amount of cash and Fair Market Value (determined as of the Exchange Consideration date of receipt) of other consideration received by the Exchangeable Unit Member in connection with such Exchange. Unless otherwise required by Law, any amount paid by an Exchangeable Unit Member pursuant to this Section ‎Section 4.10(c)(iii) of this Annex ‎Annex C shall be treated as an adjustment to the proceeds received by the Exchangeable Unit Member in respect of the applicable Exchange. The Company and the Manager Managing Member shall have the right to reduce any amounts due to such Exchangeable Unit Member from the Manager Managing Member or any of its Affiliates by the amount owed by such Exchangeable Unit Member under this Section ‎Section 4.10(c)(iii) of this Annex ‎Annex C. ANNEX D: SCHEDULE OF OFFICERS Name Title ANNEX E: POLICY REGARDING EXCHANGES Effective as of [__] ___August 15, 2023 2022 This Policy Regarding Exchanges (the “Policy”) of ESGEN OpCoRubicon Technologies Holdings, LLC (the “Company”) sets forth certain rules applicable to the exchange of Exchangeable Units for shares of Class A Common Stock of Rubicon Technologies, Inc. (the “Common Stock”) and/or cash, at the option of the Manager Managing Member (each, an “Exchange”), pursuant to the Company’s Eighth Amended and Restated Limited Liability Company Agreement (the “Agreement”). Capitalized terms that are not defined in this Policy have the meanings given to them in the Agreement. This Policy is made pursuant to, and supplements the provisions of, Article XI of the Agreement. Except as modified by the rules set forth in the Special Exchange Policy, this Policy shall apply to Special Exchanges.

Reimbursement of Taxes by Exchangeable Unit Member. If, within the two-year period beginning at the date of an Exchange, (i) the Manager withholds or otherwise pays any amount on account of taxes in respect of exchanged Units, which amount is attributable to the two-year period ending at the end of the date of such Exchange, and (ii) the Manager or any person other than the Exchangeable Unit Member otherwise would bear the economic burden of such withholding or other payment (including by reason of such amount being treated as having been distributed to the Manager in respect of the Exchangeable Units pursuant to Section 4.10 of this Annex C), the Exchangeable Unit Member shall, upon notice by the Company and/or the Manager, promptly reimburse the Company and/or the Manager for such amount; provided, however, that the Exchangeable Unit Member’s reimbursement obligation under this Section 4.10(c)(iii) of this Annex C shall not exceed the amount of the Exchange Consideration received by the Exchangeable Unit Member in connection with such Exchange. Unless otherwise required by Law, any amount paid by an Exchangeable Unit Member pursuant to this Section 4.10(c)(iii) of this Annex C shall be treated as an adjustment to the proceeds received by the Exchangeable Unit Member in respect of the applicable Exchange. The Company and the Manager shall have the right to reduce any amounts due to such Exchangeable Unit Member from the Manager or any of its Affiliates by the amount owed by such Exchangeable Unit Member under this Section 4.10(c)(iii) of this Annex C. ANNEX D: SCHEDULE OF OFFICERS Name Title Xxxxxxx Xxxxxxxxxxx Chief Executive Officer Xxxxxxxx Xxxxx Secretary ANNEX E: POLICY REGARDING EXCHANGES Effective as of [__] ___March 13, 2023 2024 This Policy Regarding Exchanges (the “Policy”) of ESGEN OpCo, LLC (the “Company”) sets forth certain rules applicable to the exchange of Exchangeable Units for shares of Class A Common Stock (the “Common Stock”) and/or cash, at the option of the Manager (each, an “Exchange”), pursuant to the Company’s Amended and Restated Limited Liability Company Agreement (the “Agreement”). Capitalized terms that are not defined in this Policy have the meanings given to them in the Agreement. This Policy is made pursuant to, and supplements the provisions of, Article XI of the Agreement.

Reimbursement of Taxes by Exchangeable Unit Member. If, within the two-year period beginning at the start of the date of an Exchange, (i) the Manager withholds or otherwise pays any amount on account of taxes in respect of exchanged Units, which amount is attributable to the two-year period ending at the end of the date of such Exchange, and (ii) the Manager or any person other than the Exchangeable Unit Member otherwise would bear the economic burden of such withholding or other payment (including by reason of such amount being treated as having been distributed to the Manager in respect of the Exchangeable Units pursuant to Section 4.10 of this Annex C), the Exchangeable Unit Member shall, upon notice by the Company and/or the Manager, promptly reimburse the Company and/or the Manager for such amount; provided, however, that the Exchangeable Unit Member’s reimbursement obligation under this Section 4.10(c)(iii) of this Annex C shall not exceed the amount of cash and Fair Market Value (determined as of the Exchange Consideration date of receipt) of other consideration received by the Exchangeable Unit Member in connection with such Exchange. Unless otherwise required by Law, any amount paid by an Exchangeable Unit Member pursuant to this Section 4.10(c)(iii) of this Annex C shall be treated as an adjustment to the proceeds received by the Exchangeable Unit Member in respect of the applicable Exchange. The Company and the Manager shall have the right to reduce any amounts due to such Exchangeable Unit Member from the Manager or any of its Affiliates by the amount owed by such Exchangeable Unit Member under this Section 4.10(c)(iii) of this Annex C. ANNEX D: SCHEDULE OF OFFICERS Name Title Xxxxx Xxxxxx Chief Executive Officer Xxxx Xxxxx Chief Technology Officer Xxxx Xxxxxxxx Executive Vice President of Business Development ANNEX E: POLICY REGARDING EXCHANGES Effective as of [__] ___February 15, 2023 This Policy Regarding Exchanges (the “Policy”) of ESGEN Verde Clean Fuels OpCo, LLC (the “Company”) sets forth certain rules applicable to the exchange of Exchangeable Units for shares of Class A Common Stock of Verde Clean Fuels, Inc. (the “Common Stock”) and/or cash, at the option of the Manager (each, an “Exchange”), pursuant to the Company’s Amended and Restated Limited Liability Company Agreement (the “Agreement”). Capitalized terms that are not defined in this Policy have the meanings given to them in the Agreement. This Policy is made pursuant to, and supplements the provisions of, Article XI of the Agreement.

Reimbursement of Taxes by Exchangeable Unit Member. If, within the two-year period beginning at the start of the date of an Exchange, (i) the Manager withholds or otherwise pays any amount on account of taxes in respect of exchanged Units, which amount is attributable to the two-year period ending at the end of the date of such Exchange, and (ii) the Manager or any person other than the Exchangeable Unit Member otherwise would bear the economic burden of such withholding or other payment (including by reason of such amount being treated as having been distributed to the Manager in respect of the Exchangeable Units pursuant to Section ‎Section 4.10 of this Annex ‎Annex C), the Exchangeable Unit Member shall, upon notice by the Company and/or the Manager, promptly reimburse the Company and/or the Manager for such amount; provided, however, that the Exchangeable Unit Member’s reimbursement obligation under this Section ‎Section 4.10(c)(iii) of this Annex ‎Annex C shall not exceed the amount of cash and Fair Market Value (determined as of the Exchange Consideration date of receipt) of other consideration received by the Exchangeable Unit Member in connection with such Exchange. Unless otherwise required by Law, any amount paid by an Exchangeable Unit Member pursuant to this Section ‎Section 4.10(c)(iii) of this Annex ‎Annex C shall be treated as an adjustment to the proceeds received by the Exchangeable Unit Member in respect of the applicable Exchange. The Company and the Manager shall have the right to reduce any amounts due to such Exchangeable Unit Member from the Manager or any of its Affiliates by the amount owed by such Exchangeable Unit Member under this Section ‎Section 4.10(c)(iii) of this Annex ‎Annex C. ANNEX D: SCHEDULE OF OFFICERS Name Title Jxxx Xxxxxxx Chief Executive Officer & President Cxxxx Xxxxxxx Chief Financial Officer Rxxxxx Xxxxxx General Counsel & Secretary Rxxx Xxxxx Treasurer Jxxx Xxxxx Chief Technology Officer Dxxx Xxxxxxxx Chief Operating Officer Txx Xxxxxxx Vice President, Regulatory Affairs ANNEX E: POLICY REGARDING EXCHANGES Effective as of [__] ___, 2023 This Policy Regarding Exchanges (the “Policy”) of ESGEN OpCo, LLC (the “Company”) sets forth certain rules applicable to the exchange of Exchangeable Units for shares of Class A Common Stock (the “Common Stock”) and/or cash, at the option of the Manager (each, an “Exchange”), pursuant to the Company’s Amended and Restated Limited Liability Company Agreement (the “Agreement”). Capitalized terms that are not defined in this Policy have the meanings given to them in the Agreement. This Policy is made pursuant to, and supplements the provisions of, Article XI of the AgreementPlease see attached.

Reimbursement of Taxes by Exchangeable Unit Member. If, within the twothree-year period beginning at the start of the date of an Exchange, (i) the Manager Company or the Managing Member withholds or otherwise pays any amount on account of taxes in respect of exchanged Units, which amount is attributable to the twothree-year period ending at the end of the date of such Exchange, and (ii) the Manager Company, the Managing Member or any person other than the applicable Exchangeable Unit Member otherwise would bear the economic burden of such withholding or other payment (including by reason of such amount being treated as having been distributed to the Manager Managing Member in respect of the Exchangeable Units pursuant to Section ‎Section 4.10 of this Annex ‎Annex C), the Exchangeable Unit Member shall, upon notice by the Company and/or the ManagerManaging Member, promptly reimburse the Company and/or the Manager Managing Member for such amount; provided, however, that the Exchangeable Unit Member’s reimbursement obligation under this Section ‎Section 4.10(c)(iii) of this Annex ‎Annex C shall not exceed the amount of cash and Fair Market Value (determined as of the Exchange Consideration date of receipt) of other consideration received by the Exchangeable Unit Member in connection with such Exchange. Unless otherwise required by Law, any amount paid by an Exchangeable Unit Member pursuant to this Section ‎Section 4.10(c)(iii) of this Annex ‎Annex C shall be treated as an adjustment to the proceeds received by the Exchangeable Unit Member in respect of the applicable Exchange. The Company and the Manager Managing Member shall have the right to reduce any amounts due to such Exchangeable Unit Member from the Manager Managing Member or any of its Affiliates by the amount owed by such Exchangeable Unit Member under this Section ‎Section 4.10(c)(iii) of this Annex ‎Annex C. ANNEX D: SCHEDULE OF OFFICERS Name Title President Chief Financial Officer Secretary Treasurer Vice President ANNEX E: POLICY REGARDING EXCHANGES Effective Please see attached. EXHIBIT D December 15, 2021 Founder SPAC 10000 Xxxx Xxxxxxx Xxxxx Xxxxxxx, XX 00000 Rubicon Technologies, LLC 900 X. Xxxxx Xxxxx Xxxx Xxxxx #0000 Xxxxxxx, XX 00000 Re: Sponsor Agreement Ladies and Gentlemen: This letter (this “Sponsor Agreement”) is being delivered to you in accordance with that certain Agreement and Plan of Merger, dated as of [__] ___the date hereof (as amended, 2023 This Policy Regarding Exchanges (supplemented, restated or otherwise modified from time to time, the “PolicyMerger Agreement”) of ESGEN OpCo), LLC by and among Founder SPAC, a Cayman Islands exempted company (together with its successors, including after the Domestication (as such term is defined in the Merger Agreement), “SPAC”), Rubicon Technologies, LLC, a Delaware limited liability company (the “Company”), Ravenclaw Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of SPAC (“Merger Sub LLC”), certain blocker merger subsidiaries listed on the signature pages thereto (collectively, the “Merger Sub Incs” and, together with Merger Sub LLC, “Merger Subs”), certain blocker companies listed on the signature pages thereto (each a “Blocker Company” and collectively, the “Blocker Companies”) sets forth certain rules applicable pursuant to which, among other things, Merger Sub LLC shall be merged with and into the exchange of Exchangeable Units for shares of Class A Common Stock Company (the “Common StockMerger” and together with the other transactions contemplated by the Merger Agreement the “Merger”) ), and hereby amends and restates in its entirety that certain letter, dated October 14, 2021, from, Founder SPAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned individuals, each of whom is a member of SPAC’s board of directors and/or cash, at the option of the Manager management team (each, an “ExchangeInsider” and collectively, the “Insiders”), pursuant to the Company’s Amended and Restated Limited Liability Company Agreement SPAC (the “Prior Letter Agreement”). Certain capitalized terms used herein are defined in paragraph 7 hereof. Capitalized terms that are used but not otherwise defined in this Policy herein shall have the respective meanings given ascribed to them such terms in the Merger Agreement. This Policy is made pursuant toThe Sponsor and certain Insiders are currently, and supplements the provisions of, Article XI as of the Closing will be, the record owners of all of the outstanding Founder Shares and outstanding Acquiror Private Placement Warrants, with the Sponsor and Insider’s ownership as of the date hereof detailed on Schedule A hereto. In order to induce the Company, SPAC Entities, and Blocker Companies to enter into the Merger Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sponsor and each Insider hereby agrees with SPAC Entities and, at all times prior to any valid termination of the Merger Agreement., the Company as follows:

Reimbursement of Taxes by Exchangeable Unit Member. If, within the two-year period beginning at the start of the date of an Exchange, (i) the Manager withholds or otherwise pays any amount on account of taxes in respect of exchanged Units, which amount is attributable to the two-year period ending at the end of the date of such Exchange, and (ii) the Manager or any person other than the Exchangeable Unit Member otherwise would bear the economic burden of such withholding or other payment (including by reason of such amount being treated as having been distributed to the Manager in respect of the Exchangeable Units pursuant to Section 4.10 of this Annex C), the Exchangeable Unit Member shall, upon notice by the Company and/or the Manager, promptly reimburse the Company and/or the Manager for such amount; provided, however, that the Exchangeable Unit Member’s reimbursement obligation under this Section 4.10(c)(iii) of this Annex C shall not exceed the amount of cash and Fair Market Value (determined as of the Exchange Consideration date of receipt) of other consideration received by the Exchangeable Unit Member in connection with such Exchange. Unless otherwise required by Law, any amount paid by an Exchangeable Unit Member pursuant to this Section 4.10(c)(iii) of this Annex C shall be treated as an adjustment to the proceeds received by the Exchangeable Unit Member in respect of the applicable Exchange. The Company and the Manager shall have the right to reduce any amounts due to such Exchangeable Unit Member from the Manager or any of its Affiliates by the amount owed by such Exchangeable Unit Member under this Section 4.10(c)(iii) of this Annex C. ANNEX D: SCHEDULE OF OFFICERS Name Title Xxxxx Xxxxxx Chief Executive Officer Xxxx Xxxxx Chief Technology Officer Xxxx Xxxxxxxx Executive Vice President of Business Development ANNEX E: POLICY REGARDING EXCHANGES Effective as of [__●], 202[●] ___, 2023 This Policy Regarding Exchanges (the “Policy”) of ESGEN Verde Clean Fuels OpCo, LLC (the “Company”) sets forth certain rules applicable to the exchange of Exchangeable Units for shares of Class A Common Stock of Verde Clean Fuels, Inc. (the “Common Stock”) and/or cash, at the option of the Manager (each, an “Exchange”), pursuant to the Company’s Amended and Restated Limited Liability Company Agreement (the “Agreement”). Capitalized terms that are not defined in this Policy have the meanings given to them in the Agreement. This Policy is made pursuant to, and supplements the provisions of, Article XI of the Agreement.

Reimbursement of Taxes by Exchangeable Unit Member. If, within the two-year period beginning at the date of an Exchange, (i) the Manager withholds or otherwise pays any amount on account of taxes in respect of exchanged Units, which amount is attributable to the two-year period ending at the end of the date of such Exchange, and (ii) the Manager or any person other than the Exchangeable Unit Member otherwise would bear the economic burden of such withholding or other payment (including by reason of such amount being treated as having been distributed to the Manager in respect of the Exchangeable Units pursuant to Section 4.10 of this Annex C), the Exchangeable Unit Member shall, upon notice by the Company and/or the Manager, promptly reimburse the Company and/or the Manager for such amount; provided, however, that the Exchangeable Unit Member’s reimbursement obligation under this Section 4.10(c)(iii) of this Annex C shall not exceed the amount of the Exchange Consideration received by the Exchangeable Unit Member in connection with such Exchange. Unless otherwise required by Law, any amount paid by an Exchangeable Unit Member pursuant to this Section 4.10(c)(iii) of this Annex C shall be treated as an adjustment to the proceeds received by the Exchangeable Unit Member in respect of the applicable Exchange. The Company and the Manager shall have the right to reduce any amounts due to such Exchangeable Unit Member from the Manager or any of its Affiliates by the amount owed by such Exchangeable Unit Member under this Section 4.10(c)(iii) of this Annex C. ANNEX D: SCHEDULE OF OFFICERS Name Title Xxxxxxx Xxxxx Executive Director Xxxxx Xxxx Chief Executive Officer Xxxxxxx Xxxx Chief Financial Officer ANNEX E: POLICY REGARDING EXCHANGES Effective as of [__] ___•], 2023 2024 This Policy Regarding Exchanges (the “Policy”) of ESGEN OpCo, Swiftmerge HoldCo LLC (the “Company”) sets forth certain rules applicable to the exchange of Exchangeable Units for shares of Class A Common Stock of AleAnna, Inc. (the “Common Stock”) and/or cash, at the option of the Manager (each, an “Exchange”), pursuant to the Company’s Amended and Restated Limited Liability Company Agreement (the “Agreement”). Capitalized terms that are not defined in this Policy have the meanings given to them in the Agreement. This Policy is made pursuant to, and supplements the provisions of, Article XI of the Agreement.

Reimbursement of Taxes by Exchangeable Unit Member. If, within the two-year period beginning at the date of an Exchange, (i) the Manager withholds or otherwise pays any amount on account of taxes in respect of exchanged Units, which amount is attributable to the two-year period ending at the end of the date of such Exchange, and (ii) the Manager or any person other than the Exchangeable Unit Member otherwise would bear the economic burden of such withholding or other payment (including by reason of such amount being treated as having been distributed to the Manager in respect of the Exchangeable Units pursuant to Section 4.10 of this Annex C), the Exchangeable Unit Member shall, upon notice by the Company and/or the Manager, promptly reimburse the Company and/or the Manager for such amount; provided, however, that the Exchangeable Unit Member’s reimbursement obligation under this Section 4.10(c)(iii) of this Annex C shall not exceed the amount of the Exchange Consideration received by the Exchangeable Unit Member in connection with such Exchange. Unless otherwise required by Law, any amount paid by an Exchangeable Unit Member pursuant to this Section 4.10(c)(iii) of this Annex C shall be treated as an adjustment to the proceeds received by the Exchangeable Unit Member in respect of the applicable Exchange. The Company and the Manager shall have the right to reduce any amounts due to such Exchangeable Unit Member from the Manager or any of its Affiliates by the amount owed by such Exchangeable Unit Member under this Section 4.10(c)(iii) of this Annex C. ANNEX D: SCHEDULE OF OFFICERS Name Title Xxxxxxx Xxxxx Executive Director Xxxxx Xxxx Chief Executive Officer Xxxxxxx Xxxx Chief Financial Officer ANNEX E: POLICY REGARDING EXCHANGES Effective as of [__] ___●], 2023 2024 This Policy Regarding Exchanges (the “Policy”) of ESGEN OpCo, Swiftmerge HoldCo LLC (the “Company”) sets forth certain rules applicable to the exchange of Exchangeable Units for shares of Class A Common Stock of AleAnna, Inc. (the “Common Stock”) and/or cash, at the option of the Manager (each, an “Exchange”), pursuant to the Company’s Amended and Restated Limited Liability Company Agreement (the “Agreement”). Capitalized terms that are not defined in this Policy have the meanings given to them in the Agreement. This Policy is made pursuant to, and supplements the provisions of, Article XI of the Agreement.