Item
1.01 Entry into a Material Definitive Agreement
On
February 7, 2022, Rubicon Technology, Inc. (“Rubicon” or “Seller”) entered into a real estate sale contract (the
“Agreement) with Capitol Trucking Inc., a Texas corporation (“Purchaser”). Pursuant to the Agreement, Rubicon agrees
to sell, and Purchaser agrees to purchase from Seller, Rubicon’s interest in that parcel of real property commonly known as Fox
Valley Business Park, Lot 101, Batavia, Illinois 60510, (the “Property”) consisting of permanent index number 12-27-428-016.
Rubicon
has agreed to sell the Property for Seven Hundred Twenty-Two dollars ($722,000) and expects its net proceeds, if the sale is consummated,
after the payment of fees, real estate taxes, brokerage and legal fees, transfer and withholding taxes and other expenses to be approximately
Six Hundred Thousand dollars ($600,000).
The
closing of the sale of the Property is subject to certain conditions precedent. There is currently no anticipated closing date.
Deposit
The
Purchaser has made a Twenty Five Thousand dollars ($25,000) initial earnest money deposit with the escrow agent (“Initial Earnest
Money Deposit”).
If
Purchaser determines, in its sole discretion, within 60 days from execution of the Agreement (the “Initial Due Diligence Period”)
that the Property is unacceptable to Purchaser, Purchaser shall have the right to terminate the Agreement by giving to Seller written
notice of termination before the expiration of the initial Due Diligence Period and the Earnest Money Deposit shall be immediately refunded
to Purchaser. Following the Initial Due Diligence Period, the Earnest Money Deposit is not refundable.
Extension
of Due Diligence Period.
Purchaser
shall have the right to extend the Due Diligence Period for up to five (5) consecutive thirty (30) day periods (each an “Extension”)
under the following conditions: (i) Purchaser provides Seller written notice of its election to extend prior to the expiration of the
Due Diligence Period, or any Extension thereof; (ii) as of the day after the initial Due Diligence Period, the Earnest Money Deposit
becomes non-refundable but applicable to the Purchase Price; and (iii) Purchaser deposits an additional $12,500 with the Escrow Agent
for each Extension (each an “Extension Fee”), prior to the expiration of the Due Diligence Period, or any Extension thereof,
to be governed by the Escrow Agreement. Each Extension Fee shall be non-refundable but applicable to the Purchase Price. If Purchaser
does not obtain the necessary approvals on or prior to the expiration of the Due Diligence Period, as extended, Purchaser shall have
the right, at its sole option, to terminate the Agreement by written notice to Seller prior to the expiration of the Due Diligence Period,
as extended, and the Agreement shall thereupon terminate, the Earnest Money and all Extension Fees shall be payable to Seller and neither
Seller nor Purchaser shall have any further obligation or liability under the Agreement (except for obligations that are expressly intended
to survive the termination of the Agreement). If the Agreement is not so terminated pursuant to the foregoing, this condition shall be
deemed waived by Purchaser.
The
foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. All defined terms used herein
shall have the meaning set forth in the Agreement.
The
closing of the sale of the Property is subject to certain other conditions precedent that have a degree of uncertainty.