AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • March 23rd, 2022 • Mount Rainier Acquisition Corp. • Blank checks • New York
This AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”) is made as of [___], 2022 by and between Hub Cyber Security Israel Ltd., a company organized under the laws of the State of Israel (the “Company”), Mount Rainier Acquisition Corp., a Delaware corporation, with offices at 256 W. 38th Street, 15th Floor, New York, NY 10018 (“RNER”), and American Stock Transfer & Trust Company, LLC, a New York limited purpose trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219, as warrant agent (“Warrant Agent”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG HUB CYBER SECURITY (ISRAEL) LTD., ROVER Merger SUB, Inc., AND Mount Rainier Acquisition Corp., DATED AS OF MARCH 23, 2022Business Combination Agreement • March 23rd, 2022 • Mount Rainier Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of March 23, 2022, is entered into by and among Hub Cyber Security (Israel) Ltd., a company organized under the laws of the State of Israel (the “Company”), Rover Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Mount Rainier Acquisition Corp., a Delaware corporation (“SPAC”). SPAC, Merger Sub and the Company shall each be referred to herein from time to time as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 23rd, 2022 • Mount Rainier Acquisition Corp. • Blank checks • Delaware
This Support Agreement (this “Agreement”), dated as of March 23, 2022, is entered into by and among Mount Rainier Acquisition Corp., a Delaware corporation (“SPAC”), Hub Cyber Security Israel Ltd., a company organized under the laws of the State of Israel (the “Company”), and the stockholder(s) listed on Exhibit A hereto (each, a “Stockholder”).
MANAGEMENT INCENTIVE AGREEMENTManagement Incentive Agreement • March 23rd, 2022 • Mount Rainier Acquisition Corp. • Blank checks
This Management Incentive Agreement (this “Agreement”) is made and entered into as of March 23, 2022, among Hub Cyber Security (Israel) Ltd., a company organized under the laws of the State of Israel (the “Company”), Mount Rainier Acquisition Corp. (“SPAC”), and the member of management of the Company listed on Schedule A hereto (the “Recipient”, and together with the Company, the “Parties”).
SUPPORT AGREEMENTSupport Agreement • March 23rd, 2022 • Mount Rainier Acquisition Corp. • Blank checks • Delaware
This Support Agreement (this “Agreement”), dated as of March 23, 2022, is entered into by and among Mount Rainier Acquisition Corp., a Delaware corporation (“SPAC”), Hub Cyber Security Israel Ltd., a company organized under the laws of the State of Israel (the “Company”), and [____] (the “Shareholder”).
