INDEMNITY AGREEMENTIndemnity Agreement • October 8th, 2021 • Mount Rainier Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 4, 2021, by and between Mount Rainier Acquisition Corp., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
15,000,000 Units MOUNT RAINIER ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 8th, 2021 • Mount Rainier Acquisition Corp. • Blank checks • New York
Mount Rainier Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”), and with The Benchmark Company, LLC acting as the qualified independent underwriter (the “QIU”), as follows:
WARRANT AGREEMENTWarrant Agreement • October 8th, 2021 • Mount Rainier Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of October 4, 2021 between Mount Rainier Acquisition Corp. a Delaware corporation, with offices at 256 W. 38th Street, 15th Floor, New York, NY 10018 (“Company”), 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”).
Mount Rainier Acquisition Corp. New York, New York 10018Mount Rainier Acquisition Corp. • November 12th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into as of March 12, 2021 by and between [], a [] company (the “Subscriber” or “you”), and Mount Rainier Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase [] shares of common stock, $0.0001 par value per share (the “Shares”), up to [] of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
ContractRegistration Rights Agreement • October 8th, 2021 • Mount Rainier Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 4th day of October, 2021, by and among MOUNT RAINIER ACQUISITION CORP., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
October 4, 2021 Mount Rainier Acquisition Corp New York, NY 10018 New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 8th, 2021 • Mount Rainier Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Mount Rainier Acquisition Corp., a Delaware corporation (the “Company”), and A.G.P./Alliance Global Partners, as representative (the “Representative”), of the several underwriters (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 15,000,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each warrant (each, a “Warrant”) entitles the holder thereof to purchase three-fourths of a share of Common Stock at a price of $11.50 per whole share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a r
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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 8th, 2021 • Mount Rainier Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 4, 2021, by and between Mount Rainier Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC , a New York limited liability trust company (the “Trustee”).
Mount Rainier Acquisition Corp. 256 W. 38th Street, 15th Floor New York, NY 10018 Ladies and Gentlemen:Mount Rainier Acquisition Corp. • October 8th, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Mount Rainier Acquisition Corp., a Delaware corporation (“Company”), has requested A.G.P./Alliance Global Partners (the “Advisor”) to assist it in connection with the Company’s initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-256816), as amended, filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • October 8th, 2021 • Mount Rainier Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 4th day of October, 2021, by and between Mount Rainier Acquisition Corp., a Delaware corporation (the “Company”), DC RAINIER SPV LLC, a Delaware limited liability company, and the undersigned parties listed under “Subscriber” on the signature page hereto (each a “Subscriber” and collectively, the “Subscriber”).
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.
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 1st, 2021 • Mount Rainier Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of [●], 2021 (“Agreement”), by and among MOUNT RAINIER ACQUISITION CORP., a Delaware corporation (“Company”) and the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (“Escrow Agent”).
Mount Rainier Acquisition Corp.Letter Agreement • September 27th, 2021 • Mount Rainier Acquisition Corp. • Blank checks • New York
This letter agreement by and between Mount Rainier Acquisition Corp., a Delaware corporation (the “Company”) and Dominion Capital LLC, a Delaware limited liability company (“DC LLC”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-[ ]) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 8th, 2021 • Mount Rainier Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of October 4, 2021 (“Agreement”), by and among MOUNT RAINIER ACQUISITION CORP., a Delaware corporation (“Company”) and the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (“Escrow Agent”).
AMENDMENT TO SENIOR PROMISSORY NOTESenior Promissory Note • January 4th, 2023 • Mount Rainier Acquisition Corp. • Blank checks
This Amendment (the “Amendment”) to that certain Senior Promissory Note, dated as of October 26, 2022 (the “Note”) by and among Mount Rainier Acquisition Corp., a Delaware corporation (the “Company”), and DC Rainier SPV LLC, the Company’s sponsor the “Sponsor”), is made and entered into effective as of January 3, 2023 by the Company and the Sponsor.
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”).
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 21st, 2022 • Mount Rainier Acquisition Corp. • Blank checks
This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is entered into as of June 19, 2022, by and among Mount Rainier Acquisition Corp., a Delaware corporation (“SPAC”), Rover Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Hub Cyber Security (Israel) Ltd., a company organized under the laws of the State of Israel (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Business Combination Agreement (as defined below).
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”).
TERMINATION AGREEMENTTermination Agreement • June 21st, 2022 • Mount Rainier Acquisition Corp. • Blank checks
This TERMINATION AGREEMENT (this “Agreement”) is entered into as of June 19, 2022, by and between Mount Rainier Acquisition Corp., a Delaware corporation (“SPAC”), and Hub Cyber Security (Israel) Ltd., a company organized under the laws of the State of Israel (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Management Incentive Agreement (as defined below).
Mount Rainier Acquisition Corp.Letter Agreement • October 8th, 2021 • Mount Rainier Acquisition Corp. • Blank checks • New York
This letter agreement by and between Mount Rainier Acquisition Corp., a Delaware corporation (the “Company”) and Dominion Capital LLC, a Delaware limited liability company (“DC LLC”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-256816) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
