Exhibit 10.8


 





FIRST AMENDMENT TO


PUT AND CALL AGREEMENT


 


This FIRST AMENDMENT TO PUT
AND CALL AGREEMENT (this “Amendment”) is entered into as of November 16, 2022, by and among by and between Hub Cyber
Security Israel Ltd., a company organized under the laws of the State of Israel (the “Company”), and the stockholders
of Mount Rainier Acquisition Corp., a Delaware corporation (“SPAC”) holding a majority of the Shares.


 


RECITALS


 


WHEREAS, the parties hereto
entered into that certain Business Combination Agreement, dated as of March 23, 2022 (as may be amended, modified or supplemented from
time to time, the “Business Combination Agreement”);


 


WHEREAS, concurrently with
the execution of the Business Combination Agreement, the Company and SPAC have entered into that certain Put and Call Agreement, in the
form attached as Exhibit G to the Business Combination Agreement (the “Put and Call Agreement”);


 


WHEREAS, the Company and SPAC
desire to amend the Put and Call Agreement as more fully set forth herein; and


 


WHEREAS, capitalized terms
shall have the meanings set forth in the Put and Call Agreement.


 


NOW THEREFORE, in consideration
of the mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound hereby, the parties hereby agree as follows:


 


AGREEMENT


 


1.              
Amendments.


 


(a)                   
Section 2 of the Put and Call Agreement is hereby amended to read as follows:


 


Purchase
Price. In the event Stockholders exercise the Put Right or the Company exercises the Call Right hereunder, the purchase price
per share at which the Company shall purchase the Applicable Shares (the “Purchase Price”) shall be equal to the lowest
of (i) $10.00, (ii) the per-share redemption price that a public stockholder would receive if such stockholder chose to redeem a share
Common Stock of the SPAC in connection with the Business Combination, and (ii) the closing sales price of the Ordinary Shares on Nasdaq
on the trading day immediately following the Closing.


 





 






     


     


    

  


(a)                   
Section 11 of the Put and Call Agreement is hereby amended to read as follows:





 


Termination. This
Agreement will terminate on the earlier to occur of (i) the Applicable Shares Closing Date, if any, (ii) receipt by SPAC of notice by
the Company that an Impediment prevents the Company from executing or consummating any of the transactions specified herein pursuant to
Section 1(h) and (iii) October 15, 2026. In the event a Triggering Event has occurred pursuant to Section 1(c)(i) of this Agreement and
the Applicable Shares Closing Date has not occurred by the 60th day following the Closing due to an Impediment that prevents the Company
from executing or consummating any of the transactions specified herein pursuant to Section 1(h), this Agreement will terminate on the
60th day following the Closing which termination may be extended by the Stockholders in their sole discretion. In the event a Triggering
Event has occurred pursuant to Section 1(c)(ii) of this Agreement and the Applicable Shares Closing Date has not occurred by the date
that is the six (6) month anniversary of the occurrence of such Triggering Event due to an Impediment that prevents the Company from executing
or consummating any of the transactions specified herein pursuant to Section 1(h), this Agreement shall terminate on the date of such
six (6) month anniversary.


 


2.                 
Effect of Amendment; Full Force and Effect. This Amendment shall form a part of the Put and Call Agreement for all
purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto,
each reference in the Put and Call Agreement to “this Agreement,” “hereof,” “hereunder,” “herein,”
 “hereby” or words of like import referring to the Put and Call Agreement shall mean and be a reference to the Put and Call
Agreement as amended by this Amendment. Except as herein expressly amended or otherwise provided, each and every term, condition, warranty
and provision of the Put and Call Agreement shall remain in full force and effect, and such are hereby ratified, confirmed and approved
by the parties hereto.


 


3.                 
Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an
original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this
Amendment by electronic means, including DocuSign, Adobe Sign or other similar e-signature services, e-mail or scanned pages shall be
effective as delivery of a manually executed counterpart to this Amendment.


 


[Signature Pages Follow]


  






    2


     


    

  


IN WITNESS WHEREOF, each of
the parties hereto has caused this First Amendment to the Put and Call Agreement to be duly executed on its behalf as of the day and year
first above written.


 


	 	HUB CYBER SECURITY (ISRAEL) LTD.
	 	 
	 	By:	/s/ Eyal Moshe
	 	Name:	Eyal Moshe
	 	Title:	Chief Executive Officer and Director
	 	 
	 	By:	/s/ Hugo Goldman
	 	Name:	Hugo Goldman
	 	Title:	Chief Financial Officer
	 	 
	 	DC RAINIER SPV, LLC
	 	 
	 	By:	/s/ Mikhail Gurevich
	 	Name:	Mikhail Gurevich
	 	Title:	Authorized Signatory




 


[Signature Page to First
Amendment to Put and Call Agreement]