Exhibit 10.1


 


AMENDMENT TO SENIOR PROMISSORY NOTE


 


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.


 


RECITALS


 


WHEREAS, the Company and the Sponsor desire to amend
the terms of the Note as set forth below; and


 


WHEREAS, the Note
is scheduled to mature on the earlier of: (i) January 3, 2023, or (ii) the date on which Company consummates the Business
Combination, as defined in the Business Combination Agreement, dated as of March 23, 2022, as amended on June 19, 2022 (the
 “Business Combination Agreement”), by and among the Company, HUB Cyber Security (Israel) Ltd. (“HUB”),
a company organized under the laws of the State of Israel, and its wholly-owned subsidiary, Rover Merger Sub Inc., a Delaware corporation;
and


 


WHEREAS, Company and Sponsor have agreed to make certain
amendments to the Note; and


 


WHEREAS, any amendment
to the Note may be made with, and only with, the written consent of the Company and the Sponsor; and


 


WHEREAS, all capitalized
terms not defined in this Amendment will have the meanings given to them in the Note.


 


NOW, THEREFORE, in consideration of these
premises and the mutual covenants, terms and conditions set forth herein, all of the parties hereto mutually agree as follows:


 


AGREEMENT


 


1.            Amendment
to Note. The first sentence of Section 1 of the Note is hereby amended and restated in its entirety to read as follows:


 


“Principal; Bridge to Business
Combination. The principal balance of this Promissory Note (this “Note”) shall be payable on the earlier of March 1,
2023 or the Closing of the Business Combination, in immediately available U.S. dollars, without set off or counterclaim. The principal
balance may be prepaid at any time without penalty.


 


2.            No
Other Amendments. Wherever necessary, all other terms of the Note are hereby amended to be consistent with the terms of this Amendment.
Except as specifically set forth herein, the Note shall remain in full force and effect.


 


3.            Counterparts;
Facsimile. This Amendment may be executed in any number of counterparts, each of which shall be an original, and all of which together
shall constitute one instrument. Executed signatures transmitted via facsimile or PDF will be accepted and considered duly executed.


 


[Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the date and year first written above.


 


	 	COMPANY:
	 	 
	 	MOUNT RAINIER ACQUISITION CORP
	 	 
	 	 
	 	By:	/s/ Matthew Kearney
	 	Name: Matthew Kearney
	 	Title: Chief Executive Officer
	 	 
	 	 
	 	SPONSOR:
	 	 
	 	DC RAINIER SPV LLC
	 	By:	Dominion Capital, LLC, as Manager
	 	 
	 	 
	 	/s/ Mikhail Gurevich
	 	Name: Mikhail Gurevich
	 	Title: Authorized Signatory