FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 15th, 2023 • Hub Cyber Security Ltd. • Computer communications equipment • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 8th, 2023 • Hub Cyber Security Ltd. • Computer communications equipment • New York
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of May 4, 2023, by and between HUB Cyber Security Ltd., a company organized under the laws of the State of Israel (the “Company”), and Lind Global Asset Management VI LLC, a Delaware limited liability company (the “Investor”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 17th, 2022 • Hub Cyber Security (Israel) Ltd. • Computer communications equipment
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of __________, 202_, is entered into by and between HUB Cyber Security (Israel) Ltd., an Israeli company whose address is 17 Rothschild Blvd., Tel Aviv, Israel (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page hereto officer (the “Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 16th, 2024 • Hub Cyber Security Ltd. • Computer communications equipment
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 12, 2024 (the “Execution Date”), between HUB Cyber Security Ltd., an Israeli company (the “Company”), and the investors identified on the signature pages hereto (each a “Buyer” and, collectively, the “Buyers”).
ContractWarrant Agreement • May 8th, 2023 • Hub Cyber Security Ltd. • Computer communications equipment
THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
Conversion Loan AgreementConversion Loan Agreement • August 15th, 2023 • Hub Cyber Security Ltd. • Computer communications equipment
Whereas the conversion loan agreement dated 23.02.2023 was signed between the parties (hereinafter “the First Conversion Loan” and “the First Conversion Loan Agreement”), which is attached as Appendix A to this Conversion Loan Agreement;
FINANCIAL ADVISORY SERVICES AGREEMENTFinancial Advisory Services Agreement • August 15th, 2023 • Hub Cyber Security Ltd. • Computer communications equipment
WHEREAS A-Labs is a financial advisory firm providing strategic, marketing, advisory, corporate finance, mergers & acquisitions, investment banking and public offerings related services to its customers;
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT, SENIOR SECURED CONVERTIBLE PROMISSORY NOTE AND WARRANTSecurities Purchase Agreement, Senior Secured Convertible Promissory Note and Warrant • August 25th, 2023 • Hub Cyber Security Ltd. • Computer communications equipment • New York
This First Amendment (this “Amendment”) to that certain (i) Securities Purchase Agreement, dated as of May 4, 2023 (as amended and in effect from time to time, including by this Amendment, the “Purchase Agreement”), by and between HUB Cyber Security Ltd., a company organized under the laws of the State of Israel (the “Company”) and Lind Global Asset Management VI LLC, a Delaware limited liability company (the “Investor”), (ii) Senior Secured Convertible Promissory Note, dated as of May 8, 2023, between the Company and the Investor (the “Note”) and (iii) Ordinary Share Purchase Warrant, dated as of May 8, 2023, between the Company and the Investor (the “Warrant”), in each case, is made and entered into as of August 24, 2023, by and between the Company and the Investor. Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement.
SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT, WARRANTS AND NOTESSecurities Purchase Agreement • August 16th, 2024 • Hub Cyber Security Ltd. • Computer communications equipment
This Amendment (this “Amendment”) to that certain (i) Securities Purchase Agreement, dated as of March 12, 2024 (as amended on April 3, 2024, the “Securities Purchase Agreement”), by and between HUB Cyber Security Ltd., an Israeli company (the “Company”), and Tamas Gottdiener (the “Buyer”); (ii) the Convertible Notes issued by the Company to the Buyer on March 12, 2024 and on April 3, 2024 (the “Outstanding Notes”); and (iii) the Warrants to Purchase Ordinary Shares issued by the Company to the Buyer on March 12, 2024 and on April 3, 2024 (the “Outstanding Warrants”), in each case, is hereby made and entered into as of June 26, 2024. Capitalized terms used but not defined herein shall have the meanings given to them in the Securities Purchase Agreement.
THIRD AMENDMENT TO CONVERTIBLE LOAN AGREEMENTSConvertible Loan Agreement • August 16th, 2024 • Hub Cyber Security Ltd. • Computer communications equipment
This Third Amendment (this “Amendment”) to those certain Convertible Loan Agreements, dated as of February 23, 2023 (the “First Convertible Loan Agreement”), June 11, 2023 (the “Second Convertible Loan Agreement”) and July 7, 2023 (the “Third Convertible Loan Agreement”, and together with the First Convertible Loan Agreement, the Second Convertible Loan Agreement, the first amendment of March 31, 2024 (the “First Amendment”) and the second amendment of April 18, 2024 (the “Second Amendment”), the “Convertible Loan Agreements”), by and among HUB Cyber Security Ltd., a company organized under the laws of the State of lsrael (the “Company”), the original lender, Shayna LP, a hedge fund registered in the Cayman Islands (“Shayna”), and Akina Holding Limited (the “Lender”) to which all of Shayna’s rights under the Convertible Loan Agreements, with the exception of consulting and brokerage fee under section 5 of the Third Loan Agreement, were sold to, is made and as of May 09, 2024 (the “Effe
Share Purchase Agreement From the 3rd day of the 4th month in 2024Share Purchase Agreement • August 16th, 2024 • Hub Cyber Security Ltd. • Computer communications equipment
Whereas Seller 1 declares that it owns 100 ordinary shares of NIS 1, which constitute approximately 26.74% of the issued and paid-up share capital of the Company in full dilution (hereinafter: “Seller 1’s shares”);
ContractNote • May 8th, 2023 • Hub Cyber Security Ltd. • Computer communications equipment • New York
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • March 30th, 2023 • Hub Cyber Security Ltd. • Computer communications equipment • New York
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of March 28, 2023 is made by and between DOMINION CAPITAL LLC., a Connecticut limited liability company (the “Investor”), and HUB CYBER SECURITY, LTD. a company organized under the laws of the State of Israel (the “Company”).
FIRST AMENDMENT TO CONVERTIBLE LOAN AGREEMENTSConvertible Loan Agreement • August 16th, 2024 • Hub Cyber Security Ltd. • Computer communications equipment
This First Amendment (this “Amendment”) to those certain Convertible Loan Agreements, dated as of February 23, 2023 (the “First Convertible Loan Agreement”), June 11, 2023 (the “Second Convertible Loan Agreement”) and July 7, 2023 (the “Third Convertible Loan Agreement”, and together with the First Convertible Loan Agreement and the Second Convertible Loan Agreement: the “Convertible Loan Agreements”), by and among HUB Cyber Security Ltd., a company organized under the laws of the State ofisrael (the “Company”), the original lender, Shayna LP, a hedge fund registered in the Cayman Islands (“Shayna”), and Akina Holding Limited (the “Lender”) to which all of Shayna’s rights under the Convertible Loan Agreements, with the exception of consulting and brokerage fee under section 5 of the Third Loan Agreement, were sold to, is made and as of March 31, 2024 (the “Signing Date”), but will only enter into effect upon its approval by the Board of Directors of the Company (the “Effective Date”) b
ContractDebt Settlement Agreement • August 16th, 2024 • Hub Cyber Security Ltd. • Computer communications equipment
Certain confidential information contained in this document, marked by brackets and asterisk, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because it (i) is not material and (ii) would be competitively harmful if publicly disclosed
SECOND AMENDMENT TO CONVERTIBLE LOAN AGREEMENTSConvertible Loan Agreement • August 16th, 2024 • Hub Cyber Security Ltd. • Computer communications equipment
This Second Amendment (this “Amendment”) to those certain Convertible Loan Agreements, dated as of February 23, 2023 (the “First Convertible Loan Agreement”), June 11, 2023 (the “Second Convertible Loan Agreement”) and July 7, 2023 (the “Third Convertible Loan Agreement”, and together with the First Convertible Loan Agreement and the Second Convertible Loan Agreement, as amended on March 31, 2024, the “Convertible Loan Agreements”), by and among HUB Cyber Security Ltd., a company organized under the laws of the State ofisrael (the “Company”), the original lender, Shayna LP, a hedge fund registered in the Cayman Islands (“Shayna”), and Alcina Holding Limited (the “Lender”) to which all of Shayna’s rights under the Convertible Loan Agreements, with the exception of consulting and brokerage fee under section 5 of the Third Loan Agreement, were sold to, is made and as of April 18, 2024 (the “Effective Date”) by and among the Company, Shayna and the Lender (collectively the “Parties”). Capi
FIRST AMENDMENT TO PUT AND CALL AGREEMENTPut and Call Agreement • November 17th, 2022 • Hub Cyber Security (Israel) Ltd. • Computer communications equipment
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.
PUT AND CALL OPTION AGREEMENTPut and Call Option Agreement • November 17th, 2022 • Hub Cyber Security (Israel) Ltd. • Computer communications equipment • New York
This Put and Call Option Agreement (this “Agreement”) is made and entered as of March 23, 2022, by and between Hub Cyber Security Israel Ltd., a company organized under the laws of the State of Israel (the “Company”), and each of the stockholders of Mount Rainier Acquisition Corp., a Delaware corporation (“SPAC”), listed on Schedule A (the “Stockholders”).
Loan Agreement Signed in Tel Aviv on ___ 16 __January___, 2023Loan Agreement • August 15th, 2023 • Hub Cyber Security Ltd. • Computer communications equipment
Between: Hub Cyber Security (Israel) Ltd., Company Number 511029373 From 17 Rothschild Blvd., Tel Aviv-Yafo (hereinafter: the “Borrower” and/or the “Company”)
FIRST AMENDMENT TO SENIOR SECURED DEMAND PROMISSORY NOTESenior Secured Demand Promissory Note • August 15th, 2023 • Hub Cyber Security Ltd. • Computer communications equipment
THIS FIRST AMENDMENT TO SENIOR SECURED DEMAND PROMISSORY NOTE (this “Amendment”), is entered into as of March 28, 2023, by and between HUB Cyber Security Ltd., a company organized under the laws of the State of Israel. (the “Borrower”), and Dominion Capital LLC (the “Investor”, and, together with the Borrower, the “Parties”), with reference to the following facts:
SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT, SENIOR SECURED CONVERTIBLE PROMISSORY NOTE AND WARRANTSecurities Purchase Agreement • November 29th, 2023 • Hub Cyber Security Ltd. • Computer communications equipment • New York
This Second Amendment (this “Amendment”) to that certain (i) Securities Purchase Agreement, dated as of May 4, 2023 (as amended and in effect from time to time, including by this Amendment, the “Purchase Agreement”), by and between HUB Cyber Security Ltd., a company organized under the laws of the State of Israel (the “Company”) and Lind Global Asset Management VI LLC, a Delaware limited liability company (the “Investor”), (ii) Amended and Restated Senior Secured Convertible Promissory Note, dated as of August 24, 2023, between the Company and the Investor (the “Note”) and (iii) Amended and Restated Ordinary Share Purchase Warrant, dated as of August 24, 2023, between the Company and the Investor (the “Warrant”), in each case, is made and entered into as of November 28, 2023, by and between the Company and the Investor. Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement.
AMENDMENT TO SECURITIES PURCHASE AGREEMENT, WARRANT, AND NOTESecurities Purchase Agreement, Warrant, and Note • August 16th, 2024 • Hub Cyber Security Ltd. • Computer communications equipment
This Amendment (this “Amendment”) to that certain (i) Securities Purchase Agreement, dated as of March 12, 2024 (the “Securities Purchase Agreement”), by and between HUB Cyber Security Ltd., an Israeli company (the “Company”), and Tamas Gottdiener (the “Buyer”); (ii) the Warrant to Purchase Ordinary Shares, issued by the Company to the Buyer on March 12, 2024 (the “First Warrant”) and (iii) the Secured Convertible Note, issued by the Company to the Buyer on March 12, 2024 (the “Note”), in each case, is hereby made and entered into as of April 3, 2024. Capitalized terms used but not defined herein shall have the meanings given to them in the Securities Purchase Agreement.
FIRST AMENDMENT TO CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • August 16th, 2024 • Hub Cyber Security Ltd. • Computer communications equipment
This First Amendment (this “Amendment”) to that certain Convertible Loan Agreement, dated as of July 9, 2023 (as amended and in effect from time to time, including by this Amendment, the “Loan Agreement”), by and between HUB Cyber Security Ltd., a company organized under the laws of the State of Israel (the “Company”), and Shayna LP, a hedge fund registered in the Cayman Islands (the “Lender”), is made and entered into as of August 17, 2023, by and between the Company and the Lender. Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 16th, 2024 • Hub Cyber Security Ltd. • Computer communications equipment
This LOAN AND SECURITY AGREEMENT (as amended, restated, amended and restated, modified or otherwise supplemented from time to time this “Agreement”) is dated as of December 4, 2023 (the “Effective Date”) among Hub Cyber Security Ltd., an Israeli company (“Lender”) and Blackswan Technologies, Inc., a Delaware corporation (“Borrower”), and provides the terms on which Lender shall lend to Borrower and Borrower shall repay Lender. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 8. Lender and Borrower agree as follows:
Conversion Loan Agreement Prepared and signed in Tel Aviv on February 23, 2023 between HUB CYBER SECURITY LTD (hereinafter: “the Borrower” or “the Company”) and SHAYAN LP CO -113064 (hereinafter: “the Lender”) Hereinafter collectively: “The Parties”Conversion Loan Agreement • August 15th, 2023 • Hub Cyber Security Ltd. • Computer communications equipment
Whereas the Company is a public company whose shares and warrants are listed for trading on the Tel Aviv Stock Exchange, and as detailed in their reports, the trading in its shares and tradable warrants is expected to be transferred to NASDAQ as part of a merger with a SPAC (Mount Rainer Acquisition Corp).
ADDENDUM NO. 1 TO FINANCIAL ADVISORY SERVICES AGREEMENTFinancial Advisory Services Agreement • August 15th, 2023 • Hub Cyber Security Ltd. • Computer communications equipment
This Addendum to Financial Advisory Services Agreement (this “Addendum”) is made as of this 28 day of December 2022 (“Effective Date”), by and between:
