HUB Security SPAC Presentation Deck

I Disclaimer This investor presentation (this "Presentation") is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the "Proposed Business Combination") between HUB Cyber Security (israel) Ltd. (the "Company" or "Hub") and Mount Rainier Acquisition Corp. ("SPAC") and for no other purpose. This Presentation and information contained herein constitutes confidential information and is provided to you on the condition that you agree that you will hold it instrict confidence. Without the express prior written consent of the Company, this Presentation and any information contained herein may not be () reproduced in whole or in part). (i) copied at any time. (i) used for any purpose other than your evaluation of the Company and the Proposed Business Combination or (iv) provided to any other person, except your employees and advisors with a need to know who are advised of the confidentiality of the information. This Presentation supersedes and replaces all previous oral or written communications between the parties here to relating to the subject matter hereof. HUB This Presentation does not constitute () a solicitation of a proxy, vote, consent or authorization in any jurisdiction in respect of the Proposed Business Combination (i) an offer to sell a solicitation of an offer to buy, or a recommendation to purchase. any securities in any jurisdiction of the Company. SPAC, or any of their respective affiliates. (ii) a consent or authorization of any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer. solicitation or sale may be unlawful under the laws of such jurisdiction or (iv) a recommendation or advice regarding any securities in any jurisdiction. You should not construe the contents of this Presentation or any prior or subsequent communications from or with the Company, SPAC or their respective affiliates or representatives, as legal, tax accounting or investment advice or a recommendation. You should consult your own coursel and tax and financiad advisors as to legal and related matters concerning the matters described herein and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision. The distribution of this Presentation may also be restricted by law and persons into whose possession this Presentation comes should inform themselves about and observe any such restrictions. The recipient acknowledges that it is () aware that the United States securities laws prohibit any person who has material. non-public information concering a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and (i) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), and that the recipient will neither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the Exchange Act, including, without limitation Rule 106-5 thereunder. None of the Company or SPAC or their respective subsidiaries, stockholders, affiliates, representatives. partners, directors, officers, employees, advisers or agents makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. To the fullest extent permitted by law, in no circumstances will the Company, SPAC or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents (including the internal economic models), its omissions, reliance on the information contained within it, or on opinions communicated in relation there to or otherwise arising in connection therewith. The information contained herein does not purport to be all-inclusive or to contain al of the information that may be required to make a full analysis of the Company or the Proposed Business Combination. Recipients of this Presentation should each make their own evaluation of the Company and the Proposed Business Combination and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Forward-looking Statements Certain statements included in this Presentation are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or the Company's or SPAC's future financial or operating performance. For example, projections of future EBITDA and EBITDA Margin are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "would","seem". "expect", "intend". "will", "estimate", "anticipate", "believe". "future", "predict", "potential." "forecast" or "continue", or the negatives of these terms or variations of them or similar terminology, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are subject to risks. uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, and SPAC and its management, as the case may be, are inherently uncertain. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of the Company or SPAC. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: () the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Proposed Business Combination: (i) the outcome of any legal proceedings that may be instituted against SPAC, the combined company or others following the announcement of the Proposed Business Combination and any definitive agreements with respect thereto: (i) the inability to complete the Proposed Business Combination due to the failure to obtain approval of the stockholders of SPAC or the Company, to obtain certain governmental and regulatory approvals or to satisfy other conditions to closing, including delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regular reviews required to complete the Proposed Business Combination: (iv) changes to the proposed structure of the Proposed Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Proposed Business Combination: (v) the ability to meet stock exchange listing standards following the consummation of the Proposed Business Combination: (v) the risk that the Proposed Business Combination disrupts current plans and operations of the Company as a result of the announcement and consummation of the Proposed Business Combination: (vi) the lack of a third party valuation in determining whether or not to pursue the Proposed Business Combination: (vii) the ability to recognize the anticipated benefits of the Proposed Business Combination, which may be affected by, among other things. competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees: (x) costs related to the Proposed Business Combination: () changes in applicable laws or regulations: p) the possibility that the Company or the combined company may be adversely affected by other economic, business, and/or competitive factors: (xi) inaccuracies for any reason in the estimates of expenses and profitability and projected financial information for the Company: and pai) other risks and uncertainties set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in SPAC's final prospectus relating to its initial public offering dated October 4, 2021. Forward-looking statements speak only as of the date they are made. Nothing in this Presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither the Company nor SPAC undertakes any duty to update these forward-looking statements. Financial Information: Non-IFRS Financial Measures The financial information and data contained in this Presentation is unaudited and does not conform to Regulation S-X promulgated under the Securities Act of 1933, as amended. Accordingly, such information and data may not be included in may be adjusted in or may be presented differently in the registration statement to be filed by SPAC and the Company with the United States Securities and Exchange Commission (the "SEC"). This Presentation includes certain financial measures not presented in accordance with International Financial Reporting Standards ("IFRS") including, but not limited to. EBITDA and EBITDA Margin. These non-IFRS measures, and other measures that are calculated using such non-IFRS measures, are in addition to, and not a substitute for or superior to measures of financial performance prepared in accordance with IFRS and may exclude items that are significant in understanding and assessing the Company's financial results or future performance. Therefore, these measures should not be considered in isolation or as an alternative to operating income, net income. cash flows from operations or any other profitability, liquidity or performance measures derived in accordance with IFRS, You should be aware that the Company's presentation of these measures may not be comparable to similarly-titled measures used by other companies. The Company believes these non-IFRS measures of financial results, including on a forward-looking basis. provide useful information to management and investors regarding certain financial and business trends relating to the Company's financial condition and results of operations. The Company uses these non-IFRS measures for trend analyses, for budgeting and planning purposes. The Company believes that the use of these non-IFRS financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in comparing the Company's financial measures with other similar companies, many of which present similar non-IFRS financial measures to investors. These non-IFRS financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-IFRS financial measures. The management of the Company does not consider these non-IFRS measures in isolation or as an alternative to financial measures determined in accordance with IFRS. This Presentation also includes certain projections of non-IFRS financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable IFRS financial measures without urreasonable effort. Consequently, no disclosure of estimated comparable IFRS measures is included and no reconciliation of the forward-looking non-IFRS financial measures is included. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results. Use of Projections This Presentation contains financial forecasts with respect to the Company's projected financial results for the Company's fiscal years 2021 through 2026. The Company's independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation. These projections constitute forward-looking information and should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those contained in such projections. estimates and targets. See "Forward-Looking Statements" above. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company, or that actual results will not differ materially from those presented in the prospective financial information. The inclusion of projections, estimates and targets in this Presentation should not be regarded as an indication that the Company, SPAC. or their respective representatives.considered or consider the financial projections. estimates and targets to be a reliable prediction of future events or as a representation by any person that the results reflected in such forecasts will be achieved. Industry and Market Data The information, data and statistics contained herein are derived from various internal (including data that the Company and SPAC have internally collected) and extemal third-party sources. While the Company and SPAC believe such third-party information is reliable, there can be no assurance as to the accuracy or completeness of the indicated information. Neither the Company nor SPAC has independently verified the accuracy or completeness of the information provided by third party sources. No representation is made, by the Company's or SPAC's management, as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained herein. Any information, data or statistics on past performance or modeling contained herein is not an indication as to future performance. The Company and SPAC assume no obligation to update the information in this presentation. Participants in the Sollicitation The Company and SPAC and their respective directors and executive officers, under SEC rules, may be deemed participants in the solicitation of proxies from SPAC's stockholders in connection with the Proposed Business Combination. A list of the names of those directors and executive officers and a description of their interests in SPAC is contained in SPAC's find prospectus relating to its initial public offering dated October 4, 2021, which was filed with the SEC and is available free of charge at the SEC's web site at www.sec.gov, or by directing a request to: Mount Rainier Acquisition Corp. 256 W. 38th Street, 15th Floor, New York, NY 10018. Attention: Matthew Keamey. Additional information regarding the names and interests will be set forth in the proxy statement/prospectus for the Proposed Business Combination when available. The Company and its directors and executive officers may also be deemed to be participants in the solicitation of proxes from the stockholders of SPAC in connection with the Proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Proposed Business Combination will be set forth in the proxy statement/prospectus filed as part of the registration statement on Form F-4 for the Proposed Business Combination, which is expected to be filed by the Company with the SEC, Additional Information for Investors and Stockholders In connection with the Proposed Business Combination, the Company intends to file with the SEC a registration statement on Form F-4 containing a proxy statement/prospectus, and after the registration statement is declared effective by the SEC, SPAC will mail a definitive proxy statement/prospectus relating to the Proposed Business Combination to its stockholders. This Presentation does not contain all the information that should be considered conceming the Proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Business Combination. This Presentation is not a substitute for any registration statement or for any other document that the Company or SPAC may file with the SEC in connection with the Proposed Business Combination. Investors and security holders are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the Proposed Business Combination, as these materials will contain important information about the Company, SPAC and the Proposed Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the Proposed Business Combination will be mailed to stockholders of SPAC as of a record date to be established for voting on the Proposed Business Combination. Stockholders will also be able to obtain copies of the preliminary proxy statement/prospectus. the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, through the website maintained by the SEC at www.sec.gov. or by directing a request to: Mount Rainier Acquisition Corp... 256 W. 38th Street, 15th Floor, New York, NY 10018, Attention: Matthew Kearney. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Trademarks The Company and SPAC own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This presentation may also contain trademarks, service marks, trade names and copyrights of third-parties, which are the property of their respective owners. The use or display of third-parties trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with the Company or SPAC, or an endorsement or sponsorship by or of the Company or SPAC. Solely for convenience, the trademarks. service marks, trade names and copyrights referred to in this presentation may appear without the TM. SM. or symbols, but such references are not intended to indicate in any way that the Company or SPAC will not assert to the fullest extent under applicable law their respective rights or the rights of the applicable licersor(s) to these trademarks. service marks, trade names and copyrights. Page 2