WARRANT AGREEMENTWarrant Agreement • November 12th, 2019 • LGL Systems Acquisition Corp. • Blank checks • New York
This agreement is made as of November 6, 2019 between LGL Systems Acquisition Corp., a Delaware corporation, with offices at 165 W. Liberty St., Suite 220, Reno, NV 89501 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2019 • LGL Systems Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 6th day of November, 2019, by and among LGL Systems Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
IRONNET, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 23rd, 2021 • LGL Systems Acquisition Corp. • Services-prepackaged software • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of , 20 and is between IronNet, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
15,000,000 Units LGL SYSTEMS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2019 • LGL Systems Acquisition Corp. • Blank checks • New York
Introductory. LGL Systems Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 15,000,000 units of the Company (the “Public Units”). The 15,000,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 2,250,000 Public Units as provided in Section 2. The additional 2,250,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection wi
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 21st, 2019 • LGL Systems Acquisition Corp. • Blank checks • Delaware
This Agreement, made and entered into effective as of the ___ day of _____, 2019 (“Agreement”), by and between LGL Systems Acquisition Corp., a Delaware corporation (“Company”), and ____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 12th, 2019 • LGL Systems Acquisition Corp. • Blank checks • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 23rd, 2021 • LGL Systems Acquisition Corp. • Services-prepackaged software • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among IronNet Cybersecurity, Inc. (formerly known as LGL Systems Acquisition Corp.), a Delaware corporation (the “Company”), LGL Systems Acquisition Holding Company, LLC, a Delaware limited liability company (“LGL Sponsor”) and each of the undersigned parties listed as a “New Holder” (each such party, together with LGL Sponsor and any other person who hereafter becomes a party to this Agreement pursuant to Section 5.02 hereof, a “Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
COMMON STOCK PURCHASE AGREEMENT Dated as of February 11, 2022 by and between IRONNET, INC. and TUMIM STONE CAPITAL LLCCommon Stock Purchase Agreement • February 14th, 2022 • IronNet, Inc. • Services-prepackaged software • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of February 11, 2022 (this “Agreement”), by and between Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), and IronNet, Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2022 • IronNet, Inc. • Services-prepackaged software • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 11, 2022 is by and between Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), and IronNet, Inc., a Delaware corporation (the “Company”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 15th, 2021 • LGL Systems Acquisition Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 15th day of March, 2021, by and among LGL Systems Acquisition Corporation, a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • January 4th, 2023 • IronNet, Inc. • Services-prepackaged software • New York
This Amended and Restated Security Agreement, dated as of January [•], 2023 (“Security Agreement”), is made by and among IronNet, Inc., a Delaware corporation (“Grantor”), and the secured parties listed on the signature pages hereto (each, a “Secured Party” and, collectively, the “Secured Parties”), amends and restates the Security Agreement, dated as of December 30, 2022 executed in connection with the C5 Note (as defined below) and those certain Security Agreements, dated between December 14, 2022 and December 16, 2022 (collectively, the “Original Security Agreements”), by and between the Grantor and [•].
LGL Systems Acquisition Corp. Reno, NV 89501 Jefferies LLC New York, New York 10022Letter Agreement • July 23rd, 2021 • LGL Systems Acquisition Corp. • Services-prepackaged software • 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 between LGL Systems Acquisition Corp., a Delaware corporation (the “Company”), and Jefferies LLC as representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 2nd, 2023 • IronNet, Inc. • Services-prepackaged software • Virginia
This Amended and Restated Employment Agreement (the “Agreement”) is entered into effective __September 13__________, 2022 (the “Effective Date”), by and between Cameron Pforr (the “Executive”) and IronNet Cybersecurity, Inc. (the “Company”)..
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 1st, 2021 • IronNet, Inc. • Services-prepackaged software • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 26, 2021, is made and entered into by and among IronNet, Inc. (formerly known as LGL Systems Acquisition Corp.), a Delaware corporation (the “Company”), LGL Systems Acquisition Holding Company, LLC, a Delaware limited liability company (“LGL Sponsor”) and each of the undersigned parties listed as a “New Holder” (each such party, together with LGL Sponsor and any other person who hereafter becomes a party to this Agreement pursuant to Section 5.02 hereof, a “Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
LGL Systems Acquisition Corp.LGL Systems Acquisition Corp. • November 12th, 2019 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of LGL Systems Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), LGL Systems Nevada Management Partners LLC (the “Affiliate”) shall make available to the Company certain office space, utilities and secretarial support as may be required by the Company from time to time, situated at 165 W. Liberty St., Suite 220, Reno, NV 89501 (or any successor location). In exchange therefore, the Company shall pay the Affiliate the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Terminatio
LGL Systems Acquisition Corp. Reno, NV 89501 Ladies and Gentlemen:Lock-Up Agreement • September 23rd, 2021 • IronNet, Inc. • Services-prepackaged software • Delaware
This Lock-Up agreement (this “Agreement”) is entered into in connection with, and conditioned upon the consummation of the transactions contemplated by, that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among LGL Systems Acquisition Corp., a Delaware corporation (“LGL”), LGL Systems Merger Sub Inc., a Delaware corporation (“LGL Sub”), and IronNet Cybersecurity, Inc., a Delaware corporation (“IronNet”), dated as of March 15, 2021. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement.
AGREEMENT AND PLAN OF Reorganization AND MERGER dated as of March 15, 2021 by and among LGL SYSTEMS ACQUISITION CORP., LGL SYSTEMS MERGER SUB INC., and IRONNET CYBERSECURITY, INC.Subscription Agreement • March 15th, 2021 • LGL Systems Acquisition Corp. • Blank checks • Delaware
AMENDMENT TO LETTER AGREEMENTLetter Agreement • July 12th, 2023 • IronNet, Inc. • Services-prepackaged software
This Amendment (“Amendment”) to the Letter Agreement, dated June 16, 2023 (the “Letter Agreement”), by and between IRONNET, INC. (the “Company”) and C5 CC FERROUS, LLC (the “JV” and, together with the Company, each a “Party” and collectively, the “Parties”) is made and entered into as of July 11, 2023 (the “Amendment Date”) by and between the Parties. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Letter Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2021 • LGL Systems Acquisition Corp. • Services-prepackaged software • Maryland
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 8, 2019, by and between IronNet Cybersecurity, Inc., a Delaware corporation (the “Company”), and General Keith Alexander (“Executive”). The Company will continue to employ Executive and Executive accepts such continued employment upon the terms and conditions set forth in this Agreement.
IRONNET, INC. TERMS FOR DIP FINANCINGTerms for Dip • January 31st, 2024 • IronNet, Inc. • Services-prepackaged software
This binding term sheet (the “Term Sheet”) sets forth the principal terms of a potential superpriority, senior secured debtor-in-possession credit facility (the “DIP Facility”, the credit agreement evidencing the DIP Facility, the “DIP Credit Agreement” and, together with the other definitive documents governing the DIP Facility and the DIP Order (as defined herein), collectively, the “DIP Documents,”) each of which shall be in form and substance acceptable to the DIP Facility Agent (as defined herein), the DIP Facility Lenders(as defined herein) and the Loan Parties, to be entered into with the Loan Parties (as defined herein) in the Loan Parties’ cases (the “Chapter 11 Cases”) to be commenced under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The DIP Facility, and the adequate protection provided therein to the beneficiaries of pre-petition liens and security inter
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 15th, 2021 • LGL Systems Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”), dated as of March 15, 2021, is entered into by and among LGL Systems Acquisition Corp., a Delaware corporation (“Acquiror”), LGL Systems Acquisition Holding Company, LLC, a Delaware limited liability company (“Sponsor”), IronNet Cybersecurity, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (defined below).
Re: Separation AgreementEmployment Agreement • October 4th, 2022 • IronNet, Inc. • Services-prepackaged software • North Carolina
This letter sets forth the substance of the separation agreement (the “Agreement”) which IronNet Cybersecurity, Inc. (the “Company”) is offering to you to aid in your employment transition.
EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2021 • LGL Systems Acquisition Corp. • Services-prepackaged software • Maryland
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 7th day of February, 2019, by and between IronNet Cybersecurity, Inc., (the “Company”), and Sean Foster (“Executive”). The Company will employ Executive and Executive accepts such employment upon the terms and conditions set forth in this Agreement.
CONFIDENTIALIronNet, Inc. • July 12th, 2023 • Services-prepackaged software
This letter memorializes the agreement between C5 CC Ferrous, LLC (“JV”) and IronNet, Inc. (“IronNet” or the “Company”) (the JV and the Company each a “Party” and, together, the “Parties”), by which the Parties agree to the following (in each case in accordance with the terms hereof): (1) the JV shall provide funds necessary to cover the Company’s on-going operational shortfall from the Effective Date until the Recapitalization; (2) the Board shall appoint new management for the Company, in consultation with the JV; (3) the Parties shall take steps necessary to remove the Company from the public securities markets and take it private (the “take private” transaction); and (4) following the consummation of the take-private transaction (the “Closing”), the JV and its co-investors shall recapitalize the Company (the “Recapitalization”). The steps outlined herein are intended to be consistent with the JV’s June 12, 2023 presentation to the Board (the “Presentation”). In the event of any inc
AMENDMENTTO SECURED PROMISSORY NOTE(S)IronNet, Inc. • January 31st, 2024 • Services-prepackaged software
This Amendment (“Amendment”) to the one or more secured promissory notes (listed below, hereinafter “Note(s)”) is made and entered into as of June 30, 2023 (the “Amendment Date”) by and between IRONNET, INC. (“IronNet”) and the undersigned holder (“Holder”; and together with IronNet, each a “Party” and collectively, the “Parties”),of the Note(s).
November 18, 2022 Don Closser Re: Separation Agreement Dear Don:Employment Agreement • November 18th, 2022 • IronNet, Inc. • Services-prepackaged software • Texas
This letter sets forth the substance of the separation agreement (the “Agreement”) which IronNet Cybersecurity, Inc. (the “Company”) is offering to you to aid in your employment transition.
March 15, 2021LGL Systems Acquisition Corp. • March 15th, 2021 • Blank checks • Delaware
Reference is made to the Agreement and Plan of Reorganization and Merger (as amended, supplemented, restated or otherwise modified from time to time, the “Merger Agreement”), by and among LGL Systems Acquisition Corp., a Delaware corporation (“Acquiror”), LGL Systems Merger Sub Inc., a Delaware corporation (“Merger Sub”), and IronNet Cybersecurity, Inc., a Delaware corporation (the “Company”), that the parties thereto are entering into concurrently herewith. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement.
AMENDMENT TO EMPLOYMENT AGREEMENT, EFFECTIVE AS OF JUNE 21, 2022, BY AND BETWEEN THE REGISTRANT AND JAMES GERBEREmployment Agreement • September 14th, 2022 • IronNet, Inc. • Services-prepackaged software
This is an amendment to the Employment Agreement dated September 6, 2019 between IronNet Cybersecurity, Inc. (now IronNet, Inc.) and James Gerber (“Employment Agreement”), and is effective on June 21, 2022.
EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2021 • LGL Systems Acquisition Corp. • Services-prepackaged software • Maryland
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 7th day of February 2019, by and between IronNet Cybersecurity, Inc., a Delaware corporation (the “Company”), and William Welch (“Executive”). The Company will employ Executive and Executive accepts such employment upon the terms and conditions set forth in this Agreement.
