L&F Acquisition Corp.Securities Subscription Agreement • October 15th, 2020 • L&F Acquisition Corp. • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on August 28, 2020 by and between JAR Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and L&F Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • November 12th, 2020 • L&F Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2020, by and between L&F Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 16th, 2020 • L&F Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between L&F Acquisition Corp., a Cayman Islands exempted company (the “Company”), and JAR Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 16th, 2020 • L&F Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among L&F Acquisition Corp., a Cayman Islands exempted company (the “Company”), JAR Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Jefferies LLC and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, Jefferies LLC and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
AGREEMENT AND PLAN OF MERGER by and among ZI INTERMEDIATE II, INC. HI OPTIMUS MERGER SUB, INC. and ZEROFOX HOLDINGS, INC. Dated as of February 6, 2024Merger Agreement • February 6th, 2024 • ZeroFox Holdings, Inc. • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of February 6, 2024 by and among ZI Intermediate II, Inc., a Delaware corporation (“Parent”), HI Optimus Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and ZeroFox Holdings, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes referred to herein collectively as the “Parties”, and individually as a “Party”. All capitalized terms used herein shall have the respective meanings ascribed thereto in Annex A or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise.
L&F Acquisition Corp. c/o Victory Park Capital Advisors, LLC Chicago, IL 60606Underwriting Agreement • November 23rd, 2020 • L&F Acquisition Corp. • Blank checks • 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 among L&F Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Jefferies LLC, as the sole book-running manager and sole underwriter (“Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 15,000,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $10.00 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registrat
15,000,000 Units L&F Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 23rd, 2020 • L&F Acquisition Corp. • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • November 16th, 2020 • L&F Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _________, 2020, is by and between L&F Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 16th, 2020 • L&F Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2020 by and between L&F Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
executive EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 30th, 2023 • ZeroFox Holdings, Inc. • Services-business services, nec • Maryland
ZeroFox Holdings, Inc. (the “Company”) and James C. Foster (“Executive”) (each, a “Party” and collectively, the “Parties”) agree to enter into this EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) dated as of January 18, 2023 (“Effective Date”). The term “Company” shall include all subsidiaries and affiliates of the Company including, but not limited to, ZeroFox, Inc. and Identity Theft Guard Solutions, Inc.
WARRANT AGREEMENTWarrant Agreement • November 23rd, 2020 • L&F Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 23, 2020, is by and between L&F Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
NOTE REPURCHASE AGREEMENTNote Repurchase Agreement • March 6th, 2024 • ZeroFox Holdings, Inc. • Services-business services, nec • New York
This Note Repurchase Agreement (this “Agreement”) is made as of March 4, 2024 by and between ZeroFox Holdings, Inc., a Delaware corporation (“Buyer”) and Corbin ERISA Opportunity Fund, Ltd. (“Seller”). Buyer and Seller are collectively referred to herein as the “Parties” and each individually, a “Party.”
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 6th, 2024 • ZeroFox Holdings, Inc. • Services-business services, nec • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of February [•], 2024 is entered into by and between [•] (“Stockholder”) and ZI Intermediate II, Inc., a Delaware corporation (“Parent”).
April 24, 2020Executive Retention Program - Stock Option Vesting Upon a Change in Control • April 8th, 2022 • L&F Acquisition Corp. • Services-business services, nec
This letter agreement pertains to the stock options (the “Options”) granted to you under the Incentive Stock Option Notice with a Grant Date of February 24, 2020 (a “Grant Agreement”), and amends the terms of the Grant Agreement(s) and the ZeroFox, Inc. 2013 Equity Incentive Plan (“Plan”).
LEASE AGREEMENTLease Agreement • April 8th, 2022 • L&F Acquisition Corp. • Services-business services, nec
THIS LEASE AGREEMENT (“Lease”) is made this 27th day of February, 2016, by and between. 1830 CHARLES STREET LLC, a Maryland limited liability company (“Landlord”) and ZEROFOX, INC., a Maryland corporation (“Tenant”).
AMENDMENT NO. 2 TO LEASE AGREEMENTLease Agreement • April 24th, 2023 • ZeroFox Holdings, Inc. • Services-business services, nec
This Amendment No. 2 to the Lease Agreement (this “Amendment”) is entered into and effective as of April 21, 2023 (“Amendment Date”), and is between 1830 Charles Street, LLC, a Maryland limited liability company (“Landlord”) and ZeroFox, Inc., a Delaware corporation (“ZeroFox”).
Sponsor Support Letter AgreementSponsor Support Letter Agreement • December 20th, 2021 • L&F Acquisition Corp. • Blank checks
Reference is hereby made to (a) that certain Sponsor Support Letter Agreement re Initial Public Offering, dated as of November 18, 2020 (the “Original Letter Agreement”), by and among (i) L&F Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing) (the “Acquiror”), (ii) JAR Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), (iii) the undersigned individuals listed on the signature page hereto as a “Sponsor Holder” (each such undersigned individual, a “Sponsor Holder,” and collectively, the “Sponsor Holders”), and (iv) certain members of Acquiror’s board of directors and/or management team listed on the signature page hereto as “Original Signatories” (the “Original Signatories”), and (b) that certain Business Combination Agreement, dated as of the date hereof (as the same may be amended, restated or amended and restated from time to time in accordance with its terms, the “Business Combi
EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2022 • L&F Acquisition Corp. • Blank checks • Oregon
This Employment Agreement (“Agreement”) is made as of August 09, 2017, between Identity Theft Guard Solutions, Inc. (the “Company”), and Thomas Kelly (the “Executive”).
L&F ACQUISITION CORP. 150 North Riverside Plaza, Suite 5200 Chicago, IL 60606 November [●], 2020Office Space and Administrative Services Agreement • November 12th, 2020 • L&F Acquisition Corp. • 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 L&F Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), JAR Sponsor, LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 150 North Riverside Plaza, Suite 5200, Chicago, Illinois (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly thereafter until
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 23rd, 2020 • L&F Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 18, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between L&F Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Jefferies LLC (the “Purchaser”).
November 1, 2017Executive Retention Program - Stock Option Vesting • April 8th, 2022 • L&F Acquisition Corp. • Services-business services, nec
We are pleased to provide you with this letter agreement (“Letter Agreement”) in recognition of your status as a valued executive of ZeroFox, Inc. (“ZeroFox” or the “Company”). This Letter Agreement provides enhanced vesting terms for your stock options specified below in the event of a Change in Control (as defined below) of ZeroFox, and represents our retention program for executives.
TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 9th, 2023 • ZeroFox Holdings, Inc. • Services-business services, nec • New York
This EIGHTH Amendment and Joinder to Loan and Security Agreement (this “Eighth Amendment and Joinder”), dated as of May 31, 2023, is executed and delivered by LOOKINGGLASS CYBER SOLUTIONS, LLC, a Delaware limited liability company, and LGCS Acquisition Holdco, LLC, a Delaware limited liability company (each a “New Guarantor” and, collectively, “New Guarantors”); ZEROFOX, INC. (“Borrower”); and ZEROFOX HOLDINGS, INC., ZEROFOX HOLDINGS, LLC, IDX FORWARD MERGER SUB, LLC, IDENTITY THEFT GUARD SOLUTIONS, INC., RBP FINANCIAL SERVICES, LLC, ZEROFOX CHILE HOLDINGS, LLC, ZEROFOX INDIA HOLDING, LLC, and VIGILANTEATI, INC. (each a “Guarantor” and, collectively, “Guarantors”; Borrower and Guarantors are each a “Loan Party” and, collectively, “Loan Parties”) and STIFEL BANK (“Bank”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to those terms in the Loan Agreement (as defined below).
NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 6th, 2024 • ZeroFox Holdings, Inc. • Services-business services, nec • New York
This NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 4, 2024, is executed and delivered by ZEROFOX, INC. (“Borrower”), ZEROFOX HOLDINGS, INC., ZEROFOX HOLDINGS, LLC, IDX FORWARD MERGER SUB, LLC, IDENTITY THEFT GUARD SOLUTIONS, INC., ZEROFOX CHILE HOLDINGS, LLC, ZEROFOX INDIA HOLDING, LLC, LOOKINGGLASS CYBER SOLUTIONS, LLC, and LGCS ACQUISITION HOLDCO, LLC (each a “Guarantor” and, collectively, “Guarantors”; Borrower and Guarantors are each a “Loan Party” and, collectively, “Loan Parties”) and STIFEL BANK (“Bank”). Except where otherwise noted, capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to those terms in the Loan Agreement (as defined below).
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2022 • L&F Acquisition Corp. • Blank checks
THIS AMENDMENT (the “Amendment”) is entered into as of December 16, 2021 (the “Effective Date”) and amends that certain Employment Agreement (the “Agreement”) dated August 9, 2017, and previously amended as of May 21, 2020, August 25, 2021, and November 3, 2021, by and between Identity Theft Guard Solutions, Inc. (the “Company”) and Thomas Kelly (“Executive”).
L&F ACQUISITION CORP.Office Space and Administrative Services Agreement • November 23rd, 2020 • L&F Acquisition Corp. • Blank checks • New York
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 L&F Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), JAR Sponsor, LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 150 North Riverside Plaza, Suite 5200, Chicago, Illinois (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly thereafter until
SIXTH AMENDMENT AND JOINDER TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 14th, 2022 • ZeroFox Holdings, Inc. • Services-business services, nec • New York
This Sixth Amendment and Joinder to Loan and Security Agreement (this “Sixth Amendment and Joinder”), dated as of October 6, 2022, is executed and delivered by ZEROFOX HOLDINGS, INC., a Delaware corporation, ZEROFOX HOLDINGS, LLC, a Delaware limited liability company, IDX FORWARD MERGER SUB, LLC, a Delaware limited liability company, and IDENTITY THEFT GUARD SOLUTIONS, INC., a Delaware corporation (each a “New Guarantor” and, collectively, “New Guarantors”), ZEROFOX, INC. (“Borrower”), Borrower’s subsidiaries, RBP FINANCIAL SERVICES, LLC, ZEROFOX CHILE HOLDINGS, LLC, ZEROFOX INDIA HOLDING, LLC, and VIGILANTEATI, INC. (each a “Guarantor” and, collectively, “Guarantors”; Borrower and Guarantors are each a “Loan Party” and, collectively, “Loan Parties”) and STIFEL BANK (“Bank”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to those terms in the Loan Agreement (as defined below).
Amendment Two to Employment AgreementEmployment Agreement • February 7th, 2022 • L&F Acquisition Corp. • Blank checks
THIS AMENDMENT (the “Amendment”) is entered into as of August 25, 2021 (the “Effective Date”), and amends that certain Employment Agreement (the “Agreement”) dated August 9, 2017, between Identity Theft Guard Solutions, Inc. d/b/a IDX (“ID Experts”), and Thomas F. Kelly (“Kelly”), as amended by Amendment One dated May 21, 2020.
AMENDMENT NO. 1 TO LEASELease Agreement • April 8th, 2022 • L&F Acquisition Corp. • Services-business services, nec
This Amendment to the Lease Agreement (this “Amendment”), dated as of March 1, 2021 (“Amendment Date”), is made between 1830 Charles Street, LLC, a Maryland limited liability company (“Landlord”) and ZeroFOX, Inc., a Delaware corporation (“ZeroFOX”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • December 20th, 2021 • L&F Acquisition Corp. • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between L&F Acquisition Corp., a Cayman Islands exempted company, which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein) (“SPAC”), and the undersigned investor (the “Investor”), in connection with the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among SPAC, L&F Holdings, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of SPAC (“L&F Holdings”), ZF Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of L&F Holdings (“ZF Merger Sub”), IDX Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of L&F Holdings (“IDX Merger Sub”), IDX Forward Merger Sub, LLC, a Delaware limited liabil
DEED OF SUB-SUBLEASESublease • February 7th, 2022 • L&F Acquisition Corp. • Blank checks • Virginia
THIS DEED OF SUB-SUBLEASE (this “Sublease”) is entered into this 30th day of September, 2020, by and between LOOKINGGLASS CYBER SOLUTIONS, INC., a Delaware corporation (“Sublandlord”) and ZEROFOX, INC., a Delaware corporation (“Subtenant”).
FORM OF CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • December 20th, 2021 • L&F Acquisition Corp. • Blank checks • New York
INDENTURE dated as of [●], 2022 between ZEROFOX HOLDINGS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national bank association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Amendment Three to Employment AgreementEmployment Agreement • February 7th, 2022 • L&F Acquisition Corp. • Blank checks
THIS AMENDMENT (the “Amendment”) is entered into as of November 3, 2021 (the “Effective Date”), and amends that certain Employment Agreement (the “Agreement”) dated August 9, 2017, between Identity Theft Guard Solutions, Inc. d/b/a IDX (“ID Experts”), and Thomas F. Kelly (“Kelly”), as amended by Amendment One dated May 21, 2020 and Amendment Two dated August 25, 2021.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 23rd, 2020 • L&F Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 18, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between L&F Acquisition Corp., a Cayman Islands exempted company (the “Company”), and JAR Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 23rd, 2020 • L&F Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 23, 2020 by and between L&F Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 16th, 2020 • L&F Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between L&F Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Jefferies LLC (the “Purchaser”).
