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.
NOTE REPURCHASE AGREEMENTNote Repurchase Agreement • February 6th, 2024 • ZeroFox Holdings, Inc. • Services-business services, nec • New York
This Note Repurchase Agreement (this “Agreement”) is made as of February 6, 2024 by and between ZeroFox Holdings, Inc., a Delaware corporation (“Buyer”) and [•] (“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”).
