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, 2024Agreement and Plan of Merger • 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”).
