ZFOX ZeroFox Holdings Inc

TABLE OF CONTENTS

ARTICLE I Definitions and Rules of Construction

1.1. Definitions

1.2. Rules of Construction

ARTICLE II The Merger

2.1. Closing

2.2. The Merger

2.3. Governing Documents.

2.4. Managing Members of Surviving Limited Liability Company and LGCS LLC

2.5. Conversion of Capital Stock

2.6. Treatment of Options and Warrants

2.7. Closing Consideration Shares

2.8. Mechanics of Exchange and Surrender

2.9. Post-Closing Adjustments

2.10. Earnout Shares

2.11. Parent Sale Event

2.12. Tax Matters

2.13. Withholding

2.14. Security Deposit Shares

2.15 Specified Tax Matters Shares

ARTICLE III Representations and Warranties of the Company and LGCS Holdco

3.1. Organization and Power

3.2. Authorization and Enforceability

3.3. Capitalization

3.4. No Violation

3.5. Governmental Authorizations and Consents

3.6. Financial Statements

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3.7. Absence of Certain Changes

3.8. Relationships with Affiliates

3.9. Indebtedness to and from Officers, Directors and Stockholders of the Group Companies

3.10. Assets

3.11. Real Property

3.12. Intellectual Property

3.13. Contracts

3.14. Compliance with Laws; Anti-Corruption; Anti-Money Laundering; Permits

3.15. Environmental Matters

3.16. Litigation

3.17. Personnel Matters

3.18. Labor Matters

3.19. Employee Benefits

3.20. Tax Matters

3.21. Insurance

3.22. Bank Accounts; Powers of Attorney

3.23. Customers and Suppliers.

3.24. Books and Records

3.25. Products Liability and Warranty Liability

3.26. Export Controls; Sanctions

3.27. Requisite Approval

3.28. No Brokers

3.29. Accredited Investors

3.30. No Additional Representations

ARTICLE IV Representations and Warranties of Parent and Merger Sub

4.1. Organization and Authority of Parent and Merger Sub

4.2. No Conflicts; Required Filings Consents

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4.3. No Prior Merger Sub Operations

4.4. No Brokers

4.5. SEC Filings

4.6. Litigation

4.7. Absence of Changes

4.8. Valid Issuance

4.9. Tax Matters

4.10. Solvency

4.11. Investigation

4.12. Foreign Person

4.13. No Additional Representations

ARTICLE V Covenants

5.1. Conduct of the Company

5.2. Access to Information

5.3. Consents; Approvals; Efforts, Regulatory and Other Authorizations

5.4. Tax Matters

5.5. Confidentiality

5.6. Exclusivity

5.7. Public Announcements

5.8. Notice of Developments

5.9. Termination of Affiliated Loans

5.10. Information Statement; Stockholders’ Written Consent

5.11. Director and Officer Indemnification

5.12. Form 8-K Filing

5.13. No Parent Securities Transactions

5.14. LGCS Restructuring

5.15. Awards under the Parent Equity Plan

5.16. Intentionally Omitted

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5.17. Update of Allocation Statement

5.18. Payoff Closing Indebtedness

5.19. Payoff Transaction Expenses

5.20. Czechia Filing

5.21. Funding of Specified Tax Matters Reserve

5.22. Security Deposits

ARTICLE VI Conditions to Closing

6.1. Conditions to the Obligations of the Company and LGCS Holdco

6.2. Conditions to the Obligations of Parent and Merger Sub

ARTICLE VII Deliveries by LGCS Holdco and the Company at Closing

7.1. Deliveries by LGCS Holdco and the Company at Closing

7.2. Deliveries by Parent and Merger Sub at Closing

ARTICLE VIII Indemnification

8.1. Survival of Representations and Covenants

8.2. Indemnification of Parent Indemnitees

8.3. Certain Limitations

8.4. Procedure.

8.5. Tax Treatment

8.6. Indemnity Shares Offset

8.7. Special Indemnity Shares

8.8 Exclusive Remedy

ARTICLE IX Termination

9.1. Termination Events

9.2. Procedure and Effect of Termination

ARTICLE X Miscellaneous

10.1. Stockholders’ Representative

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10.3. Notices

10.4. Governing Law

10.5. Entire Agreement

10.6. Severability

10.7. Amendment

10.8. Effect of Waiver or Consent

10.9. Parties in Interest; Limitation on Rights of Others

10.10. Assignability

10.11. Jurisdiction; Court Proceedings; Waiver of Jury Trial

10.12. Specific Performance

10.13. Counterparts

10.14. Further Assurances

10.15. Privilege.

EXHIBITS

EXHIBIT A – CLOSING NET WORKING CAPITAL CALCULATION

EXHIBIT B – FORM OF LETTER OF TRANSMITTAL

EXHIBIT C – CLOUDSHIELD IP LICENSE AGREEMENT

EXHIBIT D – FORM OF NOTE

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AGREEMENT AND PLAN OF MERGER

this aGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of April 14, 2023, is by and among ZeroFox Holdings, Inc., a Delaware corporation (“Parent”), LGCS Acquisition Holdco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), LGCS Holdco, Inc., a Delaware corporation (“LGCS Holdco”), LGCS Merger Sub, Inc., a Delaware corporation (“LGCS Merger Sub”), Lookingglass Cyber Solutions, Inc., a Delaware corporation (the “Company”), and Glenn Rieger, solely in his capacity as Stockholders’ Representative hereunder.

R E C I T A L S

WHEREAS, at least two (2) Business Days prior to the Closing, the Company and LGCS Holdco will cause LGCS Merger Sub to merge with and into the Company, with the Company surviving the merger, and in such merger, (i) the shares of capital stock of the Company issued and outstanding immediately prior to the merger will be automatically cancelled and extinguished and converted into the right to receive shares of capital stock of LGCS Holdco, having the same designations, powers, preferences and rights with respect to LGCS Holdco as such issued and outstanding shares of capital stock of the Company has with respect to the Company, (ii) all shares of capital stock held in the Company’s treasury immediately prior to the effective time of such merger will be automatically cancelled and cease to exist, and (iii) each share of common stock of LGCS Merger Sub issued and outstanding immediately prior to the effective time of such merger shall be converted into and shall represent one fully paid and nonassessable share of common stock of the Company, resulting in the Company becoming the sole and direct wholly-owned subsidiary of LGCS Holdco (the “LGCS Restructuring Merger”);

WHEREAS, as a result of the LGCS Restructuring Merger, LGCS Holdco will be the sole stockholder (and after the LGCS Restructuring Conversion (defined below) the sole member) of the Company and each stockholder of the Company prior to the LGCS Restructuring Merger shall hold the same capital stock in LGCS Holdco, with the same rights, privileges and preferences, as they had in the Company prior to the LGCS Restructuring Merger;

WHEREAS, promptly following the consummation of the LGCS Restructuring Merger and in no event later than one (1) Business Day prior to the Closing Date, LGCS Holdco will cause the Company to convert from a Delaware corporation to a Delaware limited liability company with the name Lookingglass Cyber Solutions, LLC, a Delaware limited liability company (the Company as converted, “LGCS LLC”) (the “LGCS Restructuring Conversion” and, together with the LGCS Restructuring Merger, the “LGCS Reorganization”);

WHEREAS, the LGCS Reorganization is intended to constitute a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code;

WHEREAS, at least one (1) Business Day prior to the Closing, after the consummation of the LGCS Reorganization, the Company will distribute to LGCS Holdco all of the shares of Parent Common Stock held by the Company on such date (the “Lookingglass-ZF Stock”), which in turn

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will distribute the Lookingglass-ZF Stock to (i) third parties to pay certain Transaction Expenses or obtain funds necessary to pay Transaction Expenses and (ii) certain holders of Preferred Stock of LGCS Holdco in partial satisfaction of the liquidation preferences of such holders in accordance with the LGCS Holdco Charter (which for purposes of such distribution and as reflected in the Allocation Statement shall be valued at the VWAP ending five (5) Business Days prior to such distribution) (the “ZF Stock Distribution”, and together with the LGCS Reorganization, the “LGCS Restructuring”);

WHEREAS, Parent desires to acquire LGCS Holdco following the consummation of the LGCS Restructuring and following the ZF Stock Distribution in a merger transaction, pursuant to which LGCS Holdco will merge with and into Merger Sub (the “Merger”), with Merger Sub continuing as the Surviving Limited Liability Company (as defined below) and a wholly-owned Subsidiary of Parent, upon the terms and subject to the conditions set forth in this Agreement;
 

WHEREAS, the respective boards of directors of Parent, LGCS Holdco and the Company, and the sole managing member of Merger Sub have on the terms and subject to the conditions set forth in this Agreement, (i) determined and declared that the Merger is advisable to, and in the best interest of, each corporation and its respective stockholders and member, as applicable, (ii) authorized and approved this Agreement, the Ancillary Documents, the Merger and the consummation of the Contemplated Transactions and (iii) in the case of the Company’s and LGCS Holdco’s boards of directors, have directed that this Agreement be submitted to the Stockholders for its adoption and recommended that the Stockholders vote to adopt the Agreement, in accordance with the DGCL, and their respective charters and bylaws (the “Board Approval”);

WHEREAS, promptly, and in any event no later than two (2) days, following the execution and delivery of this Agreement, the Company will solicit, obtain and deliver to Parent (i) the written consent of those Stockholders constituting the Requisite Approval in accordance with the Company Charter, the bylaws of Company and the DGCL (A) adopting this Agreement and approving the consummation of the Contemplated Transactions, (B) acknowledging that the approval given thereby is irrevocable and that such stockholder is aware of its rights to demand appraisal for its shares pursuant to Section 262 of the DGCL, a true and correct copy of which was attached thereto, and that such stockholder has received a copy of Section 262 of the DGCL, and (C) acknowledging that by its approval of the Merger that it is not entitled to appraisal rights with respect to its shares of capital stock in the Company (or in its capital stock in LGCS Holdco upon consummation of the LGCS Restructuring) in connection with the Merger and thereby waives any rights to receive payment of the fair value of its capital stock in the Company (or in its capital stock in LGCS Holdco upon consummation of the LGCS Restructuring) under the DGCL (such matters, the “Company Stockholder Matters”), and (ii) to be held in escrow by Parent and released immediately upon the consummation of the LGCS Restructuring Merger, the written consent of those Stockholders constituting the Requisite Approval in accordance with the LGCS Holdco Charter, the bylaws of LGCS Holdco and the DGCL, approving the Company Stockholder Matters (collectively, clauses (i) and (ii), the “Written Consent”);

WHEREAS, promptly following the receipt of the Written Consent, the Company will transmit to each Company Stockholder who did not execute the Written Consent any notices required under Section 228(e) and Section 262 of the DGCL; and

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WHEREAS, concurrently with the execution and delivery of this Agreement, each Person listed on Schedule 1.1(a) (each Person listed, a “Key Employee”) is delivering a duly executed employment agreement and restrictive covenant agreement to Parent, in form and substance reasonably satisfactory to Parent and the respective Key Employee, to be effective as of the Closing;

WHEREAS, the parties hereto desire to make certain representations, warranties, covenants and agreements in connection with the Merger.

NOW THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained in this Agreement, the parties hereby agree as follows:

As used in this Agreement, the following terms shall have the meanings set forth below:

“Accounting Principles” means the principles, practices, methodologies and procedures used by the Company in the preparation of the balance sheet of the Company as of the Balance Sheet Date to the extent consistent with GAAP.

“Accredited Investors” shall have the meaning set forth in Rule 501(a) under the Securities Act.

“Affiliate” means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, through one or more intermediaries or otherwise. The term “control” means the ownership of a majority of the voting securities of the applicable Person or the power to direct or cause the direction of the management and policies of the applicable Person, whether through ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto. For all purposes of this Agreement, the Company and LGCS Holdco shall not be deemed to be an Affiliate of Parent prior to the Closing, and shall be deemed to be an Affiliate of Parent from and after the Closing.

“Affiliate Agreement” has the meaning set forth in Section 3.8.

“Affiliated Loans” means those items that are set forth on Section 3.9 of the Company Disclosure Schedule, together with those arrangements entered into between the date hereof and the Closing that, if in place as of the date hereof, would have been required to have been included on Section 3.9 of the Company Disclosure Schedule.

“Agreement” has the meaning set forth in Preamble.

“Allocation Statement” means the allocation statement described in more detail in Section 2.7(d), as updated from time to time in accordance with Section 5.17, which shall (i) reflect

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the terms and conditions of the liquidation preferences and rights to liquidating distributions of the Capital Stock under the LGCS Holdco Charter as applied to the Merger Consideration, and (ii) account for and set forth the manner of (A) the ZF Stock Distribution, (B) the CloudShield Distribution, in each case in accordance with the terms and provisions of the LGCS Holdco Charter, and (C) all prior distributions of Merger Consideration to the Stockholders.

“Ancillary Documents” means any other document expressly required to be executed and delivered in connection with this Agreement and the transactions contemplated hereby.

“Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act (15 U.S.C. § 78m and 15 U.S.C. § 78dd-1 et seq.), and analogous applicable Laws and regulations of all other jurisdictions in which the Company conducts business.

“Auditor” has the meaning set forth in Section 2.9(b).

“Balance Sheet Date” has the meaning set forth in Section 3.6(a).

“Board Approval” has the meaning set forth in the Recitals.

“Book-Entry Shares” has the meaning set forth in Section 2.5(c).

“Business Day” means any day other than a Saturday, Sunday or day on which banks are closed in New York, New York. If any period expires on a day which is not a Business Day or any event or condition is required by the terms of this Agreement to occur or be fulfilled on a day which is not a Business Day, such period shall expire or such event or condition shall occur or be fulfilled, as the case may be, on the next succeeding Business Day.

“Capital Stock” means, collectively, the Common Stock and the Preferred Stock.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act of 2020, as amended, and the rules and regulations promulgated thereunder.

“Cash” means cash, cash equivalents, and marketable securities; provided that “Cash” shall not include (i) restricted cash or similar restricted balances, (ii) the security deposits and other cash collateral set forth on Schedule 1.1(b) or (iii) the cash set aside in respect of the Specified Tax Matters Reserve pursuant to Section 5.21. Cash shall be decreased on a dollar for dollar basis by the amount of any cash received by the Company between April 1, 2023 and the Closing Date from customers who entered into Contracts with the Company between April 1, 2023 and the Closing Date; provided, however, that such decrease may be reduced on a dollar for dollar basis by an amount equal to all operational expenses and liabilities incurred by the Company on or after April 1, 2023, to the extent such operational expenses and liabilities have not been taken into account as an offset to the accounts receivable exclusion described in the last sentence of “Closing Net Working Capital”.

“Certificate of Merger” has the meaning set forth in Section 2.2(b).

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“CISA Contract” means collectively (i) the Reseller Agreement, dated April 19, 2013, between the Company and EC America, Inc. (a subsidiary of immixGroup) and (ii) the Purchase Order, dated September 21, 2022, between the Company and EC America, Inc., all in connection with that certain Prime Contract GS-35F-0511T, expiring June 26, 2027, between EC America, Inc. and the U.S. General Services Administration.

“CISA Purchase Order” means the Purchase Order, dated August 10, 2022, between the Company and EC America, Inc.

“CISA Renewal” has the meaning set forth in Section 2.10(c).

“Closing” has the meaning set forth in Section 2.1.

“Closing Cash” means all Cash held by the Company immediately prior to the Closing, determined in accordance with the Accounting Principles; provided, that “Closing Cash” shall be (i) increased by the amount of deposits or other payments received by any of the Group Companies but not yet credited to the bank accounts of the applicable Group Company as of such time, (ii) reduced by the amount of any outstanding checks or other payments issued by any Group Company but not yet deducted from the bank accounts of the applicable Group Company as of such time (to the extent not already accounted for by the definition of Cash), and (iii) calculated net of any amounts overdrawn from the bank accounts of the Company as of such time.

“Closing Consideration Shares” has the meaning set forth in Section 2.7(a).

“Closing Date” has the meaning set forth in Section 2.1.

“Closing Date Statement” has the meaning set forth in Section 2.7(c).

“Closing Indebtedness” means all of the Indebtedness of the Group Companies as of immediately prior to the Closing.

“Closing Net Working Capital” means (a) the sum of the total current assets of the Company minus (b) the sum of the total current liabilities of the Company, in each case, immediately prior to the Closing as calculated in accordance with the Accounting Principles and in accordance with the illustrative example set forth on Exhibit A; provided that “Closing Net Working Capital” shall exclude the security deposits and other cash collateral set forth on Schedule 1.1(b), Indebtedness, Transaction Expenses, deferred revenue and Cash of the Company. Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that the dollar amount of any accounts receivable from customers regarding Contracts entered into with the Company between April 1, 2023 and the Closing Date shall be excluded from Closing Net Working Capital; provided, however, that such exclusion may be reduced on a dollar for dollar basis by an amount equal to all operational expenses and liabilities incurred by the Company on or after April 1, 2023.

“Closing Transaction Expenses” means all Transaction Expenses that are unpaid immediately prior to the Closing.

“CloudShield Distribution” has the meaning set forth in Section 7.1(j).

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“CloudShield IP” has the meaning set forth in Section 7.1(j).

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or corresponding provisions of subsequent superseding federal revenue Laws.

“Commercial Software” means non-customized, off-the-shelf, commercially-available Software (excluding any Software which constitutes CloudShield IP) licensed pursuant to a standard form license agreement, used internally (and not licensed or sublicensed to third parties) by the Group Companies in connection with the business of the Group Companies as currently conducted, and with annual royalty, license, maintenance, support and other fees of fifty thousand dollars ($50,000) or less.

“Common Stock” means the common stock of the Company, par value $0.0001 per share, or, as applicable, the common stock, par value $0.0001 per share, of LGCS Holdco following the LGCS Restructuring Merger, which shall have the same designations, powers, preferences and rights as the Common Stock of the Company.

“Company” has the meaning set forth in the Preamble, which following the LGCS Restructuring Conversion shall mean LGCS LLC.

“Company 2012 Equity Plan” means the Lookingglass Cyber Solutions, Inc. 2012 Stock Incentive Plan, as amended or restated from time to time.

“Company 2022 Equity Plan” means the Lookingglass Cyber Solutions, Inc. 2022 Equity Incentive Plan, as amended or restated from time to time.

“Company Charter” means the Amended and Restated Certificate of Incorporation of the Company, dated May 10, 2022, as amended and corrected on January 25, 2023.

“Company D&O Tail Policy” has the meaning set forth in Section 5.11(b).

“Company Data” has the meaning set forth in Section 3.12(n).

“Company Disclosure Schedule” means the disclosure schedule dated as of the date hereof, delivered by the Company to Parent in connection with the execution and delivery of this Agreement.

“Company Employment Contracts” means all employment contracts to which the Company is, and, to the Knowledge of the Company, the other Group Companies are a party.

“Company Equity Plans” means, together, the Company 2012 Equity Plan and the Company 2022 Equity Plan.

“Company Group” means the Company, the Group Companies and their respective Restricted Affiliates (other than, following the Closing, LGCS Holdco).

“Company Indemnified Persons” has the meaning set forth in Section 5.11(a).

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“Company Intellectual Property” means all Intellectual Property that is owned or purported to be owned by the Group Companies, excluding all CloudShield IP.

“Company Intellectual Property Registration” means any registration of any Company Intellectual Property with any Governmental Authority.

“Company IT Systems” means all Software, computer hardware, servers, networks, platforms, peripherals, and similar or related items of automated, computerized, or other information technology (IT) networks and systems (including telecommunications networks and systems for voice, data, and video, but excluding all CloudShield IP) owned, leased, licensed, or used (including through cloud-based or other third-party service providers) by or for the Group Companies.

“Company Material Adverse Effect” means, with respect to the Group Companies, an Event that, individually or collectively, has, or would reasonably be expected to have, a material adverse effect either (a) on the business, condition (financial or otherwise), assets, liabilities, results of operation or prospects of the Group Companies taken as a whole or (b) that prevents or materially delays or materially impacts the ability of the Group Companies to consummate the Contemplated Transactions or would reasonably be expected to have any such effect; provided, that any effect resulting from any of the following shall not be considered when determining whether, and none of the following will be taken into account in determining whether there has been, a Company Material Adverse Effect shall have occurred: (i) conditions affecting generally the United States economy, including the financial, credit, or securities markets, (ii) acts of terrorism (including cyber terrorism), armed hostilities or war, including civil unrest or cyberattacks, (iii) any change in Law or GAAP, (iv) the execution and delivery of this Agreement, the public announcement or the pendency of this Agreement or the pendency or consummation of the Contemplated Transactions (including the Merger) and the taking of any action required by this Agreement, (v) any failure by the Group Companies to meet any internal or published projections, forecasts, or revenue or earnings predictions (it being understood and agreed that the circumstances underlying any such failure may, unless otherwise excluded by another clause in this definition, be taken into account in determining whether a Company Material Adverse Effect has occurred or would be reasonably likely to occur), (vi) natural disasters or acts of God, including pandemics and epidemics, (vii) any changes in conditions generally affecting the industry in which the Group Companies operate, (viii) interest, currency or exchange rates or the price of any commodity, security or market index, or (ix) COVID-19, any COVID-19 Measures or any change in such COVID-19 Measures or interpretations thereof following the date of this Agreement, except, in the case of clauses (i), (ii), (iii), (vi), (vii), (viii) and (ix) to the extent (and only to the extent) that the Group Companies are materially and disproportionately adversely impacted, or would reasonably be expected to be materially and disproportionately adversely impacted, by such events in comparison to others in the industry in which the Group Companies operate (in which case only the incremental disproportionate effect may be taken into account, and only then to the extent otherwise permitted by this definition).

“Company Products” means all Software products and related services of the Group Companies (excluding all CloudShield IP) that are currently offered, licensed, sold, distributed, hosted, maintained or supported, or otherwise provided or made available by or on behalf of the Group Companies.

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“Company Series 1 Preferred Stock” means the preferred stock of the Company, par value $0.0001 per share, designated in the Company Charter as Series 1 Preferred Stock, with all the rights, preferences and privileges set forth in the Company Charter, or as applicable, the LGCS Holdco Series 1 Preferred Stock following the LGCS Restructuring Merger, which shall have the same designations, powers preferences and rights as the Company Series 1 Preferred Stock.

“Company Series 1A Preferred Stock” means the preferred stock of the Company, par value $0.0001 per share, designated in the Company Charter as Series 1A Preferred Stock, with all the rights, preferences and privileges set forth in the Company Charter, or as applicable, the LGCS Holdco Series 1A Preferred Stock following the LGCS Restructuring Merger, which shall have the same designations, powers preferences and rights as the Company Series 1A Preferred Stock.

“Company Series 1B Preferred Stock” means the preferred stock of the Company, par value $0.0001 per share, designated in the Company Charter as Series 1B Preferred Stock, with all the rights, preferences and privileges set forth in the Company Charter, or as applicable, the LGCS Holdco Series 1B Preferred Stock following the LGCS Restructuring Merger, which shall have the same designations, powers preferences and rights as the Company Series 1B Preferred Stock.

“Company Series 2-A-1 Preferred Stock” means the preferred stock of the Company, par value $0.0001 per share, designated in the Company Charter as Series 2-A-1 Preferred Stock, with all the rights, preferences and privileges set forth in the Company Charter, or as applicable, the LGCS Holdco Series 2-A-1 Preferred Stock following the LGCS Restructuring Merger, which shall have the same designations, powers preferences and rights as the Company Series 2-A-1 Preferred Stock.

“Company Series 2-A-2 Preferred Stock” means the preferred stock of the Company, par value $0.0001 per share, designated in the Company Charter as Series 2-A-2 Preferred Stock, with all the rights, preferences and privileges set forth in the Company Charter, or as applicable, the LGCS Holdco Series 2-A-2 Preferred Stock following the LGCS Restructuring Merger, which shall have the same designations, powers preferences and rights as the Company Series 2-A-2 Preferred Stock.

“Company Series 2-B Preferred Stock” means the preferred stock of the Company, par value $0.0001 per share, designated in the Company Charter as Series 2-B Preferred Stock, with all the rights, preferences and privileges set forth in the Company Charter, or as applicable, the LGCS Holdco Series 2-B Preferred Stock following the LGCS Restructuring Merger, which shall have the same designations, powers preferences and rights as the Company Series 2-B Preferred Stock.

“Company Series 2-C Preferred Stock” means the preferred stock of the Company, par value $0.0001 per share, designated in the Company Charter as Series 2-C Preferred Stock, with all the rights, preferences and privileges set forth in the Company Charter, or as applicable, the LGCS Holdco Series 2-C Preferred Stock following the LGCS Restructuring Merger, which

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shall have the same designations, powers preferences and rights as the Company Series 2-C Preferred Stock.

“Company Series 2-D Preferred Stock” means the preferred stock of the Company, par value $0.0001 per share, designated in the Company Charter as Series 2-D Preferred Stock, with all the rights, preferences and privileges set forth in the Company Charter, or as applicable, the LGCS Holdco Series 2-D Preferred Stock following the LGCS Restructuring Merger, which shall have the same designations, powers preferences and rights as the Company Series 2-D Preferred Stock.

“Company Series 3-A-1 Preferred Stock” means the preferred stock of the Company, par value $0.0001 per share, designated in the Company Charter as Series 3-A-1 Preferred Stock, with all the rights, preferences and privileges set forth in the Company Charter, or as applicable, the LGCS Holdco Series 3-A-1 Preferred Stock following the LGCS Restructuring Merger, which shall have the same designations, powers preferences and rights as the Company Series 3-A-1 Preferred Stock.

“Company Series 3-A-2 Preferred Stock” means the preferred stock of the Company, par value $0.0001 per share, designated in the Company Charter as Series 3-A-2 Preferred Stock, with all the rights, preferences and privileges set forth in the Company Charter, or as applicable, the LGCS Holdco Series 3-A-2 Preferred Stock following the LGCS Restructuring Merger, which shall have the same designations, powers preferences and rights as the Company Series 3-A-2 Preferred Stock.

“Company Series 3-B Preferred Stock” means the preferred stock of the Company, par value $0.0001 per share, designated in the Company Charter as Series 3-B Preferred Stock, with all the rights, preferences and privileges set forth in the Company Charter, or as applicable, the LGCS Holdco Series 3-B Preferred Stock following the LGCS Restructuring Merger, which shall have the same designations, powers preferences and rights as the Company Series 3-B Preferred Stock.

“Company Series 3-C Preferred Stock” means the preferred stock of the Company, par value $0.0001 per share, designated in the Company Charter as Series 3-C Preferred Stock, with all the rights, preferences and privileges set forth in the Company Charter, or as applicable, the LGCS Holdco Series 3-C Preferred Stock following the LGCS Restructuring Merger, which shall have the same designations, powers preferences and rights as the Company Series 3-C Preferred Stock.

“Company Series 3-C-1 Preferred Stock” means the preferred stock of the Company, par value $0.0001 per share, designated in the Company Charter as Series 3-C-1 Preferred Stock, with all the rights, preferences and privileges set forth in the Company Charter, or as applicable, the LGCS Holdco Series 3-C-1 Preferred Stock following the LGCS Restructuring Merger, which shall have the same designations, powers preferences and rights as the Company Series 3-C-1 Preferred Stock.

“Company Series 3-D Preferred Stock” means the preferred stock of the Company, par value $0.0001 per share, designated in the Company Charter as Series 3-D Preferred Stock,

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with all the rights, preferences and privileges set forth in the Company Charter, or as applicable, the LGCS Holdco Series 3-D Preferred Stock following the LGCS Restructuring Merger, which shall have the same designations, powers preferences and rights as the Company Series 3-D Preferred Stock.

“Company Series A-1 Preferred Stock” means the preferred stock of the Company, par value $0.0001 per share, designated in the Company Charter as Series A-1 Preferred Stock, with all the rights, preferences and privileges set forth in the Company Charter, or as applicable, the LGCS Holdco Series A-1 Preferred Stock following the LGCS Restructuring Merger, which shall have the same designations, powers preferences and rights as the Company Series A-1 Preferred Stock.

“Company Series A-2 Preferred Stock” means the preferred stock of the Company, par value $0.0001 per share, designated in the Company Charter as Series A-2 Preferred Stock, with all the rights, preferences and privileges set forth in the Company Charter, or as applicable, the LGCS Holdco Series A-2 Preferred Stock following the LGCS Restructuring Merger, which shall have the same designations, powers preferences and rights as the Company Series A-2 Preferred Stock.

“Company Series B Preferred Stock” means the preferred stock of the Company, par value $0.0001 per share, designated in the Company Charter as Series B Preferred Stock, with all the rights, preferences and privileges set forth in the Company Charter, or as applicable, the LGCS Holdco Series B Preferred Stock following the LGCS Restructuring Merger, which shall have the same designations, powers preferences and rights as the Company Series B Preferred Stock.

“Company Series D Preferred Stock” means the preferred stock of the Company, par value $0.0001 per share, designated in the Company Charter as Series D Preferred Stock, with all the rights, preferences and privileges set forth in the Company Charter, or as applicable, the LGCS Holdco Series D Preferred Stock following the LGCS Restructuring Merger, which shall have the same designations, powers preferences and rights as the Company Series D Preferred Stock.

“Company Site” has the meaning set forth in Section 3.12(m).

“Company Stockholder Matters” has the meaning set forth in the Recitals.

“Consultant” means all Persons who are or have been engaged as consultants by the Group Companies or who otherwise provide services to the Group Companies under a contractual arrangement.

“Contemplated Transactions” means the transactions contemplated by this Agreement and the Ancillary Documents.

“Contract” means any agreement, contract, lease, arrangement, understanding, obligation or commitment to which a party is bound or to which its assets or properties are subject, whether oral or written, and any amendments and supplements thereto.

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“Copyrights” means copyrights and copyrightable works of authorship (registered or otherwise), and all registrations, applications for registration, and renewals of any of the foregoing and all rights therein provided by multinational treaties or conventions.

“Co-Sale Agreement” means that certain Amended and Restated Right of First Refusal and Co-Sale Agreement, dated August 19, 2021, by and among the Company and the investors party thereto, as amended from time to time.

“COVID-19” means SARS-CoV-2 or COVID-19, and any variants or evolutions thereof or related or associated epidemics, pandemic or disease outbreaks.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law, order, directive, guideline or recommendation by any Governmental Authority or public health agency in connection with or in response to COVID-19, such as social distancing, cleaning, and other similar or related measures.

“Current Government Contract” means any Government Contract respect to which (a) the period of performance has not yet expired, (b) final payment has not been received, or (c) any claims have not been fully and finally resolved.

“Customer Data” means all data, meta data, Personal Information, other information or other content (i) transmitted to the Group Companies by users or customers of the Company Products or Company Sites or collected in the course of business of the Group Companies or (ii) otherwise stored, transmitted, used or hosted by or on behalf of the Group Companies or the Company Products.

“DGCL” means the Delaware General Corporation Law, as amended.

“Dispute Resolution Submission” has the meaning set forth in Section 2.9(b).

“Disputed Line Item” has the meaning set forth in Section 2.9(b).

“DLLCA” means the Delaware Limited Liability Company Act, as amended.

“Earnout Shares” has the meaning set forth in Section 2.10(a).

“Effective Time” has the meaning set forth in Section 2.2(b).

“End Date” has the meaning set forth in Section 9.1(d).

“Enforceability Exceptions” has the meaning set forth in Section 3.2(d).

“Environmental Laws” means any federal, state or local Law relating to pollution, contamination, protection of the environment, worker health or safety (to the extent relating to exposure to Hazardous Materials), and any Law relating to emissions, discharges, disseminations, releases or threatened releases, of Hazardous Materials into the air (indoor and outdoor), surface water, groundwater, soil, land surface or subsurface, buildings, facilities, real or personal property

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or fixtures or otherwise arising out of, relating to, or resulting from the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling, release or threatened release of Hazardous Materials.

“Equity Securities” of any Person means any and all shares of capital stock, rights to purchase shares of capital stock, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) the equity (including common stock, preferred stock and limited liability company, partnership and joint venture interests) of such Person, and all securities exchangeable for or convertible or exercisable into, any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time, as well as any rules and regulations promulgated thereunder.

“ERISA Affiliate” means a corporation which is or was at any time a member of a controlled group of corporations with one or more of the Group Companies within the meaning of Code Section 414(b), a trade or business which is or was under common control with one or more of the Group Companies within the meaning of Code Section 414(c), a member of an affiliated service group with one or more of the Group Companies within the meaning of Code Sections 414(m), or an entity otherwise aggregated with one or more of the Group Companies under Code Section 414(o).

“Estimated Closing Cash” has the meaning set forth in Section 2.7(c).

“Estimated Closing Indebtedness” has the meaning set forth in Section 2.7(c).

“Estimated Closing Net Working Capital” has the meaning set forth in Section 2.7(c).

“Estimated Closing Transaction Expenses” has the meaning set forth in Section 2.7(c).

“Event” means any event, change, development, effect, condition, circumstance, matter, occurrence or state of facts.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Agent” means Continental Stock Transfer & Trust Company, in its capacity as exchange agent.

“Facility Security Clearances” has the meaning set forth in Section 3.13(d)(i).

“Final Closing Cash” means the amount of Closing Cash as finally determined pursuant to Section 2.9(a).

“Final Closing Indebtedness” means the amount of Closing Indebtedness as finally determined pursuant to Section 2.9(a).

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“Final Closing Net Working Capital” means the amount of Closing Net Working Capital as finally determined pursuant to Section 2.9(a).

“Final Closing Transaction Expenses” means the amount of Closing Transaction Expenses as finally determined pursuant to Section 2.9(a).

“Final Statement” means the Preliminary Statement, as adjusted to reflect the final determination of Final Closing Cash, Final Closing Net Working Capital, Final Closing Indebtedness, and Final Closing Transaction Expenses in accordance with Section 2.9(a).

“Financial Statements” has the meaning set forth in Section 3.6(a).

“Fraud” means intentional fraud (as defined under the Laws of the State of Delaware) by a Stockholder with respect to the making of the representations and warranties pursuant to ARTICLE III of this Agreement; provided, that such intentional fraud by such Stockholder was made with actual knowledge (as opposed to imputed or constructive knowledge) that the representations and warranties made pursuant to ARTICLE III as qualified by the Company Disclosure Schedules were false when made and were made with the express intention that the Parent rely thereon to its detriment.

“GAAP” means generally accepted accounting principles as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession in the United States.

“Government Bid” means a pending bid submitted by the Company to a Governmental Authority, including a prime contractor or a higher tier subcontractor to the U.S. Government or any foreign government for the design, manufacture or sale of products or the provision of services by the Company.

“Government Contract” means any Contract, including any prime contract, subcontract, facility contract, teaming agreement or arrangement, joint venture, basic ordering agreement, pricing agreement, letter contract, grant, purchase order, delivery order, change order or other contractual arrangement of any kind, between any of the Group Companies on the one hand, and (i) any Governmental Authority (acting on its own behalf or on behalf of another Governmental Authority or international organization), (ii) any prime contractor of any Governmental Authority or (iii) any subcontractor with respect to any contract of a type described in clauses (i) or (ii) above on the other hand.

“Governmental Authority” means any nation or government, any foreign or domestic federal, state, county or municipal authority thereof and any foreign or domestic governmental authority exercising executive, legislative, judicial, regulatory, administrative authority or taxing functions, including any court.

“Governmental Consents” has the meaning set forth in Section 3.5.

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“Group Company” or “Group Companies” means, individually or collectively, as applicable, LGCS Holdco, the Company and any Subsidiaries of the Company.

“Hazardous Materials” means any pollutants, contaminants, toxic or hazardous or extremely hazardous substances, materials, wastes, constituents, compounds, chemicals, natural or man-made elements (including petroleum or any by-products or fractions thereof, any form of natural gas, lead, asbestos and asbestos-containing materials, polychlorinated biphenyls (“PCBs”) and PCB-containing equipment, radon and other radioactive elements, ionizing radiation, electromagnetic field radiation and other non-ionizing radiation, carcinogenic or mutagenic agents, pesticides, defoliants, explosives, flammables, corrosives and urea formaldehyde foam insulation) that are regulated by any Environmental Laws.

“Indebtedness” means, without duplication, all obligations and indebtedness of the Group Companies (i) for borrowed money, including any and all termination, pre-payment, balloon or similar fees or payments and penalties resulting from the pre-payment of any such indebtedness in connection with the Contemplated Transactions, (ii) evidenced by a note, bond, debenture or similar instrument (including any interest rate swaps, collars, caps and similar hedging obligations), (iii) under letters of credit, banker’s acceptances, performance bonds, surety bonds or similar credit transactions, (iv) for any other Person’s obligation or indebtedness of the same type as any of the foregoing, whether as obligor, guarantor or otherwise, (v) any loss of a deduction to the Group Companies related to the payment of excess parachute payments under Section 280G(a) of the Code or any gross-up of the excise taxes resulting under Section 4999(a) of the Code with respect to excess parachute payments that are paid in connection with the Closing, (vi) any employer contributions or premium payments due or owed regarding any Plans for service or coverage through the Closing, (vii) for interest on any of the foregoing, and/or (viii) for any premiums, prepayment or termination fees, expenses or breakage costs due upon prepayment of any of the foregoing; provided that “Indebtedness” shall exclude (a) accounts payable to trade creditors and accrued expenses, in each case to the extent included in the calculation of Closing Net Working Capital, (b) deferred revenue (c) any other amounts to the extent included in the calculation of Closing Net Working Capital and (d) Transaction Expenses.

“Indemnity Shares” means a number of shares of Parent Common Stock equal to fifteen percent (15%) of (A) the sum of (i) Closing Consideration Shares, (ii) the True-up Shares (whether positive or negative), (iii) the Earnout Shares, (iv) the Seller Bonus Pool Shares, (v) the Security Deposit Shares (if any) and (vi) the Specified Tax Matters Shares (if any), minus (B) the Special Indemnity Shares.

“Indirect Taxes” has the meaning set forth in Section 3.20(gg).

“Information Statement” has the meaning set forth in Section 5.10(a).

“Insurance Policies” has the meaning set forth in Section 3.21.

“Intellectual Property” means any and all rights (including the right to sue for past, present, or future infringement (or violation) and collect damages from same) in, arising out of, or associated with any of the following in any jurisdiction throughout the world: Copyrights; Patents; Trademarks; Trade Secrets; Software, internet domain names and social media accounts or user

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names (including “handles”), whether or not Trademarks, all associated web addresses, URLs, websites and web pages, social media sites and pages, and all content and data thereon or relating thereto, and all other intellectual or industrial property and proprietary rights, including any moral rights or rights of publicity.

“Intellectual Property Registrations” has the meaning set forth in Section 3.12(a).

“Intended Tax Treatment” has the meaning set forth in Section 5.4(j)(i).

“Investors’ Rights Agreement” means that certain Amended and Restated Voting Agreement, dated August 19, 2021, by and among the Company and the investors party thereto, as amended from time to time.

“Key Employee” has the meaning set forth in the Recitals.

“Knowledge of the Company” means the actual knowledge of any of the individuals listed on Section 1.1(e) of the Company Disclosure Schedule, and such knowledge that such individuals would reasonably be expected to be discovered by any such individual in the ordinary course of performing their respective responsibilities on behalf of the Company.

“Laws” means all laws, Orders, statutes, codes, regulations, ordinances, decrees, rules, or other similar requirements of any Governmental Authority.

“Leased Real Property” has the meaning set forth in Section 3.11(a).

“Letter of Transmittal” has the meaning set forth in Section 2.8(a).

“LGCS Europe” has the meaning set forth in Section 3.11(b).

“LGCS Holdco” has the meaning set forth in the Recitals.

“LGCS Holdco Cancelled Stock” has the meaning set forth in Section 2.5(e).

“LGCS Holdco Charter” means the Certificate of Incorporation of LGCS Holdco filed in connection with the LGCS Restructuring, which shall contain substantially similar terms, conditions and designations as the Company Charter, substantially in the form previously provided to Parent.

“LGCS Holdco Dissenting Stock” has the meaning set forth in Section 2.5(g).

“LGCS LLC” has the meaning set forth in the Recitals.

“LGCS Merger Sub” has the meaning set forth in the Recitals.

“LGCS Reorganization” has the meaning set forth in the Recitals.

“LGCS Restructuring” has the meaning set forth in the Recitals.

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“LGCS Restructuring Conversion” has the meaning set forth in the Recitals.

“LGCS Restructuring Merger” has the meaning set forth in the Recitals.

“Liability” means, with respect to any Person, any and all liabilities, claims, debts, obligations and similar commitments of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined or determinable (including those arising out of any Law, Contract, breach, violation, infringement or tort, whether based on negligence, strict liability or otherwise) and whether or not the same is required to be accrued on the financial statements of such Person.

“Licensed Intellectual Property” means all Intellectual Property in which the Group Companies hold any rights or interests granted by any other Person, excluding all CloudShield IP.

“Lien” means any lien, statutory or otherwise, security interest, mortgage, deed of trust, priority, pledge, charge, right of first refusal or other encumbrance or similar right of others, or any agreement to give any of the foregoing.

“Litigation” has the meaning set forth in Section 3.16.

“Lookingglass-ZF Stock” has the meaning set forth in the Recitals.

“Loss” or “Losses” has the meaning set forth in Section 8.2.

“Malicious Code” has the meaning set forth in Section 3.12(l).

“Material Contracts” has the meaning set forth in Section 3.13(a).

“Merger” has the meaning set forth in the Recitals.

“Merger Consideration” means (a) the Closing Consideration Shares, plus or minus, as applicable (b) the True-up Shares (if any), plus (c) the Earnout Shares (if any), plus (d) the Security Deposit Shares (if any), plus or minus, as applicable (e) the Specified Tax Matters Shares (if any).

“Merger Consideration Payment Date” or “Merger Consideration Payment Dates” means the date of each of the six (6) month, twelve (12) month and eighteen (18) month anniversaries of the Closing Date or the first Business Day thereafter and, solely with respect to the Special Indemnity Shares, July 31, 2025.

“Merger Sub” has the meaning set forth in the Preamble.

“Most Recent Annual Financial Statements” has the meaning set forth in Section 3.6(a).

“Most Recent Unaudited Financial Statements” has the meaning set forth in Section 3.6(a).

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“NASDAQ” means the Nasdaq Stock Market LLC.

“NDA” has the meaning set forth in Section 5.5(a).

“Non-CISA Contracts Condition” has the meaning set forth in Section 2.10(c).

“Objections Statement” has the meaning set forth in Section 2.9(b).

“Open Source Software” means any Software that is distributed as “free software,” “open source software,” or pursuant to any license identified as an “open source license” by the Open Source Initiative (www.opensource.org/licenses) or other license that substantially conforms to the Open Source Definition (opensource.org/osd) (including, without limitation, the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), GNU Affero General Public License (AGPL), MIT License (MIT), Apache License, Artistic License, and BSD Licenses).

“Option” means any option to purchase shares of Common Stock granted under either the Company 2012 Equity Plan or the Company 2022 Equity Plan or otherwise.

“Orders” means all judgments, orders, writs, injunctions, decisions, rulings, decrees and awards of any Governmental Authority.

“Parent” has the meaning set forth in the Preamble.

“Parent Common Stock” means the common stock of Parent, par value $0.0001 per share.

“Parent Disclosure Schedule” means the disclosure schedule dated as of the date hereof, delivered by Parent to the Company in connection with the execution and delivery of this Agreement.

“Parent Equity Plan” means the ZeroFox Holdings, Inc. 2022 Incentive Equity Plan.

“Parent Equity Plan Bonus Pool” has the meaning set forth in Section 5.15.

“Parent Indemnitees” has the meaning set forth in Section 8.2.

“Parent Material Adverse Effect” means any Event that, individually or in the aggregate with all other Events, materially impairs the ability of Parent to consummate, or prevents or materially delays the consummation of the Contemplated Transactions.

“Parent Sale Event” means (i) the sale of all or substantially all of the assets of the Parent on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Parent’s outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, or (iii) any

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other transaction in which the owners of the Parent’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Parent or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Parent.

“Parent SEC Documents” has the meaning set forth in Section 4.5.

“Patents” means United States and foreign issued patents and patent applications (whether provisional or non-provisional), including divisionals, continuations, continuations-in-part, substitutions, reissues, reexaminations or otherwise resulting from any post grant review, extensions, or restorations of any of the foregoing, and other Governmental Authority-issued indicia of invention ownership (including certificates of invention, petty patents, and patent utility models).

“PCBs” has the meaning set forth in the definition of “Hazardous Materials.”

“Pending Claim” has the meaning set forth in Section 8.6(b).

“Permissible K&S Clients” has the meaning set forth in Section 10.15(a).

“Permits” has the meaning set forth in Section 3.14(e).

“Permitted Lien” shall mean any (i) Lien in respect of current Taxes not yet due or for Taxes that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established on the Financial Statements in accordance with GAAP, (ii) mechanics’, materialman’s, carriers’, workmen’s, repairmen’s, landlord’s, warehousemen’s or other similar Liens arising, incidental to or incurred in the ordinary course of business, (iii) easements, rights-of-way, covenants, conditions, restrictions and other similar matters affecting title and other title defects, if any, which, are not substantial in amount, and which do not in any case materially interfere with the ordinary conduct of the Company, and none of which materially impairs the use or occupancy of any assets of the Company, (iv) purchase money liens and liens securing rental payments under capital lease arrangements, (v) any non-exclusive license of Intellectual Property or licenses or other rights granted with respect to Intellectual Property, (vi) liens reflected or reserved against or otherwise disclosed in the Financial Statements, (vii) Liens that will be released concurrently with or prior to the Closing; (viii) zoning, entitlement, building code and other land use and environmental regulations imposed by any Governmental Authority, or (ix) with respect to leasehold interests, mortgages and other Liens incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the Leased Real Property.

“Person” means any individual, person, entity, general partnership, limited partnership, limited liability partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association, foreign trust or foreign business organization and the heirs, executors, administrators, legal representatives, successors and assigns of the “Person” when the context so permits.

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“Personal Information” means any data or other information that is defined as “personal data,” “personally identifiable information,” “individually identifiable health information,” “protected health information,” “medical information,” “personal information”, or similar term under any applicable Law, including any such data or information that alone or in combination with other information, identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with an identified or identifiable individual or natural person, consumer or household, including any personally identifiable data (e.g., name, address, geolocation information, Internet Protocol (IP) address, financial account number, payment card data, government-issued identifier, health or medical information, cookies, and unique device identifiers).

“Personnel” has the meaning set forth in Section 3.17(a).

“Plan” or “Plans” has the meaning set forth in Section 3.19(a).

“PPP Loan” means any loans provided under the CARES Act or any related Laws.

“Pre-Closing Covenant” has the meaning set forth in Section 8.1.

“Pre-Closing Tax Period” means any taxable period (or portion thereof) ending on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date.

“Pre-Closing Taxes” means: (i) all Taxes of Group Companies (including any former Subsidiary of any Group Company) with respect to any Pre-Closing Tax Periods; (ii) any Liabilities of any Group Company (including any former Subsidiary of any Group Company) for Taxes of another Person (a) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. Tax Law) as a result of such Group Company or former Subsidiary (or any predecessor) having been a member of a consolidated, combined or similar Tax group at any time prior to Closing, (b) as a transferee or successor, where such status arose prior to Closing, (c) under any Contract to which a Group Company (including any former Subsidiary of any Group Company) was obligated, or was a party, prior to the Closing Date, or (d) by Law, which Taxes relate to an event or transaction occurring before the Closing; (iii) any and all Taxes arising in connection with the Contemplated Transactions and the LGCS Restructuring (excluding any Transfer Taxes arising in connection with the Contemplated Transactions that are the responsibility of Parent pursuant to Section 5.4(d)); (iv) any Taxes, including employment, payroll or other Taxes with respect to compensatory payments paid in connection with the Closing; (v) any indemnity or gross up made to service providers of any Group Company for any Taxes imposed under Section 4999 or Section 409A of the Code (or any corresponding provisions of state, local, or non-U.S. Tax Law) with respect to compensation arrangements entered into with service providers in a Pre-Closing Tax Period; (vi) any Taxes imposed on or with respect to Parent and/or any Group Company with respect to any Tax period (or portion thereof) beginning after the Closing that are attributable to the forgiveness, cancellation or other discharge of any Group Company’s PPP Loan or the denial or reversal of any deductible expenses (regardless of when such expenses are paid or accrued) funded by the proceeds of any Group Company’s PPP Loan; (vii) any Taxes arising from the settlement, repayment, retirement, cancellation or elimination of any intercompany balances between any Group Companies (including any former Subsidiary of any Group Company) existing as of the beginning of the day on the Closing Date; (viii) any Taxes

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payable under Section 965 of the Code, regardless of whether an election under Section 965(h) of the Code has been made; (ix) any Taxes arising under Section 951, Section 951A or Section 965 of the Code (or similar provisions of state, local or non-U.S. Law) with respect to the income, business or operations of any Group Company (including any former Subsidiary of any Group Company) for any Pre-Closing Tax Period; and (x) any Taxes required to be withheld as a result of the indirect transfer of any Group Company (including any former Subsidiary of any Group Company) (other than LGCS Holdco) prior to Closing.

“Preferred Stock” means the Company Series 1B Preferred Stock, Company Series 1A Preferred Stock, Company Series 1 Preferred Stock, Company Series 2-A-1 Preferred Stock, Company Series 2-A-2 Preferred Stock, Company Series 2-B Preferred Stock, Company Series 2-C Preferred Stock, Company Series 2-D Preferred Stock, Company Series 3-A-1 Preferred Stock, Company Series 3-A-2 Preferred Stock, Company Series 3-B Preferred Stock, Company Series 3-C Preferred Stock, Company Series 3-C-1 Preferred Stock, Company Series 3-D Preferred Stock, Company Series A-1 Preferred Stock, Company Series A-2 Preferred Stock, Company Series B Preferred Stock and Company Series D Preferred Stock, or, as applicable, the preferred stock of LGCS Holdco following the LGCS Restructuring, which shall be identical in designations, powers preferences and rights of the Preferred Stock of the Company.

“Preliminary Statement” has the meaning set forth in Section 2.9(a).

“Press Release” has the meaning set forth in Section 5.12.

“Privacy and Security Laws” means all applicable Laws concerning data protection, privacy, or data security with respect to the Processing of Personal Information (including any security breach notification requirements), which may, as applicable, include the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health (HITECH) Act, the Gramm-Leach-Bliley Act (GLBA), the Fair Credit Reporting Act (FCRA), the Fair and Accurate Credit Transaction Act (FACTA), the Privacy Act of 1974, the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Family Educational Rights and Privacy Act (FERPA), the Children’s Online Privacy Protection Act (COPPA), state Social Security number protection Laws, state data breach notification Laws, the California Consumer Privacy Act (CCPA), the California Privacy Rights Act (CPRA), the Virginia Consumer Data Protection Act (VCDPA), the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Data Protection (Processing of Sensitive Personal Data) Order 2000, the Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 (also referred to as the General Data Protection Regulation or GDPR), the UK Data Protection Act 2018, the Dutch Personal Data Protection Act (WBP), the United Kingdom’s Data Protection Act 1998 (DPA) and Alberta’s Personal Information Protection Act.

“Privacy and Security Requirements” has the meaning set forth in Section 3.12(m).

“Privacy Policy” means any external or internal past or present published privacy policy of the Group Companies that describes the Group Companies’ collection, storage, disclosure or transfer of any Personal Information, including employee Personal Information.

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“Processing” means the collection, use, storage, processing, recording, distribution, transfer, import, export, protection (including security measures), disposal or disclosure or other activity regarding data (whether electronically or in any other form or medium), including Personal Information.

“Real Property Leases” has the meaning set forth in Section 3.11(a).

“Registration Statement” has the meaning in Section 2.5(i)(ii).

“Regulatory Approvals” has the meaning set forth in Section 5.3(a).

“Representatives” means, with respect to any Person, such Person’s directors, officers, Affiliates, employees and agents.

“Requisite Approval” means (i) the affirmative vote of the holders of (A) a majority of the issued and outstanding shares of Company Series 1B Preferred Stock, Company Series 1A Preferred Stock and Company Series 1 Preferred Stock, voting together as a single class on an as-converted basis, and (B) a majority of the issued and outstanding shares of Capital Stock of the Company, voting together as a single class on an as-converted basis, and (ii) to be effective immediately following the LGCS Restructuring, the affirmative vote of the holders of (A) a majority of the issued and outstanding shares of LGCS Holdco Series 1B Preferred Stock, LGCS Holdco Series 1A Preferred Stock and LGCS Holdco Series 1 Preferred Stock, voting together as a single class on an as-converted basis, and (B) a majority of the issued and outstanding shares of Capital Stock of LGCS Holdco, voting together as a single class on an as-converted basis.

“Restricted Affiliates” means, with respect to any Person, (i) such Person’s controlled Affiliates, (ii) any direct or indirect parent entity of such Person, and (iii) the controlled Affiliates of each such parent entity referenced in clause (ii).

“Sale Notice” has the meaning set forth in Section 2.11.

“Sanctioned Country” means any country or region that is the subject or target of a comprehensive embargo under Trade Laws and Regulations, including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine.

“Sanctioned Person” means any individual or entity that is the subject or target of sanctions or restrictions under Trade Laws and Regulations, including: (i) any individual or entity listed on any applicable U.S. or non-U.S. sanctions-or export-related restricted party list, including, without limitation, the U.S. Department of Treasury’s Office of Foreign Assets Control’s (“OFAC”) Specially Designated Nationals (“SDN”) and Blocked Persons List and the EU Consolidated List; (ii) any entity that is, in the aggregate, 50% or greater owned, directly or indirectly, or otherwise controlled by a person or persons described in clause (i); or (iii) any national or resident of a Sanctioned Country.

“Sarbanes-Oxley Act” has the meaning set forth in Section 4.5.

“SEC” has the U.S. Securities and Exchange Commission.

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“Securities Act” means the Securities Act of 1933, as amended.

“Security Clearances” has the meaning set forth in Section 3.13(d)(ii).

“Security Deposit Shares” has the meaning set forth in Section 2.14.

“Seller Bonus Pool Shares” has the meaning set forth in Section 5.15.

“Software” means computer programs, operating systems, applications, firmware, and programming code, including all source code and object code, and any application programming interfaces, data files, databases, protocols, specifications, and related documentation thereof or therefor.

“Special Indemnity” means the potential liability of the Company for certain mutually agreed upon pre-Closing Tax matters including penalties and interest and anticipated tax preparer filing fees and costs, as more particularly described on Schedule 1.1(c).

“Special Indemnity Pending Claim” has the meaning set forth in Section 8.7(c).

“Special Indemnity Shares” means 500,000 shares of Parent Common Stock.

“Specified Tax Matters” means the potential liability of the Company for certain mutually agreed upon pre-Closing Tax matters including penalties and interest and anticipated tax preparer filing fees and costs, as more particularly described on Schedule 1.1(c).

“Specified Tax Matters Reserve” means $200,000.

“Specified Tax Matters Shares” has the meaning set forth in Section 2.15.

“Stock Consideration Shares” means twelve million two hundred thousand (12,200,000) shares of Parent Common Stock.

“Stockholder(s)” means the holders of shares of (i) Common Stock or (ii) Preferred Stock, which in all cases shall mean the stockholders of LGCS Holdco upon consummation of the LGCS Restructuring Merger.

“Stockholder Notice” has the meaning set forth in Section 5.10(b).

“Stockholders’ Representative” has the meaning set forth in Section 10.1(a).

“Straddle Period” means any taxable period beginning on or before the Closing Date and ending after the Closing Date.

“Subsidiary” means, with respect to any Person, any corporation or other organization (including a limited liability company or a partnership), of which such Person directly or indirectly owns or controls a majority of the securities or other interests having by the terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization, or any organization of which such

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Person or any of its Subsidiaries is, directly or indirectly, owned or controlled by such Person or by any one or more of such Person’s Subsidiaries.

“Surviving Limited Liability Company” has the meaning set forth in Section 2.2(a).

“Target Net Working Capital” means $(464,262).

“Tax” or “Taxes” means all U.S. federal, state, local or non-U.S. income, profits, franchise, gross receipts, alternative minimum, add-on minimum, estimated, environmental, customs, duty, premium, capital stock, severances, stamp, payroll, sales, service, service use, digital services, natural resources, employment, unemployment, disability, use, real property, personal property, ad valorem, unclaimed property, escheat, social security, unemployment, payroll, license, employee, withholding, excise production, value added, occupancy, transfer, real property gains, excise, occupation, documentary, registration, base erosion and anti-abuse (including taxes under Section 59A of the Code), transition (including taxes under Section 965 of the Code), any assessable payment under Section 4980H of the Code, and other taxes, duties or assessments of any nature, whatsoever imposed by a Governmental Authority, together with all interest, penalties or additions to tax attributable to such taxes or failing to file such taxes, and any Liability for Taxes of another Person by Contract (including any Tax Sharing Agreement), as a transferee or successor, or under Treasury Regulations Section 1.1502-6 or analogous state, local or non-U.S. Law, or otherwise, whether disputed or not.

“Tax Proceeding” has the meaning set forth in Section 5.4(i).

“Tax Return” means any report, return, statement, claim for refund, form or other written information (including elections, declarations, disclosures, schedules, estimates and information returns) filed or required to be filed by the Group Companies with a Taxing Authority in connection with any Taxes and any amendment thereto, including (i) any report, return, declaration, claim for refund or information return or statement provided or required to be provided to any Person for compliance with Code Sections 1471-1474 (including any intergovernmental agreements thereunder and any Treasury Regulations or other official interpretations with respect thereof) and (ii) any return, declaration, report or other statement provided or required to be provided to any Person as part of a Foreign Bank Account Report.

“Tax Sharing Agreement” means any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar Contract or arrangement (including any such agreement, contract or arrangement included in any purchase or sale agreement, merger agreement, joint venture agreement or other document), other than an ordinary commercial agreement the primary purpose of which is not the indemnification, sharing, or allocation of Tax.

“Taxing Authority” shall mean any Governmental Authority having jurisdiction over the assessment, determination, collection or other imposition of Taxes.

“Third-Party Approvals” has the meaning set forth in Section 5.3(a).

“Top Customers” has the meaning set forth in Section 3.23(a).

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“Top Suppliers” has the meaning set forth in Section 3.23(b).

“Trade Laws and Regulations” means customs Laws and regulations administered by U.S. Customs and Border Protection, sanctions Laws and regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control, export controls Laws and regulations administered by the U.S. Department of Commerce’s Bureau of Industry and Security and the U.S. Department of State’s Directorate of Defense Trade Controls, the anti-boycott Laws and regulations administered by the U.S. Department of Commerce and the U.S. Department of Treasury’s Internal Revenue Service, and other applicable restrictions by other countries on holding foreign currency and repatriating funds and other Laws adopted by the Governmental Authorities or agencies of other countries relating to the same subject matter as the United States Laws described above.

“Trade Secrets” means trade secrets, know-how, inventions (whether or not patentable), discoveries, improvements, technology, business and technical information, databases, data compilations and collections, tools, methods, processes, techniques, and other confidential and proprietary information and all rights therein.

“Trademarks” means trademarks, service marks, brands, certification marks, logos, trade dress, trade names, and other similar indicia of source or origin, together with all associated goodwill, and all registrations, applications for registration, and renewals of, any of the foregoing.

“Transaction Expenses” means all third party fees, costs and expenses incurred or to be paid, at the Closing, by the Company or LGCS Holdco in connection with, arising from or relating to consummation of the Contemplated Transactions, including (i) fees and disbursements of counsel, financial advisors, Consultants and accountants, (ii) filing fees and expenses incurred by the Company or LGCS Holdco in connection with any filing by the Company with a Governmental Authority, (iii) payment for accrued and unused vacation time and/or paid time off for the employees listed on Schedule 1.1(f), as required by applicable Law and Company policy to be paid to any such employee in connection with such individual’s termination of employment prior to the Closing together with the employer portion of any applicable payroll, social security, unemployment or similar Taxes in connection with such payments, (iv) any change-in-control, Tax gross-up, retention, sale bonus, incentive or similar amounts or benefits payable or due to any current or former employee, director or independent consultant of the Company or LGCS Holdco as a result of or in connection with the Contemplated Transactions, together with the employer portion of any applicable payroll, social security, unemployment or similar Taxes owed with respect to the foregoing and (v) any severance amounts payable to employees listed on Schedule 1.1(g), together with the employer portion of any applicable payroll, social security, unemployment or similar Taxes owed with respect to the foregoing.

“Transaction Form 8-K” has the meaning set forth in Section 5.12.

“Transfer Taxes” means all transfer, documentary, sales, use, stamp, registration, recording, conveyance, and other such Taxes and fees (including any penalties and interest) incurred in connection with the Contemplated Transactions.

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“Treasury Regulations” means the regulations promulgated under the Code, as amended from time to time (including any successor regulations).

“True-up Shares” has the meaning set forth in Section 2.9(a).

“Voting Agreement” means that certain Amended and Restated Voting Agreement, dated August 19, 2021, by and among the Company and the investors party thereto, as amended from time to time.

“VWAP” means, with respect to a given date, the volume weighted average price for a share of Parent Common Stock on the principal United States securities exchange on which such security is traded (which is currently the Nasdaq Global Market) during the twenty (20)-day period ending at 4:00 p.m. New York time (or such other time as such exchange publicly announces is the official close of trading) on such date.

“WARN Act” has the meaning set forth in Section 3.17(c).

“Warrants” means warrants to purchase shares of (i) Common Stock, (ii) Company Series 1 Preferred Stock or (iii) Company Series 1A Preferred Stock, as applicable.

“Written Consent” has the meaning set forth in Recitals.

“ZF Holdings LLC” has the meaning set forth in the Recitals.

“ZF Inc.” has the meaning set forth in the Recitals.

“ZF Stock Distribution” has the meaning set forth in Recitals.

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“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE

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