3. Amendment. The Loan Agreement is hereby amended as follows:
(a) Clause (j) of the defined term Permitted Investment in Section 1.1 of the Loan Agreement is hereby amended and
restated, as follows:
(j) Investments by Borrower in (i) ZeroFox Chile SpA (either directly or indirectly through
ZeroFox Chile Holdings LLC), in an aggregate amount not to exceed Four Million Dollars ($4,000,000) during any six-month period, (ii) ZeroFox UK Ltd in an aggregate amount not to exceed Four Million Five
Hundred Thousand Dollars ($4,500,000) during any six-month period, (iii) ZeroFox India Private Limited (either directly or indirectly through ZeroFox India Holding, LLC), in an aggregate amount not to
exceed Three Million Dollars ($3,000,000) during any six-month period, and (iv) Lookingglass Cyber Solutions Europe s.r.o. (either directly or through a Subsidiary) in an aggregate amount not to exceed
Five Hundred Thousand Dollars ($500,000) during any six-month period; provided that, no Investment made by Borrower in any of the entities described in this subsection within any
six-month period shall prevent Borrower from making an Investment not to exceed the amounts described in this subsection in any other six-month period, regardless of
whether such Investment is made prior to the Closing Date;
4. Release.
(a) Loan Parties acknowledge that Bank would not enter into this Amendment without Loan Parties assurance hereunder. Except for the
obligations arising hereafter under the Loan Agreement, Loan Parties hereby absolutely discharge and release Bank, any person or entity that has obtained any interest from Bank under the Loan Agreement and each of Banks and such entitys
former and present partners, stockholders, officers, directors, employees, successors, assignees, agents, and attorneys from any known or unknown claims which Loan Parties now have against Bank of any nature, including any claims that Loan Parties,
their successors, counsel, and advisors may in the future discover they would have now had if they had known facts not now known to them, whether founded in contract, in tort, or pursuant to any other theory of liability, including but not limited
to any claims arising out of or related to the Loan Agreement or the transactions contemplated thereby.
(b) The provisions, waivers, and
releases set forth in this Section are binding upon Loan Parties shareholders, members, agents, employees, assigns, and successors in interest. The provisions, waivers, and releases of this Section shall inure to the benefit of Bank and its
agents, employees, officers, directors, assigns, and successors in interest.
(c) Loan Parties warrant and represent that Loan Parties are
the sole and lawful owners of all right, title and interest in and to all of the claims released hereby, and Loan Parties have not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer
to any person any such claim or any portion thereof. Loan Parties shall indemnify and hold harmless Bank from and against any claim, demand, damage, debt, liability (including payment of attorneys fees and costs actually incurred whether or
not litigation is commenced) based on or arising out of any assignment or transfer.
(d) The provisions of this Section shall survive
payment in full of the Obligations, full performance of all of the terms of this Amendment and the Loan Agreement, and/or Banks actions to exercise any remedy available under the Loan Agreement or otherwise.
5. No Course of Dealing; Strict Performance. No course of dealing on the part of Bank or its officers, nor any failure or delay in the
exercise of any right by Bank, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Banks failure at any time to require strict performance by Loan
Parties of any provision shall not affect any right of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank.
6. Ratification; No Amendment. The Loan Agreement, as amended hereby, shall be and remain in full force and effect in accordance with
its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or
remedy of Bank under the Loan Agreement, as in effect prior to the date hereof.