LEGACY IRONNET RELATED PERSON
TRANSACTIONS
Stockholder Support Agreement
In connection with the execution of the Business Combination Agreement, certain of Legacy IronNets executive officers, directors and securityholders,
who at the time of execution collectively held securities constituting more than 80% of the voting power represented by the outstanding shares of Legacy IronNet common stock and Legacy IronNet preferred stock, agreed to execute and deliver a written
consent with respect to the outstanding shares of Legacy IronNet common stock and preferred stock held by such holders adopting the Business Combination Agreement and approving the Business Combination.
Promissory Note
Legacy IronNet previously entered into
a promissory note with Jamie Gerber, our chief financial officer. Principal and interest of $0.4 million were repaid in full upon the closing of the Business Combination.
OTHER RELATED PERSON TRANSACTIONS
Customer Relationship with C5 Capital
Legacy IronNet
entered into two software subscription agreements with C5 Capital. An entity affiliated with C5 Capital is a beneficial owner of more than five percent of our capital stock, and Andre Pienaar, the founder of C5 Capital, is a member of our board of
directors and was also a director of Legacy IronNet. During the fiscal year ended January 31, 2022, we recognized an aggregate of $1.7 million of revenue in connection with these subscription agreements. As of January 31, 2022,
accounts receivable due to us from C5 Capital were $3.2 million.
Subscription Agreements
In connection with the execution of the Business Combination Agreement, LGL entered into subscription agreements with certain investors immediately prior to
the execution of the Business Combination Agreement on March 15, 2021. Pursuant to the subscription agreements, the investors agreed to subscribe for and purchase and LGL agreed to issue and sell an aggregate of 12,500,000 shares of common
stock for a purchase price of $10.00 per share. The closing occurred on the date of the Business Combination. Of the amounts purchased, (i) the Sponsor purchased 566,000 shares of common stock for $5,660,000, (ii) entities affiliated with Ted
Schlein, a director of Legacy IronNet and a current director of our company, purchased 300,000 shares of common stock for $3,000,000 and (iii) entities affiliated with Donald Dixon, a director of Legacy IronNet and a current director of our
company, purchased 300,000 shares of common stock for $3,000,000.
Indemnification Agreements
Our certificate of incorporation contains provisions limiting the liability of our executive officers and directors, and our bylaws provide that we will
indemnify each of our executive officers and directors to the fullest extent permitted under Delaware law.
We have entered into indemnification
agreements with all of our directors and executive officers. The indemnification agreements provide that we will indemnify each of our directors, executive officers, and other key employees against any and all expenses incurred by such director,
executive officer, or other key employee because of his or her status as one of our directors, executive officers, or other key employees, to the fullest extent permitted by Delaware law, our certificate of incorporation and our bylaws. In addition,
the indemnification agreements provide that, to the fullest extent permitted by Delaware law, we will advance all expenses incurred by our directors, executive officers, and other key employees in connection with a legal proceeding involving his or
her status as a director, executive officer, or key employee.
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