Haveli Investments Software Fund I, L.P., a fund managed by Haveli Investment Management LLC entered into letter of intent to acquire ZeroFox Holdings, Inc. (NasdaqGM : ZFOX) from Monarch Alternative Capital LP and Others for approximately $150 million on January 28, 2024. Haveli Investments Software Fund I, L.P., a fund managed by Haveli Investment Management LLC entered into an Agreement and Plan of Merger to acquire ZeroFox Holdings, Inc. (NasdaqGM : ZFOX) from Monarch Alternative Capital LP and Others for approximately $150 million on February 6, 2024. ZeroFox entered into a definitive agreement to be acquired by Haveli Investments, in an all-cash transaction with an enterprise value of approximately $350 million. Under the terms of the merger agreement, ZeroFox stockholders will receive $1.14 per share in cash upon completion of the transaction. ZeroFox is required to pay Haveli a termination fee of $5,261,750 in cash if the merger agreement is terminated under specified circumstances and The Merger Agreement also provides that a reverse termination fee of $10.0 million will be payable by Haveli to the Company if the merger agreement is terminated. The transaction is not subject to a financing condition. The transaction, which was unanimously approved and recommended by a Special Committee comprised of independent members of ZeroFox's Board of Directors and unanimously approved by ZeroFox's Board of Directors, is expected to close in the first half of 2024, subject to customary closing conditions, including approval by ZeroFox stockholders and the receipt of required regulatory approvals. Upon completion of the transaction, ZeroFox?s common stock will no longer be publicly listed on the Nasdaq Global Market, and ZeroFox will become a privately held company.

Piper Sandler & Co. is serving as the lead financial advisor and fairness opinion provider to ZeroFox and Stifel served as an additional financial advisor. Michael D. Schiffer and Anthony J. Rosso of Venable LLP is serving as legal advisor to ZeroFox. BTIG and Evercore are serving as financial advisors for Haveli Investments, and BTIG, LLC is serving as structuring advisor on debt financing to Haveli Investments. Will Shields and David Hutchins, Sarah Young, Faiza Rahman, Byung Choi, Scott Pinarchick and Tristan Evans-Wilent, Samer Musallam and Annie Herdman, Ed McNicholas, Richard Kidd, Matt Jones, David Kaye and Jack Creedon, Peter Alpert, Ama Adams and Brendan Hanifin of Ropes & Gray LLP is serving as legal advisors to Haveli Investments. Okapi Partners, LLC acted as information agent and Continental Stock Transfer & Trust Company acted as transfer agent to ZeroFox Holdings, Inc.