AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of August 26, 2021, is made and entered into by and among IronNet, Inc. (formerly known as LGL Systems Acquisition Corp.), a Delaware corporation (the Company), LGL Systems Acquisition Holding Company, LLC, a Delaware limited liability company (LGL Sponsor) and each of the undersigned parties listed as a New Holder (each such party, together with LGL Sponsor and any other person who hereafter becomes a party to this Agreement pursuant to Section 5.02 hereof, a Holder). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
WHEREAS, the Company and LGL Sponsor entered into that certain Registration Rights Agreement, dated as of November 6, 2019 pursuant to which the Company granted to the LGL Sponsor certain registration rights with respect to certain securities of the Company (the Existing Registration Rights Agreement);
WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as of March 15, 2021 (as may be amended from time to time, the Merger Agreement), with LGL Systems Merger Sub Inc., a Delaware corporation (Merger Sub), and IronNet Cybersecurity, Inc., a Delaware corporation (IronNet), pursuant to which Merger Sub will merge with and into IronNet with IronNet surviving as a wholly-owned subsidiary of the Company (the Merger);
WHEREAS, upon the closing of the transactions contemplated by the Merger Agreement and subject to the terms and conditions set forth therein, the Holders will hold shares of common stock, par value $0.0001 per share, of the Company (Common Stock), in each case, in such amounts and subject to such terms and conditions as set forth in the Merger Agreement;
WHEREAS, the Company has entered into Subscription Agreements, each dated March 15, 2021 (collectively, the PIPE Investors Subscription Agreements), with certain investors (collectively, the PIPE Investors) for the subscription of shares of Common Stock;
WHEREAS, pursuant to Section 6.7 of the Existing Registration Rights Agreement, the Existing Registration Rights Agreement may be amended, modified or terminated by written agreement of the Company and LGL Sponsor; and
WHEREAS, in connection with the transactions contemplated by the Merger Agreement, the Company and the LGL Sponsor desire to amend and restate the Existing Registration Rights Agreement in its entirety and enter into this Agreement, pursuant to which the Company shall grant the New Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: