Exhibit 10.16

   

  

   

  September 30, 2015

   

  Scott O’Rourke

    1311 Hull Street

    Baltimore, MD 21230

    scottmorourke@yahoo.com

   

  Dear Scott,

   

  ZeroFOX, Inc. (“ZeroFOX”) is pleased to make an offer of employment for the position of Vice

        President of Commercial Sales reporting to the Chief Executive Officer and your place of duty will be in Baltimore, MD.

   

  Your position is Exempt and your annual base salary will be $175,000.00 per annum,
      payable in accordance with ZeroFOX’s payroll practices and subject to applicable withholdings and deductions. Additionally, in accordance with the Vice President of Commercial Sales Bonus Plan, you will be eligible to receive incentive compensation
      (earned quarterly, paid annually) based upon achievement of company sales objectives and performance targets. Target incentive compensation is expected to be $175,000.00 on annualized basis for a total on target earning of $350,000.00. The

      first three months of this target incentive compensation will be guaranteed. You will be entitled to receive those benefits made available to ZeroFOX’s employees.

   

  Subject to the approval of the Board of Directors, ZeroFOX anticipates you will be eligible to
      receive equity compensation that will equal 175,000 options to purchase shares of Common Stock of ZeroFOX based upon the company’s capitalization on your employment commencement date. These options will be issued at an exercise price of $.14
      (fourteen cents) per share based on the most recent 409a valuation performed by an independent third party. The terms of the options will be subject to the ZeroFOX 2013 Equity Incentive Plan, an Incentive Stock Option Grant Agreement and all
      applicable laws.

   

  Upon being hired, you will be required to provide ZeroFOX with documentary evidence of your
      identity and eligibility for employment in the United States, per federal immigration law. Such documentation must be provided within three (3) business days of your date of hire, or our employment relationship with you may be terminated. This offer
      of employment may be contingent on the successful completion and review of a reference check or background check, which may include drug screening. All results are held as strictly confidential.

   

  We understand, based on what you have told us, that there are no contractual conditions that
      will prevent you from performing the responsibilities of this offered position. Also, we expect that coming to work for ZeroFOX will not violate any Employment Agreement, Non-Disclosure Agreement, Non-Compete Agreement, or Shareholder Agreement with
      any former employers.

   

  Moreover, you agree, that during the term of your employment with ZeroFOX, you will not engage
      in any other employment, occupation, consulting or other business activity directly related to the business in which ZeroFOX is now involved or becomes involved during the term of your employment. Nor will you engage in any other activities that
      conflict with your obligations to ZeroFOX. Similarly, you agree not to bring any third-party confidential information to ZeroFOX, including that of your former employer and that in performing your duties for ZeroFOX you will not in any way utilize
      any such information.

   

  Confidential & Proprietary 

  
     

    
      
 

  

   

   

   

   

  This letter sets forth the terms of your employment with ZeroFOX and supersedes any prior
      representations or agreements including, but not limited to, any representations made during your recruitment, interviews or pre-employment negotiations, whether written or oral. This letter, including but not limited to its at-will employment
      provision, may not be modified or amended except by a written agreement signed by the CEO of ZeroFOX and you. For avoidance of doubt, your employment with ZeroFOX is at will, and can be terminated by either party with or without cause and any time.

   

  Your start date is expected to be on or before October 19, 2015.

   

  This offer is contingent upon acceptance of this offer letter and upon your execution of
      ZeroFOX’s standard restrictive and employee agreement. This offer shall be deemed validly executed and delivered by a party if a party executes and delivers a copy to the other party in person, via registered mail or by e-mail transmittal.

   

  We look forward to welcoming you to the tenor. We are confident that ZeroFOX offers you an
      excellent professional opportunity and a exceptional challenge, which we hope will result in a mutually beneficial, long-term relationship. We would appreciate your acceptance of this offer by signing and dating in the spaces provided, then returning
      a copy to my attention as soon as possible.

   

  Respectfully,

   

   /s/ James C. Foster

   

  James C. Foster

      Chief Executive Officer

      ZeroFOX, Inc.

   

  I have read, agreed to and accept the terms and conditions of employment as set forth above.

   

  	Date:	SEPTEMBER 30, 2015	 	Printed Name:	Scott M. O Rarce


   

  	 	Signature:	/s/ Scott M. O Rarce


  

   

  Confidential & Proprietary