EX-10.32




 Exhibit 10.32 

FOURTH AMENDMENT 
 TO

 LOAN AND SECURITY AGREEMENT 

This FOURTH AMENDMENT TO LOAN AND SECURITY
AGREEMENT (this “Amendment”), dated as of February 10, 2022, is executed and delivered by ZEROFOX, INC. (“Borrower”), Borrower’s subsidiaries, RBP FINANCIAL
SERVICES, LLC, ZEROFOX CHILE HOLDINGS, LLC, ZEROFOX INDIA HOLDING, LLC, and VIGILANTEATI, INC., a Delaware corporation (each a “Guarantor” and, collectively, “Guarantors”; Borrower and Guarantors are each
a “Loan Party” and, collectively, “Loan Parties”) and STIFEL BANK (“Bank”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to those terms in
the Loan Agreement (as defined below). 
 RECITALS 

a. Bank and Loan Parties are parties to that certain Loan and Security Agreement dated as of January 7, 2021, as amended by the First
Amendment and Joinder to Loan and Security Agreement dated as of June 7, 2021, the Waiver dated as of August 27, 2021, the Second Amendment and Waiver to Loan and Security Agreement dated as of December 8, 2021, and the Third
Amendment to Loan and Security Agreement dated as of December 16, 2021 each among Loan Parties and Bank (as so amended, the “Existing Loan Agreement”). 

b. From and after the date hereof, Loan Parties and Bank desire to amend the terms and provisions of the Existing Loan Agreement as provided
herein, and the Existing Loan Agreement, as supplemented by this Amendment, and as hereafter further supplemented, amended, modified or restated from time to time, shall be referred to collectively as the “Loan Agreement.” 

NOW, THEREFORE, in consideration of the promises herein contained, and for other good and valuable consideration (the receipt, sufficiency and
adequacy of which are hereby acknowledged), the parties hereto (intending to be legally bound) hereby agree as follows: 
 1.
Incorporation. The foregoing preamble and recitals are incorporated herein by this reference. 
 2. Amendment. The Loan
Agreement is hereby amended as follows: 
 (a) The following defined terms in Section 1.1 of the Loan Agreement are hereby amended and
restated in their entirety as follows: 
 “Permitted Subordinated Debt” means Indebtedness owed by Borrower and the other
Loan Parties under that certain Loan and Security Agreement dated as of January 7, 2021 by and among Loan Parties and Orix Growth Capital, LLC (the “Permitted Subordinated Loan Agreement”), as from time to time amended,
restated, supplemented or otherwise modified in accordance with that certain Subordination Agreement dated as of January 7, 2021 by and between Orix Growth Capital, LLC and Bank, as from time to time amended, restated, supplemented or otherwise
modified. 
 (b) Section 6.8(b) of the Loan Agreement is hereby amended and restated in its entirety as follows: 

(b) Indebtedness Ratio. At all times, Borrower’s aggregate Indebtedness to Bank plus Indebtedness under the
Permitted Subordinated Loan Agreement shall not exceed a ratio of one-to-one (1:1) to Borrower’s then-current Annual Recurring Revenue. 











 3. 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 Bank’s and such entity’s
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 Bank’s actions to exercise any remedy available under the Loan Agreement or otherwise. 

4. 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. Bank’s 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. 

5. 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. 
 6. Representations and Warranties; No Event of
Default. Loan Parties hereby represent and warrant to Bank, which representations and warranties shall survive the execution and delivery hereof, that: (a) this Amendment is the legally valid and binding obligation of each Loan Party,
enforceable against such Loan Party in accordance with its terms, (b) each of the representations and warranties contained in the Loan Agreement, as well as all other representations and warranties contained in the other Loan Documents, are
true and correct in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty) to the extent required under the Loan Agreement, and (c) no Event of Default has occurred and is
continuing. 
 7. Counterparts; Facsimile and Other Electronic Transmission. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Receipt of an executed
signature page to this Amendment by facsimile or other electronic transmission shall constitute for all purposes effective delivery thereof. Electronic records of this executed Third Amendment maintained by Bank shall be deemed to be originals. 


  
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 8. Conditions to Effectiveness. As a condition to the effectiveness of this
Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following: 
 (a) this Amendment, duly executed by Loan
Parties; 
 (b) Third Amendment to and Affirmation of Subordination Agreement, duly executed by Orix Growth Capital, LLC and acknowledged by
Loan Parties; 
 (c) Amendment No. 4 to the Permitted Subordinated Loan Agreement, duly executed by Orix Growth Capital, LLC and Loan
Parties; 
 (d) payment of all Bank Expenses, including Bank’s expenses for the documentation of this Amendment and any related
documents, which may be debited from Borrower’s accounts; and 
 (e) such other documents and completion of such other matters as Bank
may reasonably deem necessary or appropriate. 
 9. Governing Law. This Amendment shall be deemed to have been made under and shall
be governed by the laws of the State of New York (without regard to choice of law principles except as set forth in Section 5-1401 of the New York General Obligations Law) in all respects, including
matters of construction, validity and performance, and none of its terms or provisions may be waived, altered, modified or amended except as Bank may consent thereto in a writing duly signed for and on its behalf. 

[Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and
delivered as of the date first above written. 
  

			
	BORROWER:
	
	ZEROFOX, INC.


 
			
		
	By:	 	/s/ James C. Foster


 
			
	Name: James C. Foster
	Title: Chief Executive Officer and President
	
	GUARANTORS:
	
	RBP FINANCIAL SERVICES, LLC


 
			
		
	By:	 	/s/ James C. Foster


 
			
	Name: James C. Foster
	Title: Authorized Person
	
	ZEROFOX CHILE HOLDINGS, LLC
		
	By:	 	/s/ James C. Foster


 
			
	Name: James C. Foster
	Title: Authorized Person
	
	ZEROFOX INDIA HOLDING, LLC


 
			
		
	By:	 	/s/ James C. Foster


 
			
	Name: James C. Foster
	Title: Authorized Person
	
	VIGILANTE ATI, INC.


 
			
		
	By:	 	/s/ James C. Foster


 
			
	Name: James C. Foster
	Title: Chief Executive Officer and President


 [Signature Page to Fourth Amendment to Loan and Security Agreement] 











 
	
	 BANK:

	
	 STIFEL BANK

	
	 /s/ James C. Binz

	 By: James C. Binz

	 Title: Executive Vice President




  
 [Signature Page to Fourth
Amendment to Loan and Security Agreement]