P R O X Y C A R D
LGL SYSTEMS ACQUISITION CORP.
165 W. Liberty Street, Suite 220 Reno, NV 89501 Tel. (705) 393-9113
YOUR VOTE IS IMPORTANT THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING TO BE HELD ON , 2021
The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement/Prospectus in connection with the special meeting to be held at a.m. EDT on , 2021 in virtual format, and hereby appoints Robert V. Rob LaPenta Jr. and Patrick B. Huvane, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all shares of common stock, of LGL Systems Acquisition Corp. (LGL) registered in the name provided, which the undersigned is entitled to vote at the special meeting, and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in this Proxy Statement/Prospectus.
This proxy will be voted as directed. If no directions are given, this proxy will be voted FOR Proposal 1 (the Business Combination proposal) below, FOR each of Proposals 2a. through 2f. (the LGL charter proposals) below, FOR Proposal 3 (the NYSE proposal) below, FOR the election of all of the directors in Proposal 4 (the director election proposal) below, FOR Proposal 5 (the incentive plan proposal) below, FOR Proposal 6 (the ESPP proposal), and FOR Proposal 7 (the adjournment proposal) below.
The LGL board of directors recommends a vote FOR the Business Combination Proposal, FOR each of the LGL charter proposals, FOR the NYSE proposal, FOR the election of all of the directors listed in the director election proposal, FOR the incentive plan proposal, FOR the ESPP proposal, and FOR the adjournment proposal.
Consummation of the business combination described in the Business Combination proposal (the Business Combination) is conditioned on approval of the Business Combination proposal, the LGL charter proposals, the NYSE proposal and the director election proposal (and each such proposal is cross-conditioned on the approval of each such other proposal) (collectively, the Required Proposals). The incentive plan proposal and ESPP proposal are conditioned upon the approval of the Required Proposals. If any of the Required Proposals is not approved, the other proposals will not be presented to LGL stockholders for a vote.
PLEASE RETURN THIS PROXY AS SOON AS POSSIBLE.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.
(Continued and to be marked, dated and signed on reverse side)
Important Notice Regarding Internet Availability of Proxy Materials
Special Meeting of Stockholders to be held at on , 2021 in a virtual format
The notice of special meeting and accompanying proxy statement/prospectus are available at:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE PROPOSALS.
Please mark vote as indicated in this example
1. To approve and adopt the Agreement and Plan of Reorganization and Merger, dated as of March 15, 2021, by and among LGL Systems Acquisition Corp., LGL Systems Merger Sub Inc., and IronNet Cybersecurity, Inc., and the transactions contemplated thereby. FOR AGAINST ABSTAIN
2. To approve the following amendments to LGLs current amended and restated certificate of incorporation:
FOR AGAINST ABSTAIN
2a. to change the name of the public entity to IronNet, Inc.;
2b. to increase LGLs capitalization so that it will have 500,000,000 authorized shares of a single class of common stock and 100,000,000 authorized shares of preferred stock; FOR AGAINST ABSTAIN
2c. to require that stockholders only act at annual and special meeting of the corporation and not by written consent; 2d. to eliminate the current limitations in place on the corporate opportunity doctrine; FOR AGAINST ABSTAIN
2e. to increase the required vote thresholds to 662/3% for stockholders to approve amendments to the bylaws and amendments to certain provisions of the certificate of incorporation; FOR AGAINST ABSTAIN
2f. to approve all other changes, including to delete the various provisions applicable only to special purpose acquisition corporations (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time) that will no longer be relevant following the consummation of the Business Combination. FOR AGAINST ABSTAIN
3. To approve, for purposes of complying with applicable listing rules of the New York Stock Exchange, the issuance of shares of LGL common stock pursuant to the Business Combination and a private placement. FOR AGAINST ABSTAIN
4. To elect the following directors who, upon the FOR AGAINST
consummation of the Business Combination, will be ALL ALL EXCEPT the directors of LGL:
(01) Gen. Keith B. Alexander (Ret.) (02) William E. Welch (03) Donald R. Dixon (04) Mary E. Gallagher (05) Gen. John M. Keane (Ret.) (06) Robert V. Rob LaPenta Jr. (07) Vadm. John M. McConnell (Ret.) (08) André Pienaar (09) Hon. Michael J. Rogers (10) Theodore E. Schlein (11) Vadm. Jan E. Tighe (Ret.)
To withhold authority to vote for any individual nominee(s), mark For All Except and write the number(s) of the nominee(s) below.
FOR AGAINST ABSTAIN
5. To approve the IronNet, Inc. 2021 Equity Incentive Plan.
6. To approve the IronNet, Inc. 2021 Employee Stock Purchase Plan. FOR AGAINST ABSTAIN
7. To adjourn the special meeting to a later date or dates if it is determined that more time is necessary or appropriate for LGL to consummate the Business Combination. FOR AGAINST ABSTAIN
MARK HERE FOR ADDRESS CHANGE AND NOTE AT RIGHT
PLEASE MARK, DATE AND RETURN THIS PROXY PROMPTLY. ANY VOTES RECEIVED AFTER A MATTER
(Signature if held Jointly)
Signature should agree with name printed hereon. If stock is held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.