Donald R. Dixon - 14 Jul 2022 Form 4 Insider Report for IronNet, Inc.

Footnote F1

The security represents restricted stock units granted to the reporting person. Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer.

Footnote F2

This grant was made pursuant to the issuer's non-employee director compensation policy. As a continuing director following the issuer's annual meeting of stockholders held on July 14, 2022, the reporting person was awarded a number of restricted stock units equal to $180,000 divided by $2.363, the average closing price of the issuer's common stock for the 10 trading days preceding the date of the annual meeting. The shares underlying this restricted stock award will vest in full on the earlier of July 14, 2023 or the date of the next annual meeting of stockholders, in either case subject to the reporting person's continuous service with the issuer through such vesting date.

Footnote F3

The Reporting Person and Alberto Yepez are the managing members of ForgePoint Cybersecurity GP-1, LLC, which is the general partner of this entity, and exercise shared voting, investment and dispositive rights with respect to the shares of stock held by the entity. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Footnote F4

The Reporting Person and his spouse are co-trustees of this trust.