AND AMERICAN SECURITIES TRANSFER, INCORPORATED Warrant AgentWarrant Agreement • March 26th, 1999 • Pacific Softworks Inc • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 3rd, 2009 • VirnetX Holding Corp • Patent owners & lessors
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September ___, 2009, between VirnetX Holding Corporation, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
EXHIBIT 10.6 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement") is executed as of the 8th day of March, 1996, by and between PACIFIC SOFTWORKS, INC., a California corporation (the "Company") and KENNETH WOODGRIFT ("Consultant") and is...Consulting Agreement • May 17th, 1999 • Pacific Softworks Inc • Services-business services, nec
800,000 UNITS CONSISTING OFPacific Softworks Inc • March 26th, 1999 • Colorado
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 3rd, 2009 • VirnetX Holding Corp • Patent owners & lessors • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 2, 2009, between VirnetX Holding Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
VIRNETX HOLDING CORPORATION AT-THE-MARKET OFFERING PROGRAM SALES AGREEMENTSales Agreement • August 21st, 2015 • VirnetX Holding Corp • Patent owners & lessors • New York
VirnetX Holding Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
EXHIBIT 10.3 [BANK OF AMERICA LOGO] ------------------------------------------------------------------------------- TO: Bank of America National Trust BUSINESS LINE and Savings Association AGREEMENT - VARIABLE RATE UNIT NO. 1737 SECURED BY PERSONAL...Pacific Softworks Inc • May 17th, 1999 • Services-business services, nec • California
SERIES III COMMON STOCK PURCHASE WARRANT VIRNETX HOLDING CORPORATIONVirnetX Holding Corp • September 3rd, 2009 • Patent owners & lessors
THIS SERIES III COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time after the Exercise Date (as defined in the Purchase Agreement) and on or prior to the close of business on the 60th calendar day following the Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from VirnetX Holding Corporation, a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). Notwithstanding anything herein to the contrary, in the event that the Registration Statement is not effective for the resale of the Warrant Shares, the Termination Date shall be extended by such number of days that the Registration Statement is not
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 18th, 2019 • VirnetX Holding Corp • Patent owners & lessors • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between VirnetX Holding Corporation, a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 12th, 2007 • Pasw Inc • Services-computer programming services • Delaware
This Indemnification Agreement (this “Agreement”) is made as of July 5, 2007, by and between PASW, Inc, a Delaware corporation (the “Company”), and ________________________ (the “Indemnitee”).
ContractVirnetX Holding Corp • May 15th, 2023 • Patent owners & lessors • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
3,000,000 Shares and Warrants to Purchase 4,500,000 Shares VIRNETX HOLDING CORPORATION Common Stock PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • December 19th, 2008 • VirnetX Holding Corp • Patent owners & lessors • New York
50,000,000 AT-THE-MARKET OFFERING PROGRAM SALES AGREEMENTVirnetX Holding Corp • August 31st, 2018 • Patent owners & lessors • New York
VirnetX Holding Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
3,000,000 Shares and Warrants to Purchase 4,500,000 Shares VIRNETX HOLDING CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 2nd, 2009 • VirnetX Holding Corp • Patent owners & lessors • New York
In connection with a public offering (the “Offering”) of common stock, $0.0001 par value per share (“Common Stock”), and associated warrants to purchase Common Stock, of VirnetX Holding Corporation, a Delaware corporation (the “Company”), the Company proposes to issue and sell to Gilford Securities Incorporated (the “Underwriter” or “you”) pursuant to this Underwriting Agreement (the “Agreement”) (a) 3,000,000 shares of Common Stock (the “Primary Offering Shares”) and (b) associated warrants to purchase an aggregate of 4,500,000 shares of Common Stock, comprising, for each Primary Offering Share offered, (i) one warrant to purchase 0.5 shares of Common Stock at an exercise price of $2.00 per share, (ii) one warrant to purchase 0.5 shares of Common Stock at an exercise price of $3.00 per share and (iii) one warrant to purchase 0.5 shares of Common Stock at an exercise price of $4.00 per share (the associated warrants collectively, the “Primary Offering Warrants”, and, together with the
UNDERWRITER’S WARRANT AGREEMENTUnderwriter’s Warrant Agreement • January 16th, 2009 • VirnetX Holding Corp • Patent owners & lessors • New York
Underwriter’s Warrant Agreement (the “Agreement”), dated as of January ___, 2009, between VirnetX Holding Corporation (the “Company”) and Gilford Securities Incorporated (the “Underwriter”).
1 Exhibit 10.5 [LOGO] Pacific Softworks Incorporated Invention Assignment and Proprietary Information Agreement. In consideration of my employment or continued employment by Pacific Softworks Inc. (the "Company"), In any capacity, I hereby represent...Pacific Softworks Inc • March 26th, 1999
ContractCommon Stock Purchase Warrant1 • December 22nd, 2008 • VirnetX Holding Corp • Patent owners & lessors • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE AND CURRENT REGISTRATION STATEMENT OR POST-EFFECTIVE AMENDMENT THERETO FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.
AGREEMENT AND PLAN OF MERGER OF PASW, INC. A DELAWARE CORPORATION, AND PASW, INC. A CALIFORNIA CORPORATIONAgreement and Plan of Merger • May 3rd, 2007 • Pasw Inc • Services-computer programming services • Delaware
This Agreement and Plan of Merger dated as of May , 2007 (the “Agreement”) is between PASW, Inc., a California corporation (“PASW, Inc. California”), and PASW, Inc., a Delaware corporation (“PASW, Inc. Delaware”). PASW, Inc. Delaware and PASW, Inc. California are sometimes referred to in this Agreement as the “Constituent Corporations.”
VIRNETX HOLDING CORPORATION VOTING AGREEMENTVoting Agreement • March 31st, 2008 • VirnetX Holding Corp • Services-computer programming services • California
This Voting Agreement (the “Agreement”) is made as of December 12, 2007, by and among VirnetX Holding Corporation, a Delaware corporation (the “Company”), and San Gabriel Fund, LLC, JMW Fund, LLC, John P. McGrain, The John P. McGrain Grantor Retained Annuity Trust u/t/d June 25, 2007, John P. McGrain, SEP IRA, John P. McGrain, 401K, The Westhampton Special Situations Fund, LLC, The Kirby Enterprise Fund, LLC, Kearney Properties, LLC, Kearney Holdings, LLC, Charles F. Kirby, Roth IRA and Charles F. Kirby (each a “Shareholder” and collectively, the “Shareholders”).
AMENDED AND RESTATED GABRIEL LICENSE AGREEMENT BY AND BETWEEN VIRNETX HOLDING CORPORATION AND PUBLIC INTELLIGENCE TECHNOLOGY ASSOCIATES October 18, 2017Gabriel License Agreement • November 9th, 2017 • VirnetX Holding Corp • Patent owners & lessors • Delaware
This AMENDED AND RESTATED GABRIEL LICENSE AGREEMENT (this “Agreement”) dated as of October 18, 2017 (“Effective Date”), is by and between VirnetX Holding Corporation, a Delaware corporation with an address at 308 Dorla Ct., Zephyr Cove, NV 89448, U.S.A. (the “Company”), and Public Intelligence Technology Associates, kk (Japanese Corporation) with an address at 27F Yomiuri Tokyo Head Office Building, 1-7-1 Otemachi, Chiyoda-ku, Tokyo, 100-8055, Japan (“Representative”).
PREAMBLEOfficer and Director Indemnification Agreement • March 26th, 1999 • Pacific Softworks Inc • California
SUBSCRIPTION AGREEMENTSubscription Agreement • December 19th, 2008 • VirnetX Holding Corp • Patent owners & lessors • New York
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
AMENDMENT NO. 2 TO PATENT LICENSE AND ASSIGNMENT AGREEMENTPatent License and Assignment Agreement • March 18th, 2008 • VirnetX Holding Corp • Services-computer programming services • California
This Amendment No. 2 to Patent License and Assignment Agreement (“Amendment No. 2”) is entered into as of March 12, 2008 (the “Second Amendment Effective Date”) by and between Science Applications International Corporation (“SAIC”), a Delaware corporation, and VirnetX Inc. (“VirnetX”), a Delaware corporation, herein individually referred to as a “Party” and collectively referred to as the “Parties.”
VirnetX Holding CorporationVirnetX Holding Corp • March 30th, 2023 • Patent owners & lessors • Delaware
This letter (this “Agreement”) constitutes the agreement between (a) VirnetX Holding Corporation (“Company”) and (b) Bradley L. Radoff, JEC II Associates, LLC and each of the other related Persons (as defined below) set forth on the signature pages to this Agreement (collectively, the “Radoff/JEC Signatories”). Company and the Radoff/JEC Signatories are collectively referred to as the “Parties.” The Radoff/JEC Signatories and each Affiliate (as defined below) and Associate (as defined below) of each Radoff/JEC Signatory are collectively referred to as the “Radoff/JEC Group.”
ContractCommon Stock Purchase Warrant • December 3rd, 2008 • VirnetX Holding Corp • Patent owners & lessors • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE AND CURRENT REGISTRATION STATEMENT OR POST-EFFECTIVE AMENDMENT THERETO FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.
AMENDED AND RESTATED REVENUE SHARING AGREEMENT BY AND BETWEEN VIRNETX HOLDING CORPORATION AND PUBLIC INTELLIGENCE TECHNOLOGY ASSOCIATES October 18, 2017Revenue Sharing Agreement • November 9th, 2017 • VirnetX Holding Corp • Patent owners & lessors • Delaware
This AMENDED AND RESTATED REVENUE SHARING AGREEMENT (this “Agreement”), dated as of October 18, 2017 (“Effective Date”), is by and between VirnetX Holding Corporation, a Delaware corporation with an address at 308 Dorla Ct., Zephyr Cove, NV 89448, U.S.A. (the “Company”), and Public Intelligence Technology Associates, kk (Japanese Corporation) with an address at 27F Yomiuri Tokyo Head Office Building, 1-7-1 Otemachi, Chiyoda-ku, Tokyo, 100-8055, Japan (“Representative”).
ContractRestricted Stock Unit Agreement • March 2nd, 2015 • VirnetX Holding Corp • Patent owners & lessors • Nevada
STOCK PURCHASE AGREEMENT BY AND AMONG VIRNETX HOLDING CORPORATION AND PUBLIC INTELLIGENCE TECHNOLOGY ASSOCIATES May 31, 2017Stock Purchase Agreement • August 9th, 2017 • VirnetX Holding Corp • Patent owners & lessors
[***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.
PATENT LICENSING REPRESENTATIVE AGREEMENTPatent Licensing Representative Agreement • May 11th, 2015 • VirnetX Holding Corp • Patent owners & lessors • New York
VIRNETX wishes to realize economic benefit from licensing certain VIRNETX patents to third parties on agreeable terms and conditions and in accordance with its undertakings to relevant standards setting organizations;
SETTLEMENT AND LICENSE AGREEMENTSettlement and License Agreement • August 9th, 2010 • VirnetX Holding Corp • Patent owners & lessors • Texas
This SETTLEMENT AND LICENSE AGREEMENT (together with all Exhibits attached hereto, the “Agreement”), is made and entered into as of May 14, 2010 (the “Effective Date”), by and among Microsoft Corporation, a Washington corporation (Microsoft Corporation together with its Affiliates, “Microsoft”), on the one hand, and VirnetX Inc., a Delaware corporation (VirnetX Inc. together with its Affiliates, “VirnetX”), on the other hand. As used herein, “Party” refers to any of VirnetX or Microsoft individually, and “Parties” refers to VirnetX and Microsoft collectively.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 12th, 2007 • Pasw Inc • Services-computer programming services • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 5, 2007, between PASW, Inc., a Delaware corporation (“PASW”) and each of the several securityholders signatory hereto (each such, a “Securityholder” and, collectively, the “Securityholders”).
March __, 1999Lock-Up Agreement • March 26th, 1999 • Pacific Softworks Inc
EXHIBIT 1.3 SELECTED DEALERS AGREEMENT PUBLIC OFFERING OF 800,000 SHARES OF COMMON STOCK 800,000 REDEEMABLE WARRANTS OFFERING PRICE OF $____ PER UNIT PACIFIC SOFTWORKS, INC.Selected Dealers Agreement • March 26th, 1999 • Pacific Softworks Inc
REVENUE SHARING AGREEMENT BY AND BETWEEN VIRNETX HOLDING CORPORATION AND PUBLIC INTELLIGENCE TECHNOLOGY ASSOCIATES May 31, 2017Sharing Agreement • August 9th, 2017 • VirnetX Holding Corp • Patent owners & lessors • Delaware
This REVENUE SHARING AGREEMENT (this “Agreement”) is dated as of May 31, 2017 (“Effective Date”), by and between VirnetX Holding Corporation, a Delaware corporation with an address at 308 Dorla Ct., Zephyr Cove, NV 89448, U.S.A. (the “Company”), and Public Intelligence Technology Associates, kk (Japanese Corporation) with an address at 27F Yomiuri Tokyo Head Office Building, 1-7-1 Otemachi, Chiyoda-ku, Tokyo, 100-8055, Japan (“Representative”).
AMENDED SETTLEMENT AND LICENSE AGREEMENTSettlement and License Agreement • March 2nd, 2015 • VirnetX Holding Corp • Patent owners & lessors • Texas
Pursuant to 35 U.S.C. § 317(a), Petitioner Microsoft Corporation (“Microsoft” or “Petitioner”) and Patent Owner VirnetX, Inc. (“Patent Owner” or “VirnetX”) jointly request that this inter partes review proceeding (“this Review”) involving U.S. Patent No. X,XXX,XXX (“the ’XXX patent”) be terminated based on a settlement between Petitioner and Patent Owner (“the Parties”).
