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 2nd, 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”).
