0000950134-05-015394 Sample Contracts

Contract
Sublease Agreement • August 9th, 2005 • Zix Corp • Services-computer processing & data preparation • Ontario
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AMENDED AND RESTATED CONVERTIBLE NOTE DUE 2005-2008 OF ZIX CORPORATION
Convertible Note Agreement • August 9th, 2005 • Zix Corp • Services-computer processing & data preparation • New York
ZIX CORPORATION Amended and Restated Common Stock Purchase Warrant
Common Stock Purchase Warrant • August 9th, 2005 • Zix Corp • Services-computer processing & data preparation • New York

ZIX CORPORATION, a Texas corporation, hereby certifies that, for value received, ___, or registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time before 5:00 p.m., New York City time, on the Expiration Date (such capitalized term and all other capitalized terms used herein having the respective meanings provided herein), 500,000 fully paid and nonassessable shares of Common Stock at a purchase price per share equal to the Purchase Price. The number of such shares of Common Stock and the Purchase Price are subject to adjustment as provided in this Warrant. This Warrant amends and restates Common Stock Purchase Warrant No. W-2004-___ issued by the Company pursuant to the Purchase Agreement, registered in the name of the Holder or the registered holder of the predecessor instrument of this Warrant.

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 9th, 2005 • Zix Corp • Services-computer processing & data preparation • New York

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of ___, 2005 (this “Agreement”), by and between ZIX CORPORATION, a Texas corporation (the “Company”), and ___, a ___(the “Investor”).

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