AGREEMENTPromissory Note and Warrant Agreement • February 28th, 2007 • Zix Corp • Services-computer processing & data preparation • New York
THIS AGREEMENT, dated as of February 22, 2007 (this “Agreement”), by and between Zix Corporation, a Texas corporation (the “Company”), and sanofi-aventis, U.S. Inc. (“Sanofi-Aventis”), a Delaware corporation and successor-in-interest to Aventis Inc., a Pennsylvania corporation.
ContractWarrant Agreement • February 28th, 2007 • Zix Corp • Services-computer processing & data preparation • New York
THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS AND ACCORDINGLY MAY NOT BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH ACT AND THE RULES AND REGULATIONS THEREUNDER AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. ZIX CORPORATION (THE “COMPANY”) WILL TRANSFER SUCH WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF ONLY UPON RECEIPT OF AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE ANY APPLICABLE STATE SECURITIES LAWS.
