EX-10.1


Table of Contents




 Exhibit 10.1 

Execution Version 

REGISTRATION RIGHTS AGREEMENT 
 by
and between 
 ZIX CORPORATION 

and 
 ZEPHYR HOLDCO, LLC 

Dated as of February 20, 2019 









Table of Contents




 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	 ARTICLE I
	  

	
	 Resale Shelf Registration
	  

			
	 Section 1.1
	  	Resale Shelf Registration Statement	  	 	1	 
	 Section 1.2
	  	Effectiveness Period	  	 	1	 
	 Section 1.3
	  	Subsequent Shelf Registration Statement	  	 	2	 
	 Section 1.4
	  	Supplements and Amendments	  	 	2	 
	 Section 1.5
	  	Subsequent Holder Notice	  	 	2	 
	 Section 1.6
	  	Underwritten Offering	  	 	3	 
	 Section 1.7
	  	Take-Down Notice	  	 	3	 
	 Section 1.8
	  	Piggyback Registration	  	 	4	 
	 Section 1.9
	  	Rule 144A Sales	  	 	5	 
	
	 ARTICLE II
	  

	
	 Additional Provisions Regarding Registration
Rights
	  

			
	 Section 2.1
	  	Registration Procedures	  	 	5	 
	 Section 2.2
	  	Suspension	  	 	9	 
	 Section 2.3
	  	Expenses of Registration	  	 	9	 
	 Section 2.4
	  	Information by Holders	  	 	9	 
	 Section 2.5
	  	Rule 144	  	 	11	 
	 Section 2.6
	  	Investor Holdback Agreement	  	 	11	 
	 Section 2.7
	  	Company Holdback Agreement	  	 	12	 
	
	 ARTICLE III
	  

	
	 Indemnification
	  

			
	 Section 3.1
	  	Indemnification by Company	  	 	12	 
	 Section 3.2
	  	Indemnification by Holders	  	 	13	 
	 Section 3.3
	  	Notification	  	 	13	 
	 Section 3.4
	  	Contribution	  	 	14	 
	
	 ARTICLE IV
	  

	
	 Transfer and Termination of Registration Rights
	  

			
	 Section 4.1
	  	Transfer of Registration Rights	  	 	15	 
	 Section 4.2
	  	Termination of Registration Rights	  	 	15	 


  
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	 	  	 	  	Page	 
	
	 ARTICLE V
	  

	
	 Miscellaneous
	  

			
	 Section 5.1
	  	Amendments and Waivers	  	 	15	 
	 Section 5.2
	  	Extension of Time, Waiver, Etc	  	 	15	 
	 Section 5.3
	  	Assignment	  	 	16	 
	 Section 5.4
	  	Counterparts	  	 	16	 
	 Section 5.5
	  	Entire Agreement; No Third Party Beneficiary	  	 	16	 
	 Section 5.6
	  	Governing Law; Jurisdiction	  	 	16	 
	 Section 5.7
	  	Specific Enforcement	  	 	17	 
	 Section 5.8
	  	Waiver of Jury Trial	  	 	17	 
	 Section 5.9
	  	Notices	  	 	17	 
	 Section 5.10
	  	Severability	  	 	18	 
	 Section 5.11
	  	Expenses	  	 	18	 
	 Section 5.12
	  	Interpretation	  	 	19	 
	 Section 5.13
	  	Investor	  	 	19	 


  
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 REGISTRATION RIGHTS AGREEMENT 

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 20, 2019 by and among ZIX
CORPORATION, a Texas corporation (the “Company”), and ZEPHYR HOLDCO, LLC (together with its successors and assigns, the “Investor”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit
A. The Investor and any other party that may become a party hereto pursuant to Section 4.1 are referred to collectively as the “Stockholders” and individually each as a “Stockholder”.

 WHEREAS, the Company and True Wind Capital, L.P. (“True Wind Capital”), an affiliate of the Investor, are parties to the
Investment Agreement, dated as of January 14, 2019 (as amended from time to time, the “Investment Agreement”), pursuant to which the Company is selling to the Investor, and the Investor is purchasing from the Company, an
aggregate of 64,914 shares of the Series A Preferred Stock (the “Series A Preferred Stock”), which is convertible into shares of Common Stock, and an aggregate of 35,086 shares of the Series B Preferred Stock (the “Series A
Preferred Stock”), which is convertible into shares of Series A Preferred Stock; 
 WHEREAS, as a condition to the obligations
of the Company and True Wind Capital under the Investment Agreement, the Company and the Investor are entering into this Agreement for the purpose of granting certain registration and other rights to the Stockholders. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement hereby agree as follows: 
 ARTICLE I 

Resale Shelf Registration 

Section 1.1 Resale Shelf Registration Statement. Subject to the other applicable provisions of this
Agreement, the Company shall use its commercially reasonable efforts to prepare and file within 120 days after the date hereof a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous
basis pursuant to Rule 415 of the Securities Act, of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of
distribution elected by the Investor) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as
is reasonably practicable after the filing thereof. 
 Section 1.2 Effectiveness Period. Once
declared effective, the Company shall, subject to the other applicable provisions of this Agreement, use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective and usable until such time as
there are no longer any Registrable Securities (the “Effectiveness Period”). 

  
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 Section 1.3 Subsequent Shelf Registration
Statement. If any Shelf Registration Statement ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Company shall use its commercially reasonable efforts to as promptly as is reasonably
practicable cause such Shelf Registration Statement to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Statement), and shall use its
commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration
Statement or file an additional registration statement (a “Subsequent Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from
time to time by the Holders thereof of all securities that are Registrable Securities as of the time of such filing. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (a) cause
such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (b) keep such Subsequent Shelf Registration Statement continuously effective and
usable until the end of the Effectiveness Period. Any such Subsequent Shelf Registration Statement shall be a registration statement on Form S-3 to the extent that the Company is eligible to use such form.
Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution
elected by the Investor. 
 Section 1.4 Supplements and Amendments. The Company shall supplement
and amend any Shelf Registration Statement if required by the Securities Act or the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement. 

Section 1.5 Subsequent Holder Notice. If a Person entitled to the benefits of this Agreement becomes
a Holder of Registrable Securities after a Shelf Registration Statement becomes effective under the Securities Act, the Company shall, as promptly as is reasonably practicable following delivery of written notice to the Company of such Person
becoming a Holder and requesting for its name to be included as a selling securityholder in the prospectus related to the Shelf Registration Statement (a “Subsequent Holder Notice”): 

(a) if required and permitted by applicable law, file with the SEC a supplement to the related prospectus or a post-effective amendment to the
Shelf Registration Statement so that such Holder is named as a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver a prospectus to purchasers of the Registrable
Securities in accordance with applicable law; provided, however, that the Company shall not be required to file more than one post-effective amendment or a supplement to the related prospectus for such purpose in any 90-day period; 
 (b) if, pursuant to Section 1.5(a), the Company shall have
filed a post-effective amendment to the Shelf Registration Statement that is not automatically effective, use its commercially reasonable efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is
reasonably practicable; and 

  
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 (c) notify such Holder as promptly as is reasonably practicable after the effectiveness
under the Securities Act of any post-effective amendment filed pursuant to Section 
1.5(a). 
 Section 1.6 Underwritten Offering. 

(a) Subject to any applicable restrictions on transfer in the Investment Agreement or otherwise, the Investor may, after the Resale Shelf
Registration Statement becomes effective, deliver a written notice to the Company (the “Underwritten Offering Notice”) specifying that the sale of some or all of the Registrable Securities subject to the Shelf Registration
Statement, is intended to be conducted through an underwritten offering (the “Underwritten Offering”); provided, however, that the Holders of Registrable Securities may not, without the Company’s prior written
consent, (i) launch an Underwritten Offering the anticipated gross proceeds of which shall be less than $10,000,000 (unless the Holders are proposing to sell all of their remaining Registrable Securities), (ii) launch more than four
Underwritten Offerings at the request of the Holders within any three-hundred sixty-five (365) day-period or (iii) launch an Underwritten Offering within the period (a “Quarterly Blackout
Period”) commencing fourteen (14) days prior to and ending two (2) days following the Company’s scheduled earnings release date for any fiscal quarter or year. 

(b) In the event of an Underwritten Offering, the Stockholders participating in such Underwritten Offering shall select the managing
underwriter(s) to administer the Underwritten Offering; provided, that the choice of such managing underwriter(s) shall be subject to the consent of the Company, which is not to be unreasonably withheld. In making the determination to consent
to the Stockholder’s choice of managing underwriter(s), the Company may take into account its business and strategic interests. The Company, the Investor and the Holders of Registrable Securities participating in an Underwritten Offering will
enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such offering. 
 (c) The
Company will not include in any Underwritten Offering pursuant to this Section 1.6 any securities that are not Registrable Securities without the prior written consent of the Investor. If the managing underwriter or
underwriters advise the Company and the Investor in writing that in its or their good faith opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) exceeds the number of
securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without
adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders that have requested to participate in such Underwritten
Offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such offering by such Holders, and (ii) second, any other securities of the Company that have been
requested to be so included. 
 Section 1.7 Take-Down Notice. Subject to the other applicable
provisions of this Agreement, at any time that any Shelf Registration Statement is effective, if the Investor delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to effect a sale or


  
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distribution of all or part of its Registrable Securities included by it on any Shelf Registration Statement (a “Shelf Offering”) and stating the number of the Registrable
Securities to be included in such Shelf Offering, then the Company shall amend, subject to the other applicable provisions of this Agreement or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable
Securities to be sold and distributed pursuant to the Shelf Offering. 
 Section 1.8 Piggyback
Registration. 
 (a) If the Company proposes to file a registration statement under the Securities Act with respect to an offering of
Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than a registration statement (i) on Form S-4, Form S-8 or any successor forms thereto or (ii) filed to effectuate an exchange offer or any employee benefit or dividend reinvestment plan), then the Company shall give prompt written notice of such filing, which
notice shall be given, to the extent reasonably practicable, no later than five (5) Business Days prior to the filing date (the “Piggyback Notice”) to the Investor on behalf of the Holders of Registrable Securities. The
Piggyback Notice shall offer such Holders the opportunity to include (or cause to be included) in such registration statement the number of shares of Registrable Securities as each such Holder may request (each, a “Piggyback Registration
Statement”). Subject to Section 1.8(b), the Company shall include in each Piggyback Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion
therein (each, a “Piggyback Request”) within five (5) Business Days after the date of the Piggyback Notice but in any event not later than one (1) Business Day prior to the filing date of a Piggyback Registration
Statement. The Company shall not be required to maintain the effectiveness of a Piggyback Registration Statement beyond the earlier of (x) 180 days after the effective date thereof and (y) consummation of the distribution by the Holders of the
Registrable Securities included in such registration statement. 
 (b) If any of the securities to be registered pursuant to the
registration giving rise to the rights under this Section 1.8 are to be sold in an underwritten offering, the Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed
underwritten offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request
on the same terms and subject to the same conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering
advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such
offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority:
(i) first, the securities proposed to be sold by the Company for its own account; (ii) second, the Registrable Securities of the Holders that have requested to participate in such underwritten offering, allocated pro rata among such
Holders on the basis of the percentage of the Registrable Securities requested to be included in such offering by such Holders; (iii) third, any other securities of the Company that have been requested to be


  
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included in such offering; provided, that Holders may, prior to the earlier of the (a) effectiveness of the registration statement and (b) the time at which the offering
price or underwriter’s discount is determined with the managing underwriter or underwriters, withdraw their request to be included in such registration pursuant to this Section 1.8. 

Section 1.9 Rule 144A Sales. Holders of Registrable Securities that are eligible for resale pursuant
to Rule 144A under the Securities Act shall have analogous rights to sell such securities in a marketed offering under Rule 144A under the Securities Act through one or more initial purchasers on a firm-commitment basis, using procedures that are
substantially equivalent to those specified in Article I and Article II of this Agreement. The Company agrees to use its reasonable efforts to cooperate to effect any such sales under such Rule 144A. Nothing in this Section 1.9 shall impose any
additional or more burdensome obligations on the Company than would apply under Article I and Article II, in each case, mutatis mutandis in respect of a registered Underwritten Offering (including the estimated gross proceeds minimum set
forth in Section 1.6(a)), or require that the Company take any actions that it would not be required to take in an Underwritten Offering of such Registrable Securities. 

ARTICLE II 
 Additional
Provisions Regarding Registration Rights 
 Section 2.1 Registration Procedures. Subject to
the other applicable provisions of this Agreement, in the case of each registration of Registrable Securities effected by the Company pursuant to Article I, the Company will: 

(a) prepare and promptly file with the SEC a registration statement with respect to such securities and use commercially
reasonable efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby, in accordance with the applicable provisions of this Agreement; 

(b) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such registration
statement and the prospectus used in connection with such registration statement as may be necessary to keep such registration statement effective for the period specified in paragraph (a) above and comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such registration statement in accordance with the Investor’s intended method of distribution set forth in such registration statement for such period; 

(c) furnish to the Investor’s legal counsel copies of the registration statement and the prospectus included therein
(including each preliminary prospectus) proposed to be filed and provide such legal counsel a reasonable opportunity to review and comment on such registration statement; 

(d) if requested by the managing underwriter or underwriters, if any, or the Investor, promptly include in any prospectus
supplement or post-effective amendment such information as the managing underwriter or underwriters, if any, or the Investor may reasonably request in order to permit the intended method of distribution of such


  
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securities and make all required filings of such prospectus supplement or post-effective amendment as soon as reasonably practicable after the Company has received such request; provided,
however, that the Company shall not be required to take any actions under this Section 2.1(d) that are not, in the opinion of counsel for the Company, in compliance with applicable law; 

(e) in the event that the Registrable Securities are being offered in an Underwritten Offering, furnish to the Investor and to
the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus and final prospectus as the Investor or such underwriters may reasonably request in order to facilitate the
public offering or other disposition of such securities; 
 (f) as promptly as reasonably practicable notify the Investor at
any time when a prospectus relating thereto is required to be delivered under the Securities Act or of the Company’s discovery of the occurrence of any event as a result of which the prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing
(which, for the avoidance of doubt, shall commence a Suspension Period), and, subject to Section 2.2, as promptly as is reasonably practicable, prepare and file with the SEC a supplement or post-effective amendment to such
registration statement or the related prospectus or any document incorporated therein by reference or file any other required document and at the request of the Investor, furnish to the Investor a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing; 

(g) use commercially reasonable efforts to register and qualify (or exempt from such registration or qualification) the
securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions within the United States as shall be reasonably requested in writing by the Investor; provided, however,
that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdictions where it would not otherwise be required to qualify but for this subsection or (ii) take any action
that would subject it to general service of process in any such jurisdictions; 
 (h) in the event that the Registrable
Securities are being offered in a public offering, enter into an underwriting agreement, a placement agreement or equivalent agreement customary for a transaction of that nature, in each case in accordance with the applicable provisions of this
Agreement, and take all such other actions reasonably requested by the Holders of the Registrable Securities being sold in connection therewith (including any reasonable actions requested by the managing underwriters, if any) to facilitate the
disposition of such Registrable Securities, including furnishing the underwriters with a letter dated the date of such underwriting agreement, placement 

  
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agreement or equivalent agreement from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the underwriters, placement agents or equivalent parties; provided, however, that in no event will the Company be required to enter into a holdback agreement other than as
and if required by Section 2.7; 
 (i) in connection with an Underwritten Offering, the Company
shall cause its officers to use their commercially reasonable efforts to support the marketing of the Registrable Securities covered by such offering (including participation in “road shows” or other similar marketing efforts); 

(j) use commercially reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the
underwriters for sale, if such securities are being sold through underwriters, (i) an opinion dated such date of the legal counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to
underwriters in an underwritten public offering, addressed to the underwriters, if any, (ii) a “negative assurances letter”, dated such date of the legal counsel representing the Company for the purposes of such registration, in form
and substance as is customarily given to underwriters in an underwritten public offering and (iii) a letter dated such date from the independent certified public accountants of the Company, in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters; 

(k) in the event that the Registrable Securities covered by such registration statement are shares of Common Stock, use
commercially reasonable efforts to list the Registrable Securities covered by such registration statement with any securities exchange on which the Common Stock is then listed; 

(l) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such
registration statement; 
 (m) in connection with a customary due diligence review, make available for inspection by the
Investor, any underwriter participating in any such disposition of Registrable Securities, if any, and any counsel or accountants retained by the Investor or underwriter (collectively, the “Offering Persons”), at the offices where
normally kept, during reasonable business hours, all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the officers, directors and employees of the Company and its subsidiaries
to supply all information and participate in customary due diligence sessions in each case reasonably requested by any such representative, underwriter, counsel or accountant in connection with such Registration Statement; provided,
however, that any information that is not generally publicly available at the time of delivery of such information shall be kept confidential by such Offering Persons unless (i) disclosure of such information is required by court or
administrative order or in connection with an audit or examination by, or a blanket document request from, a regulatory or self-regulatory authority, bank examiner or 

  
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auditor, (ii) disclosure of such information, in the reasonable judgment of the Offering Persons, is required by law or applicable legal process (including in connection with the offer and
sale of securities pursuant to the rules and regulations of the SEC), (iii) such information is or becomes generally available to the public other than as a result of a non-permitted disclosure or failure to
safeguard by such Offering Persons in violation of this Agreement or (iv) such information (A) was known to such Offering Persons (prior to its disclosure by the Company) from a source other than the Company when such source, to the
knowledge of the Offering Persons, was not bound by any contractual, legal or fiduciary obligation of confidentiality to the Company with respect to such information, (B) becomes available to the Offering Persons from a source other than the
Company when such source, to the knowledge of the Offering Persons, is not bound by any contractual, legal or fiduciary obligation of confidentiality to the Company with respect to such information or (C) was developed independently by the
Offering Persons or their respective representatives without the use of, or reliance on, information provided by the Company. In the case of a proposed disclosure pursuant to (i) or (ii) above, such Person shall be required to give the Company
written notice of the proposed disclosure prior to such disclosure (except in the case of (ii) above when a proposed disclosure was or is to be made in connection with a registration statement or prospectus under this Agreement and except in
the case of clause (i) above when a proposed disclosure is in connection with a routine audit or examination by, or a blanket document request from, a regulatory or self-regulatory authority, bank examiner or auditor); 

(n) cooperate with the Investor and each underwriter or agent participating in the disposition of Registrable Securities and
their respective counsel in connection with any filings required to be made with FINRA, including the use of commercially reasonable efforts to obtain FINRA’s pre-clearance or pre-approval of the registration statement and applicable prospectus upon filing with the SEC; and 

(o) as promptly as is reasonably practicable notify the Investor (i) when the prospectus or any prospectus supplement or
post-effective amendment has been filed and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC or other federal or state governmental authority for
amendments or supplements to such registration statement or related prospectus or to amend or to supplement such prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such
registration statement or the initiation of any proceedings for such purpose (which, for the avoidance of doubt, shall commence a Suspension Period), (iv) if at any time the Company has reason to believe that the representations and warranties of
the Company contained in any document contemplated by Section 2.1(f) above relating to any applicable offering cease to be true and correct or (v) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. 

The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in
Section 2.1(f), 2.1 (o)(ii) or 2.1(o)(iii), the Investor shall discontinue, and shall cause each Holder to discontinue, disposition of any 

  
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Registrable Securities covered by such registration statement or the related prospectus until receipt of the copies of the supplemented or amended prospectus, which supplement or amendment shall,
subject to the other applicable provisions of this Agreement, be prepared and furnished as soon as reasonably practicable, or until the Investor is advised in writing by the Company that the use of the applicable prospectus may be resumed, and have
received copies of any amended or supplemented prospectus or any additional or supplemental filings which are incorporated, or deemed to be incorporated, by reference in such prospectus (such period during which disposition is discontinued being an
“Interruption Period”) and, if requested by the Company, the Investor shall use commercially reasonable efforts to return, and cause the Holders to return, to the Company all copies then in their possession, of the prospectus
covering such Registrable Securities at the time of receipt of such request. As soon as practicable after the Company has determined that the use of the applicable prospectus may be resumed, the Company will notify the Investor thereof. In the event
the Company invokes an Interruption Period hereunder and in the reasonable discretion of the Company the need for the Company to continue the Interruption Period ceases for any reason, the Company shall, as soon as reasonably practicable, provide
written notice to the Investor that such Interruption Period is no longer applicable. 
 Section 2.2
Suspension. (a) The Company shall be entitled, on one (1) occasion in any one-hundred eighty (180) day period, for a period of time not to exceed ninety (90) days in the aggregate in any
twelve (12) month period (any such period a “Suspension Period”), to (x) defer any registration of Registrable Securities and shall have the right not to file and not to cause the effectiveness of any registration covering
any Registrable Securities, (y) suspend the use of any prospectus and registration statement covering any Registrable Securities and (z) require the Holders of Registrable Securities to suspend any offerings or sales of Registrable
Securities pursuant to a registration statement, if the Company delivers to the Investor a certificate signed by an executive officer certifying that such registration and offering would (i) require the Company to make an Adverse Disclosure or
(ii) materially interfere with any bona fide material financing, acquisition, disposition or other similar transaction involving the Company or any of its subsidiaries then under consideration. Such certificate shall contain a statement
of the reasons for such suspension and an approximation of the anticipated length of such suspension. The Investor shall keep the information contained in such certificate confidential subject to the same terms set forth in
Section 2.1(m). If the Company defers any registration of Registrable Securities in response to an Underwritten Offering Notice or requires the Investor or the Holders to suspend any Underwritten Offering, the Investor
shall be entitled to withdraw such Underwritten Offering Notice and if it does so, such request shall not be treated for any purpose as the delivery of an Underwritten Offering Notice pursuant to Section 1.6. 

Section 2.3 Expenses of Registration. All Registration Expenses incurred in connection with any
registration or offering pursuant to Article I shall be borne by the Company. All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders of the Registrable Securities included in such
registration. 
 Section 2.4 Information by Holders. The Holder or Holders of Registrable
Securities included in any registration shall, and the Investor shall cause such Holder or Holders to, furnish to the Company such information regarding such Holder or Holders and their 

  
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Affiliates, the Registrable Securities held by them and the distribution proposed by such Holder or Holders and their Affiliates as the Company or its representatives may reasonably request and
as shall be required in connection with any registration, qualification or compliance referred to in this Agreement. It is understood and agreed that the obligations of the Company under Article I are conditioned on the timely provisions of
the foregoing information by such Holder or Holders and, without limitation of the foregoing, will be conditioned on compliance by such Holder or Holders with the following: 

(a) such Holder or Holders will, and will cause their respective Affiliates to, cooperate with the Company in connection with
the preparation of the applicable registration statement and prospectus and, for so long as the Company is obligated to keep such registration statement effective, such Holder or Holders will and will cause their respective Affiliates to, provide to
the Company, in writing and in a timely manner, for use in such registration statement (and expressly identified in writing as such), all information regarding themselves and their respective Affiliates and such other information as may be required
by applicable law to enable the Company to prepare or amend such registration statement, any related prospectus and any other documents related to such offering covering the applicable Registrable Securities owned by such Holder or Holders and to
maintain the currency and effectiveness thereof; 
 (b) during such time as such Holder or Holders and their respective
Affiliates may be engaged in a distribution of the Registrable Securities, such Holder or Holders will, and they will cause their Affiliates to, comply with all laws applicable to such distribution, including Regulation M promulgated under the
Exchange Act, and, to the extent required by such laws, will, and will cause their Affiliates to, among other things (i) not engage in any stabilization activity in connection with the securities of the Company in contravention of such laws;
(ii) distribute the Registrable Securities acquired by them solely in the manner described in the applicable registration statement; and (iii) if required by applicable law, cause to be furnished to each agent or broker-dealer to or
through whom such Registrable Securities may be offered, or to the offeree if an offer is made directly by such Holder or Holders or their respective Affiliates, such copies of the applicable prospectus (as amended and supplemented to such date) and
documents incorporated by reference therein as may be required by such agent, broker-dealer or offeree; 
 (c) such Holder
or Holders shall, and they shall cause their respective Affiliates to, (i) permit the Company and its representatives to examine such documents and records and will supply in a timely manner any information as they may be reasonably requested
to provide in connection with the offering or other distribution of Registrable Securities by such Holder or Holders and (ii) execute, deliver and perform under any agreements and instruments reasonably requested by the Company or its
representatives to effectuate such registered offering, including opinions of counsel and questionnaires; and 
 (d) on
receipt of any notice from the Company of the occurrence of any of the events specified in Section 2.1(f) or clauses (ii) or (iii) of Section 2.1(o), or that otherwise requires the suspension
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offering, sale or distribution of any of the Registrable Securities owned by such Holder or Holders, such Holders shall, and they shall cause their respective Affiliates to, cease offering,
selling or distributing the Registrable Securities owned by such Holder or Holders until the offering. sale and distribution of the Registrable Securities owned by such Holder or Holders may recommence in accordance with the terms hereof and
applicable law. 
 Section 2.5 Rule 144. (a) With a view to making available the benefits of Rule
144 to the Holders, the Company agrees that, for so long as a Holder owns Registrable Securities, the Company will use its commercially reasonable efforts to: 

(i) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the
date of this Agreement; and 
 (ii) so long as a Holder owns any Restricted Securities, furnish to the Holder upon written
request a written statement by the Company as to its compliance with the reporting requirements of the Exchange Act. 
 (b)
For as long as a Holder owns Registrable Securities issued or issuable upon conversion thereof, the Company will use commercially reasonable efforts to take such further necessary action as any holder of Registrable Securities may reasonably request
in connection with the removal of any restrictive legend on the Registrable Securities being sold, all to the extent required from time to time to enable such Holder to sell the Restricted Securities without registration under the Securities Act
within the limitations of the exemption provided by Rule 144. 
 Section 2.6 Investor Holdback
Agreement. If during the Effectiveness Period, the Company shall file a registration statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or
pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Common Stock or securities convertible into, or exchangeable or exercisable for,
such securities or otherwise informs the Investor that it intends to conduct such an offering utilizing an effective registration statement or pursuant to an underwritten Rule 144A and/or Regulation S offering and provides the Investor and each
Holder the opportunity to participate in such offering in accordance with and to the extent required by Section 1.8, the Investor and each Holder shall for so long as such Investor or Holder together with its respective
Affiliates beneficially owns, on an as converted basis (as defined in the Investment Agreement) greater than 10% of the then outstanding Common Stock or has a right to nominate a director to the Board (as defined in the Investment Agreement), if
requested by the managing underwriter or underwriters, enter into a customary “lock-up” agreement relating to the sale, offering or distribution of Registrable Securities, in the form reasonably
requested by the managing underwriter or underwriters, covering the period commencing on the date of the prospectus pursuant to which such offering may be made and continuing until the earlier of 45 days from the date of such prospectus and the date
on which the Company’s “lock-up” agreement with the underwriters in connection with the offering expires. 

  
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 Section 2.7 Company Holdback Agreement. In
connection with a distribution of Registrable Securities in which Holders of Registrable Securities are proposing to sell at least $10,000,000 of Registrable Securities, the Company shall, if requested by the managing underwriter or underwriters,
enter into a customary “lock-up” agreement relating to the sale, offering, distribution or granting of an option to purchase Common Stock, in the form reasonably requested by the managing underwriter
or underwriters, covering the period commencing on the date of the prospectus pursuant to which such offering may be made and continuing until the earlier of 45 days from the date of such prospectus and the date on which the Selling Holders’ “lock-up” agreement with the underwriters in connection with the offering expires, during which time the Company may not offer, sell or grant any option to purchase shares of Common Stock or securities
convertible or exchangeable for Common Stock of the Company, subject to customary carve-outs that include, but are not limited to, (i) issuances pursuant to the Company’s employee stock plans and issuances of shares upon the exercise of
options or other equity awards under such stock plans and (ii) in connection with acquisitions, joint ventures and other strategic transactions. 
  

ARTICLE III 
 Indemnification

 Section 3.1 Indemnification by Company. To the extent permitted by applicable law, the
Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this
Agreement, indemnify and hold harmless each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder within
the meaning of Section 15 of the Securities Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and
each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), from and against any and all expenses, claims, losses, damages, costs
(including costs of preparation and reasonable attorney’s fees and any legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in
settlement and other liabilities, joint or several, (or actions in respect thereof) (collectively, “Losses”) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in
any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, in each case related to such registration
statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they
were made, not misleading, or any violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rules or regulations thereunder applicable to the Company and (without limiting the preceding portions of this
Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses
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connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred;
provided, that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the Company (which consent shall not be
unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law
(including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information
regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of any Holder. 

Section 3.2 Indemnification by Holders. To the extent permitted by applicable law, each Holder will,
if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other
Holders of Registrable Securities, the Company, each of its representatives, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified
Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary
prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein
a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and
documented out-of-pocket legal expenses and any other reasonable and documented
out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2,
settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement,
prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives
and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Investor and any Holder exceed an amount equal to the net
proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of
any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed). 

Section 3.3 Notification. If any Person shall be entitled to indemnification under this Article
III (each, an “Indemnified Party”), such Indemnified Party shall give prompt notice to the party required to provide indemnification (each, an “Indemnifying Party”) of any claim or of the commencement of any
proceeding as to which indemnity is sought. The Indemnifying Party shall have the right, exercisable by giving written notice to the Indemnified Party as promptly as 

  
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reasonably practicable after the receipt of written notice from such Indemnified Party of such claim or proceeding, to assume, at the Indemnifying Party’s expense, the defense of any such
claim or litigation, with counsel reasonably satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense thereof, the Indemnifying Party will not (so long as it
shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such
Indemnified Party in connection with the defense thereof; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or litigation, but the fees and expenses of such counsel shall be
at the expense of such Indemnified Party unless the Indemnifying Party shall have failed within a reasonable period of time to assume such defense and the Indemnified Party is or would reasonably be expected to be materially prejudiced by such
delay. The failure of any Indemnified Party to give notice as provided herein shall relieve an Indemnifying Party of its obligations under this Article III only to the extent that the failure to give such notice is materially prejudicial or
harmful to such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be
unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all
liability in respect to such claim or litigation. The indemnity agreements contained in this Article III shall not apply to amounts paid in settlement of any claim, loss, damage, liability or action if such settlement is effected without the
prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article III shall be in addition to any other indemnification rights or
agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by
such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim. 

Section 3.4 Contribution. If the indemnification provided for in this Article III is held by
a court of competent jurisdiction to be unavailable to an Indemnified Party, other than pursuant to its terms, with respect to any Losses or action referred to therein, then, subject to the limitations contained in this Article III, the
Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses or action in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party, on the one hand, and the Indemnified Party, on the other, in connection with the actions, statements or omissions that resulted in such Losses or action, as well as any other relevant equitable considerations. The
relative fault of the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact, has been made (or omitted) by, or relates to information supplied by such Indemnifying Party or such Indemnified Party, and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent any such action, statement or omission. The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 3.4


  
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was determined solely upon pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding
sentence of this Section 3.4. Notwithstanding the foregoing, the amount each Investor or any Holder will be obligated to contribute pursuant to this Section 3.4 will be limited to an amount equal
to the net proceeds received by such Investor or Holder in respect of the Registrable Securities sold pursuant to the registration statement which gives rise to such obligation to contribute. No Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 

ARTICLE IV 
 Transfer and
Termination of Registration Rights 
 Section 4.1 Transfer of Registration Rights. Any rights
to cause the Company to register securities granted to a Holder under this Agreement may be transferred or assigned to any Person in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock, Series B
Preferred Stock or Common Stock to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement or a lender in connection with a Permitted Loan (as defined in the Investment Agreement); provided, however,
that (a) prior written notice of such assignment of rights is given to the Company and (b) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form
and substance reasonably acceptable to the Company. 
 Section 4.2 Termination of Registration
Rights. The rights of any particular Holder to cause the Company to register securities under Article I shall terminate with respect to such Holder upon the date upon which such Holder no longer holds any Registrable Securities. 

ARTICLE V 
 Miscellaneous

 Section 5.1 Amendments and Waivers. Subject to compliance with applicable law, this
Agreement may be amended or supplemented in any and all respects by written agreement of the Company and the Investor. 
 
Section 5.2 Extension of Time, Waiver, Etc. The parties hereto may, subject to applicable law, (a) extend the time for the performance of any of the obligations or acts of the other party or (b) waive compliance by the
other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions. Notwithstanding the foregoing, no failure or delay by the parties hereto in
exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party
hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party; provided, that the Investor may execute such waivers on behalf of any Stockholder. 

  
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 Section 5.3 Assignment. Except as provided in
Section 4.1, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise, by any of the parties hereto without the prior written
consent of the other party hereto; provided, however, that the Investor may provide any such consent on behalf of the Stockholders; provided, further, that if the Company consolidates or merges with or into any Person and
the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer, and any Stockholder would, upon completion of such merger or consolidation, hold Registrable Securities
of such issuer, then as a condition to such transaction the Company will cause such issuer to assume all of the Company’s rights and obligations under this Agreement in a written instrument delivered to the Stockholders. 

Section 5.4 Counterparts. This Agreement may be executed in one or more counterparts (including by
facsimile or electronic mail), each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the
parties hereto and delivered to the other parties hereto. 
 Section 5.5 Entire Agreement; No Third
Party Beneficiary. This Agreement, including the Transaction Documents (as defined in the Investment Agreement), constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the
parties and their Affiliates, or any of them, with respect to the subject matter hereof and thereof. No provision of this Agreement shall confer upon any Person other than the parties hereto and their permitted assigns and the Indemnified Parties
any rights or remedies hereunder. 
 Section 5.6 Governing Law; Jurisdiction. 

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed
in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. 

(b) All legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) arising out of
or relating to this Agreement shall be heard and determined in the county of New York in the State of New York and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably
waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 5.6 shall not constitute general consents to service
of process in the State of New York and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process
upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 5.9 of this Agreement. The parties hereto agree that
a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided, however, that nothing in the foregoing shall
restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment. 

  
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 Section 5.7 Specific Enforcement. The parties
acknowledge and agree that (a) the parties shall be entitled to an injunction or injunctions, specific performance or other equitable relief to enforce specifically the terms and provisions hereof in the courts described in
Section 5.6 without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement and (b) the right of specific enforcement is an integral part of this
Agreement and without that right, neither the Company nor the Investor would have entered into this Agreement. The parties hereto agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for
any reason, and agree not to assert that a remedy of monetary damages would provide an adequate remedy or that the parties otherwise have an adequate remedy at law. The parties hereto acknowledge and agree that any party seeking an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 5.7 shall not be required to provide any bond or other security in
connection with any such order or injunction. 
 Section 5.8 Waiver of Jury Trial. EACH PARTY
ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS
IN THIS SECTION 5.8. 
 Section 5.9 Notices. All notices, requests and
other communications to any party hereunder shall be in writing and shall be deemed given if delivered personally, by facsimile (which is confirmed), emailed (which is confirmed) or sent by overnight courier (providing proof of delivery) to the
parties at the following addresses: 
 (a) If to the Company, to it at: 

Zix Corporation 
 2711 N. Haskell
Avenue 
 Suite 2200, LB 36 

Dallas, Texas 75204-2960 

Attention:    Noah Webster 

Email:         nwebster@zixcorp.com 

  
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 with a copy (which shall not constitute notice) to: 

Baker Botts L.L.P. 
 2001 Ross
Ave. 
 Suite 900 
 Dallas, TX
75201 
 Attention:    Don McDermett 

Email:         don.mcdermett@bakerbotts.com 
 (b) If to the Stockholders or the Investor, to
the Investor at: 
 True Wind Capital Management, L.P. 

Four Embarcadero Center 
 Suite
2350 
 San Francisco, CA 94111 

Attention:    James H. Greene, Jr. 

                    Brandon Van Buren 

Email:         jamie@truewindcapital.com 

                    brandon@truewindcapital.com 

with a copy (which shall not constitute notice) to: 

Simpson Thacher & Bartlett LLP 

2475 Hanover Street 
 Palo Alto,
CA 94304 
 Attention:    William Brentani 

Email:         wbrentani@stblaw.com 
 or such other address, email address or facsimile number as such party
may hereafter specify by like notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of actual receipt by the recipient thereof if received prior to 5:00 p.m. local time in
the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt. 

Section 5.10 Severability. If any term, condition or other provision of this Agreement is determined
by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon
such determination that any term, condition or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as
closely as possible to the fullest extent permitted by applicable law. 
 Section 5.11 Expenses.
Except as provided in Section 2.3 and Article III, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such costs and expenses. 

  
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 Section 5.12 Interpretation. The rules of
interpretation set forth in Section 
8.12 of the Investment Agreement shall apply to this Agreement, mutatis mutandis. 
 Section 5.13
Investor. 
 (a) Each Holder hereby consents to (i) the appointment of the Investor as the attorneys-in-fact for and on behalf of such Holder and (ii) the taking by the Investor of any and all actions and the making of any decisions required or permitted by, or with respect to, this Agreement
and the transactions contemplated hereby, including, without limitation, (A) the exercise of the power to agree to execute any consents under this Agreement and all other documents contemplated hereby and (B) to take all actions necessary
in the judgment of the Investor for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the transactions contemplated hereby. Any reference to any action by the Investor in this Agreement
shall require an instrument in writing signed by the Investor. 
 (b) Each Holder shall be bound by the actions taken by the Investor
exercising the rights granted to it by this Agreement or the other documents contemplated by this Agreement, and the Company shall be entitled to rely on any such action or decision of the Investor. 

[Signature pages follow] 

  
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 IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first above written. 
  

			
	COMPANY:
	
	ZIX CORPORATION
		
	By:	 	/s/ David Rockvam
		 	Name: David Rockvam
		 	Title:   Vice President and Chief Financial Officer


 SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT 









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	INVESTOR:
	
	ZEPHYR HOLDCO, LLC
	
	By: True Wind Capital, L.P., its manager
	
	By: True Wind Capital GP, LLC its general partner
		
	By:	 	/s/ James H. Greene Jr.
		 	Name: James H. Greene Jr.
		 	Title:   Managing Member


 SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT 









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 EXHIBIT A 

DEFINED TERMS 
 1.
The following capitalized terms have the meanings indicated: 
 “Adverse Disclosure” means public disclosure of material non-public information that, in the good faith judgment of the Company (after consultation with legal counsel): (a) would be required to be made in any registration statement filed with the SEC by the Company so
that such registration statement would not be materially misleading; (b) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement; and (c) the Company has a bona fide
business purpose for not disclosing publicly. 
 “Affiliates” shall have the meaning given to such term in the Certificates
of Designations. 
 “Business Day” means any day except a Saturday, a Sunday or other day on which the SEC or banks in the
City of New York are authorized or required by law to be closed. 
 “Certificates of Designations” means the Certificate of
Designations setting forth the designations, powers, preferences, qualifications, limitations and restrictions of the Series A Preferred Stock, and the Certificate of Designations setting forth the designations, powers, preferences, qualifications,
limitations and restrictions of the Series B Preferred Stock, each dated as of the date hereof, as may be amended from time to time. 

“Common Stock” means all shares currently or hereafter existing of the Company’s common stock, par value $0.01 per
share. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statute thereto, and the
rules and regulations of the SEC promulgated thereunder. 
 “FINRA” means the Financial Industry Regulatory Authority, Inc.

 “Holder” means any Stockholder holding Registrable Securities. 

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, trust,
unincorporated organization or any other entity, including a governmental authority. 
 “register”,
“registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such
registration statement or the automatic effectiveness of such registration statement, as applicable. 
 “Registrable
Securities” means, as of any date of determination, (a) any shares of the Series A Preferred Stock issued to the Investor pursuant to the Investment Agreement (whether or not subsequently transferred to any Stockholder) and any shares
of Common Stock hereafter acquired by any Stockholder pursuant to the conversion of the Series A Preferred Stock, any securities of the Company acquired pursuant to Section 5.16 of the Investment Agreement (or


  
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acquired pursuant to conversion, exchange or exercise of such securities), (b) any shares of Series B Preferred Stock issued to the Investor pursuant to the Investment Agreement (whether or not
subsequently transferred to any Stockholder) and any shares of Series A Preferred Stock hereafter acquired by any Stockholder pursuant to the conversion of the Series B Preferred Stock, (c) any shares of Common Stock held by any Stockholder at
any time, however acquired and (d) any other securities issued or issuable with respect to any such shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock or other such securities by way of share split, share dividend,
distribution, recapitalization, merger, exchange, replacement or similar event or otherwise (including, for the avoidance of doubt, a redemption pursuant to the Certificates of Designations); provided, that for purpose of clauses (c) and
(d), such securities will be Registrable Securities for a Stockholder if: (A) such securities are (or, in the case of securities issuable upon the conversion, exchange or exercise of other securities, if then issued would be) “restricted
securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Stockholder or (B) such Stockholder and its Affiliates beneficially own (as defined for purposes
of Section 13(d) of the Exchange Act and the rules thereunder) at least 5% of the class of such securities when such securities are acquired or issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case
of securities issuable upon the conversion, exchange or exercise of other securities). As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (I) such securities are sold or
otherwise transferred pursuant to an effective registration statement under the Securities Act, (II) such securities shall have ceased to be outstanding, (III) such securities have been transferred in a transaction in which the
Holder’s rights under this Agreement are not assigned to the transferee of the securities, (IV) such securities are sold in a broker’s transaction under circumstances in which all of the applicable conditions of Rule 144 (or any
similar provisions then in force) under the Securities Act are met or (v) the stock certificates or evidences of book-entry registration relating to such securities have had all restrictive legends removed. 

“Registration Expenses” means all (a) expenses incurred by the Company in complying with Article I, including all
registration, qualification, listing and filing fees, printing expenses, escrow fees, and fees and disbursements of counsel for the Company, blue sky fees and expenses and (b) reasonable, documented out-of-pocket fees and expenses of one outside legal counsel to the Investor and one outside legal counsel for all other Holders, in each case, retained in connection with registrations and offerings
contemplated hereby; provided, however, that Registration Expenses shall not be deemed to include any Selling Expenses. 

“Registration Statement” shall mean any registration statement of the Company filed or to be filed with the SEC under the
rules and regulations promulgated under the Securities Act, including the related prospectus, amendments and supplements to such registration statement, and including pre- and post-effective amendments, and
all exhibits and all material incorporated by reference in such registration statement. 
 “Restricted Securities” means
any Common Stock required to bear the legend set forth in Section 5.09(a) of the Investment Agreement. 
 “Rule 144”
means Rule 144 promulgated under the Securities Act and any successor provision. 

  
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Table of Contents




 “Rule 462(e)” means Rule 462(e) promulgated under the Securities Act and
any successor provision. 
 “SEC” means the U.S. Securities and Exchange Commission. 

“Securities Act” means the Securities Act of 1933, as amended, and any successor statute thereto, and the rules and
regulations of the SEC promulgated thereunder. 
 “Selling Expenses” means all underwriting discounts, selling commissions
and stock transfer taxes applicable to the securities registered by the Holders, and the fees and expenses of any counsel to the Holders (other than such fees and expenses expressly included in Registration Expenses). 

“Shelf Registration Statement” means the Resale Shelf Registration Statement or a Subsequent Shelf Registration Statement, as
applicable. 
 2. The following terms are defined in the Sections of the Agreement indicated: 

INDEX OF TERMS 
  

			
	 Term
	  	 Section

	Actions	  	Section 5.6(b)
	Agreement	  	Preamble
	Company	  	Preamble
	Company Indemnified Parties	  	Section 3.1
	Effectiveness Period	  	Section 1.2
	Holder Indemnified Parties	  	Section 3.2
	Indemnified Party	  	Section 3.3
	Indemnifying Party	  	Section 3.3
	Interruption Period	  	Section 2.1
	Investment Agreement	  	Recitals
	Investor	  	Preamble
	Losses	  	Section 3.1
	Offering Persons	  	Section 2.1(m)
	Piggyback Notice	  	Section 1.8(a)
	Piggyback Registration Statement	  	Section 1.8(a)
	Piggyback Request	  	Section 1.8(a)
	Quarterly Blackout Period	  	Section 1.6(a)
	Resale Shelf Registration Statement	  	Section 1.1
	Series A Preferred Stock	  	Recitals
	Series B Preferred Stock	  	Recitals
	Shelf Offering	  	Section 1.7
	Stockholder	  	Preamble
	Stockholders	  	Preamble
	Subsequent Holder Notice	  	Section 1.5
	Subsequent Shelf Registration Statement	  	Section 1.3
	Take-Down Notice	  	Section 1.7
	Underwritten Offering	  	Section 1.6(a)
	Underwritten Offering Notice	  	Section 1.6(a)


  
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