exv10w11



 





Exhibit 10.11




VIRNETX HOLDING CORPORATION




VOTING AGREEMENT




     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”).



RECITALS




     The Company has applied for listing on the American Stock Exchange. A condition to the
Company’s initial and continued listing by the American Stock Exchange is that the Company and the
Shareholders enter into this Agreement for the purposes of agreeing on voting all of the shares of
capital stock of the Company presently or hereafter held by such Shareholders (collectively, the
“Voting Stock”). The number of shares of Voting Stock presently held by each Shareholder
is set forth next to such Shareholder’s name on the signature page to this Agreement. The parties
intend that this Agreement will ensure that all of the shares of Voting Stock held by the voting
Shareholders will be voted in the manner set forth in this Agreement. The Company and the
Shareholders each desire to facilitate the voting arrangements set forth in this Agreement, and the
listing of the Company’s common stock on the American Stock Exchange, by agreeing to the terms and
conditions set forth herein.



AGREEMENT




     The parties hereby agree as follows:



     1.     Voting of Voting Stock. The Shareholders shall use best efforts to be present in
person or by proxy at each duly noticed meeting of the stockholders of the Company and shall cast
votes with respect to the Voting Stock on all matters to be voted on by the Company’s stockholders
in the same proportion as the votes cast by all other shares voting at such meeting, except with
respect to elections of directors, as to which the Shareholders shall cast all of the Voting Stock
votes in favor of the directors nominated by the Company’s Board of Directors.



     2.     Term. This Agreement shall terminate upon such time as the Company’s common stock
shall no longer be listed for trading on the American Stock Exchange.



     3.     Amendments; Waivers. Any term hereof may be amended or waived with the written
consent of the Company and holders of at least a majority of the Voting Stock (or their respective
successors and assigns). Any amendment or waiver effected in accordance with this Section 7 shall
be binding upon the Company, the holders of the Voting Stock, and each of their respective
successors and assigns.



 









 





     4.     Miscellaneous.



          (a)     Notices. Any notice required or permitted by this Agreement shall be in writing
and shall be deemed sufficient on the date of delivery, when delivered personally or by overnight
courier or sent by telegram, email or fax, or forty-eight (48) hours after being deposited in the
U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be
notified at such party’s address as set forth below or as subsequently modified by written notice.




          (b)     Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.
In the event that the parties cannot reach a mutually agreeable and enforceable replacement for
such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of
the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of
the Agreement shall be enforceable in accordance with its terms.




          (c)     Governing Law. This Agreement and all acts and transactions pursuant hereto and
the rights and obligations of the parties hereto shall be governed, construed and interpreted in
accordance with the laws of the State of California, without giving effect to principles of
conflicts of law.




          (d)     Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one instrument.




          (e)     Successors and Assigns. The terms and conditions of this Agreement shall inure to
the benefit of and be binding upon the respective successors and assigns of the parties, except as
otherwise expressly provided in this Agreement. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.




          (f)     Copy of Agreement. The Company shall cause a copy of this Agreement to be filed
with the Secretary of the Company in accordance with the provisions of the California Corporations
Code.




[Signature Page Follows]




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     The parties hereto have executed this Voting Agreement as of the date first written above.



	 	 	 	 	 	 	 
	THE COMPANY:	 	THE SHAREHOLDERS:
	 
	 	 	 	 	 	 
	VIRNETX HOLDING CORPORATION	 	 
	 	 	 	 	 
	 	 	 	 	(Name of Shareholder)
	 
	 	 	 	 	 	 
	By:

	 	/s/ Kendall Larsen 
	 	By:
	 	 
	 

	 	 
	 	 	 	 
	 

	 	Kendall Larsen
	 	 	 	(Signature)
	 

	 	Chief Executive Officer	 	 	 	 
	 

	 	and President	 	 	 	 
	 

	 	 	 	Name:
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Address:	 	Address:
	5615 Scotts Valley Drive, Suite 110	 	 
	 	 	 	 	 
	Scotts Valley, CA 95066	 	 	 	 
	 	 	 	 	 
	Fax: (831) 438-8700	 	Fax:	 	 
	 

	 	 	 	 	 	 






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     The parties hereto have executed this Voting Agreement as of the date first written above.



	 	 	 	 	 	 	 
	THE COMPANY:	 	THE SHAREHOLDERS:
	 
	 	 	 	 	 	 
	VIRNETX HOLDING CORPORATION	 	San Gabriel Fund, LLC 
	 	 	 	 	 
	 	 	 	 	(Name of Shareholder)
	 
	 	 	 	 	 	 
	By:

	 	 
	 	By:
	 	/s/ Justin Yorke 
	 

	 	 
	 	 	 	 
	 

	 	Kendall Larsen
	 	 	 	(Signature)
	 

	 	Chief Executive Officer	 	 	 	 
	 

	 	and President	 	 	 	 
	 

	 	 	 	Name:
	 	Justin Yorke 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Manager
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Address:	 	Address:
	5615 Scotts Valley Drive, Suite 110	 	4 Richland Pl 
	 	 	 	 	 
	Scotts Valley, CA 95066	 	Pasadena, CA  91103 
	 	 	 	 	 
	Fax: (831) 438-8700	 	Fax: (626) 792-9437
	 

	 	 	 	 	 	 






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     The parties hereto have executed this Voting Agreement as of the date first written above.



	 	 	 	 	 	 	 
	THE COMPANY:	 	THE SHAREHOLDERS:
	 
	 	 	 	 	 	 
	VIRNETX HOLDING CORPORATION	 	JHW Fund, LLC 
	 	 	 	 	 
	 	 	 	 	(Name of Shareholder)
	 
	 	 	 	 	 	 
	By:

	 	 
	 	By:
	 	/s/ Justin Yorke 
	 

	 	 
	 	 	 	 
	 

	 	Kendall Larsen
	 	 	 	(Signature)
	 

	 	Chief Executive Officer	 	 	 	 
	 

	 	and President	 	 	 	 
	 

	 	 	 	Name:
	 	Justin Yorke 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Manager 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Address:	 	Address:
	5615 Scotts Valley Drive, Suite 110	 	4 Richland Pl 
	 	 	 	 	 
	Scotts Valley, CA 95066	 	Pasadena, CA  91103 
	 	 	 	 	 
	Fax: (831) 438-8700	 	Fax: (626) 792-9437	 	 
	 

	 	 	 	 	 	 






3











 





     The parties hereto have executed this Voting Agreement as of the date first written above.



	 	 	 	 	 	 	 
	THE COMPANY:	 	THE SHAREHOLDERS:
	 
	 	 	 	 	 	 
	VIRNETX HOLDING CORPORATION	 	John P. McGrain 
	 	 	 	 	 
	 	 	 	 	(Name of Shareholder)
	 
	 	 	 	 	 	 
	By:

	 	 
	 	By:
	 	/s/ John P. McGrain 
	 

	 	 
	 	 	 	 
	 

	 	Kendall Larsen
	 	 	 	(Signature)
	 

	 	Chief Executive Officer	 	 	 	 
	 

	 	and President	 	 	 	 
	 

	 	 	 	Name:
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Address:	 	Address:
	5615 Scotts Valley Drive, Suite 110	 	4 Richland Pl. 
	 	 	 	 	 
	Scotts Valley, CA 95066	 	Pasadena, Ca 91103 	 	 
	 	 	 	 	 
	Fax: (831) 438-8700	 	Fax:	 	626-304-9037 
	 

	 	 	 	 	 	 






3











 





     The parties hereto have executed this Voting Agreement as of the date first written above.



	 	 	 	 	 	 	 
	THE COMPANY:	 	THE SHAREHOLDERS:
	 
	 	 	 	 	 	 
	VIRNETX HOLDING CORPORATION	 	 
	 	 	 	 	 
	 	 	 	 	(Name of Shareholder)
	 
	 	 	 	 	 	 
	By:

	 	 
	 	By:
	 	/s/ John P. McGrain 
	 

	 	 
	 	 	 	 
	 

	 	Kendall Larsen
	 	 	 	(Signature)
	 

	 	Chief Executive Officer	 	 	 	 
	 

	 	and President	 	 	 	 
	 

	 	 	 	Name:
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Address:	 	Address:
	5615 Scotts Valley Drive, Suite 110	 	4 Richland Place 
	 	 	 	 	 
	Scotts Valley, CA 95066	 	Pasadena CA 91105 	 	 
	 	 	 	 	 
	Fax: (831) 438-8700	 	Fax:	 	(626) 792-9437 
	 

	 	 	 	 	 	 






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     The parties hereto have executed this Voting Agreement as of the date first written above.



	 	 	 	 	 	 	 
	THE COMPANY:	 	THE SHAREHOLDERS:
	 
	 	 	 	 	 	 
	VIRNETX HOLDING CORPORATION	 	John P. McGrain
SEP-IRA 
	 	 	 	 	 
	 	 	 	 	(Name of Shareholder)
	 
	 	 	 	 	 	 
	By:

	 	 
	 	By:
	 	/s/ John P. McGrain 
	 

	 	 
	 	 	 	 
	 

	 	Kendall Larsen
	 	 	 	(Signature)
	 

	 	Chief Executive Officer	 	 	 	 
	 

	 	and President	 	 	 	 
	 

	 	 	 	Name:
	 	John P. McGrain 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Trustee 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Address:	 	Address:
	5615 Scotts Valley Drive, Suite 110	 	4 Richland PL 
	 	 	 	 	 
	Scotts Valley, CA 95066	 	Pasadena, CA 91103 	 	 
	 	 	 	 	 
	Fax: (831) 438-8700	 	Fax:	 	626-304-9037 
	 

	 	 	 	 	 	 






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     The parties hereto have executed this Voting Agreement as of the date first written above.



	 	 	 	 	 	 	 
	THE COMPANY:	 	THE SHAREHOLDERS:
	 
	 	 	 	 	 	 
	VIRNETX HOLDING CORPORATION	 	John P. McGrain 401K
	 	 	 	 	 
	 	 	 	 	(Name of Shareholder)
	 
	 	 	 	 	 	 
	By:

	 	 
	 	By:
	 	/s/ John P. McGrain
	 

	 	 
	 	 	 	 
	 

	 	Kendall Larsen
	 	 	 	(Signature)
	 

	 	Chief Executive Officer	 	 	 	 
	 

	 	and President	 	 	 	 
	 

	 	 	 	Name:
	 	John P. McGrain
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Trustee
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Address:	 	Address:
	5615 Scotts Valley Drive, Suite 110	 	4 Richland Pl
	 	 	 	 	 
	Scotts Valley, CA 95066	 	Pasadena, CA 91103
	 	 	 	 	 
	Fax: (831) 438-8700	 	Fax:	 	626-304-9037
	 

	 	 	 	 	 	 






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     The parties hereto have executed this Voting Agreement as of the date first written above.



	 	 	 	 	 	 	 
	THE COMPANY:	 	THE SHAREHOLDERS:
	 
	 	 	 	 	 	 
	VIRNETX HOLDING CORPORATION	 	The West Hampton
Special Situations Fund LLC
	 	 	 	 	 
	 	 	 	 	(Name of Shareholder)
	 
	 	 	 	 	 	 
	By:

	 	 
	 	By:
	 	 /s/ Charles Kirby 
	 

	 	 
	 	 	 	 
	 

	 	Kendall Larsen
	 	 	 	(Signature)
	 

	 	Chief Executive Officer	 	 	 	 
	 

	 	and President	 	 	 	 
	 

	 	 	 	Name:
	 	Charles Kirby
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Fund Manager
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Address:	 	Address:
	5615 Scotts Valley Drive, Suite 110	 	P.O. Box 3087
	 	 	 	 	 
	Scotts Valley, CA 95066	 	Greenwood Village, CO 80111
	 	 	 	 	 
	Fax: (831) 438-8700	 	Fax:	 	(303) 222-1201
	 

	 	 	 	 	 	 






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     The parties hereto have executed this Voting Agreement as of the date first written above.



	 	 	 	 	 	 	 
	THE COMPANY:	 	THE SHAREHOLDERS:
	 
	 	 	 	 	 	 
	VIRNETX HOLDING CORPORATION	 	The Kirby Enterprise
Fund LLC
	 	 	 	 	 
	 	 	 	 	(Name of Shareholder)
	 
	 	 	 	 	 	 
	By:

	 	 
	 	By:
	 	/s/ Charles Kirby
	 

	 	 
	 	 	 	 
	 

	 	Kendall Larsen
	 	 	 	(Signature)
	 

	 	Chief Executive Officer	 	 	 	 
	 

	 	and President	 	 	 	 
	 

	 	 	 	Name:
	 	Charles Kirby
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Fund Manager
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Address:	 	Address:
	5615 Scotts Valley Drive, Suite 110	 	P.O. Box 3087
	 	 	 	 	 
	Scotts Valley, CA 95066	 	Greenwood Village, CO 80111
	 	 	 	 	 
	Fax: (831) 438-8700	 	Fax:	 	(303) 222-1201
	 

	 	 	 	 	 	 






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     The parties hereto have executed this Voting Agreement as of the date first written above.



	 	 	 	 	 	 	 
	THE COMPANY:	 	THE SHAREHOLDERS:
	 
	 	 	 	 	 	 
	VIRNETX HOLDING CORPORATION	 	Kearney Properties LLC 
	 	 	 	 	 
	 	 	 	 	(Name of Shareholder)
	 
	 	 	 	 	 	 
	By:

	 	 
	 	By:
	 	/s/ Charles Kirby
	 

	 	 
	 	 	 	 
	 

	 	Kendall Larsen
	 	 	 	(Signature)
	 

	 	Chief Executive Officer	 	 	 	 
	 

	 	and President	 	 	 	 
	 

	 	 	 	Name:
	 	Charles Kirby
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Managing Partner
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Address:	 	Address:
	5615 Scotts Valley Drive, Suite 110	 	4656 S. Ogden St.
	 	 	 	 	 
	Scotts Valley, CA 95066	 	Cherry Hills Village, CO 80113
	 	 	 	 	 
	Fax: (831) 438-8700	 	Fax:	 	(303) 222-1201
	 

	 	 	 	 	 	 






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     The parties hereto have executed this Voting Agreement as of the date first written above.



	 	 	 	 	 	 	 
	THE COMPANY:	 	THE SHAREHOLDERS:
	 
	 	 	 	 	 	 
	VIRNETX HOLDING CORPORATION	 	Kearney Holdings LLC
	 	 	 	 	 
	 	 	 	 	(Name of Shareholder)
	 
	 	 	 	 	 	 
	By:

	 	 
	 	By:
	 	/s/ Charles Kirby
	 

	 	 
	 	 	 	 
	 

	 	Kendall Larsen
	 	 	 	(Signature)
	 

	 	Chief Executive Officer	 	 	 	 
	 

	 	and President	 	 	 	 
	 

	 	 	 	Name:
	 	Charles Kirby
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Managing Partner
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Address:	 	Address:
	5615 Scotts Valley Drive, Suite 110	 	4656 S. Odgen St.
	 	 	 	 	 
	Scotts Valley, CA 95066	 	Cherry Hills Village,
CO 80113

	 	 	 	 	 
	Fax: (831) 438-8700	 	Fax:	 	(303) 222-1201
	 

	 	 	 	 	 	 






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     The parties hereto have executed this Voting Agreement as of the date first written above.



	 	 	 	 	 	 	 
	THE COMPANY:	 	THE SHAREHOLDERS:
	 
	 	 	 	 	 	 
	VIRNETX HOLDING CORPORATION	 	Charles Kirby-Roth IRA
	 	 	 	 	 
	 	 	 	 	(Name of Shareholder)
	 
	 	 	 	 	 	 
	By:

	 	 
	 	By:
	 	/s/ Charles Kirby
	 

	 	 
	 	 	 	 
	 

	 	Kendall Larsen
	 	 	 	(Signature)
	 

	 	Chief Executive Officer	 	 	 	 
	 

	 	and President	 	 	 	 
	 

	 	 	 	Name:
	 	Charles Kirby
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Address:	 	Address:
	5615 Scotts Valley Drive, Suite 110	 	4656 S. Ogden St.
	 	 	 	 	 
	Scotts Valley, CA 95066	 	Cherry Hills, CO 80113
	 	 	 	 	 
	Fax: (831) 438-8700	 	Fax:	 	(303) 222-1201
	 

	 	 	 	 	 	 






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