exv4w2



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Exhibit 4.2

Execution Copy









 




 




AMENDMENT NO. 2




 




 




dated as of December 9, 2005




 




by and between




ZIX CORPORATION




 




and




AMULET LIMITED




 




 




Relating to




AMENDED AND RESTATED




CONVERTIBLE NOTE DUE 2005-2008




and




AMENDED AND RESTATED




COMMON STOCK PURCHASE WARRANT




 




 








 









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ZIX CORPORATION




AMENDMENT NO. 2




Relating to




AMENDED AND RESTATED




CONVERTIBLE NOTE DUE 2005-2008




and




AMENDED AND RESTATED




COMMON STOCK PURCHASE WARRANT




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	 	 	Page	 
	1.Definitions
	 	 	1	 
	 
	 	 	 	 
	2. Amendments and Confirmation
	 	 	1	 
	2.1 Section 2(c)(2) of the Note
	 	 	1	 
	2.2 Confirmations Regarding Registration Rights Agreement
	 	 	2	 
	2.3 Concerning the Purchase Agreement, the Security Agreement and the Warrants
	 	 	3	 
	 
	 	 	 	 
	3. Representations, Warranties, Etc. of the Company
	 	 	4	 
	3.1 Affirmation of Certain Representations and Warranties, Etc
	 	 	4	 
	3.2 Authorization
	 	 	5	 
	 
	 	 	 	 
	4. Representations and Warranties of the Purchaser
	 	 	5	 
	4.1  Authorization
	 	 	5	 
	 
	 	 	 	 
	5. Effect of Amendments and Confirmations
	 	 	6	 
	 
	 	 	 	 
	6. Certain Covenants of the Company and the Purchaser
	 	 	6	 
	6.1  Press Releases
	 	 	6	 
	6.2  No Conflicting Agreements
	 	 	6	 
	6.3  Form 8-K
	 	 	6	 
	6.4  Waiver
	 	 	7	 
	6.5  Manner of Sale of Certain Amendment Underlying Shares
	 	 	7	 






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	6.6  Prospectus Supplement
	 	 	8	 
	6.7  Holding Period
	 	 	8	 
	 
	 	 	 	 
	7. Miscellaneous
	 	 	8	 
	
7.1 Successors and Assigns
	 	 	8	 
	7.2 Counterparts
	 	 	8	 
	7.3 Titles and Subtitles
	 	 	8	 
	7.4 Notices
	 	 	9	 
	7.5 Expenses
	 	 	9	 
	7.6 Amendments and Waivers
	 	 	9	 
	7.7 Severability
	 	 	9	 
	7.8 Entire Agreement
	 	 	9	 
	7.9 Further Assurances
	 	 	9	 
	7.10 Applicable Law
	 	 	9	 
	7.11 Remedies
	 	 	9	 
	7.12 Jurisdiction
	 	 	10	 
	7.13 Survival
	 	 	10	 
	7.14 Construction; Purchaser Status
	 	 	10	 










	 	 	 
	Schedule 3.1

	 	Information Related to Section 3.4 of Amendment No. 1
	Exhibit A

	 	Share Redemption Notice
	Exhibit B

	 	Share Redemption Notice







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AMENDMENT NO. 2 




     THIS AMENDMENT NO. 2, dated as of December 8, 2005 (this “Agreement”), by and between ZIX
CORPORATION, a Texas corporation (the “Company”), and AMULET LIMITED, a Cayman Islands exempt
company (the “Purchaser”), amends the AMENDED AND RESTATED CONVERTIBLE NOTE DUE 2005-2008 in the
original principal amount of $10,000,000 issued by the Company (the “Note”), the AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT, (the “Registration Rights Agreement”) and the PURCHASE
AGREEMENT (such capitalized term and all other capitalized terms used herein having the respective
meanings provided herein).



W I T N E S S E T H:




     WHEREAS, the Company and the Purchaser have previously executed and delivered, one to the
other, the Purchase Agreement and the Registration Rights Agreement, and the Company has issued the
Note to the Purchaser;



     WHEREAS, the Company and the Purchaser wish to amend certain terms of the Note and to confirm
the meaning of certain provisions of the Registration Rights Agreement, upon the terms and subject
to the conditions of this Agreement;



     NOW THEREFORE, in consideration of the premises and the mutual covenants made herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:







     1. Definitions.



     1.1 As used in this Agreement, the terms “Agreement”, “Company”, “Note”, “Registration Rights
Agreement” and “Purchaser” shall have the respective meanings assigned to such terms in the
introductory paragraph of this Agreement.



     1.2 Capitalized terms used in this Agreement and not defined in this Agreement shall have the
respective meanings provided in the Note or if not defined in the Note, as defined in the
Registration Rights Agreement and if not defined in the Note or the Registration Rights Agreement,
as defined in the Purchase Agreement.




 









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     1.3 All the agreements or instruments herein defined shall mean such agreements or instruments as
the same may from time to time be supplemented or amended or the terms thereof waived or modified
to the extent permitted by, and in accordance with, the terms thereof and of this Agreement.



     1.4 The following terms shall have the following meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):



     “Amendment No. 1” means Amendment No. 1 to Purchase Agreement, dated as of April 13, 2005, by
and between the Company and the Purchaser.



     “Amendment Underlying Shares” means any shares of Common Stock issued upon a Share Redemption
of the Note pursuant to the terms of the Note that are added by this Agreement.



     “Effective Time” means the date on which and time at which the Company and the Purchaser
execute and deliver this Agreement, one to the other.



     “First Registration Statement” means the Company’s Registration Statement on Form S-3,
Registration No. 333-120548, ordered effective by the SEC on February 3, 2005.



     “Holder” shall have the meaning provided in the Registration Rights Agreement.



     “Other Agreement” means the Amendment No. 2, dated as of the date hereof, between the Company
and the holder of the Other Note relating to, among other things, amendment of the Other Note.



     “Purchase Agreement” means the Purchase Agreement, dated as of November 1, 2004, by and
between the Company and the Purchaser, as amended by Amendment No. 1.



     “Second Registration Statement” means the Company’s Registration Statement on Form S-3,
Registration No. 333-124318, ordered effective by the SEC on July 20, 2005.







     2. Amendments and Confirmation. The following amendments in Section 2.1 shall become effective at
the Effective Time.







     2.1 Partial Redemption of the Note. As contemplated by Section 2(d)(2) of the Note, on or before
December 9, 2005, the Company shall redeem the



 









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remaining $1,950,687.00 outstanding principal amount
of the principal installment of the Note scheduled to be due on November 2, 2008. The Redemption
shall be effected in two tranches and the Share Redemption Notices for each such redemption are
attached hereto as Exhibit A and Exhibit B. Notwithstanding the period specified in the Note for
the giving of Redemption Notices, the Purchaser agrees to accept the Share Redemption Notices
attached hereto. Solely for purposes of permitting the Company to give the attached Share
Redemption Notices, and not for purposes of otherwise relieving the Company of its obligation to
comply, or the Purchaser’s rights under, the following provisions of the Note, the Purchaser hereby
also waives the following additional requirements related to such redemption:




     (a) Section 2(c)(1)(C) of the Note regarding the availability of the Registration Statement
for use by the Purchaser; and



     (b) Section (3)(o)(2) of the Note as to reporting the Share Redemptioncompleted on December 1,
2005 so long as the Company reports the information specified in such Section 3(o)(2) in the
Current Report on Form 8-K filed by the Company as required by Section 6.3.







     2.2 Confirmations Regarding Registration Rights Agreement. The Company acknowledges and agrees,
for the benefit of the Purchaser and its transferee or transferees under the Registration Rights
Agreement, that in case the Purchaser transfers Registrable Securities to a Holder in a transaction
not covered by a Registration Statement and in accordance with Section 7(c) of the Registration
Rights Agreement the Purchaser assigns rights under the Registration Rights Agreement to such
Holder and such Holder agrees in writing to be bound by the Registration Rights Agreement,



     (a) such Registrable Securities shall be Additional Registrable Securities for purposes of the
Registration Rights Agreement, and such Holder shall be entitled to registration rights with
respect to such Registrable Securities pursuant to Section 2(a)(ii) of the Registration Rights
Agreement; and



     (b) in case the Purchaser so assigns its rights in part, notwithstanding that such Holder
agrees in writing to be bound by the Registration Rights Agreement, thereafter for all purposes the
Purchaser and such Holder shall be deemed to be parties to two separate Registration Rights
Agreements with the Company, which shall mean, among other things, that any consent under or waiver
or amendment of one of such Registration Rights Agreements may be made by the Company and the
holder of Registrable Securities party to such Registration Rights Agreement without the holder of
Registrable Securities party to such other Registration Rights Agreement having any rights in
respect of such consent, waiver or amendment relating to the first such Registration Rights
Agreement.



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     2.3 Concerning the Purchase Agreement, the Security Agreement and the Warrants. On November 23,
2005 the Company gave the Purchaser a Maximum Share Amount Notice. Notwithstanding the provisions
of Section 6.16 of the Purchase Agreement and the provisions of the Security Agreement, the Company
and the Purchaser agree as follows:



     (a) The Company shall seek, and use its best efforts to obtain, the Stockholder Approval by
May 1, 2006, rather than by the date that is 60 days after the Maximum Share Amount Notice Date for
such Maximum Share Amount Notice.



     (b) The Purchaser’s right to require redemption of the Note during the 30-day period otherwise
provided for in Section 6.16(b)(2) of the Purchase Agreement in respect of such Maximum Share
Amount Notice shall be tolled until the earlier of (1) May 1, 2006 and (2) the date on which the
stockholder meeting is held (the “Redemption Right Date”), with the result that the Purchaser’s
right to require redemption of the Note pursuant to Section 6.16(b)(3) of the Purchase Agreement
shall be a right to require such redemption, whether or not the Company obtains Stockholder
Approval, and such right may be exercised commencing on the Redemption Right Date.



     (c) Notwithstanding Section 15(c)(6) of the Security Agreement, upon the later of (x) December
30, 2005 and (y) the date on which the Company has by Share Redemption or cash redemption reduced
the aggregate outstanding principal amount of the Notes to $10,000,000 or less, the Company shall
be entitled to release of all cash Collateral in excess of $7,936,405.20 upon the Company’s request
therefor in accordance with Section 15(c) of the Security Agreement and satisfaction of the other
requirements of Section 15(c) of the Security Agreement. Thereafter, until such time as no Maximum
Share Amount Deficiency exists, if the aggregate outstanding principal amount of the Notes is
reduced below $10,000,000 the Company shall be entitled, upon its request and the satisfaction of
the requirements of Section 15(c) of the Security Agreement other than Section 15(c)(6) of the
Security Agreement, to release of cash Collateral in excess of the lesser of (x) $7,936,405.20 and
(y) the aggregate outstanding principal amount of the Notes. If no Maximum Share Amount Deficiency
exists, then the provisions of Section 15(c) of the Security Agreement, without regard to the
foregoing provisions of this Section 2.3(c), shall once again be in effect. The Purchaser hereby
consents to the release of $2,063,594.80 of Collateral pursuant to Section 15(e) of the Security
Agreement in order to allow the payment of the cash portion of redemption consideration on the
Other Note.



     (d) Notwithstanding Section 15(c)(6) of the Security Agreement, until the earlier of (x) the
date no Maximum Share Amount Deficiency exists and (y) April 30, 2006, the Company shall be
entitled, upon its request and the satisfaction of the requirements of Section 15(c) of the
Security Agreement other than Section



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15(c)(6) of the Security Agreement, to release of cash
Collateral equal to the funds held in the Collateral Account attributable to interest on the cash
Collateral otherwise required to be maintained and held pursuant to the Security Agreement. If no
Maximum Share Amount Deficiency exists, then the Company’s right to release of cash Collateral
consisting of interest earned on the cash Collateral in the Collateral Account shall revert to the
provisions of Section 15(c) of the Security Agreement, without regard to this Section 2.3(e).




     (e) The Company represents and warrants that Rodman & Renshaw has amended its agreement with
the Company such that the portion of the Maximum Share Amount previously allocated to the warrants
to purchase 166,667 shares of Common Stock issued to Rodman & Renshaw is now available for the
issuance of shares upon conversion of the Note and the Other Note and exercise of the Warrants, the
Redemption Warrants and the warrants issued or issuable by the Company in connection with the Other
Note.



     (f) As provided in Section 8(f) of the Warrant, the redemption of the Note provided for in
Section 2.1 of this Agreement shall be treated as a Share Redemption but in lieu of the number of
shares of Common Stock determined under Section 8(f) of the Warrant that would be repriced by
reason thereof, the Purchase Price under and as defined in the Warrant shall be reduced to $1.44 for 98,277 shares
of Common Stock issuable upon exercise of the Warrant.







     3. Representations, Warranties, Etc. of the Company.







     3.1 Affirmation of Certain Representations and Warranties, Etc. The Company hereby affirms to the
Purchaser that all of the representations and warranties to, and covenants and agreements of, the
Company set forth in Section 3 of Amendment No. 1 (other than (1) the representations, warranties,
covenants and agreements set forth in Section 3.5 regarding the Form D, which the Company will not
be filing with regard to the transactions contemplated by this Agreement, and regarding the
Company’s registration obligations, as to which certain additional shares of Common Stock have
previously been registered on the Second Registration Statement, and (2) Section 3.18 of Amendment
No. 1) are true and correct, and are hereby made, as if given and made at the date hereof and as if
each reference therein, directly or indirectly, to (1) the “Amended Note” (as defined in Amendment
No. 1) were a reference to the Note as amended by this Agreement, (2) the “Amendment Transaction
Documents” (as defined in Amendment No. 1) included a reference to this Agreement and (3) the
“Agreement” (as defined in Amendment No. 1) were a reference to this Agreement; provided, however,
that the share numbers in the representations and warranties set forth in Section 3.4 of Amendment
No. 1 are as set forth in Schedule 3.1 hereto.



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     3.2 Authorization. The Company has full corporate power and authority and has taken all requisite
action on the part of the Company, its officers, directors and stockholders necessary for (i) the
authorization, execution and delivery of this Agreement, (ii) authorization of the performance of
all obligations of the Company under this Agreement, and (iii) the authorization, issuance (or
reservation for issuance) and delivery of the shares of Common Stock that may be issued or
delivered upon conversion or redemption of, or in lieu of cash payment of interest on, the Note, as
amended hereby, other than approval by the stockholders of the Company of issuance of shares of
Common Stock in excess of the number permitted by Rule 4350(i) of Nasdaq to the extent such rule
requires such approval. This Agreement, when executed and delivered by the Company, will
constitute the legal, valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and
similar laws of general applicability, relating to or affecting creditors’ rights generally.



     3.3 Board Resolutions. Contemporaneous with the execution and delivery of this Agreement, the
Company delivered to the Purchaser a certificate, dated the date of this Agreement, of the
Secretary of the Company certifying (A) that there has been no change in the Articles of
Incorporation or By-Laws of the Company from the copies thereof certified to the Purchaser at the
closing under Amendment No. 1 and (B) all resolutions of the Board of Directors (and committees
thereof) of the Company relating to this Agreement and the transactions contemplated hereby, and
such certificate is true, complete and correct.



     3.4 Concerning Registration. Upon the filing by the Company with the SEC of a Current Report on
Form 8-K in accordance with Section 6.3, the First Registration Statement and the Second
Registration Statement will be available for use by the Purchaser for the resale of the “Underlying
Shares” and “Warrant Shares,” as such terms are defined in the Purchase Agreement, covered by such
Registration Statements, subject to the terms of the Registration Rights Agreement.







     4. Representations and Warranties of the Purchaser.The Purchaser hereby represents and warrants to
the Company that:







     4.1 Authorization. The Purchaser has full corporate power and authority and has taken all
requisite action on the part of the Purchaser, its partners, officers, directors and stockholders
necessary for (i) the authorization, execution and delivery of this Agreement and (ii)
authorization of the performance of all obligations of the Purchaser under this Agreement. This
Agreement, when executed and delivered by the Purchaser, will constitute the legal, valid and
binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its
terms, subject to bankruptcy, insolvency, reorganization, moratorium and



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similar laws of general
applicability, relating to or affecting creditors’ rights generally.








     5. Effect of Amendments and Confirmations.



     5.1 From and after the Effective Time, the rights and obligations of the Company and the Purchaser
under the Transaction Documents and all other agreements, documents and
instruments contemplated hereby and thereby shall apply with full force and effect to the Note, the
Purchase Agreement and the Security Agreement as amended by this Agreement, and the Registration
Rights Agreement, as the meaning thereof is confirmed by this Agreement, and each reference to the
Note, the Purchase Agreement, the Security Agreement or the Registration Rights Agreement in the
Transaction Documents shall be deemed to be a reference to the Note, the Purchase Agreement, the
Security Agreement or the Registration Rights Agreement, as the case may be, as amended by or the
meaning thereof confirm by this Agreement. From and after the Effective Time, each reference in
the Transaction Documents to (1) the Transaction Documents shall be deemed to include a reference
to this Agreement and (2) the Other Note shall be deemed a reference to the Other Note as amended
by the Other Agreement.



     5.2 Except as expressly amended by this Agreement, the Transaction Documents shall remain in full
force and effect in accordance with their respective terms.







     6. Certain Covenants of the Company and the Purchaser.







     6.1 Press Releases. Any press release or other publicity concerning this Agreement or the
transactions contemplated by this Agreement shall be submitted to the Purchaser for comment at
least two Business Days prior to issuance, unless the release is required to be issued within a
shorter period of time by law or pursuant to the rules of the Nasdaq or a national securities
exchange or the Purchaser consents to a shorter period. The Company does not currently plan to
make any such press release.







     6.2 No Conflicting Agreements. The Company will not take any action, enter into any agreement or
make any commitment that would conflict or interfere in any material respect with the obligations
to the Purchaser under this Agreement.







     6.3 Form 8-K. Within one Business Day after the Effective Time, the Company will publicly report
the transactions contemplated by this Agreement and the Other Agreement by filing with the SEC a
Current Report on Form 8-K under the 1934 Act which report shall describe the material terms and
include as



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exhibits to such report copies of the form of this Agreement and the Other Agreement.








     6.4 Waiver. Effective at the Effective Time, the Purchaser hereby waives its rights (1) under
Section 6.2 of the Purchase Agreement to the extent and only to the extent the same would prohibit
the amendment of the Other Note under the Other Agreement, (2) under Section 6.3 of the Purchase
Agreement to the extent and only to the extent the same would entitle the Purchaser to purchase any
amount of the securities to be issued by the Company pursuant to the Other Note as amended by the
Other Agreement and (3) under Section 2(c)(8) to the extent and only to the extent the same would
prohibit the amendment of the Other Note as provided in the Other Agreement and the share
redemption of the Other Note that the Company is making in accordance with the Other Agreement.







     6.5 Manner of Sale of Certain Amendment Underlying Shares.



     (a) The Purchaser agrees not to sell any Amendment Underlying Shares pursuant to the First
Registration Statement or the Second Registration Statement unless the Company and the Purchaser
agree, based on advice of legal counsel, that such Amendment Underlying Shares may be sold pursuant
to the First Registration Statement or the Second Registration Statement in accordance with the
1933 Act and the rules, regulations and practices of the SEC thereunder. The Purchaser
acknowledges that if any Amendment Underlying Shares are not covered by an effective registration
statement under the 1933 Act, the Purchaser may not transfer such Amendment Underlying Shares prior
to the date that is two years after the Issuance Date unless (1) the transferee is an “accredited
investor” (as defined in Regulation D under the 1933 Act) in a transaction not involving a public
offering or (2) such transfer is otherwise exempt from registration under the 1933 Act. Before any
such transfer by the Purchaser prior to the date that is two years after the Issuance Date, unless
such Amendment Underlying Shares are sold pursuant to Rule 144 under the 1933 Act, such transferee
shall have represented in writing to the Company that such transferee has requested and received
from the Company all information relating to the business, properties, operations, condition
(financial or other), results of operation or financial prospects of the Company and the
Subsidiaries deemed relevant by such transferee; that such transferee has been afforded the
opportunity to ask questions of the Company concerning the foregoing and has had the opportunity to
obtain and review the reports and other information concerning the Company which at the time of
such transfer have been filed by the Company with the SEC pursuant to the 1934 Act and are
incorporated by reference in the Company’s prospectus relating to the First Registration Statement
and the Second Registration Statement.



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     (b) The Purchaser agrees that in the case of any sale by it of Amendment Underlying Shares
prior to the date that is two years after the Issuance Date, the Purchaser will require its buyer
to agree in writing, expressly for the benefit of the Company, to the requirements of Section
6.5(a) and this Section 6.5(b) as if such buyer were the Purchaser.







     6.6 Prospectus Supplement. The Company shall prepare, and not later than one Business Day after
the date of the Effective Time file with the SEC pursuant to Rule 424 under the 1933 Act, a
prospectus supplement or amended prospectus for the prospectus forming part of the Registration
Statements that includes all information relating to this Agreement and the transactions
contemplated hereby that is required to be disclosed in such prospectus and which otherwise updates
the selling stockholder information in such prospectus that relates to the Purchaser. To the
extent permitted by the 1933 Act and the rules and regulations of the SEC thereunder, the inclusion
of such information and such updating may be made by the Company’s filing of a Current Report on
Form 8-K that is incorporated by reference in such prospectus.







     6.7 Holding Period. The Company acknowledges that, for purposes of determining the holding period
under Rule 144 under the 1933 Act for the Amendment Underlying Shares, the holding period of such
Amendment Underlying Shares shall be tacked to the holding period of the Note and, following a
transfer of any such Amendment Underlying Shares, if the Purchaser’s transferee is not an
“affiliate,” as defined in Rule 144 under the 1933 Act, of the Company, the Purchaser’s holding
period of such Amendment Underlying Shares shall be tacked to such transferee’s holding period of
such Amendment Underlying Shares. The Company agrees not to take a position contrary thereto
unless the SEC or its staff by rule or interpretation changes its rules and interpretations thereof
in effect on the date of this Agreement or such rules or interpretations are held invalid or
incorrect by a court of competent jurisdiction.







     7. Miscellaneous.







     7.1 Successors and Assigns. The provisions of Section 8.1 of the Purchase Agreement shall be
applicable to
this Agreement as if this Agreement were the “Agreement” referred to in Section 8.1 of the Purchase
Agreement.







     7.2 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.







     7.3 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience
only and are not to be considered in construing or interpreting this Agreement.



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     7.4 Notices. Any notice required or permitted under this Agreement shall be given as provided in
the Purchase Agreement.







     7.5 Expenses. The Company shall pay its own costs and expenses in connection herewith and shall
pay or reimburse the Purchaser on demand, at the Effective Time and thereafter from time to time,
for the Purchaser’s legal and due diligence expenses incurred in connection herewith. The Company
shall pay all fees and expenses of any placement agents or advisers in connection with the
transactions contemplated by this Agreement pursuant to a separate agreement, if any, between such
parties.







     7.6 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any
term of this Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company and the Purchaser;
provided, however, that any such amendment or waiver effected in accordance with this paragraph
shall be binding upon the Purchaser’s successors in interest and the Company.







     7.7 Severability. If one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision shall be excluded from this Agreement and the balance of this
Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.







     7.8 Entire Agreement. This Agreement constitutes the entire agreement among the parties hereof
with respect to the subject matter hereof and thereof and supersede all prior agreements and
understandings, both oral and written, between the parties with respect to the subject matter
hereof and thereof.







     7.9 Further Assurances. The parties shall execute and deliver all such further instruments and
documents and take all such other actions as may reasonably be required to carry out the
transactions contemplated hereby and to evidence the fulfillment of the agreements herein
contained.







     7.10 Applicable Law. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York without regard to principles of conflicts of laws.







     7.11 Remedies.



     (a) The Purchaser shall be entitled to specific performance of the Company’s obligations under
this Agreement.



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     (b) The Company, on the one hand, and the Purchaser, on the other hand, shall indemnify the
other and hold it harmless from any loss, cost, expense or fees (including reasonable attorneys’
fees and expenses) arising out of any breach of any of its representations, warranties, covenants
or agreements in this Agreement, or arising out of the enforcement of this Section 9.11.







     7.12 Jurisdiction. The parties hereby agree that all actions or proceedings arising directly or
indirectly from or in connection with this Agreement shall be litigated only in the Supreme Court
of the State of New York or the United States District Court for the Southern District of New York
located in New York County, New York. The parties consent and submit to the jurisdiction and venue
of the foregoing courts and consent that any process or notice of motion or other application to
either of said courts or a judge thereof may be served inside or outside the State of New York or
the Southern District of New York (but with respect to any party hereto, such consent shall not be
deemed a general consent to jurisdiction and service for any third parties) by registered mail,
return receipt requested, directed to the party being served at its address provided in or pursuant
to this Agreement (and service so made shall be deemed complete three (3) days after the same has
been posted as aforesaid) or by personal service or in such other manner as may be permissible
under the rules of said courts. The Company hereby waives any right to a jury trial in connection
with any litigation pursuant to this Agreement.







     7.13 Survival. The respective representations, warranties, covenants and agreements of the Company
and the Purchaser contained in this Agreement and the documents
delivered in connection with this Agreement shall survive the execution and delivery of this
Agreement and the Effective Time, and shall remain in full force and effect regardless of any
investigation made by or on behalf of the Purchaser or any Person controlling or acting on behalf
of the Purchaser or by the Company or any Person controlling or acting on behalf of the Company.







     7.14 Construction; Purchaser Status. The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent, and no rules of strict construction
will be applied against any party. The Purchaser is not acting as part of a “group” (as that term
is used in Section 13(d) of the 1934 Act) in negotiating and entering into this Agreement. The
Company hereby confirms that it understands and agrees that the Purchaser is not acting as part of
any such group.



[Signature Page Follows]




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     IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement by their
respective officers or other representatives thereunto duly authorized as of the date first above
written.



	 	 	 	 	 
	 	ZIX CORPORATION

 	 
	 	By:  	/s/ Ronald A. Woessner
 	 
	 	 	Name:  	Ronald A. Woessner 	 
	 	 	Title:  	SVP 	 
	 



AMULET LIMITED



By: AMARANTH ADVISORS L.L.C., its Trading Advisor




	 	 	 	 	 
	 	 	 
	 	By:  	                                                       s/ Karl J. Wachter
 	 
	 	 	Name:  	Karl J. Wachter 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Amulet Limited

c/o Dundee Leeds Management Services

(Cayman) Ltd.

2nd Floor, Waterfront Centre

28 North Church Street

George Town, Grand Cayman

Grand Cayman Islands





     The Collateral Agent hereby agrees to the provisions of Section 2.3(c) and (d) of the
foregoing Agreement. By signing below the Collateral Agent does not otherwise become a party to
this Agreement.



	 	 	 	 	 
	 	LAW OFFICES OF BRIAN W PUSCH,
     as Collateral Agent

 	 
	 	By:  	/s/ Brian W. Pusch
 	 
	 	 	Brian W. Pusch 	 
	 	 	 	 
	 




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Schedule 3.1




(All data is of December 2, 2005)




    	 	 	 	 	 
	Issued Shares: 
	 	46,711,343 
	 	 
	Reserved for Issuance:
          
	 	14,112,566 
	 	 
















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Exhibit A




December 9, 2005




Ms. Susanne Clark

Amulet Limited

One American Lane

Greenwich, Connecticut 06831




     Re: Share Redemption Notice


Dear Ms. Clark:




     Pursuant
to Section 2(d)(2) and Section 2(c) of the Convertible Note Due 2005 - 2008 of Zix
Corporation, dated November 2, 2004, and issued by Zix Corporation (the “Company”), this Share
Redemption Notice is hereby given. The terms of the Share Redemption shall be as follows:




	 	(1)	 	The principal amount of the Convertible Note to be redeemed is $975,344.
	 
	 	(2)	 	There is no balance of the principal amount owing to be paid in cash by the
Company in accordance with the terms of the Convertible Note.
	 
	 	(3)	 	The principal installment to which this Share Redemption Notice applies is the
installment originally due November 2, 2008 (subsequently changed to December 31,
2005).
	 
	 	(4)	 	The number of shares of Common Stock issuable by the Company in satisfaction of
the Share Redemption Price in respect of the principal amount set forth above is
716,526.
	 
	 	(5)	 	The Share Redemption Date is December 9, 2005.
	 
	 	(6)	 	All of the conditions entitling the Company to call the Convertible Note for
redemption have been met, except for those conditions expressly not required to be met
by that certain Amendment No. 2 between you and the Company dated on or about the date
hereof and
except that, as previously advised to you, a Maximum Share Amount Deficiency has
occurred.




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     If you have any questions, please feel free to contact me at (214) 370-2097.



Yours truly,




Brad Almond

Vice President and Chief Financial Officer




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Exhibit B




December 9, 2005




Ms. Susanne Clark

Amulet Limited

One American Lane

Greenwich, Connecticut 06831




     Re: Contingent Share Redemption Notice


Dear Ms. Clark:




     Pursuant
to Section 2(d)(2) and Section 2(c) of the Convertible Note Due 2005 - 2008 of Zix
Corporation, dated November 2, 2004, and issued by Zix Corporation (the “Company”), this Contingent
Share Redemption Notice is hereby given. This Contingent Share Redemption Notice is contingent
upon you having sold the Common Stock shares issued to you pursuant to the Share Redemption Notice
previously delivered by the Company to you, dated of even date herewith. The terms of the
Contingent Share Redemption shall be as follows:




	 	(1)	 	The principal amount of the Convertible Note to be redeemed is $975,343.
	 
	 	(2)	 	There is no balance of the principal amount owing to be paid in cash by the
Company in accordance with the terms of the Convertible Note.
	 
	 	(3)	 	The principal installment to which this Contingent Share Redemption Notice
applies is the installment originally due November 2, 2008 (subsequently changed to
December 31, 2005).
	 
	 	(4)	 	The number of shares of Common Stock issuable by the Company in satisfaction of
the Share Redemption Price in respect of the principal amount set forth above is
716,526.
	 
	 	(5)	 	The Contingent Share Redemption Date is December 9, 2005.
	 
	 	(6)	 	All of the conditions entitling the Company to call the Convertible Note for
redemption have been met, except for those conditions expressly not required to
be met by Amendment No. 2 between you and the Company dated on or about the date
hereof and except that, as previously advised to you, a Maximum Share Amount
Deficiency has occurred.




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     If you have any questions, please feel free to contact me at (214) 370-2097.



Yours truly,




Brad Almond

Vice President and Chief Financial Officer





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