13D Filing: True Wind Capital, L.p. and Zix Corp (NASDAQ:ZIXI)

Registration Rights Agreement

On the Closing Date, Zix entered into a Registration Rights Agreement with Zephyr Holdco. Pursuant to the Registration Rights Agreement, the Company is
required to prepare and file within 120 days after the Closing Date a registration statement with the Securities and Exchange Commission (the SEC) covering the sale or distribution by True Wind of True Winds Preferred Stock
and Common Stock. True Wind may request that the Company launch up to four underwritten offerings within a year, subject to certain limitations, including that the anticipated gross proceeds of each such underwritten offering must be equal to or
greater than $10,000,000. In the event that the Company proposes to file a registration statement with the SEC, under certain circumstances, True Wind will be entitled to certain piggyback registration rights allowing True Wind to
include its shares in such registration, subject to certain marketing and other limitations. The Company will pay the expenses of one counsel for True Wind and one counsel for all other stockholders party to the Registration Rights Agreement. True
Winds rights pursuant to the Registration Rights Agreement will terminate upon the date on which True Wind no longer holds any registrable securities covered thereby.

The foregoing descriptions of the Series A Certificate of Designations, Series B Certificate of Designations Investment Agreement and Registration Rights
Agreement are each qualified in their entirety by reference to the Series A Certificate of Designations, Series B Certificate of Designations, Investment Agreement and Registration Rights Agreement which are filed as Exhibits B, C, D, and E,
respectively, to this Schedule 13D and incorporated by reference herein.