0000891618-09-000007 Sample Contracts

UNDERWRITER’S WARRANT AGREEMENT
Underwriter’s Warrant Agreement • January 16th, 2009 • VirnetX Holding Corp • Patent owners & lessors • New York

Underwriter’s Warrant Agreement (the “Agreement”), dated as of January ___, 2009, between VirnetX Holding Corporation (the “Company”) and Gilford Securities Incorporated (the “Underwriter”).

WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • January 16th, 2009 • VirnetX Holding Corp • Patent owners & lessors • New York

WARRANT AGENCY AGREEMENT (the “Agreement”) dated as of ___, 2009, by and between VirnetX Holding Corporation, a Delaware corporation, with offices at 5615 Scotts Valley Drive, Suite 110, Scotts Valley, California, 95066 (the “Company”), and Corporate Stock Transfer, Inc. a Colorado corporation, with offices at 3200 Cherry Creek South Drive, Suite 430, Denver, Colorado 80209 (“CST” or the “Warrant Agent”).

3,000,000 Shares and Warrants to Purchase 4,500,000 Shares VIRNETX HOLDING CORPORATION Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 16th, 2009 • VirnetX Holding Corp • Patent owners & lessors • New York

In connection with a public offering (the “Offering”) of common stock, $0.0001 par value per share (“Common Stock”), and associated warrants to purchase Common Stock, of VirnetX Holding Corporation, a Delaware corporation (the “Company”), the Company proposes to issue and sell to Gilford Securities Incorporated (the “Underwriter” or “you”) pursuant to this Underwriting Agreement (the “Agreement”) (a) 3,000,000 shares of Common Stock (the “Primary Offering Shares”) and (b) associated warrants to purchase an aggregate of 4,500,000 shares of Common Stock, comprising, for each Primary Offering Share offered, (i) one warrant to purchase 0.5 shares of Common Stock at an exercise price of $2.00 per share, (ii) one warrant to purchase 0.5 shares of Common Stock at an exercise price of $3.00 per share and (iii) one warrant to purchase 0.5 shares of Common Stock at an exercise price of $4.00 per share (the associated warrants collectively, the “Primary Offering Warrants”, and, together with the