X0306 4 2019-06-05 0 0000855612 ZIX CORP ZIXI 0001767951 ZEPHYR HOLDCO, LLC FOUR EMBARCADERO CENTER, SUITE 2350 SAN FRANCISCO CA 94111 1 0 1 0 0001645139 True Wind Capital, L.P. C/O TRUE WIND CAPITAL FOUR EMBARCADERO CENTER, SUITE 2350 SAN FRANCISCO CA 94111 1 0 1 0 0001727753 True Wind Capital GP, LLC C/O TRUE WIND CAPITAL FOUR EMBARCADERO CENTER, SUITE 2350 SAN FRANCISCO CA 94111 1 0 1 0 0001205970 GREENE JAMES H JR C/O TRUE WIND CAPITAL FOUR EMBARCADERO CENTER, SUITE 2350 SAN FRANCISCO CA 94111 1 0 1 0 0001192808 CLAMMER ADAM C/O TRUE WIND CAPITAL FOUR EMBARCADERO CENTER, SUITE 2350 SAN FRANCISCO CA 94111 1 0 1 0 Series B Convertible Preferred Stock 2019-06-05 4 M 0 35086 D 0 D Series A Convertible Preferred Stock 6.02 2019-06-05 4 M 0 35292 A Common Stock 17043229 100206 D Following Issuer's receipt of shareholder approval on June 5, 2019, on June 6, 2019 each share of Series B Convertible Preferred Stock, par value $1.00 per share (the "Series B Preferred Stock") automatically converted into the number of shares of Series A Preferred Stock (defined below) equal to the liquidation preference (equal to the stated value (initially $1,000 per share, subject to increase in the event cash dividends due on such Series B Preferred Stock were not paid in respect of any dividend payment period) plus accrued but unpaid dividends) of such share of Series B Preferred Stock divided by the Accreted Value (defined below) of a share of Series A Convertible Preferred Stock, par value $1.00 per share (the "Series A Preferred Stock") on the date of conversion plus cash in lieu of fractional shares. (Continued from Footnote 1) As a result of the shareholder approval, the 35,086 shares of Series B Preferred Stock beneficially owned by the Reporting Persons converted into 35,292 shares of Series A Preferred Stock. Represents securities held by Zephyr Holdco, LLC. True Wind Capital, L.P. is the managing member of Zephyr Holdco, LLC and has voting and investment discretion with respect to the securities held of record by Zephyr Holdco, LLC. Adam Clammer and James H. Greene, Jr. are the managing members of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. Mr. Greene, along with Mr. Brandon Van Buren, a principal at True Wind Capital, serve as members of the board of directors of the Issuer, and as a result, each of the Reporting Persons may be deemed a director by deputization of the Issuer. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The conversion rate of 166.11 per $1,000 Accreted Value is equivalent to a conversion price of approximately $6.02 per share of Common Stock of the Issuer (the "Common Stock"). Series A Preferred Stock is convertible by the holder at any time into shares of Common Stock. The Issuer is required to redeem the Series A Preferred Stock upon a change in control (defined in the Series A certificate of designations) and may optionally redeem the Series A Preferred Stock at any time after February 20, 2023. The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless converted into Common Stock or repurchased or redeemed by the Issuer. Represents shares of Common Stock currently issuable upon conversion of 100,206 shares of Series A Preferred Stock, which initially has a Stated Value of $1,000 per share, which accretes at a fixed rate of 8.0% per annum, compounded quarterly (the "Accreted Value"). Each share of Series A Preferred Stock is convertible into (i) shares of Common Stock equal to the product of (A) the Accreted Value with respect to such share on the conversion date multiplied by (B) the Conversion Rate as of the applicable conversion date divided by (C) 1,000 plus (ii) cash in lieu of fractional shares. The initial Conversion Rate is equal to 166.11 shares, subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the Series A Certificate of Designations. /s/ James H. Greene, Jr., as managing member of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P., the manager of Zephyr Holdco, LLC 2019-06-07 s/ James H. Greene, Jr., as managing member of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. 2019-06-07 /s/ James H. Greene, Jr., as managing member of True Wind Capital GP, LLC 2019-06-07 /s/ James H. Greene, Jr. 2019-06-07 /s/ Adam Clammer 2019-06-07