THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Zix Corporation (ZIXI)

5/5/2006 Proxy Information

Todd R. Spurr, the son of Richard D. Spurr, our Chairman, Chief Executive Officer and President, is employed as an Account Executive in our Sales Department. Todd Spurr’s compensation is comprised of a base salary and commissions.

4/15/2005 Proxy Information

Todd R. Spurr, the son of Richard D. Spurr, our Chief Executive Officer, President and Chief Operating Officer, is employed as an Account Executive in our Sales Department. Todd Spurr’s compensation is comprised of a base salary and commissions.

3/30/2004 Proxy Information

Antonio R. Sanchez III is the son of Antonio R. Sanchez, Jr.

On September 18, 2002, we closed two financing transactions pursuant to which we received $16,000,000 in gross cash proceeds. In the first transaction, we issued 819,886 shares of Series A Convertible Preferred Stock, par value $1.00 per share (the “Series A”); 1,304,815 shares of Series B Convertible Preferred Stock, par value $1.00 per share(the “Series B”); and warrants to purchase 709,528 shares of our common stock. Purchasers of the Series A and associated warrants included John A. Ryan, our Chairman and Chief Executive Officer; Antonio R. Sanchez, Jr., a former director, father of one of our current directors, and substantial stockholder of our company; SANTIG, Ltd., a family limited partnership for which Mr. Sanchez owns and controls the managing general partner, Sanchez Management Corporation; and the 1988 Spendthrift Trust, a family trust of which Mr. Sanchez is a beneficiary. Mr. Ryan purchased 189,205 shares of Series A and associated warrants to purchase an aggregate of 66,518 shares of our common stock. Mr. Sanchez purchased 126,136 shares of Series A and associated warrants to purchase an aggregate of 44,345 shares of our common stock. SANTIG, Ltd. purchased 252,273 shares of Series A and associated warrants to purchase an aggregate of 88,691 shares of our common stock. The 1988 Spendthrift Trust purchased 126,136 shares of Series A and associated warrants to purchase an aggregate of 44,345 shares of our common stock. Messrs. Ryan and Sanchez and the Sanchez limited partnership and family trust invested an aggregate of $2,750,000 in our company.

Purchasers of the Series B and associated warrants included George W. Haywood, a current 16.0% beneficial stockholder of our company, and an IRA for the benefit of Mr. Haywood. Mr. Haywood and the IRA for the benefit of Mr. Haywood purchased an aggregate of 947,708 shares of Series B and associated warrants to purchase an aggregate of 305,986 shares of common stock. Mr. Haywood and the IRA for the benefit of Mr. Haywood invested an aggregate of $3,450,000 in our company.

During 2003, shares of the Series A and the Series B were converted into shares of our common stock pursuant to the mandatory conversion provisions of the Series A and the Series B. Then, effective September 30, 2003, we elected to convert the remaining outstanding shares of our Series A and our Series B into shares of our common stock pursuant to the terms of the Series A and the Series B. The closing price of the common stock exceeded specified prices for the required number of days, thus permitting us to effect the conversion. During 2003, 189,205 and 504,545 Series A shares held by Messrs. Ryan and Sanchez, respectively, and related accrued dividends were converted into 196,119 and 522,982 shares of our common stock. Also, during 2003, 947,708 Series B shares held by Mr. Haywood and an IRA for the benefit of Mr. Haywood and related accrued dividends were converted into 969,745 shares of our common stock.

Finally, for the year 2003, we received payments of $1,345,000 in connection with a marketing agreement with Entrust, Inc. Mr. Ryan, our Chairman and Chief Executive Officer, was Chief Executive Officer of Entrust, Inc. when such agreement was executed. Mr. Almond, our Vice President of Investor Relations and Mergers and Acquisitions, was Vice President of Sales Operations of Entrust, Inc. when such agreement was executed and he holds a minority equity interest in Entrust, Inc. This agreement was terminated in 2003 by mutual agreement with Entrust, Inc.

3/25/2003 Proxy Information

On September 18, 2002, we closed two financing transactions pursuant to which we received $16,000,000 in gross cash proceeds. In the first transaction, we issued 819,886 shares of Series A Convertible Preferred Stock, par value $1.00 per share; and 1,304,815 shares of Series B Convertible Preferred Stock, par value $1.00 per share; and warrants to purchase 709,528 shares of our common stock. Purchasers of the Series A Convertible Preferred Stock and associated warrants included John A. Ryan, our Chairman, President and Chief Executive Officer; Antonio R. Sanchez, Jr., a director and substantial shareholder of our company; SANTIG, Ltd., a family limited partnership for which Mr. Sanchez serves as managing general partner; and the 1988 Spendthrift Trust, a family trust of which Mr. Sanchez is a beneficiary. Mr. Ryan purchased 189,205 shares of Series A Convertible Preferred Stock and associated warrants to purchase an aggregate of 66,518 shares of our common stock. Mr. Sanchez purchased 126,136 shares of Series A Convertible Preferred Stock and associated warrants to purchase an aggregate of 44,345 shares of our common stock. SANTIG, Ltd. purchased 252,273 shares of Series A Convertible Preferred Stock and associated warrants to purchase an aggregate of 88,691 shares of our common stock. The 1988 Spendthrift Trust purchased 126,136 shares of Series A Convertible Preferred Stock and associated warrants to purchase an aggregate of 44,345 shares of our common stock. Messrs. Ryan and Sanchez and the Sanchez limited partnership and family trust invested an aggregate of $2,750,000 in our company. More details pertaining to the terms and conditions of the Series A Convertible Preferred Stock financing transaction are contained in a filing on Form 8-K filed with the SEC on September 20, 2002.

Purchasers of the Series B Convertible Preferred Stock and associated warrants include George W. Haywood, a 25.5% beneficial shareholder of our company, and an IRA for the benefit of Mr. Haywood. Mr. Haywood and the IRA for the benefit of Mr. Haywood purchased an aggregate of 947,708 shares of Series B Convertible Preferred Stock and associated warrants to purchase an aggregate of 305,986 shares of common stock. Mr. Haywood and the IRA for the benefit of Mr. Haywood invested an aggregate of $3,500,000 in our company. More details pertaining to the terms and conditions of the Series B Convertible Preferred Stock financing transaction are contained in a filing on Form 8-K filed with the SEC on September 20, 2002.

Finally, for the year 2002, we received payments of $1,000,000 in connection with certain technology and marketing agreements with Entrust, Inc. Mr. Ryan, our Chairman, President and Chief Executive Officer, was Chief Executive Officer of Entrust, Inc. when such agreements were executed and held a minority equity interest in Entrust, Inc. until September 2002.

Mr. Antonio R. Sanchez, Jr. is the father of Antonio R. Sanchez III.