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Exhibit
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No.
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Description
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1
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.1
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Form of Underwriting Agreement*
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2
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.1
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Agreement and Plan of Merger of PASW, Inc. (a Delaware
corporation) and PASW, Inc. (a California corporation) dated
May 25, 2007(1)
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2
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.2
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Certificate of Merger filed with the Secretary of State of the
State of Delaware on May 30, 2007(1)
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2
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.3
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Agreement and Plan of Merger and Reorganization among PASW,
Inc., VirnetX Acquisition, Inc. and VirnetX, Inc. dated as of
June 12, 2007(1)
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3
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.1
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Certificate of Incorporation of the Company(1)
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3
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.2
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By-Laws of the Company(1)
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4
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.1
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Form of Warrant Issued to affiliates of MDB Capital Group LLC(1)
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4
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.2
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Form of Warrant To Be Issued to Gilford Securities Incorporated*
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5
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.1
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Opinion of Orrick, Herrington & Sutcliffe LLP
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10
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.1
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Form of Registration Rights Agreement, dated as of July 5,
2007, by and among the Company and all securityholders(1)
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10
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.2
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Form of
Lock-Up
Agreement, dated as of July 5, 2007, by and between the
Company and all securityholders(1)
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10
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.3
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Form of Indemnification Agreement, dated as of July 5,
2007, by and between the Company and each of Kendall Larsen,
Edmund C. Munger, Scott C. Taylor, Michael F. Angelo, Thomas M.
O’Brien and William E. Sliney(1)
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10
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.4
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Patent License and Assignment Agreement by and between the
Company and Science Applications International Corporation,
dated as of August 12, 2005(1)
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10
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.5
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Security Agreement by and between the Company and Science
Applications International Corporation, dated as of
August 12, 2005(1)
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10
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.6
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Amendment No. 1 to Patent License and Assignment Agreement
by and between the Company and Science Applications
International Corporation, dated as of November 2, 2006(1)
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10
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.7
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Assignment Agreement between the Company and Science
Applications International Corporation, dated as of
December 21, 2006(1)
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10
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.8
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Professional Services Agreement by and between the Company and
Science Applications International Corporation, dated as of
August 12, 2005(1)
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10
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.9
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Lease Agreement by and between the Company and Granite Creek
Business Center, dated as of March 15, 2006, as amended on
April 1, 2007(1)
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10
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.10
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Consulting Agreement by and between the Company and Magenic
Technologies, Inc, dated as of February 23, 2006(1)
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21
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.1
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Subsidiaries of PASW, Inc.*
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23
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.1
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Consent of Burr, Pilger & Mayer LLP, Independent
Accountants
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23
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.2
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Consent of Farber Hass Hurley & McEwen, LLP,
Independent Auditors
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23
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.3
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Consent of Orrick, Herrington & Sutcliffe LLP
(contained in Exhibit 5.1)
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24
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.1
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Power of Attorney (contained in the signature pages hereto)
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