X0305 4 2012-05-24 0 0001082324 VirnetX Holding Corp VHC 0001404851 Angelo Michael F C/O 308 DORLA COURT SUITE 206 ZEPHYR COVE NV 89448 1 0 0 0 Common Stock 2012-05-24 4 A 0 8333 0 A 29589 D Stock Option (Right to Buy 29.90 2012-05-24 4 A 0 12500 0 D 2022-05-24 Common Stock 12500 12500 D Each restricted stock unit represents a contingent right to receive, upon vesting, one share of VirnetX Holding Corporation common stock. 100% of the restricted stock units will vest on May 24, 2013 so long as the reporting person's Continuous Service Status (as defined in the Issuer's 2007 Stock Plan) continues. If a Change of Control (as defined in the Issuer's 2007 Stock Plan) occurs, all of the restricted stock units then unvested as of the date of the Change of Control, will vest immediately prior to the consummation of the Change of Control transaction. 100% of the shares shall vest and become exercisable on May 24, 2013 so long as the reporting person's Continuous Service Status (as defined in the Issuer's 2007 Stock Plan) continues. If a Change of Control (as defined in the Issuer's 2007 Stock Plan) occurs, all of the Shares underlying this Option then unvested as of the date of the Change of Control, will vest and become exercisable immediately prior to the consummation of the Change of Control transaction. /s/ Kendall Larsen, Attorney-in-Fact for Michael F. Angelo 2012-05-29