VHC · VirnetX Holding Corp

These shares were withheld by the Issuer to satisfy income tax and withholding and remittance obligations in connection with previously reported restricted stock awards and do not represent a sale by the Reporting Person.

The total number of restricted shares ("Restricted Stock") shall vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the close of business on the day prior to the Company's 2027 annual meeting of stockholders, in each case, so long as the Reporting Person's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan) has not terminated prior to each such date. If a Change in Control occurs, all of the Restricted Stock then unvested as of the date of the Change in Control, will vest immediately prior to the consummation of the Change in Control transaction.

The total number of restricted shares ("Restricted Stock") shall vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the close of business on the day prior to the Company's 2027 annual meeting of stockholders, in each case, so long as the Reporting Person's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan) has not terminated prior to each such date. If a Change in Control occurs, all of the Restricted Stock then unvested as of the date of the Change in Control, will vest immediately prior to the consummation of the Change in Control transaction.

The total number of restricted shares ("Restricted Stock") shall vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the close of business on the day prior to the Company's 2027 annual meeting of stockholders, in each case, so long as the Reporting Person's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan) has not terminated prior to each such date. If a Change in Control occurs, all of the Restricted Stock then unvested as of the date of the Change in Control, will vest immediately prior to the consummation of the Change in Control transaction.

The total number of restricted shares ("Restricted Stock") shall vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the close of business on the day prior to the Company's 2027 annual meeting of stockholders, in each case, so long as the Reporting Person's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan) has not terminated prior to each such date. If a Change in Control occurs, all of the Restricted Stock then unvested as of the date of the Change in Control, will vest immediately prior to the consummation of the Change in Control transaction.

The shares subject to the option were fully vested and exercisable, and reflects the Issuer's 1-for-20 reverse stock split effected October 25, 2023.

1/4 of the total number of Shares subject to the Option shall vest and become exercisable on the one-year anniversary of the grant date, and 1/4 of the total number of Shares subject to the Option shall vest and become exercisable on each annual anniversary thereafter, so long as the individual's continuous status as a Service Provider (as defined in the Amended and Restated 2013 Equity Incentive Plan (the "Plan")) has not terminated prior to each such date. If a Change in Control (as defined in the Plan) occurs, all of the Shares underlying this Option then unvested as of the date of the Change in Control, will vest and become exercisable immediately prior to the consummation of the Change in Control transaction.

1/4 of the total number of Shares subject to the Option shall vest and become exercisable on the one-year anniversary of the grant date, and 1/4 of the total number of Shares subject to the Option shall vest and become exercisable on each annual anniversary thereafter, so long as the individual's continuous status as a Service Provider (as defined in the Amended and Restated 2013 Equity Incentive Plan (the "Plan")) has not terminated prior to each such date. If a Change in Control (as defined in the Plan) occurs, all of the Shares underlying this Option then unvested as of the date of the Change in Control, will vest and become exercisable immediately prior to the consummation of the Change in Control transaction.

1/4 of the total number of Shares subject to the Option shall vest and become exercisable on the one-year anniversary of the grant date, and 1/4 of the total number of Shares subject to the Option shall vest and become exercisable on each annual anniversary thereafter, so long as the individual's continuous status as a Service Provider (as defined in the Amended and Restated 2013 Equity Incentive Plan (the "Plan")) has not terminated prior to each such date. If a Change in Control (as defined in the Plan) occurs, all of the Shares underlying this Option then unvested as of the date of the Change in Control, will vest and become exercisable immediately prior to the consummation of the Change in Control transaction.

These shares were withheld by the Issuer to satisfy income tax and withholding and remittance obligations in connection with previously reported restricted stock awards and do not represent a sale by the Reporting Person.

These shares were withheld by the Issuer to satisfy income tax and withholding and remittance obligations in connection with previously reported restricted stock awards and do not represent a sale by the Reporting Person.

These shares were withheld by the Issuer to satisfy income tax and withholding and remittance obligations in connection with previously reported restricted stock units and do not represent a sale by the Reporting Person.

The total number of restricted shares ("Restricted Stock") shall vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the close of business on the day prior to the Company's 2026 annual meeting of stockholders, in each case, so long as the Reporting Person's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan) has not terminated prior to each such date. If a Change in Control occurs, all of the Restricted Stock then unvested as of the date of the Change in Control, will vest immediately prior to the consummation of the Change in Control transaction.

The total number of restricted shares ("Restricted Stock") shall vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the close of business on the day prior to the Company's 2026 annual meeting of stockholders, in each case, so long as the Reporting Person's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan) has not terminated prior to each such date. If a Change in Control occurs, all of the Restricted Stock then unvested as of the date of the Change in Control, will vest immediately prior to the consummation of the Change in Control transaction.

The total number of restricted shares ("Restricted Stock") shall vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the close of business on the day prior to the Company's 2026 annual meeting of stockholders, in each case, so long as the Reporting Person's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan) has not terminated prior to each such date. If a Change in Control occurs, all of the Restricted Stock then unvested as of the date of the Change in Control, will vest immediately prior to the consummation of the Change in Control transaction.

The total number of restricted shares ("Restricted Stock") shall vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the close of business on the day prior to the Company's 2026 annual meeting of stockholders, in each case, so long as the Reporting Person's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan) has not terminated prior to each such date. If a Change in Control occurs, all of the Restricted Stock then unvested as of the date of the Change in Control, will vest immediately prior to the consummation of the Change in Control transaction.

1/4 of the total number of restricted shares ("Restricted Stock") shall vest and become exercisable on the one-year anniversary of the grant date, and 1/4 of the total number of Restricted Stock shall vest and become exercisable on each yearly anniversary thereafter, so long as the individual's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan) has not terminated prior to each such date. If a Change in Control occurs, all of the Restricted Stock then unvested as of the date of the Change in Control, will vest and become exercisable immediately prior to the consummation of the Change in Control transaction.

1/4 of the total number of restricted shares ("Restricted Stock") shall vest and become exercisable on the one-year anniversary of the grant date, and 1/4 of the total number of Restricted Stock shall vest and become exercisable on each yearly anniversary thereafter, so long as the individual's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan) has not terminated prior to each such date. If a Change in Control occurs, all of the Restricted Stock then unvested as of the date of the Change in Control, will vest and become exercisable immediately prior to the consummation of the Change in Control transaction.

The number of shares beneficially owned reflects the Issuer's 1-for-20 reverse stock split effected October 25, 2023.

1/4 of the total number of restricted shares ("Restricted Stock") shall vest and become exercisable on the one-year anniversary of the grant date, and 1/4 of the total number of Restricted Stock shall vest and become exercisable on each yearly anniversary thereafter, so long as the individual's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan) has not terminated prior to each such date. If a Change in Control occurs, all of the Restricted Stock then unvested as of the date of the Change in Control, will vest and become exercisable immediately prior to the consummation of the Change in Control transaction.

1/4 of the total number of restricted shares ("Restricted Stock") shall vest and become exercisable on the one-year anniversary of the grant date, and 1/4 of the total number of Restricted Stock shall vest and become exercisable on each yearly anniversary thereafter, so long as the individual's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan) has not terminated prior to each such date. If a Change in Control occurs, all of the Restricted Stock then unvested as of the date of the Change in Control, will vest and become exercisable immediately prior to the consummation of the Change in Control transaction.

The number of shares beneficially owned reflects the Issuer's 1-for-20 reverse stock split effected October 25, 2023.

Reflects the issuance of vested Restricted Stock Units directly to The Short Revocable Living Trust.

The total number of restricted shares ("Restricted Stock") shall vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the close of business on the day prior to the Company's 2025 annual meeting of stockholders, in each case, so long as the Reporting Person's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan) has not terminated prior to each such date. If a Change in Control occurs, all of the Restricted Stock then unvested as of the date of the Change in Control, will vest immediately prior to the consummation of the Change in Control transaction.

The number of shares beneficially owned reflects the Issuer's 1-for-20 reverse stock split effected October 25, 2023.

The total number of restricted shares ("Restricted Stock") shall vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the close of business on the day prior to the Company's 2025 annual meeting of stockholders, in each case, so long as the Reporting Person's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan) has not terminated prior to each such date. If a Change in Control occurs, all of the Restricted Stock then unvested as of the date of the Change in Control, will vest immediately prior to the consummation of the Change in Control transaction.

The number of shares beneficially owned reflects the Issuer's 1-for-20 reverse stock split effected October 25, 2023.

The total number of restricted shares ("Restricted Stock") shall vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the close of business on the day prior to the Company's 2025 annual meeting of stockholders, in each case, so long as the Reporting Person's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan) has not terminated prior to each such date. If a Change in Control occurs, all of the Restricted Stock then unvested as of the date of the Change in Control, will vest immediately prior to the consummation of the Change in Control transaction.

The number of shares beneficially owned reflects the Issuer's 1-for-20 reverse stock split effected October 25, 2023.

1/3 of the total number of restricted shares ("Restricted Stock") shall vest and become exercisable on the one-year anniversary of the grant date, and the remaining shares of Restricted Stock shall vest on the yearly anniversary thereafter, such that all such shares shall be fully vested on the earlier of (i) the three-year anniversary of the grant date or (ii) the close of business on the day prior to the Company's 2027 annual meeting of stockholders, so long as the Reporting Person's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan) has not terminated prior to such date. If a Change in Control occurs, all of the Restricted Stock then unvested as of the date of the Change in Control, will vest immediately prior to the consummation of the Change in Control transaction.

The number of shares beneficially owned reflects the Issuer's 1-for-20 reverse stock split effected October 25, 2023.

These shares were withheld by the Issuer to satisfy income tax and withholding and remittance obligations in connection with previously reported restricted stock awards and do not represent a sale by the Reporting Person.

1/2 of the total number of restricted shares ("Restricted Stock") shall vest and become exercisable on the one-year anniversary of the grant date, and the remaining shares of Restricted Stock shall vest on the one year anniversary thereafter, so long as the Reporting Person's continuous status as a Service Provider (as defined in the Company's 2013 Equity Incentive Plan) has not terminated prior to such date. If a Change in Control occurs, all of the Restricted Stock then unvested as of the date of the Change in Control, will vest and become exercisable immediately prior to the consummation of the Change in Control transaction.

1/48 of the total number of restricted shares ("Restricted Stock") shall vest and become exercisable on the one-month anniversary of the grant date, and 1/48 of the total number of Restricted Stock shall vest and become exercisable on each monthly anniversary thereafter, so long as the individual's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan) has not terminated prior to each such date. If a Change in Control occurs, all of the Restricted Stock then unvested as of the date of the Change in Control, will vest and become exercisable immediately prior to the consummation of the Change in Control transaction.

1/48 of the total number of restricted shares ("Restricted Stock") shall vest and become exercisable on the one-month anniversary of the grant date, and 1/48 of the total number of Restricted Stock shall vest and become exercisable on each monthly anniversary thereafter, so long as the individual's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan) has not terminated prior to each such date. If a Change in Control occurs, all of the Restricted Stock then unvested as of the date of the Change in Control, will vest and become exercisable immediately prior to the consummation of the Change in Control transaction.

1/48 of the total number of restricted shares ("Restricted Stock") shall vest and become exercisable on the one-month anniversary of the grant date, and 1/48 of the total number of Restricted Stock shall vest and become exercisable on each monthly anniversary thereafter, so long as the individual's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan) has not terminated prior to each such date. If a Change in Control occurs, all of the Restricted Stock then unvested as of the date of the Change in Control, will vest and become exercisable immediately prior to the consummation of the Change in Control transaction.

1/48 of the total number of restricted shares ("Restricted Stock") shall vest and become exercisable on the one-month anniversary of the grant date, and 1/48 of the total number of Restricted Stock shall vest and become exercisable on each monthly anniversary thereafter, so long as the individual's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan) has not terminated prior to each such date. If a Change in Control occurs, all of the Restricted Stock then unvested as of the date of the Change in Control, will vest and become exercisable immediately prior to the consummation of the Change in Control transaction.

All shares underlying this option shall vest and become exercisable upon the earlier of (a) one year from the date of grant or (b) the close of business on the day prior to the Company's 2024 annual meeting of stockholders, in either case, so long as the Participant (as defined in the Plan) has not earlier terminated his continuous status as a Service Provider (as defined in the Plan). If a Change in Control (as defined in the Plan) occurs, all shares underlying this option then unvested as of the date of the Change in Control, will vest and become exercisable immediately prior to the consummation of the Change in Control. This option will be exercisable for twelve (12) months after the Participant ceases to be a Service Provider, unless such termination is due to the Participant's death, Disability (as defined in the Plan), or Cause (as defined in the Plan), in which case the option shall vest in accordance with the terms of the Participant's option agreement.

The restricted stock units shall vest and become exercisable upon the earlier of (a) one year from the date of grant or (b) the close of business on the day prior to the Company's 2024 annual meeting of stockholders, in either case, so long as the Participant (as defined in the Company's 2013 Equity Incentive Plan (the "Plan")) has not earlier terminated his continuous status as a Service Provider (as defined in the Plan). If a Change in Control (as defined in the Plan) occurs, all of the restricted stock units then unvested as of the date of the Change in Control, will vest and become exercisable immediately prior to the consummation of the Change in Control transaction.

The restricted stock units shall vest and become exercisable upon the earlier of (a) one year from the date of grant or (b) the close of business on the day prior to the Company's 2024 annual meeting of stockholders, in either case, so long as the Participant (as defined in the Company's 2013 Equity Incentive Plan (the "Plan")) has not earlier terminated his continuous status as a Service Provider (as defined in the Plan). If a Change in Control (as defined in the Plan) occurs, all of the restricted stock units then unvested as of the date of the Change in Control, will vest and become exercisable immediately prior to the consummation of the Change in Control transaction.

All shares underlying this option shall vest and become exercisable upon the earlier of (a) one year from the date of grant or (b) the close of business on the day prior to the Company's 2024 annual meeting of stockholders, in either case, so long as the Participant (as defined in the Plan) has not earlier terminated his continuous status as a Service Provider (as defined in the Plan). If a Change in Control (as defined in the Plan) occurs, all shares underlying this option then unvested as of the date of the Change in Control, will vest and become exercisable immediately prior to the consummation of the Change in Control. This option will be exercisable for twelve (12) months after the Participant ceases to be a Service Provider, unless such termination is due to the Participant's death, Disability (as defined in the Plan), or Cause (as defined in the Plan), in which case the option shall vest in accordance with the terms of the Participant's option agreement.

All shares underlying this option shall vest and become exercisable upon the earlier of (a) one year from the date of grant or (b) the close of business on the day prior to the Company's 2024 annual meeting of stockholders, in either case, so long as the Participant (as defined in the Plan) has not earlier terminated his continuous status as a Service Provider (as defined in the Plan). If a Change in Control (as defined in the Plan) occurs, all shares underlying this option then unvested as of the date of the Change in Control, will vest and become exercisable immediately prior to the consummation of the Change in Control. This option will be exercisable for twelve (12) months after the Participant ceases to be a Service Provider, unless such termination is due to the Participant's death, Disability (as defined in the Plan), or Cause (as defined in the Plan), in which case the option shall vest in accordance with the terms of the Participant's option agreement.

The restricted stock units shall vest and become exercisable upon the earlier of (a) one year from the date of grant or (b) the close of business on the day prior to the Company's 2024 annual meeting of stockholders, in either case, so long as the Participant (as defined in the Company's 2013 Equity Incentive Plan (the "Plan")) has not earlier terminated his continuous status as a Service Provider (as defined in the Plan). If a Change in Control (as defined in the Plan) occurs, all of the restricted stock units then unvested as of the date of the Change in Control, will vest and become exercisable immediately prior to the consummation of the Change in Control transaction.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.418 to $0.43, inclusive. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Form 4.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.4369 to $0.45, inclusive. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Form 4.

1/48 of the total number of Shares subject to the Option shall vest and become exercisable on the one- month anniversary of the grant date, and 1/48 of the total number of Shares subject to the Option shall vest and become exercisable on each monthly anniversary thereafter, so long as the individual's continuous status as a Service Provider (as defined in the Plan) has not terminated prior to each such date. If a Change in Control (as defined in the Plan) occurs, all of the Shares underlying this Option then unvested as of the date of the Change in Control, will vest and become exercisable immediately prior to the consummation of the Change in Control transaction.

Twenty-five percent (25%) of the Restricted Stock Units ("RSUs") will vest on the one (1) year anniversary of the grant date, and twenty-five percent (25%) of the RSUs will vest each year thereafter on the same day as the grant date, subject to Participant continuing to be a Service Provider (as defined in the Company's 2013 Equity Incentive Plan (the "Plan")) through each such date. If a Change in Control (as defined in the Plan) occurs, all of the RSUs then unvested as of the date of the Change in Control will vest immediately prior to the consummation of the Change in Control transaction.