(e)

Discretionary 2016 Annual Incentive Bonus

At a meeting of the Compensation Committee of the Board of Directors (the “Compensation Committee”) of VirnetX Holding Corporation (the “Company”) held on December 19, 2016, the Compensation Committee reviewed the Company’s performance in 2016 and the contributions that Kendall Larsen, the Company’s Chief Executive Officer, President and Chairman, and Richard Nance, the Company’s Chief Financial Officer, made to such performance. Following this review, the Compensation Committee exercised its discretion in determining to pay Mr. Larsen 125% of his 2016 target bonus and to pay Mr. Nance 125% of his 2016 target bonus, in light of the Company’s overall performance for the year and their respective contributions in achieving this performance. The 2016 target bonus for each of Messrs. Larsen and Nance previously approved by the Compensation Committee was equal to 62.5% of Mr. Larsen’s and Mr. Nance’s respective base salary. Accordingly, the Compensation Committee determined to award Mr. Larsen a cash bonus for 2016 equal to $364,537.98 and Mr. Nance a cash bonus for 2016 equal to $46,910.30.

About VirnetX Holding Corporation (NYSEMKT:VHC)

VirnetX Holding Corporation is an Internet security software and technology Company with a technology for secure communications, including fourth-generation (4G) long term evolution (LTE) security. The Company’s software and technology solutions, including its secure domain name registry and GABRIEL Connection Technology, facilitate secure communications and provide the security platform required by Internet-based applications, such as instant messaging, voice over Internet protocol, mobile services, streaming video, file transfer, remote desktop and machine-to-machine (M2M) communications. Its portfolio is focused on securing communications over the Internet, as well as related services, such as the establishment and maintenance of a secure domain name registry. Its methods also have additional applications in the areas of device operating systems and network security for cloud services, M2M communications in the initiatives, such as Smart City, Connected Car and Connected Home.

VirnetX Holding Corporation (NYSEMKT:VHC) Recent Trading Information

VirnetX Holding Corporation (NYSEMKT:VHC) closed its last trading session down -0.10 at 2.45 with 129,949 shares trading hands.