S-4 1 v308431_s4.htm FORM S-4

As filed with the Securities and Exchange Commission on April 6, 2012

Registration No. 333-    

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



 

FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933



 

VRINGO, INC.

(Exact name of registrant as specified in its charter)

   
Delaware   4899   20-4988129
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

44 W. 28th Street, Suite 1414
New York, New York 10001
(646) 525-4319

(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)



 

Andrew D. Perlman
Chief Executive Officer and President
Vringo, Inc.
44 W. 28th Street, Suite 1414
New York, New York 10001
(646) 525-4319

(Name, address, including zip code, and telephone number,
including area code, of agent for service)



 

Copies to:

Kenneth R. Koch
Jeffrey P. Schultz
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Chrysler Center
666 Third Avenue
New York, New York
(212) 935-3000



 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions under the merger agreement described herein.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement number for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

     
Large accelerated filer o   Accelerated filer o   Non-accelerated filer o   Smaller reporting company x
     (Do not check if a smaller reporting company)

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

 

 


 
 

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CALCULATION OF REGISTRATION FEE

       
Title of Each Class of
Securities to be Registered
  Amount to be
Registered†
  Proposed Maximum
Offering Price
Per Share
  Proposed Maximum
Aggregate
Offering Price
  Amount of Registration Fee(3)
Common Stock, par value
$0.01 per share
    55,080,630 (1)      N/A     $ 428.54 (2)    $ 0.05  
Preferred Stock, par value
$0.01 per share
    6,818 (4)      N/A     $ 0.23 (5)    $ 0.01  
Warrants to purchase Common Stock     16,809,838 (6)      N/A       N/A       N/A (7) 
Common Stock issuable upon exercise of the Warrants     16,809,838 (8)      N/A     $ 29,585,314.88 (9)    $ 3,390.48  

Pursuant to Rule 416, this registration statement also covers an indeterminate number of additional securities of Vringo as may be issuable as a result of stock splits, stock dividends or similar transactions.
(1) Represents the maximum number of shares of Vringo common stock, par value $0.01 per share, estimated to be issuable to holders of Innovate/Protect capital stock in the transactions described in the proxy statement/prospectus. If Vringo effects a reverse stock split as described in the proxy statement/prospectus, all Vringo common stock, including the securities covered by this Registration Statement, will be reclassified and combined by a reverse stock split into a lesser amount of Vringo common stock, and the amount of undistributed common stock deemed to be covered by this Registration Statement shall be proportionately reduced.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f)(2) under the Securities Act. As Innovate/Protect, the issuer of the securities to be acquired and cancelled in the proposed transaction, has an accumulated capital deficit of approximately $2.754 million as of December 31, 2011, the offering price shown is calculated based on one-third of the aggregate $0.0001 par value per share of Innovate/Protect common stock to be cancelled in the Merger or underlying preferred stock, options and warrants to be assumed or exchanged in the Merger.
(3) Determined in accordance with Section 6(b) of the Securities Act of 1933 by multiplying 0.0001146 by the proposed maximum aggregate offering price.
(4) Represents the maximum number of shares of Vringo convertible preferred stock to be issued by Vringo at the completion of the Merger.
(5) The offering price shown is calculated based on one-third of the aggregate $0.0001 par value per share of Innovate/Protect preferred stock to be cancelled in the Merger.
(6) Represents the maximum number of warrants to purchase Vringo common stock to be issued by Vringo at the completion of the Merger in exchange for the then outstanding Innovate/Protect warrant.
(7) In accordance with existing SEC interpretations, the entire registration fee for the warrants is allocated to the Vringo common stock registered underlying the warrants, and no separate fee is recorded for the warrants to purchase shares of Vringo common stock.
(8) Represents the maximum number of shares of Vringo common stock issuable upon exercise of the warrants, to be issued by Vringo in the Merger.
(9) The proposed maximum aggregate offering price of the registrant’s warrants to purchase Vringo common stock is calculated based on the $1.76 exercise price of the warrants.


 

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.


 
 

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The information in this proxy statement/prospectus is not complete and may be changed. Vringo, Inc. may not sell these securities until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This proxy statement/prospectus is not an offer to sell these securities and it is not the solicitation of an offer to buy these securities in any jurisdiction where the offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any representation to the contrary is a criminal offense.

PRELIMINARY — SUBJECT TO COMPLETION — DATED APRIL 6, 2012

[GRAPHIC MISSING]

PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT

Vringo, Inc. (“Vringo”), VIP Merger Sub, Inc., a wholly-owned subsidiary of Vringo (“Merger Sub”), and Innovate/Protect, Inc. (“Innovate/Protect”) entered into a Merger Agreement on March 12, 2012 (as may be amended or modified, the “Merger Agreement”), pursuant to which Innovate/Protect will merge with and into Merger Sub, with Merger Sub surviving the merger as a wholly-owned subsidiary of Vringo (the “Merger”). The board of directors of Vringo has unanimously approved the Merger Agreement and the Merger. In addition, the board of directors of Innovate/Protect has unanimously approved the Merger Agreement and the Merger.

Pursuant to the terms of the Merger Agreement, upon completion of the Merger, (i) each share of then-outstanding common stock of Innovate/Protect (other than shares held by Vringo, Innovate/Protect or any of their respective subsidiaries, which will be cancelled at the completion of the Merger) will be automatically converted into the right to receive the number of shares of Vringo common stock multiplied by the Common Stock Exchange Ratio (as defined below) and (ii) each share of then-outstanding Series A Convertible Preferred Stock of Innovate/Protect, or Innovate/Protect preferred stock (total 6,818 shares outstanding), (other than shares held by Vringo, Innovate/Protect or any of their respective subsidiaries, which will be cancelled at the completion of the Merger) will be automatically converted into the right to receive the same number of shares of Vringo Series A Convertible Preferred Stock, or Vringo preferred stock, which 6,818 shares, as of April 5, 2012, shall be initially convertible into an aggregate of 20,573,998 shares of Vringo common stock (or at a current conversion rate of 3,017.6). The Common Stock Exchange Ratio initially is 3.0176, which is subject to adjustment in the event of a reverse stock split to provide the holders of shares of Innovate/Protect capital stock with the same economic benefit as contemplated by the Merger Agreement prior to any such reverse stock split. In addition, at the effective time of the Merger, Vringo will issue to the holders of Innovate/Protect capital stock and the holder of Innovate/Protect’s issued and outstanding warrant to purchase 250,000 shares of Innovate/Protect common stock (on a pro rata as-converted basis) an aggregate of 15,959,838 warrants to purchase an aggregate of 15,959,838 shares of Vringo common stock with an exercise price of $1.76 per share, each subject to equitable adjustment in the event of a reverse stock split. The issued and outstanding warrant to purchase 250,000 shares of Innovate/Protect common stock will be exchanged for 250,000 shares of Vringo common stock and 850,000 warrants to purchase 850,000 shares of Vringo common stock with an exercise price of $1.76 per share, each subject to an equitable adjustment in the event of a reverse stock split. In addition, the aggregate number of shares of Vringo common stock and the aggregate number of warrants (and the aggregate number of shares of Vringo common stock that may be purchased upon exercise thereof) to be issued in exchange for the issued and outstanding warrant of Innovate/Protect shall each be ratably adjusted to give effect to any partial exercise of such warrant prior to the effective time of the Merger. Finally, at the effective time of the Merger, all outstanding and unexercised options to purchase Innovate/Protect common stock, whether vested or unvested, will be converted into options to purchase Vringo common stock with the number of shares subject to and the exercise price applicable to such options being appropriately adjusted based on the Common Stock Exchange Ratio. Immediately following the completion of the Merger (without taking into account any shares of Vringo common stock held by Innovate/Protect stockholders prior to the completion of the Merger), the former stockholders of Innovate/Protect are expected to own approximately 56.05% of the outstanding common stock of the combined company (or 67.55% of the outstanding common stock of the combined company calculated on a fully diluted basis) and the current stockholders of Vringo are expected to own approximately 43.95% of the outstanding common stock of the combined company (or 32.45% of the outstanding common stock of the combined company calculated on a fully diluted basis).

Vringo common stock is listed on the NYSE Amex and trades under the symbol “VRNG.” On ________, 2012, the latest practicable date before the printing of this proxy statement/prospectus, the closing sale price of Vringo common stock was $________ per share. Innovate/Protect is a privately held intellectual property company. Following the completion of the Merger, the combined company is expected to be publicly traded on the NYSE Amex.

Vringo is soliciting proxies for use at an annual meeting of its stockholders to consider and vote upon (i) a proposal to approve the Merger, including, but not limited to the issuance of shares of Vringo common stock and Vringo preferred stock and warrants to purchase shares of Vringo common stock to the Innovate/Protect stockholders and warrantholder in connection with the Merger, (ii) a proposal to approve an amendment to Vringo’s certificate of incorporation to effect a reverse stock split of Vringo common stock within the range of one-for-two to one-for-four, (iii) a proposal to approve an amendment to Vringo’s certificate of incorporation to increase the number of authorized shares of Vringo common stock to up to a maximum of 150,000,000 shares, (iv) a proposal to elect seven (7) director nominees to the Vringo board of directors, (v) a proposal to approve the Vringo, Inc. 2012 Employee, Director and Consultant Equity Incentive Plan, (vi) a proposal to ratify the appointment of Vringo’s independent registered public accounting firm and (vii) an adjournment of the Vringo annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposals referred to in clauses (i) through (vi). The board of directors of Vringo recommends that Vringo stockholders vote FOR each of the foregoing proposals. Approval of the foregoing proposals (i) through (iv) is necessary to complete the Merger.

Your vote is very important.  Whether or not you plan to attend the Vringo annual meeting of stockholders, please submit your proxy as promptly as possible (i) through the Internet, (ii) by telephone or (iii) by marking, signing and dating the enclosed proxy card and returning it in the postage-paid envelope provided to make sure that your shares are represented at the annual meeting.

This proxy statement/prospectus provides you with detailed information about the Vringo annual meeting, the Merger and the other business to be considered by Vringo stockholders at the annual meeting. In addition to being a proxy statement, this document


 
 

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is also a prospectus to be used by Vringo when issuing Vringo common stock and preferred stock, the warrants to purchase common stock and the shares of common stock underlying such preferred stock and warrants to be issued to the Innovate/Protect stockholders and warrantholder in connection with the Merger. Vringo encourages you to read the entire document carefully. Please pay particular attention to the section entitled “Risk Factors” beginning on page 38 for a discussion of the risks related to the Merger, the combined company following the completion of the Merger, and the business and operations of each of Vringo and Innovate/Protect.

Andrew D. Perlman
Chief Executive Officer and President
Vringo, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated , 2012 and is first being mailed to the stockholders of Vringo on or about , 2012.


 
 

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REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus references important business and financial information about Vringo that is not included in or delivered with this proxy statement/prospectus. Vringo will provide you with copies of this information (excluding all exhibits) relating to Vringo, without charge, upon written or oral request. You can obtain these documents, which are referred to in this proxy statement/prospectus, by requesting them in writing or by telephone from Vringo at the following address and telephone number:

Vringo, Inc.
44 W. 28th Street, Suite 1414
New York, New York 10001
Attn: Corporate Secretary
(646) 525-4319

In order for you to receive timely delivery of the documents in advance of the Vringo annual meeting you must request the information no later than __________, 2012.

Important Notice Regarding the Availability of Proxy Materials for the 2012 Annual Meeting of Stockholders of Vringo to be held on ____________. This proxy statement/prospectus, a form of proxy card and Vringo’s Annual Report to Stockholders for 2011 are available on the Internet at https://materials.proxyvote.com/92911N.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms a part of a Registration Statement on Form S-4 filed with the Securities and Exchange Commission by Vringo (File No. 333-___________), constitutes a prospectus of Vringo under Section 5 of the Securities Act of 1933, as amended, with respect to the shares of Vringo common stock and preferred stock and the warrants (and the shares of common stock issuable upon conversion of the preferred stock and the exercise of the warrants) to be issued to the Innovate/Protect stockholders and warrantholder in connection with the Merger.

This proxy statement/prospectus also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, with respect to a Vringo annual meeting, at which Vringo stockholders will be asked to consider and vote upon certain proposals, including (i) a proposal to approve the Merger, including, but not limited to, the issuance of shares of Vringo common stock and preferred stock and warrants (and the shares of common stock issuable upon conversion of the preferred stock and exercise of the warrants) to the Innovate/Protect stockholders and warrantholder in connection with the Merger, (ii) a proposal to amend Vringo’s certificate of incorporation to effect a reverse stock split of Vringo’s issued and outstanding common stock, (iii) a proposal to amend Vringo’s certificate of incorporation to increase the number of authorized shares of Vringo common stock, (iv) a proposal to elect seven (7) director nominees to the Vringo board of directors, (v) a proposal to approve the Vringo, Inc. 2012 Employee, Director and Consultant Equity Incentive Plan, (vi) a proposal to ratify the appointment of ________, as Vringo’s independent registered public accounting firm for the fiscal year ending December 31, 2012 and (vii) a proposal to approve the adjournment of the Vringo annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of proposals (i) – (vi).


 
 

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VRINGO, INC.
44 W. 28th Street, Suite 1414
New York, New York 10001
(646) 525-4319



 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON _________________, 2012

To the Stockholders of Vringo, Inc.:

The annual meeting of stockholders of Vringo, Inc., a Delaware corporation, will be held on ________, at 10:00 a.m., local time, at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., the Chrysler Center, 666 Third Avenue, 32nd floor, New York, New York 10017, for the following purposes:

1. To approve a merger, including, but not limited to the issuance of shares of Vringo common stock and preferred stock and warrants (and the shares of common stock issuable upon conversion of the preferred stock and exercise of the warrants) to the Innovate/Protect stockholders and warrantholder in connection with the merger contemplated by the Agreement and Plan of Merger, dated as of March 12, 2012, by and among Vringo, Innovate/Protect and VIP Merger Sub, Inc., a wholly-owned subsidiary of Vringo;
2. To amend Vringo’s amended and restated certificate of incorporation to effect a reverse stock split of Vringo’s issued and outstanding common stock within the range of one-for-two to one-for-four (with the exact amount to be determined prior to the completion of the merger);
3. To amend Vringo’s amended and restated certificate of incorporation to increase the number of authorized shares of Vringo common stock from 28,000,000 to up to a maximum of 150,000,000 shares (with the exact amount to be determined prior to the completion of the merger);
4. To elect seven (7) director nominees to the Vringo board of directors as specified in “Vringo Proposal No. 4: Election of Directors” to serve until the next annual meeting of the Vringo stockholders or until their successors are duly elected and qualify or until their earlier death, resignation or removal, which election shall be subject to the closing of the merger;
5. To approve the Vringo, Inc. 2012 Employee, Director and Consultant Equity Incentive Plan, as approved by the Vringo board of directors on _____________, 2012;
6. To ratify the appointment of _____________, as Vringo’s independent registered public accounting firm for the fiscal year ending December 31, 2012;
7. To approve the adjournment of the Vringo annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Vringo Proposal Nos. 1, 2, 3, 4, 5 or 6; and
8. To conduct any other business as may properly come before the Vringo annual meeting or any adjournment or postponement thereof.


 
 

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The Vringo board of directors has determined that the merger, upon the terms and conditions set forth in the merger agreement, and the other transactions contemplated by the merger agreement are advisable and fair to, and in the best interests of, Vringo and its stockholders. The board of directors makes its recommendation to the Vringo stockholders after consideration of the factors described in this proxy statement/prospectus. The Vringo board of directors unanimously recommends that Vringo stockholders vote FOR each of the foregoing proposals.

The Vringo board of directors has fixed __________, 2012 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Vringo annual meeting and any adjournment or postponement thereof. Only holders of record of shares of Vringo common stock at the close of business on the record date are entitled to notice of, and to vote at, the Vringo annual meeting. At the close of business on the record date, Vringo had __________shares of common stock outstanding and entitled to vote.

Your vote is important.  The affirmative vote of the holders of a majority of the shares of Vringo common stock present and entitled to vote on the matter either in person or by proxy at the Vringo annual meeting is required for approval of Vringo Proposal Nos. 1, 5, 6 and 7. The affirmative vote of the holders of a majority of the outstanding shares of Vringo common stock entitled to vote on the matter either in person or by proxy at the Vringo annual meeting is required for approval of Vringo Proposal Nos. 2 and 3. The affirmative vote of a plurality of the voting power of the shares present or represented by proxy at the meeting and entitled to vote is required for the election of the directors set forth in Vringo Proposal No. 4.

All Vringo stockholders of record are cordially invited to attend the Vringo annual meeting in person. However, even if you plan to attend the Vringo annual meeting in person, Vringo urges you to submit your proxy as promptly as possible (i) through the Internet, (ii) by telephone or (iii) by marking, signing and dating the enclosed proxy card and returning it in the postage-paid envelope as instructed on the enclosed proxy card to ensure that your shares of Vringo common stock will be represented at the Vringo annual meeting if you are unable to attend. If you sign, date and mail your proxy card without indicating how you wish to vote, all of your shares will be voted FOR Vringo Proposal Nos. 1, 2, 3, 4, 5, 6 and 7. If you fail to submit your proxy as instructed on the enclosed proxy card, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Vringo annual meeting and will have the same effect as a vote against Vringo Proposal Nos. 2 and 3 but such failure will have no effect with respect to Vringo Proposal Nos. 1, 4, 5, 6 and 7. If you do attend the Vringo annual meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Pursuant to rules adopted by the Securities and Exchange Commission, Vringo has elected to provide access to the proxy materials of Vringo both by sending you this full set of proxy materials, including a proxy card, and by making a copy of the proxy materials available to you on the Internet. This proxy statement/prospectus, a form of proxy card and Vringo’s Annual Report to Stockholders for the year ended December 31, 2011 are available on the Internet at https://materials.proxyvote.com/92911N.

This proxy statement/prospectus provides you with detailed information about the merger and the other business to be considered by Vringo stockholders at the annual meeting. Vringo encourages you to read the entire document carefully. Please pay particular attention to the section entitled “Risk Factors” beginning on page 38 for a discussion of the risks related to the merger, the combined company following the completion of the merger, and the business and operations of each of Vringo and Innovate/Protect.

By Order of the Board of Directors,

Andrew D. Perlman
Chief Executive Officer and President
_____________, 2012


 
 

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IMPORTANT

Your vote is important. Whether or not you expect to attend the Vringo annual meeting, please submit your proxy (i) through the Internet, (ii) by telephone or (iii) by marking, signing and dating the enclosed proxy card and returning it in the postage-paid envelope provided, as instructed in these materials as promptly as possible in order to ensure that your shares of Vringo common stock will be represented at the Vringo annual meeting. Even if you have voted by proxy, you may still vote in person if you attend the Vringo annual meeting and revoke your proxy. Please note, however, that if your shares are held in “street name” by a broker or other nominee and you wish to vote at the Vringo annual meeting, you must obtain a proxy issued in your name from such record holder prior to annual meeting.


 
 

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE VRINGO
ANNUAL MEETING
    1  
SUMMARY     12  
The Companies     12  
The Merger     13  
What Innovate/Protect Stockholders Will Receive in the Merger     13  
Ownership of the Combined Company After the Completion of the Merger     14  
Treatment of Innovate/Protect Stock Options and Warrants     14  
Treatment of Vringo Stock Options; Change of Control Payments     15  
Board of Directors and Executive Officers of the Combined Company After the Completion
of the Merger
    15  
Recommendations of the Vringo Board of Directors and its Reasons for the Merger     15  
Opinion of Etico Capital to the Vringo Board of Directors     16  
Interests of Vringo Directors and Executive Officers in the Merger     16  
Anticipated Accounting Treatment of the Merger     18  
Material U.S. Federal Income Tax Consequences of the Merger     18  
Restrictions on Sales of Shares of Vringo Common Stock Received By Innovate/Protect Stockholders in the Merger     18  
Appraisal Rights     19  
Regulatory Approvals     19  
Conditions to the Completion of the Merger     19  
No Solicitation     20  
Termination of the Merger Agreement     21  
Termination Fees and Expenses     22  
Voting by Vringo Directors and Executive Officers     22  
Rights of Innovate/Protect Stockholders Will Change as a Result of the Merger     22  
Risk Factors     22  
Matters to Be Considered at the Vringo Annual Meeting     23  
SELECTED HISTORICAL FINANCIAL DATA OF VRINGO     24  
SELECTED HISTORICAL FINANCIAL DATA OF INNOVATE/PROTECT     25  
SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL DATA     26  
MARKET PRICE DATA AND DIVIDEND INFORMATION     32  
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS     36  
RISK FACTORS     38  
Risks Related to the Merger     38  
Risks Related to the Combined Company if the Merger Is Completed     41  
Risks Related to Vringo’s Business     46  
Risks Related to Innovate/Protect’s Business     54  
THE MERGER     59  
Structure of the Merger     59  
What Innovate/Protect Stockholders Will Receive in the Merger     59  
Ownership of the Combined Company After the Completion of the Merger     60  
Treatment of Innovate/Protect Stock Options and Warrants     60  

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Background of the Merger     61  
Recommendations of the Vringo Board of Directors and its Reasons for the Merger     65  
Opinion of Etico Capital to the Vringo Board of Directors     66  
Board of Directors, Executive Officers and Key Employees of the Combined Company After the Completion of the Merger     73  
Interests of Vringo Directors and Executive Officers in the Merger     73  
Anticipated Accounting Treatment     75  
Tax Treatment of the Merger     75  
Regulatory Approvals Required for the Merger     75  
Restrictions on Sales of Shares of Vringo Common Stock Received by Innovate/Protect Stockholders in the Merger     75  
Appraisal Rights     76  
NYSE Amex Listing of Vringo Common Stock     76  
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER     77  
THE MERGER AGREEMENT     80  
Terms of the Merger     80  
Completion of the Merger     80  
Certificate of Incorporation; Bylaws; Directors and Officers     80  
Merger Consideration     81  
Exchange of Innovate/Protect Stock Certificates     82  
Representations and Warranties     82  
Material Adverse Effect     82  
Certain Covenants of the Parties     84  
No Solicitation     85  
Board Recommendations     86  
Approval of Stockholders     87  
Indemnification of Directors and Officers     87  
Conditions to the Completion of the Merger     87  
Termination of the Merger Agreement     88  
Termination Fees and Expenses     88  
Amendments     89  
Governing Law     89  
INFORMATION ABOUT THE COMPANIES     90  
Vringo, Inc     90  
Innovate/Protect, Inc.     91  
VIP Merger Sub, Inc.     91  
THE ANNUAL MEETING OF VRINGO STOCKHOLDERS     92  
Date, Time and Place     92  
Purpose of the Vringo Annual Meeting     92  
Vringo Record Date; Shares Entitled to Vote     92  
Quorum     92  
Required Vote     92  
Counting of Votes; Treatment of Abstentions and Incomplete Proxies     93  
Voting by Vringo Directors and Executive Officers     93  
Voting of Proxies by Registered Holders     94  
Shares Held in Street Name     94  
Revocability of Proxies and Changes to a Vringo Stockholder’s Vote     94  

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Solicitation of Proxies     95  
Delivery of Proxy Materials to Households Where Two or More Vringo Stockholders Reside     95  
Attending the Vringo Annual Meeting     95  
VRINGO PROPOSALS     96  
Vringo Proposal No. 1: Approval of the Issuance of Vringo Common Stock and Preferred Stock and Warrants in Connection with the Merger     96  
Vringo Proposal No. 2: Approval of an Amendment to Vringo’s Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split of Vringo Common Stock     98  
Vringo Proposal No. 3: Approval of an Amendment to Vringo’s Amended and Restated Certificate of Incorporation to Increase the Number of Shares of Common Stock Authorized for Issuance from 28,000,000 to up to a maximum of 150,000,000     104  
Vringo Proposal No. 4: Election of Directors     105  
Vringo Proposal No. 5: Approval of the Vringo, Inc. 2012 Employee, Director and Consultant Equity Incentive Plan     106  
Vringo Proposal No. 6: Ratification of the Appointment of Vringo’s Independent Registered Public Accounting Firm     111  
Vringo Proposal No. 7: Approval of the Adjournment of the Vringo Annual Meeting, if Necessary, to Solicit Additional Proxies if There Are Not Sufficient Votes in Favor of the Vringo Merger Proposals     112  
VRINGO’S BUSINESS     113  
VRINGO’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     119  
INNOVATE/PROTECT’S BUSINESS     132  
INNOVATE/PROTECT’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     138  
MANAGEMENT OF THE COMBINED COMPANY FOLLOWING THE MERGER     145  
Executive Officers and Directors     145  
Composition of the Board and Director Independence     148  
Committees of the Board of Directors     149  
Board Leadership Structure, Executive Sessions of Non-Management Directors     150  
Risk Oversight     150  
Code of Ethics     150  
Section 16(a) Beneficial Ownership Reporting Compliance     150  
Related Person Transactions     151  
Director Compensation     151  
Executive Compensation     153  
VRINGO SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT     157  
INNOVATE/PROTECT SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT     158  
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF THE COMBINED COMPANY FOLLOWING THE MERGER     160  

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Annexes

Annex A — The Merger Agreement
Annex B — Form of Certificate of Amendment to Effect a Reverse Stock Split
Annex C — Form Certificate of Amendment to Effect an Increase in Authorized Shares
Annex D — Vringo, Inc. 2012 Employee, Director and Consultant Equity Incentive Plan
Annex E — Form of Certificate of Designations, Preferences and Rights of Series A Convertible
Preferred Stock
Annex F — Form of Series 1 Warrant
Annex G — Form of Series 2 Warrant
Annex H — Opinion of Etico Capital, a division of Olympus Securities LLC

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE VRINGO ANNUAL MEETING

The following are some questions that you, as a stockholder of Vringo, Inc. (“Vringo”), may have regarding the Merger (as defined below) or the Vringo annual meeting, together with brief answers to those questions. Vringo urges you to read carefully the remainder of this proxy statement/prospectus, including the annexes and other documents referred to in this proxy statement/prospectus, because the information in this section may not provide all of the information that might be important to you with respect to the Merger or the Vringo annual meeting.

When this proxy statement/prospectus refers to the combined company, it means Vringo and its subsidiaries and Innovate/Protect, Inc. (“Innovate/Protect”) and its subsidiaries, collectively.

Q: What is the Merger?
A: Vringo and Innovate/Protect have entered into an Agreement and Plan of Merger, dated as of March 12, 2012 (as may be amended or modified, the “Merger Agreement”), that sets forth the terms and conditions of the proposed business combination of Vringo and Innovate/Protect. Under the Merger Agreement, Innovate/Protect will merge with and into VIP Merger Sub, Inc., a wholly-owned subsidiary of Vringo (the “Merger Sub”), with Merger Sub surviving as a wholly-owned subsidiary of Vringo (the “Merger”). A complete copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.
Q: Why is Vringo proposing to effect the Merger?
A: The board of directors of Vringo has unanimously approved the Merger Agreement and the Merger. The combination of the two companies will substantially increase Vringo’s intellectual property portfolio, add significant talent in technological innovation, and position Vringo to enhance its opportunities for revenue generation through the monetization of the combined company’s assets, including a potential successful outcome of Innovate/Protect’s litigation against Google, Inc. and the owners of other online search engines.
Q: Why am I receiving these materials?
A: Vringo is sending these materials to its stockholders to help them decide how to vote their shares of Vringo common stock with respect to the Merger and the other matters to be considered at the annual meeting.

This document serves as both a proxy statement of Vringo used to solicit proxies for its annual meeting and as a prospectus of Vringo used to offer shares of Vringo common stock, preferred stock and warrants to purchase common stock (including the shares of common stock issuable upon conversion of the preferred stock and exercise of the warrants) issuable to Innovate/Protect stockholders and warrantholder in connection with the Merger. This proxy statement/prospectus contains important information about the Merger and the Vringo annual meeting and you should read it carefully.

Q: What will Innovate/Protect stockholders receive in the Merger?
A: Pursuant to the terms of the Merger Agreement, upon completion of the Merger, (i) each share of then-outstanding common stock of Innovate/Protect (other than shares held by Vringo, Innovate/Protect or any of their respective subsidiaries, which will be cancelled at the completion of the Merger) will be automatically converted into the right to receive the number of shares of Vringo common stock multiplied by the Common Stock Exchange Ratio (as defined below) and (ii) each share of then-outstanding Series A Convertible Preferred Stock of Innovate/Protect, or Innovate/Protect preferred stock (total 6,818 shares outstanding), (other than shares held by Vringo, Innovate/Protect or any of their respective subsidiaries, which will be cancelled at the completion of the Merger) will be automatically converted into the right to receive the same number of shares of Vringo Series A Convertible Preferred Stock, or Vringo preferred stock, which 6,818 shares, as of April 5, 2012, shall be initially convertible into an aggregate of 20,573,998 shares of Vringo common stock (or at current conversion rate of 3,017.6). The Common Stock Exchange Ratio initially is 3.0176, which is subject to adjustment in the

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event of a reverse stock split to provide the holders of shares of Innovate/Protect capital stock with the same economic benefit as contemplated by the Merger Agreement prior to any such reverse stock split. In addition, at the effective time of the Merger, Vringo will issue to the holders of Innovate/Protect capital stock and the holder of Innovate/Protect’s issued and outstanding warrant to purchase 250,000 shares of Innovate/Protect common stock (on a pro rata as-converted basis) an aggregate of 15,959,838 warrants to purchase an aggregate of 15,959,838 shares of Vringo common stock with an exercise price of $1.76 per share, each subject to equitable adjustment in the event of a reverse stock split. The issued and outstanding warrant to purchase 250,000 shares of Innovate/Protect common stock will be exchanged for 250,000 shares of Vringo common stock and 850,000 warrants to purchase 850,000 shares of Vringo common stock with an exercise price of $1.76 per share, each subject to an equitable adjustment in the event of a reverse stock split. In addition, the aggregate number of shares of Vringo common stock and the aggregate number of warrants (and the aggregate number of shares of Vringo common stock that may be purchased upon exercise thereof) to be issued in exchange for the issued and outstanding warrant of Innovate/Protect shall each be ratably adjusted to give effect to any partial exercise of such warrant prior to the effective time of the Merger. Finally, at the effective time of the Merger, all outstanding and unexercised options to purchase Innovate/Protect common stock, whether vested or unvested, will be converted into options to purchase Vringo common stock with the number of shares subject to and the exercise price applicable to such options being appropriately adjusted based on the Common Stock Exchange Ratio. Immediately following the completion of the Merger, the former stockholders of Innovate/Protect are expected to own approximately 56.05% of the outstanding common stock of the combined company and the current stockholders of Vringo are expected to own approximately 43.95% of the outstanding common stock of the combined company (without taking into account any shares of Vringo common stock held by Innovate/Protect stockholders prior to the completion of the Merger and without giving effect to shares of Vringo common stock issuable upon conversion of the Vringo preferred stock or the exercise of warrants and options). On a fully diluted basis, the stockholders of Innovate/Protect are expected to own approximately 67.55% of the outstanding capital stock of the combined company and current stockholders of Vringo are expected to own approximately 32.45% of the outstanding capital stock of the combined company.

No fractional shares of Vringo common or preferred stock will be issued to Innovate/Protect stockholders in connection with the Merger. Instead, Innovate/Protect stockholders will be entitled to receive the next highest number of whole shares of Vringo common or preferred stock in lieu of any fractional shares of Vringo common or preferred stock that they would otherwise be entitled to receive in connection with the Merger.

For a more complete discussion of what Innovate/Protect stockholders will receive in connection with the Merger, see the sections entitled “The Merger — What Innovate/Protect Stockholders Will Receive in the Merger,” “The Merger — Ownership of the Combined Company After the Completion of the Merger” and “The Merger Agreement — Merger Consideration” beginning on pages 59, 60 and 81, respectively.

Q: How will Vringo stockholders be affected by the Merger?
A: The Merger will have no effect on the number of shares of Vringo common stock held by current Vringo stockholders as of immediately prior to the completion of the Merger (subject to any changes in outstanding shares of Vringo common stock as a result of the proposed reverse stock split described in the Reverse Stock Split Proposal below). However, it is expected that upon completion of the Merger such shares will represent only an aggregate of approximately 32.45% of the outstanding shares of common stock of the combined company calculated on a fully diluted basis (without taking into account shares of Vringo common stock held by Innovate/Protect stockholders prior to the completion of the Merger).

For example, if you are a Vringo stockholder and hold 5% of the outstanding shares of Vringo common stock calculated on a fully diluted basis immediately prior to the completion of the Merger and do not also hold shares of Innovate/Protect capital stock or warrants, then upon completion of the Merger you will hold an aggregate of approximately 1.62% of the outstanding shares of common stock of the combined company calculated on a fully diluted basis as of immediately following the completion of the Merger.

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Q: Are the Exchange Ratios subject to adjustments based on fluctuations in the price of Vringo common stock or value of Innovate/Protect capital stock?
A: No. The Common Stock Exchange Ratio initially is 3.0176, subject to adjustment, such as for stock splits, as set forth in the Merger Agreement. There will be no adjustments to the Common Stock Exchange Ratio based on fluctuations in the price of Vringo common stock or the value of Innovate/Protect capital stock prior to the completion of the Merger. As a result of any such fluctuations in stock price or value, the aggregate market value of the shares of Vringo common stock that the Innovate/Protect stockholders are entitled to receive at the time that the Merger is completed could vary significantly from the value of such shares on the date of this proxy statement/prospectus, the date of the Vringo annual meeting or the date on which the Innovate/Protect stockholders actually receive their shares of Vringo common stock or Vringo preferred stock.

On March 14, 2012, the trading day of the announcement of the Merger, the last reported sale price of Vringo’s common stock was $1.84, for an aggregate market value of Vringo of $25.5 million, or $48.7 million on a fully diluted basis. On ______________, 2012, the latest practicable date before the printing of this proxy statement/prospectus, the last reported sale price of Vringo’s common stock was $_______, for an aggregate market value of Vringo of $______, or $______ on a fully diluted basis. Assuming the issuance on such date of an aggregate of 17,675,617 shares of Vringo common stock based on a Common Stock Exchange Ratio of 3.0176, an aggregate of 6,818 shares of Vringo preferred stock and an aggregate of 16,809,838 of Vringo warrants, if the Merger was completed on such date, the market value attributable to the shares of Vringo common stock to be issued to Innovate/Protect’s stockholders in the aggregate, or approximately _______% of the outstanding shares of the combined company calculated on a fully diluted basis, would equal $______.

For a more complete discussion of the Common Stock Exchange Ratio, see the section entitled “The Merger — What Innovate/Protect Stockholders Will Receive in the Merger” beginning on page 59.

Q: What will holders of Innovate/Protect warrants and stock options receive in the Merger?
A: At the effective time of the Merger, Vringo will issue to the holders of Innovate/Protect capital stock and the holder of Innovate/Protect’s issued and outstanding warrant to purchase 250,000 shares of Innovate/Protect common stock (on a pro rata as-converted basis) an aggregate of 15,959,838 warrants to purchase an aggregate of 15,959,838 shares of Vringo common stock with an exercise price of $1.76 per share. The issued and outstanding warrant to purchase 250,000 shares of Innovate/Protect common stock will be exchanged for 250,000 shares of Vringo common stock and 850,000 warrants to purchase 850,000 shares of Vringo common stock with an exercise price of $1.76 per share, each subject to equitable adjustment in the event of a reverse stock split.

At the effective time of the Merger, each Innovate/Protect stock option, whether vested or unvested, will be converted into and become an option to purchase Vringo common stock and Vringo will assume such Innovate/Protect stock option in accordance with the terms of the Innovate/Protect 2011 Equity Incentive Plan. After the effective time of the Merger, (a) each Innovate/Protect stock option assumed by Vringo may be exercised solely for shares of Vringo common stock and (b) the number of shares of Vringo common stock and the exercise price subject to each Innovate/Protect stock option assumed by Vringo shall be determined by the Common Stock Exchange Ratio. As of April 5, 2012, the outstanding and unexercised Innovate/Protect stock options to purchase 13,646 shares of Innovate/Protect common stock, whether vested or unvested, will be converted into and become options to purchase an aggregate of 41,178 shares of Vringo common stock at an exercise price of $0.994 per share.

For a more complete discussion of what holders of Innovate/Protect stock options and warrants will receive in connection with the Merger, see the section entitled “The Merger — Treatment of Innovate/Protect Stock Options and Warrants” beginning on page 60.

Q: How will the Merger affect Vringo’s business?
A: Vringo will undergo changes in connection with the Merger. Currently, Vringo is engaged in developing software platforms and applications for mobile phones (as more fully discussed in the section entitled “Vringo’s Business — Overview” beginning on page 113). Following the Merger, Vringo will maximize

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the economic benefits of its intellectual property portfolio, add significant talent in technological innovation, and potentially enhance its opportunities for revenue generation through the monetization of the combined company’s assets, including patents owned by Innovate/Protect and the outcome of the litigation against online search companies. In addition, as a result of the Merger, former Innovate/Protect stockholders will possess majority control of the combined company and members of Innovate/Protect’s current board of directors will possess majority control of the board of directors of the combined company.

Both Vringo and Innovate/Protect expect to undergo changes in connection with the Merger. Currently, Vringo is engaged in developing software platforms and applications for mobile devices. Innovate/Protect maximizes, for inventors and investors, the economic benefits of intellectual property assets through acquiring or internally developing patents or other intellectual property assets.

The Merger will create a company with enhanced technology capabilities to create, build and deliver mobile applications and services to its handset and mobile operator partners as well as directly to consumers. We believe that the value of each company’s intellectual property portfolio will be enhanced through the combined company’s ability to license and enforce its intellectual property rights.

We expect that the combined company will have two key areas of operation:

delivery and monetization of mobile social applications, and
maximization of the economic benefits of intellectual property.

Vringo has developed a platform for the distribution of mobile applications. Vringo believes that its technology and business relationships will allow it to distribute new applications and services through:

mobile operators,
handset makers, and
application storefronts.

Vringo has succeeded in licensing its software to two of the four largest handset makers in the world, ZTE and Nokia. Vringo has also launched services with mobile operators such as Verizon, NTTDocomo, Etisalat, Axiata, Orange (Everything Everywhere), Tata Docomo, Vodafone and Maxis. Through the Merger, Vringo adds a technology development leadership team that we believe will develop products that we believe will continue to represent the next stage in the evolution of the mobile content and mobile social applications market.

To date, Vringo has filed over 24 patent applications, and three patents have been granted by the USPTO. Additionally, Vringo has received a notice of allowance for one patent in Europe. Through the Merger, Vringo will own patent assets acquired from Lycos, Inc. Vringo intends to expand its intellectual property portfolio through both internal development and acquisition. The experience and liquidity of the combined company will enable Vringo to expand on that portfolio as well as create additional intellectually property internally. Vringo intends to monetize its intellectual property through:

licensing,
strategic partnerships, and
litigation.

For a more complete discussion of the existing businesses of Vringo and Innovate/Protect, see the sections entitled “Vringo’s Business,” “Vringo’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Innovate/Protect’s Business,” and “Innovate/Protect’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 113, 119, 132, and 138, respectively. In addition, you should carefully review the section entitled “Risk Factors” beginning on page 38, which presents risks and uncertainties related to the Merger, the combined company following the completion of the Merger, and the business and operations of each of Vringo and Innovate/Protect.

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Q: Does Innovate/Protect have debt that will become an obligation of the combined company following the Merger?
A: Innovate/Protect is obligated under a senior secured note payable to its principal stockholder Hudson Bay with an outstanding balance of $3,200,000 as of December 31, 2011. The senior secured note accrues interest at 0.46% per annum and matures on June 22, 2014. Hudson Bay has the option of requiring Innovate/Protect to redeem up to $2,000,000 aggregate principal of the senior secured note beginning March 22, 2012. Pursuant to a letter agreement dated March 12, 2012, by and between Innovate Protect and Hudson Bay, Hudson Bay agreed not to exercise its right of redemption until the earlier of (i) any termination of the Merger Agreement pursuant to the terms of the Merger Agreement or (ii) the effective time of the Merger; provided that if the Merger is consummated, the note will be amended and restated and the holder may exercise any and all rights and remedies pursuant to such amended and restated note delivered at the closing of the Merger, including with respect to any optional redemption provisions contained therein. Innovate/Protect has granted Hudson Bay a security interest in all of its tangible and intangible personal property (including the Lycos’s patents) to secure its obligations under the senior secured note. In connection with the Merger, the senior secured note will become an obligation of the combined company and Vringo will guaranty the obligations under the senior secured note. For a more complete discussion of the outstanding indebtedness of Innovate/Protect, see the sections entitled “Innovate/Protect’s Business — Relationship with Hudson Bay Master Fund Ltd.,” and “Innovate/Protect’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 136 and 138, respectively. In addition, you should carefully review the section entitled “Risk Factors” beginning on page 38, which describes the risks of guarantying the Innovate/Protect debt.
Q: Will the shares of Vringo common stock and preferred stock received by Innovate/Protect stockholders in the Merger be subject to any transfer restrictions?
A: Yes. Pursuant to a letter agreement between Vringo and Hudson Bay Master Fund Ltd., or Hudson Bay, Hudson Bay is prohibited from selling Merger Shares (as hereinafter defined) at a price lower than $2.00 per share (as adjusted for stock splits, stock dividends, stock combinations or other similar transactions) to the extent that the sale of such shares on any trading day is in excess of the greater of (i) 15% of the daily trading volume of all shares of Vringo common stock traded on such trading day, and (ii) 5,000 Merger Shares (as adjusted for stock splits, stock dividends, stock combinations or other similar transactions). “Merger Shares” means (i) shares of Vringo common stock issued to Hudson Bay pursuant to the Merger Agreement, (ii) shares of Vringo common stock issued upon exercise of any Series 1 Warrants or Series 2 Warrants issued to Hudson Bay pursuant to the Merger Agreement, and (iii) shares of Vringo common stock issued upon conversion of the Vringo preferred stock. This restriction is in place from the closing date until the date upon which Vringo gives notice of termination to Hudson Bay. In exchange, from the closing date until 30 days after Vringo terminates the transfer restriction described above, Vringo will not, directly or indirectly, subject to certain exceptions, effect any Subsequent Placement (as hereinafter defined) unless Vringo has provided notice to Hudson Bay and offered to issue and sell to Hudson Bay 25% of the securities being offered in such Subsequent Placement. “Subsequent Placement” means, subject to certain exceptions, any direct or indirect offer, sale (including any sale of any option to purchase or other disposition of) of any of Vringo’s or its subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for common stock or common stock equivalents.

In addition to the restrictions on transfer, sale, or encumbrance discussed in the preceding paragraph, shares of Vringo common stock and preferred stock received by Innovate/Protect stockholders who become affiliates of Vringo for purposes of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), may be resold by them only in transactions permitted by Rule 144 or as otherwise permitted under the Securities Act.

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For a more complete discussion of the restrictions on sales of shares of Vringo common stock received by Innovate/Protect stockholders in the Merger, see the section entitled “The Merger — Restrictions on Sales of Shares of Vringo Common Stock Received by Innovate/Protect Stockholders in the Merger” beginning on page 75.

Q: What was the role of the Vringo board of directors in connection with the Merger?
A: In addition to reviewing, evaluating and negotiating the terms and conditions of the Merger and considering the interests of Vringo’s directors and executive officers in the Merger, the Vringo board of directors conducted a review of all strategic alternatives for Vringo in an effort to maximize stockholder value, including continuing Vringo as a stand-alone publicly traded company and entering into strategic transactions with number of other operating companies.

The Vringo board of directors recommends that the Merger Agreement and the transactions contemplated thereby, including the Merger, be approved by the stockholders of Vringo. The Vringo board of directors made its recommendation to the Vringo stockholders after considering the factors described in the section entitled “The Merger — Recommendations of the Vringo Board of Directors and its Reasons for the Merger.”

Q: What proposals are Vringo stockholders being asked to consider?
A: As a condition to the completion of the Merger, Vringo stockholders must approve (i) the Merger, including, but not limited to the issuance of shares of Vringo common stock and preferred stock and warrants (including the shares of common stock issuable upon conversion of the preferred stock and exercise of the warrants, as applicable) to the Innovate/Protect stockholders and warrantholder in connection with the Merger (the “Securities Issuance Proposal”), which approval requires the affirmative vote of the holders of a majority of the shares of Vringo common stock present and entitled to vote on the matter either in person or by proxy at the Vringo annual meeting, (ii) an amendment to the Vringo amended and restated certificate of incorporation (the “Vringo’s Certificate”) to effect a reverse stock split of Vringo issued and outstanding common stock within the range of one-for-two to one-for-four (with the exact amount to be determined by Innovate/Protect prior to the completion of the Merger) (the “Reverse Stock Split Proposal”), which approval requires the affirmative vote of the holders of a majority of the shares of Vringo common stock outstanding and entitled to vote on the matter, and (iii) an amendment to Vringo’s Certificate to increase the number of authorized shares of Vringo common stock from 28,000,000 to up to a maximum of 150,000,000 shares (with the exact amount to be determined by Innovate/Protect prior to the completion of the Merger) (the “Authorized Shares Increase Proposal”), which approval requires the affirmative vote of the holders of a majority of the shares of Vringo common stock outstanding and entitled to vote on the matter. In addition, Vringo stockholders are being asked to (i) elect seven (7) director nominees to the Vringo board of directors as specified in “Vringo Proposal No. 4: Election of Directors” to serve until the next annual meeting of the Vringo stockholders or until their successors are duly elected and qualify or until their earlier death, resignation or removal, which election shall be subject to the closing of the Merger (the “Election of Directors Proposal”), (ii) to approve the Vringo, Inc. 2012 Employee, Director and Consultant Equity Incentive Plan (the “2012 Equity Incentive Plan,” which is described in the section entitled “Vringo Proposal No. 5: Approval of the 2012 Equity Incentive Plan” and attached to this proxy statement/prospectus as Annex D (the “2012 Equity Incentive Plan Proposal”) and (iii) to ratify the appointment of _____________ as Vringo’s independent registered public accounting firm for the fiscal year ending December 31, 2012 (the “Ratification of the Appointment of Vringo’s Independent Registered Public Accounting Firm Proposal”). The Securities Issuance Proposal, the Reverse Stock Split Proposal, and the Authorized Shares Increase Proposal are collectively referred to herein as the “Vringo Merger Proposals.”
Q: What stockholder approvals are required for the adjournment of the Vringo annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Vringo Merger Proposals?
A: The holders of a majority of the shares of Vringo common stock present and entitled to vote either in person or by proxy at the Vringo annual meeting must vote in favor of any adjournment of the Vringo annual meeting.

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Q: What conditions must be satisfied or waived to complete the Merger?
A: In order to complete the Merger, each of the closing conditions contained in the Merger Agreement must be satisfied or waived (to the extent permitted by applicable law). Among the closing conditions is the requirement that (i) the stockholders of each of Vringo and Innovate/Protect have approved the Merger and the Merger Agreement; (ii) this proxy statement/prospectus has become effective; (iii) the shares of Vringo common stock to be issued in the Merger have been approved for listing on the NYSE Amex; (iv) Vringo or Innovate/Protect, as applicable, shall have entered into certain agreements amending and restating the existing indebtedness of Innovate/Protect; (v) the representations and warranties of each party contained in the Merger Agreement are true and correct in all material respects; (vi) each party shall have performed or complied in all material respects with all agreements and covenants under the Merger Agreement; (vii) the receipt of all necessary consents and approvals; (viii) the absence of an Innovate/Protect Material Adverse Effect or a Vringo Material Adverse Effect (as each term is defined in the Merger Agreement), as the case may be; (ix) Vringo shall have received written resignations from all of the directors and officers of Innovate/Protect and its subsidiaries; (x) a letter agreement between Vringo and Hudson Bay, providing for, among other things, restrictions on the number of shares of Vringo common stock that Hudson Bay may sell and a right of Hudson Bay to participate in up to 25% of certain offerings conducted by Vringo shall be effective, (x) since the date of the Merger Agreement, (a) neither Innovate/Protect nor any of its subsidiaries has (A) settled, discharged or released any of its claims, causes of action, or defenses in that certain lawsuit captioned I/P Engine, Inc. v. AOL, Inc., Civ. Action No. 2:11-cv-512, filed in United States District Court for the Eastern District of Virginia, Norfolk Division on September 15, 2011 (the “Litigation”) nor (B) assigned, promised, transferred, conveyed, encumbered, or granted a security interest in any of those claims and (b) there has been no dismissal (including, without limitation, by motion to dismiss or summary judgment) of the Litigation; (xi) holders of no more than 10% of the issued and outstanding Innovate/Protect capital stock shall have demanded and perfected their right to an appraisal of Innovate/Protect capital stock under the Delaware General Corporation Law; and (xii) neither U.S. Patent Nos. 6,314,420 nor 6,775,664, held by Innovate/Protect or any of its subsidiaries, shall, as of the closing of the Merger, be held unpatentable, invalid or unenforceable by an unappealed or unappealable judgment of a court of competent jurisdiction.

For a more complete discussion of the conditions to the completion of the Merger under the Merger Agreement, see the section entitled “The Merger Agreement — Conditions to the Completion of the Merger” beginning on page 87.

Q: What is the reverse stock split and why is it necessary?
A: If necessary to continue to list Vringo’s securities on the NYSE Amex, it is expected that immediately prior to the effective time of the Merger (the “Effective Time”), Vringo will effect a reverse stock split within the range of one-for-two to one-for-four (with the exact ratio to be determined immediately prior to the completion of the Merger). The Vringo board of directors believes that stockholder approval of an amendment granting this discretion, rather than approval of a specified ratio, provides the appropriate flexibility to react to then-current market conditions and NYSE Amex’s requirements for continued listing therefore, is in the best interests of Vringo and its stockholders. In addition, Vringo may elect not to undertake a reverse stock split. The Merger constitutes a “reverse merger” under applicable rules and regulations established by the NYSE Amex, which requires the combined company to comply with the initial listing standards of the rules and regulations established by NYSE Amex to continue to be listed on such market following the Merger. Vringo common stock is required to be listed on the NYSE Amex as a condition to closing the Merger. The NYSE Amex’s initial listing standards require a company to have, among other things, a $3.00 per share minimum bid price. Because the per share price of Vringo common stock may be less than $3.00, the reverse stock split may be necessary to meet the minimum bid listing requirement.
Q: Why is Vringo seeking to amend Vringo’s Certificate to increase the number of authorized shares of its common stock?
A: In addition to the securities to be issued pursuant to the Merger, the Vringo board of directors desires to have additional shares available to provide flexibility to use its capital stock for business and financial purposes in the future. The approval of an amendment to Vringo’s Certificate to increase the number of

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authorized shares of Vringo common stock (which is the subject of the Authorized Shares Increase Proposal) is one of the conditions to the completion of the Merger.
Q: Who will be the directors of Vringo if the Merger does not close?
A: The election of the seven (7) director nominees is contingent upon the approval of the Merger by the stockholders and the completion of the Merger. If the Merger is not approved by the Vringo stockholders or the Merger does not close, then the current directors of Vringo will continue in office and Vringo will hold another stockholders meeting to elect directors.
Q: When does Vringo expect to complete the Merger?
A: Vringo expects to complete the Merger as soon as possible following the approval of the Vringo Merger Proposals at the annual meeting, assuming the satisfaction or waiver of all other closing conditions contained in the Merger Agreement. It is possible, therefore, that factors outside of each company’s control could require Vringo to complete the Merger at a later time or not complete it at all.
Q: How does the Vringo board of directors recommend that Vringo stockholders vote with respect to each of the proposals and the adjournment of the Vringo annual meeting?
A: The Vringo board of directors unanimously recommends that the Vringo stockholders vote FOR the Securities Issuance Proposal, FOR the Reverse Stock Split Proposal, FOR the Authorized Shares Increase Proposal, FOR the election of the seven (7) director nominees as set forth in the Election of Directors Proposal, FOR the approval of the 2012 Equity Incentive Plan Proposal, FOR the Ratification of the Appointment of Vringo’s Independent Registered Public Accounting Firm Proposal and FOR the adjournment of the Vringo annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Vringo Merger Proposals. The Vringo board of directors made its recommendation after considering the factors described in this proxy statement/prospectus.
Q: What risks should I consider in deciding whether to vote in favor of the Vringo Merger Proposals?
A: You should carefully review the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page 38, which presents risks and uncertainties related to the Merger, the combined company, and the business and operations of each of Vringo and Innovate/Protect.
Q: What are the material federal income tax consequences of the Merger to me?
A: The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). As a result of the reorganization, Vringo stockholders generally will not recognize gain or loss for U.S. federal income tax purposes as a result of the Merger.

The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. As a result of the “reorganization,” Innovate/Protect stockholders generally will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of their shares of Innovate/Protect capital stock for the equity securities of Vringo in connection with the Merger. However, an Innovate/Protect stockholder who perfects appraisal rights and receives cash in exchange for such stockholder’s Innovate/Protect capital stock will recognize gain or loss measured by the difference between the amount of cash received and such stockholder’s adjusted tax basis in those shares. Vringo stockholders generally will not recognize gain or loss for U.S. federal income tax purposes as a result of the Merger.

Tax matters are very complicated, and the tax consequences of the Merger to a particular Vringo or Innovate/Protect stockholder will depend in part on such stockholder’s circumstances. Accordingly, Vringo and Innovate/Protect urge you to consult your own tax advisor for a full understanding of the tax consequences of the Merger to you, including the applicability and effect of federal, state, local and foreign income and other tax laws. For a more complete discussion of the material U.S. federal income tax consequences of the Merger, see the section entitled, “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 77.

Q: Do I have appraisal rights in connection with the Merger?
A: Under the Delaware General Corporation Law, (the “DGCL”), holders of Vringo common stock are not

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entitled to appraisal rights in connection with the Merger or the proposals described in this proxy statement/prospectus. Under the DGCL, however, holders of Innovate/Protect capital stock may be entitled to appraisal rights in connection with the Merger.
Q: When and where will the Vringo annual meeting take place?
A: The Vringo annual meeting will be held on ___________, 2012 at 10:00 a.m., local time, at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., the Chrysler Center, 666 Third Avenue, 32nd floor, New York, New York 10017.
Q: Who can attend and vote at the stockholder meetings?
A: All Vringo stockholders of record as of the close of business on _______________, 2012, the record date for the Vringo annual meeting, are entitled to receive notice of and to vote at the Vringo annual meeting.
Q: What do I need to do now and how do I vote?
A: Vringo urges you to read this proxy statement/prospectus carefully, including its annexes, and to consider how the Merger may affect you.

If you are a Vringo stockholder, you may vote by telephone or through the Internet by following the instructions included on your proxy card, you may indicate on the enclosed proxy card how you would like to vote, sign and return the proxy card in the enclosed postage-paid envelope, or you may attend the Vringo annual meeting in person. Please provide your proxy instructions only once and as soon as possible so that your shares can be voted at the Vringo annual meeting.

If you hold your shares in “street name,” please refer to your proxy card or the information forwarded by your broker or other nominee to see which options are available to you.

Q: What happens if I do not submit my proxy or if I elect to abstain from voting?
A: If you are a Vringo stockholder and you fail to submit your proxy (i) through the Internet, (ii) by telephone or (iii) by marking, signing and dating the enclosed proxy card and returning it in the enclosed postage-paid envelope, your shares will not be counted as present for the purpose of determining the presence of a quorum, which is required to transact business at the Vringo annual meeting, and your failure to take action will have no effect on the outcome of Vringo Proposal Nos. 1 (Securities Issuance Proposal), 4 (Election of Directors Proposal), 5 (2012 Equity Incentive Plan Proposal), 6 (Ratification of the Appointment of Vringo’s Independent Registered Public Accounting Firm Proposal) and 7 (adjournment to solicit additional proxies, if necessary). However, such failure to take action will have the same effect as voting AGAINST Vringo Proposal Nos. 2 (Reverse Stock Split Proposal) and 3 (Authorized Shares Increase Proposal).

If you are a Vringo stockholder and you sign, date, and mail your proxy card without indicating how you wish to vote, your proxy will be counted as present for the purpose of determining the presence of a quorum for the Vringo annual meeting and all of your shares will be voted FOR Vringo Proposal Nos. 1, 2, 3, 4, 5, 6 and 7. However, if you submit a proxy card and affirmatively elect to abstain from voting, your proxy will be counted as present for the purpose of determining the presence of a quorum for the Vringo annual meeting, but will not be voted at the Vringo annual meeting. As a result, your abstention will have the same effect as voting AGAINST Vringo Proposal Nos. 1, 2, 3, 5 and 7 and will have no effect on Vringo Proposal Nos. 4 and 6.

Q: If my Vringo shares are held in “street name” by a broker or other nominee, will my broker or nominee vote my shares for me?
A: If your Vringo shares are held in “street name” in a stock brokerage account or by another nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Vringo or by voting in person at the Vringo annual meeting unless you provide a legal proxy, which you must obtain from your broker or other nominee that holds your shares giving you the right to vote the shares in person at the Vringo annual meeting.

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Q: May I vote in person?
A: If you are a stockholder of Vringo and your shares of Vringo common stock are registered directly in your name with Vringo’s transfer agent, you are considered, with respect to those shares, the stockholder of record, and the proxy materials and proxy card are being sent directly to you by Vringo. If you are a Vringo stockholder of record, you may attend the Vringo annual meeting and vote your shares in person, rather than submitting your proxy.

If your shares of Vringo common stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you are also invited to attend the Vringo annual meeting. However, since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the Vringo annual meeting unless you obtain a legal proxy from the broker or other nominee that holds your shares giving you the right to vote the shares in person at the Vringo annual meeting.

Q: May I revoke or change my vote after I have provided proxy instructions?
A: Yes. You may revoke or change your vote at any time before your proxy is voted at the Vringo annual meeting. You can do this in one of four ways. First, you can send a written notice to Vringo stating that you would like to revoke your proxy. Second, you can submit a duly executed proxy bearing a later date or time than that of the previously submitted proxy. Third, you can submit a later dated vote by the Internet or telephone. Fourth, you can attend the Vringo annual meeting and vote in person. Your attendance alone at the Vringo annual meeting will not revoke your proxy. If you are a Vringo stockholder and have instructed a broker or other nominee to vote your shares, you must follow directions received from your broker or other nominee in order to change those instructions.

If you are a beneficial owner of Vringo common stock, you may submit new voting instructions by contacting your broker or other nominee. You also may vote in person if you obtain a legal proxy. All shares that have been properly voted and not revoked will be voted at the Vringo annual meeting.

Q: What constitutes a quorum?
A: Stockholders who hold a majority of the shares of Vringo common stock outstanding as of the close of business on the record date for the Vringo annual meeting must be present either in person or by proxy in order to constitute a quorum to conduct business at the Vringo annual meeting.
Q: Who is paying for this proxy solicitation?
A: Vringo will bear its own cost and expense of preparing, assembling, printing, and mailing this proxy statement/prospectus, any amendments thereto, the proxy card, and any additional information furnished to the Vringo stockholders. Vringo will bear any fees paid to the Securities and Exchange Commission (“SEC”). Vringo may also reimburse brokerage houses and other custodians, nominees and fiduciaries for their costs of soliciting and obtaining proxies from beneficial owners, including the costs of reimbursing brokerage houses and other custodians, nominees and fiduciaries for their costs of forwarding this proxy statement/prospectus and other solicitation materials to beneficial owners. In addition, proxies may be solicited without additional compensation by directors, officers and employees of Vringo by mail, telephone, fax, or other methods of communication.

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Q: Whom should I contact if I have any questions about the Merger or the Vringo annual meeting?
A: If you have any questions about the Merger, the Vringo annual meeting, or if you need assistance in submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact Vringo.

If you are a Vringo stockholder you should contact Vringo at the address and telephone number listed below:

Vringo, Inc.
44 W. 28th Street, Suite 1414
New York, New York 10001
Attn: Corporate Secretary
(646) 525-4319

This proxy statement/prospectus, a form of proxy card and Vringo’s Annual Report to Stockholders for 2011 are available on the Internet at https://materials.proxyvote.com/92911N.

Q: What happens if I sell my shares after the applicable record date but before the applicable annual meeting?
A: If you transfer your Vringo common stock after the applicable record date but before the date of the applicable meeting, you will retain your right to vote at the annual meeting (provided that such shares remain outstanding on the date of the applicable meeting).
Q: What do I do if I receive more than one proxy statement/prospectus or set of voting instructions?
A: If you hold shares directly as a record holder and also in “street name” or otherwise through a nominee, you may receive more than one proxy statement/prospectus and/or set of voting instructions relating to the Vringo annual meeting. These should each be voted and/or returned separately in order to ensure that all of your shares are voted.
Q: Should I send in my stock certificates now?
A: No. Vringo stockholders are not required to tender or exchange their stock certificates as part of the Merger. However, you will receive written instructions from American Stock Transfer & Trust Company, LLC, Vringo’s transfer agent, for exchanging your Vringo stock certificates in connection with any reverse stock split.

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SUMMARY

This proxy statement/prospectus is being sent to Vringo and Innovate/Protect stockholders. This summary highlights selected information from this proxy statement/prospectus. It may not contain all of the information that is important to you with respect to the Vringo Merger Proposals and the other proposals or any other matter described in this proxy statement/prospectus. Vringo urges you to carefully read this proxy statement/prospectus, as well as the documents attached to or referred to in this proxy statement/prospectus, to fully understand the Merger. In particular, you should read the Merger Agreement, which is described elsewhere in this proxy statement/prospectus and attached as Annex A. To understand the Merger fully, you should read carefully this entire document, including the business and financial information about Vringo and Innovate/Protect, and the documents to which this proxy statement/prospectus refers, including the annexes attached hereto. See the section entitled “Where You Can Find Additional Information” beginning on page 180.

The Companies

Vringo, Inc.

Vringo is a provider of software platforms for mobile social and video applications. With its award-winning video ringtone application and other mobile software platforms — including FacetonesTM, Video Remix and Fan Loyalty — Vringo transforms the basic act of making and receiving mobile phone calls into a highly visual, social experience. Vringo’s video ringtone service enables users to create or take video, images and slideshows from virtually anywhere and turn it into their visual call signature. Vringo has introduced its patented VringForward technology, which allows users to share video clips with friends with a simple call. Vringo’s FacetonesTM application creates an automated video slideshow using friends’ photos from social media web sites, which is played each time a user communicates with a friend using a mobile device. Vringo’s Video ReMix application, in partnership with music artists and brands, allows users to create their own music video by tapping on a Smartphone or tablet. Additionally, Fan Loyalty is a platform that lets users interact, vote and communicate with contestants in reality TV series that it partners with, as well as downloading and setting clips from such shows as video ringtones.

Vringo is headquartered in New York, New York and was incorporated in Delaware in 2006. Vringo’s principal offices are located at 44 West 28th Street, Suite 1414, New York, New York 10001 and its telephone number is (646) 525-4319. Vringo’s principal website is www.vringo.com. The information on or that can be accessed through Vringo’s website is not part of this proxy statement/prospectus. Vringo’s common stock is listed on the NYSE Amex and trades under the symbol “VRNG.” Additional information about Vringo and its subsidiaries is included elsewhere in this proxy statement/prospectus. See the sections entitled “Vringo’s Business,” “Vringo’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Vringo’s Financial Statements” beginning on pages 113, 119, and F-1, respectively.

Innovate/Protect, Inc.

Innovate/Protect is a company focused on the economic benefits of intellectual property assets through acquiring or internally developing patents or other intellectual property assets (or interests therein) and then monetizing such assets through a variety of value enhancing initiatives, including, but not limited to:

licensing;
customized technology solutions;
strategic partnerships; and
litigation.

Innovate/Protect is the owner of patent assets acquired from Lycos, Inc. (“Lycos”) one of the largest search engine websites of its kind in the mid and late 1990s, with technologies that remain critical to current search platforms. Innovate/Protect’s Chief Executive Officer, Chief Technology Officer and President, Andrew K. Lang, is the former Chief Technology Officer of Lycos and led the development of the patented technologies. On September 15, 2011, Innovate/Protect through its subsidiary, I/P Engine, initiated a patent infringement lawsuit in the United States District Court for the Eastern District of Virginia against Google, Inc., AOL, Inc., IAC Search & Media, Inc., Gannett Company, Inc. and Target Corporation for unlawfully

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using systems that incorporate features claimed in two patents owned by I/P Engine. The patents-in-suit relate to relevance search technology that is used in the search engine industry to produce better search results, and has also become the dominant technology used in search advertising to position high-quality advertisements.

Innovate/Protect is headquartered in New York, New York and was incorporated in Delaware in 2011. Innovate/Protect’s principal offices are located at 380 Madison Avenue, 22nd Floor, New York, New York 10017 and its telephone number is (212) 309-7549. Innovate/Protect’s principal website is www.InnovateProtect.com. The information on or that can be accessed through Innovate/Protect’s website is not part of this proxy statement/prospectus. Innovate/Protect is a private company and shares of its capital stock are not publicly traded. Additional information about Innovate/Protect and its subsidiaries is included elsewhere in this proxy statement/prospectus. See the sections entitled “Innovate/Protect’s Business,” “Innovate/Protect’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Innovate/Protect’s Financial Statements” beginning on pages 132, 138, and F-34, respectively.

VIP Merger Sub, Inc.

Merger Sub is a wholly-owned subsidiary of Vringo and was incorporated in Delaware on March 8, 2012, solely for the purpose of facilitating the Merger. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement.

The Merger

Vringo and Innovate/Protect have entered into the Merger Agreement, which provides that, subject to the terms and conditions of the Merger Agreement and in accordance with the DGCL at the Effective Time (as such term is defined in the Merger Agreement), Innovate/Protect will merge with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of Vringo. The board of directors of Vringo has unanimously approved the Merger Agreement and the Merger. The board of directors of Innovate/Protect has unanimously approved the Merger Agreement and the Merger.

What Innovate/Protect Stockholders Will Receive in the Merger

Upon completion of the Merger, each Innovate/Protect common stockholder will have the right to receive, for each share of the outstanding common stock of Innovate/Protect they hold, a number of shares of Vringo common stock multiplied by the Common Stock Exchange Ratio, which shall initially be 3.0176, which is subject to adjustment in the event of a reverse stock split to provide the holders of shares of Innovate/Protect capital stock with the same economic benefit as contemplated by the Merger Agreement prior to any such reverse stock split. Each share of Innovate/Protect preferred stock will automatically be converted into the right to receive the same number of shares of Vringo preferred stock, which 6,818 shares, as of April 5, 2012, shall be initially convertible into an aggregate of 20,573,998 shares of Vringo common stock (or at current conversion rate of 3,017.6). In addition, at the effective time of the Merger, Vringo will issue to the holders of Innovate/Protect capital stock and the holder of Innovate/Protect’s issued and outstanding warrant to purchase 250,000 shares of Innovate/Protect common stock (on a pro rata as-converted basis) an aggregate of 15,959,838 warrants to purchase an aggregate of 15,959,838 shares of Vringo common stock with an exercise price of $1.76 per share, each subject to equitable adjustment in the event of a reverse stock split. The issued and outstanding warrant to purchase 250,000 shares of Innovate/Protect common stock will be exchanged for 250,000 shares of Vringo common stock and 850,000 warrants to purchase 850,000 shares of Vringo common stock with an exercise price of $1.76 per share, each subject to equitable adjustment in the event of a reverse stock split. In addition, the aggregate number of shares of Vringo common stock and the aggregate number of warrants (and the aggregate number of shares of Vringo common stock that may be purchased upon exercise thereof) to be issued in exchange for the issued and outstanding warrant of Innovate/Protect shall each be ratably adjusted to give effect to any partial exercise of such warrant prior to the effective time of the Merger. Finally, at the effective time of the Merger, all outstanding and unexercised options to purchase Innovate/Protect common stock, whether vested or unvested, will be converted into options to purchase Vringo common stock with the number of shares subject to and the exercise price applicable to such options being appropriately adjusted based on the Common Stock Exchange Ratio.

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Immediately following the completion of the Merger (without taking into account any shares of Vringo common stock held by Innovate/Protect stockholders prior to the completion of the Merger), the former stockholders of Innovate/Protect are expected to own approximately 56.05% of the outstanding common stock of the combined company (or 67.55% of the outstanding common stock of the combined company calculated on a fully diluted basis) and the current stockholders of Vringo are expected to own approximately 43.95% of the outstanding common stock of the combined company (or 32.45% of the outstanding common stock of the combined company calculated on a fully diluted basis). If the Merger had been completed on _________, 2012, the record date for the Vringo annual meeting, an aggregate of 17,675,617 shares of Vringo common stock would have been issuable to Innovate/Protect common stockholders and the warrant holder, and an aggregate of 6,818 shares of Vringo preferred stock initially convertible into 20,573,998 shares of Vringo common stock on such date would have been issuable to Innovate/Protect stockholders upon completion of the Merger.

The Common Stock Exchange Ratio and the number of shares for which the Innovate/Protect preferred stock shall be convertible into shall not be adjusted without the prior written consent of Innovate/Protect; provided, however that such prior written consent shall not be unreasonably conditioned, withheld or delayed with regard to any such adjustments being made with respect to a reverse split of the equity securities of Vringo undertaken for the purpose of maintaining Vringo’s listing on NYSE Amex or any other consent, approval or authorization of, or registration, declaration or filing with, any governmental authority.

No fractional shares of Vringo common stock or Vringo preferred stock will be issued to Innovate/Protect stockholders in connection with the Merger. Instead, Innovate/Protect stockholders will be entitled to receive the next highest number of whole shares of Vringo common or preferred stock in lieu of any fractional shares of Vringo common or preferred stock that they would otherwise be entitled to receive in connection with the Merger.

For a more complete discussion of what Innovate/Protect stockholders will receive in connection with the Merger and the formula that will be used to calculate the Exchange Ratios, see the sections entitled “The Merger — What Innovate/Protect Stockholders Will Receive in the Merger” and “The Merger Agreement — Merger Consideration” beginning on pages 59 and 81, respectively.

Ownership of the Combined Company After the Completion of the Merger

Upon completion of the Merger and regardless of the exact Exchange Ratios (or any reverse stock split), the former stockholders of Innovate/Protect (without taking into account any shares of Vringo common stock held by Innovate/Protect stockholders prior to the completion of the Merger) are expected to own approximately 56.05% of the outstanding common stock of the combined company (or 67.55% of the outstanding common stock of the combined company calculated on a fully diluted basis) and the current stockholders of Vringo are expected to own approximately 43.95% of the outstanding common stock of the combined company (or 32.45% of the outstanding common stock of the combined company calculated on a fully diluted basis).

Treatment of Innovate/Protect Stock Options and Warrants

At the effective time of the Merger, each outstanding and unexercised option to purchase Innovate/Protect common stock, whether vested or unvested, will be converted into and become an option to purchase Vringo common stock and Vringo will assume such Innovate/Protect stock option in accordance with the terms of the Innovate/Protect 2011 Equity Incentive Plan. After the effective time of the Merger, (a) each Innovate/Protect stock option assumed by Vringo may be exercised solely for shares of Vringo common stock and (b) the number of shares of Vringo common stock and the exercise price subject to each Innovate/Protect stock option assumed by Vringo shall be determined by the Common Stock Exchange Ratio. Therefore, at the effective time of the Merger, the outstanding and unexercised Innovate/Protect stock options to purchase 13,646 shares of Innovate/Protect common stock, whether vested or unvested, will be converted into and become options to purchase an aggregate of 41,178 shares of Vringo common stock at an exercise price of $0.994 per share.

At the effective time of the Merger, Vringo will issue to the holders of Innovate/Protect capital stock and the holder of Innovate/Protect’s issued and outstanding warrant to purchase 250,000 shares of Innovate/Protect common stock (on a pro rata as-converted basis) an aggregate of 15,959,838 warrants to purchase an

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aggregate of 15,959,838 shares of Vringo common stock with an exercise price of $1.76 per share, each subject to equitable adjustment in the event of a reverse stock split. The issued and outstanding warrant to purchase 250,000 shares of Innovate/Protect common stock will be exchanged for 250,000 shares of Vringo common stock and 850,000 warrants to purchase 850,000 shares of Vringo common stock with an exercise price of $1.76 per share, each subject to equitable adjustment in the event of a reverse stock split.

As of __________, 2012, the latest practicable date before the printing of this proxy statement/prospectus, there were outstanding options to purchase 13,646 shares of Innovate/Protect capital stock and an outstanding warrant to purchase 250,000 shares of Innovate/Protect capital stock.

For a more complete discussion of the treatment of Innovate/Protect stock options and warrants, see the section entitled “The Merger — Treatment of Innovate/Protect Stock Options and Warrants” beginning on page 60.

Treatment of Vringo Stock Options; Change of Control Payments

Upon the change of control in connection with the consummation of the Merger, there will be a one year acceleration of option vesting for all Vringo’s option holders for grants prior to the consummation of the Merger, except for Andrew D. Perlman who will be entitled to 50% acceleration for all of his unvested options granted to him prior to him becoming Chief Executive Officer of Vringo. In addition, directors of Vringo, other than Mr. Perlman, departing within six months from a subsequent change of control would receive full acceleration of vesting for any unvested options and extension of the termination period for option exercises to one year from cessation of board service.

Board of Directors and Executive Officers of the Combined Company After the Completion of the Merger

Upon completion of the Merger, the combined company will have a seven member board of directors, comprised of Seth M. Siegel, as Chairman, Andrew D. Perlman, John Engelman, all of whom are currently members of the Vringo board of directors, and Andrew Kennedy Lang, Alexander R. Berger, Donald E. Stout and H. Van Sinclair, all of whom are currently members of the Innovate/Protect board of directors.

The executive management team of the combined company is expected to be composed of the following individuals:

   
Name   Current Position   Position with the Combined Company
Andrew D. Perlman     Chief Executive Officer and President of Vringo       Chief Executive Officer  
Andrew Kennedy Lang     President, Chief Executive Officer and Chief
Technology Officer of Innovate/Protect
      Chief Technology Officer and President  
Alexander R. Berger     Secretary, Treasurer, Chief Operating Officer and
Chief Financial Officer of Innovate/Protect
      Chief Operating Officer and Secretary  
Ellen Cohl     Chief Financial Officer of Vringo       Chief Financial Officer and Treasurer  

Recommendations of the Vringo Board of Directors and its Reasons for the Merger

The Vringo board of directors, after considering the factors described in the section entitled “The Merger — Recommendations of the Vringo Board of Directors and its Reasons for the Merger” beginning on page 65, has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger. The Vringo board of directors has determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, Vringo and its stockholders, and therefore recommends that the Vringo stockholders vote FOR the Securities Issuance Proposal, FOR the Reverse Stock Split Proposal, FOR the Authorized Shares Increase Proposal, as contemplated by the Merger Agreement, FOR the election of the seven (7) director nominees set forth in the Election of Directors Proposal, FOR the approval of the 2012 Equity Incentive Plan Proposal, FOR the Ratification of the Appointment of Vringo’s Independent Registered Public Accounting Firm Proposal and FOR the adjournment of the Vringo annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Vringo Merger Proposals. The Vringo board of directors made its recommendations to the Vringo stockholders after considering the factors described in this proxy statement/prospectus. For a more complete discussion of the recommendations of the Vringo board of directors and its

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reasons for the Merger, see the section entitled “The Merger — Recommendations of the Vringo Board of Directors and its Reasons for the Merger” beginning on page 65.

Opinion of Etico Capital to the Vringo Board of Directors

The board of directors of Vringo engaged Etico Capital, a division of Olympus Securities LLC (“Etico Capital”), to render an opinion to the board of directors as to whether the Merger consideration was fair, from a financial point of view, to the stockholders of Vringo. The board of directors selected Etico Capital based on the reputation and investment banking experience of Etico Capital and its principals. Etico Capital provides investment banking services, including merger and acquisition advisory services, to a wide range of companies in various industries. On March 11, 2012, Etico Capital provided the Vringo board of directors with a presentation and a draft of the fairness opinion. On March 12, 2012, Etico Capital delivered its final written opinion to the Vringo board of directors that, as of such date, and based upon and subject to the various assumptions and limitations set forth in its written opinion, the Merger consideration to be issued is fair, from a financial point of view, to holders of Vringo common stock (other than those who own, or whose affiliates own, securities of Innovate/Protect, regarding which Etico Capital expressed no view).

The full text of the written opinion, dated as of March 12, 2012, of Etico Capital is attached as Annex H to this proxy statement/prospectus. The opinion sets forth, among other things, the assumptions made, matters considered and limitations on the review undertaken by Etico Capital. Holders of Vringo common stock are urged to, and should, read the Etico Capital opinion carefully and in its entirety. The Etico Capital opinion is directed to the Vringo board of directors and addresses only the fairness of the Merger consideration from a financial point of view to holders of Vringo common stock (other than those who own, or whose affiliates own, securities of Innovate/Protect, regarding which Etico Capital expressed no view) as of the date of the opinion. The Etico Capital opinion does not address any other aspect of the Merger and does not constitute a recommendation to any holder of Vringo common stock as to how to vote on the Vringo Merger Proposals at the annual meeting. Etico Capital’s opinion does not address the underlying business decision to enter into the Merger Agreement or the Merger, nor does it evaluate alternative opportunities, alternative transaction structures or other financial or strategic alternatives. The summary of the Etico Capital opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion.

Interests of Vringo Directors and Executive Officers in the Merger

You should be aware that certain directors and executive officers of Vringo have interests in the Merger that are different from, or in addition to, the interests of the stockholders of Vringo generally.

Interests of Vringo’s directors and executive officers in connection with the Merger relate to (i) the continuing service of each of Seth M. Siegel, Andrew D. Perlman and John Engelman as directors of the combined company following the completion of the Merger, (ii) the fact that Andrew D. Perlman and Ellen Cohl are currently executive officers of Vringo and will remain executive officers of the combined company following the completion of the Merger, (iii) upon the change of control in connection with the consummation of the Merger, there there will be a one year acceleration of option vesting for option holders for grants prior to the consummation of the Merger, except for Andrew D. Perlman who will be entitled to 50% acceleration for all of his unvested options granted to him prior to him becoming Chief Executive Officer of Vringo, (iv) directors of Vringo, other than Mr. Perlman, departing within six months from a subsequent change of control would receive full acceleration of vesting for any unvested options and extension of the termination period for option exercises to one year from cessation of board service, and (v) the right to continued indemnification for directors and executive officers of Vringo following the completion of the Merger.

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The following table sets forth the benefits to be made to Vringo’s directors and executive officers in connection with the Merger, assuming a change of control occurs and termination of Vringo’s directors as of March 30, 2012:

 
Name   Equity ($)(1)
Andrew D. Perlman   $ 170,584  
Seth M. Siegel   $ 80,200  
John Engelman   $ 7,280  
Ellen Cohl   $ 37,958  

(1) Calculated based on the aggregate dollar value of in-the-money option awards for which vesting would be accelerated, determined by the difference between the price per share (as discussed in the below) and the exercise price of the options. The price per share is calculated based on the average closing market price of Vringo common stock over the first five business days following March 14, 2012, the first public announcement of the Merger.

The Vringo board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and in recommending that Vringo stockholders approve the Vringo Merger Proposals.

For a more complete discussion of the interests of the directors and executive officers of Vringo in the Merger, see the section entitled “The Merger — Interests of Vringo’s Directors and Executive Officers in the Merger” beginning on page 73.

Ownership Interests

The following table sets forth information as of March 30, 2012, regarding the beneficial ownership of the combined company for each executive officer and director of Vringo and Innovate/Protect following the completion of the Merger. Percentage of beneficial ownership is calculated in relation to 31,537,040 shares of common stock of the combined company outstanding upon completion of the Merger, assuming that the Common Stock Exchange Ratio to be used in connection with the Merger is approximately 3.0176 shares of Vringo common stock for each share of Innovate/Protect capital stock (without giving effect to the proposed reverse stock split described elsewhere in this proxy statement/prospectus). Beneficial ownership is determined in accordance with the rules of the SEC, which generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to those securities, and includes shares of Innovate/Protect capital stock, and if applicable, shares of Vringo common stock issuable pursuant to the exercise of stock options or other securities that are exercisable or convertible into shares of Innovate/Protect capital stock or Vringo common stock, as applicable, within 60 days of March 30, 2012. The table also sets forth the total number of additional options that each executive officer and director of Innovate/Protect will have the right to acquire following the Merger, but which are not exercisable within 60 days of March 30, 2012.

     
Name   Total Shares to be
Beneficially Owned
Following the Merger
  Total Additional
Options to be Held
Following the Merger
  Combined
Company Beneficial Ownership Percentage Following the Merger
Andrew D. Perlman     561,584       377,250       1.8 % 
Seth M. Siegel     557,830       276,042       1.7 % 
Andrew Kennedy Lang     8,034,360             23.7 % 
Alexander R. Berger     2,678,120             8.3 % 
John Engelman     183,669       147,135       0.6 % 
Donald E. Stout     1,083,195             3.4 % 
H. Van Sinclair     171,400             0.5 % 
Ellen Cohl     188,854       211,146       0.6 % 

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Anticipated Accounting Treatment of the Merger

The Merger will be treated by Vringo as a reverse merger under the acquisition method of accounting in accordance with U.S. generally accepted accounting principles (“GAAP”). For accounting purposes, Innovate/Protect is considered to be acquiring Vringo in this transaction. For a more complete discussion of the anticipated accounting treatment of the Merger, see the section entitled “The Merger — Anticipated Accounting Treatment” beginning on page 75.

Material U.S. Federal Income Tax Consequences of the Merger

The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code. As a result of the “reorganization,” Innovate/Protect stockholders generally will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of their shares of Innovate/Protect capital stock for the equity securities of Vringo in connection with the Merger. However, an Innovate/Protect stockholder who perfects appraisal rights and receives cash in exchange for such stockholder’s Innovate/Protect capital stock will recognize gain or loss measured by the difference between the amount of cash received and such stockholder’s adjusted tax basis in those shares. Vringo stockholders generally will not recognize gain or loss for U.S. federal income tax purposes as a result of the Merger.

Tax matters are very complicated, and the tax consequences of the Merger to a particular Vringo or Innovate/Protect stockholder will depend in part on such stockholder’s circumstances. Accordingly, Vringo and Innovate/Protect urge you to consult your own tax advisor for a full understanding of the tax consequences of the Merger to you, including the applicability and effect of federal, state, local and foreign income and other tax laws. For a more complete discussion of the material U.S. federal income tax consequences of the Merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 77.

Restrictions on Sales of Shares of Vringo Common Stock Received by Innovate/Protect Stockholder in the Merger

Pursuant to a letter agreement between Vringo and Hudson Bay, Hudson Bay is prohibited from selling Merger Shares (as hereinafter defined) at a price lower than $2.00 per share (as adjusted for stock splits, stock dividends, stock combinations or other similar transactions) to the extent that the sale of such shares on any trading day is in excess of the greater of (i) 15% of the daily trading volume of all shares of Vringo common stock traded on such trading day, and (ii) 5,000 Merger Shares (as adjusted for stock splits, stock dividends, stock combinations or other similar transactions). “Merger Shares” means (i) shares of Vringo common stock issued to Hudson Bay, (ii) shares of Vringo common stock issued upon exercise of any Series 1 Warrants or Series 2 Warrants issued to Hudson Bay pursuant to the Merger Agreement, in the forms attached to this proxy statement/prospectus as Annex F and Annex G, respectively, and (iii) shares of Vringo common stock issued upon conversion of the Vringo preferred stock. This restriction is in place from the closing date until the date upon which Vringo gives notice of termination to Hudson Bay pursuant to the Merger Agreement. In exchange, from the closing date until 30 days after Vringo terminates the transfer restriction described above, Vringo will not, directly or indirectly, subject to certain exceptions, effect any Subsequent Placement (as hereinafter defined) unless Vringo has provided notice to Hudson Bay and offered to issue and sell to Hudson Bay 25% of the securities being offered in such Subsequent Placement. “Subsequent Placement” means, subject to certain exceptions, any direct or indirect offer, sale (including any sale of any option to purchase or other disposition of) of any of Vringo’s or its subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for common stock or common stock equivalents.

In addition to the restrictions on transfer, sale, or encumbrance discussed in the preceding paragraph, shares of Vringo common stock and preferred stock received by Innovate/Protect stockholders who become affiliates of Vringo for purposes of Rule 144 under the Securities Act, may be resold by them only in transactions permitted by Rule 144 or as otherwise permitted under the Securities Act.

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For a more complete discussion of the restrictions on sales of shares of Vringo common stock and preferred stock and warrants received by the Innovate/Protect stockholders and warrantholder in the Merger, see the section entitled “The Merger — Restrictions on Sales of Shares of Vringo Common Stock Received by Innovate/Protect Stockholders in the Merger” beginning on page 75.

Appraisal Rights

Under the DGCL, holders of Vringo common stock are not entitled to appraisal rights in connection with the Merger. Under the DGCL, however, holders of Innovate/Protect capital stock may be entitled to appraisal rights in connection with the Merger.

Regulatory Approvals

As of the date of this proxy statement/prospectus, neither Vringo nor Innovate/Protect is required to make filings or to obtain approvals or clearances from any regulatory authorities in the U.S. or other countries to complete the Merger. In the U.S., Vringo must comply with applicable federal and state securities laws and the rules and regulations of the NYSE Amex in connection with the issuance of shares of Vringo common stock and preferred stock and the resulting change in control of Vringo and the filing of this proxy statement/prospectus with the SEC.

Conditions to the Completion of the Merger

Vringo and Innovate/Protect expect to complete the Merger as soon as possible following the approval of the Vringo Merger Proposals at the annual meeting. Completion of the Merger will only be possible, however, after all closing conditions contained in the Merger Agreement are satisfied or waived, including after Vringo receives stockholder approval at the annual meeting. It is possible, therefore, that factors outside of each company’s control could require them to complete the Merger at a later time or not complete it at all.

The obligations of Vringo and Innovate/Protect to consummate the Merger are each subject to the satisfaction or waiver (to the extent permitted under applicable law) of the following conditions, among others and subject, in some cases, to the exceptions or limitations contained in confidential disclosure schedules delivered to each party by the other:

the stockholders of each of Vringo and Innovate/Protect have approved the Merger and the Merger agreement;
this proxy statement/prospectus has become effective;
the shares of Vringo common stock shall have been approved for listing on the NYSE Amex;
Vringo or Innovate/Protect, as applicable, shall have entered into certain agreements amending and restating existing indebtedness of Innovate/Protect;
the representations and warranties of the parties shall be true, complete and correct in all material respects on and as of the Effective Time, with the same force and effect as if made on and as of the Effective Time, except for those (x) representations and warranties that are qualified by materiality, which representations and warranties shall be true, complete and correct in all respects and (y) representations and warranties which address matters only as of a particular date;
the parties shall have performed or complied in all material respects with all agreements and covenants required by the Merger Agreement to be performed or complied with by it on or prior to the Effective Time;
the holders of Innovate/Protect options and warrants shall have agreed to convert their options and warrants as provided in the Merger Agreement, as applicable;
since the date of the Merger Agreement there shall not have occurred, and no event or circumstance shall exist that has had or could reasonably be expected to have, a material adverse effect on Vringo or Innovate/Protect, as applicable;
the employment and board agreements and the agreement with Ambrose Employer Group each shall have been assigned to, and assumed by, Vringo, as set forth in the Merger Agreement;

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Vringo shall have received written resignations from all of the directors and officers of Innovate/Protect and its subsidiaries;
a letter agreement between Vringo and Hudson Bay, providing for, among other things, restrictions on the number of shares of Vringo common stock that Hudson Bay may sell and a right of Hudson Bay to participate in up to 25% of certain offerings conducted by Vringo, shall be effective at closing;
since the date of the Merger Agreement, (i) neither Innovate/Protect nor any of its subsidiaries has (A) settled, discharged or released any of its claims, causes of action, or defenses in that certain lawsuit captioned I/P Engine, Inc. v. AOL, Inc., Civ. Action No. 2:11-cv-512, filed in United States District Court for the Eastern District of Virginia, Norfolk Division on September 15, 2011 (the “Litigation”) nor (B) assigned, promised, transferred, conveyed, encumbered, or granted a security interest in any of those claims and (ii) there has been no dismissal (including, without limitation, by motion to dismiss or summary judgment) of the Litigation;
holders of no more than 10% of the issued and outstanding Innovate/Protect capital stock shall have demanded and perfected their right to an appraisal of Innovate/Protect capital stock under the Delaware General Corporation Law; and
neither U.S. Patent Nos. 6,314,420 nor 6,775,664, held by Innovate/Protect or any of its subsidiaries, shall, as of the closing of the Merger, be held unpatentable, invalid or unenforceable by an unappealed or unappealable judgment of a court of competent jurisdiction.

For a more complete discussion of the conditions to the completion of the Merger, see the section entitled “The Merger Agreement — Conditions to the Completion of the Merger” beginning on page 87.

No Solicitation

Subject to certain exceptions described below, prior to the completion of the Merger or the earlier termination of the Merger Agreement, each of Vringo and Innovate/Protect has agreed that it will not, and it will not authorize or permit its subsidiaries and/or their respective officers, directors, employees, investment bankers, attorneys, accountants and other advisors or representatives to directly or indirectly: (a) solicit, initiate, induce or take any action to facilitate, encourage, solicit, initiate or induce any action relating to, or the submission of any Innovate/Protect Acquisition Proposal (as defined below) or Vringo Acquisition Proposal (as defined below), as the case may be; (b) enter into, participate or engage in discussions or negotiations in any way with any person concerning any Innovate/Protect Acquisition Proposal or Vringo Acquisition Proposal, as the case may be; (c) furnish to any person (other than the other party) any information relating to the other party or its subsidiaries or afford to any person (other than the other party) access to the business, properties, assets, books, records or other information, or to any personnel of the other party or its subsidiaries, with the intent to induce or solicit the making, submission or announcement of, or the intent to encourage or assist, an Innovate/Protect Acquisition Proposal or Vringo Acquisition Proposal, as the case may be or the making of any proposal that would reasonably be expected to lead to an Innovate/Protect Acquisition Proposal or Vringo Acquisition Proposal, as the case may be; (d) approve, enforce or recommend an Innovate/Protect Acquisition Proposal or Vringo Acquisition Proposal, as the case may be; (e) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement or other similar instrument or contract relating to an Innovate/Protect Acquisition Proposal or a Vringo Acquisition Proposal, as the case may be, or requiring the other party to abandon or terminate the Merger Agreement; or (f) grant any approval pursuant to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover law to any person or transaction (other than the Merger) or waiver or release any standstill or similar agreement with respect to the equity securities of the other party.

For a more complete discussion of the prohibition on solicitation of acquisition proposals from third parties, see the section entitled “The Merger Agreement — No Solicitation” beginning on page 85.

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Termination of the Merger Agreement

Generally and except as specified below, the Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the completion of the Merger, including after the required Vringo stockholder approval is obtained:

by mutual written consent of Vringo, Merger Sub and Innovate/Protect; or
by either party, if:
the Merger has not been completed on or before September 30, 2012;
any law enacted by a governmental authority prohibits the consummation of the Merger, or any governmental authority has issued an order prohibiting the consummation of the Merger;
after a vote duly taken, the required approval of the Vringo Merger Proposals by the respective stockholders of Vringo or Innovate/Protect has not been obtained at the respective stockholders meeting (or at any adjournment or postponement thereof), unless failure to obtain approval is attributable to a failure on the part of such party seeking to terminate the Agreement; or
subject to cure periods, the other party’s representations and warranties are inaccurate or the other party fails to comply with its covenants, in each case, such that the closing conditions relating to the accuracy of the other party’s representations and warranties or relating to the performance of the other party’s covenants, as applicable, would not be satisfied; or
by Vringo, if:
at any time prior to the approval of the Merger by its stockholders, (i) the Innovate/Protect board of directors has effected a recommendation change, (ii) the Innovate/Protect board of directors or any authorized committee has failed to present or recommend the approval of the Merger Agreement and the Merger to the stockholders, (iii) Innovate/Protect shall have entered or cause itself or its subsidiaries to enter into any letter of intent, agreement in principle, term sheet, merger agreement, acquisition agreement or other similar agreement related to any Innovate/Protect Acquisition Proposal, or (iv) Innovate/Protect shall have breached any term of the non-solicitation provision of the Merger Agreement; or

by Innovate/Protect, if:
at any time prior to the approval of the Vringo Merger Proposals, (i) the Vringo board of directors has effected a recommendation change (ii) the Vringo board of directors or any authorized committee has failed to present or recommend the approval of the Merger Agreement and the Merger to the stockholders, (iii) Vringo shall have entered or caused itself or its subsidiaries to enter into any letter of intent, agreement in principle, term sheet, merger agreement, acquisition agreement or other similar agreement related to any Vringo Acquisition Proposal or Vringo shall have breached any term of the non-solicitation provision of the Merger Agreement; or
by either Vringo or Innovate Protect if prior to obtaining stockholder approval such party determines to enter into a definitive agreement relating to an Innovate/Protect Superior Proposal or Vringo Superior Proposal, as the case may be; or
by Innovate/Protect at any time, upon payment to Vringo of the Innovate/Protect termination fee.

For a more complete discussion of termination of the Merger Agreement, see the section entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 88.

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Termination Fees and Expenses

Under certain circumstances, if the Merger is terminated by either Vringo or Innovate/Protect, then Innovate/Protect shall pay to Vringo, a fee in cash equal to $5,000,000.

Under certain circumstances, if the Merger is terminated by either Vringo or Innovate/Protect in connection with or due to Vringo entering into an alternate transaction constituting a superior proposal, then Vringo shall pay to Innovate/Protect, a fee equal to 5% of the consideration paid to all security holders of Vringo in connection with the Vringo Superior Proposal in the same form as such consideration is paid to such security holders.

For a more complete discussion of termination fees and expenses, see the section entitled “The Merger Agreement — Termination Fees and Expenses” beginning on page 88.

Voting by Vringo Directors and Executive Officers

As of ___________, 2012, the latest practicable date before the printing of this proxy statement/prospectus, directors and executive officers of Vringo beneficially owned and were entitled to vote _______ shares of Vringo common stock, or approximately _______% of the total outstanding voting power of Vringo. It is expected that Vringo’s directors and executive officers will vote their shares FOR the approval of the Merger, although none of them has entered into any agreement requiring them to do so.

Rights of Innovate/Protect Stockholders Will Change as a Result of the Merger

Due to differences between the governing documents of Vringo and Innovate/Protect, Innovate/Protect stockholders receiving Vringo common stock and preferred stock in connection with the Merger will have different rights once they become Vringo stockholders. The material differences are described in detail under the section entitled “Comparison of Rights of Vringo Stockholders and Innovate/Protect Stockholders” beginning on page 174.

Risk Factors

The Merger, including the possibility that the Merger may not be completed, poses a number of risks to each company and its respective stockholders, including the following:

the issuance of shares of Vringo common stock and preferred stock and warrants to the Innovate/Protect stockholders and warrantholder in connection with the Merger will substantially dilute the voting power of current Vringo stockholders;
the announcement and pendency of the Merger could have an adverse effect on the Vringo stock price and/or the business, financial condition, results of operations, or business prospects for Vringo and/or Innovate/Protect;
failure to complete the Merger or delays in completing the Merger could negatively impact Vringo’s and Innovate/Protect’s respective businesses, financial condition, or results of operations or the Vringo stock price;
some of the directors and executive officers of Vringo and Innovate/Protect have interests in the Merger that are different from, or in addition to, those of the other Vringo and Innovate/Protect stockholders; and
the Merger Agreement contains provisions that could discourage or make it difficult for a third party to acquire Vringo or Innovate/Protect prior to the completion of the Merger.

In addition, each of Vringo, Innovate/Protect, and the combined company is subject to various risks associated with its business. The risks are discussed in greater detail in the section entitled “Risk Factors” beginning on page 38. Vringo encourages you to read and consider all of these risks carefully.

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Matters to Be Considered at the Vringo Annual Meeting

Vringo Annual Meeting

Date, Time and Place.  The Vringo annual meeting will be held on ______________, 2012 at 10:00 a.m., local time, at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., the Chrysler Center, 666 Third Avenue, 32nd floor, New York, New York 10017.

Matters to be Considered at the Vringo Annual Meeting.  At the Vringo annual meeting, and any adjournments or postponements thereof, Vringo stockholders will be asked to:

approve the Securities Issuance Proposal;
approve the Reverse Stock Split Proposal;
approve the Authorized Shares Increase Proposal;
elect seven (7) director nominees to the Vringo board of directors as set forth in the Election of Directors Proposal;
approve the 2012 Equity Incentive Plan Proposal;
approve the Ratification of the Appointment of Vringo’s Independent Registered Public Accounting Firm Proposal;
approve the adjournment of the Vringo annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Vringo Merger Proposals; and
conduct any other business as may properly come before the Vringo annual meeting or any adjournment or postponement thereof.

Record Date.  The Vringo board of directors has fixed the close of business on _________________, 2012 as the record date for determining the Vringo stockholders entitled to notice of and to vote at the Vringo annual meeting and any adjournment or postponement thereof.

Required Vote.  Approval of the Securities Issuance Proposal, approval of the 2012 Equity Incentive Plan Proposal and approval the Ratification of the Appointment of Vringo’s Independent Registered Public Accounting Firm Proposal require the affirmative vote of the holders of a majority of the shares of Vringo common stock present and entitled to vote on the matter either in person or by proxy at the Vringo annual meeting. Approval of the Reverse Stock Split Proposal and the Authorized Shares Increase Proposal require the affirmative vote of the holders of a majority of the shares of Vringo common stock outstanding and entitled to vote on the matter either in person or by proxy at the Vringo annual meeting. The election of the director nominees set forth in the Election of Directors Proposal requires the affirmative vote of a plurality of the voting power of the shares present or represented by proxy at the Vringo annual meeting and entitled to vote on the election of directors. Approval of the adjournment of the Vringo annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Vringo Merger Proposals requires the affirmative vote of the holders of a majority of the shares of Vringo common stock present and entitled to vote on the matter either in person or by proxy at the Vringo annual meeting. As of the close of business on the record date for the Vringo annual meeting, there were ________ shares of Vringo common stock outstanding.

For additional information about the Vringo annual meeting, see the section entitled “The Annual Meeting of Vringo Stockholders” beginning on page 92.

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SELECTED HISTORICAL FINANCIAL DATA OF VRINGO

The following table sets forth Vringo selected historical financial data as of the dates and for each of the periods indicated. The financial data for the years ended December 31, 2011, 2010, and 2009 and as of December 31, 2011 and 2010 is derived from Vringo’s audited financial statements, which are included elsewhere in this proxy statement/prospectus. The financial data for the years ended December 31, 2008 and 2007 and as of December 31, 2009, 2008, and 2007 is derived from Vringo’s audited historical financial statements, which are not included or incorporated by reference into this proxy statement/prospectus.

You should read the selected historical financial data below together with Vringo’s Management’s Discussion and Analysis of Financial Condition and Results of Operations and with the financial statements and notes thereto for the year ended December 31, 2011 which are included elsewhere in this proxy statement/prospectus.

Statements of Operations Data (U.S. dollars; in thousands, except for share and per share data):

         
  Years Ended December 31,
     2011   2010   2009   2008   2007
Revenue   $ 718     $ 211     $ 20     $     $  
Costs and Expenses
                                            
Cost of revenue     155       180       31              
Research and development     2,017       2,503       1,975       3,110       2,429  
Marketing     2,193       2,183       1,752       2,769       1,694  
General and administrative     2,777       1,840       1,568       1,409       912  
Operating loss     (6,424)       (6,495)       (5,306)       (7,288)       (5,035)  
Finance expense (income), net     (965 )      (3,412 )      (770 )      (51 )      66  
Loss before taxes on income     (7,389)       (9,907)       (6,076)       (7,339)       (4,969)  
Income tax benefit (expense)     (90 )      (35 )      (73 )      7       16  
Net loss for the period     (7,479)       (9,942)       (6,149)       (7,332)       (4,953)  
Basic and diluted net loss per
common share
    (1.17)       (3.15)       (16.76)       (19.99)       (13.50)  
Weighted average number of shares used in computing basic and diluted net loss per common share     6,372,659       3,154,489       366,782       366,782       366,782  

Balance Sheet Data (U.S. dollars; in thousands):

         
  December 31,
     2011   2010   2009   2008   2007
Total current assets   $ 1,718     $ 5,675     $ 3,518     $ 6,122     $ 8,580  
Long-term deposit     8       9       12       12       3  
Property and equipment, net     144       178       179       259       265  
Deferred tax assets – long-term     25       27       80       50       16  
Total assets   $ 1,895     $ 5,889     $ 3,789     $ 6,443     $ 8,865  
Total current liabilities     723       2,269       4,719       1,281       696  
Total long-term liabilities     2,337       3,859       3,480       4,171       66  
Total temporary equity                 11,968       11,961        
Total stockholders’ equity (deficit)     (1,165 )      (239 )      (16,378 )      (10,970 )      8,103  
Total liabilities and stockholders’ equity (deficit)   $ 1,895     $ 5,889     $ 3,789     $ 6,443     $ 8,865  

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SELECTED HISTORICAL FINANCIAL DATA OF INNOVATE/PROTECT

The following table sets forth Innovate/Protect selected historical financial data as of December 31, 2011, which financial data is derived from Innovate/Protect’s audited financial statements, which are included elsewhere in this proxy statement/prospectus.

You should read the selected historical financial data below together with Innovate/Protect’s Management’s Discussion and Analysis of Financial Condition and Results of Operations and with the financial statements and notes thereto as of and for the period ended December 31, 2011, which are included elsewhere in this proxy statement/prospectus.

(U.S. dollars; in thousands except share and per share data)

 
  From June 8, 2011
(inception) through
December 31, 2011
Revenue      
Operating Expenses:
        
Legal   $ 1,102  
Compensation     997  
Amortization and depreciation     328  
General and administrative     213  
Startup and capital acquisition costs     106  
Operating loss     (2,746)  
Finance expense (income), net     (8 ) 
Loss before taxes on income     (2,754)  
Income tax benefit (expense)      
Net loss for the period   $ (2,754)  
Basic and diluted net loss per common share     (0.98)  
Weighted average number of shares used in computing basic and diluted net loss
per common share
    2,802,100  

 
  December 31, 2011
Total current assets   $ 5,238  
Property and equipment, net     8  
Intangible assets, net     3,068  
Total assets     8,314  
Total current liabilities     2,449  
Note Payable-related party     1,200  
Total stockholders’ equity     2,865  
Total liabilities and stockholders’ equity   $ 8,314  

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SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

The following summary unaudited pro forma combined financial data is intended to show how the Merger might have affected historical financial statements if the Merger had been completed on June 8, 2011, for the purposes of the statements of operations and December 31, 2011, for the purposes of the balance sheet, and was prepared based on the historical financial statements and results of operations reported by Vringo and Innovate/Protect. The following should be read in conjunction with the section entitled “Unaudited Pro Forma Combined Financial Statements” beginning on page 166 and the audited historical financial statements of Vringo and Innovate/Protect and the notes thereto beginning on pages F-1 and F-34, respectively, the sections entitled “Vringo’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 119 and “Innovate/Protect’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 138, and the other information contained in this proxy statement/prospectus. The following information does not give effect to the proposed reverse stock split of Vringo common stock described in Vringo Proposal No. 2.

Accounting Treatment of the Merger

U.S. Generally Accepted Accounting Principles (hereafter — GAAP), require that for each business combination, one of the combining entities shall be identified as the acquirer, and the existence of a controlling financial interest shall be used to identify the acquirer in a business combination. In a business combination effected primarily by exchanging equity interests, the acquirer usually is the entity that issues its equity interests. However, it is sometimes not clear which party is the acquirer. In these situations, the acquirer for accounting purposes may not be the legal acquirer (i.e., the entity that issues its equity interest to effect the business combination).

If a business combination has occurred, but it is not clear which of the combining entities is the acquirer, GAAP requires considering additional factors in making that determination. No hierarchy is provided to explain how to assess factors that influence the identification of the acquirer in a business combination, effectively concluding that no one of the criteria is more significant than any other. However, the more significant the differential in the voting interest of the combining entities, the more difficult it is to conclude that the entity with the largest voting interest is not the acquirer.

Based on the aforementioned, and after taking in consideration all relevant facts and circumstances (which included, among others, the composition of the senior management and the governing body of the combined entity, relative size of the entities prior to the Merger), we came to a conclusion that, in light of the significant differential in the voting interest of the combining entities (both on current holdings basis and on diluted basis), Innovate/Protect is the accounting acquirer, as it is defined in FASB Topic ASC 805 “Business Combinations”.

As a result, the Merger will be accounted for as a reverse acquisition. In the post-combination consolidated financial statements, Innovate/Protect’s assets and liabilities will be presented at its pre-combination amounts, and Vringo’s assets and liabilities will be recorded and measured at fair value. In addition, the consolidated equity will reflect Vringo’s common and preferred stock, at par value, as Vringo is the legal acquirer. The total consolidated equity will consist of Innovate/Protect’s equity just before the merger, plus the fair value of assumed assets of Vringo, net, as well as, adjustments to equity caused by the consummation of the Merger, as per the guidance for business combinations in ASC 805.

The unaudited pro forma combined financial statements were prepared in accordance with the regulations of the SEC. The pro forma adjustments reflecting the completion of the Merger are based upon the acquisition method of accounting in accordance with GAAP, and upon the assumptions set forth in the notes to the unaudited pro forma combined financial statements.

The summary unaudited pro forma combined balance sheet as of December 31, 2011, combines the historical balance sheets of Vringo and Innovate/Protect as of December 31, 2011 and gives pro forma effect to the Merger as if it had been completed on December 31, 2011.

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The summary unaudited pro forma statements of operations for the period from June 8, 2011 through December 31, 2011 combine the historical statements of operations of Vringo for the period from June 8, 2011 to December 31, 2011, and of Innovate/Protect from inception (June 8, 2011) to December 31, 2011 and gives pro forma effect to the Merger as if it had been completed on June 8, 2011.

The historical financial data has been adjusted to give pro forma effect to events that are (i) directly attributable to the Merger, (ii) factually supportable, and (iii) with respect to the statements of operations, expected to have a continuing impact on the combined results. The pro forma adjustments are preliminary and based on management’s estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the acquisition and certain other adjustments.

The unaudited pro forma combined financial statements are presented for illustrative purposes only, and are not necessarily indicative of the financial condition or results of operations of future periods or the financial condition or results of operations that actually would have been realized had the entities been combined during the periods presented. In addition, as explained in more detail in the accompanying notes to the unaudited pro forma combined financial statements (see the section entitled “Unaudited Pro Forma Combined Financial Statements” beginning on page 166), the preliminary acquisition-date fair value of the identifiable assets acquired and liabilities assumed reflected in the unaudited pro forma combined financial statements is subject to adjustment and may vary from the actual amounts that will be recorded upon completion of the Merger.

Unaudited Pro Forma Consolidated Statement of Operations, for the period from June 8, 2011 (date of inception of Innovate/Protect) through December 31, 2011:

         
  Historical  
     Innovate/Protect   Vringo   Pro Forma adjustments   Notes   Pro Forma consolidated
     ($ — in thousands, except share and per share data)
Revenue           415                      415  
Costs and expenses:
        
Cost of revenue           106       1,087       1       1,193  
Operating legal costs     1,102                            1,102  
Compensation     997             (997)       2        
Amortization and depreciation     328             (328)       2        
Startup and capital acquisition costs     106             (106)       2        
Research and development           1,171                      1,171  
Marketing           1,084                      1,084  
General and administrative     213       1,610       1,431       2       3,254  
Total operating expenses:     2,746       3,971       1,087             7,804  
Operating loss:     (2,746)       (3,556)       (1,087)             (7,389)  
Non-operating income (expense)     (8)       13                      5  
Interest and amortization of debt discount expense           (1,324)                      (1,324)  
Gain (loss) on revaluation of warrants           (934)                      (934)  
Gain on restructuring of venture loan           963                   963  
Income (loss) before income taxes:     (2,754)       (4,838)       (1,087)             (8,679)  
Income taxes           (61)                   (61)  
Net Loss:     (2,754)       (4,899)       (1,087)             (8,740)  
Basic and diluted net loss per common share     (0.98)       (0.70)                 3       (0.35)  
Weighted average shares used in computing basic and diluted net loss per common share     2,802,100       6,965,927       17,675,617       3       24,641,544  

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Unaudited Pro Forma Consolidated Balance Sheets, as of December 31, 2011:

         
  Historical  
     Innovate/Protect   Vringo   Pro Forma adjustments   Notes   Pro Forma consolidated
     ($ — in thousands)
Assets:
                                            
Current assets:
                                            
Cash and cash equivalents     5,212       1,190                      6,402  
Accounts receivable           341                      341  
Prepaid expenses and other current assets     26       187                      213  
Total current assets     5,238       1,718                      6,956  
Long-term deposit           8                      8  
Property and equipment     8       144                      152  
Deferred tax assets—long-term           25                      25  
Intangible assets, net     3,068                            3,068  
Technology                 11,561       *       11,561  
Goodwill                 50,486       *       50,486  
Total assets     8,314       1,895       62,047                72,256  
Liabilities and stockholders' equity:
                                            
Current liabilities:
                                            
Deferred tax liabilities, net – short-term           67                      67  
Accounts payable and accrued expenses     449       428       852       4       1,729  
Accrued employee compensation           228                      228  
Current portion, note payable – related party     2,000                            2,000  
Total current liabilities     2,449       723       852                4,024  
Long-term liabilities
                                
Note payable – related party     1,200                            1,200  
Accrued severance pay           165                      165  
Fair value of other stock options and warrants                 4,293       1,*       4,293  
Derivative liabilities on account of warrants           2,172       20,171       5       20,171  
                         (2,172 )      1           
Total long-term liabilities     1,200       2,337       22,292                25,829  
Preferred stock, Series A Convertible, $0.0001 par value; 6,968 authorized, issued and outstanding     1,800             (1,800 )      6        
Stockholders' equity (deficit)
                                
Preferred stock, Series A Convertible, $0.01 par value per share; 6,818 authorized, issued and outstanding                       6        
Common stock, $0.01 par value per share, 150,000,000 authorized, 31,537,400 issued and outstanding     1       100       (1 )      7       315  
                   215       7        
Additional paid-in capital     5,618       36,281       (6,860 )      8       47,379  
                   1,685       9        
                   1,289       1,*        
                   9,366       1,*           
Accumulated deficit     (2,754 )      (37,546 )      (852 )      4       (5,291 ) 
                   37,546       8        
                           (1,685 )      9             
Total shareholders’ equity (deficit)     2,865       (1,165 )      40,703             42,403  
Total liabilities and stockholders' equity     8,314       1,895       62,047             72,256  

* Refer to preliminary Purchase Price Allocation table on page 167.

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Notes to the Unaudited Pro Forma Consolidated Statements of Operations and Balance Sheet:

1. This pro-forma adjustment represents additional amortization expense, recorded in connection with amortizable intangible assets acquired in the Merger, assuming the acquisition of Vringo occurred on June 8, 2011:

     
  Gross carrying amount   Life   Period from June 8,
2011 through
December 31, 2011
     ($ – in thousands)   (years)   ($ — in thousands)
Cost of revenue:
                          
Technology     11,561       6       1,087  
                   1,087  

   
  Gross carrying amount   Amortization of intangible assets and liabilities
  ($ — in thousands)
Goodwill   50,486   Goodwill is reviewed for impairment at least annually in accordance with the provisions of ACS 350 “Intangibles, Goodwill and Other”
Fair value of vested stock options granted to employees, management and consultants, classified as equity in these consolidated pro forma financial statements   1,289   Original fair value allocated to vested stock options will be adjusted for options exercised, forfeited or expired. This adjustment will be recorded as internal reclassification in additional paid-in capital.
Fair value of outstanding warrants granted by Vringo prior to the Merger, classified as a long term derivative liability, as these warrants bear certain down-round protection clauses   4,293   Original fair value allocated to warrants classified as a derivative liability will be adjusted at the end of each reporting period.
Fair value of outstanding warrants granted by Vringo prior to the Merger, classified as equity, in these consolidated pro forma financial statements   9,366   Original fair value allocated to warrants classified as equity will be adjusted for warrants exercised or expired. This adjustment will be recorded as internal reclassification in additional paid-in capital.

For these pro forma consolidated statements of operations, we assume that there was no sign of impairment of goodwill, throughout the period presented. In addition, we assume that the purchase price allocated to the fair value of vested stock options granted to employees and management, and the purchase price allocated fair value of outstanding warrants granted by Vringo prior to the Merger, did not change over the presented period.

2. Amortization and depreciation, startup and capital acquisition costs, were reclassified into general and administrative:

 
  Period from June 8,
2011 through
December 31, 2011
     ($ — in thousands)
General and administrative     1,431  
Compensation     (997 ) 
Amortization and depreciation     (328 ) 
Startup and capital acquisition costs     (106 ) 
        

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3. According to the Merger Agreement, Vringo will issue to former shareholders of Innovate/Protect 17,675,617 shares of its common stock, at $0.01 par value, 6,818 shares of Series A Convertible Preferred Stock, at $0.01 par value (convertible into 20,573,998 shares of Vringo common stock), 16,809,838 warrants, at an exercise price of $1.76, and 41,178 options to consultant at an exercise price of $0.994.

According to GAAP, the consolidated pro forma equity will reflect Vringo’s common and preferred stock, at par value, as Vringo is the legal acquirer. Shares used to calculate unaudited pro forma basic and diluted loss per share were computed by adding the shares assumed to be issued, to the weighted average number of shares outstanding for the period from June 8, 2011 through December 31, 2011. However, as the combined company generated only losses in the period presented, potentially dilutive securities, comprised mainly of the abovementioned preferred shares, warrants and stock options, were not reflected in pro forma diluted net loss per share, because the effect of conversion of such shares is anti-dilutive.

 
  Period from June 8,
2011 through
December 31, 2011
     ($ — in thousands, except share and per share data)
Numerator:
        
Net loss attributable to common stock shares (basic and diluted):     (8,740 ) 
Denominator:
        
Weighted average of Vringo common stock shares, outstanding for the period:     6,965,927  
Weighted average of Vringo common stock shares issued to former Innovate/Protect stockholders’, outstanding for the period:     17,675,617  
Total common stock shares outstanding, after the Merger:     24,641,544  
Basic and diluted net losses per share of common stock:     (0.35 ) 
4. This adjustment represents direct, incremental costs of this Merger, which were not yet reflected in the historical financial statements of either company. These costs include mainly legal, accounting and filing fees.
5. According to the Merger Agreement, Vringo will grant former Innovate/Protect stockholders’ 16,809,838 warrants, at an exercise price of $1.76. 8,707,116 of these warrants bear down-round protection clauses; as a result, they will be classified as a long term derivative liability and recorded at fair value. Fair value, in the total amount of $20.2 million, was calculated using the Black-Scholes-Merton and the Monte-Carlo models, using the following assumptions: 73.13% expected volatility, a risk-free interest rate of 1.05%, estimated life of 5 years and no dividend yield. The fair value of our common stock, used for this valuation, was $3.25. We estimate there is a 30% probability that the down-round protection will be activated in September 2012. Our valuation may significantly change, dependent on the deviation of actual future parameters (primarily our common stock price, that will be known on the date of the Merger), from those taken in our preliminary valuation. In these consolidated pro forma statements of operations we assume that fair value of these warrants did not change throughout the period presented.
6. The Series A Convertible Preferred Stock shares, both pre and post-Merger, have certain liquidation preferences, and are otherwise convertible, at any time, at the option of the holder, subject to certain limitations. In addition, their conversion price may be subject to adjustments for anti-dilution and other corporate events. Also, under certain circumstances (as defined in the Certificate of Designations in each of the merging companies), these shares are entitled to participate in dividends, and vote, on an as converted basis.

The 6,818 Series A Convertible Preferred stock shares, $0.0001 par value, originally issued by Innovate/Protect were classified as mezzanine equity, as the holder had the right to require the Company to redeem these shares in cash, upon occurrence of a triggering event which is outside the control of the company. The 6,818 Series A Convertible Preferred stock shares, $0.01 par value, to be issued by Vringo to former shareholders’ of Innovate/Protect, as part of this Merger, were classified as equity, as cash based redemption event is only triggered by events fully controlled by the company. As a result, in these pro

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forma consolidated financial statements, Innovate/Protect’s mezzanine equity, in the total amount of $1,800 thousand, was cancelled, as according to GAAP, these pro forma consolidated financial statements will only include the 6,818 Series A Convertible Preferred stock, presented at par value.

7. According to GAAP, the equity of the combined entity will reflect Vringo’s common and preferred stock, at par value, as Vringo is the legal acquirer. As a result, the common stock share number will be adjusted to include Vringo’s common stock shares, immediately after the merger:

 
  Period from June 8,
2011 through
December 31, 2011
Vringo common stock outstanding prior to the Merger     13,861,423  
Vringo common stock issued to former Innovate/Protect stockholders’     17,675,617  
Total common stock outstanding, pursuant to the Merger     31,537,040  
8. According to GAAP, in the post-combination consolidated financial statements, equity will reflect Innovate/Protect’s total equity just before the merger, plus the fair value of assumed assets of Vringo, net, as well as adjustments to equity caused by the consummation of the Merger (notes 4, 5 and 6). Specifically, in these consolidated pro forma financial statements, accumulated deficit will include only Innovate/Protect’s historical deficit, in the total amount of $2,754 thousand, plus adjustments reflected in notes 4 and 9. Vringo’s historical deficit, in the total amount of $37,546 thousand, will be cancelled upon consolidation. Finally, an adjustment to additional paid-in capital, in the total amount of $6,860 thousand was recorded, in order to adjust the total consolidated equity, as per the abovementioned GAAP requirements.
9. The adjustment of $1,685 thousand to the consolidated pro forma equity was recorded to reflect the impact of partial acceleration of vesting of outstanding options granted to employees, management and consultants of Vringo (according to the schedule of each optionee). This is a nonrecurring material event triggered directly by the Merger. As a result, the impact, as described it the table below, was not included in pro forma statements of operations. Based on the assumption that the Merger occurred on June 8, 2011, the accelerated vesting of options would have been recorded as follows:

 
  Period from June 8,
2011 through
December 31, 2011
     ($ — in thousands)
Research and development     165  
Sales and marketing     539  
General and administrative     981  
Total share based compensation expense related to acceleration of vesting triggered by the Merger     1,685  

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MARKET PRICE DATA AND DIVIDEND INFORMATION

Market Price

The table below sets forth, for the calendar quarters indicated, the high and low sales prices per share of Vringo common stock, which trades on the NYSE Amex under the symbol “VRNG.” Vringo’s fiscal year ends on December 31st.

   
  Vringo Common Stock
     High   Low
Fiscal Year 2010
                 
Third Quarter(1)   $ 3.60     $ 1.25  
Fourth Quarter   $ 3.30     $ 1.90  
Fiscal Year 2011
                 
First Quarter   $ 3.30     $ 1.43  
Second Quarter   $ 2.65     $ 1.00  
Third Quarter   $ 2.63     $ 1.11  
Fourth Quarter   $ 1.89     $ 0.98  
Fiscal Year 2012
                 
First Quarter   $ 1.84     $ 0.84  
Second Quarter (through April 5, 2012)   $ 4.05     $ 1.80  

(1) Vringo shares of common stock initiated trading on the NYSE Amex on June 22, 2011.

The closing price as of April 5, 2012 was $2.66.

Innovate/Protect is a private company and shares of its capital stock are not publicly traded.

Record Holders

As of April 2, 2012, Vringo had 54 stockholders of record.

Dividends

Vringo has not declared or paid any cash dividend on its capital stock during the two most recent fiscal years. Any determination to pay dividends to holders of Vringo common stock in the future will be at the discretion of the Vringo board of directors and will depend upon many factors, including Vringo’s financial condition, results of operations, capital requirements and any other factors that the Vringo board of directors considers appropriate.

On March 14, 2012, the trading day of the announcement of the Merger, the last reported sale price of Vringo’s common stock was $1.84, for an aggregate market value of Vringo of $25.5 million, or $48.7 million on a fully diluted basis. On ______________, 2012, the latest practicable date before the printing of this proxy statement/prospectus, the last reported sale price of Vringo’s common stock was $___, for an aggregate market value of Vringo of $___, or $___ on a fully diluted basis. Assuming the issuance on such date of an aggregate of 17,675,617 shares of Vringo common stock based on a common stock Exchange Ratio of 3.0176, an aggregate of 6,818 shares of Vringo preferred stock, an aggregate of 16,809,838 of Vringo warrants and options to purchase an aggregate of 41,178 shares of Vringo common stock if the Merger was completed on such date, the market value attributable to the shares of Vringo common stock to be issued to Innovate/Protect’s stockholders in the aggregate, or approximately ___% of the outstanding shares of the combined company calculated on a fully diluted basis, would equal $___.

The following table sets forth information as of March 30, 2012, regarding the beneficial ownership of the combined company upon completion of the Merger by (i) each person known by the management of Vringo and Innovate/Protect that is expected to become the beneficial owner of 5% of the common stock of the combined company upon completion of the Merger, (ii) each director and named executive officer of the combined company, and (iii) all directors and named executive officers of the combined company as a group. Information with respect to beneficial ownership is based solely on a review of Vringo capital stock transfer

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records and on publicly available filings made with the SEC by or on behalf of the stockholders listed below and on Innovate/Protect’s stock ledger. Unless otherwise indicated in the footnotes, the address for each listed stockholder is: c/o Innovate/Protect, Inc., 380 Madison Avenue, 22nd Floor, New York, New York 10017.

Percentage of beneficial ownership is calculated based on 13,861,423 shares of Vringo common stock outstanding as of March 30, 2012 and 12,592,661 shares of Innovate/Protect capital stock outstanding as of March 30, 2012 (which includes 6,818 shares of preferred stock and 5,774,661 shares of common stock). The percent of common stock of the combined company is based on 31,537,040 shares of common stock of the combined company outstanding upon completion of the Merger and assumes that the Exchange Ratio to be used in connection with the Merger is approximately 3.0176 shares of Vringo common stock for each share of Innovate/Protect capital stock (without giving effect to the proposed reverse stock split described elsewhere in this proxy statement/prospectus). Shares of Vringo common stock subject to stock options that are currently exercisable or exercisable within 60 days after March 30, 2012 are treated as outstanding and beneficially owned by the holder of such options for the purpose of computing the percentage ownership of the combined company’s common stock of such holder, but are not treated as outstanding for the purpose of computing the percentage ownership of the combined company’s common stock of any other stockholder. Shares of Innovate/Protect common stock subject to options or warrants that are currently exercisable or exercisable within 60 days of March 30, 2012 are treated as outstanding and beneficially owned by the holder of such options for the purpose of computing the percentage ownership of the combined company’s common stock of such holder, but are not treated as outstanding for the purpose of computing the percentage ownership of the combined company’s common stock of any other stockholder. Unless otherwise indicated, Vringo and Innovate/Protect believe that each of the persons named in this table has sole voting and investment power with respect to all shares shown as beneficially owned by them.

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Name and Address of Beneficial Owner   Amount of
Beneficial
Ownership(3)(4)(5)(6)
  Percent of
Class
5% Stockholders (Preferred)
                 
Hudson Bay Master Fund Ltd.
777 Third Avenue
New York, NY 10017
    6,474       95.0 % 
Iroquois Master Fund Ltd.
641 Lexington Ave, 26th Floor
New York, NY 10022
    344       5.0 % 
5% Stockholders (Common)
(Excluding Named Executive Officers and Directors)
                 
Hudson Bay Master Fund Ltd.
777 Third Avenue
New York, NY 10017
    3,500,223       9.99 % 
Iroquois Master Fund Ltd.
641 Lexington Ave, 26th Floor
New York, NY 10022
    1,952,530       6.0 % 
Frost Gamma Investments Trust
4400 Biscayne Boulevard
Miami, FL 33137
    1,606,872       5.0 % 
Michael and Betsy Brauser TBE
3164 NE 31st Avenue
Lighthouse Point, FL 33064
    1,660,435       5.2 % 
Barry Honig
4400 Biscayne Boulevard, Suite 850
Miami, FL 33137
    1,874,684       5.8 % 
Named Executive Officers and Directors:
                 
Andrew D. Perlman(1)     561,584       1.8 % 
Andrew Kennedy Lang(2)     8,034,360       23.7 % 
Seth M. Siegel(1)     557,830       1.7 % 
Alexander R. Berger(2)     2,678,120       8.3 % 
John Engelman(2)     183,669        *  
Donald E. Stout(2)     1,083,195       3.4 % 
H. Van Sinclair(2)     171,400        *  
Ellen Cohl(1)     188,854        *  
All executive officers and directors as a group (8 persons)     13,459,012       40.60 % 

* Does not exceed 1% of the class
(1) The address of each listed stockholder is c/o Vringo Inc., 44 W. 28th Street New York, New York, 10001.
(2) The address of each listed stockholder is c/o Innovate/Protect, Inc., 380 Madison Avenue, 22nd Floor, New York, New York 10017.
(3) Assumes the full exercise of all options and warrants held by the principal stockholders that are exercisable within 60 days of March 30, 2012.
(4) Aggregates shares owned by Donald E. Stout and the Donald E. and Mary Stout Trust, which Mr. Stout controls.
(5) In addition to any shares of Vringo common stock that Hudson Bay and its affiliates will hold after the

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Merger, Hudson Bay Master Fund Ltd. will hold warrants exercisable for shares of common stock, and 6,474 shares of Vringo preferred stock convertible into shares of Vringo common stock. In accordance with the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock with respect to the Vringo preferred stock to be filed by Vringo prior to the consummation of the Merger and the terms of the Vringo warrants to be received in connection with the Merger, Hudson Bay may not convert any of the Vringo preferred stock or exercise its warrants to purchase Vringo common stock to the extent that after giving effect to such conversion or exercise, as the case may be, Hudson Bay (together with its affiliates) would have acquired, through conversion of Vringo preferred stock, exercise of Vringo warrants or otherwise, beneficial ownership of a number of shares of Vringo common Stock that exceeds 9.99% of the number of shares of Vringo common stock outstanding immediately after giving effect to such conversion, excluding for purposes of such determination, shares of Vringo common stock issuable upon conversion of the Vringo preferred stock or exercise of the Vringo warrants that have not been converted or exercised. Hudson Bay Capital Management, L.P., the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management, L.P. Sander Gerber disclaims beneficial ownership over these securities.
(6) Iroquois Capital Management L.L.C., or Iroquois Capital, is the investment manager of Iroquois Master Fund Ltd., or IMF. Consequently, Iroquois Capital has voting control and investment discretion over securities held by IMF. As managing members of Iroquois Capital, Joshua Silverman and Richard Abbe make voting and investment decisions on behalf of Iroquois Capital in its capacity as investment manager to IMF. As a result of the foregoing, Messrs. Silverman and Abbe may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the securities held by IMF. Notwithstanding the foregoing, Messrs. Silverman and Abbe disclaim such beneficial ownership.

Because the market price of Vringo common stock is subject to fluctuation, the market value of the shares of Vringo common stock that holders of Innovate/Protect capital stock will receive in the Merger may increase or decrease. The foregoing information reflects only historical information.

Following the completion of the Merger and successful reapplication to the NYSE Amex for initial inclusion of the Vringo common stock on the NYSE Amex, the common stock of Vringo, including the shares of Vringo common stock issued to Innovate/Protect stockholders in connection with the Merger, will continue to be listed on the NYSE Amex.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus contain or may contain forward-looking statements of Vringo within the meaning of Section 21E of the Exchange Act, which is applicable to Vringo but not to Innovate/Protect because Vringo, unlike Innovate/Protect, is a public company subject to the reporting requirements of the Exchange Act. For this purpose, any statements contained herein, other than statements of historical fact, may be forward-looking statements under the provisions of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. Statements that include words such as may, will, project, might, expect, believe, anticipate, intend, could, would, estimate, continue or pursue or the negative of these words or other words or expressions of similar meaning may identify forward-looking statements. These forward-looking statements are found at various places throughout this proxy statement/prospectus and the other documents referred to and relate to a variety of matters, including but not limited to (i) the timing and anticipated completion of the Merger, (ii) the benefits expected to result from the Merger, (iii) the anticipated business of the combined company following the completion of the Merger, and (iv) other statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations, and assumptions of management are not guarantees of performance and are subject to significant risks and uncertainty. These forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in this proxy statement/prospectus and those that are referred to in this proxy statement/prospectus. Important factors that could cause actual results to differ materially from those described in forward-looking statements contained herein include, but are not limited to:

the expected timetable for completing the transaction;
the potential value created by the Merger for Vringo’s and Innovate/Protect’s stockholders;
the potential of the combined company’s technology platform;
the respective or combined ability to raise capital to fund the combined operations and business plan;
the continued listing of Vringo’s or the combined company’s securities on the NYSE Amex;
market acceptance of Vringo products;
the collective ability to protect intellectual property rights;
competition from other providers and products;
the ability to license and monetize the patents owned by Innovate/Protect, including the outcome of the Litigation against online search firms and other companies; and
the combined company’s management and board of directors.

In addition to the risk factors identified elsewhere, various important risks and uncertainties affecting each of Vringo and Innovate/Protect may cause the actual results of the combined company to differ materially from the results indicated by the forward-looking statement in this proxy statement/prospectus, including without limitation:

the financial condition, financing requirements, prospects and cash flow of Vringo and Innovate/Protect;
expectations regarding potential growth;
the inability to have Vringo securities listed for trading on the NYSE Amex or another national securities exchange;
the loss of strategic relationships;
competitive position;
introduction and proliferation of competitive products;

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changes in technology;
the inability to achieve sustained profitability;
failure to implement short- or long-term growth strategies;
decrease in the market price for the securities;
the cost of retaining and recruiting key personnel or the loss of such key personnel;
compliance with applicable laws;
ability to maintain or protect the validity of patents and other intellectual property;
ability to obtain a positive verdict or settlement arrangement in Innovate/Protect’s initial Litigation;
ability to internally develop new inventions and intellectual property; and
liquidity.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus or, in the case of documents referred to in this proxy statement/prospectus, as of the date of those documents. Vringo disclaims any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events, except as required by law.

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RISK FACTORS

In addition to the other information included and referred to in this proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 36, you should carefully consider the following risk factors before deciding how to vote your shares of Vringo common stock at the Vringo annual meeting. These factors should be considered in conjunction with the other information included by Vringo in this proxy statement/prospectus. If any of the risks described below or referred to in this proxy statement/prospectus actually materialize, the business, financial condition, results of operations, or prospects of Vringo, Innovate/Protect, and/or the combined company, or the stock price of Vringo and/or the combined company, could be materially and adversely affected.

Risks Related to the Merger

The issuance of Vringo’s securities to Innovate/Protect security holders in connection with the Merger will substantially dilute the voting power of current Vringo stockholders.

Pursuant to the terms of the Merger Agreement, it is anticipated that Vringo will issue to Innovate/Protect common and preferred stockholders shares of Vringo common stock and Vringo preferred stock, and warrants to purchase shares of Vringo common stock. After such issuance (without taking into account any shares of Vringo common stock held by Innovate/Protect stockholders prior to the completion of the Merger), the stockholders of Innovate/Protect are expected to own approximately 56.05% of the outstanding common stock of the combined company (or 67.55% of the outstanding common stock of the combined company calculated on a fully diluted basis) and the stockholders of Vringo are expected to own approximately 43.95% of the outstanding common stock of the combined company (or 32.45% of the outstanding common stock of the combined company calculated on a fully diluted basis). Accordingly, the issuance of shares of Vringo common stock to Innovate/Protect stockholders in connection with the Merger will significantly reduce the relative voting power of each share of Vringo common stock held by current Vringo stockholders.

The announcement and pendency of the Merger could have an adverse effect on the business prospects for Vringo and/or Innovate/Protect and on Vringo’s stock price and/or business, financial condition or results of operations.

While there have been no significant adverse effects to date, the announcement and pendency of the Merger could disrupt Vringo’s and/or Innovate/Protect’s prospective and current businesses in the following ways, among others:

third parties, including customers, suppliers and operators, may seek to terminate and/or renegotiate their relationships with Vringo or Innovate/Protect or decide not to conduct business with either Vringo or Innovate/Protect as a result of the Merger, whether pursuant to the terms of their existing agreements with Vringo and/or Innovate/Protect or otherwise. For example, Google, Inc. who was named as a defendant in the Litigation, may decline to conduct any business with Vringo or may seek to assert patent litigation claims against Vringo; and
the attention of Vringo and/or Innovate/Protect management may be directed toward the completion of the Merger and related matters and may be diverted from the day-to-day business operations of their respective companies, including from other opportunities that might otherwise be beneficial to Vringo or Innovate/Protect.

Should they occur, any of these matters could adversely affect the stock price of Vringo or harm the financial condition, results of operations, or business prospects of Vringo, Innovate/Protect, and/or the combined company.

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Failure to complete the Merger or delays in completing the Merger could negatively impact Vringo’s business, financial condition, or results of operations or Vringo’s stock price.

The completion of the Merger is subject to a number of conditions and there can be no assurance that the conditions to the completion of the Merger will be satisfied at all or satisfied in a timely manner. If the Merger is not completed or delayed, Vringo will be subject to several risks, including:

the current trading price of Vringo common stock may reflect a market assumption that the Merger will occur, meaning that a failure to complete the Merger or delays in completing the Merger could result in a decline in the price of Vringo common stock;
certain executive officers and/or directors of Vringo or Innovate/Protect may seek other employment opportunities, and the departure of any of Vringo’s or Innovate/Protect’s executive officers and the possibility that Vringo would be unable to recruit and hire experienced executives could negatively impact Vringo’s future business;
the Vringo board of directors will need to reevaluate Vringo’s strategic alternatives, such alternatives will include other merger and acquisition opportunities and/or additional financing necessary to ensure that Vringo will continue to operate as a going concern;
Vringo may be delisted from the NYSE Amex for failure to comply with NYSE Amex requirements related to minimum stockholders’ equity;
Under certain circumstances, if the Merger is terminated by either Vringo or Innovate/Protect in connection with or due to Vringo entering into an alternate transaction constituting a superior proposal, then Vringo is required to pay to Innovate/Protect a fee equal to 5% of the consideration paid to all security holders of Vringo in connection with such superior proposal in the same form as such consideration is paid to such security holders;
Vringo is expected to incur substantial transaction costs in connection with the Merger whether or not the Merger is completed; and
Vringo would not realize any of the anticipated benefits of having completed the Merger.

If the Merger is not completed, these risks may materialize and materially and adversely affect Vringo’s business, financial condition, results of operations, and Vringo’s stock price.

Any delay in completing the Merger may substantially reduce the benefits that Vringo expects to obtain from the Merger.

In addition to obtaining the approval of the stockholders of each of Vringo and Innovate/Protect for the consummation of the Merger, the Merger is subject to a number of other conditions beyond the control of Vringo that may prevent, delay, or otherwise materially adversely affect its completion. Vringo cannot predict whether or when the conditions required to complete the Merger will be satisfied. The requirements for satisfying the closing conditions could delay the completion of the Merger for a significant period of time or prevent it from occurring. Any delay in completing the Merger may materially adversely affect the benefits that Vringo expects to achieve if the Merger and the integration of the companies’ respective businesses are completed within the expected timeframe.

NYSE Amex considers the anticipated Merger a “reverse merger” and therefore has required that Vringo submit a new listing application, which requires certain actions on the part of the combined company which may not be successful and, if unsuccessful, could make it more difficult for holders of shares of the combined company to sell their shares.

NYSE Amex considers the Merger proposed in this proxy statement/prospectus a “reverse merger” and has required that Vringo submit a new listing application. NYSE Amex may not approve Vringo’s new listing application for the NYSE Amex on a timely basis, or at all. If this occurs and the Merger is still completed, you may have difficulty converting your investments into cash effectively.

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Additionally, as part of the new listing application, Vringo may be required to submit, among other things, a plan for the combined company to conduct a reverse stock split. A reverse stock split would likely increase the per share trading price by an as yet undetermined multiple. The change in share price may affect the volatility and liquidity of the combined company’s stock, as well as the marketplace’s perception of the stock. As a result, the relative price of the combined company’s stock may decline and/or fluctuate more than in the past, and you may have trouble converting your investments in the combined company into cash effectively.

Some of the directors and executive officers of Vringo have interests in the Merger that are different from, or in addition to, those of the other Vringo stockholders.

When considering the recommendation by the Vringo board of directors that the Vringo stockholders vote “for” each of the Vringo Merger Proposals, Vringo’s stockholders should be aware that certain of the directors and executive officers of Vringo have arrangements that provide them with interests in the Merger that are different from, or in addition to, those of the stockholders of Vringo.

For instance, in connection with the Merger, (i) each of Seth M. Siegel, Andrew D. Perlman and John Engelman, each a current director of the Vringo board of directors, will continue to serve as a director of the combined company following the completion of the Merger, and the remaining directors of Vringo will resign, effective as of the completion of the Merger, (ii) Andrew D. Perlman and Ellen Cohl, currently executive officers of Vringo, will remain executive officers of the combined company following the completion of the Merger, (iii) upon the change of control in connection with the consummation of the Merger, there will be a one year acceleration of option vesting for option holders for option grants prior to the consummation of the Merger, except for Andrew D. Perlman who will be entitled to 50% acceleration for all of his unvested options granted to him prior to him becoming Chief Executive Officer of Vringo; and (iv) directors of Vringo, other than Mr. Perlman, departing within six months from a subsequent change of control would receive full acceleration of vesting for any unvested options and extension of the termination period for option exercises to one year from cessation of board service.

In addition, the directors and executive officers of Vringo also have certain rights to indemnification and to directors’ and officers’ liability insurance that will be provided by the combined company following the completion of the Merger. See the sections entitled “The Merger — Interests of Vringo Directors and Executive Officers in the Merger” beginning on page 73.

On March 11, 2012, in connection with the appointment of Andrew D. Perlman as Chief Executive Officer, the Vringo board of directors approved an increase in Mr. Perlman’s salary to $250,000 per year and the payment of severance for one year in the event he is no longer the Chief Executive Officer in connection with a change of control. In addition, the Vringo board of directors approved the grant of options to purchase 450,000 shares at an exercise price of $1.65 per share. Vringo and Mr. Perlman expect to enter into an amendment to his employment agreement to memorialize the foregoing terms.

The Vringo board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and in recommending that Vringo stockholders approve the Vringo Merger Proposals.

The Merger Agreement contains provisions that could discourage or make it difficult for a third party to acquire Vringo prior to the completion of the Merger.

The Merger Agreement contains provisions that make it difficult for Vringo to entertain a third-party proposal for an acquisition of Vringo. These provisions include the general prohibition on Vringo’s soliciting or engaging in discussions or negotiations regarding any alternative acquisition proposal. In addition, under certain circumstances, if the Merger is terminated by either Vringo or Innovate/Protect in connection with or due to Vringo entering into an alternate transaction constituting a superior proposal, then Vringo is required to pay to Innovate/Protect a fee equal to 5% of the consideration paid to all security holders of Vringo in connection with such superior proposal in the same form as such consideration is paid to such security holders. See the sections entitled “The Merger Agreement — No Solicitation,” “The Merger Agreement — Board Recommendations” and “The Merger Agreement — Termination Fees and Expenses” beginning on pages 85, 86, and 88, respectively.

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These provisions might discourage an otherwise interested third party from considering or proposing an acquisition of Vringo, even one that may be deemed of greater value than the Merger to Vringo stockholders.

Innovate/Protect can terminate the Merger Agreement for any reason or no reason upon payment of a termination fee and Vringo will have no recourse against Innovate/Protect.

Pursuant to the Merger Agreement, Innovate/Protect can terminate the Merger Agreement, at any time, for any reason or no reason, upon payment to Vringo of a termination fee equal to $5,000,000. Vringo will have no recourse against Innovate/Protect other than receiving such termination fee and would not realize any of the anticipated benefits of having completed the Merger.

If the Merger does not qualify as a reorganization under Section 368(a) of the Code, the stockholders of Innovate/Protect may be required to pay substantial U.S. federal income taxes as a result of the Merger as would Innovate/Protect.

Vringo and Innovate/Protect intend that the Merger will qualify as a “reorganization” under Section 368(a) of the Code. Vringo and Innovate/Protect currently anticipate that the U.S. holders of shares of Innovate/Protect capital stock generally will not recognize taxable gain or loss as a result of the Merger. However, neither Vringo nor Innovate/Protect has requested, or intends to request, a ruling from the Internal Revenue Service (the “IRS”) with respect to the tax consequences of the Merger, and there can be no assurance that the companies’ position would be sustained if challenged by the IRS. Accordingly, if there is a final determination that the Merger does not qualify as a “reorganization” under Section 368(a) of the Code and is taxable for U.S. federal income tax purposes, Innovate/Protect stockholders generally would recognize taxable gain or loss on their receipt of equity securities of Vringo in connection with the Merger equal to the difference between such stockholder’s adjusted tax basis in their shares of Innovate/Protect capital stock and the fair market value of the equity securities of Vringo. Moreover, Innovate/Protect would recognize gain on the net appreciation in its assets since it would be deemed to have sold all of its assets in a taxable sale to Merger Sub. For a more complete discussion of the material U.S. federal income tax consequences of the Merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 77.

Litigation may be instituted against Vringo, members of the Vringo board of directors, Innovate/Protect, members of the Innovate/Protect board of directors, and Merger Sub challenging the Merger and adverse judgments in these lawsuits may prevent the Merger from becoming effective within the expected timeframe or at all.

Vringo, members of the Vringo board of directors, Innovate/Protect, members of the Innovate/Protect board of directors, and Merger Sub may be named as defendants in class action lawsuits to be brought by Vringo of Innovate/Protect stockholders challenging the Merger. If the plaintiffs in these potential cases are successful, they may prevent the parties from completing the Merger in the expected timeframe, if at all. Even if the plaintiffs in these potential actions are not successful, the costs of defending against such claims could adversely affect the financial condition of Vringo or Innovate/Protect.

Risks Related to the Combined Company if the Merger Is Completed

The failure to integrate successfully the businesses of Vringo and Innovate/Protect in the expected timeframe could adversely affect the combined company’s future results following the completion of the Merger.

The success of the Merger will depend, in large part, on the ability of the combined company following the completion of the Merger to realize the anticipated benefits from combining the businesses of Vringo and Innovate/Protect.

The failure to integrate successfully and to manage successfully the challenges presented by the integration process may result in the combined company’s failure to achieve some or all of the anticipated benefits of the Merger.

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Potential difficulties that may be encountered in the integration process include the following:

using the combined company’s cash and other assets efficiently to develop the business of the combined company;
appropriately managing the liabilities of the combined company;
potential unknown or currently unquantifiable liabilities associated with the Merger and the operations of the combined company;
potential unknown and unforeseen expenses, delays or regulatory conditions associated with the Merger; and
performance shortfalls at one or both of the companies as a result of the diversion of management’s attention caused by completing the Merger and integrating the companies’ operations.

Vringo may not realize the potential value and benefits created by the Merger.

The success of the Merger will depend, in part, on Vringo’s ability to realize the expected potential value and benefits created from integrating Vringo’s existing business with Innovate/Protect’s business, which includes the maximization of the economic benefits of the combined company’s intellectual property portfolio. The integration process may be complex, costly, and time-consuming. The difficulties of integrating the operations of Innovate/Protect’s business could include, among others:

failure to implement Vringo’s business plan for the combined business;
unanticipated issues in integrating the business of both companies;
lost sales and customers as a result of certain customers of Vringo deciding not to do business with Vringo after the Merger;
loss of key employees with knowledge of Vringo’s historical business and operations;
unanticipated changes in applicable laws and regulations; and
other unanticipated issues, expenses, or liabilities that could impact, among other things, Vringo’s ability to realize any expected benefits on a timely basis, or at all.

Vringo may not accomplish the integration of Innovate/Protect’s business smoothly, successfully, or within the anticipated costs or time frame. The diversion of the attention of management from Vringo’s current operations to the integration effort and any difficulties encountered in combining businesses could prevent Vringo from realizing the full expected potential value and benefits to result from the Merger and could adversely affect its business. In addition, the integration efforts could divert the focus and resources of the management of Vringo and Innovate/Protect from other strategic opportunities and operational matters during the integration process.

The combined company will be dependent on certain key personnel, and the loss of these key personnel could have a material adverse effect on the combined company’s business, financial conditions and results of operations.

The success and future prospects of the combined company largely depend on the skills, experience and efforts of its key personnel, including Andrew D. Perlman, Vringo’s current Chief Executive Officer and President, and Andrew Kennedy Lang, Innovate/Protect’s Chief Executive Officer, Chief Technology Officer and President. The loss of Messrs. Perlman or Lang or other executives of the combined company, or the combined company’s failure to retain other key personnel, would jeopardize the combined company’s ability to execute its strategic plan and materially harm its business.

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The Merger will result in changes to the Vringo board of directors and the combined company may pursue different strategies than either Vringo or Innovate/Protect may have pursued independently.

If the parties complete the Merger, the composition of the Vringo board of directors will change in accordance with the Merger Agreement. Following the completion of the Merger, the combined company’s board of directors will consist of seven members, including Seth M. Siegel, as Chairman, Andrew D. Perlman, John Engelman, all of whom are currently members of the Vringo board of directors, and Andrew Kennedy Lang, Alexander R. Berger, Donald E. Stout and H. Van Sinclair, all of whom are currently members of the Innovate/Protect board of directors. Currently, it is anticipated that the combined company will maximize the economic benefits of its intellectual property portfolio, add significant talent in technological innovation and potentially enhance its opportunities for revenue generation through the monetization of the combined company’s assets. However, because the composition of the board of directors of the combined company will consist of directors from both Vringo and Innovate/Protect, the combined company may determine to pursue certain business strategies that neither Vringo nor Innovate/Protect would have pursued independently.

Ownership of the combined company’s common stock may be highly concentrated, and it may prevent you and other stockholders from influencing significant corporate decisions and may result in conflicts of interest that could cause the combined company’s stock price to decline.

Upon completion of the Merger, Vringo’s and Innovate/Protect’s executive officers and directors continuing with the combined company and are expected to beneficially own or control approximately 40.6% of the combined company (see the sections entitled “Vringo Security Ownership of Certain Beneficial Owners and Management” beginning on page 157, “Innovate/Protect Security Ownership of Certain Beneficial Owners and Management” beginning on page 158 and “Security Ownership of Certain Beneficial Owners and Management of the Combined Company Following the Merger” beginning on page 160 for more information on the estimated ownership of the combined company following the Merger). Accordingly, these executive officers and directors, acting individually or as a group, will have substantial influence over the outcome of a corporate action of the combined company requiring stockholder approval, including the election of directors, any merger, consolidation or sale of all or substantially all of the combined company’s assets or any other significant corporate transaction. These stockholders may also exert influence in delaying or preventing a change in control of the combined company, even if such change in control would benefit the other stockholders of the combined company. In addition, the significant concentration of stock ownership may adversely affect the market value of the combined company’s common stock due to investors’ perception that conflicts of interest may exist or arise.

The success of the combined company will depend in part on relationships with third parties, which relationships may be affected by third-party preferences or public attitudes about the Merger. Any adverse changes in these relationships could adversely affect the combined company’s business, financial condition, or results of operations.

The combined company’s success will be dependent on its ability to maintain and renew the business relationships of both Vringo and Innovate/Protect and to establish new business relationships. There can be no assurance that the management of the combined company will be able to maintain such business relationships, or enter into or maintain new business contracts and other business relationships, on acceptable terms, if at all. The failure to maintain important business relationships could have a material adverse effect on the business, financial condition, or results of operations of the combined company.

Future results of the combined company may differ materially from the unaudited pro forma financial statements presented in this proxy statement/prospectus and the financial forecasts prepared by Vringo and Innovate/Protect in connection with discussions concerning the Merger.

The future results of the combined company may be materially different from those shown in the unaudited pro forma combined financial statements presented in this proxy statement/prospectus, which show only a combination of the historical results of Vringo and Innovate/Protect prepared by Vringo and Innovate/Protect in connection with discussions concerning the Merger. Vringo expects to incur significant costs associated with the completion of the Merger and combining the operations of the two companies. The exact magnitude of these costs are not yet known, but are estimated to be approximately $______ million.

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Furthermore, these costs may decrease the capital that the combined company could use for continued development of the combined company’s business in the future or may cause the combined company to seek to raise new capital sooner than expected.

The combined company will require additional capital to support its present business plan and its anticipated business growth, and such capital may not be available on acceptable terms, or at all, which would adversely affect the combined company’s ability to operate.

The combined company will require additional funds to further develop its business plan. Based on current operating plans of Vringo and Innovate/Protect, the current resources of the combined company are expected to be sufficient to fund its planned operations into the fourth quarter of 2012.

The combined company intends to continue to make investments to support its business growth, including patent or other intellectual property asset creation. In addition, the combined company may also need additional funds to respond to business opportunities and challenges, including its ongoing operating expenses, protecting its assets, satisfying debt payment obligations, developing new lines of business and enhancing its operating infrastructure. While the combined company will need to seek additional funding, it may not be able to obtain financing on acceptable terms, or at all. In addition, the terms of the combined company’s financings may be dilutive to, or otherwise adversely affect, holders of its common stock. The combined company may also seek additional funds through arrangements with collaborators or other third parties. The combined company may not be able to negotiate arrangements on acceptable terms, if at all. If the combined company is unable to obtain additional funding on a timely basis, it may be required to curtail or terminate some or all of its business plans.

The combined company’s business and financial condition could be constrained by the debt incurred in connection with the Merger.

Innovate/Protect is obligated under a senior secured note payable to Hudson Bay with an outstanding balance of $3,200,000 as of December 31, 2011. The senior secured note accrues interest at 0.46% per annum and matures on June 22, 2014. Hudson Bay has the option of requiring Innovate/Protect to redeem up to $2,000,000 aggregate principal of the senior secured note beginning March 22, 2012. Pursuant to a letter agreement dated March 12, 2012, by and between Innovate Protect and Hudson Bay, Hudson Bay agreed not to exercise its right of redemption until the earlier of (i) any termination of the Merger Agreement pursuant to the terms of the Merger Agreement or (ii) the effective time of the Merger; provided that if the Merger is consummated, the note will be amended and restated and the holder may exercise any and all rights and remedies pursuant to such amended and restated note delivered at the closing of the Merger, including with respect to any optional redemption provisions contained therein. Innovate/Protect has granted Hudson Bay a security interest in all of its tangible and intangible personal property (including the Lycos’s patents) to secure its obligations under the senior secured note.

In connection with the Merger, Vringo will guaranty the senior secured note. This could have a material adverse effect on the financial condition of Vringo following the Merger, including limiting Vringo’s ability to incur additional indebtedness, limiting its available funds for future operations and making Vringo vulnerable to economic or industry downturns.

The price of Vringo common stock after the Merger is completed may be affected by factors different from those currently affecting the shares of Vringo.

Upon completion of the Merger, holders of Innovate/Protect capital stock will become holders of Vringo common stock and preferred stock. The business of Vringo differs from the business of Innovate/Protect and, accordingly, the results of operations of the combined company and the trading price of Vringo common stock following the completion of the Merger may be significantly affected by factors different from those currently affecting the independent results of operations of Vringo because the combined company will be conducting activities not undertaken by Vringo prior to the completion of the Merger. For a discussion of the businesses of Vringo and Innovate/Protect and of certain factors to consider in connection with those businesses, see the sections entitled “Vringo’s Business,” “Vringo’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Innovate/Protect’s Business,” “Innovate/Protect’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the financial statements of

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Vringo and Innovate/Protect, including the notes thereto, which are included elsewhere in this proxy statement/prospectus, and the other information contained in this proxy statement/prospectus.

Material weaknesses may exist when the combined company reports on the effectiveness of its internal control over financial reporting for purposes of its reporting requirements.

Prior to the filing of the registration statement of which this proxy statement/prospectus forms a part, Innovate/Protect was not subject to Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”). Therefore, Innovate/Protect’s management and independent registered public accounting firm did not perform an evaluation of Innovate/Protect’s internal control over financial reporting as of December 31, 2011 in accordance with the provisions of Sarbanes-Oxley. Material weaknesses may exist when the combined company reports on the effectiveness of its internal control over financial reporting for purposes of its reporting requirements under the Exchange Act or Section 404 of Sarbanes-Oxley following the completion of the Merger. The existence of one or more material weaknesses would preclude a conclusion that the combined company maintains effective internal control over financial reporting. Such a conclusion would be required to be disclosed in the combined company’s future Annual Reports on Form 10-K and could impact the accuracy and timing of its financial reporting and the reliability of its internal control over financial reporting, which could harm the combined company’s reputation and cause the market price of its common stock to drop.

Vringo does not expect the combined company to pay cash dividends on its common stock.

Vringo anticipates that the combined company will retain its earnings, if any, for future growth and therefore does not anticipate paying cash dividends on its common stock in the future. Investors seeking cash dividends should not invest in the combined company’s common stock for that purpose.

Anti-takeover provisions in the combined company’s charter and bylaws may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of the combined company difficult.

The combined company’s certificate of incorporation and bylaws will contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could limit the price that investors might be willing to pay in the future for shares of the combined company’s common stock.

Because the lack of a public market for Innovate/Protect’s capital stock makes it difficult to evaluate the fairness of the Merger, Innovate/Protect’s stockholders may receive consideration in the Merger that is greater than or less than the fair market value of Innovate/Protect’s capital stock.

The outstanding capital stock of Innovate/Protect is privately held and is not traded in any public market. The lack of a public market makes it difficult to determine the fair market value of Innovate/Protect. Since the percentage of Vringo common stock, preferred stock and warrants to be issued to Innovate/Protect’s stockholders was determined based on negotiations between the parties, it is possible that the value of the Vringo common stock, preferred stock and warrants to be issued in connection with the Merger will be greater than the fair market value of Innovate/Protect. Alternatively, it is possible that the value of the shares of Vringo common stock, preferred stock and warrants to be issued in connection with the Merger will be less than the fair market value of Innovate/Protect.

If any of the events described in “Risks Related to Vringo’s Business” or “Risks Related to Innovate/Protect’s Business” occur, those events could cause the potential benefits of the Merger not to be realized.

Following the completion of the Merger, current Vringo executive officers and certain Innovate/Protect executive officers and certain Innovate/Protect and Vringo directors will direct the business and operations of the combined company. Additionally, Innovate/Protect’s business is expected to be an important part of the business of the combined company following the Merger. As a result, the risks described below in the section entitled “Risks Related to Innovate/Protect’s Business” beginning on page 54 are among the significant risks to the combined company if the Merger is completed. To the extent any of the events in the risks described below in either the section entitled “Risks Related to Vringo’s Business” or “Risks Related to Innovate/

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Protect’s Business” occur, those events could cause the potential benefits of the Merger not to be realized and the market price of the combined company’s common stock to decline.

Risks Related to Vringo’s Business

Vringo is currently, and after the completion of the Merger the combined company will continue to be, subject to the risks described below.

Vringo may not be able to consummate the Merger with Innovate/Protect.

The consummation of the Merger with Innovate/Protect is subject to stockholders approval and other closing conditions. Vringo has expended significant effort and management attention to the proposed transaction. There is no assurance that the Merger will be approved. For example, Vringo’s stockholders may not approve the Merger. If the Merger is not consummated for any reason, Vringo’s business and operations, as well as the market price of its stock and warrants may be adversely affected.

To date, Vringo has generated only losses, which are expected to continue for the foreseeable future.

As of December 31, 2011, Vringo had a cash balance of $1.2 million and $1.0 million of net working capital. For the years ended December 31, 2011 and 2010 and for the cumulative period from inception until December 31, 2011, Vringo incurred net losses of $7.5 million, $9.9 million and $37.5 million, respectively. As of December 31, 2011, Vringo’s deficit in stockholders’ equity was $1.2 million.

Vringo expects its net losses to continue in the foreseeable future, as Vringo continues to grow its user base through carrier partnerships, continue to ensure it has broad handset reach, enhance its viral and social tools, maintain and grow its product and technology portfolio, build a strong revenue base of recurring monthly subscription revenue, find new forms of distribution, and explore monetization through advertising and revenue through content sales.

Vringo is a development stage company with no significant source of income and there is a significant doubt about Vringo’s ability to continue its activities as a going concern.

Vringo is still a development stage company. Vringo’s operations are subject to all of the risks inherent in development stage companies that do not have significant revenues or operating income. Vringo’s potential for success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with a new business, especially technology start-up companies. Vringo cannot provide any assurance that its business objectives will be accomplished. All of Vringo’s audited consolidated financial statements, since inception, have contained a statement by Vringo’s management that raises substantial doubt about Vringo being able to continue as a going concern unless Vringo is able to raise additional capital. Vringo’s financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should Vringo’s operations cease.

Vringo believes that current cash levels will be sufficient to support its activity into the fourth quarter of 2012.The continuation of its business is dependent upon the successful consummation of the Merger with Innovate/Protect, or similar merger or acquisition, financing and upon the further development of Vringo’s products.

The exercise of a substantial number of warrants or options by Vringo’s security holders may have an adverse effect on the market price of Vringo common stock.

Should Vringo’s currently outstanding warrants be exercised, there will be an additional 7,885,042 shares of common stock eligible for trading in the public market. In addition, Vringo currently has options outstanding to purchase 4,718,450 shares of common stock, granted as of the reporting date, to Vringo’s management, employees, directors and consultants. In March 2012, the Vringo board of directors approved participation of all outstanding options in future dividends, as well as, acceleration of vesting of all outstanding options, if certain market conditions are met. In addition, all outstanding options granted to members of the board of directors shall fully vest if a member of the Vringo board of directors ceases to be a director at any time during the six-month period immediately following the change of control. Certain options that are outstanding have exercise prices that are below, and in some cases significantly below, recent market

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prices. Such securities, if exercised, will increase the number of issued and outstanding shares of common stock. Therefore, the sale, or even the possibility of sale, of the shares of common stock underlying the warrants and options could have an adverse effect on the market price for Vringo’s securities or on Vringo’s ability to obtain future financing. The average weighted exercise price of all currently outstanding warrants and options, as of March 30, 2012, is $3.17 per share.

Under the terms of the Merger Agreement, Vringo will issue Innovate/Protect stockholders warrants to purchase 15,959,838 shares of Vringo common stock at an exercise price of $1.76 per share, each subject to equitable adjustment in the event of a reverse stock split. In addition, the issued and outstanding warrant to purchase 250,000 shares of Innovate/Protect’s common stock that is outstanding and unexercised immediately prior to the Merger will be exchanged for 250,000 shares of Vringo common stock and 850,000 warrant to purchase 850,000 shares of Vringo common stock with an exercise price of $1.76 per share, each subject to equitable adjustment in the event of a reverse stock split. In addition, the aggregate number of shares of Vringo common stock and the aggregate number of warrants (and the aggregate number of shares of Vringo common stock that may be purchased upon exercise thereof) to be issued in exchange for the issued and outstanding warrant of Innovate/Protect shall each be ratably adjusted to give effect to any partial exercise of such warrant prior to the effective time of the Merger. Finally, all outstanding and unexercised options to purchase Innovate/Protect common stock, whether vested or unvested, will be converted into options to purchase Vringo common stock with the number of shares subject to and the exercise price applicable to such options being appropriately adjusted based on the Common Stock Exchange Ratio. As a result of an approval of the Merger with Innovate/Protect, the total number of warrants and options held by Vringo’s security holders will be increased by 16,851,016 and the former stockholders of Innovate/Protect (without taking into account any shares of Vringo common stock held by Innovate/Protect stockholders prior to the completion of the Merger) are expected to own approximately 56.05% of the outstanding common stock of the combined company (or 67.55% of the outstanding common stock of the combined company calculated on a fully diluted basis) and the current stockholders of Vringo are expected to own approximately 43.95% of the outstanding common stock of the combined company (or 32.45% of the outstanding common stock of the combined company calculated on a fully diluted basis).

Future sales of Vringo’s shares of common stock by its stockholders could cause the market price of Vringo common stock to drop significantly, even if Vringo’s business is performing well.

As of March 30, 2012, Vringo has 13,861,423 shares of common stock issued and outstanding, excluding shares of common stock issuable upon exercise of warrants or options. As shares saleable under Rule 144 are sold or as restrictions on resale need, the market price of Vringo common stock could drop significantly, if the holders of restricted shares sell them, or are perceived by the market as intending to sell them. This decline in Vringo’s stock price could occur even if Vringo’s business is otherwise performing well. On March 30, 2012, Vringo filed with the SEC a Registration Statement on Form S-3 to register shares of common stock underlying the 2,672,756 new warrants issued in February 2012 (including 11,834 warrants issued to Vringo’s placement agent) and Vringo anticipates registering in the near future shares of common stock underlying 4,718,450 options currently outstanding under Vringo’s 2006 Stock Option Plan.

Under the terms of the Merger Agreement, Vringo will issue Innovate/Protect stockholders 17,425,628 of its common stock shares and Series A Convertible Preferred stock, initially convertible into 20,573,998 of Vringo shares of common stock. In addition, the outstanding warrant to purchase 250,000 shares of Innovate/Protect’s common stock will be exchanged for 250,000 shares of Vringo common stock and 850,000 warrants to purchase 850,000 shares of Vringo common stock with an exercise price of $1.76 per share, each subject to equitable adjustment in the event of a reverse stock split. In addition, the aggregate number of shares of Vringo common stock and the aggregate number of warrants (and the aggregate number of shares of Vringo common stock that may be purchased upon exercise thereof) to be issued in exchange for the issued and outstanding warrant of Innovate/Protect shall each be ratably adjusted to give effect to any partial exercise of such warrant prior to the effective time of the Merger. Upon the consummation of the Merger, the number of outstanding shares of common stock (calculated on a fully diluted basis) held by Vringo’s security holders will significantly increase.

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If Vringo is not able to adequately protect its intellectual property, Vringo may not be able to compete effectively.

Vringo’s ability to compete depends in part upon the strength of Vringo’s proprietary rights in its technologies, brands and content. Vringo relies on a combination of U.S. and foreign patents, copyrights, trademark, trade secret laws and license agreements to establish and protect its intellectual property and proprietary rights. The efforts Vringo has taken to protect its intellectual property and proprietary rights may not be sufficient or effective at stopping unauthorized use of its intellectual property and proprietary rights. In addition, effective trademark, patent, copyright and trade secret protection may not be available or cost-effective in every country in which Vringo’s services are made available. There may be instances where Vringo is not able to fully protect or utilize its intellectual property in a manner that maximizes competitive advantage. If Vringo is unable to protect its intellectual property and proprietary rights from unauthorized use, the value of Vringo’s products may be reduced, which could negatively impact Vringo’s business. Vringo’s inability to obtain appropriate protections for its intellectual property may also allow competitors to enter Vringo’s markets and produce or sell the same or similar products. In addition, protecting Vringo’s intellectual property and other proprietary rights is expensive and diverts critical managerial resources. If any of the foregoing were to occur, or if Vringo is otherwise unable to protect its intellectual property and proprietary rights, Vringo’s business and financial results could be adversely affected.

If Vringo is forced to resort to legal proceedings to enforce its intellectual property rights, the proceedings could be burdensome and expensive. In addition, Vringo’s proprietary rights could be at risk if Vringo is unsuccessful in, or cannot afford to pursue, those proceedings. Vringo also relies on trade secrets and contract law to protect some of its proprietary technology. Vringo has entered into confidentiality and invention agreements with its employees and consultants. Nevertheless, these agreements may not be honored and they may not effectively protect Vringo’s right to its un-patented trade secrets and know-how. Moreover, others may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to Vringo’s trade secrets and know-how.

The possibility of extensive delays in the patent issuance process could effectively reduce the term during which a marketed product is protected by patents.

Vringo may need to obtain licenses to patents or other proprietary rights from third parties. Vringo may not be able to obtain the licenses required under any patents or proprietary rights or they may not be available on acceptable terms. If Vringo does not obtain required licenses, Vringo may encounter delays in product development or find that the development, manufacture or sale of products requiring licenses could be foreclosed. Vringo may, from time to time, support and collaborate in research conducted by universities and governmental research organizations. Vringo may not be able to acquire exclusive rights to the inventions or technical information derived from these collaborations, and disputes may arise over rights in derivative or related research programs conducted by Vringo or its collaborators.

If Vringo or its users infringe on the intellectual property rights of third parties, Vringo may have to defend against litigation and pay damages and Vringo’s business and prospects may be adversely affected.

If a third party were to assert that Vringo’s products infringe on its patent, copyright, trademark, right of publicity, right of privacy, trade secret or other intellectual property rights, Vringo could incur substantial litigation costs and be forced to pay substantial damages. Third-party infringement claims, regardless of their outcome, would not only consume significant financial resources, but would also divert Vringo’s management time and attention. Such claims or the lack of available access to certain sites or content could also cause Vringo’s customers or potential customers to purchase competitors’ products if such competitors have access to the sites or contents that Vringo is lacking or defer or limit their purchase or use of Vringo’s affected products or services until resolution of the claim. In connection with any such claim or litigation, Vringo’s mobile carriers and other partners may decide to re-assess their relationships with Vringo, especially if they perceive that they may have potential liability or if such claimed infringement is a possible breach of Vringo’s agreement with such mobile carrier. If any of Vringo’s products are found to violate third-party intellectual property rights, Vringo may have to re-engineer one or more of its products, or Vringo may have to obtain licenses from third parties to continue offering its products without substantial re-engineering. Vringo’s efforts

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to re-engineer or obtain licenses could require significant expenditures of time and money and may not be successful. Accordingly, any claims or litigation regarding Vringo’s infringement of intellectual property of a third party by Vringo or its users could have a material adverse effect on Vringo’s business and prospects.

Third party infringement claims could also significantly limit Vringo Studio products and the content available in Vringo’s content library. The Vringo Studio tool allows users to access video from multiple sites on the web or from their computer and then edit and send these video clips to their mobile phones as customized video ringtones. These websites could choose to block Vringo from accessing their content for violating their terms of service by allowing users to download clips or for any other reason, which could significantly limit the availability of content in the Vringo Studio. Additionally, while Vringo employs special software that seeks to determine whether a clip is copyrighted or otherwise restricted, it is not feasible for Vringo to determine whether users of Vringo Studio own or acquire appropriate intellectual property permissions to use each clip before it is downloaded. Therefore, Vringo requires users of the Vringo Studio to certify that they have the rights to use the content that they desire to send to their phone. Additionally, while the majority of the clips in Vringo’s content library are either licensed by Vringo directly or are public domain or creative commons, Vringo’s content library contains certain clips which Vringo has not licensed from the content owner. As a result, Vringo may receive cease-and-desist letters, or other threats of litigation, from website hosts and content owners asserting that Vringo is infringing on their intellectual property or violating the terms and conditions of their websites. In such a case, Vringo will remove or attempt to obtain licenses for such content or obtain additional content from other websites. However, there is no assurance that Vringo will be able to enter into license agreements with content owners. Consequently, Vringo may be forced to remove a portion of its content from its library and significantly limit the availability of content in the Vringo Studio. This would negatively impact Vringo’s user experience and may cause users to cancel Vringo’s service and make Vringo’s service less attractive to its partners.

If Vringo is unable to enter into or maintain distribution arrangements with major mobile carriers and/or other partners and develop and maintain strategic relationships with such mobile carriers and/or other partners, Vringo will be unable to distribute its products effectively or generate significant revenue.

Vringo’s strategy for pursuing a significant share of the video ringtone market is dependent upon establishing distribution arrangements with major mobile carriers and other partners. Vringo needs to develop and maintain strategic relationships with these entities in order for them to market its service to their end users. While Vringo has entered into agreements with certain partners pursuant to which Vringo’s service may be made available to their end-users, such agreements are not exclusive and generally do not obligate the partner to market or distribute Vringo’s service. In addition, a number of Vringo’s distribution agreements allow the mobile carrier to terminate its rights under the agreement at any time and for any reason upon 30 days’ notice. Vringo is dependent upon the subsequent success of these partners in performing their responsibilities and sufficiently marketing Vringo’s service. Vringo cannot provide you any assurance that it will be able to negotiate, execute and maintain favorable agreements and relationships with any additional partners, that the partners with whom Vringo has a contractual relationship will choose to promote Vringo’s service or that such partners will be successful and/or will not pursue alternative technologies.

If Vringo is unsuccessful in entering into and maintaining content license agreements, its revenues will be negatively affected.

The success of Vringo’s service is dependent upon its providing end-users with content they desire. An important aspect of this strategy is establishing licensing relationships with third party content providers that have desirable content. Content license agreements generally have a fixed term, may or may not include provisions for exclusivity and may require Vringo to make significant minimum payments. Vringo has entered into approximately 35 content license agreements with various content providers. While Vringo’s business is not dependent on any particular content license agreement, there is no assurance that Vringo will enter into a sufficient number of content license agreements or that the ones that Vringo enters into will be profitable and will not be terminated early.

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Vringo may not be able to generate revenues from certain of its prepaid mobile customers.

Vringo currently operates in markets that have a high percentage of prepaid mobile customers. Many of these users may not have a sufficient balance in their prepaid account when their free trial ends and Vringo bills them to cover the charges for subscribing to its service. As a result, the subscriber numbers that Vringo periodically discloses may not generate revenues at the expected level.

Vringo is dependent on mobile carriers and other partners to make timely payments to Vringo.

Vringo will receive its revenue from mobile carriers and other distribution partners who may delay payment to Vringo, dispute amounts owed to Vringo, or in some cases refuse to pay Vringo at all. Many of these partners are in markets where Vringo may have limited legal recourse to collect payments from these partners. Vringo’s failure to collect payments owed to it from its partners will have an adverse effect on Vringo’s business and its results of operations.

Vringo may not be able to continue to maintain its application on all of the operating systems that it currently supports.

Some of Vringo’s applications are compatible with various mobile operating systems including Android, Blackberry, Sony Ericsson, Symbian, Apple’s iOS, Java, and Windows Mobile operating systems. While Windows Mobile, Blackberry and Android do not support video ringtones natively, Vringo’s development team has enabled its application to work on many devices which utilize these operating systems. Since these operating systems do not support Vringo’s applications natively, any significant changes to these operating systems by their respective developers may prevent Vringo’s application from working properly or at all on these systems. If Vringo is unable to maintain its application on these operating systems or on any other operating systems, users of these operating systems will not be able to use Vringo’s application, which could adversely affect Vringo’s business and results of operations.

Vringo operates in the digital content market where piracy of content is widespread.

Vringo’s business strategy is partially based upon users paying Vringo for access to its content. If users believe they can obtain the same or similar content for free via other means including piracy, they may be unwilling to pay for Vringo’s service. Additionally, since Vringo’s own clips do not have any copy protection, they can theoretically be distributed by a paying user to a non-paying user without any additional payment to Vringo. If users or potential users obtain Vringo’s content or similar content without payment to Vringo, Vringo’s business and results of operations will be adversely affected.

Major network failures could have an adverse effect on Vringo’s business.

Major equipment failures, natural disasters, including severe weather, terrorist acts, acts of war, cyber-attacks or other breaches of network or information technology security that affect third-party networks, transport facilities, communications switches, routers, microwave links, cell sites or other third-party equipment on which Vringo relies, could cause major network failures and/or unusually high network traffic demands that could have a material adverse effect on Vringo’s operations or its ability to provide service to Vringo’s customers. These events could disrupt Vringo’s operations, require significant resources to resolve, result in a loss of customers or impair Vringo’s ability to attract new customers, which in turn could have a material adverse effect on Vringo’s business, results of operations and financial condition.

Vringo’s data is hosted at a remote location. Although Vringo has full alternative site data backed up, Vringo does not have data hosting redundancy. Accordingly, Vringo may experience significant service interruptions, which could require significant resources to resolve, result in a loss of customers or impair Vringo’s ability to attract new customers, which in turn could have a material adverse effect on Vringo’s business, results of operations and financial condition.

In addition, with the growth of wireless data services, enterprise data interfaces and Internet-based or Internet Protocol-enabled applications, wireless networks and devices are exposed to a greater degree to third-party data or applications over which Vringo has less direct control. As a result, the network infrastructure and information systems on which Vringo relies, as well as Vringo’s customers’ wireless devices, may be subject to a wider array of potential security risks, including viruses and other types of

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computer-based attacks, which could cause lapses in Vringo’s service or adversely affect the ability of Vringo’s customers to access its service. Such lapses could have a material adverse effect on Vringo’s business and its results of operations.

Vringo’s business depends upon its ability to keep pace with the latest technological changes and Vringo’s failure to do so could make Vringo less competitive in its industry.

The market for Vringo’s products and services is characterized by rapid change and technological change, frequent new product innovations, changes in customer requirements and expectations and evolving industry standards. Products using new technologies or emerging industry standards could make Vringo’s products and services less attractive. Furthermore, Vringo’s competitors may have access to technology not available to Vringo, which may enable them to produce products of greater interest to consumers or at a more competitive cost. Failure to respond in a timely and cost-effective way to these technological developments may result in serious harm to Vringo’s business and operating results. As a result, Vringo’s success will depend, in part, on its ability to develop and market product and service offerings that respond in a timely manner to the technological advances available to Vringo’s customers, evolving industry standards and changing preferences.

Vringo’s FacetonesTM application depends upon Vringo’s continued access to Facebook® photos.

Vringo’s FacetonesTM application creates automated video slideshow using friends’ photos from social media web sites, primarily from Facebook®, the world’s leading social media site. In the event Facebook® prohibits or restricts the ability of Vringo’s application to access photos on its site, Vringo’s business, financial condition, operating results and projected growth could be harmed. In February 2012, Vringo entered into an agreement with Facebook®, which clarifies Vringo’s permitted use of the FacetonesTM mark and domain name.

If Vringo’s FacetonesTM trademark is challenged by another party, Vringo’s revenue from this application may be adversely affected.

In February 2012, Vringo entered into an agreement with Facebook, Inc., an online social network, relating to the use of Vringo’s FacetonesTM mark and domain name (collectively, the “Facetones Mark”). The Agreement resolved a potential dispute between the parties regarding the Facetones Mark. Nonetheless, Facebook reserves the right to challenge the Facetones Mark in the future if Vringo violates certain limitations on its use of the Facetones Mark and/or certain conditions are not met. If Facebook or any other party successfully challenges Vringo’s Facetones Mark, Vringo will need to re-brand its application, which may have a negative impact on Vringo’s revenue from this application.

Regulation concerning consumer privacy may adversely affect Vringo’s business.

Certain technologies that Vringo currently supports, or may in the future support, are capable of collecting personally-identifiable information. Vringo anticipates that as mobile telephone software continues to develop, it will be possible to collect or monitor substantially more of this type of information. A growing body of laws designed to protect the privacy of personally-identifiable information, as well as to protect against its misuse, and the judicial interpretations of such laws, may adversely affect the growth of Vringo’s business. In the United States, these laws could include the Federal Trade Commission Act, the Electronic Communications Privacy Act, the Fair Credit Reporting Act and the Gramm-Leach Bliley Act, as well as various state laws and related regulations. In addition, certain governmental agencies, like the Federal Trade Commission, have the authority to protect against the misuse of consumer information by targeting companies that collect, disseminate or maintain personal information in an unfair or deceptive manner. In particular, such laws could limit Vringo’s ability to collect information related to users or Vringo’s services, to store or process that information in what would otherwise be the most efficient manner, or to commercialize new products based on new technologies. The evolving nature of all of these laws and regulations, as well as the evolving nature of various governmental bodies’ enforcement efforts, and the possibility of new laws in this area, may adversely affect Vringo’s ability to collect and disseminate or share certain information about consumers and may negatively affect Vringo’s ability to make use of that information. If Vringo fails to successfully comply with applicable regulations in this area, its business and prospects could be harmed.

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Vringo’s ability to raise capital through equity or equity-linked transactions may be limited.

In order for Vringo to raise capital through equity or equity-linked transactions, stockholder approval is required to enable Vringo to issue more than 19.99% of Vringo’s outstanding shares of common stock pursuant to the rules and regulations of the NYSE Amex. Should stockholders not approve such issuances, Vringo’s sole means to raise capital would be through debt, which could have a material adverse effect on Vringo’s balance sheet and overall financial condition.

If Vringo is unable to make progress with respect to its plan to regain compliance with the minimum stockholders’ equity requirements imposed by the NYSE Amex within the required timeframes, its common stock could be delisted, which could limit stockholders’ ability to make transactions in Vringo common stock and subject Vringo to additional trading restrictions.

Vringo’s common stock and warrants are listed on the NYSE Amex, a national securities exchange, which imposes continued listing requirements with respect to listed shares. In May 2011, Vringo received a letter from the NYSE Amex, stating that it is not in compliance with Section 1003(a)(iv) of the NYSE Amex Company Guide because Vringo has sustained losses which are so substantial in relation to Vringo’s overall operations or Vringo’s existing financial resources, or Vringo’s financial condition has become so impaired that it appears questionable, in the opinion of the NYSE Amex, as to whether Vringo will be able to continue operations and/or meet its obligations as they mature.

On June 23, 2011, Vringo submitted a plan to the NYSE Amex addressing how Vringo intends to regain compliance with the continued listing standards by September 30, 2011. Based on the information in Vringo’s compliance plan and related discussions with the NYSE Amex staff, the NYSE Amex determined that Vringo had made a reasonable demonstration of its ability to regain compliance with Section 1003(a)(iv) of the NYSE Amex Company Guide by September 30, 2011 (subsequently extended to April 15, 2012) and that it would continue the listing of its common stock subject to conditions. The conditions include providing updates to the NYSE Amex staff as appropriate or upon request, but no later than at each quarter completion concurrent with Vringo’s filing with the SEC. If Vringo does not show progress consistent with its compliance plan, or Vringo does not meet the continued listing standards by April 15, 2012, the NYSE Amex could initiate delisting proceedings. While the NYSE Amex has not initiated delisting proceedings, there is no assurance that it will not do so in the future.

If the NYSE Amex delists Vringo’s securities from trading, Vringo could face significant consequences, including:

a limited availability for market quotations for its securities;
reduced liquidity with respect to its securities;
a determination that Vringo’s common stock is a “penny stock,” which will require brokers trading in Vringo common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Vringo common stock;
limited amount of news and analyst coverage; and
a decreased ability to issue additional securities or obtain additional financing in the future.

In addition, Vringo would no longer be subject to the NYSE Amex rules, including rules requiring Vringo to have a certain number of independent directors and to meet other corporate governance standards.

If there are significant shifts in the political, economic and military conditions in Israel and its neighbors, it could have a material adverse effect on Vringo’s business relationships and profitability.

Vringo’s research and development facility and finance department are located in Israel and many of Vringo’s key personnel reside in Israel. Vringo’s business is directly affected by the political, economic and military conditions in Israel and its neighbors. Major hostilities involving Israel or the interruption or curtailment of trade between Israel and its present trading partners could have a material adverse effect on Vringo’s existing business relationships and on Vringo’s operating results and financial condition. Furthermore,

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several countries restrict business with Israeli companies, which may impair Vringo’s ability to create new business relationships or to be, or become, profitable.

Vringo may not be able to enforce covenants not-to-compete under current Israeli law, which may result in added competition.

Vringo has non-competition agreements with all of its employees, almost all of which are governed by Israeli law. These agreements generally prohibit Vringo’s employees from competing with or working for its competitors, during their term of employment and for up to 12 months after termination of their employment. However, Israeli courts may be reluctant to enforce non-compete undertakings of former employees and may not enforce those provisions, or only enforce those provisions for relatively brief periods of time in restricted geographical areas, and only when the employee has unique value specific to that employer’s business and not just regarding the professional development of the employee. If Vringo is not able to enforce non-compete covenants, Vringo may be faced with added competition.

Because a substantial portion of Vringo’s revenues is generated in dollars and euros, while a significant portion of Vringo’s expenses is incurred in Israeli currency, Vringo’s revenue may be reduced due to inflation in Israel and currency exchange rate fluctuations.

A substantial portion of Vringo’s revenues is generated in dollars and euros, while a significant portion of Vringo’s expenses, principally salaries and related personnel expenses, is paid in Israeli currency. As a result, Vringo is exposed to the risk that the rate of inflation in Israel will exceed the rate of devaluation of Israeli currency in relation to the dollar or the euro, or that the timing of this devaluation will lag behind inflation in Israel. Because inflation has the effect of increasing the dollar and euro costs of Vringo’s operations, it would therefore have an adverse effect on Vringo’s dollar-measured results of operations. The value of the New Israeli Shekel, or NIS, against the United States Dollar, the Euro and other currencies may fluctuate and is affected by, among other things, changes in Israel’s political and economic conditions. Any significant revaluation of the NIS may materially and adversely affect Vringo’s cash flows, revenues and financial condition. Fluctuations in the NIS exchange rate, or even the appearance of instability in such exchange rate, could adversely affect Vringo’s ability to operate its business.

The termination or reduction of tax and other incentives that the Israeli government provides to domestic companies, such as Vringo’s wholly-owned subsidiary, may increase the costs involved in operating a company in Israel.

The Israeli government currently provides tax and capital investment incentives to domestic companies, as well as grant and loan programs relating to research and development and marketing and export activities. Vringo’s wholly-owned Israeli subsidiary currently takes advantage of some of these programs. Vringo cannot provide you with any assurance that such benefits and programs will continue to be available in the future to Vringo’s Israeli subsidiary. In addition, it is possible that Vringo’s subsidiary will fail to meet the criteria required for eligibility of future benefits. If such benefits and programs were terminated or further reduced, it could have an adverse effect on Vringo’s business, operating results and financial condition.

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Risks Related to