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

 

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

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:

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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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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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DESCRIPTION OF CAPITAL STOCK			163
Common Stock			163
Preferred Stock			163
Warrants			164
Delaware Statutory Business Combinations Provision			165
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS			166
COMPARISON OF RIGHTS OF VRINGO STOCKHOLDERS AND INNOVATE/PROTECT STOCKHOLDERS			174
LEGAL MATTERS			179
EXPERTS			179
FUTURE STOCKHOLDER PROPOSALS			180
WHERE YOU CAN FIND ADDITIONAL INFORMATION			180
VRINGO, INC. INDEX TO THE FINANCIAL STATEMENTS			F-1
INNOVATE/PROTECT, INC. INDEX TO THE FINANCIAL STATEMENTS			F-34

Annexes

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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.

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.

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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.

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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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.

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.

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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:

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:

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:

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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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.

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.”

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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.

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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.

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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.

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.

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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.

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.

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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.

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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 Facetones^TM, 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 Facetones^TM 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 28^th 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:

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, 22^nd 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

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:

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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:

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:

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:

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

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

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.

		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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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	)

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.

		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

		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 31^st.

		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

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	%

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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:

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:

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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:

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:

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:

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:

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 Facetones^TM application depends upon Vringo’s continued access to Facebook® photos.

Vringo’s Facetones^TM 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 Facetones^TM mark and domain name.

If Vringo’s Facetones^TM 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 Facetones^TM 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:

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 Innovate/Protect’s Business

Innovate/Protect’s limited operating history makes it difficult to evaluate its current business and future prospects.

Innovate/Protect is a development stage company and has generated no revenue to date and has only incurred expenses. Innovate/Protect was incorporated in June 2011, at which time it acquired its first and only patent assets. To date, Innovate/Protect’s business has consisted entirely of prosecution of the Litigation. Innovate/Protects’s efforts to license existing patents and develop new patents are still in development. Therefore, Innovate/Protect not only has a very limited operating history, but also a very limited track record in executing its business model which includes, among other things, creating, prosecuting, licensing, litigating or otherwise monetizing its patent assets. Innovate/Protect limited operating history makes it difficult to evaluate its current business model and future prospects.

In light of the costs, uncertainties, delays and difficulties frequently encountered by companies in the early stages of development with no operating history, there is a significant risk that Innovate/Protect will not be able to:

If Innovate/Protect cannot execute any one of the foregoing or similar matters relating to its operations, its business may fail.

Innovate/Protect is presently reliant exclusively on the patent assets it acquired at its formation. If Innovate/Protect is unable to license or otherwise monetize such assets and generate revenue and profit through those assets or by other means, there is a significant risk that Innovate/Protect’s business would fail.

At Innovate/Protect’s formation in June 2011, Innovate/Protect acquired a portfolio of patent assets from Lycos that Innovate/Protect plans to license or otherwise monetize. If Innovate/Protect’s efforts to generate revenue from such assets fail, Innovate/Protect will have incurred significant losses and may be unable to acquire additional assets. If this occurs, Innovate/Protect’s business would likely fail.

Innovate/Protect has commenced legal proceedings against the owners of certain online search engines and other companies, and Innovate/Protect expects such litigation to be time-consuming and costly, which may adversely affect Innovate/Protect’s financial condition and its ability to operate its business.

To license or otherwise monetize the patent assets Innovate/Protect acquired from Lycos, Innovate/Protect has commenced legal proceedings against the owners of online search engines and other companies (including AOL, Inc., Google, Inc., IAC Search & Media, Inc., Gannett Company, Inc., and Target Corporation) pursuant to which Innovate/Protect alleges that such companies infringe on one or more of Innovate/Protect’s patents. Innovate/Protect’s viability is highly dependent on the outcome of this litigation, and there is a risk that Innovate/Protect may be unable to achieve the results it desires from such litigation, which failure would harm Innovate/Protect’s business to a great degree. In addition, the defendants in this litigation are much larger than Innovate/Protect and have substantially more resources than Innovate/Protect does, which could make Innovate/Protect’s litigation efforts more difficult.

Innovate/Protect anticipates that these legal proceedings may continue for several years and may require significant expenditures for legal fees and other expenses. Disputes regarding the assertion of patents and other intellectual property rights are highly complex and technical. Once initiated, Innovate/Protect may be forced to litigate against others to enforce or defend Innovate/Protect’s intellectual property rights or to determine the validity and scope of other parties’ proprietary rights. The defendants or other third parties involved in the lawsuits in which Innovate/Protect is involved may allege defenses and/or file counterclaims in an effort to avoid or limit liability and damages for patent infringement. If such defenses or counterclaims are successful, they may preclude Innovate/Protect’s ability to derive licensing revenue from the patents. A negative outcome of any such litigation, or one or more claims contained within any such litigation, could materially and adversely impact Innovate/Protect’s business. Additionally, Innovate/Protect anticipates that its

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legal fees and other expenses will be material and will negatively impact Innovate/Protect’s financial condition and results of operations and may result in its inability to continue its business. Innovate/Protect’s failure to monetize its patent assets would significantly harm its business.

While Innovate/Protect believes that the patents acquired from Lycos are infringed by the defendants in the Litigation, there is a risk that a court will find the patents invalid, not infringed or unenforceable and/or that the US Patent Office will either invalidate the patents or materially narrow the scope of their claims during the course of a re-examination. In addition, even with a positive trial court verdict, the patent may be invalidated, found not infringed or rendered unenforceable on appeal. This risk may occur either presently in Innovate/Protect’s initial litigation or from time to time in connection with future litigations Innovate/Protect may bring. If this were to occur, it would have a material adverse effect on the viability of its company and its operations.

Innovate/Protect believes that certain online search engines infringe on at least two of its patents, but recognizes that obtaining and collecting a judgment against such infringers may be difficult or impossible. Patent litigation is inherently risky and the outcome is uncertain. Some of the parties Innovate/Protect believes infringe on Innovate/Protect’s patents are large and well-financed companies with substantially greater resources than Innovate/Protect. Innovate/Protect believes that these parties would devote a substantial amount of resources in an attempt to avoid or limit a finding that they are liable for infringing Innovate/Protect’s patents or, in the event liability is found, to avoid or limit the amount of associated damages. In addition there is a risk that these parties may file re-examinations or other proceedings with the USPTO or other government agencies in an attempt to invalidate, narrow the scope or render unenforceable the patents Innovate/Protect acquired from Lycos.

At this time, Innovate/Protect cannot predict the outcome of such potential litigation or administrative action, and if Innovate/Protect is unsuccessful in its litigation efforts for any reason, Innovate/Protect’s business would be significantly harmed.

Moreover, in connection with any of Innovate/Protect’s present or future patent enforcement actions, it is possible that a defendant may request and/or a court may rule that Innovate/Protect has violated statutory authority, regulatory authority, federal rules, local court rules, or governing standards relating to the substantive or procedural aspects of such enforcement actions. In such event, a court may issue monetary sanctions against Innovate/Protect or its operating subsidiaries or award attorneys’ fees and/or expenses to one or more defendants, which could be material, and if Innovate/Protect or its subsidiaries are required to pay such monetary sanctions, attorneys’ fees and/or expenses, such payment could materially harm Innovate/Protect’s operating results and its financial position.

In addition, it is difficult in general to predict the outcome of patent enforcement litigation at the trial level. There is a higher rate of appeals in patent enforcement litigation than more standard business litigation. Such appeals are expensive and time-consuming, and the outcomes of such appeals are sometimes unpredictable, resulting in increased costs and reduced or delayed revenue.

Finally, Innovate/Protect believes that the more prevalent patent enforcement actions become, the more difficult it will be for Innovate/Protect to license its patents without engaging in litigation. As a result, Innovate/Protect may need to increase the number of its patent enforcement actions to cause infringing companies to license the patent or pay damages for lost royalties. This will adversely affect Innovate/Protect’s operating results due to the high costs of litigation and the uncertainty of the results.

Innovate/Protect may seek to internally develop additional new inventions and intellectual property, which would take time and would be costly. Moreover, the failure to obtain or maintain intellectual property rights for such inventions would lead to the loss of Innovate/Protect’s investments in such activities.

Members of Innovate/Protect’s management team have significant experience as inventors. As such, part of Innovate/Protect’s business may include the internal development of new inventions or intellectual property that Innovate/Protect will seek to monetize. However, this aspect of Innovate/Protect’s business would likely require significant capital and would take time to achieve. Such activities could also distract Innovate/Protect’s management team from its present business initiatives, which could have a material and adverse effect on

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Innovate/Protect’s business. There is also the risk that Innovate/Protect’s initiatives in this regard would not yield any viable new inventions or technology, which would lead to a loss of Innovate/Protect’s investments in time and resources in such activities.

In addition, even if Innovate/Protect is able to internally develop new inventions, in order for those inventions to be viable and to compete effectively, Innovate/Protect would need to develop and maintain, and it would heavily rely on, a proprietary position with respect to such inventions and intellectual property. However, there are significant risks associated with any such intellectual property Innovate/Protect may develop principally including the following:

Innovate/Protect cannot be certain that patents will be issued as a result of any future applications, or that any of Innovate/Protect’s patents, once issued, will provide Innovate/Protect with adequate protection from competing products. For example, issued patents may be circumvented or challenged, declared invalid or unenforceable, or narrowed in scope. In addition, since publication of discoveries in scientific or patent literature often lags behind actual discoveries, Innovate/Protect cannot be certain that it will be the first to make its additional new inventions or to file patent applications covering those inventions. It is also possible that others may have or may obtain issued patents that could prevent Innovate/Protect from commercializing Innovate/Protect’s products or require Innovate/Protect to obtain licenses requiring the payment of significant fees or royalties in order to enable Innovate/Protect to conduct its business. As to those patents that Innovate/Protect may license or otherwise monetize, Innovate/Protect’s rights will depend on maintaining its obligations to the licensor under the applicable license agreement, and Innovate/Protect may be unable to do so. Innovate/Protect’s failure to obtain or maintain intellectual property rights for Innovate/Protect’s inventions would lead to the loss Innovate/Protect’s investments in such activities, which would have a material and adverse effect on Innovate/Protect’s company.

Moreover, patent application delays could cause delays in recognizing revenue from Innovate/Protect’s internally generated patents and could cause Innovate/Protect to miss opportunities to license patents before other competing technologies are developed or introduced into the market.

New legislation, regulations or court rulings related to enforcing patents could harm Innovate/Protect’s business and operating results.

If Congress, the United States Patent and Trademark Office or courts implement new legislation, regulations or rulings that impact the patent enforcement process or the rights of patent holders, these changes could negatively affect Innovate/Protect’s business model. For example, limitations on the ability to bring patent enforcement claims, limitations on potential liability for patent infringement, lower evidentiary standards for invalidating patents, increases in the cost to resolve patent disputes and other similar developments could negatively affect Innovate/Protect’s ability to assert its patent or other intellectual property rights.

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In addition, on September 16, 2011, the Leahy-Smith America Invents Act (or the Leahy-Smith Act), was signed into law. The Leahy-Smith Act includes a number of significant changes to United States patent law. These changes include provisions that affect the way patent applications will be prosecuted and may also affect patent litigation. The U.S. Patent Office is currently developing regulations and procedures to govern administration of the Leahy-Smith Act, and many of the substantive changes to patent law associated with the Leahy-Smith Act will not become effective until one year or 18 months after its enactment. Accordingly, it is too early to tell what, if any, impact the Leahy-Smith Act will have on the operation of Innovate/Protect’s business. However, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of patent applications and the enforcement or defense of Innovate/Protect’s issued patents, all of which could have a material adverse effect on Innovate/Protect’s business and financial condition.

Further, and in general, it is impossible to determine the extent of the impact of any new laws, regulations or initiatives that may be proposed, or whether any of the proposals will become enacted as laws. Compliance with any new or existing laws or regulations could be difficult and expensive, affect the manner in which Innovate/Protect conducts its business and negatively impact Innovate/Protect’s business, prospects, financial condition and results of operations.

Innovate/Protect’s acquisitions of patent assets may be time consuming, complex and costly, which could adversely affect Innovate/Protect’s operating results.

Acquisitions of patent or other intellectual property assets, which are and will be critical to Innovate/Protect’s business plan, are often time consuming, complex and costly to consummate. Innovate/Protect may utilize many different transaction structures in its acquisitions and the terms of such acquisition agreements tend to be heavily negotiated. As a result, Innovate/Protect expects to incur significant operating expenses and will likely be required to raise capital during the negotiations even if the acquisition is ultimately not consummated. Even if Innovate/Protect is able to acquire particular patent assets, there is no guarantee that Innovate/Protect will generate sufficient revenue related to those patent assets to offset the acquisition costs. While Innovate/Protect will seek to conduct confirmatory due diligence on the patent assets Innovate/Protect is considering for acquisition, Innovate/Protect may acquire patent assets from a seller who does not have proper title to those assets. In those cases, Innovate/Protect may be required to spend significant resources to defend Innovate/Protect’s interest in the patent assets and, if Innovate/Protect is not successful, its acquisition may be invalid, in which case Innovate/Protect could lose part or all of its investment in the assets.

Innovate/Protect may also identify patent or other intellectual property assets that cost more than Innovate/Protect is prepared to spend with its own capital resources. Innovate/Protect may incur significant costs to organize and negotiate a structured acquisition that does not ultimately result in an acquisition of any patent assets or, if consummated, proves to be unprofitable for Innovate/Protect. These higher costs could adversely affect Innovate/Protect’s operating results, and if Innovate/Protect incurs losses, the value of its securities will decline.

In addition, Innovate/Protect may acquire patents and technologies that are in the early stages of adoption in the commercial, industrial and consumer markets. Demand for some of these technologies will likely be untested and may be subject to fluctuation based upon the rate at which Innovate/Protect’s licensees will adopt its patents and technologies in their products and services. As a result, there can be no assurance as to whether technologies Innovate/Protect acquires or develops will have value that it can monetize.

In certain acquisitions of patent assets, Innovate/Protect may seek to defer payment or finance a portion of the acquisition price. This approach may put Innovate/Protect at a competitive disadvantage and could result in harm to Innovate/Protect’s business.

Innovate/Protect has limited capital and may seek to negotiate acquisitions of patent or other intellectual property assets where Innovate/Protect can defer payments or finance a portion of the acquisition price. These types of debt financing or deferred payment arrangements may not be as attractive to sellers of patent assets as receiving the full purchase price for those assets in cash at the closing of the acquisition. As a result, Innovate/Protect might not compete effectively against other companies in the market for acquiring patent

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assets, many of whom have greater cash resources than Innovate/Protect has. In addition, any failure to satisfy Innovate/Protect’s debt repayment obligations may result in adverse consequences to its operating results.

Any failure to maintain or protect Innovate/Protect’s patent assets or other intellectual property rights could significantly impair its return on investment from such assets and harm Innovate/Protect’s brand, its business and its operating results.

Innovate/Protect’s ability to operate its business and compete in the intellectual property market largely depends on the superiority, uniqueness and value of Innovate/Protect’s acquired patent assets and other intellectual property. To protect Innovate/Protect’s proprietary rights, Innovate/Protect relies on and will rely on a combination of patent, trademark, copyright and trade secret laws, confidentiality agreements with its employees and third parties, and protective contractual provisions. No assurances can be given that any of the measures Innovate/Protect undertakes to protect and maintain its assets will have any measure of success.

Following the acquisition of patent assets, Innovate/Protect will likely be required to spend significant time and resources to maintain the effectiveness of those assets by paying maintenance fees and making filings with the United States Patent and Trademark Office. Innovate/Protect may acquire patent assets, including patent applications, which require Innovate/Protect to spend resources to prosecute the applications with the United States Patent and Trademark Office. Further, there is a material risk that patent related claims (such as, for example, infringement claims (and/or claims for indemnification resulting therefrom), unenforceability claims, or invalidity claims) will be asserted or prosecuted against Innovate/Protect, and such assertions or prosecutions could materially and adversely affect Innovate/Protect’s business. Regardless of whether any such claims are valid or can be successfully asserted, defending such claims could cause Innovate/Protect to incur significant costs and could divert resources away from Innovate/Protect’s other activities.

Despite Innovate/Protect’s efforts to protect its intellectual property rights, any of the following or similar occurrences may reduce the value of Innovate/Protect’s intellectual property:

Moreover, Innovate/Protect may not be able to effectively protect its intellectual property rights in certain foreign countries where Innovate/Protect may do business in the future or from which competitors may operate. If Innovate/Protect fails to maintain, defend or prosecute its patent assets properly, the value of those assets would be reduced or eliminated, and Innovate/Protect’s business would be harmed.

Weak global economic conditions may cause infringing parties to delay entering into licensing agreements, which could prolong Innovate/Protect’s litigation and adversely affect its financial condition and operating results.

Innovate/Protect’s business plan depends significantly on worldwide economic conditions, and the United States and world economies have recently experienced weak economic conditions. Uncertainty about global economic conditions poses a risk as businesses may postpone spending in response to tighter credit, negative financial news and declines in income or asset values. This response could have a material negative effect on the willingness of parties infringing on Innovate/Protect’s assets to enter into licensing or other revenue generating agreements voluntarily. Entering into such agreements is critical to Innovate/Protect’s business plan, and Innovate/Protect’s failure to do so could cause material harm to its business.

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THE MERGER

Structure of the Merger

In accordance with the Merger Agreement and the DGCL, at the effective time, Innovate/Protect will merge with and into Merger Sub, a wholly-owned subsidiary of Vringo formed solely for the purpose of carrying out the Merger, with Merger Sub continuing as the surviving corporation and a wholly-owned subsidiary of Vringo. In connection with the Merger, each share of Innovate/Protect capital stock outstanding as of immediately prior to the effective time will be converted into the right to receive shares of Vringo common stock and Vringo preferred stock, as applicable, and warrants, all in accordance with the terms and conditions of the Merger Agreement. The Merger will become effective when a certificate of merger is filed with the Secretary of State of the State of Delaware or at such other time as agreed to by the parties and specified in the certificate of merger. If the Vringo stockholders approve the Vringo Merger Proposals, then Vringo expects the Merger to be completed as soon as practicable following the Vringo annual meeting.

What Innovate/Protect Stockholders Will Receive in the Merger

Upon completion of the Merger, each Innovate/Protect common stock 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 a 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. As a result, 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).

Fractional Shares

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 an additional discussion of what Innovate/Protect stockholders will receive in connection with the Merger, see the section entitled “The Merger Agreement — Merger Consideration” beginning on page 81.

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Ownership of the Combined Company after the Completion of the Merger

Upon completion of the Merger and regardless of the exact Exchange Ratio (or any reverse stock split), the Innovate/Protect stockholders and warrantholder are expected to receive shares of Vringo common stock and preferred stock and warrants representing an aggregate of approximately 67.55% of the outstanding shares of common stock of the combined company calculated on a fully diluted basis. Vringo stockholders will continue to own their existing shares of Vringo common stock, which will not be affected by the Merger, and, unless they hold shares of Innovate/Protect capital stock, will not receive any additional shares of Vringo common stock in connection with the Merger. As a result, immediately upon completion of the Merger, such shares will represent an aggregate of approximately 32.45% of the outstanding shares of common stock of the combined company calculated on a fully diluted basis. 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, 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. If you are an Innovate/Protect stockholder and hold 5% of the outstanding shares of Innovate/Protect capital stock calculated on a fully diluted basis immediately prior to the completion of the Merger and do not also hold shares of Vringo common stock, then upon completion of the Merger you will hold an aggregate of approximately 2.38% 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.

Treatment of Innovate/Protect Stock Options and Warrants

Stock Options

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. As of March 30, 2012, the outstanding and unexercised Innovate/Protect stock options to purchase 13,646 shares of Innovate/Protect common stock 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.

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. For an additional discussion of the treatment of Innovate/Protect stock options, see the section entitled “The Merger Agreement — Merger Consideration” beginning on page 81.

Warrants

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.

As of ____________, 2012, the latest practicable date before the printing of this proxy statement/prospectus, there was an outstanding warrant to purchase 250,000 shares of Innovate/Protect capital stock. For

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an additional discussion of the treatment of Innovate/Protect warrants, see the section entitled “The Merger Agreement — Merger Consideration” beginning on page 81.

Background of the Merger

The terms of the merger are the result of negotiations that took place between executives and board members of Vringo, executives and board members of Innovate/Protect, partners of Hudson Bay Capital Management LP (“Hudson Bay Capital”), the investment manager for Innovate/Protect’s controlling shareholder, Hudson Bay.

Vringo’s Background

Vringo was incorporated in January 2006 and is still a development stage company. Vringo’s principal executive offices are located in New York, New York and its subsidiary, Vringo (Israel) Ltd., is located in Beit Shemesh, Israel. On June 25, 2010, Vringo successfully completed its initial public offering on the NYSE Amex. During the period from February 2011 through the entry into the Merger Agreement, Vringo has explored a number of potential mergers to maximize shareholder value.

Innovate/Protect’s Background

Innovate/Protect was incorporated under the laws of the state of Delaware on June 8, 2011 as Labrador Search Corporation. On September 6, 2011, Labrador Search Corporation changed its name to Innovate/Protect, Inc. Innovate/Protect is a holding company, which owns 100% of the issued and outstanding common stock of I/P Engine, Inc. (“I/P Engine”) and I/P Labs, Inc. (“I/P Labs” and together with I/P Engine, the “I/P Subsidiaries”). I/P Engine was incorporated in Virginia on June 14, 2011, as Smart Search Labs, Inc. Smart Search Labs, Inc. changed its name to I/P Engine, Inc. on September 9, 2011. I/P Engine operates for the purpose of realizing economic benefits from a collection of patents related to search engine technology. I/P Labs was incorporated in Delaware on June 8, 2011 as Scottish Terrier Capital, Inc. and changed its name to I/P Labs, Inc. on September 9, 2011. I/P Labs, Inc. operates to acquire or develop other patented technologies or intellectual property. Innovate/Protect’s principal offices are located in New York City.

Contemporaneously with the formation of Innovate/Protect, on June 22, 2011, Innovate/Protect consummated a private placement transaction with Hudson Bay whereby Hudson Bay purchased 6,968 shares of Innovate/Protect’s Series A Convertible Preferred Stock for $1,800,000 and a $3,200,000 Senior Secured Note.

Innovate/Protect has raised an aggregate of $5,145,229 through the sale of its common stock to investors other than Hudson Bay pursuant to private placement transactions. On August 31, 2011, Innovate/Protect closed a private placement of 1,250,000 shares of its common stock to an aggregate of five accredited investors for an aggregate purchase price of $1,250,000. On October 26, 2011, Innovate/Protect conducted the final closing of a private placement of an aggregate 1,000,000 shares of its common stock to an aggregate of 32 accredited investors for an aggregate purchase price of $3,000,000. On December 30, 2011, Innovate/Protect conducted the final closing of a private placement of an aggregate 225,758 shares of its common stock to an aggregate of six accredited investors for an aggregate purchase price of $745,001.

History of Events

On December 22, 2011, Sander Gerber, Chief Executive Officer of Hudson Bay Capital and a Vringo stockholder, met with John Engelman, a director of Vringo, and at the suggestion of Alexander R. Berger, the Chief Operating Officer and a director of Innovate/Protect, briefly discussed a potential merger between Vringo and Innovate/Protect.

On December 23, 2011, Mr. Engelman provided an introduction between Yoav Roth, a partner of Hudson Bay Capital, the Investment Manager of Hudson Bay, and then-Chairman of Innovate/Protect, and Andrew Perlman, then- President and a director of Vringo.

On January 3, 2012, an introductory meeting took place between Messrs. Roth, Berger and Perlman at Hudson Bay Capital’s offices. The history of Innovate/Protect, mission statement of Innovate/Protect, patent portfolio and outstanding litigation were discussed. Mr. Perlman provided an overview of Vringo’s business,

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organization and current capital structure. As a result of the meeting, Messrs. Perlman, Roth and Berger decided that they would have internal discussions with other members of their respective boards and management regarding next steps and the potential for a future merger.

On January 4, 2012, Vringo’s board of directors held a call and discussed a number of potential merger scenarios. The board of directors authorized Mr. Perlman to negotiate the terms of a potential deal with Innovate/Protect.

On January 6, 2012, Messrs. Berger and Perlman met at Vringo’s offices to begin discussions on potential merger terms. They were joined by Clifford Weinstein, Vringo’s Executive Vice President, and Andrew K. Lang, the Chief Executive Officer and a director of Innovate/Protect. The framework of a potential merger was discussed and Mr. Perlman was tasked with presenting Innovate/Protect with a term sheet.

On January 9, 2012, Mr. Perlman sent headline terms to Messrs. Roth and Berger, and held a conference call with Mr. Berger where Innovate/Protect agreed that it would return the previously delivered term sheet with comments and additional points that would be negotiated. Mr. Berger shared the headline terms with the Innovate/Protect board of directors and held informal discussions with each member of the board of directors.

On January 10-12, 2012, a number of additional calls were held while Mr. Perlman was traveling in Asia to discuss additional outstanding deal points. Term sheets were exchanged between Messrs. Berger and Perlman. Mr. Berger indicated that Innovate/Protect would not be able to engage any offer that was not at a premium to Innovate/Protect’s valuation in its most recent round of financing, which was approximately $42 million. At that point the 30-day volume weighted average price of Vringo stock was $1.02.

On January 13, 2012, when Mr. Perlman returned to New York, Messrs. Perlman, Roth and Berger discussed top line deal terms and decided to proceed with planning items relating to the potential merger of Innovate/Protect and Vringo. A number of meetings and calls occurred between Messrs. Perlman, Weinstein, Roth, Berger and Lang, and external counsel and accounting firms Mintz Levin Cohn Ferris Glovsky & Popeo, P.C. (“Mintz”), Somekh Chaikin, a member firm of KPMG International (“KPMG”) and Schulte Roth & Zabel LLP. While top line deal terms appeared agreeable to both sides, details regarding the valuation of warrants that would be issued to Innovate/Protect stockholders and the preferred stock that would be issued to Hudson Bay as merger consideration remained outstanding.

On January 18, 2012, Seth M. Siegel, the Chairman of Vringo’s board of directors and Messrs. Engelman and Perlman met with Messrs. Lang and Berger to discuss Innovate/Protect’s business model.

On January 19, 2012, the Vringo board of directors held a call to review the terms of the Innovate/Protect merger as well as other strategic alternatives. The board of directors concluded that Vringo should move forward with the merger between Innovate/Protect and Vringo, as well as leaving open other potential transactions that might maintain shareholder value.

On January 19, 2012, the Vringo board of directors held a call to review the terms of the Innovate/Protect merger as well as other strategic alternatives. The board concluded that Vringo should move forward with the merger between Innovate/Protect and Vringo, as well as leaving open other potential transactions that might maintain shareholder value.

On January 23, 2012, Messrs. Roth, Berger, Perlman and Weinstein met to discuss outstanding items on the term sheet, including the features of the preferred stock that would be issued to Hudson Bay as merger consideration.

On January 25, 2012, Messrs. Berger, Lang, Perlman and Weinstein met to discuss the capital market strategy should a deal be completed. As part of that strategy discussion the parties met with an analyst from an investment bank for informal advice.

From January 26 to 28, 2012, the parties engaged in further discussions regarding the features of the warrants that would be issued to Innovate/Protect shareholders as merger consideration, plans for the budget priorities of the combined company, and covenants for uses of cash between the execution of the merger agreement and closing.

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On January 29, 2012, the Vringo board of directors held a call to discuss the Innovate/Protect merger, additional strategic alternatives, as well as the ongoing deal negotiations with another party.

On January 30, 2012, the news media reported that Facebook, Inc. intended to file a Form S-1 registration statement with the U.S. Securities and Exchange Commission for its initial public offering, and the website Seeking Alpha published an article entitled “Why Wait for IPO When You Can Buy Facebook’s Friends Today” featuring Vringo. Subsequent to these events, the price of Vringo shares closed at $1.16 per share, $0.165 above the average of the preceding 30 days’ closing prices, which was $0.995. Volume spiked to 1,068,133 shares, over 9.5 times the average trading volume for the preceding 30 days, which was 107,230 shares per day.

On January 31, 2012, Mr. Berger and Ms. Cohl participated in a teleconference with KPMG who performed the financial due diligence of Innovate/Protect for Vringo.

On February 2, 2012, the Vringo board of directors held a call to discuss the current increase in the company’s market capitalization. The board chose to explore its ability to raise capital while continuing its merger talks.

On February 3, 2012, Messrs. Berger and Perlman traveled to Washington, DC for legal due diligence. They were accompanied by Vringo’s intellectual property counsel from Mintz. At market close, shares of Vringo were priced at $1.76 per share. Later in the day, the Innovate/Protect held an board call.

On February 5, 2012, the Vringo board of directors held a call to discuss its options given the high trading volume of its stock and its increase in price. Upon the recommendation of management, the board of directors agreed that the best way to ensure value for its shareholders would be to terminate all merger discussions to negotiate with its warrantholders and improve the financial condition of the company.

On February 6, 2012, Mr. Perlman notified Messrs. Berger and Roth of Vringo’s decision to terminate merger discussions.

On February 6, 2012, Vringo attained one million downloads of its flagship Facetones application. Following the release of this news, Vringo traded over 4.8 million shares. Messrs. Perlman and Weinstein proceeded to discuss with certain holders of its $0.936 warrants to exercise their warrants by offering them new five-year warrants exercisable for $1.76 per share. As a result of these warrant exercises, Vringo raised $3.6 million through the exercise of 3,828,993 warrants. New warrants to purchase 2,660,922 shares of common stock were issued between February 6 and February 9, 2012.

On February 10, 2012, Mr. Berger approached Mr. Perlman about reengaging in potential merger talks. Messrs. Perlman and Weinstein discussed with Messrs. Lang and Berger that as a result of Vringo’s increased cash position, higher share price and trading volume a number of alternatives had become available to the company and it was unclear if they could proceed at that point.

On February 13, 2012 Josh Wolff was travelling in New York and at the request of Mr. Perlman met with Mr. Lang to discuss the potential strategic directions for the existing Vringo business. While this meeting occurred Messrs. Perlman and Weinstein received an update on Innovate Protect’s progress from Mr. Berger.

On February 15, 2012, Messrs. Roth, Lang and Berger invited Messrs. Perlman and Weinstein to Hudson Bay Capital’s offices to discuss new deal terms. Mr. Perlman indicated the number of shares it would issue to Innovate/Protect would be reduced from its previous offer. Mr. Berger indicated that in the period of time in which negotiations had been terminated, the value of Innovate/Protect had increased due to a number of factors, including: (i) Innovate/Protect had received a scheduling order in I/P Engine’s litigation, (ii) David Cohen had joined Innovate/Protect as special counsel, and (iii) Innovate/Protect had been approached by at least one other company interested in acquiring it. As a result of the meeting, Mr. Berger sent Mr. Perlman a new draft term sheet and further negotiations continued through February 18, 2012 when a confidential non-binding term sheet between the parties was agreed to pending approval by the Vringo and Innovate/Protect board of directors.

On February 18, 2012, Messrs. Lang, Berger, Perlman and Weinstein met at Vringo’s offices to discuss plans for the merger, including mutual due diligence.

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On February 21, 2012, Messrs. Berger and Perlman addressed additional concerns regarding the term sheet.

On February 22, 2012, Messrs. Berger and Weinstein met and discussed strategies for the joint business.

On February 23, 2012, Vringo’s board of directors held a board meeting to approve the terms set forth in the proposed confidential non-binding term sheet. The Vringo board of directors gave Mr. Perlman the authorization to move forward under the terms of the deal.

On February 23, 2012, Innovate/Protect’s board of directors adopted a resolution by written consent to establish an independent committee to conduct due diligence and report to the full board of directors of Innovate/Protect.

From February 24-28, 2012, the parties engaged in mutual due diligence, drafted and negotiated the definitive merger agreement and related documents.

On February 29, 2012, Messrs. Berger, Cohen, Perlman and Weinstein traveled to Washington, D.C. for meetings, which included meetings with Donald Stout and H. Van Sinclair, members of the Innovate/Protect board of directors and with counsel.

On March 5, 2012, Mr. Perlman held a call with Vringo’s director Philip Serlin and separately an in person meeting with Geoffrey Skolnik.

On March 7, 2012, Mr. Perlman held a call with Messrs. Engelman and Siegel to update them on the progress of the transaction.

On March 7, 2012, the Vringo board of directors held a conference call to discuss outstanding issues relating to the definitive agreement, including break-up fees. In addition, the Vringo board of directors provided the authorization to retain Etico Capital to render an opinion whether the Merger consideration was fair, from a financial point of view, to the stockholders of Vringo. Vringo’s board of directors retained Etico Capital on March 7, 2012.

On March 8, 2012, Messrs. Berger, Roth, Gerber, Engelman and Perlman met at Hudson Bay Capital’s offices to discuss number of outstanding issues.

Drafting of the definitive merger agreement and related documents continued through March 8 and 9, 2012.

On Sunday, March 11, 2012, the Vringo board of directors held a telephonic board meeting where it reviewed a presentation and the draft fairness opinion provided by Etico Capital and considered the approval of the final terms and conditions of the merger agreement. The fairness opinion was based on the assumptions, qualifications and limitations set forth in their written fairness opinion, the merger consideration to be issued by Vringo in connection with the merger was fair, from a financial point of view, to the stockholders of Vringo (other than those who own, or whose affiliates own, securites of Innovate/Protect, regarding which Etico Capital expressed no view). The Vringo board of directors approved and adopted, by a unanimous vote, the merger agreement and the merger and declared the merger agreement and the merger to be advisable, fair to, and in the best interests of Vringo and its stockholders and recommended that the Vringo stockholders vote in favor of the merger agreement and the merger.

On Monday, March 12, 2012, Etico Capital delivered its final fairness opinion which was circulated to the Vringo board of directors. Messrs. Berger, Perlman and Weinstein met at Mintz’s offices, each with counsel, to complete all outstanding items. Vringo counsel and Mr. Perlman consulted with Mr. Engelman on a number of issues throughout the day with Ms. Cohl participating in a number of calls. The day concluded with the parties signing the definitive merger agreement and the related documents, which the parties announced via a joint press release, followed by a joint conference call to answer initial questions from investors and analysts on March 14, 2012.

On April 4, 2012, Vringo, Merger Sub and Innovate/Protect consented and agreed to modify the requirement that the Registration Statement containing the proxy statement be filed with the SEC from 15 business days from the date of the Merger Agreement to 19 business days from the date of the Merger

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Agreement. In addition, the parties agreed to clarify that the exchange ratios and shares issuable in connection with the Merger shall be equitably adjusted to reflect the reverse stock split, if any, and 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 Innovate/Protect warrant shall each be ratably adjusted to give effect to any partial exercise of the Innovate/Protect warrant prior to the effective time of the Merger.

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

The Vringo board of directors, after considering the factors described below, (i) 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, (ii) has approved the Merger Agreement and each of the amendments to Vringo’s Certificate, and (iii) recommends that the Vringo stockholders vote FOR the Vringo Merger Proposals. The board of directors made its recommendation to the Vringo stockholders after considering the factors described in this proxy statement/prospectus. The Vringo board of directors consulted with Vringo’s senior management in evaluating the Merger. In addition, the Vringo board of directors considered a number of factors that they believed supported their respective decisions to take the foregoing actions, including, but not limited to, the following:

The Vringo board of directors also considered a number of potentially negative factors in its deliberations concerning the Merger, including:

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This discussion of the information and factors considered by the Vringo board of directors is not intended to be exhaustive but is intended to summarize all material factors considered by the Vringo board of directors in connection with its approval and recommendation of the Merger and the other related transactions described in this proxy statement/prospectus. In view of the wide variety of factors considered, Vringo board of directors has not found it practicable to quantify or otherwise assign relative weights to the specific factors considered. However, the Vringo board of directors concluded that the potential benefits of the Merger outweighed the potential negative factors and that, overall, the Merger had greater potential benefits for the Vringo stockholders than other strategic alternatives, including continuing to operate Vringo as a stand-alone publicly traded company on the NYSE Amex. Therefore, after taking into account all of the factors set forth above, the Vringo board of directors 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 that Vringo should enter into the Merger Agreement and take all actions necessary to complete the Merger.

Opinion of Etico Capital to the Vringo Board of Directors

The board of directors of Vringo engaged Etico Capital to provide a fairness opinion to the board of directors. 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

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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.

In connection with rendering its opinion and performing its related financial analysis, Etico Capital, among other things:

In rendering its opinion, Etico Capital relied upon and assumed, without independent verification or investigation, the accuracy and completeness of all of the financial and other information provided to or discussed with it by Vringo, Innovate/Protect and their respective employees, legal counsel, representatives and affiliates or otherwise reviewed by Etico Capital. No forecast or projections of financial performance or results of operations or of the financial condition of Vringo, Innovate/Protect or of the combined company were supplied to Etico Capital. Moreover, Etico Capital did not value or consider the anti-dilution or other terms or rights of securities to be issued as part of the Merger consideration which may be superior to the rights of the holders of Vringo common stock. Etico Capital did not make nor obtain any independent evaluations or appraisals of the assets or liabilities, contingent or otherwise, of Vringo or Innovate/Protect. Etico Capital also, at the direction and consent of Vringo, did not, and did not seek to: (a) independently value US patent numbers 6,314,420 and 6,775,664 (the “Patents”) acquired by Innovate/Protect in June 2011 or (b) determine the likelihood of success, the amount of damages, if any, that may be recovered, nor the timing and cost (and whether the combined company has or will have adequate resources, financial or otherwise, to prosecute) the Litigation initiated by Innovate/Protect, in which Innovate/Protect alleges inter alia infringement of the Patents by the defendants named therein. At the direction and with the consent of Vringo, Etico Capital also assumed that the Merger will qualify for federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code.

Etico Capital also assumed, with the consent of Vringo, that (a) all representations and warranties of each party contained in the Merger Agreement are true and correct, (b) each party will perform all of the covenants and agreements to be performed by it pursuant to the Merger Agreement and (c) the Merger will be

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consummated in accordance with the terms of the draft Merger Agreement reviewed by it without waiver, modification or amendment of any material term, condition or agreement and in compliance with all applicable laws and other requirements and that, in the course of obtaining any necessary regulatory or third party approvals, consents and releases with respect to the Merger, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on Vringo or Innovate/Protect.

Etico Capital’s opinion relates to the relative values of Vringo and Innovate/Protect. Etico Capital did not express any opinion as to the underlying valuation, future performance or long term viability of Vringo or the combined company, the actual value of Vringo common stock when issued in the Merger or the price at which Vringo common stock will trade at any time. Etico Capital expressed no view as to, and its opinion does not address, any terms or other aspects or implications of the Merger (other than the consideration to be paid by Vringo in the Merger to the extent expressly specified in its opinion) or any aspect or implication of any other agreement, arrangement or understanding entered into in connection with the Merger or otherwise, including, without limitation, the fairness of the amount or nature of the compensation resulting from the Merger to any individual officers, directors or employees of Vringo or Innovate/Protect, the existence or lack of conflicts of interest between officers, directors, employees and stockholders of Vringo and Innovate/Protect or the class of such persons, whether relative to the Merger or otherwise.

In addition, Etico Capital expressed no view as to, and its opinion does not address, the underlying business decision of Vringo to proceed with or effect the Merger nor does its opinion address the relative merits of the Merger as compared to any alternative business strategies that might exist for Vringo or the effect of any other transaction in which Vringo might engage. Etico Capital relied, without independent verification, upon the views of management of Vringo concerning the business, operational and strategic benefits and implications of the Merger. In connection with its engagement, Etico Capital was not requested to, and it did not, solicit third party indications of interest in possible alternative transactions for Vringo. Etico Capital did not otherwise participate in the origination, negotiation or structuring of the Merger or in the transaction process.

Etico Capital was not asked to pass upon, and expressed no opinion with respect to, any matters, including any agreements between Vringo and Innovate/Protect or any of their respective affiliates, other than the fairness from a financial point of view of the Merger consideration to holders of Vringo common stock (other than those who own, or whose affiliates own, securities of Innovate/Protect).

Etico Capital has not conducted, nor has Etico Capital assumed any obligation to conduct, any physical inspection of the properties or facilities of Vringo or Innovate/Protect. Etico Capital assumed, with the consent of the Vringo board of directors, that there are no legal issues with regard to Vringo or Innovate/Protect that would affect its opinion, and Etico Capital relied on this assumption without undertaking any independent investigation or inquiry. Etico Capital’s opinion is necessarily based on the information available to it and general economic, financial and stock market conditions and circumstances as they existed and could be evaluated by it on March 12, 2012. It should be understood that, although subsequent developments may affect its opinion, Etico Capital does not have any obligation to update, revise or reaffirm the opinion.

The following is a summary explanation of the various sources of information and valuation methodologies employed by Etico Capital in rendering its opinion. These analyses were provided to the Vringo board of directors at its meeting on March 11, 2012. There were no material changes to these analyses prior to March 12, 2012. This summary describes the financial analyses used by Etico Capital and deemed to be material, but does not purport to be a complete description of the analyses performed by Etico Capital in arriving at its opinion. Etico Capital did not explicitly assign any relative weights to the various factors or analyses considered. The summary of financial analyses includes information presented in tabular format. In order to fully understand the financial analyses used by Etico Capital, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses.

For purposes of its analysis, Etico Capital evaluated each of Vringo and Innovate/Protect on a standalone basis.

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Vringo Valuation

Comparable Companies Analysis

Etico Capital compared Vringo to a group of comparable public companies that Etico Capital deemed comparable to Vringo’s limited universe. Etico Capital selected public companies competing in the mobile solutions industry with enterprise values ranging from $3.3 million to $901.0 million, with revenues for the trailing twelve months that were publicly available at the time of the analysis of between $.6 million and $138.0 million and with EBITDA (defined below) for the trailing twelve months that were publicly available at the time of the analysis of between a negative $12.0 million and a positive $31.0 million.

The comparable companies were:

Etico Capital considered:

In order to perform this analysis, Etico Capital compared financial information of Vringo with publicly available information for the comparable companies. Etico Capital considered the entire range of multiples yielded by the comparable companies in establishing a more limited reference range of multiples which it used for its analysis. For this analysis, as well as other analyses, Etico Capital examined publicly available information.

The following table presents, based on closing prices as of March 9, 2012 (the last trading day prior to the date of Etico Capital’s opinion), the reference range of multiples for the comparable companies of EV/EBITDA, P/E, P/Book, EV/REV:

		Reference Range of Multiples
EV/EBITDA			5.12x – 29.11x
P/E			12.72x – 32.12x
P/Book			1.05x – 7.51x
EV/REV			.31x – 27.94x

Because Vringo did not have positive EBITDA, earnings or book value, Etico Capital relied on EV/Rev to determine an implied valuation range for Vringo. Based on this comparable companies analysis and Vringo’s annualized 2011 revenue based on revenue for the nine months ended September 30, 2011, Etico Capital concluded that Vringo had an implied valuation range between $230,000 and $20.7 million.

No company utilized in the public company comparables analysis as a comparison to Vringo is identical to Vringo. In evaluating the comparables, Etico Capital made numerous assumptions with respect to the mobile solutions industry’s performance and general economic conditions, many of which are beyond the control of Vringo. Mathematical analysis, such as determining the median, average or range, is not in itself a meaningful method of using comparable company data.

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Vringo Common Stock Trading History

Etico Capital considered the trading price and volume of Vringo common stock on the NYSE Amex, focusing primarily on the sixty trading days prior to the rendering of Etico Capital’s opinion. As of March 9, 2012, Vringo had an aggregate of 26,464,915 shares of common stock outstanding on a fully diluted basis. The following table sets forth the last sale price on March 9, 2012 (the last trading day prior to the date of Etico Capital’s opinion) and daily trading volume for such period as well a sixty day trading average for such period:

Date Range		Average Volume				Average Closing Price
		(000s omitted)
December 13, 2011 – March 9, 2012			687			$	1.22
March 9, 2012			386			$	1.72

Based on those market prices of Vringo common stock, Vringo had a fully diluted equity value of between $32.3 million to $45.5 million.

Consideration of Comparable Transactions Analysis

Etico Capital did not employ a comparable transactions analysis of Vringo as a result of the lack of reasonably comparable transactions.

Consideration of the Discounted Cash Flow Methodology

Etico Capital did not employ a discounted cash flow analysis of Vringo for the purposes of its opinion. Discounted cash flow analysis is most appropriate for companies that exhibit relatively steady or somewhat predictable streams of positive future cash flow. To date, Vringo has generated negative cash flows. Furthermore, Vringo did not provide Etico Capital with forecasts. Because of these factors, Etico Capital considered a discounted cash flow analysis inappropriate for valuing Vringo.

Innovate/Protect Valuation

Innovate/Protect Comparable Companies Analysis

Etico Capital compared Innovate/Protect to a group of companies engaged in seeking to monetize their intellectual property. The Innovate/Protect comparable companies are public companies that Etico Capital deemed comparable to Innovate/Protect. Etico Capital selected companies with market capitalizations ranging from $1.85 million to $1,857.0 million.

The Innovate/Protect comparable companies were:

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Etico Capital considered:

In order to perform this analysis, Etico Capital compared financial information of Innovate/Protect with publicly available information for the Innovate/Protect comparable companies. Etico Capital considered the entire range of multiples yielded by the Innovate/Protect comparable companies in establishing a more limited reference range of multiples which it used for its analysis. For this analysis, as well as other analyses, Etico Capital examined publicly available information.

The following table presents, based on closing prices as of March 8, 2012, the range of multiples for the Innovate/Protect comparable companies of EV/EBITDA, P/E, P/Book and EV/REV:

		Reference Range of Multiples
EV/EBITDA			11.63x – 73.39x
P/E			.91x – 61.04x
P/Book			.44x – 61.58x
EV/REV			5.44x – 47.38x

Because Innovate/Protect did not have positive EBITDA, earnings or revenue, Etico Capital relied on P/Book to determine an implied valuation range for Innovate/Protect. Based on this comparable companies analysis and Innovate/Protect’s book value as of December 31, 2011, Etico Capital concluded that Innovate/Protect had an implied valuation range between $2.0 million and $287.0 million.

No company utilized in the public company comparables analysis as a comparison to Innovate/Protect is identical to Innovate/Protect. The ultimate value of Innovate/Protect is likely to be based upon the value of the Patents and, in particular, the ultimate success of the Litigation and other litigations that may be commenced against other putative infringers. Etico Capital did not value the Patents or determine the likelihood of success, the amount of damages, if any, that may be recovered, nor the timing and cost (and whether the combined company has or will have adequate resources, financial or otherwise, to prosecute) the Litigation. Accordingly, Etico Capital accepted the book value of Innovate/Protect as set forth in its audited financial statements as of December 31, 2011. Mathematical analysis, such as determining the median, average or range, is not in itself a meaningful method of using comparable company data.

Recent Investments in Innovate/Protect

Etico Capital examined the value of Innovate/Protect implied by recent investments by unaffiliated third parties in Innovate/Protect. As of December 31, 2011, Innovate/Protect had an aggregate of 12,856,307 shares of common stock outstanding on a fully diluted basis. In November and December 2011, Innovate/Protect sold common stock to unaffiliated third parties at $3.30 per share, or a fully diluted implied equity value of Innovate/Protect of $42.4 million.

Innovate/Protect Comparable Transactions Analysis

Etico Capital found two transactions, one in December 2002 and the other in March 2010, involving companies deemed by Etico Capital to be comparable to Innovate/Protect. For this analysis, Etico Capital examined publicly available information. The Innovate/Protect comparable transactions involved:

TABLE OF CONTENTS

The following table presents, as of March 8, 2012, the reference range of multiples. Because the comparable transactions involved the acquisition of companies with negative earnings, P/E could not be utilized.

		Reference Range of Multiples
EV/EBITDA			25.52x – 25.53x
P/E			NA
P/Book			.41x – .59x
EV/REV			.33x – .33x

Because of the limited number of transactions and their infrequency, Etico Capital did not consider these comparable transactions to be meaningful.

Consideration of the Discounted Cash Flow Methodology

Etico Capital did not employ a discounted cash flow analysis of Innovate/Protect for the purposes of its opinion. Discounted cash flow analysis is most appropriate for companies that exhibit relatively steady or somewhat predictable streams of positive future cash flow. To date, Innovate/Protect has generated negative cash flows. Furthermore, Etico Capital was not provided with forecasts regarding Innovate/Protect and Etico Capital was directed by the Vringo board of directors not to value the Litigation and, therefore, did not consider any cash flow that may be provided by or used in the Litigation. Because of these factors, Etico Capital considered a discounted cash flow analysis inappropriate for valuing Innovate/Protect.

Miscellaneous

The preparation of a fairness opinion is a complex process involving determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances, limitations on the scope of the engagement and the quantitative and qualitative available comparable information and, therefore, is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analysis or the summary set forth above, without considering the analysis as a whole, could create an incomplete view of the processes underlying the opinion of Etico Capital. In arriving at its fairness determination, Etico Capital considered the results of all these constituent analyses and did not attribute any particular weight to any particular factor or analysis considered by it. Rather, Etico Capital made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all such analyses. The foregoing summary does not purport to be a complete description of the analyses performed by Etico Capital. Additionally, analyses relating to the value of businesses or securities are not appraisals. Accordingly, such analyses and estimates are inherently subject to substantial uncertainty.

In performing its analyses, Etico Capital made numerous assumptions with respect to industry performance and general business and economic conditions and other matters, many of which are beyond Vringo’s control. The analyses performed by Etico Capital are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. The Merger consideration and other terms of the Merger Agreement were determined through arm’s length negotiations between Vringo and Innovate/Protect, and were approved by the Vringo board of directors. Etico Capital’s opinion was one of many factors taken into consideration by the Vringo board of directors in making its decision to approve the Merger Agreement and the Merger. Consequently, the Etico Capital analyses as described above should not be viewed as determinative of the opinion of the Vringo board of directors with respect to the value of Vringo or Innovate/Protect or whether the Vringo board of director would have been willing to agree to different consideration.

Etico Capital was retained under an engagement letter, dated March 7, 2012, to give an opinion as to the fairness of the Merger consideration, from a financial point of view, to the 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). Etico Capital did not serve as financial advisor to Vringo in connection with the Merger. Etico Capital received a fee of $115,000 (and the reimbursement of $10,000 of expenses) upon delivery of its opinion. No portion of Etico Capital’s fee is contingent upon the consummation of the Merger.