Exhibit 10.14


 





EXECUTIVE EMPLOYMENT AGREEMENT


 


This EXECUTIVE
EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 13th day of February, 2013 (the "Effective
Date"), and is by and between Clifford J. Weinstein, an individual residing at the address listed in Exhibit "A"
("Executive"), and Vringo, Inc., a Delaware corporation with principal offices located at 780 3rd Avenue,
15th Floor, New York, NY 10017 (the "Company").


 


WITNESSETH


 


WHEREAS,
the Executive desires to continue to be employed by the Company as its Executive Vice President ("EVP")
under the terms set forth herein and the Company wishes to continue to employ Executive in such capacity;


 


NOW, THEREFORE,
in consideration of the foregoing recitals and the respective covenants and agreements of the parties contained in this
document, the Company and Executive hereby agree as follows:


 


1.    Employment and Duties.


 


(a)    Subject to
the terms of this Agreement, the Company agrees to continue to employ, and Executive agrees to continue to serve, as its EVP. The
duties and responsibilities of Executive shall include the duties and responsibilities normally associated with such positions
and such other executive officer duties and responsibilities consistent with such positions as the Company's Chief Executive Officer
may from time to time reasonably assign in good faith to Executive. At all times during the Employment Period (as defined below),
the Executive shall report directly to the Chief Executive Officer ("CEO").


 


(b)    Executive
shall devote substantially all of his working time and efforts during the Company's normal business hours to the business and affairs
of the Company and its subsidiaries and to the diligent and faithful performance of the duties and responsibilities duly assigned
to him pursuant to this Agreement. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services
for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the CEO, which
consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents
in the case of a non-corporate entity) of non-competing businesses or charitable, educational or civic organizations, (iii) engaging
in charitable activities and community affairs, and (iv) managing Executive's personal investments and affairs; provided, however,
that the activities set out in clauses (i), (ii), (iii) and (iv) shall be limited by Executive so as not to materially interfere,
individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunder.


 


2.    Term. 
The Company hereby agrees to employ Executive, and Executive hereby accepts employment with the Company, upon the terms
set forth in this Agreement, for the period commencing on the Effective Date and ending on the three year anniversary of
the Effective Date, unless sooner terminated in accordance with the provisions of Section 9 below (such period is
the "Employment Period"). The parties agree to commence negotiations to enter into a new employment
agreement at least six (6) months prior to the expiration of the Employment Period and to conclude those negotiations no
later than the date that is three (3) months prior to the expiration of the Employment Period (the "Negotiations
Period"), provided however, that it is the Executive's obligation to provide to the Chief Executive Officer and
Chairman of the Compensation Committee a proposal regarding the terms of the continued employment prior to the commencement
of the Negotiations Period.


 






     


     


    

 





3.    Place of Employment. Executive's services shall be performed at the Company's offices located at 780 3rd
Avenue, 15th Floor, New York 10017 and any other locus where the Company and Executive mutually agree is an acceptable location
from which Executive's services may be performed. The parties acknowledge that any location in the Borough of Manhattan, City of
New York, is an acceptable location. The parties further acknowledge, however, that Executive may be required to travel in connection
with the performance of his duties hereunder.


 


 4.    Compensation. 




 


(a)     Base Salary.
For all services to be rendered by Executive pursuant to this Agreement, the Company agrees to pay Executive during the Employment
Period an annual base salary, less applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions (the
"Base Salary") as follows: (i) retroactive to January 1, 2013 until December 31, 2013, at an annual rate of $300,000;
(ii) from January 1, 2014 to December 31, 2014, at an annual rate of $312,500; and (iii) from January 1, 2015 through the remainder
of the Employment Period, at an annual rate of $325,000. The Base Salary shall be paid in periodic installments in accordance with
the Company's regular payroll practices.


 


5.    Bonuses and Incentive Compensation. During the Employment Period, the Executive will be eligible to participate
in any annual bonus or other incentive compensation program that the Company may adopt from time to time for its executive officers.
To the extent that the Company is required pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection
Act to develop and implement a policy (the "Policy") providing for the recovery from the Executive of any payment
of incentive-based compensation paid to the Executive that was based upon erroneous data contained in an accounting statement,
this Agreement shall be deemed amended and the Policy incorporated herein by reference as of the date that the Company takes all
necessary corporate action to adopt the Policy, without requiring any further action of the Company or the Executive, provided
that any such Policy shall only be binding on the Executive if the same Policy applies to the Company's other executive officers.


 


6.    Expenses.
Executive shall be entitled to reimbursement for all reasonable and appropriate travel, entertainment, and other
expenses incurred by Executive while employed (in accordance with the policies and procedures established by the Company for
its executive officers) in the performance of his duties and responsibilities under this Agreement; provided that
Executive properly accounts for such expenses in accordance with Company policies and procedures. The Executive shall be
responsible for any unreasonable or inappropriate expenses incurred in violation of Company policies and procedures.


 






     


     


    

 


 


7.     Other Benefits. During the Employment Period, the Executive shall be eligible to participate in all incentive,
savings, retirement (401(k)), and welfare benefit plans, health, medical, dental, vision, life (including accidental death and
dismemberment) and disability insurance plans (collectively, to the extent they exist, "Benefit Plans"), in substantially
the same manner and at substantially the same levels as the Company makes such opportunities available to the Company's executive
officers, provided however, that the Company may not reduce the benefits provided to the Executive under these Benefits Plans without
the Executive's written consent'.


 


8.    Vacation. During the Employment Period, the Executive shall be entitled to twenty (20) days of paid time off
("PTO") per year. PTO shall be taken at such times as are mutually convenient to the Executive and the Company.
The Executive may carry up to ten (10) days of unused PTO forward from one calendar year to the next. All other unused PTO will
be forfeited at the end of the calendar year. The Company shall not pay executive for any unused PTO upon termination of employment.


 


 9.    Termination of Employment. 




 


(a)     General. The
Employment Period and the Executive's employment hereunder shall terminate upon the earliest to occur of: (i) Executive's death,
(ii) a termination by reason of Executive's Disability, (iii) a termination by the Company with or without Cause, (iv) a termination
by Executive with or without Good Reason, or (v) the last day of the Employment Period. Notwithstanding anything herein to the
contrary, the payment (or commencement of a series of payments) hereunder of any nonqualified deferred compensation (within the
meaning of Section 409A of the Internal Revenue Code, (the "Code")) upon a termination of employment shall be
delayed until such time as Executive has also undergone a "separation from service" as defined in Treas. Reg. 1.409A-1(h),
at which time such nonqualified deferred compensation (calculated as of the date of Executive's termination of employment hereunder)
shall be paid (or commence to be paid) to Executive on the schedule set forth in this Section 9 as if Executive had undergone such
termination of employment (under the same circumstances) on the date of Executive's ultimate "separation from service."


 


(b)     Death.
If Executive dies during the Employment Period, this Agreement and the Executive's employment with the Company
shall automatically terminate and the Company shall have no further obligations to the Executive or his heirs, administrators
or executors with respect to compensation and benefits accruing thereafter, except for the obligation to pay to the
Executive's heirs, administrators or executors (i) any earned but unpaid Base Salary up to and through the date of
termination, (ii) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the
performance of his duties and responsibilities for the Company up to and through the date of termination, and (iii) any
benefits provided under the Company's employee benefit plans pursuant to, and in accordance with, the terms of such plans
through the date of termination (collectively, the "Accrued Obligations"). The Company shall deduct, from
all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.


 






     


     


    

  


(c)     Disability.
In the event that during the Employment Period the Company determines that the Executive is unable to perform his essential duties
and responsibilities hereunder to the full extent required by the Company by reason of a Disability (as defined below), this Agreement
and the Executive's employment with the Company shall terminate immediately upon notice to the Executive, and the Company shall
have no further obligations or liability to the Executive or his heirs, administrators or executors with respect to compensation
and benefits accruing thereafter, except for the obligation to pay the Accrued Obligations. The Company shall deduct, from all
payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions. For purposes
of this Agreement, "Disability" shall mean a physical or mental disability that prevents the performance by the
Executive, with or without reasonable accommodation, of his essential duties and responsibilities hereunder for ninety (90) consecutive
days, or an aggregate of one-hundred and eighty (180) days during any twelve consecutive months, as determined consistent with
applicable law, provided that the determination of Executive's physical or mental health and the date of the Disability shall be
determined by a medical expert who will examine the Executive as appointed by mutual agreement between the Company and the Executive,
which agreement shall not be unreasonably withheld or delayed by either party. Executive hereby consents to such examination and
consultation regarding Executive's health and ability to perform as aforesaid.


 


 (d)     By the Company for Cause. 




 


(1)    At any time during the Employment Period, the Company may terminate this Agreement and the Executive's employment hereunder for
Cause. Such termination shall be effective immediately upon notice to the Executive.


 


"Cause"
as used in this Agreement shall mean: (a) the willful and continued failure of the Executive to perform substantially his
duties and responsibilities for the Company (other than any such failure resulting from Executive's death or Disability)
after a written demand by the CEO for substantial performance is delivered to the Executive by the Company, which
specifically identifies the manner in which the CEO believes that the Executive has not substantially performed his duties
and responsibilities, which willful and continued failure is not cured by the Executive within thirty (30) days of his
receipt of such written demand; (b) the conviction of, or plea of guilty or nolo contendere to a felony, (c)  intentional
breach of Section 10 of this Agreement, (d) an intentional breach of the Non-Disclosure and Non-Solicitation Agreement of
even date herewith (the "NDA"); or (e) a good faith finding by the CEO that Executive has engaged in fraud,
dishonesty, gross negligence or misconduct which, if curable, has not been cured by Executive within thirty (30) days after
his receipt of a written notice from the CEO stating with reasonable specificity the basis of such finding.


 






     


     


    

 





(2)    Upon termination
of this Agreement for Cause, the Company shall have no further obligations or liability to the Executive or his heirs, administrators
or executors with respect to compensation and benefits thereafter, except for the obligation to pay the Executive the Accrued Obligations.
The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other
appropriate deductions.


 


(3)    It is expressly acknowledged and agreed that the decision as to whether "Cause" exists for termination of the
employment relationship by the Company is delegated to the CEO for determination.


 


(e)     
By the Executive for Good Reason. 




 


(1)    At
any time during the Employment Period, subject to the conditions set forth in Section 9(e)(2) below, the Executive may terminate
this Agreement and the Executive's employment with the Company for Good Reason. "Good Reason" as used in this
Agreement shall mean the occurrence of any of the following events: (a) the assignment, without the Executive's consent, to the
Executive of duties that result in a substantial diminution of the duties that he assumed on the Effective Date; (b) the assignment,
without the Executive's consent, to the Executive of a title that is subordinate to the title Executive Vice President; (c) a
reduction in Executive's Base Salary; (d) the Company's requirement that Executive regularly report to work in a location that
is more than fifty miles from the Company's current New York office as of the date of this Agreement, without the Executive's
consent; (e) a change in reporting relationship, provided however, that Good Reason does not include a change in the reporting
relationship whereby Executive will report to the Chief Executive Officer of an acquiring company after a Change of Control (as
that term is defined in the Corporation's 2012 Employee, Director and Consultant
Equity Incentive Plan); or (f) a material breach by the Company of this Agreement.


 


(2)    The Executive shall not be entitled to terminate this Agreement for Good Reason unless and until he shall have delivered
written notice to the Company of his intention to terminate this Agreement and his employment with the Company for Good
Reason, which notice specifies in reasonable detail the circumstances claimed to provide the basis for such termination for
Good Reason, and the Company shall not have eliminated the circumstances constituting Good Reason within thirty (30) days of
its receipt from the Executive of such written notice. The Company shall retain the discretion to terminate the Employment
Period at any time during the Good Reason notice period provided for in this Section 9(e)(2).


 






     


     


    

 





(3)    In the event that
the Executive terminates this Agreement and his employment with the Company for Good Reason, the Company shall pay or provide to
the Executive (or, following his death, to the Executive's heirs, administrators or executors):


 


(A)   The
Accrued Obligations through the date the Employment Period is terminated.


 


(B)   An
amount of Base Salary (at the rate of Base Salary in effect immediately prior to the Executive's termination hereunder) equal to
the lesser of (x) one (1) times the Executive's Base Salary, and (y) two (2) times the Base Salary payable for the number of full
months remaining in the Employment Period. Except as otherwise provided in this Agreement, the Company shall pay to Executive the
amounts provided in this Section 9(e)(3)(B) in substantially equal installments commencing on the Company's next regular payroll
date following the date the Release (referenced in Section 9(i) below) becomes irrevocable and enforceable, provided, however,
that if the ninety (90) day period referenced in Section 9(i) below begins in one calendar year and ends in the following calendar
year, the Company shall pay to Executive the amounts provided in this Section 9(e)(3)(B) in substantially equal installments commencing
on the Company's first eligible regular payroll date occurring in the following calendar year. The Company shall deduct, from all
payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.


 


(C)   Subject
to Section 9(i) below, COBRA continuation coverage paid in full by the Company, so long as Executive has not become actually covered
by the medical plan of a subsequent employer during any such month and is otherwise entitled to COBRA continuation coverage, with
such payments for up to a maximum of twelve (12) months following the date of termination. After such period, Executive is responsible
for paying the full cost for any additional COBRA continuation coverage to which Executive is then entitled. If the Company's payment
of the COBRA premiums on the Executive's behalf would violate the nondiscrimination rules or cause the reimbursement of claims
to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation
Act of 2010 (collectively, the "Act") or Section 105(h) of the Code, the Company paid premiums shall be treated
as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment
or taxation under the Act or Section 105(h) of the Code.


 







     


     


    

 


(f)    By Executive without
Good Reason. At any time during the Employment Period, the Executive shall be entitled to terminate this Agreement and the
Executive's employment with the Company without Good Reason by providing prior written notice to the Company of at least ninety
(90) calendar days, provided however that the Company shall maintain the discretion to terminate the Employment Period at any time
during the notice period set forth in this Section 9(f). Upon termination by the Executive of this Agreement and the Executive's
employment with the Company without Good Reason, the Company shall have no further obligations or liability to the Executive or
his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay the
Executive the Accrued Obligations through the date the Employment Period is terminated. The Company shall deduct, from all payments
made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.


 


(g)    By
the Company without Cause. At any time during the Employment Period, the Company shall be entitled to terminate this Agreement
and the Executive's employment with the Company without Cause upon written notice to the Executive. Upon termination by the Company
of this Agreement and the Executive's employment with the Company without Cause, the Company shall pay or provide to the Executive
(or, following his death, to the Executive's heirs, administrators or executors) the amounts and benefits due upon a resignation
for Good Reason, as further described in Section 9(e)(3). The Company shall deduct, from all payments made hereunder, all applicable
taxes, including income tax, FICA and FUTA, and other appropriate deductions.


 


(h)    Upon Expiration
of the Employment Period. If the Executive's employment terminates upon the expiration of the Employment Period set forth in
Section 1, the Company shall have no further obligations or liability to the Executive or his heirs, administrators or executors
with respect to compensation and benefits thereafter, except for the obligation to pay the Executive the Accrued Obligations.


 


(i)    Release
of Claims. It is agreed that an express condition of the payment or provision by the Company of any severance amount or post-termination
benefit called for under Section 9(e)(3) and Section 9(g) of this Agreement (other than the payment of any Accrued Obligations)
shall be subject to the Company's concurrent receipt of a general release of all claims against the Company and its affiliates
by Executive in the form reasonably acceptable to the Company and Executive, and such release must be effective and irrevocable
prior to the ninetieth (90th) day following the termination of the Executive's employment (the "Release").


 


(j)    Additional
Section 409A Provisions. Notwithstanding any provision in this Agreement to the contrary:


 


(1)    Any
payment otherwise required to be made hereunder to Executive at any date as a result of the termination of Executive's
employment that constitutes non-qualified deferred compensation subject to Section 409A of the Code shall be delayed for such
period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the "Delay
Period"). On the first business day following the expiration of the Delay Period, Executive shall be paid, in a
single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and
any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein.


 






     


     


    

 





(2)    Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.


 


(3)    To
the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified
deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the
Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Executive,
(ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii)
the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses
eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause
shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because
such expenses are subject to a limit related to the period the arrangement
is in effect.


 


10.   Covenant
Not to Compete. 




 


(a)
The Executive recognizes that the services to be performed by himh ereunder are special, unique and extraordinary. The parties
confirm that it is reasonably necessary for the protection of the Company that the Executive agree, and accordingly, the Executive
does hereby agree, that, he shall not, directly or indirectly, at any time during the "Restricted Period" within the
"Restricted Area" engage in any "Restricted Business Activity" (as those terms are defined in Sections
10(b), (c) and (d) below).


 


(b)    The term "Restricted
Business Activity" as used in this Section 10, means that the Executive shall not, directly or indirectly:


 


(1)    provide services, either on his own behalf or as an officer, director, partner, consultant, associate, employee, owner,
agent, independent contractor, or co-venturer of any third party, (i) the primary value of which is monetizing patent
portfolios or (ii) to any company primarily engaged in the business of monetizing patent portfolios. For the avoidance of
doubt, engaging in the licensing of patents to or from third parties for the purpose of development and sale of products and
services incorporating such patents by the licensee is not a competing activity; or


 






     


     


    

 





(2)    solicit
any material commercial relationships of the Company, other than in the furtherance of the business of the Company during the Employment
Period;


 


provided however, that Restricted Business
Activity shall not be construed to prevent the Executive from (i) owning, directly or indirectly, in the aggregate, an amount not
exceeding two percent (2%) of the issued and outstanding voting securities of any class of any company whose voting capital stock
is traded or listed on a national securities exchange or in the over-the-counter market; (ii) providing services to any division,
department or branch of another company that does not itself engage in whole or in part in the business of innovation, development
and monetization of mobile technologies and intellectual property; or (iii) soliciting any material commercial relationships of
the Company for the purpose of selling products or providing services that are not the same or substantially similar to the products
or services sold by the Company during the Employment Period.


 


(c)    The term "Restricted
Period," as used in this Section 10, shall mean during the Employment Period plus two (2) years after the date the Executive
is actually no longer employed by the Company.


 


(d)    The term
"Restricted Area" as used in this Section 10 shall mean


 


worldwide.


 


(e)    If any of the restrictions
contained in this Section 10 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof,
or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope,
or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby.


 


(f)    The provisions of
this Section 10 shall survive the termination of the Executive's employment hereunder and until the end of the Restricted Period.


 


11.Miscellaneous.


 


(a)    The Executive
acknowledges that the services to be rendered by him under the provisions of this Agreement are of a special, unique and
extraordinary character and that it would be difficult or impossible to replace such services. Furthermore, the parties
acknowledge that monetary damages alone would not be an adequate remedy for any breach by the Executive of this Agreement.
Accordingly, the Executive agrees that any breach or threatened breach by him of this Agreement shall entitle the Company, in
addition to all other legal remedies available to it, to apply to any court of competent jurisdiction to seek to enjoin such
breach or threatened breach. The parties understand and intend that each restriction agreed to by the Executive hereinabove
shall be construed as separable and divisible from every other restriction, that the unenforceability of any restriction
shall not limit the enforceability, in whole or in part, of any other restriction, and that one or more or all of such
restrictions may be enforced in whole or in part as the circumstances warrant. In the event that any restriction in this
Agreement is more restrictive than permitted by law in the jurisdiction in which the Company seeks enforcement thereof, such
restriction shall be limited to the extent permitted by law. The remedy of injunctive relief herein set forth shall be in
addition to, and not in lieu of, any other rights or remedies that the Company may have at law or in equity.


 






     


     


    

 


 


(b)    The Executive may
not assign or delegate any of his rights or duties under this Agreement without the express written consent of the Company. The
Company will require any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially
all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement,
the "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid
which executes and delivers the agreement provided for in this subsection (b) or which otherwise becomes bound by all of the terms
and provisions of this Agreement by operation of law.


 


(c)    This Agreement, together
with the NDA and any indemnification agreement, equity plan, stock option agreement, restricted stock unit agreement or other stock
agreement to which plaintiff is a party or otherwise subject to, constitutes and embodies the full and complete understanding and
agreement of the parties with respect to the Executive's employment by the Company, and supersedes all prior understandings and
agreements, including, without limitation, the Prior Agreement, whether oral or written, between the Executive and the Company,
and shall not be amended, modified or changed except by an instrument in writing executed by the party to be charged. The invalidity
or partial invalidity of one or more provisions of this Agreement shall not invalidate any other provision of this Agreement. No
waiver by either party of any provision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions
or conditions at the same time or any prior or subsequent time. Notwithstanding the foregoing, the NDA is amended by this Agreement
such that the period in Section 4 of the NDA during which the Executive agrees not to solicit Business Partners (as such term is
defined in the NDA) shall be during the Executive's employment with the Company and for a period of two (2) years thereafter.


 


(d)    Executive acknowledges
that he has had the opportunity to be represented by separate independent counsel in the negotiation of this Agreement, has consulted
with his attorney of choice, or voluntarily chose not to do so, concerning the execution and meaning of this Agreement, and has
read this Agreement and fully understands the terms hereof, and is executing the same of his own free will. Executive warrants
and represents that he has had sufficient time to consider whether to enter into this Agreement and that he is relying solely on
his own judgment and the advice of his own counsel, if any, in deciding to execute this Agreement.


 







     


     


    

 


(e)    This Agreement shall
inure to the benefit of, be binding upon and enforceable against, the parties hereto and their respective successors, heirs, beneficiaries
and permitted assigns.


 


(f)    If this Agreement
or the Employment Period is terminated for any reason, the NDA (as amended by this Agreement) and Section 10 shall survive termination
of this Agreement.


 


(g)    In the event of litigation
between the parties hereto regarding this Agreement, the prevailing party shall be entitled to recover the costs and fees, including
reasonable attorney's fees, incurred by such party in the litigation.


 


(h)    The headings contained
in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.


 


(i)    All notices, requests,
demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been
duly given when personally delivered, sent by registered or certified mail, return receipt requested, postage prepaid, or by reputable
national overnight delivery service (e.g. FedEx) for overnight delivery to the party at the address set forth in the preamble to
this Agreement, or to such other address as either party may hereafter give the other party notice of in accordance with the provisions
hereof. Notices shall be deemed given on the sooner of the date actually received or the third business day after deposited in
the mail or one business day after deposited with an overnight delivery service for overnight delivery.


 


(j)    This Agreement shall
be governed by and construed in accordance with the internal laws of the State of New York without reference to principles of conflicts
of laws and each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts
located in the County and State of New York.


 


(k)    This Agreement may
be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one of the same instrument. The parties hereto have executed this Agreement as of the date set forth above.


 


(l)    The Executive represents
and warrants to the Company, that he has the full power and authority to enter into this Agreement and to perform his obligations
hereunder and that the execution and delivery of this Agreement and the performance of his obligations hereunder will not conflict
with any agreement to which Executive is a party.


 


(m)    Each Party will pay
its own costs and expenses related to the transactions contemplated by this Agreement.


 


[Remainder of Page Intentionally Left Blank]


 


 




     


     


    

 


[Signature Page to Executive Employment Agreement]


 


IN
WITNESS WHEREOF, the Executive and the Company have caused this Executive Employment Agreement to be executed as of the date first
above written.


 


	 	 	 
	 	/s/
    Clifford J. Weinstein
	 	Clifford J. Weinstein






 


 


	 	VRINGO, INC.
	 	 	 
	 	By:	/s/
    Andrew D. Perlman
	 		Name: Andrew D. Perlman
	 		Title: Chief Executive Officer