THE SECURITIES EVIDENCED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE
IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY STATING THAT
SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.


 


	Warrant No. W-___	Number of Shares: ____________


			



 


Date of Issuance: February 6, 2012 (“Issuance
Date”)


 


VRINGO, INC.


 


Common Stock Warrant


 


Vringo, Inc.
(the “Company”), for value received, hereby certifies that ________, or its registered assigns (the “Registered
Holder”), is entitled, subject to the terms of this Common Stock Warrant (the “Warrant”) set forth
below, to purchase from the Company, at any time after the date hereof and on or before February 6, 2017 (the “Expiration
Date”), up to ________ (_______) shares of common stock of the Company (the “Warrant Stock”), par
value $0.01 per share (the “Common Stock”), at a per share exercise price (the “Exercise Price”)
equal to One Dollar and Seventy-Six Cents ($1.76) per share (subject to adjustment as set forth
in Section 2). 


 


1.            Exercise.


 


(a)          Method
of Exercise. This Warrant may be exercised by the Registered Holder, in whole or in part, by delivering the form
appended hereto as Exhibit A duly executed by such Registered Holder (the “Exercise Notice”), at
the principal office of the Company, or at such other office or agency as the Company may designate in writing prior to the date
of such exercise, accompanied by payment in full of the Exercise Price payable with respect to the number of shares of Warrant
Stock purchased upon such exercise. The Exercise Price must be paid by cash, check or wire transfer in immediately available funds
for the Warrant Stock being purchased by the Registered Holder.         


 


(b)          Effective
Time of Exercise. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of
business on the day on which the Exercise Notice has been delivered to the Company (the “Exercise Date”) as
provided in this Section 1. At such time, the person or persons in whose name or names any certificates for Warrant Stock shall
be issuable upon such exercise as provided in Section 1(c) below shall be deemed to have become the holder or holders of record
of the Warrant Stock represented by such certificates.


 


(c)          Delivery
to Holder. As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within three
(3) business days thereafter (the “Warrant Stock Delivery Date”), the Company will cause to be issued in the
name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable
transfer taxes) may direct:


 



    	 



    	 



    

 


(i)          a
certificate or certificates for the number of shares of Warrant Stock to which such Registered Holder shall be entitled, and


 


(ii)         in
case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on
the face or faces thereof for the number of shares of Warrant Stock equal (giving effect to any adjustment therein) to the number
of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such
exercise as provided in Section 1(a).


 


(d)         Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Registered
Holder, if the Company fails to transmit to the Registered Holder a certificate or the certificates representing the Warrant Stock
pursuant to an exercise on or before the Warrant Stock Delivery Date, and if after such date the Registered Holder is required
by its broker to purchase (in an open market transaction or otherwise) or the Registered Holder’s brokerage firm otherwise
purchases, shares of Common Stock to deliver in satisfaction of a sale by the Registered Holder of the Warrant Stock which the
Registered Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash
to the Holder the amount by which (x) the Registered Holder’s total purchase price (including brokerage commissions, if any)
for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of shares of Warrant
Stock that the Company was required to deliver to the Registered Holder in connection with the exercise at issue times (2) the
price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Registered Holder,
either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored
or deliver to the Registered Holder the number of shares of Common Stock that would have been issued had the Company timely complied
with its exercise and delivery obligations hereunder. For example, if the Registered Holder purchases Common Stock having a total
purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale
price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall
be required to pay the Registered Holder $1,000. The Registered Holder shall provide the Company written notice indicating the
amounts payable to the Registered Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such
loss.


 


(e) Registered
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Registered Holder
shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent (but only to
the extent) that the Registered Holder or any of the Registered Holder’s affiliates, would beneficially own in excess of
the Beneficial Ownership Limitation (as defined below). For purposes of this Section 1(e), beneficial ownership shall be calculated
in accordance with Section 13(d) of the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder,
it being acknowledged by the Registered Holder that the Company is not representing to the Registered Holder that such calculation
is in compliance with Section 13(d) of the Exchange Act and the Registered Holder is solely responsible for any schedules required
to be filed in accordance therewith. To the extent that the limitation contained in this Section 1(e) applies, the determination
of whether this Warrant is exercisable (in relation to other securities owned by the Registered Holder together with any Affiliates)
and of which portion of this Warrant is exercisable shall be in the sole discretion of the Registered Holder, and the submission
of an Exercise Notice shall be deemed to be the Registered Holder’s determination of whether this Warrant is exercisable
(in relation to other securities owned by the Registered Holder together with any Affiliates) and of which portion of this Warrant
is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify
or confirm the accuracy of such determination. Upon the written or oral request of a Registered Holder, the Company shall within
two business days confirm orally and in writing to the Registered Holder the number of shares of Common Stock then outstanding.
In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise
of securities of the Company, including this Warrant, by the Registered Holder or its Affiliates since the date as of which such
number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of
the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable
upon exercise of this Warrant. The Registered Holder, upon not less than 61 days’ prior notice to the Company, may increase
or decrease the Beneficial Ownership Limitation provisions of this Section 1(e), provided that the Beneficial Ownership Limitation
shall in no event exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance
of shares of Common Stock upon exercise of this Warrant held by the Registered Holder and the provisions of this Section 1(e) shall
continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the
Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 1(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the
intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.


 



    	 



    	 



    

 


2.            Adjustments.


 


(a)          Stock
Splits and Dividends. If the outstanding shares of the Company’s Common Stock shall be subdivided into a greater
number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Exercise Price in effect immediately
prior to such subdivision or at the record date of such dividend shall, simultaneously with the effectiveness of such subdivision
or immediately after the record date of such dividend, be proportionately reduced and the number of Warrant Stock issuable upon
exercise of the Warrant shall be proportionately increased. If the outstanding shares of Common Stock shall be combined into a
smaller number of shares, the Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness
of such combination, be proportionately increased and the number of shares of Warrant Stock issuable upon exercise of the Warrant
shall be proportionately decreased.


 


(b)          Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company effects any merger or consolidation
of the Company with or into another person, (ii) the Company effects any sale of all or substantially all of its assets in one
or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another person) is completed
pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property
or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or property (each, a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Registered Holder shall have the right to receive, for each share of Warrant
Stock that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the
number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,
and any additional consideration (the “Alternate Consideration”) receivable as a result of such merger, consolidation
or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately
prior to such event. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted
to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in
a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Registered
Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following
such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving
entity in such Fundamental Transaction shall issue to the Registered Holder a new warrant consistent with the foregoing provisions
and evidencing the Registered Holder’s right to exercise such warrant into Alternate Consideration. The terms of any agreement
pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to
comply with the provisions of this Section 2(b) and insuring that this Warrant (or any such replacement security) will be similarly
adjusted upon any subsequent transaction analogous to a Fundamental Transaction.


 



    	 



    	 



    

 


(c)          Adjustment
Certificate. When any adjustment is required to be made in the Exercise Price pursuant to this Section 2, the Company shall
promptly mail to the Registered Holder a certificate setting forth (i) a brief statement of the facts requiring such adjustment,
(ii) the Exercise Price after such adjustment and (iii) the kind and amount of stock or other securities or property
into which this Warrant shall be exercisable after such adjustment.


 


3.            Transfers.


 


(a)          Unregistered
Security. The holder of this Warrant acknowledges that this Warrant has not been registered under the Securities Act and
agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock issued
upon its exercise in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or
such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable U.S. federal or
state securities law then in effect or (ii) an opinion of counsel, reasonably satisfactory to the Company, that such registration
and qualification are not required.


 


(b)          Transferability.
Subject to the provisions of Section 3(a) hereof, this Warrant and all rights hereunder are transferable, in whole or in part,
to (i) any entity controlling, controlled by or under common control of the Registered Holder, or (ii) to any other proposed transferee
by surrendering the Warrant with a properly executed assignment (in the form of Exhibit B hereto) at the principal office
of the Company.


 


(c)          Warrant
Register. The Company will maintain a register containing the names and addresses of the Registered Holders of this Warrant.
Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant
as the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in blank,
the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding
any notice to the contrary. Any Registered Holder may change such Registered Holder’s address as shown on the warrant register
by written notice to the Company requesting such change.


 


4.             Redemption.



 


(a)           Redemption
of Warrant. This Warrant may be redeemed, at the option of the Company, at any time after it becomes exercisable and prior
to its expiration, at the office of the Company or, if appointed, the Company’s warrant agent, upon the notice referred to
in Section 4(b) hereof, at the price of $0.01 per share underlying the Warrant (the “Redemption Price”),
in the event that (i) the last closing sale price of the Common Stock has been equal to or greater than $5.00 per share (subject
to adjustments for splits, dividends, recapitalizations and similar events) on each of twenty (20) trading days within any thirty
(30) day trading period ending on the third business day prior to the date on which notice of redemption is given to the holder
and (ii) during each day of the foregoing twenty (20) day trading period and through the date the Company exercises its redemption
rights it must have an effective registration statement with a current prospectus in compliance with Sections 5 and 10 of the Securities
Act on file with the Securities and Exchange Commission pursuant to which the underlying Common Stock may be sold.


 



    	 



    	 



    

 


(b)          Date
Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem the Warrant, the Company shall fix
a date for the redemption. Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than
thirty (30) days prior to the date fixed for redemption to the Registered Holders of the Warrant to be redeemed at their last addresses
as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed
to have been duly given whether or not the Registered Holder received such notice.


 


(c)          Exercise
After Notice of Redemption. The Warrants may be exercised in accordance with this Warrant at any time after notice of redemption
shall have been given by the Company and prior to the time and date fixed for redemption. On and after the redemption date, the
Registered Holder shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


5.            Termination.
This Warrant (and the right to purchase securities upon exercise hereof) shall terminate at 5:00 p.m., Eastern time, on the Expiration
Date.


 


6.            Notices
of Certain Transactions. In case:


 


(a)          the
Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise
of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any
right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, to
subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or


 


(b)          of
any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger
of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger
in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or


 


(c)          of
the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or


 


(d)          of
any Fundamental Transaction,


 


then, and in each such case, the Company
will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date
on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character
of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation,
merger, transfer, dissolution, liquidation, winding-up or Fundamental Transaction is to take place, and the time, if any is to
be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon such
reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up) are to be determined.
Failure to send such notice shall not act to invalidate any such transaction.


 



    	 



    	 



    

 


7.          Reservation
of Stock. The Company covenants that at all times it will have authorized, reserve and keep available, solely for the issuance
and delivery upon the exercise of this Warrant, such shares of Warrant Stock and other stock, securities and property, as from
time to time shall be issuable upon the exercise of this Warrant. The Company covenants that all Warrant Stock that may be issued
upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by
this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect
of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). The Company further
covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing
stock certificates to execute and issue the necessary certificates for the shares of Warrant Stock upon the exercise of the purchase
rights under this Warrant by the Registered Holder. The Company will take all such reasonable action as may be necessary to assure
that such Warrant Stock may be issued as provided herein without violation of any applicable law or regulation.


 


8.           Replacement
of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably
required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of
this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.


 


9.           Notices.
Any notice required or permitted by this Warrant shall be in writing and shall be deemed duly given upon receipt, when delivered
personally or by courier, overnight delivery service or confirmed facsimile, or 48 hours after being deposited in the regular mail
as certified or registered mail (airmail if sent internationally) with postage prepaid, addressed (a) if to the Registered Holder,
to the address of the Registered Holder most recently furnished in writing to the Company and (b) if to the Company, to the address
set forth on the signature page of this Warrant or as subsequently modified by written notice to the Registered Holder.


 


10.          No
Rights as Stockholder. Until the exercise of this Warrant, the Registered Holder of this Warrant shall not have or exercise
any rights by virtue hereof as a stockholder of the Company.


 


11.           No
Fractional Shares. No fractional shares of Common Stock will be issued in connection with any exercise hereunder. In lieu
of any fractional shares which would otherwise be issuable, the Company shall round the amount of Warrant Stock issuable to the
nearest whole share.


 


12.           Amendment
or Waiver. Any term of this Warrant may be amended or waived upon written consent of the Company and the Registered Holder.


 


13.           Headings.
The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision
of this Warrant.


 


14.           Governing
Law. This Warrant and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall
be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles
of conflicts of law.


 


15.            Representations
and Covenants of the Registered Holder. This Warrant has been entered into by the Company in reliance upon the following
representations and covenants of the Registered Holder:


 


(a)          Investment
Purpose. The Registered Holder is acquiring the Warrant and the Warrant Stock issuable upon exercise of the Warrant for
its own account, not as a nominee or agent and with no present intention of selling or otherwise distributing any part thereof.


 



    	 



    	 



    

 


(b)          Private
Issue. The Registered Holder understands: (i) that the Warrant is not registered under the Securities Act or qualified
under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration
and qualifications requirements thereof pursuant to Section 4(2) of the Securities Act and any applicable state securities laws,
and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 15.


 


(c)          Disposition
of Registered Holder’s Rights. In no event will the Registered Holder make a disposition of the Warrant or the Warrant
Stock issuable upon exercise of the Warrant in the absence of (i) an effective registration statement under the Securities
Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any
applicable U.S. federal or state securities law then in effect or (ii) an opinion of counsel, reasonably satisfactory to the
Company, that such registration and qualification are not required. Whenever the restrictions imposed
hereunder shall terminate, as hereinabove provided, the Registered Holder or holder of a share of Common Stock then outstanding
as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, one
or more new certificates for the Warrant or for such shares of Common Stock not bearing any restrictive legend.


 


(d)          Financial
Risk. The Registered Holder has such business and financial experience as is required
to give it the capacity to protect its own interests in connection with its investment.


 


(e)          Accredited
Investor. The Registered Holder is an “accredited investor” as defined by Rule 501 of Regulation D promulgated
under the Securities Act.


 


[Signature Page Follows]


 



    	 



    	 



    

 


IN WITNESS WHEREOF, the parties have executed
this Warrant as of the date first above written.


 


	 	VRINGO, INC.
	 	 	 
	 	By:	 
	 	 	Name: Jonathan Medved
	 	 	Title: Chief Executive Officer


 



    	 



    	 



    

 





Exhibit A


 


WARRANT EXERCISE FORM


 


 


The undersigned hereby irrevocably elects
to exercise the within Warrant to the extent of purchasing ______ shares of Common Stock of Vringo, Inc., a Delaware corporation,
and hereby makes payment of $___________ in payment therefore (if a cashless exercise, insert “cashless”), all in accordance
with the terms and conditions of the Warrant dated ________, 2012.


  


Name: ______________________________________


 


Signature: ___________________________________


 


Signature of joint holder (if applicable):
_____________________________________________


 


Date: ___________________


  


INSTRUCTIONS FOR ISSUANCE OF STOCK


 


(if other than to the registered holder
of the within Warrant)


  


Name: ______________________________________


  


Address: _____________________________________________________________________


  


Social Security or Taxpayer Identification
Number of Recipient: _________________________


  



    	 



    	 



    

 


Exhibit B


 


ASSIGNMENT FORM





 


FOR VALUE RECEIVED, _____________________
hereby sells, assigns and transfers unto _______________________ the right to purchase Common Stock of Vringo, Inc., a Delaware
corporation, represented by this Warrant to the extent of shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint ______________________, Attorney, to transfer the same on the books of the Company with full power of substitution
in the premises.


  


Date: __________


  


Signature: ______________________________________


  


Signature of joint holder (if applicable):


 


_____________________________________________