Specimen warrant certificate



 EXHIBIT 4.3 

SPECIMEN WARRANT CERTIFICATE 
  

			
	NUMBER	 	WARRANTS


W-                     

(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. 

NEW YORK CITY TIME, FIVE YEARS FROM THE DATE OF THE COMPANY’S INITIAL 

PUBLIC OFFERING) 

VRINGO, INC. 

CUSIP 92911N112 

WARRANT 
 THIS WARRANT CERTIFIES
THAT, for value received 
 or registered agents, is the registered holder of a Warrant or Warrants expiring on a date which is five years from
the date of the Company’s initial public offering (the “Warrant”) to purchase one fully paid and non-assessable share of common stock, par value $.01 per share (the “Shares”), of VRINGO, INC., a Delaware corporation (the
“Company”), for each Warrant evidenced by this Warrant Certificate. 
 The Warrant entitles the holder thereof to
purchase from the Company, commencing upon consummation of the Company’s initial public offering, such number of Shares at the price of $[110% OF THE OFFERING PRICE OF THE UNITS IN THE COMPANY’S INITIAL PUBLIC OFFERING] per share (the
“Warrant Price”), upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company (such payment to be made by check made payable to
the Warrant Agent), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and American Stock Transfer & Trust Company. In no event shall the registered holder(s) of this Warrant be entitled to
receive a net-cash settlement, Shares or other consideration in lieu of physical settlement in Shares of the Company. The Warrant Agreement provides that, upon the occurrence of certain events, the Warrant Price and the number of Warrant Shares
purchasable hereunder, set forth on the face hereof, may be adjusted, subject to certain conditions. The term Warrant Price as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is
exercised. 
 This Warrant will expire on the date first above written if it is not exercised prior to such date by the
registered holder pursuant to the terms of the Warrant Agreement or if it is not redeemed by the Company prior to such date. 







 No fraction of a Share will be issued upon any exercise of a Warrant. If, upon exercise of a
Warrant, a holder would be entitled to receive a fractional interest in a Share, the Company will, upon exercise, issue or cause to be issued only the largest whole number of Shares issuable on such exercise (and such fraction of a Share will be
disregarded). 
 Upon any exercise of the Warrant for less than the total number of full Shares provided for herein, there shall
be issued to the registered holder(s) hereof or its assignee(s) a new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised. 

Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the registered holder(s) hereof in person or by
attorney duly authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor
and evidencing in the aggregate a like number of Warrants. 
 Upon due presentment for registration of transfer of the Warrant
Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any applicable tax or other governmental charge. 

The Company and the Warrant Agent may deem and treat the registered holder(s) as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by anyone) for the purpose of any exercise hereof, of any distribution to the registered holder(s), and for all other purposes, and neither the Company nor the Warrant Agent
shall be affected by any notice to the contrary. 
 This Warrant does not entitle the registered holder(s) to any of the rights
of a stockholder of the Company. 
 The Company reserves the right to call the Warrant at any time prior to its exercise, with a
notice of call in writing to the holder(s) of record of the Warrant, giving 30 days’ notice of such call at any time after the Warrant becomes exercisable if the last sale price of the Shares has been at least $[    ] per
share on each of 20 trading days within a 30 trading day period ending on the third business day prior to the date on which notice of such call is given. The call price of the Warrants is to be $.01 per Warrant. Any Warrant either not exercised or
tendered back to the Company by the end of the date specified in the notice of call shall be canceled on the books of the Company and have no further value except for the $.01 call price. 

COUNTERSIGNED: 
 AMERICAN STOCK
TRANSFER & TRUST COMPANY 
 WARRANT AGENT 

BY: 
 AUTHORIZED OFFICER 







 DATED: 

(Signature) 
 CHIEF EXECUTIVE OFFICER

 (Seal) 
 (Signature) 

SECRETARY 







 [REVERSE OF CERTIFICATE] 

SUBSCRIPTION FORM 

To Be Executed by the Registered Holder(s) in Order to Exercise Warrants 

The undersigned Registered Holder(s) irrevocably elect(s) to
exercise                     Warrants represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon the
exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name(s) of 
  

 
 (PLEASE TYPE OR PRINT NAME(S) AND ADDRESS)

  
  

 
  
  

 
 (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))

  

			
	and be delivered to	 	  

		 	 (PLEASE PRINT OR TYPE NAME(S) AND ADDRESS)



and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of
such Warrants be registered in the name of, and delivered to, the Registered Holder(s) at the address(es) stated below: 
 Dated: 

 

	
	  

	(SIGNATURE(S))
	  

	(ADDRESS(ES))
	  

	
	  



(TAX IDENTIFICATION NUMBER(S)) 







 ASSIGNMENT 

To Be Executed by the Registered Holder in Order to Assign Warrants 

For Value
Received,                             hereby sell(s), assign(s), and transfer(s) unto 

 

			
	  
	 	
	(PLEASE TYPE OR PRINT NAME(S) AND ADDRESS(ES))	 	
	  
	 	
	  
	 	
	  
	 	

 (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S)) 

 

			
	and be delivered to	 	  

		 	 (PLEASE PRINT OR TYPE NAME(S) AND ADDRESS(ES))



of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and 

appoint
                                        
Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises. 
 Dated:

  

	
	  

	(SIGNATURE(S))

 NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. 

Signature(s) Guaranteed: 
  

			
	By	 	  



THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).