Specimen unit certificate



 Exhibit 4.1 

SPECIMEN UNIT CERTIFICATE 

NUMBER 

			
	U-                        	 	UNITS

 SEE REVERSE FOR CERTAIN 

DEFINITIONS 

VRINGO, INC. 

CUSIP 92911N203 

UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND TWO WARRANTS, EACH WARRANT 

TO PURCHASE ONE SHARE OF COMMON STOCK 
  

			
	THIS CERTIFIES THAT	 	  



					
	is the owner of	 	  
	  	Units.

 Each Unit (“Unit”)
consists of one (1) share of common stock, par value $.01 per share (“Common Stock”), of VRINGO, INC., a Delaware corporation (the “Company”), and two warrants (“Warrants”). Each Warrant entitles the holder to
purchase one (1) share of Common Stock for $[110% OF THE OFFERING PRICE OF THE UNITS IN THE COMPANY’S INITIAL PUBLIC OFFERING] per share (subject to adjustment). Each Warrant will become exercisable upon consummation of the Company’s
initial public offering and will expire unless exercised before 5:00 p.m. New York City time on the date which is five years from the date of the Company’s initial public offering or earlier upon redemption by the Company (the “Expiration
Date”). 
 The Common Stock and Warrants comprising each Unit shall begin to trade separately on or prior to the
ninetieth (90th) day following the Company’s
initial public offering; provided, however, in no event will the Common Stock and Warrants begin to trade separately until the Company issues a press release announcing when such separate trading will begin. 

The terms of the Warrants are governed by a Warrant Agreement, dated as of [            ],
2010, between the Company and American Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by
acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 59 Maiden Lane, Plaza Level, New York, NY 10038, and are available to any Warrant holder on written request and without cost. 

This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.








 
Witness the facsimile seal of the Company and the facsimile signature of its duly authorized officers. 

[VRINGO, INC.] 
  

	
	COUNTERSIGNED AND REGISTERED:
	AMERICAN STOCK TRANSFER & TRUST COMPANY
	TRANSFER AGENT AND REGISTRAR
	BY:
	AUTHORIZED OFFICER
	
	By
	
	(SIGNATURE)
	CHIEF EXECUTIVE OFFICER
	
	(SEAL)
	
	(SIGNATURE)
	SECRETARY








 [REVERSE OF CERTIFICATE] 

VRINGO, INC. 

The Company will furnish without charge to each stockholder who so requests, a statement of the powers, designations, preferences and
relative, participating, optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the units represented
hereby are issued and shall be held subject to the terms and conditions applicable to the securities underlying and comprising the units, including, as applicable, the Amended and Restated Certificate of Incorporation and all amendments thereto, the
Warrant Agreement and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the corporation), to all of which the holder(s) of this certificate by acceptance hereof
assents. 
 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as
though they were written out in full according to applicable laws or regulations: 
 TEN COM – as tenants in common

 TEN ENT – as tenants by the entireties 

JT TEN – as joint tenants with right of survivorship and not as tenants in common 

UNIF GIFT MIN ACT–
                        
Custodian                         

                         
           (Cust)                             
           (Minor) 
 under Uniform Gifts to Minors Act
                                        


                         
                                         
      (State) 
 Additional abbreviations may also be used though not in the above list. 

For value received
                                        ,
hereby sell(s), assign(s) and transfer(s) unto 
 PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE(S) 

 
  

(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S)) 

 
  
  

 
 Units represented by the within Certificate, and
hereby irrevocably constitute(s) and appoint(s) 
  
  







 
Attorney to transfer the said Units on the books of the within named Company with full power of substitution in the premises. 

Dated: 
 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).