AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 20th, 2012 • Vringo Inc • Communications services, nec • New York
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of July 19, 2012 (this "Agreement"), made by VRINGO, INC., a Delaware corporation (the "Company"), and each of its existing "Subsidiaries" (as defined in the Note defined below) as named on the signature pages hereto (collectively, the "Existing Subsidiaries") and each other Subsidiary of the Company hereafter becoming party hereto (each individually referred to herein as a "New Subsidiary" and collectively as the "New Subsidiaries," together with the Company and the Existing Subsidiaries, each a "Grantor" and, collectively, the "Grantors"), in favor of Hudson Bay Master Fund Ltd. (the "Buyer").
Vringo, Inc.Vringo Inc • July 20th, 2012 • Communications services, nec • New York
AMENDED AND RESTATED GUARANTYAnd Restated Guaranty • July 20th, 2012 • Vringo Inc • Communications services, nec • New York
AMENDED AND RESTATED GUARANTY, dated as of July 19, 2012 (this "Guaranty"), made by VRINGO, INC., a Delaware corporation (the "Company"), and each of its existing "Subsidiaries" (as defined in the Note defined below) as named on the signature pages hereto (collectively, the "Existing Subsidiaries") and each other Subsidiary of the Company hereafter becoming party hereto (each individually referred to herein as a "New Subsidiary" and collectively as the "New Subsidiaries," together with the Company and the Existing Subsidiaries, each a "Guarantor" and, collectively, the "Guarantor"), in favor of the "Buyer" (as defined below) party to the Note referenced below.
HUDSON BAY MASTER FUND LTD.Letter Agreement • July 20th, 2012 • Vringo Inc • Communications services, nec • New York
This letter agreement (this “Agreement”) sets forth the commitment, subject to the terms and conditions set forth herein, effective upon the closing of the merger (the “Merger”) of Innovate/Protect Inc. (“Innovate/Protect”) with and into VIP Merger Sub, Inc., a wholly owned subsidiary of Vringo, Inc. (“Vringo”) contemplated pursuant to the terms of that certain Merger Agreement (the “Merger Agreement”), dated as of March 12, 2012, by and among Innovate/Protect, VIP Merger Sub, Inc. and Vringo, of Hudson Bay Master Fund Ltd. or, at its election, one or more of its affiliated funds or entities (the “Fund”), at the request of Innovate/Protect and subject to the terms and conditions contained herein, to provide debt financing to Innovate/Protect in the aggregate principal amount of up to $6,000,000.
