SECTION 382 RIGHTS AGREEMENT dated as of March 18, 2016 between VRINGO, INC. and American Stock Transfer & Trust Company, LLC, as Rights AgentRights Agreement • March 21st, 2016 • Vringo Inc • Patent owners & lessors • Delaware
WHEREAS, the Company has generated NOLs and other Tax Benefits (as such terms are hereinafter defined) for United States Federal income tax purposes; and such NOLs and other Tax Benefits may potentially provide valuable tax benefits to the Company; the Company desires to avoid an “ownership change” within the meaning of Section 382 and the Treasury Regulations (as such terms are hereinafter defined) promulgated thereunder, and thereby preserve the ability to utilize fully such NOLs and other Tax Benefits; and, in furtherance of such objective, the Company desires to enter into this Rights Agreement; and
