Details of Viringo's Merger Agreement

As previously disclosed, on March 12, 2012, Vringo, Inc.

entered into an Agreement and Plan of Merger with VIP Merger Sub, Inc., and Innovate/Protect, Inc., a Delaware corporation and an intellectual property firm founded in 2011, whose wholly-owned subsidiary, I/P Engine Inc. (“I/P Engine”), holds eight patents that were acquired from Lycos Inc. (“Innovate/Protect”), pursuant to which Innovate/Protect merged with and into Merger Sub, with Merger Sub being the surviving corporation renamed Innovate/Protect, Inc. (the “Surviving Corporation”) through an exchange of capital stock of Innovate/Protect for capital stock of the Company. The merger was approved by the Company's stockholders at our annual meeting of stockholders held on July 19, 2012 and the Company consummated the merger on July 19, 2012. As a result of the consummation of the merger, as of the closing date, the former stockholders of Innovate/Protect owned approximately 55.04% of the outstanding shares of our common stock (or 67.61% of the outstanding shares of our common stock calculated on a fully diluted basis) and the Company's stockholders prior to the merger owned approximately 44.96% of the outstanding shares of our common stock (or 32.39% of the outstanding shares of our common stock calculated on a fully diluted basis) and a change of control may be deemed to have occurred. For accounting purposes, the merger is treated as a “reverse acquisition” and Innovate/Protect is considered the accounting acquirer. Accordingly, Innovate/Protect will be reflected as the predecessor and acquirer in our financial statements for periods ending after June 30, 2012. The Company's financial statements will reflect the historical financial statements of Innovate/Protect as the Company's historical financial statements, except for the legal capital which will reflect the Company's legal capital (common stock). This Current Report on Form 8-K is being filed to provide (i) Innovate/Protect's condensed consolidated financial statements as of June 30, 2012, for the six months ended June 30, 2012 and for the period from June 8, 2011 (inception) to June 30, 2012, (ii) the unaudited pro forma consolidated statement of operation for the six month period ended June 30, 2012, and (iii) the unaudited pro forma consolidated balance sheets as of June 30, 2012.