Vringo, Inc.

Nominating and Corporate Governance Committee Charter

The following Nominating and Corporate Governance Committee Charter (the "Charter") was adopted by the Board of Directors (the "Board") of Vringo Inc., a Delaware corporation (the "Company"):

1. Members. The Board shall appoint the members of the Nominating and Corporate Governance Committee (the "Committee"). The Committee shall be comprised of at least two independent directors of the Board who shall also satisfy such other criteria imposed on members of the Committee pursuant to the federal securities laws and the rules and regulations of the Securities and Exchange Commission ("SEC") and the NASDAQ Stock Market (or any exchange or national listing market system upon which the Company's securities are listed or quoted for trading) ("NASDAQ"). The term" independent director" means a director who meets the definition of" independence" under the rules and regulations of the SEC and NASDAQ. The Committee and its members shall be subject to the provisions of the Company's Bylaws relating to members and filling vacancies. Unless the Board elects a Chairman of the Committee, the Committee shall elect a Chairman by majority vote.

2. Purpose. The purpose of the Committee is to assist the Board in: (i) identifying, screening and recommending qualified candidates to serve as directors of the Company and (ii) maintaining oversight of the Board's and the Company's governance functions and effectiveness.

3. Duties and Responsibilities. On behalf of the Board, the Committee shall, among its duties and responsibilities as may be delegated to the Committee by the Board, and in addition to any duties and responsibilities imparted to the Committee by the SEC, the listing standards of NASDAQ or any other applicable laws or regulations:

A. Nomination Matters

(a) Recommend to the Board candidates for election or reelection to the Board at each annual meeting of stockholders of the Company or any other meeting of Company stockholders where the election of directors is to be considered. Nominees for director shall be selected on the basis of experience, integrity, ability to make independent analytical inquiries, understanding of the Company's business environment, willingness to devote adequate time to Board duties and such other specific criteria as may be established by the Committee from time to time.

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