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Vringo, Inc. Message Board

  • wscondor1 wscondor1 Jul 21, 2012 7:53 PM Flag

    Lock Up Agreement Is Huge

    Folks - The most important item in the 8K is the lock up agreement. Basically the "insiders" (which includes all key officers and directors) have agreed to what appears to be an iron-clad six month lock up. First of all, it was ratified at the post merger board meeting (meaning it was most likely voluntary) and secondly, it covers all the officers, directors and insiders. So, think about it folks. Insiders can't sell any VRNG stock until well after the October trial date. January of 2013 to be exact. That, my friends, is a strong vote of confidence in their collective belief in a very favorable outcome. I see this as a solid act of good faith on their part and I read this as the single most positive piece of evidence yet (as we must believe the insiders see the entire playing field from a much more "informed" perspective) with far more information than meets the public eye. And they're OK with being fully committed for the duration of the case. Basically the insiders are saying we're "all-in".

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    • You must have not noticed this "little" clause......

      The restrictions contained in each Lock-Up Agreement do not apply to:

      (d) in the case of Innovate/Protect’s former officers and directors, the exercise of any of the Company’s Series 1 Warrants and Series 2 Warrants issued to the undersigned in connection with the transactions consummated by the Agreement and Plan of Merger, dated March 12, 2012, by and between the Company, VIP Merger Sub, Inc. and Innovate/Protect, Inc. (collectively, the “Warrants”) and the sale or disposition of the shares of Common Stock issuable thereunder, in the event the Company calls such Warrants for redemption pursuant to and in accordance with the provisions of the Warrants;

      • 1 Reply to g1u2nt
      • Several key points here.

        (1) this is specifically addressing "Innovate/Protect’s former officers and directors" which means the officers and directors that are now part of VRNG's insider group would still be subject to the lock up terms;

        (2) this only applies "in the event the Company calls such Warrants for redemption pursuant to and in accordance with the provisions of the Warrants";


        (3) having some of the warrants exercised accomplishes two things. It's adds operating capital to the company's balance sheet and secondly, it gets additional shares out to new investors. A 15 million share float is too small for most institutions to get involved and since the lion share of the new shares are subject to the lock-up, the new shares coming into the market are actually a good thing.

        Lastly, just because warrants get exercised doesn't mean the exerciser of the warrant wants or needs to jam the stock price.

        There are either a lot of paranoid people in this stock or there are posters who are trying purposely to create a higher level of paranoia.

    • jorgerodriguezmodernhearing jorgerodriguezmodernhearing Jul 22, 2012 1:42 AM Flag

      do you think r/s can be initiated without shareholder approval since the recent s/h vote was in favor, if the stock price was to dips below the $3 mark in the near term. It also looks as if Hudson has us by are balls which can influence VRNG's price appreciation during the lockup period.

      • 1 Reply to jorgerodriguezmodernhearing
      • Enough with the reverse merger paranoia. The only other party who would hate to see a reverse merger happen more than us shareholders, is management. So, if it ever comes to that you'll want them to have the option. Or else risk delisting. Believe me, management will do everything in their power to avoid a reverse merger at all cost. BTW, with a stock like VRNG, and given the expected settlement, I don't think it will ultimately matter. The stock will reach the appropriate price per share based on the settlement and a multiple for future assertion revenues.

        As for Hudson having us by the balls. No so much. They have preferences that any funding source would have. Now they're agreeing to lend an additional $6MM, which is purely for optics in my opinion. It says to Google, et al, "we have sufficient capital to pursue our claim to its full limit". It's actually a brilliant move on Hudsons and managements part. BTW, as one of largest shareholders, why would Hudson want to see anything but higher prices for VRNG?

    • I agree it is huge! But, I think there are some warrants that the new guys can buy for 1.76. Cash. I'm hoping 3.50 is the bottom. And news must be coming soon after the filings. GLTA Longs.

    • Very positive.

    • Can you pull that from the post meeting note and put up as new messege, and thanks for the positive summary you found. It was a little upsetting to see the barrage of manipulation bringing us down on what should have been a great day. It's going to require all of us supporting the true longs with these types of findings. Again thank you!

      • 1 Reply to ran.dog80
      • Nice. See prior post for the link to the full document, but here's the excerpt:

        Lock-Up Agreement

        Following the closing of the Merger and after deliberation at the Board meeting held immediately following the 2012 Annual Meeting of Stockholders, each of the officers and directors of the Company immediately following the consumation of the Merger (collectively, the “Insiders”) delivered to the Company a lock-up agreement (each, a “Lock-Up Agreement” and collectively, the “Lock-Up Agreements”). Pursuant to the terms of the Lock-Up Agreements, the Insiders agreed that, for a period of six months following the closing of the Merger, without the prior written consent of the Company, they will not: (1) offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell (including any short sale), sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock owned either of record or beneficially or may be deemed to be beneficially owned (as defined in the Exchange Act by the undersigned on the date hereof or hereafter acquired or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, or (4) publicly announce an intention to do any of the foregoing (the “Lock-Up”).

    • It's huge!

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