Exhibit 10.1

AGREEMENT

THIS AGREEMENT (this “Agreement”) made as of this 6th day of June 2011 by and among:

SILICON VALLEY BANK, a California corporation and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466, as a lender (in such capacity, “SVB”), and as Agent (in such capacity, the “Agent”);

SVB FINANCIAL GROUP, a Delaware corporation with an office at 3003 Tasman Drive, Santa Clara, California 95054, in its capacity as holder of a certain stock purchase warrant (in such capacity, “SVBFG”) solely for purposes of Section 9 hereof;

GOLD HILL VENTURE LENDING 03, L.P., (“Gold Hill”, and together with SVB, collectively, the “Lenders”), a Delaware limited partnership with an office at Two Newton Executive Park, Suite 203, 2227 Washington Street, Newton, Massachusetts 02462;

VRINGO, INC., (the “Borrower”) a Delaware corporation with its chief executive office located at E. 16th St., 7th Floor, New York, New York 10003; and

VRINGO (ISRAEL) LTD. (the “Guarantor”, and jointly, severally, and collectively with the Borrower, the “Obligors”) an Israeli corporation with a mailing address of c/o Vringo, Inc., E. 16th St., 7th Floor, New York, New York 10003.

Background

Reference is made to those certain loan arrangements entered into by and among the Borrower, the Agent and the Lenders evidenced by, among other things, the documents, instruments, and agreements set forth on the attached Schedule 1 (collectively, together with all other documents, instruments, and agreements executed in connection therewith or related thereto, the “Loan Documents”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given in the Loan Agreement (as defined on Schedule 1).

The Obligors have requested that the Lenders and the Agent accept less than the full amount owed under the Loan Documents in satisfaction of all Obligations (as defined below), and the Lenders and the Agent have agreed to do so, but only upon the terms and conditions expressly set forth herein.

Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed by and among the Obligors, the Lenders and the Agent as follows:

Acknowledgment of Indebtedness

Hereinafter all amounts set forth in this Section 1, and all other amounts payable under this Agreement, the Pledge Agreement, and the other Loan Documents shall be referred to collectively as the “Obligations”.

Waiver of Claims

2

Ratification of Loan Documents; Cross-Collateralization;

Cross-Default; Further Assurances

Conditions Precedent

3

No Waiver Of Defaults

Interest Rate; Repayment of the Obligations

4

Settlement of Obligations; Waiver of Fees

5

Reserve Account

Exchange of Warrants for Shares; Limitations on Dispositions

6

(b) Each of SVBFG and Gold Hill understands that the Exchange Shares shall have been issued pursuant to an exemption from registration or qualification under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, and the Exchange Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

(c) If, at any time after the date hereof the Borrower proposes to file a registration statement with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Borrower, other than a registration statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Borrower’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Borrower or (iv) for a dividend reinvestment plan or (v) in connection with the acquisition of a business or assets of another company, then the Borrower shall give written notice of such proposed filing to SVBFG and Gold Hill as soon as practicable but not less than ten (10) days before the anticipated filing date of such registration statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such offering, and (B) offer to SVBFG and Gold Hill the opportunity to register the sale of such number of Exchange Shares as SVBFG and/or Gold Hill, respectively, may request in writing within five (5) days after receipt of such written notice (such registration a “Piggyback Registration”). The Borrower shall, in good faith, cause such Exchange Shares to be included in such Piggyback Registration and shall use its best efforts to cause the managing underwriter or underwriters of a

7

proposed underwritten offering to permit the Exchange Shares requested by SVBFG and Gold Hill pursuant to this subsection to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration and to permit the sale or other disposition of such Exchange Shares in accordance with the intended method(s) of distribution thereof. Each of SVBFG and Gold Hill proposing to distribute their Exchange Shares through an underwritten offering under this subsection shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such offering by the Borrower. Notwithstanding the foregoing, if the managing underwriter in such underwritten registration that is to be a Piggyback Registration, in good faith, advises the Company and the Lenders in writing that the dollar amount or number of shares of Common Stock that the Company desires to sell, taken together with (i) the Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than SVBFG and Gold Hill, (ii) the Exchange Shares as to which registration has been requested pursuant hereto, and (iii) the shares of Common Stock, if any, as to which registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the maximum number of shares the underwriter believes should be included in such registration, then Borrower shall include in any such registration (A) first, the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding such maximum number of shares; (B) second, to the extent such maximum number of shares has not been reached under the foregoing clause (A), the Exchange Shares and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Borrower, on a pro rata basis, which can be sold without exceeding the maximum number of shares.

(d) Notwithstanding anything contained herein to the contrary, SVBFG and Gold Hill shall not have any registration rights with respect to the Exchange Shares to the extent such shares can be sold subject to Rule 144 under the Securities Act.

(e) Each of SVBFG and Gold Hill hereby covenants and agrees, severally and not jointly, that it will not sell more than 20,000 Exchange Shares per week (as such number may be adjusted for stock splits, stock dividends and the like), regardless of the manner of disposition.

Termination Events

8

Rights Upon Termination

9

To the extent that any Termination Event of the nature set forth in Sections 10(c), 10(e) or 10(f) occurs after the settlement of the Obligations as set forth in Section 7 above, then (a) the Lenders’ and the Agent’s acceptance of the Settlement Payment in satisfaction of the Obligations shall be void ab initio, (b) the UCC-3 Termination Statements and any other collateral releases shall be void, and, to the extent possible, the Lenders’ and the Agent’s financing statements, and other collateral reinstated, (c) all Obligations, less any amounts paid hereunder that the Lenders and the Agent have not been required to refund, disgorge, or repay, shall be immediately due and payable in full, and (d) the Lenders and the Agent may immediately pursue all of their rights and remedies under the Loan Documents, this Agreement, and/or applicable law. The Obligors hereby jointly and severally indemnify, defend, and hold harmless the Lenders and the Agent from any loss, liability, expense, or cost, including attorneys’ fees and expenses incurred by the Lenders and the Agent as a result of, arising out of, related to, or in connection with, the occurrence of any Termination Event.

Representations, Warranties, and Covenants

10

Lenders’ Expenses

Non-Interference

11

Waiver of Jury Trial

Entire Agreement

Construction of Agreement

12

Illegality or Unenforceability

Informed Execution

Counterparts

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IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument as of the date first set forth above.

[Signature Page to Agreement]

Schedule 1

(Loan Documents)

[Schedule 1: Loan Documents]