XWELL, Inc. — Director's Dealing 2011

Jul 5, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Vringo Inc (VRNG)
CIK: 0001410428
Period of Report: 2011-06-22

Reporting Person: Iroquois Capital Management, LLC (10% Owner)
Reporting Person: Silverman Joshua (10% Owner)
Reporting Person: Abbe Richard (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	926604	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrant to Purchase Common Stock	$2.75	2014-12-29	Common Stock (97101)		Indirect
Warrant to Purchase Common Stock	$5.06	2015-06-21	Common Stock (194202)		Indirect

Footnotes

F1: 675,849 Shares (as defined below) are held by Iroquois Master Fund Ltd., a Cayman Islands corporation ("Iroquois Master Fund"). 241,173 Shares are held by Iroquois Capital Management L.L.C., a Delaware limited liability company ("Iroquois Capital"). 4,791 Shares are held by Richard Abbe, a citizen of the United States of America ("Mr. Abbe"), as UGMA custodian for Mr. Abbe's three children. 4,791 Shares are held by American Capital Management LLC, as to which Mr. Abbe and Joshua Silverman, a citizen of the United States of America ("Mr. Silverman"), may be deemed to have a pecuniary interest. "Shares" are shares of the Issuer's common stock, par value $0.01 per share.

F2: 97,101 Shares are issuable upon exercise of a warrant (the "First Master Fund Warrant") held by Iroquois Master Fund. However, the First Master Fund Warrant is not currently exercisable because the terms of the First Master Fund Warrant contain a so-called "blocker provision" under which the holder thereof does not have the right to exercise the First Master Fund Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof or any of its affiliates of more than 4.99% of the Shares.

F3: 194,202 Shares are issuable upon exercise of a second warrant (the "Second Master Fund Warrant") held by Iroquois Master Fund. However, the Second Master Fund Warrant is not currently exercisable because the terms of the Second Master Fund Warrant contain a so-called "blocker provision" under which the holder thereof does not have the right to exercise the Second Master Fund Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof or any of its affiliates of more than 4.99% of the Shares.

F4: Iroquois Capital is the investment manager of Iroquois Master Fund. Consequently, Iroquois Capital has voting control and investment discretion over securities held by Iroquois Master Fund. As managing members of Iroquois Capital, Mr. Silverman and Mr. Abbe make voting and investment decisions on behalf of Iroquois Capital in its capacity as investment manager to Iroquois Master Fund. As a result of the foregoing, Mr. Silverman and Mr. Abbe may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the securities held by Iroquois Master Fund.

F5: Each of Iroquois Capital, Mr. Abbe and Mr. Silverman disclaim beneficial ownership of these Shares except to the extent of their pecuniary interest in these Shares.