EXHIBIT 10.2 TO FORM 8-K THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS...Biospherics Inc • March 3rd, 2000 • Services-engineering, accounting, research, management • Delaware
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT AIkido Pharma Inc.Aikido Pharma Inc. • April 15th, 2020 • Services-commercial physical & biological research
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 14, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from AIkido Pharma Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain engagement letter, date as of January 24, 2020, as amended, by and between the Company and H.C. Wainwright & Co., LLC.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2020 • Spherix Inc • Patent owners & lessors • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ____ ____, 2020, between Spherix Incorporated, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 2012 • Spherix Inc • Services-testing laboratories
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 7, 2012, between Spherix Incorporated, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
Exhibit 10.1 TERMINATION AGREEMENT & MUTUAL RELEASES This Termination Agreement & Mutual Releases (this "Agreement") is between Spherix Incorporated, a Delaware corporation (the "Company"), and Thomas W. Gantt (the "Executive"), and is dated as of...Termination Agreement • September 1st, 2004 • Spherix Inc • Services-engineering, accounting, research, management • Maryland
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT SPHERIX INCORPORATEDSpherix Inc • February 28th, 2020 • Patent owners & lessors • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March __, 20251 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Spherix Incorporated, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued by the Company pursuant to the Engagement Agreement, dated as of January 24, 2020, between the Company and H.C. Wainwright & Co., LLC.
RECITALS A. The Company and Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Regulation D ("Regulation D"), as promulgated by the United States Securities...Securities Purchase Agreement • December 18th, 1997 • Biospherics Inc • Services-engineering, accounting, research, management • Delaware
UNDERWRITER COMMON STOCK PURCHASE WARRANT AIKIDO PHARMA, INC.AIkido Pharma Inc. • February 18th, 2021 • Services-commercial physical & biological research • New York
THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [NAME] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ____, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Outlook Therapeutics, Inc., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock, as defined in Section 1 herein. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the Underwriting Agreement.
COMMON STOCK PURCHASE WARRANT SPHERIX INCORPORATEDCommon Stock Purchase Warrant • February 3rd, 2012 • Spherix Inc • Services-engineering, accounting, research, management
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August , 2012 (the “Initial Exercise Date”) and on or prior to the close of business on August , 2017 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Spherix Incorporated, a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock.
COMMON STOCK PURCHASE WARRANT SPHERIX INCORPORATEDSpherix Inc • October 8th, 2010 • Services-engineering, accounting, research, management
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 13, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Spherix Incorporated, a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 8th, 2012 • Spherix Inc • Services-testing laboratories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 7, 2012, between Spherix Incorporated, a Delaware corporation (the “Company”), and (the “Purchaser” and collectively with other purchasers in this offering, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 15th, 2020 • Aikido Pharma Inc. • Services-commercial physical & biological research • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 14, 2020, between AIkido Pharma Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WHEREAS:Registration Rights Agreement • March 3rd, 2000 • Biospherics Inc • Services-engineering, accounting, research, management • Delaware
FORM OF WARRANT spherix incOrporatedSpherix Inc • December 3rd, 2015 • Patent owners & lessors
THIS SERIES [A][B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______, 2015 (the “Initial Exercise Date”) and on or prior to the close of business on __________________, 202[_]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Spherix Incorporated, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Exhibit (10.4) EXHIBIT B to Securities Purchase AgreementRegistration Rights Agreement • December 18th, 1997 • Biospherics Inc • Services-engineering, accounting, research, management • New York
RECITALSRights Agreement • March 6th, 2001 • Biospherics Inc • Services-engineering, accounting, research, management • Delaware
COMMON STOCK PURCHASE WARRANT SPHERIX INCORPORATEDSpherix Inc • November 18th, 2009 • Services-engineering, accounting, research, management
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Spherix Incorporated, a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 25th, 2005 • Spherix Inc • Services-engineering, accounting, research, management • New Jersey
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 22, 2005, by and between SPHERIX INCORPORATED, a Delaware corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).
January 31, 2012Spherix Inc • February 3rd, 2012 • Services-engineering, accounting, research, management • New York
STRICTLY CONFIDENTIAL Spherix Incorporated One Rockefeller Plaza, 11th Floor New York, NY 10020 Attn: Anthony Hayes, Chief Executive Officer Dear Mr. Hayes:Letter Agreement • August 26th, 2020 • Aikido Pharma Inc. • Services-commercial physical & biological research • New York
This letter agreement (this “Agreement”) constitutes the agreement between Spherix Incorporated (the “Company”) and H.C. Wainwright &. Co., LLC (“Wainwright”), that Wainwright shall serve as the exclusive agent, advisor or underwriter in any of (each, an “Offering”) of securities of the Company (the “Securities”) during the Term (as hereinafter defined) of this Agreement. The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances and to the receipt of all internal approvals of Wainwright in conne
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 17th, 2015 • Spherix Inc • Patent owners & lessors • New York
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • December 3rd, 2015 • Spherix Inc • Patent owners & lessors • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 2, 2015, between Spherix Incorporated, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively the “Purchasers”).
SPHERIX INCORPORATED DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • June 13th, 2014 • Spherix Inc • Patent owners & lessors • Delaware
This Director and Officer Indemnification Agreement, dated as of June 9, 2014 (this “Agreement”), is made by and between Spherix Incorporated, a Delaware corporation (the “Company”), and Jeffrey Ballabon (the “Indemnitee”).
AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • February 18th, 2021 • AIkido Pharma Inc. • Services-commercial physical & biological research • New York
The undersigned, H.C. Wainwright & Co., LLC (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of AIkido Pharma Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. The Amended and Restated Underwriting Agreement amends, restates and supersedes in its entirety the prior underwriting dated as of February 16
WHEREAS:Securities Purchase Agreement • March 3rd, 2000 • Biospherics Inc • Services-engineering, accounting, research, management • Delaware
STANDBY EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • July 25th, 2005 • Spherix Inc • Services-engineering, accounting, research, management • New Jersey
THIS AGREEMENT dated as of the 22nd day of July 2005 (the “Agreement”) between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”), and SPHERIX INCORPORATED, a corporation organized and existing under the laws of the State of Delaware (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 3rd, 2017 • Spherix Inc • Patent owners & lessors
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2017, between Hoth Therapeutics, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2013 • Spherix Inc • Services-testing laboratories
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [__] 2013, among Spherix Incorporated, a Delaware corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”).
AT THE MARKET OFFERING AGREEMENT August 9, 2019The Market Offering Agreement • August 12th, 2019 • Spherix Inc • Patent owners & lessors • New York
Spherix Incorporated, a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 2nd, 2022 • AIkido Pharma Inc. • Services-commercial physical & biological research • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 24, 2022, between Aikido Pharma Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT SPHERIX INCORPORATEDSpherix Inc • March 27th, 2014 • Patent owners & lessors
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six month anniversary of the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Spherix Incorporated, a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 7th, 2013 • Spherix Inc • Services-testing laboratories • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) of Spherix Incorporated, a Delaware corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of shares (the ‘Shares”) of common stock $0.0001 par value per share (the “Common Stock”) (or, at the election of any purchaser who would, as a result of purchase of Shares become a beneficial owner of five (5%) percent or greater of the outstanding Common Stock of the Company, one share of the Company’s Series F Preferred Stock, par value $0.0001 per share, which is convertible into one (1) share of Common Stock, with such rights and designations as set forth in the form of Certificate of Designation, attached hereto as Exhibit A, (the “Preferred Shares”)) at a purchase price of $[__] per Share (the “Purchase Price”). Certain subscribers have the option of purchasing Preferred Shares by electing such option o
RIGHTS AGREEMENTRights Agreement • October 17th, 2023 • Dominari Holdings Inc. • Security brokers, dealers & flotation companies • New York
This RIGHTS AGREEMENT, dated as of October 11, 2023 (this “Agreement”), by and between Dominari Holdings Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”).
ESCROW AGREEMENTEscrow Agreement • July 25th, 2005 • Spherix Inc • Services-engineering, accounting, research, management • New Jersey
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of July 22, 2005 by SPHERIX INCORPORATED, a Delaware corporation (the “Company”); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”); and DAVID GONZALEZ, ESQ. (the “Escrow Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2016 • Spherix Inc • Patent owners & lessors • New York
THIS EMPLOYMENT AGREEMENT is made and entered into as of this 14 day of March 2014 (the “Effective Date”), by and between SPHERIX INCORPORATED, a Delaware corporation (the “Corporation”), and Frank Reiner (the “Executive”), under the following circumstances:
