0001104659-05-033768 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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STANDBY EQUITY DISTRIBUTION AGREEMENT
Equity 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”).

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ESCROW AGREEMENT
Escrow 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”).

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SPHERIX INCORPORATED PLACEMENT AGENT AGREEMENT
Spherix Incorporated • July 25th, 2005 • Spherix Inc • Services-engineering, accounting, research, management • Florida

The undersigned, Spherix Incorporated, a Delaware corporation (the “Company”), hereby agrees with Newbridge Securities Corporation (the “Placement Agent”), and Cornell Capital Partners, LP (the “Investor”) as follows:

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