SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 3rd, 2010 • Spherix Inc • Services-engineering, accounting, research, management • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of , 2010, 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”).
COMMON STOCK PURCHASE WARRANT SPHERIX INCORPORATEDCommon Stock Purchase Warrant • September 3rd, 2010 • 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 (the “Initial Exercise Date”) and on or prior to the close of business on the 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.
Engagement letter agreement dated August 12, 2010 by and between Spherix Incorporated and Rodman & Renshaw, LLCEngagement Letter Agreement • September 3rd, 2010 • Spherix Inc • Services-engineering, accounting, research, management • New York
