SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 20th, 2011 • Spherix Inc • Services-engineering, accounting, research, management • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 19, 2011, 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 • January 20th, 2011 • 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 July , 2011 (the “Initial Exercise Date”) and on or prior to the close of business on January , 2016 (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.
CONFIDENTIAL Dr. Claire L. Kruger Chief Executive Officer Spherix Incorporated 6430 Rockledge Drive Suite 503 Bethesda, MD 20817 Dear Dr. Kruger:Engagement Agreement • January 20th, 2011 • Spherix Inc • Services-engineering, accounting, research, management
This letter hereby serves as an amendment to that engagement agreement dated November 6, 2009 as amended by that letter dated November 17, 2009 (as so amended, the “Engagement Agreement”), between Spherix Incorporated (the “Company”) and Rodman & Renshaw, LLC (“Rodman”). The Company agrees to resume the engagement of Rodman as the exclusive placement agent for the Company for the period of 60 days from December 1, 2010 on the same terms and provisions included in the Engagement Agreement except for the one amendment noted below. Capitalized terms used herein shall have the meanings ascribed to them in the Engagement Agreement.
