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”).
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”).
SERIES B COMMON STOCK PURCHASE WARRANT SPHERIX INCORPORATEDSpherix Inc • November 8th, 2012 • Services-testing laboratories
THIS SERIES 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 the date on which Shareholder Approval has been obtained (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Closing Date (as defined in the Purchase Agreement) (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).
INVESTMENT BANKING AGREEMENTStrictly Confidential • November 8th, 2012 • Spherix Inc • Services-testing laboratories • Florida
We are pleased to confirm our mutual understanding regarding the retention of Ladenburg Thalmann & Co. Inc. (“Ladenburg”) by Spherix Incorporated and its subsidiaries, affiliates, beneficiaries, successors and assigns (collectively, the “Company”), subject to the terms and conditions of this agreement (the “Agreement”).
