SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 18th, 2009 • Spherix Inc • Services-engineering, accounting, research, management • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 16, 2009, 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 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.
Placement Agent Agreement, dated as of November 6, 2009, by and between the Company and Rodman & Renshaw, LLC.Placement Agent Agreement • November 18th, 2009 • Spherix Inc • Services-engineering, accounting, research, management • New York
CONFIDENTIAL Dr. Claire L. Kruger Chief Executive Officer Spherix IncorporatedSpherix Inc • November 18th, 2009 • Services-engineering, accounting, research, management
