0001104659-12-006366 Sample Contracts

COMMON STOCK PURCHASE WARRANT SPHERIX INCORPORATED
Common Stock Purchase Warrant • February 3rd, 2012 • 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 August , 2012 (the “Initial Exercise Date”) and on or prior to the close of business on August , 2017 (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.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 3rd, 2012 • Spherix Inc • Services-engineering, accounting, research, management • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 2, 2012, 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”).

January 31, 2012
Spherix Inc • February 3rd, 2012 • Services-engineering, accounting, research, management • New York
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