WITHOUT
INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF THIS
AGREEMENT.
18.
GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW JERSEY WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.
19.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES RELATING TO THE HOLDING, INVESTMENT, AND DISBURSEMENT OF THE
ESCROW FUNDS AND SETS FORTH IN THEIR ENTIRETY THE OBLIGATIONS AND DUTIES OF THE
ESCROW AGENT WITH RESPECT TO THE ESCROW FUNDS.
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20.
BINDING EFFECT.
ALL OF THE TERMS OF THIS AGREEMENT, AS AMENDED
FROM TIME TO TIME, SHALL BE BINDING UPON, INURE TO THE BENEFIT OF AND BE
ENFORCEABLE BY THE RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS OF THE INVESTOR, THE
COMPANY, OR THE ESCROW AGENT.
21.
EXECUTION OF COUNTERPARTS.
THIS AGREEMENT AND ANY JOINT WRITTEN
DIRECTION MAY BE EXECUTED IN COUNTER PARTS, WHICH WHEN SO EXECUTED SHALL
CONSTITUTE ONE AND SAME AGREEMENT OR DIRECTION.
22.
TERMINATION. UPON THE FIRST TO OCCUR OF THE TERMINATION OF THE
STANDBY EQUITY DISTRIBUTION AGREEMENT DATED THE DATE HEREOF OR THE DISBURSEMENT
OF ALL AMOUNTS IN THE ESCROW FUNDS AND COMMON STOCK INTO COURT PURSUANT TO
SECTION 7 HEREOF, THIS AGREEMENT SHALL TERMINATE AND ESCROW AGENT SHALL HAVE NO
FURTHER OBLIGATION OR LIABILITY WHATSOEVER WITH RESPECT TO THIS AGREEMENT OR THE
ESCROW FUNDS OR COMMON STOCK.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF the parties to this Escrow Agreement have hereunto set their
hands and seals the day and year above set forth.
SPHERIX INCORPORATED
By:
Name:
Richard C. Levin
Title:
President
CORNELL CAPITAL PARTNERS, LP
By:
Yorkville Advisors, LLC
Its:
General Partner
By:
Name:
Title:
BAXTER, BAKER, SIDLE, CONN & JONES, P.A.
By:
Name:
James E. Baker, Jr., Esq.
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