SHALL BE DEEMED
TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.
IF ANY PROVISION OF THIS AGREEMENT SHALL BE INVALID OR UNENFORCEABLE IN ANY
JURISDICTION, SUCH INVALIDITY OR UNENFORCEABILITY SHALL NOT AFFECT THE VALIDITY
OR ENFORCEABILITY OF THE REMAINDER OF THIS AGREEMENT IN THAT JURISDICTION OR THE
VALIDITY OR ENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT IN ANY OTHER
JURISDICTION.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND
AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY.
E.
THIS AGREEMENT, THE STANDBY EQUITY
DISTRIBUTION AGREEMENT, THE ESCROW AGREEMENT, AND THE PLACEMENT AGENT AGREEMENT
CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND THEREOF.
THERE ARE NO RESTRICTIONS, PROMISES,
WARRANTIES OR UNDERTAKINGS, OTHER THAN THOSE SET FORTH OR REFERRED TO HEREIN AND
THEREIN.
THIS AGREEMENT, THE STANDBY EQUITY DISTRIBUTION AGREEMENT, THE ESCROW
AGREEMENT, AND THE PLACEMENT AGENT AGREEMENT SUPERSEDE ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND THEREOF.
F.
THIS AGREEMENT SHALL INURE TO THE
BENEFIT OF AND BE BINDING UPON THE PERMITTED SUCCESSORS AND ASSIGNS OF EACH OF
THE PARTIES HERETO.
G.
THE HEADINGS IN THIS AGREEMENT ARE FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE
MEANING HEREOF.
H.
THIS AGREEMENT MAY BE EXECUTED IN
IDENTICAL COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL BUT ALL OF
WHICH SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
THIS AGREEMENT, ONCE
EXECUTED BY A PARTY, MAY BE DELIVERED TO THE OTHER PARTY HERETO BY FACSIMILE
TRANSMISSION OF A COPY OF THIS AGREEMENT BEARING THE SIGNATURE OF THE PARTY SO
DELIVERING THIS AGREEMENT.
I.
EACH PARTY SHALL DO AND PERFORM, OR
CAUSE TO BE DONE AND PERFORMED, ALL SUCH FURTHER ACTS AND THINGS, AND SHALL
EXECUTE AND DELIVER ALL SUCH OTHER AGREEMENTS, CERTIFICATES, INSTRUMENTS AND
DOCUMENTS, AS THE OTHER PARTY MAY REASONABLY REQUEST IN ORDER TO CARRY OUT THE
INTENT AND ACCOMPLISH THE PURPOSES OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
J.
THE LANGUAGE USED IN THIS AGREEMENT
WILL BE DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES TO EXPRESS THEIR MUTUAL
INTENT AND NO RULES OF STRICT CONSTRUCTION WILL BE APPLIED AGAINST ANY PARTY.
K.
THIS AGREEMENT IS INTENDED FOR THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE PERMITTED SUCCESSORS AND
ASSIGNS, AND IS NOT FOR THE BENEFIT OF, NOR MAY ANY PROVISION HEREOF BE ENFORCED
BY, ANY OTHER PERSON.
11
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
to be duly executed as of day and year first above written.
COMPANY:
SPHERIX INCORPORATED
By:
Name:
Richard C. Levin
Title:
President
INVESTOR:
CORNELL CAPITAL PARTNERS, LP
By:
Yorkville Advisors, LLC
Its:
General Partner
By:
Name:
Mark Angelo
Title:
Portfolio Manager
12
EXHIBIT A
FORM OF NOTICE OF EFFECTIVENESS
OF