PERSONS OR ENTITIES
OTHER THAN THE INVESTOR (WITHOUT THE WRITTEN CONSENT OF THE INVESTOR PRIOR TO
DISCLOSURE OF SUCH INFORMATION) MAY NOT OBTAIN NON-PUBLIC INFORMATION IN THE
COURSE OF CONDUCTING DUE DILIGENCE IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT AND NOTHING HEREIN SHALL PREVENT ANY SUCH PERSONS OR ENTITIES FROM
NOTIFYING THE COMPANY OF THEIR OPINION THAT BASED ON SUCH DUE DILIGENCE BY SUCH
PERSONS OR ENTITIES, THAT THE REGISTRATION STATEMENT CONTAINS AN UNTRUE
STATEMENT OF MATERIAL FACT OR OMITS A MATERIAL FACT REQUIRED TO BE STATED IN THE
REGISTRATION STATEMENT OR NECESSARY TO MAKE THE STATEMENTS CONTAINED THEREIN, IN
LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT MISLEADING.
ARTICLE IX.
CHOICE OF LAW/JURISDICTION
SECTION 9.1.
GOVERNING LAW.
THIS AGREEMENT
SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW JERSEY WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.
THE PARTIES
FURTHER AGREE THAT ANY ACTION BETWEEN THEM SHALL BE HEARD IN HUDSON COUNTY, NEW
JERSEY, AND EXPRESSLY CONSENT TO THE JURISDICTION AND VENUE OF THE SUPERIOR
COURT OF NEW JERSEY, SITTING IN HUDSON COUNTY, NEW JERSEY AND THE UNITED STATES
DISTRICT COURT OF NEW
19
JERSEY, SITTING IN NEWARK, NEW JERSEY, FOR THE ADJUDICATION OF ANY CIVIL ACTION
ASSERTED PURSUANT TO THIS PARAGRAPH.
ARTICLE X.
ASSIGNMENT; TERMINATION
SECTION 10.1.
ASSIGNMENT.
NEITHER THIS AGREEMENT
NOR ANY RIGHTS OF THE COMPANY HEREUNDER MAY BE ASSIGNED TO ANY OTHER PERSON.
SECTION 10.2.
TERMINATION.
(A)
THE OBLIGATIONS OF THE INVESTOR TO MAKE
ADVANCES UNDER ARTICLE II HEREOF SHALL TERMINATE TWENTY-FOUR (24) MONTHS AFTER
THE EFFECTIVE DATE.
(B)
THE COMPANY MAY TERMINATE THIS AGREEMENT
UPON FIFTEEN (15) DAYS WRITTEN NOTICE TO THE INVESTOR PROVIDED THAT (I) THERE
ARE NO ADVANCES OUTSTANDING, AND (II) THE COMPANY HAS PAID ALL AMOUNTS OWED TO
THE INVESTOR PURSUANT TO THIS AGREEMENT OR ANY OTHER AGREEMENTS BETWEEN THE
COMPANY AND THE INVESTOR.
ANY TERMINATION OF THIS AGREEMENT PURSUANT TO THIS
SECTION 10.2 (B) SHALL NOT TERMINATE THE REGISTRATION RIGHTS AGREEMENT UNLESS
THE INVESTOR HAS DISPOSED OF ALL THE INVESTOR SHARES (AS DEFINED BELOW) AND ALL
SHARES ISSUED TO THE INVESTOR PURSUANT TO ADVANCES, OR ALL SUCH SHARES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144(K).
RTICLE XI.
NOTICES
SECTION 11.1.
NOTICES.
ANY NOTICES, CONSENTS,
WAIVERS, OR OTHER COMMUNICATIONS REQUIRED OR PERMITTED TO BE GIVEN UNDER THE
TERMS OF THIS AGREEMENT MUST BE IN WRITING AND WILL BE DEEMED TO HAVE BEEN
DELIVERED (I) UPON RECEIPT, WHEN DELIVERED PERSONALLY; (II) UPON RECEIPT, WHEN
SENT BY FACSIMILE, PROVIDED A COPY IS MAILED BY U.S. CERTIFIED MAIL, RETURN
RECEIPT REQUESTED; (III) THREE (3) DAYS AFTER BEING SENT BY U.S. CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, OR (IV) ONE (1) DAY AFTER DEPOSIT WITH A NATIONALLY
RECOGNIZED OVERNIGHT DELIVERY SERVICE, IN EACH CASE PROPERLY ADDRESSED TO THE
PARTY TO RECEIVE THE SAME.
THE ADDRESSES AND FACSIMILE NUMBERS FOR SUCH
COMMUNICATIONS SHALL BE:
If to the Company, to:
Spherix Incorporated
12051 Indian Creek Court
Beltsville, Maryland 20705
Attention:
President
Telephone:
(301) 419-3900
Facsimile:
(301)