EXHIBIT 10.3
SPHERIX INCORPORATED
PLACEMENT AGENT AGREEMENT
Dated as of: July 22, 2005
Newbridge Securities Corporation
1451 Cypress Creek Road, Suite 204
Fort Lauderdale, Florida 33309
Ladies and Gentlemen:
The undersigned, Spherix Incorporated, a Delaware corporation (the "Company"),
hereby agrees with Newbridge Securities Corporation (the "Placement Agent"), and
Cornell Capital Partners, LP (the "Investor") as follows:
1. OFFERING.
THE COMPANY HEREBY ENGAGES THE PLACEMENT AGENT TO ACT AS ITS
EXCLUSIVE PLACEMENT AGENT IN CONNECTION WITH THE STANDBY EQUITY DISTRIBUTION
AGREEMENT DATED THE DATE HEREOF BETWEEN THE COMPANY AND THE INVESTOR (THE
"STANDBY EQUITY DISTRIBUTION AGREEMENT"), PURSUANT TO WHICH THE COMPANY SHALL
ISSUE AND SELL TO THE INVESTOR, FROM TIME TO TIME, AND THE INVESTOR SHALL
PURCHASE FROM THE COMPANY (THE "OFFERING") UP TO FOUR MILLION DOLLARS
($4,000,000) (THE "COMMITMENT AMOUNT") OF THE COMPANY'S COMMON STOCK, PAR VALUE
$0.005 PER SHARE (THE "COMMON STOCK"), AT PRICE PER SHARE EQUAL TO THE PURCHASE
PRICE, AS THAT TERM IS DEFINED IN THE STANDBY EQUITY DISTRIBUTION AGREEMENT.
THE PLACEMENT AGENT SERVICES SHALL CONSIST OF REVIEWING THE TERMS OF THE STANDBY
EQUITY DISTRIBUTION AGREEMENT AND ADVISING THE COMPANY WITH RESPECT TO THOSE
TERMS.
All capitalized terms used herein and not otherwise defined herein shall have
the same meaning ascribed to them as in the Standby Equity Distribution
Agreement.
The Investor will be granted certain registration rights with
respect to the Common Stock as more fully set forth in the Registration Rights
Agreement between the Company and the Investor dated the date hereof (the
"Registration Rights Agreement").
The documents to be executed and delivered in
connection with the Offering, including, but not limited, to the Company's
latest Quarterly Report on Form 10-Q as filed with the United States Securities
and Exchange Commission, this Agreement, the Standby Equity Distribution
Agreement, and the Registration Rights Agreement are referred to sometimes
hereinafter collectively as the "Offering Materials."
The Common Stock
purchased by the Investor under the Standby Equity Distribution Agreement is
sometimes referred to hereinafter as the "Securities."
The Placement Agent
shall not be obligated to sell any Securities.
2. COMPENSATION.
A.
UPON THE EXECUTION OF THIS AGREEMENT, THE
COMPANY SHALL ISSUE TO THE PLACEMENT AGENT OR ITS DESIGNEE SHARES OF THE COMMON
STOCK IN AN AMOUNT EQUAL TO TEN THOUSAND DOLLARS ($10,000) DIVIDED BY TWO
DOLLARS ($2) PER SHARE (THE AGREED UPON MARKET VALUE OF THE COMMON STOCK ON THE
DATE HEREOF) (THE "PLACEMENT AGENT'S SHARES").
THE PLACEMENT AGENT SHALL BE
ENTITLED TO "PIGGY-BACK" REGISTRATION RIGHTS WITH RESPECT TO THE
PLACEMENT AGENT'S SHARES, WHICH SHALL BE TRIGGERED UPON REGISTRATION OF ANY
SHARES OF COMMON STOCK BY THE COMPANY PURSUANT TO THE REGISTRATION RIGHTS
AGREEMENT DATED THE DATE HEREOF.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLACEMENT AGENT.
A.
THE PLACEMENT AGENT REPRESENTS, WARRANTS
AND COVENANTS AS FOLLOWS:
(I)
THE PLACEMENT AGENT HAS THE NECESSARY
POWER TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY.
(II)
THE EXECUTION AND DELIVERY BY THE
PLACEMENT AGENT OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREIN