WITHIN
THE STATE OF FLORIDA AS PROVIDED BY LAW.
THE PARTIES HEREBY IRREVOCABLY AND
UNCONDITIONALLY CONSENT TO THE JURISDICTION OF EACH SUCH COURT OR COURTS LOCATED
WITHIN THE STATE OF FLORIDA AND TO SERVICE OF PROCESS BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, OR BY ANY OTHER MANNER PROVIDED BY APPLICABLE
LAW, AND HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO CLAIM THAT
ANY SUIT, ACTION, PROCEEDING OR LITIGATION SO COMMENCED HAS BEEN COMMENCED IN AN
INCONVENIENT FORUM.
10
D.
THIS AGREEMENT AND THE OTHER AGREEMENTS
REFERENCED HEREIN CONTAIN THE ENTIRE UNDERSTANDING BETWEEN THE PARTIES HERETO
AND MAY NOT BE MODIFIED OR AMENDED EXCEPT BY A WRITING DULY SIGNED BY THE PARTY
AGAINST WHOM ENFORCEMENT OF THE MODIFICATION OR AMENDMENT IS SOUGHT.
E.
IF ANY PROVISION OF THIS AGREEMENT SHALL
BE HELD TO BE INVALID OR UNENFORCEABLE, SUCH INVALIDITY OR UNENFORCEABILITY
SHALL NOT AFFECT ANY OTHER PROVISION OF THIS AGREEMENT.
[REMAINDER OF PAGE INTENTIALLY LEFT BLANK]
11
IN WITNESS WHEREOF, the parties hereto have executed this Placement Agent
Agreement as of the date first written above.
SPHERIX INCORPORATED
By:
Name:
Title:
NEWBRIDGE SECURITIES CORPORATION
By:
Name:
Guy S. Amico
Title:
President
CORNELL CAPITAL PARTNERS, LP
By:
Yorkville Advisors, LLC
Its:
General Partner
By:
Name:
Mark A. Angelo
Title:
Portfolio Manager
12